/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180206.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 6, 2018, Vol. 22, No. 36 Headlines 23 FARMS: WEPC Wants Collateral Value Corrected in Plan Outline 54 NIPOMO: Case Summary & Unsecured Creditor 8 LAWRENCE ROAD: Taps NREA to Sell Randolph Property 8 LAWRENCE ROAD: Taps Scura Wigfield as Legal Counsel 8341 BEECHCRAFT: Case Summary & 3 Unsecured Creditor ACCESS CIG: Moody's Affirms B3 CFR; Outlook Stable ACTIVECARE INC: Incurs $5.87 Million Net Loss in Third Quarter ADVANCED EDUCATIONAL: Committee Seeks to Hire Financial Advisor AGACI LLC: Taps Berkeley Research Group as Financial Advisor ALBERTSONS COS: S&P Lowers CCR to B & Term Loans Rating to 'BB-' ALLIANCE EQUITIES: Taps as Schafer and Weiner as Legal Counsel AP GAMING: S&P Alters Outlook to Pos. & Affirms 'B' CCR APPLE VALLEY, MN: S&P Lowers Rating on 2016C Bonds to BB+ APPVION INC: Wants to Obtain $5-Mil. Financing From Citizens Bank ARCH COAL: S&P Raises CCR to BB- & Rating on $300M Loan to 'BB' AVALON CARE: New Liquidating Plan Amends Treatment of MidCap Claim BANK OF ANGUILLA: Files Chapter 11 Modified Liquidation Plan BARONG LLC: SMPH Plan to be Funded from Sale of Colorado Properties BAY CIRCLE: Taps M. Denise Dotson as Special Counsel BAYWAY HAND: Trustee Seeks to Extend Century 21 Employment BIG E AUTOMOBILE: Taps Kevin T. Helenius as Legal Counsel BON-TON STORES: Case Summary & 40 Largest Unsecured Creditors BON-TON STORES: Files Ch.11 in Delaware; Has $725M DIP Loan BON-TON STORES: Will Close 42 Stores as Part of Turnaround Plan CABLE & WIRELESS: Moody's Rates New $1.825BB Sec. Loans Ba3 CALCEUS ACQUISITION: Moody's Hikes CFR to B3; Outlook Stable CAROLEI REALTY: Taps DelBello Donnellan as Legal Counsel CARTEL MANAGEMENT: Has Until Feb. 28 to Exclusively File Plan CENVEO CORP.: Moody's Lowers PDR to D-PD After Chapter 11 Filing CHAPELDALE PROPERTIES: Taps Chris Cooke Team as Real Estate Broker CHRIS CARLSON: Unsecureds to Receive $20K Over 5-Year Period CLINTON NURSERIES: Taps Lewitz Balosie as Accountant COBALT INT'L: Securities Class Action Plaintiffs Seek Dismissal COBALT INTERNATIONAL: SEC Concludes FCPA Investigation COLUMBIA DENTAL: Taps Crossley Law Offices as Legal Counsel COMMERCIAL BARGE: S&P Lowers CCR to CCC+ on Weak Credit Metrics COMMUNITY CARE: Moody's Rates New 1st Lien Debt 'B2' COPSYNC INC: Proposes $11K Sale of Five Vehicles to Bid Networks CTI BIOPHARMA: Net Financial Standing at $21.2M as of Dec. 31 CUMULUS MEDIA: Extends Term of Grimes Employment Thru 2020 DANCING WATERS: Emmaco Buying Governor's Point Property for $5.7M DELTA MECHANICAL: Committee Taps Polsinelli as New Legal Counsel DOLE FOOD: Sale of Minority Interest Credit Positive, Moody's Says DOUBLE Y FARMS: Taps Craig M. Geno as Legal Counsel ERIN ENERGY: Discovers Hydrocarbons in its Oyo-NW Well EVERMILK LOGISTICS: Wants Solicitation Period Extended to March 12 EVIO INC: Closes Private Placement of $5.9M in Conv. Debentures FC GLOBAL: Opportunity Fund Has 14.7% Stake as of Dec. 22 FIELDWOOD ENERGY: Moody's Appends LD Designation to Caa3 PDR FIRST RIVER: Formation Meeting Cancelled to a Later Date FIRSTENERGY SOLUTIONS: S&P Lowers Unsec. Debt Rating to 'C' FIRSTLIGHT FIBER: Term Loan Add-On No Impact on Moody's B3 CFR FOLTS HOME: Has Until June 11 to Exclusively File Plan GENON ENERGY: $300,000,000 Partial Payment on Admin Claim Okayed GIBSON BRANDS: Makes Coupon Payment on 8.875% Senior Secured Notes GRAN TIERRA: Fitch Publishes 'B' Long-Term Local Currency IDR IHEARTCOMMUNICATIONS INC: Elects Not to Make $106M Interest Payment INTREPID POTASH: BlackRock Has 5.1% Stake as of Dec. 31 JANUS INT'L: S&P Assigns B CCR & Rates $440MM 1st Lien Loan B+ JANUS INTERNATIONAL: Moody's Assigns B2 CFR; Outlook Stable JC PENNEY: Fitch Affirms 'B+' Long-Term IDR; Outlook Stable JVS DEVELOPMENT: Seeks to Hire Turoci Firm as Legal Counsel KAI INDUSTRIES: Case Summary & Unsecured Creditor KIP AND ANDREA: Taps Lepant & Lentz as New Legal Counsel LA FERIA, TX: Moody's Lowers GOLT Bond Rating to Ba3 LEGAL COVERAGE: Taps Dilworth Paxson as Legal Counsel LEWISTON SHOPPING: Has Until Feb. 26 to Exclusively File Plan LUX HOLDCO III: Fitch Assigns First-Time B+ Long-Term IDR LUX HOLDCO III: Moody's Assigns B2 CFR & Rates 1st Lien Loan B1 MP DIAGNOSTIC LTD: Case Summary & 20 Largest Unsecured Creditors NATIONAL EVENTS: Needs More Time to Continue Probe & Plan Talks NEW RESIDENTIAL: Moody's Cuts Issuer Rating to B2; Outlook Stable NEW SHILOH MISSIONARY: To Pay Unsecureds $10K Over Five Years OCH-ZIFF CAPITAL: Leadership Changes Backs Fitch's Neg. Outlook OPTIMIZED LEASING: Taps Stichter Riedel as Legal Counsel PALADIN BRANDS: Moody's Hikes CFR to B2; Outlook Stable PARETEUM CORP: Corbin Fund Cuts Stake to 4.9% as of Jan. 31 PATRIOT NATIONAL: Feb. 8 Meeting Set to Form Creditors' Panel PENICK PRODUCE: Feb. 15 Disclosure Statement Hearing PEOPLE WHO CARE: Taps Levene Neale as Legal Counsel PLAZA BROADWAY: Taps Cavazos Hendricks as Legal Counsel PLY GEM: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Negative PRECIPIO INC: Crede Claims it is Owed $1.8 Million PRECIPIO INC: Stockholders Approve Proposed Stock Offering PRIME EQUIP: Tiger Group Commences Liquidation of Assets RENT RITE SUPERKEGS: U.S. Trustee Forms 3-Member Committee REVLON CONSUMER: Moody's Lowers CFR to Caa1; Outlook Negative ROLLING HILLS: Taps Ketel Thorstenson as Auditor ROSENBAUM FARM: Has Until Feb. 28 To File Chapter 11 Plan ROTINI INC: Seeks to Hire Avicenna as Accountant RUMSEY LAND: Taps Wilcox as Special Counsel in RLH Suit SCG AUTUMN BREEZE: Taps Kelley & Clements as Legal Counsel SCIENTIFIC GAMES: Prices Private Offering of Senior Notes SHREE SWAMINARAYAN: Taps Kelly Firm as Legal Counsel SHUTTERFLY INC: S&P Puts Ratings on Watch Neg Amid Lifetouch Deal SONIC AUTOMOTIVE: Moody's Affirms Ba3 CFR; Outlook Stable SOURCINGPARTNER INC: Taps Carol Lynn Wolfram as Co-Counsel STERLING ENTERTAINMENT: Wants Plan Filing Extended to April 2 TOP SHELV: Valid Construction Lien Claimants Added in Latest Plan TOREX GOLD: Lenders Extend Waiver on Unit's Liquidity Covenant TOWN SPORTS: Moody's Hikes CFR to B3; Outlook Stable TRANSMONTAIGNE PARTNERS: Fitch Assigns First-Time 'BB' IDR TRANSMONTAIGNE PARTNERS: S&P Assigns 'BB' ICR, Outlook Stable TRI OMEGA REALTY: Taps Bankruptcy Law Center as Legal Counsel US STEEL: Moody's Hikes CFR to B1; Outlook Stable VINCE'S BLACK: Taps L. Sarathy, D. Herzog as Attorneys WALL STREET THEATER: Case Summary & 20 Largest Unsecured Creditors WALTER INVESTMENT: CEO to Step Down Following Ch.11 Plan Approval WASHINGTON MCLAUGHLIN: Plan Filing Deadline Extended By 90 Days WEATHERFORD INTERNATIONAL: Changes Organizational Structure [*] Ankura Trust to Provide Successor Indenture Trustees [^] Large Companies with Insolvent Balance Sheet ********* 23 FARMS: WEPC Wants Collateral Value Corrected in Plan Outline --------------------------------------------------------------- Secured creditor Western Equipment Finance Company, Inc. filed a limited objection 23 Farms, LLC's disclosure statement. Western Equipment complains that the Debtor has incorrectly asserted the value of its collateral to be only $40,000. Western Equipment believes the value of the equipment to be of greater value than $40,000. Western Equipment requests that the disclosure statement be amended to correct the value of the collateral. The Troubled Company Reporter previously reported that the Debtor's plan does not rely on the feasibility of the Debtor's farming operations to pay creditors. The plan proposes to pay creditors by obtaining a bank loan from Lafayette Bank in the approximate amount of $2,500,000. A copy of Western Equipment's Objection is available at: http://bankrupt.com/misc/flnb17-10015-163.pdf Counsel for Western Equipment Finance Company, Inc.: Daryl J. Krauza, Esq. Fla. Bar No. 0147168 DEAN, MEAD, MINTON & ZWEMER 1903 South 25th Street, Suite 200 Fort Pierce, Florida 34947 Tele: (772) 464-7700 Fax: (772) 464-7877 dkrauza@deanmead.com About 23 Farms, LLC 23 Farms, LLC, a Newberry, Florida-based company with a farming operation, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 17-10015) on Jan. 20, 2017. The petition was signed by Joey D. Langford, II, managing member. The case is assigned to Judge Karen K. Specie. The Debtor is represented by Lisa Caryl Cohen, Esq., at Ruff & Cohen, P.A. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. 54 NIPOMO: Case Summary & Unsecured Creditor -------------------------------------------- Debtor: 54 Nipomo Partners, LLC 337 17th St, Ste 200 Oakland, CA 94612 Business Description: 54 Nipomo Partners, LLC listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 170 South Frontage Rd Nipomo, CA 93444. Chapter 11 Petition Date: February 1, 2018 Court: United States Bankruptcy Court Northern District of California (Oakland) Case No.: 18-40282 Judge: Hon. Charles Novack Debtor's Counsel: Eric A. Nyberg, Esq. KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C. 1970 Broadway #225 Oakland, CA 94612 Tel: (510)763-1000 E-mail: e.nyberg@kornfieldlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Marinai, general manager. The Debtor lists Montclair Environmental Management, Inc., as its sole unsecured creditor, holding a claim of $62,500. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb18-40282.pdf 8 LAWRENCE ROAD: Taps NREA to Sell Randolph Property ---------------------------------------------------- 8 Lawrence Road, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire a realtor in connection with the sale of its residential real property. The Debtor proposes to employ Nicholas Real Estate Agency to market and sell the property located at 8 Lawrence Road, Randolph, New Jersey. The firm will get a commission of 6% of the sales price. Nicholas Tselepis, a real estate broker and owner of Nicholas Real Estate Agency, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Nicholas Tselepis Nicholas Real Estate Agency 1624 Main Avenue Clifton, NJ 07011 Phone: 973-859-2290 Fax: 973-340-9482 Email: info@nicholasrealestate.com About 8 Lawrence Road 8 Lawrence Road, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-11389) on Jan. 23, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. SCURA, WIGFIELD, HEYER & STEVENS, LLP, is the Debtor's counsel. 8 LAWRENCE ROAD: Taps Scura Wigfield as Legal Counsel ----------------------------------------------------- 8 Lawrence Road, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Scura, Wigfield, Heyer, Stevens & Cammarota, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Partner $450 Associates $375 Paralegals $175 Guillermo Gonzalez, Esq., at Scura Wigfield, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Guillermo J. Gonzalez, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP 1599 Hamburg Turnpike P.O. Box 2031 Wayne, NJ 07470 Phone: 973-696-8391 About 8 Lawrence Road 8 Lawrence Road, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-11389) on Jan. 23, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. SCURA, WIGFIELD, HEYER & STEVENS, LLP, is the Debtor's counsel. 8341 BEECHCRAFT: Case Summary & 3 Unsecured Creditor ---------------------------------------------------- Debtor: 8341 Beechcraft, L.L.C. 8341 Beechcraft Avenue Gaithersburg, MD 20879 Tel: 301-294-8445 Business Description: Based in Gaithersburg, Maryland, 8341 Beechcraft, L.L.C. listed itself as a "Single Asset Real Estate" (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: February 1, 2018 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Case No.: 18-11393 Judge: Hon. Thomas J. Catliota Debtor's Counsel: Marc E. Shach, Esq. COON & COLE, LLC 401 Washington Ave., Suite 501 Towson, MD 21204 Tel: 410-630-4428 Fax: 410-825-5941 E-mail: mes@cooncolelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David I. Bacharach, managing member. A copy of the Debtor's list of three unsecured creditors is available for free at: http://bankrupt.com/misc/mdb18-11393_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb18-11393.pdf ACCESS CIG: Moody's Affirms B3 CFR; Outlook Stable -------------------------------------------------- Moody's Investors Service affirmed Access CIG LLC's ("Access") B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. At the same time, Moody's assigned a B2 rating to the company's proposed $755 million first lien senior secured credit facility (including the proposed $60 million revolving credit facility, a $575 million first lien term loan, and a $120 million delayed draw term loan), as well as a Caa2 rating to the proposed $255 million senior secured second lien term loan (including a $40 million delayed draw term loan). The rating outlook is stable. The company intends to use the net proceeds from the proposed bank credit facilities to refinance its existing debt and pay fees and expenses. Access will enter into a new $60 million revolving credit facility, which will be undrawn at close. The company is also proposing to put in place a $120 million delayed draw first lien and a $40 million delayed draw second lien term loans to be drawn within 12 months of closing. The delayed draw term loans are expected to be used for permitted acquisitions and general corporate purproses. The financing is expected to close by end of February 2018. The respective B2 and Caa2 ratings of Access's existing first and second lien credit facilities are not affected and will be withdrawn upon repayment in conjunction with the refinancing. Moody's affirmed Access' B3 CFR as the proposed refinancing will not materially alter its debt-to-EBITDA (Moody's adjusted) leverage of around 7.3 times as of December 31, 2017. However, the transaction will modestly increase the company's financial flexibility by extending the debt maturity profile and lowering annual cash interest payments. Proceeds from the proposed delayed draw term loans are expected to be used for pending tuck-in acquisitions, which is consistent with the company's roll-up strategy. This incorporates Moody's expectation that acquisitions funded from the delayed draw term loans will be completed at multiples similar to the current leverage when factoring in synergies realizable within a year of closing. Moody's expects the company will remain a consolidator in the industry and continue to identity accretive acquisitions that expand its geographic reach and product solutions. Moody's took the following rating actions on Access CIG, LLC: Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD Proposed $60 million senior secured first lien revolving credit facility due 2023, assigned B2 (LGD3) Proposed $575 million senior secured first lien term loan due 2025, assigned B2 (LGD3) Proposed $120 million senior secured first lien delayed draw term loan due 2025, assigned B2 (LGD3) Proposed $215 million senior secured second lien term loan due 2026, assigned Caa2 (LGD5) Proposed $40 million senior secured second lien delayed draw term loan due 2026, assigned Caa2 (LGD5) Outlook, Stable All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. The instrument ratings are subject to change if the proposed capital structure is modified. RATINGS RATIONALE The B3 CFR reflects Access' high pro forma debt-to-EBITDA leverage of around 7.3 times for the twelve months ended December 31, 2017 (Moody's adjusted), and Moody's expectation that it will remain in the low-to-mid-7.0 times range as Access utilizes the delayed draw term loans to fund its aggressive growth strategy over the next 12-18 months. Additionally, the rating is constrained by Access's small revenue base, limited free cash flow generation, revenue concentration in the small and medium enterprise (SME) segment of the records management sector, and risks associated with private equity ownership. Moody's believes that over time organic growth in the company's high margin document storage business will be increasingly constrained by the ongoing secular shift away from paper towards electronic media and business growth will be primarily driven by small acquisitions that Moody's views as a cost-effective source of new customers. The rating is supported by the company's highly recurring records storage revenues (approximately 57% of total revenue) with a large and diverse customer base, high EBITDA margins in the mid-to-high 30% range, and expected modest growth in outsourcing of document storage in the SME segment, which is the company's primary area of focus. Access' revenues have high geographic and customer diversity within the US, with historically strong client retention rates above 95%. The stable rating outlook reflects Moody's view that the company's credit metrics will slightly improve over the next 12-18 months. Moody's also anticipates in the stable rating outlook that Access will successfully complete integration of recent and future acquisitions, realize cost synergies as expected and maintain at least adequate liquidity including breakeven to modestly positive free cash flow. Moody's considers Access' liquidity as adequate. Liquidity is provided by $15 million of balance sheet at closing, expectation of breakeven to slightly positive free cash flow in 2018 and full availability under the proposed $60 million revolving credit facility expiring in 2023. Moody's expect that the company will continue to rely on the revolver for acquisition and integration expenses. A net first lien leverage covenant is applicable to the revolver only if it is drawn more than 35%. Moody's does not expect the covenant to be triggered over the next 12 months and believes there will be good cushion within covenant level. There is no financial maintenance covenant under the proposed term loans. The ratings could be downgraded if operational challenges lead to top-line and earnings pressure such that debt-to-EBITDA (Moody's adjusted) leverage is sustained above 7.5 times, the EBITDA margin declines, or liquidity deteriorates, including increased revolver usage or an inability to restore and sustain positive free cash flow generation. Given Access' high financial leverage and modest scale a ratings upgrade is not expected over the next two years. Profitable revenue growth that leads to a material reduction in leverage, free cash flow in excess of 5% of total debt, and a good liquidity position is necessary for an upgrade. Headquartered in Livermore, CA, Access provides Records and Information Management (RIM) services primarily to SME segment in the U.S. Following a September 2017 completed sale of a minority equity steak, Access is owned by Berkshire Partners (47.5%), GI Partners (47.5%) and management (5%). The company is expected to generate approximately $300 million of revenue in 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ACTIVECARE INC: Incurs $5.87 Million Net Loss in Third Quarter -------------------------------------------------------------- ActiveCare, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $5.87 million on $1.19 million of total chronic illness monitoring revenues for the three months ended June 30, 2017, compared to net income attributable to common stockholders of $3.30 million on $2.17 million of total chronic illness monitoring revenues for the same period in 2016. For the nine months ended June 30, 2017, ActiveCare reported a net loss attributable to common stockholders of $15.15 million on $4.91 million of total chronic illness monitoring revenues compared to a net loss attributable to common stockholders of $14.92 million on $5.86 million of total chronic illness monitoring revenues for the nine months ended June 30, 2016. As of June 30, 2017, ActiveCare had $1.89 million in total assets, $36.43 million in total liabilities and a total stockholders' deficit of $34.54 million. ActiveCare stated in the report that, "Our primary sources of liquidity are the proceeds from the sale of our equity securities and debt. We have not historically financed operations from cash flows from operating activities. We anticipate that we will continue to seek funding to supplement revenues from the sale of our products and services through the sale of equity and debt securities until we achieve positive cash flows from operating activities. There is no guarantee that we will be able to raise capital on terms to favorable to the Company or at all." The Company's cash balance as of June 30, 2017, was $114,000. At that time, the Company had a working capital deficit of $28.73 million, compared to a working capital deficit of $12.87 million as of Sept. 30, 2016. The increase in working capital deficit is primarily due to additions to accounts payable, accrued expenses, notes payable, and derivatives liabilities related to the issuance of notes payable and related warrants and reduction of prepaid expenses and other current assets, offset, in part, by additions to inventory and contingent notes receivable. Operating activities for the nine months ended June 30, 2017, used cash of $618,000, compared to $2.803 million for the same period in 2016. The decrease in cash used in operating activities is primarily due to the increase in accounts payable and accrued expenses and decrease in prepaid expenses during the nine months ended June 30, 2017, compared to the same period in 2016, offset, in part, by the increase in net loss after adjustment for non-cash items and increase in accounts receivable and inventory during the nine months ended June 30, 2017, compared to the increase in accounts receivable and inventory for the same period in 2016. Investing activities for the nine months ended June 30, 2017, used cash of $503,000, compared to $4,000 for the same period in 2016. The decrease in cash used in investing activities is primarily due to the acquisition of a contingent note receivable during the nine months ended June 30, 2017 and decreased purchases of property and equipment during the nine months ended June 30, 2017, compared to the same period in 2016. Financing activities for the nine months ended June 30, 2017, provided cash of $1,068,000, compared to $2,779,000 for the same period in 2016. The decrease in cash provided by financing activities is primarily due to a net decrease in proceeds from the issuance of notes payable to related and third parties and net increase in principal payments on notes payable during the nine months ended June 30, 2017, compared to the same period in fiscal year 2016. The Company had an accumulated deficit as of June 30, 2017, of $123.3 million, compared to $108.2 million as of Sept. 30, 2016. Its total stockholders' deficit as of June 30, 2017, was $34.54 million compared to $20.11 million as of Sept. 30, 2016. These changes were primarily due to our net loss and dividends accrued during the nine months ended June 30, 2017. During April 2017, the Company received a letter from a significant customer dated April 25, 2017 notifying the Company of the termination its customer agreement effective July 1, 2017. This customer represented approximately 67% and 52% of revenues during the three and nine months ended June 30, 2017, respectively. If the Company is not able to replace the revenues generated by this customer, of which there can be no assurance, it will result in a material reduction in revenues beginning in July 2017. On Dec. 22, 2017, the Company entered into a Services Agreement that is expected to significantly improve revenues during the fiscal year ended September 30, 2018. As of Jan. 31, 2018, notes payable due to unrelated parties with total principal amounts in the aggregate of $2.776 million owing as of June 30, 2017, are past due, in default, and unpaid. In addition, notes payable due to related parties with total principal amounts of $27,980, as of June 30, 2017, are past due, in default and unpaid. These defaults include principal obligations owed to Partners for Growth, our secured lender, which are in excess of $2.700 million and which are secured by substantially all assets of the Company. Other notes are currently in technical default. However, as of Jan. 31, 2018, the lenders have informally agreed to work with the Company until such time as the notes can be repaid and some of the lenders have provided bridge capital since going in default. A full-text copy of the Form 10-Q is available for free at: https://is.gd/J3IKg1 About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., develops and markets products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill. ActiveCare is organized into three businesses. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. ActiveCare incurred a net loss attributable to common stockholders of $16.33 million for the year ended Sept. 30, 2016, following a net loss attributable to common stockholders of $12.82 million for the year ended Sept. 30, 2015. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" opinion on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADVANCED EDUCATIONAL: Committee Seeks to Hire Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Advanced Educational Products, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire NextPoint LLC as its financial advisor. The firm will help the committee evaluate the Debtor's financial condition; analyze the Debtor's proposed strategies for reorganization; review potentially avoidable pre-bankruptcy transfers by the Debtor; monitor the Debtor's performance over the course of its Chapter 11 case; and provide other services related to the case. Charles Maclay and Alan Pawlowski, the personnel who will be providing the services, will each charge an hourly fee of $225. The firm will charge $125 per hour for various financial analysis support services. Mr. Maclay disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. NextPoint can be reached through: Charles E. Maclay NextPoint LLC 374 Delaware Avenue, Suite 250 Buffalo, NY 14202 Tel: 716.847.1485 Fax: 716.847.1488 About Advanced Educational Products Based in Buffalo, New York, Advanced Educational Products, Inc. -- http://www.aepbooks.com/-- is a HUBZone Certified Small Business Concern and New York State contractor offering book and multimedia acquisition services to public and private institutions worldwide. Established in 1992, the company offers a comprehensive suite of fulfillment services tailored to meet the needs of government and institutional customers and their unique ordering and reporting requirements. The company's gross revenue amounted to $16.32 million in 2016 and $16.87 million in 2015. Kenneth A. Pronti holds a 100% shareholder interest in Advanced, and is its sole office and director. Advanced Educational Products, based in Buffalo, New York, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-12576) on Dec. 4, 2017. In its petition, the Debtor disclosed $2.18 million in assets and $6.54 million in liabilities. Judge Carl L. Bucki presides over the case. Arthur G. Baumeister, Jr., Esq., at Baumeister Denz, LLP, is the Debtor's bankruptcy counsel. A committee of unsecured creditors was appointed in the Debtor's case. The committee retained Lowenstein Sandler LLP as its bankruptcy counsel; Andreozzi Bluestein LLP as local counsel; and Casciano Consulting Group, LLC as business consultant. AGACI LLC: Taps Berkeley Research Group as Financial Advisor ------------------------------------------------------------ A'GACI, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Berkeley Research Group, LLC as its financial advisor. The firm will, among other things, assist the Debtor in evaluating current liquidity position and forecast and identify strategies to improve liquidity; assess liquidity and capital need under various operating and restructuring scenarios; provide support to the Debtor in its negotiations with potential investors, lenders and other groups; assist in managing relationships with key stakeholder groups; and assist the Debtor in the formulation of a plan of reorganization and in other financial aspects of its case. The firm's customary hourly rates are: Managing Director $845 to $995 Director $695 to $795 Professional Staff $310 to $695 Support Staff $150 to $275 In the 90 days prior to the Petition Date, Berkeley received retainers and payments totaling approximately $681,000 for prebankruptcy services. Gabe Koch, a Berkeley director, 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: Gabe Koch Berkeley Research Group, LLC 2525 McKinnon Street, Suite 400 Dallas, TX 75201 Tel: 469.371.4699 / 214.233.3057 Fax: 214.953.0181 E-mail: gkoch@thinkbrg.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 Web site 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. In the petition signed by manager/CMO David Won, the Debtor disclosed $82 million in total assets and $62 million in total liabilities as of Nov. 25, 2017. 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 No trustee, examiner or official committee of unsecured creditors has been appointed. ALBERTSONS COS: S&P Lowers CCR to B & Term Loans Rating to 'BB-' ---------------------------------------------------------------- Difficult industry conditions and operational miscues have weighed on U.S.-based grocery store operator Albertsons Cos. LLC's (ACL's) operating results. S&P Global Ratings believes management continues to prioritize strategic growth through investments over significant debt reduction and S&P now expects leverage to remain above 6x over the next year. S&P Global Ratings is thus lowering its corporate credit rating on Albertsons Cos. LLC to 'B' from 'B+'. The outlook is stable. S&P said, "Concurrently, we lowered our issue-level rating on the company's term loans to 'BB-' from 'BB'. The recovery rating remains '1', indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. "At the same time, we also lowered the issue-level rating on the company's senior unsecured notes to 'B' from 'B+'. The recovery rating remains '4', indicating our expectation for average (30%-50%; rounded estimate: 30%) recovery for lenders in the event of a payment default. "We also lowered the issue-level rating on the Safeway and NAI unsecured notes to 'CCC+' from 'B-'. The recovery rating remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default." S&P related, "The downgrade reflects ACL's weaker-than-expected performance and our view that industry conditions will remain challenging in 2018. As a result, we now expect leverage will remain above 6x, our previously established downgrade threshold, through fiscal 2018. In our view, heightened competition, rising wage pressure, the need to invest in price, and investments in omni-channel capabilities continue to affect operating results. Despite higher leverage and cash burn in fiscal 2017, we expect operating performance to stabilize, capital spending to decline, and benefits from the recently enacted tax reform to result in good FOCF generation in fiscal 2018. "The stable outlook reflects our belief that operating performance will stabilize throughout fiscal 2018 as fewer competitive openings, moderate food inflation, and further synergy realization will result in earnings growth. We also expect ACL will generate positive free operating cash flow during fiscal 2018 and maintain adequate liquidity. "We could lower the rating on ACL if operating results deteriorate, causing us to believe the company's competitive position has diminished. Under this scenario, we would expect negative ID sales to accelerate, further margin compression as price investments and promotional activity fail to drive traffic, and cash burn to increase, causing us to reevaluate the company's business profile. "Although unlikely over the next 12 months, we could raise our rating one notch if adjusted leverage approaches 5x. Under this scenario, we would expect to see improving operating results, including sustained positive ID sales and stabilizing margins, leading to EBITDA growth approximately 20% above our current forecast. For an upgrade to occur, we would also expect the company to prioritize its use of FOCF toward debt reduction over acquisitions or dividends." ALLIANCE EQUITIES: Taps as Schafer and Weiner as Legal Counsel -------------------------------------------------------------- Alliance Equities, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Schafer and Weiner, PLLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Daniel Weiner $465 Michael Baum $465 Howard Borin $385 Joseph Grekin $360 Leon Mayer $295 Kim Hillary $310 John Stockdale $325 Jeffery Sattler $275 Jason Weiner $275 Shanna Kaminski $275 Nicholas Marcus $245 Legal Assistant $150 Prior to the Petition Date, Schafer and Weiner received a $10,000 payment from Equity Interests, LLC, an affiliate, to provide legal services, including insolvency planning for the Debtor. Michael Baum, Esq., at Schafer and Weiner, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Schafer and Weiner can be reached through: Michael E. Baum, Esq. Schafer and Weiner, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304 Phone: (248) 340-5540 E-mail: mbaum@schaferandweiner.com About Alliance Equities Alliance Equities LLC is a single member LLC that owns a 23,100 square foot light industrial warehouse facility located at 2850 Alliance Dr., Waterford, MI 48328. Alliance Equities sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 17-57301) on Dec. 19, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Marci B. Mcivor is the case judge. Schafer and Weiner, PLLC, is the Debtor's legal counsel. AP GAMING: S&P Alters Outlook to Pos. & Affirms 'B' CCR ------------------------------------------------------- U.S. gaming equipment manufacturer AP Gaming Holdings LLC's parent, PlayAGS Inc. (formerly AP Gaming Holdco Inc.) completed an initial public offering (IPO) and used net proceeds to repay debt, resulting in about a 1.5x reduction in S&P's adjusted leverage measure. S&P Global Ratings believes the IPO enhances AP Gaming's liquidity position since it provides the company a potential alternate source of funds in addition to excess cash flow and revolver availability for growth investments. AP Gaming is also seeking an amendment to its credit agreement to modestly reduce interest expense, which would improve operating cash flow and enhance the company's liquidity position. S&P Global Ratings is thus revising its outlook on Las Vegas-based AP Gaming Holdings LLC to positive from negative. S&P affirmed all of its ratings on the company, including the 'B' corporate credit rating. The outlook revision to positive from negative reflects meaningful improvement in AP Gaming's leverage and coverage following the use of IPO proceeds for debt repayment, coupled with S&P's expectation that the company will generate sufficient cash flow in 2018 to internally fund capital expenditures, including growth-related capital expenditures. Pro forma for the IPO and the repayment of $154 million 11.25% payment-in-kind (PIK) notes, S&P estimates leverage improved to about 5.2x at Dec. 31, 2017 from about 6.7x, and total interest coverage improved to about 2.7x from about 2.0x. The outlook revision also reflects S&P's forecast for adjusted leverage to improve to the mid-4x area by the end of 2018, a level at which S&P would consider higher ratings. S&P believes leverage sustained under the mid-4x area would provide sufficient cushion for AP Gaming to complete additional tuck-in acquisitions that modestly increase leverage and to absorb unexpected declines in operating performance while remaining below our 5x upgrade threshold. The positive outlook stems from S&P's belief that AP Gaming's leverage will improve to the mid-4x area by the end of 2018. S&P also also expect the company to generate sufficient cash flow to internally fund growth related capital expenditures. S&P said, "We could raise the rating one notch once adjusted leverage improves to below the mid-4x area. We believe this level of leverage would provide sufficient cushion for AP Gaming to complete modestly leveraging tuck-in acquisitions and to absorb modest unexpected declines in operating performance while remaining below our 5x upgrade threshold. Before raising the rating, we would also want to be confident that maintaining adjusted leverage under 5x was aligned with the financial policy of the controlling financial sponsor owner and that the financial sponsor would reduce its stake in the company over time. "We could revise the outlook to stable if we no longer expected adjusted leverage to be maintained under 5x. This could likely result from operating underperformance or if the company pursues a leveraging transaction. While less likely, lower ratings could be considered if operating performance meaningfully underperforms our forecast at a time when growth capital expenditures remain high, and the company begins to deplete excess cash balances and revolver availability." APPLE VALLEY, MN: S&P Lowers Rating on 2016C Bonds to BB+ --------------------------------------------------------- S&P Global Ratings lowered its ratings to 'A+ (sf)' from 'AA- (sf)', to 'BBB+ (sf)' from 'A- (sf)', and to 'BB+ (sf)' from 'BBB (sf)' on the city of Apple Valley, Minn.'s first tier 2016A, second tier 2016B, and third tier 2016C senior living revenue bonds (Minnesota Senior Living LLC Project), respectively. The outlook is stable. "The downgrades are almost entirely attributed to the higher-than-expected maximum annual debt service, and not the project's actual financial performance in fiscal 2017, which is very much in line with pro forma projections," said S&P Global Ratings credit analyst Joanie Monaghan. "The stable outlook reflects our view of the experience of the owners and management team and their ability to manage costs and maintain revenue at levels that result in DSC ratios commensurate with the rating on each series of bonds. Additionally, the high asset quality of the property lends to the stable outlook." The Series 2016 bonds were issued in late 2016 by the city of Apple Valley on behalf of the borrower, Minnesota Senior Living LLC. The 2016 issuance consists of four tranches of debt, with the fourth tranche being unrated. Proceeds of the bonds were used by the borrower to acquire eight senior living facilities located in the Minneapolis-St. Paul metro area that consist of 1,007 rental independent living, assisted living, and memory care beds. Proceeds of the bonds were also used to fund debt service reserve funds for the subordinate series and to pay certain capital and issuance costs. APPVION INC: Wants to Obtain $5-Mil. Financing From Citizens Bank ----------------------------------------------------------------- Appvion, Inc. and its affiliated debtors seek permission from the U.S. Bankruptcy Court for the District of Delaware authorizing the Debtors to enter into (i) certain letter of credit facility agreement with Citizens Bank, N.A., dated as of Feb. 2, 2018, by which letters of credit in an aggregate amount not to exceed at any time outstanding $5 million may be issued secured by cash collateral; and (ii) the third amendment to the superpriority senior debtor-in-possession credit agreement dated as of Oct. 2, 2017, to allow the Debtors to issue new or replacement letters of credit and in connection therewith increase the post-petition secured obligation incurred by the Debtors by $400,000. As reported by the Troubled Company Reporter on Nov. 20, 2017, the Debtors obtained from the Court a final order allowing them to obtain postpetition financing of up to $325,300,000 from a group of leaders with Wilmington Trust as administrative agent and PJT Partners LP as sole lead arranger. The Debtors say that the Final DIP Order contemplated a new letter of credit facility, but did not carve-out the cash collateral securing the new letters of credit from the DIP Lenders collateral package. For the avoidance of doubt, the Debtors request that the Final DIP Order be deemed amended to provide that Citizens has the sole perfected security interest on the cash collateral securing the Letter of Credit Facility, which facility will be separate from the DIP Credit Agreement. Citizens is not a prepetition lender of the Debtors and the Letter of Credit Facility bears no relationship with any prepetition obligations of the Debtors. The Debtors were unable to obtain letters of credit on more favorable terms than the Letter of Credit Facility. The Debtors state that since the commencement of these cases, they have worked diligently to stabilize their business operations. Simultaneously, the Debtors and their professionals have also worked with the DIP Lenders and Second Lien Lenders, as well as the Committee, toward a resolution of these bankruptcy cases. This process is continuing, and it remains critical during this time that the Debtors continue their business operations in the ordinary course to avoid additional interruptions. The Debtors now seek the entry of an order supplementing the Final DIP Order and granting authority to increase the post-petition secured obligations incurred by the Debtors through the Letter of Credit Facility and authority to enter into the Letter of Credit Facility and related cash collateral documentation and the Third Amendment. Under the Letter Of Credit Facility Agreement, Appvion, Inc., the account party, agrees to pay to Citizens, LC Issuer, a letter of credit fee in an amount equal to 1.35% of the LC Amount on the date of issuance of any LC and, if applicable, on any anniversary thereof, if the LC remains outstanding on anniversary. The Account Party will also pay to the LC Issuer an issuance fee in an amount equal to 0.80% of the LC Amount on the date of issuance and shall pay the LC Issuer's customary amendment, negotiation or document examination and other administrative fees as in effect from time to time. The Account Party grants, conveys, assigns, pledges, hypothecates, sets over and transfers to the LC Issuer the LC Collateral Account, all funds and other assets, from time to time, in the LC Collateral Account and, without duplication, the Account Collateral and proceeds to secure the Obligations. The Account Party will at all times maintain a cash balance in the LC Collateral Account equal to or greater than 102.5% of the aggregate amount of LC Amount of all outstanding Letters of Credit. The LC Issuer will return any excess cash collateral at any time that a Letter of Credit is terminated or drawn. The Account Party authorizes the LC Issuer, with notice to the Account Party, to debit the LC Collateral Account, from time to time, to pay any Obligations. At any time and from time to time, upon the LC Issuer's request, the Account Party will promptly execute and deliver any and all further instruments and documents as may be reasonably necessary, appropriate or desirable in the LC Issuer's reasonable judgment to obtain the full benefits (including perfection and priority) of the security interest created or intended to be created by Section 7 and of the rights and powers herein granted or granted pursuant to any other Transaction Document. The Account Party will not create or suffer to exist any Lien on the LC Collateral Account or any Account Collateral other than the Lien granted hereunder. A copy of the Debtors' request is available at: http://bankrupt.com/misc/deb17-12082-411.pdf About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc. and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. ARCH COAL: S&P Raises CCR to BB- & Rating on $300M Loan to 'BB' --------------------------------------------------------------- U.S.-based thermal and metallurgical (met) coal producer Arch Coal Inc. has leverage moving toward the lower end of S&P Global Ratings' expected 2x–3x range. Arch maintains a financial policy that in S&P's view would allow the company to maintain its credit quality, even with moderately lower coal prices. S&P Global Ratings is thus raising its corporate credit rating on St. Louis-based Arch Coal Inc. to 'BB-' from 'B+'. The outlook is stable. S&P said, "At the same time, we also raised our issue-level rating on the company's $300 million senior secured term loan due in 2024 to 'BB' from 'BB-' with a '2' recovery rating, indicating our expectation for substantial recovery (70%-90%; rounded estimate: 85%) in the event of a default." S&P related, "The upgrade of Arch Coal to 'BB-' is based on our view that the company will maintain adjusted leverage below 3x with liquidity exceeding $400 million even if met coal prices fall moderately. "The stable outlook reflects our expectation that Arch's adjusted leverage will remain below 3x and that funds from operations (FFO) to debt will remain above 30% over the next 12 months. Close to 65% of the company's 2018 thermal production is committed with fixed prices, and we believe that credit measures will remain within current ranges even if coal prices weaken moderately in 2018. "We could lower the rating if we expected adjusted leverage to remain above 3x. This could happen if Arch issued about $350 million more debt with no earnings growth. It could also happen if realized met coal prices fell 15% or more below 2017 levels, which were just above $100 per ton." S&P added, "Although it's unlikely within the next year, we could raise our rating on Arch if the company were to meaningfully elevate its profitability such that EBITDA margins exceeded 30%, contributing to FFO to debt above 45% and debt to EBITDA well below 2x. We would expect Arch to achieve these metrics while maintaining balanced contributions from its segments along with a commitment from management to sustain these metrics over the long term, with a low likelihood of increasing debt significantly during cyclical upswings." AVALON CARE: New Liquidating Plan Amends Treatment of MidCap Claim ------------------------------------------------------------------ Avalon Care Center - Chandler, LLC, filed with the U.S. Bankruptcy Court for the District of Utah a disclosure statement, dated Jan. 26, 2018, for its proposed plan of liquidation. The latest liquidating plan now consists of seven classes and modifies the treatment of MidCap Financial Services, LLC's allowed secured claim in Class 3. Unless MidCap's claim is later reclassified as a Class 6 Subordinated Claim, MidCap will be paid the proceeds from the liquidation of the Debtor's remaining assets, to the extent that there are any and excluding the Alter Ego Claims, up to the amount of the Class 3 Claim, 60 days after such funds are received by the Reorganized Debtor. Should the proceeds of the secured assets be insufficient to fully satisfy the Class 3 Claim, the unpaid portion of the Allowed Amount of this Claim will be paid a Pro Rata Distribution as a Class 6 Subordinated Claim. Class 6, subordinated claims, is impaired under the plan. Each holder of an Allowed Subordinated Claim will receive a Pro Rata Distribution on account of such Claim, following the payment in full of all Allowed Class 5 Unsecured Claims. Payment will occur on a pro rata basis within 90 days after Allowed Class 5 Unsecured Claims are paid in full. The prior plan did not provide a separate classification and treatment of subordinated claims. A full-text copy of the Disclosure Statement dated Dec. 20, 2017, is available at: http://bankrupt.com/misc/utb17-27825-68.pdf A full-text copy of the Disclosure Statement dated Jan. 4, 2018, is available at: http://bankrupt.com/misc/utb17-27825-73.pdf A full-text copy of the Disclosure Statement dated Jan. 26, 2018, is available at: http://bankrupt.com/misc/utb17-27825-89.pdf About Avalon Care Center - Chandler Avalon Care Center - Chandler, LLC, operates skilled nursing care facilities. It is an affiliate of Avalon Care Center - Chowchilla, LLC, which sought bankruptcy protection (Bankr. E.D. Cal. Case No. 17-12721) on July 17, 2017. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-27825) on September 7, 2017. Anne Stuart, the authorized representative, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Joel T. Marker presides over the case. BANK OF ANGUILLA: Files Chapter 11 Modified Liquidation Plan ------------------------------------------------------------ National Bank of Anguilla (Private Banking & Trust) Ltd. filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement with respect to its modified liquidating plan dated Jan. 26, 2018. Class 2 under the modified liquidating plan is comprised of Interests in the Debtor. No distribution will be made by the Debtor or the Reorganized Debtor to holders of allowed Interests. Rather, the Debtor or the Reorganized Debtor will turnover the proceeds of the Assets to the Administrator, who will distribute such proceeds in the Anguillian Proceeding in accordance with the orders of the Anguillian Court; provided, however, that no distribution will be made to holders of Interests in the Debtor unless and until the Debtor's Creditors have been paid in full (with any interest required by the Anguillian Court) on account of their Claims against the Debtor in the Anguillian Proceeding. Class 2 is entitled to vote. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-11806-252.pdf About National Bank of Anguilla The National Bank of Anguilla was formed in 1984 and started operating in 1985, when it acquired the Anguilla branch of the Bank of America National Trust & Savings Association, according to its website. The private-banking unit provides financial services to offshore clients around the world and is wholly owned by its parent, Bloomberg News notes. The parent ceased banking operations on April 22, 2016. It started liquidating in an Anguillan court the following month. On May 26, it petitioned for bankruptcy court protection from U.S. creditors. Banking operations were transferred to the National Commercial Bank of Anguilla, which is wholly owned by the government. The private bank's case is In re National Bank of Anguilla (Private Banking & Trust Ltd.) Case No. 16-11806 (Bankr. S.D.N.Y.). The parent's case is Case No. 16-11529 in the same bankruptcy court. BARONG LLC: SMPH Plan to be Funded from Sale of Colorado Properties ------------------------------------------------------------------- SM Property Holdings, LLC, a/k/a SMOU Property Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement to accompany its plan of reorganization dated Jan. 26, 2018. The SMPH Plan is a joint competing plan to the Amended Plan and Disclosure Statement filed on Oct. 30, 2017, by Barong, SiSu, and SMPH. Because of infighting as between Dennis and Bonnie Havlik directed at Sharon Mou related to Barong and SiSu, the SMPH Plan is filed to include a Plan Administrator to assist in the liquidation of the Barong and SiSu properties. The properties are the real property located at 100 East Meadow Drive, Unites 2, 3, 5, 6B, 6C and 9, Vail Village Plaza Condominiums, Vail, Colorado, and five garage spaces located at Unites 784, 791, 792, 800, and 801, Village Inn Plaza, Vail, Colorado. The third-party Plan Administrator is intended to allow for an independent third-party to evaluate and liquidate the Properties in a reasonable business manner. SMPH will retain its assets as a reorganized debtor or as otherwise provided in the Plan. If the Plan is approved by the Court, the Plan is the permanent restructuring of the Debtors' financial obligations. The Plan also provides a means through which the Debtors will restructure or repay their obligations. The Plan will provide the Debtors with an opportunity to pay all creditors through the sale of assets and the generation of income from the sale of assets. Allowed unsecured claims in Classes 3, 7, and 10 will be on a pro-rata basis from the sale or refinance of the Properties. Funding of the Plan will be derived from the sale of Barong and SiSu Properties. A full-text copy of the SMPH Disclosure Statement is available at: http://bankrupt.com/misc/cob17-14551-246.pdf About SiSu Too, LLC SiSu Too, LLC, based in Avon, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14555) on May 16, 2017. The Hon. Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq, at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Sharon Mou, manager. The Debtor has filed a bankruptcy petition within the past eight years in the District of Colorado or there is a related case pending in the District under Case No. 17-14551 EEB. Pursuant to L.B.R. 1073-1, this case has been reassigned to the judge that heard or is assigned the previous case. Judge Brown was added to the case and the involvement of Judge Michael E. Romero was terminated. Barong, LLC, Sisu Too, LLC, and SM Property Holdings, LLC, a/k/a SMOU Property Holdings, LLC, are jointly administered under Case No. 17-14551-EEB. BAY CIRCLE: Taps M. Denise Dotson as Special Counsel ---------------------------------------------------- Bay Circle Properties, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire M. Denise Dotson, LLC, as special counsel. The firm will provide legal services to the company and its affiliates in connection with the appeal styled Bay Circle Properties, LLC, et al. v. SEG Gateway, LLC, et al. (N.D. Ga. Case No. 1:17-CV-04715). The firm will charge an hourly fee of $250. The legal fees will be paid by Chuck Thakkar, manager. M. Denise Dotson, Esq., a partner at Dotson, disclosed in a court filing that her firm does not represent any interest adverse to the Debtors and their estates. The firm can be reached through: M. Denise Dotson, Esq. M. Denise Dotson, LLC 170 Mitchell St. Sw Atlanta, GA 30303-3441 Phone: (404) 526-8869 About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. In the petition signed by Chuck Thakkar, manager, Bay Circle estimated $1 million to $10 million in assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc., as real estate broker. No trustee has been appointed in the Debtors' cases. BAYWAY HAND: Trustee Seeks to Extend Century 21 Employment ---------------------------------------------------------- Donald Conway, the Chapter 11 trustee for Bayway Hand Car Wash Corp., filed an application with the U.S. Bankruptcy Court for the District of New Jersey to extend the employment of Century 21 AMH Commercial to March 9, 2018. The trustee hired the firm last year to sell the Debtor's real property located at 4778 Broadway, New York. Proceeds from the sale will be used to fund a Chapter 11 plan of reorganization. Under the agreement, Century 21 will get a commission of 5% if the property fetches up to $5 million and a 3% commission if the purchase price is more than $5 million. About Vazquez and His Companies Jose Louis Vazquez and four related entities, Bayway Hand Car Wash Corp., Harlem Hand Car Wash Corp., J.V. Car Wash Ltd. and Webster Hand Car Wash Corp., each filed a voluntary petition for reorganization under chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 13-32632) on Oct. 16, 2013. The Debtors' bankruptcy cases are jointly administered pursuant to the Bankruptcy Court's Order dated Nov. 16, 2013. By order dated May 28, 2014, the Bankruptcy Court directed the appointment of a Chapter 11 trustee for the Debtors. Donald F. Conway serves as the Chapter 11 trustee for the Individual Debtor. Donald V. Biase serves as the Chapter 11 trustee for the Business Debtors. As of the Petition Date, each of the Business Debtors owned and operated a car wash facility at a different location in the New York metropolitan region and Vazquez was the 100% owner of the Business Debtors. During the course of the bankruptcy cases, the Business Debtors have ceased operating their car wash businesses. In August 2015, the Business Debtors' Trustee sold the car wash operations and real estate owned by Webster. In March 2016, the Business Debtors' Trustee closed the car wash operated by Harlem and the Vazquez Trustee sold the real estate owned by the Individual Debtor from which Harlem operated. In March 2017, the Business Debtors' Trustee closed the car wash operated by J.V. and the Vazquez Trustee began to market for sale the Broadway Property from which J.V. operate. The Vazquez Trustee may be reached at: Donald F. Conway The Mercadien Group 3625 Quakerbridge Rd. Hamilton, NJ 08619 Counsel for the Vazquez Trustee: J. Alex Kress, Esq. Becker, LLC 354 Eisenhower Parkway Plaza II, Suite 1500 Livingston, NJ 07039 Telephone: (973) 422-1100 Email: akress@becker.legal BIG E AUTOMOBILE: Taps Kevin T. Helenius as Legal Counsel --------------------------------------------------------- Big E Automobile Rebuild, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire the Law Office of Kevin T. Helenius as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Kevin Helenius, Esq., the attorney who will be handling the case, charges an hourly fee of $350. Paralegals charge $150 per hour. The firm does not hold or represent any interest adverse to the Debtor's estate, according to court filings. Helenius can be reached through: Kevin T. Helenius, Esq. Law Office of Kevin T. Helenius 40 Lake Bellevue, Suite 100 Bellevue, WA 98005 Tel: 425-450-7011 Fax: 425-984-7055 E-mail: kevin.helenius@frontier.com About Big E Automobile Rebuild Based in Burien, Washington, Big E Auto Rebuild, Inc. -- http://www.bigeautorebuild.com/-- offers complete auto body shop and auto paint shop services. It has been family owned and operated since 1970 and provides service to Seattle, West Seattle, Bellevue, Renton, SeaTac, Kent and Federal Way areas from the Burien facility. Big E Automobile Rebuild sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-10264) on Jan. 23, 2018. In the petition signed by John Willard, president, the Debtor disclosed $1.33 million in assets and $2.04 million in liabilities. Judge Christopher M. Alston presides over the case. The Law Office of Kevin T. Helenius is the Debtor's counsel. BON-TON STORES: Case Summary & 40 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: The Bon-Ton Stores, Inc. 2801 E. Market Street York, PA 17402 Type of Business: The Bon-Ton Stores Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 260 stores, which includes nine furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Boston Store, Bergner's, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. https://www.bonton.com/ Chapter 11 Petition Date: February 4, 2018 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- The Bon-Ton Stores, Inc. (Lead Case) 18-10248 Bonstores Holdings One, LLC 18-10247 The Bon-Ton Department Stores, Inc. 18-10249 The Bon-Ton Giftco, LLC 18-10250 Carson Pirie Scott II, Inc. 18-10251 Bon-Ton Distribution, LLC 18-10252 McRIL, LLC 18-10253 Bonstores Realty One, LLC 18-10254 Bonstores Holdings Two, LLC 18-10255 Bonstores Realty Two, LLC 18-10256 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Lead Restructuring Counsel: Kelley A. Cornish, Esq. Elizabeth R. McColm, Esq. Claudia R. Tobler, Esq. Alexander Woolverton, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 E-mail: kcornish@paulweiss.com emccolm@paulweiss.com ctobler@paulweiss.com awoolverton@paulweiss.com Debtors' Co-Counsel: Pauline K. Morgan, Esq. Sean T. Greecher, Esq. Andrew L. Magaziner, Esq. Elizabeth S. Justison, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: pmorgan@ycst.com sgreecher@ycst.com amagaziner@ycst.com ejustison@ycst.com Debtors' Investment Banker: PJT PARTNERS LP Debtors' Financial Advisor: AP SERVICES, LLC Debtors' Notice, Claims, Solicitation & Balloting Agent: PRIME CLERK LLC Web site: https://www.primeclerk.com Debtors' Real Estate Advisor: A&G REALTY PARTNERS LLC Total Assets: $1.58 billion Total Debt: $1.74 billion The total assets and total debts are listed according to Bon-Ton Stores' unaudited financial statements as of Oct. 28, 2017, as set forth in the Debtor's Form 10-Q. The Debtor's Form 10-Q lists the aggregate total assets and total debts of the Debtor and its subsidiaries. All intercompany transactions have been eliminated in consolidation. The petitions were signed by Michael Culhane, executive vice president - chief financial officer. A full-text copy of Bon-Ton Stores' petition is available at: http://bankrupt.com/misc/deb18-10248.pdf List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Spark Foundry Trade $8,753,824 222 Merchandise Mart, Suite 550 Chicago, IL 60654 Shaun J. Killeen Tel: 313-471-5780 Email: shaun.killeen@smvgroup.com Estee Lauder Trade $5,065,830 PO Box 223523 Pittsburgh PA 15251-2523 Josephine Adamou Tel: 631-847-8483 Email: jadamou@esteee.com Hanesbrands Trade $3,629,360 21700 Network Place Chicago, IL 60673-1217 Susan Venable Tel: 336-519-4821 Email: susan.venable@hanes.com Keurig Green Mountain Inc. Trade $3,507,041 PO Box 414159 Boston MA 02241-4159 Jessica Leonard Tel: 612-308-9609 Email: jessika.leonard@keurig.com Michael Kors USA Inc. Trade $2,820,230 PO Box 732670 Dallas TX 75373-2670 Kathy A. Morris Tel: 201-514-8028 Email: kathy.morris@michaelkors.com Perry Ellis Trade $2,359,448 PO Box 277017 Atlanta GA 30384-7017 Robert Cantillo Tel: 305-873-1004 Email: robert.cantillo@pery.com Ralph Lauren Trade $2,201,811 PO Box 911371 Dallas TX 75391-1371 Kenneth I. Cruz Tel: 201-531-6571 Email: kenneth.cruz@ralphlauren.com Nine West Trade $2,147,625 PO Box 277512 Atlanta, GA 30384-7512 Ann Marie Rygalski Tel: 215-826-6807 Email: arygalski@ninewestholdings.com RACM Lease Agreement $1,900,000 809 North Broadway Milwaukee WI 53202 Tel: 414-286-5730 Email: racminfo@milwaukee.gov Under Armour Trade $1,580,691 PO Box 791022 Baltimore MD 21279-1022 Kimberly Troast Tel: 410-468-2512 ext. 6589 Email: ktroast@underarmour.com Marc Fisher LLC Trade $1,379,449 777 West Putman Ave Greenwich, CT 06830 Gillian Shepard Tel: 203-413-5329 Email: gillian.shepherd@fisherfootwear.com Nuwave LLC Trade $1,246,355 1795 N Butterfield RD Libertyville IL 60048 Keith Handen Tel: 224-206-3061 Email: keith.hamden@nuwavenow.com Elizabeth Arden Trade $1,107,909 PO Box 418906 Boston MA 02241-8906 Wendel Kralovich Email: wendel.kralovich@revlon.com G III Leather Fashion Inc. Trade $1,025,074 PO Box 29242 New York NY 10087-9242 Joanne Mayer Email: joanne.mayer@giii.com Indo Count Global Inc. Trade $978,480 295 Fifth Ave, Suite 1019 New York NY 10016 Tel: 616-416-7000 Email: sales@indocount.us Chicago Tribune Trade $977,060 435 N Michigan Ave. Chicago IL 60611 Carmela Siracusa Tel: 212-609-3070 Email: carmela.siracusa@amerexgroup.com Levi Strauss Trade $964,718 PO Box 100883 Atltanta GA 30384 Arlene Butchko Tel: 541-242-7630 Email: abutchko@levi.com Skechers USA Inc. Trade $910,131 PO Box 74008181 Chicago IL 60674-8181 Yoland Rojas Tel: 310-318-3100 X 4312 Email: yoland@skechers.com Constellation NewEnergy Inc. Trade $878,378 PO Box 4640 Carol Stream IL 60197-4640 Kenneth Howanski Tel: 888-635-0827 Email: kenneth.howanski@constellation.com Conversant Inc. Trade $876,549 Attn: John Ardis 101 N Wacker, 23rd Floor Chicago IL 60606 John Ardis Tel: 630-488-2020 Email: jardis@conversantmedia.com Deckers Outdoor Corp DBA Teva Trade $855,642 PO Box 8424 Pasadena CA 91109 Gina Pritchard Tel: 800-713-7517 ext 1254 Email: gina.prichard@deckers.com Uncas International LLC Trade $829,485 PO Box 780841 Philadelphia PA 19178-0841 Felice Silvia Tel: 401-231-0266 Website: www.uncas.com Oakdale Mall II LLC Trade $818,542 PO Box 416525 Boston MA 02241-6525 Robert Minutoli Tel: 844-614-4114 Famma Group Inc. Trade $798,599 4510 Loma Vista Ave Vernon CA 90058 Nancy Frakenberg Email: nancy.frankenberg@fammagroupinc.com Samsonite LLC Trade $770,163 Dept CH 19296 Palatine IL 60055-9296 Jim Rego Tel: 508-851-1427 Email: james.rego@samsonite.com Collection XIIX Trade $769,148 1370 Broadway, 17th FL New York NY 10018 Mitchell Grossman Tel: 646-929-6047 Email: mgrossman@collectionxiix.com Oxford Industries Inc. Trade $735,495 999 Peachtree St NE, Suite 688 Atlanta GA 30309 Mike Scott Tel: 404-234-9853 Email: mscott@oxfordinc.com Select Brands Trade $735,163 10814 Renner Blvd Lenexa KS 66219 Webb Roberts Email: webb.roberts@selectbrands.com Fossil Inc. Trade $686,206 901 S Central Expwy Richardson, TX 75080 Brandon Babayans Tel: 469-587-3644 Email: bbabyans@fossil.com My Pillow Inc Trade $657,010 343 East 82nd Street Chaska MN 55318 Michael Lindell Tel: 952-400-1180 Shiseido Cosmetics Trade $655,475 900 Third Avenue, 9th Floor New York NY 10022 Janet Bachman Tel: 770-363-5504 Email: jbachman@bpi.shiseido.com Kayser Roth Corporation Trade $650,648 102 Corporate Center Blvd Greensbobo NC 27408 Todd Howard Tel: 336-547-4654 Byer California Trade $647,197 62685 Collection Dr Chicago IL 60693-0626 Tim Hanlon Email: thanlon@byer.com Capital Building Services Trade $638,671 540 Capital Drive, Suite 100 Lake Zurich, IL 60047 Rick Aiello Tel: 847-3800 Notations Trade $626,910 Attention: Tess Maghirang 539 Jacksonville Road Warminster PA 18974 Helen Schreiner Tel: 215-259-2000 ext 180 Email: helens@notations.com Coty Prestige Trade $618,933 75 Remittance Dr Suite 6440 Chicago, IL 60675-6440 Lisa Cross Tel: 732-605-2709 Email: lisa_cross@cotyinc.com William Carter Company Trade $612,410 3436 Peachtree Road NE, Suite 1800 Atlanta GA 30326 Robin Shannon Tel: 678-791-7637 Email: robin.shannon@carters.com Keeco Trade $610,315 30736 Wiegman Rd Hayward CA 94544 Martin Berry Tel: 510-401-5036 Email: mberry@lkeeco.com BT Multi LLC Trade $600,327 c/o WP Carey Inc. 50 Rockefeller Plaza, 2nd FL New York, NY 10020 Ian R Winters Tel: 212-972-2245 LJ Accessories Trade $587,539 140 Candace Drive Maitland FL 32751 Tel: 407-671-0111 Email: info@landjaccessories.com BON-TON STORES: Files Ch.11 in Delaware; Has $725M DIP Loan ----------------------------------------------------------- The Bon-Ton Stores, Inc., and its subsidiaries filed voluntary petitions for a court-supervised financial restructuring under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on Feb. 4, 2018. The Company is currently engaged in constructive discussions with potential investors and its debtholders regarding the terms of a financial restructuring plan. Bon-Ton intends to use this court-supervised process to explore potential strategic alternatives to maximize value for the benefit of its stakeholders, which may include a sale of the Company or certain of its assets as part of the plan of reorganization. Bon-Ton Stores did not make a $14 million interest payment on its 8% second-lien notes due on Dec. 15, 2017. As of Oct. 28, 2017, Bon-Ton Stores had $1.58 billion in total assets, $1.74 billion in total liabilities and a total shareholders' deficit of $155.96 million. Bill Tracy, President and Chief Executive Officer, said, "We are currently engaged in discussions with potential investors and our debtholders on a financial restructuring plan, and the actions we are taking are intended to give us additional time and financial flexibility to evaluate options for our business. Bon-Ton has seven well-loved brands and associates who have remained committed to delivering excellent service to our customers for decades. During this court-supervised process, we plan to continue operating in the normal course and executing on our key initiatives to drive improved performance." Mr. Tracy continued, "We appreciate the ongoing dedication of our associates, whose hard work in serving our loyal customers is critical to our success and the future of our company. Importantly, we look forward to continuing to provide our customers with quality merchandise and an exceptional shopping experience in our stores and across e-commerce and mobile platforms as we move through this financial restructuring process." $725,000,000, 9-Month Funding from ABL Lenders Bon-Ton has received a commitment from its existing ABL lenders for up to $725 million in debtor-in-possession (DIP) financing which, subject to court approval, is expected to support the Company's operations during the financial restructuring process. In connection with the Chapter 11 Cases, the Debtors filed a motion seeking, among other things, interim and final approval of debtor-in-possession financing on terms and conditions set forth in a proposed Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement to be entered into among: -- the Company and the other Debtors, -- Bank of America, N.A., as administrative agent and co-collateral agent, -- Wells Fargo Bank, National Association, as co-collateral Agent, and -- certain other lenders party thereto. If approved by the Bankruptcy Court, the DIP Credit Agreement will provide for a senior secured super-priority credit facility in an aggregate principal amount of up to $725 million, subject to the terms and conditions detailed therein. If approved by the Bankruptcy Court, the approximately $493 million outstanding in pre-petition debt under the Prepetition ABL Agreement will be rolled into the DIP Credit Agreement and will constitute obligations thereunder. The component that is accrued and unpaid interest and related fees and expenses (other than certain prepayment premiums) will be paid in cash on the closing date of the DIP Credit Agreement. The stated maturity of the DIP Credit Agreement is expected to be November 1, 2018. Borrowings of Tranche A Loans under the DIP Credit Agreement will bear interest at a rate equal to LIBOR plus 2.75% or Base Rate plus 1.75% per annum payable in cash. Borrowings of Tranche A-1 Loans under the DIP Credit Agreement will bear interest at a Rate equal to LIBOR plus 9.5% or Base Rate plus 8.5% per annum payable in cash. If approved by the Bankruptcy Court, the Debtors expect to use the proceeds of the DIP Credit Agreement to refinance the Prepetition ABL Agreement, to pay the costs and expenses of administering the Chapter 11 Cases and to finance working capital and other general corporate needs, subject to the terms and conditions of the DIP Credit Agreement and an interim and final order entered by the Bankruptcy Court. The DIP Credit Agreement includes an increase in the aggregate borrowing base for excess availability and a decrease in the minimum excess availability covenant, and will provide additional liquidity to the Company. The obligations under the DIP Credit Agreement constitute, subject to a carve-out for professional fees and expenses, super-priority administrative expense claims in the Chapter 11 Cases, secured by first priority security interests and liens on all present and after acquired property of the Debtors, which security interests and liens are subject only to the professional fee carve-out and certain other permitted priority and approved liens specified in the DIP Order or permitted under the DIP Credit Agreement. The DIP Credit Agreement provides that the Debtors must comply with certain budgets approved by the lenders set forth therein. The DIP Credit Agreement also contains certain covenants which, among other things, and subject to certain exceptions, require the Debtors to comply with certain milestones and restrict the Debtors' ability to incur additional debt or liens, pay dividends, prepay certain other indebtedness, sell, transfer, lease, or dispose of assets, and make investments in or merge with another company. If the Debtors were to violate any of the covenants under the DIP Credit Agreement and were unable to obtain a waiver, it would be considered a default. If the Debtors were in default under the DIP Credit Agreement, no additional borrowings thereunder would be available unless the default were waived or cured. If an Event of Default (as defined in the DIP Credit Agreement) occurred, the Agent would have the right, among other things, to declare all obligations immediately due and payable. The DIP Credit Agreement provides for customary events of default. Bon-Ton disclosed in a regulatory filing with the Securities and Exchange Commission that the Chapter 11 bankruptcy constitutes an event of default that accelerated the Debtors' respective obligations under these debt instruments: Outstanding Debt Instrument Principal Amount --------------- ---------------- Indenture, dated as of May 28, 2013, $350,000,000 by and among The Bon-Ton Department Stores, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral Agent Second Amended and Restated Loan and $493,000,000 Security Agreement, dated as of as of Feb. 3, March 21, 2011, by and among The Bon-Ton 2018 Department Stores, Inc., Carson Pirie Scott II, Inc., Bon-Ton Distribution, LLC, McRIL, LLC, Bonstores Realty One, LLC and Bonstores Realty Two, LLC, as borrowers, and The Bon-Ton Stores, Inc., The Bon-Ton Giftco, LLC, Bonstores Holdings One, LLC and Bonstores Holdings Two, LLC, as guarantors, certain financial institutions as lenders and Bank of America, N.A., as agent, as amended thereafter The Debt Instruments provide that, as a result of the Chapter 11 Filings, the principal and accrued interest due thereunder are immediately due and payable. As a result of the Chapter 11 Filings, the ability of the Debtors' creditors to seek remedies to enforce their respective rights against the Debtors under the Debt Instruments are automatically stayed and the holders' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. The DIP Credit Agreement contemplates a refinancing of amounts due under the Prepetition ABL Agreement. Business as Usual Bon-Ton has filed a number of customary motions with the Bankruptcy Court seeking authorization to support its operations during the financial restructuring process, including authority to pay wages and provide health and other employee benefits, and to pay vendors in the ordinary course for all goods and services provided on or after the Chapter 11 filing date. The Company expects to receive Bankruptcy Court approval for these requests. The Debtors are seeking Bankruptcy Court authorization to jointly administer the chapter 11 cases under the caption "In re: The Bon-Ton Stores, Inc., et al." Case No. 18-10248. In a press statement on Sunday, Bon-ton said its stores, e-commerce and mobile platforms under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates are open and operating as usual. The Company previously announced that it is closing 47 stores in 2018, four of which closed in January and one store that is near completion and 42 additional at which store closing sales began on February 1, 2018, and will run for approximately 10 to 12 weeks. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as the Company's legal counsel, AlixPartners LLP is serving as restructuring advisor and PJT Partners, Inc. is acting as financial advisor. According to a prior report by the Troubled Company Reporter, Bon-Ton has partnered with a third-party liquidator, Hilco Merchant Resources, to help manage the store closing sales. About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 256 stores, which includes nine furniture galleries and four clearance centers, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. BON-TON STORES: Will Close 42 Stores as Part of Turnaround Plan --------------------------------------------------------------- The Bon-Ton Stores, Inc. announced the 42 locations that will be closed as part of its previously communicated store rationalization program. The closing stores will include locations under all of the Company's nameplates. "As part of the comprehensive turnaround plan we announced in November, we are taking the next steps in our efforts to move forward with a more productive store footprint," said Bill Tracy, president and chief executive officer for The Bon-Ton Stores. "Including other recently announced store closures, we expect to close a total of 47 stores in early 2018. We remain focused on executing our key initiatives to drive improved performance in an effort to strengthen our capital structure to support the business going forward." Mr. Tracy continued, "We would like to thank the loyal customers who have shopped at these locations and express deep gratitude to our team of hard-working associates for their commitment to Bon-Ton and to serving our customers." In order to ensure a seamless experience for customers, Bon-Ton has partnered with a third-party liquidator, Hilco Merchant Resources, to help manage the store closing sales. The store closing sales are scheduled to begin on Feb. 1, 2018 and run for approximately 10 to 12 weeks. Associates at these locations will be offered the opportunity to interview for available positions at other store locations. The closing locations are in addition to five other recently announced store closures, four of which the Company completed at the end of January and one at which the Company will conclude its closing sale in February. Following is the full list of closing stores: NAMEPLATE MALL CITY STATE --------- ---- ---- ----- Herberger's Pine Ridge Mall Chubbuck ID Carson's Clearance Center Aurora Shopping Aurora IL Center Carson's Riverside Plaza Chicago IL Carson's Village Mall Danville IL Carson's Northland Plaza DeKalb IL Carson's Clearance Center Village Plaza Morton Grove IL Bergner's Sheridan Village Peoria IL Carson's Streets of Woodfield Schaumburg IL Carson's Mounds Mall Anderson IN Carson's Fair Oaks Mall Columbus IN Carson's Concord Mall Elkhart IN Carson's Circle Centre Mall Indianapolis IN Carson's Five Points Mall Marion IN Younkers College Square Mall Cedar Falls IA Younkers Westdale Mall Cedar Rapids IA Elder-Beerman Kentucky Oaks Mall Paducah KY Elder-Beerman Adrian Mall Adrian MI Carson's Orchards Mall Benton Harbor MI Herberger's Clearance Center Birch Run Station Maplewood MN Bon-Ton Steeplegate Mall Concord NH Bon-Ton Phillipsburg Mall Phillipsburg NJ Bon-Ton Aviation Mall Queensbury NY Bon-Ton Salmon Run Mall Watertown NY Elder-Beerman Northtowne Mall Defiance OH Bon-Ton The Point at Carlisle Plaza Carlisle PA Bon-Ton The Commons Dubois PA Bon-Ton Millcreek Mall Erie PA Bon-Ton The Johnstown Galleria Johnstown PA Bon-Ton Susquehanna Valley Mall Selinsgrove PA Bon-Ton Nittany Mall State College PA Bon-Ton Stroud Mall Stroudsburg PA Bon-Ton Trexler Mall Trexlertown PA Herberger's Cache Valley Mall Logan UT Younkers Fox River Mall Appleton WI Boston Store Heritage Village Beaver Dam WI Elder-Beerman Eclipse Center Beloit WI Younkers Forrest Mall Fond Du Lac WI Younkers Lakeshore Edgewater Plaza Manitowoc WI Younkers Pine Tree Mall Marinette WI Boston Store Clearance Center 5659 S. 27th Street Milwaukee WI Younkers Mariner Mall Superior WI Younkers Wausau Center Mall Wausau WI Previously Announced NAMEPLATE MALL CITY STATE --------- ----- ----- ----- Bon-Ton Valley Mall Hagerstown MD Younkers Westwood Mall Marquette MI Bon-Ton St. Lawrence Centre Massena NY Bon-Ton University Mall South Burlington VT Elder-Beerman Grand Central Mall Vienna WV About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin -- http://www.bonton.com-- operates 260 stores, which includes nine furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc. is an active and positive participant in the communities it serves. Bon-Ton Stores reported a net loss of $63.41 million for the year ended Jan. 28, 2017, a net loss of $57.05 million for the fiscal year ended Jan. 30, 2016, and a net loss of $6.97 million for the year ended Jan. 31, 2015. As of Oct. 28, 2017, Bon-Ton Stores had $1.58 billion in total assets, $1.74 billion in total liabilities and a total shareholders' deficit of $155.96 million. * * * As reported by the TCR on Dec. 21, 2017, S&P Global Ratings lowered its corporate credit rating on Bon-Ton Stores to 'SD' (selective default) from 'CCC'. The downgrade follows Bon-Ton's recent announcement that it did not make a $14 million interest payment on its 8% second-lien notes due on Dec. 15. A payment default has not yet occurred under the indenture governing the notes, which provides a 30-day elected grace period. S&P said, "However, we believe there is a high likelihood that the company will not make the interest payment in full within the stated grace period. We think the company did not make the interest payment to preserve shrinking liquidity and a restructuring, either out of court or through a court reorganization, is likely in the near future." In November 2017, Moody's Investors Service downgraded The Bon-Ton Stores' Corporate Family Rating to 'Caa3' from 'Caa1'. The downgrade reflects the high likelihood of a distressed exchange to reduce its debt obligations and improve the company's long term liquidity profile. CABLE & WIRELESS: Moody's Rates New $1.825BB Sec. Loans Ba3 ----------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to the proposed USD1.825 billion senior secured term loan B-4 due February 2026 to be issued by Coral-US Co-Borrower LLC (Coral-US) and guaranteed by Sable International Finance Limited (SIFL) and other group entities, which proceeds will be used to repay the existing USD1.825 billion term loan B-3 due January 2025. The outlook on the rating is stable. The Ba3 corporate family rating (CFR) of Cable & Wireless Communications Limited (CWC or the group), Coral-US's and SIFL's ultimate parent company, and the ratings of the other debt instruments within the group remain unchanged. RATINGS RATIONALE The transaction consists of a new 8-year USD1.825 billion senior secured term loan B-4 due February 2026, which proceeds will be used to repay the existing USD1.825 billion senior secured term loans B-3 due January 2025. The purpose of the transaction is also to re-price the loan and make some amendments to the loan terms and conditions to align it to the most recent debt documentation of the group. The refinancing is leverage neutral and will slightly reduce financing costs and extend average debt life. The new term loan B-4 has the same Ba3 rating as the existing term loan B-3. The new term loan B-4 benefits from the same guarantees as the existing term loan B-3 and is similarly secured by share pledges over the guarantors. Following the full repayment of its outstanding debt in Q3 2017, guaranteeing subsidiaries have also included Columbus International Inc. The terms and conditions of the term loan B-4 will include amendments compared to the existing term loan B-3 to conform the term loan B-4 to the most recent debt documentation of the USD700 million notes issued in August 2017 and, in particular, give CWC the possibility to establish in the future a new intermediary holding company and eventually simplify its debt structure by having two layers of debt, one secured and one unsecured. CWC's Ba3 CFR continues to reflect its effective business model, strong profitability and leading market positions throughout the Caribbean and Panama. On the other hand, the rating also considers the company's large exposure to emerging economies, increasing competitive pressures in some markets, negative free cash flow generation and high leverage. While a recent split-off placed CWC and the other Latin American assets of Liberty Global plc (Ba3 stable), the former parent company of CWC, under a separately-listed holding company, Liberty Latin America Ltd., CWC will continue for the time being to benefit from Liberty Global's operational and technical support through the existence of service agreements. The stable outlook reflects expectations for EBITDA margin (including Moody's adjustments) remaining around 40%, moderate revenue growth and the maintenance of an adequate liquidity position. The outlook also incorporates a decline in the adjusted debt/EBITDA ratio and the return to breakeven free cash flow within the next 12 to 18 months. A ratings upgrade could be considered if more conservative financial policies lead to deleveraging to under 2.5x (adjusted debt/EBITDA), on a consolidated basis, while maintaining stable adjusted EBITDA margins and generating strong positive free cash flow. CWC's ratings could be downgraded if adjusted debt/EBITDA remains over 4.0x, on a consolidated basis, or if adjusted EBITDA margin declines toward 35%, both on a sustained basis. If the company's market shares decline or its liquidity position weakens, the ratings would also come under pressure. The principal methodology used in this rating was Telecommunications Service Providers published in January 2017. CWC is an integrated telecommunications provider offering mobile, broadband, video, fixed-line, business and IT services in Panama, Jamaica, the Bahamas, Trinidad & Tobago, and Barbados in addition to 13 other markets in the Caribbean and Seychelles. For the 12 months ended in September 2017, CWC generated revenues of $2.3 billion. CALCEUS ACQUISITION: Moody's Hikes CFR to B3; Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Calceus Acquisition Inc.'s ("Cole Haan") Corporate Family Rating ("CFR") to B3 from Caa1, Probability of Default Rating ("PDR") to B3-PD from Caa1-PD, and the rating on the senior secured first lien term loan to B3 from Caa1. The rating outlook is stable. "The upgrade reflects Cole Haan's improved liquidity profile, with sufficient revolver availability even in peak revolver use periods and positive free cash flow generation driven by earnings growth and continued working capital management," said Moody's analyst Raya Sokolyanska. "Moody's expects the company to maintain solid metrics for the B3 rating category, including debt/EBITDA of about 5 times and EBIT/interest expense of low-1 time." Moody's took the following rating actions for Calceus Acquisition, Inc.: - Corporate Family Rating, upgraded to B3 from Caa1; - Probability of Default Rating, upgraded to B3-PD from Caa1-PD; - $306 million ($320 million face value) Senior Secured Term Loan due 2020, upgraded to B3 (LGD4) from Caa1 (LGD4) - Stable outlook RATINGS RATIONALE The B3 CFR reflects Cole Haan's small scale, fashion risk, and exposure to challenging conditions in the apparel and footwear market. The rating also reflects the company's relatively high leverage of low-5 times and low interest coverage of about 1 time EBIT/interest expense (Moody's-adjusted, as of December 2, 2017). Nevertheless, the rating is supported by Cole Haan's good brand recognition, outperformance within the sector due to solid product and digital execution, and diverse distribution channels. The company's good liquidity profile, including expectations for positive free cash flow and sufficient revolver availability to meet seasonal working capital needs provides key support to the rating. The stable outlook reflects Moody's expectations for Cole Haan to generate modest earnings growth and maintain a good liquidity profile. The ratings could be upgraded if the company continues to generate solid revenue and earnings growth and maintains good liquidity. Quantitatively, the ratings could be upgraded if Cole Haan maintains Moody's-adjusted debt/EBITDA below 4.5 times and EBITA/interest expense above 1.75 times. The ratings could be downgraded if the company's EBITDA or liquidity deteriorates, including failure to address its debt maturities in a timely manner, negative free cash flow or reduced revolver availability. Quantitatively, ratings could be downgraded if Moody's-adjusted EBITA/interest expense is sustained below 1 time. Headquartered in Greenland, NH, Cole Haan is a designer and retailer of men's and women's footwear, handbags, and accessories. Net revenues for twelve months ended December 2, 2017 were approximately $600 million. Apax Partners and current management purchased the company from NIKE Inc. in early 2013. The principal methodology used in these ratings was Retail Industry published in October 2015. CAROLEI REALTY: Taps DelBello Donnellan as Legal Counsel -------------------------------------------------------- Carolei Realty LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give advice on any potential sale of its business; help the Debtor obtain financing; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Attorneys $375 to $620 Law Clerks $200 Legal Assistants $150 Paralegals $150 DelBello received a pre-bankruptcy retainer of $31,717, including the filing fee in the sum of $1,717. Dawn Kirby, Esq., disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Dawn Kirby, Esq. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: 914-681-0288 E-mail: dkirby@ddw-law.com About Carolei Realty Carolei Realty LLC, a privately-held company, listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company owns in fee simple a real property located at 800 Allerton Avenue, Bronx, New York, with a revenue-based valuation of $3 million. Carolei Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-22145) on Jan. 26, 2018. In the petition signed yb John Ciardullo, managing member, the Debtor disclosed $3.15 million in assets and $83,915 in liabilities. Judge Robert D. Drain presides over the case. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the Debtor's legal counsel. CARTEL MANAGEMENT: Has Until Feb. 28 to Exclusively File Plan ------------------------------------------------------------- The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California has extended, at the behest of Cartel Management, Inc., and Titans of Mavericks, LLC, the exclusivity periods for the Debtors to file a plan of reorganization and to solicit acceptance of the plan through and including Feb. 28, 2018, and April 30, 2018. As reported by the Troubled Company Reporter on Jan. 2, 2018, the Debtors asked the Court to extend the exclusivity periods for each of the Debtors to file a plan of reorganization and to obtain acceptance of the plan to and including Feb. 27, 2018, and April 30, 2018, respectively. The Debtors require additional time to finalize the plan, and believe that they will be in a position to file a plan within the next 30 to 45 days. The Debtors said that their proposed plan is nearly complete, but they need additional time to present a plan and disclosure statement that have been approved by the Debtors' principal. Due to the holiday season, the Debtors' principal and the Debtors' counsel have been unable to meet in person during the past several weeks in order to finalize and file a plan and disclosure statement. A copy of the court order is available at: http://bankrupt.com/misc/cacb17-11179-191.pdf About Cartel Management Cartel Management, Inc., and Titans of Mavericks, LLC -- http://www.titansofmavericks.com/-- promote, organize and host a sporting event in "big wave" surfing known as "Titans of Mavericks" at the Pacific Ocean surf break popularly known as "Maverick's" located near Half Moon Bay, California. Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 17-11179) on Jan. 31, 2017. Griffin Guess, president of Cartel, signed the petitions. At the time of filing, Cartel estimated assets of less than $1 million and estimated liabilities of $1 million to $10 million. Titans estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Deborah J. Saltzman presides over the cases. The Debtors engaged David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles, California, as bankruptcy counsel. The Debtors tapped Hartford O. Brown, Esq., at Klinedinst PC, as special counsel in relation to the potential sale of their assets, and to handle disputes with Red Bull Media House North America, Inc., and other third parties. The Debtors also tapped Tyler Paetkau, Esq., of Hartnett, Smith & Paetkau to represent them on certain proceedings, including administrative proceedings before the San Mateo County Harbor District, the California Coastal Commission, the San Mateo County Planning and Building Department, and National Oceanic and Atmospheric Administration. CENVEO CORP.: Moody's Lowers PDR to D-PD After Chapter 11 Filing ---------------------------------------------------------------- Moody's Investors Service downgraded Cenveo Corporation's ratings, including the company's Probability of Default Rating (PDR, to D-PD from Caa2-PD) and Corporate Family Rating (CFR, to Ca from Caa2), following the company's Chapter 11 filing announcement on February 2, 2018. Concurrently, Moody's also downgraded its ratings for the company's debt as outlined below. The rating outlook is stable. Shortly following this rating action, Moody's will withdraw all ratings and the rating outlook of Cenveo consistent with Moody's practice for companies operating under the purview of the bankruptcy court. Downgrades: Issuer: Cenveo Corporation -- Probability of Default Rating, Downgraded to D-PD from Caa2-PD -- Corporate Family Rating, Downgraded to Ca from Caa2 -- Senior Secured Second Lien Notes, Downgraded to C (LGD5) from Caa3 (LGD5) -- Senior Secured First Lien Notes, Downgraded to Ca (LGD3) from Caa1 (LGD3) Outlook Actions: Issuer: Cenveo Corporation -- Outlook, Remains Stable RATINGS RATIONALE The downgrade of the PDR to D-PD reflects Cenveo's petition for relief under Chapter 11 of the US Bankruptcy Code in the United States. The Ca rating on the 6% secured notes due 2019 and the C rating on the 8.5% junior lien notes due 2022 incorporates Moody's final recovery assumptions. The principal methodology used in these ratings was Media Industry published in June 2017. Cenveo, headquartered in Stamford, Connecticut provides envelope converting, commercial printing, and label/packaging to its customers. CHAPELDALE PROPERTIES: Taps Chris Cooke Team as Real Estate Broker ------------------------------------------------------------------ Chapeldale Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire a real estate broker. The Debtor proposes to employ Chris Cooke Team to market and sell its real properties in Baltimore County, Maryland. Cooke will get 5% of the sales price. The fee to be charged by the firm is contingent upon the actual closing of a sale. Christopher Cooke, principal of the firm, disclosed in a court filing that he does not hold any interest adverse to the Debtor, its creditors or equity holders. The firm can be reached through: Christopher Cooke Chris Cooke Team 3500 Boston Street, Suite 232 Baltimore, MD 21224 Office Phone: 410.814.2400 Direct Line: 410.814.2408 Cell Phone: 443.802.2728 Fax 1.866.902.8025 E-mail: ccooke@remax.net chris@chriscooketeam.com About Chapeldale Properties 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. In the petition signed by Ronald Talbert, its manager, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge David E. Rice presides over the case. The Debtor tapped the Law Offices of David W. Cohen as its legal counsel. 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 CHRIS CARLSON: Unsecureds to Receive $20K Over 5-Year Period ------------------------------------------------------------ Chris Carlson Hot Rods, LLC, submits a combined small business plan and disclosure statement dated Jan. 26, 2018. The Debtor, Chris Carlson Hot Rods, LLC, f/d/b/a Chaotic Customs, operates a vehicle restoration and auto body shop business in Mulvane, Kansas. Class 5 under the plan consists of all allowed unsecured claims. The Class 5 claims as scheduled or filed total allowable claims at approximately $537,404.67. The Class 5 Claims will receive distributions totaling $20,000 over a five-year period. Payments will be made annually in the amount of $4,000 per year, commencing not later than one year after the Effective Date. Funds will be distributed on a pro-rata basis. This class is impaired. Payments and distributions under the Plan will be funded through Debtor's future earnings. The Debtor may, but is not required to, liquidate assets in order to consummate this Plan. A copy of the Combined Plan and Disclosure Statement is available for free at: http://bankrupt.com/misc/ksb17-11660-115.pdf About Chris Carlson Hot Rods Chris Carlson Hot Rods, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-11660) on Aug. 28, 2017. Christopher Carlson, its manager, signed the petition. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Robert E. Nugent presides over the case. The Debtor hired Eron Law P.A. as its bankruptcy counsel and Larson & Company, P.A. as its accountant. Arst & Arst, P.A. is counsel to the official committee of unsecured creditors formed in the case. CLINTON NURSERIES: Taps Lewitz Balosie as Accountant ---------------------------------------------------- Clinton Nurseries, Inc., received approval from the U.S. Bankruptcy Court for the District of Connecticut to hire retain Lewitz, Balosie, Wollack, Rayner & Giroux, LLC, as its accountant. The firm will conduct an audit of the Debtor's 401(k) Profit Sharing Plan and Trust and prepare an auditor's report for 2016. Lewitz will charge a flat fee in the sum of $15,000 for its services. The firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Lewitz can be reached through: Andrew Balosie Lewitz, Balosie, Wollack Rayner & Giroux, LLC 36 Elm Street Old Saybrook, CT 06475-1150 Phone: +1 860-388-4451 About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. The cases are jointly administered under Case No. 17-31897. In the petition signed by David Richards, president, Clinton Nurseries estimated its assets and liabilities at $10 million to $50 million. Judge James J. Tancredi presides over the cases. The Debtors hired Zeisler & Zeisler, P.C. as their bankruptcy counsel and TrueNorth Capital Partners LLC as their investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee retained Green & Sklarz LLC as its bankruptcy counsel. COBALT INT'L: Securities Class Action Plaintiffs Seek Dismissal --------------------------------------------------------------- This Notice concerns the securities class action In re Cobalt International Energy, Inc. Securities Litigation, Case No. 4:14-cv-03428 (NFA) (the "Action"), on behalf of all persons and entities who purchased or otherwise acquired securities of Cobalt in the open market or pursuant or traceable to the offerings during the period from March 1, 2011 through November 3, 2014 (the "Class"). The offerings are as follows: (i) the registered public offerings of stock on February 23, 2012, January 16, 2013 and May 8, 2013; (ii) the registered public offering of Cobalt 2.625% Convertible Senior Notes due 2019 on December 11, 2012; and (iii) the registered public offering of Cobalt 3.125% Convertible Senior Notes due 2024 on May 8, 2014. Plaintiffs hereby provide notice that they will request voluntary dismissal without prejudice of their claims against Defendant Cobalt International Energy, Inc. ("Cobalt"). On December 14, 2017, Defendant Cobalt filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Southern District of Texas, Case No. 17-36709 (MI). Plaintiffs' claims against Cobalt have been stayed in accordance with 11 U.S.C. 362(a)(1) of the Bankruptcy Code. Plaintiffs' voluntary dismissal would not dismiss any claims against any of the other Defendants in the Action. Should any member of the Class wish to object to the dismissal of Cobalt, such objection must be mailed within 30 days after the publication of this Notice to: The Honorable Nancy F. Atlas United States District Court for the Southern District of Texas Houston Division c/o Office of the Clerk of Court P.O. Box 61010 Houston, TX 77208 Questions about the case or this Notice should be directed to court-appointed Lead Counsel for the Class: Andrew J. Entwistle Entwistle & Cappucci LLP Telephone: (212) 894-7200 David R. Stickney Bernstein Litowitz Berger & Grossmann LLP Telephone: (858) 793-0070 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. In the petitions signed by CFO David D. Powell, 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. COBALT INTERNATIONAL: SEC Concludes FCPA Investigation ------------------------------------------------------ The United States Securities and Exchange Commission concluded its FCPA investigation relating to the Angolan operations of Cobalt International Energy, Inc. and advised that the SEC staff does not intend to recommend any enforcement action by the SEC against Cobalt. This formally concludes the SEC investigation, which was opened in March 2017, as disclosed in a Form 8-K filed with the SEC. About Cobalt Cobalt -- 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. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors are represented by 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. COLUMBIA DENTAL: Taps Crossley Law Offices as Legal Counsel ----------------------------------------------------------- Columbia Dental Management, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Crossley Law Offices, LLC, as its legal counsel. The firm will advise the company regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm received an interim retainer in the sum of $6,000 from William Adams, president of Columbia Dental. David Crossley, Esq., the attorney who will be handling the case, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David C. Crossley, Esq. Crossley Law Offices, LLC 448 Concord Street Framingham, MA 01702 Tel: (508) 655-6085 Fax: (508) 310-9022 E-mail: dcrossley@crossley-law.com About Columbia Dental Management Columbia Dental Management, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-10219) on Jan. 23, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Joan N. Feeney presides over the case. Crossley Law Offices, LLC, is the Debtor's counsel. COMMERCIAL BARGE: S&P Lowers CCR to CCC+ on Weak Credit Metrics --------------------------------------------------------------- U.S.-based shipping company Commercial Barge Line Co. (CBL) maintained weaker-than-expected credit measures over the past year due to weak market conditions and uncertain trends in its end markets, which have continued into 2018. S&P Global Ratings is therefore lowering its corporate credit rating on Jeffersonville, Ind.-based Commercial Barge Line Co. to 'CCC+' from 'B-'. The outlook is negative. S&P said: "At the same time, we lowered our issue-level rating on the company's $1.1 billion (outstanding) senior secured term loan to 'CCC+' from 'B-' and revised the recovery rating to '4' from '3'. The '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default." The downgrade reflects CBL's extremely high debt leverage following its weaker-than-expected operating performance over the past year, which was due to uncertain market conditions that continue to exist in its industry. The company has reported consecutive quarters of negative free cash flow and S&P believes it is unlikely that CBL will be able to generate meaningful cash over the next year due to the continued weakness in the domestic shipping market. Barge fleet overcapacity has continued to reduce the pricing of grain, dry bulk, and liquid shipments. This has led CBL to sell the underutilized barges from its fleet and use the proceeds for maintenance capital expenditures. The company has also been reducing its barge manufacturing production capacity in response to the continued weak demand for new barges. Based on S&P's view of the company's limited prospects for free cash flow generation, S&P views CBL's capital structure as unsustainable over the long term. The negative outlook on Commercial Barge Line reflects the company's operational weakness and the challenging conditions in its marine transportation market, which have reduced its utilization and pricing. The negative outlook also incorporates the company's diminishing liquidity reserves absent additional asset sales. S&P does not expect CBL's financial profile to improve materially over the next 12 months. S&P said, "We could lower our ratings on CBL if its liquidity becomes constrained or if further earnings deterioration leads us to conclude that the company will default without an unforeseen positive development over the next 12 months. These scenarios include--but are not limited to--a near-term liquidity crisis, a covenant violation, or the likely implementation of a distressed exchange offer or redemption over the next 12 months. "We could revise our outlook on CBL to stable if its earnings exceed our expectations and we come to believe that the company is on track to achieve sustainable cash flow generation. This could occur if the conditions in the domestic marine transportation market improve, leading to higher utilization and stronger pricing for the company's barge transportation segment. COMMUNITY CARE: Moody's Rates New 1st Lien Debt 'B2' ---------------------------------------------------- Moody's Investors Service rated Community Care Health Network, LLC's ("CCHN", dba "Matrix") new first-lien debt B2. The new debt includes a $20 million revolver that is expected to be undrawn at closing, and a $310 million term loan, whose proceeds will be used to help pay down $193 million of existing term loan debt and to acquire a majority interest in DPN USA, LLC and Affiliates ("HealthFair"), the nation's largest operator of mobile clinics that perform health risk assessments ("HRAs") and diagnostic testing. An equity infusion from Matrix's existing financial sponsors represents the balance of the transaction's cash requirements, which also include fees and expenses. Matrix's B2 Corporate Family Rating ("CFR") and B3-PD Probability of Default rating are unaffected by the refinancing. The outlook remains stable. Assignments: Issuer: Community Care Health Network, LLC -- Senior secured bank credit facilities, maturing 2023 and 2025, Assigned B2 (LGD3) RATINGS RATIONALE The B2 CFR takes into account Matrix's moderately high debt-to-EBITDA financial leverage (on a Moody's-adjusted basis), which, as a result of incorporating HealthFair's high-growth, high-margin operating model, Moody's expects will fall back to about 4.0 times by the end of 2018, roughly where it is currently, and below the 4.2 times level in August 2016, when Moody's originally rated the company. The addition of HealthFair will diversify Matrix's product base, providing individual members of Matrix's Medicare Advantage insurance-company customers with alternatives for completing an HRA and opportunities for additional testing such as ultrasound and mammography, which are not available in a home setting. The acquisition will boost Matrix's modest, $230 million revenue base with rapidly growing services; HealthFair's 2017 revenue of $45 million represented a doubling over the prior year's. If HealthFair's operating trends continue, and if expected synergies are realized, the integration could provide a near-term boost to Matrix's operating margins, which, while good for a services company, depend on management's ability to drive ongoing efficiencies in providing HRAs. The ratings are supported by Matrix's good, first-mover market position and by demand characteristics for HRAs, whose annual use is supported by Medicare Advantage. Demographic trends are currently in Matrix's favor, while legislative risk in the form of a possible repeal of the Affordable Care Act ("ACA") is not viewed as significant in the near term. Those supporting factors are offset somewhat by negative pricing trends for HRAs, which are forcing the company to push for increased market penetration, ancillary services, and productivity gains from its stable of approximately 2,000 nurse practitioners ("NPs"; including those contributed by HealthFair), who have a natural limit to the number of HRAs they can perform in a day. Customer concentration is high, and its risks are evident as a major insurance customer took a significant portion of its HRA-administration function in-house in 2015, which caused an aberrant, 4% falloff in revenue in 2016. Leverage is high as well, but it is moderate for the ratings category, while Moody's expects free cash flow as a percentage of debt of about 10% in 2018, quite strong for the rating. Moody's also believes that the company's private-equity ownership may lead to more aggressive financial policies over time. Moody's views Matrix's liquidity as adequate, with a roughly $15 million cash position that has slowly built since Moody's original ratings assignment, and an undrawn $20 million revolver, supplemented by good free-cash-flow-generation capability and limited debt maturities over the next year. The rating outlook is stable, and reflects Moody's assumption that the addition of HealthFair will enable the company to achieve low-double-digit revenue and earnings growth over the next twelve months along with modest debt reduction. The rating could be upgraded if strong revenue growth and the successful integration of HealthFair enable the company to bring debt-to-EBITDA leverage towards 3.5 times. Moody's could downgrade the rating if revenue slows significantly, indicative, perhaps, of a reversal in volume growth, a steeper-than-expected falloff in HRA pricing, or a legislatively imposed change to the scope of the HRA model; if Moody's expects debt-to-EBITDA leverage to be sustained above 5.0 times; or if free-cash-flow-to-debt falls to low-single-digit percentages. Community Care Health Network, LLC (dba "Matrix") is a leading provider of home-based care management services for Medicare Advantage health plans in the U.S., including health risk assessments ("HRAs") and chronic and post-acute-care management. Moody's expects the company, which was spun out from The Providence Service Corporation in a late-2016 buyout by Frazier Healthcare Partners, to generate 2018 revenues of approximately $325 million, inclusive of HealthFair's acquired revenues. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. COPSYNC INC: Proposes $11K Sale of Five Vehicles to Bid Networks ---------------------------------------------------------------- COPsync, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to authorize the sale of five vehicles: (i) grey 2014 Dodge Charger, VIN 2C3CDXKTXEH364564; (ii) grey 2014 Dodge Charger, VIN 2C3CDXKT8EH371450; (iii) white 2014 Chevrolet Express Van, VIN 1GCWGEBA4E1121310, (iv) black 2013 Hyundai Elantra, VIN 5NPDH4AE9DH223979; and (v) dark blue 2013 Hyundai Sonata, VIN 5NPEB4AC7DH620398, to DR. IT, LLC, doing business as Big Networks, for $11,000. The Vehicles are owned outright by the Debtor. Big Networks, has agreed to purchase, and the Debtor has agreed to sell, all the Vehicles, "as is" for $11,000. The closing of the sale will occur within five business days after the entry of an order approving the Motion. At the Closing, Big Networks will deliver the Purchase Price to the Debtor, the Debtor will deliver to Big Networks a bill of sale for the Vehicles. The Debtor's decision to sell the Vehicles is based on its sound business judgment and belief that it is in the best interest of the estate. The Vehicles are not currently being used in their business, and are not part of the majority of assets that were sold on Nov. 22, 2017. The Vehicles will be sold at a fair and reasonable price, as COPSync received no other offers to purchase the entirety of the Vehicles together, and the sale of the Vehicles will generate value for the estate, as the Estate will receive $11,000. The Debtor asks the Court to waive the 14-day stay period set forth in Fed. R. Bankr. P. 6004(h). About COPsync COPsync, Inc. was created in 2005 as a "software for a service" or "SaaS" platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP, serves as special counsel. Alliance Overnight Document Service, LLC, is the Debtor's noticing agent. CTI BIOPHARMA: Net Financial Standing at $21.2M as of Dec. 31 ------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company disclosed total estimated and unaudited net financial standing of $21.2 million as of Dec. 31, 2017. The total estimated and unaudited net financial standing of CTI Consolidated Group as of Dec. 31, 2017, was $22.1 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $1.9 million as of Dec. 31, 2017. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $2.0 million as of Dec. 31, 2017. During December 2017, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. As of Dec. 31, 2017, there were no amounts overdue of a financial or tax nature, or amounts overdue to social security institutions or overdue to employees. During the month of December 2017, the Company's common stock, no par value, outstanding increased by 1,362 shares. As a result, the number of issued and outstanding shares of Common Stock as of Dec. 31, 2017 was 42,969,494. A full-text copy of the press release is available for free at: https://is.gd/PiHxFH About CTI BioPharma Based in Seattle, Washington, CTI BioPharma Corp. (NASDAQ: CTIC) -- http://www.ctibiopharma.com-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. The Company had $65.53 million in total assets, $37.12 million in total liabilities, and $28.41 million in total shareholders' equity as of Sept. 30, 2017. "Our available cash and cash equivalents were $52.8 million as of September 30, 2017. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2018. This raises substantial doubt about our ability to continue as a going concern," said the Company in its quarterly report for the period ended Sept. 30, 2017. CUMULUS MEDIA: Extends Term of Grimes Employment Thru 2020 ---------------------------------------------------------- Cumulus Media Inc. and Suzanne Grimes, the Company's Executive Vice President of Corporate Marketing and President of Westwood division, on January 26, 2018, entered into a Second Amendment to Employment Agreement. The Amendment is effective as of February 1, 2018. Cumulus Media and Ms. Grimes are parties to the original Employment Agreement, dated as of December 13, 2015. The Amendment extends the initial term of the Employment Agreement through July 31, 2020, and increased Ms. Grimes' salary to $650,000 per year on July 3, 2018. The Amendment also establishes her target bonus at $500,000 for calendar year 2018, in recognition of the salary increase and otherwise consistent with the terms of the Agreement. The Amendment provides that, in the event the Company achieves the performance goals established for the Company as a whole under the EIP and also achieves certain financial and strategic goals related to its corporate marketing initiatives as are mutually agreed upon by Ms. Grimes and the Company's Chief Executive Officer, Ms. Grimes will be eligible to receive an additional annual bonus in a target amount of 20% of her base salary, with such target bonus being $65,000 for calendar year 2018. Finally, Ms. Grimes is eligible to receive an annual award of stock options or restricted shares commensurate with her role, subject to the approval and grant by the Company's Chief Executive Officer and Compensation Committee. Except as amended pursuant to the Amendment, the Agreement remains in full force and effect. A copy of the Amendment is available at https://is.gd/cReOXv About Cumulus Media Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. At the time of filing, the Debtors also entered into a Restructuring Support Agreement with, among others, certain of its secured lenders holding, in the aggregate, approximately 69% of the Company's term loan to reduce the Company's debt by more than $1 billion. Richard Denning, senior vice president and general counsel, signed the Chapter 11 petitions. The Debtors estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. The U.S. Trustee for Region 2 on Dec. 11, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The committee hired Akin Gump Strauss Hauer & Feld LLP as its legal counsel; and Moelis & Company LLC as its financial advisor. DANCING WATERS: Emmaco Buying Governor's Point Property for $5.7M ----------------------------------------------------------------- Dancing Waters, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of the real property located near Bellingham, Washington ("Governor's Point Property") to Emmaco Consulting Group, Ltd., and/or Assigns, for $5,700,000. Each of the Debtors owns undivided partial interests in the Governor's Point Property. The Governor's Point Property is a 125-acre undeveloped residential site located on the Washington coastline approximately six miles south of Bellingham. The Property has 9,500 feet of marine shoreline frontage on Chuckanut, Samish and Pleasant Bays in the Salish Sea. A map of the Governor's Point Property showing the Debtors' ownership interests and a legal description of the Property were previously submitted. Each of the Entity Debtors is owned in varying percentages by Debtor Carl Sahlin or other members of the Sahlin family. Prior to the Petition Date, the Debtors employed Cushman & Wakefield of San Diego, Inc., and Commerce Real Estate Solutions, LLC ("CRES") to assist them with the marketing and sale of the Governor's Point Property. C&W San Diego and CRES marketed the Property nationally and internationally for a period of approximately nine months prior to the Petition Date, and continued to do so following the filing of these cases. Although a number of leads were developed and discussions were had with at least three interested buyers, the Debtors were unable to achieve a sale of the Property during the initial months of the case. The Debtors then determined to proceed to an auction sale of the Property and engaged CBRE, Inc., to provide those services. The Property was further marketed in connection with the auction process. Unfortunately, at the bid deadline only one deposit from a bidder was received who declined to submit a bid. At about that same time, another interested party appeared at the auction location, Land Baron and Co. The Debtors' representatives then negotiated the terms of a purchase with Land Baron, which provided for a purchase price (including buyer's premium) of $9,720,000, a 30-day due diligence period and a 60-day closing, both measured commencing the date of entry of an order approving the sale. The sale was approved by order entered Oct. 20, 2015. Land Baron was unable to consummate the purchase. The Debtors granted Land Baron multiple extensions of its closing deadline, eventually collecting $400,000 in non-refundable earnest money. However, despite these extensions Land Baron was unable to close its purchase, and its contract expired in early June 2016. By then, the Property had been off the market for eight months. As of the Petition Date, Heritage Bank held first- and second-position deeds of trust against each of the parcels comprising the Property, to secure two loans previously made to Sahlin totaling approximately $3.2 million as of the Petition Date. Two other creditors hold secured claims against the Debtors -- Miller Nash Graham & Dunn LLP ("MNGD") filed a proof of claim in the amount of $256,654, secured by a deed of trust encumbering one 20-acre parcel of the Property that is junior to the deeds of trust in favor of Heritage. TENMTR, LLC filed a proof of claim in the amount of $840,602, that is secured by a deed of trust encumbering each of the parcels comprising the Property, junior to the deeds of trust held by Heritage and MNGD. In July 2016, the Debtors entered into a financing transaction with Copper Leaf, LLC, pursuant to which Copper Leaf acquired Heritage's notes and deeds of trust, extended the maturity date fifteen months, and advanced additional funds to the Debtors to pay outstanding real property taxes and administrative expense claims. MNGD agreed to reduce its claim to $100,000, of which $50,000 was paid at the closing of the Financing Transaction, and TENMTR retained its deed of trust subordinate to Copper Leaf and MNGD. Amounts due under the Financing Transaction would be due on Nov. 22, 2017. The Court approved the Financing Transaction by order entered Aug. 22, 2016. The Debtors and their professionals immediately resumed marketing the Property after the failure of the Land Baron transaction, and thereafter negotiated a sale of the Property to Madrona Bay Real Estate Investments, LLC. The Madrona Bay Sale provided for a purchase price of $8,300,000, of which $6,000,000 was to be paid at closing with the balance evidenced by a promissory note due in three years, and a 90-day due diligence and 150-day closing period (commencing on execution of the purchase and sale agreement), with the buyer having the right to extend both for an additional 60 days. The Court approved the Madrona Bay Sale by order entered Dec. 23, 2016. Unfortunately, the Madrona Bay Sale failed to close. By letter from its counsel dated May 16, 2017, Madrona Bay terminated the Madrona Bay Sale. The Debtors believe Madrona Bay's termination was wrongful, and have commenced an adversary proceeding seeking a declaratory judgment determining that the Debtors are entitled to the $200,000 earnest money that Madrona Bay earlier deposited. The Debtors and their professionals again resumed marketing the Property after the failure of the Madrona Bay Sale. In addition to the marketing efforts of C&W of San Diego and CRES, the Debtors engaged TEN-X to provide additional exposure for the Property. The Gaines Sale provided for a purchase price of $6,800,000, all cash at closing, on relatively quick diligence and closing terms. The Gaines Sale was approved by Order of the Court entered on Sept. 8, 2017. Unfortunately, the Gaines Sale failed to close. The Debtors have now negotiated a sale of the Property to the Buyer pursuant to the terms of a Real Property Purchase and Sale Agreement, The material terms of the Sale are: a. Purchase price: $5,700,000, all cash at closing. b. Earnest money: $1,000,000 cash, to be in escrow at the time of hearing on the Motion, to be applied against purchase price. c. Due diligence; Closing: 7-day due diligence period commencing upon execution of the Emmaco PSA (Jan. 26, 2018), closing 14- days following expiration or waiver of due diligence contingency. The Debtors' confirmed plan of liquidation anticipated and is in large part based upon a sale of the Property. Although the plan was based upon the failed Madrona Bay sale transaction, the plan nevertheless was largely based upon the liquidation of the Property to pay creditors to the extent of its sale proceeds. That is what the Sale will do. The Debtors have requested that time be shortened to permit hearing of this matter on the Court's Feb. 9, 2018 calendar. However, there have been few matters to which creditors have objected, or even responded, and the Debtors do not believe creditors will object to the Sale. Time is of the essence, as the Copper Leaf financing matures on Feb. 1, 2018. Under the circumstances, the Debtors believe that notice of the Motion is reasonable and appropriate. About Dancing Waters Dancing Waters, LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 15-13216) on May 22, 2015. Judge Timothy W. Dore is assigned to the case. In the petition signed by Roger Sahlin, manager, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped James L. Day, Esq., at the Bush Strout & Kornfeld LLP, as counsel. DELTA MECHANICAL: Committee Taps Polsinelli as New Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Delta Mechanical Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Polsinelli, PC as its new legal counsel. The committee initially hired Gallagher & Kennedy, P.A., and three of its attorneys John Clemency, Esq., Lindsi Weber, Esq., and Janel Glynn, Esq. The three attorneys are now with the Polsinelli firm. Polsinelli will represent the committee in connection with the confirmation of any proposed bankruptcy plan for Delta and its affiliates, and will provide other legal services related to the Debtors' Chapter 11 cases. The firm's hourly rates range from $400 to $625 for shareholders, $260 to $330 for associates, and $205 to $250 for paralegals. The attorneys expected to provide the services and their hourly rates are: John Clemency $610 Lindsi Weber $415 Janel Glynn $415 Gerrit Steenblik $500 Polsinelli does not hold or represent any interest adverse to the committee, according to court filings. The firm can be reached through: John R. Clemency, Esq. Lindsi M. Weber, Esq. Janel M. Glynn, Esq. Polsinelli, PC One E. Washington, Suite 1200 Phoenix, AZ 85004 Tel: (602) 650-2000 Fax: (602) 264-7033 E-mail: jclemency@polsinelli.com lweber@polsinelli.com jglynn@polsinelli.com About Delta Mechanical Mesa, Arizona-based Delta Mechanical Inc. and its affiliates are engaged, generally, in the installation, maintenance, and repair of plumbing and heating, ventilation, and air conditioning fixtures and equipment. Delta and its affiliates operate in 13 states, and employ approximately 350 people. Each of the entities is a corporation that is wholly owned by Todor and Mariana Kitchukov. Delta Mechanical, et al., sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 15-13316) on Oct. 19, 2015. The Hon. George B. Nielsen, Jr., presides over the cases. In the petition signed yb Todor Kitchukov, president, Delta Mechanical estimated $1 million to $10 million in assets, and $10 million to $50 million in liabilities. The Debtors are represented by John J. Hebert, Esq., Philip R. Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli PC. On Nov. 17, 2015, the United States Trustee's Office appointed the Official Committee of Unsecured Creditors. The Committee is comprised of the following creditors: Douglas Law Office; Barnes Law Offices; and Woodall Law Offices. The Committee has retained Gallagher & Kennedy, P.A., as its legal counsel and MCA Financial Group, Ltd., as its financial advisor. DOLE FOOD: Sale of Minority Interest Credit Positive, Moody's Says ------------------------------------------------------------------ Moody's Investors Service commented that the sale of a minority equity interest in Dole Food Company (Dole; B2 stable) by its owner is credit positive, but ratings are unaffected. Fresh fruit and vegetable producer Dole announced that its owner, Mr. David H. Murdock, has entered into an agreement with fresh produce distribution company Total Produce plc to sell a 45% equity stake in Dole. This transaction is credit positive because it will result in improved governance and includes incentives for Dole to improve EBITDA and reduce net debt. However, it does not affect Dole's ratings or outlook. Dole Food Company, Inc. is a producer of fresh fruit and fresh vegetables. Revenues were $4.5 billion for the 12 months ending October 7, 2017. Dole is a private company owned by its Chairman David Murdock. DOUBLE Y FARMS: Taps Craig M. Geno as Legal Counsel --------------------------------------------------- Double Y Farms, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire Law Offices of Craig M. Geno, PLLC as its legal counsel. The firm will advise the Debtor regarding any proposed reorganization plan; evaluate claims of creditors; assist the Debtor in contract negotiations; and provide other legal services related to its Chapter 11 case. Geno's hourly rates are: Craig Geno, Esq. $400 Associates $250 Paralegals $175 Legal Assistants $175 The firm received a retainer in the sum of $11,700.17. Mr. Geno disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Craig M. Geno, Esq. Jarret P. Nichols, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Fax: 601-427-0050 E-mail: cmgeno@cmgenolaw.com jnichols@cmgenolaw.com About Double Y Farms Double Y Farms, Inc., is a privately-owned company in Duncan, Mississippi, that operates in the farming industry. Double Y Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 18-10168) on Jan. 18, 2018. In the petition signed by Richard Young, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. ERIN ENERGY: Discovers Hydrocarbons in its Oyo-NW Well ------------------------------------------------------ Erin Energy Corporation announced that it has completed the drilling of the Oyo NW well and, based on preliminary evaluation, it has discovered hydrocarbons in the Miocene Formation. The well is located approximately 9.5 kilometers northwest of the Oyo Central field on the Company's offshore Nigeria block 120. The Miocene formation is where several of Erin Energy's neighbors have discovered billions of barrels of hydrocarbons and from which several hundred thousand barrels per day are produced offshore Nigeria. The Company is currently completing well-suspension activities so it can re-enter the well in the future for possible production. "These results are very encouraging and support our technical team's evaluation of the prospectivity of the Miocene and have significantly de-risked the other major Miocene prospects in blocks 120 and 121," stated Femi Ayoade, chief executive officer. "We will move quickly to appraise the discovery. The Miocene is the most prolific producing zone offshore Nigeria, and the presence of these hydrocarbons is a significant step forward in unleashing the value of the Miocene Formation in our blocks." The well was successfully drilled to the proposed total vertical depth subsea (TVDSS) of 12,218 feet and penetrated multiple sand units with total gross thickness of 260 feet in the depth range from 7,052 - 10,873 feet TVDSS as interpreted from wireline log data.(1) Preliminary evaluation of the well data shows that the two main sand units, the Miocene U7.0 and U8.0 with a gross thickness of approximately 83.6 feet are hydrocarbon-bearing. Work has commenced to estimate the discovered volumes and to determine the relevant appraisal and development program. About Erin Energy Erin Energy Corporation -- http://www.erinenergy.com/-- is an independent oil and gas exploration and production company focused on energy resources in sub-Saharan Africa. Its asset portfolio consists of 5 licenses across 3 countries covering an area of 6,100 square kilometers (~1.5 million acres), including current production and other exploration projects offshore Nigeria, as well as exploration licenses offshore Ghana and The Gambia. Erin Energy is headquartered in Houston, Texas, and is listed on the New York and Johannesburg Stock Exchanges under the ticker symbol ERN. Erin Energy reported a net loss attributable to the Company of $142.4 million in 2016, a net loss attributable to the Company of $430.9 million in 2015, and a net loss attributable to the Company of $96.06 million in 2014. As of Sept. 30, 2017, Erin Energy had $229.5 million in total assets, $588.8 million in total liabilities and a total capital deficiency of $359.3 million. Pannell Kerr Forster of Texas, P.C., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses in each of the years ended Dec. 31, 2016, 2015 and 2014, and as of Dec. 31, 2016, the Company's current liabilities exceeded its current assets by $264.4 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. EVERMILK LOGISTICS: Wants Solicitation Period Extended to March 12 ------------------------------------------------------------------ Evermilk Logistics LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana to extend by 31 days, to and including March 12, 2018, the exclusive period in which the Debtor can solicit votes in connection with its Chapter 11 plan. As reported by the Troubled Company Reporter on Dec. 7, 2017, the Court entered a final order extending the periods in which the Debtor has the exclusive right to file a Chapter 11 plan for 30 days up to Dec. 11, 2017, and solicit acceptances of the plan up to Feb. 9, 2018. By court order entered on Jan. 22, 2018, the Court continued the hearing on the disclosure statement until Feb. 7, 2018, to allow the Debtor additional time to seek a resolution regarding the objections. The Debtor is in negotiations regarding the Disclosure Statement and the Objections. In light of the scheduling modification regarding the hearing on the Disclosure Statement, the Debtor requests an extension of the deadline to solicit acceptances of the Plan. A copy of the Debtor's request is available at: http://bankrupt.com/misc/insb17-03613-122.pdf About Evermilk Logistics Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a member-managed Indiana limited liability company wholly owned by Teunis Jan Willemsen. It operates a commercial milk hauling trucking business. Its principal place of business is at 6615 W. 500 N., Frankton, Indiana 46044. Evermilk hauls milk for local dairy farms that sell milk to Dairy Farmers of America. Evermilk has been taking milk to the Eastern and Central United States, and currently is picking up 20-25 tanker loads of milk each day. It currently employs more than 60 driver and administrative or maintenance personnel. Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-03613), on May 15, 2017. In the Petition signed by Teunis Jan Willemsen, member, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. EVIO INC: Closes Private Placement of $5.9M in Conv. Debentures --------------------------------------------------------------- EVIO, Inc. said it has closed its offering of units in the Company, raising an aggregate amount of $5,973,000. The Offering was completed on a best efforts basis through lead agent and bookrunner Dominick Capital Corporation of Toronto, Canada. Each Unit consists of one convertible debenture with a principal face value or denomination of US$1,000, and share purchase warrants in the amount of 250 Warrants per Unit/Debenture. Each whole Warrant will entitle the holder thereof to purchase one additional common share of the Offeror at an exercise price of US $0.80 per Warrant Share for a period of 24 months after the closing of the Offering. Convertible Debentures have a maturity date of 36 months from issuance. Simple interest will be paid on a simple basis at a rate of 8% per annum. It will be paid quarterly in arrears until maturity or until conversion. The principal amount of the Debentures and any accrued interest thereon will be convertible at the option of the Investor into common shares of the Offeror at any time at a conversion price of US$0.60 per Conversion Share. The Company intends to use the net proceeds of the Offering to fund the development and expansion of its California laboratory operations as well as for working capital, retire existing debt and for general corporate purposes. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States or to a U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. About EVIO, Inc. EVIO, Inc. (formerly Signal Bay, Inc.) -- www.eviolabs.com -- is a life science company focused on advancing and analyzing cannabis as a means for improving quality of life. The Company provides analytical testing services, advisory services and performs product research in its accredited laboratory testing facilities. The Company's EVIO Labs division operating coast-to-coast provides state-mandated ancillary services to ensure the safety and quality of the nation's cannabis supply. The Company is headquartered in Bend, Oregon. EVIO's independent accounting firm MaloneBailey, LLP, in Houston, Texas, issued a "going concern" opinion in its report on the Company's financial statements for the year ended Sept. 30, 2017, noting that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. EVIO reported a net loss of $3.59 million for the year ended Sept. 30, 2017, following a net loss of $2.55 million for the year ended Sept. 30, 2016. As of Sept. 30, 2017, EVIO had $6.01 million in total assets, $5.79 million in total liabilities and $225,441 in total equity. FC GLOBAL: Opportunity Fund Has 14.7% Stake as of Dec. 22 --------------------------------------------------------- Opportunity Fund I-SS, LLC disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Dec. 22, 2017, it beneficially owns 1,871,833 shares of common stock, par value $0.01 per Share, of FC Global Realty Incorporated, constituting 14.71% of the shares outstanding. On Dec. 11, 2017, Opportunity Fund entered into a Stock Pledge Agreement with First Capital Real Estate Operating Partnership, LP. Pursuant to that Stock Pledge Agreement, FCOP pledged 251,215 shares of Common Stock and 35,335 shares of Series A Preferred Stock as security for a loan made by the Reporting Person to First Capital Master Advisor, LLC in the original principal amount of $1,000,000. On Dec. 11, 2017, Opportunity Fund entered into a separate Stock Pledge Agreement with FCOP. Pursuant to that Stock Pledge Agreement, FCOP pledged 628,019 shares of Common Stock and 88,333 shares of Series A Preferred Stock as security for a loan made by the Reporting Person to First Capital Real Estate Trust Incorporated in the original principal amount of $2,500,000. Master Advisor and FCRETI are affiliates of FCOP. Both Stock Pledge Agreements provide the Reporting Person with an option to purchase the pledged shares in exchange for making an assignment of the respective loans to FCRETI. The option period under both Stock Pledge Agreements commences 60 days after the date of the loan and extends through the life of the loan. Pursuant to a Securities Purchase Agreement, dated Dec. 22, 2017, between Opportunity Fund and the Issuer, Opportunity Fund paid $1,500,000 to the Issuer in exchange for 1,500,000 shares of Series B Preferred Stock. Pursuant to the Purchase Agreement, the Reporting Person may, but is not obligated to invest up to $15,000,000 in the Issuer in a series of subsequent closings, in exchange for shares of Series B Preferred Stock at a purchase price of $1.00 per share. A full-text copy of the regulatory filing is available at: https://is.gd/ol7lXB About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) re-incorporated in Nevada on Dec. 30, 2010, originally formed in Delaware in 1980, is a real estate investment company holding or in the process of acquiring investments in a variety of current and future real estate projects, including residential developments, hotels and resort communities and commercial properties including gas station sites. The company is headquartered in New York, NY. PhotoMedex reported a loss of $13.26 million in 2016 following a loss of $34.55 million in 2015. As of Sept. 30, 2017, FC Global had $14.06 million in total assets, $9.03 million in total liabilities and $5.03 million in total stockholders' equity. Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016, the Company had an accumulated deficit of $115.6 million and shareholders' deficit of $1.40 million. Also, during the most recent periods the Company has incurred losses and negative cash flows from continuing operations and was forced to sell certain assets and business units to obtain additional liquidity resources to support its operations. In addition, on Jan. 23, 2017, the Company completed the sale of its consumer products division which represented the sale of substantially all of the remaining operations and assets of the Company. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FIELDWOOD ENERGY: Moody's Appends LD Designation to Caa3 PDR ------------------------------------------------------------ Moody's Investors Service appended a limited default (LD) to Fieldwood Energy LLC.'s Caa3-PD Probability of Default Rating (PDR). Concurrently, Moody's affirmed Fieldwood's all other ratings, including the Caa3 Corporate Family Rating (CFR), B3 first lien reserve based term loan (RBTL), B3 senior secured first lien term loan (FLTL), Caa3 senior secured first lien last-out (FLLO), and Ca second lien term loan (SLTL). The rating outlook remains negative. The appending of the PDR with an "/LD" designation indicates limited default, reflecting missed interest payments on the company FLLO, SLTL and Sponsor SLTL on December 29, 2017. The company subsequently entered into forbearance agreements on January 2, 2018 with the aforementioned lenders. Fieldwood continues to service the RBTL and FLTL facilities and normally conduct its business operations. The following summarizes Fieldwood's ratings. Issuer: Fieldwood Energy LLC -- Ratings Affirmed -- Probability of Default Rating, Affirmed Caa3-PD/LD (LD appended) -- Corporate Family Rating, Affirmed Caa3 -- First-Lien Reserve Based Senior Secured Term Loan, Affirmed B3 (LGD2) -- First-Lien Senior Secured Term Loan, Affirmed B3 (LGD2) -- First-Lien Last-Out Senior Secured Term Loan, Affirmed Caa3 (LGD3) -- Second-Lien Senior Secured Term Loan, Affirmed Ca (LGD5) Outlook Actions: -- Maintain Negative Outlook RATINGS RATIONALE Fieldwood's Caa3 CFR reflects its unsustainable capital structure, looming debt maturities, poor liquidity, including limited cash balance and no revolving credit facility, and large debt-like plugging & abandonment (P&A) obligations that require significant ongoing cash expenditures. The company is facing a potential restructuring after skipping interest payments on certain debt instruments in late December 2017 and entering into forbearance agreements with some of its lenders in early January 2018. The rating also considers Fieldwood's concentration in the US Gulf of Mexico shelf, short proved developed (PD) reserve life, and exposure to 3rd party pipelines that have suffered frequent shut-ins in recent quarters constraining sales volume. Fieldwood has limited downside protection for its 2018 production. The rating is supported by Fieldwood's oil-weighted (~60% liquids) production base, high proportion PD and behind-pipe reserves that can be brought to production at fairly low costs. The Caa3 CFR also reflects the company's private ownership and limited operational and financial disclosures. Fieldwood has weak liquidity based on its limited cash balance and the lack of a revolving credit facility. The company missed interest payments on its FLLO, SLTL and Sponsor SLTL facilities in late December 2017. While the company plans to live within operating cash flow, ongoing underinvestments and the resultant decline in production will continue to constrain liquidity. The company also needs to find a permanent solution for it looming debt maturities. Fieldwood's alternate liquidity is limited given all of its assets are encumbered by its secured credit facilities. The RBTL and FLTL facilities are rated B3, three notches above the CFR, because they have a priority claim to Fieldwood's assets and benefit from the significant loss absorption cushion provided by the FLLO and SLTL facilities. Moody's believes the B3 rating captures the recovery potential for the first-lien term loans despite a B2 indication by Moody's Loss Given Default Methodology. The FLLO facility is rated at the Caa3 CFR level and will have higher recoveries than the second-lien loans that are notched below the CFR at Ca because of its junior claim behind all other debt in a potential default situation. Moody's does not rate the Sponsor SLTL. The negative outlook reflects the high probability of default. The PDR could be downgraded if the company files for bankruptcy. For an upgrade, Moody's will look for significant debt reduction, improved liquidity and a sustainable RCF/Debt ratio above 10%. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Fieldwood Energy LLC is a Houston, Texas based private oil and gas E&P company with primary producing assets on the US Gulf of Mexico shelf. FIRST RIVER: Formation Meeting Cancelled to a Later Date -------------------------------------------------------- The January 28, 2018 meeting for the formation of an official committee of unsecured creditors in the case of First River Energy, LLC in Wilmington, Delaware, has been canceled and will be rescheduled in San Antonio, TX at a later date. Based in San Antonio, Texas, First River Energy, LLC --http://www.firstriverenergy.com/-- is engaged in the oil and gas extraction business. First River Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10080) on Jan. 12, 2018. In its petition signed by CEO Deborah Kryak, the Debtor estimated total assets and debt between $10 million and $50 million. William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole LLP, serves as counsel to the Debtor. FIRSTENERGY SOLUTIONS: S&P Lowers Unsec. Debt Rating to 'C' ----------------------------------------------------------- S&P Global Ratings said it lowered its issue-level ratings on FirstEnergy Solutions Corp.'s unsecured debt to 'C' from 'CCC-'. S&P also revised the recovery rating on the debt to '6' from '4', reflecting its expectation of negligible (0%-10%; rounded estimate: 5%) recovery in the event of default. S&P said, "At the same time, we affirmed the 'CCC-' issuer credit rating on the company. The outlook is negative. We also affirmed the 'CCC+' ratings on its secured debt. The '1' recovery rating on the secured debt is unchanged, reflecting our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default." The lowering of the issue-level ratings is a direct result of decreased expected recovery valuations for assets in the company's generating portfolio at a time when bankruptcy is rapidly approaching; this has caused the recovery percentage to slip to just under 10% from just over 30% in a bankruptcy scenario. S&P said, "We continue to expect that an event of default is likely in the early part of 2018, specifically, by April 2, when a large debt repayment is due. Recent actions, such as the infusion of capital by preferred equity holders, do not change our view on this. "The negative outlook reflects our expectation that the issuer could potentially file for bankruptcy within the next few months. Our expectation is that the issuer is unlikely to make its April 2018 debt payments. "We could lower the ratings if the timeline to a possible restructuring accelerates, or if the issuer makes an announcement to this effect. "We could revise the outlook to stable if leverage decreases sharply or if liquidity improves intermittently -- though both seem unlikely in the near term -- or through favorable regulatory outcomes such as the passage of nuclear subsidies." FirstEnergy Solutions Corp. (FES) and affiliates own or lease and operate power plants in the U.S. with a combined capacity of about 10,180 megawatts (MW). FIRSTLIGHT FIBER: Term Loan Add-On No Impact on Moody's B3 CFR -------------------------------------------------------------- Moody's Investors Service said that the B3 corporate family rating (CFR) of TVC Albany, Inc., doing business as FirstLight Fiber (FirstLight or the company), is unchanged following its anticipated $30 million add-on to its first lien term loan. Proceeds from the debt issuance will be used to repay outstanding borrowings under the company's revolver, fund capital investment, and provide borrowing capacity for additional fiber-to-the-tower (FTTT) network expansion opportunities with wireless carriers. While this transaction has negative credit implications, including higher leverage and increased interest expense burden, FirstLight's credit profile and current rating can absorb these additional negative pressures. Further, incremental capital spending will contribute to revenue and EBITDA growth upon completion of network expansion projects. FirstLight's growing network footprint will also benefit the company's competitive positioning on potential future bids with wireless carriers for FTTT networks, as well as other capital projects with enterprise customers. Although this transaction perpetuates high levels of capital spending which pressures free cash flow in the interim, a farther reaching and denser network will provide FirstLight with increased business customer proximity, allowing for success-based lateral fiber extensions to nearby buildings. These types of lateral extensions from the company's main fiber network footprint increase on-net building penetration, often with one anchor enterprise customer providing for full investment payback over a short period of time. FirstLight's B3 CFR is supported by a solid recurring revenue model, low churn, and solid organic growth potential due to the strong demand characteristics of the fiber infrastructure market. The company benefits from sizable on-net enterprise revenue, revenue diversity, and a growing FTTT business. Within its second and third-tier target markets, FirstLight has carved out a defensible niche with its fiber-based communication services to mainly large enterprise and carrier customers. The rating also reflects FirstLight's small scale, high leverage, weak free cash flow, and execution and integration risks associated with the acquisitions of Finger Lakes Technologies Group (Finger Lakes) and 186 Communications (186), which both closed late in 2017. This creates operational risk which could lead to elevated churn, potential slowing in revenue growth, and delays in achieving merger synergies given the difficult task of executing a multi-company integration. Free cash flow trajectory, which is expected to be negative in 2018 before inflecting in 2019, could be further pressured by any missteps. FirstLight's approximate 70% outright ownership of its metro and long haul fiber network, with the remainder comprised largely of various long-term indefeasible rights of use, contributes to slightly increased leverage tolerance for the rating relative to peers. The B3 rating could be upgraded if leverage is sustained below 4.5x (Moody's adjusted) and free cash flow to debt is in the 5% to 10% range. The rating could be downgraded if liquidity deteriorates, if free cash flow weakens or if leverage is not on track to fall below 6x (Moody's adjusted) by 2018. FirstLight, with headquarters in Albany, NY, is a provider of communications infrastructure services in the Northeast United States. FirstLight is privately held by funds associated with Oak Hill Capital Partners. Pro forma for all acquisitions, the company generated about $199 million in revenue in 2017 on a run-rate basis. FOLTS HOME: Has Until June 11 to Exclusively File Plan ------------------------------------------------------ The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern District of New York has extended, at the behest of Folts Home and Folts Adult Home, Inc., the exclusive periods for the Debtor to file a plan of reorganization and solicit acceptance of the plan through and including June 11, 2018, and Aug. 10, 2018, respectively. As reported by the Troubled Company Reporter on Jan. 9, 2018, the Debtors asked for the extension, saying that they seek these extensions to avoid the necessity of having to formulate a plan or plans prematurely and to ensure that their plans best address the interests of the Debtors, their creditors and estates. A copy of the court order is available at: http://bankrupt.com/misc/nynb17-60139-322.pdf About Folts Home Folts Home is a New York not-for-profit corporation and the owner of a 163-bed long-term residential health care and rehabilitation facility located at 100-122 North Washington Street, Herkimer, New York. In addition to long-term skilled nursing and residential care, Folts Home provides memory care to residents with dementia, palliative care and respite care and operates an adult day care program. Folts Home also offers rehabilitation services, like physical, occupational and speech therapy, on both inpatient and out-patient bases. Currently, Folts Home has approximately 218 active employees. Approximately 124 of the employees are full-time, 60 are part-time and 34 employees are employed on a per diem basis None of Folts Home's employees are represented by labor unions. Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a New York not-for-profit corporation and the owner of an 80-bed adult residential center that was constructed in 1998 and is located at 104 North Washington Street, Herkimer, New York. FAH residents reside in separate apartments and are provided services like daily meals, laundry, housekeeping and medication assistance. FAH has approximately 22 active employees. Approximately 12 are full-time employees and 10 are part-time employees. None of FAH's employees are represented by labor unions. Folts Home and FAH currently have average daily censuses of 145 and 69, respectively. Folts Home has 3 major payors: Medicare, Medicaid and Excellus/Blue Cross. The majority of FAH residents are government subsidized, with 58% covered by Social Security Insurance and 42% private pay. Folts Home and Folts Adult Home, Inc., filed separate, voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 17-60139) on Feb. 16, 2017. The Hon. Diane Davis presides over the cases. Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, serves as the Debtors' counsel. Folts Home and Folts Adult Home, Inc., through duly-appointed receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton, LLC, continue to operate their skilled nursing home and adult residence businesses, respectively, and manage their properties as debtors in possession. William K. Harrington, the U.S. Trustee for Region 2, appointed Krystal Wheatley as patient care ombudsman for the Debtors. GENON ENERGY: $300,000,000 Partial Payment on Admin Claim Okayed ---------------------------------------------------------------- The Bankruptcy Court for the Southern District of Texas approved an emergency motion filed by GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and certain of their directly and indirectly-owned subsidiaries seeking entry of an Order (I) Authorizing and Directing Certain Actions in Furtherance of the GAG Settlement, (II) Approving the Partial Payment Notice, and (III) Granting Related Relief (the "GAG Motion"). Pursuant to the GAG Motion, the Debtors requested the Bankruptcy Court to enter an order (1) authorizing and directing the indenture trustee to process a partial payment in the amount of $300.0 million on the GAG Administrative Claim on or before February 1, 2018 and (2) approve the form of notice related thereto. In addition, the GAG Motion clarifies how the Debtors may elect to consummate additional partial payments and the pro forma Interest Payment calculation following any such partial payment(s) reducing the amount against which the 9.0% annual rate accrues on a dollar-for-dollar basis. On Dec. 12, 2017, the Bankruptcy Court entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of the Debtors. On the same date, the Bankruptcy Court entered the Order Approving Debtors' Emergency Motion for Entry of an Order (I) Approving a Global Settlement and (II) Granting Related Relief, which became effective upon the entry of the Confirmation Order and which granted an administrative claim to holders of Allowed GAG Note Claims against GenOn in an amount equal to the value of the treatment afforded to holders of Allowed Class 5 GAG Notes Claims (as defined in the Plan) under the Plan. The Debtors estimate that the GAG Administrative Claim is equal to approximately $662.5 million as of January 28, 2018. In addition and as part of the GAG Administrative Claim, holders are entitled to liquidated damages accruing in an amount equal to an annual rate of 9.0% of the aggregate principal amount of GAG Notes (as defined in the Plan) outstanding plus accrued interest as of the Petition Date. The Interest Payment is to be paid monthly in cash in advance by no later than the first business day of each month. Pursuant to the Court's Order, the Debtors have elected to make a partial payment in respect of the GAG Administrative Claim, the material terms and consequences of which are: 1. Partial Payment Amount: $300,000,000 (a) GAG 8.50% Senior Notes due 2021 (CUSIP 60467PAQ7 and 60467PAN4): $158,433,260 ($432.991331 per 1,000 of principal amount) (b) GAG 9.125% Senior Notes due 2031 (CUSIP 60467PAJ3): $141,566,740 ($430.294043 per 1,000 of principal amount) 2. Record Date: January 30, 2018 3. Trustee Payment Date: February 1, 2018 4. Pro Forma GAG Administrative Claim Amount: $362,508,835.96 5. Pro Forma Interest Payment Calculation: 9.0% of $404,796,634, effective as of February 1, 2018 The partial payment will have no effect on the principal balance of the underlying GAG Notes (as defined in the Debtors' bankruptcy-plan). Any unpaid balance of the GAG Administrative Claim, which is currently $362,508,835.96 as a result of the $300 million partial payment and can be further reduced by any additional partial payment(s), will be paid on or before the Effective Date as provided in the Plan. The Interest Payment due February 1, 2018, and any additional Interest Payments thereafter, will be 9.0% of $404,796,634, subject to any further reductions as a result of any additional partial payments made hereafter. A Notice of Partial Payment of GAG Administrative Claim (the "Notice") was sent to the trustee for the indenture governing the GAG Notes, the Depository Trust Company, the Financial Industry Regulatory Authority and other parties in interest. The Motion was filed January 26 and the Court's order was entered January 30. A copy of the Motion is available at https://is.gd/L1nwJl A copy of the Court's order is available at https://is.gd/jn8sbe Notice of the Partial Payment is available at https://is.gd/5lvkMM About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GIBSON BRANDS: Makes Coupon Payment on 8.875% Senior Secured Notes ------------------------------------------------------------------ Gibson Brands, Inc. on Feb. 2, 2018, disclosed that the company made a $16.6 million coupon payment to holders of its $375 million, 8.875% senior secured notes due 2018. About Gibson Gibson Brands, one the fastest-growing companies in the music and sound industries, was founded in 1894 and is headquartered in Nashville, TN. Gibson Brands is a global leader in musical instruments, and consumer and professional audio, and is dedicated to bringing the finest experiences by offering exceptional products with world-recognized brands. Gibson has a portfolio of over 100 well-recognized brand names starting with the number one guitar brand, Gibson. Other brands include: Epiphone, Dobro, Valley Arts, Kramer, Steinberger, Tobias, Slingerland, Maestro, Baldwin, Hamilton, Chickering and Wurlitzer. Audio brands include: KRK Systems, TASCAM, Cakewalk, Cerwin-Vega!, Stanton, Onkyo, Integra, TEAC, TASCAM Professional Software, and Esoteric. All Gibson Brands are dedicated to innovation, prestige and improving the quality of life of our customers. * * * Gibson Brands Inc. carries S&P Global Ratings' 'CCC' corporate credit rating with negative outlook and Moody's Investors Service's 'Caa3' corporate family rating with negative outlook. GRAN TIERRA: Fitch Publishes 'B' Long-Term Local Currency IDR ------------------------------------------------------------- Fitch Ratings has published Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) of 'B' for Gran Tierra Energy Inc. (GTE). Fitch has also assigned an expected rating of 'B+(EXP)'/'RR3' to Gran Tierra's proposed seven-year senior unsecured issuance of up to USD300 million. The Rating Outlook is Stable. The rating reflects Gran Tierra's small production size, its asset concentration, and an aggressive capex plan totalling nearly USD900 million through 2020. Fitch expects Gran Tierra will remain a low cost producer while incrementally increasing production levels to above 35,000 by 2018 and maintaining a sustainable production average of 35,000 boe/d by 2021. Despite improved operating metrics and relatively low leverage compared to rating peers, the rating is constrained by the company's relatively small size and low diversification of oil fields. An increase in production to 40,000 boe/d or more while maintaining reserve life near 10 years coupled with a conservative capital structure would bode positively for Gran Tierra's credit quality. Gran Tierra reported an EBITDA for the last 12 months (LTM) ended September 2017 of USD216 million, an increase of 61% versus year-end (YE) 2016 of USD134 million. After the issuance, the LTM EBITDA translates into a pro forma leverage of 1.9x, which is strong for the rating category. Fitch recognizes the company is in the midst of executing a capex plan aimed at increasing production. Fitch expects the company will be able to sustain most recent production levels and continue with its plan to increase production at a sustainable level. The proposed senior unsecured notes expected rating of 'B+(EXP)'/'RR3', one notch above the Foreign Currency IDR reflects expected above average recovery for creditors given a default. Although Fitch's bespoke recovery analysis yields a higher than 70% recovery given a default, GTE's primary operating country, Colombia, is categorized within Fitch's Country-Specific Treatment of Recovery Ratings criteria as having a cap Recovery Rating of 'RR3', which reflects a recovery probability in the range of 51%-70%. Per the criteria, the 'RR3' allows a maximum of a one-notch uplift from the foreign currency IDR, even when the Recovery Rating of the security is higher than 'RR3', which it is in the case of Gran Tierra. KEY RATING DRIVERS Small Production Profile: GTE's ratings reflect its small and concentrated production profile. Although the company has exploration and production interest in 30 blocks in Colombia, its asset base as well as all of the company's proved (1P) reserves and production is concentrated in Colombia (33.0% in Acordionero, 32.1% in Costayaco and 14.8% in Moqueta). This limited diversification exposes the company to operational and macroeconomic risks associated with small-scale oil and gas production. Fitch expects the company's production to be on average 35,000 boe per day (boe/d) by 2021. Low Hydrocarbon Reserves: Fitch believes GTE's relatively low reserve life of 5.9 years 1P and 10.9 years 2P years limits its flexibility to reduce capex investments. As of the end of fourth quarter 2017, GTE's reported Colombian 1P reserves of 74 million boe, with 99% related to oil. The company has strong concession life with the earliest material concession expiring in 2033. This concession currently accounts for approximately 32% of production. Other concessions have longer expiration dates. Capex to pressure Free Cash Flow: Fitch expects Gran Tierra's free cash flow to remain pressured through 2019 due to the company's need to increase reserve life and production. During the last 12 months (LTM) ended September 2017, Fitch estimates the company reported a negative FCF of USD104 million. Per the company's guidelines, Capex is expected to be between USD200 million to USD250 million in 2017 with an additional capex needs between USD600 million to USD700 million from 2018 through 2020. FCF will likely close 2017 negative, and Fitch expects Gran Tierra to gradually improve FCF generation in line with oil and gas prices recovery by 2020. Manageable Capital Structure: Fitch's base case forecasts that total debt to EBITDA will be 1.7x in year end 2018 and remain at 1.5x through 2020. The proposed USD300 million issuance will push maturities out to 2025 giving GTE room to reinvest capital into increasing production and reserve life. Fitch estimates production to increase gradually year over year reaching an average of 40,000 boe/d in 2019, while decreasing slightly in 2021. Fitch estimates EBITDA margin to remain around 50% through 2017-2020. DERIVATION SUMMARY Gran Tierra Energy's credit profile compares well to other small independent oil and gas companies in the region. The ratings for Frontera (B+/Stable), GeoPark (B/Stable) and CGC (B/Negative) are constrained to the 'B' category given the inherent operational risks associated with a small-scale and low diversification production profiles. Gran Tierra's capital structure and liquidity is comparable to its peers in the category. As of Sept. 30, 2017, the company's LTM pro forma net leverage stood at 1.9x with cash on hand of USD19 million covering less than 5% of pro forma total debt of USD415 million. As of LTM June 2017, Frontera, which is rated one notched above Gran Tierra, reported a net leverage of -0.5x with cash on hand that could completely amortize total debt. Also over the same period, GeoPark's net leverage was 2.2x and cash on hand covered more than six years of debt repayments, supporting the same rating level for Gran Tierra, and CGC's net leverage stood at 6.3x and cash on hand covered no more than four years of debt repayment. Gran Tierra is rated in line with GeoPark and CGC given their relatively small production scale. Gran Tierra's average daily production for 2017 is reported at 32,570 boe/d, GeoPark is expected to report an average of 27,500 boe/d in 2017, and CGC marginally above 20,000 boe/d. Gran Tierra's 1P reserve life of 5.9 years is low compared to that of GeoPark (9.6 years) and CGC (6.5 years). Gran Tierra has a slightly better proved developed reserve ratio of 36% versus GeoPark's approximately 25%, which implies an equally high finding and developing investment requirement for both entities in the near term, potentially pressuring cash flow generation. Gran Tierra is rated one notch below Frontera due to its smaller production profile, higher credit metrics and projected negative FCF through 2019. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Fitch price deck for Brent oil prices of USD54.75 for 2017, USD52.50 for 2018, USD55.00 for 2019, USD57.50 for the long term; -- Average production to be 30,000 to 35,000 thousand boe/d from 2017 until 2020; -- Average annual capex of USD226 million, total of USD907 million from 2017 to 2020. -- No dividends paid during 2017 to 2020 Key Recovery Rating (RR) Assumptions: -- The recovery analysis assumes that Gran Tierra would be liquidated in bankruptcy, and Fitch has assumed a 10% administrative claim. -- Liquidation Approach: The liquidation estimate reflects Fitch's view of the value of inventory and other assets that can be realized in a reorganization and distributed to creditors; -- The 50% advance rate is typical of inventory liquidations for the oil and gas industry. -- The USD10 per barrel estimate reflects the typical valuation of recent reorganizations in the oil and gas industry. The waterfall results in a 100% recovery corresponding to an 'RR1' for the senior unsecured notes (USD300 million). The RR is limited, however, to 'B+/RR3' due to the soft cap for Colombia. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Net production rising consistently to 35,000 to 40,000 boe/d on a sustained basis; -- Increase in reserve size and diversification. -- Sustained conservative capitals structure and investment discipline. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Production size decreased to below 30,000 boe/d; -- A deterioration of the company's capital structure and liquidity as a result of either a steeper than anticipated decrease in production or a marked increase in debt; -- A significant reduction in the reserve replacement ratio could affect GTE's credit quality given the current proved reserve life of approximately 5.9 years. LIQUIDITY Adequate Liquidity Post Offering: Fitch believes the company has adequate liquidity post the proposed USD300 million bond issuance. Fitch expects GTE to use the proceeds to repay its USD148 million outstanding from its credit facility and leave the remaining USD152 million in cash through the end of 2017. The pro forma cash position will adequately cover GTE's estimated interest expense through the life of the proposed seven-year bond assuming the company does not raise any additional debt while it invests heavily in expanding the company's production and reserve life. Gran Tierra's liquidity could remain relatively stable provided it succeeds at least running a break even free cash flow over the next few years. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: Gran Tierra Energy Inc. -- Senior unsecured notes due 2025 'B+(EXP)'/'RR3'. Fitch has published the following ratings: Gran Tierra Energy Inc. -- Long-Term Foreign and Local Currency IDRs 'B'; Outlook Stable. IHEARTCOMMUNICATIONS INC: Elects Not to Make $106M Interest Payment ------------------------------------------------------------------- iHeartCommunications, Inc., announced that its Board of Directors has elected not to make a cash interest payment of $106 million, due Feb. 1, 2018, to holders of its 14% senior unsecured notes due 2021 as active discussions continue among its lenders, noteholders, and financial sponsors regarding a comprehensive debt restructuring. The Company's Board elected not to make the payment in connection with ongoing efforts to proactively and comprehensively address the Company's capital structure. The decision will not trigger an event of default under the indenture as the Company will utilize a 30-day grace period under the indenture during which it retains the right to make the interest payment to the holders of the Notes and remain in compliance with the indenture governing the Notes. The Board is considering options as part of its strategy to achieve a comprehensive restructuring of the Company's debt. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrade reflects iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." In December 2016, Moody's Investors Service affirmed iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating. INTREPID POTASH: BlackRock Has 5.1% Stake as of Dec. 31 ------------------------------------------------------- BlackRock, Inc. reported to the Securities and Exchange Commission that as of Dec. 31, 2017, it beneficially owns 6,619,869 shares of common stock of Intrepid Potash, Inc., constituting 5.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/hJGxoG About Intrepid Intrepid Potash (NYSE:IPI) -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid also sells water and by-products such as salt, magnesium chloride, and brine. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. Intrepid's production comes from three solar solution potash facilities and one conventional underground Trio mine. The Company is headquartered in Denver, Colorado. Intrepid reported a net loss of $66.63 million for the year ended Dec. 31, 2016, following a net loss of $524.8 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Intrepid had $507.82 million in total assets, $104.32 million in total liabilities and $403.50 million in total stockholders' equity. "Our operations have primarily been funded from cash on hand and cash generated by operations. We continue to monitor our future sources and uses of cash, and anticipate that we will adjust our capital allocation strategies when, and if, determined by our Board of Directors. We expect to continue to look for opportunities to improve our capital structure by reducing current debt and its related interest expense. We may, at any time we deem conditions favorable, also attempt to improve our liquidity position by accessing debt or equity markets, including through our at-the-market offering program, in accordance with our existing debt agreements. We cannot provide any assurance that we will pursue any of these transactions or that we will be successful in completing them on acceptable terms or at all. With the availability under our credit facility with the Bank of Montreal and future cash generated from operations, we believe that we have sufficient liquidity for the next twelve months," the Company stated in its quarterly report for the period ended Sept. 30, 2017. JANUS INT'L: S&P Assigns B CCR & Rates $440MM 1st Lien Loan B+ -------------------------------------------------------------- Temple, Ga.-based overhead door manufacturer, distributor, and installer Janus International Group LLC is being purchased by private equity financial sponsor Clearlake Capital Group. The company is proposing a new $440 million first-lien term loan due 2025 and a $130 million second-lien term loan due 2026 to partially fund the purchase of the company. Pro forma for the transaction, S&P Global Ratings expects debt leverage to be about 5x. S&P Global Ratings is assigning 'B' corporate credit rating to Janus International Group LLC. The outlook is stable. S&P said, "We also assigned our 'B+' issue-level rating (one notch above the corporate credit rating) and '2' recovery rating to Janus's proposed $440 million senior secured first-lien term loan due in 2025. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 85%) recovery to lenders in the event of a default. "In addition, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $130 million second-lien term loan due in 2026. The '6' recovery rating indicates that lenders could expect negligible (0%-10%, rounded estimate: 0%) recovery in the event of a default." The 'B' corporate credit rating and stable rating outlook on Janus International Group LLC reflect S&P's view of the company's very narrow niche product focus (limited to steel overhead doors used primarily in self-storage facilities, and to a lesser extent, in commercial applications such as warehouses, distribution facilities, etc.). S&P's ratings on Janus also reflect the company's relatively small (but rapidly growing) size; limited geographic diversity with 90% of sales in the U.S.; and cyclical demand for its overhead doors and related interior products driven by construction of self-storage facilities (about 70% of Janus's business) and repair, replacement, and renovation of older storage facilities. The stable outlook reflects S&P's expectation that Janus will sustain a pro forma debt-to-EBITDA ratio of between 4.5x and 5x and interest coverage of over 3x over the next 12 months. The outlook takes into account the current strong demand fundamentals for Janus' roll-up door and related products and S&P's expectation that the company will maintain adequate liquidity. S&P said, "We could downgrade the company within the next year if business conditions deteriorated (possibly due to a swift and extreme increase in steel costs or if financing for new self-storage construction became constrained) such that Janus' EBITDA fell by 25% or more, resulting in debt leverage approaching 7x and interest coverage trending toward 2x. We view such a scenario as improbable given currently strong construction fundamentals for self-storage facilities, which drive demand for Janus' products. "Given the company's small size and niche product focus, we view an upgrade as unlikely in the next year unless the company grew significantly in size and diversified its products and end markets, while reducing leverage to below 4x. Incorporated into the potential for an upgrade would be our assumption that financial sponsor ownership would be committed to maintaining leverage at less than 4x with a low risk of releveraging." JANUS INTERNATIONAL: Moody's Assigns B2 CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned a first-time B2 Corporate Family Rating and B2-PD Probability of Default Rating to Janus International Group, LLC, a national manufacturer and installer of steel roll-up doors, locks and interior solutions designed for self-storage facilities with the preponderance of the company's sales derived from U.S. markets. In related rating actions, Moody's assigned a B1 rating to the proposed 1st Lien senior secured term loan due 2025 and Caa1 to its proposed 2nd lien senior secured term loan due 2026. Proceeds from new debt along with an equity contribution in the form of common stock from affiliates of Clearlake Capital Group, L.P. will be used to finance the leveraged buyout of Janus from affiliates of Saw Mill Capital. The rating outlook is stable. Janus's new capital structure will consist of a $50 million asset-based senior secured revolving credit facility expiring 2023 (unrated), of which there will be no borrowings expected at closing, $440 million 1st Lien senior secured term loan maturing 2025, and $130 million 2nd lien senior secured term loan maturing 2026. The following ratings/assessments are assigned: Corporate Family Rating assigned B2 Probability of Default Rating assigned B2-PD; 1st Lien senior secured term loan due 2025 assigned B1 (LGD3); 2nd Lien senior secured term loan due 2026 assigned Caa1 (LGD6). Outlook, assigned Stable RATINGS RATIONALE Janus's B2 Corporate Family Rating results from its leveraged capital structure following the buyout by affiliates of Clearlake Capital Group, L.P. Moody's calculates pro forma debt leverage of about 6.0x at 9/30/2017, but improving to about 5.5x by year-end 2018, as expected higher level of earnings and debt reduction from free cash flow contribute to better debt leverage. Private equity ownership creates event risk of special distributions. Further constraining ratings is Janus's niche end-market concentration to self-storage facilities from which the company derives a majority of its revenues and resulting earnings and cash flows. However, Moody's recognizes that while Janus provides mainly steel roll-up doors, it also provides a range of products and services for self-storage new construction and remodeling activity, with long standing relationships with national owners of storage units throughout North America and Europe. Providing further offset to its leveraged debt capital structure is Janus's solid EBITA margins, which are strong relative to other rated building products companies. Janus has a good liquidity profile characterized by Moody's expectations that it will generate free cash flow throughout the year, revolver availability, and no near-term maturities beyond term loan amortization. Moody's considers the self-storage business, Janus's main end-market, to be relatively resilient through economic cycles, as demand for storage is derived from several sources ranging from business requirements to personal need for extra space. Stable rating outlook reflects Moody's expectations that Janus's credit profile, such as leverage staying below 6.0x, will remain supportive of its B2 Corporate Family Rating over next 12 to 18 months. B1 rating assigned to the proposed $440 million first-lien senior secured term loan due 2025, one notch above Corporate Family Rating, results from its effective seniority to the company's proposed second-lien debt. The term loan is secured by a first lien on company's domestic non-current assets and any domestic assets not pledged to the revolver. It also has a second lien on the assets securing the proposed asset-based senior secured revolving credit facility. Caa1 rating assigned to the proposed $130 million second-lien senior secured term loan maturing 2026, two notches below Corporate Family Rating, results from its lien subordination on collateral securing company's other bank debt. Residual value of collateral securing this credit facility would be non-existent in a recovery scenario, making it effectively unsecured debt and putting this commitment in a first-loss position relative to company's other secured debt. Positive rating actions over intermediate term are unlikely, since Janus has high pro forma leverage following the leveraged buyout by affiliates of Clearlake Capital Group, L.P. However, Janus's ratings could be upgraded if: * Free cash flow is used to reduce permanently balance sheet debt, resulting in adjusted debt-to-EBITDA remaining below 4.5x * EBITA margins remain strong while growing revenues beyond $500 million Downward rating pressure is not likely to occur over next 12 to 18 months. However, negative rating actions could ensue beyond if Janus's operating performance falls below Moody's expectations, or if the company experiences a weakening in financial performance, such that: * Adjusted EBITA margins contracting significantly * Adjusted debt-to-EBITDA sustained above 6.0x * Deterioration of the company's liquidity profile * Large debt-financed acquisitions or large shareholder distributions The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Janus International Group, LLC ("Janus"), headquartered in Temple, GA, is a leading manufacturer and installer of steel roll-up doors, locks and interior solutions designed for self-storage, industrial and commercial door markets predominately in the United States and some operations throughout Europe. Clearlake Capital Group, L.P., through its affiliates, is the primary owners of Janus. Revenues for the 12 months through September 30, 2017 totaled approximately $354 million. Janus is privately-owned and does not disclose publicly available financial information. JC PENNEY: Fitch Affirms 'B+' Long-Term IDR; Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of J. C. Penney Company, Inc. and J. C. Penney Corporation, Inc. at 'B+'. The Rating Outlook is Stable. Fitch has also upgraded the senior unsecured notes to 'BB-'/'RR3' from 'B+'/'RR4'. A full list of rating actions follows at the end of this release. J. C. Penney's 'B+' rating reflects the meaningful turnaround in the business over the last few years with EBITDA improving to over $1 billion in 2016 from $275 million in 2014 due to both sales growth and cost reductions. Fitch expects annual EBITDA to remain range-bound between $900 million-$1 billion over the next 24-36 months, and leverage is expected to be in the low-5x given expectations for continued debt paydown. From a comparable store sales perspective, Fitch expects the company to largely offset the weakness in women's apparel (24% of sales) with investments in areas such as home and appliances (13% of sales), beauty/Sephora, private brands and its own omnichannel offerings. KEY RATING DRIVERS Flat Comps: Fitch expects J. C. Penney to sustain flat comparable store sales (comps) in 2018/2019, in line with the flat comps in 2016/2017, given the ongoing traffic challenges at mid-tier mall-based apparel retailers, as volume continues to shift online and to discount channels such as fast fashion and off-price. At its analyst-day meeting in August 2016, J. C. Penney identified $1.2 billion-$1.7 billion in incremental sales opportunity from a base of $12.6 billion in the areas of private brands, beauty, special sizes and home. While J. C. Penney is seeing strong growth in some of these categories - particularly home and Sephora - Fitch expects underlying store traffic and core apparel sales to decline in the low- to mid-single-digits. Women's apparel accounts for $3 billion or 24% of revenue and Fitch estimates this business has been declining by mid-single digits annually while men's apparel and accessories (22% of revenue) and children's apparel (10% of revenue) have likely been flat to modestly negative. As J. C. Penney has acknowledged, the women's business has been over-assorted in traditional women's clothing and under-assorted in casual, contemporary and activewear. Fitch views the turnaround in this business as challenging, as it plays catch up to both existing and new entrants in a crowded space. J. C. Penney has been investing significantly in its home business, which accounted for 13% of its total revenue in 2016, via appliances, window coverings, soft home and mattresses, and has also partnered with Ashley Furniture. The company has used less productive areas of its stores for these initiatives, which do not require heavy upfront inventory investment, as purchases are shipped directly from the manufacturers. It added major appliances to more than 500 locations in 2016 and another 100 locations in 2017. It also expanded mattresses in over 300 locations in 2017, showcasing them in around 500 stores. These initiatives were put in place to take advantage of the significant decline in sales at Sears; as of fourth quarter 2016 (4Q16), J.C. Penney and Sears were co-located in more than 400 malls. Hardlines is the largest category at Sears Holdings, accounting for $9.6 billion (or 43% of consolidated revenue) in 2016 and a projected $7.3 billion in 2017. Of this, almost $7 billion was generated within the Sears mall-based stores in 2016 and Fitch projects $5.7 billion in 2017. Hardlines includes categories such as consumer electronics, appliances and home improvement, in addition to sporting goods and housewares. Major competitors in the space include Home Depot and Lowe's, and Best Buy and more recently J.C. Penney have made significant investments to grow share in some of these categories. Apparel and soft home represented $5.6 billion (25% of Sears' consolidated revenue) in 2016 and is projected at $4.3 billion in 2017, roughly split evenly between Kmart and Sears stores. This could provide another opportunity for J. C. Penney to pick up some share. Fitch projects comps will be flat over the next 24-36 months with the weakness in apparel offset by growth in its home and women's accessories businesses (13% of total revenue and includes Sephora). Fitch has assumed flat growth in most categories, and a decline of 3%-5% annually in women's apparel offset by 5% growth in home and women's accessories to derive at Fitch flat comp expectations. Comps could grow 1%-2% due to (i) a better than expected performance in women's apparel versus Fitch's projected 3%-5% decline, and/or (ii) higher than projected mid-single-digit growth in home (due to accelerated share losses at Sears) and women's accessories (includes Sephora), which combined account for 26% of total sales. EBITDA Expected to Be Range-Bound: J. C. Penney demonstrated a meaningful turnaround in its business over the last three years, with EBITDA improving to over $1 billion in 2016 from $275 million in 2014. Fitch expects EBITDA to be $1 billion in 2017 excluding asset sales gains. Weaker than expected comps over the last few years versus management's expectations have been offset by continued cost reductions. Going forward, gross margin improvement through increased private brand penetration and benefit from merchandising system/supply chain/pricing optimization is likely to be offset by investments in areas such as online and growing the appliance business. SG&A expenses are expected to be modestly lower growing forward on store closings. However, investments in growth businesses and increased wage and healthcare costs could put upward pressure on expenses. Fitch expects EBITDA to trend around $900 million annually over the next 24-36 months. Strong Liquidity/Stable Leverage: Total liquidity (cash and revolver availability) at Oct. 28, 2017 was about $2 billion and Fitch expects total liquidity at the end of 2017 to approximate $2.5 billion. Fitch expects FCF to be around $300 million in 2017 and in the $150 million range annually thereafter. Adjusted debt/EBITDAR was 5.3x at Jan. 28, 2017, and Fitch expects leverage to remain in the low-5x over the next 24-36 months, as lower EBITDA is offset by the expected paydown of upcoming debt maturities in 2018 and 2019. DERIVATION SUMMARY J. C. Penney's 'B+' rating reflects the meaningful turnaround in the business over the last few years with EBITDA improving to over $1 billion in 2016 from $275 million in 2014 due to both sales growth and cost reductions. Fitch expects annual EBITDA to remain range-bound between $900 million-$1 billion over the 24-36 months and leverage is expected to be in the low-5x given expectations for continued debt paydown. J. C. Penney has seen a material decline of 30% in total sales since 2010 versus its investment-grade rated peers such as Macy's, Inc. and Kohl's Corporation (both BBB/Negative) whose top lines have been fairly stable during this period. Both Kohl's and Macy's have a better developed omnichannel offering and profitability is higher at 10%+ EBITDA margins versus 8% at J.C. Penney. Finally, leverage for both Macy's and Kohl's is expected to trend in the high 2x-3.0x range versus the low-5x for J.C. Penney. Sears Holding Corporation's 'C' rating reflects multiyear top-line market share and EBITDA declines that have led to concerns regarding long-term competitive viability. The company faces significant restructuring risk given the high cash burn since 2013, which necessitated significant liquidity infusion via asset sales or secured debt. J. C. Penney has positioned itself to benefit from Sears' market share losses in the home and appliance segments. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Comps are expected to be flat in 2018/2019, with growth in home, beauty and online offsetting weakness in apparel. -- EBITDA is expected to be $1 billion in 2017 and around $900 million thereafter. -- Adjusted debt/EBITDAR is expected to be in the low 5x over the next 24-36 months as lower EBITDA is offset by the expected paydown of upcoming debt maturities in 2018 and 2019. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action A positive rating action could occur if J. C. Penney's comps are in the positive low single digits, yielding EBITDA sustainably over $1 billion, and the company continues to pay down debt, such that leverage moves below 5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action A negative rating action could occur if comps turn negative, annual EBITDA trends below mid-$800 million leading to lower than expected FCF that prevents the company from paying down debt, causing leverage to be above 5.5x. LIQUIDITY Strong Liquidity: J. C. Penney had cash and cash equivalents of $185 million as of Oct. 28, 2017, and $1.8 billion available under its $2.35 billion credit facility after accounting for $211 million for outstanding borrowings, $135 million in letters of credit and $200 million in minimum excess availability it must maintain. Fitch expects total liquidity at the end of 2017 to approximate $2.5 billion. FCF was negative $93 million in 2016 due to a negative working capital swing, compared to $120 million in 2015. Fitch expects FCF to be around $300 million in 2017 and in the $150 million range annually thereafter. Adjusted debt/EBITDAR was 5.3x at Jan. 28, 2017, and Fitch expects leverage to be in the low 5x range over the next 24-36 months as lower EBITDA is offset by the expected paydown of upcoming debt maturities in 2018 and 2019. J. C. Penney has $190 million due February 2018 and $175 million due October 2019, which Fitch assumes the company will pay off. Recovery Analysis For issuers with IDRs at 'B+' and below, Fitch performs a recovery analysis for each class of obligations of the issuer. The issue ratings are derived from the IDR and the relevant Recovery Rating (RR) and notching, based on Fitch's recovery analysis that places a liquidation value under a distressed scenario of approximately $5.5 billion to $6 billion. The liquidation value is higher than the going-concern value, which Fitch estimates at about $3 billion, based on a going-concern EBITDA of $750 million and a 4x multiple. Fitch has applied a 70% advance rate against inventory level as a proxy for a net orderly liquidation value of the assets. In coming up with a real estate value of $3.5 billion, Fitch valued the approximate 415 owned stores at $7 million each (versus the appraised value of $7.8 million in May 2013) and the eight owned distribution centers at $50 million each. The $750 million going-concern EBITDA assumption reflects revenue of $9.5 billion, or 20% lower than current levels, at an 8% EBITDA margin given the mix of its business. The 4.0x multiple is lower than the 5.4x median multiple for retail going-concern reorganizations, the 12-year retail market multiples of 5x-11x, and 7x-12x for retail transaction multiples. The 4.0x multiple reflects the significant share losses by department stores to other formats over the last 10-15 years and Fitch's expectation that department stores sales will continue to decline 3%-4% annually. J. C. Penney's $2.35 billion senior secured asset-backed loan (ABL) facility that matures in June 2022 is rated 'BB+'/'RR1', which indicates outstanding recovery prospects (91%-100%) in a distressed scenario. The facility is secured by a first-lien priority on inventory and receivables, with borrowings subject to a borrowing base. Any proceeds of the collateral will be applied first to the satisfaction of all obligations under the revolving facility. J. C. Penney is required to maintain a minimum excess availability at all times of not less than (a) $200 million in the event that 10% of the line cap (the lesser of total commitments under the credit facility or the borrowing base) is equal to or greater than $200 million or (b) the greater of (i) 10% of line cap and (ii) $150 million in the event that 10% of the line cap is less than $200 million. The $1.635 billion term loan and $500 million senior secured notes due June 2023 are also expected to have outstanding recovery prospects of 91%-100%, leading to a 'BB+'/'RR1' rating. Both the term loan facility and senior secured notes are secured by (a) first-lien mortgages on 285 owned and ground-leased stores (subject to certain restrictions primarily related to Principal Property owned by J. C. Penney Corporation, Inc.) and eight owned distribution centers; (b) a first lien on intellectual property (trademarks including J. C. Penney, Liz Claiborne, St. John's Bay and Arizona), machinery and equipment; (c) a stock pledge of J. C. Penney Corporation and all of its material subsidiaries and all intercompany debt; and (d) second lien on inventory and accounts receivable that back the ABL facility. The term loan and senior secured notes rank pari passu in terms of priority of payment. The senior unsecured notes are rated 'BB-'/'RR3', indicating good recovery prospects (51%-70%). Fitch has assumed that the $190 million unsecured notes due Feb 15, 2018 are paid down. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: J. C. Penney Company -- Long-Term Issuer Default Rating (IDR) at 'B+' J. C. Penney Corporation -- Long-Term Issuer Default Rating (IDR) at 'B+' -- Senior secured debt at 'BB+'/'RR1' Fitch has upgraded the following ratings: J. C. Penney Corporation -- Senior unsecured notes to 'BB-'/'RR3' from 'B+'/'RR4' The Rating Outlook is Stable. JVS DEVELOPMENT: Seeks to Hire Turoci Firm as Legal Counsel ----------------------------------------------------------- JVS Development, LLC, filed a motion anew seeking approval from the U.S. Bankruptcy Court for the Central District of California to hire The Turoci Firm as its legal counsel. The court previously denied the initial motion filed by JVS, which was required to provide further explanation regarding the potential conflict of interest caused by a creditor paying Turoci's retainer. In the new application, JVS disclosed that the funds for the $5,000 retainer came from a pre-bankruptcy loan made to the company by Hao Nguyen, a creditor, and that the check from Ms. Nguyen was made payable to Turoci but it was a loan to the company. "Although the retainer was paid by someone other than the debtor, the firm only represents the debtor," JVS disclosed in court filings. The company added that the firm does not hold or represent any interest adverse to its bankruptcy estate. Turoci will provide legal services to JVS in connection with its Chapter 11 case. These services include the administration of the estate's assets and liabilities and the preparation of a plan of reorganization. The firm's hourly rates are: Todd Turoci $500 Julie Philippi $400 Celine Gaston $250 Daisy Diaz $175 Dana Cormey $175 Adela Salgado $175 The firm can be reached through: Todd L. Turoci, Esq. Julie Philippi, Esq. The Turoci Firm 3845 Tenth Street Riverside, CA 92501 Tel: 888-332-8362 Fax: 866-762-0618 E-mail: mail@theturocifirm.com About JVS Development Based in Garden Grove, California, JVS Development, LLC, is a privately-owned company engaged in activities related to real estate. It has various properties in Garden Grove and Westminster, California, having an aggregate current value of $14.5 million. On June 28, 2017, the Superior Court for the State of California granted secured creditor ARC RETAIL 1, LLC's ex parte application for an order appointing receiver to manage property located at 15550-15640 Brookhurst Street, Westminster, Orange County, California (the "Property"). JVS Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-14671) on Nov. 29, 2017. In the petition signed by Stephen Nguyen, its managing member, the Debtor disclosed $18.52 million in assets and $7.38 million in liabilities. On Dec. 12, 2017, the Court entered an order approving a joint motion filed by the Debtor and the Secured Creditor authorizing the Receiver to retain possession of and maintain the Property. Judge Scott C. Clarkson presides over the case. Upon motion by the United States Trustee, Thomas H. Casey was appointed chapter 11 trustee on Dec. 15, 2017. The Chapter 11 Trustee tapped Lobel Weiland Golden Friedman LLP, as counsel. KAI INDUSTRIES: Case Summary & Unsecured Creditor ------------------------------------------------- Debtor: Kai Industries, LLC 15825 Edna Place Irwindale, CA 91706 Business Description: Kai Industries, LLC, headquartered in Irwindale, California, provides property maitenence, rent collection, and utilities management services to the real estate market. Chapter 11 Petition Date: February 1, 2018 Case No.: 18-11152 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Louis J. Esbin, Esq. LAW OFFICES OF LUIS J. ESBIN 25129 The Old Road, Ste 114 Stevenson Ranch, CA 91381-2273 Tel: 661-254-5050 Fax: 661-254-5252 E-mail: Esbinlaw@sbcglobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brad Lin, managing member. The Debtor lists the Law Office of J Flores Valdez as its sole unsecured creditor, holding an unliquidated amount of claim. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb18-11152.pdf KIP AND ANDREA: Taps Lepant & Lentz as New Legal Counsel -------------------------------------------------------- Kip and Andrea Richards Family Farm & Ranch, LLC, received approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Lepant & Lentz, PC, LLO as its new legal counsel. Lepant & Lentz will replace Gross & Welch, PC, LLO. The firm withdrew as the Debtor's legal counsel on Nov. 3, 2017. John Lentz, Esq., the attorney who will be representing the Debtor, will charge an hourly fee of $200. Mr. Lentz has requested a $2,000 retainer. Mr. Lentz disclosed in a court filing that he has no connections with the Debtor or any of its creditors. The firm can be reached through: John A. Lentz, Esq. Lepant & Lentz, PC, LLO 601 Old Cheney Road, Suite B Lincoln, NE 68512 Phone: 402-421-9676 E-mail: John@lepantandlentz.com office@lepantandlentz.com About Kip and Andrea Richards Family Farm Headquartered in Hayes Center, Nebraska, Kip and Andrea Richards Family Farm & Ranch, LLC, dba Richards Farm & Ranch, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 15-40070) on Jan. 21, 2015. In the signed by Kip L. Richards, manager, the Debtor estimated its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. Judge Shon Hastings presides over the case. William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., at Gross & Welch serve as the Debtors' counsel. LA FERIA, TX: Moody's Lowers GOLT Bond Rating to Ba3 ---------------------------------------------------- Moody's Investors Service has downgraded the City of La Feria, TX's general obligation limited tax bond rating and issuer long-term rating to Ba3 from Ba1. The outlook remains negative. RATINGS RATIONALE The downgrade to Ba3 primarily reflects severely limited liquidity, multiple years of negative fund balances with limited revenue raising options, a stable yet limited local economy with low residential income levels and an elevated debt burden. The Ba3 also reflects ongoing challenges associated with weak management under previous leadership including covenant violations involving the funding of general expenditures with the use of the utility debt service reserve fund as well as general obligation bond proceeds. Significant changes implemented by the new management team will put operations on a better track toward structural balance, but material improvement to the credit profile as a result of these measures will be very gradual. RATING OUTLOOK The negative outlook reflects the city's ongoing challenges including limited liquidity and revenue raising flexibility with a number of large scale capital projects underway with major expenses that are funded on a reimbursement basis. Audited fiscal 2017 reserves that are materially lower than expected or the inability to return to structurally balanced operations by fiscal 2018 could result in another downgrade. FACTORS THAT COULD LEAD TO AN UPGRADE (REMOVE NEGATIVE OUTLOOK) - Return to structurally balanced operations resulting in a positive General Fund balance coupled with full compliance with bond covenants FACTORS THAT COULD LEAD TO A DOWNGRADE - Persistence of deficit operations and negative fund balances beyond fiscal 2017 - Increased debt burden - Tax base contraction LEGAL SECURITY The bonds are direct obligations of the city, payable from ad valorem taxes levied against all taxable property within the limits prescribed by law. PROFILE The City of La Feria is located near the Texas-Mexico border approximately eight miles west of the City of Harlingen (Aa2 water and sewer revenue bond rating) and 34 miles from the City of Brownsville (Aa3). The city has an estimated population of 7,325. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. LEGAL COVERAGE: Taps Dilworth Paxson as Legal Counsel ----------------------------------------------------- The Legal Coverage Group Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Dilworth Paxson LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation and implementation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The attorneys expected to handle the case and their hourly rates are: Lawrence McMichael $950 Anne Aaronson $590 Jesse Silverman $515 Catherine Glenn $450 Yonit Caplow $340 Paralegals will charge an hourly fee of $225. The firm received a total of $500,000 from the Debtor within the 90 days prior to the petition date for services provided in connection with the Debtor's refinancing efforts and state court litigation with its secured lender, and in preparing the bankruptcy case. Dilworth does not hold any interest adverse to the Debtor or any of its creditors, according to court filings. The firm can be reached through: Lawrence G. McMichael, Esq. Dilworth Paxson LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Direct: (215) 575-7268 Fax: (215) 575-7200 E-mail: lmcmichael@dilworthlaw.com About The Legal Coverage Group The Legal Coverage Group Ltd., also known as LCG, Ltd., is a Pennsylvania Subchapter S corporation. LCG, the exclusive provider of HELP Legal Plan, was founded in 1995 to modernize and ultimately perfect the concept of the employee legal plan. Headquartered in the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held employee legal plan servicing worksites of all sizes and industries on a regional and national level, while maintaining the industry's highest rates of retention through unparalleled, unlimited, and fully comprehensive benefits services provided by only partner level attorneys. LCG sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018. In the petition signed by CEO Gary A. Frank, the Debtor estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Jean K. FitzSimon presides over the case. Dilworth Paxson LLP is the Debtor's legal counsel. LEWISTON SHOPPING: Has Until Feb. 26 to Exclusively File Plan ------------------------------------------------------------- The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has extended Greater Lewistown Shopping Plaza LP's exclusivity period for filing its plan of reorganization and disclosure statement through and including Feb. 26, 2018. The exclusivity period for acceptance of a plan is extended for 60 days thereafter. A copy of the court order is available at: http://bankrupt.com/misc/pamb17-00693-148.pdf As reported by the Troubled Company Reporter on Nov. 23, 2017, the Debtor asked the Court to extend through Jan. 19, 2018, the period within which it has the exclusive right to file a plan and disclosure statement, and to extend for 60 days thereafter the exclusivity period for obtaining plan acceptances. About Greater Lewistown Shopping Plaza Greater Lewistown Shopping Plaza LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on Feb. 23, 2017. The petition was signed by Nicholas J Moraitis, president, NJM Lewistown Properties, Inc., sole general partner of Greater Lewistown Shopping Plaza, L.P. The case is assigned to Judge Robert N Opel II. At the time of the filing, the Debtor estimated assets and liabilities of $10 million to $50 million each. The Debtor is represented by Gary J Imblum, Esq., at Imblum Law Offices, P.C. LUX HOLDCO III: Fitch Assigns First-Time B+ Long-Term IDR --------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B+' to Lux Holdco III. Additionally, Fitch has assigned a 'BB+'/'RR1' rating to Lux's proposed first-lien senior secured revolver and first-lien senior secured term loan and 'B'/'RR5' ratings to Lux's proposed second-lien senior secured term loan. The Rating Outlook is Stable. The instruments will be secured by a perfected first priority lien and second priority lien, respectively, on all of Lux Holdco III's and each of the guarantor's assets. Proceeds will be used to fund SK Capital Partners LP's planned approximately $1 billion purchase of Israel Chemicals Ltd.'s Fire Safety and Oil Additives businesses to form the assets of Lux. Fitch has reviewed the preliminary draft legal documentation for the proposed revolving credit facility and term loans. The assigned ratings assume there will be no material variation from the draft previously provided. Lux's ratings are supported by its leading market positions, strong FCF generation and the stability of its oil additives business along with the structural changes in demand for fire retardants. Offsetting factors include the company's heightened leverage and small size. Approximately $715 million in debt is affected by rating actions. A full list of rating actions follows at the end of this release. KEY RATING DRIVERS Leading Market Positions: Lux holds leading market positions in both Fire Safety, where it primarily sells fire retardants for use in fighting forest fires, and Oil Additives, where it supplies Zinc Dialkyldithiophosphates (ZDDP) for use in lubricant additives. Both segments are highly consolidated and have considerable barriers to entry. Lux is the leading market supplier of fire retardants in North America and primarily sells to governmental and municipal entities such as U.S. Forest Services (USFS). Potential competitors would have to go through rigorous approval processes due to the mission-critical characteristics of the products. Likewise, the ZDDP Lux sells is hazardous in nature and requires specialized storage facilities to safely transport. Lux is the only competitor within the ZDDP market to have production capacity in both North America and Europe. Strong FCF Generation: Fitch projects Lux will generate significant FCF over the ratings horizon due to strong consolidated EBITDA margins and minimal capex requirements. The company's products are highly specialized and account for only a small portion of its customers' overall costs which has enabled Lux to pass on any increases in the price of its underlying raw materials. Future capital requirements should be minimal as Fitch projects the company will have ample ability to ramp up its capacity to meet additional demand without incurring significant additional cost. Oil Additives Stability: Fitch views the stability of Lux's Oil Additives segment as a credit strength of the company. The segment's position in the historically stable lubricant additives market should enable it to generate consistent earnings through the forecast horizon with little downside risk. Lubricant additive producers have historically enjoyed very consistent earnings even in times of rising raw material costs due to the stable demand profile of the industry and the specialized nature of the products. While the rise of electric vehicles poses a long-term threat to demand, Fitch views this risk as outside of the ratings horizon. It is likely to take at least close to a decade for there to be any material turnover in global car parc. Furthermore, lubricant additives improve fuel efficiency, which further insulates the industry against the global trend towards electric vehicles. Structural Shift in Firefighting: Fitch believes the structural shift in forest firefighting tactics will lead to a greater baseline level of demand for Lux's aerial fire retardants and result in consistently higher EBITDA generation from the Fire Safety segment. The USFS began modernizing its air tanker fleet in 2014, with a goal of moving away from the old, outdated aircraft it used in the past towards newer aircraft capable of dropping more aerial fire retardants to contain forest fires. Additionally, there is a longstanding and growing preference for aerial fire retardants as a more effective means of fighting forest fires when compared to the traditional firefighting methods that had been employed in the past. The segment's 2017 results did benefit from a longer than average fire season and Fitch believes the business possesses an inherent sensitivity to forest fire activity as a dramatic decline in the number of fires in a given year will likely weaken the business even with the structural changes in demand. Nonetheless, Fitch forecasts the segment will see its EBITDA sustained in a higher range going forward. Heightened Leverage: Fitch projects Lux's total debt/EBITDA will exceed 5.5x through 2019 due to $715 million in debt the company plans to borrow upon completion of the transaction. This highly levered position adds credit risk to an otherwise strong and stable operating profile. While Fitch forecasts the company will use its considerable FCF to repay debt and reduce total debt/EBITDA to below 5.0x by 2020, the initial debt burden heightens Lux's sensitivity to underperformance in either of its two business segments. Failure to make substantial deleveraging progress over the next 18 months due to volatility in the Fire Safety segment and/or further leveraging acquisitions/dividend activity would likely put downward pressure on the company's IDR. Small Size Fitch views Lux's small size as a credit negative to the degree it lessens the company's ability to withstand swings in the operating results of either of its business segments, especially given its high debt load. This risk is mitigated somewhat by the high credit quality of its customers in Fire Safety, the majority of which are governmental/municipal entities. Nonetheless, Fitch projects Lux's consolidated EBITDA will remain below 2017 levels through 2020 which will leave the company highly sensitive to any negative pressure within its operating environment. DERIVATION SUMMARY Lux Holdco III is relatively small and much more levered when compared to chemical peers such as Kronos Worldwide (B+/Stable). Indeed, Fitch projects Lux will likely see its leverage ratio exceed 5.0x until 2020. However, Lux boasts stronger margins than peers such as Kronos and the company generates a substantial amount of FCF that should enable it to delever its balance sheet in the coming years. Its leading market position in both of its business segments and the high barriers to entry of its products further strengthens its operating profile. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Weaker year/year operating results in Fire Safety in 2018 due to abnormally high fire activity in 2017. Revenue growth at 4% thereafter to reflect the continued growth of the air tanker fleet and a structural shift towards increased use of fire retardants in firefighting; -- Oil Additives growth in the low single digits to reflect historical industry performance; -- CapEx in line with historical averages; -- Excess FCF used to pay down debt. Recovery Rating Assumptions: Fitch's corporate recovery analysis uses a going concern EBITDA that represents an approximately 17% discount from LTM Sept. 30, 2017 numbers. This reflects the stability of the oil additives business as well as the company's leadership position and high barriers to entry within both of its businesses. Fitch assumed an 8.0x recovery multiple to reflect Lux's specialized product portfolio, considerable FCF generation ability and the high growth potential within the fire safety segment. The estimated going-concern value was discounted by 10% for administrative and priority claims. Fitch also assumed a fully drawn revolver in its recovery calculations. Under this scenario, the first-lien revolver and term loan see 100% recovery and a 'BB+'/'RR1' rating while the second-lien term loan sees a 23% recovery and a 'B'/'RR5' rating. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Consolidated EBITDA margins sustained around 2017 levels; -- Total Debt / EBITDA sustained in the 4.0 to 4.3x range. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Failure to make substantial progress towards de-levering over the next 18 months; -- Expectations of total debt/EBITDA above 5.0x at the end of 2020; -- Operating pressure within the Fire Safety segment resulting in weakened EBITDA generation. LIQUIDITY Robust Liquidity: Fitch projects Lux Holdco will maintain a robust liquidity position that should exceed $100 million through the forecast horizon. Fitch expects the company will generally have full access to its proposed $100 million revolving credit facility and maintain nominal cash balances. Projected debt maturity payments are limited to the 1% amortization of the company's proposed first lien $545 million term loan. FULL LIST OF RATING ACTIONS Fitch has assigned the following first-time ratings: Lux Holdco III -- Long-Term IDR 'B+'; -- First-lien secured credit facility 'BB+'/'RR1'; -- First-lien secured term loan 'BB+'/'RR1'; -- Second-lien secured term loan 'B'/'RR5'. LUX HOLDCO III: Moody's Assigns B2 CFR & Rates 1st Lien Loan B1 --------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to LUX Holdco III (B2 stable, "Invictus"), including a B2 Corporate Family Rating ("CFR"). Moody's assigned B1 first lien senior secured ratings and Caa1 second lien senior secured rating. Proceeds from $715 million in funded debt will be used to help fund Invictus' acquisition by private equity sponsor SK Capital and members of management. The proposed transaction also includes a committed $100 million revolving credit facility that is expected to have modest cash borrowings at closing to prefund a small refundable tax liability. The rating outlook is stable. Assignments: Issuer: LUX HoldCo III -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B2-PD -- Senior Secured Revolving Credit Facility, Assigned B1(LGD3) -- Senior Secured First Lien Term Loan, Assigned B1(LGD3) -- Senior Secured Second Lien Term Loan, Assigned Caa1(LGD6) Outlook Actions: Issuer: LUX HoldCo III -- Outlook, Assigned Stable "Invictus' strong expected free cash flow is a key factor supporting the ratings," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Invictus. RATING RATIONALE Invictus will be formed through a carve-out from Israel Chemicals, Ltd. The company focuses on fire safety chemicals and oil additives, two disparate businesses with complementary cash flow characteristics. Phos-Chek, a phosphate-based fire retardant used to fight wildfires, will generate the majority of earnings and cash flow for the new company. This product benefits from strong market share domestically and positive business trends in the western United States, including a lengthening season for wildfires and greater population density in the wildland urban interface that increases the damage potential of wildfires. A high-service model helps support strong profitability in this business and limit potential market entrants in the medium term despite improving demand an expanding fleet of aircraft operated by the USForest Service and private contractors. The company also produces other types of products that provide modest earnings diversity: Class A Foam used to fight structure fires, Class B Foam used to fight petrochemical fires, and phosphorous penta-sulfide used as an anti-wear additive in engine oils. Moody's expects that these businesses will support profit margins well above most rated chemical companies and, once the company is operating consistently on a standalone basis, strong free cash flow conversion because capital spending needs are quite modest compared to most rated chemical companies. The B2 CFR is constrained by high financial leverage, small size and scale relative to rated peers in the chemical industry, near-term execution risk associated with the carve-out transaction, medium-term concern about margin sustainability given significant improvement over the past few years, and longer-term financial policy risks associated with private equity ownership. Limited near-term visibility into revenue and EBITDA generation for the air-dropped fire retardants business is also a rating constraint. The rating benefits from good market positions for key products, strong expected free cash flow conversion compared to rated peers, and good liquidity. Moody's estimates interest coverage in the low-to-mid 2 times (EBITDA/Interest) and financial leverage near 6 times (Debt/EBITDA) on a pro forma basis for the twelve months ended September 30, 2017. In light of the carve-out nature of the transaction and strong business conditions in 2017, Moody's does not expect EBITDA growth in the near-term and believes that free cash flow conversion could be limited by unanticipated one-time expenses associated with transitioning the business to a standalone company. The rating assumes that the company will generate retained cash flow-to-debt of at least 8% (RCF/Debt), generate at least $20 million of free cash flow excluding financing-related fees and expenses in 2018, and start to apply a portion of internally-generated free cash flow to debt reduction within the next 12-18 months. Invictus will have good liquidity to support operations. Moody's expects at least $20 million of free cash flow in 2018. The company will also have a mostly undrawn $100 million revolver at closing ($15 million drawn to support a refundable VAT liability in Germany). The credit agreement for the revolving credit facility is expected to contain only a springing net leverage covenant that is triggered if revolver borrowings exceed $35 million. Moody's does not expect that the covenant will be triggered in 2018 and, if it was triggered, Moody's expect the company to be able to comply with a reasonable cushion. The first and second lien senior secured term loans are not expected to have financial maintenance covenants. The stable outlook assumes that the company will generate positive free cash flow consistently on an annual basis and maintain adjusted financial leverage between 4.5-6.0x (Debt/EBITDA) over the rating horizon. Moody's could downgrade the rating with expectations for adjusted financial leverage sustained above 6 times, free cash flow tracking below 5% of debt, or a substantive deterioration in liquidity. Evidence of a significant competitive threat against the company's air-dropped fire retardant products or usage of the revolver for acquisition activity could also have negative rating implications. Moody's could upgrade the rating with expectations for adjusted financial leverage sustained comfortably below 5 times, free cash flow-to-debt approaching 10%, greater business diversification, and a commitment to more conservative financial policies. The principal methodology used in these ratings was Global Chemical Industry Ratings Methodology published in December 2013. Invictus is a specialty chemical producer with two segments: Fire Safety and Oil Additives The fire safety business involves formulating and manufacturing fire safety chemicals, including Phos-Chek fire retardants, Class A and B foams, and water enhancing gels for wildland, military, industrial, and municipal fires. The oil additives business produces phosphorus pentasulfide used in the preparation of ZDDP-based lubricant additives used for anti-wear properties in engine oils and prolong the useful life of engines. Invictus will be formed through a carve-out from Israel Chemicals, Ltd., in the first quarter of 2018. MP DIAGNOSTIC LTD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: MP Diagnostic, Ltd dba MP Diagnostic, Ltd, LP 9090 SW 87 Court Miami, FL 33176 Business Description: MP Diagnostic, Ltd. is a privately held company in Miami, Florida that operates in the medical laboratories industry. MP Diagnostic has only one practice medical office that specializes in diagnostic radiology, cardiovascular disease, etc. The Company is affiliated with MP Diagnostic, Inc., which sought bankruptcy protection on Jan. 12, 2018 (Bankr. S.D. Fla. Case No. 18- 10450). Chapter 11 Petition Date: February 4, 2018 Case No.: 18-11342 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Debtor's Counsel: Christian S. Diaz, Esq. LAW OFFICE OF DIAZ & ASSOCIATES, P.C. 309 Fellowship Road, Suite 200 Mount Laurel, NJ 08054 Tel: 305-598-1800 E-mail: cdiaz@diazlawnow.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Alvaro Garcia Villegas, managing general partner. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-11342.pdf NATIONAL EVENTS: Needs More Time to Continue Probe & Plan Talks --------------------------------------------------------------- National Events of America, Inc., and New World Events Group, Inc., ask the U.S. Bankruptcy Court for the Southern District of New York to extend (a) the exclusive period during which the Corporate Debtors may file plans for an additional 120 days to June 22, 2018; and (b) the exclusive period during which the Corporate Debtors may solicit acceptances to plans for an additional 120 days to Aug. 22, 2018, to permit the Corporate Debtors to continue their investigation and efforts to negotiate a consensual plan or other disposition of these cases with their creditors and parties in interest. A hearing on the Debtors' request is scheduled for Feb. 13, 2018, at 10:00 a.m. Objections to the request must be filed by Feb. 6, 2018. As reported by the Troubled Company Reporter on Dec. 6, 2017, the Court extended (a) the exclusive period during which the Corporate Debtors may file plans, through Feb. 23, 2018; and (b) the exclusive period within which the Corporate Debtors may solicit acceptances to the plans, through April 24, 2018. The Corporate Debtors, at the direction of the Estate Fiduciary, are investigating their prepetition business affairs and relationships. Through his investigation, the Estate Fiduciary has obtained thousands of pages of documents relating to the Corporate Debtors' operations and businesses, with particular focus on banking records. Many of those documents were obtained as a result of Rule 2004 discovery, the first phase of which is nearing completion. A bar date of Jan. 19, 2018, was set for the filing of claims. The Estate Fiduciary is reviewing the claims that were filed, and is reviewing the documents and other information provided with those claims. The Estate Fiduciary has identified a number of specific targets for avoidance actions and discovery, and has been actively discussing with counsel to the trustee overseeing the LLC Debtor cases the coordinated pursuit of claims and discovery, as well as other administrative and substantive matters relating to the manner in which the various estates have interacted in the past and might interact on a going-forward basis. While the Estate Fiduciary's investigation continues, through this Motion, the Corporate Debtors seek this second extension of the exclusive periods of time during which they can propose a plan and solicit acceptances thereof in order to preserve the status quo. The first few months of the Corporate Debtors' cases were in large part focused on procedural matters that ultimately were resolved by entry of a Stipulation and Order (I) Acknowledging Edward J. LoBello, Esq., as Estate Fiduciary; and (II) Authorizing the Appointment of an Examiner for a Limited Purpose, approved on Sept. 21, 2017, establishing the Estate Fiduciary's role and responsibilities, and putting in place an Examiner for the specific and limited purposes. Thereafter, the Estate Fiduciary finalized financing arrangements for these Chapter 11 cases, and caused an Order Granting Corporate Debtors' Motion for Entry of a Final Order (a) Authoring Corporate Debtors to Obtain Postpetition Financing and (b) Granting Liens, Security Interests, and Superpriority Claims to be entered on Oct. 13, 2017, approving same. The court order also provided for the Estate Fiduciary to review the positions of the Corporate Debtors' DIP lenders Taly USA Holdings Inc., SLL USA Holdings, and Hutton Ventures LLC and assert any challenges or claims relating thereto on a shortened timeframe. The Examiner obtained an extension of time to Jan. 4, 2018, to file his report, and the challenge period was extended through Jan. 18, 2018. On Jan. 4, 2018, the Examiner completed his investigation and filed his Report, which the Estate Fiduciary is considering in the exercise of his duties. The Estate Fiduciary is engaged in a dialogue with each of the Corporate Debtors' DIP Lenders regarding potential Challenges. By way of stipulations submitted to the Court on Jan. 18, 2018, the Corporate Debtors' DIP Lenders and the Estate Fiduciary agreed to further extend the challenge period. While the Examiner's investigation was being undertaken, the Estate Fiduciary continued his investigation into the Corporate Debtors' business affairs and books and records. During November 2017, Rule 2004 subpoenas were sought and issued to a number of banking institutions known or believed to have maintained accounts in the name of the Corporate Debtors in the prepetition period. Thousands of pages of documents, including bank records for a number of different bank accounts from a number of different banking institutions, have been obtained, and are being reviewed by the Estate Fiduciary and his professionals. At the same time, the Estate Fiduciary and his professionals are reviewing the Corporate Debtors' banking records and analyzing inflows and outflows of funds, the potential bases of or reasons for such in/outflows of funds, and the flow of funds among and between the Corporate Debtors and LLC Debtor entities. Throughout this process, the Estate Fiduciary has continued his investigation of claims by, and potential claims against, the Corporate Debtors. The Estate Fiduciary and his team are actively engaged in discussions with the Chapter 7 trustee of the LLC Debtors and his professionals, as well as with respect to an economical and strategic path forward for the benefit of creditors. As these efforts continue and these cases move forward into this next phase of activities, the Estate Fiduciary respectfully submits that a second extension of exclusivity is necessary and appropriate. The Estate Fiduciary and his professionals have obtained and reviewed (and continue to review) thousands of additional documents and banking records relevant to the Corporate Debtors' financial affairs and prepetition activities. The Estate Fiduciary is also monitoring the criminal proceedings against the Corporate Debtors' principal, Jason Nissen, and others that, to one degree or another, are relevant to these bankruptcy proceedings. The Debtors say that the facts at hand are complex. The additional time requested will provide the Corporate Debtors with time that is needed to pursue answers and recoveries, all on a coordinated basis with the LLC Debtor cases, and formulate and propose a plan or analyze and consider potential alternative dispositions of these cases. A copy of the Debtors' request is available at: http://bankrupt.com/misc/nysb17-11798-123.pdf About National Events Holdings National Events Holdings, LLC, et al., operate together a ticket broker and wholesale distributor of tickets for sporting and theatrical events that was formed in 2006. They provide ticketing services for all concert, theater and sporting event tickets, as well as various V.I.P. hospitality packages that deliver exclusive access to big name events, including hotels, celebrity meet and greets and exclusive parties. National Events Holdings, et al., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5, 2017. The Debtors' attorneys are Stephen B. Selbst, Esq., and Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in New York. Timothy Puopolo of RAS Management Advisors, LLC, is the Debtors' chief restructuring officer. NEW RESIDENTIAL: Moody's Cuts Issuer Rating to B2; Outlook Stable ----------------------------------------------------------------- Moody's Investors Service has downgraded New Residential Investment Corp.'s (New Residential) issuer rating to B2 from B1, and affirmed the company's B1 corporate family rating. The outlook is stable. RATINGS RATIONALE Moody's rating action reflects changes to the company's capital structure, including an increase in the amount of the company's senior secured MSR financing since the assignment of the issuer rating. The higher level of senior secured debt implicitly lowers the recovery rate for any unsecured instruments, which Moody's issuer rating represents. New Residential's ratings reflect the company's strong capital position, above average profitability and moderate potential volatility of cash flows. The ratings are constrained by the company's reliance on subservicers, evolving strategic direction, dependence on short-term funding and monoline focus of investing in mortgage servicing assets of legacy, pre-crisis originated mortgages. The ratings could be upgraded if the company reduces risks related to its reliance on its subservicers or reduces its reliance on short-term secured funding while maintaining solid profitability and strong capital; for example, net income to average managed assets and tangible common equity (TCE) to tangible managed assets (TMA) remain above 2.5% and 17.5%, respectively. The ratings could be downgraded if New Residential's net income to average managed assets or TCE to TMA dropped below 1.5% and 14%, respectively, for a sustained period. Negative rating pressure could also result from a weakening liquidity position or increased risks related to its reliance on its subservicers. Lastly, New Residential's Issuer Rating could be downgraded if outstanding MSR secured debt increases to more than 40% of the company's net investment in MSRs. New Residential is a publicly-traded [NYSE: NRZ] real estate investment trust (REIT) primarily focused on investing in and managing investments related to residential real estate. The principal methodology used in these ratings was Finance Companies published in December 2016. NEW SHILOH MISSIONARY: To Pay Unsecureds $10K Over Five Years ------------------------------------------------------------- New Shiloh Missionary Baptist Church Inc. filed with the U.S. Bankruptcy Court for the Northern District of Indiana a disclosure statement in connection with their plan of reorganization dated Dec. 20, 2017. Under the latest plan, each holder of an Allowed Unsecured Claim in Class 4 will receive a pro rata share of total distributions over five years of no less than $10,000. Creditors with Allowed Class 4 Claims will be paid their pro rata share of quarterly payments of S500, beginning 15 days after the Commencement Date. The Debtor's intentions as outlined in the Plan and Disclosure Statement are feasible. The risk factors related to the Church's ability to make plan payments include the risk of declining Church membership and attendance or any unforeseen change in Church leadership. The projected monthly income and expenses do not provide for growth. Assuming market is found for any retained lots owned by the Church, shortfalls in projected receipts may be reconciled through sale of the real estate lots, if a buyer can be identified, or through community outreach and fundraising. The projections of monthly income and expenses are merely estimates and not guaranteed results, but the Church believes that it can achieve the results as set forth in the projections. Payments are to be made from the Debtor‘s operations in accordance with the projections. The previous version of the plan provided that Class 3 general unsecured claimants will receive a pro rata share of total distributions over five years of no less than $12,000. Creditors with allowed Class 3 claims will be paid their pro rata share of quarterly payments of $600 beginning 15 days after the commencement date. Based upon estimated total unsecured claims, unsecured creditors will be paid approximately 37% of their claim. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/innb16-21531-173.pdf About New Shiloh Missionary New Shiloh Missionary Baptist Church Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Indiana on June 2, 2016 OCH-ZIFF CAPITAL: Leadership Changes Backs Fitch's Neg. Outlook --------------------------------------------------------------- The recent resignations of Och-Ziff Capital Management Group LLC's (Oz) founder, Daniel Och, from his role as CEO, and independent board member William Barr from the company's board of directors add to the headwinds facing the company, further reinforcing Fitch Ratings' Negative Outlook. No immediate key-person or change of control events are expected to be triggered, but Fitch believes the leadership changes could potentially lead to incremental investor outflows during normal redemption periods, which would weaken cash flow generation, and thus, Oz's leverage and interest coverage relative to the current 'BB-' ratings. On Jan. 30, 2018 Oz announced that Daniel Och will resign as CEO on Feb. 5, 2018 and remain as Chairman of the company until March 2019. This follows the resignation of independent board member William Barr on Jan. 29, 2018, which was attributed to "disagreement over CEO succession, as well as business and governance plans for the company." Robert Shafir, most recently CEO of Credit Suisse Americas, has been appointed CEO and is expected to take on management and operational functions at the firm. Investment decisions are expected to remain in the hands of the Co-Chief Investment Officers (CIOs), David Windreich and Jimmy Levin, although there have been market reports suggesting a degree of uncertainty with respect to Jimmy Levin's future employment with the firm. Separation of duties has worked well at other alternative investment managers, allowing the CEO to focus on strategic objectives and the CIO(s) to focus on fundraising and investment management. While assets under management (AUM) in Oz's credit and real estate funds are subject to longer lock-up periods, Fitch believes that multi-strategy AUM flows could be pressured in 2018 as the firm seeks to stabilize its management team and governance structure while strengthening its balance sheet. AUM declined 25.3% to $33.3 billion between Jan. 1, 2016 and Feb. 1, 2018. Fitch will continue to monitor monthly flows for signs of weakening investor confidence. Fitch is also increasingly focused on the company's $400 million debt maturity in November 2019 relative to on-going fee generation, unrestricted cash on the balance sheet and available refinancing alternatives. At Sept. 30, 2017, Oz had $317.9 million in unrestricted cash, $150.0 million available under its revolving credit facility and $402.5 million of accrued unrecognized incentive income. Oz's ratings continue to reflect the company's franchise, long-term performance track record, particularly in its core multi-strategy hedge fund business, continued diversification into new products which have longer lock-up periods and adequate core profitability metrics. Key rating constraints include the business model's sensitivity to market risk due to the meaningful amount of net asset value (NAV)-based management fees, weakened profitability, leverage and interest coverage metrics and less diversified, albeit improving, AUM relative to higher-rated alternative investment manager peers. Uncertainty around long-term management stability and asset flows further support Fitch's Negative Rating Outlook, in addition to previous concerns articulated with respect to lower management fee earnings generation capacity and the resultant impacts on cash flow leverage and interest coverage ratios resulting from material outflows in the multi-strategy hedge fund over the past two years. Leverage, as defined by debt to fee-related EBITDA (FEBITDA) is expected to be elevated relative to historical standards, based on management's updated public guidance on base, bonus and non-compensation expenses, while interest coverage, as defined by FEBITDA to interest expense is expected to remain below 3.0x, absent a material change in AUM and/or fee rates. Fitch also notes that reduced investor appetite for hedge funds as an asset class, combined with challenged performance relative to benchmarks, have pressured fund flows and fees for the hedge fund industry as a whole. Fitch currently rates Och-Ziff Capital Management Group LLC as follows: Och-Ziff Capital Management Group LLC OZ Management LP OZ Advisors LP OZ Advisors II LP -- Long-term IDRs 'BB-'. Och-Ziff Finance Co. LLC -- Long-term IDR 'BB-' -- Senior Unsecured 'BB-'. The Rating Outlook is Negative. OPTIMIZED LEASING: Taps Stichter Riedel as Legal Counsel -------------------------------------------------------- Optimized Leasing, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Stichter, Riedel, Blain & Postler, P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors in formulating a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm received the sum of $65,000 from the Debtor as payment for its pre-bankruptcy services and as a retainer for postpetition services. Elena Ketchum, Esq., at Stichter, disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Elena P. Ketchum, Esq. Stichter, Riedel, Blain & Postler, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: eketchum.ecf@srbp.com Optimized Leasing Inc. Optimized Leasing, Inc. is a one-stop shop for every aspect of truck and trailer leasing. It is a privately-held company whose principal place of business is located at 3400 NW 74th Avenue, Unit 1, Miami, Florida. Optimized Leasing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO Ronen Koubi, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Jay A. Cristol presides over the case. PALADIN BRANDS: Moody's Hikes CFR to B2; Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating ("CFR") and Probability of Default Ratings of Paladin Brands Holding, Inc. ("IES Global"), to B2 and B2-PD from B3 and B3-PD, respectively. The CFR upgrade is based on both the company's continued improvement in operating performance as well as the positive industry fundamentals underlying the company's main end-markets. Concurrently, Moody's affirmed the rating on Paladin Brands Holding, Inc.'s first lien upsized $274 million outstanding secured term loan due 2022 at B3. The ratings outlook is stable. Proceeds from the upsized term loan (including $61.5 million add-on) together with $15 million of drawings under the company's revolving credit facility (unrated) are expected to be used to repay in its entirety the company's $75 million subordinated second lien term loan as well as pay related fees and expenses. The refinancing transaction is expected to be leverage neutral with pro forma total debt at December 31, 2017 of $289 million. Paladin Brands Holding, Inc., Crenlo Cab Products, Inc. and Emcor Enclosures, Inc. are subsidiaries of IES Global B.V. that are co-borrowers of the proposed term loan. The following rating actions were taken: Paladin Brands Holding, Inc. Ratings Upgrade: Corporate Family Rating, to B2 from B3 Probability of Default Rating, to B2-PD from B3-PD Rating Affirmation: $274 million outstanding including add-on sr. secured first-lien term loan due 2022, at B3 (LGD-4) from B3 (LGD-3) Outlook, Stable from Positive RATINGS RATIONALE The ratings upgrade is based on the expectation that the company's top line and operating performance should benefit from improvement in the company's main end-markets including construction and demolition that together comprise about half of revenues. Debt/EBITDA as of the latest twelve months ended December 31, 2017 stood at 5.0x with the expectation of further moderate improvement to the 4.5x range by the end of 2018. Further, EBITA/interest coverage is expected to approach 2.5x from 2.0x during the same respective time period. While these metrics are strong for a B2 rating under the Manufacturing methodology, the company's corporate family rating is tempered by the highly cyclical nature of its end-markets. IES Global's B2 CFR considers the company's modest revenue scale, high leverage, degree of customer concentration and cyclical end-markets counterbalanced by an adequate liquidity profile, an international operating footprint, and long established relationships with large heavy equipment manufacturers and dealers. The company's portfolio of attachments and cabs allow heavy machinery to be used for multiple purposes and in varied weather conditions enhancing the machinery's utility and versatility. The rating is supported by Moody's expectation for positive free cash flow and moderate EBITDA improvement over the next twelve to eighteen months. The company's relatively modest revenue scale and product concentration in the heavy manufacturing industry exposes it to significant cyclicality. A stabilization in certain of IES' end-markets benefiting from improvement in global construction markets underlies Moody's expectations for moderate EBITDA improvement. The company's customers across the board are expected to benefit from improvements in current end-market fundamentals. Further, the ratings benefit from low required capital expenditures, high variable costs, and ongoing international expansion. Additionally, restructuring actions over the last two years are expected to contribute to margin sustainment. The company has been demonstrating improved operating results since late 2016 and signs of recovery in end-markets in tandem with debt reduction underscores Moody's expectation that credit metrics will improve further. IES' liquidity profile is adequate characterized by expectations of positive free cash flow generation and good availability and covenant headroom under its revolving credit facility. Liquidity is supplemented by access to foreign assets abroad as an alternate source of liquidity. The stable outlook is based on the expectation that operating performance will continue to further improve due to positive end-market fundaments over the next twelve to eighteen months while maintaining an adequate liquidity profile. The B3 rating on the first lien senior secured term loan, one notch below the B2 CFR, is primarily based on its ranking junior relative to the company's $85 million ABL facility and lack of junior capital support in the debt structure due to the repayment of the second lien term loan. Upward rating momentum would depend on debt/EBITDA improving towards 3.5 times, EBITA/interest exceeding 3.3x and consistent positive annual free cash flow generation with free cash flow/debt of at least 10%. An increase in the company's revenue scale through organic revenue growth supplemented by acquisitions would also support upward rating momentum. Downward rating momentum would develop if the company's liquidity profile were to weaken, particularly from a deterioration in free cash flow. Deterioration in end-market conditions such that debt/EBITDA exceeds and is sustained above 5.25 times and EBITA/interest falls below 1.5x could also lead to a downgrade. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Paladin Brands Holding, Inc. is one of IES Global B.V.'s subsidiaries and a borrower under the company's debt facilities. IES, located in Oak Brook, IL, is an integrated, global manufacturer of a diversified range of highly engineered cab enclosures and attachment tools for the off-highway industry. The company was created in 2011 with the combination of Paladin Brands (including Paladin Attachments, Genesis, Pengo, Jewell) and Crenlo, while Siac do Brasil and CWS were acquired in 2012. Revenues for the last twelve months ended December 31, 2017 totaled $541 million. IES is owned by KPS Capital Partners, L.P., a manager of a family of private equity funds. PARETEUM CORP: Corbin Fund Cuts Stake to 4.9% as of Jan. 31 ----------------------------------------------------------- Corbin Mezzanine Fund I, L.P., Corbin Capital Partners, L.P., and Corbin Capital Partners Management, LLC reported to the Securities and Exchange Commission that as of Jan. 31, 2018, they have ceased to be the beneficial owners of more than five percent of shares of common stock, par value $0.00001 per share, of Pareteum Corporation. Each of the reporting persons beneficially owns 2,206,315 Common Shares constituting 4.9 percent based on 42,924,766 shares of Common Stock outstanding as of Dec. 1, 2017, as disclosed by the Company in its Prospectus Supplement filed on Dec. 1, 2017 pursuant to Rule 424(b)(5), and after giving effect to the issuance of 2,040,000 shares of Common Stock pursuant to the warrants. A full-text copy of the regulatory filing is available for free at https://is.gd/1NPc7j About Pareteum Corporation New York-based Pareteum Corporation -- http://www.pareteum.com/-- provides a complete mobility cloud platform, utilizing messaging and security capabilities for the global Mobile, MVNO, Enterprise, Software-as-a-Service and IoT markets. The Company's software solutions allow any organization to harness the power of a wirelessly connected world by delivering seamless connectivity and subscriber management capabilities that provides end-to-end control of millions of connected devices. Mobile Network Operator (MNO) customers include Vodafone, the world's second largest mobile operator by customer count, Zain, one of the largest mobile operators in the Middle East, as well as MVNO customers such as Lebara and Lowi. Squar Milner, LLP, in Los Angeles, California, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $287.08 million and has negative working capital. This, according to the auditors, raises substantial doubt about the Company's ability to continue as a going concern. Pareteum incurred a net loss of $31.44 million for the year ended Dec. 31, 2016, following a net loss of $5 million for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed $10.28 million in total assets, $15.16 million in total liabilities and a total stockholders' deficit of $4.87 million. PATRIOT NATIONAL: Feb. 8 Meeting Set to Form Creditors' Panel ------------------------------------------------------------- William K. Harrington, United States Trustee for Region 3, will hold an organizational meeting on Feb. 8, 2018, at 10:00 a.m. in the bankruptcy case of Patriot National, Inc., et al. The meeting will be held at: Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Patriot National Fort Lauderdale, Florida-based Patriot National, through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. 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, Inc., aka Old Guard Risk Services Inc., and its affiliates filed for bankruptcy protection (Bankr. D. Del., Case No. 10-10189) on January 30, 2018. The Debtors listed $159 million in total assets and $242 million in total debt as of December 31, 2017. Pachulshi Stang Ziehl & Jones LLP and Hughes Hubbard & Reed LLP serve as counsel to the Debtors. They have also tapped Duff & Phelps, LLC as financial advisor, Conway MacKenzie Management Services LLC as advisor, and Prime Clerk LLC as claims and noticing agent. PENICK PRODUCE: Feb. 15 Disclosure Statement Hearing ---------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Southern District of Mississippi will convene a hearing on Feb. 15, 2018 at 10:00 a.m. to consider and act upon Penick Produce Company, Inc.'s disclosure statement. The deadline to file and serve objections to the disclosure statement is Feb. 9, 2018. About Penick Produce Company Founded in 1991, Penick Produce Co., Inc., is a small organization in the fresh fruits and vegetable companies industry located in Vardaman, Mississippi. Penick Produce, Co., and affiliates Penick Business LP and Penick LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Lead Case No. 17-11522) on April 26, 2017. The petitions were signed by Robert A. Langston, the Debtors' president. At the time of the filing, Penick Produce estimated assets at $10 million to $50 million and debt at $1 million to $10 million. Judge Jason D. Woodard presides over the cases. The Debtors are represented by Douglas C. Noble, Esq., at McCraney, Montagnet, Quin & Noble, PLLC. The Debtors tapped Legacy Capital, Inc. as investment banker. An official committee of unsecured creditors was appointed by the U.S. Trustee on May 16, 2017, and modified on May 18, 2017. The committee retained the Law Office of Derek A. Henderson, as counsel. PEOPLE WHO CARE: Taps Levene Neale as Legal Counsel --------------------------------------------------- People Who Care Youth Center, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; help the Debtor get court approval to obtain financing; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $425 to $595. Paraprofessionals charge $250 per hour. David Golubchik, Esq., and John-Patrick Fritz, Esq., the attorneys who will be handling the case, will each charge $595 per hour and $565 per hour, respectively. Mr. Fritz 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: David B. Golubchik, Esq. John-Patrick M. Fritz, Esq. Levene, Neale, Bender, Yoo & Brill L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: dbg@@lnbyb.com jpf@lnbyb.com About People Who Care Youth Center People Who Care Youth Center, Inc., is a non-profit corporation that provides child daycare to low-income working parents in South Central Los Angeles. Its primary asset is a commercial real property building located at 1502 and 1512 West Slauson Avenue, Los Angeles, California. People Who Care Youth Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10290) on Jan. 10, 2018. In the petition signed by CEO Michelle McArn, the Debtor estimated assets of $100,000,001 to $500 million and liabilities of $500,001 to $1 million. Judge Sheri Bluebond presides over the case. Levene, Neale, Bender, Yoo & Brill L.L.P. is the Debtor's counsel. PLAZA BROADWAY: Taps Cavazos Hendricks as Legal Counsel ------------------------------------------------------- Areya Holder Aurzada, Chapter 11 trustee for Plaza Broadway LLC and Plaza Broadway Retail Group LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Cavazos, Hendricks, Poirot & Smitham, P.C. as her legal counsel. The firm will advise the trustee concerning the administration of the Debtors' estates; represent her interest in suits arising in or related to the Debtors' Chapter 11 cases; investigate what means may be necessary to preserve certain property rights owned by the estates; and provide other legal services. The firm's hourly rates range from $220 to $550 for attorneys and from $75 to $135 for paraprofessional services. Lyndel Anne Vargas, Esq., a shareholder at Cavazos, disclosed in a court filing that she and her firm have no connections with the Debtors or any of their creditors. The firm can be reached through: Lyndel Anne Vargas, Esq. Cavazos, Hendricks, Poirot & Smitham, P.C. Founders Square, Suite 570 900 Jackson Street Dallas, TX 75202 Phone: (214) 573-7316 Fax: (214) 573-7399 Email: LVargas@chfirm.com Plaza Broadway Retail Group Plaza Broadway LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 17-30247) on Jan. 20, 2017 and Plaza Broadway Retail Group, LLC filed (Bankr. N.D. Tex. Case No. 17-30266) on Jan. 22, 2017. The cases are jointly administered. In the petitions signed by Carlos Quintanilla, manager, the Debtors estimated assets and liabilities below $50,000. Eric A. Liepins, PC, served as bankruptcy counsel but was later replaced by Quilling, Selander, Lownds, Winslett & Moser, PC. The Debtors also employ James D. Parker, as accountant. Areya Holder Aurzada was appointed Chapter 11 trustee in the Debtors' cases. The Trustee retained Cavazos, Hendricks, Poirot & Smitham, P.C. as her legal counsel. PLY GEM: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Negative ------------------------------------------------------------------ Clayton, Dubilier & Rice (CD&R) has announced a definitive agreement under which CD&R funds will acquire all of the outstanding shares of Ply Gem common stock in a go-private transaction valued at approximately $2.4 billion. CD&R has also entered into a definitive agreement to acquire Atrium Windows & and Doors Inc. and combine the company with Ply Gem Industries Inc. to create an exterior building products company with total revenue of more than $2.4 billion in 2017. S&P Global Ratings is thus placing all of its ratings on Cary, N.C.-based Ply Gem Industries Inc., including the 'B+' corporate credit rating, 'BB' senior secured rating, and 'B+' senior unsecured rating, on CreditWatch with negative implications. The recovery rating on the senior secured debt is '1', indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of default. The recovery rating on the senior unsecured debt is '4', indicating S&P's expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of default. S&P said, "At the same time, we placed our ratings on Wayne, N.J.-based Atrium Windows and Doors Inc., including the 'B-' corporate credit rating and senior secured ratings, on CreditWatch with positive implications. The recovery rating on the senior secured debt is '4', indicating our expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of default." Both CreditWatch listings follow CD&R's announcement of plans for CD&R funds to acquire all of the outstanding shares of Ply Gem common stock in a go-private transaction as well as acquire Atrium Windows and Doors and combine the company with Ply Gem. Ply Gem's board of directors unanimously approved the agreement, which provides for the payment of $21.64 per share in cash to all holders of Ply Gem common stock. The cash purchase price represents a premium of approximately 20% over Ply Gem's closing stock price on Jan. 30, 2018. Promptly following entry into the agreement, stockholders holding greater than 50% of the outstanding shares of Ply Gem common stock executed a written consent to approve the transaction, thereby providing the required stockholder approval. S&P said, "We intend to resolve the CreditWatch placements as the transaction closing approaches and financing arrangements become clear. "We could lower the rating on Ply Gem if we gained further insight into the company's future capital structure and leverage profile and determined that debt to EBITDA would be above 5x. "We could maintain the rating on Ply Gem if we believed the capital structure would support debt to EBITDA below 5x. "We could raise Atrium's corporate credit rating once we gain further information regarding the combined company's future organizational and capital plans. We could also withdraw the corporate credit and issue-level ratings on Atrium if all of its debt is repaid at the close of the transaction." PRECIPIO INC: Crede Claims it is Owed $1.8 Million -------------------------------------------------- Precipio, Inc. said it has received a letter from Crede Capital Group LLC claiming that, in connection with an investment in Transgenomic, Inc., the predecessor of the Company, the Company owes Crede approximately $1.8 million. Crede has claimed that the Company must pay that amount or agree to a settlement, or litigation will be filed which seeks the amount owed and attorney's fees. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Precipio had $34.97 million in total assets, $14.57 million in total liabilities and $20.40 million in total stockholders' equity. PRECIPIO INC: Stockholders Approve Proposed Stock Offering ---------------------------------------------------------- At a special meeting of the stockholders of Precipio, Inc. held on Jan. 30, 2018, the stockholders of the Company: 1. approved, for purposes of complying with applicable NASDAQ Listing Rules, (i) the potential issuance of more than 20% of the Company's common stock pursuant to the Company's November 2017 registered direct offering of the Company's Series C Convertible Preferred Stock and warrants to purchase Common Stock and (ii) the terms of the Series C Preferred Stock and Warrants; and 2. approved an amendment and restatement of the Company's 2017 Stock Option and Incentive Plan to: a. increase the aggregate number of shares authorized for issuance under the 2017 Plan by 5,389,500 shares to 6,056,166 shares; b. increase the maximum number of shares that may be granted in the form of stock options or stock appreciation rights to any one individual in any one calendar year and the maximum number of shares underlying any award intended to qualify as "performance-based compensation" to any one individual in any performance cycle, in each case to 1,000,000 shares of Common Stock; c. increase the aggregate number of shares authorized for issuance under the 2017 Plan as incentive stock options to 6,056,166 shares, cumulatively increased on Jan. 1, 2019 and on each January 1 thereafter by the lesser of the annual increase for such year or 500,000 shares; and d. add an "evergreen" provision, pursuant to which the aggregate number of shares authorized for issuance under the 2017 Plan will be automatically increased each year beginning on Jan. 1, 2019 by 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares determined by the Company's Board of Directors or Compensation Committee. The number of shares of Common Stock entitled to vote at the Special Meeting was 10,171,620. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 6,549,979. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Precipio had $34.97 million in total assets, $14.57 million in total liabilities and $20.40 million in total stockholders' equity. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. PRIME EQUIP: Tiger Group Commences Liquidation of Assets -------------------------------------------------------- Tiger Group, in cooperation with Liquidity Services, is now liquidating the assets of Prime Equip Solutions. The offering of the Houston construction equipment rental company's assets includes late-model telescopic and articulated boom lifts, excavators, wheel loaders, single drum rollers, backhoes, and track loaders. In all, 93% of the assets being liquidated are 2012 or newer models, while 40% are 2016 or newer. Onsite visits are available by appointment at Prime Equip's 45-acre facility on Rankin Road near Interstate 45, and offers are being accepted for all equipment categories. "This sale provides opportunistic buyers a platform to acquire high quality, late-model assets, the likes of which rarely come on the used equipment market with this age profile," noted Tiger Executive Managing Director Jeff Tanenbaum. "In addition to the discrete asset sales, Prime Equip still has equipment out with customers on rental agreements that run through January and February. Those agreements may be available for assumption as an ongoing revenue source." The sale features a broad range of equipment, including a fleet of recent model (2016 and 2017) Haulotte and Genie aerial work platforms; a large inventory of LiuGong earthmoving equipment, including model years 2012 to 2014; as well as backhoes, track loaders, dozers and tractors from Terex, Case and New Holland. "We rarely see assets this new with such low hours coming on to the market, so this is truly a unique opportunity to acquire nearly-new equipment at liquidation prices," said Nick Taylor, Vice President of Global Sales for Liquidity Services. Prime Equip traces its roots to 2008 when an equipment dealership opened the facility on Rankin Road. The site was taken over by Noble Iron Inc. in 2012, helping to establish the major brand LiuGong in North America. Following a buyout in September 2016, the company continued to grow, but throughout 2017 faced stiff local competition and difficulty reaching utilization targets with the wide range of assets in its fleet. These conditions led to the decision to close the business in early 2018. RENT RITE SUPERKEGS: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Feb. 2 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rent Rite SuperKegs West Ltd. The committee members are: (1) Tom Connolly Chapter 7 Trustee of Bankruptcy Estate of Don Richard Iley 950 South Spruce St., Suite 1C Louisville, CO 80027 Tel: (303) 661-9292 Email: Tom@clpc-law.com (2) Jose Talamantes (3) DKW LLC dba Trojan Labor 3117 N. Hancock Ave. Colorado Springs, CO 80907 Tel: (303) 810-4386 Email: doc@trojanlabor.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 Rent Rite SuperKegs West Ltd. Based in Denver, Colorado, Rent Rite SuperKegs West Ltd.'s line of business includes renting or leasing equipment. Rent Rite sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-21236) on December 11, 2017. Judge Thomas B. Mcnamara presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1,000,001 to $10 million. Weinman & Associates, P.C. is the Debtor's bankruptcy counsel. REVLON CONSUMER: Moody's Lowers CFR to Caa1; Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Revlon Consumer Products Corporation's Corporate Family Rating ("CFR") to Caa1 from B2 and Probability of Default Rating to Caa1-PD from B2-PD. Moody's also downgraded Revlon's senior secured term loan to B3 from B1, its unsecured global notes to Caa3 from Caa1, and the Speculative Grade Liquidity rating to SGL-4 from SGL-2. The rating outlook is negative. The downgrades reflect Moody's expectation that Revlon's financial leverage will remain unsustainably high over the next year. Revlon's progress at deleveraging following the 2016 acquisition of Elizabeth Arden has been very slow, and Moody's estimates that Revlon's 2017 debt to EBITDA exceeded 11x. Moody's expects leverage reduction to be hampered by low organic earnings growth over the next year. Revlon's operations are not fully stabilized and face challenges that could affect sales and raise the cost and time to implement some more complex restructuring moves. Hence execution risk is high with related to Revlon's aggressive plan to extract about $190 million of cost synergies. The company is in the midst of restructuring its operations to restore growth and improve operating performance. The negative outlook reflects Moody's belief that Revlon's operating performance and resulting credit metrics will remain weak over the next 12-18 months. Continued operating challenges or delays in realizing cost synergies could make Revlon's capital structure unsustainable and lead to further downgrades. The following ratings were downgraded: Revlon Consumer Products Corporation Corporate Family Rating to Caa1 from B2; Probability of Default Rating to Caa1-PD from B2-PD; Senior secured bank term loan to B3 (LGD3) from B1 (LGD3); Senior Unsecured global notes to Caa3 (LGD5) from Caa1 (LGD5) Speculative Grade Liquidity Rating to SGL-4 from SGL-2 Revlon Escrow Corporation Senior Unsecured global notes to Caa3 (LGD5) from Caa1 (LGD5) Revlon Consumer Products Corporation The rating outlook changed to negative from stable RATINGS RATIONALE Revlon's Caa1 CFR reflects its very high financial leverage of about 11x and Moody's belief that leverage will remain above 10.0x over the next year. This very high leverage is in part due to earnings and cash flow weakness reflecting lackluster demand for the company's domestic consumer and professional products. In addition, Moody's recognizes the company's high exposure to acquisition event risk related to the controlling stake held by the Ron Perelman-owned investment firm MacAndrews & Forbes Incorporated. The rating is supported Revlon's strong global brand name recognition, as well as its product and geographic diversification. The integration of Elizabeth Arden (which Revlon acquired in 2016) remains on track and cost synergies are in line with Moody's expectations. The SGL-4 Speculative Grade Liquidity Rating reflects Moody's view of Revlon's weak liquidity. Revlon operations and restructurings have consumed a large amount of cash (over $150 Million) over the past year, and Moody's expects the company to be cash flow negative in the year ahead. The company relies on its $400 million of bank ABL unrated -- approximately $160 million undrawn as of September 30, 2017) to fund the projected free cash flow deficit and the required $18 million per annum term loan amortization. The term loan has no financial covenants. Moody's projects the company fixed charge covenant on its ABL will remain untested over the next 12 months. Revlon's ratings could be downgraded if the company fails to stabilize revenues and earnings, and generate good positive free cash flow. Ratings could also be downgraded if liquidity weakens, if the company is unable to reduce debt to EBITDA from currently very high levels, or if for any reason, Revlon's capital structure appears to be unsustainable. Revlon's ratings could be upgraded if the company materially improves its operating performance and liquidity. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Revlon, headquartered in New York, NY is a worldwide personal care products company. It specializes in skin care, cosmetics, hair color, hair care, men's grooming products, beauty tools, and fragrances. The company is a wholly-owned subsidiary of publicly-traded Revlon, Inc., which is majority-owned by MacAndrews & Forbes Incorporated (M&F). M&F is wholly-owned by Ronald O. Perelman. Revlon generates annual revenues of about $2.7 billion. ROLLING HILLS: Taps Ketel Thorstenson as Auditor ------------------------------------------------ Rolling Hills Farm Investments, LLC, seeks approval from the U.S. Bankruptcy Court for the District of South Dakota to hire an auditor. The Debtor proposes to employ Ketel Thorstenson, LLP to conduct annual reviews of financial statements for presentation to the South Dakota Gaming Commission and to financial institutions. The firm's hourly rates are: Nina Braun $220 Alicia Burghduff $110 Brady Gabel $90 Nina Braun, a certified public accountant and partner at Ketel Thorstenson, disclosed in a court filing that she has no connection with any of the Debtor's creditors. Ketel Thorstenson can be reached through: Nina Braun Ketel Thorstenson, LLP 810 Quincy Street Rapid City, SD 57701 Direct Phone: 605-718-3571 Office: 605-342-5630 E-mail: ninab@ktllp.com info@ktllp.com About Rolling Hills Farm Investments Rolling Hills Farm Investments, LLC, is a privately-held gambling company headquartered in Woonsocket, with its principal assets located at 623-629 Main Street Deadwood, South Dakota. Rolling Hills sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 17-50240) on Nov. 1, 2017. Brian E. Holcomb, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Charles L. Nail, Jr. presides over the case. Anker Law Group, P.C., is the Debtor's bankruptcy counsel. ROSENBAUM FARM: Has Until Feb. 28 To File Chapter 11 Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia has entered a consent order granting Rosenbaum Feeder Cattle, LLC, and Rosenbaum Farm, LLC's request to extend the exclusive periods during which only the Debtors can file a plan and to solicit acceptance of the plan until Feb. 28, 2018, and April 27, 2018, respectively. A copy of the Consent Order is available at: http://bankrupt.com/misc/vawb17-70963-94.pdf About Rosenbaum Farm and Rosenbaum Feeder Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC, own a hog feedlot facility at 36000 Allison Lane, Glade Spring, Virginia. William McCann Rosenbaum and William Todd Rosenbaum, who are father and son respectively. William and Todd Rosenbaum are the sole owners of Rosenbaum Farm. The Farm has been in the Rosenbaum family for four generations. Rosenbaum Farm and Rosenbaum Feeder Cattle sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case Nos. 17-70962 and 17-70963) on July 20, 2017. William Todd Rosenbaum, its secretary and treasurer, signed the petitions. The Debtors' cases were consolidated for procedural purposes on Aug. 17, 2017. At the time of the filing, both Debtors estimated assets and liabilities of $1 million to $10 million. Judge Paul M. Black presides over the cases. The Debtors hired Stoll Keenon Ogden PLLC as bankruptcy counsel, and Browning, Lamie & Gifford, P.C., as local counsel. The Debtors hired Hicok, Fern & Company CPAs as their accountant and financial advisor. ROTINI INC: Seeks to Hire Avicenna as Accountant ------------------------------------------------ Rotini, Inc. and TK Restaurant Management, Inc., filed separate applications seeking approval from the U.S. Bankruptcy Court for the District of Columbia to hire Avicenna Accounting as their accountant. The firm will assist the Debtors in the preparation of a business plan; review and investigate tax claims; prepare tax returns; assist in the preparation of a plan of reorganization; provide expert testimony; and provide other accounting services related to the Debtors' Chapter 11 cases. The firm will charge a monthly fee of $1,700 for its services. Behraz Bahri, owner of Avicenna Accounting, disclosed in a court filing that he and his firm do not have any interest adverse to the Debtors and their estates. The firm can be reached through: Behraz Bahri Avicenna Accounting 8500 Leesburg Pike, Suite 203 Vienna, VA 22182 Tel: 703-448-6655 Email: info@aviact.com About Rotini Inc. Located in Washington, DC, Rotini Inc. is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is engaged in the restaurants business. It first sought bankruptcy protection on June 14, 2013 (Bankr. D.C. Case No. 13-00380) and then on Sept. 23, 2014 (Bank. D. D.C. Case No. 14-00514). Rotini, Inc. and affiliate TK Restaurant Management, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case Nos. 17-00270 and 17-00269) on May 6, 2017. In the petitions signed by president Karen Kowkabi, Rotini estimated assets of less than $50,000 and liabilities of $1 million to $10 million, and TK Restaurant estimated assets of less than $50,000 and liabilities of less than $1 million. Judge S. Martin Teel, Jr. presides over the cases. Gilman & Edwards, LLC, is the Debtors' bankruptcy counsel. RUMSEY LAND: Taps Wilcox as Special Counsel in RLH Suit ------------------------------------------------------- Rumsey Land Co., LLC, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Wilcox Law Firm, LLC as its special litigation counsel. The firm will represent the Debtor in a case it filed against Resource Land Holdings, LLC and two other companies, alleging breach of contract, fraud and negligence (Civil Action No. 16CV2117). Ronald Wilcox, Esq., the attorney who will be handling the case, will charge 50% of his hourly rate at $200 an hour. In addition, his firm will be paid 20% of any award issued by the district court overseeing the case and a $40,000 retainer. Mr. Wilcox disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Wilcox Law Firm can be reached through: Ronald Wilcox, Esq. Wilcox Law Firm, LLC 383 Corona St., Suite 401 Denver, CO 80218 Phone: 303-594-6720 Email: ron@wilcox.legal About Rumsey Land Co. Denver, Colorado-based Rumsey Land Co., LLC, is a privately held company owning real property in Elizabeth, Nederland, and Evans, Colorado with water rights, gravel rights, and additional interests associated with the Evans property. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-10691) on Jan. 15, 2010, estimating $10 million to $50 million in assets and liabilities at the time of the filing. The court dismissed the bankruptcy case on Oct. 20, 2011. On June 23, 2015, the Debtor filed a motion to reopen the case to commence litigation against Resource Land Holdings LLC, Sorin National Resource Partners LLC, and Pueblo Bank & Trust Company LLC. The court ordered the reopening of the case on September 1, 2015. Buechler & Garber, LLC is the Debtor's legal counsel. The Debtor hired Haddon, Morgan and Foreman, PC, as its special litigation counsel. SCG AUTUMN BREEZE: Taps Kelley & Clements as Legal Counsel ---------------------------------------------------------- SCG Autumn Breeze Operator, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Kelley & Clements LLP as its legal counsel. The firm will advise the Debtor regarding the administration of its estate; protect the Debtor's interest in suits related to its Chapter 11 case; and provide other legal services in connection with the case. The firm will charge $75 per hour for the services of its paraprofessionals and $300 per hour for partners. Kelley & Clements LLP received $30,000 as a pre-bankruptcy retainer. Charles Kelley, Jr., Esq., a member of Kelley & Clements, 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: Charles N. Kelley, Jr. Esq. Kelley & Clements LLP P.O. Box 2758 Gainesville, GA 30503-2758 Phone: (770) 531-0007 E-mail: ckelley@kelleyclements.com About SCG Autumn Breeze Operator SCG Autumn Breeze Operator, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-20127) on Jan. 25, 2018. Judge James R. Sacca presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The Debtor tapped Kelley & Clements LLP as its legal counsel. SCIENTIFIC GAMES: Prices Private Offering of Senior Notes --------------------------------------------------------- Scientific Games Corporation announced that its wholly owned subsidiary, Scientific Games International, Inc., has priced an additional $900 million principal amount of its 5.000% senior secured notes due 2025 at an issue price of 100.0%, EUR325 million of 3.375% new senior secured notes due 2026 at an issue price of 100.0% and EUR250 million of 5.500% new senior unsecured notes due 2026 at an issue price of 100.0% in a previously announced private offering. This represents a $400 million increase in the original offering amount of the New 5.000% Dollar Notes. The New 5.000% Dollar Notes will be issued under the same indenture pursuant to which SGI previously issued $350 million of its 5.000% senior secured notes due 2025. The New 5.000% Dollar Notes and the Existing Notes will be treated as a single series of debt securities for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, will have terms identical to the Existing Notes, other than issue date and offering price and will have the same CUSIP and ISIN numbers as, and trade together with, the New 5.000% Dollar Notes, except that the New 5.000% Dollar Notes issued in offshore transactions under Regulation S will be issued and maintained under a temporary CUSIP number during a 40-day distribution compliance period commencing on the issue date. Scientific Games intends to use the net proceeds of the New Notes offering, together with borrowings under the term loan B facility of its Credit Agreement, to redeem all $2,100 million of its outstanding 7.000% senior secured notes due 2022, repay borrowings under its revolving credit facility, pay accrued and unpaid interest thereon plus any related premiums, fees and costs, and pay related fees and expenses of the New Notes offering. The New Notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries. The New 5.000% Dollar Notes and the Secured Euro Notes will be secured by liens on the same collateral that secures indebtedness under Scientific Games' credit agreement. The offering is currently expected to close on Feb. 14, 2018, subject to customary conditions. The New Notes will not be registered under the Securities Act of 1933 as amended or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The New Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act. The New Notes are not being offered, sold or otherwise made available to any retail investor in the European Economic Area. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Committed to responsible gaming, Scientific Games delivers what customers and players value most: trusted security, engaging entertainment content, operating efficiencies and innovative technology. Scientific Games reported a net loss of $353.7 million in 2016, a net loss of $1.39 billion in 2015 and a net loss of $234.3 million in 2014. Scientific Games had $7.06 billion in total assets, $9.03 billion in total liabilities and a $1.97 billion total stockholders' deficit. SHREE SWAMINARAYAN: Taps Kelly Firm as Legal Counsel ---------------------------------------------------- Shree Swaminarayan Satsang Mandal, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire The Kelly Firm, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Andrew Kelly Attorney $400 Chryssa Yaccarino Attorney $275 Katherine Galdieri Attorney $275 Wendy Kelly-Sheridan Paralegal $100 Marjorie Gifford Paralegal $100 Andrew Kelly, Esq., disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew J. Kelly, Esq. The Kelly Firm, P.C. 1011 Highway 71, Suite 200 Spring Lake, NJ 07762 Phone: (732) 449-0525 Email: akelly@kbtlaw.com About Shree Swaminarayan Shree Swaminarayan Satsang Mandal Inc. filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-42100) on Sept. 26, 2017. At the time of filing, the Debtor estimated less than $1 million both in assets and liabilities. On Dec. 6, 2017, the case was transferred to the U.S. Bankruptcy Court for the District of New Jersey and was assigned a new case number (Case No. 17-34558). Judge Michael B. Kaplan presides over the case. The Debtor tapped Andrew J. Kelly, Esq., at The Kelly Firm, P.C., and Joyce W. Lindauer, Esq., and Sarah M. Cox, Esq., at Joyce W. Lindauer Attorney, PLC, as counsel. SHUTTERFLY INC: S&P Puts Ratings on Watch Neg Amid Lifetouch Deal ----------------------------------------------------------------- U.S.–based online-personalized products retailer and manufacturer Shutterfly Inc. announced that it has entered into a definitive agreement to acquire Lifetouch Inc. S&P Global Ratings placed its ratings, including the 'BB-' corporate credit rating, on Shutterfly Inc. on CreditWatch with negative implications. The CreditWatch placement reflects Shutterfly's announcement that it has entered into a definitive agreement to acquire Lifetouch Inc. for approximately $825 million. S&P expects the acquisition will increase adjusted debt leverage to about 3.8x, which is above S&P's 3.0x threshold for the 'BB-' corporate credit rating. S&P said: "We will resolve the CreditWatch placement within the next 90 days once we have more details on the acquisition, including synergies, business position, diversification, profitability, the combined company's cash flow generation, and the company's wiliness to repay debt. A material change in the company's financial policy such as more aggressive debt-financed acquisitions could trigger a downgrade of up to one notch. A downgrade could also occur if we expect the company will struggle to reduce leverage below our 3x over the next 12 months. Additionally, we will reassess our issue-level and recovery ratings on the company's senior secured debt after reviewing the proposed transaction financing. In an all senior secured debt financing scenario, we could lower our issue-level ratings up to two notches." SONIC AUTOMOTIVE: Moody's Affirms Ba3 CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service affirmed all ratings of Sonic Automotive, Inc., including the Ba3 Corporate Family Rating. The outlook is stable. "The rating affirmation reflects Sonic's continued steady operating performance and good liquidity profile," stated Moody's Vice President Charlie O'Shea. "Sonic continues to make favorable progress diversifying and enhancing its business model with EchoPark and its One Sonic-One Experience initiative." Outlook Actions: Issuer: Sonic Automotive, Inc. -- Outlook, Remains Stable Affirmations: Issuer: Sonic Automotive, Inc. -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed Ba3 -- Senior Subordinated Regular Bond/Debenture, Affirmed B2 (LGD6 from LGD5) RATINGS RATIONALE The Ba3 rating recognizes Sonic's continued steady operating performance, which has resulted in a solid quantitative credit profile, its good liquidity as evidenced by its SGL-2 Speculative Grade Liquidity rating which benefits from its long-dated maturity profile, and its business model, with representative parts and service and finance and insurance segments, which reduce reliance on new car sales. Ratings also reflect the company's strong market position in the still very fragmented auto retailing segment, and Sonic's historically-favorable brand mix. Finally, the ratings recognize the costs involved in the implementation of the One Sonic-One Experience initiatives, as well as the roll-out of EchoPark stand-alone used car dealerships, both of which Moody's believe to be sensible allocations of resources. The stable outlook reflects Moody's expectation that Sonic's favorable brand mix will continue to resonate with consumers, EchoPark will provide a competitive advantage over its rated peers, and that Sonic will continue to manage its expenses prudently, resulting in credit metrics that should continue to improve slightly over the next few quarters. Ratings could be upgraded if operating performance continues to improve, financial policy remains balanced, the current liquidity profile is at least maintained, debt/EBITDA is sustained below 4.25 times, and EBITA/Interest is sustained above 3.5 times. Ratings could be downgraded if liquidity or operating performance weakens or financial policy becomes more aggressive, resulting in either debt/EBITDA rising above 5 times, or EBITA/interest dropping below 2.5 times. Headquartered in Charlotte, North Carolina, Sonic Automotive is a leading leading auto retailer with 112 stores and annual revenues of approximately $9.8 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. SOURCINGPARTNER INC: Taps Carol Lynn Wolfram as Co-Counsel ---------------------------------------------------------- Sourcingpartner, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire The Law Offices of Carol Lynn Wolfram. Wolfram will serve as co-counsel with The Harvey Law Firm, P.C., the firm hired by the Debtor to be its bankruptcy counsel in connection with its Chapter 11 case. The firm's hourly rates are: Carol Lynn Wolfram $350 Frederic Wolfram $350 Christopher Henry $250 Carol Lynn Wolfram, Esq., disclosed in a court filing that she and her firm do not hold or represent any interest adverse to the Debtor and its estate. The firm can be reached through: Carol Lynn Wolfram, Esq. Christopher B. Henry, Esq. P.O. Box 1925 Denton, TX 76202 Tel: (940) 321-0019 Fax: (940) 497-1143 E-mail: clwolframlegal@gmail.com About Sourcingpartner Inc. Sourcingpartner, Inc., based in McKinney, Texas, is in the stationery and office supplies industry. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Sourcingpartner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 17-42777) on Dec. 17, 2017. In the petition signed by CEO Philip J. Leckinger, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Brenda T. Rhoades presides over the case. The Harvey Law Firm, P.C., is the Debtor's legal counsel. STERLING ENTERTAINMENT: Wants Plan Filing Extended to April 2 ------------------------------------------------------------- Sterling Entertainment Group LV, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to further extend the exclusive period wherein only the Debtor can file a plan of reorganization and the period for the Debtor to solicit acceptance of the plan through and including April 2, 2018, and June 6, 2018, respectively. A hearing on the Debtor's request will be held on Feb. 28, 2018, at 1:30 p.m. As reported by the Troubled Company Reporter on Nov. 30, 2017, the Court previously extended the exclusive periods for the Debtor to file a plan of reorganization and solicit acceptance of the plan, through and including Feb. 1, 2018, and April 2, 2018, respectively. The Debtor seeks these extensions (a) to avoid premature formulation of a Chapter 11 plan, and (b) to ensure the plan that is eventually formulated will take into account all the interests of the Debtor and its creditors. The Debtor says that due to the complexity of the issues of this Chapter 11 case, it is justifiable to grant an extension of the Exclusive Periods. Key components of the Debtor's progress since the Petition Date include, inter alia: i. preparing schedules and statements of financial affairs; ii. beginning to document and negotiate with the creditors; iii. preserving the privileged licenses for the Club; iv. defending against requests from the U.S. Trustee to extend the deadline to object to Debtors' claimed exemptions; and v. developing an overall reorganization strategy litigation for the business. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nvb17-13662-197.pdf About Sterling Entertainment Group Los Angeles, California-based Sterling Entertainment Group LV, LLC, owns the Olympic Garden Gentlemen's Club located at 1531 Las Vegas Boulevard, Las Vegas, Nevada 89104 as well as the real Property associated with the Club. Sterling Entertainment Group filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-13662) on July 6, 2017. In the petition signed by Amadouba Tall, trustee of Salahadin Family Trust, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge August B. Landis presides over the case. Bryan M. Viellion, Esq., at Kaempfer Crowell, is the Debtor's counsel. TOP SHELV: Valid Construction Lien Claimants Added in Latest Plan ----------------------------------------------------------------- Top Shelv Worldwide LLC filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined first amended plan of reorganization and disclosure statement, which provides for the resolution of outstanding Creditor Claims and Equity Interests. The amended plan now has seven classes of creditors with the addition of the valid construction lien claimants in Class I. Class I Allowed Secured Claims will be paid 120 monthly payments of principal and interest on their Allowed Secured Claims commencing on the 1st day of the month after the month of the Effective Date. Interest in Class I Allowed Secured Claims will be paid at 5.5% simple interest. In the event that unsecured creditors in Class VI fail to accept the plan, or as such Plan may be modified, Auburn Holdco will sell its Membership Interest in the Debtor. Auburn Holdco will sell its equity Interests in the Debtor in accordance with the following procedures: Such sale will be conducted by a business broker licensed in the state of Michigan who will be chosen within 14 days after the Effective Date. The Broker will be afforded 120 days after the date of selection of the Broker to market and sell the Auburn Holdco's membership Interests in the Debtor to persons, investors, and others who may be interested in purchasing such Interests and to receive bids and offers. No bids and offers will be received and accepted after the expiration of the Marketing Period. Any party interested in placing bids or offers for the purchase of Auburn Holdco's Equity Interests in the Debtor may obtain additional details regarding the selected Broker and the time, place and process of the Top Shelv Equity Sale by contacting Debtor's counsel. A full-text copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/mieb1-17-10990-35.pdf About Top Shelv Worldwide Top Shelv Worldwide, LLC, sought protection under Chapter 11 of the Bankruptcy Code for a second time (Bankr. E.D. Mich. Case No. 17-21434) on July 14, 2017. Stanley Dulaney, its member, signed the 2017 petition. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Daniel S. Opperman presides over the case. Edward J. Gudeman, Esq., at Brian A. Rookard, Esq., at Gudeman and Associates, P.C., serve as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. Top Shelv previously sought bankruptcy protection (Bankr. E.D. Mich. Case No. 15-21770) on Aug. 31, 2015. A plan was confirmed May 6, 2016. TOREX GOLD: Lenders Extend Waiver on Unit's Liquidity Covenant -------------------------------------------------------------- Torex Gold Resources Inc. (TXG) on Jan. 31, 2018, disclosed that its wholly owned subsidiary, Minera Media Luna, S.A. de C.V. ("MML"), has received an extension to the previously announced waiver signed by BNP Paribas, as Administrative Agent, on behalf of the Lenders. This waiver lowers the liquidity covenant threshold in the amended and restated credit agreement dated July 21, 2017, from US$50 million to US$30 million until Feb. 28, 2018, with the proviso that the remaining US$25 million available under the credit agreement, which is not yet drawn, is counted toward meeting the liquidity covenant threshold but it may not be drawn by MML. Fred Stanford, President & CEO of Torex stated: "This extension to the previously agreed waiver on the part of the lenders provides an extra level of comfort to temporarily minimize any risk of covenant breach while we endeavor to re-start operations at the ELG Mine. Once again, our appreciation to the Lenders for their unwavering support." Torex is an emerging intermediate gold producer based in Canada, engaged in the exploration, development and operation of its 100% owned Morelos Gold Property, an area of 29,000 hectares in the highly prospective Guerrero Gold Belt located 180 kilometers southwest of Mexico City. Within this property, Torex has the El Limon Guajes Mine, which announced commercial production in March of 2016, the Sub-Sill Project, currently under development, and the Media Luna Project, an early stage development project for which the Company issued a preliminary economic assessment (PEA) in 2015. The property remains 75% unexplored. TOWN SPORTS: Moody's Hikes CFR to B3; Outlook Stable ---------------------------------------------------- Moody's Investors Service upgraded Town Sports International Holdings, Inc. ratings, including the company's Corporate Family Rating ("CFR") to B3 from Caa2, its Probability of Default Rating ("PDR") to B3-PD from Caa2-PD and its Speculative Grade Liquidity rating to SGL-2 from SGL-3. At the same time, Moody's upgraded the ratings for Town Sports International, LLC's ("Town Sports") senior secured bank credit facilities to B2 from Caa1. The rating outlook remains stable. The upgrade acknowledges that Moody's expects Town Sports' turnaround in operating performance that started at the beginning of 2017 will continue. For the first nine months of 2017, Town Sports generated 1.2% of positive club revenue growth while continuing to manage expenses such that EBITDA (adjusted for the impairment of fixed assets) improved to $33.8 million from $26 million (nearly 30%). Over the same period, free cash flow (after the $9.5 million purchase price of Lucille Roberts) improved to $16 million from $3.3 million. The upgrade to B3 reflects Moody's belief that this level of operating performance has greatly reduced the likelihood of a default including any further potential distressed exchanges. Upgrades: Issuer: Town Sports International Holdings, Inc. -- Corporate Family Rating, Upgraded to B3 from Caa2 -- Probability of Default Rating, Upgraded to B3-PD from Caa2-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Issuer: Town Sports International, LLC -- Senior Secured Bank Credit Facilities, Upgraded to B2 (LGD3) from Caa1 (LGD3) Assignments: Issuer: Town Sports International, LLC -- Corporate Family Rating, Assigned to B3 -- Probability of Default Rating, Assigned B3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 Outlook Actions: Issuer: Town Sports International Holdings, Inc. -- Outlook, Remains Stable Issuer: Town Sports International, LLC -- Outlook, Remains Stable Following these rating actions, Moody's will withdraw the Corporate Family Rating, Probability of Default Rating, Speculative Grade Liquidity rating and outlook at Town Sports International Holdings, Inc. for administrative reasons. RATINGS RATIONALE Town Sports B3 CFR is constrained by its low adjusted EBITA margins of 11.3% compared to the median of its industry peers of over 20% and its geographic concentration with 72% of its clubs located in the New York City metro-area a region which continues to face pressure from rising wage costs. The CFR also reflects Town Sports concentration in the highly fragmented and competitive fitness club industry which has low barriers to entry, high attrition rates, and is experiencing a trend towards either high-end or budget gym memberships which places pressure on the mid tier price point in which Town Sports currently operates. Town Sports interest coverage with EBITA to interest expense (as adjusted by Moody's for operating leases) of 1.0 time also remains a rating constraint. However, Town Sports benefits from its continued improved operating performance and Moody's expectation that it will continue to generate positive free cash flow. Town Sports currently has $200 million of funded debt which has allowed it to maintain moderate leverage despite its EBITDA generation remaining well below its historic peak. For the nine months ended September 30, 2017, debt to EBITDA (as adjusted by Moody's for operating leases) was 4.1 times, a level that is viewed as being solid for the B3 rating level. The B3 rating is predicated on Moody's expectation that Town Sport will maintain a balanced financial policy which will result in debt to EBITDA remaining around its current levels for the next eighteen months. The stable outlook reflects Moody's expectation that Town Sports' turn around in operating performance is sustainable and that it will generate over $20 million in free cash flow over the next twelve months while maintaining more than ample on balance sheet cash to support its daily operations. Ratings could be upgraded should comparable-club revenue continue to grow while Town Sports improves adjusted EBITA margins approaching 14%. An upgrade would also require EBITA to interest expense sustained above 1.25x, debt to EBITDA maintained at or below its current level (4.1 times) and a good liquidity profile. Ratings could be downgraded should Town Sports return to a trend of weakening comparable club revenue growth, experience material declines in membership count or the necessity to close a significant number of unprofitable clubs. Ratings could also be downgraded should Town Sports liquidity profile deteriorate, EBITA to interest expense remain below 1.0 time or should debt to EBITDA increase above 6.0 times. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Jupiter, FL, Town Sports International Holdings, Inc., through its wholly-owned operating subsidiary Town Sports International, LLC, is one of the leading owners and operators of fitness clubs in the Northeast and Mid-Atlantic regions of the United States. As of September 30, 2017, the company operated 164 fitness clubs under five key regional brand names; New York Sports Clubs, Boston Sports Clubs, Washington Sports Clubs, Philadelphia Sports Clubs and Lucille Roberts as well as three clubs in Switzerland. These clubs collectively served approximately 588,000 members. Revenue for the LTM period ending September 30, 2017 was $394 million. TRANSMONTAIGNE PARTNERS: Fitch Assigns First-Time 'BB' IDR ---------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'BB' to TransMontaigne Partners L.P. (TLP). Fitch has also assigned 'BB'/'RR4' ratings to senior unsecured notes that TLP will issue. The 'BB'/'RR4' ratings reflect Fitch's expectation that in an event of default the recovery for the senior unsecured notes will be in the range of 31% to 50%. The use of proceeds from the notes offering will be for the repayment of debt and other general corporate purposes. Fitch has reviewed the preliminary documentation for the proposed notes offering. The assigned ratings assume there will be no material variation from the draft previously provided. TLP is a terminaling company operating in 20 U.S. states. TLP receives, stores, treats and distributes domestic and foreign deliveries to and from oil refineries, wholesalers, retailers and ultimate end-users. Revenue-assurance is high. Ninety-four percent of revenues are fee-based. Revenues are obtained under term contracts, with the largest part of the contract payment stream being take-or-pay payments. Over 60% of contracts (by revenue) have at least three years in remaining term. The recommended ratings are reflective of a fixed-fee, long-term contracted business. The ratings consider that counterparty credit risk has been somewhat mitigated by the company's operating policies, yet they remain an ongoing concern. Finally, the company's size constrains its credit profile at the 'BB' level. The terminals purchased in California represent a sound acquisition, yet integrating this large acquisition will test TLP's execution skills. KEY RATING DRIVERS Contracts Provide A Revenue Floor: In fiscal year 2016 (FY16), approximately 70% of revenues resulted from contract terms where payment would have been made whether or not the customers had used the related throughput and storage services. TLP has a strategy to "generate stable cash flows through the use of long-term contracts." The two largest geographic segments at TLP, by both storage capacity and net margins, both have over 95% of storage capacity under contract. Over 60% of TLP's contracts (by revenues through Sept. 30, 2017 pro forma for the West Coast Facilities recently acquired) are from contracts with three or more years of term remaining. Supply-Source and End-User Fundamentals Mitigate Re-contracting Risk: The U.S. Gulf Coast refinery complex is an important product source for TransMontaigne. This refinery complex has no superior large competitor-region anywhere in the world. End-users of the refined products that migrate through TLP's systems exhibit very low price-elasticity of demand. The competitive strength of the Gulf Coast refineries, and the durability of end-user demand combine to mitigate the risk that contracts due to expire (in the short- and medium-term) might be replaced by lower-priced contracts. Fitch views positively the following statistic about the "evergreen" one-year contracts that by definition come due within 365 days: from inception to the weighted average "life" (by revenue) is 6.9 years. Fitch also notes that for the last few years, the re-pricing of expiring contracts has been a net positive factor for EBITDA. Large California Acquisition: Relative to the Rating Driver about the Gulf Coast refineries, it is the case that the large West Coast Facilities acquisition dilutes some of the importance of the U.S. Gulf Coast refineries to TLP. Fitch believes that TLP obtains strong protection from a variety of barriers to entry at all parts of the refinery-to-California end-user value chain. Other challenges are posed by this acquisition. First, all large acquisitions that go into new regions carry a degree of simple execution risk when attempting to extract value from something that has been sold by an entity that had planned its exit. Second, TLP has not heretofore done business in California, and state and local regulation may prove challenging. Lastly, TLP is taking on assets that are 81% contracted, whereas most of TLP's segments have 95%-100% contract-cover. The former owner of the West Coast Facilities, Plains All American, has, in Fitch's view, certain skill sets that capitalize on a mixed contracted/uncontracted "hard asset base." TLP may find it difficult to replicate the aggregate profitability that Plains All American obtained. Counterparty Credit Risk May Evolve: TLP has a good track record avoiding losses due to counterparty financial distress. Positively, TLP is able to place a lien on its customers' inventory that resides in TLP's storage tanks. As to contract "cliffs," the company has a well-diversified portfolio of contracts with respect to inception date. As mentioned above, recent results of re-pricing expiring contracts has been a boost to EBITDA. It is possible that the evolution of the portfolio may exhibit some large contract expiries. Additionally, large customers such as NGL Energy Partners (IDR B/Negative) and Castleton Commodities International LLC (NR) are transaction-intensive firms, and such firms sometimes incur large trading losses which lead to financial distress. DERIVATION SUMMARY TLP's IDR of 'BB' is driven in large part by its size. ITT Holdings LLC (ITT) is the closest comparable entity in the Fitch coverage universe. ITT (IDR BBB-/Stable) is approximately three times the size of TLP (on EBITDA). Leverage is another factor. Fitch expects TLP 2018 adjusted leverage to be in the mid four times area, and Fitch expects ITT to be in 4.0x area. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- "Non-evergreen" contracts that at the current time are short- term contracts are assumed renewed at lower rates. This assumption represents a "haircut" that builds in each year of the forecast. -- Butane blending and measurement gains are reduced. -- Growth capital expenditures and related EBITDA are forecasted for projects that have the underlying customer contract executed, and other key milestones. Fitch acknowledges that TLP has a good track record developing projects and, further, the partnership is working on developing certain projects that have solid rationales and are moving towards customer contract-execution. -- The partnership finances the aggregate sum of acquisitions (including the West Coast Facilities) and growth capital expenditures in a balanced manner. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A geographic expansion, by a series of acquisitions, in the terminaling business that amounted to a level where TLP was posting $300 million-$350 million of EBITDA per annum. -- Adjusted leverage below 4.0x for a sustained period of time and the company was growing at the percentage rate that it has in the recent past. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A significant reduction in the percent of revenues that are from take-or-pay contract terms, or the adoption of a strategy to sign new contracts that are two years or less. Given the breakdown of total debt into a credit facility committed amount of $850 million and the senior unsecured notes, and given the impact of recovery ratings on the senior unsecured rating, negative actions may trigger multi-notch downgrades in the senior unsecured rating. -- Adjusted leverage above 4.75x for a sustained period of time. As mentioned above, multi-notch downgrades are possible. LIQUIDITY Liquidity is adequate. At Sept. 30, 2017, the partnership only had one class of financial debt, a secured credit facility. The borrower for the credit facility is a TLP subsidiary, TransMontaigne Operating Company, L.P. (TransMontaigne Operating Company, L.P. is one of the guarantors (on an unsecured basis) of the proposed offering of senior unsecured notes.) The committed amount at Sept. 30, 2017 was $600 million, and there were extensions of credit against this line of approximately $302.4 million. TLP upsized this credit line in December 2017, to $850 million. Also in that month, the facility was used for the purchase of the West Coast Facilities. With the issuance of the senior notes and the repayment of the credit facility, the partnership has ample liquidity. The maturity of the credit facility is March 2022. The partnership was in compliance with all financial covenants at Sept. 30, 2017. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: TransMontaigne Partners L.P. -- Long-term IDR 'BB'; -- Senior unsecured notes 'BB'/'RR4'. The Ratings Outlook is Stable. TRANSMONTAIGNE PARTNERS: S&P Assigns 'BB' ICR, Outlook Stable ------------------------------------------------------------- TransMontaigne Partners L.P. is issuing $300 million of senior unsecured notes to repay its revolving credit facility following the acquisition of the Martinez and Richmond Terminals from Plains All American Pipeline (Plains). S&P Global Ratings said it assigned its 'BB' issuer credit rating to TransMontaigne Partners L.P. (TLP). The outlook is stable. S&P said, "At the same time, we assigned our 'BB-' issue-level rating and '5' recovery rating to the company's proposed $300 million senior unsecured notes due 2026. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 20%) recovery in the event of a default." TLP is a refined products terminaling and transportation company that receives, stores, blends, treats, and distributes foreign and domestic cargoes to and from oil refineries, wholesalers, retailers, and other end users around the U.S. S&P said, "The stable outlook reflects our view that the company will experience low cash flow volatility and maintain adjusted debt to EBITDA of about 4.5x over the medium term. We also expect that the company will continue to renew its terminaling contracts with creditworthy counterparties. "We could consider a negative rating action if adjusted debt to EBITDA were sustained above 5x. This could be caused by a reduction in the company's uncontracted volumes, unforeseen operational problems at the terminals, or counterparty nonpayment. Any aggressive acquisition plans that increase the company's leverage could also lead us to lower our rating. "While unlikely at this time, we could raise the ratings if the company significantly outperformed our expectations or made an acquisition that expanded the size and scope of the company without increasing leverage. In order to upgrade the company, we would also look for the partnership to demonstrate less aggressive financial policy decision making." TRI OMEGA REALTY: Taps Bankruptcy Law Center as Legal Counsel ------------------------------------------------------------- Tri Omega Realty, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of New York to hire Theodore Araujo and his firm Bankruptcy Law Center-Bodow Law Firm PLLC as its legal counsel. The firm will assist the Debtor in the preparation of its plan of reorganization and will provide other legal services related to its Chapter 11 case. Mr. Araujo will charge an hourly fee of $285 for his services. The firm's associates and paralegals will charge $150 per hour and $100 per hour, respectively. Prior to the petition date, the Debtor paid the firm $11,000, of which $1,717 was used to pay the filing fee. Mr. Araujo disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Theodore Lyons Araujo, Esq. 6739 Myers Road East Syracuse, NY 13057 Bankruptcy Law Center Bodow Law Firm PLLC Phone: (315) 422-1234 E-mail: Ted.araujo@bodowlaw.com About Tri Omega Realty Tri Omega Realty, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 18-30054) on Jan. 18, 2018. In the petition signed by Robert and Karen Weaver, directors and shareholders, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Margaret M. Cangilos-Ruiz presides over the case. Bodow Law Firm PLLC is the Debtor's counsel. US STEEL: Moody's Hikes CFR to B1; Outlook Stable ------------------------------------------------- Moody's Investors Service upgraded U.S. Steel's Corporate Family Rating (CFR) and Probability of Default rating to B1 and B1-PD from B3 and B3-PD respectively. At the same time, Moody's upgraded the company's senior secured rating to Ba2 from B1, and the senior unsecured ratings, including the IRB's ratings to B2 from Caa1. The senior unsecured rating on the company's shelf registration was upgraded to (P)B2 from (P)Caa1. The Speculative Grade Liquidity rating was upgraded to SGL-1 from SGL-2. The outlook is stable. Issuer: Allegheny County Industrial Dev. Auth., PA -- Senior Unsecured Revenue Bonds, Upgraded to B2(LGD5) from Caa1(LGD5) Issuer: Bucks County Industrial Development Auth., PA -- Senior Unsecured Revenue Bonds, Upgraded to B2(LGD5) from Caa1(LGD5) Issuer: Indiana Finance Authority -- Senior Unsecured Revenue Bonds, Upgraded to B2(LGD5) from Caa1(LGD5) Issuer: Lorain County Port Authority, OH -- Senior Unsecured Revenue Bonds, Upgraded to B2(LGD5) from Caa1(LGD5) Issuer: Ohio Water Development Authority -- Senior Unsecured Revenue Bonds, Upgraded to B2(LGD5) from Caa1(LGD5) Issuer: Southwestern Illinois Development Authority -- Senior Unsecured Revenue Bonds, Upgraded to B2(LGD5) from Caa1(LGD5) Issuer: United States Steel Corporation -- Corporate Family Rating, Upgraded to B1 from B3 -- Probability of Default Rating, Upgraded to B1-PD from B3-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 -- Multiple Seniority Shelf, Upgraded to (P)B2 from (P)Caa1 -- Senior Secured Regular Bond/Debenture, Upgraded to Ba2(LGD2) from B1(LGD2) -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2(LGD5) from Caa1(LGD5) Outlook Actions: Issuer: United States Steel Corporation -- Outlook, Changed To Stable From Positive RATINGS RATIONALE The upgrade to B1 CFR reflects U. S. Steel's continued improving earnings performance over the last three quarters, strengthened debt protection measures and reduced leverage. Based upon the fourth quarter earnings release, pro forma leverage as measured by the debt/EBITDA ratio (including Moody's standard adjustments) improved to 3.5x at December 31, 2017 from 7.5x the prior year. "The company's continued focus on debt reduction in combination with a material improvement in EBITDA contributed to the overall improvement in leverage" said Carol Cowan, Senior Vice President. The company evidenced significant improvement in its earnings and cash flow generation in 2017, in particular in the flat rolled segment on higher steel prices and improved utilization levels despite cost creep while the tubular segment also showed good improvement from the high level of losses incurred in 2016 and was roughly EBIT breakeven in the fourth quarter of 2017. U. S. Steel Europe continued to provide a strong contribution on improved fundamentals in the European steel markets although costs there have also experienced an upward bias. In addition, U. S. Steel continued its liability management initiatives in 2017 that reduced its debt levels by $330 million, including $200 million repaid on its secured notes. Improved productivity and efficiency gains also contributed to earnings growth despite higher raw material costs and increased maintenance & outage costs due to its asset revitalization program. Reflective of these actions, leverage ratio, as measured by adjusted debt/EBITDA is expected to remain below 4.0x and debt protection metrics above 2.0x over next 12-18 months, an appropriate level for the B1 rating. Operating performance benefited from higher steel prices across all businesses, in particular the flat rolled segment that generated $380 million in earnings, versus a segment loss of $3 million in 2016, despite lower shipments during the year. Shipments across all other segments increased in 2017. The Tubular segment, although it showed a good turn-around in 2017 as growing drilling rig counts and improved prices helped reduce segment losses to $99 million in 2017 compared to a loss of $304 million in 2016 remains a challenged segment. The company's rating favorably views its position as a leading North American flat-rolled steel producer whose footprint is further enhanced by its diversification in Central Europe. The rating also benefits from the company's good liquidity profile and long dated maturity profile with no material maturity until 2021. The stable outlook reflects Moody's view that fundamentals for the US steel industry will remain favorable in 2018 with continued improvement in commercial construction, the OCTG markets, the industrial and machinery markets and continued strength in the automotive market, although this has peaked from the highs seen in recent years. While prices are likely to continue to experience volatility, the degree is not anticipated to mirror that seen in years prior to 2017. Although cost creep is also anticipated, the outlook incorporates Moody's expectation that U. S. Steel will be able to maintain earnings and credit metrics commensurate with its B1 rating in 2018 and a good cash flow generation that will continue to support its asset revitalization program and increasing investment in the Tubular and European businesses. There remain a number of event drivers, such as the Section 232 review and other trade cases pending that will impact the US steel industry and U. S. Steel's performance. U. S. Steel's ratings could be upgraded should the company demonstrate the ability to sustain its leverage, as measured by the debt/EBITDA ratio at no more than 3.75x and EBIT/interest at more than 3x while continuing to maintain a solid liquidity position and successfully executing on the asset revitalization program. The ratings could be downgraded if EBIT/interest is sustained below 1.5x and leverage returns to 4.5x. or greater. Ratings could also be downgraded should liquidity contract meaningfully or if market conditions reverse or deteriorate from current more favorable conditions. The SGL-1 speculative grade liquidity rating reflects the company's solid cash position of $1.5 billion at December 31, 2017 and availability under its $1.5 billion asset based revolving credit facility. Moody's believe that availability at December 31, 2017 was near the facility size as the level of receivables and inventory as calculated under the borrowing base provided improved collateral levels. The facility requires the company to maintain a 1:1 fixed charge coverage ratio should availability be less than $150 million and the company is expected to remain in compliance. The facility matures in July 2020 but can be accelerated 91 days prior to the maturity of any senior debt outstanding if certain liquidity conditions are not met. U. S. Steel also has a Euro 200 million unsecured credit facility (no borrowings) at its USSK subsidiary in Europe, which expires in July 2021 and other smaller facilities at USSK. The Ba2 rating on the senior secured notes under Moody's Loss Given Default Methodology reflects their stronger position in the capital structure relative to the senior unsecured notes. The B2 rating on the senior unsecured notes reflects their effective subordination to the secured ABL and senior secured notes as well as priority payables. Headquartered in Pittsburgh, Pennsylvania, United States Steel Corporation is the second largest flat-rolled steel producer in North America in terms of production capacity. The company manufactures and sells a wide variety of steel sheet, tubular, and tin products across a broad array of industries, including service centers, transportation, appliance, construction, containers, and oil, gas and petrochemicals. Through its major production operations in North America and Central Europe, U. S. Steel has a combined annual raw steel capacity of approximately 22 million tons (US -17 million, Europe -- 5 million). Revenues for the twelve months ended December 31, 2017 were $12.2 billion. The principal methodology used in these ratings was Steel Industry published in September 2017. VINCE'S BLACK: Taps L. Sarathy, D. Herzog as Attorneys ------------------------------------------------------ Vince's Black Tie, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire attorneys in connection with its Chapter 11 case. The Debtor proposes to employ Laxmi Sarathy, Esq., as lead counsel, and David Herzog, Esq., of Herzog & Schwartz, P.C. as her co-counsel. The attorneys will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the disposition of its assets by sale or otherwise; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Ms. Sarathy will charge an hourly fee of $275 for her services. Paralegals will charge $60 per hour. Both attorneys do not hold any interest adverse to the Debtor's estate, according to court filings. Ms. Sarathy maintains an office at: Laxmi P. Sarathy, Esq. 3525 W. Peterson, Suite 208 Chicago, IL 60659 Tel: 312-720-8464 Fax: 312-873-4774 E-mail: lsarathylaw@gmail.com Mr. Herzog maintains an office at: David R. Herzog, Esq. Herzog & Schwartz, P.C. 77 W. Washington Street, Suite 1400 Chicago, IL 60602 Phone: 312-977-1600 Fax: 312-977-9936 E-mail: drhlaw@mindspring.com About Vince's Black Tie Based in Downers Grove, Illinois, Vince's Black Tie, Inc., operates an upscale tuxedo rental and sales establishment. Operating for over 10 years, Vince's claims to be a premier supplier of tuxedo and suit rental and sales for men's apparel wear throughout the Chicago metropolitan area. Vince's Black Tie filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-36681) on Dec. 11, 2017. In its petition, signed by its president, Vincent P. Genova, the Debtor estimated assets of below $50,000 and liabilities at $500,000 to $1 million. The Debtor tapped Laxmi Sarathy, Esq., as lead counsel, and David Herzog, Esq., of Herzog & Schwartz, P.C. as her co-counsel. WALL STREET THEATER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Wall Street Theater Company, Inc. 18-50132 71 Wall Street Norwalk, CT 06850 Wall Street Master Landlord, LLC 18-50133 71 Wall Street Norwalk, CT 06850 Wall Street Managing Member, LLC 18-50134 71 Wall Street Norwalk, CT 06850 Business Description: The Wall Street Theater, listed in the National Register of Historic Places, has re-emerged as a 501c3 non-profit organization, whose mission is to provide diverse programming and promote arts education, thereby enriching the cultural life of the greater Norwalk community. The Wall Street Theater adopts its moniker from its location and its mission from its history, combining live shows, interactive entertainment, cinema, digital production, art space and a community arena in which to play. https://www.wallstreettheater.com/ Chapter 11 Petition Date: February 4, 2018 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Hon. Julie A. Manning Debtors' Counsel: Lauren McNair, Esq. GREEN & SKLARZ LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: 203-285-8545 Fax: 203-306-3391 E-mail: lmcnair@gs-lawfirm.com - and - Jeffrey M. Sklarz, Esq. GREEN & SKLARZ LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: 203-285-8545 Fax: 203-823-4546 E-mail: jsklarz@gs-lawfirm.com Assets and Liabilities: Estimated Estimated Assets Liabilities --------- ----------- WS Theater Company $1 mil.-$10 million $10 mil.-$50 million WS Master Landlord $1 mil.-$10 million $10 mil.-$50 million WS Managing Member $0-$50,000 $10 mil.-$50 million Suzanne Cahill, president of Wall Street Theater, signed the petitions. A copy of Wall Street Theater Company's petition, along with a list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ctb18-50132.pdf A copy of Wall Street Master Landlord's petition, along with a list of two unsecured creditors, is available for free at: http://bankrupt.com/misc/ctb18-50133.pdf A copy of Wall Street Managing Member's petition, along with a list of two unsecured creditors, is available for free at: http://bankrupt.com/misc/ctb18-50134.pdf WALTER INVESTMENT: CEO to Step Down Following Ch.11 Plan Approval ----------------------------------------------------------------- Walter Investment Management Corp. ("Walter" or the "Company") on Feb. 2, 2018, disclosed that Anthony N. Renzi, the Company's Chief Executive Officer and President, will be leaving the Company. To ensure a smooth transition, Mr. Renzi intends to stay with the Company and continue to serve as Chief Executive Officer and President until a permanent or interim successor is named. The Company expects to retain an executive search firm to identify and evaluate internal and external candidates to succeed Mr. Renzi. George M. Awad, Chairman of Walter's Board of Directors, said, "Under Tony's leadership, Walter has transformed into a more focused and efficient Company that is well positioned to build on the strengths of its core business to drive future growth and success. With the upcoming completion of our court-supervised financial restructuring efforts, we believe that this is the right time to transition leadership and prepare for Walter's next chapter. We are focused on identifying a strong leader who shares our commitment to creating value by continuously enhancing the customer experience. We thank Tony and appreciate his continued support as the Board conducts a thoughtful and comprehensive search for Walter's next CEO." Mr. Renzi said, "I am proud of all that we have accomplished to transform Walter by focusing on our core business, reducing costs and undertaking a financial restructuring process that will enable the Company to focus its resources on strengthening the areas that are critical to its success. I am confident that our next CEO and the rest of the Company's outstanding employees will continue to build on the important progress we have made and will advance our mission of caring for our customers throughout the homeownership journey. I look forward to continuing to work with my colleagues to ensure a seamless transition." As previously announced on January 17, 2018, the United States Bankruptcy Court for the Southern District of New York (the "Court") recently approved the Company's prepackaged financial restructuring plan (the "Prepackaged Plan"). The Company is continuing to work towards satisfying all conditions precedent to the Prepackaged Plan and currently expects that such conditions will be satisfied and to emerge from Chapter 11 in the near-term. 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 the 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 the 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 WASHINGTON MCLAUGHLIN: Plan Filing Deadline Extended By 90 Days --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has extended, at the behest of Washington McLaughlin Christian School, the exclusive period during which only the Debtor can file a Chapter 11 plan by 90 days from Jan. 2, 2018. The Court also extended the Debtor's exclusive period to obtain acceptance of the plan by 120 days from Jan. 2, 2018. As reported by the Troubled Company Reporter on Oct. 27, 2017, the Court previously extended the exclusive periods within which only the Debtors may file a Plan of Reorganization until Jan. 2, and within which only the Debtor can obtain acceptance of the plan until April 2. A copy of the court order is available at: http://bankrupt.com/misc/mdb17-17821-52.pdf About Washington McLaughlin Christian School Washington McLaughlin Christian School filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 17-17821) on June 6, 2017, listing less than $1 million in both assets and liabilities. The Hon. Wendelin I. Lipp presides over the case. The Debtor is represented by Michael P. Coyle, Esq., at The Coyle Law Group. WEATHERFORD INTERNATIONAL: Changes Organizational Structure ----------------------------------------------------------- At the end of the third quarter of 2017, Weatherford International plc announced a change in organizational structure, which was implemented in the fourth quarter as part of its transformation to flatten the organization structure, reduce costs and accelerate decision-making processes. As a result, beginning with the press release announcing the Company's fourth quarter of 2017 results and its Annual Report on Form 10-K for the year ended Dec. 31, 2017, the Company will report its financial performance based on two reportable segments, the Western Hemisphere and Eastern Hemisphere, and analyze segment operating income as the measure of segment profitability. Research and development expenses are included in the Western and Eastern Hemisphere segment operating income. The Western Hemisphere segment represents the prior North America and Latin America segments as well as land drilling rigs operations in Colombia and Mexico. The Eastern Hemisphere segment represents the prior MENA/Asia Pacific segment and Europe/SSA/Russia segments as well as land drilling rigs operations in the Eastern Hemisphere. The Company has revised its segment reporting to reflect the current management approach and recast prior periods to conform to the current segment presentation. Corporate and other expenses that do not individually meet the criteria for segment reporting continue to be reported separately as Corporate expenses. For more details about the new segment structure and recasted quarterly segment financial results, check the Company's Segments Presentation at https://is.gd/IvRliR About Weatherford Weatherford International plc (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company. Weatherford provides equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. The Company operates in over 90 countries and has a network of approximately 860 locations, including manufacturing, service, research and development, and training facilities and employs approximately 29,500 people. Weatherford reported a net loss attributable to the Company of $3.39 billion on $5.74 billion of total revenues in 2016, compared to a net loss attributable to the Company of $1.98 billion on $9.43 billion of total revenues in 2015. As of Sept. 30, 2017, Weatherford International had $12.01 billion in total assets, $10.62 billion in total liabilities and $1.38 billion in total shareholders' equity. * * * As reported by the TCR on Nov. 20, 2017, Fitch Ratings affirmed Weatherford and its subsidiaries' Long-Term Issuer Default Ratings (IDR) and senior unsecured ratings at 'CCC'. WFT's 'CCC' rating reflects exposure to the oilfield services sector and a stressed balance sheet. Fitch expects an extended down-cycle and delayed recovery from Fitch initial sector recovery expectations due to low to range-bound oil and gas prices. [*] Ankura Trust to Provide Successor Indenture Trustees -------------------------------------------------------- Ankura on Jan. 30, 2017, announced the formation of Ankura Trust Company LLC, a newly formed New Hampshire-chartered non-depository trust company that will specialize in providing successor indenture trustee and loan agency services in distressed and default situations. Ankura Trust seeks to fulfill the needs of investors who desire a trustee or agent that is responsive, understands how investors think, and is willing to be proactive in representing their interests. The company will be led by David Sawyer, Chief Executive Officer, with recognized industry leader James McGinley in the position of Chief Operating Officer. Mr. Sawyer stated, "We are committed to creating value for clients by applying a principal's mind-set to proactively help devise and execute their strategies. As a former principal investor, I understand the frustration created by the often passive and noncommercial approaches taken by some indenture trustees and, more importantly, the erosion of value that can be caused as a result. Our plan is to be a different kind of trust company -- one that uniquely combines a client-centric approach of understanding our clients' objectives with the skill sets and experience to successfully achieve them." Kevin Lavin, Ankura Co-President, stated, "With the formation of Ankura Trust, Ankura moves beyond consulting and continues to expand our relevance to our clients. David, Jim, and the team bring a fresh perspective to the indenture trustee and loan agency marketplace, which will allow Ankura Trust to create value and optionality for investors in restructurings." With Mr. Sawyer and Mr. McGinley, the Ankura Trust team bring decades of global financial market and restructuring experience to this offering. Over their careers they have collectively held roles as principal investors, lenders, and trust professionals, and have been involved in many of the most complex and high-profile bankruptcies and out-of-court restructurings in recent history. Further, the Ankura Trust team bring to their clients a diverse spectrum of perspectives given their wide range of experience in restructurings, including roles as bondholders; lenders; distressed investors; providers of rescue, DIP and exit financings; indenture trustee; UCC participant and chair; loan administrative agent; escrow agent; and collateral agent. Mr. McGinley added, "We are committed to providing clients with a fresh approach as we set a new paradigm to traditional trust services. We know this business and we know how to drive value for investors." Mr. Sawyer joined Ankura in January 2017 after more than seven years at Barclays, where he was the global head of the Portfolio, Counterparty Credit and Workout Group. There, he managed more than 150 people and $6 billion of distressed principal positions, including post-restructured equity. Mr. Sawyer has more than 25 years of experience in global financial markets, including roles in the distressed debt and restructuring arena as an investor and senior lender at a market leading hedge fund, in addition to his role as the global head of the workout and restructuring group at Barclays. Mr. McGinley brings decades of experience in relationship management, corporate trusts, liquidating trusts, and restructurings, where he has significant experience working with bondholders in distressed situations and Chapter 11 cases. Mr. McGinley has also developed several business lines for global financial institutions and served on many of the most significant unsecured creditors' committees in recent history. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 94.0 (54.4) (32.8) ABSOLUTE SOFTWRE OU1 GR 94.0 (54.4) (32.8) ABSOLUTE SOFTWRE ABT CN 94.0 (54.4) (32.8) ABSOLUTE SOFTWRE ABT2EUR EU 94.0 (54.4) (32.8) AGENUS INC AGEN US 149.3 (51.6) 29.9 AGENUS INC AGENUSD EU 149.3 (51.6) 29.9 ALTAIR ENGINEE-A ALTR US 301.5 (60.2) (92.4) ALTAIR ENGINEE-A ALTREUR EU 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 QT 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GR 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 TH 301.5 (60.2) (92.4) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMPIO PHARMACEUT AMPE US 9.4 (0.2) (0.0) AMYRIS INC AMRS US 138.6 (190.4) (5.7) AMYRIS INC 3A01 TH 138.6 (190.4) (5.7) AMYRIS INC 3A01 GR 138.6 (190.4) (5.7) AMYRIS INC 3A01 QT 138.6 (190.4) (5.7) AMYRIS INC AMRSEUR EU 138.6 (190.4) (5.7) AMYRIS INC AMRSUSD EU 138.6 (190.4) (5.7) APOLLO MEDICAL H AMEH US 41.2 (7.3) (7.0) ARSANIS INC ASNS US 7.6 (16.7) (6.3) ASPEN TECHNOLOGY AZPN US 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST GR 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST TH 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AZPNEUR EU 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST QT 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AZPNUSD EU 195.8 (274.5) (341.7) ATLATSA RESOURCE ATL SJ 193.5 (142.5) (46.4) AUTOZONE INC AZO US 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 TH 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 GR 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOEUR EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 QT 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOUSD EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC 0HJL LN 9,397.1 (1,525.1) (350.4) AVAYA HOLDINGS C AVYA US 5,898.0 (5,013.0) (96.0) AVEO PHARMACEUTI AVEOUSD EU 41.7 (44.6) 23.7 AVEO PHARMACEUTI 0HJQ LN 41.7 (44.6) 23.7 AVID TECHNOLOGY AVID US 225.3 (270.4) (78.0) AVID TECHNOLOGY AVD GR 225.3 (270.4) 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(1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA TH 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI US 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MOT TE 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA QT 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1EUR EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1USD EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO 0K3H LN 8,208.0 (1,727.0) 1,019.0 MSG NETWORKS- A MSGN US 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 GR 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 TH 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 QT 851.8 (743.2) 229.6 MSG NETWORKS- A MSGNEUR EU 851.8 (743.2) 229.6 NATHANS FAMOUS NATH US 92.9 (85.0) 51.8 NATHANS FAMOUS NFA GR 92.9 (85.0) 51.8 NATIONAL CINEMED XWM GR 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMI US 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMIEUR EU 1,153.4 (61.9) 70.0 NAVISTAR INTL IHR GR 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAV US 6,135.0 (4,574.0) 515.0 NAVISTAR INTL IHR TH 6,135.0 (4,574.0) 515.0 NAVISTAR INTL IHR QT 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAVEUR EU 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAVUSD EU 6,135.0 (4,574.0) 515.0 NEBULA ACQUISITI NEBUU US 0.0 (0.0) (0.0) NEW ENG RLTY-LP NEN US 237.8 (32.4) - NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) NYMOX PHARMACEUT NYMXUSD EU 1.3 (0.7) (0.7) PAPA JOHN'S INTL PZZA US 550.9 (39.4) 29.5 PAPA JOHN'S INTL PP1 GR 550.9 (39.4) 29.5 PAPA JOHN'S INTL PZZAEUR EU 550.9 (39.4) 29.5 PHILIP MORRIS IN PM1EUR EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI SW 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1 TE 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 TH 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1CHF EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 GR 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM US 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM FP 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1 EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI1 IX 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI EB 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 QT 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM LN 41,951.0 (9,633.0) 2,345.0 PINNACLE ENTERTA PNK US 3,926.3 (343.8) (90.2) PINNACLE ENTERTA 65P GR 3,926.3 (343.8) (90.2) PLANET FITNESS-A PLNT US 1,366.0 (139.6) 49.0 PLANET FITNESS-A 3PL TH 1,366.0 (139.6) 49.0 PLANET FITNESS-A 3PL GR 1,366.0 (139.6) 49.0 PLANET FITNESS-A 3PL QT 1,366.0 (139.6) 49.0 PLANET FITNESS-A PLNT1EUR EU 1,366.0 (139.6) 49.0 PLANET FITNESS-A PLNT1USD EU 1,366.0 (139.6) 49.0 PLANET FITNESS-A 0KJD LN 1,366.0 (139.6) 49.0 PLAYAGS INC AGS US 639.8 (19.5) 30.6 PROS HOLDINGS IN PH2 GR 292.6 (35.4) 105.8 PROS HOLDINGS IN PRO US 292.6 (35.4) 105.8 QUANTUM CORP QNT2 GR 211.2 (124.3) (48.3) QUANTUM CORP QNT1 TH 211.2 (124.3) (48.3) QUANTUM CORP QTM US 211.2 (124.3) (48.3) QUANTUM CORP QTM1EUR EU 211.2 (124.3) (48.3) QUANTUM CORP QNT1 QT 211.2 (124.3) (48.3) QUANTUM CORP QTM1USD EU 211.2 (124.3) (48.3) REATA PHARMACE-A RETA US 160.4 (132.4) 108.2 REATA PHARMACE-A 2R3 GR 160.4 (132.4) 108.2 REATA PHARMACE-A RETAEUR EU 160.4 (132.4) 108.2 REGAL ENTERTAI-A RGC US 2,672.2 (855.2) (59.1) REGAL ENTERTAI-A RETA GR 2,672.2 (855.2) (59.1) REGAL ENTERTAI-A RGCEUR EU 2,672.2 (855.2) (59.1) REMARK HOLD INC 3SWN GR 109.7 (9.4) (58.2) REMARK HOLD INC MARK US 109.7 (9.4) (58.2) REMARK HOLD INC MARKEUR EU 109.7 (9.4) (58.2) REMARK HOLD INC MARKUSD EU 109.7 (9.4) (58.2) RESOLUTE ENERGY R21 GR 792.3 (73.8) (109.3) RESOLUTE ENERGY REN US 792.3 (73.8) (109.3) RESOLUTE ENERGY RENEUR EU 792.3 (73.8) (109.3) RESTORATION ROBO HAIR US 16.0 (14.0) (7.5) REVLON INC-A REV US 3,167.8 (701.9) 241.5 REVLON INC-A RVL1 GR 3,167.8 (701.9) 241.5 REVLON INC-A RVL1 TH 3,167.8 (701.9) 241.5 REVLON INC-A REVEUR EU 3,167.8 (701.9) 241.5 RH RH US 1,801.6 (25.3) 219.2 RH RS1 GR 1,801.6 (25.3) 219.2 RH RH* MM 1,801.6 (25.3) 219.2 RH RHEUR EU 1,801.6 (25.3) 219.2 RH 0KTF LN 1,801.6 (25.3) 219.2 ROKU INC ROKU US 225.5 (42.8) 52.0 ROKU INC R35 GR 225.5 (42.8) 52.0 ROKU INC R35 QT 225.5 (42.8) 52.0 ROKU INC ROKUEUR EU 225.5 (42.8) 52.0 ROKU INC R35 TH 225.5 (42.8) 52.0 ROKU INC ROKUUSD EU 225.5 (42.8) 52.0 ROKU INC 0KXI LN 225.5 (42.8) 52.0 ROSETTA STONE IN RST US 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 GR 196.8 (1.4) (58.1) ROSETTA STONE IN RST1EUR EU 196.8 (1.4) (58.1) RR DONNELLEY & S DLLN GR 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRD US 3,956.7 (163.0) 740.3 RR DONNELLEY & S DLLN TH 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRDEUR EU 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRDUSD EU 3,956.7 (163.0) 740.3 RYERSON HOLDING RYI US 1,817.3 (14.4) 731.7 RYERSON HOLDING 7RY TH 1,817.3 (14.4) 731.7 RYERSON HOLDING 7RY GR 1,817.3 (14.4) 731.7 SALLY BEAUTY HOL SBH US 2,123.1 (363.6) 595.9 SALLY BEAUTY HOL S7V GR 2,123.1 (363.6) 595.9 SANCHEZ ENERGY C SN US 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C SN* MM 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S GR 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S TH 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S QT 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C SNEUR EU 2,240.1 (90.4) (43.2) SBA COMM CORP 4SB GR 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBAC US 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBJ TH 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBACEUR EU 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBACUSD EU 7,300.5 (2,257.8) (698.6) SBA COMM CORP 0KYZ LN 7,300.5 (2,257.8) (698.6) SCIENTIFIC GAMES SGMS US 7,062.4 (1,976.5) 554.8 SIGA TECH INC SIGA US 148.7 (312.8) 27.9 SIRIUS XM HOLDIN SIRI US 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO TH 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GR 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO QT 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIEUR EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRI AV 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIUSD EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN 0L6Z LN 8,329.4 (1,523.9) (2,350.6) SIX FLAGS ENTERT SIX US 2,528.3 (67.7) (70.3) SIX FLAGS ENTERT 6FE GR 2,528.3 (67.7) (70.3) SIX FLAGS ENTERT SIXEUR EU 2,528.3 (67.7) (70.3) SIX FLAGS ENTERT SIXUSD EU 2,528.3 (67.7) (70.3) SOLARWINDOW TECH WNDW US 3.0 (0.9) 2.6 SOLARWINDOW TECH 2N0N GR 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDWUSD EU 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDW LN 3.0 (0.9) 2.6 SONIC CORP SONC US 552.9 (237.3) 38.7 SONIC CORP SO4 GR 552.9 (237.3) 38.7 SONIC CORP SONCEUR EU 552.9 (237.3) 38.7 SONIC CORP SO4 TH 552.9 (237.3) 38.7 STRAIGHT PATH-B STRP US 10.1 (20.3) (13.5) STRAIGHT PATH-B 5I0 GR 10.1 (20.3) (13.5) SYNTEL INC SYNT US 461.0 (63.6) 142.3 SYNTEL INC SYE GR 461.0 (63.6) 142.3 SYNTEL INC SYE TH 461.0 (63.6) 142.3 SYNTEL INC SYE QT 461.0 (63.6) 142.3 SYNTEL INC SYNT1EUR EU 461.0 (63.6) 142.3 SYNTEL INC SYNT* MM 461.0 (63.6) 142.3 SYNTEL INC SYNT1USD EU 461.0 (63.6) 142.3 TAILORED BRANDS TLRD US 2,111.3 (15.0) 735.6 TAILORED BRANDS WRMA GR 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRD* MM 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRDEUR EU 2,111.3 (15.0) 735.6 TAUBMAN CENTERS TU8 GR 4,108.0 (148.8) - TAUBMAN CENTERS TCO US 4,108.0 (148.8) - TAUBMAN CENTERS 0LDD LN 4,108.0 (148.8) - TINTRI INC TNTR US 100.9 (68.4) 3.5 TINTRI INC 0LFL LN 100.9 (68.4) 3.5 TOWN SPORTS INTE CLUB US 230.9 (99.7) (4.1) TRANSDIGM GROUP T7D GR 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP TDG US 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP T7D QT 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP TDGEUR EU 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP T7D TH 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP 0REK LN 9,975.7 (2,951.2) 1,262.6 TUPPERWARE BRAND TUP US 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP GR 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP QT 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP TH 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP1EUR EU 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP1USD EU 1,298.1 (116.5) 35.1 ULTRA PETROLEUM UPL US 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPL1EUR EU 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 GR 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 TH 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 QT 1,862.1 (1,257.8) (157.3) UNISYS CORP UIS EU 2,296.9 (1,649.9) 340.6 UNISYS CORP UISCHF EU 2,296.9 (1,649.9) 340.6 UNISYS CORP UISEUR EU 2,296.9 (1,649.9) 340.6 UNISYS CORP UIS US 2,296.9 (1,649.9) 340.6 UNISYS CORP UIS1 SW 2,296.9 (1,649.9) 340.6 UNISYS CORP USY1 TH 2,296.9 (1,649.9) 340.6 UNISYS CORP USY1 GR 2,296.9 (1,649.9) 340.6 UNISYS CORP USY1 QT 2,296.9 (1,649.9) 340.6 UNITI GROUP INC UNIT US 4,292.2 (1,052.9) - UNITI GROUP INC 8XC GR 4,292.2 (1,052.9) - UNITI GROUP INC 0LJB LN 4,292.2 (1,052.9) - VALVOLINE INC VVV US 1,915.0 (117.0) 312.0 VALVOLINE INC 0V4 GR 1,915.0 (117.0) 312.0 VALVOLINE INC 0V4 TH 1,915.0 (117.0) 312.0 VALVOLINE INC VVVEUR EU 1,915.0 (117.0) 312.0 VALVOLINE INC 0V4 QT 1,915.0 (117.0) 312.0 VECTOR GROUP LTD VGR GR 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGR US 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGR QT 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGREUR EU 1,409.9 (318.2) 431.7 VERISIGN INC VRS TH 2,908.4 (1,229.9) 870.5 VERISIGN INC VRS GR 2,908.4 (1,229.9) 870.5 VERISIGN INC VRSN US 2,908.4 (1,229.9) 870.5 VERISIGN INC VRS QT 2,908.4 (1,229.9) 870.5 VERISIGN INC VRSNEUR EU 2,908.4 (1,229.9) 870.5 VERISIGN INC VRSNUSD EU 2,908.4 (1,229.9) 870.5 VIEWRAY INC VRAY US 88.1 (26.6) 27.9 VIEWRAY INC 6L9 GR 88.1 (26.6) 27.9 VIEWRAY INC VRAYEUR EU 88.1 (26.6) 27.9 VTV THERAPEUTI-A VTVT US 24.1 (5.7) 9.3 VTV THERAPEUTI-A 5VT GR 24.1 (5.7) 9.3 W&T OFFSHORE INC WTI US 887.4 (597.3) 34.5 W&T OFFSHORE INC UWV GR 887.4 (597.3) 34.5 W&T OFFSHORE INC WTI1EUR EU 887.4 (597.3) 34.5 WEIGHT WATCHERS WTW US 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 GR 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 TH 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WTWEUR EU 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 QT 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WTWUSD EU 1,315.5 (1,080.7) (12.7) WIDEOPENWEST INC WOW US 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 TH 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 GR 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 QT 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WOW1EUR EU 2,676.5 (288.3) (50.7) WINGSTOP INC WING US 121.1 (57.7) (2.1) WINGSTOP INC EWG GR 121.1 (57.7) (2.1) WINMARK CORP WINA US 47.2 (39.4) 12.5 WINMARK CORP GBZ GR 47.2 (39.4) 12.5 WORKIVA INC WK US 155.6 (14.5) (12.1) WORKIVA INC 0WKA GR 155.6 (14.5) (12.1) WORKIVA INC WKEUR EU 155.6 (14.5) (12.1) YRC WORLDWIDE IN YRCW US 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 GR 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 TH 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 QT 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWEUR EU 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWUSD EU 1,585.5 (353.5) 155.9 YUM! BRANDS INC YUM US 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR GR 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR TH 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMEUR EU 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR QT 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMCHF EU 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUM SW 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMUSD SW 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMUSD EU 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC 0QYD LN 5,454.0 (6,121.0) 596.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***