/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180212.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 12, 2018, Vol. 22, No. 42 Headlines 1111 MYRTLE AVENUE: Full Payment for Unsecured Creditors Under Plan 2275 NE 120: Hires Peter Spindel as Counsel 264 LAGOON: Seeks May 27 Plan Exclusivity Periods Extension 74 GRAND ST. EQUITIES: Taps Tarter Krinsky as Legal Counsel ACADEMY SPORTS: Bank Debt Trades at 19.87% Off ACCULAB GROUP: Case Summary & 6 Unsecured Creditors ACOSTA INC: Bank Debt Trades at 13.28% Off ACTEON GROUP: Bank Debt Trades at 8.33% Off ADVANCED SOLIDS: $52K Sale of Assets to Tanner & El Paso Approved ADVANCED SOLIDS: $895K Sale of Carlsbad Property to Haro Approved ADVANCED SOLIDS: Proposed Sale of Equipment Approved ADVANCED SOLIDS: Proposes $52K Sale of Assets to Tanner & El Paso ADVANTAGE SALES: S&P Affirms B Corp. Credit Rating, Outlook Stable AKC ENTERPRISES: Hires Carmody MacDonald as Counsel ALL TERRAIN: Taps Crandall Wiscombe as Accountant ALTADENA LINCOLN: Court Terminates Exclusivity Periods AMC ENTERTAINMENT: Moody's Lowers CFR to B2; Outlook Stable AMRIT FREIGHT: Resolves Secured Creditors' Valuation Issues APEX TOOL: Moody's Affirms B3 CFR; Outlook Remains Stable ASCENT RESOURCES: Moody's Cuts Probability Default Rating to D-PD AVALON MOBILITY: Taps Burris & MacOmber as Special Counsel AVANTAIR INC: Virtu Americas Has 8.56% Stake as of Dec. 29 AXIS ENERGY: Case Summary & 20 Largest Unsecured Creditors AZURE MIDSTREAM: Bank Debt Trades at 6.33% Off BARTLETT MGMT: $75K Sale Riverside Restaurant Equipment Approved BEAR FIGUEROA: $2.9M Sale of Los Angeles Property to PI Approved BELK INC: Bank Debt Trades at 14% Off BIOSTAGE INC: Names Digitone Robotics CEO Chen as Board Chairman BLINK CHARGING: Files Amendment 10 to 4.6 Million Units Prospectus BLUE DIAMOND: Hires Sheehan & Nugent as Attorney BLUE DIAMOND: U.S. Trustee Unable to Appoint Committee BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors BON-TON STORES: BofA, Wells Fargo Lead DIP Lending Syndicate BON-TON STORES: Feb. 15 Meeting Set to Form Creditors' Panel BOSS LITHO: Case Summary & 19 Largest Unsecured Creditors BROOKLYN CENTER: Moody's Hikes (GOULT) Debt Rating to Ba1 BRYAN DEARASAUGH: $165K Sale of Conway Property Approved CALDEL HOLDINGS: Case Summary & Unsecured Creditor CALIFORNIA RESOURCES: Inks New Midstream JV and Equity Investment CARBONDALE GLEN: Case Summary & 30 Largest Unsecured Creditors CDRH PARENT: S&P Alters Outlook to Negative & Affirms 'B-' CCR CENVEO INC: Feb. 14 Meeting Set to Form Creditors' Panel CEVA GROUP: $260MM Bank Debt Trades at 3.17% Off CEVA GROUP: $400MM Bank Debt Trades at 3.17% Off CEVA GROUP: $50MM Bank Debt Trades at 3.17% Off COLE HAAN: Bank Debt Trades at 2.37% Off CONDOMINIUM ASSOCIATION: Feb. 20 Auction of Temple Hills Property CONDOMINIUM ASSOCIATION: Has Final OK to Obtain $1.25M Financing CONDOMINIUM ASSOCIATION: Hires Pillsbury as Bankruptcy Counsel CRYODORANT LLC: Voluntary Chapter 11 Case Summary DEX SERVICES: Taps Terra Point as Auctioneer DIOCESE OF NEW ULM: Mediation Sessions Delay Plan Filing DONCASTERS FINANCE: Bank Debt Trades at 2.06% Off EAST COAST TVS: Case Summary & 15 Largest Unsecured Creditors ECP GOPHER: Moody's Assigns B2 Corp. Family Rating; Outlook Stable ENTEGRIS INC: S&P Alters Outlook to Positive & Affirms 'BB' CCR ET SOLAR: Hires Sensiba San Filippo as Accountant FAT FACE: Bank Debt Trades at 15.75% Off FINJAN HOLDINGS: B. Riley Reports 8.6% Stake as of Dec. 31 FIRST RIVER: Seeks to Hire ASP as Financial Advisor, Appoint CRO FORTERRA INC: Bank Debt Trades at 5.87% Off FOSSIL GROUP: S&P Affirms Then Withdraws 'B+' Corp. Credit Rating FREEDOM LEAF: Acquires 3,000 Shares of Green Market GETTY IMAGES: Bank Debt Trades at 5.41% Off GOODWILL INDUSTRIES: Needs More Time to Deal With Bond Repayment GULF MEDICAL: U.S. Trustee Unable to Appoint Committee H MELTON VENTURES: Trustee Taps Cavazos Hendricks as Legal Counsel HALCON RESOURCES: Add-On Notes No Impact on Moody's B3 CFR HANDSOME INC: Taps Harlow Adams as Legal Counsel HARBOR BAR DOCKS: U.S. Trustee Says Plan Outline Inaccurate HARBOR BAR: Plan Disclosures Incomplete, U.S. Trustee Complains HHGREGG INC: Seeks April 5 Plan Exclusivity Period Extension HIDDEN VALLEY: Case Summary & Largest Unsecured Creditors IHEARTCOMMUNICATIONS INC: Fitch Affirms 'C' Issuer Default Rating INTERIOR & EXTERIOR: Plan Outline Conditionally Approved ISLAND VIEW: Ch. 11 Trustee Hires Karalis PC as Counsel J CREW GROUP: Stephen Squeri Quits from Board of Directors JOHN Q. HAMMONS: $1.5M Sale of Springfield Property to Hagale OK'd JOHNS TRUCKING: To Pay BMO $3K Monthly at 5% Interest Over 5 Years JONES ENERGY: Fitch Lowers IDR to CCC; Still on Watch Negative JONES ENERGY: Moody's Rates Proposed $450MM First Lien Notes 'B2' LARRY HEMBREE: $95K Sale of Washington Property to Family Life OK'd LG MADRONE: Taps Charles B. Greene as Legal Counsel LINDA THE BRA LADY: Goes Belly-Up Amid Disaster Relief Loan LINEAGE LOGISTICS: S&P Alters Outlook to Stable & Affirms 'B' CCR MAHIPAL RAVIPATI: $25K Sale of 2013 Mercedes ML350 Approved MAHIPAL RAVIPATI: Sale of Medical Practice Denied Without Prejudice MARSHALL MEDICAL: Fitch Hikes Rating on 2004B Bonds From BB+ MARYMOUNT UNIVERSITY: Moody's Affirms Ba1 Rating on 2015A/B Bonds MAYFAIR-HAWAII: $3.8M Sale of DC Property to Wesley Approved MCNALLY SMITH: Music School Files Chapter 7 Liquidation METROPARK USA: $21K Sale of Default Judgments to SM Financial OK'd MICHAEL D. COHEN: Exclusive Plan Period Extended to Feb. 26 MOBILESMITH INC: Adopts New Audit and Compensation Committees MOMENTIVE PERFORMANCE: Moody's Hikes CFR to B2; Outlook Stable MONSTER CONCRETE: Taps Heard Ary as Legal Counsel MP DIAGNOSTIC: Hires Diaz and Associates as Attorney NATIONAL JEWISH: Fitch Ups Rating on $29MM Revenue Bonds From BB+ NATIONS FIRST: Case Summary & 20 Largest Unsecured Creditors NATURES BOUNTY: Bank Debt Trades at 5.58% Off NEIMAN MARCUS: Bank Debt Trades at 14.75% Off NRG YIELD: Moody's Affirms Ba2 CFR & Senior Unsecured Rating ONEBADA BBQ: Case Summary & 9 Unsecured Creditors OVERSEAS SHIPHOLDING: S&P Rates $380MM Term Loan Due 2022 'B+' PARTY CITY: S&P Rates $1.2BB Term Loan 'B+' on Refinancing Plan PENTHOUSE GLOBAL: Taps Weiss & Spees as Legal Counsel PINNACLE COMPANIES: Taps Marcus & Millichap as Real Estate Broker POINT.360: Given Until May 8 to File Plan of Reorganization PREMIER MARINE: Unsecured Creditors to Get 17.4-41.7% Over 5 Years PREMIER PCS OF TX: Taps James Borduin as Accountant PREMIER PCS: Hires Sul Lee as Special Counsel QUADRANT 4: Exclusive Plan Filing Period Extended to March 8 RAMLA USA: MDF Buying Liquor License No. 47-521781 for $85K RAND LOGISTICS: CFO Hiltwein Resigning on Chapter 11 Exit RANDOLPH AND RANDOLPH: Taps Worrell Poole as Accountant REMINGTON OUTDOOR: Said to Be Mulling Chapter 11 Filing RESOLUTE ENERGY: VR Global Backs Call to Appoint Financial Advisor RH BBQ: Case Summary & 10 Unsecured Creditors ROBERT DONEHEW: $950K Sale of Marietta Property Approved RUE21 INC: Seeks Funding, Hires Piper Jaffray as Investment Banker SAGUARO ISSUER: Moody's Puts Ser. L & K Debt Ratings Under Review SALIENT CRGT: Moody's Revises Outlook to Stable & Affirms B3 CFR SAVERS INC: Bank Debt Trades at 4.22% Off SCHROEDER BROTHERS: U.S. Trustee Wants Plan Disclosures Amended SEADRILL LTD: Bank Debt Trades at 12% Off SENIOR OAKS: Hires David L. Lord as Attorney SERTA SIMMONS: Bank Debt Trades at 6.25% Off SERVICE WELDING: Disclosures Okayed; April 17 Plan Hearing SHERIDAN INVESTMENT I: $741MM Bank Debt Trades at 15.50% Off SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 15.50% Off SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 15.50% Off SHIRLICK CORP: Hires Roach & Leite as General Counsel SOUTHERN INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors SOUTHWORTH CO: Feb. 15 Hearing on Auction of Washington Assets Set SPANISH ISLES: Creditor Trustee Hires Wargo as Counsel SPORTS ZONE: $900K Sale of All Assets to New Legacy Approved STEINWAY MUSICAL: Moody's Rates New $235MM 1st Lien Sr. Loan B3 STEINWAY MUSICAL: S&P Raises CCR to 'B' on Expected Refinancing STOP ALARMS: Trustee's Sale of All Assets for $450K Okayed STRIDE ACADEMY: S&P Alters Outlook to Stable & Affirms CCC- Rating STRUCTURED ADJUSTABLE 2004-19: Moody's Lowers 3 Tranches to B3 TERRAFORM POWER: Fitch Affirms 'BB-' IDR on Saeta Yield Acquisition TRI STATE TRUCKING: March 23 Amended Plan Confirmation Hearing TRIMUR PARTNERS: Hires Frank B. Lyon as Attorney TRONC INC: S&P Puts 'B' CCR on Watch Pos. Amid Nant Capital Deal TTM TECHNOLOGIES: S&P Affirms 'BB' CCR Amid Anaren Acquisition U.S.A. DAWGS: Taps Garman Turner as Legal Counsel VICTORY CAPITAL: S&P Raises ICR to 'BB' on IPO, Outlook Stable VIRTUS INVESTMENT: Moody's Affirms Ba2 Corporate Family Rating WALDRON DEVELOPMENT: Taps William J. Factor as Legal Counsel WEINSTEIN CO: Contreras-Sweet Pulls Out $500M Offer, Post Says WILSON LAND: Hires Forbes Law as Attorney WINDSOR MARKETING: Committee Hires Lowenstein Sandler as Counsel WINDSOR MARKETING: Committee Taps Neubert Pepe as Conn. Counsel WIT'S END RANCH: Hires Carolin Topelson as Special Counsel WJA ASSET MANAGEMENT: Hires Aishel Real as Real Estate Broker WYNN RESORTS: Moody's Alters Outlook to Negative & Affirms Ba3 CFR YOGA CENTER: Unsecureds to Recover 29.3% Under Amended Plan [^] BOND PRICING: For the Week from February 5 to 9, 2018 ********* 1111 MYRTLE AVENUE: Full Payment for Unsecured Creditors Under Plan ------------------------------------------------------------------- 1111 Myrtle Avenue Group LLC filed with the U.S. Bankruptcy Court for the Southern District of New York an amended disclosure statement relating to its plan of reorganization dated Dec. 12, 2017. Class 1 under the plan comprised of the allowed secured claim of Preferred Bank. Preferred Bank filed a pre-petition claim in the total sum of $6,167,670.11. During the Chapter 11 case, the Debtor has remained current with respect to all post-petition debt service, including interest and amortization. Accordingly, the Debtor's loan balance has been reduced since the bankruptcy filing to the current principal balance of $5,754,377.53, as of Nov. 16, 2017. This loan balance, which will be further reduced through Confirmation based on continued monthly payments by the Debtor in the regular course of business, will be paid in full on the Effective Date from the Confirmation Fund without post-petition default interest, pre-payment or penalty, if any. It is Preferred Bank's position that post-petition default interest should be awarded because, among other things, unsecured creditors will be paid in full and approximately $20,000,000 in cash and property will be distributed to Class 3-equity interests. The Debtor has also disputed certain of Preferred Bank's post-petition legal fees as being out of proportion to the legal services actually required to protect Preferred Bank's position during the Chapter 11 case. This issue will be resolved concurrently with the Debtor's other challenges to the post-petition portion of Preferred Bank's claim. Class 2 is comprised of the Allowed Claims of General Unsecured Creditors. The holders of Allowed General Unsecured Claims will receive a cash dividend 100% percent of their Allowed Claims on the Effective Date. This class is not impaired because Allowed General Unsecured Claims will be paid full with post-petition interest at the federal judgment rate. The Plan shall be implemented through the distribution of the funds on hand, which will be transferred into the confirmation account for distribution under the Plan. The Debtor currently has on deposit the sum of $2,058,246 as of Nov. 30, 2017 in its DIP accounts. Additionally, the Debtor has established a separate interest-bearing account for the deposit of the Liquidated Damages Award with Signature Bank currently totaling $7,502,466.13. Thus, all told, there is more than $9,500,000 available for distribution to creditors and agency holders. A full-text copy of the Disclosure Statement dated Dec. 21, 2017, is available at: http://bankrupt.com/misc/nysb15-12454-106.pdf A Redlined Version of the Amended Disclosure Statement dated Jan. 29, 2017, is available for free at: http://bankrupt.com/misc/nysb15-12454-115-1.pdf A Redlined Version of the Amended Disclosure Statement dated Feb. 8, 2018, is available for free at: http://bankrupt.com/misc/nysb15-12454-116.pdf About 1111 Myrtle Avenue Group 1111 Myrtle Avenue Group LLC owns a commercial property located at 1103-1111 Myrtle Avenue, Brooklyn, New York. The property is leased to two tenants: (a) the United States of America occupies most of the commercial space as a Social Security office, pursuant to a lease coming up for renewal, and (b) Eagle 99 Cents Store Inc., which runs a retail store, occupies the remainder of the premises. The Property is subject to a first mortgage lien securing a loan in the principal amount of $6,283,545 received from United International Bank ("UIB"). 1111 Myrtle Avenue Group LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-12454) on Sept. 1, 2015, after Myrtle Property Holdings LLC backed out of a deal to buy the Debtor's property. The petition was signed by Aaron C. Ambalu as manager. The Debtor disclosed total assets of $29.6 million and total liabilities of $6.23 million. The secured creditor is United International Bank, which is owed $6.18 million on a first mortgage. The Debtor won approval to hire Goldberg Weprin Finkel Goldstein LLP as counsel. 2275 NE 120: Hires Peter Spindel as Counsel ------------------------------------------- 2275 NE 120 Street, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Peter Spindel, Esq., PA, as counsel to the Debtor. 2275 NE 120 requires Peter Spindel to: a. give advice to the Debtor with respect to its powers and duties as a Debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the bankruptcy court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Peter Spindel will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter Spindel, partner of Peter Spindel, Esq., PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Peter Spindel can be reached at: Peter Spindel, Esq. PETER SPINDEL, ESQ., PA P.O. Box 166245 Miami, FL 33116-6245 Tel: (305) 279-2126 Fax: (305) 279-2127 About 2275 NE 120 Street 2275 NE 120 Street, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-11110) on Jan. 29, 2018. The Debtor hired Peter Spindel, Esq., PA, as counsel. 264 LAGOON: Seeks May 27 Plan Exclusivity Periods Extension ----------------------------------------------------------- 264 Lagoon Dr Lido Beach NY LLC asks the U.S. Bankruptcy Court for the Southern District of Florida for 90 days extension of exclusivity periods within which to negotiate with creditors and file plan and disclosure statement, and solicit acceptances, through May 27, 2018. If not extended, the exclusivity expires Feb. 27, 2018. The Debtor and Wells Fargo have been preliminarily exploring a consensual plan, but additional time is needed, and perhaps mediation. About 264 Lagoon Dr Lido Beach Based in Miami Beach, Florida, 264 Lagoon Dr Lido Beach NY LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-23136) on Oct. 30, 2017, estimating under $1 million both in assets and liabilities. Yonel Devico, MGR, signed the petition. The Debtor is represented by Joel M. Aresty, Esq., of Joel M. Aresty, PA as counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. 74 GRAND ST. EQUITIES: Taps Tarter Krinsky as Legal Counsel ----------------------------------------------------------- 74 Grand St. Equities, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Tarter Krinsky & Drogin LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors in working out a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Partners $515 to $620 Counsel $460 to $600 Associates $295 to $485 Paralegals $245 to $285 Tarter Krinsky received an initial retainer in the sum of $24,980 from Structured Marshalled Investments Limited, an entity in Ireland owned or controlled by Greg Kavanagh. Scott Markowitz, Esq., a partner at Tarter Krinsky, 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: Scott S. Markowitz, Esq. Rocco A. Cavaliere, Esq. Tarter Krinsky & Drogin LLP 1350 Broadway, 11th Floor New York, NY 10018 Phone: (212) 216-8000 E-mail: smarkowitz@tarterkrinsky.com rcavaliere@tarterkrinky.com About 74 Grand St. Equities Based in New York, 74 Grand St. Equities, LLC's assets consist of a development site located in an area of SoHo. Alleged creditors Churchill Credit Holding LLC, Equity Environmental Engineering LLC, and Damo Construction Company Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. S.D.N.Y. Case No. 17-13295) on Nov. 20, 2017. By order dated Dec. 19, 2017, the Court entered an order for relief under Chapter 11 and the Debtor is continuing in possession of its assets as a debtor-in possession pursuant to the applicable provisions of the Bankruptcy Code. T Judge Shelley C. Chapman presides over the case. The Petitioners are represented by Morrison Cohen LLP and Magnozzi & Kye, LLP. TARTER KRINSKY & DROGIN LLP is the Debtor's counsel. ACADEMY SPORTS: Bank Debt Trades at 19.87% Off ---------------------------------------------- Participations in a syndicated loan under which Academy Sports & Outdoors is a borrower traded in the secondary market at 80.13 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.72 percentage points from the previous week. Academy Sports pays 400 basis points above LIBOR to borrow under the $1.825 billion facility. The bank loan matures on June 15, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. ACCULAB GROUP: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Acculab Group, LLC 1919 Oakwell Farms Parkway, Ste. 160 San Antonio, TX 78218 Type of Business: Acculab Group, LLC, owns a medical and diagnostic laboratory in San Antonio, Texas. Acculab currently offers advanced testing panels for toxicology drug testing, heart, cancer, hormone, wellness and dozens of other advanced blood panels, as well as allergy and pharmacogenomics (also known as DNA) for its physician partners. http://www.acculabtx.com/ Chapter 11 Petition Date: February 8, 2018 Case No.: 18-50302 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 E-mail: jwilkins@stic.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Padilla, manager. A full-text copy of the petition, along with a list of the Debtor's six unsecured creditors, is available for free at: http://bankrupt.com/misc/txwb18-50302.pdf ACOSTA INC: Bank Debt Trades at 13.28% Off ------------------------------------------ Participations in a syndicated loan under which Acosta Inc is a borrower traded in the secondary market at 86.72 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.87 percentage points from the previous week. Acosta Inc pays 325 basis points above LIBOR to borrow under the $2.055 billion facility. The bank loan matures on September 26, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. ACTEON GROUP: Bank Debt Trades at 8.33% Off ------------------------------------------- Participations in a syndicated loan under which Acteon Group Ltd is a borrower traded in the secondary market at 91.67 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.29 percentage points from the previous week. Acteon Group pays 425 basis points above LIBOR to borrow under the $130 million facility. The bank loan matures on November 1, 2018. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. ADVANCED SOLIDS: $52K Sale of Assets to Tanner & El Paso Approved ----------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's sale of (i) six 418 Centrifuges, seven VFD panels and 10 Centrifuge stands for the cash sales price in the amount of $40,000 to Tanner Services, LLC; and (ii) five sets of loader forks, one loader bucket and one Miller Bobcat Welding Machine for the cash sales price in the amount of $12,000 to El Paso Crushers. The sales are as is, where is, and free and clear of all liens, claims and encumbrances. The proceeds from the sale are to be paid to WTF Rentals, LLC as a partial payment on its secured claim. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. In the petition signed by W. Lynn Frazier, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC, serves as special counsel. ADVANCED SOLIDS: $895K Sale of Carlsbad Property to Haro Approved ----------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's sale of the real property described as 4116 Tidwell, Carlsbad, New Mexico, to Juan Haro for $895,000. The sale is free and clear of all liens, claims and encumbrances. The ordinary closing costs, including real estate commissions and the local ad valorem taxing authorities (pro-rated through closing), are to be paid in full at closing. The lien of First National Bank of Beeville will automatically attach to the net sales proceeds based upon its pre-petition priority, and the claim of First National Bank of Beeville paid directly from the closing towards First National Bank of Beeville's outstanding balance; any excess proceeds from the sale will be property of the Estate. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. In the petition signed by W. Lynn Frazier, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as special counsel. Century 21 Associated Professionals, Inc., is the Debtor's broker. ADVANCED SOLIDS: Proposed Sale of Equipment Approved ---------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's sale of (i) one centrifuge stand for the cash sales price in the amount of $1,500 to International Sales, Inc.; and (ii) 10 Centrifuge stands at the minimum price of $1,000 each to any non-related third party. The sales are as is, where is, and free and clear of all liens, claims and encumbrances. The proceeds from the sale are to be paid to WTF Rentals, LLC as a partial payment on its secured claim. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. In the petition signed by W. Lynn Frazier, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as special counsel to the Debtor. ADVANCED SOLIDS: Proposes $52K Sale of Assets to Tanner & El Paso ----------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of (i) six 418 Centrifuges, seven VFD panels and 10 Centrifuge stands for the cash sales price in the amount of $40,000 to Tanner Services, LLC; and (ii) five sets of loader forks, one loader bucket and one Miller Bobcat Welding Machine for the cash sales price in the amount of $12,000 to El Paso Crushers. The total sales price in the amount of $52,000 for the items set forth approximates the market value of the items proposed to be sold. The sales are as is, where is, and free and clear of all liens, claims and encumbrances. Tanner Services has previously purchased equipment from the Debtor pursuant to Court approved sales. El Paso Crushers is owned by Juan Haro, who is the proposed purchaser of the Debtor's yard located at 416 Tidwell Rd., Carlsbad, New Mexico pursuant to a Motion For Authorization to Sell Real Property Free and Clear of All Liens, Claims and Encumbrances, which Motion is set for hearing on Feb. 7, 2018. All items proposed to be sold are pledged as collateral to WTF Rentals, LLC. WTF Rentals filed its secured Proof of Claim No. 26 in the amount of $3,263,549 on April 10, 2017, with the appropriate security documents supporting its secured claim attached to the Proof of Claim. The amount owing to WTF Rentals has been reduced significantly during the case. The Debtor believes that the proposed sale of the equipment set forth generates a reasonable value based upon the assets proposed to be sold and their marketability. It has been marketing the equipment to a number of parties, several of whom toured the equipment at its yard in New Mexico. The Debtor received several low ball offers which it declined. An appraisal of the equipment was performed for WTF Rentals which supports the proposed sales price set forth herein. Much of the equipment needs repairs/refurbishment to bring it into working condition. The proceeds from the sale are to be paid to WTF Rentals, LLC as a partial payment on its secured claim. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. In the petition signed by W. Lynn Frazier, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as special counsel to the Debtor. ADVANTAGE SALES: S&P Affirms B Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' corporate credit rating on Irvine, Calif.-based Advantage Sales & Marketing Inc. The outlook is stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the $200 million revolving credit facility expiring in 2021 and $2.6 billion first-lien term loan (including the proposed $350 million add-on) maturing in 2021. The '3' recovery rating reflects our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. We also affirmed our 'CCC+' rating on the second-lien debt maturing in 2021. The '6' recovery rating reflects our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default." All the ratings were removed from CreditWatch, where they were placed with positive implications on May 8, 2017. Pro forma for the transaction, S&P expects the company will have about $3.3 billion in total reported debt outstanding. Rationale S&P said, "The rating affirmation reflects our view of reduced likelihood that Advantage's indirect parent-entity (Advantage Solutions Inc.) will transact an IPO at least over the near term, which we previously thought would result in less aggressive financial policies as a public company and immediate credit ratio improvement. We now assume, absent an IPO, that Advantage will continue its aggressive financial policies after the Daymon acquisition, including adjusted leverage sustained at or above 6x, largely due to continued acquisition activity. We assume the company will achieve synergies from the Daymon acquisition and use free cash flow generation to partially fund bolt-on acquisitions." This would result in adjusted debt to EBITDA improving to the low-6x area at the end of 2018, compared to the mid-6x area pro forma for the transaction. This is despite tougher conditions in the sector, including more aggressive pricing by competitors and customers." Outlook The stable rating outlook reflects S&P's expectation that Advantage will continue to generate ample free cash flow which will be used primarily to make acquisitions, but that credit measures will remain weak under the company's financial sponsor ownership, including adjusted debt to EBITDA in the low-6x area over the next 12 months. Upside scenario S&P said, "We could raise our ratings if the company completes its IPO, uses proceeds to pay down debt, and adopts a more conservative financial policy. We could also raise our ratings if we gain more confidence that the company will adopt less aggressive financial policies and commit to sustaining financial leverage around 5x. An upgrade is also predicated on the company's ability to generate positive organic growth and annual free cash flow above $150 million. We estimate that EBITDA growth of about 30% or debt reduction of about $800 million is necessary for debt to EBITDA to reach 5x." Downside scenario S&P said, "We could lower our ratings if there is a significant drop in free cash flow or the company pursues shareholder-friendly initiatives or debt-financed acquisitions such that adjusted debt to EBITDA is above 8x. This could happen if industry headwinds worsen or there are significant missteps integrating Daymon, potentially due to cultural differences. We could also lower the rating if Advantage experiences significant customer losses from continued consolidation of consumer product companies or price reduction due to heightened pressure from competitors or customers." AKC ENTERPRISES: Hires Carmody MacDonald as Counsel --------------------------------------------------- AKC Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Carmody MacDonald P.C., as counsel to the Debtor. AKC Enterprises requires Carmody MacDonald to: a. advise the Debtor with respect to its rights, power and duties in the bankruptcy case; b. assist and advise the Debtor in its consultations with any appointed committee relative to the administration of the bankruptcy case; c. assist the Debtor in analyzing the claims of creditors and negotiate with such creditors; d. assist the Debtor with investigation of the assets, liabilities and financial condition of the Debtor and reorganize the Debtor's business in order to maximize the value of the Debtor's assets for the benefit of all creditors; e. advise the Debtor in connection with the sale of assets or business; f. assist the Debtor in its analysis of and negotiation with any appointed committee or any third party concerning matters related to, among other things, the terms of a plan of reorganization; g. assist and advise the Debtor with respect to any communications with the general creditor body regarding significant matters in the bankruptcy case; h. commence and prosecute necessary and appropriate actions and proceedings on behalf of the Debtor; i. review, analyze or prepare, on behalf of Debtor, all necessary applications, motions, answers, orders, reports, schedules, pleadings and other documents; j. represent the Debtor at all hearings and other proceedings; k. confer with other professional advisors retained by the Debtor in providing advice to the Debtor; l. perform all other necessary legal services in this case as may be requested by the Debtor in the Chapter 11 proceeding; and m. assist and advise the Debtor regarding pending arbitration and litigation matters in which the Debtor may be involved, including continued prosecution or defense of actions and negotiations on the Debtor's behalf. Carmody MacDonald will be paid at these hourly rates: Partners $295 to $385 Associates $240 to $275 Paralegals $145 to $195 As of Jan. 27, 2018, Carmody MacDonald has been paid the sum of $1,485 for services performed prior to the Petition Date. The Firm is currently holding the sum of $2,732 as a retainer. Carmody MacDonald will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas H. Riske, partner of Carmody MacDonald P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carmody MacDonald can be reached at: Thomas H. Riske, Esq. CARMODY MACDONALD P.C. 120 S. Central Avenue, Suite 1800 St. Louis, Missouri 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: thr@carmodymacdonald.com About AKC Enterprises AKC Enterprises, Inc., doing business as Little Hills Winery, doing business as Little Hills Restaurant, doing business as Little Hills Wine Shop, is a locally owned and operated wine producer in Saint Charles, Missouri. Its wines are made from French/American Hybrids, German/American Hybrids and Native Missouri Grapes. The Company harvests grapes purchased from Missouri Grape Growers and some Illinois Grape Growers. It also produces its fruit wines from fruit purchased from local suppliers. The company now produces 16 to 18 wines depending on the time of year, designated and paired with its menu served at its restaurant. The Restaurant offers banquets, catering, and delivery (Grubgo.com) services. The Restaurant accommodates 300 persons on its terraces and 100 inside its building. The company's Little Hills Wine Shop is located at 710 S. Main Street, just two blocks South of the Restaurant. The Shop features Little Hills Wines and many other Missouri Made Wines. https://www.littlehillswinery.com/ AKC Enterprises, Inc., based in Saint Charles, MO, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 18-40472) on January 29, 2018. Thomas H. Riske, Esq., at Carmody MacDonald P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $1.20 million in assets and $1.57 million in liabilities. The petition was signed by David Campbell, president. ALL TERRAIN: Taps Crandall Wiscombe as Accountant ------------------------------------------------- All Terrain LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Crandall, Wiscombe, Morris & Snarr, PLLC, as its accountant. The firm will assist the Debtor in the preparation of its monthly operating reports and tax returns; establish a bookkeeping system; prepare budgets and projections to be included in its bankruptcy plan; and provide other accounting services related to its Chapter 11 case. Bryan Snarr, a certified public accountant employed with Crandall, will charge $180 per hour for tax preparation and $110 per hour for accounting services. Mr. Snarr disclosed in a court filing that he does not hold or represent any interest adverse to the Debtor or its estate. Crandall can be reached through: Bryan Snarr Crandall, Wiscombe, Morris & Snarr, PLLC 3456 East 17th Street, Suite 140 Idaho Falls, ID 83406 Phone: (208) 522-0093 E-mail: bryans@snarrcpa.com About All Terrain Headquartered in Saint Anthony, Idaho, All Terrain LLC provides home moving services. The company's moving services include crane and rigging, historic preservation, residential moving, doublewide moving, and commercial moving. It is affiliated with Hathaway Homes Group LLC, a dealer of recreational vehicle and manufactured homes in South East Idaho. Hathaway Homes sought bankruptcy protection on Nov. 10, 2017 (Bankr. D. Id. Case No. 17-40992). All Terrain sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40999) on Nov. 13, 2017. In the petition signed by Paul J. Hathaway, member and manager, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. Kohler Law Office is the Debtor's bankruptcy counsel. ALTADENA LINCOLN: Court Terminates Exclusivity Periods ------------------------------------------------------ The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California has entered an order terminating Altadena Lincoln Crossing LLC's exclusivity periods for reasons and on grounds stated on the record at the hearing. As reported by the Troubled Company Reporter on January 9, 2018, the Debtor sought for a 120-day extension of the exclusivity period to solicit acceptances of its plan of reorganization and any amendments thereto, to June 1, 2018. The Debtor said that it will be filing a Third Amended Disclosure Statement to address the issues identified at the hearing on November 29, 2017, with respect to the second amended disclosure statement. The Debtor asserted that, while this case is not particularly large in size, its case is complex in that there are claims against East West Bank with respect to what the Debtor contends is an illegal $12 million default interest penalty and potential complex lender liability claims against the bank. The Debtor said that resolution of a default interest dispute and the consequent reduction in the claim held by East West Bank is a precondition of the Debtor's plan, as currently proposed. As such, the Debtor said (a) the mediation with East West Bank for resolution of the claim objections and for settlement all outstanding issues, which is scheduled for January 18, 2018; and (b) the hearing on the Debtor's objections to East West Bank's claims, which is continued to March 14, 2018, favors extending the Debtor's exclusivity periods. About Altadena Lincoln Crossing LLC Headquartered in Pasadena, California, Altadena Lincoln Crossing LLC, a Delaware limited liability company, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14276) on April 7, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Greg Galletly, its manager. The Debtor is an affiliate of BGM Pasadena, LLC, which sought bankruptcy protection (Bankr. C.D. Cal. Case No. 15-27833) on Nov. 20, 2015. Judge Julia W. Brand presides over Altadena's case. James A. Tiemstra, Esq., at Tiemstra Law Group PC serves as the Debtor's bankruptcy counsel. Gregory M. Salvatao Esq. at Salvato Law Offices serves as the Debtor's general bankruptcy and litigation counsel. Coldwell Banker Commercial North Country serves as the Debtor's real estate broker. AMC ENTERTAINMENT: Moody's Lowers CFR to B2; Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded AMC Entertainment Holdings, Inc.'s Corporate Family Rating (CFR) to B2, from B1 under review and its probability of default rating to B2-PD, from B1-PD under review. Additionally, AMC's senior secured bank credit facilities were downgraded to Ba2, from Ba1 under review and the senior subordinate notes were downgraded to B3, from B2 under review. The Ba1 senior secured notes at Carmike Cinemas, Inc. (Carmike) were also downgraded to Ba2, from Ba1 under review. The rating outlook was changed to stable, from under review. Liquidity remains good, at SGL-2 despite the sale of assets and fall in equity value of the company which has reduced alternate sources of potential liquidity. This action follows AMC's worse than expected results during 2017, with consecutive and material downward revisions to guidance including projected revenue and EBITDA. In 2017, the North American box office was down by approximately 2.7%, with a more than 6% decline ticket sales -- the worst turnout since 2005. Moody's believe AMC was particularly challenged by a weak slate that produced less films by some major studios and an unfavorable mix with fewer family oriented/PG rated films which generally perform well in the Carmike circuit. As a result, Moody's estimate of revenue and EBITDA will be lower than previously expected with leverage (Moody's adjusted pro forma debt/EBITDA) projected to be approximately 6.2x for the year ended 2017, well above Moody's current 5.25x tolerance for the B1 rating. While Moody's expect 2018/2019 box office results to improve and for management to execute its integration plans, yielding some potential for deleveraging (more likely in 2019), Moody's don't believe organic growth or the sale of assets will be sufficient to reverse the current risk profile of the company. This rating action concludes the review for downgrade initiated on November 8, 2017. Downgrades: Issuer: AMC Entertainment Holdings, Inc. -- Probability of Default Rating, Downgraded to B2-PD from B1-PD -- Corporate Family Rating, Downgraded to B2 from B1 -- Senior Subordinated Regular Bond/Debenture, Downgraded to B3 (LGD 4) from B2 (LGD 5) -- Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD 2) from Ba1 (LGD 2) Issuer: AMC Entertainment Inc. -- Senior Subordinated Regular Bond/Debenture, Downgraded to B3 (LGD 4) from B2 (LGD 5) -- Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD 2) from Ba1 (LGD 2) Issuer: Carmike Cinemas, Inc. -- Senior Secured Regular Bond/Debenture, Downgraded to Ba2 (LGD 2) from Ba1 (LGD 2) Outlook Actions: Issuer: AMC Entertainment Holdings, Inc. -- Outlook, Changed To Stable From Rating Under Review Issuer: Carmike Cinemas, Inc. -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE AMC's B2 CFR incorporates high leverage that will remain in the low 6x range (Moody's adjusted, pro forma for the acquisitions of Carmike, Odeon, and Nordic) over the next 12-18 months. Interest expense, coupled with the burden of a capital intensive business that requires near 8% of revenues to be reinvested in CAPEX (adjusted, net of landlord contributions), absorbs almost all cash EBITDA - reducing free cash flow conversion to approximately -2%. The company is also challenged by a mature and unpredictable US box office, contributing close to 70% of the company's pro forma revenues. The company is also exposed to emerging competitive threats from new entrants aggressively searching for ways disrupt the industry including delivering movies sooner / shortening the theatrical distribution window, streaming movies direct to the consumer, and attracting moviegoers to alternate subscription services. AMC's dependence on a concentrated, and smaller number of large movie studios that are captive to the theatre operators is also a concerning factor as these companies are under pressure and searching for ways to remain relevant and profitable in an evolving ecosystem. Despite these challenges, the company is the largest operator in the world, with operations that extend into Europe and the Nordics. The diversity helps spread geographic risks, reducing the direct impact of negative trends in a particular region. Its new international markets have better demand characteristics than the US which was evident in 2017 with the UK box office posting low single digit growth. In addition to size and scale, the company benefits from barriers to entry into the first-run window for theatrical distribution, a strong value proposition and an experience that is hard to replicate in-home. In addition, the company maintains pricing power, stable margins, the dominant market share in the US, Europe, and Nordics. Liquidity also remains good. Moody's will consider a downgrade if Moody's believe leverage will be sustained above 6.75x (Moody's adjusted debt/EBITDA), or expect free cash flow to debt (Moody's adjusted) to drop below -2.5%, on a sustained basis. A negative rating action will also be considered if Moody's believe there is or will be a material decline in liquidity, attendance, margins, market share, or scale and diversity. Moody's would also consider a downgrade if there were material and negative changes in competition, financial policy, capital structure, or the business model such that credit risk rose meaningfully. The industry is mature and there are limited opportunities for growth in the US, the company's primary market. There is also a secular decline in attendance and rise in competitive threats. However, Moody's would consider an upgrade if: leverage were sustained below 5.5x (Moody's adjusted debt/EBITDA), and free cash flow to debt (Moody's adjusted) rose above 2.5% (Moody's adjusted), on a sustained basis. A positive rating action would also be conditional on one or more of the following factors: sustained positive growth in US box office attendance, significantly improved scale, greater market share, better margins, or more liquidity that translates into an improved credit profile. There would also need to be a low probability of near term event risks or material and unfavorable changes in competition, financial policy, capital structure, and the business model. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AMC, 58% owned by Dalian Wanda Group Co., Ltd. (Wanda), with its headquarters in Leawood, Kansas, operates over 1,006 theaters with 11,046 screens across the United States and Europe, as of the quarter ended September 30, 2017. Annual pro forma revenue is over $5 billion (including the acquisitions of Carmike, Odeon, and Nordic). AMRIT FREIGHT: Resolves Secured Creditors' Valuation Issues ----------------------------------------------------------- Amrit Freight Transport, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Indiana an amended disclosure statement regarding its plan of reorganization. On Nov. 30, 2017, the Debtor filed its Disclosure Statement. On Jan. 4, 2018, a hearing was held on the Disclosure Statement and objections were filed by creditors and the United States Trustee. In open court, the Debtor acknowledged the validity of the objections and agreed to file an Amended Disclosure Statement in resolution of the objections, including, but not limited to how the Debtor valued its assets as well as how the Debtor's principal will benefit by the Debtor's payment of the principal's direct obligations to BMO Harris Bank under the plan. The Debtor acknowledges it has valuation issues with various secured creditors, and certain creditors have already filed objections to confirmation of the Debtor's plan of reorganization. The Debtor anticipates additional parties filing objections to confirmation of its plan of reorganization based on the issue of valuation. The Debtor is confident it will be able to resolve any objection and submits that such resolutions could substantially change the payment terms under the plan. The Debtor submits that the Debtor's plan will remain feasible in light of any payment changes. The Debtor and BMO Harris Bank, as well as the Debtor and Santander Bank, N.A., have agreed to terms in principle that will resolve BMO's and Santander's objections to confirmation. The parties anticipate filing modifications to the plan in the near future that include the terms. The Debtor will receive the full benefit of the payments the Debtor makes to BMO regarding the BMO-Jatinder Singh collateral. Singh will assign his ownership in the BMO-Singh collateral, subject to the liens of BMO, to the Debtor upon confirmation. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/insb17-05924-11-139.pdf About Amrit Freight Transport, Inc. Amrit Freight Transport Inc is a licensed and bonded freight shipping and trucking company running freight hauling business from Indiana. Amrit Freight Transport, Inc., based in Indianapolis, IN, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-05924) on August 8, 2017. The Hon. Robyn L. Moberly presides over the case. David R. Krebs, Esq., at Hester Baker Krebs LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Jatinder Singh, president. APEX TOOL: Moody's Affirms B3 CFR; Outlook Remains Stable --------------------------------------------------------- Moody's Investors Service affirmed Apex Tool Group, LLC.'s Corporate Family Rating at B3 and the Probability of Default Rating at B3-PD, and assigned a Caa1 rating to the proposed $325 million senior unsecured notes due 2023. At the same time, Moody's assigned the company's first lien senior secured credit facilities, consisting of $175 million revolver due, by recent extension, in 2021 and $914 million term loan (including $125 million add-on) due, also by recent extension, in 2022, at B2. The ratings of the existing $450 million senior unsecured notes due 2021 remain unchanged at Caa1, and will be withdrawn upon the closing of the proposed $325 million unsecured notes. The rating outlook is stable. On February 7, 2018, Apex announced that it would issue $325 million senior unsecured notes due 2023, upsize the senior secured term loan B (TLB) by $125 million and extend the TLB maturity to 2022. Apex also will extend its senior secured revolver's maturity to 2021. The proceeds from the notes and TLB upsize will be used to redeem the company's existing $450 million senior unsecured notes due 2021. The following rating actions have been taken: Corporate Family Rating, affirmed at B3; Probability of Default Rating, affirmed at B3-PD; $325 million senior unsecured notes due 2023, assigned at Caa1, LGD5; $914 million senior secured term loan facility due 2022, assigned B2, LGD3; $175 million senior secured revolving credit facility 2021 assigned B2, LGD3 $450 million senior unsecured notes due 2021, unchanged at Caa1, LGD4, to be withdrawn upon closing of the new $325 million senior secured notes due 2023; The rating outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating (CFR) reflects Apex's solid market positions within its hand and power tool business segments, breadth of product offerings and strong brands, its global reach, extensive operational footprint and distribution channels, and diversity of customers and industries served. The B3 CFR also considers the company's high adjusted debt-to-EBITDA and adjusted debt-to-capitalization leverage, negative equity base, highly competitive industry, and exposure to cyclical end markets. Moody's expect 2018 to be a year of flat revenue and earnings growth as the Sear's Craftsman business diminishes and Apex replaces those earnings with growth from its proprietary brands, Home Depot and other private label business. Beyond 2018, Apex should be able to expand its profitability through a combination of higher sales, continued operational improvements, international market share gains, and the elimination of low-margin brands. The company has adequate liquidity supported by a cash balance of $65 million at September 29, 2017, a $175 million senior secured revolving credit facility, cash flow from operations and lack of significant debt maturities until 2021, when its revolving credit facility expires. The company's liquidity is constrained by seasonal working capital needs. At September 29, 2017, the company had approximately $73 million of remaining revolver availability. The ratings incorporate Moody's expectation that Apex will have reasonable room under its 2018 5.25x senior secured net leverage covenant in the credit agreement. This covenant is operative only if revolver outstanding balance exceeds $35 million, which Moody's expect at times. Apex was in compliance with its senior secured net leverage covenant at September 29, 2017. The maximum senior secured leverage ratio declines to 4.75x in 2019, 4.5x in 2020, and 4.24x thereafter. The stable outlook reflects Moody's expectation that revenues and earnings will remain flat in 2018 and grow modestly in 2019. Moody's stable outlook also reflects that adjusted debt-to-EBITDA will decline closer to 7.0x, adjusted EBITA margin will exceed 10% and EBITA-to-interest coverage will approach 2.0x over the next 12-18 months. Moody's indicated that a rating upgrade would be predicated upon adjusted debt leverage approaching 6.0x and EBITA-to-interest coverage above 2.0X, both on a sustainable basis, driven by earnings growth and margin expansion. Downward pressure on the rating could result if, over an extended period of time, the company's adjusted debt-to-EBITDA remains above 7.0x, adjusted debt-to-capitalization remains above 75%, or EBITA-to interest coverage falls below 1.5x. A rating downgrade could also occur if liquidity weakens significantly. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Apex Tool Group, LLC, headquartered in Sparks, MD, is a global manufacturer and supplier of hand and power tools for industrial, commercial, and do-it-yourself customers. Apex was established as a joint venture between Danaher Tool Group and Cooper Industries' Cooper Tools in July 2010. On February 1, 2013, the company was acquired by the private equity sponsor, Bain Capital Partners LLC, for $1.55 billion. Apex designs, manufactures, markets and sells proprietary brands, and it also designs and manufactures private label tool brands for retailers. The company operates two business segments: Hand Tools (representing approximately 73% of its total revenue) and Power Tools (representing approximately 27% of total revenue). The company serves customers in automotive, aerospace, electronics, hardware, energy, and consumer retail industries. Apex has operations in North America, Europe, Asia, Australia and Latin America. For the 12 months ended September 30, 2017, the company generated about $1.3 billion in revenue. ASCENT RESOURCES: Moody's Cuts Probability Default Rating to D-PD ----------------------------------------------------------------- Moody's Investors Service downgraded Ascent Resources -- Marcellus, LLC's ("ARM") Probability of Default Rating (PDR) to D-PD from Ca-PD/LD, following the company's announcement on February 6, 2018, that Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, ARM and Ascent Resources Marcellus Minerals, LLC commenced voluntary chapter 11 cases in the United States Bankruptcy Court for the District of Delaware to implement a consensual financial restructuring approved by certain holders of ARM's first and second lien term loans. ARM's Ca Corporate Family Rating (CFR), Ca senior secured first-lien term loan rating and C senior secured second-lien term loan rating were affirmed. Downgrades: Issuer: Ascent Resources -- Marcellus, LLC -- Probability of Default Rating, Downgraded to D-PD from Ca- PD/LD Affirmations: Issuer: Ascent Resources -- Marcellus, LLC -- Corporate Family Rating, Affirmed Ca -- Senior Secured First Lien Bank Credit Facility, Affirmed Ca (LGD3) -- Senior Secured Second Lien Bank Credit Facility, Affirmed C (LGD5) Outlook Actions: Issuer: Ascent Resources -- Marcellus, LLC -- Outlook, Remains Negative RATINGS RATIONALE The downgrade of ARM's PDR to D-PD is a result of the commencement of the voluntary chapter 11 cases. ARM's other ratings have been affirmed, which reflects Moody's view on the potential overall family recovery and senior notes recovery. Shortly following this rating action, Moody's will withdraw all ratings for the company consistent with Moody's practice for companies operating under the purview of the bankruptcy courts wherein information flow typically becomes much more limited. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Ascent Resources - Marcellus, LLC is a privately-owned independent E&P company headquartered in Oklahoma City, Oklahoma. The company's operations are concentrated in the southern Marcellus Shale in northern West Virginia. AVALON MOBILITY: Taps Burris & MacOmber as Special Counsel ---------------------------------------------------------- Avalon Mobility, Inc., received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Burris & MacOmber, PLLC, as special counsel. The firm will represent Avalon in a lawsuit filed by Dean Cameron against the company and its president Brenda Huffman. The lawsuit seeks damages for unpaid wages. D. Rob Burris, Esq., the attorney who will be providing the services, will charge an hourly fee of $290. Other attorneys, paralegals and legal assistants who may provide services will be paid between $125 and $350 per hour. Secretarial time will be charged at the rate of $65 to $90 per hour. Mr. Burris disclosed in a court filing that he does not hold or represent any interest adverse to the Debtor's estate. Burris & MacOmber can be reached through: D. Rob Burris, Esq. Burris & MacOmber, PLLC 2478 E. River Road Tucson, AZ 85718 Phone: 520-775-2000 Fax: 520-775-2001 E-mail: info@burrismacomber.com About Avalon Mobility Avalon Mobility, Inc., d/b/a Desert Sun Moving Services, is a full-service provider of residential, corporate and international relocation services in Tucson and Phoenix, Arizona. The company -- http://www.desertsunmovers.com/-- assists its customers in moving heavy and light-weight items of all types, including pianos and antiques; provides the necessary packing and moving supplies and stores belongings short or long-term. Desert Sun has been in business for over 17 years. Avalon Mobility filed a Chapter 11 petition (Bank. D. Ariz. Case No. 18-00503) on Jan. 18, 2018. In the petition signed by Brenda Huffman, president, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Scott H. Gan is the case judge. Charles R. Hyde, Esq., of the Law Offices of C.R. Hyde, PLC, is the Debtor's bankruptcy counsel. AVANTAIR INC: Virtu Americas Has 8.56% Stake as of Dec. 29 ---------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Virtu Americas LLC reported that as of Dec. 29, 2018, it beneficially owns 3,547,264 shares of common stock of Avantair, Inc., constituting 8.56% based on outstanding shares as reported on the OTCMarkets.com website as of Dec. 5, 2017. A full-text copy of the regulatory filing is available for free at: https://is.gd/RqVwHI About Avantair Inc. Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- sells fractional ownership interests in, and flight hour card usage of, professionally piloted aircraft for personal and business use, and the management of its aircraft fleet. Avantair also operates fixed flight based operations (FBO) in Camarillo, California and in Caldwell, New Jersey. Through these FBOs and its headquarters in Clearwater, Florida, Avantair provides aircraft maintenance, concierge and other services to its customers as well as to the Avantair fleet. For the nine months ended March 31, 2013, the Company incurred a net loss attributable to common stockholders of $11.56 million on $113.02 million of total operating revenue, as compared with a net loss attributable to common stockholders of $5.43 million on $131.51 million of total operating revenue for the same period a year ago. As of March 31, 2013, the Company had $78.25 million in total assets, $125.11 million in total liabilities, $14.86 million in series A convertible preferred stock, and a $61.72 million total stockholders' deficit. As of March 31, 2013, the Company's recurring net losses resulted in a working capital deficit of approximately $71.6 million and a stockholders' deficit of approximately $61.7 million. In addition to the cost of acquiring aircraft, the Company's primary expenses are related to fuel, aircraft repositioning (i.e., moving an aircraft from one location to another location to accommodate a program participant's requirements), flight operations and pilot expenses, maintenance, charters, insurance and selling, general and administrative expenses. The Company has incurred recurring losses prior to the current period, has used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant reconfiguration of its operation to sustain its operations for the foreseeable future. As reported by the TCR on Aug. 2, 2013, certain creditors of Avantair filed on July 25, 2013, an involuntary petition in the United States Bankruptcy Court, Middle District of Florida, pursuant to Chapter 7 of Title 11 of the United States Code. AXIS ENERGY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Axis Energy Partners, LLC aka Axis LED Lighting 3604 Fair Oaks Blvd, Ste. 120 Sacramento, CA 95864 Type of Business: Axis Energy Partners -- http://axisep.com-- is a full service value add LED lighting company. Axis Energy is a direct manufacturer/distributor of selected LED lighting products including bulbs, tubes, wall pack lights, flood lights, area/ shoebox lights, canopy lights, high/low bay, flat panel, troffer, grow lights, exit/emergency lighting, electrical, rope lights, and tape/stripe light. Case No.: 18-20689 Chapter 11 Petition Date: February 8, 2018 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Christopher D. Jaime Debtor's Counsel: Stephen M. Reynolds, Esq. REYNOLDS LAW CORPORATION 424 2nd St #A Davis, CA 95616 Tel: (530) 297-5030 Total Assets: $1.14 million Total Liabilities: $3.87 million The petition was signed by Kevin Terry, CFO. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb18-20689.pdf AZURE MIDSTREAM: Bank Debt Trades at 6.33% Off ---------------------------------------------- Participations in a syndicated loan under which Azure Midstream Energy LLC is a borrower traded in the secondary market at 93.67 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.00 percentage points from the previous week. Azure Midstream Energy LLC pays 550 basis points above LIBOR to borrow under the $550 million facility. The bank loan matures on November 15, 2018. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. BARTLETT MGMT: $75K Sale Riverside Restaurant Equipment Approved ---------------------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized Bartlett Management Services, Inc. ("BMSI") and affiliates to sell BMSI's restaurant equipment located at its location at 6566 East Riverside, Loves Park, Illinois, to Istref Sam Sabani for $75,000. The Amendment is approved and will be effective as of the date of the Order, and the Debtor will vacate the Real Property promptly following the closing of the sale of the Riverside real property. The Net Sale Proceeds will be deposited in the Sale Proceeds Account. Upon the Debtor's receipt of the Net Sale Proceeds in immediately available funds into the Sale Proceeds Account, (a) the Equipment will be free and clear of all liens, claims and interests, irrespective of whether HBT or any other party has filed or recorded an appropriate release with the appropriate filing or recording authority, and (b) HBT's security interest will attach to the Net Sale Proceeds to the same extent and with the same priority as such security interests were perfected against the Equipment immediately prior to the sale, except that the Post-Sale Replacement Lien will not attach to the balance of the Net Sale Proceeds remaining after the payment to HBT of $70,000. Promptly following the Closing, HBT will file or record an appropriate release with the appropriate filing or recording authority, reasonably acceptable to the Debtors, releasing its security interest in the Equipment. BMSI may disburse the aforesaid Debtor Proceeds to its DIP operating account at the DIP Bank at any time following its receipt thereof. Within seven calendar days of HBT filing or recording the HBT Release, BMSI will deliver the HBT Sale Proceeds to HBT. The determination of the allocation of such payment as a payment toward interest or principal is expressly reserved, pending further Order of the Court. The Debtor's disbursement of the HBT Sale Proceeds to HBT will not constitute an admission that HBT's asserted pre-petition liens on and security interests in substantially all of the Debtors' property represent valid and perfected first priority liens on or security interests in such property; and in the event that such liens or security interests are subsequently successfully challenged, then, such challenging party may challenge HBT's right to the HBT Sale Proceeds. The Order will be immediately effective upon its entry, and the stay imposed by Rule 6004(h) is waived. About Bartlett Management Services Bartlett Management Services, Inc., Bartlett Management Indianapolis, Inc., and Bartlett Management Peoria, Inc., won 33 current franchises of KFC Corporation, the franchisor of the Kentucky Fried Chicken quick-services restaurant chain that provides a diverse menu of chicken and related side dishes and desserts. Bartlett Management Services and its affiliates sought Chapter 11 protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5, 2017. The Debtors sought joint administration of the cases under Case No. 17-71890. In the petition signed Robert E. Clawson, president, Bartlett estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Mary P. Gorman presides over the cases. Jonathan A Backman, Esq., at the Law Office of Jonathan A. Backman, serves as bankruptcy counsel to the Debtors. The Debtors also hired Valenti Florida Management, Inc., as accountant and financial advisor, Steven A. Nerger of Silverman Consulting, Inc., as chief restructuring officer. On Jan. 8, 2018, the Office of the United States Trustee appointed an Unsecured Creditors' Committee in each of the three cases. On Jan. 19, 2018, counsel filed appearances on behalf of all three Committees. BEAR FIGUEROA: $2.9M Sale of Los Angeles Property to PI Approved ---------------------------------------------------------------- Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California authorized in part and denied in part Bear Figueroa, LLC's sale of real property located at 10520 South Figueroa St., Los Angeles, California, including security deposits made by tenants at the Property, furniture and fixtures located at the Property, and other personal property located thereon, to PI Properties for $2,935,000. The sale is free and clear of all liens, claims, and interests. The deed of trust of The Evergreen Advantage, LLC, holder of the first deed of trust recorded on July 15, 2016 in the Official Records of Los Angeles County, bearing Instrument No. 20160831068, in the payoff amount of $2,377,579, subject to final payoff demand on the closing date, will be paid from escrow from the sale proceeds. The payment of the commissions described in the Memorandum of Points and Authorities at the close of escrow subject to the Debtor's objections, if any, are authorized. The sale of the Property is authorized so long as the lien of The Evergreen Advantage, LLC and the Los Angeles County Treasurer and Tax Collector are paid off in full. The payment of real property taxes, plus interest, owed on the Property and all usual and customary escrow and closing and recording costs generally attributable to a seller of real property, if any, at the close of escrow are authorized. All holders of the liens and encumbrances, if any, are compelled to execute any and all documentation that may be required to allow escrow to close The 14-day waiting period set forth in Bankruptcy Rule 6004(h) is waived. Upon closing of the sale the Buyer, all executory contracts and leases relating to the Subject Property are not assumed and assigned to the Buyer. About Bear Figueroa Headquartered in Culver City, California, Bear Figueroa LLC owns a property located at 10520 South Figueroa Boulevard, Los Angeles, California 90003, valued at $2.9 million. For 2016, it recorded gross revenue of $265,000 compared to gross revenue of $250,000 during the prior year. Bear Figueroa filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14249) on April 6, 2017, listing $2.9 million in total assets and $1.93 million in total liabilities. Denise Johnson, its managing member, signed the petition. Judge Vincent P. Zurzolo presides over the case. Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves as the Debtor's bankruptcy counsel. No creditors' committee has been appointed by the U.S. Trustee. BELK INC: Bank Debt Trades at 14% Off ------------------------------------- Participations in a syndicated loan under which BELK Inc. is a borrower traded in the secondary market at 86.00 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.78 percentage points from the previous week. BELK Inc pays 475 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on December 10, 2022. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. BIOSTAGE INC: Names Digitone Robotics CEO Chen as Board Chairman ---------------------------------------------------------------- Biostage, Inc. has appointed Jason Jing Chen, senior vice president of business development of Digitone Group, and CEO of its subsidiary DST Robotics Co Ltd., as Chairman of the Company's Board of Directors. Biostage said Mr. Chen is a broadly skilled senior executive with over 20 years of leadership experience in global commerce and advancing foreign corporate interests in China. Mr. Chen joined Digitone Group in 2014 to provide leadership to optimize company visibility and interests overseas for corporate branding and positioning, and is currently CEO of Digitone's DST Robotics business. Previously, he worked for Formica, as the general manager of its Greater China business. He served as vice president, Barco Great China and general manager, Security & Monitoring Division China for Barco, Inc., a global company that develops networked solutions for the entertainment, enterprise and healthcare markets. Prior to joining Barco, Mr. Chen was the general manager of the China and Hong Kong region for Waters Corporation where, among other managerial responsibilities, he was responsible for developing and implementing marketing strategies to grow the Chinese market. Prior to his time at Waters Corporation, Mr. Chen held various managerial rolls of increasing importance at Hilti China. Mr. Chen began his career as an electrical engineer at Capital Iron & Steel Co. He received his MBA from Brigham Young University and a BS in Electrical engineering from the North China University of Technology, Beijing, China. Mr. Chen commented, "I am excited to join the board of Biostage on behalf of our investment group. Regenerative medicine is a new frontier of modern medicine. Biostage has a very promising technology platform in regenerative medicine and we are honored to participate in such a noble mission as developing and delivering this technology to patients in need, especially children suffering from esophageal atresia. I look forward to working closely with the Biostage team to advance our technology to IND filings and we will strive for continuous improvement of our corporate governance. We are also committed to helping Biostage on financing and market expansion into China, which has half of the new esophageal cancer patients worldwide every year, by leveraging all our resources. During DST's investment due diligence process with Biostage, we were particularly impressed by the open and transparent manner the company had with us. We will continue to promote an open and transparent culture inside the company and also in the communications with all stakeholders, particularly our shareholders. We also thank the company's shareholders for their loyalty and strongly encourage them to take a long-term view of this company and stay with us. We firmly believe that Biostage will be successful in both the U.S. and China markets. We are looking forward to the opportunities to maximize our shareholders' value through our strategic positioning, expertise, teamwork and dedication." Biostage also announced that On Feb. 1, 2018, John F. Kennedy resigned as chairman and member of the Board of Directors. Mr. Kennedy said, "I believe this is the right moment in Biostage's development to allow another person with a different set of skills and experience to bring leadership to Biostage. I wish nothing but future success to the company." On Feb. 6, 2018, the Board appointed John Canepa, who is currently a member of the Audit Committee of the Board, to serve as the Chairman of the Audit Committee to fill the vacancy created as a result of Mr. Kennedy's resignation. Jim McGorry, Biostage's chief executive officer, commented, "I and the other members of the company's Board are pleased to welcome Jason as the new Chairman. His robust business experience, particularly in Asia, will be invaluable as Biostage develops our plans to provide solutions to a region with the world's highest incidence of esophageal cancer." Mr. McGorry continued, "I would also like to thank John Kennedy for his years of service to Biostage. John has been a trusted friend and leader. John's steady and practical leadership has steered Biostage to this exciting moment." Upcoming Business Update On Tuesday, Feb. 13th 2018 at 9:00 AM ET, Biostage will host a conference call with a live audio webcast to provide a business update. Updates will be provided by CEO Jim McGorry and Biostage's Scientific Advisory Board. To participate in the call, please dial (877) 407-8293 (domestic) or (201) 689-8349 (international). The live webcast will be accessible on the Events page of the Investors section on the Company's Web site at www.biostage.com, and will be archived for 60 days. An audio webcast will be available for one week following the call and can be accessed during that period by dialing (877) 660-6853 (domestic) or (201) 612-7415 (international) with Conference ID #: 13676470. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage reported a net loss of $11.57 million for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed $2.55 million in total assets, $2.07 million in total liabilities and $477,000 in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BLINK CHARGING: Files Amendment 10 to 4.6 Million Units Prospectus ------------------------------------------------------------------ Blink Charging Co. has filed with the Securities and Exchange Commission a further amendment to its Form S-1 registration statement relating to a firm commitment public offering of 4,600,000 units, each unit consisting of one share of its common stock, $0.001 par value per share, and one warrant to purchase one share of Common Stock, of Blink Charging Co. (formerly known as "Car Charging Group, Inc."), based on the last reported price of the Common Stock as reported on the OTC Pink Current Information Marketplace on Jan. 11, 2018, which was $5.00 per share. The warrants included within the units are exercisable immediately, have an exercise price of $___ per share, 150% of the public offering price of one unit, and expire five years from the date of issuance. The units will not be issued or certificated. Purchasers will receive only shares of Common Stock and warrants. The shares of Common Stock and warrants may be transferred separately, immediately upon issuance. The offering also includes the shares of Common Stock issuable from time to time upon exercise of the warrants. The Company's Common Stock is presently quoted on the OTC Pink Current Information Marketplace under the symbol "CCGI". The last reported sales price for the Company's Common Stock as reported on the OTC Pink Current Information Marketplace on Feb. 6, 2018 was $8.99. The Company has applied to have its Common Stock and warrants listed on The NASDAQ Capital Market under the symbols "BLNK" and "BLNKW," respectively, which listing we expect to occur upon consummation of this offering and is a condition of this offering. No assurance can be given that its application will be approved. There is no established public trading market for the warrants. No assurance can be given that a trading market will develop for the warrants. The Company has granted a 45-day option to the representative of the underwriters to purchase up to an aggregate of 690,000 additional shares of Common Stock and/or warrants to purchase up to 690,000 additional shares of Common Stock (equal to 15% of the Common Stock and warrants underlying the units sold in the offering) in any combination thereof, at the public offering price per share and per warrant, respectively, less underwriting discount and commission, solely to cover over-allotments, if any. A full-text copy of the amended prospectus is available for free at https://is.gd/jzz54T About Blink Charging Co. Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/, http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is a national manufacturer of public electric vehicle (EV) charging equipment, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. The Company's name change to Blink Charging from Car Charging Group, Inc., integrates the Company's largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data. Car Charging reported a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Blink Charging had $1.90 million in total assets, $67.79 million in total liabilities, $825,000 in series B convertible preferred stock, and a $66.71 million total stockholders' deficiency. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLUE DIAMOND: Hires Sheehan & Nugent as Attorney ------------------------------------------------ Blue Diamond, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Sheehan & Nugent, P.L.L.C., as attorney to the Debtor. Blue Diamond requires Sheehan & Nugent to: a. assist in, among other things, the administration of its Estate and to represent the Debtor-in-Possession on matters involving legal issues that are present or are likely to arise in the case; b. prepare any legal documentation on behalf of the Debtor-in- Possession; c. review reports for legal sufficiency; and d. furnish information on legal matters regarding legal actions and consequences and for all necessary legal services connected with Chapter 11 proceedings including the prosecution and defense of any adversary proceedings. Sheehan & Nugent will be paid at the hourly rate of $400. Sheehan & Nugent will also be reimbursed for reasonable out-of-pocket expenses incurred. Martin P. Sheehan, partner at Sheehan & Nugent, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sheehan & Nugent can be reached at: Martin P. Sheehan, Esq. SHEEHAN & NUGENT, P.L.L.C. 41 Fifteenth Street Wheeling WV 26003 Tel: (304) 232-1064 Fax: (304) 232-1066 About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel to the Debtor. Brewer & Giggenbach, PLLC, is the special counsel. BLUE DIAMOND: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Blue Diamond LLC as of Feb. 9, according to a court docket. About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel. William C.Brewer, Esq., at Brewer & Giggenbach, PLLC, serves as the Debtor's special counsel. BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Blue Ridge Arsenal, Inc. 14725 K Flint Lee Road Chantilly, VA 20151 Business Description: Blue Ridge Arsenal, Inc., based in Chantilly, Virginia, owns a full line shooting sports store and range facility. Blue Ridge is open seven days a week and can accommodate group activities or classes with advance notice. Its requirements to use the range are that all shooters must be 21 years of age or accompanied by someone who is; be or be with someone who is familiar with the firearms being used and an experienced shooter; and, upon entering the range have either their own or rented ear and eye protection. Blue Ridge is an affiliate of Blue Ridge Arsenal at Winding Brook LLC, which sought bankruptcy protection on Sept. 18, 2017 (Bankr. E.D. Va. Case No. 17- 13138). The Company was founded in 1989 and maintains a Web site at: http://www.blueridgearsenal.com Chapter 11 Petition Date: February 9, 2018 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Case No.: 18-10472 Judge: Hon. Klinette H. Kindred Debtor's Counsel: Robert M. Marino, Esq. REDMON PEYTON & BRASWELL, LLP 510 King Street, Suite 301 Alexandria, VA 22314-3143 Tel: 703-684-2000 Fax: 703-684-5109 E-mail: rmmarino@rpb-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Earl L. Curtis, president. A full-text 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/vaeb18-10472.pdf BON-TON STORES: BofA, Wells Fargo Lead DIP Lending Syndicate ------------------------------------------------------------ The Bon-Ton Stores, Inc. disclosed in a regulatory filing the members of its DIP lending consortium. The DIP Lenders are: * BANK OF AMERICA, N.A., as Agent, a Co-Collateral Agent, a Tranche A Lender, and an Issuing Bank; * WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Collateral Agent, a Tranche A Lender, and an Issuing Bank; * CITIZENS BANK OF PENNSYLVANIA, as a Tranche A Lender; * PNC BANK NATIONAL ASSOCIATION, as a Tranche A Lender; * FIFTH THIRD BANK, as a Tranche A Lender; * TD BANK, N.A., as a Tranche A Lender; * SIEMENS FINANCIAL SERVICES, INC., as a Tranche A Lender; * BLUE HILLS BANK, as a Tranche A Lender; * WEBSTER BUSINESS CREDIT CORPORATION, as a Tranche A Lender; * SPECIAL SITUATIONS INVESTING GROUP, INC., as a Tranche A-1 Lender; * GOLDMAN SACHS FUNDING INTERNATIONAL, as a Tranche A-1 Lender; * GORDON BROTHERS FINANCE COMPANY, LLC, as a Tranche A-1 Lender; * GACP I, L.P., as a Tranche A-1 Lender; * CRYSTAL FINANCIAL LLC, as a Tranche A-1 Documentation Agent; * CRYSTAL FINANCIAL SPV, as a Tranche A-1 Lender; * CRYSTAL FINANCIAL SBIC LP, as a Tranche A-1 Lender; * PATHLIGHT CAPITAL, LLC, as a Tranche A-1 Lender; * SPECIAL VALUE CONTINUATION PARTNERS, LP, as a Tranche A-1 Lender; and * TENNENBAUM ENHANCED YIELD OPERATING, LLC, as a Tranche A-1 Lender Bon-Ton Stores said in a Form 8-K filing with the Securities and Exchange Commission that on February 7, 2018, the Company entered into a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement 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 agents and lenders party thereto. The DIP Credit Agreement provides 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. Approximately $525 million in pre-petition obligations, including letters of credit, under the Second Amended and Restated Loan and Security Agreement -- Prepetition ABL Agreement -- dated as of March 21, 2011, by and among The Bon-Ton Department Stores, Inc., the Company, the other obligors thereunder, certain financial institutions as lenders and Bank of America, N.A., as agent, will be rolled into the DIP Credit Agreement and will constitute obligations thereunder. Accrued and unpaid interest under the Prepetition ABL Agreement and related fees and expenses (other than certain prepayment premiums) were paid in cash on the closing date of the DIP Credit Agreement. The stated maturity of the DIP Credit Agreement is 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. The Debtors used the proceeds of the DIP Credit Agreement on the closing date of the DIP Credit Agreement to refinance the Prepetition ABL Agreement, to pay certain fees and expenses related to the DIP Credit Agreement and to pay accrued and unpaid interest and certain fees and expenses under the Prepetition ABL Agreement. After the closing date of the DIP Credit Agreement, the Debtors expect to use the proceeds of the DIP Credit 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 post-petition 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. A full-text copy of the Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of February 7, 2018, among the Bon-Ton Stores, Inc., certain of its direct and indirect subsidiaries, Bank of America, N.A., as administrative agent and co-collateral agent, Wells Fargo Bank, National Association, as co-collateral agent and certain other agents and lenders party thereto, is available at https://is.gd/UQo62s 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. The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, the Debtor disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP as counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as co-counsel; PJT PARTNERS LP as investment banker; AP SERVICES, LLC, as financial advisor; A&G REALTY PARTNERS LLC, as real estate advisor; and PRIME CLERK LLC, as claims agent. BON-TON STORES: Feb. 15 Meeting Set to Form Creditors' Panel ------------------------------------------------------------ William K. Harrington, United States Trustee for Region 3, will hold an organizational meeting on Feb. 15, 2018, at 10:00 a.m. in the bankruptcy case of The Bon-Ton Stores. The meeting will be held at: The Doubletree Hotel 700 King Street 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 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. The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, the Debtor disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; PJT Partners LP as investment banker; AP Services, LLC, as financial advisor; A&G Realty Partners LLC, as real estate advisor; and Prime Clerk LLC, as claims agent. BOSS LITHO: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Boss Litho, Inc. 2380 Peck Rd. City of Industry, CA 90601 Business Description: Boss Litho, Inc. -- http://bosslitho.com-- is a printing and packing company located in City of Industry, California. The Company has the latest state of the art equipment including sheeters to cut the paper from the rolls to the simple sheet; prepress for proofing; U.V. coating machines for finishing; shrink wrapping machines; folder gluer machines for packaging; complete bindery for cutting, folding and stitching; high-speed Bobst die cutter with blanking; and Bobst BMA foil stamping and embossing machines. Chapter 11 Petition Date: February 9, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-11454 Judge: Hon. Sandra R. Klein Debtor's Counsel: Michael S. Kogan, Esq. KOGAN LAW FIRM APC 1849 Sawtelle Blvd., Suite 700 Los Angeles, CA 90025 Tel: 310-954-1690 E-mail: mkogan@koganlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jean Paul Nataf, president. A full-text copy of the petition, along with a list of 19 unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb18-11454.pdf BROOKLYN CENTER: Moody's Hikes (GOULT) Debt Rating to Ba1 --------------------------------------------------------- Moody's Investors Service has upgraded to Ba1 from Ba2 the underlying rating on the Brooklyn Center Independent School District 286, MN's outstanding general obligation unlimited tax (GOULT) debt. The district has $50.2 million of GOULT debt outstanding, of which $2.1 million carries the general obligation (GO) underlying rating. The remaining $48 million carries the enhanced only rating (Aa2 stable). The outlook was revised to stable. RATINGS RATIONALE The upgrade to Ba1 reflects the district's improved financial position, and a modest, concentrated tax base with below average resident income levels. The rating also incorporates the recent passage of an excess operating levy, and an elevated debt and pension burden. RATING OUTLOOK The stable outlook reflects Moody's expectation of projected financial stability given the district's intent to maintain reserves at current levels. It also reflects operational stability given recent passage of an excess operating levy and growing enrollment trends that will stem increases in operating expenses. FACTORS THAT COULD LEAD TO A UPGRADE Substantial moderation of debt and pension burdens Sustained growth and expansion of the district's tax base and wealth indices Continued growth in financial reserves and/or liquidity FACTORS THAT COULD LEAD TO A DOWNGRADE Reductions in reserves and/or liquidity Growth in the district's debt and pension burdens Contraction of the district's tax base and weakening of its socioeconomic profile LEGAL SECURITY The district's outstanding GO bonds are secured by the district's GOULT pledge to levy a dedicated property tax levy that is unlimited by rate or amount. USE OF PROCEEDS Not Applicable PROFILE The district covers 2.8 square miles within Hennepin County (Aaa stable). It provides early childhood through twelfth grade education to 2,440 students and serves portions of the City of Brooklyn Center. The district's population is estimated at 9,256. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. BRYAN DEARASAUGH: $165K Sale of Conway Property Approved -------------------------------------------------------- Judge Ben Barry of the U.S. Bankruptcy Court for the Eastern District of Arkansas authorized Bryan and Karen Dearasaugh's sale of the real property located at 1620 and 1624 Robinson Avenue in Conway, Faulkner County, Arkansas to Kenneth Jones and Leslie Allen for $165,000. The sale is free and clear of all liens, claims, interests, and encumbrances; and is on a strictly " as is, where is" basis with no warranties being extended except as to title. On the Closing Date, the closing agent will pay all required closing costs for the sale. Proceeds from the sale of the Real Property will be paid as follows: a. There will be a 5% real estate commission on each tract of Real Property described herein and in the Motion; b. Any delinquent or current real estate taxes will be paid in full at closing; c. Each party will pay closing costs as set forth in the Purchase Agreement; d. Remaining net proceeds will be paid as follows: i. As to 1618-1620 Robinson, Conway, Arkansas, to the first mortgage holder, Bayview Loan Servicing, LLC, on Loan 9852 to pay such loan in full, then $3,156 to First Security Bank to be applied to the balance on any remaining loans between the Debtors and First Security Bank to such loans as First Security Bank decides at its discretion. ii. As to 1622-1624 Robinson, Conway, Arkansas, to the first mortgage holder, Bayview Loan Servicing, LLC, on Loan 2769 to pay such loan in full, with the balance in an amount not less than $3,000.00 to Bryan and Karen Dearasaugh, Debtors in Possession, c/o Keech Law Firm, PA, 2011 S. Broadway, Little Rock, Arkansas 72206, to pay Chapter 11 administrative fees and expenses, which include, attorneys' fees to the Debtors' counsel. e. Any sales proceeds paid to First Security Bank will not be an extinguishment of or payment-in-full of indebtedness of any loans due and owing by the Debtors to First Security Bank, and the Real Property will be the sole property released by First Security Bank from any liens which it may hold. The Order will be effective immediately upon its entry and the 14-day set forth in Rule 6004(g) of the Federal Rules of Bankruptcy Procedure will not apply. Bryan and Karen Dearasaugh sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 17-10969) on Feb. 20, 2017. The Debtors tapped Kevin P. Keech, Esq., at Keech Law Firm, PA, as counsel. CALDEL HOLDINGS: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: CalDel Holdings, LLC 26-15th Avenue San Francisco, CA 94118 Business Description: CalDel Holdings, LLC, headquartered in San Francisco, California, is a merchant wholesaler of household appliances and electrical and electronic goods. CalDel, a small business Debtor as defined in 11 U.S.C. Section 101(51D), was organized on Oct. 17, 2017, in the State of Delaware as a limited liability company. Chapter 11 Petition Date: February 9, 2018 Case No.: 18-30146 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Peter R. Chernik, Esq. LAW OFFICES OF PETER R. CHERNIK 28 15th Ave. San Francisco, CA 94118 Tel: (415) 387-7500 Estimated Assets: $1.77 million as of Dec. 31, 2017 Estimated Liabilities: $1.21 million as of Dec. 31, 2017 The petition was signed by Peter R. Chernik, manager. The Debtor lists Universal Semiconductor, Inc., as its sole unsecured creditor holding a claim of $500,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb18-30146.pdf CALIFORNIA RESOURCES: Inks New Midstream JV and Equity Investment ----------------------------------------------------------------- California Resources Corporation has entered into a midstream joint venture with a portfolio company of the Private Equity Group of Ares Management, L.P. The Ares portfolio company invested $750 million for certain common and preferred equity interests in the venture. In addition, the Ares-led investor group purchased approximately 2.34 million shares of common stock of CRC in a private placement for an aggregate purchase price of $50 million in cash, or $21.33 per share based on a recent volume-weighted average price. The joint venture owns the Elk Hills power plant, a 550 MW natural gas fired power plant, and a 200 million cubic foot per day cryogenic gas processing plant located outside of Bakersfield, California. Under a new long-term commercial agreement, CRC will purchase power and gas processing from the joint venture. CRC has the option to redeem the common and preferred equity interests held by the Ares portfolio company at any point during the first seven and one-half years of the joint venture. Joint ventures provide an opportunity for CRC to prudently build on its solid track record of performance and accelerate sustainably profitable initiatives. CRC will continue to identify opportunities to invest in high-return projects while also continuing to strengthen its balance sheet. Todd Stevens, president and CEO of CRC, said, "We are proud to have Ares as a strategic partner in our midstream joint venture at Elk Hills, and believe their equity investment validates the strong positioning of our world-class assets and flexible business model. With our ongoing focus on value creation, we intend to deploy transaction proceeds toward the best available alternatives to drive shareholder returns over the long term." Approximately $297 million of the transaction proceeds is being used to repay the Company's outstanding bank revolver balance. CRC will continue to allocate capital to its project inventory using its disciplined value creation index investment methodology, which has generated VCIs of greater than 1.7x over the last two years that are significantly above the Company's cost of capital. Additional information regarding the transactions is available at: https://is.gd/UBLVM5 About Ares Management Ares Management, L.P., is a publicly traded, leading global alternative asset manager with approximately $106 billion of assets under management and approximately 1,000 employees as of Sept. 30, 2017. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares seeks to deliver attractive performance to its investor base across its credit, private equity and real estate strategies. The firm is headquartered in Los Angeles with offices across the United States, Europe, Asia and Australia. Its common units are traded on the New York Stock Exchange (NYSE: ARES). About California Resources California Resources Corporation -- http://www.crc.com/-- is an independent oil and natural gas exploration and production company operating properties exclusively within the State of California. The Company was incorporated in Delaware as a wholly-owned subsidiary of Occidental on April 23, 2014, and remained a wholly-owned subsidiary of Occidental until if was spun off. On Nov. 30, 2014, Occidental distributed shares of the Company's common stock on a pro rata basis to Occidental stockholders and the Company became an independent, publicly traded company, referred to in the annual report as the Spin-off. Occidental retained approximately 18.5% of the Company's outstanding shares of common stock which it has stated it intends to divest on March 24, 2016. The Company is headquartered in Based in Los Angeles, California. California Resources reported net income of $279 million for the year ended Dec. 31, 2016, compared to a net loss of $3.55 billion for the year ended Dec. 31, 2015. As of Sept. 30, 2017, California Resources had $6.18 billion in total assets, $6.75 billion in total liabilities and a total deficit of $574 million. * * * As reported by the TCR on Nov. 14, 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016. In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CARBONDALE GLEN: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Affiliated Debtors that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Carbondale Glen Lot L-2, LLC 18-10284 14140 Ventura Boulevard, #302 Sherman Oaks, CA 91423 Carbondale Peaks Lot L-1 18-10286 H18 Massabesic Holding Company, LLC 18-10287 H33 Hawthorn Holding Company, LLC 18-10288 H50 Sachs Bridge Holding Company, LLC 18-10289 H64 Pennhurst Holding Company, LLC 18-10290 Hawthorn Investments, LLC 18-10291 Lilac Valley Investments, LLC 18-10292 Massabesic Investments, LLC 18-10293 M58 Springvale Holding Company, LLC 18-10294 M96 Lilac Valley Holding Company, LLC 18-10295 Pennhurst Investments, LLC 18-10296 Sachs Bridge Investments, LLC 18-10297 Springvale Investments, LLC 18-10298 Type of Business: Carbondale Glen Lot L-2, LLC and its subsidiaries are affiliates of the Woodbridge Group of Companies, LLC, whose cases are currently being jointly administered under Lead Case No. 17-12560. Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise is a comprehensive real estate finance and development company. http://woodbridgecompanies.com/ Chapter 11 Petition Date: February 9, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin J. Carey Debtors' Delaware Bankruptcy Counsel: Sean Matthew Beach, Esq. Edmon L. Morton, Esq. Ian J. Bambrick, Esq. Allison S. Mielke, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-576-3281 E-mail: sbeach@ycst.com emorton@ycst.com ibambrick@ycst.com amielke@ycst.com Debtors' Legal Counsel: Samuel A. Newman, Esq. Oscar Garza, Esq. Daniel B. Denny, Esq. GIBSON, DUNN & CRUTCHER, LLP 333 South Grand Avenue Los Angeles, CA 90071-3197 Tel: (213) 229-7000 Fax: (213) 229-7520 E-mail: snewman@gibsondunn.com ogarza@gibsondunn.com ddenny@gibsondunn.com - and - J. Eric Wise, Esq. Matthew K. Kelsey, Esq. Matthew P. Porcelli, Esq. 200 Park Avenue New York, NY 10166 Tel: (212) 351-4000 Fax: (212) 351-4035 E-mail: ewise@gibsondunn.com mkelsey@gibsondunn.com mporcelli@gibsondunn.com Counsel for the Official Committee of Unsecured Creditors: James I. Stang, Esq. Richard M. Pachulski, Esq. Jeffrey N. Pomerantz, Esq. PACHULSKI STANG ZIEHL & JONES 10100 Santa Monica Boulevard, 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: jstang@pszjlaw.com rpachulski@pszjlaw.com jpomerantz@pszjlaw.com - and - Bradford J. Sandler, Esq. Colin R. Robinson, Esq. 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.com crobinson@pszjlaw.com Counsel to the Ad Hoc Noteholder Group: Steven K. Kortanek, Esq. Patrick A. Jackson, Esq. Joseph N. Argentina, Jr., Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 E-mail: Steven.Kortanek@dbr.com patrick.jackson@dbr.com joseph.argentina@dbr.com - and - James H. Millar, Esq. Michael P. Pompeo, Esq. DRINKER BIDDLE & REATH LLP 1177 Avenue of the Americas, 41st Floor New York, New York 10036-2714 Tel: (212) 248-3140 Fax: (212) 248-3141 E-mail: james.millar@dbr.com michael.pompeo@dbr.com Counsel to Ad Hoc Unitholder Group: Jamie L. Edmonson, Esq. VENABLE LLP 1201 N. Market Street, Suite 1400 Wilmington, Delaware 19801 Tel: (302) 298-3535 Fax: (302) 298-3550 E-mail: jledmonson@Venable.com - and - Jeffrey S. Sabin, Esq. 1270 Avenue of the Americas New York, New York 10020 Tel: (212) 307-5500 Fax: (212) 307-5598 E-mail: ssabin@Venable.com Debtors' Financial Advisor: Larry Perkins John Farrace Robert Shenfeld Reece Fulgham Miles Staglik Lissa Weissman SIERRACONSTELLATION PARTNERS, LLC 400 South Hope Street, Suite 1050 Los Angeles, CA 90071 Tel: (213) 289-9060 Fax: (213) 232-3285 E-mail: lperkins@scpllc.com rfulgham@sierraconstellation.com mstaglik@sierraconstellation.com Debtors' Claims, Noticing Agent and Administrative Advisor: GARDEN CITY GROUP INC. P.O. Box 10545 Dublin, Ohio 43017-0208 Toll Free: 1-888- 735-7613 E-mail: WGCInfo@choosegcg.com Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petition was signed by Bradley D. Sharp, chief restructuring officer. A full-text copy of Carbondale Glen Lot L-2's petition is available for free at: http://bankrupt.com/misc/deb18-10284.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ G3 Group Trade $992,112 8020 Floral Ave Los Angeles, CA 90046 Tel: (805) 557-1075 Email: docs@gthregroup.com Dane Coyle Custom Homes Inc. Trade $784,207 23945 Calabasas Rd Ste 101 Calabasas, CA 91302 Ophelia Ovenson Tel: (805) 857-0198 Precise Investment Group Commission $679,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 Builder's Team Trade $594,628 8949 Sunset Blvd #201 West Hollywood CA 90069 Tel: (310) 734-7846 Email: info@buildersteam.com City of Los Angeles Trade $571,477 PO Box 30879 Los Angeles, CA 90030-0879 Tel: (213) 473-3231 Janckila Construction Inc. Trade $527,223 75 Buckskin Dr Carbondale, CO 81623 Bret Byman Tel: (970) 963-7239 Email: ken@janckilaconstruction.com David Goldman Commission $379,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 OHS Design & Development LLC Trade $353,700 500 Shatto PL, #411 Los Angeles, CA 90020 Paul Oh Tel: (213) 739-1512 Email: info@ohsdd.com Brook Church-Koegel Commission $349,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 The I-Grace Company Trade $284,081 1964 Westwood Blvd, Ste 425 Los Angeles, CA 90025 John Gasparyan Tel: (310) 645-1555 Email: info@igrace.com Nicole Walker Commission $279,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 Darin Baker Commission $229,800 Sean Renninger Commission $229,191 KAA Design Group Inc. Trade $172,383 Los Angeles Dept of Water and Trade $154,615 Power John Labib & Associates Trade $132,390 Email: info@labibse.com Kim Tavares Commission $100,473 Alba Environmental Services Inc. Trade $92,080 Email: info@albademo.com BT Construction & Development Trade $88,530 Email: btconstruction@mac.com Steve Glick Commission $73,898 Boswell Construction Trade $70,902 Email: info@buildboswell.com HM DG Inc. Trade $68,234 Email: info@hmdginc.com Studio Tim Campbell Trade $62,748 Email: info@studiomk26.com Plus Development LLC Trade $61,700 Email: la@plusdevelopmentgroup.com A Logan Insurance Brokerage Trade $59,481 Email: info@aloganins.com Walker Workship Design Build Trade $59,460 Email: info@walkerworshop.com Standard LLP Trade $55,000 Email: info@standardarchitecture.com StudioMK27 Arquitetos LTDA Trade $45,000 Email: info@studiomk26.com Ronand Diez Commission $27,558 Javid Construction Inc. Trade $25,686 Email: timmyjavid@hotmail.com CDRH PARENT: S&P Alters Outlook to Negative & Affirms 'B-' CCR -------------------------------------------------------------- Jacksonville, Fla.-based wound care services provider CDRH Parent Inc. (doing business as Healogics Inc.) continues to face headwinds in the form of slowing volumes for its hyperbaric oxygen therapy chambers (HBOTCs) treatment. At the same time, the company faces the appeal of the Medicare fraud lawsuit and the separate civil investigation by the U.S. Department of Justice (DOJ). S&P Global Ratings affirmed its 'B-' corporate credit rating on CDRH Parent Inc. and revised the rating outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B-' rating on the company's secured debt. Our recovery rating on this debt remains '3', indicating our expectation for average (50%-70%; rounded estimate: 50%) recovery for lenders in the event of payment default. "We also affirmed our 'CCC' rating on the company's senior secured second-lien term loan. Our recovery rating on this debt remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of payment default." The outlook revision on CDRH follows a year of mixed operating performance. The company faces adverse market headwinds in the form of slowing volumes for its hyperbaric oxygen therapy chambers (HBOTCs) treatment, which partially offsets revenue growth achieved from an increase in the number of Healogics specialty physicians staffing its centers, higher chamber sales, and an increase in new patient volumes for other wound care. At the same time, the company needs to contend with its aging capital structure; its revolver is scheduled to mature in June 2019. While we believe the company is well-positioned to extend or refinance the revolver before this debt becomes a current maturity, we note that there is little margin for error in 2018. S&P said, "Our negative rating outlook on CDRH reflects our view that the company has little margin for error in 2018, given our assessment that the company meeting or exceeding our current base case will be very important to its successfully refinancing its revolver in 2018 (before it becomes a current maturity)." CENVEO INC: Feb. 14 Meeting Set to Form Creditors' Panel -------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on Feb. 14, 2018, at 10:30 a.m. in the bankruptcy case of Cenveo, INC., et al.. The meeting will be held at: Lotte Palace Hotel 455 Madison Avenue New York, NY 10022 (the Villard Ballroom) 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 Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ: CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, we pride ourselves on delivering quality solutions and services every day for our more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. In the Chapter 11 cases, the Debtors tapped KIRKLAND & ELLIS LLP, as counsel; ROTHSCHILD, INC., as investment banker; ZOLFO COOPER LLC, as restructuring advisors; and PRIME CLERK LLC, as claims agent. CEVA GROUP: $260MM Bank Debt Trades at 3.17% Off ------------------------------------------------ Participations in a $260 million syndicated loan under which CEVA Group Plc is a borrower traded in the secondary market at 96.83 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.04 percentage points from the previous week. CEVA Group pays 550 basis points above LIBOR to borrow under the $260 million facility. The bank loan matures on March 19, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. CEVA GROUP: $400MM Bank Debt Trades at 3.17% Off ------------------------------------------------ Participations in a $400 million syndicated loan under which CEVA Group Plc is a borrower traded in the secondary market at 96.83 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.04 percentage points from the previous week. CEVA Group Plc pays 550 basis points above LIBOR to borrow under the $400 million facility. The bank loan matures on March 19, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. CEVA GROUP: $50MM Bank Debt Trades at 3.17% Off ----------------------------------------------- Participations in a $50 million syndicated loan under which CEVA Group Plc is a borrower traded in the secondary market at 96.83 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.04 percentage points from the previous week. CEVA Group 550 basis points above LIBOR to borrow under the $50 million facility. The bank loan matures on March 19, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. COLE HAAN: Bank Debt Trades at 2.37% Off ---------------------------------------- Participations in a syndicated loan under which Cole Haan LLC is a borrower traded in the secondary market at 97.63 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.99 percentage points from the previous week. Cole Haan LLC pays 400 basis points above LIBOR to borrow under the $320 million facility. The bank loan matures on February 1, 2020. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. CONDOMINIUM ASSOCIATION: Feb. 20 Auction of Temple Hills Property ----------------------------------------------------------------- Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the District of Maryland authorized The Condominium Association of The Lynnhill Condominium's bidding procedures in connection with the sale of the real estate, amenities and improvements (including residential units) located at 3103 and 3107 Good Hope Avenue, Temple Hills, Maryland to AHH16 Development, LLC, for $14.5 million, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 16, 2018 at 5:00 p.m. (EST) b. AHH will constitute a Qualified Bidder and the PSA (as amended) will constitute a Qualified Bid. c. If Dragone satisfies the conditions set forth in the Consent Order Resolving the Limited Objection of Dragone Realty, LLC to Motion for Approval of Auction and Bidding Procedures, Dragone will also constitute a Qualified Bidder, bound to purchase the Property for $14.5 million (subject to a higher bid by Dragone at the Auction). If Dragone does not satisfy the conditions set forth the in Consent Order, it will not be a Qualified Bidder and will not be eligible to participate in the Auction. d. Qualified Bid: All other bidders (other than AHH and Dragone) must offer at least $14,650,000 in cash consideration (if Dragone is not a Qualified Bidder, all other bidders must offer at least $14,500,000 in cash consideration). e. If AHH is going to compete at the Auction, then its first bid must exceed the Auction Baseline Bid by at least $150,000, taking into account its credit for the Break-Up Fee and Expense Reimbursement. f. Good Faith Deposit: 10% of the purchase price offered g. Auction: The Auction will take place on Feb. 20, 2018 at 10:00 a.m. (EST) at the offices of counsel for the Debtor, Pillsbury Winthrop Shaw Pittman LLP, 1200 Seventeenth Street NW, Washington, DC 20036. h. Sale Hearing: Feb. 27, 2018 at 10:00 a.m. (EST) i. Objection Deadline: Feb. 20, 2018 at 4:00 p.m. (EST) j. Expense Reimbursement: $200,000 k. Break-Up Fee: $600,000 A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Condominium_Association_143_Order.pdf Within three business days after the entry of the Order, the Debtor will serve notice of the Order and the Bidding Procedures upon all Notice Parties. Pursuant to Bankruptcy Code sections 105, 363 and 503, and Local Rule 6004-1(c), the Debtor's request to declare AHH as the stalking horse is granted, and the Break-Up Fee and the Expense Reimbursement are approved. In the event the Debtor consummates a sale of the Property to a Successful Bidder other than AHH, the Break-Up Fee and Expense Reimbursement will be payable from the first cash proceeds of any Alternative Closing. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h) and 9014 or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. About The Condominium Association of The Lynnhill Condominium The Condominium Association of the Lynnhill Condominium is an unincorporated condominium association that is in possession of the Lynnhill Apartments, two 7-story buildings located at 3103 and 3107 Good Hope Avenue, Temple Hills, Maryland 20748. The Property has 219 units, a parking lot and common areas. The Property's condition has deteriorated significantly in recent years, to the point that utilities were terminated on more than one occasion, by mid-2017 the Property was approximately 40% vacant, and by the fall of 2017, utilities were conclusively terminated and the balance of the units were vacated and abandoned. Prince George's County has determined that the Property is uninhabitable and has threatened to condemn the Property because it is a threat to the public and a burden to the county. Between the spring of 2016 and approximately Dec. 18, 2017, the Property was uninsured because of the Debtor's dire financial situation. The Debtor previously sought bankruptcy protection on July 2, 2014 (Bankr. D. Md. Case No. 14-20607) and April 28, 2010 (Bankr. D. Md. Case No. 10-19462). The Condominium Association of the Lynnhill Condominium, based in Temple Hills, MD, recently filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-10334) on Jan. 10, 2018. In the petition signed by Stanley Briscoe, acting president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Wendelin I. Lipp presides over the new case. Patrick John Potter, Esq., at Pillsbury Winthrop Shaw Pittman, LLP, serves as bankruptcy counsel to the Debtor. Kurtzman Carson Consultants LLC, is the Debtor's claims, noticing and balloting agent. CONDOMINIUM ASSOCIATION: Has Final OK to Obtain $1.25M Financing ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has entered a final order authorizing The Condominium Association of The Lynnhill Condominium to obtain a $1,250,000.00 secured postpetition loan from AHH16 Development, LLC, or its designee. As reported by the Troubled Company Reporter on Jan. 29, 2018, the Court entered an interim order authorizing the Debtor to obtain from AHH16 Development $450,000 of the debtor-in-possession financing. The Debtor has an immediate need to obtain the DIP Loan. Without the DIP Loan, the Debtor does not have sufficient capital to pay for the expenses associated with preserving the Property and administering this case. The Debtor's ability to pay for security, winterization and maintenance of the Property is essential to the Debtor's ability to close on the sale of the Debtor's property to AHH. The purpose of the DIP Loan will thus be to preserve and maintain the Property and effectuate a court-approved sale of the Property pursuant to the Chapter 11 plan. Pursuant to the DIP Loan, the DIP Lender has agreed to make a loan to the Debtor in the principal amount of $1,250,000, consisting of $850,000 in principal of new money and a $400,000 (in principal) roll-up of the Pre-Petition Advance, including up to $75,000 of AHH's fees and expenses incurred in connection with the DIP Loan, the purchase of the Property or this case and any claim (arising from the Debtor's default and a breach) under the Purchase and Sale Agreement between the Debtor and AHH. The DIP Lender agreed to make $450,000 of the DIP Loan available upon entry of the interim court order and the balance of the DIP Loan available upon entry of this final court order, all in accordance with the Commitment and this final court order. The Debtor will pay to the DIP Lender the DIP Claims as provided in this Final Order and the Commitment. In consideration for the DIP Loan, the Debtor is authorized and directed, without further order of the Court, to pay all fees and charges and to reimburse the DIP Lender for all reasonable out-of-pocket expenses and professional fees, subject to a $75,000 cap; provided, however, that if the Property is sold to the DIP Lender as anticipated, than all DIP Claims will be credited against the purchase price. A copy of the Debtor's request is available at: http://bankrupt.com/misc/mdb18-10334-140.pdf About The Condominium Association of The Lynnhill Condominium The Condominium Association of the Lynnhill Condominium is an unincorporated condominium association that is in possession of the Lynnhill Apartments, two 7-story buildings located at 3103 and 3107 Good Hope Avenue, Temple Hills, Maryland 20748. The Property has 219 units, a parking lot and common areas. The Property's condition has deteriorated significantly in recent years, to the point that utilities were terminated on more than one occasion, by mid-2017 the Property was approximately 40% vacant, and by the fall of 2017, utilities were conclusively terminated and the balance of the units were vacated and abandoned. Prince George's County has determined that the Property is uninhabitable and has threatened to condemn the Property because it is a threat to the public and a burden to the county. Between the spring of 2016 and approximately Dec. 18, 2017, the Property was uninsured because of the Debtor's dire financial situation. The Debtor previously sought bankruptcy protection on July 2, 2014 (Bankr. D. Md. Case No. 14-20607) and April 28, 2010 (Bankr. D. Md. Case No. 10-19462). The Condominium Association of the Lynnhill Condominium, based in Temple Hills, MD, recently filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-10334) on Jan. 10, 2018. In the petition signed by Stanley Briscoe, acting president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Wendelin I. Lipp presides over the new case. Patrick John Potter, Esq., at Pillsbury Winthrop Shaw Pittman, LLP, serves as bankruptcy counsel to the Debtor. Kurtzman Carson Consultants LLC, is the Debtor's claims, noticing and balloting agent. CONDOMINIUM ASSOCIATION: Hires Pillsbury as Bankruptcy Counsel -------------------------------------------------------------- The Condominium Association of the Lynnhill Condominium, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Pillsbury Winthrop Shaw Pittman LLP as bankruptcy counsel to the Debtor. Condominium Association requires Pillsbury to: a. advise the Debtor of its rights, powers and duties as the Debtor and debtor in possession; b. assist the Debtor in preparing its schedules and statements of financial affairs; c. negotiate and document financing required during the Debtor's Chapter 11 case; d. prepare all applications, motions, pleadings, proposed orders, notices, and other documents, and reviewing all financial reports, monthly operating reports and other documents to be filed by the Debtor; e. prepare, file, and prosecute the Debtor's chapter 11 plan of reorganization and disclosure statement; f. conduct a sale process, including an auction of the Property; g. represent the Debtor at the meeting of creditors and in proceedings and hearings in the Bankruptcy Court; and h. perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the Debtor's chapter 11 case. Pillsbury will be paid at these hourly rates: Patrick J. Potter, Partner $955 to $810 David L. Miller, Partner $940 to $800 Dania Slim, Counsel $780 to $725 Jason S. Sharp, Senior Associate $725 to $640 Nik Holtan, Associate $555 to $490 William J. Hotze, Associate $695 to $610 Andrew V. Alfano, Associate $560 to $495 On Jan. 9, 2018, Pillsbury applied approximately $194,000 of the $300,000 prepetition retainer to satisfy its invoice for services provided in December 2017. Pillsbury continued to incur fees for prepetition services from Jan. 1, 2018 to the Petition Date. Pillsbury intends to apply the remaining retainer funds, estimated to be about $106,000, to any outstanding invoices for prepetition services. Pursuant to the interim order authorizing the Debtor to obtain debtor in possession financing, Pillsbury received an agreed-upon $300,000 supplement to its retainer on Jan. 18, 2018, and an additional $366,000 supplement will be paid to Pillsbury under the final financing order. Pillsbury will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick J. Potter, partner of Pillsbury Winthrop Shaw Pittman LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Pillsbury can be reached at: Patrick J. Potter, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Tel: (202) 663-8928 Fax: (202) 663-8007 E-mail: patrick.potter@pillsburylaw.com About The Condominium Association of the Lynnhill Condominium The Condominium Association of the Lynnhill Condominium is an unincorporated condominium association that is in possession of the Lynnhill Apartments, two 7-story buildings located at 3103 and 3107 Good Hope Avenue, Temple Hills, Maryland 20748. The Property has 219 units, a parking lot and common areas. The Property's condition has deteriorated significantly in recent years, to the point that utilities were terminated on more than one occasion, by mid-2017 the Property was approximately 40% vacant, and by the fall of 2017, utilities were conclusively terminated and the balance of the units were vacated and abandoned. Prince George's County has determined that the Property is uninhabitable and has threatened to condemn the Property because it is a threat to the public and a burden to the county. Between the spring of 2016 and approximately Dec. 18, 2017, the Property was uninsured because of the Debtor's dire financial situation. The Debtor previously sought bankruptcy protection on July 2, 2014 (Bankr. D. Md. Case No. 14-20607) and April 28, 2010 (Bankr. D. Md. Case No. 10-19462). The Condominium Association of the Lynnhill Condominium, based in Temple Hills, MD, recently filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-10334) on Jan. 10, 2018. Stanley Briscoe, acting president, signed the petition. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Wendelin I. Lipp presides over the new case. Patrick John Potter, Esq., at Pillsbury Winthrop Shaw Pittman, LLP, serves as bankruptcy counsel to the Debtor. Kurtzman Carson Consultants LLC, is the Debtor's claims, noticing and balloting agent. CRYODORANT LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Cryodorant, LLC 8445 Freeport Parkway, Ste 175 Irving, Tx 75063 Type of Business: Cryodorant, LLC is a privately held domestic limited liability company based in Irving, Texas. Chapter 11 Petition Date: February 8, 2018 Case No.: 18-40276 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Martin K. Thomas, Esq. MARTIN THOMAS P.O. Box 36528 Dallas, TX 75235 Tel: (214) 951-9466 Fax: 855-301-8792 E-mail: thomas12@swbell.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel Schreimann, manager. The Debtor failed to incorporate in its petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txeb18-40276.pdf DEX SERVICES: Taps Terra Point as Auctioneer -------------------------------------------- DEX Services, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Terra Point, LLC, as auctioneer. The firm will conduct an auction of various equipment, trucks, trailers and machinery owned by the Debtor and used in its oilfield business. Terra Point will be paid a 10% seller's commission of the total amount of the sales proceeds and a 2.5% buyer's commission on top of the strike price. The firm has no connection with the Debtor or any of its creditors, according to court filings. Terra Point can be reached through: Tim Watters Terra Point, LLC 1213 Ranch Road 620 South, Suite 105 Lakeway, TX 78734 Phone: (512) 368-8299 About DEX Services DEX Services, LLC, is a privately-held company in Canadian, Texas, operating under the "Other Professional, Scientific, and Technical Services" industry. Its principal business address is 10955 Exhibition Lane Road, Canadian, Texas, 79014, Hempill County. DEX Services operates an oilfield services company, providing roustabout services to various customers, in and around Canadian, Texas. It owns three tracts of real property in Canadian, Texas on which the Debtor operates its oilfield services company. The real property is located at 10951, 10953, and 10955 Exhibition Lane Road. The three tracts of land contain the Company's offices, yard to store equipment, trucks, trailers, and machinery, and multiple mobile homes. DEX Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-50242) on Sept. 30, 2017. In the petition signed by James Poindexter, managing member, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Robert L. Jones. The Debtor is represented by Brad W. Odell, Esq. at Mullin Hoard & Brown, L.L.P. DIOCESE OF NEW ULM: Mediation Sessions Delay Plan Filing -------------------------------------------------------- The Diocese of New Ulm asks the U.S. Bankruptcy Court for the District of Minnesota to extend the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of the plan through and including June 26, 2018, and Aug. 25, 2018, respectively. The Court will hold a hearing on the Debtor's request at 10:00 a.m. on Feb. 22, 2018. Any response to the motion must be filed and served not later than Feb. 16, 2018. As reported by the Troubled Company Reporter on Oct. 25, 2017, the Court extended the Debtor's exclusive right to file a Chapter 11 plan until Feb. 26, 2018; and the exclusive period in which the Diocese may obtain acceptances of the plan until April 27, 2018. Since the filing of this bankruptcy case, the Diocese has attempted to pave the way for a successful mediation, including by negotiating various issues with the Official Committee of Unsecured Creditors and counsel for certain sexual abuse claimants, and undertaking communications and information sharing efforts with various insurance companies. The Diocese is continuing these efforts, including under the protocol agreed to at the January mediation session, and is hopeful that progress will continue to be made. However, the next mediation session likely will not commence until the spring of 2018 -- after the end of the current exclusive period for the Diocese to file a plan. In addition, even if the next mediation session is held in the spring, it may take more than one additional sessions to achieve resolutions with all or most parties involved. Prior to filing this motion, the Diocese's counsel discussed the extension requested with counsel for the Official Committee of Unsecured Creditors, who indicated that the Committee has no objection to the relief requested. The Diocese assures the Court that it is paying its bills as they become due. A copy of the Debtor's request is available at: http://bankrupt.com/misc/mnb17-30601-181.pdf About The Diocese of New Ulm The Diocese of New Ulm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3, 2017. The case is assigned to Judge Robert J. Kressel. In the petition signed by Monsignor Douglas L. Grams, vice general, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $50,000. James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the Debtor's legal counsel. DONCASTERS FINANCE: Bank Debt Trades at 2.06% Off ------------------------------------------------- Participations in a syndicated loan under which Doncasters Finance US LLC is a borrower traded in the secondary market at 97.94 cents-on-the-dollar during the week ended Friday, January 26, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.23 percentage points from the previous week. Doncasters Finance pays 350 basis points above LIBOR to borrow under the $615 million facility. The bank loan matures on March 27, 2020. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, January 26. EAST COAST TVS: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- East Coast TVS Inc. 18-40765 601 West Linden Avenue Linden, NJ 07036 Garden State Installations II, Inc. 18-40767 601 West Linden Avenue Linden, NJ 07036 Business Description: Founded in 2008, East Coast TVS Inc. is an electronics e-tailer based out of Linden, New Jersey. The Company sells televisions; audio equipment; video players and projectors; cameras and camcorders; and home appliances. http://www.eastcoasttvs.com/ Chapter 11 Petition Date: February 9, 2018 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtors' Counsel: Michael S Fox, Esq. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, NY 10019 Tel: 212-451-2300 Fax: 212-451-2222 E-mail: mfox@olshanlaw.com East Coast TVS's Estimated Assets: $100,000 to $500,000 East Coast TVS's Estimated Debt: $1 million to $10 million Garden State's Estimated Assets: $0 to $50,000 Garden State's Estimated Debt: $1 million to $10 million The petitions were signed by Isaac Barnathan, president. A copy of East Coast TVS's petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-40765.pdf A copy of Garden State Installations' petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-40767.pdf ECP GOPHER: Moody's Assigns B2 Corp. Family Rating; Outlook Stable ------------------------------------------------------------------ Moody's Investors Service assigned ECP Gopher Holdings, L.P. a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating. At the same time, Moody's assigned B2 ratings to Gopher Resource's proposed first-lien senior secured revolving credit facility and proposed first-lien senior secured term loan. The rating outlook is stable. The rating assignments follow the company's plan to raise $490 million of new senior secured debt -- a $40 million first-lien revolving credit facility and a $450 million first-lien term loan -- to help fund the recent leveraged buyout by private equity sponsor Energy Capital Partners. Moody's took the following rating actions on ECP Gopher Holdings, L.P., which will become Gopher Resource, LLC upon closing of the transaction: - Corporate Family Rating assigned at B2 - Probability of Default Rating assigned at B2-PD - First-Lien Senior Secured Revolving Credit Facility assigned at B2 (LGD3) - First-Lien Senior Secured Term Loan assigned at B2 (LGD3) - Rating outlook stable RATINGS RATIONALE The B2 CFR reflects Gopher Resource's small scale (revenues below $400 million), significant customer concentration, limited product diversity and heavy reliance on only two recycling facilities, making it vulnerable to potential disruption or operating inefficiencies. Moody's pro forma leverage of over 5.5x is high for the rating category but is partially offset by a solid free cash flow profile (expecting $20 million over the next 12-18 months) that should provide improving financial flexibility. The credit profile benefits from approximately 90% contracted revenues with the leading lead-acid battery manufacturers that include price commitments, and demand for recycled lead that is expected to exceed available recycling capacity and supply for the foreseeable future. Demand for recycled lead is driven by battery manufacturing with the large installed base of automotive lead-acid batteries in North America creating a recurring replacement cycle. The fee-for-service operating model minimizes commodity price risk with only about 10% of volumes and revenues vulnerable to spot market fluctuations. This aspect of Gopher Resource's business model is designed to accommodate ebbs and flows in demand from the company's conversion and cost-plus revenues. Gopher Resource is a leader in lead-acid battery recycling and within its niche focus has the footprint from which it can provide service to key customers in the Midwest and Eastern US. Longstanding customer relationships represent a key barrier to entry as customers are reluctant to switch providers given Gopher Resource's reliable, low conversion cost/high-yielding recycling facilities in Eagan, MN and Tampa, FL. Additionally, Gopher Resource's smelting capabilities can produce a wide variety of high-value alloys to meet customer specifications. Gopher Resource's adequate liquidity profile includes Moody's expectations for the cash balance to remain in-line with historical levels ($10 million - $15 million) and for free cash flow of at least $20 million over the next twelve months. This proposed financing is putting in place a $40 million revolving credit facility set to expire in 2023. With the expectation of growing free cash flow and largely contracted revenues, revolving availability is expected to approximate the entire $40 million over the next several years. The facility is subject to only a springing total net leverage ratio tested if the aggregate amount of outstanding borrowings exceeds a set percentage of the facility. The term loan does not have financial maintenance covenants. There are no near-term debt maturities and approximately $5 million of annual amortization payments required on the first-lien term loan. With the secured revolving facility and term loan, there are limited sources of alternate liquidity as substantially all assets are pledged. The rating outlook is stable, indicative of Moody's expectations for steady but modest contracted volumes and revenue growth driven by demand for recycled lead outpacing supply and for automotive battery replacement cycles to maintain historical trends. The stable outlook also anticipates margin improvement with higher operating leverage at both the Eagan facility through furnace efficiency improvements and the Tampa facility through higher volumes and improving cost controls. Steady deleveraging is also anticipated with debt-to-EBITDA approaching 5x by year-end 2018. Significant expansion of scale, reduced reliance on key customers, higher than anticipated growth in margins and free cash flow, boosted by better than expected volumes that translate into higher operating efficiencies, could result in an upgrade. Debt-to-EBITDA approaching 4x on a sustained basis and free cash flow-to-debt in the mid-to-high single digit range would be important for an upgrade. The ratings could be downgraded if debt-to-EBITDA remains at or above the mid-5x range or if free cash flow is flat-to-weaker than historical levels when excluding prior sponsor distributions. A lack of margin growth, possibly due to lower than expected efficiency improvements at the Tampa facility, a significant disruption in either plant's operations or unfavorable developments relating to lead-acid battery recycling initiatives could also negatively impact the ratings. Additionally, with headline risk always present, an accident related to lead handling/processing could also lead to a downgrade. Gopher Resource, LLC is a leading recycler of lead-acid batteries in North America with a majority of the refined lead being re-used in automotive and industrial batteries. Gopher Resource takes spent batteries, separates the lead, plastic and acid and through smelting and refining processes, produces lead, metal alloys and plastic pellets for its customers. Latest twelve month revenues for the period ending September 30, 2017 were approximately $360 million. The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in June 2014. ENTEGRIS INC: S&P Alters Outlook to Positive & Affirms 'BB' CCR --------------------------------------------------------------- U.S. semiconductor device fabrication products manufacturer Entegris Inc.'s revenue growth continued into 2017, closing the year with revenues up over 14% and growth broadly distributed across all segments. Profitability continues to improve as well, with S&P-adjusted EBITDA margins reaching over 28% and free cash flow of approximately $200 million, up from under $150 million in 2016. S&P Global Ratings revised its outlook to positive from stable on Billerica, Mass.–based Entegris Inc. and affirmed the 'BB' corporate credit rating. S&P said, "At the same time, we affirmed our issue-level ratings on the company's first-lien term loan and senior unsecured notes. The first-lien credit facilities consist of a $75 million revolver and a term loan with $134 million outstanding. The term loan is rated 'BBB-' with a '1' recovery rating. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery of principal in the event of a payment default. The $550 million senior unsecured notes are rated 'BB-' and have a '5' recovery rating. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 20%) recovery of principal in the event of a payment default. "The positive outlook reflects the company's strong execution, consistent revenue growth, and a positive industry environment that we believe will support ongoing EBITDA growth and low leverage throughout the next year. The company's total revenue--approximately 75% from wafer starts and approximately 25% from semiconductor capital expenditures--grew 13.6% to $350.6 million in the fourth quarter of 2017. The company's full-year revenues of $1.34 billion million grew 14% in 2017, up from 8.7% revenue growth in 2016. We expect the company to continue to generate strong revenue growth and stable EBITDA margins in 2018 as fab utilization and industry capital spending trends remain healthy. "The positive outlook reflects our expectation that Entegris will continue to grow revenues and EBITDA while gradually reducing debt levels through accelerated term loan repayment. The outlook also reflects our view that the company will continue to benefit as the industry undergoes various technology transitions (e.g. 3D NAND), and moves toward advanced process nodes (e.g. seven nanometer) that require increasing levels of chemical purity and more stringent thresholds for contamination. "We could raise the rating if Entegris is able to generate strong growth in revenues and free cash flow over the next 12 months while maintaining the company's EBITDA margin improvement and reducing debt. We could also raise the rating if the company maintains a consistent capital allocation program that provides for a sufficient amount of cash cushion on the company's balance sheet. "We could lower the rating if a slowdown in the semiconductor industry or a failure to secure customer design wins in leading edge nodes leads to EBITDA declines and leverage above 3x. A more aggressive financial policy leading to leveraged acquisitions or increased shareholder returns could also cause us to lower the rating." ET SOLAR: Hires Sensiba San Filippo as Accountant ------------------------------------------------- ET Solar, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Sensiba San Filippo LLP as accountant to the Debtor. ET Solar requires Sensiba San Filippo to do the following and will be paid, as follows: -- Preparation of the 2017 Federal and California Corporate tax returns. $3,800 base fee -- Provide accounting assistance, adjust or correct journal entries $2,000-$3,500 base fee -- Preparation and analysis of reporting requirements relative to a particular IRS form resulting from (i) an equity investment in certain foreign corporations or partnerships–Forms 5471 or 8865, (ii) an equity investment in a passive foreign investment company or qualified electing fund–Form 8621, (iii) an ownership interest held by a non-U.S. entity in the Company–Form 5472; or (iv) an interest in specified foreign financial assets or a financial interest in or signature authority over a foreign financial account – Form 8938 or FinCEN Report 114. $200 per hour -- Preparation and analysis of U.S. withholding reporting returns (IRS Form 1042 and related forms- withholding for non- U.S. investors). $210 per hour Sensiba San Filippo will be paid a retainer in the amount of $3,800. Sensiba San Filippo will also be reimbursed for reasonable out-of-pocket expenses incurred. John Volk, a partner at Sensiba San Filippo, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sensiba San Filippo can be reached at: John Volk SENSIBA SAN FILIPPO LLP 4900 Hopyard Road, Suite 200 Pleasanton, CA 94588 Tel: (925) 271-8700 Fax: (925) 271-8715 About ET Solar Based in Pleasanton, California, ET Solar, Inc., is a solar energy equipment supplier. ET Solar sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-43031) on Dec. 4, 2017. In the petition signed by Steppe Hao, its president, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Charles Novack presides over the case. Binder & Malter, LLP, is the Debtor's legal counsel. FAT FACE: Bank Debt Trades at 15.75% Off ---------------------------------------- Participations in a syndicated loan under which Fat Face Ltd is a borrower traded in the secondary market at 84.25 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.33 percentage points from the previous week. Fat Face Ltd pays 550 basis points above LIBOR to borrow under the $140 million facility. The bank loan matures on September 12, 2020. Moody's gave a B2 rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. FINJAN HOLDINGS: B. Riley Reports 8.6% Stake as of Dec. 31 ---------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Finjan Holdings, Inc. as of Dec. 31, 2017: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ---------- BRC Partners Opportunity Fund, LP 1,131,063 4.1% B. Riley Diversified Equity Fund 420,000 1.5% B. Riley Capital Management, LLC 1,613,316 5.8% B. Riley FBR, Inc. 761,639 2.7% B. Riley Financial, Inc. 2,374,955 8.6% The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 27,707,329 shares outstanding as reported in the Issuer's Form 10-Q filed with the SEC on Nov. 9, 2017 A full-text copy of the regulatory filing is available at: https://is.gd/WNKiPn About Finjan Established over 20 years ago, Finjan -- http://www.finjan.com/-- is a cybersecurity company focused on four business lines: intellectual property licensing and enforcement, mobile security application development, advisory services, and investing in cybersecurity technologies and intellectual property. Licensing and enforcement of the Company's cybersecurity patent portfolio is operated by its wholly-owned subsidiary Finjan, Inc. Finjan became a wholly owned subsidiary of Finjan Holdings in June of 2013 after a merger transaction, following which we began trading on the OTC Markets. The Company's common stock has been trading on the NASDAQ Capital Market since May 2014. Since the merger, the Company continues to execute on its existing business lines while outlining a vision and focusing on growth. Finjan is based in East Palo Alto, California. Finjan reported a net loss attributable to common stockholders of $6.43 million for the year ended Dec. 31, 2016, a net loss attributable to common stockholders of $12.60 million for the year ended Dec. 31, 2015, and a net loss of $10.47 million for the year ended Dec. 31, 2014. As of Sept. 30, 2017, Finjan Holdings had $45.32 million in total assets, $11.96 million in total liabilities, $18 million in redeemable preferred stock and $15.35 million in total stockholders' equity. "Based on current forecasts, management believes that our cash and cash equivalents will be sufficient to meet our anticipated cash needs for working capital for at least the next 12 months from the date of filing of this quarterly report. Such forecasts include approximately $5.9 million of licensing revenue to be received by March 31, 2018 under existing contracts. We may, however, encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated. If we need additional funding, either debt or equity, to support our licensing and enforcement activities, planned research and development activities and to better solidify our financial position, it may not be available on favorable terms, or at all. Under such circumstances, if we are unable to obtain additional funding on a timely basis, the Company may be required to curtail or terminate some or all our business plans," stated Finjan in its quarterly report for the period ended Sept. 30, 2017. FIRST RIVER: Seeks to Hire ASP as Financial Advisor, Appoint CRO ---------------------------------------------------------------- First River Energy, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Armory Strategic Partners, LLC, as its financial advisor and designate Scott Avila as its chief restructuring officer. Mr. Avila and his firm will provide restructuring advice; review the Debtor's financial information; work with the Debtor to develop a bankruptcy plan; negotiate with lenders and key vendors; and provide other services related to the Debtor's Chapter 11 case. The hourly billing rate for the CRO is $645. The hourly billing rates for any additional personnel range from $395 to $695, depending on the staff member assigned. Armory received pre-bankruptcy retainers in the total amount of $200,000. Mr. Avila, a principal of Armory, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Armory can be reached through: Scott Avila Armory Strategic Partners, LLC 1230 Rosecrans Avenue Manhattan Beach, CA 90266 Phone: 310.220.6400 E-mail: info@armorygroupllc.com About First River Energy 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. The Debtor hired Akerman LLP as its legal counsel, and Donlin, Recano & Company, Inc., as claims and noticing agent. FORTERRA INC: Bank Debt Trades at 5.87% Off ------------------------------------------- Participations in a syndicated loan under which Forterra Inc is a borrower traded in the secondary market at 94.13 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.05 percentage points from the previous week. Forterra Inc pays 300 basis points above LIBOR to borrow under the $1.9 billion facility. The bank loan matures on October 25, 2023. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. FOSSIL GROUP: S&P Affirms Then Withdraws 'B+' Corp. Credit Rating ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on Texas -based Fossil Group Inc. and withdrew its issue level rating on the company's $1.08 billion bank credit facility following its refinancing with new unrated debt. The outlook is negative. Subsequently, S&P withdrew its corporate credit rating on Fossil Group at the company's request. FREEDOM LEAF: Acquires 3,000 Shares of Green Market --------------------------------------------------- Freedom Leaf Inc. has entered into a purchase-sale of shares/equity purchase agreement with Luis Miguel Santos Juan and Ylenia Coves Sansano to acquire all of the Sellers' shares of Green Market Europe, S.L., limited liability company organized under the laws of Spain, with the Acquisition effective as of Jan. 5, 2018. Mr. Juan is the owner of 1,500 shares of Green Market while Ms. Sansano is the owner of 1,500 shares. On Feb. 5, 2018, the Company entered into Amendment No. 1 to Purchase Agreement with the Sellers, amending the Agreement to clarify and correct the payment terms for Green Market Europe in the Agreement. Pursuant to the Agreement, as amended, the Company paid 20,000 Euros to the Sellers and agreed to issue a total of 4,220,000 shares of Company common stock to the Sellers. The Company further agreed to issue an additional number of shares of Company common stock to each of the Sellers if the volume-weighted average price of the Company's common stock is less than $0.10/share on the date 6 months after closing, with the number of True-Up Shares equal to the following: ($121,000 - (2,110,000 x Six-Month VWAP)) / Six-Month VWAP. For example, if the Six-Month VWAP is $0.11/share, no True-Up Shares would be due to the Sellers, and if the Six-Month VWAP is $0.075/share, the Company would issue each of the Sellers an additional 703,334 shares. Additionally, if the volume-weighted average price of the Company's common stock is less than $0.01/share on Jan. 5, 2019 and the Sellers have not deposited any of the Shares in a brokerage account, the Company agreed that the Sellers would have the option to repurchase the assets of Green Market Europe from the Company for EUR100.00 and the assumption of all Green Market Europe liabilities. The Company does not believe that either share price contingency will be triggered. Full-text copies of the Purchase Agrement and the Amendment are available for free at: https://is.gd/77VYal https://is.gd/cNfefH About Freedom Leaf Based in Las Vegas, Nevada, Freedom Leaf Inc. -- http://www.freedomleaf.com/-- is currently devoting its efforts to the news, arts and entertainment niche, both in print and online publications, and to providing services to the cannabis/hemp industry. The Company generates revenue through paid advertising in publications, print and online, in the cannabis/hemp marketplace. The Company earns revenue from 1) providing consulting services to companies who are in its industry, 2) contracting with companies to brand, market, and sell their products and/or services, 3) providing seminars in this space, 4) selling branded products for the Company and others the Company represents, 5) selling licenses, both domestic and foreign, for the use of the Freedom Leaf brand that includes the Company's products and services, and 6) pursuing mergers and/or acquisitions having instituted an accelerator that began working with one company starting during the year ended June 30, 2017. Green & Company CPAs, Inc., in Temple Terrace, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2017, citing that the Company reported a net loss of $910,650 in 2017, and used cash for operating activities of $435,450. At June 30, 2017, the Company had a working capital, shareholders' equity and accumulated deficit of $467,659, $187,818 and $4,920,988, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Sept. 30, 2017, Freedom Leaf had $1.02 million in total assets, $905,345 in total liabilities, $174,000 in commitments and contingencies, and a total stockholders' defficit of $58,439. GETTY IMAGES: Bank Debt Trades at 5.41% Off ------------------------------------------- Participations in a syndicated loan under which Getty Images Inc is a borrower traded in the secondary market at 94.59 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.09 percentage points from the previous week. Getty Images Inc pays 350 basis points above LIBOR to borrow under the $1.9 billion facility. The bank loan matures on October 3, 2019. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. GOODWILL INDUSTRIES: Needs More Time to Deal With Bond Repayment ---------------------------------------------------------------- Goodwill Industries of Southern Nevada, Inc., asks the U.S. Bankruptcy Court for the District of Nevada further extend the exclusive periods during which only the Debtor can file a plan of reorganization and obtain solicitation of the plan through and including May 8, 2018, and July 9, 2018, respectively. Because of the substantial and ongoing rightsizing of the Debtor, especially with respect to its numerous leases, the Debtor requires time to figure out its next steps and to formulate a proposed Chapter 11 plan of reorganization. In this regard, the Debtor has used the initial period of this case to realign its business, which is necessary before it will deal with how to repay the bonds and emerge from bankruptcy. As reported by the Troubled Company Reporter on Dec. 4, 2017, the Court extended the exclusive period for the Debtor to file a plan of reorganization to March 9, 2018, as well as the period to secure acceptance of the plan to May 8, 2018. Over the last few years, and under the leadership of prior officers who are no longer with the organization, GSN engaged in an aggressive expansion of its presence in Southern Nevada. This expansion involved GSN entering into a variety of leases that ultimately have proven to be too expensive, unprofitable, and unnecessary. As a result, a significant part of GSN's initial restructuring efforts have involved reducing the number of locations through the rejection of various leases, and renegotiating other leases to more favorable economic terms. Since the Petition Date, the Debtor has moved quickly to right-size its footprint and to renegotiate many of its leases. Over the last few months Court has approved a series of motions approving amendments to numerous of the Debtor's existing leases, thereby resulting in significant cost savings to the estate, and the assumption those leases, as amended. The Debtor also continues its negotiations with its remaining approximately six landlords, and anticipates further potential lease-related stipulations and agreements, whether pursuant to its forthcoming proposed Chapter 11 plan of reorganization or otherwise. The Debtor's reorganization efforts have not been limited to its grappling with its unexpired leases. On Dec. 15, 2017, the Debtor tendered to the Indenture Trustee a preliminary draft of a Chapter 11 plan of reorganization to the Indenture Trustee, as well as a detailed financial model and projections for its operations and emergence from Chapter 11. On Dec. 18, 2017, the Debtor held an approximately three hour conference call with the Indenture Trustee and various individual bondholders explaining in great detail not only the progress in the Chapter 11 case to date, and the specific changes made, but also walking through its financial model and how it will continue to advance its progress. At or around this same time, and pursuant to the approved cash collateral stipulation between the parties, the Debtor also paid in full all of the Indenture Trustee's professionals' fees and costs incurred in the case to date through Nov. 30, 2017, in the total amount of $327,158. The Debtor also has scheduled a further meeting with the Indenture Trustee's professionals and a further conference call with the Indenture Trustee and individual bondholders for Feb. 7, 2018. The Debtor anticipates being in a position to file a proposed plan of reorganization in the next 30 days and thus potentially emerge from bankruptcy with a confirmed plan sometime mid-year. There are certain plan-related issues that the Debtor currently is attending to as well, including the potential retention of a financial advisor and/or bond and tax counsel to review its proposed plan and to assist in the preparation of plan effectuation documents, which may take some time. The Debtor will also be filing several applications seeking approval of other professional retentions, including the continued retention of its existing real estate broker for commercial industrial leases (Real Estate Asset Management), and a new retention application for an additional real estate broker for commercial retail leases (Sage Commercial Advisors). In sum, the Debtor's progress towards a successful reorganization in a reasonable time remains continuous and unrelenting, however, given the additional professional retentions that are necessary at this stage of the proceedings to assist in that endeavor, as well as the time needed for those professionals to get up to speed and ready to assist, the Debtor requires additional time before being in a position to file a proposed plan and disclosure statement. The Debtor says that its Chapter 11 case is rather large and complex. The Debtor is roughly a $35 million dollar a year operation with hundreds of employees, and, at least as of the Petition Date, about 20 locations and numerous more attended donation centers. The Debtor also owes $21,365,000 in secured debt to the Indenture Trustee that will also need to be restructured, including the assistance of specialized professionals to deal with such issues. The Chapter 11 case will only be about seven months old as of the hearing of this extension request, and thus the case has not languished due to inactivity by any means. In fact, the Debtor has filed most of its many motions with a request that matters be heard on shortened time given the exigencies of the case and the very rapid pace at which the Debtor is proceeding herein. The Debtor has aggressively and expeditiously taken actions to address its issues and to lay the groundwork for a reorganization plan. As demonstrated by the Debtor's draft financial model and ongoing financial reporting pursuant to a cash collateral arrangement with its Indenture Trustee, the Debtor has the financial ability to confirm a viable Chapter 11 plan. To the best of the Debtor's knowledge, it is generally paying all undisputed post-petition debts on a timely basis as they come due on a go forward basis. The Debtor assures the Court that it is not seeking this extension to delay administration of this Chapter 11 case or to pressure its creditors to accept an unsatisfactory plan of reorganization. On the contrary, this request is intended to facilitate an orderly, efficient and cost-effective consensual plan with its Indenture Trustee, if possible. Accordingly, granting the extension of the Exclusive Periods requested by the Debtor is reasonable and appropriate under the circumstances. The Debtor adds that the extension will not harm its creditors or other parties in interest. Indeed, a termination of the Exclusive Periods by operation of Section 1121 of the U.S. Bankruptcy Code would defeat the very purpose of that section, which is to afford the Debtor a meaningful and reasonable opportunity to negotiate with its creditors, and then propose and confirm a plan of reorganization or other mechanism for the distribution and payment to the unsecured creditors in full. A termination would instead signal a loss of confidence by the Court in the Debtor and its reorganization efforts. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/nev17-14398-339.pdf About Goodwill Industries Founded in 1975 and headquartered in North Las Vegas, Nevada, Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a registered 501(c)(3) nonprofit, accepts the communities' gifts in the form of donated goods and sells those items to provide free job training and placement services for unemployed locals. In 2016, Goodwill of Southern Nevada served the job training needs of 14,465 and directly placed 3,004 individuals into local jobs. Goodwill also makes a significant impact on the environment through recycling and reuse practices. In 2016, there were 873,624 generous donors of goods who helped Goodwill divert over 26 million pounds from its local landfills. Goodwill Industries -- d/b/a Goodwill of Southern Nevada, Goodwill Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill Clearance Center, Goodwill Select, and Goodwill Donation Center -- filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-14398) on Aug. 11, 2017. In the petition signed by John Hederman, interim CEO, Goodwill Industries estimated its assets and debts at between $10 million and $50 million. Judge Bruce T. Beeley presides over the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Kamer Zucker Abbott as special counsel and Piercy Bowler Taylor & Kern Certified Public Accountants & Business Advisors as accountant and auditor. The Debtor employed Real Estate Asset Management, LLC as real estate broker. GULF MEDICAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Gulf Medical Services, Inc., as of Feb. 8, according to a court docket. About Gulf Medical Services Based in Pensacola, Florida, Gulf Medical Services, Inc. -- http://www.gulfmed.com/-- has been serving respiratory equipment, sleep therapy equipment, and medical equipment to its customers since 1987. The company accepts assignments and bills Medicare, Medicaid, Blue Cross Blue Shield, TriCare, and many other private insurance policies. Its gross revenue amounted to $7.89 million in 2017, $10.06 million in 2016 and $12.16 million in 2015. Gulf Medical Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-30012) on Jan. 5, 2018. Kenneth R. Steber, president, signed the petition. At the time of the filing, the Debtor disclosed $1.73 million in assets and $5.15 million in liabilities. Steven J. Ford, Esq., at Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A. serves as the Debtor's bankruptcy counsel. Judge Jerry C. Oldshue Jr. presides over the case. H MELTON VENTURES: Trustee Taps Cavazos Hendricks as Legal Counsel ------------------------------------------------------------------ H Melton Ventures LLC's Chapter 11 trustee seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel. Marilyn Garner, the bankruptcy trustee, proposes to employ Cavazos Hendricks Poirot, PC to give legal advice regarding the administration of the Debtor's estate; assist in the analysis of the estate's assets; advise the trustee regarding the best way to structure a plan for payment to creditors; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates range from $220 to $500 for attorneys and $75 to $135 for paraprofessional services. Lyndel Anne Vargas, Esq., a shareholder of Cavazos, disclosed in a court filing that the firm has no connections with the Debtor or any of its creditors. The firm can be reached through: Lyndel Anne Vargas, Esq. Cavazos Hendricks Poirot, PC Founders Square, Suite 570 900 Jackson Street Dallas, TX 75202 Phone: (214) 573-7316 Fax: (214) 573-7399 E-mail: LVargas@chfirm.com About H Melton Ventures H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43922) on Sept. 28, 2017, estimating $1 million to $10 million in both assets and liabilities, with the petitions signed by Michael Warden, its manager. Chapter 11 cases were also commenced by Michael G. Warden (Case No. 17-33888) and Henry J. Melton, II (Case No. 17-44206). The Hon. Russell F. Nelms presides over the cases. David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy counsel to the Holding Company, H Melton Ventures, LLC. The Debtors, Henry J. Melton II and H. Melton Ventures RD, LLC, hired Wiley Law Group, PLLC, as counsel. HALCON RESOURCES: Add-On Notes No Impact on Moody's B3 CFR ---------------------------------------------------------- Moody's Investors Service commented that Halcon Resources Corporation's proposed $200 million principal amount of additional senior unsecured notes due 2025 (Additional Notes) will not affect the company's existing credit ratings, including its B3 Corporate Family Rating (CFR) or stable outlook. The Additional Notes are being offered as an addition to the company's existing 6.75% senior unsecured notes due 2025, of which $850 million were issued in February 2017. The company repurchased $425 million principal amount of the notes at 103% of par plus accrued and unpaid interest in October 2017. The company will use the proceeds from the offering along with a concurrent approximately $50 million public equity offering to partially fund the acquisition of additional Delaware Basin acreage. "As Halcon builds and develops its Delaware Basin acreage position, Moody's expect the company's capital expenditures will significantly outspend operating cash flow," commented Amol Joshi, Moody's Vice President. "The company will need to manage its liquidity position while it pursues an aggressive spending plan." RATINGS RATIONALE Halcon's $625 million senior unsecured notes due 2025 (pro forma for the Additional Notes issuance) are rated Caa1, one notch below the B3 CFR under Moody's Loss Given Default Methodology. This notching reflects the priority claim given to the senior secured revolving credit facility within the capital structure. Halcon's B3 CFR reflects its small scale, with average daily production estimated to be approximately 6,300 barrels of oil equivalent per day in the fourth quarter of 2017, and the company is executing a drilling program to rapidly grow production. Halcon successfully reduced its significant debt and interest expense burden through the bankruptcy process from previously unsustainable levels, and a portion of the cash proceeds from its Bakken asset sale was used to further reduce debt balances. The announced Ward County acquisition will further expand the company's drilling inventory since the closing of its initial Delaware Basin acreage acquisition in early 2017, providing Halcon with a multi-year drilling inventory at favorable economics. However, Halcon will need to spend significant capital to develop the acquired acreage. Halcon's rating is constrained by its small asset footprint, and the execution risk involved in profitably developing its acquired acreage. Halcon's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity through 2018. Upon the sale of the Williston Basin operated assets, Halcon had $989 million of balance sheet cash as of September 30, 2017. After paying down a portion of its debt and other transactions including the sale of Williston Basin's non-operated assets, this cash balance was reduced to about $550 million. Pro forma for the Additional Notes and concurrent equity offering, Halcon is expected to have about $250 million in balance sheet cash by the end of 2018's first quarter. The company also has a $100 million borrowing base revolving credit facility, which was undrawn as of September 30, 2017. Negative free cash flow is expected to be funded with cash or borrowings under the revolving credit facility. The company's nearest maturity is the senior secured credit facility, which matures on September 7, 2022. The credit facility has two financial covenants: a maximum Total Net Indebtedness Leverage Ratio of 4.5x for the fiscal quarter ending June 30, 2018 dropping to 4x for any fiscal quarter thereafter, and a minimum Current Ratio of 1.0x. At September 30, the company was in compliance with its financial covenants. While the banks waived Halcon's compliance requirement with its leverage covenant for the first quarter of 2018, it is possible that Halcon's liquidity will weaken if production and EBITDA growth does not keep pace with Halcon's aggressive capital spending plan. The rating outlook is stable reflecting Moody's expectation that the company will grow production as anticipated while maintaining adequate liquidity. Halcon's ratings could be upgraded if the company's average daily production approaches 25,000 boe per day, while the leveraged full cycle ratio exceeds 1x and retained cash flow to debt exceeds 20% on a sustained basis after its hedges roll off. Halcon's ratings could be downgraded if retained cash flow to debt falls below 10% or production does not grow as anticipated. The ratings could also be downgraded if liquidity materially deteriorates. Halcon Resources Corporation is an independent exploration and production company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States. HANDSOME INC: Taps Harlow Adams as Legal Counsel ------------------------------------------------ Handsome, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Harlow, Adams & Friedman, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist the Debtor in its financial transactions; give advice regarding the validity of liens asserted against its property; 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: Partners $400 Associates $275 to $330 Paralegal/Legal Assistant $85 Harlow received a retainer in the sum of $4,813 prior to the Petition Date. James Nugent, Esq., a partner at Harlow, 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: James M. Nugent, Esq. Harlow, Adams & Friedman, P.C. One New Haven Ave, Suite 100 Milford, CT 06460 Tel: (203) 878-0661 Fax: (203) 878-9568 E-mail: jmn@quidproquo.com About Handsome Inc. Based in Easton, Connecticut, Handsome, Inc., is the owner of properties located in Monroe, Connecticut, with an estimated aggregate value of $419,600. Handsome, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 18-50122) on Feb. 1, 2018. In the petition signed by Todd Cascella, president, the Debtor disclosed $424,760 in assets and $3.02 million in liabilities. Judge Julie A. Manning presides over the case. Harlow, Adams & Friedman, P.C., is the Debtor's legal counsel. HARBOR BAR DOCKS: U.S. Trustee Says Plan Outline Inaccurate ----------------------------------------------------------- United States Trustee Patrick S. Layng objects to the approval of Harbor Bar Docks Incorporated's disclosure statement dated Jan. 22, 2018. The United States Trustee alleges that the Disclosure Statement inaccurately states that the case is a small business case. The Debtor did not check the box on its Voluntary Petition indicating that the Debtor is a small business debtor. The docket, therefore, does not indicate that this is a small business case. The Disclosure Statement is also inaccurate and incomplete. For example, the Disclosure Statement lists the only claim in this case (the secured claim of Hiawatha National Bank) as a priority tax claim, rather than a secured claim. The Disclosure Statement also does not describe the Debtor’s financial relationship with an affiliate, Harbor Bar, Inc. which is Case No. 17-10990. A copy of the U.S. Trustee's Objection is available at: http://bankrupt.com/misc/wiwb1-17-10989-39.pdf Attorney for U.S. Trustee: Thomas P. Walz Office of the U.S. Trustee 780 Regent St., Suite 304 Madison, WI 53715 (608) 264-5522, ext. 5643 About Harbor Bar Docks Incorporated Harbor Bar Docks Incorporated and Harbor Bar, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case Nos. 17-10989 and 17-10990) on March 26, 2017. The petitions were signed by Bradley Smith, president of Harbor Bar Docks. At the time of the filing, both Debtors disclosed that they had estimated assets and liabilities of less than $1 million. HARBOR BAR: Plan Disclosures Incomplete, U.S. Trustee Complains --------------------------------------------------------------- United States Trustee Patrick S. Layng objects to the approval of Harbor Bar, Inc.'s disclosure statement dated Jan. 22, 2018 because it does not provide adequate information. As a preliminary matter, the U.S. Trustee alleges that the Disclosure Statement inaccurately states that the case is a small business case. It is not clear whether the Debtor meets the definition of a "small business debtor" in Section 101(51D). However, the Debtor did not check the box on its Voluntary Petition indicating that the Debtor is a small business debtor. The docket, therefore, does not indicate that this is a small business case. The Disclosure Statement is also inaccurate and incomplete in numerous ways. The Disclosure Statement does not provide some of the most basic information necessary to evaluate Debtor's Plan of Reorganization, such as the holder and amount of several secured claims, an accurate description of the classes of claims, and the proposed treatment of those classes. The Court should not approve the Disclosure Statement unless it is amended to include sufficient information for creditors to determine whether to accept or reject Debtor's Plan. A copy of the U.S. Trustee's Objection is available at: http://bankrupt.com/misc/wiwb1-17-10990-40.pdf Attorney for U.S. Trustee: Thomas P. Walz Office of the U.S. Trustee 780 Regent St., Suite 304 Madison, WI 53715 (608) 264-5522, ext. 5643 About Harbor Bar Inc. Harbor Bar Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 17-10990) on March 26, 2017. The petition was signed by Bradley Smith, authorized representative. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. HHGREGG INC: Seeks April 5 Plan Exclusivity Period Extension ------------------------------------------------------------ hhgregg, Inc. and its affiliated debtors request the U.S. Bankruptcy Court for the Southern District of Indiana for an extension of the periods within which the Debtors have the exclusive right to file a chapter 11 plan or plans and to solicit acceptances of such plan or plans, through and including April 5, 2018, and July 5, 2018, respectively. The Debtors relate that over the last few months, they have continued to be focused on the successful wind-down of their estates in order to maximize the value of their assets for the benefit of their creditors. To this end, the Debtors, along with the Committee, are actively pursuing over 150 lawsuits based on chapter 5 claims in addition to numerous breach of contract claims. The Debtors are also continuing to evaluate what additional assets remain in order to maximize the value for their creditors. The Debtors have recently been working collaboratively with the Pre-Petition Secured Lenders, the DIP Lenders, and the Committee to negotiate an amendment to the DIP Agreement that maximizes the value of the Debtors' estate and the return to creditors. Finally, on December 14, 2017, the Debtors were able to file their Notice of Submission of Second Amendment to Debtor-in-Possession Loan and Security Agreement. The Debtors claim that extending the Exclusive Periods will allow the results of these extensive negotiations to play out in a way that benefits all constituencies as the Debtors work toward a liquidation of their remaining assets About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc., is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via http://www.hhgregg.com/ hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc., as tax advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17-01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. The Committee retained Province Inc. as financial advisor. The Committee tapped Chipman Brown Cicero & Cole, LLP as its special counsel. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms, and said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC, and Great American Group, LLC, to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. In an April order, the Bankruptcy Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc., and HHG Distributing, LLC, entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. As of June 8, 2017, the Debtors have completed store closing sales in all its stories. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HIDDEN VALLEY: Case Summary & Largest Unsecured Creditors --------------------------------------------------------- Debtor affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Hidden Valley Ranch I, LLC 18-01249 8711 E. Pinnacle Peak Rd. Suite F110 PMB 318 Scottsdale, AZ 85255 Hidden Valley Ranch II, LLC 18-01251 8711 E. Pinnacle Peak Rd. Suite F110 PMB 318 Scottsdale, AZ 85255 Business Description: Each of the Debtors is a privately held company in Scottsdale, Arizona. Chapter 11 Petition Date: February 9, 2018 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Madeleine C. Wanslee (18-01249) Hon. Paul Sala (18-01251) Debtors' Counsel: Gerald L. Shelley, Esq. FENNEMORE CRAIG, P.C. 2394 E. Camelback Road, Suite 600 Phoenix, AZ 85016-3429 Tel: 602-916-5439 Fax: 602-916-5639 E-mail: gshelley@fclaw.com Each Debtor's Assets: $1 million to $10 million Each Debtor's Liabilities: $1 million to $10 million The petitions were signed by Craig Davis, Sr., authorized representatives of the Debtors. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/azb18-01249.pdf http://bankrupt.com/misc/azb18-01251.pdf A copy of Hidden Valley Ranch I's list of 18 largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb18-01249_creditors.pdf A copy of Hidden Valley Ranch II's list of 13 largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb18-01251_creditors.pdf IHEARTCOMMUNICATIONS INC: Fitch Affirms 'C' Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has affirmed iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) at 'C'. Fitch has also downgraded the IDRs for Clear Channel Worldwide Holdings, Inc. (CCWW) and Clear Channel International B.V. (CCIBV) to 'B-' from 'B', reflecting the weakening credit profile of the outdoor subsidiary. CCWW and CCIBV are indirect, wholly-owned subsidiaries of Clear Channel Outdoor Holdings, Inc. (CCOH), iHeart's 89.5% owned outdoor advertising subsidiary. The Rating Outlook on the outdoor subsidiaries is Stable. iHeart's 'C' IDR reflects the likelihood for a near-term default and potential restructuring event, which increased following the company's strategic decision to not pay the $106 million cash interest payment on a more junior piece of debt that was due on Feb. 1, 2018. Fitch believes iHeart's decision reflects its efforts to continue to negotiate with senior lenders and reach an agreement out of bankruptcy court. The company has a 30-day grace period to make the payment, which will expire on March 3, 2018; otherwise it will be in default per the indenture governing the 14% senior notes due 2021. While liquidity was tight as of third quarter 2017 (3Q'17), with just $64 million in balance sheet cash at stand-alone iHeart (excluding the $222 million at CCOH), Fitch believes that iHeart likely has enough cash and available liquidity to make the payment. The company refinanced and extended its ABL facility in November (the new facility has a $250 million revolver depending on the borrowing base, and $65 million was outstanding at the time of the refinancing). iHeart also has additional liquidity levers it could utilize, including a potential capital raise at unrestricted subsidiary Broader Media, which holds 100 million shares of Clear Channel Outdoor stock. In Fitch's view, the company has limited runway absent a restructuring. iHeart's credit agreement contains a covenant that requires the absence of going-concern language in the annual audit. Fitch believes it is unlikely that iHeart will pass this hurdle particularly as the recent 10Q fillings have included such commentary questioning the company's ability to continue as a going-concern. The company's FCF deficits have expanded over the course of 2017, owing to operational weakness and some unfavourable trends in accounts receivables collections. iHeart has modest near-term maturities with $175 million of debt maturing in June 2018, but is nearing the $8.3 billion maturity wall in 2019 (with the $5 billion Term Loan D due in January 2019). The downgrade to a 'B-' IDR on CCWW and CCIBV reflects the weakening credit profile of CCOH. Outdoor's Fitch-calculated gross leverage has increased to 9.2x for the LTM period ending September 2017, up from roughly 8.0 at year-end 2016, owing to asset sales (Australia in 2016 and Canada in 2017), incremental debt issuance and higher costs. Fitch also notes that iHeart continues to sweep operating cash from its outdoor subsidiary through the intercompany note with CCOH. The outstanding balance has continued to increase, reaching $1.051 billion as of Sept. 30, 2017, up from roughly $928.8 million in the prior quarter. The intercompany note is a senior unsecured obligation of iHeart and is payable on demand. If iHeart were to file for bankruptcy, CCOH would become a senior unsecured creditor of iHeart. The company recently amended the terms of the intercompany note and extended its maturity from Dec. 15, 2017 to May 15, 2019. KEY RATING DRIVERS Missed Interest Payment: On Feb. 1, 2018, iHeart decided not to pay the $106 million in cash interest that was owed to holders of the 14% senior notes due 2021. The decision was strategic in nature as the company continues to negotiate with its various lending groups to reach an agreement on an out-of-court restructuring. iHeart has 30 days to make the interest payment, otherwise it will be in default under the indenture governing the 14% notes. However, in Fitch's view, the company has limited runway absent a restructuring. iHeart's credit agreement contains a covenant that requires the absence of going-concern language in the annual audit. Fitch believes it is unlikely that iHeart will pass this hurdle. Global Restructuring Efforts Continues: On March 15, 2017, iHeart commenced a global restructuring targeting approximately $14.6 billion in debt including substantially all of the outstanding debt at iHeart. The ratings reflect Fitch's view that the exchange offers would be considered distressed debt exchanges (DDE) and Fitch belief that they are being conducted largely to avoid a bankruptcy. Fitch notes that to date there has been minimal progress with lenders (just 0.4% of notes have been tendered). iHeart extended the exchange offers for the 20th time (until Feb. 16) in efforts to continue discussions with lenders. Highly Levered: iHeart's gross leverage was 12.9x for the LTM period ending Sept. 30 2017, and has been modestly increasing due to weaker than expected operating performance and debt issuance. Year-to-date adjusted OIBDAN was lower than Fitch's expectations, owing to higher radio programming expenses (talent renewals) and investment in sales as well as higher outdoor site lease expenses offset somewhat by the company's cost reduction efforts. iHeart's FCF deficits expanded to $688 million for the LTM period, as compared to $418 million in fiscal year (FY) 2016, driven by reduced operating cash flow and unfavorable working capital swings. iHeart issued a $150 million add-on to the 8.75% senior notes at international subsidiary, CCIBV, to bolster liquidity in August 2017. Tight Liquidity: Cash balances were low at just $64 million as of Sept. 30, 2017, excluding the $222 million in cash at subsidiary CCOH, of which $206 million is held internationally. iHeart recently refinanced and extended its ABL facility until 2020, which Fitch views positively. The facility includes a $300 million term loan component and a $250 million revolving component which will fluctuate based on the borrowing base. $365 million was outstanding at the time of the refinancing, including $65 million under the ABL revolver. iHeart has roughly $550 million in aggregate cash interest payments due during 1Q'18 and Fitch estimates $1.8 billion in cash interest for FY 2018. While near-term maturities are modest through 2018, the company has $8.3 billion in debt maturing in 2019. Levers to Address Maturities: iHeart has several levers to bolster near-term liquidity. However, Fitch believes these may be difficult to execute while iHeart is negotiating with lenders, particularly if it relates to outdoor assets or the 100 million shares of CCOH held by unrestricted subsidiary, Broader Media LLC. Outdoor Ratings: CCWW's IDR considers its stand-alone credit profile and its legal and operational relationship with iHeart. CCWW is an indirect wholly owned subsidiary of CCOH, an 89.5% indirectly owned subsidiary of iHeart that holds all its outdoor assets. Although there is material protection for CCWW, iHeart is expected to continue to extract cash from the entity. Outdoor Subsidiaries' Weakening Credit Profile: Fitch believes that the credit profile of the outdoor subsidiary has weakened owing to a combination of asset sales, debt issuance and weaker operating performance. Outdoor's Fitch-calculated gross leverage has increased to 9.2x for the LTM period, up from roughly 8.0x at year-end 2016. Fitch also notes that iHeart continues to sweep operating cash from its outdoor subsidiary through the intercompany note with CCOH. The outstanding balance has continued to increase, reaching $1.051 billion as of Sept. 30, 2017. DERIVATION SUMMARY iHeart's 'C' IDR reflects the increased likelihood for a near-term default and potential restructuring event following the company's strategic decision to not pay the $106 million cash interest payment on a more junior piece of debt that was due on Feb. 1, 2018. As the largest U.S. terrestrial radio broadcaster, the company's scale affords it the ability to garner EBITDA margins toward the high-end of the peer group. However, iHeart is unable to support its capital structure, including high cash interest costs that absorb all of the company's EBITDA generation. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Radio revenue growth relatively flat reflecting secular challenges in the radio segment and offset somewhat by the return of political revenues in even years. -- Fitch estimates declines in Outdoor revenue in 2017 reflect impact of non-core asset divestitures and that consolidated Outdoor revenues return to flat to low single-digit growth in 2018. -- EBITDA margins compresses in 2017 and remain at this level due to higher costs. -- Fitch estimates capex at the mid-point of management guidance of between $275 million-$300 million for 2017. Capex approximating 5% of revenues thereafter. -- iHeart fails to pay $106 million cash interest payment within the 30-day grace period. The company is in default under the indenture for the 14% senior notes due 2021. The company enters a Chapter 11 bankruptcy. -- iHeartCommunications, Inc.: The Recovery rating reflects Fitch's expectation that the enterprise value of the company and hence recovery rate for its creditors will be maximized in a restructuring scenario (as a going concern) rather than liquidation. Fitch estimates an adjusted distressed enterprise valuation of $5.6 billion using a 6.0x multiple and $855 million in going-concern EBITDA. The going-concern EBITDA is reflects the secular pressures on the radio sector and a cyclical decline in advertising revenues, which places pressures on revenues and EBITDA. -- 6.0x Multiple is slightly below recent trading and transaction multiples. Fitch believes it incorporates the level of deterioration in the operating profile of the radio business under a distressed scenario. -- Most recently, the public radio broadcasting peer set is trading at an EV/EBITDA multiple of 7.0x on average. Entercom Communications Corp. (Entercom) announced its acquisition of CBS Radio Inc. in February 2017. The merger transaction was valued at $2.86 billion or 7.2x projected 2017 cash flow per SNL Kagan. This marks a significant deterioration from historical transaction multiples. -- Assumes CCOH is sold for $5.5 billion at a 9.5x EBITDA multiple and once CCOH debt is paid off, 89.5% of the remaining value goes to iHeart. By Fitch's estimates, residual value to iHeartCommunications' debt holders is roughly $450 million. -- Recovery assumes proceeds are distributed pro rata among banks and senior note holders. -- Assumes fully drawn ABL Facility. -- The recovery analysis implies a 'C' issue rating and on the senior secured credit facilities and secured priority guarantee notes and a recovery rating of 'RR4'. The recovery implies a 'C' issue rating for the unsecured PIK notes and the iHeart legacy (pre-LBO) notes and a recovery rating of 'RR6'. -- Clear Channel Worlwide Holdings, Inc.: Fitch estimates an adjusted distressed enterprise valuation of $3.5 billion using a 7.0x multiple and $410 million in going-concern EBITDA. The going-concern EBITDA reflects the impact on revenues of a softening in the advertising market, which negatively impacts outdoor advertising revenues. Additionally, given the high fixed costs, EBITDA declines by a greater degree than revenues. -- The 7.0x multiple incorporates the Clear Channel Outdoor's leading position in North America. Fitch estimates that iHeart sold domestic non-core outdoor assets for a multiple of roughly 12.5x in 2016. Additionally, current public trading multiples are in the 11x-13x range. -- Assumes fully drawn subsidiary revolving credit facility of $75 million. -- The recovery implies a 'B+' issue rating on the senior unsecured notes, +2 from the 'B-' IDR and an 'RR2'. The recovery model implies a 'CCC+' issue rating and 'RR5' for the senior subordinated notes. -- Clear Channel International B.V.: Fitch estimates an adjusted distressed enterprise valuation of $602 million using a 6.0x multiple and $101 million in going-concern EBIDA. The going- concern EBITDA reflects the impact on revenues of a softening in the advertising market, which negatively impacts outdoor advertising revenues. Additionally, given the high fixed costs, EBITDA declines by a greater degree than revenues. The 6.0x multiple reflects the overall smaller scale of Clear Channel's international operations. The recovery model implies a 'B+' issue rating for the senior unsecured notes, +2 from the 'B-' LT IDR, and an 'RR2' category. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch does not expect any near-term improvement to the rating. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A negative rating action to 'D' would be taken if iHeart fails to pay the missed cash interest payment on the 14% senior notes due 2021 within the 30-day grace period. LIQUIDITY Liquidity was tight at 3Q'17 2017 with just $64 million in stand-alone iHeart balance sheet cash (iHeart had $286.4 million in balance sheet cash less $222.4 million held by subsidiary CCOH). Additionally, the company refinanced and extended its ABL facility in November. The facility includes a $300 million term loan component and a $250 million revolving component which will fluctuate based on the borrowing base. $365 million was outstanding at the time of the refinancing, including $65 million under the ABL revolver. iHeart's FCF deficits increased over the course of 2017 ($688 million for the LTM period ending September 2017 up from $418 million in full-year 2016), driven by higher operating expenses, weaker results in the radio unit, and unfavourable working capital swings owing mostly to slower accounts receivable collections. Fitch estimates $1.8 billion in cash interest payments over the next 12 months. iHeart also has near-term debt maturities including $175 million of 6.875% senior notes due on June 15, 2018 and $25 million in contractual catch-up payments on the iHeart 14% senior notes due 2021. The company's big hurdle remains the $8.3 billion maturity wall in 2019. Fitch remains concerned about a near-term default. Fitch does not believe that iHeart has enough liquidity to cover required interest and principal payments over the next 12 months, without completing a successful restructuring with lenders or conducting additional liquidity generating transactions. In addition to funding deficits, Fitch remains concerned that the company will trip the covenant in the bank credit facilities that requires the absence of going concern language in the annual audit. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: HeartCommunications, Inc. (iHeart): -- Long-term IDR at 'C'; -- Senior secured term loans at 'C/RR4'; -- Senior secured priority guarantee notes at 'C/RR4'; -- Senior unsecured guarantee notes due 2021 at 'C/RR6'; -- Senior unsecured legacy notes at 'C/RR6'. Fitch has downgraded the following ratings: Clear Channel Worldwide Holdings, Inc. (CCWW) -- Long-term IDR to 'B-' from 'B'; -- Senior unsecured notes to 'B+/RR2' from 'BB-/RR2'; -- Senior subordinated notes to 'CCC+/RR5' from 'B-/RR5'. Clear Channel International B.V. (CCIBV) -- Long-term IDR to 'B-' from 'B'; -- Senior unsecured notes to 'B+/RR2' from 'BB-/RR2'. INTERIOR & EXTERIOR: Plan Outline Conditionally Approved -------------------------------------------------------- Judge Susan D. Barrett of the U.S. Bankruptcy Court for the Southern District of Georgia issued an order conditionally approving Interior & Exterior Associates, Inc.'s small business disclosure statement with respect to its chapter 11 plan filed on Jan. 6, 2018. March 16, 2018 is fixed as the last day for filing written acceptances or rejection of the plan, and the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. A hearing will be held on March 22, 2018, at 10:00 AM, Federal Justice Center, Plaza Bldg, 600 James Brown Blvd (9th St), Augusta, GA 30901, to consider final approval of the disclosure statement and for the hearing on confirmation of the plan. About Interior & Exterior Associates Headquartered in Augusta, Georgia, Interior & Exterior Associates, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ga. Case No. 17-11176) on Aug. 8, 2017, estimating its assets and liabilities at between $100,001 and $500,000 each. The Debtor is represented by Charles W. Wills, Esq., at Wills Law Firm, LLC. ISLAND VIEW: Ch. 11 Trustee Hires Karalis PC as Counsel ------------------------------------------------------- Kevin O'Hallaron, the Chapter 11 Trustee of Island View Crossing II, L.P., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Karalis PC, as counsel to the Trustee. The Trustee requires Karalis PC to: a. advise the Trustee of his rights, powers and duties; b. advise the Trustee concerning, and assisting in the negotiation and documentation of the use of cash collateral and debtor in possession financing, debt restructuring and related transactions; c. review the nature and validity of agreements relating to the Debtor's business, and advise the Trustee in connection therewith; d. review the nature and validity of liens, if any, asserted against the Debtor, and advise the Trustee as to the enforceability of such liens; e. advise the Trustee concerning the actions he might take to collect and recover property for the benefit of the Debtor's estate; f. prepare on the Trustee's behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules, and other documents, and review all financial and other reports to be filed in the Chapter 11 case; g. advise the Trustee concerning, and prepare responses to, applications, motions, pleadings, notices and other papers which may be filed in the Chapter 11 case; h. counsel the Trustee in connection with formulation, negotiation and promulgation of a plan of reorganization and related documents; and i. perform all other legal services for and in behalf of the Trustee, which may be necessary or appropriate in the administration of the Chapter 11 case. Karalis PC will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Aris J. Karalis, a partner at Karalis PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Karalis PC can be reached at: Aralis J. Karalis, Esq. Karalis P.C. 1900 Spruce Street Philadelphia, PA Tel: (215) 546-4500 Fax: (215) 985-4175 E-mail: AKaralis@karalislaw.com About Island View Crossing II Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively), on June 30, 2017. Island View, Calnshire Estates, and Steeple Run, are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of the Debtors' corporate general partner. David B. Smith, Esq., at Smith Kane Holman, LLC, serves as the Debtors' bankruptcy counsel. They hired Stradley Ronon Stevens & Young, LLP, as special litigation counsel. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million, except for Calnshire Estates, which estimated its assets to be between $10 million to $50 million. On January 30, 2018, the U.S. Trustee for Region 3 appointed Kevin O'Hallaron as the Chapter 11 trustee in the case of Island View Crossing II, L.P. The Trustee hired Karalis PC, as counsel. J CREW GROUP: Stephen Squeri Quits from Board of Directors ---------------------------------------------------------- Stephen Squeri has resigned from the Board of Directors of J.Crew Group, Inc., effective Feb. 2, 2018. Mr. Squeri's resignation decreased the size of the Board to nine members. Mr. Squeri served on the Company's Board from September 2010 until March 2011 and rejoined the Board in June 2012 and has most recently served as a member of the Board's Audit Committee and Compensation Committee. Mr. Squeri's resignation is not due to a disagreement with the Company, the Board or management on any matter, according to a Form 8-K filed by the Company with the Securities and Exchange Commission. About J.Crew Group, Inc. Headquartered in New York, New York, J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of Nov. 21, 2017, the Company operates 269 J.Crew retail stores, 121 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, and 182 factory stores (including 42 J.Crew Mercantile stores). For the year ended Jan. 28, 2017, J. Crew reported a net loss of $23.51 million following a net loss of $1.24 billion for the year ended Jan. 30, 2016. As of Oct. 28, 2017, J.Crew Group had $1.22 billion in total assets, $2.41 billion in total liabilities and a total stockholders' deficit of $1.19 billion. * * * As reported by the TCR on July 19, 2017, S&P Global Ratings raised its corporate credit rating on J. Crew Group to 'CCC+' from 'SD'. "The rating action follows our review of J. Crew capital structure following the company's exchange of the unsecured PIK toggle notes maturing in 2019. J. Crew has a 'Caa2' Corporate Family Rating from Moody's Investors Service. J. Crew's 'Caa2' Corporate Family Rating reflects its weak operating performance and high debt burden, with Moody's-adjusted debt/EBITDA of 7.8 times (credit agreement debt/EBITDA of 10.3 times) and EBIT/interest expense of 0.6 times pro-forma for the debt exchange, as reported by the TCR on July 19, 2017. JOHN Q. HAMMONS: $1.5M Sale of Springfield Property to Hagale OK'd ------------------------------------------------------------------ Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized John Q. Hammons Fall 2006, LLC, and its affiliates to sell approximately 7 acres of vacant land in the Highland Springs development located in Springfield, Missouri, also known as 7 AC m/l Highland Springs, Missouri, to J.A. Hagale for $1.5 million. The sale is free and clear of all liens, claims, encumbrances, and other interests. At the time of closing, and from the proceeds of the sale, the Trust is authorized and directed to pay its share of the closing costs and all past due and outstanding taxes with respect to the Real Estate. The Trust is further directed to pay to Great Southern Bank in satisfaction of its lien on the Real Estate the greater of (1) 80% of the sale proceeds, less standard closing costs, or (2) $50,000. About John Q. Hammons Fall 2006 Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. In the petitions signed by Greggory D. Groves, vice president, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP, serve as the Debtors' bankruptcy counsel. The Debtors' conflict counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. JOHNS TRUCKING: To Pay BMO $3K Monthly at 5% Interest Over 5 Years ------------------------------------------------------------------ Johns Trucking Inc. filed with the U.S. Bankruptcy Court for the District of Utah a disclosure statement related to its plan of reorganization dated Jan. 30, 2018. Under the latest plan, Class 3 is now comprised of BMO Harris Bank N.A.'s secured claims. The Debtor and BMO have reached an agreement in which the Debtor will treat the total amount of BMO's secured claims as one fully secured claim in the amount of $179,286.35, which claim will be paid in full in monthly installments over a period of five years from the effective date of the plan, together with interest at the rate of 5% per annum. Pursuant to the stipulation reached with BMO, the Debtor will pay the adequate protection payments to BMO. With the application of the adequate protection payments, BMO's secured claim under the plan will be $162,961.35. The Debtor will make monthly payments in the amount of $3,075.28. The plan provides for the continued operation of the Debtor after confirmation by the Reorganized Debtor. Repayment of claims will be made from funds generated from the reorganized Debtor's operations. A copy of the Latest Disclosure Statement is available for free at: http://bankrupt.com/misc/utb17-20954-70.pdf About Johns Trucking Johns Trucking Inc. was organized in 1991 and operates a trucking business in Utah. Johns Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-20954) on Feb. 13, 2017. At the time of the filing, the Debtor estimated assets of less than $1 million. The case is assigned to Judge R. Kimball Mosier. Andres Diaz, Esq., and Timothy J. Larsen, Esq., at Diaz & Larsen, in Salt Lake City, Utah, serve as counsel to the Debtor. No trustee, examiner or creditors' committee has been appointed in the case. JONES ENERGY: Fitch Lowers IDR to CCC; Still on Watch Negative -------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of Jones Energy Holdings, LLC (JEH) and its parent, Jones Energy Inc. (NYSE: JONE), to 'CCC' from 'B-'. Fitch has maintained Negative Watch for both entities in anticipation of an update of Fitch's 'Corporate Rating Criteria' that will further expand the 'CCC' rating range to include '+' or '-' modifiers. Once the corporate criteria is updated, the IDR for both entities will be downgraded to 'CCC-'. Fitch has assigned a 'B/RR1' rating to JEH's proposed $450 million first lien bond issuance. In addition, Fitch has downgraded JEH's revolving credit facility to 'B'/'RR1' from 'BB-'/'RR1' and the senior unsecured notes to 'CCC-'/'RR5' from 'B-'/'RR4'. Once the corporate criteria is updated, the ratings for the revolving credit facility and the new first lien issuance will be downgraded to 'B-'/'RR1' and the senior unsecured notes will be downgraded to 'CC'/'RR5'. In Fitch's Recovery Ratings (RR) scale, 'RR1' denotes 91%-100% recovery and 'RR5' denotes 11%-30% recovery upon default. Net proceeds from the proposed $450 million first lien bond issue will be used to pay down most of the amounts outstanding under the $350 million revolving credit facility ($211 million drawn as of Dec. 31, 2017) and build cash on the balance sheet to fund drilling and completion activities primarily to fund the largely undeveloped Eastern Anadarko (Merge) acreage and secondarily the Western Anadarko Basin (WAB) acreage including the Cleveland. The company expects to maintain a $50 million borrowing base under the existing revolving credit facility at JEH with $25 million drawn at closing. The revolving credit facility matures in November 2019 and goes current in nine months. The IDR downgrade reflects deterioration in key credit metrics including Debt/EBITDA and interest coverage, a sustained negative FCF profile, potential for liability management, and potentially limited access to the bank funding when the revolving credit facility is paid off and replaced with a First Out Credit Facility as currently anticipated by JEH. While the proposed financing does increase cash on the balance sheet, increased debt levels and sustained negative FCF offset this credit positive. The rating reflects JONE's intention to unrestrict the undeveloped Merge assets to extract value longer-term but will have limited cash flow benefit to the existing unsecured notes and the new first lien bonds in the interim. The Merge assets represent approximately 34% of JONE's $626 million PV-10 as of Dec. 31, 2017. Fitch expects JEH to raise incremental capital to fund development at Merge and enhance value at the unrestricted subsidiary through a DrillCo, some form of equity, or a borrowing base driven revolving credit facility. Also factored in the rating is the company's small size relative to Fitch's coverage universe and the potential for future liability management. KEY RATING DRIVERS Structural Changes Introduce Near Term Value Leakage Risk: Creation of the unrestricted subsidiary allows management to attract incremental capital for the development and growth of the largely unproved Merge asset base, where recently there has been some encouraging well results. The first lien indenture as currently proposed provides for JONE to dilute its equity ownership in the proposed Merge unrestricted subsidiary to a minimum of 40%. Incremental sources of capital at the Merge unrestricted subsidiary may include a DrillCo, equity, preferred shares (non cash paying) or a borrowing base revolving credit facility, creating subordination risk until value is enhanced via development of this asset base. Fitch does not foresee any material cash distribution or cash flows from the Merge assets to JEH over the near to medium term. Furthermore, execution risks associated with development of Merge assets and commodity price volatility can adversely affect ownership value in Merge in the near term. Liquidity Concerns Linger: As of Dec. 31, 2017, JONE had $158 million of liquidity that consists of $19 million in cash and $139 million undrawn on the revolving credit facility. The $450 million first lien issuance will enhance the liquidity to fund drilling and completion activities and enhance longer term value of the Merge assets. However, given the company's drilling & completion schedule, associated capex requirements and negative free cash flow forecast, Fitch anticipates that liquidity could start becoming constrained beyond 2018. Fitch projects a $166 million FCF deficit during 2018 and forecasts year end 2018 liquidity of approximately $140 million to $150 million, which includes $25 million undrawn under the $50 million senior credit facility. Elevated Leverage: Following the issuance of $450 million in first lien notes, the credit metrics will deteriorate from previous expectations. Fitch forecasts consolidated Debt/EBITDA of 8.0x, 5.4x, and 4.8x in 2018, 2019 and 2020, respectively. Credit metrics will be materially weaker, approximately 20.0x in 2018-2019, on a deconsolidated basis based on the assumption that JEH executes a drillco at WAB and will not receive distributions or robust cash flows from the Merge over the near term until its full value is realized. Below Average Growth Profile: Production growth for JONE has been constrained by several factors, including capex cuts in response to the oil price downturn in 2015-2016 and the impact of asset divestitures. The company had laid down rigs in its core Cleveland (WAB) acreage to focus on the Merge but plans to continue some minimal activity. The company continues to work down its Drilled but Uncompleted (DUC) inventory which has sustained production volumes through 2017. The prospective plan for 2018 contemplates a two-rig Merge program as the WAB acreage will be primarily funded through a DrillCo with minimal capex contributions from JEH. Small Size Relative to Peers: JONE's total production in 4Q17 was approximately 21,207 barrels of oil equivalent per day, which is small relative to Fitch's actively monitored E&P peer universe. Full-year 2017 average daily production was 21,332 boe/day, an increase of 12% YoY. Fitch expects relatively flat production growth in 2018. A small production size can create additional calls on liquidity to fund drilling & completion activity in order to stem declines in the existing portfolio, as growing high yield exploration and production companies typically require liquidity buffers to manage commodity price volatility. The company was reasonably well-protected in 2017 and in prior years via hedge positions, and had the ability to monetize hedges to boost liquidity. JONE's ability to maintain and execute new hedges may be impacted by the reduced size of the revolving credit facility, a credit concern in Fitch's view. Liability Management Likely: Fitch believes that JONE is likely to engage in some form of liability management in the foreseeable future, driven by the need to reduce gross debt levels. This could be in the form of distressed debt exchanges or other methods. The proposed bond indenture has unlimited capacity to incur other junior lien debt. Asset sales are unlikely at this point following the recent sale of the Arkoma assets for $65 million. Recovery Estimates Updated. Unsecured Bonds Primed by Structural Changes: The recovery analysis for JONE incorporated a reserve based valuation approach, focusing on the Dec. 31, 2017 PV-10 that stood at $626 million. Fitch has the flexibility to apply a traded asset valuation method in line with Fitch corporate notching and recovery criteria for businesses with owned or operated assets that are actively traded through acquisitions or dispositions based on current and future expectations of commodity prices. Fitch reviewed current pricing multiples commonly used in the E&P sector for acquisitions and dispositions: ($/acre for example), or production based ($/flowing barrel, $/location). These multiples yielded a value close to the 12/31/2017 PV-10 value. Other Fitch related standard adjustments to were made to the valuation analysis. After deducting 10% for administrative claims, Fitch estimates that the $50 million senior secured revolving credit facility and the $450 million first lien bonds have recovery prospects of 'RR1'. The recovery value ascribed to the unsecured bonds drops to 'RR5' from an 'RR4' reflecting the increased secured amounts of debt issued above this class of debt. Fitch's current recovery analysis assumes JONE's 100% ownership in Merge. As JONE's ownership in Merge falls below 100%, it is likely that the recovery for the first lien notes and senior unsecured notes fall until the Merge assets are developed and their value enhanced through capital deployment. DERIVATION SUMMARY Jones Energy's credit profile is weaker than high-yield peers on several key metrics, including size, operational momentum, and leverage metrics. As of Sept. 30, 2017, JONE's total production of 21.4 mboe/d was comparable to REN (28.6 mboe/d, 'B-'), and less than peers LPI (60.0 mboe/d), CRZO (55.2 mboe/d), XOG (62.9 mboe/d, 'B+'), and RSPP (58.9 mboe/d). Fitch expects that production growth for JONE will lag peers, based primarily on liquidity constraints after 2018. Fitch also anticipates that leverage will be higher than peers in 2018. On a margin basis, JONE's netback margin (cash netback / unhedged revenue per boe) is less than peers, driven primarily by interest costs of $6.5 /boe. JONE's small production base exacerbates the impact of interest costs when measured on a $/boe basis. JONE's debt/flowing of $37,340 was above peers, including REN ($22,755, 'B-'), LPI ($24,246), CRZO ($31,146), XOG ($18,055, 'B+'), and RSPP ($25,367). KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Base case WTI oil price that trends up from $50/barrel in 2018 to a long-term price of $55.0/barrel; -- Base case Henry Hub gas that trends up from $3.00/mcf in 2018 to a long-term price of $3.25/mcf; -- Production grows at a CAGR of 17% through 2020, with liquids volumes growing faster than natural gas reflecting the growing contribution of highly economic Merge assets to the credit profile -- Capex in the out years are relatively flat given modest uplift from Fitch's base case price deck and reflecting efficiency gains; -- Assumes $450 million first lien bond issue pays down most of the amounts outstanding under the revolving credit facility; -- $50 million senior credit facility with $25 million drawn at closing. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Growth in production volumes, reserves, and EBITDA leading to production approaching 25-35 mboe/day; -- Maintenance of debt/EBITDA in the the 4.5-5.5x range, and debt/flowing barrel below $40,000; -- Sustained operational momentum and improvement in liquidity. Fitch expects that a resumption of sustained operational momentum (i.e. volume growth funding in a credit-neutral manner) and an improved liquidity outlook will be a key factor in positive rating actions. Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- Change in Fitch's corporate criteria that introduces '+' and '-' modifiers in 'CCC' rating category; -- Significant reduction in liquidity, inability to access capital to fund drilling and completion activity; -- Commencement of liability management exercises such as distressed debt exchanges. LIQUIDITY Liquidity Concerns Remain: As of Dec. 31, 2017, liquidity for JONE was $158 million, consisting of $19 million in cash and $139 million undrawn on the revolving credit facility. Fitch anticipates that liquidity could start getting constrained post 2018 given the company's drilling & completion schedule, associated capex requirements, higher interest costs and negative free cash flow forecast. This could limit incremental capital to be deployed into the drilling & completion program, which would further delay the company's ability to de-lever through volume and cash flow growth. Pro forma the $450 million proposed first lien issue, JONE's cash profile improves, which should support funding of the drilling program, and other general corporate purposes. Despite the near-term increased cash levels on the balance sheet, expectation for sustained cash burn in the forecast period results in constrained liquidity beyond 2018 in Fitch's view. Modest Near-Term Maturities: JONE has an extended bond maturity schedule, with $409 million of the 6.75% senior notes and $150 million of the 9.25% senior notes due 2022 and 2023, respectively. Pro forma the new first lien bond issue, which will have a 2023 maturity date, the company will have a reduced $50 million borrowing base under the revolving credit facility. The existing $350 million revolver is due to mature in November 2019 and goes current in nine months. The first lien bonds are expected to have a springing maturity 91 days before any maturity of $50 million or larger. Sustained Negative FCF: The liquidity enhancing move to improve cash levels on the balance sheet is offset by forecast cash burn between 2018 and 2020 driven by higher interest costs, and low operating cash flows. FULL LIST OF RATING ACTIONS Fitch has downgraded and maintained the following ratings on Rating Watch Negative: Jones Energy Holdings LLC -- Long-term IDR to 'CCC' from 'B-'; -- Senior secured credit facility to 'B''/RR1' from 'BB-'/'RR1' -- Senior unsecured notes to 'CCC-'/'RR5' from 'B-'/'RR4'. Jones Energy Inc. -- Long-term IDR to 'CCC' from 'B-'. Fitch has assigned and placed the following rating on Rating Watch Negative: Jones Energy Holdings LLC -- First lien senior notes 'B''/RR1'. JONES ENERGY: Moody's Rates Proposed $450MM First Lien Notes 'B2' ----------------------------------------------------------------- Moody's Investors Service assigned B2 senior secured rating to Jones Energy Holdings, LLC's (Jones) proposed $450 million first lien notes due 2023. Moody's also downgraded Jones' Corporate Family Rating (CFR) to Caa2 from Caa1, its Probability of Default Rating (PDR) to Caa2-PD from Caa1-PD, its senior unsecured notes rating to Caa3 from Caa2, and affirmed its SGL-3 Speculative Grade Liquidity rating. The outlook remains negative. Jones will use the proceeds of the notes offering to repay the majority of the borrowings under its revolver, which will then be downsized, to fund drilling needs and for general corporate purposes. "Jones Energy's ratings downgrade reflects increased debt and a likely increase in structural complexity," said Arvinder Saluja, Moody's Vice President. "Given the likelihood that Jones' assets in the Merge play will become unrestricted, the potential cash flows from their future production will be unavailable to service Jones' debt." Downgrades: Issuer: Jones Energy Holdings, LLC -- Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD -- Corporate Family Rating, Downgraded to Caa2 from Caa1 -- Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Assignments: Issuer: Jones Energy Holdings, LLC -- Senior Secured Notes, Assigned B2 (LGD2) Outlook Actions: Issuer: Jones Energy Holdings, LLC -- Outlook Remains Negative Affirmations: Issuer: Jones Energy Holdings, LLC -- Speculative Grade Liquidity Rating, Affirmed SGL-3 RATINGS RATIONALE Jones' Caa2 CFR reflects its modest scale, single basin concentration, heavy debt load, weak credit metrics, and high likelihood of increase in structural complexity. The company plans to focus its drilling efforts in the Merge assets in the eastern Anadarko basin, which Moody's expect Jones to fund with outside financing after it unrestricts its subsidiaries holding Merge assets. This will lead it to rely significantly on balance sheet cash to fund negative free cash flow from its remaining restricted subsidiaries that house the western Anadarko basin assets. Production and cash flow from these mature assets will decrease without adequate reinvestment resulting in less than 1x interest coverage and negative operating cash flow. Moreover, the credit accretion to the Jones' bondholders attributable to the future cash flows from potentially increased production in the Merge play will be limited. If Jones doesn't arrange outside financing and unrestrict the Merge assets, its cash on hand could prove inadequate to amply develop them beyond mid-2019; therefore, credit accretion could be limited in this scenario as well. Ratings benefit from the company's sizeable cash balance after the issuance of the proposed secured notes, which will fund negative cash flow at least through 2019 and from hedges on a significant proportion of its expected 2019-20 western Anadarko basin production. The proposed $450 million first lien notes are rated B2, three-notches above the Caa2 CFR given the superior position the secured notes occupy in the capital structure, and reflecting their priority claim to Jones' assets, excluding the Merge assets, which Moody's expect to become unrestricted. Given the declining asset coverage of debt, Moody's regards the B2 rating assigned to the first lien notes to be more appropriate than the B1 rating otherwise suggested by Moody's Loss Given Default Methodology. The Caa3 rating on Jones' senior unsecured notes reflects their subordination to the secured borrowings and the size of the senior secured claims relative to Jones' senior unsecured notes, which results in the senior unsecured notes being rated one notch below the CFR. Moody's considers Jones' liquidity to be adequate as evidenced by its SGL-3 liquidity rating. Liquidity is a function of Jones' over $200 million expected cash balance post the issuance of the proposed $450 million secured notes due 2023. The company will pay off majority of its borrowings outstanding under the revolver. Jones' $350 million secured borrowing base revolving credit facility, under which there were $211 million outstanding at December 31, will be downsized to a $50 million borrowing base revolver upon closing of the notes offering. Jones is expected to continue carrying a balance of $25 million on the downsized revolver. If the Merge assets become unrestricted as expected, the lower cash flow attributable solely to the restricted assets (from western Anadarko subsidiaries) would not be sufficient to cover interest and western Anadarko capex, resulting in cash burn in 2018 and beyond. If Jones internally funds the development of the Merge assets in 2018, its cash balances will be meaningfully lowered, potentially leading to weaker liquidity beyond mid-2019. The company is not expected to be subject to financial covenants in 2018 as they have been suspended. The revolver matures in November 2019 with no other maturities until 2022. The rating outlook is negative, reflecting negative cash from operations and the company's inability to cover interest expense solely from western Anadarko basin. Jones' ratings could be upgraded if retained cash flow (RCF) to debt is sustained over 10% EBITDA to interest approaches 2.0x and liquidity remains adequate. Ratings could be downgraded should cash plus revolver availability fall below $100 million. The principal methodology used in this rating was the Independent Exploration and Production Industry published in May 2017. Jones Energy Holdings, LLC is an independent oil and gas exploration and production company with producing operations focused on the Anadarko basin, headquartered in Austin, Texas. LARRY HEMBREE: $95K Sale of Washington Property to Family Life OK'd ------------------------------------------------------------------- Judge Basil H. Lorch, III, of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Larry D. Hembree's to cause Hembree Properties, Inc., to sell the real property located at 714 W. Walnut Street, Washington, Daviess County, Indiana, to Family Life Services, Inc. for $95,000. The proceeds of said sale, net of (a) any realtor's commission approved by separate order, (b) accrued property taxes, and (c) Sales Expenses assigned to the seller by the prospective buyer's written offer, will be paid by the closing agent to Springs Valley Bank & Trust Co. and applied by the bank to its loan to Hembree Properties, Inc., with the loan number ending in X6888. The order will be effective immediately upon its entry. Larry D. Hembree founded Hembree Properties, Inc. in 1997 and has at all times since been its sole owner. Mr. Hembree sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 16-70779) on Aug. 19, 2016. He tapped David M. Cantor, Esq., at Seiller Waterman, LLC, as counsel. LG MADRONE: Taps Charles B. Greene as Legal Counsel --------------------------------------------------- LG Madrone, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Offices of Charles B. Greene as its legal counsel. The firm will advise the Debtor regarding its obligations under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm does not represent any interest adverse to the Debtor or its estate, according to court filings. Greene can be reached through: Charles B. Greene, Esq. Law Offices of Charles B. Greene 84 W Santa Clara St., Suite 800 San Jose, CA 95113 Tel: (408) 279-3518 Email: cbgattyecf@aol.com About LG Madrone LLC Headquartered in Colorado Springs, Colorado, LG Madrone, LLC listed itself as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). LG Madrone is the fee simple owner of a real property located in Pebble Beach, California, valued by the company at $1.45 million. LG Madrone, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 18-50204) on Jan. 31, 2018. In the petition signed by Randy King, president of The Legacy Group, Inc., the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Stephen L. Johnson presides over the case. LINDA THE BRA LADY: Goes Belly-Up Amid Disaster Relief Loan ----------------------------------------------------------- Linda the Bra Lady LLC sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 18-12469) on Feb. 7, 2018, listing under $500,000 in assets and under $10 million in liabilities. Lisa Fickenscher, writing for the New York Post, reports that the Company has been struggling with debt issues since Hurricane Sandy when it took a government-backed disaster relief loan. It has been struggling since then to repay the loan. Founder Linda Becker operates two stores, one on Manhattan's East Side and another in southern New Jersey. The Company has been in business for 30 years. The Debtor is seeking bankruptcy court authority to use cash collateral and to pay prepetition wages, salaries, withholding taxes, designated payments and employee benefits. The Hon. Jerrold N. Poslusny Jr. presides over the case. The Debtor is represented by: E. Richard Dressel, Esq. Flaster Greenberg 1810 Chapel Avenue West, 3rd Floor Cherry Hill, NJ 08002 Tel: (856) 661-1900 Email: rick.dressel@flastergreenberg.com LINEAGE LOGISTICS: S&P Alters Outlook to Stable & Affirms 'B' CCR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Lineage Logistics LLC to stable from positive and affirmed its 'B' corporate credit rating on the company. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed $500 million senior secured term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. "We revised our outlook on Lineage to stable from positive after the company reported weaker-than-expected credit metrics for 2017, including an EBIT margin in the high single digit percent area. Although the company reported strong organic and acquisition-related revenue growth during the year, it also faced increased labor costs. Lineage attributed this increase to the competitive environment for warehouse workers in the U.S., which has experienced elevated demand for such workers due to the growth of ecommerce. Management implemented a number of initiatives related to labor retention and centralized recruitment in 2017, which it expects to improve the company's labor situation in 2018. "The stable outlook on Lineage Logistics reflects our expectation that the company's EBIT margin will remain in the 10% area because it faces challenging labor markets in many of its key North American regions. However, we also expect Lineage's credit metrics to improve modestly over the next 12 months, including an adjusted FFO-to-debt ratio in the high single digit percent area and a debt-to-EBITDA metric in the 8x-9x range. "Although unlikely over the next 12 months, we could consider downgrading Lineage if its credit metrics deteriorate such that its debt-to-EBITDA increases above 10x on a sustained basis. This could occur because of a large debt-financed acquisition, adverse market conditions, or a greater-than-expected impact from elevated labor costs. "We could consider raising our ratings on Lineage if the company is able to improve its EBIT margin to the low teens percent area and its FFO-to-debt ratio to around 10%. The company could achieve this by maintaining its operating discipline and reducing its labor costs. "We could also consider upgrading the company if it is able to continue to grow its market position in the cold storage warehousing industry." MAHIPAL RAVIPATI: $25K Sale of 2013 Mercedes ML350 Approved ----------------------------------------------------------- Judge Clifton R. Jessup, Jr. of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Mahipal Ravipati's private sale of 2013 Mercedes ML350, VIN 4JGDA5LB5DA167189, to Vinod Kumar Sontineni for $25,000. A hearing on the Motion was held on Feb. 5, 2018. The sale is free and clear of liens. Mahipal Ravipati sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 17-82502) on Aug. 24, 2017. The Debtor tapped Tazewell Shepard, Esq., at Tazewell Shepard, P.C., as counsel. Counsel for the Debtor: Kevin M. Morris, Esq. Tazewell T. Shepard, IV, Esq. SPARKMAN, SHEPARD & MORRIS, P.C. P.O. Box 19045 Huntsville, AL 35804 Telephone: (256) 512-9924 Facsimile: (256) 512-9837 MAHIPAL RAVIPATI: Sale of Medical Practice Denied Without Prejudice ------------------------------------------------------------------- Judge Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama denied without prejudice Mahipal Ravipati's sale of medical practice to Dr. William Freeman for $80,000, subject to higher and better offers. A hearing on the Motion was held on Feb. 05, 2018 at 3:00 p.m. Mahipal Ravipati sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 17-82502) on Aug. 24, 2017. The Debtor tapped Tazewell Shepard, Esq., at Tazewell Shepard, P.C., as counsel. Counsel for the Debtor: Kevin M. Morris, Esq. Tazewell T. Shepard, IV, Esq. SPARKMAN, SHEPARD & MORRIS, P.C. P.O. Box 19045 Huntsville, AL 35804 Telephone: (256) 512-9924 Facsimile: (256) 512-9837 MARSHALL MEDICAL: Fitch Hikes Rating on 2004B Bonds From BB+ ------------------------------------------------------------ Fitch Ratings has assigned an Issuer Default Rating (IDR) of 'BBB-' to Marshall Medical Center (MMC). The 'BBB-' IDR reflects the application of Fitch's revised criteria "U.S. Not-For-Profit Hospitals and Health Systems Rating Criteria" dated Jan. 9, 2017. In addition, Fitch Ratings has upgraded the rating on the following California Health Facilities Financing Authority bonds, issued on behalf of MMC to 'BBB-' from 'BB+': -- $20 million series 2004B auction rate (insured: Ambac Assurance Corporation). The Rating Outlook is Stable. SECURITY Debt payments are secured by a pledge of the gross revenues of the obligated group and a mortgage lien. There is a debt service reserve fund. The consolidated financials include a subsidiary, a surgery center that is non-obligated. The obligated group accounted for substantially all total assets and revenue of the consolidated entity in fiscal 2016 (Oct. 31 year end). Fitch's analysis is based on the consolidated entity. ANALYTICAL CONCLUSION The 'BBB-' IDR primarily reflects MMC's midrange net leverage profile under a stress scenario through the cycle relative to its operating profile. The Stable Outlook at the higher rating level reflects Fitch's expectation that MMC will improve profitability and operating margins at more historical levels over the medium term and manage its leverage position commensurate with a 'BBB-' rating. Comparatively weaker fiscal 2017 results reflect disruption from delayed federal approval of California's now-permanent provider fee schedule, though MMC's longer term track record of adequate cost management and consistent volume growth supports Fitch's expectation for a return to historically solid profitability levels. KEY RATING DRIVERS Revenue Defensibility: 'bbb'; Dominant Position in Weak Service Area MMC's midrange level of revenue defensibility is largely supported by its strong market position as the only hospital provider in its primary service area (PSA), which is made up largely of agricultural and suburban communities in El Dorado County's western slope. The mostly rural PSA and patient base drive Fitch's expectation for moderately elevated levels of Medicaid and self-pay revenues, which could worsen over time. This could affect the rating in the longer term if unfavorable demographic trends accelerate MMC's weakening payor mix beyond expected levels, shifting the Revenue Defensibility assessment to weak. Operating Risk: 'bbb'; Track Record of Adequate Cost Management and Capital Investment MMC's history of adequate cost management and volume growth supports Fitch's expectation for a return to more historically solid operating performance over the medium term. A comparatively weaker fiscal 2017 performance reflects short-term delays in federal approval of California's provider fee program, of which MMC is a beneficiary under the fee distribution. Given MMC's track record of elevated capital spending to fund strategic efforts, Fitch expects capital spending to generally track historical levels during times of historically moderate financial operations. Financial Profile: 'bbb'; Midrange Net Leverage and Maintained Flexibility in Stress Scenario MMC's liquidity position is expected to decline in fiscal 2017 (based on unaudited results) due to delays in MMC's ability to recognize operating revenue and cash flows. Despite this near-term decline, Fitch anticipates MMC will improve operations to historical levels and increase its liquidity position over the medium term to higher than historical levels without deferral of necessary spending, which would be necessary to support an assessment of the financial profile at the 'bbb' level. RATING SENSITIVITIES RETURN TO HISTORICAL FINANCIAL PERFORMANCE: The 'BBB-' rating and Stable Outlook reflect Fitch's expectations of MMC's return to more historical profitability levels. The rating would be pressured should MMC fail to restore operations to these levels in 2018 and future years, as continued weak profitability would likely reduce MMC's ability to handle further stress to a level inconsistent with a 'BBB' category rating. Similarly, should MMC's payor mix degrade much further than anticipated, it is possible that MMC's Revenue Defensibility assessment could be lowered to weak, negatively impacting the rating. Conversely, sustained improvement in profitability over the medium term should positively affect the rating and/or outlook, such that a higher rating is possible. MARYMOUNT UNIVERSITY: Moody's Affirms Ba1 Rating on 2015A/B Bonds ----------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 ratings on Marymount University's (VA) approximately $123 million of outstanding Series 2015A and 2015B revenue bonds issued through the Virginia College Building Authority. The outlook is stable. RATINGS RATIONALE The Ba1 rating reflects Marymount University's role as a small private university with a faith-based identity in the vibrant Washington D.C. metropolitan area. The rating favorably incorporates Marymount's conservative budgetary practices and careful use of limited resources consistent with fair strategic positioning. The recent opening of its sizeable Ballston Center project on time and on budget reflects prudent oversight. However, the new project added substantial financial leverage. Heavy reliance on student charges in a very competitive student market combined with modest total cash and investments limit credit strength. Additional challenges include limited philanthropic support, and future needs for capital investment. RATING OUTLOOK The stable outlook reflects Moody's expectation that Marymount will increase cash flow to more than amply cover rising debt service. The stable outlook also incorporates Moody's expectation that Marymount will prudently manage its fiscal operations in light of competitive enrollment pressures and demonstrate measured revenue growth. FACTORS THAT COULD LEAD TO AN UPGRADE - Substantial growth in financial reserves relative to debt - Sustained operating revenue growth including increases in net tuition revenue and philanthropic activity FACTORS THAT COULD LEAD TO A DOWNGRADE - Deterioration of operating performance given moderate liquidity and increasing debt service - Material deterioration in unrestricted cash - Reduction in headroom on debt covenants or covenant violations - Weak performance of commercial real estate held by university or its real estate partner LEGAL SECURITY The Series 2015A and 2015B bonds are general obligations of the university, secured by a deed of trust on certain campus properties and debt service reserve funds. The university has a debt service coverage financial covenant of 1.15x, which is measured at the end of each fiscal year. Should the coverage be less than 1.15x, unrestricted liquidity must be $25 million or greater to preclude an event of default. The university met its covenant test (2.4x) for fiscal 2017 and expects to be in compliance for fiscal 2018. USE OF PROCEEDS Not applicable. PROFILE Marymount University is a private coeducational Catholic institution located in Arlington, Virginia, and founded in 1950 by the Religious of the Sacred Heart of Mary, an international congregation of Catholic sisters. The university currently has four campuses in Arlington, and is within the Washington D.C. metropolitan area. RATING METHODOLOGY The principal methodology used in this rating was Higher Education published in December 2017. MAYFAIR-HAWAII: $3.8M Sale of DC Property to Wesley Approved ------------------------------------------------------------ Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the District of Columbia authorized Mayfair-Hawaii, LLC's sale of real property located at 1 Hawaii Avenue N.E., Washington, D.C., as improved by a 34-unit, multi-family, residential apartment project known as 1 Hawaii Avenue N.E. Apartments, to Wesley Housing Development Corp. of Northern Virginia for $3,825,000. The Debtor is authorized and directed to pay the secured claims of Fannie Mae and the District of Columbia, and any real estate taxes and utilities relating to the Property (prorated to the date of closing on the sale), from the proceeds of the sale of the Property at closing. The Debtor is authorized to take all necessary and reasonable actions to consummate the sale of the Property including the acceptance of the Sanford Contribution. It also is authorized to pay from the proceeds of the sale customary closing costs pursuant to the Purchase Agreement or as is typical for comparable real estate transactions within the District of Columbia. Pursuant to sections 365(a) and (b) of the Bankruptcy Code, the Debtor is authorized and directed to assume the Leases identified on Exhibit D attached to the Motion as of closing on the Sale of the Property. The Cure Amounts under the Leases are as set forth on Exhibit D to the Motion, and there are no defaults under the Leases requiring further compliance with section 365(b) of the Bankruptcy Code for their assumption by the Debtor and their assignment to Wesley. Pursuant to section 365(f) of the Bankruptcy Code, the Debtor is authorized and directed to assign the Leases to Wesley as of closing on the Sale of the Property. It is authorized to execute such documents or other instruments as may be necessary to assume and assign the Leases. Any and all rights, claims, and defenses of the Debtor with respect to the Leases are preserved. Sanford is authorized and directed to deposit $100,000 of the Sanford Contribution into escrow with the Debtor's bankruptcy counsel not later than Feb. 5, 2018. The Initial Deposit will be available to pay the costs of managing and maintaining the Property incurred by the Property's receiver for the period from and including Feb. 1, 2018 until closing on the sale of the Property or March 15, 2018, whichever occurs sooner. The Debtor's bankruptcy counsel will disburse that portion of the Initial Deposit necessary to cover the Receivership Costs in the same fashion and subject to the same documentation as Fannie Mae has disbursed funds to the receiver during the course of the case. Any portion of the Initial Deposit not required to pay the Receiver's costs of managing and maintaining the Property will be disbursed to pay Fannie Mae's secured claims or the other amounts due at closing on the Sale of the Property. Sanford is authorized and directed to deposit an additional $100,000 of the Sanford Contribution into escrow with the Debtor's bankruptcy counsel not later than Feb. 20, 2018. The Second Deposit will be disbursed to pay Fannie Mae's secured claims at closing on the Sale of the Property to Wesley, provided, however, should such closing not occur for any reason, the Second Deposit will be available to pay administrative expenses of this bankruptcy case. No amount of either the Initial Deposit or the Second Deposit will be returned to Sanford, but will instead be treated by the Debtor as a partial credit against Sanford's indebtedness to Debtor (as will the balance of the Sanford Contribution as and when made to or for the benefit of the Debtor). Sanford is authorized and directed to provide the Debtor with the remainder of the Sanford Contribution at closing on the Sale of the Property to Wesley in an amount sufficient to allow such closing to occur, and thereafter, as and when the Debtor must fund the other obligations to be covered by the Sanford Contribution. Fannie Mae is approved as backup bidder to purchase the Property with a credit bid. In the event that the Sale to Wesley does not close by March 15, 2018, Fannie Mae will be authorized (but not required) to purchase the Property from the Debtor for a credit bid of $3,825,000, which amount will be deducted from the Debtor's indebtedness to Fannie Mae. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rules 6004 or 6006 of the Federal Rules of Bankruptcy Procedure, applies with respect to the Order. About Mayfair-Hawaii Mayfair-Hawaii LLC, a Delaware limited liability company, owns a 34-unit multifamily property on the south side of Hawaii Avenue, SE, in the District of Columbia. Until the appointment of the receiver, Paula Forshee, the property was managed by Oakmont Management Group LLC. Sanford Capital LLC owns 70% of Mayfair-Hawaii. A. Carter Nowell is the Debtor's manager. Oakmont is owned by Mr. Nowell. On June 12, 2017, the Superior Court entered a consent order appointing receiver and granting injunctive relief. The Receiver, though Catalyst Property Solutions, has managed the Property since approximately June 12, 2017. Mayfair-Hawaii filed for Chapter 11 bankruptcy protection (Bankr. D.D.C. Case No. 17-00514) on Sept. 26, 2017, estimating assets and debt of $1 million to $10 million. A. Carter Nowell signed the petition. Judge S. Martin Tell J.r. is the case judge. Kristen E. Burgers, Esq., and Stephen E. Leach, Esq., at Hirschler Fleischer, PC, in Tysons, Virginia, serve as counsel to the Debtor. MCNALLY SMITH: Music School Files Chapter 7 Liquidation ------------------------------------------------------- McNally Smith College of Music filed for Chapter 7 bankruptcy protection in the U.S. Bankruptcy Court for the District of Minnesota on Feb. 8, 2018. Peter Cox, writing for MPR News, reports that the St. Paul-based music school closed abruptly in December, giving faculty, staff and students just days notice, saying financial pressures led to the closing. According to the report, the 32-year-old school disclosed liabilities between $1 million and $10 million, and assets between $10 million and $50 million. The assets include the school's building at 19 East Exchange Street, assessed by Ramsey county in 2017 at nearly $14 million. Public records indicate the school owes around $3 million on a mortgage. The report says McNally Smith closed after a two-year effort to convert from a for-profit into a nonprofit. That would have allowed students and the institution access to more federal assistance and permitted the school to seek charitable contributions. The report notes that enrollment had fallen by 30% between 2012 and 2016. METROPARK USA: $21K Sale of Default Judgments to SM Financial OK'd ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Metropark USA, Inc.'s sale of default judgments to SM Financial Services Corp. for $21,000. A hearing and an auction were held on Jan. 19, 2018. SM Financial and Cranehill Capital, LLC appeared at the Hearing to bid. The highest and best bid was by Cranehill. Cranehill subsequently withdrew its offer. The backup bid received a the Hearing from SM Financial in the amount of $21,000 is now the highest and best bid for the assets, exclusive of the satisfied default judgment. The sale is free and clear of any and all liens, claims, and encumbrances of whatever kind or nature, with such liens, claims, and encumbrances to attach to the proceeds of the Sale. The Debtor is authorized to sell the default judgments listed in the Motion, with the exception of the default judgment against 9 Fivers, LLC. A copy of the list of Default Judgments to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Metropark_USA_744_Sales.pdf The 14-day stay under Bankruptcy Rule 6004 (h) is waived, for cause, and the Order is effective immediately upon its entry. About Metropark USA Metropark USA, Inc. -- http://www.metroparkusa.com/-- was a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25-35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e-commerce site were located in Los Angeles, California. Metropark filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on April 26, 2011, and subsequently held going out of business sales. The Debtor disclosed total assets of $28,933,805 and total debt of $28,697,006 as of April 2, 2011. Ashford-Schael LLC is serving as counsel to the Debtor, with the engagement led by Courtney A. Schael, Esq., in Westfield, New Jersey. CRG Partners Group, LLC, is the Debtor's financial advisor. Great American Group Real Estate, LLC, doing business as GA Keen Realty Advisors, is the Debtor's special real estate advisor. On May 6, 2011, the Office of the United States Trustee appointed an official committee of unsecured creditors. Blakeley & Blakeley, LLP, in Irvine, Calif., is counsel to the Committee, with the engagement headed by Ronald A. Clifford, Esq. MICHAEL D. COHEN: Exclusive Plan Period Extended to Feb. 26 ----------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland has extended, at the behest of Michael D. Cohen, M.D., P.A., and Michael David Cohen and Shari Lee Cohen, the Debtors' exclusive periods to file a Chapter 11 plan and to solicit and obtain acceptances of a plan through and including Feb. 26, 2018 and April 26, 2018, respectively. The Troubled Company Reporter has previously reported that the Debtors asked the Court to have the Exclusive Periods extended one last time, to the maximum extent permitted by Section 1121(d) of the Bankruptcy Code, so that the confirmation process is as efficient as possible. The Debtor related that the need for bankruptcy relief arose from enforcement of a judgment obtained in a suit filed in 2012 against the P.A. and the Individual Debtors in the Circuit Court for Baltimore County, by Dawn Richardson, a former non-physician employee, Ms. Richardson claimed ownership and lost profits in a company known as Skin, Inc. In May 2016, after a jury trial, the Circuit Court entered a judgment against the P.A. and the Individual Debtors for $1,275,000. On Sept. 9, 2016, the P.A., and the individual Debtors filed a notice of appeal for relief from the automatic stay was granted by the Court for the limited purpose of permitting the prosecution of the Appeal to proceed in the Maryland Court of Special Appeals. Oral argument for the appeal occurred on Oct.10, 2017. Appellate counsel cannot say with any degree of certainty when the appellate court will rule. The Debtors assured the Court that they have made progress throughout these Chapter 11 cases. Initially, the Individual Debtors and the P.A.'s management, employees and professionals focused on stabilizing the P.A.'s business and responding to the many time-consuming demands that accompany Chapter 11 filings. The Debtors also have filed monthly operating reports since the beginning of this Chapter 11 case and generally have fulfilled their obligations as debtors in possession. About Michael D. Cohen, M.D. Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic Surgery Center of Maryland d/b/a Belcara Health, d/b/a Belcara, is a professional corporation engaged in the business of providing various physician services to its patients, including but not limited to services in the areas of plastic surgery, dermatology, and podiatry. Michael D. Cohen, M.D., is the sole shareholder of the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for the business administration of the Debtor's medical practice. Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug. 26, 2016. The Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12, 2016. The Debtor estimated assets in the range of $100,000 to $500,000 and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. The Company's and the Cohens' cases are jointly administered under Case No. 16-22231. The Company is represented by Irving Edward Walker, Esq., at Cole Schotz P.C. The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin, LLC. MOBILESMITH INC: Adopts New Audit and Compensation Committees ------------------------------------------------------------- The Board of Directors of MobileSmith Inc. adopted new audit committee and compensation committee charters establishing audit and compensation committees and appointed independent Board members to the newly formed committees. Board members Robert Smith, Ray Hemmig and Ronen Shviki were appointed to the Audit Committee with Robert Smith as Audit Committee Chairman. Board members Robert Smith, Ray Hemmig and Ronen Shviki were appointed to the Compensation Committee with Ray Hemmig as Compensation Committee Chairman. About MobileSmith, Inc. Raleigh, North Carolina-based MobileSmith, Inc., was incorporated as Smart Online, Inc. in 1993 and changed its name to MobileSmith, Inc., effective July 1, 2013. The company develops and markets software products and services tailored to users of mobile devices. Its flagship product, MobileSmith(R) Platform is an app development platform that enables organizations to rapidly create, deploy and manage custom, native smartphone and tablet apps deliverable across iOS and Android mobile platforms. MobileSmith reported a net loss of $7.50 million on $1.86 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $7.71 million on $1.82 million of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Mobilesmith had $2.12 million in total assets, $51.95 million in total liabilities and a total stockholders' deficit of $49.83 million. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MOMENTIVE PERFORMANCE: Moody's Hikes CFR to B2; Outlook Stable -------------------------------------------------------------- Moody's Investors Service has upgraded Momentive Performance Materials Inc.'s Corporate Family Rating (CFR) to B2 from Caa1. At the same time, Moody's upgraded the rating on Momentive's first-lien senior secured notes to B2 from Caa1, and the rating on its second-lien senior secured notes to Caa1 from Caa3, its probability of default rating (PDR) to B2-PD from Caa1-PD, and its speculative grade liquidity rating to SGL-2 from SGL-3. The ratings outlook is stable. This rating action concludes the ratings review initiated on November 7, 2017. Rating action: Issuer: Momentive Performance Materials Inc. -- Corporate Family Rating, upgraded to B2 from Caa1 -- Probability of Default Rating, upgraded to B2-PD from Caa1-PD -- Senior Secured First Lien Notes due 2021, upgraded to B2 (LGD3) from Caa1 (LGD3) -- Senior Secured Second Lien Notes due 2022, upgraded to Caa1 (LGD5) from Caa3 (LGD5) -- Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3 -- Outlook, stable RATINGS RATIONALE "Momentive's rating upgrade reflects its significant earnings improvement and deleveraging thanks to improved market fundamentals in the silicones industry, increasing focus on specialty silicones and cost savings initiatives including the rationalization of its siloxane production," says Jiming Zou, a Moody's Vice President and Senior Analyst. The substantial capacity overhang in the silicones industry evident from 2010 to 2015 was meaningfully reduced due to capacity closure and growing global demand from a wide range of end customer industries in 2016 and 2017. Overall utilization rates and prices have been rising in the silicone industry, leading to earnings improvement. Moody's expect the market fundamentals will remain favorable in the next one to two years given the lack of new capacity and Momentive will benefit from its capital investment and business growth in high-margin specialty silicones and silanes, while executing cost savings program. Since its emerging from bankruptcy in 2014, the company has realized $48 million restructuring benefits including $10 million of savings by transforming its siloxane production to specialty capacity in Leverkusen, Germany. In 2017, the company's reported EBITDA rose to $293 million, up 23% from $238 million a year ago. Momentive's debt/EBITDA, including Moody's analytical adjustments, dropped to about 5.8x at the end of 2017, from 7.3x a year ago, and will likely trend towards the range of 5.0x-5.5x in 2018 as it reduces one-off expenses related to restructuring, completes major capital investments on growth capacity and generates positive free cash flow. Moody's adjusted debt calculation includes pension and operating lease adjustments. Fundamentally, Momentive has been a leading global producer of silicone products, with a track record of maintaining market share positions across a diverse product portfolio. However, the company remains exposed to the highly competitive silicone market and competes against other larger revenue base companies with partial backward integration. Adjusted EBITDA margin improved to about 12.6% in 2017, from 10.3% in 2016, but remains low compared to other specialty chemical producers. Momentive has rationalized its siloxane production in Germany and transformed its business towards specialty silanes, automotive clear coats, optical displays and LSR that will strengthen its earnings. Liquidity is adequate with $173 million cash on hand and $214 million availability under the ABL facility as of December 31, 2017. Moody's expect the company to reduce its capital expenditure and generate positive free cash flow in 2018. The facility is governed by a maintenance covenant test; minimum fixed charge coverage ratio of 1.0 to 1.0 that applies only if availability is less than the greater of: 12.5% of the lesser of the borrowing base and the total ABL commitments or $27 million. Moody's expect Momentive to remain in compliance with its covenant. The stable outlook reflects the expectation of a favorable operating environment in the next one to two years and the company's continuous effort to improve is cost structure and launch more value-added silicone products to fend off competition. Moody's would consider upgrading Momentives' ratings if the company is able to improve its profitability with an EBITDA margin above 15%, generate consistently positive free cash flow of over $50 million per annum applied to debt reduction, and improve its debt/EBITDA ratio sustainably below 5.0x. Conversely, Moody's would consider downgrading Momentives' ratings if the company's credit metrics deteriorate as a result of weakening operational performance or a change in its financial policy. Should its debt/EBITDA ratio rise above 6.0x, its EBITDA margins fall below 10%, or it fails to generate positive free cash flow, a rating downgrade could be considered. Momentive's first-lien senior secured notes are upgraded to B2, the same as the CFR since the $1.1 billion of first-lien notes represent approximately 85% of the company's debt capital structure. The $202 million of second-lien notes are upgraded to Caa1, two notches below the CFR, reflecting their effective subordination to the first-lien debt. In Moody's opinion, the level of US-based collateral backing Momentive's US-issued debt is not adequate to warrant any upward notching of the ratings of the first-lien senior secured notes above the CFR. The principal methodology used in these ratings was Chemical Industry published in January 2018. Based in New York, US, Momentive Performance Materials Inc. is one of the largest global producer of silicones and silicone derivatives. The company operates through two divisions, Silicones, which account for approximately 92% of revenues; and Quartz. Silicones, or more accurately, polymerized siloxanes or polysiloxanes, are mixed inorganic-organic polymers that are used in a wide variety of industrial and consumer applications including agriculture, automotive, electronics, healthcare, personal care, textiles, and sealants. Momentive is approximately 40% owned by funds managed or owned by the private equity division of Apollo Global Management (unrated). In 2017, Momentive generated $2.3 billion revenues. MONSTER CONCRETE: Taps Heard Ary as Legal Counsel ------------------------------------------------- Monster Concrete, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Heard, Ary & Dauro, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Kevin Heard, Esq., and Angela Ary, Esq., the attorneys who will be handling the case, charge $295 per hour and $225 per hour, respectively. Heard Ary and its attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kevin D. Heard, Esq. Angela S. Ary, Esq. Heard, Ary & Dauro, LLC 303 Williams Avenue, Suite 921 Huntsville, AL 35801 Phone: 256-535-0817 E-mail: kheard@heardlaw.com aary@heardlaw.com About Monster Concrete Monster Concrete, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 18-80280) on Feb. 1, 2018. Judge Clifton R. Jessup, Jr. presides over the case. Heard, Ary & Dauro, LLC, is the Debtor's legal counsel. MP DIAGNOSTIC: Hires Diaz and Associates as Attorney ---------------------------------------------------- MP Diagnostic, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Diaz and Associates, as attorney to the Debtor. MP Diagnostics requires Diaz and Associates to: a. give advice to the Debtor with respect to its powers and duties as debtor-in-possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiation with its creditors in the preparation of a Plan. Diaz and Associates will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Diaz and Associates will be paid a retainer in the amount of $12,500, payable at $2,500 over a 5 week period beginning on January 2, 2018. Diaz and Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Christian Diaz, managing partner of the Law Offices of Diaz and Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Diaz and Associates can be reached at: Christian Diaz, Esq. LAW OFFICE OF DIAZ AND ASSOCIATES 9730 SW 72 Street, Suite A110 Miami, FL 33173 Tel: (305) 598-1800 E-mail: cdiaz@diazlawnowcom About MP Diagnostic MP Diagnostic, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-10450) on Jan. 12, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of Diaz & Associates, P.A. NATIONAL JEWISH: Fitch Ups Rating on $29MM Revenue Bonds From BB+ ----------------------------------------------------------------- Fitch Ratings has upgraded to 'BBB' from 'BB+' the following revenue bonds issued by the Colorado Health Facilities Authority on behalf of National Jewish Health (NJH): -- $19.435 million fixed-rate revenue bonds, series 2012; -- $9.9 million variable-rate demand revenue bonds, series 2005. Fitch has also assigned an Issuer Default Rating (IDR) of 'BBB' to NJH. The Rating Outlook is revised to Stable from Positive. SECURITY The bonds are secured by a pledge of gross revenues (excluding restricted charitable donations and grants) and a debt service reserve fund. ANALYTICAL CONCLUSION The 'BBB' rating reflects revisions to Fitch's 'U.S. Not-for-Profit Hospital and Health Systems Rating Criteria', dated Jan. 9, 2018 and subsequent application of the 'Rating Criteria for Public Sector Revenue-Supported Debt', dated June 5, 2017. The rating primarily reflects Fitch's expectation that NJH's leverage profile will remain strong with net adjusted leverage below 1.0x cash flow available for debt service (CFADS) through normal cyclical volatility, offset by a very weak liquidity cushion and a 'weaker' assessment of its operating risk. Midrange revenue defensibility is based on NJH's somewhat narrow service line, enhanced by a national reputation, favorable payor mix and solid demographics in its primary service area. KEY RATING DRIVERS Revenue Defensibility: Midrange Fitch's assessment of 'midrange' revenue defensibility corresponds to a revenue defensibility assessment of 'bbb' under the 'U.S. Not-For-Profit Hospitals and Health Systems Rating Criteria', which was applied using a criteria variation (detailed below). The 'bbb' assessment reflects NJH's somewhat limited reach as a specialty provider, enhanced by a national reputation that solidifies its market share and provides bargaining power on key revenue contracts with commercial payors and clinical affiliates. Demographic characteristics in NJH's primary operating location of Denver, CO are favorable, as is its payor mix, evidenced by low Medicaid and self-pay as a percentage of gross revenues. Operating Risk: Weaker NJH has a consistent history of operating deficits, with expense growth that would have exceeded revenue growth by a considerable margin had it not been for the addition of new revenue streams from affiliations that have materialized over the past couple of years. This, coupled with NJH's somewhat limited ability to pass through cost growth to its patient base, supports an overall 'weaker' assessment of its operating risk. Over time, Fitch expects NJH's revenue growth to track expense growth, with expectations for NJH to operate at modest deficits over the outlook period. Resource management outcomes are solid, with NJH's national reputation assisting in recruitment efforts of a highly specialized medical staff at both its main facility and affiliate locations. Capital spend from operations is expected to be limited to routine expenditures over the next five years, with largescale strategic capital projects to be funded with proceeds from an ongoing capital campaign. Financial Profile: Midrange NJH's ample balance sheet resources, relative to its adjusted debt through the cycle, support a 'stronger' assessment of its leverage profile. However, the assessment of NJH's overall financial profile is constrained at 'midrange' by its very low liquidity cushion relative to operating expenses, which does not provide the organization with adequate financial flexibility, in light of Fitch's 'weaker' assessment of its operating risk. Asymmetric Additive Risk Factors There were no asymmetric additive risk factors applied in this rating determination. RATING SENSITIVITIES SUSTAINED OPERATIONAL IMPROVEMENTS: Fitch's expectation is for the 'BBB' rating to remain stable over the Outlook period. Longer-term, a demonstrated track record of breakeven operations, resulting in material improvement in NJH's liquidity cushion would be necessary for Fitch to take further positive rating action. Conversely, a material deterioration in operating performance, though not expected, could be cause for negative rating action, especially if it results in erosion of key leverage metrics. NATIONS FIRST: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Nations First Capital, LLC dba Go Capital, Go Capital Leasing, Go Capital USA, Go Construction Capital, Go Tech Capital, Go Truck Capital, Go Cap Funding, Go Funding USA, Go Lease USA, Go Leasing USA 516 Gibson Drive, Suite 160 Roseville, CA 95678 Type of Business: Go Capital, headquartered in Roseville, California, specializes exclusively on providing capital on semi-trucks and trailers. The Company provides unique solutions customized to answer the specific needs of the trucking industry. Its services most of the credit spectrum with an expertise in challenged credit and owner operator business. https://www.gotruckcapital.com/ Chapter 11 Petition Date: February 7, 2018 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Case No.: 18-20668 Judge: Hon. Christopher M. Klein Debtor's Counsel: Paul J. Pascuzzi, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall #1750 Sacramento, CA 95814 Tel: 916-329-7400 E-mail: ppascuzzi@ffwplaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by James Daniel Summers, managing director. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb18-20668.pdf NATURES BOUNTY: Bank Debt Trades at 5.58% Off --------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 94.42 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.56 percentage points from the previous week. Nature's Bounty pays 775 basis points above LIBOR to borrow under the $400 million facility. The bank loan matures on September 30, 2025. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. NEIMAN MARCUS: Bank Debt Trades at 14.75% Off --------------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group Inc is a borrower traded in the secondary market at 85.25 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.49 percentage points from the previous week. Neiman Marcus Group Inc pays 325 basis points above LIBOR to borrow under the $2.942 billion facility. The bank loan matures on October 25, 2020. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. NRG YIELD: Moody's Affirms Ba2 CFR & Senior Unsecured Rating ------------------------------------------------------------ Moody's Investors Service affirmed NRG Yield, Inc.'s (NYLD) Ba2 Corporate Family Rating and Ba2 senior unsecured rating following NYLD's announcement that Global Infrastructure Partners (GIP, not rated) will become the yieldco's new sponsor. GIP will acquire NRG Energy, Inc.'s (NRG, Ba3 positive) renewable energy portfolio, pipeline of development projects and its 46.3% economic interest in NYLD for $1.375 billion and the acquisition is expected to close in the second half of 2018. The outlook is stable. NYLD's speculative grade liquidity rating (SGL) remains unchanged at SGL-2. RATINGS RATIONALE "Moody's views GIP to be a strong sponsor that will not add incremental credit risk to NYLD compared to NRG" said Toby Shea, VP -- Sr. Credit Officer of Moody's. "Under GIP's sponsorship, Moody's expect NYLD to continue with its existing business strategy, governance structure and financial policy", added Shea. NYLD's credit quality reflects its low business risk profile and the size and diversity of NYLD's portfolio, including its renewable, gas and thermal assets. Cash flow diversity is strong, with slightly more than half coming from renewable projects. However, there is some geographic concentration, with about 70% of cash flow being generated from projects in California. NYLD's credit profile has incorporated the strong experience and capability of its current sponsor NRG, characteristics that Moody's also attribute to its new sponsor GIP. Offsetting these credit strengths are leverage ratios that will remain high. Moody's project the ratio of consolidated debt to EBITDA to be in the mid 6x range while CFO Pre-WC/debt will be slightly above 10% in 2018. Full year results for 2017 are likely to slightly improve from the prior year, with consolidated debt to EBITDA below 7x and CFO Pre-WC/debt around 10%, compared to 7.1x and 9.7% in 2016, respectively. Liquidity NYLD has good liquidity, as reflected in its SGL-2 speculative grade liquidity rating, which Moody's expect to continue under its new sponsor. It has a modest amount of capital expenditures in the near term and Moody's expect it will generate strong free cash flow in 2018 and 2019 of about $300 million per year. As of September 30, 2017, the company had $179 million of cash on hand and a $495 million revolving credit facility with $427 million unused. NYLD's revolving credit facility is sized to accommodate both operational liquidity but also provide bridge funding for new acquisitions. The revolving credit facility expires in April 2019 and contains a material adverse change clause for new borrowings, a credit negative. Financial covenants include a debt to Borrower Cash Flow ratio of 5.5x and an interest coverage ratio of 1.75x. NYLD reported a debt to Borrower Cash Flow ratio of 4.09x and an interest coverage ratio of 5.02x in its compliance certificates delivered in November 2017. NYLD's next debt maturity is a $345 million convertible bond due in February 2019. Rating Outlook NYLD's stable outlook reflects its projected consistent cash flow and the diversity among individual projects. NYLD plans to continue with its asset acquisition strategy now that the equity market for yieldcos has recovered sufficiently. The stable outlook incorporates Moody's expectation that NYLD will finance these acquisitions in a way that does not significantly increase leverage or worsen liquidity. Factors that Could Lead to an Upgrade Moody's may take positive rating action should the NYLD business prove to be sustainable over the long term and the company's CFO Pre-WC to debt rises to the mid-teens or consolidated debt to EBITDA falls to 5.5x or below. Factors that Could Lead to a Downgrade A negative rating action could occur should the company's consolidated debt to EBITDA be sustained at above 7.5x, or if CFO Pre-W/C to debt falls below 9%, or if the cash flow from its projects proves to be more volatile or less resilient than Moody's expectations. A downgrade can also occur should the company modify its financing strategy in a way that hurts credit quality, such as by using additional leverage to finance growth. Outlook Actions: Issuer: NRG Yield, Inc. -- Outlook, Remains Stable Affirmations: Issuer: NRG Yield, Inc. -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed Ba2 -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2(LGD4) The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. ONEBADA BBQ: Case Summary & 9 Unsecured Creditors ------------------------------------------------- Debtor: Onebada BBQ, Inc. dba Bulgogi House 6901 Walker Street La Palma, CA 90623 Business Description: Onebada BBQ, Inc. dba Bulgogi House is a Korean barbecue restaurant in La Palma, California, serving all-you-can- eat Korean BBQ in casual, stylish surrounds. Bulgogi House was founded in 1992 by Young Park. http://bulgogihousebbq.com/ Chapter 11 Petition Date: February 9, 2018 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 18-10428 Judge: Hon. Catherine E. Bauer Debtor's Counsel: Jaenam J Coe, Esq. LAW OFFICES OF JAENAM COE, PC 3731 Wilshire Bl Ste 910 Los Angeles, CA 90010 Tel: 213-389-1400 Fax: 213-387-8778 E-mail: coelaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Young Keun Park, president. A full-text copy of the petition, along with a list of nine unsecured creditors, is available for free at http://bankrupt.com/misc/cacb18-10428.pdf OVERSEAS SHIPHOLDING: S&P Rates $380MM Term Loan Due 2022 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '1' recovery rating to Overseas Shipholding Group Inc.'s proposed amended and extended $380 million term loan due 2022. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. S&P said, "At the same time, we affirmed our 'B+' issue-level rating on the company's asset-based lending (ABL) revolver due February 2019. The '1' recovery rating remains unchanged, indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default." OSG is seeking to amend its existing term loan agreement and extend the maturity of the facility by three years to August 2022. As part of this transaction, the company plans to use cash from its balance sheet to repay (at par) $75 million of its senior secured term loan. S&P said, "The developing outlook on OSG reflects that we could affirm, lower, or raise our ratings on the company following the transaction. If OSG completes the refinancing as proposed, we expect that it will maintain sufficient liquidity to meet its operational requirements over the next 12 months. In addition, we believe that the transaction will cause the company's debt-to-EBITDA to increase above 6x in 2018 and 2019 as its funds from operations (FFO)-to-debt ratio falls below 10%. "We could lower our ratings on OSG over the next year if one or more of the following occur: the company faces challenges while refinancing its upcoming maturities; its liquidity position deteriorates to the point that we revise our liquidity assessment to less than adequate or weak; we come to believe that OSG is dependent upon favorable business, financial, or economic conditions to meet its financial commitments; or we come to view the company's financial obligations as unsustainable over the long term regardless of whether it will face a credit or payment crisis in the next 12 months. "On the other hand, we could raise our ratings on OSG over the next year if it completes the refinancing transaction as proposed and the conditions in the domestic liquid shipping industry improve due to a rebalancing of industry capacity, causing its FFO-to-debt ratio to increase to the low-double-digit percent area for a sustained period while it maintains adequate liquidity." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario assumes a payment default occurring in 2020 amid a decline in U.S. economic activity that leads to intensified rate competition in the domestic shipping market and reduced volumes for the company. "Consistent with our recovery analysis for most shipping companies, we assess recovery prospects using a discrete asset valuation approach. In the case of OSG, we compare each debt instrument with our estimate of the value of the assets securing its debt repayment." Simulated default assumptions -- Simulated year of default: 2020 -- Methodology used: discrete asset valuation, going concern Simplified waterfall -- Gross enterprise value: $531 million -- Administrative expenses: $26 million -- Net enterprise value: $505 million -- ABL revolver: $46 million --Recovery expectation: 90%-100% (rounded estimate: 95%) -- Senior secured debt: $387 million --Recovery expectation: 90%-100% (rounded estimate: 95%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Overseas Shipholding Group Inc. Corporate Credit Rating B-/Developing/-- New Rating OSG Bulk Ships Inc Senior Secured $380 mil term ln due 2022 B+ Recovery Rating 1(95%) Ratings Affirmed; Recovery Ratings Unchanged OSG Bulk Ships Inc Senior Secured ABL Revolver Due Feb 2019 B+ Recovery Rating 1(95%) PARTY CITY: S&P Rates $1.2BB Term Loan 'B+' on Refinancing Plan --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to U.S.-based party goods designer, marketer, and distributor Party City Holdings Inc.'s proposed $1.2 billion term loan due August 2022. The recovery rating is '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The company will use proceeds to refinance the company's existing $1.2 billion term loan due August 2022, and pay modest fees and expenses related to the transaction. This proposed refinancing would save the company some interest costs, but does not have a meaningful impact on its credit ratios. S&P said, "We expect operating performance at Party City to remain stable despite persistent industry headwinds in the retail space. In addition, we expect adjusted leverage to remain in the mid- to high-4.0x range over the next 12 months. Party City recently implemented a $100 million share repurchase program (its first since becoming a public company in April 2015) and repurchased Advent International's $242 million equity stake. We think this signals a more shareholder friendly shift in financial policy, but we do not expect the company to meaningfully deviate from its previously stated leverage target." RATINGS LIST Party City Holdings Inc. Corporate Credit Rating B+/Stable/-- New Rating Party City Holdings Inc. Party City Corporation Senior Secured US$1.2 bil 1st lien term ln due 2022 B+ Recovery Rating 3(50%) PENTHOUSE GLOBAL: Taps Weiss & Spees as Legal Counsel ----------------------------------------------------- Penthouse Global Media, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Weiss & Spees, LLP as its legal counsel. The firm will assist in the preparation of a plan of reorganization and will provide other legal services related to the Chapter 11 cases filed by the company and its affiliates. The firm's hourly rates are: Michael Weiss, Esq. $550 Sherry Spees, Esq. $550 Laura Meltzer, Esq. $350 Paralegals $175 Weiss & Spees received a pre-bankruptcy retainer in the sum of $70,000. Michael Weiss, Esq., disclosed in a court filing that the firm's attorneys and legal assistants do not hold any interest adverse to the Debtors' estates. Weiss & Spees can be reached through: Michael H Weiss, Esq. Laura J. Meltzer, Esq. Weiss & Spees, LLP 1925 Century Park East, Suite 650 Los Angeles, CA 90067-2701 Tel: 424-245-3100 Fax: 424-217-4160 E-mail: mw@weissandspees.com lm@weissandspees.com About Penthouse Global Headquartered in Chatsworth, California, Penthouse Global Media, Inc. -- http://www.penthouseglobalmedia.com/-- was launched in February 2016 as an acquisition by veteran entertainment executive, Kelly Holland. The Company continues the 50+ year Penthouse brand legacy. The focal point of the business includes four main branches: broadcast, publishing, licensing and digital. Various Penthouse TV channels are available in over 100 countries. Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione and brought to the U.S. in 1969. Penthouse Global Media, Inc. and its affiliates filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11, 2018. In the petitions signed by Kelly Holland, CEO, Penthouse Media estimated its assets at up to $50,000 and its liabilities at between $10 million and $50 million. Penthouse Broadcasting estimated its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. Penthouse Licensing estimated its assets and liabilities at between $1 million and $10 million each. Judge Martin R. Barash presides over the case. Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss & Spees, LLP, serve as the Debtors' bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on January 30, 2018. PINNACLE COMPANIES: Taps Marcus & Millichap as Real Estate Broker ----------------------------------------------------------------- Pinnacle Companies, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Marcus & Millichap, as real estate broker to the Debtor. Pinnacle Companies requires Marcus & Millichap to market and sell the Debtor's real property located at 906 Hillcrest Drive, Sulphur Springs, Texas 75482, in Hopkins County, Parcel #R000024791. Marcus & Millichap will be paid a commission of 5.25% of the purchase price. Ron Hebert, member of Marcus & Millichap, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Marcus & Millichap can be reached at: Ron Hebert MARCUS & MILLICHAP 5001 Spring Valley Rod, Suite 100W Dallas, TX 75244 Tel: (972) 755-5200 Fax: (972) 755-5210 About Pinnacle Companies Pinnacle Companies, Inc., owns real property located at 906 Hillcrest Drive, Sulphur Springs, Texas 75482, in Hopkins County, Parcel #R000024791, which includes a commercial building, office space, warehouse and other improvements on approximately 48.775 acres of land. Pinnacle Companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41889) on Oct. 18, 2016. In the petition signed by Miles J. Arnold, director, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. The case is assigned to Judge Brenda T. Rhoades. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's legal counsel. POINT.360: Given Until May 8 to File Plan of Reorganization ----------------------------------------------------------- Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California has extended Point.360's plan filing and plan acceptance exclusivity periods to May 8, 2018 and July 7, 2018, respectively. The Troubled Company Reporter has previously reported that the Debtor sought for an extension of the exclusivity periods to provide the Debtor with sufficient time to conclude its lease negotiations and related matters involving the landlords, to reconcile claims after the bar date has passed, to file any objections to claims, and to draft and propose its Chapter 11 plan. The Debtor said that fundamental plan-related terms cannot be determined until claims are filed, reviewed and reconciled for plan treatment. In addition, the Debtor anticipated filing a motion to approve a settlement with REEP to resolve that $1 million claim pursuant to FRBP 9019. The Debtor further said that it is earnestly working both to maintain satisfactory relationships and to make progress with its key creditors and customers. However, Medley Opportunity Fund II, LP, remains an adversarial party having opposed most of the Debtor's requests for relief and having recently moved for an unspecified form of adequate protection. While this contact has not yet brought consensus, the Debtor remained willing to negotiate with Medley as matters develop within the bankruptcy case. The Debtor anticipated further negotiations with Medley during the requested extension period. About Point.360 Point.360 (PTSX) -- http://www.point360.com/and http://www.mvf.com/-- is a value add service organization specializing in content creation, manipulation and distribution processes integrating complex technologies to solve problems in the life cycle of Rich Media. With locations in greater Los Angeles, Point.360 performs high and standard definition audio and video post production, creates virtual effects and archives and distributes physical and electronic Rich Media content worldwide, serving studios, independent producers, corporations, non-profit organizations and governmental and creative agencies. Point.360 provides the services necessary to edit, master, reformat and archive clients' audio and video content, including television programming, feature films and movie trailers. Point.360's interconnected facilities provide service coverage to all major U.S. media centers. Point.360 filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22432) on Oct. 10, 2017. Haig S. Bagerdjian, the Company's Chairman, President and CEO, signed the petition. The Debtor disclosed total assets of $11.14 million and total debt of $14.77 million as of March 31, 2017. The Hon. Julia W. Brand is the case judge. The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and TroyGould PC, as transactional counsel. No trustee has been appointed, and the Company will continue to operate its business as "debtor in possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. PREMIER MARINE: Unsecured Creditors to Get 17.4-41.7% Over 5 Years ------------------------------------------------------------------ Premier Marine, Inc., files with the U.S. Bankruptcy Court for the District of Minnesota a Disclosure Statement in relation to Plan of Reorganization dated January 22, 2018. Class 16 comprised of the holders of allowed general unsecured claims against the Debtor. The Debtor estimates that allowed unsecured claims, including contract rejection claims, will total between approximately $8,000,000 and $8,500,000. Under the Plan, the Reorganized Debtor will make five Annual Earnings Distributions of the Reorganized Debtor's Earnings. The Plan provides that Earnings Distributions will not exceed $3,550,000. The Reorganized Debtor projects a total recovery of approximately $1,481,000 which represents a 17.4% recovery on $8,500,000. Should the Debtor exceed projections and achieve the Earnings Distribution Cap, creditor recovery would be 41.7% on $8,500,000 of Allowed Class 16 claims. Subject to the Earnings Distribution Cap, upon the closing of the Sale Transaction, the Reorganized Debtor will distribute Pro Rata to the holders of Allowed Class 16 claims a final distribution equal to the greater of: (a) 10% of (the Sale Transaction proceeds less the unpaid Secured Debt less equipment lease balances); or (b) the unpaid balance of the Minimum Annual Distribution. As such, the Minimum Earnings Distribution payable to Class 16 creditors over five years is $1,050,000. In addition, the Plan provides that on the Effective Date, all property of the Debtor will vest in the Reorganized Debtor, free and clear of all claims, interests, liens, charges or other encumbrances, and the Reorganized Debtor will issue 100 Shares of common stock representing 100% of the equity in the Reorganized Debtor to Trusek in exchange for: (a) a $1,000,000 cash contribution, (b) the conversion of the $500,000 Trusek Prepetition Note to equity and (c) the Trusek guaranty of the ABN senior debt. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-32006-214.pdf About Premier Marine For 25 years, Premier Marine, Inc., has manufactured "Premier" brand pontoon boats -- http://www.pontoons.com/-- in Wyoming, Minnesota. Premier Marine designs, builds and markets luxury pontoons and holds many patents on manufacturing elements such as furniture hinges, J-Clip rail fasteners and the PTX performance package. The family-owned and operated Company sells its pontoons through boat dealers located throughout the United States and Canada. Premier Marine is a family owned business formed in 1992 by Robert Menne and Eugene Hallberg. The Menne family controls 72.8% of the company equity. Hallberg controls the remaining 27.2% and is Premier's landlord. Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-32006) on June 19, 2017. The need for reorganization in chapter 11 was precipitated by a failed acquisition of another pontoon manufacturer in 2011. The Chapter 11 was filed in response to an eviction action commenced by Hallberg for the nonpayment of rent. The Chapter 11 is necessary to attract a new equity partner, reject the Hallberg leases, consolidate manufacturing under a single roof and reorganize the business for the mutual benefit of the Debtor creditors, employees and dealer network. The bankruptcy petition was signed by Lori J. Melbostad, the Debtor's president. The Debtor estimated assets and liabilities between $10 million and $50 million. The case is assigned to Judge Katherine A. Constantine. The Debtor's counsel are Michael F. McGrath, Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association. Guidesource's Richard Gallagher is the Debtor's financial consultant. On June 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Fafinski, Mark & Johnson, P.A., represents the committee as bankruptcy counsel. PREMIER PCS OF TX: Taps James Borduin as Accountant --------------------------------------------------- Premier PCS of TX, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a certified public accountant. The Debtor proposes to employ James Borduin to prepare its tax returns, review the year-end accounting, and make year-end adjustments as needed. Mr. Borduin will be paid $1,000 per month for his services. In a court filing, Mr. Borduin disclosed that he does not hold any interest adverse to the Debtor's estate, creditors or equity security holders. Mr. Borduin maintains an office at: James Borduin 3312 Peachtree Industrial Blvd., Suite 9 Duluth, GA 30096 Phone: (770) 457-4636 About Premier PCS of TX Based in El Paso, Texas, Premier PCS of TX, LLC, provides computer maintenance and repair services. Premier PCS of TX, based in El Paso, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-32021) on Dec. 6, 2017. In the petition signed by Richard Ahn, managing member, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Christopher H. Mott presides over the case. E.P. Bud Kirk, a partner at the law firm of E.P. Bud Kirk, serves as bankruptcy counsel. PREMIER PCS: Hires Sul Lee as Special Counsel --------------------------------------------- Premier PCS of TX, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Office of Sul Lee, PLLC, as special counsel to the Debtor. As of the petition date, the Debtor was a co-Defendant and Counter-Plaintiff in a state court civil proceedings in Dallas County, Texas. The claim for $500,000 against the Debtor is a dispute over a business purchase transaction. The Debtor has counterclaimed for $1,000,000. Premier PCS of TX requires Sul Lee to represent the Debtor and provide legal services in relation to the state court civil proceedings in Dallas County, Texas. Sul Lee will be paid at these hourly rates: Attorneys $275 Associates $225 Paralegals $125 Prior to the Petition Date, Sul Lee was paid the amount of $19,923 for prepetition services. Sul Lee will also be reimbursed for reasonable out-of-pocket expenses incurred. Sul Lee, partner of the Law Office of Sul Lee, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sul Lee can be reached at: Sul Lee, Esq. LAW OFFICE OF SUL LEE, PLLC 2560 Royal Ln., Suite 202 Dallas, TX 75229 Tel: (214) 206-4064 About Premier PCS of TX Based in El Paso, Texas, Premier PCS of TX, LLC, provides computer maintenance and repair services. Premier PCS of TX, based in El Paso, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-32021) on Dec. 6, 2017. In the petition signed by Richard Ahn, managing member, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Christopher H. Mott presides over the case. E.P. Bud Kirk, a partner at the law firm of E.P. Bud Kirk, serves as bankruptcy counsel to the Debtor. The Law Office of Sul Lee, PLLC, is special counsel. QUADRANT 4: Exclusive Plan Filing Period Extended to March 8 ------------------------------------------------------------ Judge Jack N. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois, at the behest of Quadrant 4 System Corp. and its affiliates, has extended the exclusivity period to propose and solicit acceptances of a Chapter 11 plan to March 8, 2018 and May 7, 2018, respectively, without prejudice to a possibility of further extension. As reported by the Troubled Company Reporter on Jan. 25, 2018, the Debtors asked the Court for a 90-day extension of their exclusivity periods to propose and solicit acceptances of a Chapter 11 plan. Specifically, Q4 asked that the plan proposal period be extended to April 25, 2018, from Jan. 25, 2018, and that the solicitation period be extended to Jun. 24, 2018, from March 26, 2018. Stratitude has not previously moved to extend the Exclusivity Periods with respect to the Stratitude case. The Plan Proposal Period in the Stratitude case expires on Feb. 10, 2018 and the Solicitation Period expires on April 11, 2018. The Plan Proposal Period in the Q4 Case expires on Jan. 25, 2018, and the Solicitation Period in the Q4 Case expires on March 26, 2018. The Debtors asserted that cause exists to extend the Exclusivity Periods, primarily because the Debtors have not yet had an opportunity to focus on negotiating a successful Chapter 11 plan and prepare adequate information in support thereof. Since their respective Petition Dates, the Debtors' attention has been singularly focused on selling substantially all their assets -- efforts that have paid off for their creditors by generating a large pool of money for their estates and for the benefit of both secured and unsecured creditors. The respective directors, officers and management of the Debtors overlap significantly. Stratitude's assets served as collateral for Q4's secured lenders. As such, during the first six months of the Q4 case, Q4's management team and professionals have also spent significant time marketing Stratitude's assets and negotiating the terms of a sale of those assets, ultimately led to Court approval and closing of the Stratitude Asset Sale in the beginning of December 2017. In addition to Asset Sales, Q4 and its professionals maintain ongoing efforts to sell the QHIX Healthcare Platform Business Unit including marketing and negotiations for distinct subparts of that Business Unit. Further, Q4 and its professionals have committed significant time and effort to resolving the disposition of Q4's licenses under the License Agreement with TriZetto and the parties' disputes thereunder. Q4 first began exploring a settlement and buy-down with TriZetto in September 2017. Such discussions ultimately led to the parties agreeing to the Modification Agreement submitted to this Court for presentment on Jan. 23, 2018. Relatedly, significant efforts were also committed to the drafting of the Modification Agreement Motion, including addressing the concerns for Q4's secured creditors and the Committee. Despite the vast majority of the Debtors' attention being directed to the efforts, the Debtors have begun negotiations with the Committee with the goal of drafting a joint plan of liquidation. As of the filing of this motion, a draft term sheet has been circulated between the Debtors and the Committee and negotiations are well underway, meaning there is a high likelihood of the filing and solicitation of a joint, confirmable plan, prior to the Proposed Expiration Dates. In connection with their successful and time-consuming efforts regarding the Asset Sales and the Modification Agreement, the Debtors have worked closely with their secured lenders and the Committee throughout the Chapter 11 Cases to obtain consensus and cooperation among the key constituencies where possible. In the same vein, the Debtors have strived to address concerns and comments from the Office of the United States Trustee. Accordingly, a majority of the effort of the Debtors and their professionals occur "behind the scenes" in this matter. Finally, as detailed in the Declarations, the Chapter 11 Cases were filed in less than ideal circumstances as a result of the Criminal Action, the SEC Action, and the action of the Criminal Defendants. These actions have required additional time and effort on the Debtors' part to complete their Schedules and Statement of Financial Affairs, and have generally complicated the fact-gathering process for many of the motions filed and presented to date. About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. The company's principal executive offices are located in Schaumburg Illinois. It also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. Stratitude, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-30724) on Oct. 13, 2017. The case is jointly administered with that of Quadrant 4. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Debtors' cases are assigned to Judge Jack B. Schmetterer. The Debtors' bankruptcy counsel is Adelman & Gettleman Ltd. Nixon Peabody LLP acts as special counsel to the Debtors for matters concerning taxes, labor, ERISA, securities compliance, international law, and related matters while Faegre Baker Daniels LLP acts as special counsel for securities litigation. The Debtors hired Silverman Consulting Inc. as financial consultant, and Livingstone Partners, LLC, as investment banker. On July 10, 2017, an official committee of unsecured creditors was appointed in the Debtor's case. The Committee retained Sugar Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst Partners, LLC, as its financial advisor. RAMLA USA: MDF Buying Liquor License No. 47-521781 for $85K ----------------------------------------------------------- Ramla USA, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of its interest in a Type-47 "On-Sale General For Bona Fide Eating Place" liquor license bearing license number 47-521781 to M.D.F. International, Inc. for $85,000, subject to overbid. A hearing on the Motion is set for Feb. 27, 2018 at 10:00 a.m. Objections, if any, must be filed within 14 days from the date the Motion was served. The Debtor owns and operates traditional Japanese/Izakaya-style restaurants, along with four restaurant/food service locations currently in operation (located in Monrovia, San Francisco, Palm Springs, and Los Angeles, California). It has two non-operating locations in West Covina, California and Encino, California that closed in early 2017 and mid-2016, respectively. Both the Encino Location and the West Covina Location have liquor licenses associated with them. The Debtor has already sold the liquor licenses associated with the Encino Location pursuant to the order of the Court. The Debtor has determined that the Liquor License associated with the West Covina Location, which expires on May 31, 2018, has significant value for the Estate. The Debtor has received an offer from the Buyer to purchase the Liquor License for $85,000, free and clear of liens, interests, claims, and encumbrances, with such liens, interests, claims, and encumbrances to attach to the Sale proceeds. The parties have negotiated a sale of the Estate's interest in the Liquor License pursuant to the terms of the Escrow Instructions. The salient terms of the proposed sale are: a. Sale Price: The Debtor proposes to sell the Liquor License to the Buyer, subject to Court approval, for $85,000. The Purchase Price will be deposited in full into escrow by the Buyer within 30 days after the application to transfer the Liquor License has been filed with the ABC. In the event a party other than the Buyer is the winning overbidder for the Liquor License, such overbidder will deposit the balance of the overbid amount (taking into account any deposit delivered by such overbidder) into escrow within three calendar days after entry of a Court order granting the Sale Motion. b. Earnest Money Deposit: $8,500 made payable to Federal Escrow, Inc. The amount of any deposit paid will be credited against the Purchase Price at the close of escrow. c. Payment of Costs, Fees, and Sale or Transfer Taxes: The Buyer will bear and be solely responsible for the payment of any and all costs, fees, and sales or transfer taxes arising from the sale and transfer of the Liquor License. Commission owed to the Buyer's broker, Louie F. Cano, will be paid by the Buyer . Sales and use taxes payable to the State Board of Equalization ("SBOE"), if any, incurred by the Debtor prior to the transfer of the Liquor License will be paid by the Estate from the Purchase Price through escrow. The Debtor is not aware of any tax liens secured by the Liquor License. d. Sale Subject to Overbid: The proposed Sale to the Buyer is subject to overbid, according to the terms proposed. e. No Representations or Warranties: The Debtor is selling the Liquor License to the Buyer on an "as is, where is" basis, without any representations or warranties by the Debtor. f. Bankruptcy Court Jurisdiction: The Court will have exclusive jurisdiction to interpret and enforce over any case or controversy arising from the Sale. g. Tax Consequences: The Debtor expresses no opinion as to whether there are tax consequences to the Sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Ramla_USA_98_Sales.pdf While the Debtor is prepared to consummate the Sale of the Liquor License to the Buyer pursuant to the terms of the Escrow Instructions, it is obliged to ask the maximum price for the Liquor License. Accordingly, the Debtor asks that the Court authorizes it to implement an overbid procedure regarding the sale of the Liquor License on the Bid Procedures. The salient terms of the Bidding Procedures are: a. Present at Hearing: The Buyer and each Qualified Bidder must be either physically present at the hearing on the Sale Motion or represented by an individual or individuals who is/are physically present at the hearing and have the authority to participate in the overbid process. b. Notice of Overbid: Any party wishing to participate in the overbid process must notify the Debtor in writing directed to Robyn Sokol via email addressed to rsokol@bg.law of his/her/its intention to do so no later than close of business two calendar days before the date of the hearing on the Sale Motion. c. Earnest Money Deposit: $8,500 d. Initial Overbid: $5,000 e. Bid Increments: $1,000 Based upon its review of comparable sales, the Debtor believes that the Purchase Price is a reasonable offer given the current market conditions. In addition, the proposed overbid procedures and auction process are specifically designed to ensure that the highest price possible is obtained for this asset. Given that there are no secured liens asserted against the Liquor License, the Debtor submits that the proposed Sale will provide the Estate with a significant benefit. Finally, the Debtor asks the Court to waive the 14-day stay imposed by F.R.B.P. 6004(h). The Purchaser: M.D.F. INTERNATIONAL, INC. 6633 Hollywood Blvd. Los Angeles, CA 90028 Attn: Io. Beroiz About Ramla USA Headquartered in Monrovia, California, Ramla USA Inc. is a small organization in the restaurants industry located in Monrovia, California. It owns and operates traditional Japanese/Izakaya-style restaurants. Along with four restaurant and food service locations currently in operation (located in Monrovia, San Francisco, Palm Springs, and Los Angeles, California), it has two non-operating locations in West Covina, California and Encino, California that closed in early 2017 and mid-2016, respectively. Each of the defunct locations still has liquor licenses associated with them. Ramla USA sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-24318) Nov. 20, 2017. In the petition signed by CEO Yuji Ueno, the Debtor estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. The Debtor tapped Robyn B. Sokol, Esq., at Brutzkus Gubner Rozansky Seror Weber LLP, as counsel. RAND LOGISTICS: CFO Hiltwein Resigning on Chapter 11 Exit --------------------------------------------------------- Mark S. Hiltwein, chief financial officer of Rand Logistics, Inc. resigned from his position, effective upon consummation of the Company's pre-packaged plan of reorganization. Mr. Hiltwein's resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices, according to a Form 8-K filed by the Company with the Securities and Exchange COmmission. In connection with Mr. Hiltwein's resignation, the Company's Board of Directors, upon the recommendation of the Compensation Committee of the Board, approved a one-time lump sum cash payment to Mr. Hiltwein of $100,000, which is payable upon consummation of the Plan. About Rand Logistics Rand Logistics, Inc. -- http://www.randlogisticsinc.com/-- provides bulk freight shipping services in the Great Lakes region. Through its subsidiaries, the Company operates a fleet of ten self-unloading bulk carriers, including eight River Class vessels and one River Class integrated tug/barge unit, and three conventional bulk carriers, of which one is operated under a contract of affreightment. The Company's vessels operate under the U.S. Jones Act -- which dictates that only ships that are built, crewed and owned by U.S. citizens can operate between U.S. ports - and the Canada Marine Act -- which requires Canadian commissioned ships to operate between Canadian ports. Headquartered in Jersey City, New Jersey, Rand Logistics was formed in 2006 through the acquisition of the outstanding shares of capital stock of Lower Lakes Towing Ltd. Common shares of Rand Logistics trade on the NASDAQ Capital Market under the symbol RLOG. On Jan. 29, 2018, Rand Logistics, Inc. and seven of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10175). The petitions were signed by Mark S. Hiltwein as chief financial officer. The Debtors listed total consolidated assets of $268,948,855 and total consolidated debt of $258,535,349 as of Nov. 30, 2017. The Debtors are represented by Pepper Hamilton LLP as Delaware bankruptcy counsel, Akin Gump Strauss Hauer & Feld LLP as general bankruptcy counsel, Conway Mackenzie, Inc., as turnaround manager, Miller Buckfire & Co. LLC as financial advisor, and Kurtzman Carson Consultants as noticing, balloting & claims agent. RANDOLPH AND RANDOLPH: Taps Worrell Poole as Accountant ------------------------------------------------------- Randolph and Randolph LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Worrell, Poole & Co. as its accountant. The firm will assist the Debtor in preparing its tax returns and reports; examine its books and records; participate in discussions regarding the Debtor's efforts to reorganize; and provide other accounting services related to its Chapter 11 case. The firm's hourly rates are: Accountants $120 to $360 Bookkeepers $88 Non-Accountants $35 to $88 Michael Worrell the accountant who will be providing the services, is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael Worrell Worrell, Poole & Co. 2700 Highway 280, Suite 246E Birmingham, AL 35223 About Randolph and Randolph Randolph and Randolph LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-72125) on Dec. 8, 2017. In the petition signed by Harold E. Randolph, its member, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Jennifer H. Henderson presides over the case. Newell & Holden, LLC is the Debtor's bankruptcy counsel. REMINGTON OUTDOOR: Said to Be Mulling Chapter 11 Filing ------------------------------------------------------- Remington Outdoor Co. has reached out to banks and credit investment funds in search of financing that will allow it to file for bankruptcy, people familiar with the matter said on Thursday, according to a Reuters report. The sources told Reuters that Remington reached a forbearance agreement with its creditors last week following a missed coupon payment on its debt. Reuters reported in January that Remington, which is controlled by buyout firm Cerberus Capital Management, has been working with investment bank Lazard on options to restructure its $950 million debt pile. Remington disclosed in its quarterly report for the quarterly period ended Oct. 1, 2017, that as of that date, the Company had outstanding indebtedness of approximately $964.5 million, which consisted of: * $250.0 million of outstanding 2020 Notes; * $550.7 million outstanding under our Term Loan B; * $150.6 million outstanding under the ABL Revolver; * $12.5 million outstanding under the Promissory Note; and * $0.7 million of other debt. The sources told Reuters that some potential financing sources, including credit funds and banks, have balked at coming to Remington's aid because of the reputation risk associated with such a move. Reuters notes that Remington was abandoned by some of Cerberus' private equity fund investors after one of its Bushmaster rifles was used in the Sandy Hook elementary school shooting in Connecticut in 2012 that killed 20 children and six adults. According to Reuters, the sources asked not to be identified because the deliberations are confidential. The report says Remington did not respond to several requests for comment, and Cerberus declined to comment. Reuters, citing Thomson Reuters data, also reports that the Company faces a maturity of an approximately $550 million term loan in 2019. It also has $250 million of bonds that come due in 2020 and are trading at a significant discount to their face value at around 16 cents on the dollar. The sources also told Reuters that the Company's term loan maturing next year is trading at a significant discount to full value, at around 50 cents on the dollar. About Remington Outdoor Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. The company is owned by Cerberus Capital Management. As of Oct. 1, 2017, Remington listed $954.3 million in total assets against $1.306 billion in total liabilities and $351.9 million in stockholders' deficit. * * * As reported by the Troubled Company Reporter on Dec. 25, 2017, Moody's Investors Service downgraded Remington Outdoor Company's Corporate Family Rating (CFR) to Caa3 from Caa2 and its Probability of Default Rating to Caa3-PD from Caa2-PD. The rating action reflects Moody's concern with Remington's weak operating performance, liquidity pressure from approaching maturities, and the view that the company's capital structure is unsustainable. The rating outlook is negative. Moody's said it is very concerned that Remington will be unable to refinance debt that comes due in April 2019 given its weak operating performance and high financial leverage. The TCR reported on Nov. 21, 2017, that S&P Global Ratings lowered its corporate credit rating on Remington Outdoor to 'CCC-' from 'CCC+'. The outlook is negative. "The rating downgrade reflects heightened default risk absent an unforeseen and favorable change to operating results over the next six months, based on our lowered revenue and cash flow forecasts through 2018," S&P explained. "We believe the deterioration in operating cash flow could result in an unsustainable reliance on the ABL revolver, weak liquidity, and a heightened risk of a restructuring of some form over the next six to 12 months." RESOLUTE ENERGY: VR Global Backs Call to Appoint Financial Advisor ------------------------------------------------------------------ VR Global Partners, L.P., and its subsidiaries filed a Schedule 13D with the Securities and Exchange Commission in support of the proposal put forth by Monarch Alternative Capital LP as reflected in Monarch's Schedule 13D, filed with the SEC on Jan. 26, 2018, calling for Resolute Energy Corporation to (i) hire a reputable financial advisor to assist the Board of Directors of the Issuer in evaluating and executing potential strategic transactions, (ii) appoint two individuals to the Board as independent directors and (iii) form a committee consisting of the two new independent Board members and one other independent Board member for the purpose of exploring potential strategic transactions. VR Global believes that it is in the best interest of shareholders for Resolute Energy to explore strategic alternatives for the reasons outlined in the Monarch proposal (namely, the challenges posed by the Issuer's relative lack of scale). Therefore, the Reporting Persons support the proposed Board structure and the process that would facilitate a robust search for potential partners in parallel with execution of the Issuer's current strategy of further developing its core Permian assets. As of Feb. 5, 2018, VR Global, VR Advisory Services Ltd., VR Capital Participation Ltd., VR Capital Group Ltd., VR Capital Holdings Ltd., and Richard Deitz beneficially own 1,169,239 shares of common stock (including 186,239 shares of Common Stock issuable upon conversion of 5,500 shares of 8 1⁄8% Series B Cumulative Perpetual Convertible Preferred Stock) of Resolute Energy, constituting 5.2 percent of the shares outstanding. The Fund is an investment fund organized as a limited partnership for which VR provides investment advisory services and serves the general partner. VRCP, VRCG and VRCH are each affiliates of both the Fund and VR within the VR Capital Group, for which Richard Deitz serves as president. The Fund used a total of approximately $40,755,792 to acquire the Common Stock and the 8 1⁄8% Series B Cumulative Perpetual Convertible Preferred Stock reported in the Schedule 13D. The source of the funds used to acquire the shares of Common Stock and Convertible Stock reported herein is the working capital of the Fund. "The Reporting Persons and their representatives may engage in discussions with management, the Board, other stockholders of the Issuer, and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons' investment in the Common Stock and the Issuer, including, without limitation, matters concerning the Issuer's business, operations, Board composition and representation, governance, management, capitalization and strategic plans, including the above mentioned strategic transactions. The Reporting Persons may exchange information with any of the foregoing persons or other persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer's business, operations, board appointments, governance, management, capitalization or strategic plans, or propose or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D. "The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by management or the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other Issuer securities or selling some or all of its shares of Common Stock or other Issuer securities, engaging in short selling of or any hedging or similar transactions with respect to the Common Stock or other Issuer securities and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Common Stock." A full-text copy of the regulatory filing is available at: https://is.gd/to5afJ About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. The Company's common stock is traded on the NYSE under the ticker symbol "REN." Resolute reported a net loss of $161.7 million in 2016, a net loss of $742.3 million in 2015 and a net loss of $21.85 million in 2014. The Company had $792.32 million in total assets, $866.08 million in total liabilities and a total stockholders' deficit of $73.76 million as of Sept. 30, 2017. RH BBQ: Case Summary & 10 Unsecured Creditors --------------------------------------------- Debtor: RH BBQ, Inc. dba Red Castle 3 18311 East Colima Road, Suite A Rowland Heights, CA 91748 Business Description: RH BBQ, Inc. dba Red Castle 3 is a privately held company in Rowland Heights, California that operates a Korean barbecue restaurant. Chapter 11 Petition Date: February 9, 2018 Case No.: 18-11469 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Sandra R. Klein Debtor's Counsel: Jaenam J Coe, Esq. LAW OFFICES OF JAENAM COE, PC 3731 Wilshire Bl Ste 910 Los Angeles, CA 90010 Tel: 213-389-1400 Fax: 213-387-8778 E-mail: coelaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Young Keun Park, president. A full-text copy of the petition, along with with a list of 10 unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb18-11469.pdf ROBERT DONEHEW: $950K Sale of Marietta Property Approved -------------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Robert H. Donehew's sale of real property located at 4405 Paper Mill road, Marietta, Georgia, Property Tax ID No. 16-1260-0-006-0, to $950,000. A hearing on the Motion was held on Dec. 21, 2017. No furniture is included with the sale, except for the items marked on the Fixtures Checklist on page 17 of the Purchase and Sale Agreement. The Debtor will pay all closing costs and realtor commissions from the proceeds of the sale. He will pay all remaining proceeds to Suntrust Mortgage, Inc. toward the mortgage referenced in Proof of Claim #4. Robert Holton Donehew sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 17-50121) on March 31, 2017. The Debtor tapped Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., as counsel. RUE21 INC: Seeks Funding, Hires Piper Jaffray as Investment Banker ------------------------------------------------------------------ rue21 Inc., which emerged from Chapter 11 bankruptcy in September 2017, is seeking financing after lackluster holiday sales failed to generate the cash it had hoped for, Jessica DiNapoli, writing for Reuters, reports, citing people familiar with the matter. Sources told Reuters that rue21 has hired investment bank Piper Jaffray Companies to help raise funds. The report notes that the size of that loan could not be learned. The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania confirmed rue21's First Amended Joint Plan of Reorganization on September 8, 2017. The Effective Date occurred on September 22. rue21 closed around 400 of its approximately 1,100 stores. Reuters recounts that rue21 had been controlled by private equity firm Apax Partners LLP, which had acquired it in 2013 for $1.1 billion, prior to its bankruptcy filing. Creditors, including hedge funds BlueMountain Capital Management LLC, Southpaw Asset Management LP and Pentwater Capital Management LP, won control of the company last year as part of the bankruptcy. rue21 exited bankruptcy with a loan backed by its assets of up to $125 million, and a term loan of $50 million. It managed to cut its debt by about $700 million during the bankruptcy process. About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. rue21 estimated $1 billion to $10 billion in assets and liabilities. Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders, Prepetition Term Loan Agent and Term Loan Steering Committee are Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J. Bresch, Esq., at Jones Day. Counsel to the DIP ABL Agent and the Prepetition ABL Agent are Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer, Esq., at Buchanan Ingersoll & Rooney PC. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017, appointed seven creditors to serve on the official committee of unsecured creditors. The Committee has tapped Cooley LLP as counsel; and Fox Rothschild LLP as local counsel. SAGUARO ISSUER: Moody's Puts Ser. L & K Debt Ratings Under Review ----------------------------------------------------------------- Moody's Investors Service has placed on review for upgrade the ratings on the following units issued by Saguaro Issuer Trust: US$11,000,000 aggregate face amount of Principal Units, Series K, Ba2 Placed Under Review for Possible Upgrade; previously on June 19, 2017 Upgraded to Ba2 US$34,000,000 aggregate face amount of Principal Units, Series L, Ba2 Placed Under Review for Possible Upgrade; previously on June 19, 2017 Upgraded to Ba2 RATINGS RATIONALE The rating actions are a result of a rating change on National Westminster Bank PLC's Junior Subordinate rating ("Underlying Securities"), whose Ba2(hyb) ratings were placed on review for upgrade on January 30, 2018. The transaction is a structured note whose ratings are based on the rating of the Underlying Securities and the legal structure of the transaction. Methodology Underlying the Rating Action The principal methodology used in these ratings was "Moody's Approach to Rating Repackaged Securities" published in June 2015. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: The ratings will be sensitive to any change in the Junior Subordinate rating of National Westminster Bank PLC. SALIENT CRGT: Moody's Revises Outlook to Stable & Affirms B3 CFR ---------------------------------------------------------------- Moody's Investors Service has changed the rating outlook of Salient CRGT, Inc. to stable from negative and affirmed the Corporate Family rating of B3. Concurrently, the first lien bank facility rating has been upgraded to B2 from B3, with expectation that free cash flow will prepay first lien term loan, reducing the senior secured claim within the corporate family's capital structure. RATINGS RATIONALE The rating outlook change to stable follows revenue traction and booking progress that Salient achieved in the second half of 2017 and that Moody's believes will continue. The outlook anticipates low single digit percentage revenue growth across 2018-2019 with annual EBITDA generation of around $70 million to $75 million, and free cash flow to debt in the 3%-5% range. The expected financial performance should permit term loan prepayment of $20 million p.a. over the next two years. Debt prepayment will be important for sustained headroom under the first lien credit agreement's financial maintenance covenant thresholds. The test thresholds step down significantly through 2019 but, as long as operating performance holds up as expected, Salient should be able to maintain sufficient cushion. The B3 CFR factors in Salient's small scale, high financial leverage, and historical emphasis on M&A-driven growth. At $500 million in revenues Salient often competes against larger companies that possess greater resources and qualifications. Credit metrics including the expected debt/EBITDA of mid-6x, with EBIT/interest less than 1x are modest. Salient's growth objectives and private equity ownership make debt-funded acquisitions probable and those transactions could result in sustained high financial leverage. The rating also factors in that, while small, Salient's heritage as a custom software developer with long-standing presence at several federal agencies-US Postal Service, Food and Drug Administration, US Special Forces community- drives a reasonably high degree of fixed price revenue and solid EBITDA margin. The skill set should remain in demand as agencies modernize networks, expand data analytic capabilities and invest for cyber security. Upgrades: Issuer: Salient CRGT, Inc. -- Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Salient CRGT, Inc. -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Salient CRGT, Inc. -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 Upward rating momentum would depend on revenue and backlog growth, debt/EBITDA closer to 5x with free cash flow to debt in the high single digit percentage rating. Expectation of meaningful headroom under covenant tests would also likely accompany an upgrade. Downward rating pressure would mount with debt/EBITDA above 7x, significant revenue or backlog decline, or weaker liquidity. Salient CRGT, headquartered in Fairfax, Virginia, is a provider of custom software development, data analytics, and other technology services to US government agencies. Salient CRGT is a portfolio company of Bridge Growth Partners and Frontenac Company (equally split ownership). Annual revenues are approximately $500 million. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. SAVERS INC: Bank Debt Trades at 4.22% Off ----------------------------------------- Participations in a syndicated loan under which Savers Inc (fka TVI Inc) is a borrower traded in the secondary market at 95.78 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.45 percentage points from the previous week. Savers Inc (fka TVI Inc) pays 375 basis points above LIBOR to borrow under the $715 million facility. The bank loan matures on October 2, 2019. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. SCHROEDER BROTHERS: U.S. Trustee Wants Plan Disclosures Amended --------------------------------------------------------------- United States Trustee Patrick S. Layng objects to Schroeder Brothers Farms of Camp Douglas LLP's disclosure statement dated Dec. 30, 2017 because it does not provide adequate information. The U.S. Trustee asserts that the Disclosure Statement should be amended and should include, among other things, these additional bits of information: * The Debtor has incurred substantial losses while this case has been pending. The profit and loss statement included in Debtor’s most recent operating report, for November 2017, states that the Debtor had a net loss during the first 11 months of 2017 of $191,004.49. * Since this case was filed, the Debtor has not had sufficient cash flow to pay its current expenses. Debtor's most recent operating report includes a summary of Debtor's accounts payable, which states that Debtor has incurred over $167,000 of unsecured, post-petition liabilities since this case was filed (not including professional fees), and a bank statement which shows that the Debtor has less than $6,000 of cash on hand. * Debtor's milk production is not increasing, and will not reach $120,000 per month, as suggested in Article IV of the Disclosure Statement. Debtor's operating report for November 2017 states that the Debtor had average milk sales during the first 11 months of 2017 of approximately $70,000 per month, but that Debtor's milk sales during November 2017 were only $46,659. The U.S. Trustee requests that the Court deny approval of Debtor's Disclosure Statement unless it is revised to include said information. A copy of the U.S. Trustee's Objection is available at: http://bankrupt.com/misc/wiwb1-16-13719-138.pdf Attorney for United States Trustee: Thomas P. Walz Office of the United States Trustee 780 Regent St., Suite 304 Madison, WI 53715 (608) 264-5522, ext. 5643 About Schroeder Brothers Schroeder Brothers Farm of Camp Douglas LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Wis. Case No. 16-13719) on November 2, 2016. The petition was signed by Rocky Schroeder, authorized representative. The case is assigned to Judge Catherine J. Furay. The Debtor is represented by Pittman & Pittman Law Offices, LLC. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $1 million to $10 million. On December 7, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. SEADRILL LTD: Bank Debt Trades at 12% Off ----------------------------------------- Participations in a syndicated loan under which Seadrill Ltd is a borrower traded in the secondary market at 88.00 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 4.27 percentage points from the previous week. Seadrill pays 300 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on February 21, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. SENIOR OAKS: Hires David L. Lord as Attorney -------------------------------------------- Senior Oaks, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ David L. Lord and Associates, P.A., as attorney to the Debtor. Senior Oaks requires David L. Lord to: a. advise the Debtor as to her rights, duties, and powers as a Debtor in Possession; b. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy case, specifically excluding adversary documents and pleadings, and to prepare and negotiate one or more plans of reorganization for the Debtor; c. represent the Debtor at all hearings, meeting of creditors, conferences, trials, and other proceedings in this case, specifically excluding adversary proceedings; and d. perform such other legal services as may be necessary in connection with the bankruptcy case, specifically excluding adversary proceedings. David L. Lord will be paid at these hourly rates: Attorneys $275 Paralegals $85 David L. Lord will be paid a retainer in the amount of $10,000. David L. Lord will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Lord, partner of David L. Lord and Associates, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David L. Lord can be reached at: David L. Lord, Esq. DAVID L. LORD AND ASSOCIATES, P.A. 1819 24th Avenue Gulfport, MS 39501 Tel: (228) 868-5667 Fax: (228) 868-2554 E-mail: lordlawfirm@bellsouth.net About Senior Oaks Senior Oaks, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 17-52141) on Oct. 30, 2017. In the petition signed by its owner, Brenda Lee Chapman, the Debtor estimated $100,000 to $500,000 in both assets and liabilities. The Debtor is represented by David L. Lord, Esq., at David L. Lord and Associates, P.A., in Gulfport, Mississippi. SERTA SIMMONS: Bank Debt Trades at 6.25% Off -------------------------------------------- Participations in a syndicated loan under which Serta Simmons Bedding LLC is a borrower traded in the secondary market at 93.75 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.11 percentage points from the previous week. Serta Simmons pays 800 basis points above LIBOR to borrow under the $450 million facility. The bank loan matures on November 8, 2024. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. SERVICE WELDING: Disclosures Okayed; April 17 Plan Hearing ---------------------------------------------------------- Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western District of Kentucky approved Service Welding & Machine Company, LLC's disclosure statement to accompany its amended plan of reorganization. The confirmation hearing will be held on April 17, 2018 at 9:00 a.m. (Eastern Time) in Courtroom #3, Fifth Floor, Gene Snyder U.S. Courthouse, 601 West Broadway, Louisville, Kentucky. Any objections to confirmation of the Debtor's Plan must be filed with the Court on or before April 10, 2018. This Plan provides for three class of secured claims; one class of priority unsecured claims; four classes of unsecured claims; and one class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 2.5 cents to 4 cents on the dollar, depending on the total claims allowed. This Plan also provides for the payment of administrative and priority claims in full over time as provided in the Plan. Members of Class 3.a. will receive their pro-rata share of monthly payments, to be distributed in full satisfaction of their claims. Commencing on the first month following the payment of all administrative expenses and Class 1 claims, the Debtor will make monthly payments of $4,000.00 to Class 3.a., provided however that the total amount paid in any month to Class 1 claims, Class 3.a. claims, and administrative expense claims shall not exceed $4,000.00. To the extent the amount due to Class 3.a. claims, Class 1, plus the administrative expense claims exceeds $4,000.00, Class 3.a. shall forfeit such amount. Such payments shall terminate sixty (60) months following the Effective Date of the Plan. Members of Class 3.a. are impaired. Payments and distributions under the Plan will be funded by the future revenues of the Debtor. A full-text copy of the First Amended Plan dated Jan. 29, 2018, is available at: http://bankrupt.com/misc/kywb17-30485-151.pdf About Service Welding & Machine Company Service Welding & Machine Company, LLC, based in Louisville, Kentucky, sells and installs single and double wall storage tanks for a variety of industries including petroleum, chemical, distillery, potable water, industrial, and food/agriculture. Service Tanks was established in 1928 and was primarily manufacturing storage tanks and doing repair work. In 2013, the owners sold the business to Jeff Androla, president, and two other investors. Service Welding & Machine Company filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-30485) on Feb. 17, 2017. The Hon. Joan A. Lloyd presides over the case. The Debtor disclosed $516,432 in assets and $2.12 million in liabilities. The petition was signed by Jeff Androla, president. Charity B. Neukomm, Esq., at Kaplan & Partners LLP, serves as bankruptcy counsel to the Debtor. SHERIDAN INVESTMENT I: $741MM Bank Debt Trades at 15.50% Off ------------------------------------------------------------ Participations in a syndicated loan under which Sheridan Investment Partners I LLC is a borrower traded in the secondary market at 84.50 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.01 percentage points from the previous week. Sheridan Investment I pays 350 basis points above LIBOR to borrow under the $741 million facility. The bank loan matures on October 1, 2019. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 15.50% Off ------------------------------------------------------------- Participations in a syndicated loan under which Sheridan Production Partners I-A LP is a borrower traded in the secondary market at 84.50 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.01 percentage points from the previous week. Sheridan Production I-A pays 350 basis points above LIBOR to borrow under the $98 million facility. The bank loan matures on October 1, 2019. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 15.50% Off ------------------------------------------------------------- Participations in a syndicated loan under which Sheridan Production Partners I-M LP is a borrower traded in the secondary market at 84.50 cents-on-the-dollar during the week ended Friday, February 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.01 percentage points from the previous week. Sheridan Production I-M pays 350 basis points above LIBOR to borrow under the $60 million facility. The bank loan matures on October 1, 2019. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, February 2. SHIRLICK CORP: Hires Roach & Leite as General Counsel ----------------------------------------------------- Shirlick Corp of PA seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Roach & Leite, LLC, as general counsel to the Debtor. Shirlick Corp requires Roach & Leite to: a. provide the Debtor with legal advice respecting to its powers and duties; b. assist in the preparation of any legal papers for the Debtor; c. perform all other legal services for the Debtor which may be necessary for its restructuring and emergence from Chapter 11. Roach & Leite will be paid at these hourly rates: Attorneys $175 to $250 Paralegals $100 Roach & Leite will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Leite-Young, a partner at Roach & Leite, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Roach & Leite can be reached at: Robert Leite-Young, Esq. ROACH & LEITE, LLC 6950 Castor Avenue Philadelphia, PA 19149 Tel: (267) 343-5818 E-mail: Rleite@rlmfirm.com About Shirlick Corp of PA Shirlick Corp of PA filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 17-16744) on Oct. 2, 2017, estimating under $1 million in both assets and liabilities. The Debtor is represented by Roach & Leite, LLC. SOUTHERN INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Southern Industrial Mechanical Maintenance Company, LLC dba SIMMCO dba SIMMCO LLC PO Box 545 Brownsville, TN 38012 Business Description: SIMMCO, a division of the Blurton Group, is a construction maintenance & fabrication company based in Brownsville, Tennessee. SIMMCO offers pipe fabrication, industrial construction, facility maintenance, vessel fabrication, rigging and heavy hauling, as well as flushing & filtration services. The Company was founded in 1977. http://www.simmco.net/ Chapter 11 Petition Date: February 9, 2018 Case No.: 18-10261 Court: United States Bankruptcy Court Western District of Tennessee (Jackson) Judge: Hon. Jimmy L Croom Debtor's Counsel: Gene Humphreys, Esq. BASS, BERRY & SIMS, PLC 150 Third Avenue, S., Suite 2800 Nashville, TN 37201 Tel: 615-742-7757 E-mail: ghumphreys@bassberry.com - and - Paul G. Jennings, Esq. BASS, BERRY & SIMS PLC 150 Third Avenue S., Suite 2800 Nashville, TN 37201 Tel: 615-742-6267 E-mail: pjennings@bassberry.com - and - Glenn B. Rose, Esq. BASS, BERRY & SIMS PLC 150 Third Avenue South, Suite 2800 Nashville, TN 37201 Tel: 615-742-6273 Fax: 615-742-0464 E-mail: grose@bassberry.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by David R. Blurton, president and chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/tnwb18-10261.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Aggreko $97,902 Andrew Myers PC $20,878 Apache Industrial Services $158,701 Applied Technical Services $19,908 Bank of America $51,273 Ewing Tool $31,275 Falk LLC $43,809 Gulf Coast Marine $36,126 H & E Equipment $96,341 Horne LLP $194,114 Infinity Construction Services $20,229 International Rivers Inc. $1,071,000 600 E 2nd Street Salem, OH 44460 Keith Inc. $50,191 MRC Global Inc $413,983 PO Box 204392 Dallas, TX 75320-4392 NES Rentals $406,138 PO Box 205572 Dallas, TX 75320-5572 Nudraulix $17,207 Pipe Spool Services LLC $60,112 Sunbelt Rentals $73,414 Universal Limited Inc $1,587,486 PO Box 610097 Birmingham, AL 35261 Water and $21,250 Wastewater Services SOUTHWORTH CO: Feb. 15 Hearing on Auction of Washington Assets Set ------------------------------------------------------------------ Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts will convene a hearing on Feb. 15, 2018 at 11:00 a.m. to consider Southworth Co.'s proposed sale of all inventory, equipment and other personal property located at Northwest Corporate Park, Building B, 60l3 - 6th Avenue, South, Seattle, Washington, at auction. The Debtor is ordered to provide a copy of the Motion and the Notice of the intended public sale to the U.S. Trustee, any creditor claiming an interest in the property and their counsel, and the counsel to the creditors' committee. The Debtor is further ordered to file a certificate of said service on Feb. 6, 2018 at 4:30 p.m. About Southworth Company Southworth Company is a privately owned Massachusetts Corporation organized in 1839 and headquartered in Agawam, Massachusetts. In 2006, Southworth acquired the Esleeck Paper Company in Turners Falls where it operates as Turners Falls Paper Company. The Madison Park Group, a greeting card and gift company based in Seattle, Washington, was acquired in 2012 and operates as a division of Southworth. Southworth has recently employed approximately 100 employees and has been engaged in the manufacture of specialty papers for baking and health care applications, envelopes and office paper, as well as greeting cards and gifts. Southworth Company filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-30817) on Sept. 27, 2017. In the petition signed by John S. Leness, its president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Elizabeth D. Katz presides over the case. Joseph B. Collins, Esq., at Hendel & Collins P.C., in Springfield, Massachusetts, serves as counsel to the Debtor. The Debtor hired Doherty, Wallace, Pillsbury & Murphy P.C. as its special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Shatz, Schwartz and Fentin, P.C., as its bankruptcy counsel. SPANISH ISLES: Creditor Trustee Hires Wargo as Counsel ------------------------------------------------------ Margaret J. Smith, the Creditor Trustee of Spanish Isles Property Owners' Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Wargo & French, LLP, as counsel to the Creditor Trustee. The Creditor Trustee requires Wargo to: a. advise and assist the Creditor Trustee in securing her rights and perform her duties under the Creditor Trust Agreement and the Confirmation Order; b. advise and consult with the Creditor Trustee concerning various legal, financial and operational issues arising in the administration of the Creditor Trust; c. advise and consult with the Trustee concerning the Creditor Trust beneficiaries' rights and remedies with regard to the assets of the Creditors Trust; d. investigate, prosecute, defend and represent the Creditor Trustee's interests in actions arising from or related to the Creditor Trust assets, or in the recovery of potential assets of the Creditor Trust; e. assist in the preparation of such pleadings, motions, notices and orders as are required for the orderly administration of the rights of the Creditor Trust, Creditor Trustee, and the Creditor Trust beneficiaries; f. enforce and collect any judgment or settlements, holding title to the Creditor Trust assets for the benefit of the Creditor Trust beneficiaries and the preservation and protection of the same in accordance with the Confirmation Order and Creditor Trust Agreement; g. assist the Trustee in creating reserves and make distributions to the Creditor Trust beneficiaries based on their respective entitlement to receive distributions; h. assist the Creditor Trustee in managing and administering the affairs of the Creditor Trust, enter into and execute agreements, paying fees and expenses in connection with the Creditor Trust, and maximize value of the Creditor Trust assets; i. provide advice to the Creditor Trustee with respect to disputes with homeowners over the collection of assessments; and j. perform such other services and take all other actions necessary to carry out the duties imposed on the Creditor Trustee in the Creditor Trust Agreement and as are in the best interest of the Creditor Trustee and the trust beneficiaries. Wargo will be paid at these hourly rates: Partners $410 to $700 Associates $240 to $400 Paralegals $100 to $250 Wargo will also be reimbursed for reasonable out-of-pocket expenses incurred. Kristopher E. Aungst, a partner at Wargo & French, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Wargo can be reached at: Kristopher E. Aungst, Esq. WARGO & FRENCH, LLP 201 S. Biscayne Blvd., Suite 1000 Miami, FL 33131 Tel: (305) 777-6000 Fax: (305) 777-6001 E-mail: mfoster@wargofrench.com About Spanish Isles Property Owners' Association, Inc. Spanish Isles Property Owners Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 14-34444) on Nov. 2, 2014, estimating assets and liabilities of less than $1 million. The Debtor was represented by Brett A Elam, Esq. Judge Erik P. Kimball presides over the case. Margaret J. Smith was appointed as Chapter 11 trustee in the Debtor's case. Kristopher E. Aungst, Esq., at Tripp Scott, P.A., is the Trustee's counsel. No official committee of unsecured creditors has been appointed in the case. * * * On Oct. 27, 2017, the Trustee filed the Amended Chapter 11 Plan of Reorganization. On Dec. 1, 2017, the Court entered an order confirming the Plan, which confirmation order authorized the appointment of Margaret J. Smith as the Creditor Trustee of the Creditor Trust Agreement. SPORTS ZONE: $900K Sale of All Assets to New Legacy Approved ------------------------------------------------------------ Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized Sports Zone, Inc. and its debtor-affiliates to sell substantially all their assets to New Legacy 900, Inc., for $900,000. A hearing on the Motion was held on Jan. 30, 2018. The sale is free and clear of all obligations, liabilities and Encumbrances. The Asset Purchase Agreement, including any amendments, supplements and modifications thereto, and all of the terms and conditions therein, is approved. The Debtors are authorized and directed in accordance with sections 105(a), 363 and 365 of the Bankruptcy Code to (a) assume and assign to the Purchaser, effective upon the Closing of the Sale Transaction, the Designated Contracts free and clear of all Encumbrances of any kind or nature whatsoever and (b) execute and deliver to the Purchaser such documents or other instruments as may be necessary to assign and transfer the Designated Contracts to the Purchaser. All defaults or other obligations of the Debtors under the Designated Contracts arising or accruing prior to the date of the Order will be cured by the Purchaser pursuant to the schedule of payments described in (a) the Asset Purchase Agreement, or (b) any, stipulations, agreements, or side letters entered into between a landlord, the Debtors, and the Purchaser, and the Purchaser will have no liability or obligation arising or accruing prior to the Closing, except as otherwise expressly provided in the Asset Purchase Agreement or the Side Letter. The Purchaser may elect to take an assignment of certain contracts and leases previously omitted from the Asset Purchase Agreement after the Closing and prior to the conversion or dismissal of their chapter 11 cases. The counterparties will have 15 Business Days to object to the Cure Amount or the assumption. If the counterparties, the Debtors and the Purchaser are unable to reach a consensual resolution with respect to an objection to the Cure Amount or assumption of a Previously Omitted Contract, the Debtors will seek an expedited hearing before Bankruptcy Court to determine the Cure Costs and approve the assumption. If there is no objection, then the Debtors will obtain an order of this Court fixing the Cure Amount and approving the assumption of the Previously Omitted Contract. With respect to DC USA Operating Co., LLC, in addition to making the cure payments of $75,767 pursuant to the schedule described in the Sale Motion, the Purchaser will provide a security deposit to DC USA equal to one months' rent, at or promptly after Closing. In full satisfaction of the Debtors' obligation pursuant to 11 U.S.C. Section 366(b) to provide adequate assurance of payment to Potomac Electric Power Co. ("PEPCO"), the Debtors will pay their best good-faith estimate of all accrued but unpaid post-petition charges due to PEPCO, up to and including the Closing date, at Closing. The Debtors and PEPCO will then true-up any difference between actual and estimated consumption within 20 days of Debtors' receipt of PEPCO's final bill. The Debtors stipulate that they instruct PEPCO to final bill and close their accounts on the Closing date. The Purchaser is responsible for opening PEPCO accounts for all relevant properties as of the Closing date and will be responsible for PEPCO's bills from that date forward. To the extent applicable, the automatic stay pursuant to section 362 of the Bankruptcy Code is lifted with respect to the Debtors to the extent necessary, without further order of the Court (a) to allow the Purchaser to give the Debtors any notice provided for in the Asset Purchase Agreement, and (b) to allow the Purchaser to take any and all actions permitted by the Asset Purchase Agreement. There are no brokers involved in consummating the Sale Transaction and no brokers' commissions are due. Notwithstanding anything to the contrary contained herein, the purchase by the Purchaser of the Acquired Assets is subject to the Assumed Liabilities, and the Purchaser will remain liable for the Assumed Liabilities, all as set forth in the Asset Purchase Agreement. The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004 or 6006 or any other provision of the Bankruptcy Code or Bankruptcy Rules is expressly lifted. The Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in the Order, and except as directed by the Court in the Order, may in their discretion and without further delay take any action and perform any act authorized under the Order. About The Sports Zone The Sports Zone, Inc., doing business Sports Zone and Sports Zone Elite -- https://sportszoneelite.com -- operates retail stores in Washington, Maryland, and Virginia selling footwear, apparel and accessories. Based in Beltsville, Maryland, the company offers brands like Adidas, New Balance, and The North Face. The company is 100% owned by Michael Syag. Sports Zone, Inc., sought Chapter 11 protection (Bankr. D. Md. Case No. 17-26758) on Dec. 15, 2017. In the petition signed by CEO Michael Dahan, the Debtor estimated assets of $500,000 to $1 million and debt of $1 million to $10 million. On Dec. 21, 2017, its subsidiaries, The Zone 220, LLC; Sports Zone of Hechinger, LLC; The Zone 450, LLC; The Zone 600, LLC; The Zone 620, LLC; Zone of DC USA, LLC; The Zone 700, LLC; The Zone 870, LLC; and The Zone 999, LLC, each filed a voluntary petition for bankruptcy relief and protection under chapter 11 of the Bankruptcy Code. Each of the Subsidiary Debtors is 100% of owned by The Sports Zone. The Debtors have sought joint administration of the Chapter 11 cases. Judge Thomas J. Catliota is the case judge. The Debtors tapped Justin Philip Fasano, Esq., and Janet M. Nesse, Esq., at McNamee Hosea, as counsel. STEINWAY MUSICAL: Moody's Rates New $235MM 1st Lien Sr. Loan B3 --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Steinway Musical Instruments, Inc.'s $235 million 1st lien senior secured term loan. Steinway's B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating remain unchanged. The proceeds, along with borrowings under the proposed upsized ABL credit facility, will be used to repay the existing 1st lien senior secured term loan, add balance sheet cash, and pay fees and expenses associated with the transaction. Moody's expects to withdraw the B3 rating on the existing term loan upon closing of the transaction. The rating outlook is stable. Moody's believes the refinancing is credit positive as it will improve Steinway's debt maturity profile, while also providing greater flexibility and headroom under financial covenants. Ratings assigned: Steinway Musical Instruments, Inc. $235 million proposed first lien senior secured term loan due 2025 at B3 (LGD 4) Ratings Unchanged: Steinway Musical Instruments, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD The rating outlook is stable Ratings expected to be withdrawn upon transaction close: Steinway Musical Instruments, Inc. $305 million first lien senior secured term loan due 2019 at B3 (LGD 4) RATINGS RATIONALE Steinway's B3 CFR reflects the company's modest scale, moderately high financial leverage at about 5.5x, and narrow product focus. The rating also reflects the high discretionary nature and high price points of its flagship product (Steinway grand piano), as well as the event risks and aggressive financial policies associated with being owned by a hedge fund. The rating is supported by Steinway's strong brand recognition and high product quality, geographic diversification, and breadth of product offerings in musical instruments. The stable rating outlook reflects Moody's expectation that the company will remain relatively small, exposed to cyclical demand, and with moderately high financial leverage. Moody's could downgrade the ratings if liquidity deteriorates, operating performance weakens or if the company pursues a material debt financed acquisition or shareholder distribution. The ratings could be upgraded if Steinway maintains stable operating performance and positive free cash flow, achieves greater scale and product diversification, and sustains debt to EBITDA below 4.5x. The principal methodology used in this rating was Consumer Durables Industry published in April 2017. Steinway Musical Instruments, Inc., headquartered in New York, New York, is one of the world's leading manufacturers of musical instruments. The company's products include Steinway & Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach Stradivarius trumpets, C.G. Conn French horns, King trombones, and Ludwig snare drums. The company is owned by Paulson & Co., Inc. through its Pianissimo Acquisition Corp. subsidiary. Annual revenues are approximately $400 million. STEINWAY MUSICAL: S&P Raises CCR to 'B' on Expected Refinancing --------------------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on U.S.-based Steinway Musical Instruments Inc. to 'B' from 'B-'. The outlook is stable. S&P said, "We are also assigning a 'B' issue-level rating and a '3' recovery rating, indicating our expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of payment default, to the company's proposed $225 million first-lien term loan, which will mature in 2025. We estimate the company will have reported debt of roughly $277 million at the close of the transaction." The upgrade reflects the expected closing of a leverage-neutral refinancing of the company's entire capital structure and expectations for continued strong performance over the next year. The company expects to refinance its $75 million asset-backed loan (ABL) and $305 million term loan, both due in 2019, with the closing of a new $110 million ABL maturing in 2023 and $225 million term loan maturing in 2025. The proposed transaction will remove the near-term refinancing risk. The new term loan is expected to be covenant light while the ABL will carry a minimum fixed charge coverage ratio covenant, which will spring if availability falls below 15%. The upgrade also reflects continued expected strong sales within the Piano segment and recently implemented process improvements within the Eastlake, Ohio band instrument plant. In the beginning of 2017, the company implemented a new strategy within its piano segment, which targeted a move away from traditional print and media advertising in favor of additional showrooms in key global locations to display its piano offerings. The company also introduced a new self-playing concert piano, the Spirio, which thus far has resonated well with customers. The combination of the new showrooms and introduction of the higher margin Spirio has resulted in strong sales growth across key geographies in the second half of fiscal year ended Dec. 31, 2017, notably Europe and Asia. Furthermore, the company has recently implemented a visual inventory management system within its Eastlake, Ohio musical instruments plant, which should help alleviate bottlenecks thereby increasing fixed-cost absorption and overall plant efficiency. Because of these improvements, S&P expects the company to reduce debt to EBITDA to roughly 5.0x at fiscal year-end 2018, while generating roughly $37 million of free operating cash flow S&P said, "The stable outlook reflects our view that the company will sustain recent operational improvements including better efficiency within the Eastlake, Ohio facility, and our expectation that the company will sustain mid-single-digit sales growth, driven by continued strong sales of its Spirio piano and recently opened showrooms in key geographic locations. "We could lower the rating if debt to EBITDA were to be sustained over 6.5x. This could result from a 400 basis-point decrease in gross margins, coming for example, from a significant disruption at one of Steinway's key plants and resulting in lower fixed-cost absorption or a sudden decline in piano sales as the result of weaker economic trends. It could also result from a change in financial policy such as a large debt-financed dividend. "While unlikely over the next 12 months, we could raise the rating if debt to EBITDA were to fall meaningfully below 5x with a firm commitment to a financial policy aimed at maintaining leverage below 5x." STOP ALARMS: Trustee's Sale of All Assets for $450K Okayed ---------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Michael E. Collins, the Chapter 11 Trustee of Stop Alarms Holdings, Inc. and Stop Alarms, Inc. ("SAI"), to sell substantially all operating assets of SAI to Frase Protection, Inc., for approximately $450,000. The sale is free and clear of liens. The 14-day stay established by Federal Rule of Bankruptcy Procedure 6004(h) is waived. About Stop Alarms Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc. and affiliate Stop Alarms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. The cases are jointly administered. In the petitions signed by Patrick Massey, president, Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million, and SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. Alexander Thompson Arnold PLLC is the Debtors' public accountants. An official committee of unsecured creditors has not been appointed in the Chapter 11 cases. STRIDE ACADEMY: S&P Alters Outlook to Stable & Affirms CCC- Rating ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'CCC-' long-term rating on St. Cloud, Minn.'s series 2016A and series 2016B lease revenue bonds, issued for STRIDE Academy (Stride or the academy). "The revised outlook reflects our view of the increased potential that a five-year authorization may be granted from a new authorizer, pending state approval," said S&P Global Ratings credit analyst Kaiti Wang. "The affirmation of the rating at the 'CCC-' level reflects our expectation that Stride will continue to face severe operational pressure for the remainder of this fiscal year with draws on its cash reserves in order to meet its debt obligations," Ms. Wang added. S&P anticipates fiscal 2018 results to be in violation of financial covenants as well following violations in fiscal 2017. The academy commenced operations in fall 2005. It served kindergarten through eighth grade (K-8) in one facility in St. Cloud, Minn. It had 705 students in fall 2016, and enrollment was down to 680 students at the end of the school year. About 300 students are enrolled in K-6 for fiscal 2018. STRUCTURED ADJUSTABLE 2004-19: Moody's Lowers 3 Tranches to B3 -------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of three bonds, and confirmed the rating of one bond from Structured Adjustable Rate Mortgage Loan Trust 2004-19. The action includes the resolution of the review of Class BX, an interest-only (IO) bond that was among those placed on review on 29 August 2017 in connection with a reassessment of Moody's internal linkage of certain IO bonds to their reference bond(s) or pool(s). Complete rating actions are: Issuer: Structured Adjustable Rate Mortgage Loan Trust 2004-19 Cl. 1-A1, Downgraded to B3 (sf); previously on Jun 28, 2017 Downgraded to Ba3 (sf) Cl. 1-A2, Downgraded to B3 (sf); previously on Jun 28, 2017 Downgraded to Ba3 (sf) Cl. 1-A2X, Downgraded to B3 (sf); previously on Jun 28, 2017 Downgraded to Ba3 (sf) Cl. BX, Confirmed at C (sf); previously on Aug 29, 2017 C (sf) Placed Under Review for Possible Upgrade RATINGS RATIONALE The rating actions reflect the recent performance of the underlying pools and Moody's updated loss expectation on the pools. The rating downgrades are due to the erosion of enhancement available to the bonds. The action resolves the review of Class BX, an IO bond which was among those placed on review for a reassessment of the IO bond linkages captured in Moody's internal database, prompted by the identification of errors in that database. The factors that Moody's considers in rating an IO bond depend on the type of referenced securities or assets to which the IO bond is linked. For the Class BX bond, the linkage was incorrect and has been updated. Additionally, Class BX is an IO PO, a bond with both an IO component and a principal-only (PO) component. Moody's determines the ratings of IO PO bonds such as this using a weighted average of the ratings of the two components. The balance of the PO component of Class BX is zero; as a result, the rating of this bond reflects the rating of the IO component only. The rating confirmation on Class BX reflects the updated linkage as well as the performance of the underlying collateral and bonds. The principal methodology used in rating Classes 1-A1 and 1-A2 was "US RMBS Surveillance Methodology" published in January 2017. The methodologies used in rating Classes 1-A2X and BX were "US RMBS Surveillance Methodology" published in January 2017 and "Moody's Approach to Rating Structured Finance Interest-Only (IO) Securities" published in June 2017. Factors that can lead to an upgrade or downgrade of the ratings: Ratings in the US RMBS sector remain exposed to the high level of macroeconomic uncertainty, and in particular the unemployment rate. The unemployment rate fell to 4.1% in December 2017 from 4.7% in December 2016. Moody's forecasts an unemployment central range of 3.5% to 4.5% for the 2018 year. Deviations from this central scenario could lead to rating actions in the sector. House prices are another key driver of US RMBS performance. Moody's expects house prices to continue to rise in 2018. Lower increases than Moody's expects or decreases could lead to negative rating actions. Finally, performance of RMBS continues to remain highly dependent on servicer procedures. Any change resulting from servicing transfers or other policy or regulatory change can impact the performance of these transactions. An IO bond may be upgraded or downgraded, within the constraints and provisions of the IO methodology, based on lower or higher realized and expected loss due to an overall improvement or decline in the credit quality of the reference bonds and/or pools. TERRAFORM POWER: Fitch Affirms 'BB-' IDR on Saeta Yield Acquisition ------------------------------------------------------------------- Fitch Ratings has affirmed TerraForm Power Operating LLC's (TERPO) Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook. The action follows parent company Terraform Power Inc.'s (TERP) announcement that it plans to acquire Saeta Yield (Saeta). The transaction, if closed, will enhance TERPO's geographic diversification, provide regulated and contracted cash flow and modestly improve credit metrics. However, Fitch believes the operating environment for renewables in Spain is less stable and transparent than in the U.S. where TERPO primarily operates. Primary concerns include the lack of a regulatory track record, uncertainties associated with regulated return after 2019, and a large though declining cumulative tariff deficit. TERPO's long-term rating stability also depends on its demonstration of a conservative and consistent approach to executing its new business plan while operating under a new sponsor Brookfield Asset Management (Brookfield). Fitch calculates TERPO's credit metrics using a deconsolidated approach as TERPO's operating assets are projects largely financed with non-recourse debt. Fitch expects holdco only FFO adjusted leverage to be near 6x in the next two years and decline to mid-5x by 2022. The leverage ratio incorporates a modest reduction in regulated return in Spain after 2019. TERPO's publicly stated long- term target is net holdco debt/cash available for debt service (CAFDS) of 4.0x to 5.0x. Management's calculations do not include the management fee paid to Brookfield, which Fitch subtracts from holdco FFO. On Feb. 7, 2018, TERP announced that it launched a tender offer to acquire 100% equity interest in Saeta, a Spanish publicly listed yieldco, for $1.2 billion. TERP will issue $400 million of equity that is 100% backstopped by Brookfield to provide a minimum price floor. The remainder will be financed with available liquidity, which is expected to be repaid by project financing and cash release from Saeta. Saeta owns and operates approximately 1 GW of regulated and contracted wind and solar assets (76% wind and 24% solar) primarily in Spain. Over 80% of the revenues are regulated under Spain's renewable power framework, and the remaining 20% are under long-term power contracts. Weighted average life of contract life is 15 years, and average age of the portfolio is six years. KEY RATING DRIVERS Transaction Enhances Diversification The acquisition will enhance TERPO's operating scale and geographic diversification, which Fitch views favorably. TERPO will increase its generation capacity by nearly 40% and will expand its presence in Western Europe. Over 80% of Saeta's revenues are regulated under Spain's renewable power framework and the remaining 20% are under long-term power contracts mostly with investment grade counterparties. The weighted average life of the portfolio's contract life is 15 years, and the average age is six years, similar to TERPO's existing portfolio. Challenging Operating Environment in Spain Fitch views Spain's energy market regulation as less stable and transparent than that of U.S. where the existing TERPO projects primarily operate. The regulatory framework continues to evolve after a hard-landing for renewables in 2013. The current regime is relatively new. It provides earnings and cash flow visibility by setting allowed regulatory return and limiting exposure to market and volumetric risk, which Fitch views favorably. Saeta's portfolio is comprised of 76% wind and 24% solar. Wind resources are subject to greater variability, and Spain's recovery mechanism strongly favors solar to wind. Additionally, current regulatory return (7.4%) could be at risk at the end of 2019 due to its linkage to the 10-year Spanish bond yield, which has declined substantially since the financial crisis. Fitch has assumed a modest decline of regulatory return in its projection after 2019. The lack of regulatory track record and the lack of independent regulator in Spain are also credit concerns. The cumulative tariff deficit continues to be large, although declining, which could sustain political pressure on reducing support for renewables. Execution of Business Plan is Key TERPO's long-term rating stability will depend on establishing a track record of conservative and consistent approach to executing its new business plan under a new sponsor. While Fitch expects Brookfield's sponsorship to be supportive of TERPO's credit quality, the relationship is nascent. TERPO is primarily a U.S. renewables operator. and Brookfield's renewable experience has been predominantly in hydro (4.5 GW) in the U.S. and Colombia and in wind (1.2 GW) in Ireland, Canada, U.S. and Portugal. The ability to effectively manage Saeta's sizeable wind and solar portfolio in two new markets is yet to be seen. In addition to integrating the new acquisition, TERP is also expected to rationalize and streamline cost structure resultant from multiple acquisitions directed by the previous sponsor. The company publicly announced it is targeting $10 million of expense reduction within the first year and an additional $15 million reduction over the next two to three years. Credit Metrics Based on the financing plan, Fitch expects TERPO's leverage ratio to modestly improve over the next five years. Holdco only FFO adjusted leverage is expected to be near 6x and improve to mid 5x starting 2020. The ratio incorporated Fitch's assumptions that borrowings from the acquisition at the holdco level will be repaid by 2020 and that regulated return in Spain will decline beginning 2020. TERPO's publicly stated long term target is net holdco debt/CAFDS of 4.0x to 5.0x. It should be noted that management's calculations do not include the management fee paid to Brookfield, which Fitch subtracts from holdco FFO. Additionally, Fitch uses gross debt to calculate leverage ratios. DERIVATION SUMMARY TERPO's ratings are based upon a deconsolidated approach. TERPO's subsidiaries are project subsidiaries that have been financed using non-recourse debt or with tax equity. Fitch applies the deconsolidated approach to NextEra Energy Partners (NEP, BB+/Stable), AES Corp (BB/Positive), and ContourGlobal (BB-/Stable), all three of which own and operate portfolios of non-recourse projects. Given the variable nature of wind and solar resource and the reasonably diversified portfolio, Fitch uses the issuer's sustained renewable production of P50 as base case and P90 as stress case. NEP and TERPO (pro forma) are similar in terms of generation capacity. However, Fitch considers NEP better positioned than TERPO owing to NEP's primary presence in the U.S., stronger credit metrics and its association with NextEra Energy Inc. (A-/Stable). Fitch views TERPO's assets to be superior to those of ContourGlobal, which carry significant re-contracting risk as well as political/regulatory risk in emerging markets. Fitch considers TERPO's portfolio to also be superior to AES portfolio in terms of contract length and no environmental and commodity exposure. However, AES's portfolio is large and more geographically diversified than TERPO. Furthermore, AES has a demonstrated history of stable project distributions and lower payout ratio leading to steadily improving credit metrics in recent years. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Certain % reduction of regulated return in Spain starting 2020 is assumed; -- Repayment of acquisition borrowings by 2020. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Holdco leverage ratio below 5.5x on a sustainable basis; -- TERPO and its sponsor demonstrating a track record of conservative and consistent approach in executing its business plan and managing growth from a credit perspective; -- Regulated return in Spain after 2019 is materially higher than what Fitch has assumed, leading to a meaningful improvement in the leverage ratio. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Holdco leverage ratio exceeding 6.5x on a sustainable basis; -- If TERPO fails to repay holdco level acquisition debt including the sponsor line by 2020, thus causing leverage ratio to exceed 6.5x; -- Material underperformance in the underlying assets that lends variability or shortfall to expected project distributions; -- Substantial deterioration in regulated return or regulatory construct in Spain; -- Aggressive dividend growth target that is disproportionate to growth of earnings and cash flow; -- Growth strategy underpinned by aggressive acquisitions and/or addition of assets in the portfolio that bear material volumetric, commodity, counterparty or interest rate risks; -- Lack of access to funding that may lead TERPO to deviate from its target capital structure. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: TerraForm Power Operating, LLC -- Long-term IDR 'BB-'; -- Term loan 'BB+/RR1'; -- Senior unsecured notes 'BB/RR2'. TRI STATE TRUCKING: March 23 Amended Plan Confirmation Hearing -------------------------------------------------------------- Bankruptcy Judge John J. Thomas issued an order approving Tri State Trucking Company's amended disclosure statement to accompany its amended plan of reorganization filed on Oct. 16, 2017. March 5, 2018 is fixed as the last day for submitting a ballot to accept or reject the amended plan, and the last day for filing and serving written objections to the confirmation of the amended plan. March 16, 2018 is fixed as the last day for the Debtor to file a tabulation of ballots accepting or rejecting the amended plan. March 23, 2018 is fixed as the date for the hearing on the confirmation of the amended plan at the U.S. Bankruptcy Courtroom, 240 West Third Street, U.S. Courthouse, Third Floor, Courtroom #3, Williamsport, Pennsylvania. About Tri State Trucking Company Tri State Trucking Company operates an over the road logistics company hauling various freight of its customers. It employs approximately 50 people and operates from its headquarters located at 16064 Route 6, Mansfield, Pennsylvania 16933. Tri State filed Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015. William E. Robinson signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $1 million. Mette, Evans, & Woodside represents the Debtor as counsel. Judge John J. Thomas is assigned to the case. The Debtor also hired Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., as counsel. TRIMUR PARTNERS: Hires Frank B. Lyon as Attorney ------------------------------------------------ Trimur Partners, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Offices of Frank B. Lyon, as attorney to the Debtors. Trimur Partners requires Frank B. Lyon to: a. give the Debtors legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. advise the Debtors of its responsibilities under the Bankruptcy Code and assist with such; c. prepare and file the voluntary petition and other paperwork necessary to commence the bankruptcy proceeding; d. assist the Debtors in preparing and filing the required Schedules, Statement of Affairs, Monthly Financial Reports, the Initial Debtor Report and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of Court, and the administrative procedures of the Office of the U.S. Trustee; e. represent the Debtors in connection with adversary proceedings and other contested and uncontested matters, both in the Bankruptcy Court and in other courts of competent jurisdiction, concerning any and all matters related to the bankruptcy proceedings and the financial affairs of the Debtors, including, litigation affecting property of the Estate, suits to avoid or determine lien rights or other property interests of creditors and other parties in interest, objections to disputed claims, motions to assume or reject leases and other executor contracts, motions for relief from the automatic stay and motions concerning the discovery of documents and other information related to the bankruptcy proceedings; f. represent the Debtors in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by the Bankruptcy Court; and g. assist the Debtors in the formulation of a plan of reorganization and disclosure statement, and take the necessary steps in the Bankruptcy Court to obtain approval of such disclosure statement and confirmation of such plan of reorganization. Frank B. Lyon will be paid at these hourly rates: Attorneys $395 Legal Assistants $125 Prepetition, the Debtor paid Frank B. Lyon the sum of $3,900 of which $100 went to prepetition fees and expenses and $1,717 filing fee, leaving a balance retainer of $2,083. Frank B. Lyon will also be reimbursed for reasonable out-of-pocket expenses incurred. Frank B. Lyon, partner of the Law Offices of Frank B. Lyon, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Frank B. Lyon can be reached at: Frank B. Lyon, Esq. LAW OFFICES OF FRANK B. LYON 3508 Far West Boulevard, Suite 170 Austin, TX 78731 Tel: (512) 345-8964 Fax: (512) 697-0047 E-mail: frank@franklyon.com About KRK CP, LLC and Trimur Partners Cedar Park, Texas-based KRK CP, LLC, doing business as Kids R Kids Cedar Park -- https://www.krkcedarpark.com/ -- offers full time care for children from six-weeks to five years including an accredited academic curriculum and enrichment programs. The company provides before and after school care for children from kindergarten through 5th grade. It also offers full day summer camps for school age children. Trimur Partners, Inc., KRK CP's landlord, is an Austin, Texas-based company that is engaged in the real estate leasing business. Trimur Partners, Inc. and KRK CP, LLC, d/b/a Kids R Kids Cedar Park, filed separate Chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 18-10001 and 18-10002, respectively) on Jan. 1, 2018. Patrick W. Murphey, president, signed the petitions. At the time of filing, the Trimur Partners disclosed $3,800,000 in assets and $3,780,000 in liabilities; and KRK CP, LLC, estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Frank B. Lyon, Esq., of Frank B. Lyon - Attorney At Law, serves as the Debtors' counsel. TRONC INC: S&P Puts 'B' CCR on Watch Pos. Amid Nant Capital Deal ---------------------------------------------------------------- S&P Global Ratings placed its ratings on tronc Inc., including the 'B' corporate credit rating, on CreditWatch with positive implications. The CreditWatch placement reflects tronc's announcement that it has entered into a definitive agreement to sell its California News Group to Nant Capital LLC for $500 million in cash plus the assumption of $90 million in pension liabilities. The company plans to use the proceeds to repay debt. S&P believes tronc could improve its leverage and sustain it below 3x if it repays its senior secured term loan ($363.8 million outstanding as of Sept. 24, 2017) using the asset sale proceeds and if it funds future acquisitions with modest levels of new debt borrowings. S&P said, "We aim to resolve the CreditWatch placement within the next 90 days once we have more details on the profitability and cash flow generation of tronc's remaining assets, debt repayment plans, and financial policy going forward. We could raise the corporate credit rating to 'B+' if we expect leverage will improve below 3x on a sustained basis. We could affirm the current 'B' rating if tronc doesn't meaningfully lower its debt burden or if we believe its financial policy will result in sustained leverage in the 3x-4x range." TTM TECHNOLOGIES: S&P Affirms 'BB' CCR Amid Anaren Acquisition -------------------------------------------------------------- U.S.-based printed circuit board (PCB) manufacturer TTM Technologies Inc. has formalized the debt structure to finance its announced acquisition of Anaren Inc. TTM will finance the $775 million purchase by adding $300 million to its $350 million term loan, along with cash on hand and the proceeds from a planned $300 million issue of new senior unsecured debt, which will be pari passu with the existing structurally senior unsecured notes. S&P Global Ratings affirmed its 'BB' corporate credit rating on Costa Mesa, Calif.-based TTM Technologies Inc. The outlook is stable. The rating was removed from CreditWatch, where it was placed with negative implications on Dec. 4, 2017, after the announced Anaren acquisition. S&P said, "At the same time, we affirmed our 'BBB-' issue-level and '1' recovery ratings on the company's upsized first-lien term loan ($650 million total) due in 2024. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 90%) recovery in the event of payment default. "We lowered our issue-level rating on the existing senior unsecured notes to 'BB-' from 'BB' after revising the recovery rating to '5' from '4'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of payment default. "In addition, we affirmed our 'B+' issue-level rating on the company's $250 million subordinated unsecured convertible notes due in 2020. The '6' recovery rating is unchanged and reflects our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default." All issue-level ratings have been removed from CreditWatch, where it was placed with negative implications on Dec. 4, 2017, after the announced Anaren acquisition. S&P said, "The rating affirmation reflects pro forma S&P Global Ratings-adjusted leverage in the low-3x area post the acquisition of Anaren and our expectation for it to decline to the mid-2x area within 12 months of close due in part to continued revenue growth, aggressive debt repayment, and the netting of remaining cash against debt. The rating also reflects what we consider an overall improvement to its business over the past three years. TTM continues to increase its scale, end-market, and product diversification through its acquisition of Anaren, as it had done with Viasystems in 2015. Viasystems nearly doubled the company's PCB scale, providing a footprint in the fast growing automotive segment and decreasing TTM's revenue concentration in the cellular segment. The acquisition of Anaren expands TTM's engineering skillset and provides additional product diversification, adding to the A&D and network and communications industry segments, along with expanding TTM's radio frequency technology. Given the scale of the acquisition, around 10% of TTM's revenue, and in light of TTM's history integrating Viasystems, we view the integration risk of Anaren as minimal." The stable outlook reflects S&P Global Ratings' expectation that the company's market position among leading PCB makers and its diverse end markets (serving the automotive, A&D, cellular, computing, medical, industrial and instrumentation, and networking and communication industries) will result in consistent positive operating performance. S&P said, "We could lower the rating if declines in its key end markets--resulting in part from volatility in the networking and communications industries, pricing pressure from customers, or higher labor costs--cause EBITDA to decline, resulting in leverage forecast to exceed 3x on a sustained basis. "Although unlikely over the next 12 months, we could raise the rating if the company continues to deliver revenue growth and profitability, benefiting from industry tailwinds in the automotive segment as electronic content in automobiles continues to increase, while continuing to diversify end-market product exposure away from volatile and cyclical end markets (namely cellular and networking). We could also raise the ratings should the company reduce S&P Global Ratings-adjusted leverage to below the 2x area and commit to a financial policy of sustaining that leverage." U.S.A. DAWGS: Taps Garman Turner as Legal Counsel ------------------------------------------------- U.S.A. Dawgs Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Garman Turner Gordon LLP as its legal counsel. The firm will assist the Debtor in any potential sale of its assets; pursue actions to protect its bankruptcy estate; 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: Shareholders $410 to $775 Associates $235 to $385 Paraprofessionals $155 to $190 The Debtor has paid Garman Turner the sum of $18,802 in connection with its restructuring. Garman Turner and its partners and associates are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Talitha B. Gray Kozlowski, Esq. Teresa M. Pilatowicz, Esq. Garman Turner Gordon LLP 650 White Drive, Suite 100 Las Vegas, NV 89119 Tel: (725) 777-3000 Fax: 725-777-3112 E-mail: tgray@gtg.legal tpilatowicz@gtg.legal About U.S.A. Dawgs U.S.A. Dawgs Inc. -- https://www.usadawgs.com/ -- designs, manufactures, and distributes footwear. It was founded in 2006 and is based in Las Vegas, Nevada. U.S.A. Dawgs sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-10453) on Jan. 31, 2018. In the petition signed by Steven Mann, president and chief executive officer, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Laurel E. Davis presides over the case. Garman Turner Gordon LLP is the Debtor's legal counsel. VICTORY CAPITAL: S&P Raises ICR to 'BB' on IPO, Outlook Stable -------------------------------------------------------------- S&P Global Ratings said it raised its issuer credit rating on Victory Capital Holdings Inc. to 'BB' from 'BB-' and removed the rating from CreditWatch, where it placed it with positive implications on Jan. 23, 2018. The outlook is stable. S&P said, "At the same time, we raised our issue rating on the company's secured first-lien term loan and secured revolving credit facility to 'BB' from 'BB-' and removed the rating from CreditWatch positive. The recovery rating on the company's debt is '3', indicating our expectation for meaningful (50%) recovery in the event of default." The upgrade follows the company's completion of its IPO. S&P expects the company to use the proceeds for a partial repayment of its first-lien term loan. Victory has also announced the refinancing of the remaining $360 million of its debt, pushing the maturity out until 2025. S&P said, "Following the debt repayment, we now expect that Victory will operate with leverage between 2.5x and 3x, compared with leverage above 4x in prior years. We expect Victory will remain acquisitive (and use debt to help finance its acquisitions) but will adopt a more conservative financial policy now that it is publicly traded. "While the completion of the IPO reduces the ownership of financial sponsors, they continue to own more than 40% of the company. We would view favorably a further reduction of the financial sponsors' ownership. However, it would not necessarily, by itself, lead to an upgrade of the company given our view of Victory versus similarly and higher-rated peers. "The stable outlook reflects our expectation that Victory will operate with debt to adjusted EBITDA between 2.5x-3x over the next 12 months. The stable outlook also reflects our expectation for modest organic growth in assets under management (AUM) over the same period of time. "We could lower the ratings if Victory's leverage increases above 3x for a sustained period. We could also lower the ratings if the company's investment performance deteriorates, or if the company experiences sizable outflows. "While unlikely, we could raise the ratings in the next 12 months if the company's financial sponsors significantly reduce their stake and the company operates with leverage below 2x. An upgrade would also be contingent on investment performance remaining strong and the company continuing to grow and diversify its AUM." VIRTUS INVESTMENT: Moody's Affirms Ba2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 corporate family rating (CFR) and Ba2-PD probability of default rating of Virtus Investment Partners, Inc. and changed the outlook on the ratings to stable from positive. The rating agency also downgraded the company's senior secured credit facility to Ba2 from Ba1 and maintained its stable outlook on this rating. The rating action follows the company's announcement to refinance and upsize its existing term loan to fund the acquisition of Sustainable Growth Advisors (SGA), a Stamford, CT based institutional equity manager for approximately $129.5 million. RATINGS RATIONALE The change in outlook to stable from positive reflects Moody's view that Virtus' flow profile is below Moody's expectations and below certain similarly rated asset managers in Moody's universe. Further, the acquisition of SGA will not provide sufficient uplift to Virtus' credit profile to support a positive outlook. While SGA has certain credit positive attributes, it does not meaningfully transform Virtus scale or business diversification, and financing its acquisition will add approximately one turn to the company's leverage (as defined by Moody's). The rating affirmation reflects Moody's view that the expected leverage increase is comfortably within Moody's tolerance for the company's Ba2 rating. Virtus' retail separate account and ETF businesses experienced solid growth during 2017, but this positive momentum was offset by persistent net outflows from the company's traditional mutual fund business. Virtus continues to face the same organic growth challenges that many traditional US active managers are facing in the industry. Virtus' Ba2 CFR reflects its modest scale, balanced AUM mix, and elevated leverage following the acquisition of SGA. The company's debt refinancing includes a $105 million upsizing of its senior secured credit facility, which raises pro forma leverage, as calculated by Moody's, to 2.5x, weakening its financial flexibility, which is already reduced by the investments it carries in fund seeding and CLO equity. The downgrade of the senior secured credit facility rating to Ba2 from Ba1 follows from the higher proportion that senior secured debt will comprise in the company's capital structure following the acquisition of SGA and the related debt repricing. Therefore, Moody's are aligning the term loan rating with the company's Ba2 CFR. Factors that could lead to an upgrade of Virtus' ratings include: 1) Leverage sustained below 2.0x; 2) reduced balance sheet exposure to self-managed investments resulting in an improvement to Virtus' SMI ratio; 3) sustained improvement in net flows. Conversely, factors that could lead to a downgrade of the company's ratings include: 1) Upsizing of the company's seeding program and/or leverage is elevated above 3.0x for a sustained period; 2) net client redemptions, in excess of 5-7% per year; 3) reputational risk from the failure of boutiques to meet investors' expectations. Virtus is a multi-boutique asset manager headquartered in Hartford, CT. At year-end 2017, the company had assets under management of $91 billion and total revenues of approximately $425 million. Downgrades: Issuer: Virtus Investment Partners, Inc. -- Senior Secured Bank Credit Facility, Downgraded to Ba2 from Ba1 Assignments: Issuer: Virtus Investment Partners, Inc. -- Senior Secured Bank Credit Facility, Assigned Ba2 Outlook Actions: Issuer: Virtus Investment Partners, Inc. -- Outlook, Changed To Stable From Positive(m) Affirmations: Issuer: Virtus Investment Partners, Inc. -- Probability of Default Rating, Affirmed Ba2-PD -- Corporate Family Rating, Affirmed Ba2 WALDRON DEVELOPMENT: Taps William J. Factor as Legal Counsel ------------------------------------------------------------ Waldron Development Company received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire The Law Office of William J. Factor, Ltd. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: William Factor Partner $400 Ariane Holtschlag Partner $350 Jeffrey Paulsen Partner $350 Julia Loper Associate $300 Samuel Rodgers Paralegal $125 Prior to the Petition Date, the firm received a retainer of $5,000 from Therese Waldron, the Debtor's sole shareholder, to cover fees incurred in its bankruptcy case. William Factor, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William J. Factor, Esq. Z. James Liu, Esq. The Law Office of William J. Factor, Ltd. 105 W. Madison Street, Suite 1500 Chicago, IL 60602 Tel: (847) 239-7248 Fax: (847) 574-8233 E-mail: wfactor@wfactorlaw.com jliu@wfactorlaw.com About Waldron Development Company Waldron Development Company owns a three-flat apartment building at 3838 North Kenmore, Chicago, Illinois. Waldron Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14, 2017. The Debtor intends to use Chapter 11 to effectuate a sale of the building under Section 363(b) of the Bankruptcy Code, or to restructure the debt on the building. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Jacqueline P. Cox presides over the case. WEINSTEIN CO: Contreras-Sweet Pulls Out $500M Offer, Post Says -------------------------------------------------------------- Maria Contreras-Sweet, the head of the Small Business Administration during the Obama administration, is backing away from a nearly $500 million offer to acquire the Weinstein Co., sources told the New York Post. According to Keith J. Kelly, writing for the Post, the sources said a deal with Ms. Contreras-Sweet would have avoided a Chapter 11 bankruptcy and preserved the jobs of about 200 people. According to the Post, a handful of other bidders -- including New York production company Killer Content and Lionsgate studio, according to reports -- would have required a bankruptcy proceeding as part of a deal in order to protect the new owner from future liabilities. According to Anita Busch and Mike Fleming Jr., writing for Deadline.com, the investor group led by Ms. Contreras-Sweet promised $500 million, which included $225 million in assumed debt, plus a victims compensation and an immediate cash infusion to keep the lights on. Sources told the Post Ms. Contreras-Sweet: -- was expected to sign the deal on Sunday but has instead pulled her offer after growing infuriated that New York Attorney General Eric Schneiderman was insisting on inserting a monitor on the board of the new company. -- had promised to appoint a majority female board of directors if her offer was accepted; and -- was kept out of the negotiations with the AG that resulted in an agreement to put a monitor in place. Sources told the Post Ms. Contreras-Sweet has been in exclusive talks to buy the Weinstein Co. for weeks and had worked out a deal to compensate victims of alleged abuse by Harvey Weinstein. The exclusive period expired Feb. 11. The report notes that Colony Capital had emerged early on as a potential new owner but dropped out in November. Qatar-owned Miramax had also expressed an interest in buying the Company. The Weinsteins originally owned Miramax. They sold it to Walt Disney, which subsequently spun it off to the new owners. Mr. Schneiderman on Sunday filed a 38-page lawsuit against the Weinstein Co. and Harvey and Robert Weinstein alleging a series of civil and human rights violations tied to Harvey's alleged decades long history of harassing women. According to the report, AG Schneiderman wants to install a monitor at Weinstein Co. because he is concerned David Glasser, the chief operating officer when Harvey Weinstein led the company, would be named chief executive under a Contreras-Sweet led company, sources said. AG Schneiderman believes Mr. Glasser did not do enough to protect employees, sources said. According to the Post, highlights of the deal with Ms. Contreras-Sweet would have been: * Ron Burkle's Yucaipa Companies and Lantern Asset Management were going to provide financing; * standard indemnifications from the Weinstein Cos.' existing insurance carries; * Profits from five future movies -- estimated to total at least $50 million, sources said -- pledged to harassment victims; * Buyers ready to set up an additional contingency fund of $10 million; and * Bob Weinstein would be ousted from management; he and his brother would be paid nothing. According to Deadline.com, when the AG office initially made its inquiry, the board and Bob Weinstein tried to keep Yucaipa's Ron Burkle and Ms. Contreras-Sweet out of it, and wanted to negotiate a settlement that protected their interests. Sources said Mr. Burkle and Ms. Contreras-Sweet are now in those talks, but they won't run a company that gives oversight to politicians and lawyers, beyond the statutes that are agreed to. WILSON LAND: Hires Forbes Law as Attorney ----------------------------------------- Wilson Land Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Forbes Law LLC, as attorney to the Debtor. Wilson Land requires Forbes Law to: a. advise the Debtor as to its rights, duties and powers as a Debtor-in-Possession; b. prepare and file the Statements, Schedules, Plans and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy case; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in the bankruptcy case; and d. perform such other legal services as may be necessary in connection with the bankruptcy case. Forbes Law will be paid at these hourly rates: Attorneys $350 Paralegals $125 Forbes Law will be paid a retainer in the amount of $19,258. Forbes Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Glenn E. Forbes, a partner at Forbes Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Forbes Law can be reached at: Glenn E. Forbes, Esq. FORBES LAW LLC 166 Main Street Painesville, OH 44077 Tel: (440) 357-6211 About Wilson Land Properties Based in Mentor, Ohio, Wilson Land Properties, LLC, is the owner of 51 real estate properties having a total estimated value of $4.54 million. Wilson Land Properties, LLC, based in Mentor, OH, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-10514) on Jan. 31, 2018. In the petition signed by Richard M Osborne, managing member, the Debtor disclosed $4.54 million in assets and $43.23 million in liabilities. The Hon. Arthur I. Harris presides over the case. Glenn E. Forbes, Esq., at Forbes Law LLC, serves as bankruptcy counsel. WINDSOR MARKETING: Committee Hires Lowenstein Sandler as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Windsor Marketing Group, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to retain Lowenstein Sandler LLP, as counsel to the Committee. The Committee requires Lowenstein Sandler to: a. advise the Committee with respect to its rights, duties and powers in the Chapter 11 case; b. assist and advise the Committee in its communications with the Debtor relative to the administration of the Chapter 11 case; c. assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests; d. assist the Committee with the analysis of the Debtor's pre- petition secured debt and negotiation with the Debtor and the holders of such secured debt regarding the Debtor's financing and use of cash collateral; e. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor's businesses, the desirability of continuing such businesses, and any other matters relevant to the case and the formulation of a plan of reorganization; f. assist the Committee in its investigation of the liens and claims of the holders of the Debtor's pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; g. assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, financing and use of cash collateral, the assumption or rejection of certain leases of nonresidential real property and executor contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents. h. assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in the Chapter 11 case; i. represent the Committee at hearings and other proceedings; j. review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their contents; k. assist the Committee in requesting the appointment of a Trustee or an examiner should such action be necessary; l. prepare, on behalf of the Committee, any pleadings, including motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing as may be necessary in furtherance of the Committee's interests and objectives in the Chapter 11 case, including the preparation of retention papers and fee applications for the Committee's professionals including Lowenstein Sandler; and m. perform such other legal services as may be required or are otherwise deemed to be in the interest of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler will be paid at these hourly rates: Partners $600 to $1,285 Senior Counsel and Counsel $450 to $760 Associates $350 to $580 Paralegals and Assistants $135 to $340 Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. Mary E. Seymour, partner of Lowenstein Sandler LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Lowenstein Sandler can be reached at: Mary E. Seymour, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Windsor Marketing Group Headquartered in Suffield, Connecticut, Windsor Marketing Group, Inc. -- https://windsormarketing.com/ -- is a privately held company that develops and implements innovative in-store marketing programs for more than 3,000 clients, including some of the nation's top retailers. Founded in 1976, Windsor Marketing helps retailers make their stores easier to shop, reduce turnaround times and lower production and fulfillment costs. Windsor Marketing Group filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-20022) on Jan. 8, 2018. In the petition signed by Kevin F. Armata, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by James Berman, Esq., at Zeisler & Zeisler, P.C. The U.S. Trustee for Region 2 on Jan. 22, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. WINDSOR MARKETING: Committee Taps Neubert Pepe as Conn. Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Windsor Marketing Group, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Neubert, Pepe & Monteith, P.C., as its Connecticut counsel. The firm will assist Lowenstein Sandler LLP, the lead bankruptcy counsel, in its representation of the committee, and will advise the committee regarding issues involving Connecticut law. Neubert does not represent any interest adverse to unsecured creditors and does not have any relationship with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Mark I. Fishman, Esq. Neubert, Pepe & Monteith, P.C. 195 Church Street, 13th Floor New Haven, CT Phone: 203.821.2000 Fax: 203.821.2009 E-mail: mfishman@npmlaw.com About Windsor Marketing Group Headquartered in Suffield, Connecticut, Windsor Marketing Group, Inc. -- https://windsormarketing.com/ -- is a privately-held company that develops and implements innovative in-store marketing programs for more than 3,000 clients, including some of the nation's top retailers. Founded in 1976, Windsor Marketing helps retailers make their stores easier to shop, reduce turnaround times and lower production and fulfillment costs. Windsor Marketing Group filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-20022) on Jan. 8, 2018. In the petition signed by Kevin F. Armata, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by James Berman, Esq. at Zeisler & Zeisler, P.C. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Jan. 22, 2018. The Committee tapped Lowenstein Sandler LLP, as lead bankruptcy counsel, and Neubert, Pepe & Monteith, P.C., as its Connecticut counsel. WIT'S END RANCH: Hires Carolin Topelson as Special Counsel ---------------------------------------------------------- Wit's End Ranch Retreat, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Carolin Topelson Law, LLC, as special counsel to the Debtor. On December 26, 2017, after the filing for relief under Chapter 11, Debtor filed an FED Complaint against Tribe Sober Living & Re-Entry, LLC., Thomas Hernandez and Brandi Parks. This Complaint remains pending in Case No. 2017CV34790, District Court, Denver County, State of Colorado. The Debtor is the 50% owner and Co-managing member of Tribe Sober Living & Re-Entry, LLC. The Debtor has been ordered by the Denver County District Court to obtain replacement counsel or face dismissal of its pending Court Action. The need for special counsel is immediate and urgent. The Debtor seeks to employ Carolin Topelson as special counsel for the limited purpose, to represent the Debtor in the Pending Court Action, which may include the voluntary dismissal and refiling of the current FED Complaint and related claims as separate causes of action, as special counsel may advise. Carolin Topelson will also represent Vincent Franco, individually, in the underlying state court action. Carolin Topelson will be paid at these hourly rates: Attorneys $275 Paralegals $120 to $175 Mr. Franco has personally posted a $2,000 retainer with Carolin Topelson for the engagement. Carolin Topelson will also be reimbursed for reasonable out-of-pocket expenses incurred. Carolin Topelson, member of Carolin Topelson Law, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carolin Topelson can be reached at: Carolin Topelson, Esq. CAROLIN TOPELSON LAW, LLC 3900 East Mexico Avenue, Suite 300 Denver, CO 80210 Tel: (720) 305-9903 About Wit's End Ranch Retreat Glenn, Colorado-based Wit's End Ranch Retreat, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25, 2017, estimating under $1 million in both assets and liabilities. Judge Joseph G. Rosania Jr. presides over the case. The Debtor hired Buechler & Garber, LLC, as bankruptcy counsel, and Carolin Topelson Law, LLC, as special counsel. WJA ASSET MANAGEMENT: Hires Aishel Real as Real Estate Broker ------------------------------------------------------------- WJA Asset Management, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to employ Aishel Real Estate, as real estate broker to the Debtors. WJA Asset Management requires Aishel Real to market and sell the Debtors' real properties consisting of 64 townhomes located at Clairton, Allegheny County, PA 15025. Aishel Real will be paid a commission of 6% of the purchase price, or a minimum of $5,000. Chaim A. Davidson, member of Aishel Real Estate, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Aishel Real can be reached at: Chaim A. Davidson AISHEL REAL ESTATE 224 Penn Avenue Pittsburgh, PA 15221-2154 Tel: (412) 421-4663 About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing Funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. WYNN RESORTS: Moody's Alters Outlook to Negative & Affirms Ba3 CFR ------------------------------------------------------------------ Moody's Investors Service revised the rating outlook of Wynn Resorts, Limited's following the company's announcement that Steve Wynn, the company's founder, stepped down as its Chief Executive Officer and Chairman of its Board of Directors. Wynn Resorts' Ba3 Corporate Family and Ba3-PD Probability of Default ratings were affirmed along with the company's Ba2 senior secured debt and B1 senior unsecured debt ratings. The company has an SGL-1 Speculative Grade Liquidity rating. "The revision of Wynn Resorts' outlook to negative considers Mr. Wynn's decision to step down from the company in the wake of sexual misconduct allegations made against him," stated Keith Foley, a Senior Vice President at Moody's. "Although the claims against Mr. Wynn are only allegations, the reputation, financial performance, and licensing status of the Wynn Resorts' casino assets, which bare Mr. Wynn's name, could be harmed, albeit by perception alone," "The outlook revision to negative also considers that Wynn Resorts will lose access to Mr. Wynn highly-regarded development and operational expertise as he will no longer be part of the company's management," added Foley. Wynn Resorts' Board of Directors appointed Matt Maddox, currently President of Wynn, as its CEO, and Boone Wayson as Non-Executive Chairman of the Board of Directors. Outlook Actions: Issuer: Wynn Resorts, Limited -- Outlook, Changed To Negative From Stable Affirmations: Issuer: Wynn America, LLC -- Senior Secured Bank Credit Facility, Affirmed Ba2(LGD2) Issuer: Wynn Las Vegas, LLC -- Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD5) Issuer: Wynn Macau, Limited -- Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD5) Issuer: Wynn Resorts, Limited -- Probability of Default Rating, Affirmed Ba3-PD -- Corporate Family Rating, Affirmed Ba3 RATINGS RATIONALE Wynn Resorts' credit profile is supported by the quality, popularity, and favorable reputation of the company's resort properties -- a factor that continues to distinguish it from most other gaming operators. The ratings also consider the favorable prospects for the company's resort in Everett, MA, a suburb near Boston that will improve the company's geographic diversification. Moody's believe this resort will ramp up well initially as well as perform strongly over the long term given the favorable demographics, visitation trends, and population concentration of the Boston area. Key credit concerns include Wynn Resorts' limited diversification despite the fact that it is one of the largest U.S. gaming operators in terms of revenue. Wynn Resort's revenue and cash flow are concentrated in the Macau gaming market which has experienced significant declines in gaming revenue during the past few years and has only recently stabilized. Moody's also expect that Wynn Resorts will be presented with and pursue other large, high profile, integrated resort development opportunities around the world. As a result there will likely be periods where the company's leverage experiences periods of increases due to partially debt-financed,future development projects. Wynn Resorts' ratings could be lowered if Moody's believes the company's financial performance, development projects, and/or ability to maintain its gaming licenses is impaired. Ratings could also be lowered if, for any reason, it appears the company will not be able to maintain its Moody's adjusted net debt/EBITDA below 6.0 times by the end of fiscal 2018. Wynn Resorts' Moody's adjusted net/debt EBITDA is currently about 5.0 times. The outlook could be revised to stable if Moody's believes that Wynn Resorts' reputation and financial performance will not be impaired as a result of the allegations against Mr. Wynn, and that the company's is able to maintain its Nevada, Macau, and Massachusetts gaming licenses in good standing. Wynn Resorts, Limited owns approximately 72% of Wynn Macau, Limited, which operates Wynn Macau and Encore at Wynn Macau in the Macau Special Administrative Region of the People's Republic of China. The company also owns 100% of Wynn Las Vegas, LLC which operates Wynn Las Vegas and Encore at Wynn Las Vegas in Las Vegas, Nevada; and 100% of Wynn America, LLC, the entity and debt obligor that owns the license for the company's Massachusetts resort development. Consolidated net revenue for the fiscal year-ended December 31, 2017 was about $6.3 billion. YOGA CENTER: Unsecureds to Recover 29.3% Under Amended Plan ----------------------------------------------------------- The Yoga Center, LLC filed with the U.S. Bankruptcy Court for the District of Minnesota an amended disclosure statement describing its amended plan of reorganization dated Jan. 18, 2018 and filed on Jan. 30, 2018, which is intended to implement the Debtor's reorganization of its business and finances. Under the amended plan, Class 6 General Unsecured Claims are estimated to be in the amount of $693,921.23. Class 6 General Unsecured Claims will receive total distributions equal to $203,556. The Debtor will make monthly distributions to unsecured creditors from the Debtor's operating revenue in monthly installments of $1,019 per month, for a term of 12 months, then $3,986 per month for a term of 48 months, with the first payment beginning the 20th day of the first month following the Effective Date of the Amended Plan. The Debtor will make total distributions to holders of Class 6 Unsecured Claims in the minimum amount of $203,556. The amount of distributions to holders of Allowed Class 6 Claims will be increased if, during the term of the Amended Plan, the Debtor's operating revenue significantly exceeds the amounts projected resulting in disposable income. In determining whether Debtor in fact has additional net disposable income, the Debtor may take into account any changes in its operating expenses. The Amended Plan contemplates a return of approximately 29.3 % to holders of Class 6 Unsecured Claims. In a Jan. 8, 2018 report by the Troubled Company Reporter, under the initial plan, Class 2 General Unsecured Claims were estimated to be in the amount of $701,816.02. Class 2 General Unsecured Claims will receive total distributions equal to $203,552.90. The Debtor will make monthly distributions to unsecured creditors from the Debtor's operating revenue in monthly installments of $1,018.74 per month, for a term of 12 months, then $3,986 per month for a term of 48 months, with the first payment beginning the 20th day of the first month following the Effective Date of the Plan. The Plan contemplates a return of approximately 29% to holders of Class 2 Unsecured Claims. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-42115-50.pdf About The Yoga Center LLC The Yoga Center, LLC -- http://yogacentermpls.com-- is a small business Debtor as defined in 11 U.S.C. Section 101(51D). The Company provides Yoga classes offering a wide selection of drop-in classes, specialty class series, workshops and events, as well as teacher training programs, specialty teacher trainings and continuing education for the lifelong learner. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-42115) on July 13, 2017. Neil Riemer, president, signed the petition. Michael J. Sheridan, Esq., serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Katherine A. Constantine presides over the case. [^] BOND PRICING: For the Week from February 5 to 9, 2018 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Ally Financial Inc ALLY 3.25 99.79 2/13/2018 Alpha Appalachia Holdings Inc ANR 3.25 2.05 8/1/2015 Amyris Inc AMRS 9.50 65.74 4/15/2019 Amyris Inc AMRS 6.50 62.48 5/15/2019 Appvion Inc APPPAP 9.00 37.53 6/1/2020 Appvion Inc APPPAP 9.00 6.88 6/1/2020 Armstrong Energy Inc ARMS 11.75 27.00 12/15/2019 Armstrong Energy Inc ARMS 11.75 29.00 12/15/2019 Avaya Inc AVYA 10.50 6.25 3/1/2021 Avaya Inc AVYA 10.50 7.00 3/1/2021 BPZ Resources Inc BPZR 6.50 3.02 3/1/2015 BPZ Resources Inc BPZR 6.50 3.02 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.00 19.25 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.63 6.50 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.63 6.50 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.63 6.50 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.88 6.88 4/15/2022 Cenveo Corp CVO 6.00 65.55 8/1/2019 Cenveo Corp CVO 8.50 3.50 9/15/2022 Cenveo Corp CVO 6.00 65.67 8/1/2019 Cenveo Corp CVO 8.50 3.49 9/15/2022 Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018 Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.75 63.00 5/30/2020 Claire's Stores Inc CLE 9.00 67.06 3/15/2019 Claire's Stores Inc CLE 8.88 25.55 3/15/2019 Claire's Stores Inc CLE 7.75 11.88 6/1/2020 Claire's Stores Inc CLE 9.00 68.22 3/15/2019 Claire's Stores Inc CLE 9.00 66.12 3/15/2019 Claire's Stores Inc CLE 7.75 11.88 6/1/2020 Cobalt International Energy Inc CIEI 2.63 25.00 12/1/2019 Cumulus Media Holdings Inc CMLS 7.75 21.00 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.00 48.78 4/15/2019 EXCO Resources Inc XCOO 8.50 9.05 4/15/2022 Egalet Corp EGLT 5.50 46.25 4/1/2020 Emergent Capital Inc EMGC 8.50 59.06 2/15/2019 Energy Conversion Devices Inc ENER 3.00 7.88 6/15/2013 Energy Future Holdings Corp TXU 6.55 15.63 11/15/2034 Energy Future Holdings Corp TXU 6.50 15.00 11/15/2024 Energy Future Holdings Corp TXU 9.75 29.25 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.25 38.00 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.75 37.75 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.25 38.50 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.88 10.75 5/1/2020 FirstEnergy Solutions Corp FE 6.05 34.13 8/15/2021 FirstEnergy Solutions Corp FE 6.05 35.58 8/15/2021 FirstEnergy Solutions Corp FE 6.05 35.58 8/15/2021 Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011 GenOn Energy Inc GENONE 9.50 81.50 10/15/2018 GenOn Energy Inc GENONE 9.50 79.00 10/15/2018 GenOn Energy Inc GENONE 9.50 81.13 10/15/2018 Gibson Brands Inc GIBSON 8.88 79.82 8/1/2018 Gibson Brands Inc GIBSON 8.88 81.02 8/1/2018 Gibson Brands Inc GIBSON 8.88 80.93 8/1/2018 Goldman Sachs Group Inc/The GS 2.44 99.30 2/19/2018 Hartford Life Insurance Co HIG 4.12 #N/A N/A 2/15/2018 Homer City Generation LP HOMCTY 8.14 38.75 10/1/2019 Hunt Cos Inc HUNTCO 9.63 105.25 3/1/2021 Iconix Brand Group Inc ICON 1.50 76.50 3/15/2018 Illinois Power Generating Co DYN 6.30 33.38 4/1/2020 Interactive Network Inc / FriendFinder Networks Inc FFNT 14.00 70.25 12/20/2018 IronGate Energy Services LLC IRONGT 11.00 36.88 7/1/2018 IronGate Energy Services LLC IRONGT 11.00 36.88 7/1/2018 IronGate Energy Services LLC IRONGT 11.00 36.88 7/1/2018 IronGate Energy Services LLC IRONGT 11.00 36.88 7/1/2018 Lansing Trade Group LLC / Lansing Finance Co Inc LANTRA 9.25 97.97 2/15/2019 Lansing Trade Group LLC / Lansing Finance Co Inc LANTRA 9.25 97.97 2/15/2019 Las Vegas Monorail Co LASVMC 5.50 4.04 7/15/2019 Lehman Brothers Holdings Inc LEH 2.07 3.33 6/15/2009 Lehman Brothers Holdings Inc LEH 4.00 3.33 4/30/2009 Lehman Brothers Holdings Inc LEH 5.00 3.33 2/7/2009 Lehman Brothers Holdings Inc LEH 1.50 3.33 3/29/2013 Lehman Brothers Holdings Inc LEH 1.60 3.33 11/5/2011 Lehman Brothers Holdings Inc LEH 1.38 3.33 6/15/2009 Lehman Brothers Holdings Inc LEH 2.00 3.33 3/3/2009 Lehman Brothers Inc LEH 7.50 1.23 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.63 1.00 10/31/2017 MF Global Holdings Ltd MF 3.38 30.00 8/1/2018 MModal Inc MODL 10.75 6.13 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.35 15.25 7/1/2026 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.75 3.50 10/1/2020 Molycorp Inc MCP 10.00 1.30 6/1/2020 Morgan Stanley MS 2.42 99.61 2/15/2018 Murray Energy Corp MURREN 9.50 49.25 12/5/2020 Murray Energy Corp MURREN 9.50 49.25 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 6.50 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 6.50 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 6.50 5/15/2019 Nine West Holdings Inc JNY 8.25 8.70 3/15/2019 Nine West Holdings Inc JNY 6.13 12.66 11/15/2034 Nine West Holdings Inc JNY 6.88 12.00 3/15/2019 Nine West Holdings Inc JNY 8.25 9.32 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.54 10.13 1/29/2020 Orexigen Therapeutics Inc OREX 2.75 34.00 12/1/2020 Orexigen Therapeutics Inc OREX 2.75 39.82 12/1/2020 PaperWorks Industries Inc PAPWRK 9.50 54.56 8/15/2019 PaperWorks Industries Inc PAPWRK 9.50 54.61 8/15/2019 Powerwave Technologies Inc PWAV 2.75 0.44 7/15/2041 Powerwave Technologies Inc PWAV 3.88 0.44 10/1/2027 Powerwave Technologies Inc PWAV 1.88 0.44 11/15/2024 Powerwave Technologies Inc PWAV 3.88 0.44 10/1/2027 Powerwave Technologies Inc PWAV 1.88 0.44 11/15/2024 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.25 48.25 10/1/2018 Real Alloy Holding Inc RELYQ 10.00 72.00 1/15/2019 Real Alloy Holding Inc RELYQ 10.00 61.00 1/15/2019 Renco Metals Inc RENCO 11.50 26.75 7/1/2003 Rex Energy Corp REXX 6.25 32.34 8/1/2022 SAExploration Holdings Inc SAEX 10.00 54.75 7/15/2019 SandRidge Energy Inc SD 7.50 2.08 2/15/2023 Sears Holdings Corp SHLD 8.00 44.27 12/15/2019 Sears Holdings Corp SHLD 6.63 78.36 10/15/2018 Sears Holdings Corp SHLD 6.63 78.36 10/15/2018 Sears Holdings Corp SHLD 6.63 77.64 10/15/2018 SiTV LLC / SiTV Finance Inc NUVOTV 10.38 69.00 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.38 68.00 7/1/2019 TerraVia Holdings Inc TVIA 5.00 10.25 10/1/2019 TerraVia Holdings Inc TVIA 6.00 4.37 2/1/2018 Toys R Us - Delaware Inc TOY 8.75 23.00 9/1/2021 Toys R Us Inc TOY 7.38 30.00 10/15/2018 Transworld Systems Inc TSIACQ 9.50 28.05 8/15/2021 Transworld Systems Inc TSIACQ 9.50 27.64 8/15/2021 UCI International LLC UCII 8.63 4.69 2/15/2019 United States Treasury Inflation Indexed Bonds - When Issued WITII 0.88 0.97 2/15/2048 Walter Energy Inc WLTG 8.50 0.83 4/15/2021 Walter Energy Inc WLTG 9.88 0.83 12/15/2020 Walter Energy Inc WLTG 9.88 0.83 12/15/2020 Walter Energy Inc WLTG 9.88 0.83 12/15/2020 Walter Investment Management Corp WAC 4.50 12.00 11/1/2019 iHeartCommunications Inc IHRT 14.00 8.11 2/1/2021 iHeartCommunications Inc IHRT 6.88 37.05 6/15/2018 iHeartCommunications Inc IHRT 14.00 8.19 2/1/2021 iHeartCommunications Inc IHRT 14.00 8.19 2/1/2021 ********* 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 ***