/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180222.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 22, 2018, Vol. 22, No. 52 Headlines 5 C HOLDINGS: Business Revenue to Fund Proposed Plan 8281 MERRILL ROAD: Wants Solicitation Period Extended to Feb. 26 ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for Albuquerque AJ HOME HEALTH: Court Grants Bid to Waive Appointment of PCO ALTOMARE AUTO: Taps Stone Conroy as Special Counsel AMERLINK LTD: Dismissal of Spoor Derivative Claims vs Barths Upheld ANDREW S. BREIMAN: Appointment of PCO Not Necessary, Court Rules ANTHONY M. MONTEMURRO: Walden Ordered to Revise Reimbursement Bid ASURION LLC: Moody's Rates $3.3-Bil. First-Lien Term Loan 'Ba3' BEAULIEU GROUP: Files Chapter 11 Joint Plan of Liquidation BILLNAT CORP: Proposed Sale of Vehicles Approved BISON GLOBAL: Request for DIP Financing OK Is Moot BRISTOW GROUP: Moody's Rates Proposed $300MM Sr. Secured Notes B2 CASA DE MONTGOMERY: March 1 Plan Confirmation Hearing CHESAPEAKE ENERGY: Harris Associates Holds 7% Stake as of Dec. 29 CHESAPEAKE ENERGY: State Street Has 6% Stake as of Dec. 31 COBALT INTENRATIONAL: Paulson & Co. Owns 6.8% Stake as of Dec. 31 COBALT INTERNATIONAL: Carlson Capital No Longer a Shareholder COMMUNITY TRANSLATOR: Former Manager Had No Authority to Appeal COMSTOCK RESOURCES: Knighthead Has 10% Stake as of Dec. 31 COMSTOCK RESOURCES: Oaktree Value Holds 9.9% Stake as of Dec. 31 COMSTOCK RESOURCES: Whitebox Advisors Ceases to be a Shareholder CUSTOM BLINDS: Taps Arent Fox as Legal Counsel DATA COOLING: Has Until March 30 to Exclusively File Plan ECOMOTORS INC: Ares Values $9.4 Million Loan at 1% of Face ELWOOD ENERGY: DSRA Rqmt. Change No Impact on Moody's Ba Rating ENCHANTED ACRES: Case Summary & Unsecured Creditor EXCO RESOURCES: Hiring Gardere Wynne as Conflicts Counsel EXCO RESOURCES: Objection Filed to Gardere Engagement EXCO RESOURCES: Panel Mulls Probe on Fairfax, Bluescape & Oak Tree EXCO RESOURCES: V. Prem Watsa Has 16.3% Stake as of Dec. 31 FANNIE MAE: Posts Net Income of $2.5 Billion in 2017 FIRST RIVER: DOJ Watchdog Can Name R. Battaglia as Ch. 11 Trustee GARRETT PROPERTIES: Bank Objects to Proposed Plan and Disclosures GARY FERGUSON: Collateral Estoppel Bars Relitigation Bid GENESIS TOTAL: PCO Submits Fourth Report GEOSTELLAR INC: Taps Bernstein-Burkley, P.C. as Legal Counsel GLOBAL SOLUTIONS: $45K Sale of CCTV Camera Package Approved GOODYEAR TIRE: Loan Amendment No Impact on Fitch's BB IDR GOODYEAR TIRE: Moody's Affirms Ba2 CFR; Outlook Stable GRAN TIERRA: Fitch Corrects February 14 Rating Release GTHCC INC: Plan to be Funded from Sale Proceeds of Real Property GULF MEDICAL: Taps Jill B. Sport as Accountant GULFMARK OFFSHORE: Canyon Capital Has 15.76% Stake as of Dec. 31 GULFMARK OFFSHORE: Solus Alternative Has 5.46% Stake as of Dec. 31 GULFMARK OFFSHORE: Teachers Advisors Has 8.28% Stake as of Dec. 31 GULFMARK OFFSHORE: TIAA-CREF Holds 7.2% Stake as of Dec. 31 HARBORVIEW TOWERS: Full Payment for Unsecureds Under Creditor Plan HOVNANIAN ENTERPRISES: Renaissance Holds 5% Stake as of Dec. 29 ISLAND VIEW: Trustee Taps Newbridge as Financial Advisor JBC STAPLES: Taps Illyssa I. Fogel as Legal Counsel JOHN KNOX VILLAGE: Fitch Rates Series 2018A Bonds 'BB+' JOSEPH LODATO: Middle Village Property Up for March 23 Auction JOULE UNLIMITED: Ares Values $8.3 Million Loan at 5% of Face LG WOOD VALLEY: Taps Craig A. Burnett as Legal Counsel LSCS HOLDINGS: Moody's Assigns B3 Corporate Family Rating MANLEY TOYS: Sanctioned for Violating U.S. Court's Stay Order MANLEY TOYS: U.S. Court Recognizes Hong Kong Foreign Proceeding MELBOURNE BEACH: Taps Marcus & Millichap as Real Estate Broker MID-SOUTH GEOTHERMAL: Case Summary & 20 Top Unsecured Creditors MOUNTAIN CREEK RESORT: Wants Plan Filing Moved to April 23 N214FT LLC: $3.2M Sale of Dassault Mystere-Falcon 50 Approved OAK CLIFF DENTAL: Unsecureds to Get 10% from Available Funds OYOTOYO INC: Feb. 27 Hearing on Bidding Procedures for All Assets PACIFIC WORLD: Prospect Values $96 Million Loan at 71% of Face PENTHOUSE GLOBAL: Taps Akerman as Litigation Counsel PETROLEUM TOWERS: Taps H. Anthony Hervol as Legal Counsel PHASERX INC: Sets Procedures for De Minimis Assets Sale Abandonment PHOTONIS TECHNOLOGIES: Prospect Values $12M Loan at 87% of Face PIONEER ENERGY: Van Den Berg Holds 9.67% Stake as of Dec. 31 PITTSFIELD DEVELOPMENT: March 20 Plan, Disclosures Hearing PROVIDENCE WIRELESS: Case Summary & 20 Largest Unsecured Creditors QUADRANT 4: BIP Lender Buying Residual Software Platforms for $1M QUALITY CARE: Cohen & Steers Ceases as Shareholder as of Dec. 31 QUALITY CARE: HG Vora Capital No Longer a Shareholder as of Dec. 31 QUALITY CARE: Silver Point Capital Has 8% Stake as of Dec. 31 QUANTUM CORP: Park West Asset Holds 6.9% Stake as of Dec. 31 RADICAND INC: Unsecured Creditors to Recover 10% Under Plan RENT-A-WRECK: Court Dismisses Chapter 11 Bankruptcy Cases RESOLUTE ENERGY: Anchorage Capital Trims Stake to 2.4% RESOLUTE ENERGY: State Street Owns 5% Stake as of Dec. 31 RITE AID: Fitch Puts Rating on RWE on Proposed Albertson Co Merger ROBERT MOULTRIE: Proposes a Sale of Assets to Pay Alimony SCG AUTUMN BREEZE: U.S. Trustee Appoints Melanie McNeil as PCO SEARS HOLDINGS: ESL Partners Has 56.7% Stake as of Feb. 7 SENIOR OAKS: T. Bowen Appointed as Successor Patient Care Ombudsman SHIRAZ HOLDINGS: Anshasi Buying Lawrenceville Property for $3M SK FOODS: L. Lichtenegger Guilty of Violating TRO, Court Rules SKY-SKAN INC: Secured Creditor's Bid to Dismiss Ch. 11 Case Nixed SOJOURNER-DOUGLASS: Voluntary Chapter 11 Case Summary SOUTHWORTH CO: $150K Sale of Personal Property to Mohawk Fine OK'd SOUTHWORTH CO: Hearing on Washington Assets Sale on March 7 SPECIALTY CONTRACTING: Taps Moore Law Group as Special Counsel SPRINT CORP: Fitch Rates New $1BB Senior Notes 'B+' SUNSET PARTNERS: Trustee's Sale of Assets to Brown Ribbon Okayed TARTAN PINES: TANFL Seeks Appointment of Chapter 11 Trustee TD MANUFACTURING: Proposes Auction Sale of Equipment TEDDY PARKER: Court Won't Dismiss Trustee's Clawback Suit THINK FINANCE: Bid to Transfer CFPB Suit to Texas Court Rejected TMTR HOLDINGS: Taps Culhane Premier as Real Estate Broker TOPS HOLDING: Case Summary & 20 Largest Unsecured Creditors TOPS HOLDING: Files Ch.11, Has $265M DIP Loans from BofA et al. TRACY CLEMENT: Trustee Selling 17 Tracts for $10 Million WALL ST. RECYCLING: Joint Venture Litigation Delays Plan Filing WALL STREET THEATER: Taps Green & Sklarz as Legal Counsel WC PRIME: Case Summary & 20 Largest Unsecured Creditors WI-JON INC: Court Approves Amended Consolidated Plan Outline XCELERATED LLC: Has Until April 30 to Exclusively File Plan [*] U.S. Treasury Recommends Adding Chapter 14 to Bankruptcy Code [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 5 C HOLDINGS: Business Revenue to Fund Proposed Plan ---------------------------------------------------- 5 C Holdings, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California a disclosure statement, dated Feb. 9, 2018, describing its proposed plan of reorganization. The Plan provides for payment in full of all Allowed Claims during the Term of the Plan and for Debtor's shareholders and Debtor to retain their interest in Debtor and Debtor's assets except as modified by the Plan. The Plan further provides that all secured creditors will retain their liens against Debtor's personal property in the same order and priority as existed on the Petition Date until the secured claim is paid in full. Dr. Hemmal Kothary has agreed to subordinate his general unsecured claim to the claims held by all other general unsecured creditors so all other general unsecured claims can be (a) paid in full before Dr. Kothary begins receiving payment on his claim and (b) paid in full within two years of the Effective Date of the Plan. The Debtor reported unsecured nonpriority claims totaling $435,225.68 The Debtor will operate its business after continuation of the Plan. The Debtor anticipates that its revenue and expenses will be stable and consistent during the Term of the Plan and that it will generate sufficient revenue to make the payments required by the Plan. The Term of the Plan will not exceed 24 months after the Effective Date of the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb17-11591-246.pdf About 5 C Holdings 5 C Holdings, Inc., owns and operates a drilling and oilfield service business. It was incorporated in March 2009 and operates its business in the State of California. Cami Hogg is the sole officer, director and shareholder of the Company. Ms. Hogg's husband, Casey, is employed by the Company. The Hoggs have 40 years of experience in the petroleum business. 5 C Holdings filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 17-11591) on April 25, 2017. Cami Hogg, as president, signed the petition. The Debtor estimated assets and liabilities ranging from $500,000 to 1 million. The case is assigned to Judge Fredrick E. Clement. The Debtor is represented by Leonard K. Welsh, Esq., at the Law Offices of Leonard K. Welsh. An official committee of unsecured creditors has been appointed in the Chapter 11 case of 5 C Holdings. The Committee hired Walter Wilhelm Law Group, as counsel. 8281 MERRILL ROAD: Wants Solicitation Period Extended to Feb. 26 ---------------------------------------------------------------- 8281 Merrill Road A, LLC, and 8281 Merrill Road C, LLC, ask the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period for the Debtors to solicit acceptance of the plan of reorganization through and including at least Feb. 26, 2018. On Dec. 1, 2017, the Court entered an order granting the Debtors' motion to extend the exclusivity period to file a plan. The second court order granted the second motion and extended the time for the Debtor's exclusive right to file a plan and seek acceptances thereof, for a period of 30 days or until Dec. 15, 2017, and Feb. 13, 2018, respectively, without prejudice. On Dec. 15, 2017, the Debtor filed a Plan for Substantively Consolidated Debtors and Disclosure Statement in Connection with Chapter 11 Plan for Substantively Consolidated Debtors. Several, if not all of the above factors for consideration support granting requested extension of the Exclusivity Period: (1) this case is both large and complex. The assets and liabilities of Debtor are in excess of millions of dollars. Moreover, issues in the real estate and capital market, which are known to this Court, have added complication to this case; (2) the Debtor requires additional time to negotiate and prepare adequate information. Debtor continues to negotiate with creditors to advance restructuring of its debt; (3) Debtor continues to progress toward reorganization in good faith and has already filed both the Plan and Disclosure Statement. No trustee has been appointed and no party has ever alleged that the Debtor is not proceeding in good faith; (4) the Debtors continue to manage and maintain its Merrill Property during this proceeding and is paying its post-petition debts; (5) the Debtor continues to negotiate with creditors in good faith; (6) this case has only been pending a short time for Debtor to navigate the current, difficult real estate and credit markets; (7) the Debtor is not seeking this extension to pressure creditors; and (8) this bankruptcy case involves several unresolved contingencies, including negotiations with potential claimants and analysis of the most prudent method of maximizing value of Debtor's assets. A copy of the Debtor's request is available at: http://bankrupt.com/misc/flsb17-17027-81.pdf About 8281 Merrill Road A 8281 Merrill Road A, LLC, is a manager-managed limited liability company with manager, Jacksonville Merrill Dealership, LLC, which is itself managed by Daniel Rusche. 8281 Merrill Road A, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-17027) on June 2, 2017. In the petition signed by Tim O'Brien, manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Raymond B. Ray presides over the case. Messana, PA, is the Debtor's counsel. ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for Albuquerque ----------------------------------------------------------------- Susan N. Goodman, the patient care ombudsman for Acadiana Management Group, LLC, submits her third interim report regarding her evaluation of the quality of patient care provided at AMG Specialty Hospital in Albuquerque. The PCO did not observe significant decline or material compromise of patient care as contemplated. The patient census on the date of the PCO's site visit was 20. The Debtor was busy preparing for an anticipated The Joint Commission survey. Clinical staffing was reported as stable. The team was temporarily short one full-time equivalent nurse position while a student nurse intern completes licensure testing. Clinical staff reported consistency in the nurse-to-patient ratios and denied supply/staffing concerns. Some clinical staff volunteered to provide housekeeping coverage for their housekeeping colleague out on leave. Patient and clinician interviews were largely positive. Commonly elicited patient opportunities included long wait times between the initial answer to the call-light and the clinical staffs' arrival to the room; and, negative food reviews. A newly implemented "Ambassador Program" was reported that included regular patient rounding and interviewing for early recognition and correction of patient/family concerns. In fact, the PCO observed site leadership engaged with a family regarding concerns during the site visit, with most concerns addressed the same day. The PCO interacted with the registered dietician and others regarding ongoing challenges with contracted food services. The RD indicated that warming trays had been ordered in response to ongoing patient feedback regarding food temperature at serving. The PCO does not anticipate additional site visits or reports for this location relative to the planned sale confirmation hearing. A full-text copy of the PCO's Third Interim Report dated Feb. 5, 2018 is available at: http://bankrupt.com/misc/lawb17-50799-717.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. AJ HOME HEALTH: Court Grants Bid to Waive Appointment of PCO ------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas granted AJ Home Health Services, Inc.'s motion to waive the appointment of a patient care ombudsman in their case. In a previous TCR report, the Debtor argued that the most significant factors for not appointing a PCO in their case are: (a) the Debtor is a relatively small operation that provides basic lower-level healthcare services rather than hospital or doctor-level diagnosis and treatment; (b) the Debtor's required insurance and licenses are in good standing; (c) the Debtor does not obtain or maintain detailed patient medical records; and (c) the case was not filed as a result of patient care issues or any malpractice claims, but again, instead due to cash flow issues that led to a large IRS debt. About AJ Home Health Services AJ Home Health Services, Inc., is a home health care services provider based in DeSoto, Texas. AJ Home Health Services filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-42820) on Dec. 22, 2017. Judge Ugbomoh, director, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Brenda T. Rhoades. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's counsel. ALTOMARE AUTO: Taps Stone Conroy as Special Counsel --------------------------------------------------- Altomare Auto Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Stone Conroy, LLC as special counsel. Stone Conroy will represent the Debtor in the Union County litigation. The firm's hourly rates are: Shalom Stone $470 Rebekah Conroy $400 Associates $250 to $300 Paralegals $125 to $155 Shalom Stone, Esq., disclosed in a court filing that his firm does not represent or hold any interest adverse to the Debtor or its estate. The firm can be reached through: Shalom D. Stone, Esq. Stone Conroy, LLC 25A Hanover Road, Suite 301 Florham Park, NJ 07932 Phone: (973) 400-4181 Fax: (973) 498-0070 E-mail: sstone@stoneconroy.com About Altomare Auto Group Altomare Auto Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-22376) on June 27, 2016. On June 30, 2016, Altomare 22 Union, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-22628). Anthony Altomare, managing member, signed the petitions. The cases are jointly administered and are assigned to Judge John K. Sherwood. At the time of the filing, Altomare Auto disclosed $9.04 million in assets and $12.78 million in liabilities. Meanwhile, Altomare 22 disclosed $256,877 in assets and $6.24 million in liabilities. The Debtors tapped Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, P.C., as bankruptcy counsel. The Debtors engaged Arent Fox LLP as special automotive counsel; BMC Group, Inc. as their noticing and balloting agent; D.T. Murphy & Company as automotive consultants; and WithumSmith & Brown as accountant. No official committee of unsecured creditors has been appointed in the case. AMERLINK LTD: Dismissal of Spoor Derivative Claims vs Barths Upheld ------------------------------------------------------------------- In the case captioned RICHARD B. SPOOR, Derivatively, on behalf of Defendant JR International Holdings, LLC, Plaintiff, v. JOHN M. BARTH, JR., JOHN BARTH (SR.), and JR INTERNATIONAL HOLDINGS, LLC, Defendant, No. COA17-308 (N.C. App.), Richard B. Spoor, derivatively on behalf of JR International Holdings, LLC, appeals from an order dismissing under Rule 12(b)(6) his derivative claims against John Barth Sr. and John Barth Jr. as barred by the statute of limitations and denying his Rule 15(a) motion to amend his complaint to add additional derivative claims as futile. The Court of Appeals of North Carolina affirms in part and reverses in part. On appeal, Spoor contends the trial court erred by dismissing with prejudice his first and second 2015 derivative claims under Rule 12(b)(6). He contends the trial court erroneously concluded that his 2012 Complaint neither alleged (1) those derivative claims against defendants, nor (2) the derivative fraud and unfair and deceptive trade practices ("UDTP") claims, on the ground that he effectively incorporated by reference those claims in his 2012 Complaint under Rule 10(c) of our Rules of Civil Procedure. Spoor further contends that the trial court erred by concluding (3) his derivative fraud and UDTP claims would not relate back to the date he filed his 2012 Complaint under Rule 15(c) of our Civil Procedure Rules and, therefore, that the trial court (4) abused its discretion by denying his Rule 15(a) motion to add those claims on the ground that his proposed amendment would be futile. Because Spoor's 2012 Complaint only advanced a single derivative claim for breach of fiduciary duty against Jr., the Appeals Court affirms the trial court's Rule 12(b)(6) dismissal of Spoor's first 2015 derivative claim against both defendants, and his second 2015 derivative claim against Sr., as barred by the statutes of limitation. However, because Spoor's 2012 Complaint asserted a derivative breach of fiduciary duty claim against Jr., Rule 41(a)(1)'s one-year saving provision applied to interpose a 14 February 2012 filing date on the second 2015 derivative claim against Jr. The allegations of Spoor's 2012 Complaint do not definitively establish that this claim was barred by the statute of limitations. Rather, as in Spoor I, liberally construing Spoor's 2012 Complaint raises a factual question as to when this claim accrued and, thus, whether it was timely asserted. Therefore, the Appeals Court reverses the trial court's dismissal of the second 2015 derivative claim against Jr. on statute-of-limitation grounds. Additionally, because Spoor's 2012 Complaint never alleged derivative fraud and UDTP claims against defendants, adding those claims to his 2015 Complaint would be effectively barred by the statutes of limitation. Accordingly, the trial court did not abuse its discretion in denying Spoor's Rule 15(a) motion for futility. A full-text copy of the Appeals Court's Decision dated Feb. 6, 2018 is available at https://is.gd/PZdbBE from Leagle.com. Barry Nakell, for plaintiff-appellant. WilsonRatledge, PLLC, by Reginald B. Gillespie, Jr -- rgillespie@wrlaw.com -- and N. Hunter Wyche, Jr. -- hwyche@wrlaw.com--; and Foley & Lardner LLP, by Michael J. Small -- msmall@foley.com -- pro hac vice, for defendant-appellee John M. Barth. Manning Fulton & Skinner, P.A., by Judson A. Welborn -- welborn@manningfulton.com -- and J. Whitfield Gibson -- gibson@manningfulton.com --for defendant-appellee John Barth, Jr. AmerLink filed a voluntary Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 09-01055-8-RDD) on February 11, 2009. On November 23, 2009, the Bankruptcy Court entered an order converting the Debtor's Chapter 11 case to a case under Chapter 7. Steven L. Beaman was appointed Chapter 11 Trustee in the case, and became the Chapter 7 trustee upon conversion of the case. ANDREW S. BREIMAN: Appointment of PCO Not Necessary, Court Rules ---------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York granted Andrew S. Breiman's motion seeking an order determining that the appointment of a Patient Care Ombudsman is not necessary in his chapter 11 case. The entry of the order is without prejudice to the right to seek the appointment of a Patient Care Ombudsman in this case if there is a material change in the Debtor's current or reasonably projected treatment of his patients. Andrew Stuart Breiman filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-23677) on Nov. 1, 2017, and is represented by Bruce R. Alter, Esq. of Alter & Brescia, LLP. ANTHONY M. MONTEMURRO: Walden Ordered to Revise Reimbursement Bid ----------------------------------------------------------------- Walden Investments Group, LLC, filed an application for allowance and payment of administrative expense pursuant to section 543(c)(2) of the Bankruptcy Code. In the Application, Walden seeks allowance of the Final Accounting in the amount of $123,414.47 as an administrative expense of Debtors Anthony M. Montemurro and Virginia J. Montemurro's bankruptcy estate. Walden also seeks payment for its attorneys' fees. The application calls into question the rules governing payment of prepetition receivers as well as the right to payment of such a receiver whose status and right to payment at the commencement of a bankruptcy case is uncertain. Although Walden was a "custodian" for the purposes of the applicable statutes and is entitled to seek compensation as an administrative expense, Walden has failed to establish that its claim meets the applicable standard set forth in the statute. As a result, Bankruptcy Judge Timothy A. Barnes requires a further hearing on the reasonableness of the compensation sought. While Walden individually meets the criteria for seeking reimbursement under both sections 503(b)(3) and 543(c)(2), the Application itself must proceed under section 503(b)(3)(E)and must be revised to specifically address how the applicable standards of that section have been met for each of the items contained in the Application. Further, the Application must be presented in a manner that makes clear exactly what is sought and why, with an organized presentation that allows the court to properly consider the request. A full-text copy of the Court's Memorandum Opinion dated Feb. 13, 2018 is available at: http://bankrupt.com/misc/ilnb17-10230-109.pdf Anthony M. Montemurro and Virginia J. Montemurro filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-10230) on March 31, 2017 and are represented by Scott R. Clar, Esq. of Crane Heyman Simon Welch & Clar. ASURION LLC: Moody's Rates $3.3-Bil. First-Lien Term Loan 'Ba3' --------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to a $3.3 billion first-lien term loan being issued by Asurion, LLC. The company will use proceeds from the new loan, which matures in November 2023, to repay an existing first-lien term loan of the same amount and maturity date. The new loan will have a slightly lower interest rate. The rating outlook for Asurion is stable. RATINGS RATIONALE Asurion continued to add subscribers in the US and internationally through year-end 2017, driving further EBITDA growth and a gradual decline in financial leverage, according to Moody's. The company's ratings reflect its dominant position in mobile device services (Mobility) distributed through wireless carriers in the US, Japan and other selected international markets. Asurion also has a good position in administration and underwriting of extended warranty and product service and replacement plans (Retail), mainly in the US. The group has a record of efficient operations, excellent customer service and profitable growth in its main business segments. Offsetting these credit strengths are Asurion's substantial borrowings from time to time to help fund recapitalization transactions, its business concentrations among certain wireless carriers and retailers, and slowing growth prospects in the relatively mature Retail segment. Also, risk management becomes a greater challenge as the group expands internationally. Asurion has total borrowings of $7.8 billion, suggesting a debt-to-EBITDA ratio of about 5x, (EBITDA - capex) interest coverage in the low single digits, and a free-cash-flow-to-debt ratio in the mid-single digits, per Moody's calculations. These metrics incorporate Moody's accounting adjustments for operating leases and noncontrolling interest expense, and reflect interest expense mainly on a cash basis to remove the effects of foreign exchange hedging. Asurion is owned by a consortium of sovereign wealth funds, pension funds, private equity firms, and company founders and managers. Over the past several years, the company has issued substantial debt to facilitate recapitalization transactions, gradually shifting the ownership interests away from private equity firms toward the other types of owners cited here. The private equity stake has fallen from a majority to less than 30%. Moody's expects that Asurion will conduct additional debt-funded recapitalizations to reduce the private equity stake further. Factors that could lead to an upgrade of the group's ratings include: (i) debt-to-EBITDA ratio consistently below 5x, (ii) (EBITDA - capex) coverage of interest exceeding 3.5x, (iii) free-cash-flow-to-debt ratio above 8%, and (iv) EBITDA margins exceeding 22%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 6.5x, (ii) (EBITDA - capex) coverage of interest below 2x, (iii) free-cash-flow-to-debt ratio below 4%, or (iv) EBITDA margins below 16%. Moody's has assigned the following rating (and loss given default (LGD) assessment) to Asurion: $3.3 billion first-lien senior secured term loan maturing in November 2023 at Ba3 (LGD3). The rating outlook for Asurion is stable. The principal methodology used in this rating was Insurance Brokers and Service Companies published in September 2017. Based in Nashville, Tennessee, Asurion is a global provider of product protection and support services to the wireless, insurance, retail and home repair service industries. The group has total credit facilities of nearly $8 billion. BEAULIEU GROUP: Files Chapter 11 Joint Plan of Liquidation ---------------------------------------------------------- Beaulieu Group, LLC, and affiliates filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement to accompany their joint plan of liquidation dated Feb. 9, 2018. As soon as is reasonably practicable following the Effective Date, as determined by the Liquidating Trustee in his or her sole discretion, and on each distribution date thereafter, the Liquidating Trustee will make a prorate distribution to the Holders of Allowed Class 6 unsecured claims of the Liquidation Proceeds less the Retained Proceeds that remain in the Estate after the payment and satisfaction of Allowed Claims in Classes 1 to 5 and Class 7. Estimated recovery for unsecured claimants is 8%. Entry of the Confirmation Order will constitute the approval of the substantive consolidation as of the Effective Date of Beaulieu Group, LLC and Beaulieu Trucking, LLC and their Estates for all purposes related to Claims and distribution of assets under the Plan. Substantive consolidation is an equitable remedy that has the effect of creating "one common pool of assets, liabilities and a single body of creditors while extinguishing the intercorporate liabilities of the consolidated estates." The Plan Proponents believe that substantive consolidation of the Debtors' separate Estates is warranted and appropriate in these cases because (i) there is a strong unity of interest and ownership between these Debtors because they were all controlled by the same group of officers, directors and members; (ii) the Debtors were all co-obligors on the ABL Lender secured loans, which loans were secured by substantially all of the assets of the Debtors; and (iii) a failure to consolidate the cases might unfairly favor one group of similarly situated creditors over others. On the Effective Date, the Liquidating Trust will be created. The primary purpose of the Liquidating Trust will be to collect and distribute proceeds to its Beneficiaries as well as to prosecute any Causes of Action, including Avoidance Actions. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb17-41677-543.pdf About Beaulieu Group Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens, Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a privately owned American company that manufactures and distributes high-end quality products in carpet, engineered hardwood, laminate and luxury vinyl. Beaulieu Group has 2,500 full- and part-time hourly and salaried employees. Beaulieu Group, along with the two other affiliates, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 17-41677) on July 16, 2017. The cases are jointly administered before the Honorable Judge Mary Grace Diehl. Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel. McGuireWoods is the special corporate counsel and Armory Strategic Partners is the restructuring advisor. American Legal Claim Services, LLC, is the claims and noticing agent. An Official Committee of Unsecured Creditors was appointed on July 21, 2017. The Committee retained Thompson Hine LLP as counsel; Fox Rothschild LLP as co-counsel; and Phoenix Management Services LLC as financial advisor. No trustee or examiner has been appointed in this case. BILLNAT CORP: Proposed Sale of Vehicles Approved ------------------------------------------------ Judge Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized BillNat Corp.'s sale of vehicles free and clear of all liens, claims, interests and encumbrances. Notwithstanding Bankruptcy Rules 6004 and 6006, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. Time is of the essence in closing the sale of the Vehicles approved, and the Debtor and the Purchasers intend to close the sale as soon as practicable. If and to the extent that Section 362 may be applicable to a particular action in connection with the sale of the Vehicles to the Purchasers authorized by the Order, the automatic stay pursuant to Section 362 of the Bankruptcy Code is lifted with respect to the Debtor to the extent necessary, without further order of the Court, to allow the Purchasers to deliver any necessary notices in relation to the purchase of the Vehicles. About Billnat Corporation BillNat Corporation operates 20 retail pharmacies from leased facilities in Southern Michigan under the name "Sav-On Drugs". It was solely owned by Mr. William G. Newman until all of its capital stock was acquired by the Frank W. Kerr Company in exchange for Mr. Newman receiving additional shares of Kerr in a transaction that closed in August 2015, but was retroactively effective as of Dec. 15, 2014. Novi, Michigan-based Frank W. Kerr Company filed a Chapter 7 petition on Aug. 23, 2016. The Debtor consented to and the Court entered an order for relief under Chapter 11, converting the case to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on Sept. 19, 2016. Kerr tapped McDonald Hopkins PLC as counsel. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's noticing, claims and balloting agent. The Debtor hired Conway Mackenzie Management Services, LLC, as restructuring consultant and Jeffrey K. Tischler as chief restructuring officer. BillNat Corporation filed a petition seeking relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-54357) on Oct. 13, 2017. BillNat estimated assets of $10 million to $50 million and debt of $50 million to $100 million. The case judge is the Hon. Maria L. Oxholm. BillNat tapped McDonald Hopkins PLC as counsel; SSG Advisors, LLC, as investment banker; Conway Mackenzie Management Services, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The official committee of unsecured creditors formed in the BillNat's case retained Lowenstein Sandler LLP as lead counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as financial advisor. BISON GLOBAL: Request for DIP Financing OK Is Moot -------------------------------------------------- The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas has denied as moot Bison Global Logistics, Inc.'s bid for authorization to obtain postpetition financing. The Debtor wanted to authorize post-petition financing nunc pro tunc, filed by the Debtor. The Debtor is authorized to engage in factoring with Crestmark TPG, LLC and 1Source Transportation, LLC. It is further ordered that post-petition financing is authorized nunc pro tunc to November 3, 2017. A copy of the court order is available at: http://bankrupt.com/misc/txwb17-11154-209.pdf About Bison Global Logistics Bison Global Logistics Inc. -- http://www.bisongl.com/-- is a privately owned transportation and logistics services provider. Its principal place of business is 1201 Heather Wilde, Pflugerville, Texas. It has terminals located in Austin, Dallas and San Antonio. Bison Global's transportation offerings include local, regional, and long haul trucking on Bison-owned equipment. It serves a wide array of companies and industries from the small locally owned business to Fortune 1000 companies. Bison Global sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-11154) on Sept. 14, 2017. In the petition signed by CEO Allen T. Love, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Tony M. Davis presides over the case. Barron & Newburger, P.C., is the Debtor's bankruptcy counsel. BRISTOW GROUP: Moody's Rates Proposed $300MM Sr. Secured Notes B2 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Bristow Group Inc.'s proposed $300 million senior secured notes due 2023. Bristow's other ratings and rating outlook were unchanged. Net proceeds from the proposed offering will be used to repay the remaining balance on Bristow's 2019 term loan, cash collateralize outstanding letters of credit under the revolving credit facility and fund cash on the balance sheet. Bristow will terminate the existing term loan and revolver upon closing of this debt offering. "Although this transaction will increase Bristow's gross debt and interest expense, weakening its leverage and coverage ratios, the company will face reduced refinancing risk, have more cash cushion and avoid restrictive financial covenants for several years allowing time for financial performance and industry conditions to recover," said Sajjad Alam, Moody's Senior Analyst. "Bristow will have roughly $350 million of balance sheet cash and no meaningful debt maturities until 2022 after closing this transaction." Assignments: Issuer: Bristow Group Inc. -- Senior Secured Notes due 2023, Assigned B2 (LGD3) RATINGS RATIONALE Bristow's proposed senior secured notes will replace the company's existing term loan and revolving credit facility, both maturing in April 2019. The notes will be issued by Bristow Group Inc. and have substantially similar collateral and guarantors as the existing term loan and revolver, and therefore, have the same B2 rating. Concurrent with this refinancing, Bristow will place a $75 million committed ABL facility at two of its largest European subsidiaries that will be backed by accounts receivables at those subsidiaries, and have a structurally superior claim over the secured notes. The secured notes will be jointly and severally guaranteed on a senior basis by the same Bristow U.S. subsidiaries that currently provide guarantees to its 2022 Senior Notes and 2023 convertible notes. Moody's Loss Given Default Methodology indicates a two notch uplift for the secured notes over the B3 Corporate Family Rating (CFR). However, Moody's believes a B2 rating is more appropriate given that the proposed secured notes do not have an all-asset pledge, are behind the ABL facility in terms of claims to Bristow's most liquid assets and the existence of several equipment financing loans in the capital structure that have specific collateral pledges. Bristow's B3 CFR reflects its high financial leverage, elevated fixed cost structure, the poor outlook for the offshore oil and gas industry, and Moody's expectation of persistent pricing pressure due to industry-wide helicopter overcapacity. Despite relatively stable projected revenues from its UK Search & Rescue (SAR) and fixed wing operations, a protracted weakness in deepwater and ultra-deepwater markets, which has historically generated most of Bristow's revenues, will keep Bristow's debt/EBITDA elevated at least through mid-2019. Bristow's ratings are supported by its global scale, leading market position in the offshore helicopter services industry, long-term and non-cyclical search and rescue (SAR) contract with the UK government, large and modern fleet of mostly owned aircraft, contractual relationship with a diverse group of oil and gas customers, and management's consistent commitment to safety. Bristow has adequate liquidity which is reflected in the SGL-3 rating. The company will have roughly $350 million of balance sheet cash following the secured note issuance and repayment of the term loan. The company will also have a committed $75 million ABL facility with a $50 million initial borrowing base. The company should have sufficient compliance headroom under its financial covenants through mid-2019. A portion of Bristow's helicopters under foreign subsidiaries as well as a significant portion of its non-aircraft assets are still unencumbered and could provide an alternative source of liquidity. The negative outlook reflects poor demand prospects from the offshore oil and gas industry through 2019, uncertainty regarding the timing and pace of market recovery, and the risks of further deterioration in Bristow's credit metrics. A downgrade is likely if there is a material decline in liquidity or if cash flow falls more than anticipated. An upgrade could be considered if revenues and margins show improving trends and the company can sustain debt/EBITDA below 6x while maintaining adequate liquidity. Bristow Group Inc., headquartered in Houston, Texas, is a leading provider of helicopter transportation services to the oil and gas industry worldwide. The principal methodology used in this rating was Global Oilfield Services Industry Rating Methodology published in May 2017. CASA DE MONTGOMERY: March 1 Plan Confirmation Hearing ----------------------------------------------------- Judge Stephen L. Johnson of the U.S. Bankruptcy Court for the Northern District of California approved Casa De Montgomery, Inc.'s national disclosure statement dated Feb. 2, 2018. The hearing on confirmation of the Debtor's National Plan dated Feb. 2, 2018 is set for March 1, 2018 at 1:30 P.M. in the United States Bankruptcy Court, Northern District of California, 280 So. First St., Courtroom 3099 San Jose, CA 95113. Objections to confirmation must be filed by Feb. 22, 2018 and the deadline to vote to accept or reject the Plan will be Feb. 22, 2018. About Casa De Montgomery Casa De Montgomery, Inc., is a single asset real estate company as defined in 11 U.S.C. Section 101(51B)). The company owns in fee simple interest a real property located at 4573 Branciforte Dr, Santa Cruz, CA 95065-9620 with an appraised value of $3.20 million. Casa De Montgomery again sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-53037) on Dec. 19, 2017. Frank Podesta, CEO, signed the Chapter 11 petition. At the time of filing, the Debtor disclosed $3.23 million in total assets and $2.34 million in liabilities. Judge Stephen L. Johnson is the case judge. The Debtor is represented by Lars T. Fuller, Esq. at The Fuller Law Firm. Casa De Montgomery previously sought bankruptcy protection (Bankr. N.D. Cal. Case No. 17-52075) on Aug. 29, 2017. CHESAPEAKE ENERGY: Harris Associates Holds 7% Stake as of Dec. 29 ----------------------------------------------------------------- Harris Associates L.P. and Harris Associates Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 29, 2017, they beneficially own 64,980,152 shares of common stock of Chesapeake Energy Corporation, constituting 7.1 percent of the shares outstanding. By reason of advisory and other relationships with the person who owns the Shares, Harris, an investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E), may be deemed to be the beneficial owner of 64,980,152 shares. Harris has been granted the power to vote Shares in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advice in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote. A full-text copy of the regulatory filing is available for free at: https://is.gd/kogKrQ About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses. Chesapeake Energy reported a net loss available to common stockholders of $4.92 billion on $7.87 billion of total revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $14.85 billion on $12.76 billion of total revenues for the year ended Dec. 31, 2015. The Company had $11.98 billion in total assets, $12.68 billion in total liabilities and a total deficit of $704 million as of Sept. 30, 2017. * * * Chesapeake Energy carries a 'Caa1' corporate family rating from Moody's Investors Service. Moody's said Chesapeake's 'Caa1' CFR incorporates its improving but modest cash flow generation at Moody's commodity price estimates relative to the company's high debt levels, as reported by the TCR on May 25, 2017. CHESAPEAKE ENERGY: State Street Has 6% Stake as of Dec. 31 ---------------------------------------------------------- State Street Corporation reported to the Securities and Exchange Commission that as of Dec. 31, 2017 it beneficially owns 55,212,444 shares of common stock of Chesapeake Energy Corporation, constituting 6.08 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/mkcw59 About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses. Chesapeake Energy reported a net loss available to common stockholders of $4.92 billion on $7.87 billion of total revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $14.85 billion on $12.76 billion of total revenues for the year ended Dec. 31, 2015. The Company had $11.98 billion in total assets, $12.68 billion in total liabilities and a total deficit of $704 million as of Sept. 30, 2017. * * * Chesapeake Energy carries a 'Caa1' corporate family rating from Moody's Investors Service. Moody's said Chesapeake's 'Caa1' CFR incorporates its improving but modest cash flow generation at Moody's commodity price estimates relative to the company's high debt levels, as reported by the TCR on May 25, 2017. COBALT INTENRATIONAL: Paulson & Co. Owns 6.8% Stake as of Dec. 31 ----------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Paulson & Co. Inc. disclosed that as of Dec. 31, 2017, it beneficially owns 2,046,394 shares of common stock of Cobalt International Energy, Inc., constituting 6.84 percent of the shares outstanding. The percentage ownership is based upon 29,916,693 shares of Common Stock outstanding as of Sept. 30, 2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on Nov. 2, 2017. Paulson & Co. Inc., an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts. In its role as investment advisor, or manager, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities reported in the schedule are owned by the Funds. Paulson disclaims beneficial ownership of those securities. A full-text copy of the regulatory filing is available at: https://is.gd/KZNOFC About Cobalt Cobalt -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc. and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors are represented by Zack A. Clement PLLC as local bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Houlihan Lokey Capital, Inc., as financial advisor and investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. COBALT INTERNATIONAL: Carlson Capital No Longer a Shareholder ------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Carlson Capital L.P., Asgard Investment Corp., Asgard Investment Corp. II, and Clint D. Carlson disclosed that as of Dec. 31, 2017, they have ceased to beneficially own shares of common stock of Cobalt International Energy, Inc. Carlson Capital L.P., a Delaware limited partnership, serves as the investment manager to certain investment funds and certain managed accounts with respect to any shares of Common Stock of the Issuer held by the Funds or the Accounts. Asgard Investment Corp. II, a Delaware corporation, serves as the general partner of Carlson Capital, with respect to the Common Stock directly held by the Funds or the Accounts. Asgard Investment Corp., a Delaware corporation, is the sole stockholder of Asgard II, with respect to the Common Stock directly held by the Funds or the Accounts. Mr. Carlson serves as president of Asgard, Asgard II and Carlson Capital, with respect to the Common Stock directly held by the Funds or the Accounts. A full-text copy of the regulatory filing is available at: https://is.gd/tPGZem About Cobalt Cobalt -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc. and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors are represented by Zack A. Clement PLLC as local bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Houlihan Lokey Capital, Inc., as financial advisor and investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. COMMUNITY TRANSLATOR: Former Manager Had No Authority to Appeal --------------------------------------------------------------- In the appeals case COMMUNITY TRANSLATOR NETWORK LLC, Appellant, v. UNITED STATES TRUSTEE, POWELL MEREDITH COMMUNICATIONS COMPANY, and AMY MEREDITH, Appellees, Case No. 2:17-cv-00736-JNP (D. Utah), Community Translator purports to appeal from a bankruptcy court order that converted its bankruptcy case from Chapter 11 to Chapter 7. Appellees Powell Meredith Communications Company and Amy Meredith moved to dismiss the appeal. District Judge Jill N. Parrish grants the Appellees' motion and dismisses the appeal. Before the trustee took possession of Community Translator Network, attorney John Barlow was its managing member. On July 1, 2017, Barlow purported to represent Community Translator Network when it filed a notice of appeal from the June 19, 2017 bankruptcy court order on behalf of the company. Powell Meredith filed a motion to dismiss the appeal in this court. It argued that the bankruptcy court ousted Barlow from his management position and that he had no authority to appeal on behalf of Community Translator Network. The court held oral argument on the motion. At the hearing, the trustee for Community Translator Network indicated that he took no position on the motion to dismiss. The Tenth Circuit's opinion in C.W. Mining Co. v. Aquila, Inc. is dispositive of Powell Meredith's motion to dismiss. In that case, the bankruptcy court granted a creditor's motion to convert an involuntary Chapter 11 bankruptcy case to Chapter 7. Six days later, the court appointed a trustee to take possession of the debtor, C.W. Mining Company. Former counsel for C.W. Mining subsequently appealed from the bankruptcy court's ruling that the entities that initiated the involuntary Chapter 11 proceedings were bona fide creditors with standing to file the involuntary petition. The trustee appointed by the bankruptcy court moved to dismiss the appeal, arguing that the ousted managers of C.W. Mining had no authority to file the notice of appeal. Id. The Bankruptcy Appellate Panel (BAP) denied the motion to dismiss. The Tenth Circuit reversed the BAP. It reasoned that, as a corporation, C.W. Mining could "act only through its authorized agents." It further held that once the bankruptcy court ousts a corporation's management by appointing a trustee, "[t]he only person with standing or legal capacity to represent [the Debtor] in any litigation, including these appeals, is its Trustee." Thus, former management "may not usurp the corporation's right to appeal, which may be exercised by the trustee alone." The holding of C.W. Mining requires this court to dismiss the appeal filed by Barlow. As was the case in C.W. Mining, the bankruptcy court converted the bankruptcy proceeding in this case to a Chapter 7 bankruptcy and appointed a trustee to take control of the debtor, Community Translator Network. Later, Community Translator Network's former manager, Barlow, filed a notice of appeal, purporting to act on behalf of the company. But former managers have no authority to take official actions on behalf of the corporation or limited liability company they formerly controlled. Because artificial business entities may only act through their proper legal representatives, and because "there is no 'separate interest" for the [former managers] to represent," a bankruptcy appeal filed by former managers on behalf of a business entity must be dismissed. A full-text copy of Judge Parrish's Memorandum Decision and Order dated Feb. 6, 2018 is available at https://is.gd/P48Wew from Leagle.com. Community Translator Network, Debtor, Appellant, represented by John Christian Barlow -- JCB@JohnChristianBarlow.com -- & Knute A. Rife -- KARife@RifeLegal.com -- RIFE LAW OFFICE. US Trustee, Appellee, represented by John T. Morgan, US DEPARTMENT OF JUSTICE OFFICE OF THE US TRUSTEE. Amy Meredith, Powell Meredith Communications, Appellee, represented by Geoffrey L. Chesnut. Bankruptcy Clerk's Office, Notice Party, pro se. About Community Translator Community Translator Network LLC was a limited liability company registered in Utah on Jan. 26, 2006. The Company's principal source of revenue and profits was from the purchase, development, and sale of FM Broadcast Translator Stations authorized by the Federal Communications Commission, or the permits and licenses to construct or operate FM translator stations. The Debtor sought Chapter 11 protection (Bankr. D. Utah Case No. 15-31245) on Dec. 1, 2015, estimating less than $100,000 in assets and less than $50,000 in debt. John Christian Barlow, Esq., at Law Office of John Christian Barlow, served as counsel to the Debtor. The Debtor also hired Knute Rife, Esq., at the Rife Law Office as counsel. The Office of the U.S. Trustee asked the Court to either dismiss the Chapter 11 case or convert the case to Chapter 7. Following a hearing on June 16, 2017, Judge William T. Thurman decided to converted the case to Chapter 7. On June 20, the U.S. Trustee named Michael F. Thomson, Esq., a partner at Dorsey & Whitney LLP, as Chapter 7 trustee for the Debtor. The trustee hired Dorsey & Whitney LLP as his bankruptcy counsel. COMSTOCK RESOURCES: Knighthead Has 10% Stake as of Dec. 31 ---------------------------------------------------------- Knighthead Capital Management, LLC, Knighthead GP, LLC, Knighthead Master Fund, L.P., Thomas A. Wagner and Ara D. Cohen disclosed that as of Dec. 31, 2017, they beneficially own 1,714,172 shares of common stock of Comstock Resources, constituting less than 10% of the shares outstanding. The percentage is based on 15,427,561 outstanding shares of Common Stock, as reported in the Issuer's Form 10-Q filed on Nov. 2, 2017, plus 1,714,172 shares of Common Stock issuable to the Holders upon conversion of the Convertible Notes, giving effect to certain limitation. The Master Fund and certain other entities directly or indirectly advised by the Investment Manager directly hold the Issuer's convertible notes that are convertible into shares of Common Stock. However, pursuant to the indentures governing the Convertible Notes, a Holder cannot convert the Convertible Notes, without 61 days' prior written notice, that would result in such Holder beneficially owning in excess of 9.99% of the Issuer's outstanding shares of Common Stock upon conversion. The Fund GP serves as general partner to the Master Fund and may be deemed to beneficially own shares of Common Stock that are beneficially owned by the Master Fund. The Investment Manager serves as investment manager and/or advisor to the Holders, including the Master Fund. The Founders, together, control the Investment Manager. The Investment Manager and the Founders may be deemed to indirectly beneficially own shares of Common Stock that are beneficially owned by the Holders. A full-text copy of the regulatory filing is available at: https://is.gd/JCHBX3 About Comstock Resources Comstock Resources, Inc. -- http://www.comstockresources.com/-- is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016, a net loss of $1.0 billion in 2015, and a net loss of $57.11 million in 2014. As of Sept. 30, 2017, Comstock Resources had $899.6 million in total assets, $1.22 billion in total liabilities and a total stockholders' deficit of $328.44 million. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources to 'CCC+' from 'SD' (selective default). The 'CCC+' corporate credit rating reflects S&P's view that the company's debt levels are unsustainable under its current price assumptions. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. The Caa2 CFR reflects Comstock's high leverage, limited scale, and the risks of further degradation in credit metrics in a low oil and natural gas price environment, as reported by the TCR on Sept. 16, 2016. COMSTOCK RESOURCES: Oaktree Value Holds 9.9% Stake as of Dec. 31 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Oaktree Value Opportunities Fund Holdings, L.P., Oaktree Value Opportunities Fund GP, L.P., Oaktree Value Opportunities Fund GP Ltd., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC, and Oaktree Capital Group Holdings GP, LLC, disclosed that as of Dec. 31, 2017, they beneficially own 1,710,558 shares of common stock of Comstock Resources, Inc., constituting 9.9 percent of the shares outstanding. The percentage ownership is based on a total of 15,427,561 shares of Common Stock issued and outstanding as of Nov. 2, 2017, as disclosed on the Issuer's form 10-Q, filed with the Securities and Exchange Commission on Nov. 2, 2017, plus 1,710,558 shares issuable to the Reporting Persons upon conversion of convertible notes held by the Reporting Persons, giving effect to certain limitation. A full-text copy of the regulatory filing is available at: https://is.gd/dPulvq About Comstock Resources Comstock Resources, Inc. -- http://www.comstockresources.com/-- is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016, a net loss of $1.0 billion in 2015, and a net loss of $57.11 million in 2014. As of Sept. 30, 2017, Comstock Resources had $899.6 million in total assets, $1.22 billion in total liabilities and a total stockholders' deficit of $328.44 million. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources to 'CCC+' from 'SD' (selective default). The 'CCC+' corporate credit rating reflects S&P's view that the company's debt levels are unsustainable under its current price assumptions. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. The Caa2 CFR reflects Comstock's high leverage, limited scale, and the risks of further degradation in credit metrics in a low oil and natural gas price environment, as reported by the TCR on Sept. 16, 2016. COMSTOCK RESOURCES: Whitebox Advisors Ceases to be a Shareholder ---------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Whitebox Advisors LLC, a Delaware limited liability company and Whitebox General Partner LLC, a Delaware limited liability company disclosed that as of Feb. 13, 2018, they have ceased to beneficially own shares of common stock of Comstock Resources, Inc. As of Dec. 31, 2017, WA was deemed to be the beneficial owner of 1,322,636 shares of Common Stock issuable upon the exercise of convertible securities to purchase Common Stock and deemed outstanding for purposes of calculating WA's beneficial ownership. As of Dec. 31, 2017, WGP was deemed to be the beneficial owner of 1,322,636 shares of Common Stock issuable upon the exercise of convertible securities to purchase Common Stock and deemed outstanding for purposes of calculating WGP's beneficial ownership. A full-text copy of the regulatory filing is available at: https://is.gd/9qxVYF About Comstock Resources Comstock Resources, Inc. -- http://www.comstockresources.com/-- is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016, a net loss of $1.0 billion in 2015, and a net loss of $57.11 million in 2014. As of Sept. 30, 2017, Comstock Resources had $899.6 million in total assets, $1.22 billion in total liabilities and a total stockholders' deficit of $328.44 million. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources to 'CCC+' from 'SD' (selective default). The 'CCC+' corporate credit rating reflects S&P's view that the company's debt levels are unsustainable under its current price assumptions. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. The Caa2 CFR reflects Comstock's high leverage, limited scale, and the risks of further degradation in credit metrics in a low oil and natural gas price environment, as reported by the TCR on Sept. 16, 2016. CUSTOM BLINDS: Taps Arent Fox as Legal Counsel ---------------------------------------------- Custom Blinds and Components, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Arent Fox LLP as its legal counsel. The firm will advise the Debtor regarding the requirements of the Bankruptcy Code; prosecute and defend actions filed by or against the Debtor; investigate and prosecute fraudulent transfer; and provide other legal services related to its Chapter 11 case. The firm's attorneys who will be handling the case and their hourly rates are: M. Douglas Flahaut $560 Christopher K.S. Wong $365 Yvonne Li $170 Prior to the Petition Date, Arent Fox received a total of $92,500 in pre-bankruptcy retainers. M. Douglas Flahaut, Esq., counsel at Arent Fox, disclosed in a court filing that the firm's partners, counsel and associates are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas M. Flahaut, Esq. Arent Fox LLP 555 W Fifth St, 48th Floor Los Angeles, CA 90013 Tel: 213-443-7559 Fax: 213-629-7401 E-mail: flahaut.douglas@arentfox.com douglas.flahaut@arentfox.com About Custom Blinds and Components Custom Blinds and Components, Inc. -- https://www.cbc-contract.com -- is a distributor of window covering components including faux wood blinds, vertical blinds, and roller shade. The company has been supplying window covering to the multi-family market since 2010. Custom Blinds currently operates out of a 32,000-square-foot facility in Chino, California. Custom Blinds and Components sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10621) on Jan. 26, 2018. In the petition signed by Wei Liu, CEO, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Scott H. Yun presides over the case. The Debtor tapped Arent Fox LLP as its legal counsel. DATA COOLING: Has Until March 30 to Exclusively File Plan --------------------------------------------------------- The Hon. Alan M. Koschik of the U.S. Bankruptcy Court for the Eastern District of Ohio has extended, at the behest of Data Cooling Technologies LLC, and its debtor-affiliates, the exclusive right to file and solicit acceptances to a Chapter 11 plan from March 7, 2018, through and including March 30, 2018. As reported by the Troubled Company Reporter on Jan. 30, 2018, Data Cooling previously asked the Court to extend the time period during which the Debtors have the exclusive right to file and solicit acceptances to a plan. The Debtor relates that in November 2017, the Court approved the sale of substantially all of the assets of Data Cooling Technologies LLC in two separate transactions. Both sales closed on Nov. 30, 2017, and the Debtor is now in the process of administering its remaining assets. A copy of the court order is available at: http://bankrupt.com/misc/ohnb17-52170-281.pdf About Data Cooling Technologies Data Cooling Technologies LLC is the exclusive North American licensee of US Patent No. 7753766. The KyotoCooling patented solution utilizes a heat wheel and an indirect economization process to produce the most reliable and efficient cooling technology in the data center industry. Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr. N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017. In the petitions signed by CEO Gregory Gyllstrom, Data Cooling estimated assets and liabilities at $10 million to $50 million, and Data Canada estimated assets of less than $50,000 and liabilities of less than $500,000. The Hon. Alan M. Koschik presides over the case. The Debtors tapped McDonald Hopkins LLC, as counsel, and Western Reserve Partners LLC, as investment banker. The official committee of unsecured creditors formed in the case retained Dahl Law LLC as its legal counsel. ECOMOTORS INC: Ares Values $9.4 Million Loan at 1% of Face ---------------------------------------------------------- Ares Capital Corporation has marked its $9.4 million loan extended to privately held EcoMotors, Inc., to market at $100,000 or about 1% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2017. Ares extended to EcoMotors a first lien senior secured loan. The loan is scheduled to mature March 2018. The Loan was on non-accrual status as of December 31, 2017. In 2017, Hilco Streambank has been retained by Ares to market and sell the patent portfolio, equipment, prototypes, inventory and related know-how of EcoMotors. EcoMotors was a designer of opposed-piston opposed cylinder (OPOC) high efficiency engines. EcoMotors, based in Allen Park, Michigan, was founded in 2008. ELWOOD ENERGY: DSRA Rqmt. Change No Impact on Moody's Ba Rating --------------------------------------------------------------- Moody's Investors Service understands that Elwood Energy, LLC's (Elwood, Ba2 positive) has proposed to decrease the project's debt service reserve account (DSRA) requirement to six-months from twelve-months. While the contemplated decrease in the DSRA requirement is a credit negative, the proposed change will not affect Elwood's current Ba credit profile, and will not, in and of itself, result in a rating downgrade of Elwood. The contemplated reduction in the DSRA requirement is balanced against the project's credit strengths such as low leverage, predictable contractual cash flow through May 2021, strong projected financial metrics over the next several years, and a large equity investment by the primary sponsor. The project's credit quality could improve further following the results of PJM's Base Residual capacity auction in May 2018 that covers the June 2021 to May 2022 period. If the outcome of the upcoming auction results in capacity prices similar to those experienced in May 2017, the project should be able to comfortably satisfy annual debt service requirements each year through 2022, a period when Elwood's annual debt service requirements remain elevated. Starting in 2023 through the July 2026 final debt maturity, the project's annual debt service declines appreciably causing the project to have much greater resiliency against low capacity prices should they occur. Elwood Energy LLC owns a 1,508 (winter) / 1,350 (summer) megawatt (MW) peaking facility consisting of nine natural gas-fired, simple cycle units, located in Elwood, Illinois (about 50 miles southwest of Chicago). Elwood sells its energy and capacity into the ComEd Zone of PJM wholesale power market. Elwood's bond matures on July 5, 2026. Elwood is 100% indirectly owned by J-POWER USA Generation, L.P., which is a 50/50 joint venture between John Hancock Life Insurance Company and J-POWER USA Investment Co., Ltd. ENCHANTED ACRES: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: Enchanted Acres Farm, Inc. 200 North 8th Street Reading, PA 19601 Business Description: Enchanted Acres Farm, Inc., headquartered in Reading, Pennsylvania, operates a food manufacturing facility. Founded in 2002, the Company also offers contract packaging services to outside companies. The Company prides itself on being "Made in the USA" and is a certified woman owned business. Chapter 11 Petition Date: February 21, 2018 Case No.: 18-11162 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Hon. Richard E. Fehling Debtor's Counsel: George M. Lutz, Esq. HARTMAN, VALERIANO, MAGOVERN & LUTZ, P.C. 1100 Berkshire Blvd., Suite 301 P.O. Box 5828 Wyomissing, PA 19610 Tel: (610) 779-0772 Fax: (610) 779-7473 E-mail: glutz@hvmllaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kelley Huff, president. The Debtor lists Cleanroom Resource Ltd. as its sole unsecured creditor, holding a claim of $77,698. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-11162.pdf EXCO RESOURCES: Hiring Gardere Wynne as Conflicts Counsel --------------------------------------------------------- Exco Resources, Inc., et al., are seeking to employ Gardere Wynne Sewell LLP as their Texas, litigation and conflicts counsel. Gardere, in consultation with the Debtors, will be coordinating with Kirkland & Ellis -- who is being tapped as the Debtors' lead counsel -- to determine each firm's respective areas of responsibility in the Debtors' cases. To specifically disclose the division of labor and to avoid unnecessary duplication of services, Gardere will primarily provide these services for its engagement in the Debtors' Chapter 11 cases: -- Provide legal advice and services regarding local rules, practices, and procedures; -- Provide certain services in connection with administration of the chapter 11 cases, including, without limitation, preparing agenda letters, hearing notices, and hearing binders of documents and pleadings; -- Review and comment on proposed drafts of pleadings and other documents to be filed with the Court as local bankruptcy counsel to the Debtors; -- At the request of the Debtors, appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their local and conflicts bankruptcy counsel; -- Perform all other services assigned by the Debtors to Gardere as local and conflicts bankruptcy counsel to the Debtors; -- Provide legal advice and services on any matter on which Kirkland & Ellis (K&E) may have a conflict, or otherwise as needed based upon specialization; -- At the request of the Debtors, represent the Debtors in certain complex commercial litigation in contested matters or adversary proceedings, including EXCO Operating Company, LP, EXCO Resources, Inc., and Raider Marketing, L.P. vs. Shell Energy North America (US), L.P. and BG US Production Company, LLC, Adv. Proc. 18-03015 (Bankr. S.D. Tex) currently pending before the Bankruptcy Court; -- Assist in analyzing the existence, extent, validity, enforceability, and priority of liens asserted against the Debtors' oil and gas assets, and participate as necessary in any action related to such liens; -- To the extent requested by the Debtors, analyze any other Texas law and/or oil and gas law issues related to the Debtors' Chapter 11 cases; and -- Perform all other necessary legal services in the Debtors' cases as Texas, conflicts, and litigation counsel. The current hourly rates of certain Gardere professionals anticipated to be working with the Debtors are: Bankruptcy Professionals Attorney/Paralegal Status Hourly Rate ------------------ ------ ----------- Marcus Helt Partner $680 Michael K. Riordan Associate $480 Sean Wilson Associate $375 Gale Gattis Paraprofessional $295 Litigation Professionals Attorney/Paralegal Status Hourly Rate ------------------ ------ ----------- Geoffrey H. Bracken Partner $650 Rhonda Weiner Partner $455 Vi Tran Associate $320 Michaela Larson Associate $210 Expenses related to Gardere's service will be included in the firm's applications for compensation, which may include third-party disbursements, like travel expenses, messenger charges, and filing and recording fees and other costs. Gardere says it intends to make reasonable efforts to comply with the United States Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Section 330 by Attorney's in Larger Chapter 11 Cases Effective as of November 1, 2013 (the "Revised UST Guidelines"), both in connection with the application and in connection with the interim and final fee applications to be filed by Gardere during the course of the Debtors' Chapter 11 Cases. The following is provided in response to the request for additional information set forth in Paragraph D.1 of the Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Gardere has represented the Debtors in the 12 months prepetition. The professionals involved in this representation were billed at their standard customary rates (aside from those professionals whose rates were discounted approximately 10-30%, as noted above). Aside from customary annual rate adjustments or rate changes based on increased seniority or demand for an attorney's services, there have been no adjustments to the billing rates of professionals involved in this prepetition representation. Gardere's billing rates and material financial terms have not changed post- petition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtors engaged Gardere in connection with these Chapter 11 Cases only a short time before the Petition Date. Gardere is collaborating with the Debtors and K&E to determine the specific allocation of tasks between the two firms. Gardere anticipates submitting and seeking the Debtors' approval of budget and staffing plans beginning in February. Because Gardere has been providing legal services to the Debtors for a number of years on complex commercial litigation matters, the Debtors are familiar with Gardere's standard staffing and billing policies. Marcus Helt, Esq., a partner at Gardere, assures the Court that Gardere is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, as required by Section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates and has no connection to the Debtors, their creditors or other parties-in-interest. The Firm can be reached at: Marcus Helt, Esq. Gardere Wynne Sewell LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 https://www.gardere.com Tel No.:(214) 999-3000 Fax No.:(214) 999-4667 Email: mhelt@gardere.com About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.355 billion as of Sept. 30, 2017. The Debtors' cases have been assigned to the Honorable Marvin Isgur. The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis LLP, as bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims agent. An official committee of unsecured creditors has been appointed in the case. The committee is represented by lawyers at Jackson Walker and Brown Rudnick. EXCO RESOURCES: Objection Filed to Gardere Engagement ----------------------------------------------------- BankruptcyData.com reported that Cross Sound Management filed with the U.S. Bankruptcy Court an objection to EXCO Resources' motion to retain Gardere Wynne Sewell as litigation and conflicts counsel. The objection asserts, "The context of this reorganization and the circumstances surrounding the transactions make any investigation of claims by the Debtors themselves inappropriate. First, the investigation was purportedly commenced while a representative of a target of the investigation, John Wilder of Bluescape, was serving as Executive Chairman of the Board, and just weeks after another target-representative, Samuel Mitchell of Fairfax, had resigned. Moreover, substantially all of the Debtors' current senior officers and directors listed on the Debtors' website were in place at the time of the March 2017 transaction, except one - Randall King was appointed on March 31, 2017, just two weeks after the transaction closed. Second, Kirkland & Ellis LLP (K&E) is conflicted from conducting any investigation into the 2017 transaction, having advised the Debtors and issued a legal opinion in connection with the very 2017 transaction under investigation. The Debtors should not be allowed to use Gardere to seek to 'cleanse' investigatory work done by K&E. The Committee - conflict-free and appointed to represent the interests of the Debtors' unsecured creditors - has begun to conduct the investigation, and it should be allowed to proceed without the Debtors' interference and duplication of efforts. The order approving Gardere's retention should limit such retention to exclude investigating estate claims and causes of action against insiders, including with respect to the 2015 or 2017 transactions, in favor of the Committee's investigation." Cross Sound is represented by: Emily Smith, Esq. Quinn Emanuel Urquhart & Sullivan, LLP 711 Louisian Street, Suite 500 Houston, Texas 77002 Tel No.: (713) 221-7000 Fax No.: (713) 221-7100 Email: emilysmith@quinnemanuel.com About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.355 billion as of Sept. 30, 2017 The Debtors' cases have been assigned to the Honorable Marvin Isgur. The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis LLP, as bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims agent. The Official Committee of Unsecured Creditors is represented by lawyers at Jackson Walker L.L.P.; and Brown Rudnick LLP. EXCO RESOURCES: Panel Mulls Probe on Fairfax, Bluescape & Oak Tree ------------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Exco Resources, Inc., hinted early this week that it will investigate the Debtors' pre-petition refinancing transactions with lenders. According to the Committee, those deals give rise to a number of issues that must be carefully investigated, especially as they go to the perfection, priority and allowability of insider secured claims. On Tuesday, the Committee filed papers in Bankruptcy Court for the Southern District of Texas expressing support to Exco's Application to employ Gardere Wynne Sewell LLP as Texas, Litigation, and Conflicts Counsel. According to the Committee, it agrees that the Debtors need competent counsel to assist with local procedural matters, extant litigation, and to avoid potential conflicts of interest. Additionally, the Committee recognizes that Gardere is a qualified choice for each of those roles. The Committee also believes that the Debtors' historical engagement of Kirkland & Ellis LLP, which presently serves as Exco's general bankruptcy counsel, does not in any way disqualifies the firm from these bankruptcy cases. "The Committee has experienced a solid working relationship with the Debtors and with K&E, and intends to follow suit with Gardere," Patricia B. Tomasco, Esq., at Jackson Walker, the Committee's counsel, said in court papers. As to Gardere's proposed role as conflicts counsel with respect to estate claims against Fairfax Financial Holdings Limited, Bluescape Resources Company LLC, and Oak Tree Capital Management, LP -- which were the principal sources of capital in two refinancing transactions by the Debtors -- and other inside-creditors, the Committee tells the Court that it alone should investigate, and seek resolution of, avoidance, subordination, and other estate claims that "now appears to exist" against them. Exco engaged in two refinancing and exchange transactions in October 2015 and March 2017. According to the Committee, at the time of each transaction, Fairfax, Bluescape and Oak Tree were "insiders" because, among other things, they: (i) owned substantial stock in the Debtors; (ii) had board representation; and (iii) were creditors of substantial size and influence. Further, in March 2017, they also received an extraordinary warrant package that, according to the Debtors' public security filings, had a value of approximately $148.6 million. Pursuant to the 2017 Refinancing Transactions, Fairfax, Bluescape and Oak Tree purchased $300 million (in the aggregate) of new 1.5 Lien notes, the proceeds of which were used to pay down the Debtors' outstanding secured reserve-based debt. Separately, the Debtors offered to exchange new 1.75 Lien Loans to holders of their outstanding Second Lien Loan facility (of which Fairfax and Bluescape were each significant holders). About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.355 billion as of Sept. 30, 2017. The Debtors' cases have been assigned to the Honorable Marvin Isgur. The Debtors tapped Gardere Wynne Sewell LLP, and Kirkland & Ellis LLP, as bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims agent. The Official Committee of Unsecured Creditors is represented by lawyers at Jackson Walker L.L.P.; and Brown Rudnick LLP. EXCO RESOURCES: V. Prem Watsa Has 16.3% Stake as of Dec. 31 ----------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of EXCO Resources, Inc., as of Dec. 31, 2017: Shares Percentage Beneficially of Reporting Persons Owned Shares ----------------- ------------ ---------- V. Prem Watsa 3,525,303 16.3% The One Zero Nine Holdco Limited 3,493,258 16.1% The Sixty Two Investment Company Limited 3,493,258 16.1% Fairfax Financial Holdings Limited 3,493,258 16.1% FFHL Group Ltd. 3,210,337 14.8% Riverstone Holdings Limited 107,238 0.5% Riverstone Insurance Limited 107,238 0.5% Fairfax (US) Inc. 1,768,256 8.2% Zenith National Insurance Corp. 317,603 1.5% Zenith Insurance Company 317,603 1.5% TIG Insurance Company 31,314 0.1% Odyssey US Holdings Inc. 1,266,519 5.9% Odyssey Re Holdings Corp. 1,266,519 5.9% Odyssey Reinsurance Company 1,266,519 5.9% Clearwater Select Insurance Company 514,457 2.4% Newline Holdings UK Limited 44,238 0.2% Newline Corporate Name Limited 44,238 0.2% Crum & Forster Holdings Corp. 152,820 0.7% United States Fire Insurance Company 152,820 0.7% Advent Capital (Holdings) Ltd. 208,791 1.0% Advent Capital (NO. 3) Limited 208,791 1.0% Northbridge Financial Corporation 980,508 4.5% Northbridge General Insurance Corp. 920,184 4.3% Northbridge Personal Insurance Corp. 160,864 0.7% Zenith Insurance Company 44,238 0.2% Federated Insurance Company of Canada 60,324 0.3% Brit Limited 125,105 0.6% Brit Insurance Holdings Limited 125,105 0.6% Brit Syndicates Limited 57,509 0.3% Brit Reinsurance (Bermuda) Limited 67,596 0.3% Fairfax (Barbados) International Corp. 229,230 1.1% TIG Insurance (Barbados) Limited 20,108 0.1% Wentworth Insurance Company Ltd. 209,122 1.0% V. Prem Watsa is an individual whose business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7. Certain of the Shares beneficially owned by the Reporting Persons are held by subsidiaries of Fairfax and by the pension plans of certain subsidiaries of Fairfax, which subsidiaries and pension plans have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those securities. No such interest of a subsidiary or pension plan relates to more than 5% of the class of Shares. A full-text copy of the regulatory filing is available at: https://is.gd/sVWifz About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an independent oil and natural gas company engaged in the exploration, exploitation, acquisition, development and production of onshore U.S. oil and natural gas properties with a focus on shale resource plays. Principal operations are conducted in certain key U.S. oil and natural gas areas including Texas, Louisiana and the Appalachia region. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.35 billion as of Sept. 30, 2017 The Debtors' cases have been assigned to the Honorable Marvin Isgur. The Debtors tapped Gardere Wynne Sewell LLP, and Kirkland & Ellis LLP, as bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bannkruptcy Solutions, LLC, as notice, claims, balloting agent and administrative advisor. FANNIE MAE: Posts Net Income of $2.5 Billion in 2017 ---------------------------------------------------- Fannie Mae reported annual net income of $2.5 billion (after-tax), annual pre-tax income of $18.4 billion, and annual comprehensive income of $2.3 billion in 2017. For the fourth quarter of 2017, Fannie Mae reported a net loss of $6.5 billion (after-tax), pre-tax income of $5.0 billion, and a comprehensive loss of $6.7 billion resulting from the remeasurement of the Company's deferred tax assets due to the enactment of the Tax Act. The company reported a net worth deficit of $3.7 billion as of Dec. 31, 2017. To eliminate the Company's net worth deficit, the Company expects the director of the Federal Housing Finance Agency will submit a request to Treasury on the Company's behalf for $3.7 billion. Timothy J. Mayopoulos, president and chief executive officer of Fannie Mae, commented, "Our 2017 results demonstrate that the fundamentals of our business are strong. While the fourth quarter was affected by a one-time accounting charge, we expect to benefit from a lower tax rate going forward. "As we mark 80 years of serving America's housing market, our focus is on building a strong, stable housing finance system for the future. We are doing this by delivering innovative solutions for our customers and demonstrating leadership on our country’s most persistent housing challenges. "We are in a strong position to serve the changing needs of homeowners and renters, and to advance our vision to be America's most valued housing partner." As of Dec. 31, 2017, Fannie Mae had $3.34 trillion in total assets, $3.34 trillion in total liabilities and a total stockholders' deficit of $3.68 billion. Fannie Mae's pre-tax income was $18.4 billion in 2017, compared with $18.3 billion in 2016, reflecting the strength of the company's underlying business fundamentals. The Company's net revenues, which consist of net interest income and fee and other income, were higher in 2017 compared with 2016. * Net interest income decreased slightly in 2017 compared with 2016. Net interest income was derived primarily from guaranty fees from the Company's $3.2 trillion guaranty book of business. Fannie Mae receives guaranty fees as compensation for managing the credit risk on loans underlying Fannie Mae MBS held by third parties. * Fee and other income increased in 2017 compared with 2016 primarily as a result of a settlement agreement resolving legal claims related to private-label mortgage-related securities the company purchased prior to entering conservatorship in 2008. The decrease in Fannie Mae's net income and comprehensive income in 2017 was driven primarily by a $9.9 billion provision for federal income taxes resulting from the enactment of the Tax Act. This one-time charge was due to the remeasurement of the Company's deferred tax assets using the lower corporate tax rate enacted in the fourth quarter of 2017 with an effective date of Jan. 1, 2018. Fannie Mae expects its future net income will benefit from the lower federal corporate income tax rate. The Company expects its effective tax rate to be approximately 20 percent in 2018. Net revenues, which consist of net interest income and fee and other income, were $5.5 billion for the fourth quarter of 2017, compared with $6.5 billion for the third quarter of 2017. For the year, net revenues were $23.0 billion, compared with $22.3 billion in 2016. Net interest income was $5.1 billion for the fourth quarter of 2017, compared with $5.3 billion for the third quarter of 2017. For 2017, net interest income was $20.7 billion, compared with $21.3 billion for 2016. The decrease in net interest income for the fourth quarter and the year was due primarily to lower net interest income from the Company's retained mortgage portfolio. More than 75 percent of Fannie Mae's 2017 net interest income was derived from the loans underlying Fannie Mae MBS in consolidated trusts, which primarily generate income through guaranty fees. In recent years, an increasing portion of Fannie Mae's net interest income has been derived from guaranty fees, rather than from the Company's retained mortgage portfolio assets. This shift has been driven by both the guaranty fee increases the company implemented in 2012 and the reduction of its retained mortgage portfolio. Fee and other income was $431 million for the fourth quarter of 2017, compared with $1.2 billion for the third quarter of 2017. Fee and other income for the fourth quarter of 2017 was lower due primarily to a settlement agreement in the third quarter of 2017 that resolved legal claims relating to private-label mortgage-related securities the company purchased prior to entering conservatorship in 2008. For the year, fee and other income was $2.2 billion, compared with $1.0 billion for 2016. The increase in fee and other income for the year was driven primarily by the settlement agreement. Net fair value losses were $191 million in the fourth quarter of 2017, compared with $289 million in the third quarter of 2017. Net fair value losses in the fourth quarter of 2017 were due primarily to the impact of increases in short-term interest rates on both the value of the Company's risk management derivatives, and its commitments to sell mortgage-related securities. For the year, net fair value losses were $1.2 billion, compared with $1.1 billion in 2016. The Company recognized total risk management derivatives fair value losses for 2017 primarily as a result of interest expense accruals on interest rate swaps. These losses were partially offset by an increase in the fair value of the Company's interest rate swaps in 2017 due to movements in swap rates during the year. The estimated fair value of the Company's derivatives, trading securities, and other financial instruments carried at fair value may fluctuate substantially from period to period because of changes in interest rates, the yield curve, mortgage and credit spreads, implied volatility, and activity related to these financial instruments. Credit-related income (expense) consists of a benefit or provision for credit losses and foreclosed property expense. Credit-related income was $430 million in the fourth quarter of 2017, compared with credit-related expense of $322 million in the third quarter of 2017. Credit-related income in the fourth quarter was due to a benefit for credit losses driven primarily by an increase in actual and forecasted home prices and the redesignation of mortgage loans from held-for-investment to held-for-sale during the quarter. The shift to credit-related income in the fourth quarter reflected the impact of the recent hurricanes, which resulted in credit-related expense in the third quarter of 2017. Credit-related income was $1.5 billion in both 2017 and 2016. Credit-related income in 2017 was due to a benefit for credit losses driven primarily by an increase in actual and forecasted home prices and the redesignations of loans from held-for-investment to held-for-sale during the year, partially offset by the impact of estimated incurred losses from Hurricanes Harvey, Irma, and Maria in 2017. PROVIDING LIQUIDITY AND SUPPORT TO THE MARKET Liquidity Fannie Mae provided approximately $570 billion in liquidity to the mortgage market in 2017, including approximately $148 billion in liquidity in the fourth quarter of 2017, through its purchases and guarantees of loans, which resulted in: * Approximately 1.2 million home purchases in 2017, including approximately 293,000 in the fourth quarter of 2017 * Approximately 1 million mortgage refinancings in 2017, including approximately 246,000 in the fourth quarter of 2017 * Approximately 770,000 units of multifamily housing in 2017, including approximately 217,000 in the fourth quarter of 2017 CREDIT QUALITY While continuing to make it possible for families to buy, refinance, or rent homes, Fannie Mae has maintained responsible credit standards. Fannie Mae monitors various loan attributes, in conjunction with housing market and economic conditions, to determine if its pricing, eligibility, and underwriting criteria accurately reflect the risks associated with loans the company acquires or guarantees. Single-family conventional loans acquired by Fannie Mae in 2017 had a weighted average borrower FICO credit score at origination of 745 and a weighted average original loan-to-value ratio of 75 percent. While Fannie Mae's single-family delinquency rates continued their downward trend in the first part of 2017, the impact of the hurricanes in the third quarter of 2017 resulted in an increase in the Company's single-family delinquency rates in the latter part of the year. In response to the hurricanes, the company permitted its servicers to grant an initial temporary 90-day period of disaster forbearance to any homeowner in the hurricane-affected regions they believe has been impacted by the disaster. Servicers are permitted to extend the forbearance period beyond 90 days after making contact with the homeowner or with Fannie Mae's approval. As a result, a large number of borrowers in the hurricane-affected regions became delinquent while in this forbearance period, particularly in Texas, Florida, and Puerto Rico, which were most significantly impacted by the hurricanes. Fannie Mae expects its single-family serious delinquency rate to remain higher during the short-term while borrowers are in forbearance periods. The Company expects many of these delinquent borrowers to resolve their delinquencies in the next several months, either through resuming their mortgage payments or by obtaining a loan modification. Over the long term, the Company expects the impact of the hurricanes on its serious delinquency rate to subside and for this rate to resume its previous downward trend; however, because the Company's single-family serious delinquency rate has already declined significantly over the past several years, it expects more modest declines and may experience period to period fluctuations in this rate. The Company's single-family serious delinquency rate and the period of time that loans remain seriously delinquent continue to be negatively affected by the length of time required to complete a foreclosure in some states. Other factors that affect its single-family serious delinquency rate include: the pace of loan modifications; the timing and volume of nonperforming loan sales made by the company; natural disasters; servicer performance; and changes in home prices, unemployment levels and other macroeconomic conditions. FINANCIAL PERFORMANCE OUTLOOK Fannie Mae expects to remain profitable on an annual basis for the foreseeable future; however, certain factors could result in significant volatility in the Company's financial results from quarter to quarter or year to year. Fannie Mae expects volatility from quarter to quarter in its financial results due to a number of factors, particularly changes in market conditions that result in fluctuations in the estimated fair value of the financial instruments that it marks to market through its earnings. Other factors that may result in volatility in the Company's quarterly financial results include developments that affect its loss reserves, such as changes in interest rates, home prices or accounting standards, or events such as natural disasters. The potential for significant volatility in the Company's financial results could result in a net loss in a future quarter. Because the company had a net worth deficit as of Dec. 31, 2017, it has no remaining capital reserves as of that date. Pursuant to the December 2017 letter agreement, Fannie Mae is now permitted to retain up to $3.0 billion in future earnings as capital reserves. Once the Company is able to rebuild its capital reserves to $3.0 billion, the capital reserves will provide a buffer in the event of a net loss in a future quarter. However, any net loss the company experiences in the future could be greater than the amount of its capital reserves. If this were to occur, it would result in a net worth deficit for that quarter. If the Company has another net worth deficit in a future quarter, it will be required to draw additional funds from Treasury under the senior preferred stock purchase agreement to avoid being placed into receivership. ABOUT FANNIE MAE'S CONSERVATORSHIP AND AGREEMENTS WITH TREASURY Fannie Mae has operated under the conservatorship of FHFA since Sept. 6, 2008. Treasury has made a commitment under a senior preferred stock purchase agreement to provide funding to Fannie Mae under certain circumstances if the Company has a net worth deficit. Pursuant to this agreement and the senior preferred stock the company issued to Treasury in 2008, the director of FHFA has directed Fannie Mae to pay dividends to Treasury on a quarterly basis since entering into conservatorship in 2008 for every dividend period for which dividends were payable. In December 2017, FHFA entered into a letter agreement with Treasury on Fannie Mae's behalf that amended the dividend provisions of the senior preferred stock to: * increase the applicable capital reserve amount to $3.0 billion, effective Jan. 1, 2018; and * reduce the dividend amount otherwise payable for the fourth quarter of 2017 by $2.4 billion. The amended dividend provisions of the senior preferred stock also provide that, if Fannie Mae does not declare and pay a dividend in the full amount provided for in the senior preferred stock for any future dividend period, the capital reserve amount will thereafter be zero. In his Dec. 21, 2017 statement announcing this reinstatement of the $3.0 billion capital reserve, the Director of FHFA noted that FHFA contemplates that going forward Fannie Mae and Freddie Mac dividends will be declared and paid beyond the $3.0 billion capital reserve in the absence of exigent circumstances. Under the terms of the senior preferred stock, if Fannie Mae does not have a positive net worth or if our net worth does not exceed the applicable capital reserve amount as of the end of a fiscal quarter, then no dividend amount will accrue or be payable for the applicable dividend period. Because the Company had a net worth deficit of $3.7 billion as of Dec. 31, 2017, no dividend will be payable to Treasury for the first quarter of 2018, and the company expects the Director of FHFA will submit a request to Treasury on the company's behalf for $3.7 billion to eliminate its net worth deficit. After Fannie Mae receives these funds, the maximum amount of remaining funding under the agreement will be $113.9 billion. If the company were to draw additional funds from Treasury under the agreement in respect of a future period, the amount of remaining funding under the agreement would be reduced by the amount of the Company's draw. Dividend payments Fannie Mae makes to Treasury do not restore or increase the amount of funding available to the company under the agreement. Although Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of the Company's common stock, and has made a commitment under a senior preferred stock purchase agreement to provide the company with funds to maintain a positive net worth under specified conditions, the U.S. government does not guarantee the Company's securities or other obligations. Fannie Mae's financial statements for the full year of 2017 was filed with the Securities and Exchange Commission, a copy of which is available for free at https://is.gd/tQlRpn. The Company provides further discussion of its financial results and condition, credit performance, and other matters in its 2017 Form 10-K. Additional information about the Company's credit performance, the characteristics of its guaranty book of business, its foreclosure-prevention efforts, and other measures is contained in the "2017 Credit Supplement" at www.fanniemae.com. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Through its single-family and multifamily business segments, the Company provided approximately $570 billion in liquidity to the mortgage market in 2017, which enabled the financing of approximately 3 million home purchases, refinancings or rental units. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since Sept. 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the Company and its assets. The conservator has since delegated specified authorities to the Company's Board of Directors and has delegated to management the authority to conduct our day-to-day operations. Fannie Mae's directors do not have any fiduciary duties to any person or entity except to the conservator and, accordingly, are not obligated to consider the interests of the Company, the holders of its equity or debt securities, or the holders of Fannie Mae MBS unless specifically directed to do so by the conservator. FIRST RIVER: DOJ Watchdog Can Name R. Battaglia as Ch. 11 Trustee ----------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas granted U.S. Energy Development Corporation et al.'s amended motion to appoint a Chapter 11 trustee in the chapter 11 case of First River Energy, LLC. The U.S. Trustee, after consultation with the parties in interest, will appoint Mr. Raymond Battaglia to serve as Chapter 11 Trustee. Counsel for U.S. Energy Development Corporation, Viceroy Petroleum, L.P., Ageron Energy, LLC, Lewis Petro Properties, Inc., Crimson Energy Partners IV, LLC, PetroEdge Energy IV LLC, Teal Natural Resources, LLC, AWP Operating Company, RLU Oil & Gas, Inc., Killam Oil Co, Ltd., WCS Oil and Gas Corporation and Herschap Brothers: William B. Kingman, SBN 11476200 Law Offices of William B. Kingman, P.C. 3511 Broadway San Antonio, Texas 78209 Tel: (210) 829-1199 Fax: (210) 82101114 Email: bkingman@kingmanlaw.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. GARRETT PROPERTIES: Bank Objects to Proposed Plan and Disclosures ----------------------------------------------------------------- The Huntington National Bank submits an objection to Garrett Properties, LLC's disclosure statement dated Oct. 25, 2017 to accompany its plan of reorganization dated Oct. 24, 2018. Huntington asserts that nearly three years after the case was filed, the Debtor-in-possession has not been able to confirm a Plan. In the Disclosure Statement, the Debtor states that although it has made adequate protection payments, Huntington has reversed position as to its desire as to how the Debtor proceeds with respect to the Collateral and suggests generally that the Debtor's failure to reorganize to date is largely due to actions of Huntington. Huntington disagrees with the Debtor's characterization of the history of the negotiations and interactions between the parties. Nevertheless, Huntington's only goal is for the Debtor to take some action to either confirm a Plan or otherwise address the loans at issue while interest and other expenses continue to mount on these matured loans. Unfortunately, the disclosure statement and proposed Plan are deficient on their face and otherwise violate Huntington's rights under applicable law, and therefore should not be approved or considered for confirmation. Even if Huntington had no objection to the proposed Plan and Disclosure Statement, the Court should decline approval of the Disclosure Statement because the Debtor cannot perform the proposed obligations. Even accepting the Debtor's valuations, proposed interest rates and amortization term (which Huntington disputes), the Plan and Disclosure Statement are inadequate on their face. Further, the proposed treatment of Huntington's secured claim is objectionable for several reasons. First, the Debtor's valuation of the Collateral is disputed. Additionally, the proposed interest rate and loan term are objectionable. Despite the fact that Huntington's loans matured pre-petition, the Plan would amortize Huntington's claims over 20 years. In other words, the Plan proposes to reverse the calendar, act as if the promissory notes had not matured prior to the filing of this case, and extend the term another 20 years. In addition, the Plan proposes to cram down the contractual interest rates to 4%. Moreover, the Plan unfairly discriminates against Huntington. The Plan arbitrarily amortizes Huntington's loans at 20 years and 4%. This arbitrary payment proposal amounts to unfair discrimination and is not fair and equitable given that the Plan proposes to amortize the other secured debt over 5 years. The Troubled Company Reporter previously reported that in order for the plan to be confirmed the administrative expenses must be paid and the rental property repairs must be completed. That in order to pay these expenses the sole shareholder of the Debtor will inject new value into the Debtor by payment of the sum of $40,000. This new contribution is directly related to the success of the reorganization plan and will satisfy the requirements of the absolute priority rule. A copy of Huntington's Objection is available at: http://bankrupt.com/misc/wvsb2-15-20085-204.pdf Counsel for Huntington National Bank, N.A.: Michael R. Proctor (WV Bar No. 9122) Dinsmore & Shohl LLP 215 Don Knotts Blvd., Ste 310 Morgantown, WV 26501 Phone: (304) 296-1100 Fax: (304) 296-6116 Email: michael.proctor@dinsmore.com About Garrett Properties Headquartered in Charleston, West Virginia, Garrett Properties, LLC, is a limited liability company. Since Aug. 17, 2004, the Debtor has been in the business of owning, holding and renting commercial and residential real estate. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and liabilities at between $1 million and $10 million each. Judge Ronald G. Pearson presides over the case. James M. Pierson, Esq., at Pierson Legal Services, serves as the Debtor's bankruptcy counsel. GARY FERGUSON: Collateral Estoppel Bars Relitigation Bid -------------------------------------------------------- The U.S. State Court of Appeals, Eleventh Circuit, affirms the decision of the bankruptcy court granting Plaintiff David Beem's motion for summary judgment in the appeals case DAVID BEEM, Plaintiff-Appellee, v. GARY ALLAN FERGUSON, Defendant-Appellant, No. 16-11842 (11th Cir.). On August 24, 1992, Hurricane Andrew made landfall near Homestead, Florida, destroying at least 63,000 homes and 82,000 businesses, and leaving at least 175,000 people homeless. The extreme damage (about $25 billion) left an extensive amount of construction material debris across Homestead, and some entrepreneurs found new business opportunities among the wreckage. One of those men was Gary Ferguson, who in 1994 joined with David Beem to form Floors to Doors, Inc., which sold discount home improvement and building supplies. But like far too many homes in Hurricane Andrew's path, the business partnership between Mr. Ferguson and Mr. Beem collapsed. And, when that happened, the two did what disgruntled business partners often do--litigate. This appeal marks the latest episode in a decade-long legal battle fought by Messrs. Ferguson and Beem in state and federal courts. Nine years ago, Mr. Beem won summary judgment in state court against Mr. Ferguson on his claim for "defamation; abuse of process." A jury awarded him damages on that claim in 2011 and the court entered judgment accordingly. In 2012, Mr. Ferguson filed for bankruptcy and Mr. Beem sought to have the debt for that judgment declared non-dischargeable. Mr. Beem's lawyer, however, made a mistake. The Court now decides whether Mr. Beem's untimely complaint in the adversary proceeding may relate back to the filing of a timely, but procedurally improper, motion in the bankruptcy case. The Court also decides whether the bankruptcy court appropriately granted Mr. Beem's motion for summary judgment, declaring Mr. Ferguson's debt non-dischargeable. After careful review of the full record and the parties' briefs, and with the benefit of oral argument, the Court answers both questions yes, and affirms. Mr. Ferguson sought to relitigate the state court judgment, raising facts to dispute whether his conduct was actually willful and malicious. But, he had a "full and fair opportunity to litigate that issue in the earlier case," and therefore collateral estoppel bars relitigation of that issue. In sum, Mr. Ferguson wants an impermissible "second bite at the apple" despite having fully participated in the prior action that resulted in an adverse judgment for abuse of process. The bankruptcy court and the district court correctly determined that collateral estoppel prevented this relitigation and that Mr. Ferguson caused willful and malicious injury to Mr. Beem. Therefore, the Court affirms the grant of summary judgment. A full-text copy of the Eleventh Circuit's Ruling dated Feb. 6, 2018 is available at https://is.gd/PmhjNR from Leagle.com. James B. Miller, for Defendant-Appellant. Joshua Byrne Spector -- jspector@allendyer.com -- for Defendant-Appellant. Alan G. Geffin -- alan@gpglawfirm.com -- for Defendant-Appellant. Jonathan S. Feldman -- jfeldmand@pbyalaw.com -- for Defendant-Appellant. Gary Ferguson filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 12-22368) on May 21, 2012. GENESIS TOTAL: PCO Submits Fourth Report ---------------------------------------- Deborah L. Fish, the appointed patient care ombudsman, files with the U.S. Bankruptcy Court for the Eastern District of Michigan her fourth report on the status of the quality of patient care in the Chapter 11 case of Genesis Total Healthcare, LLC. The report covers the period from Dec. 21, 2017 to Feb. 7, 2018 and is based upon a site visit, a formal meeting with employees, two home visits, review of filed pleadings, review of monthly operating reports and discussions and communications with staff, patients, and Judith A. Ekong, President and Director of Nursing. The PCO reports that the Debtor has maintained all of its services and is delivering similar care to the same patient population as it did pre-petition. The administration has confirmed that the Debtor has maintained its relationship with its pre-petition suppliers and that there have been no interruptions in service, nor any changes in medical supplies. The PCO viewed the inventory of stored supplies and confirmed with the staff that they had the required supplies to meet all of the patient needs. The PCO also notes that the Debtor uses an electronic records management system to house and maintain its patient charts and files. The Debtor also maintains cloud site back up for the patient records. Any auxiliary paper records have been moved to the new location and are maintained on site under lock and key. A full-text copy of the PCO's Fourth Report is available at: http://bankrupt.com/misc/mieb17-32058-85.pdf About Genesis Total Healthcare Genesis Total Healthcare, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 17-32058) on Sept. 8, 2017. The petition was signed by Judith Ekong, president. The Debtor is represented by George E. Jacobs, Esq. of Bankruptcy Law Offices. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities. GEOSTELLAR INC: Taps Bernstein-Burkley, P.C. as Legal Counsel ------------------------------------------------------------- Geostellar, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Bernstein-Burkley, P.C. as its legal counsel. Bernstein-Burkley will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm received retainers totaling $21,717. Bernstein-Burkley does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Arch W. Riley, Jr., Esq. Bernstein‐Burkley, P.C. Hare Building 48 14th Street, Suite 301 P.O. Box 430 Wheeling, WV 26003-0009 Tel: 304.215.1177 Fax: 412.456.8135 E-mail: ariley@bernsteinlaw.com About Geostellar Inc. Geostellar, Inc., provides big-data geomatics solutions to make solar energy accessible. The company was founded in 2010 and is headquartered in Martinsburg, West Virginia. Geostellar sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 18-00045) on Jan. 29, 2018. In the petition signed by Howard Teich, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Bernstein-Burkley, P.C., is the Debtor's legal counsel. GLOBAL SOLUTIONS: $45K Sale of CCTV Camera Package Approved ----------------------------------------------------------- Judge Dwight H. Williams, Jr. of the U.S. Bankruptcy Court for the Middle District of Alabama partly granted Global Solutions & Logistics, LLC's sale of CCTV camera package for $45,433. The sale is free and clear of liens. All proceeds from the sale will be held in trust with the Debtor's counsel pending the determination of priority to the proceeds. Any interested party may file a brief stating their position regarding the distribution of the proceeds within 14 days from the date of the Order. The Debtor's counsel will withhold from the proceeds a sum sufficient to pay the Chapter 11 quarterly fee generated from the sale. About Global Solutions Global Solutions & Logistics, LLC, doing business as Alexanders Industrial Services, in Phenix City, Alabama -- http://www.alexandersservices.com/-- is a veteran owned business that provides a full line of industrial services and cleaning, environmental services, and mechanical contracting to commercial clients, industrial facilities, and municipalities throughout the Southeast. Global Solutions & Logistics sought Chapter 11 protection (Bankr. M.D. Ala. Case No. 17-80775) on June 10, 2017. In the petition signed by CFO Keith Williams, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Dwight H. Williams Jr. The Debtor is represented by William Wesley Causby, Esq., at Memory & Day. No trustee or examiner has been appointed to date in the case. GOODYEAR TIRE: Loan Amendment No Impact on Fitch's BB IDR --------------------------------------------------------- Fitch Ratings does not expect the planned amendment of The Goodyear Tire & Rubber Company's (GT) second-lien term loan to affect the ratings on the company or the loan. GT's Long-Term Issuer Default Rating (IDR) is 'BB' and the Rating Outlook is Stable. Fitch rates the second-lien term loan 'BB+'/'RR1'. The second-lien loan was launched in 2005 with $1.2 billion outstanding. Subsequent repayments reduced the amount outstanding to $400 million at Dec. 31, 2017. The second-lien loan is guaranteed by most of GT's U.S. and Canadian subsidiaries, and is secured by a second-priority interest in the same collateral securing GT's $2 billion first-lien revolving credit facility. Fitch does not expect the amendment to substantially change the loan agreement, other than the pricing and maturity. Fitch expects the maturity will be extended to 2025 from 2019. The 'BB+'/'RR1' ratings on the second-lien term loan reflects its substantial collateral coverage and outstanding recovery prospects in the 90% to 100% range in a distressed scenario. The one notch uplift from GT's IDRs reflects Fitch's notching criteria for issuers with IDRs in the 'BB' range. KEY RATING DRIVERS GT's ratings reflect the tire manufacturer's relatively strong margin performance, solid annual FCF generation and moderate financial leverage, set against a backdrop of heavy industry competition, highly seasonal cash flow variability and sensitivity to raw material prices. The ratings also reflect GT's strong brand recognition as the third-largest global tire manufacturer, its globally diversified manufacturing footprint, and its strong competitive position in the higher-margin high value added (HVA) 17-inch and higher tire segment. Fitch's primary rating concerns include the heavy competition in the global tire industry, rising tire industry production capacity and the industry's sensitivity to commodity prices, particularly with respect to petroleum products and natural rubber. Fitch expects global industry capacity to continue rising over the intermediate term, but the capacity-intensive nature of HVA tire production will partially mitigate the effect on overall industry production. Although GT has contributed to industry capacity growth with the opening of its new plant in Mexico, the company has been capacity constrained over the past several years on some of its more popular HVA tires in North America, especially for light trucks and SUVs. The new plant will help the company better meet demand for these products. Relatively low commodity prices were a key contributor to GT's strong profitability over the past several years, as substantially lower raw material costs more than offset the effect of cost adjustments on revenue in some of the company's customer contracts. However, rising raw material costs over the past year posed a significant headwind to profitability, and competitive dynamics in the tire industry, particularly in the 16-inch and lower segment, challenged GT's ability to fully offset higher material costs with increased pricing. As a result, although revenue rose 1.4% in 2017 to $15.4 billion, segment operating income (SOI), as calculated by GT, declined to $1.5 billion from $2.0 billion in the previous year. Although the raw material pressure weakened GT's credit protection metrics in 2017, they remain in line with the company's ratings, and Fitch expects metrics will strengthen over the longer term as global tire demand continues to grow, especially in emerging markets, and as the company continues to work on improving its cost structure. In the near term, Fitch expects moderating raw material costs and a more effective pricing strategy will contribute to a stronger financial performance for the company in 2018. As of Dec. 31, 2017, GT's debt totaled $6.3 billion, including $572 million in off-balance sheet factoring, and LTM Fitch-calculated EBITDA was $2.2 billion, leading to Fitch-calculated EBITDA leverage of 2.8x. GT's EBITDA margin was 14.6%. Fitch-calculated free cash flow (FCF) in the year ended Dec. 31, 2017 was $90 million, leading to a FCF margin of 0.6%. Liquidity totaled $4.2 billion, including $1.0 billion in cash and $3.2 billion in combined availability on the company's U.S. and European revolvers, as well as various other foreign and domestic facilities. DERIVATION SUMMARY GT has a relatively strong competitive position as the third-largest global tire manufacturer, with a highly recognized brand name and a focus on the higher-margin HVA tire category. However, the shift in focus to HVA tires has led to lower tire unit volumes and revenue, particularly in the mature North American and Western European markets, while profit margins have risen substantially. The company's diversification is increasing as rising incomes in emerging markets lead to higher demand for HVA tires, particularly in the Asia Pacific region. GT's margins are roughly consistent with other large Fitch-rated rated tire manufacturers, Compagnie Generale des Etablissements Michelin (A-/Outlook Stable) and Continental AG (BBB+/Outlook Stable), but GT's leverage is considerably higher, as the other two both maintain EBITDA leverage below 1x. GT's leverage is more consistent with auto suppliers in the 'BB' category, such as Tenneco Inc. (BB+/Outlook Stable) and American Axle & Manufacturing Holdings, Inc. (BB-/Outlook Stable). GT's margins are relatively strong compared to those other 'BB' category issuers, but this is tempered somewhat by heavier seasonal working capital swings, which lead to more variability in FCF over the course of a year. However, absolute annual FCF levels and margins have been a bit strong compared with the 'BB' rated auto supplier peers. Although GT's leverage is in line with its rating category and similarly rated peers, its focus on debt reduction is likely to result in declining leverage over the longer term. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Global tire industry demand grows modestly over the next several years on OEM production growth and a higher global car parc. -- GT's sales rise over the next several years on global unit volume growth, improved mix and pricing above the change in commodities. -- Capital spending runs at roughly 5.5% to 6.5% of revenue over the next several years. -- Dividends rise through the forecast period, reflecting company plans to return more cash to shareholders. -- The company reduces debt through 2020 in line with its debt- reduction initiatives. -- Cash pension contributions run between $25 million and $50 million per year over the intermediate term. -- The company generally maintains between $850 million and $1 billion in cash (including not readily available cash) on its balance sheet, with excess cash used primarily for share repurchases and some debt reduction. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Demonstrating continued growth in tire unit volumes, market share and pricing; -- Maintaining 12-month FCF margins of 4% or better for an extended period; -- Maintaining leverage near 2.0x for an extended period; -- Maintaining FFO adjusted leverage near 3.0x for an extended period. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- A significant step-down in demand for the company's tires without a commensurate decrease in costs; -- An unexpected increase in costs, particularly related to raw materials, that cannot be offset with higher pricing; -- A decline in the company's consolidated cash below $850 million for several quarters; -- A decline in 12-month FCF margins to below 2% for a prolonged period; -- An increase in gross EBITDA leverage to above 3.0x for a sustained period; -- An increase in FFO adjusted leverage to above 4.0x for a sustained period. LIQUIDITY Fitch expects GT's liquidity to remain adequate over the intermediate term. At Dec. 31, 2017, GT had $1.0 billion in cash and cash equivalents, most of which was located outside the U.S. Fitch expects the company will have more flexibility to efficiently repatriate foreign cash following the U.S. Tax Cuts and Jobs Act enacted in December 2017. However, Fitch expects GT will continue to utilize its credit facilities on a temporary basis during weaker seasonal periods in a typical year. In addition to its cash, GT had $3.2 billion in availability on various global credit facilities at Dec. 31, 2017, including about $2.3 billion in availability on its primary U.S. and European revolvers. As of Dec. 31, 2017, the company had $653 million in debt maturing in 2018 (excluding off-balance sheet factoring), which included $262 million in short-term notes payable and overdraft facilities. Fitch expects most of the 2018 maturities will be refinanced. FULL LIST OF RATINGS Fitch currently rates GT and GDTE: The Goodyear Tire & Rubber Company -- Long-Term IDR 'BB'; -- Secured revolving credit facility 'BB+'/'RR1'; -- Secured second-lien term loan 'BB+'/'RR1'; -- Senior unsecured notes 'BB'/'RR4'. Goodyear Dunlop Tires Europe B.V. -- Long-Term IDR 'BB'; -- Secured revolving credit facility 'BB+'/'RR1'; -- Senior unsecured notes 'BB'/'RR2'. The Rating Outlook is Stable. GOODYEAR TIRE: Moody's Affirms Ba2 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed the ratings of The Goodyear Tire & Rubber Company, including Corporate Family and Probability of Default rating at Ba2, Ba2-PD, respectively. In a related action Moody's affirmed the ratings on Goodyear's existing debt: second-lien term loan, at Baa3, senior unsecured guaranteed notes at Ba3, senior unsecured unguaranteed notes at B1; and on Goodyear Dunlop Tires Europe B.V.'s senior unsecured guaranteed notes at Ba1. Moody's also assigned a Baa3 to Goodyear's amended and extended second-lien term loan. The Speculative Grade Liquidity Rating is affirmed at SGL-1. The rating outlook is stable. Rating Assigned: The Goodyear Tire & Rubber Company Baa3 (LGD2), to the new amended and extended $400 million (remaining amount) senior secured second lien term loan due 2025 Ratings Affirmed: The Goodyear Tire & Rubber Company Corporate Family Rating, at Ba2; Probability of Default Rating, at Ba2-PD; $400 million (remaining amount) senior secured second lien term loan due 2019, at Baa3 (LGD2), (this rating will be withdrawn upon the completion of the new amended and extended senior secured second lien term loan); 8.75% $275 million senior unsecured guaranteed notes due 2020, at Ba3 (LGD4); 5.125% $1 billion senior unsecured guaranteed notes due 2023, at Ba3 (LGD4); 4.875% $700 million senior unsecured guaranteed notes due 2027, at Ba3(LGD4); 5.0% $900 million senior unsecured guaranteed notes due 2026, at Ba3 (LGD4); 7.0% $150 million senior unsecured unguaranteed notes due 2028, at B1 (LGD6); Speculative Grade Liquidity Rating, at SGL-1; The rating outlook is Stable Goodyear Dunlop Tires Europe B.V. 3.75% EUR250 million senior unsecured Euro notes due 2023, at Ba1 (LGD2). The rating outlook is Stable RATINGS RATIONALE The affirmation of Goodyear's Ba2 Corporate Family Ratings reflects the company's demonstrated ability to improve the price/mix of its product offerings in 2017 and ongoing ability to generate cost saving to help mitigate raw material cost headwinds during the year. While ill-timed pricing actions in 2017, which were not followed by competitors, negatively impacted Goodyear's volumes in the U.S., gradually increasing market prices of tires of competitors in U.S. since then are expected to support higher sales volumes over the near-term. Additionally, Goodyear's strong competitive position as a leading supplier of first fitment tires for North American automotive original equipment manufacturers is expected further support the company's replacement-tire market share over the intermediate-term. Goodyear's segment operating income (SOI) deteriorated about 23% in 2017 from prior year levels due largely to raw material cost increases and has set back the previously established 2020 SOI target of $3 billion and will likely delay the opportunity for further debt reduction over the near-term. These raw material cost pressures are expected to abate somewhat over the near-term benefiting Goodyear's strategy of increasing penetration of greater than 17 inch tires. In addition, ongoing cost savings actions should support a recovery in profit levels in 2018. Goodyear's liquidity profile also remains strong and should continue to support operating flexibility. The stable rating outlook incorporates the expectation that Goodyear's debt/EBITDA of 3.4x (inclusive of Moody's standard adjustment) at year-end 2017 will gradually improve to below the previously establish downward rating driver of 3x over the next 12-16 months. Goodyear's Speculative Grade Liquidity Rating at SGL-1 reflects a very good liquidity profile, supported by substantial cash balances, revolving credit availability and future cash flow generation over the next 12-15 months. As of December 31, 2017, Goodyear's global cash on hand approximated $1 billion. The $2.0 billion revolving credit facility was undrawn with $37 million of outstanding letters of credit outstanding and had $1.7 billion available after considering the borrowing base. The facility matures in 2021. Goodyear's Euro 550 million revolving credit facility was unfunded as of December 31, 2017 and the Pan European accounts receivable securitization facility was fully utilized at $224 million. Moody's expect Goodyear to generate positive free cash flow in 2018 in the mid-single digit range as a percentage of debt. There is a coverage ratio covenant test under the $2.0 billion revolver which comes into effect only when availability under the revolver, plus cash balances of the parent and guarantor subsidiaries under the facility, goes below $200 million, which is unlikely to be activated in the near-term. Goodyear has the capacity under the indentures for its unsecured obligations to pledge additional assets (subject to the terms, limitations and exclusions provided in the respective indentures). Should the permissible liens exceed the prescribed amount, Goodyear would be required to ratably secure the unsecured notes issued under the indentures. A growing importance to Goodyear's liquidity profile is its ability to factor receivables. At December 31, 2017 the gross amount of receivables sold was $572 million. Accounts receivable factoring has gradually grown from about $243 million for fiscal 2012. While Moody's recognize this has been an ongoing practice, Moody's also consider this as a potential funding risk if markets are not available to enter into further factoring arrangements. A higher rating over the near term is unlikely. Over the long-term, a higher rating could result from sustained improving demand which support widening profit margins and debt reduction. A higher rating could result from EBITA/interest at or above 4.0x, and debt/EBITDA at or about 2.0x while maintaining at least a good liquidity profile. A lower rating could result if industry conditions deteriorate through weakening volume trends, competitive pressures, or increasing raw material costs which are not offset by improved product mix, pricing, or restructuring actions. EBITA margins expected to approach 5% on a sustained basis, the inability to generate positive free cash flow sufficient to maintain debt/EBITDA below 3x, or EBITA/Interest below 3x could also result in a downgrade. Ratings pressure could arise from a meaningful decline in the liquidity profile. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. The Goodyear Tire & Rubber Company, based in Akron, OH, is one of the world's largest tire companies with 48 manufacturing facilities in 22 countries around the world. Revenues for the fiscal year 2017 were approximately $15.4 billion. GRAN TIERRA: Fitch Corrects February 14 Rating Release ------------------------------------------------------ Fitch Ratings has issued a correction to the ratings release on Gran Tierra Energy International Holdings Ltd. published on Feb. 14, 2018, which corrects the name of the issuing entity to Gran Tierra Energy International Holdings Ltd. from Gran Tierra Energy Inc., which appeared incorrectly in the original release. The revised release is as follows: Fitch Ratings has placed the 'B+(EXP)' rating and 'RR3' Recovery Rating on Gran Tierra Energy International Holdings Ltd.'s (B/Stable) proposed note issuance on Rating Watch Negative. KEY RATING DRIVERS The rating action follows the publication of Fitch's "Exposure Draft: Country-Specific Treatment of Recovery Ratings" on Feb. 14. Following the publication of this exposure draft, Fitch will be reviewing the portfolio and expects to place a number of ratings on Rating Watch during the exposure period. This criteria revision is expected to result in changes to approximately 26 instrument ratings for 16 publicly rated issuers. The magnitude of any change will be limited to one notch in most cases. RATING SENSITIVITIES Fitch expects to resolve the Rating Watch within the next six months upon completion of the exposure draft period. If the final criteria are substantially similar to the Exposure Draft, then the ratings are likely to be impacted after the final criteria report is published. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Gran Tierra Energy International Holdings Ltd. -- Proposed senior unsecured notes rated 'B+(EXP)'with Recovery Rating of 'RR3' placed on Rating Watch Negative. GTHCC INC: Plan to be Funded from Sale Proceeds of Real Property ---------------------------------------------------------------- GTHCC, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas a disclosure statement to accompany its plan of reorganization. The Debtor is in the residential construction business. The Debtor is currently constructing a single family residence located at 5117 Alysheba Lane, Midland, Texas 79705. The Debtor purchased the Real Property as a vacant lot from a developer, Black Family Partnership, Ltd on Oct. 22, 2012. The Debtor believes that it owns the Real Property free and clear of all liens. Once the Debtor has completed construction, it will sell the Real Property and use the proceeds from the sale to pay creditors. The Debtor anticipates that it will complete construction of the Real Property and list the Real Property for sale in July 2018. The Class 5(a) claims consist of the general unsecured creditors which existed prior to the Petition Date. The Debtor believes that the total amount of allowed general unsecured claims will be in the approximate amount of $219,737.52. The Class 5(a) unsecured claims will be paid 100% of their allowed unsecured claim(s) through equal quarterly payments of principal based on a 10-year Plan term, with payments beginning on the first day of the third month following the Effective Date of the Plan. The projected quarterly payments are estimated to be in the amount of $5,493.43, and will be disbursed on a pro-rata basis to unsecured creditors based upon the amount of their allowed claims. Such quarterly payments will be made by GTHCC 2017, LLC until the Real Property is sold at which point the Debtor will make the remaining quarterly payments from the proceeds from the sale of the Real Property. Alternatively, Class 5(a) creditors may elect to receive a lump sum cash distribution equal to 25% of the unsecured creditor's allowed claim. The 25% distribution will be made by the Debtor on or before the 120th day following the Effective Date of the Plan. If the Real Property has not been sold by the 120th day following the Effective Date, GTHCC 2017, LLC will pay the Class 5(a) creditor claims that elect to receive the lump sum cash distribution. If the Real Property has been sold by the 120th day following the Effective Date, the Debtor will pay the Class 5(a) creditor creditors that elect to receive the lump sum cash distribution from the proceeds from the sale of the Real Property. The Class 5(b) claims consist of the insider unsecured claims which existed prior to the Petition Date. These claims will be paid in full from the remaining proceeds from the sale of the Property, if any, after the claims in Classes 1 through 5(a) are paid in full. To the extent there are insufficient funds from the sale of the Property to pay the Class 5(b) claims in full, the holders of allowed Class 5(b) claims will share any recover pro-rata. The Plan is feasible as a result of the sale of the Real Property. The funds from the sale of the Real Property are expected to be sufficient to fund the Plan. The feasibility of the Debtor's Plan is affected by the values and interest rates set by the Court. Should the Debtor's estimate estimated sale price of the Real Property be grossly in error or if the real estate market dips drastically in the immediate future, this Plan might not be feasible. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txwb17-51942-30.pdf Based in Midland, Texas, GTHCC, Inc. listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-51942) on August 15, 2017, with estimated assets of $0 to $50,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Jarnail Sihota, president. GULF MEDICAL: Taps Jill B. Sport as Accountant ---------------------------------------------- Gulf Medical Services, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Jill B. Sport CPA, PA as its accountant. The firm will assist the Debtor in reviewing data entries; make adjustments for accrual-based accounting; review the general ledger; and input data for financial reports and tax returns. For its monthly services, the firm will be paid a flat fee of $400 per month. Meanwhile, the Debtor will pay an hourly fee of $250 to Jill Sport, a certified public accountant, for the preparation of its annual tax returns, and $85 per hour to his assistants. The firm does not hold any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Jill B. Sport Jill B Sport CPA, PA 5060 Woodbine Road Pace, FL 32571 Phone: 850-995-9235 Email: info@jillsportcpa.com 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. In the petition signed by Kenneth R. Steber, president, the Debtor disclosed $1.73 million in assets and $5.15 million in liabilities. Judge Jerry C. Oldshue Jr. presides over the case. Steven J. Ford, Esq., at Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A., serves as the Debtor's bankruptcy counsel. GULFMARK OFFSHORE: Canyon Capital Has 15.76% Stake as of Dec. 31 ---------------------------------------------------------------- Canyon Capital Advisors LLC, Mitchell R. Julis and Joshua S. Friedman disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 1,110,220 shares of common stock of GulfMark Offshore, Inc., constituting 15.76 percent of the shares outstanding. CCA is an investment advisor to various managed accounts, including VRF, CVRF, CVRFM, CBEF, GRF2, CDOF2016, Canyon Blue, CSLV, CASP2, PERMIO, KDOF2, and NZ-TRADING, with the right to receive, or the power to direct the receipt, of dividends from, or the proceeds from the sale of the securities held by, such managed accounts. Messrs. Julis and Friedman control entities which own 100% of CCA. A full-text copy of the regulatory filing is available at: https://is.gd/1ZropA About Gulfmark Offshore Based in Houston, Texas, GulfMark Offshore, Inc. -- http://www.gulfmark.com/-- GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving every major offshore energy industry market in the world. The Company's business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, its president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. An ad hoc committee of holders of unsecured senior notes issued by GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. GULFMARK OFFSHORE: Solus Alternative Has 5.46% Stake as of Dec. 31 ------------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Solus Alternative Asset Management LP, Solus GP LLC and Mr. Christopher Pucillo disclosed that as of Dec. 31, 2017, they beneficially own 384,485 shares of common stock of Gulfmark Offshore, constituting 5.46 percent of the shares outstanding. The percentage is calculated based upon the 7,043,141 shares of Common Stock reported to be outstanding by the Issuer as of Dec. 21, 2017 in its Registration Statement on Form S-1 filed with the SEC on Dec. 21, 2017. A full-text copy of the regulatory filing is available for free at https://is.gd/kUNTD2 About Gulfmark Offshore Based in Houston, Texas, GulfMark Offshore, Inc. -- http://www.gulfmark.com/-- GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving every major offshore energy industry market in the world. The Company's business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, its president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. An ad hoc committee of holders of unsecured senior notes issued by GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. GULFMARK OFFSHORE: Teachers Advisors Has 8.28% Stake as of Dec. 31 ------------------------------------------------------------------ Teachers Advisors, LLC reported to the Securities and Exchange Commission that as of Dec. 31, 2017, it beneficially owns 591,434 shares of common stock of Gulfmark Offshore, constituting 8.28 percent of the shares outstanding. Teachers Advisors, LLC is the investment adviser to three registered investment companies, TIAA-CREF Funds, TIAA-CREF Life Funds, and TIAA Separate Account VA-1, as well as one or more separately managed accounts of Advisors, and may be deemed to be a beneficial owner of 591,434 shares of Issuer's common stock owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts. A full-text copy of the regulatory filing is available for free at https://is.gd/CdjyNm About Gulfmark Offshore Based in Houston, Texas, GulfMark Offshore, Inc. -- http://www.gulfmark.com/-- GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving every major offshore energy industry market in the world. The Company's business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, its president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. An ad hoc committee of holders of unsecured senior notes issued by GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. GULFMARK OFFSHORE: TIAA-CREF Holds 7.2% Stake as of Dec. 31 ----------------------------------------------------------- TIAA-CREF High Yield Fund disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2017, it beneficially owns 514,665 shares of common stock of Gulfmark Offshore Inc., constituting 7.22 percent of the shares outstanding. Teachers Advisors, LLC also reported beneficial ownership of 591,434 Common Shares or 8.28% stake. TIAA-CREF Investment Management, LLC is the investment adviser to the College Retirement Equities Fund, a registered investment company, and may be deemed to be a beneficial owner of zero shares of Issuer's common stock owned by CREF. Teachers Advisors, LLC is the investment adviser to three registered investment companies, TIAA-CREF Funds, TIAA-CREF Life Funds, and TIAA Separate Account VA-1, as well as one or more separately managed accounts of Advisors, and may be deemed to be a beneficial owner of 591,434 shares of Issuer’s common stock owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts. Investment Management and Advisors are reporting their combined holdings for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. Each of Investment Management and Advisors expressly disclaims beneficial ownership of the other's securities holdings and each disclaims that it is a member of a "group" with the other. A full-text copy of the regulatory filing is available at: https://is.gd/eg0bsA About Gulfmark Offshore Based in Houston, Texas, GulfMark Offshore, Inc. -- http://www.gulfmark.com/-- GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving every major offshore energy industry market in the world. The Company's business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, its president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. An ad hoc committee of holders of unsecured senior notes issued by GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. HARBORVIEW TOWERS: Full Payment for Unsecureds Under Creditor Plan ------------------------------------------------------------------ Creditor Howard Bank filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement, dated Feb. 9, 2018, in support of its proposed plan of reorganization for The Council of the Unit Owners of the 100 Harborview Drive Condominium. The Creditor's Plan provides for the appointment of a Plan Trustee, for a period of time beginning on the Effective Date and continuing until the Class 1 Allowed Claim is paid in full, to oversee the Debtor's operations and performance under the Creditor's Plan. The Creditor's Plan will pay all creditors of the Debtor in full. Class 5 under the Creditor Plan consists of all Allowed Non--Insider General Unsecured Claims. Class 5 Allowed Claims is in the estimated amount of 409,524.06, the Reorganized Debtor will pay each 100% of its Allowed Claim, without interest, in installments, until Paid in Full. The first payment will be paid on the 12th month after the Effective Date and shall equal the lesser of: (i) the amount of each Class 5 Allowed Claim, or (ii) $3,000.0. Any remaining amounts due to Holders of an Allowed Class 5 Claim that are not paid in full following the first payment will be paid in four equal installment payments and shall be paid on the 24th, 36th, 48th, and 60th month after the Effective Date. The Creditor's Plan will be funded from five sources: (1) Cash on hand on the Effective Date, (2) the continued collection of Annual Assessments from Unit Owners, (3) the collection of special assessments, ( 4) recoveries from the pursuit of any claims, rights, or other legal remedies the Debtor has, or may have in the future, and (5) income derived from Units owned by the Reorganized Debtor or the Plan Trust, including but not limited to Units 907 and 1310 and the PH4C Unit. The Reorganized Debtor reserves the right to use funds from other sources not contemplated herein to fund the Creditor's Plan. A full-text copy of the Creditor's Disclosure Statement is available at: http://bankrupt.com/misc/mdb16-13049-703.pdf About the Debtor Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. The petition was signed by Dr. Reuben Mezrich, president. The Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to the case. The Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor has filed with the U.S. Bankruptcy Court for the District of Maryland its own plan of reorganization. Class 4 under the third amended plan consists of all Allowed Judgments and Monetary Claims asserted by Penthouse 4C, LLC. The estimated amount of the Class 4 Claims of PH4C is $10,000,000. The Reorganized Debtor will pay $4.1 million to PH4C, in settlement of all disputes between the Debtor and PH4C as of Effective Date, in consideration for the transfer of the residential unit known as Unit PH4C located at 100 Harborview Drive, Baltimore, Maryland 21230 from PH4C to the Reorganized Debtor or its designee. The full principal of the Settlement Amount shall be paid in full no later than Dec. 31, 2022. A copy of the Debtor's Third Amended Plan is available at: http://bankrupt.com/misc/mdb16-13049-683.pdf HOVNANIAN ENTERPRISES: Renaissance Holds 5% Stake as of Dec. 29 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation disclosed that Dec. 29, 2017, they beneficially own 6,697,714 shares of Class A common stock, $0.01 par value per share, of Hovnanian Enterprises, Inc., constituting 5.06 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/qY79tO About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Oct. 31, 2017, Hovnanian Enterprises had $1.90 billion in total assets, $2.36 billion in total liabilities and a total stockholders' deficit of $460.37 million. * * * As reported by the TCR on Feb. 8, 2018, Moody's Investors Service upgraded Hovnanian Enterprises, Inc. Corporate Family Rating to Caa1 from Caa2 as the Company has made strides in reducing its near-to-midterm refinancing risk. Moody's believes that Hovnanian generates sufficient unleveraged free cash flow to cover its interest burden in the next 12-18 months. Also in February 2018, S&P Global Ratings raised its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises Inc. to 'CCC+' from 'SD' (selective default). The rating outlook is stable. "The upgrade of Hovnanian reflects our reassessment following a refinancing transaction in which the company completed a partial debt exchange, whereby holders of about $170 million of its 8% senior notes due 2019 exchanged their debt for $90.6 million 13.5% unsecured notes due 2026, $90.1 million 5% unsecured notes due 2040, and $26.5 million in cash. We viewed the exchange as distressed since the new securities' maturities extend beyond the original securities and because we believed there was a realistic possibility of a conventional default." The TCR reported on Jan. 9, 2018, that Fitch downgraded Hovnanian Enterprises's Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it will be exchanging up to $185 million of its $236 million 8% senior unsecured notes due Nov. 1, 2019 for a combination of cash, new 13.5% senior unsecured notes due 2026 and new 5% senior unsecured notes due 2040. ISLAND VIEW: Trustee Taps Newbridge as Financial Advisor -------------------------------------------------------- Kevin O'Halloran, Chapter 11 trustee for Island View Crossing II LP, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Newbridge Management LLC as its financial advisor. The firm will assist the trustee in analyzing proposals for the development or sale of the Debtor's corporate assets; oversee construction and development projects; prepare any potential operating plan and financial projection; assist in the preparation of a bankruptcy plan; and provide other services related to the Debtor's Chapter 11 case. Newbridge will charge $250 per hour for the services of its directors and $175 per hour for its consultants. Ralph Brotherton, director of Newbridge, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Newbridge can be reached through: Ralph Brotherton Newbridge Management LLC 1720 Peachtree Street NW, Suite 425N Atlanta, GA 30309 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. 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. 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. On Jan. 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. JBC STAPLES: Taps Illyssa I. Fogel as Legal Counsel --------------------------------------------------- JBC Staples, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Illyssa I. Fogel & Associates as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; investigate its assets and liabilities; give advice regarding claims of creditors; conduct examination of witnesses and claimants; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Illyssa Fogel, Esq., the attorney who will be handling the case, charges an hourly fee of $450. Jacinda Gibson-Ashby, the firm's paralegal, charges $185 per hour. Fogel & Associates received a retainer in the sum of $40,000. Ms. Fogel disclosed in a court filing that her firm does not represent or hold any interest adverse to the interest of the Debtor's estate. The firm can be reached through: Illyssa I. Fogel, Esq. Illyssa I. Fogel & Associates 815 N. La Brea Ave., No. 78 Inglewood, CA 90302 Tel: 888.570.7220 Fax: 888.570.7220 Email: ifogel@iiflaw.com About JBC Staples JBC Staples, LLC, listed itself as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1525 Mall Road, Monroe, Michigan. JBC Staples sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10162) on Jan. 18, 2018. In the petition signed by Jack M. Cohen, managing member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Victoria S. Kaufman presides over the case. ILLYSSA I. FOGEL & ASSOCIATES is the Debtor's counsel. JOHN KNOX VILLAGE: Fitch Rates Series 2018A Bonds 'BB+' ------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the following bonds expected to be issued by the Industrial Development Authority of the City of Lee's Summit, MO (the authority) on behalf of John Knox Village (JKV). -- $51,625,000 Industrial Development Authority of the City of Lee's Summit, MO senior living facilities revenue bonds, series 2018A. Additionally, Fitch has affirmed the 'BB+' rating on approximately $103 million of senior living facilities revenue bonds issued by the authority on behalf of JKV. Series 2018A bond proceeds will be used to refund the series 2007A bonds, finance certain capital projects, refinance a portion of a construction loan, fund a debt service reserve fund and pay costs of issuance. Despite the additional debt, pro forma maximum annual debt service (MADS) is expected to decrease to $8.2 million from $8.6 million. The bonds are expected to price the week of Feb. 28 via negotiation. The Rating Outlook is Stable. SECURITY Debt payments are secured by a pledge of the unrestricted gross revenues of the obligated group, a first mortgage lien on all the real property constituting JKV's core campus, and a debt service reserve fund. KEY RATING DRIVERS COMPRESSED PROFITABILITY: Operating profitability remains compressed with net operating margin adjusted (NOMA) equal to 10.5% in fiscal 2017 and 10.4% in the nine month interim period ending Dec. 31, 2017 (the interim period). The compressed interim period profitability reflects continued overtime and nursing agency expenses due to improved labor markets and increased health benefit expenses due to a few large claims. LIGHT COVERAGE: JKV's compressed operating profitability resulted in light pro forma MADS coverage of 1.1x in fiscal years 2016 and 2017 and 0.9x in the interim period. JKV's master trust indenture (MTI) rate covenant calculation is based upon actual annual debt service (AADS) which equaled 1.6x in fiscal 2017 and 1.2x in the interim period. The rate covenant is tested annually and requires minimum AADS of 1.20x. MAJOR CAPITAL PROJECTS: Capital spending has been significant as JKV implements its campus transformation project. JKV completed construction of one new independent living unit (ILU) building in January 2016 and another new ILU building is substantially complete. LIGHT LIQUIDITY: JKV's light liquidity metrics reflect the significant capital spending with 190 days cash on hand and 28.5% cash to pro forma debt at Dec. 31, 2017. RATING SENSITIVITIES CAPITAL PROJECT STABILIZATION: Fitch expects John Knox Village to achieve capital project stabilization as projected. Successful stabilization resulting in much improved profitability, coverage and liquidity could result in upward rating movement. Failure to successfully achieve stabilization and operating improvements could lead to negative rating pressure. JOSEPH LODATO: Middle Village Property Up for March 23 Auction -------------------------------------------------------------- Craig David Zim, Esq., as referee, will sell at public auction at the Queens County Supreme Courthouse 88-11 Sutphin Blvd in Courtroom # 25, Jamaica NY on March 23, 2018 at 10:00 a.m., the premises known as 69 Lane, Middle Village, NY. The property is subject to a lien in the approximate amount of $3,069.00 plus interest and costs. The Premises will be sold subject to provisions of the Judgment of Foreclosure and Sale dated January 12, 2015 and entered on January 20, 2015, in the case, NYCTL 2012-A TRUST, and THE BANK OF NEW YORK MELLON, as Paying Agent and Collateral Agent and Custodian for the NYCTL 2012-A TRUST, Plaintiffs against JOSEPH LODATO, INC., et al Defendant(s), pending before the Supreme Court, Queens County, Index Number 18010/2013. Attorney(s) for Plaintiffs: Seyfarth Shaw LLP 620 Eighth Avenue New York, NY 10018 JOULE UNLIMITED: Ares Values $8.3 Million Loan at 5% of Face ------------------------------------------------------------ Ares Capital Corporation has marked its $8.3 million loan extended to privately held Joule Unlimited Technologies, Inc. and Stichting Joule Global Foundation to market at $400,000 or 4.8% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-Q filing with the Securities and Exchange Commission for the quarterly period ended Dec. 31, 2017. Ares extended to Joule a First lien senior secured loan, which is scheduled to mature October 2018. The Loan was on non-accrual status as of December 31, 2017. According to a Boston Globe report, the Company in August 2017 auctioned off its New Mexico facility and laid off nearly all of its 120 employees after Joule was unable to raise more money. The report also said the Company's investors were looking for a buyer interested in its patents. Joule Unlimited, Inc. was a developer of technology platforms for the production of low carbon transportation fuels from the CO2 stream. LG WOOD VALLEY: Taps Craig A. Burnett as Legal Counsel ------------------------------------------------------ LG Wood Valley, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Offices of Craig A. Burnett as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Craig Burnett, Esq., the attorney who will be handling the case, charges an hourly fee of $450 for his services. His firm received an initial retainer of $7,500 from the Debtor. Mr. Burnett disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Craig A. Burnett, Esq. Law Offices of Craig A. Burnett 537 Fourth Street, Suite A Santa Rosa, CA 95401 Tel: (707) 523-3328 Fax: (707) 523-3082 E-mail: cburnett@nomoredebt.com About LG Wood Valley LG Wood Valley, LLC, is a single asset real state company (as defined in 11 U.S.C. Section 101(51B)) whose principal place of business is located at 2979 Wood Valley Road, Sonoma, California. LG Wood Valley sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 18-10075) on Feb. 7, 2018. In the petition signed by Randy Rene King, president of managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Charles Novack presides over the case. The Law Offices of Craig A. Burnett is the Debtor's legal counsel. LSCS HOLDINGS: Moody's Assigns B3 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to LSCS Holdings, Inc. Moody's also assigned B2 ratings to the company's senior secured first lien credit facilities and a Caa2 rating to its secured second lien term loan. The rating outlook is stable. Proceeds from the bank facilities will be used to help finance the purchase of Dohmen Life Science Services ("DLSS") by JLL Partners and Water Street Healthcare Partners and concurrent merger with The Access Group ("TAG"), a portfolio company of Water Street Healthcare Partners. Ratings assigned: LSCS Holdings, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD Gtd senior secured first lien revolving credit facility expiring 2023 at B2 (LGD 3) Gtd senior secured first lien term loan due 2025 at B2 (LGD 3) Gtd secured second lien term loan due 2026 at Caa2 (LGD 5) The outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating on LSCS Holdings, Inc. reflects the company's moderately small scale, high financial leverage, and high customer concentration. Moody's expects LSCS' revenue to remain below $275 million over the next 12-18 months. Further, Moody's estimates the company's pro forma adjusted debt to EBITDA of 6.3 times at September 30, 2017 to decline towards 5.5 times over this time horizon. Moody's believes that customer concentration will remain high, given that the top 10 clients account for approximately 44% of pro forma revenue. Finally, the B3 CFR also reflects Moody's concern over a significant degree of integration risk. The B3 CFR is supported by the diverse range of drug commercialization services that LSCS offers to its customers. Moody's believes that these services are particularly beneficial to companies that either manufacture orphan drugs or are based overseas but produce generic drugs for the US market. The ratings are also supported by the multi-year duration of LSCS' contracts. The stable outlook reflects Moody's view that LSCS will remain a moderately small company with high financial leverage and high customer concentration during the next 12-18 months. The ratings could be downgraded if the company is unable to smoothly integrate recent acquisitions. A downgrade could also occur if operating performance weakens or the company's liquidity deteriorates. The ratings could be upgraded if the company materially increases its scale while effectively integrating recent acquisitions and managing its growth. Additionally, a ratings upgrade would require the company to sustain adjusted debt to EBITDA below 5.5 times. LSCS Holdings is a provider of drug commercialization services for pharmaceutical and biotechnology companies. The company provides third-party logistics services to manufacturers of generic drugs and orphan drugs. LSCS Holdings also offers pricing & reimbursement consulting services, improves the coordination of patient care, and helps its customers to reduce their regulatory risk. The company is privately owned by JLL Partners and Water Street Healthcare Partners with pro forma revenue of approximately $246 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MANLEY TOYS: Sanctioned for Violating U.S. Court's Stay Order ------------------------------------------------------------- Judge Jerrold N. Poslusny, Jr., of the U.S. Bankruptcy Court for the District of New Jersey granted the motion filed by ASL Inc., f/k/a Aviva Sports, Inc., seeking sanctions, including actual damages, costs, attorneys' fees, and punitive damages against Toy Quest Ltd. for its alleged willful violation of the stay imposed by order of the Court on April 1, 2016. The alleged violation relates to Aviva's motion for garnishment currently pending in the United States District Court for the Middle District of Tennessee. The Garnishment Action involves $97,654.31 (the "Funds") that Dollar General Corporation possessed and was due and owing to "Toy Quest Limited." Aviva essentially makes two separate arguments in the Garnishment Action. Under Aviva's alter ego theory, the Funds belong to respondent Toy Quest, but may be folded into Debtor's assets if Aviva can establish its alter ego or fraudulent transfer claim. However, under Aviva's trade name theory, the Funds are part of the Debtor's assets right now. Aviva argues that the Debtor used the trade name "Toy Quest Limited" in its business dealings with Dollar General and these Funds were supposed to be paid to the Debtor. Under this theory, the respondent to this motion, which happens to also be called Toy Quest Ltd., has no claim to the Funds at all. Toy Quest filed a motion to intervene in the Garnishment Action on Dec. 7, 2015. While Toy Quest's motion to intervene was pending, the Debtor filed a Chapter 15 petition for recognition and the Court entered the Stay Order. Upon analysis of all the arguments and evidence presented, the Court concludes that a debtor's claims in ongoing litigation are protected by the Stay Order and that this protection extends to any property, the debtor's interest in which is being litigated at the time the stay goes into effect. As such, the Court finds Toy Quest violated the Stay Order in filing its Limited Response in the Garnishment Action with the Tennessee Court, seeking release of the Funds. Moreover, the Court finds that creditors do have standing to bring a motion for sanctions under section 362(k) of the Bankruptcy Code. The Court will award Aviva reasonable and necessary attorney fees and costs associated with bringing this motion. A full-text copy of the Court's Memorandum Decision dated Feb. 14, 2018 is available at: http://bankrupt.com/misc/njb16-15374-271.pdf Matt Ng and John Robert Lees filed a petition under Chapter 15 of the Bankruptcy Code for Hong Kong-based Manley Toys Limited on March 22, 2016 (Bankr. D.N.J., Case No.: 16-15374). Manley Toys is engaged in the development, sourcing, and marketing of toys, children's products and party supplies. The case is before Judge Jerrold N. Poslusny Jr. The Chapter 15 Petitioners are represented by Stephen M. Packman, Esq., at Archer & Greiner, P.C., in Haddonfield, New Jersey. MANLEY TOYS: U.S. Court Recognizes Hong Kong Foreign Proceeding --------------------------------------------------------------- Judge Jerrold N. Poslusny, Jr., of the U.S. Bankruptcy Court for the District of New Jersey granted the motion of Mat Ng and John Robert Lees, the Appointed Liquidators and Foreign Representatives of Debtor Manley Toys Limited, for recognition of a foreign proceeding commenced by the Debtor in Hong Kong on March 22, 2016. Recognition of a foreign insolvency proceeding requires that the proceeding: (a) meets the definition of a "foreign proceeding" under section 101(23) of the Bankruptcy Code; (b) meets the requirements for recognition under section 1517(a); and (c) is not "manifestly contrary to the public policy of the United States." The Liquidators argued that they have met all of the requirements for recognition and that recognition would not be manifestly contrary to United States public policy. ASI Inc., f/k/a Aviva Sports Inc. and Toys "R" Us, Inc., who opposed the motion, argued that the foreign proceeding is not collective in nature; is not a foreign main proceeding; and is manifestly contrary to public policy. TRU further argued that the Court should deny the motion because (according to TRU) the Debtor and an affiliated company, Toy Quest Ltd., are the same entity, and if they were considered as one entity, that entity is solvent. There is also no court oversight or administration of the Hong Kong liquidation. Aviva further argued that even if the Court recognizes the foreign proceeding, it should be dismissed or suspended under section 305 of the Bankruptcy Code. The Court does not doubt that Toy Quest and other insiders have taken actions to avoid paying Aviva's claims and a-trial against TRU. There may also be significant claims against Toy Quest and insiders for their apparent efforts to avoid paying or to hide assets from creditors. However, companies often enter liquidation as a last-ditch effort to avoid creditors, and an independent fiduciary is tasked with sorting everything out for the benefit of all creditors. Here, that liquidation was commenced in Hong Kong rather than the United States. The fact that the Debtor (and insiders), may have acted in bad faith in other litigation, does not mean that the Court should not recognize the foreign proceeding, and thereby force the Liquidators to pursue their duties under Hong Kong law without the assistance of the US Court and the protections of Chapter 15. The Liquidators have met their burden of proof in showing that the Hong Kong proceeding is a foreign main proceeding. Moreover, recognition of the foreign proceeding is not manifestly contrary to United States public policy. A full-text copy of the Court's Opinion dated Feb. 13, 2018 is available at: http://bankrupt.com/misc/njb16-15374-268.pdf Matt Ng and John Robert Lees filed a petition under Chapter 15 of the Bankruptcy Code for Hong Kong-based Manley Toys Limited on March 22, 2016 (Bankr. D.N.J., Case No.: 16-15374). Manley Toys is engaged in the development, sourcing, and marketing of toys, children's products and party supplies. The case is before Judge Jerrold N. Poslusny Jr. The Chapter 15 Petitioners are represented by Stephen M. Packman, Esq., at Archer & Greiner, P.C., in Haddonfield, New Jersey. MELBOURNE BEACH: Taps Marcus & Millichap as Real Estate Broker -------------------------------------------------------------- Melbourne Beach, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate broker. The Debtor proposes to employ Marcus & Millichap to assist in the sale of its property known as Ocean Springs Shopping Village located at 959-991 E. Eau Gallie Boulevard, Melbourne, Florida. The firm will get a commission of 3% of the gross sales price of the property. Brian Capo, managing real estate broker employed with Marcus & Millichap, disclosed in a court filing that he and other members and employees of the firm do not hold any interest adverse to the Debtor. Marcus & Millichap can be reached through: Brian Capo Marcus & Millichap 300 South Orange Avenue, Suite 700 Orlando, FL 32801 Tel: (407) 557-3878/(407) 557-3800 Fax: (407) 557-3810 About Melbourne Beach Established in 1998, Melbourne Beach, LLC is a privately held company that leases real properties. Melbourne Beach is the owner of Ocean Spring Plaza, located at 981 E. Eau, Gallie Boulevard, Melbourne, Florida, valued by the company at $15.30 million. The company's gross revenue amounted to $997,732 in 2016 and $924,000 in 2015. Melbourne Beach filed a Chapter 11 petition (Bankr. Md. Fla. Case No. 17-07975) on Dec. 26, 2017. In the petition signed by Brian West, managing member, the Debtor disclosed $15.35 million in assets and $2.82 million in liabilities. James W. Elliott, Esq., at McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Mathews, P.A., serves as bankruptcy counsel to the Debtor. MID-SOUTH GEOTHERMAL: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Mid-South Geothermal, LLC PO Box 171357 Memphis, TN 38137 Business Description: Mid-South Geothermal installs geothermal heating and cooling systems for large commercial projects. The Company's principal place of business is located at 28 Superior Lane Gray, KY 40734. Chapter 11 Petition Date: February 20, 2018 Case No.: 18-21498 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: Hon. David S. Kennedy Debtor's Counsel: Steven N. Douglass, Esq. HARRIS SHELTON HANOVER WALSH, PLLC 40 S. Main Street, Suite 2700 Memphis, TN 38103-2555 Tel: (901) 525-1455 Fax: (901) 526-4084 E-mail: snd@harrisshelton.com Total Assets: $2.04 million Total Liabilities: $2.14 million The petition was signed by Scott W. Triplett, president. A full-text copy of the petition, along with a list of the Debtor's 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/tnwb18-21498.pdf MOUNTAIN CREEK RESORT: Wants Plan Filing Moved to April 23 ---------------------------------------------------------- Mountain Creek Resort, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of New Jersey to extend the exclusive periods during which only the Debtors can file a plan of reorganization and solicit acceptance of the plan through and including April 23, 2018, and June 21, 2018, respectively. The Court has set the hearing on the Debtors' request for March 6, 2018, at 11:00 a.m. (ET). Objections to the request must be filed by Feb. 27, 2018, at 4:00 p.m. (ET). The Debtors' exclusive plan filing period is set to end on March 8, 2018. The Debtors have until May 7, 2018, to exclusively solicit acceptance of the plan. The Court extended, at the behest the Debtors, the exclusive right for the Debtors to file a Chapter 11 plan through and including Jan. 22, 2018, from Nov. 22, 2017, and the period during which the Debtors have the exclusive right to solicit votes thereon through and including March 23, 2018, from Jan. 22, 2018. The Debtors have made significant progress during the initial eight months of their Chapter 11 cases including, but not limited to these matters: a) resolving operational issues such as obtaining authorization to draw up to $5 million in debtor-in- possession financing and receiving authorization for the use of cash collateral through eight interim orders approving financing and use of cash collateral; b) negotiating and obtaining court approval of agreements with critical vendors, utility providers, convenience class creditors, and insurance providers; c) preparing the Debtors' schedules of assets and liabilities and Statements of Financial Affairs, and preparing amendments to the schedules and statements; d) meeting all requirements in the UST Guidelines and complying reporting requirements in connection with the Interim DIP Orders; e) establishing a General Bar Date of Sept. 11, 2017, and a Governmental Bar Date of Nov. 13, 2017; f) negotiating and obtaining court approval of a significant lease agreement with Snow Creek, LLC, pursuant to which Snow Creek has leased and is operating portions of the Debtors' winter operations in exchange for a fixed fee, as well as additional fees based on revenue targets; g) retaining a special financial advisor, Acacia Financial Group, Inc., for the purpose of assessing the possibility of restructuring the Debtors' obligations under the Sewer Agreement and for preparing certain reports for use in negotiations with M&T, the Committee, and other key stakeholders; h) reviewing and assessing executory contracts and leases, negotiating with certain counterparties to the contracts and leases, and filing a motion to assume certain unexpired leases Nov. 14, 2017, which motion was granted by order entered on Dec. 5, 2017]; and i) attending to various other issues in connection with the daily operation of the Debtors' businesses and navigating these Chapter 11 cases. The Debtors have also continued the process of negotiating, litigating, or otherwise resolving the various claims against the estates. The Debtors have spent a significant amount of time reviewing, assessing, and responding to various requests and motions by personal injury and employment litigation plaintiffs seeking stay relief or other resolutions to their claims. The Debtors are continuing to negotiate with certain of these claimants and applicable insurance carriers regarding consensual resolutions of these claimants' requests for stay relief. The Debtors also negotiated with Route 94 Vernon Associates, LLC, and resolved Route 94's motion to compel the Debtors to assume or reject their real property lease with Route 94 via a consent order entered on Jan. 10, 2018, rejecting the lease and establishing deadlines for Route 94 to file unsecured and administrative expense claims. Furthermore, the Debtors have continued to litigate the two adversary proceedings which are pending under Adv. Pro. Nos. 17-1719)2 and Adv. No. 17-1724. On Jan. 11, 2018, the Debtors filed an amended complaint in the Worksite Proceeding. Moreover, the Debtors are negotiating with the Prior Owner Noteholders regarding a resolution of the Prior Owner Noteholders' pending state court action and the Prior Owner Noteholders Proceeding. The Debtors accomplished all of the aforementioned tasks while continuing to manage their businesses and navigate their Chapter 11 Cases. They have successfully met the projections set forth in the budgets approved by the Interim DIP Orders while paying all postpetition obligations on a timely basis. Similarly, the Debtors have negotiated with relevant parties and substantially resolved the terms of a final order (the “Final DIP Order”) authorizing the Debtors' post-petition financing and use of cash collateral. Finally, since the last motion to extend the Exclusive Periods was filed on Dec. 26, 2017, the Debtors have prepared a draft plan of reorganization which they have shared with M&T, the Committee, and Vernon Township The Debtors have also had a preliminary discussion with the Prior Owner Noteholders regarding their proposed treatment under the Plan. The Debtors are in the process of revising the draft plan and preparing a disclosure statement with respect thereto that they will share with major creditor constituencies. The Debtors remain hopeful that each of the foregoing parties will engage in substantive discussions towards a consensual plan. These Chapter 11 cases involve six debtors that have diverse creditor groups and interests. The Chapter 11 Cases are large and complex, involving multiple layers of funded secured debt (M&T, Kuzari and HSK), obligations to municipal authorities, noteholders, personal injury claimants, and trade debt. Particularly, in addition to addressing the substantial secured debt owed to M&T and other parties, the Debtors must address or otherwise resolve the substantial Vernon Claims, various stay relief requests from personal injury and other litigation claimants, and issues regarding the Prior Owner Notes. The Debtors will use the extended Exclusive Periods to address these issues and claims. A copy of the Debtors' request is available at: http://bankrupt.com/misc/njb17-19899-477.pdf About Mountain Creek Resort Mountain Creek Resort, Inc., owns and operates the Mountain Creek Resort, a four-season resort located in Vernon, New Jersey. The Resort is the New York/New Jersey Metro area's closest ski resort with 167 skiable acres on four mountain peaks, 1,040 vertical feet, 46 trails, and 11 lifts. The Resort also operates and manages the Appalachian Hotel and the Black Creek Sanctuary townhomes. Mountain Creek Resort, Inc., and five affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017. The cases are pending before the Honorable Judge Stacey L. Meisel, and jointly administered. Mountain Creek estimated $10 million to $50 million in assets and debt. The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as business consultant and investment banker; and Prime Clerk LLC as claims and noticing agent. On May 24, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Trenk, DiPasquale, Della Fera & Sodono, P.C., is the Committee's bankruptcy counsel. N214FT LLC: $3.2M Sale of Dassault Mystere-Falcon 50 Approved ------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized N214FT, LLC's sale of its Dassault Aviation Model Mystere-Falcon 50, bearing FAA registration number N214FT, previously bearing FAA registration number N549CP, to Colorado Structures, Inc. for $3,150,000. Notwithstanding anything in the contrary in the Purchase and Sale Agreement (as amended), in the event that the Escrow Agent is requested to make any disbursements from the Escrow Holdback to the Inspection Facility totaling more than $250,000 in the aggregate for any repairs or Discrepancies, then the Escrow Agent and Debtor shall: (i) provide UMB with at least five business days' notice of such request to disburse more than $250,000 (in the aggregate) to the Inspection Facility; and (ii) consult in good faith with UMB and the Inspection Facility regarding the necessity and propriety of any repair work performed by the Inspection Facility. Immediately upon the closing of the sale of the Aircraft , the Debtor will disburse (or cause to be disbursed) to UMB all proceeds received from the sale of the Aircraft (including, subject only to the limitations described in Exhibit 1, any funds received by the Debtor from the Escrow Agent following the Aircraft sale closing date, and any unused portion of the Escrow Holdback), less: (i) the payment to Swartz Aviation set forth in Exhibit 1; (ii) the Escrow Agent Fee set forth in Exhibit 1; (iii) the International Registry Fee set forth in Exhibit 1; (iv) payment in respect of the Honeywell MSP engine program set forth on Exhibit 1; and (v) the payments to Tarrant County taxing authorities set forth in Exhibit 1. UMB will be immediately authorized to finally and indefeasibly apply any payments received from the sale of the Aircraft to reduce the Debtor's prepetition obligations to UMB. As soon as is commercially practicable following the closing of the sale of the Aircraft, the Debtor will disburse (or cause to be disbursed) to Tarrant County payment of its claim for year 2016 and 2017 ad valorem property taxes plus interest that has accrued at the state statutory rate of 1% per month from the petition date through the date of payment as set forth in Exhibit 1 in full and final settlement of Tarrant County's claims against the Debtor. The sale of the Aircraft is free and clear of all liens, including that of Tarrant County and UMB. The Order will be effective and enforceable immediately, notwithstanding any other provision to the Bankruptcy Code to the contrary (including, without limitation, Bankruptcy Rule 6004(h)). A copy of Exhibit 1 attached to the Order is available for free at: http://bankrupt.com/misc/N214FT_LLC_86_Order.pdf About N214FT, LLC Based in Fort Worth, Texas, N214FT, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43289) on Aug. 10, 2017. In the petition signed by Dustin Rall, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Mark X. Mullin presides over the case. Louis M. Phillips, Esq., of Kelly Hart & Pitre, is the Debtor's counsel. OAK CLIFF DENTAL: Unsecureds to Get 10% from Available Funds ------------------------------------------------------------ Oak Cliff Dental Center, PLLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a small business disclosure statement, dated Feb. 9, 2018, explaining its chapter 11 plan of reorganization. The Debtor has sold all of-its assets and is currently holding approximately $265,000 in net proceeds. Administrative expenses under Article 3 will be paid as allowed by the Court. After payment of administrative expenses the funds remaining will be considered the "available funds." 90% of the available funds will be divided between the Internal Revenue Service and Compass Bank in full satisfaction of their respective secured or priority claims. The remaining 10% of the available funds will be distributed pro rata to the unsecured creditors in Class 3. Payments and distributions under the plan will be funded by the proceeds from the sale of assets. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-33780-11-90.pdf About Oak Cliff Dental Center Oak Cliff Dental Center, PLLC, operates a single office dental practice at 820 N. Zang Blvd., Suite 110, Dallas Texas. The dental center has operated continuously since April 1, 2014. Its sole member and equity holder is Angela L. Jones, DDS. Separately Dr. Jones filed a personal Chapter 13 bankruptcy under Case No. 17-33489. Oak Cliff Dental Center, PLLC, filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-33780) on Oct. 4, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Stacey G. Jernigan presides over the case. Robert M. Nicoud, Jr., Esq., of Olson, Nicoud & Gueck LLP, is the Debtor's bankruptcy counsel. The Debtor hired Metcalf Adair Law Firm, PLLC as its special counsel. OYOTOYO INC: Feb. 27 Hearing on Bidding Procedures for All Assets ----------------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts will convene a hearing on Feb. 27, 2018 at 2:00 p.m., to consider bidding procedures proposed by Oyotoyo, Inc. and Oyo Sportstoys, Inc., in connection with sale of substantially all assets free and clear of all liens, claims, interests and encumbrances. The Debtors also ask the Court to approve the break-up fee and minimum overbids. About Oyotoyo Inc. Oyotoyo, Inc. and Oyo Sportstoys, Inc., a retailer based in Hudson, Massachusetts, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos. 17-41261 and 17-41394) on July 11, 2017 and July 30, 2017. In the petition signed by Thomas Skripps, its president, Oyotoyo estimated assets and liabilities of $1 million to $10 million. Judge Elizabeth D. Katz presides over the case. Jeffrey D. Sternklar LLC serves as bankruptcy counsel to the Debtor. KCP Advisory Group LLC serves as its financial advisor. PACIFIC WORLD: Prospect Values $96 Million Loan at 71% of Face -------------------------------------------------------------- Prospect Capital Corporation has marked its $96,750,000 loan extended to privately held Pacific World Corporation to market at $68,954,000, or 71.3% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-Q filing with the Securities and Exchange Commission for the quarterly period ended Dec. 31, 2017. Prospect extended to Pacific World a Senior Secured Term Loan B (10.74% (LIBOR + 9.25% with 1.00% LIBOR floor). The loan is scheduled to mature September 26, 2020. "The value of our investment in Pacific World decreased by $10,830,000 due to a decline in operating performance," Prospect says. Founded in 1973, Pacific World Corporation -- http://www.pacificworldcorp.com/-- is an innovator and supplier of proprietary nail and beauty care products to the food, drug, mass and value retail channels worldwide. PENTHOUSE GLOBAL: Taps Akerman as Litigation Counsel ---------------------------------------------------- Penthouse Global Media, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Akerman LLP as litigation counsel. The firm will represent the company and its affiliates in a case they filed against Guccione Collection, LLC and several others for infringement of copyrights and trademarks (Penthouse Global Media, Inc., et al. v. Guccione Collection, LLC, et al., Case No. 17-04980). Caroline Mankey, Esq., a partner at Akerman and the attorney who will be representing the Debtors, charges an hourly fee of $495. Associates charge $350 per hour. Ms. Mankey disclosed in a court filing that all partners and employees of her firm do not hold any interest adverse to the Debtors' estates. Akerman can be reached through: Caroline H. Mankey, Esq. Akerman LLP 601 W. Fifth Street, Third Floor Los Angeles, CA 90071 Phone: 213-533-5949 Email: caroline.mankey@akerman.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 Jan. 30, 2018. PETROLEUM TOWERS: Taps H. Anthony Hervol as Legal Counsel --------------------------------------------------------- Petroleum Towers - Cotter, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of H. Anthony Hervol 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. H. Anthony Hervol, Esq., the attorney who will be handling the case, charges an hourly fee of $285. Paralegals charge $95 per hour. The Debtor paid the firm a retainer in the sum of $24,000, which included $1,717 for the filing fee. Hervol does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: H. Anthony Hervol, Esq. Law Office of H. Anthony Hervol 4414 Centerview Road, Suite 200 San Antonio, TX 78228 Tel: (210) 522-9500 Fax: (210) 522-0205 Email: hervol@sbcglobal.net About Petroleum Towers - Cotter Petroleum Towers - Cotter, LLC is the owner of the twin 8-story Petroleum Towers located at 8626/8700 Tesoro Dr. San Antonio, Texas. The Towers -- http://www.cotteroffices.com/portfolio-type/petroleum-towers-- feature parking space, quick access to major arteries, close proximity to hotels, restaurants, retailers and business services, 24/7 card-key building access, and an on-site management and maintenance team. Petroleum Towers - Cotter, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50197) on Feb. 1, 2018. In the petition signed by Marcus P. Rogers, Ind. Adm. of the Estate of James F. Cotter, Dec'd, the Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Ronald B. King. PHASERX INC: Sets Procedures for De Minimis Assets Sale Abandonment ------------------------------------------------------------------- PhaseRx, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to authorize the procedures in connection with the sale or abandonment of de minimis assets outside the ordinary course of business. On Feb. 1, 2018 the Court entered the Sale Order, pursuant to which, among other things, it approved the sale of the Acquired Assets to Roivant Sciences GmbH . The Sale closed on Feb. 2, 2018. Following the Sale, the Debtor may encounter opportunities or, given the circumstances of the Case, the need to dispose of de minimis assets, including, but not limited to, (i) technical equipment that was not acquired by the Buyer and is no longer used in the ordinary course of the Debtor's business, (ii) used office equipment and furniture not acquired by the Buyer, and (iii) other assets that prove to be burdensome to retain and maintain, and unnecessary during the wind down of the Case. The Debtor submits that the Procedures will allow it to efficiently realize any proceeds as a result of liquidation of the De Minimis Assets, and dispose of the De Minimis Assets, without incurring the delay and costs of preparing, filing, serving, and having hearings on motions for approval of each disposition of the De Minimis Assets. Additionally, it believes that, in certain circumstances, the highest and best value for De Minimis Assets may be generated through the use of a broker or auctioneer and that such use is in the best interest of the estate and could maximize value for the De Minimis Assets. However, the Debtor is not required to retain an auctioneer by way of the Motion. Accordingly, the Debtor asks authority to (i) sell the De Minimis Assets to one or more purchasers, free and clear of all liens, claims, interests and encumbrances in accordance with the Procedures; (ii) pay reasonable, customary commissions to third-party brokers and/or auctioneers, as applicable and needed, in connection with De Minimis Assets sales; or (iii) abandon certain De Minimis Assets, as the case may be, without further approval of the Court. To avoid the unnecessary costs and delays associated with obtaining specific Court authorization, on multiple occasions, for each proposed sale or abandonment of property, as the case may be, of relatively de minimis value, the Debtor proposes these procedures for the sale or abandonment of any De Minimis Asset: a. Without further hearing or order of the Court, with notice via e-mail or overnight delivery to the United States Trustee and counsel to Hercules Capital, Inc., the Debtor will be authorized to immediately consummate sales or other disposition of the De Minimis Assets with a selling price equal to or less than $25,000, free and clear of all liens, claims, interests and encumbrances, with such Liens attaching solely to the sale proceeds, and the Debtor is authorized to pay any broker and/or auctioneer fees related to such sales. b. The Debtor will give notice via e-mail or overnight delivery service of the proposed sale or disposition of a De Minimis Asset with a selling price greater than $25,000 but less than $250,000 to (i) the United States Trustee, (ii) counsel to Hercules Capital, Inc., and (iii) any known party that the Debtor reasonably believes could claim an interest in the De Minimis Asset proposed to be sold or abandoned. The notice will specify the De Minimis Assets to be sold or otherwise disposed of, the identity of the purchaser, and the transaction price (in U.S. dollars). c. The Notice Parties will have five business days from the date on which the notice is sent to object to, or request additional time to evaluate, the sale or disposition. Any objection or request for more time to consider the sale or disposition must be in writing and served upon counsel to the Debtor: Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, DE 19801; Attn: Shanti M. Katona, Esq. If no written objection or written request for additional time is timely served upon and received by the Debtor's counsel, the Debtor will be authorized to consummate the proposed sale transaction or disposition and to take such actions as are reasonable or necessary to close the transaction, pay any broker commissions and/auction fees, and obtain the proceeds. Any sale or transfer of De Minimis Assets will be free and clear of all Liens, with such Liens attaching solely to the sale proceeds. If an objection or request for additional time is timely served, the Debtor will ask Court approval of the sale or disposition by scheduling a hearing on such sale on shortened notice, subject to the Court's availability. Nothing in the Procedures would prevent the Debtor, in its discretion, from asking the separate approval of the Court at any time of any proposed transaction upon notice and a hearing, independent of the Procedures. Such separate Court approval will be required for any sale that exceeds $250,000. The payment of commissions to brokers and/or auctioneers by the Debtor may assist the Debtor in connection with the sale of any De Minimis Asset sales and is in the best interest of its estate and its creditors. The use of brokers and/or auctioneers in certain instances will significantly aid in the timely and efficient disposition of the De Minimis Assets and will allow the Debtor to gain the maximum value from the De Minimis Assets to be sold. However, the Debtor is not required to hire an auctioneer or any other party in order to sell the De Minimis Assets and may choose to sell such De Minimis Assets on its own accord. The Debtor filed the Motion to avoid unnecessary administrative costs that could potentially reduce the realized value of the Asset and its leverage in negotiations with a prospective purchaser and to prevent lost sales due to delay or a decline in De Minimis Asset value. Accordingly, the Debtor respectfully ask the Court to waive the 14-day stay otherwise imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About PhaseRx, Inc. Based in Seattle, Washington, PhaseRx -- http://phaserx.com-- operates as a biopharmaceutical company that develops a portfolio of mRNA products to correct inherited, life-threatening liver diseases in children. The company was founded by Robert W. Overell, Ph.D. in 2006. PhaseRx filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-12890) on December 11, 2017. The petition was signed by Robert W. Overell, Ph.D., president and CEO. As of Sept. 30, 2017, the Debtor disclosed $4.10 million in assets and $5.60 million in liabilities. Judge Christopher S. Sontchi presides over the case. Christopher A. Ward, Esq. and Shanti M. Katona, Esq., at Polsinelli PC, serve as counsel to the Debtor. Cowen and Company, LLC is the Debtor's investment banker. Donlin, Recano & Company, Inc. stands as the Debtor's claims and noticing agent. PHOTONIS TECHNOLOGIES: Prospect Values $12M Loan at 87% of Face --------------------------------------------------------------- Prospect Capital Corporation has marked its $12,872,000 loan extended to privately held Photonis Technologies SAS to market at $11,283,000, or 87.7% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-Q filing with the Securities and Exchange Commission for the quarterly period ended Dec. 31, 2017. Prospect extended to Photonis a First Lien Term Loan (9.19% (LIBOR + 7.50% with 1.00% LIBOR floor). The loan is scheduled to mature September 18, 2019. France-based Photonis Technologies SAS is a tier 2 manufacturer of night-vision sensor technology for defense, security, industrial, and scientific markets. The company was formerly known as Photonis Holding SAS and changed its name to Photonis Technologies SAS in 2010. The company was founded in 2007. * * * In December 2017, Moody's Investors Service downgraded the corporate family rating (CFR) of Photonis Technologies SAS to Caa1 from B3 and the probability of default rating (PDR) to Caa1-PD from B3-PD. Concurrently, Moody's downgraded the instrument rating on the senior secured term loans to Caa1 from B3 and the instrument rating on the super senior revolving credit facility (RCF) to B1 from Ba3. The outlook on all ratings remains negative. "The rating action reflects (1) the weaker-than-expected trading performance of Photonis over the first nine months of fiscal year (FY) 2017 leading to a further deterioration of the company's leverage to around 9x as of the end of the period (based on unaudited management accounts) from around 8x as of the end of FY ending 31 December 2016 (based on unaudited accounts or 8.9x as calculated by Moody's including the negative impact of non-recurring items and write-off of inventories, among others, as disclosed in the 2016 audited annual accounts) and (2) the lack of clear de-leveraging trend over the coming quarters while the maturity of the senior secured term loans is looming raising the risk of default driven by a potential debt write-off or distressed exchange," said Sebastien Cieniewski, Moody's lead analyst for Photonis. Moody's said these weaknesses are partly mitigated by the company's adequate liquidity position supported by the EUR16 million cash balance as of the end of September 2017 which Moody's expects to increase towards EUR25 million by the end of FY 2017 as Q4 is typically generating a significant portion of group annual EBITDA and cash flow. Moody's expects that the internal sources of funding should cover the company's needs over the next 12 months mitigating the lack of external sources of liquidity when the RCF expires in September 2018. Also in December, S&P Global Ratings lowered its long-term corporate credit rating on France-based night vision sensors company Photonis Technologies SAS to 'CCC+' from 'B-'. The outlook is negative. S&P said, "We also lowered our issue rating on Photonis' senior secured term loan due September 2019 to 'CCC+' from 'B-'. The recovery rating remains unchanged at '3', indicating meaningful (50%-70%; rounded estimate: 55%) recovery prospects in the event of a default. "The downgrade reflects our belief that Photonis' successful refinancing of its term loan B due 2019 relies on the company's capacity to secure a higher level of new orders within the next 12 months, without suffering any major contract postponements. We forecast that Photonis' full-year 2017 results will fall behind our initial expectations. Although we forecast that the company will post stronger operating results in the second half of 2017 versus the previous year, thanks to a recovery in order intake, we believe that it will not be enough to compensate for the weak first half of 2017, caused by subdued demand and contract postponements affecting volumes in the night vision and power tube segments." PIONEER ENERGY: Van Den Berg Holds 9.67% Stake as of Dec. 31 ------------------------------------------------------------ Van Den Berg Management I, Inc. reported to the Securities and Exchange Commission that as of Dec. 31, 2017, it beneficially owns 7,515,234 shares of common stock, par Value $0.10 per share, of Pioneer Energy Services Corp., constituting 9.67% of the shares outstanding. All of the shares of Common Stock are owned by various investment advisory clients of Van Den Berg Management I, Inc., which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to it discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Van Den Berg Management I, Inc. have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the class. A full-text copy of the regulatory filing is available at: https://is.gd/8k97yM About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com/--provides well, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions through its Production Services Segment. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its Drilling Services Segment. Pioneer Energy reported a net loss of $75.11 million in 2017, a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of Dec. 31, 2017, Pioneer Energy had $766.86 million in total assets, $556.77 million in total liabilities and $210.09 million in total shareholders' equity. * * * In November 2017, Moody's upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Pioneer' Caa2 CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance, as reported by the TCR on Nov. 13, 2017. PITTSFIELD DEVELOPMENT: March 20 Plan, Disclosures Hearing ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on March 20, 2018, starting at 10:30 a.m., to consider whether to confirm the plan of reorganization filed by Pittsfield Development LLC dated Feb. 9, 2018, and approve the disclosure statement explaining the Plan. The Plan provides for the payment of 100% of the allowed or agreed amount of each non-Insider claimant's claim (except for the Class 3 Spartan Claim) via a single, lump-sum distribution on account of the various claims on or before the Effective Date. The Plan is funded through proceeds from the sale of the real estate the Debtor owned and proceeds realized in litigation. Ariel Funding will make up any shortfall on account of Class 2, and if applicable, Class 9 claims, through financing provided to the Debtor post-confirmation. The Plan also provides for contingent, tiered payments to certain other creditors. The payments are contingent upon the Debtor realizing proceeds from other sources -- its damage claim against the City of Chicago in the District Court Case, proceeds from damage claims against 55 East Washington in state court litigation, proceeds from property tax appeals, and proceeds from insurance claims. Class 2 contains the claims of General Unsecured Creditors that are not separately classified in the Plan. The Debtor estimates the total allowed unsecured claims will be approximately $560,374.36, including Spartan's unsecured claim in the amount of $300,000. Class 2 claims are not impaired, which means Allowed Class 2 Claims will be paid in full in a lump sum payment on or before the Effective Date of the Plan. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/ilnb17-09513-185.pdf A full-text copy of a prior-filed Disclosure Statement is available for free at: http://bankrupt.com/misc/ilnb17-09513-169.pdf About Pittsfield Development LLC Pittsfield Development LLC, owner of approximately one-third of the Pittsfield Building at 55 East Washington, Chicago, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-09513) on March 26, 2017. Robert Danial, its manager, signed the petition. The Debtor disclosed total assets of $2.34 million and total liabilities of $8.76 million. The Hon. Jacqueline P. Cox presides over the case. Factor Law serves as counsel to the Debtor. The Debtor tapped Kenneth W. Pilota P.C. as special real estate tax counsel; Thompson Coburn LLP, as special real estate tax appeal counsel; and Imperial Realty Company, as real estate broker. PROVIDENCE WIRELESS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Providence Wireless, LLC 2103 Coral Way, Suite 604 Miami, FL 33145 Business Description: Providence Wireless -- http://providencewireless.com-- is a provider of wireless tower services based in Miami, Florida, whose core business is network and construction services, including new site builds, site modifications, radio work, and site maintenance. Chapter 11 Petition Date: February 21, 2018 Case No.: 18-11940 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Bradley S Shraiberg, Esq. SHRAIBERG LANDAU & PAGE PA 2385 NW Executive Center Dr. #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 E-mail: bss@slp.law Total Assets: $752,982 Total Liabilities: $4.06 million The petition was signed by James Martin, president. A full-text copy of the petition, containing a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb18-11940.pdf QUADRANT 4: BIP Lender Buying Residual Software Platforms for $1M ----------------------------------------------------------------- Quadrant 4 System Corp. and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the Settlement and Asset Purchase Agreement in connection with Quadrant 4's private sale of residual software platforms to BIP Lender, LLC, for $1 million credit bid. A hearing on the Motion is set for Feb. 16, 2018 at 10:30 a.m. On Jan. 16, 2018, the Debtor filed its TriZetto Settlement Motion, asking Court approval of the Modification Agreement between the Debtor and Cognizant TriZetto Software Group, Inc. (formerly known as TriZetto Corp.). BIP and the Committee each filed objections to the TriZetto Settlement Motion. Subsequently, the Committee withdrew its objection, and pursuant to the Stipulation and Order, BIP withdrew its objection. In addition to the Stipulation and Order resolving the objection of BIP, the Court entered an Order Approving Modification Agreement on Feb. 7, 2018. The Motion is being presented pursuant to the Stipulation and Order Resolving Motion for Authority to Enter into Modification Agreement entered by the Court on Feb. 7, 2018. The Stipulation and Order provides, among other things, that the Debtor will convey to BIP, in partial satisfaction of its secured junior subordinated claim (or, at the option of BIP, in whole satisfaction), those software assets identified as the QHIX and Empwr2 software platforms. Further, the Motion conveying the QHIX and EmpowHR software platforms to BIP is required to be filed by Feb. 12, 2018. Further, the Stipulation and Order contemplates that the Residual Software Platforms will be transferred to BIP free and clear of all liens, provided, however, that BMO will maintain its liens on the Residual Software Platforms. The Residual Software Platforms are subject to the pre-petition secured claims of: a. BMO pursuant to that certain Credit Agreement dated as of July 1, 2016, which provided Q4 with a credit facility of up to $25 million as evidenced, by among other things, (a)(i) $7 million Revolving Credit Facility; (ii) $13 million Term Loan; and (iii) $5 million Cap Software Facility, as amended on Nov. 3, 2016 ("BMO Loan"); and b. BIP Lender, LLC, as collateral agent for BIP Quadrant 4 Debt Fund I, LLC, as lender ("BIP Lender") which provided Q4 with that certain Senior Subordinated Credit Agreement dated Nov. 3, 2016 in the principal amount of $5,075,000. The Residual Software Platforms are also subject to the post-petition secured claims of BMO arising out of the Final Cash Collateral Motion. The Residual Software Platforms have been marketed by the Debtor and its professionals for over 10 months. No offer or letter of intent or interest for the Residual Software Platforms has ever been received. Further, the Motion is supported by the Debtor's senior lender, BMO Harris, Bank, N.A. and BIP. The Official Committee of Unsecured Creditors in the Chapter 11 Case has not yet indicated its support of the Motion and is reserving its rights with respect thereto. The Settlement and Asset Purchase Agreement can be summarized as follows: a. Purchase of Acquired Assets: BIP will acquire all of the Debtor's right, title and interest in and to the Acquired Assets, free and clear of all liens, claims, encumbrances and interests, provided, however, that BMO will maintain its liens on the Acquired Assets pursuant to the Stipulation and Order. b. Purchase Price: The consideration for the Residual Software Platforms will be the sum of a credit payment in the amount of $1 million. c. Assumed Liabilities: BIP will assume those liabilities or obligations arising from and after the Closing out of, under, or related to the Acquired Assets as provided for in the APA. d. Representations and Warranties: The APA contains such representations and warranties of the Debtor as are customary for sales of assets in a Chapter 11 case. All representations and warranties will terminate within one year of the Closing. Except as largely set forth in the APA, the Acquired Assets are being sold "as is, where is." e. Conditions of Closing / Termination Events: The APA requires, among other things as set forth therein, the Debtor to: (i) obtain the entry of the "Sale Order," following all requisite and appropriate notice to the creditors and other interested parties in the Chapter 11 Case, and such other parties as are deemed necessary; and (ii) obtain any necessary approvals and consummate the transactions contemplated in the APA. In addition thereto, the APA contains such other closing conditions and termination events which are customary for transactions of this type and size. f. Executory Contracts: There are various executory contracts and unexpired leases, which BIP is requiring be assumed and assigned at Closing. The APA has, or will have, a list of executory contracts/unexpired leases to be assumed and assigned. In order to facilitate the Sale Process, the Debtor, in consultation with Silverman Consulting, Livingstone, BMO and the Committee, has developed these sale procedures for use in connection with the sale of the Acquired Assets: a. Notice: A notice of the proposed private sale to BIP on account of its Credit Bid will be sent to all creditors in the Chapter 11 Case via First-Class Mail, postage prepaid. Assuming entry of the Sale Procedures Order on Feb. 16, 2018, the notice of sale will be sent to all creditors on 21 days' notice of the Sale Hearing. b. Sale Hearing: A sale hearing to approve the Credit Bid and APA will be held at 11:00 a.m. (CT) on March 12, 2018, or such other time as may be ordered by the Court and noticed by the Debtor to all creditors. c. Sale Objections: Any objection to the sale of the Acquired Assets must be in writing and filed at least two days prior to the Sale Hearing. As part of the Motion, the Debtor asks authority to assume and assign the executory contracts and unexpired leases to be identified by BIP. At least ten days prior to the Sale Hearing, the Debtor will send notice to all non-debtor parties to any executory contracts or unexpired leases which the Debtor may elect to assume and assign in conjunction with the sale of the Acquired Assets. Because of the need to close any transaction as quickly as possible in order to minimize any diminution in the value of the Acquired Assets, the Debtor proposes these procedures for assuming and assigning executory contracts and unexpired leases: a. At least 10 days prior to the Sale Hearing, the Debtor will file a Notice of Proposed Assumption and Assignment of Executory Contracts and Unexpired Leases with the Court and serve same on each non-debtor party to the Contracts and Leases. b. Any objection of a non-debtor party to a Contract/Lease to the Cure Amount set forth in the Assumption/Assignment Notice or to the Proposed Assumption/Assignment of such Contract/Lease must be filed with at least two days before the Sale Hearing. c. In the event that the Debtor and any objecting party are unable to consensually resolve any Assignment Objection prior to the Sale Hearing, the Debtor asks that the Court resolves any such Assignment Objection at the Sale Hearing or as soon thereafter as practicable. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Quadrant_4_354_Sales.pdf While the Debtor is asking to convey the Residual Software Platforms to BIP in accordance with the Stipulation and Order, the Debtor submits that a private sale is the most cost-effective and efficient manner in which to comply with the Stipulation and Order, is in the best interests of its estate, and is therefore an appropriate exercise of its business judgment under Section 363 of the Bankruptcy Code. Since the filing of the Chapter 11 Case, the Debtor has engaged in a series of going-concern sales of its various business units. Prior to the filing of the Chapter 11 Case and continuing thereafter, the Debtor marketed its business units for sale -- including the assets comprising the Residual Software Platforms -- with the efforts of its financial advisors, Silverman Consulting, Inc., and its investment bankers, Livingstone Partners, LLC. The Debtor has engaged both firms in the Chapter 11 Case pursuant to orders of the Court. As this stage of the Chapter 11 Case, the Residual Software Platforms comprise substantially all of the Debtor's remaining assets together with its right, title and interest into possible causes of action in favor of the estate. The Debtor, after consultation with Silverman Consulting, Livingstone, BMO, BIP and the Committee, has determined that in order to maximize value for the benefit of its creditors, shareholders and other interested parties, a sale of the Residual Software Platforms to BIP needs to occur as expeditiously as possible. First, the Debtor submits that BIP's credit offer of $1 million represents fair market value of the Residual Software Platforms. Second, the value of the Residual Software Platforms is at risk of imminent decline. It is essential that the Debtor be able to convey its interest in the Residual Software Platforms as quickly as possible. Doing so is not only consistent with the Debtor's obligations under the Stipulation and Order, but also preserves the remaining value in these assets. The proposed private sale to BIP accomplishes both of these goals. Accordingly, the Debtor asks the Court to approve the relief sought. The Purchaser: Mr. Todd E. Knudsen, CFO BIP LENDER, LLC Piedmont Center 3575 Piedmont Road Building 15, 7th Floor, Suite 730 Atlanta, GA 30305 Telephone: (678) 528-7951 E-mail: tknudsen@bipcapital.com The Purchaser is represented by: Peter J. Haley, Esq. NELSON MULLINS RILEY & SCARBOROUGH, LLP One Post Office Square Boston, MA 02109-2127 Telephone: (617) 217-4714 E-mail: peter.haley@nelsonmullins.com 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. QUALITY CARE: Cohen & Steers Ceases as Shareholder as of Dec. 31 ---------------------------------------------------------------- Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc., and Cohen & Steers UK Limited disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they no longer beneficially own shares of common stock of Quality Care Properties, Inc. Cohen & Steers, Inc. holds a 100% interest in Cohen & Steers Capital Management, Inc., an investment advisor registered under Section 203 of the Investment Advisers Act. A full-text copy of the regulatory filing is available at: https://is.gd/GRhoFJ About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland, was formed in 2016 to hold the HCR ManorCare, Inc., portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. As of Sept. 30, 2017, Quality Care had $4.46 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock and $2.65 billion in total equity. * * * In December 2017, S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUALITY CARE: HG Vora Capital No Longer a Shareholder as of Dec. 31 ------------------------------------------------------------------- HG Vora Capital Management, LLC disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, it has ceased to be the beneficial owner of shares of common stock, par value $0.01 per share, of Quality Care Properties, Inc. A full-text copy of the regulatory filing is available for free at https://is.gd/kwSEEd About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland, was formed in 2016 to hold the HCR ManorCare, Inc., portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. As of Sept. 30, 2017, Quality Care had $4.46 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock and $2.65 billion in total equity. * * * In December 2017, S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUALITY CARE: Silver Point Capital Has 8% Stake as of Dec. 31 ------------------------------------------------------------- Silver Point Capital, L.P., Edward A. Mule and Mr. Robert J. O'Shea disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 7,530,000 shares of common stock of Quality Care Properties, Inc., constituting 8 percent of the shares outstanding. The percentage is calculated based on 93,809,524 total shares of common stock outstanding as of Nov. 3, 2017 as reported in the Issuer's Form 10-Q filed on Nov. 9, 2017. Silver Point is the investment manager of Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Master Fund, L.P. and by virtue of that status may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund. Silver Point Capital Management, LLC is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund. Each of Messrs. Mule and O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Onshore Fund and the Offshore Fund and may be deemed to be a beneficial owner of the securities held by the Onshore Fund and the Offshore Fund. A full-text copy of the regulatory filing is available at: https://is.gd/8wvsfW About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland, was formed in 2016 to hold the HCR ManorCare, Inc., portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. As of Sept. 30, 2017, Quality Care had $4.46 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock and $2.65 billion in total equity. * * * In December 2017, S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUANTUM CORP: Park West Asset Holds 6.9% Stake as of Dec. 31 ------------------------------------------------------------ Park West Asset Management LLC and Peter S. Park disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 2,375,000 shares of common stock of Quantum Corp., constituting 6.9 percent of the shares outstanding. Park West Investors Master Fund, Limited also disclosed beneficial ownership of 2,117,357 Common Shares of the Company. The beneficial ownership percentage is based upon 34,673,884 shares of Common Stock of the Company, issued and outstanding as of Nov. 3, 2017, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on Nov. 9, 2017. The 2,375,000 shares of Common Stock of the Company held in the aggregate by the PW Funds may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM. A full-text copy of the regulatory filing is available at: https://is.gd/4Vdtha About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities and a total stockholders' deficit of $124.3 million. Quantum Corp reported net income of $3.64 million for the year ended March 31, 2017, a net loss of $76.39 million for year ended March 31, 2016, and net income of $17.08 million for the year ended March 31, 2015. As of Sept. 30, 2017, the Company had $9.5 million of cash and cash equivalents, which is comprised of cash deposits. "We continue to focus on improving our operating performance, including efforts to increase revenue and to control costs in order to improve margins, return to consistent profitability and generate positive cash flows from operating activities. We believe that our existing cash balances, cash flow from operating activities, and available borrowing capacity will be sufficient to meet all currently planned expenditures, debt service and contractual and other obligations as they become due, and to sustain operations for at least the next 12 months. This belief is dependent upon our ability to achieve gross margin projections and to control operating expenses in order to provide positive cash flow from operating activities. Should we be unable to meet our gross margin or expense objectives, it would likely have a material negative effect on our liquidity and capital resources," said the Company in its quarterly report for the period ended Sept. 30, 2017. On Jan. 11, 2018, Quantum received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016. Following receipt of the SEC subpoena, the Company's audit committee began an independent investigation with the assistance of independent advisors, which is currently in process. RADICAND INC: Unsecured Creditors to Recover 10% Under Plan ----------------------------------------------------------- Radicand, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a combined plan of reorganization and disclosure statement dated Feb. 9, 2018. Class 2 (b) under the plan consists of the allowed claims of general unsecured creditors not treated as small claims. This class will receive a pro-rata share of a fund totaling $34,882.42, likely to result in a 10% recovery of allowed claims Pro-rata means the entire amount of the fund divided by the entire amount owed to creditors with allowed claims in this class. Creditors in this class may not take any collection action against Debtor so long as Debtor is not in material default under the Plan. This class is impaired. If the Plan is confirmed, the payments promised in the Plan constitute new contractual obligations that replace the Debtor’s pre-confirmation debts. Creditors may not seize their collateral or enforce their pre-confirmation debts so long as Debtor performs all obligations under the Plan. If Debtor defaults in performing Plan obligations, any creditor can file a motion to have the case dismissed or converted to a Chapter 7 liquidation, or enforce their non-bankruptcy rights. The Debtor will be discharged from all pre-confirmation debts if Debtor makes all Plan payments. A full-text copy of the Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/canb17-30708-40.pdf About Radicand Inc. Radicand, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-30708) on July 21, 2017. Gregory Kress, chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. RENT-A-WRECK: Court Dismisses Chapter 11 Bankruptcy Cases --------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware granted David Schwartz's motion to dismiss the chapter 11 bankruptcy cases filed by Rent-A-Wreck of America, Inc. and its affiliates. In In re Integrated Telecom Express, Inc., the Third Circuit theorized and rejected the idea that any entity willing to undergo a bankruptcy proceeding could lawfully take advantage of the redistributive provisions of the United States Bankruptcy Code. The Court recognized that provisions like the capping of claims, the discharge of debts and avoidance powers can only be used by financially distressed debtors whose goals further the structure and purpose of the Code. After examining the record in this case under the good faith standard enunciated in this Circuit, the Court concludes that these bankruptcy cases are concrete examples of the hypothetical cases envisioned by the Third Circuit. The Debtors filed these cases because they could. These privately-owned debtors are not in financial distress (or at least they have not proven they are), and they seek to use 11 U.S.C. section 365 to redistribute value from a long-time adversary to enrich their ultimate shareholder. Based on the totality of the circumstances, the Court finds that these cases were not filed in good faith. By its nature, this decision is limited. In another circumstance, a financially distressed debtor's recognition of the outcome of litigation and/or a desire to avoid future litigation may serve as a legitimate basis for the filing of a bankruptcy case. But here, the Court has no doubt these petitions were just another chapter in the attempt to terminate Mr. Schwartz's franchise. These bankruptcy petitions fall on the dark side of the spectrum ranging from the clearly acceptable to the patently abusive. A full-text copy of the Court's Opinion dated Feb. 13, 2018 is available at: http://bankrupt.com/misc/deb17-11592-221.pdf About Rent-A-Wreck of America Rent-A-Wreck of America, Inc. -- http://www.rentawreck.com/-- is a car rental company headquartered in Laurel, Maryland. Founded in 1968 and franchising since 1973, the Company offers for rent economy cars, full-size luxury sedans, pickup trucks, box trucks, mini-vans, cargo vans, 15-passenger vans, SUVs, and station wagons. It has locations across the United States and internationally in Norway, Sweden and Denmark. Rent-A-Wreck of America, Inc. and affiliate Bundy American, LLC, filed for Chapter 11 bankruptcy protection on July 24, 2017 (Bankr. D. Del. Case No. 17-11592 and 17-11593), each estimating assets and liabilities at between $1 million and $10 million. The petitions were signed by James William Cash, the Debtors' president. Quarles & Brady LLP is the Debtors' counsel. Aaron S. Applebaum, Esq., at Saul Ewing LLP, serves as the Debtors' co-counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Rent-A-Wreck. RESOLUTE ENERGY: Anchorage Capital Trims Stake to 2.4% ------------------------------------------------------ Anchorage Capital Group, L.L.C., Anchorage Advisors Management, L.L.C. and Kevin M. Ulrich disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 538,399 shares of common stock of Resolute Energy Corporation, constituting 2.4 percent of the shares outstanding. This percentage is based on a total of 22,468,620 Shares outstanding, which is the sum of (1) 22,503,907 Shares outstanding on Oct. 31, 2017, as reported in the Issuer's Form 10-Q filed on Nov. 6, 2017, and (2) approximately 538,399 Shares issuable to the Reporting Persons upon conversion of 15,900 shares of the Convertible Preferred Stock, which have been added to the number of Shares outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Act.). A full-text copy of the regulatory filing is available for free at https://is.gd/YnLjlK About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- 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. 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 $792.3 million in total assets, $866.1 million in total liabilities, and a total stockholders' deficit of $73.76 million as of Sept. 30, 2017. RESOLUTE ENERGY: State Street Owns 5% Stake as of Dec. 31 --------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, State Street Corporation disclosed that as of Dec. 31, 2017, it beneficially owns 1,133,563 shares of common stock of Resolute Energy Corporation, constituting 5.05 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/J6I4dj About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- 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. 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 $792.3 million in total assets, $866.1 million in total liabilities, and a total stockholders' deficit of $73.76 million as of Sept. 30, 2017. RITE AID: Fitch Puts Rating on RWE on Proposed Albertson Co Merger ------------------------------------------------------------------ Fitch Ratings has placed its ratings on Rite Aid Corporation on Rating Watch Evolving upon news of its proposed merger with Albertsons Companies. The Rating Watch would impact the following ratings: Issuer Default Rating (IDR) of 'B', the secured revolving credit facility of 'BB'/'RR1', the guaranteed senior unsecured notes of 'B'/'RR4' and the non-guaranteed senior unsecured notes of 'CCC+'/'RR6'. Fitch has also withdrawn its ratings on the company's second lien term loans as Rite Aid has announced their repayment. Fitch would expect to resolve the Watch following the conclusion of the Albertsons transaction process; ratings may also be updated/withdrawn as appropriate following the completion of the ongoing sale of stores to Walgreens Boots Alliance and related debt reduction. Rite Aid has proposed a merger with Albertsons, one of the largest U.S. grocery retailers with around $60 billion in annual revenue, pending shareholder and regulatory approval. The transaction is primarily equity-for-equity, as Rite Aid shareholders can elect to exchange 10 Rite Aid shares for either 1.079 Albertsons shares or one Albertsons share plus $1.832 in cash; as such, maximum cash outlay would be approximately $200 million. Fitch expects Rite Aid will need to refinance around $2.5 billion debt, including revolver borrowings and unsecured notes through both new debt issuance and an upsized revolver. Rite Aid is amongst a transfer of 43% of stores to Walgreens following an unsuccessful bid by the latter company to acquire the former. Fitch expects the pro forma Rite Aid business to produce $550 million to $600 million in EBITDA, of which almost one-third would be generated by Rite Aid's EnvisionRx pharmacy benefits manager. Adjusted leverage is expected to be around 7.0x following $4 billion of debt reduction -- yielding pro forma debt levels around $3.1 billion -- and Fitch assumes the pro forma business generates breakeven FCF. Albertsons produced $2.6 billion in EBITDA in 2016 but Fitch expects 2017 EBITDA to decline to around $2.3 billion on negative identical store sales, gross margin declines from price reductions, and SG&A increases from wages/benefits. Adjusted leverage is expected to be around 6.0x in 2017, compared with 5.4x in 2016 as EBITDA declines are somewhat mitigated by debt reduction. Fitch expects Albertsons to generate around $500 million of negative FCF in 2017 following a $250 million sponsor dividend. On a combined basis, the pro forma entity would generate around $80 billion of revenue and $2.9 billion of EBITDA, with pro forma adjusted leverage around 6.2x. Pro forma FCF is around negative $200 million after adjusting for the sponsor dividend. Management's guidance suggests nearly $4 billion in EBITDA in three years, based on significant upside at the standalone Albertsons business (back to 2016 EBITDA levels in 2018 on sales improvement and cost cutting efforts), $375 million of Rite Aid cost synergies and around $200 million of EBITDA from revenue synergies across both Albertsons and Rite Aid. Fitch expects some EBITDA improvement could drive leverage to the mid- to high-5.0x range, which would be representative of a 'B'-rated retailer of Albertsons/Rite Aid's size and other operating characteristics. Much of Rite Aid's current capital structure includes change of control provisions, including its ABL revolver, and $3.5 billion of guaranteed unsecured notes; the company's $400 million of nonguaranteed unsecured notes do not contain change of control provisions. On Jan. 23, 2018, Rite Aid announced it had used proceeds from its Walgreens transactions to pay down its term loans and Fitch expects Rite Aid to use its remaining net $3 billion of proceeds for further debt reduction once received; Fitch has expected this debt reduction to include around $1.5 billion of revolver borrowings and $1.7 billion of guaranteed unsecured notes. Albertsons indicated it would expect to refinance around $2.5 billion of Rite Aid debt based on change of control provisions and obtain a new ABL revolver. Based on Fitch's assumptions around Rite Aid's debt reduction, the $2.5 billion could be comprised of the remaining guaranteed unsecured notes and around $1 billion of remaining revolver borrowings. Albertsons could roll over Rite Aid's $400 million of nonguaranteed unsecured notes. Fitch would expect to resolve its Watch pending further details around the company's pro forma capital structure and EBITDA improvement initiatives. KEY RATING DRIVERS Transformative Asset Sale: Rite Aid began transferring 1,932 stores, or 43% of its base, to Walgreens in a process to be completed in the spring of 2018. Rite Aid's pro forma footprint of around 2,570 stores is most concentrated in California and Pennsylvania (over 500 stores each), New York (over 300 stores) and Michigan (nearly 300 stores). Most of Rite Aid's footprint will be on the West Coast and Northeastern U.S., with some exposure to the Midwest (Michigan and Ohio). EBITDA is forecast at $550 million-$600 million following the sale. Recently Weak Retail Operations: Rite Aid's retail business is challenged, with EBITDA declining to $750 million for the LTM ended Sept. 2, 2017 from the $1.3 billion peak in 2015. Weak pharmacy trends drove overall same store sales (SSS) to negative 2.2% in 2016 and SSS are projected around negative 3% in 2017. Negative SSS and worsening gross margins on lower reimbursement rates are driving significant EBITDA margin erosion. A protracted transaction process with Walgreens -- which originally proposed to acquire Rite Aid in October 2015 -- prolonged uncertainty about Rite Aid's future and likely affected its strategic planning, and ability to maintain and grow presence in pharmacy contracts. Relatively Stable PBM Business: EnvisionRx, acquired by Rite Aid in 2015, demonstrated stable -- albeit somewhat disappointing relative to original expectations -- results, with around $200 million of EBITDA expected in 2017, similar to 2016. Following the completion of store divestitures to Walgreens, Fitch estimates EnvisionRx will generate approximately one-third of total EBITDA. The acquisition of EnvisionRx allowed Rite Aid to expand its distribution channels by getting a foothold in the relatively faster growing specialty pharmaceuticals business and provide exposure to the mail-order channel. Challenged FCF; High Leverage: Fitch projects modestly negative FCF in 2017, versus negative $250 million in 2016 that was adversely affected by higher working capital. FCF could remain flat following the store divestitures to Walgreens and associated debt reduction, as declines in interest expense and capex could roughly match EBITDA lost in the store transfers. Adjusted leverage, which was around 7.0x in 2016 and rising toward the low 8.0x range in 2017 on EBITDA declines (before the store transfer process began), could return to approximately 7.0x after paying down $4.2 billion of the $7.4 billion current debt from sale proceeds. Strong Liquidity and Asset Base: Rite Aid's ample liquidity -- at least $950 million for the past five years -- should provide flexibility to navigate through its current operating challenges. Fitch expects Rite Aid would need to downsize its current $3.7 billion revolving credit facility (RCF) size to around $2.5 billion, but expects pro forma liquidity on a standalone basis to remain near $1 billion given its ability to borrow against its valuable prescription files, inventory and receivables. Rite Aid's asset value is supported by the 11.5x EBITDA multiple implied by Walgreens' original offer to buy it in 2015 for $17.2 billion and the 16.0x multiple Walgreens is paying for 1,932 stores. Complex Industry Fundamentals: Despite projections of continued modest growth in pharmaceuticals revenue, the healthcare industry remains complex given intricate relationships between critical constituents in the industry, strategic initiatives by large players and regulatory overlay. Rite Aid benefits from close relationships with end customers, which Fitch believes is a critical structural advantage for drug retailers, and some business diversification through EnvisionRx. However, Rite Aid's challenged operations and regional focus following its store divestiture could weaken its competitive positioning, particularly given the rise of preferred and narrow pharmaceutical networks. DERIVATION SUMMARY Rite Aid's 'B' rating incorporates its weak position in the relatively stable U.S. drug retail business and its high leverage. The company's drug retail business, representing around two-thirds of total EBITDA following the sale of stores to Walgreens Boots Alliance, Inc. (BBB/Stable), is expected to continue losing share, although the company's EnvisionRx PBM -- representing Rite Aid's remaining EBITDA -- should grow modestly over time. The rating also considers the expectation of over $4 billion of debt paydown yielding modest improvement to leverage. Rite Aid has significantly smaller scale and weaker operating metrics than Walgreens and CVS Health Corp., which may have a negative impact on its relative ability to compete for inclusion in pharmacy networks. Rite Aid's cash flow (current and pro forma) is minimal, and its leverage profile is significantly higher than its larger peers, limiting its ability to invest meaningfully in its business. Rite Aid's ratings are similar to those of SUPERVALU Inc. (B/Negative), one of the largest wholesale grocery distributors in the U.S., which has mediocre retail grocery market positions and has seen continued EBITDA declines, but operates with lower leverage around 5.0x. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer (note for comparative purposes, 2017 does not assume any impact from the Walgreens transaction; all stores are assumed to transfer at the end of 2017): -- Prior to the impact of the Walgreens transaction, Rite Aid's total EBITDA -- inclusive of stores and EnvisionRx -- is expected to decline to around $825 million in 2017, compared with $1.1 billion and $1.4 billion in 2016 and 2015, respectively, on a low single-digit SSS decline, similar to the 2.2% decline in 2016. Fitch expects retail gross margin to remain under pressure due to reimbursement rate cuts in the pharmacy business. -- Following the completion of the Walgreens transaction, Fitch estimates pro forma EBITDA in the $550 million-$600 million range, with two-thirds generated from Rite Aid's stores. EBITDA could decline modestly beginning in 2018 unless Rite Aid can reverse recent retail SSS trends. -- Fitch expects EnvisionRx's 2017 EBITDA to be around $200 million, versus around $190 million in 2016; Fitch expects EBITDA beginning in 2018 to grow modestly on additional contract wins and growth in its specialty business. -- Fitch expects FCF to be modestly negative in 2017, excluding the $325 million breakup fee from Walgreens' unsuccessful takeover bid, and could be near break-even on a pro forma basis. Adjusted leverage prior to Walgreens-divested EBITDA loss and debt paydown could be in the low- to mid-8.0x range in 2017, but decline to around 7.0x on a pro forma basis, assuming $4 billion of debt paydown using Walgreens transaction proceeds. RATING SENSITIVITIES Rating sensitivities are presented for Rite Aid Corporation on a standalone basis and do not incorporate the proposed merger with Albertsons Companies. Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Sustained positive SSS leading to EBITDA growth, coupled with reduced debt, which would yield adjusted debt/EBITDAR toward mid-5.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Deteriorating sales and profitability trends that lead to EBITDA around $400 million, consistently negative FCF and leverage toward 8.0x. LIQUIDITY Ample Liquidity: Rite Aid maintained ample liquidity -- $1.9 billion as of Dec. 2, 2017, and at least $950 million for the past five years -- supported by an RCF whose borrowing base includes prescription files, inventory and receivables. Rite Aid maintained solid liquidity given its valuable asset base, despite a history of operating challenges. The value of Rite Aid's asset base is supported by the 11.5x EBITDA multiple implied by Walgreen's original offer to buy Rite Aid in October 2015 for $17.2 billion and the 16.0x multiple Walgreens is paying for 1,932 stores. Walgreens recently announced it intends to close 600 of these stores and transfer prescription files to nearby Walgreens locations, further illustrating the value placed on prescription files. Fitch expects Rite Aid would need to downsize its current $3.7 billion RCF size to around $2.5 billion, but expects pro forma liquidity to remain near $1 billion. Rite Aid's liquidity position should provide it with flexibility to navigate through its current operating challenges. RECOVERY CONSIDERATIONS Current Recovery Considerations The issue ratings below are derived from the IDR and the relevant Recovery Rating (RR). Fitch's recovery analysis, which has not factored in the ongoing store sale and associated debt repayment, assumes a distressed enterprise value of approximately $6 billion on Rite Aid's existing inventory, receivables, prescription files and owned real estate. The $3.7 billion RCF due January 2020 has a first lien on the company's cash, accounts receivable, investment property, inventory and script lists, and is guaranteed by Rite Aid's subsidiaries. This results in outstanding recovery prospects (91%-100%) that support the 'BB'/'RR1' rating. The senior secured credit facility requires the company to maintain a minimum fixed-charge coverage ratio of 1.0x only if availability on the RCF is less than $175 million at any time. The $970 million in Tranche 1 and Tranche 2 term loans, which were recently repaid with proceeds from the Walgreens transaction, had a second lien on the same collateral as the revolver and term loans, and are guaranteed by Rite Aid's subsidiaries. The existing $3.5 billion guaranteed unsecured notes are expected to have average recovery prospects (31%-50%) and are therefore rated 'B'/'RR4'. The approximately $420 million unsecured nonguaranteed notes are assumed to have poor recovery prospects (0%-10%) in a distressed scenario. Pro Forma Recovery Considerations Following the sale of approximately 43% of Rite Aid stores to Walgreens, Rite Aid's pro forma business profile could yield a distressed enterprise value of approximately $4.5 billion-$5 billion on Rite Aid's estimated pro forma $3 billon-$3.5 billion liquidation value on inventory, receivables, prescription files, owned real estate and a $1.5 billion enterprise value for EnvisionRx. The $1.4 billion for the healthy EnvisionRx business values the company at 7.0x Fitch's projected $215 million in EnvisionRx EBITDA in the next 12-24 months, well below the $2 billion, or 13.0x EBITDA Rite Aid paid for the business in 2015. PBM valuations declined over the past several years, with publicly held Express Scripts Holding Co. (BBB/Stable) trading between 6.0x and 8.0x EBITDA over the past year. Fitch expects Rite Aid will direct most of the approximately $4 billion in proceeds from the Walgreens transaction, which it expects to receive through March 2018, to debt repayment. The company announced on Jan. 23, 2018 it received $1.3 billion in proceeds so far, and intends to use proceeds to repay its $970 million of first-lien term loans. Fitch assumes Rite Aid could entirely repay these term loans and $1.7 billion in guaranteed unsecured notes maturing 2020 and 2021, with the remaining proceeds used to pay down existing revolver borrowings. Fitch also assumes Rite Aid would downsize its $3.7 billion RCF to around $2.5 billion given the reduction to collateral including pharmacy scripts and inventory. As a result, Rite Aid's pro forma capital structure could include the downsized $2.5 billion credit facility, $1.8 billion in guaranteed unsecured notes due 2023 and approximately $420 million in nonguaranteed unsecured notes due 2027/2028. Given these assumptions around pro forma distressed enterprise value and capital structure, the downsized RCF and remaining $1.8 billion of guaranteed unsecured notes would be expected to have outstanding recovery prospects (91%-100%). The approximately $420 million unsecured nonguaranteed notes would be expected to have average (31%-50%) recovery prospects. Fitch expects to update its recovery analysis upon further details regarding debt paydown plans and resulting capital structure. FULL LIST OF RATING ACTIONS Fitch has placed the following ratings on Rating Watch Evolving: Rite Aid Corporation -- Long-Term IDR 'B'; -- Secured revolving credit facility 'BB'/'RR1'; -- Guaranteed senior unsecured notes 'B'/'RR4'; -- Non-guaranteed senior unsecured notes 'CCC+'/'RR6'. Fitch has withdrawn the following ratings: -- Secured term loans 'BB'/'RR1'. ROBERT MOULTRIE: Proposes a Sale of Assets to Pay Alimony --------------------------------------------------------- Robert Lynch Moultrie, Sr., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of (i) golf cart and 4 wheel Gator, valued at $1,250; (ii) canoes and carrier valued at $1,750; (iii) kayaks valued at $1,000; (iv) jewelry valued at $2,000; and (v) artwork valued at $12,500 on E-Bay, Craig's List, or some recognized public vehicle for the sale of consumer goods to the general public to pay his pre-petition domestic support obligations owing to Ms. Susan Renee Moultrie. A hearing on the Motion is set for March 7, 2018 at 10:10 a.m. Objections, if any, must be filed at least two business days before the hearing. The Debtor was divorced from Ms. Moultrie in 1990 and, as a result of the divorce, is responsible for payment of alimony to Susan Renee Moultrie. At the time of the filing of the voluntary petition, he was in arrears on his domestic support obligation to Ms. Moultrie. In February of 2017, the Cobb Superior Court held Debtor to be in contempt due to an arrearage owing on the domestic support obligation, and ordered him to cure the arrearage by making monthly payments of $1,000 on said arrears, in addition to the regular alimony payments as they became due going forward. On Aug. 18, 2017, Ms. Moultrie moved the Court to dismiss the Case, or in the alternative to modify the automatic stay in order to permit the Cobb Superior Court to enforce the contempt order. The Court denied the motion of Ms. Moultrie, but granted relief from the automatic stay to allow Movant and Co-Movant to seek enforcement of the Contempt Order in the Superior Court of Cobb County, Georgia to the extent of the Debtor's failure to pay any domestic support obligation that first becomes payable after the Petition Date. Prior to a scheduled hearing in the Cobb Superior Court, the Debtor remitted the amount of $12,180 to Ms. Moultrie as payment toward postpetition domestic support obligations. After a hearing before the Hon. Lark Ingram in the Cobb Superior Court held on Jan. 9, 2018, the Superior Court entered an Order on Jan. 29, 2018 finding that Debtor was in arrears post-petition on regular alimony payments in the amount of $5,800 and ordering said payments to Ms. Moultrie together with the additional amount of $7,000 as payment to be applied toward pre-petition domestic support arrearage. The Payment of his pre-petition alimony arrearage is, or may be, a prepetition obligation of the Debtor. As DIP, the Debtor is prohibited from making payments on pre-petition obligations absent approval of the Court to do so. The Debtor asks permission from the Court to make payments on post-petition domestic support obligations of $5,800 to Ms. Moultrie from property of the estate in the amounts ordered by the Cobb Superior Court. He further asks permission from the Court to make payments on the pre-petition domestic support obligation arrearage to Ms. Moultrie in the additional amount of $7,000 pursuant to the Order of the Cobb Superior Court. The Debtor maintains a DIP account into which he has deposited income and revenue generated during the Case. There are inadequate funds currently in the DIP account to pay all administrative expenses approved by the Court and to also pay the post-petition and pre-petition alimony payments to Ms. Moultrie in the amounts ordered by the Cobb Superior Court. The Debtor asks to liquidate property of the estate in order to make alimony payments to Ms. Moultrie in the amounts ordered by the Hon. Lark Ingram. In the schedules A/B filed with the Court, the Debtor listed certain property that is property of the estate that Debtor asks approval to sell: (i) golf cart and 4 wheel Gator, valued at $1,250; (ii) canoes and carrier valued at $1,750; (iii) kayaks valued at $1,000; (iv) jewelry valued at $2,000; and (v) artwork valued at $12,500. The Debtor asks permission from the Court to list and sell said items, or so many of those items needed to pay the pre-petition domestic support obligations that have been ordered by the Hon. Lark Ingram, on E-Bay, Craig's List, or some recognized public vehicle for the sale of consumer goods to the general public. All proceeds from the sale of said goods will be deposited into the DIP account and the amount of domestic support obligations ordered paid by the Hon. Lark Ingram will be promptly remitted from said funds. The Debtor's failure to pay the amounts ordered by the Hon. Lark Ingram may result in the entry of an order holding Debtor in contempt. In any Plan of Reorganization filed in the Case, the Debtor will be required to pay all domestic support obligations in full as a first priority claim under 11 U.S.C. Section 507(a)(1). It is in the best interest of creditors and of the Chapter 11 Estate to authorize the sale of property of the estate to pay the pre-petition domestic support obligations owing from the Debtor to Ms. Moultrie. Robert Lynch Moultrie, Sr., from Woodbury, Georgia, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 17-11208) on June 6, 2017. Howard D. Rothbloom, Esq., at The Rothbloom Law Firm, serves as the Debtor's bankruptcy counsel. SCG AUTUMN BREEZE: U.S. Trustee Appoints Melanie McNeil as PCO -------------------------------------------------------------- In a notice, U.S. Trustee for Region 21 Daniel M. McDermott appoints Melanie S. McNeil, Esq. as the Patient Care Ombudsman in the chapter 11 case of SCG Autumn Breeze Operator, LLC. Ms. McNeil's address is: State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman Division of Aging Services, Department of Human Services 2 Peachtree Street, N.W., 33rd Floor Atlanta, GA 30303 Tel: (404) 657-5327 About SCG Autumn Breeze Operator SCG Autumn Breeze Operator, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-20127) on Jan. 25, 2018. Judge James R. Sacca presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The Debtor tapped Kelley & Clements LLP as its legal counsel. SEARS HOLDINGS: ESL Partners Has 56.7% Stake as of Feb. 7 --------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Sears Holdings Corporation as of Feb. 7, 2018: Shares Percentage Beneficially of Reporting Persons Owned Shares ----------------- ------------ ---------- ESL Partners, L.P. 63,728,429 56.7% SPE I Partners, LP 150,124 0.1% SPE Master I, LP 193,341 0.2% RBS Partners, L.P. 64,071,894 57% ESL Investments, Inc. 64,071,894 57% Edward S. Lampert 64,071,894 54% The percentage ownership is based upon 107,613,718 shares of Holdings Common Stock outstanding as of Nov. 24, 2017, as disclosed in Holdings' Quarterly Report on Form 10-Q for the fiscal quarter ended Oct. 28, 2017, that was filed by Holdings with the SEC on Nov. 30, 2017. On Feb. 7, 2018, Holdings, the Second-Lien Borrowers, and certain other subsidiaries of Holdings entered into a third amendment to the Second Lien Credit Agreement, with the lenders party thereto and JPP, LLC, as administrative agent and collateral administrator. The Third Second Lien Amendment, among other things, increased the maximum aggregate principal of the uncommitted line of credit facility established under the Second Lien Credit Agreement to $600 million, extended the maximum duration of line of credit loans to 270 days and increased the size of the general debt basket to $1.25 billion. On Feb. 7, 2018, Holdings, the Term Loan Borrowers, and certain other subsidiaries of Holdings entered into a third amendment to the Term Loan Credit Agreement with the lenders party thereto and JPP, LLC, as administrative agent and collateral administrator. The Third Term Loan Amendment, among other things, increased the size of the general debt basket to $1.25 billion. A full-text copy of the regulatory filing is available at: https://is.gd/vP4zrX About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $2.22 billion in 2016, a net loss of $1.12 billion in 2015 and a net loss of $1.81 billion in 2014. As of Oct. 28, 2017, Sears Holdings had $8.19 billion in total assets, $12.20 billion in total liabilities and a total deficit of $4 billion. * * * As reported by the TCR on Jan. 25, 2018, Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) on Sears Holdings Corporation, Sears Roebuck Acceptance Corp. (SRAC) and Kmart Corporation to 'C' from 'CC' following the company's announcement that it has commenced an exchange of various tranches of debt held at these entities. Fitch also downgraded the second-lien secured notes of Holdings to 'CC'/'RR3' from 'CCC+'/'RR1'. The TCR also reported on Jan. 26, 2018, that S&P Global Ratings lowered its corporate credit rating on Sears Holdings Corp. to 'CC' from 'CCC-'. The downgrade follows Sears' announced offer to exchange some of its notes (8% senior unsecured notes due 2019 and the 6.625% senior secured notes due 2018) and amend the terms of its credit agreement for its second-lien term loan. S&P said, "We would treat the proposed transactions, if completed, as tantamount to a default. We base this on our view that the PIK option and maturity extension differs from the original promise on the debt issues and represents a distressed exchange under our criteria." In January 2018, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'. Sears' Ca rating reflects the company's announced pursuit of debt exchanges to extend maturities and its sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SENIOR OAKS: T. Bowen Appointed as Successor Patient Care Ombudsman ------------------------------------------------------------------- In a notice, David W. Asbach, Acting U.S. Trustee for Region 5, appoints Tracy Bowen as the Successor Patient Care Ombudsman in the chapter 11 case of Senior Oaks, LLC. Bowen will replace James Tucker, the previous PCO who resigned his position as the Mississippi State Long-Term Care Ombudsman. Ms. Bowen is the new Mississippi State Long-Term Care Ombudsman, and her address is: Mississippi Department of Human Services Division of Aging and Adult Services 750 North State Street Jackson, Mississippi 39202 Telephone: (601) 359-4927 Email: james.tucker@mdhs.ms.gov About Senior Oaks Senior Oaks, LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 17-52141) on October 30, 2017, estimating $100,000 to $500,000 in both assets and liabilities. The petition was signed by its owner, Brenda Lee Chapman. The Debtor is represented by David L. Lord, Esq., at David L.Lord and Associates, P.A., in Gulfport, Mississippi. SHIRAZ HOLDINGS: Anshasi Buying Lawrenceville Property for $3M -------------------------------------------------------------- Shiraz Holdings, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the private sale of the real property located at 1130 Hurricane Shoals Road, Lawrenceville, Georgia to Anshasi Properties, Inc. for $3 million. The Debtor asks an emergency hearing on Feb. 20, 2018. On Sept. 6, 2017, secured creditor CCOP, LLC filed its Motion for Relief From Stay with respect to the Hurricane Property. On Nov. 27, 2017, as a result of discussions between CCOP and the Debtor, the Court entered its Agreed Order on Motion for Stay Relief From Stay or Adequate Protection. On Dec. 15, 2017, the Court entered its Order Granting Debtor's Application to Employ Ten-X, LLC as its Auctioneer and to Approve Payment Processes granting the application of Ten-X as its auctioneer. Pursuant to the terms of the engagement with Ten-X, if the Debtor terminates the auction prior to Feb. 21, 2018, the termination fee due Ten-X is capped at $20,000. On Jan. 19, 2018, to further the auction process the Debtor filed a motion to sell the Hurricane Property by auction sale. On Feb. 8, 2018, United Community Bank ("UCB") filed a limited objection to the Auction Sale Motion seeking confirmation that its claim of approximately $2.1 million would be paid out of the proceeds of the sale of the Hurricane Property. Based on representations of the Limited Objection, the Debtor understands that there is consensus that proceeds from the sale of the Hurricane Property would be available to satisfy CCOP's claim of approximately $2.7 million in full and that CCOP would, in turn, make available a portion of its proceeds to satisfy the claim held by UCB in its entirety. On Feb. 9, 2018, the Court approved the Auction Sale Motion. Pre-petition, Maria Ortiz, John Dickey and Paul Henry, obtained a judgment against the Debtor. During the preference period as defined under Section 547 of the Bankruptcy Code, the Claimants filed the Judgment in the official records in Georgia that would appear to create a lien in favor of Claimants against the Hurricane Property. Such Lien is indisputably an avoidable preference. In connection with this bankruptcy case, it was agreed by the Debtor and Claimants that their Lien would be avoided. Accordingly, on Oct. 31, 2017 the Claimants filed their proof of claims as unsecured claims. Thus, Debtor asks an order permitting the sale of the Hurricane Property free and clear of the Claimants' Lien. On Feb. 9, 2018, the Debtor received a final offer from the Purchaser in the amount of $3 million plus the Purchaser to pay all brokers fees and costs and a closing date of March 26, 2018. Additionally, the Purchase and Sale Agreement contemplates the payment of $100,000 in earnest money that would be non-refundable if the Court approves the instant Private Sale Motion. Accordingly, even if the sale does not close as is expected, the $100,000 would be available to the Debtor's estate for payment of administrative and unsecured claims. If the sale does close as expected, it is anticipated that the sale proceeds available to the estate after payment of unsecured creditors will exceed $200,000. The Debtor proposes to sell to the Purchaser, by private sale and not in the ordinary course of business pursuant to the PSA, all of the Estate's right, title, and interest, if any, in the Hurricane Property for $3 million free and clear or all liens and encumbrances. Further, the proposed sale to the Purchaser of the Hurricane Property is "as is, where is" with all faults and no warranties of any kind. The Debtor has negotiated that Purchaser pay the commission to the broker as part of the sale. The broker will receive no compensation from the Debtor in connection with the sale of the Hurricane Property. However, upon termination of the auction, Ten-X will be entitled to the Termination Fee. The Debtor asks authority to pay the Termination Fee out of its DIP account. A copy of the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/Shiraz_Holdings_159_Sales.pdf The Purchaser advises that it will not participate in the auction presently scheduled for Feb. 28, 2018. The Debtor believes that the sale of the Hurricane Property under Section 363 of the Bankruptcy Code will best serve the constituencies in the case and will maximize the value of the estate. The Debtor respectfully asks approval of the private sale of the Hurricane Property to the Purchaser on an emergency basis. Finally, the Debtor asks the Court to waive the 14-day stay of an order authorizing sale of property pursuant to Rule 6004(h). The Purchaser: ANSHASI PROPERTIES, INC. Attn: Base Anshasi E-mail: basem.anshasi@gmail.com About Shiraz Holdings Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. In the petition signed by Jordan A. Satary, managing member, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel to the Debtor. Fadi Elkhatib and Ten-X, LLC, serve as the Debtor's real estate broker. Ten-X, LLC, is the Debtor's auctioneer. SK FOODS: L. Lichtenegger Guilty of Violating TRO, Court Rules -------------------------------------------------------------- Bankruptcy Judge Robert S. Bardwill entered a ruling against defendant Larry Lichtenegger in the adversary proceeding captioned BRADLEY D. SHARP, Trustee, Plaintiff, v. CSSS, LP, a California limited partnership, Defendant, Adv. Pro. No. 09-2543-D (Bankr. E.D. Cal.). On Jan. 25, 2014, the court issued a judgment in favor of the plaintiff, Bank of Montreal, and against Gerard Rose and Larry Lichtenegger jointly and severally in the amount of $350,000. The judgment was based on the court's order of Jan. 21, 2014 granting BMO's motion for summary judgment against the defendants as respondents to a motion for contempt brought by BMO's predecessor in interest in this adversary proceeding, Bradley Sharp, chapter 11 trustee in the case of SK Foods, L.P. The defendants appealed from the judgment. The district court affirmed the judgment; however, the Ninth Circuit Court of Appeals reversed and remanded the matter to this court, finding that this court had made credibility determinations, which are inappropriate on a motion for summary judgment. BMO seeks entry of a judgment against Lichtenegger as a sanction for his alleged violation of this court's Temporary Restraining Order and Order to Show Cause re Preliminary Injunction, filed August 24, 2009. The TRO (1) restrained CSSS, LP, dba Central Valley Shippers ("CVS"), its officers, agents, servants, employees, and attorneys, and those in active concert or participation with CVS or with its officers, etc., from, among other things, moving certain equipment referred to by the parties as a Drum Line to any location outside of California; and (2) ordered CVS to produce a corporate designee to testify at a deposition about, among other things, the location of the Drum Line and any plans to move it. BMO contends Lichtenegger violated both of these provisions of the TRO. The court agrees. The clear and convincing, in fact compelling, evidence in this matter supports the conclusions that Lichtenegger, in active concert and participation with CVS, through its agent Scott Salyer and its attorney Rose, and as an attorney on behalf of CVS and Salyer, was bound by the TRO, which was a specific and definite order of this court, and that Lichtenegger failed to take all reasonable steps to ensure that CVS and Salyer, the latter acting on behalf of CVS, owner of the Drum Line, complied with the TRO. The court reaches these conclusions after having heard Lichtenegger's oral testimony at the evidentiary hearing/trial and having observed his demeanor and assessed his credibility. In short, the court's original findings, analysis, and conclusions, as set forth in the court's original ruling on BMO's motion for summary judgment, remain unchanged by the testimony submitted at the evidentiary hearing/trial. The court finds, by clear and convincing evidence, that Lichtenegger's strategy from August 21 forward was to ignore the TRO so he could later claim, as he does now, he was not responsible. The bankruptcy case is in re: SK FOODS, L.P. Chapter 11, Debtor, Case No. 09-29162-D-11 (Bankr. E.D. Cal.). A full-text copy of the Court's Memorandum Decision dated Feb. 6, 2018 is available at https://is.gd/cbc6kK from Leagle.com. Bradley D. Sharp, Plaintiff, represented by Natalie R. Bush-Lents , Michael M. Carlson & Kevin W. Coleman. Bank of Montreal, Plaintiff, represented by Todd J. Dressel -- tdressel@mcguirewoods.com CSSS, LP, dba Central Valley Shippers, Defendant, represented by James C. Keowen -- jim@chs.law -- & Kimberly A. Wright . Official Committee of Unsecure Creditors, Creditor Committee, represented by Jamie P. Dreher --jdreher@downeybrand.com. About SK Foods SK Foods LP ran a tomato processing facility. It filed for Chapter 11 bankruptcy protection after being dropped by its lending group. Creditors filed an involuntary Chapter 11 petition against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc. (Bankr. E.D. Cal. Case No. 09-29161) on May 8, 2009. SK Foods had said it was preparing to file a voluntary Chapter 11 petition when the creditors initiated the involuntary case. The Company later put itself into Chapter 11 and Bradley D. Sharp was appointed as Chapter 11 trustee. The Debtors were authorized on June 26, 2009, to sell the business for $39 million cash to a U.S. arm of Singapore food processor Olam International Ltd. The replacement cost for the assets is $139 million, according to Olam. In February 2010, a federal grand jury returned a seven-count indictment charging Frederick Scott Salyer, former owner and CEO of SK Foods, with violations of the Racketeer Influenced and Corrupt Organizations Act, in connection with his direction of various schemes to defraud SK Foods' corporate customers through bribery and food misbranding and adulteration, and with wire fraud and obstruction of justice. Salyer supporters launched a Web site which can be accessed from two addresses: http://www.operationrottentomato.com/and http://www.scott-salyer.com/ SKY-SKAN INC: Secured Creditor's Bid to Dismiss Ch. 11 Case Nixed ----------------------------------------------------------------- Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire denied secured creditor Coastal Capital, LLC's motion to dismiss or appoint a trustee in the chapter 11 case of Sky-Skan Incorporated. As reported by the Troubled Company Reporter on Dec. 12, 2017, Coastal argued that cause exists for dismissal of the case given that the Debtor's continued operation of its business, based on its own cash collateral budget and admissions, will cause substantial loss to and diminution of the estate with no likelihood of reorganization or rehabilitation. About Sky-Skan Incorporated Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital fulldome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital fulldome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. Steven T. Savage, president, signed the petition. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor tapped SquareTail Advisors, LLC, as financial advisor. SOJOURNER-DOUGLASS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Sojourner-Douglass College, Inc. 500 N. Caroline Street Baltimore, MD 21205 Business Description: Sojourner Douglass College was an American private college organized around an Afrocentric focus of study. The college was formerly known as Homestead-Montebello Center of Antioch University. The college was established in 1972 and is based in Baltimore, Maryland. The College's accreditation was revoked by the Middle States Association of Colleges and Schools effective June 30, 2015, and the College remains closed for instruction. Chapter 11 Petition Date: February 21, 2018 Case No.: 18-12191 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Robert A. Gordon Debtor's Counsel: Anu Kmt, Esq. KEMET HUNT LAW GROUP, INC. 5000 Sunnyside Avenue, Suite 101 Beltsville, MD 20705 Tel: 301-982-0888 Fax: 301-982-0889 E-mail: akemet@kemethuntlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Charles W. Simmons, president. The Debtor did not file a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb18-12191.pdf A copy of the Board resolution advising the filing of Chapter 11 bankruptcy is available for free at: http://bankrupt.com/misc/SOJOURNER_Reso.pdf SOUTHWORTH CO: $150K Sale of Personal Property to Mohawk Fine OK'd ------------------------------------------------------------------ Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts authorized Southworth Co.'s sale of two die cutters and related personal property to Mohawk Fine Papers, Inc., for $150,000. The sale is free and clear of all liens, claims, and encumbrances. The Debtor is authorized to disburse $50,000 to Web Die Cutters Etc., Inc. The remaining sale proceeds will be held in escrow pending further Court order. The stay provisions of the Fed. R. bankr. P. 6004(h) is waived. About Southworth Company Southworth Company is a privately owned Massachusetts Corporation organized in 1839 and headquartered in Agawam, Massachusetts. Southworth 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. 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 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 retained Shatz, Schwartz and Fentin, P.C., as its bankruptcy counsel. SOUTHWORTH CO: Hearing on Washington Assets Sale on March 7 ----------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts continued the hearing on 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 to March 7 at 1:30 p.m. The objection deadline is extended to March 6, 2018 at 4:30 p.m. The Debtor proposes to sell the Washington Assets free and clear. 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. SPECIALTY CONTRACTING: Taps Moore Law Group as Special Counsel -------------------------------------------------------------- Specialty Contracting Company Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Moore Law Group as its special counsel. The firm will help the Debtor pursue claims against MGM Resorts International Design and other parties that owe money to the Debtor. John Moore, Esq., the attorney who will be representing the Debtor, will charge an hourly fee of $295. The firm does not represent any interest adverse to the Debtor's estate, according to court filings. Moore Law Group can be reached through: John D. Moore, Esq. Moore Law Group 3715 Lakeside Drive, Suite A Reno, NV 89509 Tel: 775-336-1600 Fax: 775-336-1601 Email: john@moore-lawgroup.com About Specialty Contracting Co Specialty Contracting is a privately held demolition contractor in Sparks, Nevada. Specialty Contracting filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-50037) on Jan. 11, 2018. In the petition signed by Kenneth Mercurio, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Bruce T. Beesley presides over the case. Stephen R. Harris, Esq., at Harris Law Practice LLC, serves as bankruptcy counsel to the Debtor. SPRINT CORP: Fitch Rates New $1BB Senior Notes 'B+' --------------------------------------------------- Fitch Ratings has assigned a 'B+'/'RR4' rating to Sprint Corporation's proposed $1 billion eight-year senior notes offering. The notes are being issued under an indenture, dated as of Sept. 11, 2013, with covenants that are substantially the same as existing Sprint senior notes. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by Sprint Communications, Inc. Sprint intends to use net proceeds from the issuance for general corporate purposes. KEY RATING DRIVERS SoftBank Support Key: Fitch's Issuer Default Rating (IDR) for Sprint benefits from SoftBank Group Corp.'s tangible support. Past financing structures, while more short-term oriented, have leveraged SoftBank's extensive and deep financial relationships, thus demonstrating further support and resulting in stabilized liquidity. Fitch views the operational and strategic linkages as moderately strong given the extensive operational oversight and strategic importance of Sprint's U.S- based network to SoftBank's long-term connected device (IoT) plans. Legal linkages are weak given the lack of any guarantees provided to existing debtholders. Stand-Alone Profile Weak: Fitch puts Sprint's stand-alone rating at 'B-', reflecting its high debt balances, substantial maturity wall, and ongoing initiatives to address strategic challenges. Sprint has made material progress on operational/network improvements, postpaid phone net addition trends, stabilizing ABPU and additional cost take-out have improved Fitch's estimate of Sprint's cash EBITDA to $5.2 billion for the LTM period (Dec. 31, 2017), an increase of $1.8 billion during the past year. Consequently, LTM FCF was modestly positive compared to significant operating deficits that had exceeded $4 billion during calendar year 2015. However, given higher capital requirements in the $5 billion to $6 billion range during at least the next couple of years, an increase of approximately $1.5 billion to $2.5 billion from expected fiscal 2017 level, Sprint will need to further improve cash generation. Additional challenges center on Sprint's ability to sustain and improve current momentum given current competitive intensity, including T-Mobile US Inc.'s on-going market expansion, wireless market maturity and the much stronger business and financial profiles of Sprint's peers. Substantial Maturity Wall: Sprint's upcoming maturities are substantial and include approximately $358 million (reflecting Network LeaseCo paydown), $3.3 billion and $5.5 billion in fiscal years 2017, 2018 and 2019, respectively, as of Dec. 31, 2017. Debt maturities beyond fiscal 2019 remain substantial at $3.4 billion on average annually from 2020 to 2022. The long-term risk is that Sprint's capital structure becomes potentially unsustainable if Sprint cannot generate material FCF to reduce debt. Liquidity Stable: Sprint will continue to focus on diversifying its funding sources to lower its cost of capital. Fitch expects Sprint will maintain at least 12 months of available liquidity, including borrowing capacity, to cover upcoming cash requirements. Sprint has substantial flexibility under its bond indentures and credit agreement to pursue additional funding. Additional sources of liquidity in 2018 are expected from the senior notes issuance, a second tranche related to the initial $7 billion spectrum securitization program, expansion of the $4.3 billion accounts receivable facility that matures November 2019 and continued utilization of its vendor financing facility. Improved Core Telecom Leverage: Core telecom leverage for Sprint as of Dec. 31, 2017, based on Fitch's estimate for cash EBITDA, was 6.4x. This compares to 9.6x at the end of Sprint's fiscal year (March 2017). Leverage improved due to EBITDA growth and debt reduction from using excess cash. To determine core telecom leverage, Fitch has applied a 2:1 debt to equity ratio to the company's device receivables (installment plan and estimated lease payments). Recovery Analysis: Key recovery assumptions are listed below. Based on these recovery assumptions, Sprint's $6 billion secured credit facilities have outstanding recovery prospects (91%-100%) given priority position in the capital structure which allows for a notching of +3 from the IDR of 'B+' to 'BB+'/'RR1'. The junior guaranteed notes also have outstanding recovery prospects. However, Fitch limits the recovery uplift to +2 notches, indicating superior recovery prospects (71%-90%) due to the lack of security to 'BB'/'RR2'. The recovery for the unsecured notes is in the 31%-50% range, viewed as average recovery prospects, at a 'B+'/'RR4'. Fitch will evaluate future carve-outs of spectrum or any other financings that are allowed under the credit agreement and indentures to determine what effect, if any, they have on the recovery prospects for the unsecured notes. DERIVATION SUMMARY Sprint's business profile is materially weaker than Verizon Communications Inc. (A-/Stable) and AT&T Inc. (A-/Rating Watch Negative) as Sprint lacks sufficient scale and resources to compete across certain market segments. Verizon's rating reflects VZW's relatively strong competitive position, as demonstrated by its high EBITDA margins, low churn and extensive national coverage and lower leverage. AT&T's ratings reflect its large scale of operations, diversified revenue streams by customer and technology, and relatively strong operating profitability. T-Mobile has generated strong operating momentum during the past several years due to a well-executed challenger strategy that has taken material market share from the other three national operators and caused both AT&T and Verizon to more aggressively adapt and respond to these offerings (equipment installment, video content and unlimited data plans). The competitive intensity and market maturity within wireless, including T-Mobile's market expansion combined with the much stronger profiles of Sprint's peers, only serve to increase challenges with sustaining operating momentum over the longer term. In terms of management and corporate governance, Sprint and TDS (BB+/Stable) are lower with respect to management strategy, governance structure and financial transparency. For both carriers, management strategy demonstrates some weakness, given their positions as the fourth (Sprint) and fifth (TDS's U.S. Cellular operation) operators in a market dominated by larger players. The governance structure and financial transparency score lower, while governance demonstrates a good track record for both carriers. The effectiveness or independence of the board is less obvious, given the voting power of controlling shareholders. In addition, Sprint's group structure is a bit of an outlier as well, given its complexity. However, Sprint's Issuer Default Rating receives substantial tangible support from SoftBank and distinguishes Sprint from other 'B' category entities. Additionally, Fitch believes with the moderately strong operational and strategic ties, a moderate linkage exists between Sprint and SoftBank and notches up two from its stand-alone profile. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Post-paid gross addition share in the mid-teen range (based on Fitch estimates); -- Post-paid churn of approximately 1.7%-1.8%. -- Operating Income in the mid $2 billion range. -- Capital spending of approximately $3.6 billion. -- Modestly positive FCF. -- Total proceeds of up to $7 billion to be issued from the wireless spectrum-backed notes program. -- The recovery analysis assumes the enterprise value of Sprint is maximized in a going-concern scenario versus liquidation. Fitch contemplates a scenario in which a default may be caused by a substantial increase in the competitive wireless environment with materially higher churn where Sprint becomes very aggressive with promotional discounting to attract postpaid subscribers that materially pressures ARPU and lease billings, thus contributing to substantial operating deficits. -- Fitch assumes Sprint would receive a going-concern recovery multiple of 4x under a default scenario. The lower multiple reflects the loss in value of spectrum and securitization assets that have been carved out to raise debt funding. The 4x multiple is below the 5.5x median TMT emergence enterprise value (EV)/forward EBITDA multiple. -- Fitch's estimate of Sprint's cash EBITDA for the LTM period ending Dec. 31, 2017, is $5.2 billion versus the company- reported EBITDA of $10.8 billion. Fitch's cash EBITDA estimate makes several adjustments for installment billing, leased device including write-off charges, cash restructuring costs for exiting access/cell site leases and other sources/uses. This is the value upon which Fitch base the enterprise valuation of the company for recovery less a 20% discount to estimate a going concern EBITDA. -- Fitch supplements Sprint's EV with an additional $15.3 billion valuation for the remainder of Clearwire's spectrum portfolio after accounting for the SpectrumCo transaction. Fitch's spectrum valuation reflects the numerous factors and challenges that can significantly affect spectrum prices. As part of the analysis, Fitch used a benchmarking approach to estimate the value of spectrum based on prices observed in transactions of comparable assets, making adjustments where appropriate, combining comparable U.S. and international transactions. Fitch also considered a discounted cash flow valuation given the lack of direct 2.5 GHz spectrum transactions. -- For a more detailed discussion of the analysis used for Sprint's spectrum securitization, see the presale report, Sprint Spectrum Securitization, Series 2016-1 Class A Notes dated Jan. 26. 2017. -- Fitch assumes Sprint's secured revolving facility is to be fully drawn at the time of default and a 15% administrative claim through a restructuring. Based on Fitch's going concern EBITDA and recovery multiple, the post-reorganization enterprise value is approximately $27 billion. RATING SENSITIVITIES Fitch does not view an upgrade as likely at this time given the execution risk around its many initiatives. Future developments that may, individually or collectively, lead to a positive rating action include: -- Strong execution on improved long-term operating trends including cost structure, postpaid churn, net postpaid handset additions and net prepaid additions; -- Sustainable low-to-mid-single-digit revenue growth; -- Material FCF generation; -- The improved operating trends would drive financial results and debt reduction that exceed Fitch's current expectations. Future developments that may, individually or collectively, lead to negative rating action include: -- Changes in the level or the expectations for support from SoftBank that materially affects the operating and financial profile of Sprint; -- Lack of improvement or sustaining results in the operating metrics for gross addition share, churn, net post-paid additions, handset subscriber mix, and network operating performance that further degrades financial profile; -- Sustained operating deficits and lack of funding access that adversely affects liquidity. LIQUIDITY Sufficient Liquidity: Fitch expects Sprint will maintain at least 12 months of available liquidity, including borrowing capacity, to cover upcoming cash requirements. At the end of the third fiscal quarter of 2017 (Dec. 31), Sprint had approximately $10.8 billion of liquidity, including $4.6 billion of cash, $1.8 billion of availability on its $2 billion secured revolving facility due 2021 and $3.2 billion of unsecured credit facility commitment. The unsecured credit facility commitment will terminate upon the senior notes issuance, thus reducing total liquidity until the second tranche of spectrum-backed notes are issued. Sprint also has approximately $800 million availability for receivables/device financing and $400 million of availability under vendor financing agreements for purchases related to network equipment. In January 2018, Sprint fully repaid the Network LeaseCo debt of $454 million. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings to Sprint: -- Senior notes 'B+'/'RR4'. Fitch currently rates Sprint and its subsidiaries: Sprint Corporation -- IDR 'B+'; -- Senior notes 'B+'/'RR4'. Sprint Communications Inc. (SCI) -- IDR 'B+'; -- Secured revolving credit facility 'BB+'/'RR1'; -- Secured term loan B 'BB+'/'RR1'; -- 9.25% secured debentures due 2022 'BB+'/'RR1'; -- Junior guaranteed notes 'BB'/'RR2'; -- Senior notes at 'B+'/'RR4'. Sprint Capital Corporation -- Senior unsecured notes at 'B+'/'RR4'. Clearwire Communications LLC -- IDR at 'B+'; The Rating Outlook is Stable. SUNSET PARTNERS: Trustee's Sale of Assets to Brown Ribbon Okayed ---------------------------------------------------------------- Judge Joane N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorize the proposed private sale by Lynne Riley, the duly appointed Chapter 11 trustee of Sunset Partners, Inc. and Chapter 7 trustee of Bema Restaurant Corp., of the Debtors' right, title and interest in assets of the estate to Brown Ribbon Entertainment, LLC for $1.5 million. The sale is free and clear of all liens and interests. The Assets consist of (i) all Kinds Common Victualler Alcohol License (LN-2017-0337) and Common Victualler License (LN-2017-0238) issued by the Town of Brookline, Massachusetts ; (2) all of the Debtors' right, title and interest in the furniture, fixtures, equipment, inventory, and goodwill; (3) the non-exclusive right to use the trademarks, intellectual property and trade names of the Sunset Cantina restaurant; and (4) all of the Debtors' right to occupy the premises at 916 Commonwealth Avenue, Brookline, MA, pursuant to new leases to be negotiated with the premises landlord. The Court accepted final sealed bids by two parties. The highest bid was submitted by Brown Ribbon Entertainment, LLC in the amount of $1.5 million. The other bid was submitted by East Coast Tavern Group, Inc. in the amount of $1.1 million. In the event, Brown Ribbon Entertainment, LLC is unable to close, East Coast may close on the property. The Counsel to the Chapter 11 Trustee will submit a proposed order. About Sunset Partners Sunset Partners, Inc., is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, Massachusetts. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. Marc Berkowitz, president, signed the petitions. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., served as the Debtors' accountant. On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11 trustee to the Debtors. The Trustee retained Casner & Edwards LLP as counsel. TARTAN PINES: TANFL Seeks Appointment of Chapter 11 Trustee ----------------------------------------------------------- TANFL, LLC, filed a motion asking the U.S. Bankruptcy Court for the Middle District of Alabama for entry of an order appointing a Chapter 11 Trustee in the case of Tartan Pines Development Co., Inc. The motion is based upon the best interests of the Estate, and for cause, loss or diminution of value of the Estate, gross mismanagement and failure to operate the business. In further support hereof, TANFL provides the Affidavit of William Carr, Managing Member of TANFL. It is the contention of TANFL that a Chapter 11 Trustee should be appointed pursuant to Section 1104, Bankruptcy Code. TANFL contends that cause exists for the appointment of such Trustee based upon the incompetence or gross mismanagement of the affairs off the Debtor by current management after the commencement of the case. Further, TANFL contends that the protection and operation of a business as a golf course, and protection of the collateral subject to the Mortgage of TANFL, is in the best interest of all creditors and the Estate. TANFL asks the Court to appoint a Chapter 11 Trustee to take over all operations of the Debtor in order to comply with the Bankruptcy Code. Stated simply, the Debtor has not operated itself as a business and there is no likelihood of such profitable operation, while, instead, the Debtor destroys or otherwise diminishes the value of the collateral of TANFL and the assets of the Estate. A full-text copy of TANFL's Motion is available at: http://bankrupt.com/misc/almb17-11565-65.pdf About Tartan Pines Tartan Pines Development Co., Inc., is a real estate developer, which was incorporated in 1998 and is based in Enterprise, Alabama. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 17-11565) on Aug. 15, 2017, estimating its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. The petition was signed by Robert Bishop, its director. Judge William R. Sawyer presides over the case. TD MANUFACTURING: Proposes Auction Sale of Equipment ---------------------------------------------------- TD Manufacturing, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of auction procedures in connection with the sale of (i) Quick tech TT42 multi axis turn/mill center lathe system with Mitshubishi CNC control with all cutting tooling, collets, accessories; and (ii) J&L optical comparator with all tooling, and accessories that belong with said comparator, to the highest bidder. The Debtor is a metal fabrication and powder coating business operating in the Greeley area. It has received multiple offers from interest buyers to purchase the Equipment. The competing bids have been received as follows: a. Ron Rolle, and insider of the Debtor, offered to purchase the Equipment for $2,300 plus all legal fees and costs associated with the sale efforts. b. AME, Inc. offered to purchase the Equipment for $8,400 plus the $2,000 for legal fees and costs associated with the sale efforts. c. Black Mountain Manufacturing, LLC has offered to purchase the Equipment for $10,000 plus the $2,000 for legal fees and costs associated with the sale efforts. Given the competing interest in the Equipment, the Debtor believes the most efficient means to maximize the value of the Equipment is to hold an auction with those Potential Bidders who are interested in an auction procedures. Given apparent value of the Equipment, the Debtor proposes these auction procedures in an effort to maintain costs in proportion to the value of the Equipment: a. The Debtor will provide a conference call line for those parties interested in participating in the auction and those creditors interested in listing to the auction. b. The auction will be conducted at a mutually accepted date and time to the Potential Bidders and the Debtor, but not later than 30 days from an order approving the Motion. If the parties cannot agree on a date and time, then the Debtor will select the date and time. c. At the commencement of the auction, the Debtor will announce which bid listed is the starting bid. d. Any subsequent bid will increase the consideration received by $500. e. The Debtor will within one business day select the highest and best bid from the auction. f. The winning bidder will within three business days execute an agreement to purchase the Equipment, failing which the next highest bid will be deemed the highest bid and will have three business days to execute the appropriate agreement. g. The Debtor will file a notice of auction results attaching the executed agreement, which will be deemed approved by this Court and the Debtor may proceed to a closing. h. The proposed auction procedures provide a cost efficient means of realizing the highest and best return for the Equipment. The Equipment is encumbered by the secured claims of (i) Colorado Lending Source and (ii) TBK Bank. The Debtor asks authorization to sell the Equipment free and clear of liens, claims and encumbrances and other interests. It believes it can obtain the consent of any valid lien holders. The sale proceeds will be used to satisfy all sale and closing cost, including all legal fees, and then liens, claims and encumbrances upon the Equipment in the order of their priority to the extent proceeds exist. A copy of the proposed form of APA attached to the Motion is available for free at: http://bankrupt.com/misc/TD_Manufacturing_152_Sales.pdf AME can be reached at: AME, INC. 5770 Clarkson St. Denver, CO 80401 About TD Manufacturing Based in Greeley, Colorado, TD Manufacturing LLC -- http://www.t-dmanufacturing.com/-- operates a metal manufacturing and powder coating shop that specializes in plasma table cutting, welding, sand blasting, and powder coating. TD Manufacturing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14243) on May 9, 2017. In the petition signed by Luke Yockim, manager, the Debtor disclosed $286,671 in assets and $1.40 million in liabilities. The case is assigned to Judge Michael E. Romero. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. On Sept. 7, 2017, the Court appointed Dickensheet & Associates, Inc., as auctioneer to the Debtor. TEDDY PARKER: Court Won't Dismiss Trustee's Clawback Suit --------------------------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse entered an order denying the defendants' motion to dismiss the adversary proceeding captioned VICTORIA STONE PARKER MARGARET WESTBROOK, Plan Trustee, AND RREF BB ACQUISITIONS, LLC, Plaintiffs, v. TEDDY DALE PARKER, VICTORIA STONE PARKER, PARKER MANUFACTURING 2, LLC, AND PARKER MANUFACTURING, INC. Defendants, Adv. Pro. No. 17-00007-8-SWH (Bankr. E.D.N.C.). The motion was filed by Teddy Dale and Victoria Stone Parker, Parker Manufacturing 2, LLC ("PM2"), and Parker Manufacturing, Inc. ("PMI") on Oct. 10, 2017, The Plaintiffs initiated the adversary proceeding on Sept. 8, 2017. In the complaint, they allege three primary causes of action: (1) breach of the Note and Plan for failure to make all payments as required by the Plan's Trust Agreement; (2) piercing of the corporate veil as to PMI and PM2 to permit the Plan Trustee to recover corporate assets; and (3) avoidance of a fraudulent transfer of an office building in Robeson County, North Carolina from the Debtors to PM2 in December of 2014. In the motion, the Parkers request dismissal of the adversary proceeding based on Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). The Parkers do not contest the Plan Trustee's standing to bring claims and concede that nothing precludes the Plaintiffs from bringing their claims in state court. However, the Parkers contend that the bankruptcy court lacks subject matter jurisdiction over the Plaintiffs' three causes of action. In addition, the Parkers assert that if the court has subject matter jurisdiction, the Plaintiffs nonetheless failed to state claims upon which relief could be granted, such that the adversary proceeding must be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(6). Subject matter jurisdiction cannot be conferred upon a court by express language contained in a chapter 11 plan, consent of the parties, or any other agreement. While an agreement's retention of jurisdiction clause may indicate the intent of the parties, such a clause is not controlling. Similarly, subject matter jurisdiction cannot be unilaterally created by a bankruptcy court, as a bankruptcy court's jurisdiction is limited to the three categories delineated by statute. In this case, the parties agreed to a Jurisdiction Retention Clause in the Trust Agreement. While this is potentially indicative of their intent to resolve disputes regarding the Trust Agreement in the bankruptcy court, it fails to independently create subject matter jurisdiction. As a result, it is necessary for the court to consider whether the Plaintiffs' claims "arise under," "arise in," or are "related to" Title 11 such that subject matter jurisdiction over the claims exists. In contending that the court lacks "arising in" jurisdiction, the Parkers rely upon the analysis and holding of In re Ohnmacht, in which the bankruptcy court declined to find "arising in" jurisdiction over claims for breach of a chapter 11 plan and tortious interference. This reliance is misplaced, as the facts of the present case are readily distinguishable from those of Ohnmacht. The Plaintiffs' claims did not merely coincide with the Parkers' chapter 11 bankruptcy, nor do they have a "practical existence" outside of the bankruptcy. Rather, the claims were borne out of and created by a specific instrument executed in connection with the bankruptcy. Simply put, the claims would not exist had the Parkers not filed for relief under chapter 11. It is also noteworthy that the Trust Agreement regulates the Parkers' relationship with two classes of creditors: Classes 8 and 18. The creation of this dual agency is also dependent upon the bankruptcy. The Second Amended Plan and Trust Agreement created and anticipated the causes of action before the court. As a result, the court finds that it has "arising in" jurisdiction over the Plaintiffs' claims. Finally, in order to avoid a fraudulent transfer under North Carolina General Statute section 39-23.4, a plaintiff must establish the following: (1) a debtor made a transfer or incurred an obligation and (2) with actual intent to hinder, delay, or defraud a creditor or without receiving a reasonably equivalent value in exchange. Here, the facts alleged in the complaint, taken as true, amount to far more than a "formulaic recitation of the elements" of a fraudulent transfer. The Plaintiffs' complaint contains detailed facts to support each legal element, including identification of the parties, dates, and property at issue, details regarding the transfer transaction, and other material facts. Taken together, the complaint presents a plausible claim for relief supported by law, as required by Twombly and Iqbal. Based upon the contents of the complaint, the court finds that the Plaintiffs' claim for relief regarding avoidance of a fraudulent transfer is plausible on its face and satisfies Federal Rule of Civil Procedure 8(a)(2). A copy of the Court's Order dated Feb. 6, 2018 is available at https://is.gd/DCm9jV from Leagle.com. Margaret Westbrook, Parker Plan Trustee, Plaintiff, represented by Terri L. Gardner -- terri.gardner@nelsonmullins.co m -- Nelson Mullins Riley & Scarborough, LLP. Teddy Dale Parker, Defendant, represented by William H. Kroll , Stubbs & Perdue, P.A. Teddy Dale Parker filed for chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 12-05848) on August 10, 2012. THINK FINANCE: Bid to Transfer CFPB Suit to Texas Court Rejected ---------------------------------------------------------------- Plaintiff Consumer Financial Protection Bureau commenced the action captioned CONSUMER FINANCIAL PROTECTION BUREAU, Plaintiff, v. THINK FINANCE, LLC, formerly known as Think Finance, Inc., Defendants, Case No. CV-17-127-GF-BMM (D. Mont.) on Nov. 15, 2017. The Complaint alleges four violations of the Consumer Financial Protection Act. Defendant Think Finance, LLC filed a motion seeking an order transferring the action to the U.S. District Court for the Northern District of Texas. Think Finance sought the transfer with the understanding that the U.S. District Court would refer the matter to the U.S. Bankruptcy Court for the Northern District of Texas. Upon review, District Judge Brian Morris denied the motion to transfer venue. Think Finance primarily relied on the specter of inconsistent decisions to support its argument that transfer of the case to the Bankruptcy Court would serve the interest of justice. Think Finance pointed to the three weeks that elapsed between its filing of the bankruptcy action on Oct. 23, 2017, and CFPB's filing of the instant regulatory action on November 15, 2017. Think Finance contended that this three-week period means that the Bankruptcy Court may decide some common issues first. Think Finance suggested that rulings by the Bankruptcy Court would require CFPB to "withdraw its claims with respect to" such issues to avoid the risk of inconsistent rulings. Think Finance further warned that peremptory rulings by the Bankruptcy Court could "effectively render this proceeding moot as to the monetary relief sought against the debtors." This line of argument fails to persuade the Court. Think Finance further argued that potential witnesses from Plain Green may reside outside the subpoena power of this Court due to concerns of tribal sovereign immunity. The case involves three Tribal Lenders located in Montana, Oklahoma, and Louisiana. Think Finance conceded at oral argument that this potential impediment could exist, too, in the Northern District of Texas. The Court determines that the convenience of a few indemnified witnesses formerly employed by Think Finance in Dallas, Texas fails to establish that the Northern District of Texas would serve as the best venue to resolve this case. The Court declines to exercise its discretion pursuant to section 1412 to transfer this case to the Northern District of Texas. A copy of Judge Morris' Order dated Feb. 6, 2018 is available at https://is.gd/mTywW2 from Leagle.com. Consumer Financial Protection Bureau, Plaintiff, represented by Vanessa Buchko -- Vanessa.Buchko@cfpb.gov -- CONSUMER FINANCIAL PROTECTION BUREAU & Benjamin Vaughn , CONSUMER FINANCIAL PROTECTION BUREAU. Think Finance, LLC, formerly known as Think Finance, Inc., Defendant, represented by Leo S. Ward -- leow@bkbh.com -- BROWNING KALECZYC BERRY & HOVEN & Thomas M. Hefferon -- thefferon@goodwinlaw.com -- GOODWIN PROCTER, pro hac vice. About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate more than 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and American Legal Claims Services, LLC, as claims and noticing agent. On Nov. 2, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cole Schotz P.C. is the Committee's bankruptcy counsel. TMTR HOLDINGS: Taps Culhane Premier as Real Estate Broker --------------------------------------------------------- Culhane Premier Properties received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Culhane Premier Properties as real estate broker. The firm will assist the Debtor in the sale of a condominium unit located at the Alteza Residences, 610 E, Market Street, Unit 3106, San Antonio, Texas. Culhane Premier will get a 7% commission from the sale of the property, which is to be listed for the amount of $949,900. Tracy Binney, a real estate broker employed with Culhane Premier, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: Tracy Binney Culhane Premier Properties 1370 Pantheon Way, Suite 290 San Antonio, TX 78232 Phone: (979) 422-7978 Email: tracy@culhaneproperties.com About TMTR Holdings TMTR Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52797) on Dec. 5, 2017. Judge Craig A. Gargotta presides over the case. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. The Debtor tapped William R. Davis, Jr., Esq. at Langley & Banack, Inc. as its legal counsel. TOPS HOLDING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Tops Holding II Corporation dba Orchard Fresh dba Orchard Fresh Gift Card Company dba P&C dba P&C Foods dba P&C Foods & Pharmacy dba P&C Fresh dba P&C Fresh Foods and Pharmacy dba P&C Fresh Market dba P&C Fresh Market & Pharmacy dba P&C Market dba Quality Fresh Market dba Quality Markets dba Tops dba Tops Deli Bakery Meat dba Tops Deli Cafe Bakery dba Tops Finer Foods dba Tops Food & Pharmacy dba Tops Food Market dba Tops Friendly Markets dba Tops Gift Card Company dba Tops International dba Tops Markets dba Tops Super Food Center dba Tops Supercenter 6363 Main Street Williamsville, NY 14221 Type of Business: Tops Markets, LLC is headquartered in Williamsville, New York and operates 169 full- service supermarkets with five additional by franchisees under the Tops banner. Tops supermarkets offer grocery, produce, frozen, dairy, meat, floral, seafood, health and beauty care, general merchandise, deli, prepared foods and bakery goods. As of the Petition Date, 54 supermarkets offer pharmacy services, 58 supermarkets have onsite or nearby fuel stations, and 44 supermarkets have in-store banks. Tops employs more than 14,000 associates and serves the New York, Northern Pennsylvania, and Western Vermont markets. For more information about Tops Markets, visit the Company's Web site at www.topsmarkets.com. Chapter 11 Petition Date: February 21, 2018 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Tops Markets, LLC 18-22277 Tops MBO Corporation 18-22278 Tops Holding II Corporation 18-22279 Tops Holding LLC 18-22280 Tops Markets II Corporation 18-22281 Tops PT, LLC 18-22282 Tops Gift Card Company, LLC 18-22283 Erie Logistics LLC 18-22284 TM1, LLC 18-22285 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtors' Counsel: Sunny Singh, Esq. Ray C. Schrock, P.C. Stephen Karotkin, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue, New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: sunny.singh@weil.com ray.schrock@weil.com stephen.karotkin@weil.com Debtors' Investment Banker: EVERCORE GROUP L.L.C. 55 East 52nd Street 35th Floor New York, New York 10055 Debtors' Financial Advisor: FTI CONSULTING, INC. 227 West Monroe, Suite 900 Chicago, IL 60606 Debtors' Real Estate Advisor: HILCO REAL ESTATE, LLC 5 Revere Drive Suite 320, Northbrook, Illinois 60062 Debtors' Claims, Noticing & Solicitation Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC 777 Third Avenue, 12th Floor, New York, New York 10017 Web site: http://dm.epiq11.com/#/case/TOP Total Assets: $977 million as of December 30, 2017 Total Liabilities: $1.17 billion as of December 30, 2017 The petition was signed by David Langless, chief financial officer. A full-text copy of Tops Holding II's petition is available at: http://bankrupt.com/misc/nysb18-22279.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association 9.00% Notes Due $70,734,650 c/o Thompson Hine LLP 2021 (OpCo) Attn: Elizabeth Frayer 335 Madison Avenue, 12th Floor New York, NY 10017‐4611 335 Madison Avenue, 12th Floor New York, NY 10017‐4611 Tel: (212) 908‐3973 Fax: (212) 344‐6101 Email: Elizabeth.Frayer@ThompsonHine.com C&S Wholesale Trade Debt $54,718,870 c/o Landis Rath & Cobb LLP Attn.: Richard S. Cobb 919 Market Street Wilmington, DE 19801 Tel: (302) 467‐4430 Email: cobb@lrclaw.com U.S. Bank National Association 8.75% Notes $8,748,058 c/o Thompson Hine LLP Due 2018 Attn.: Elizabeth Frayer (HoldCo) 335 Madison Avenue, 12th Floor New York, NY 10017‐4611 Tel: (212) 908‐3973 Fax: (212) 344‐6101 Email: Elizabeth.Frayer@ThompsonHine.com Topco Trade Debt $7,800,000 Attn.: Andrew J. Broccolo 150 Northwest Point Boulevard Elk Grove Village, IL 60007‐1015 Tel: (847) 329‐3360 Email: abroccolo@topco.com UFCW Local One Health & Welfare Fund Benefits- $3,080,400 c/o Slevin & Hart, P.C. Related Attn.: Sharon M. Goodman 1625 Massachusetts Ave. N.W. Suite 450 Washington, DC 20036 Tel: (202) 797‐2205 Email: sgoodman@slevinhart.com Frito‐Lay Inc. Trade Debt $2,952,006 Att.: James Simms 7075 Samuel Morse Dr. Suite 240 Columbia, MD 21046 Tel: (410) 423‐6001 Email: james.simms@pepsico.com United Natural Foods Trade Debt $2,530,309 Attn.: JJ Cantrell P.O. Box 706 Keene, NH 03431 Tel: (864) 918‐0097 Email: jcatrell@unfi.com Coca‐Cola Trade Debt $2,353,543 c/o Coca‐Cola Bottling Company of Northern New England, Inc. Attn.: Andy Marchesseault P.O. Box 419784 Boston, MA 02241‐9784 Tel: (603) 391‐4887 Email: amarchesseault@ccnne.com Pepsi Trade Debt $1,957,627 c/o Pepsi Bottling Group Grocery Attn.: Bill Larrabee P.O. Box 75960 Chicago, IL 60675‐5948 Tel: (518) 588‐5948 Email: william.larrabee@pepsi.com Upstate Niagara Cooperative, Inc. Trade Debt $1,501,781 Attn.: Mark A. Serlng 25 Anderson Road Buffalo, NY 14225 Tel: (585)‐329‐9436 Email: mserling@upstateniagara.com Attn: Pat Weed 25 Anderson Road Buffalo, NY 14225 Tel: (716) 892-3156 x2562 Email: pweed@upstateniagara.com Mondelez Global LLC Trade Debt $1,454,995 Attn.: Angela Gray P.O. Box 70064 Chicago, IL 60673‐0064 Tel: (412) 398‐6624 Email: angela.gray@mdlz.com Sure Winner Foods Trade Debt $1,371,652 Attn.: Paul Godin 2 Lehner Road Saco, ME 04072 Tel: (207) 282‐1258 x1255 Email: paul.godin@myswfoods.com DXC Technology Services LLC Trade Debt $1,094,383 Attn. William L. Deckelman Jr. 1775 Tysons Blvd. Tysons, VA 22102 Phone: (703)245‐4585 Email: wdeckelman@csc.com Attn.: Jim Lewis c/o Hewlett Packard Enterprise Office of the General Counsel 5400 Legacy Drive Plano, TX 75024 Phone: (717) 773‐5389 Phone: (404) 774‐4443 Email: james.lewis5@dxc.com Stroehmann Bakeries, L.C. Trade Debt $1,084,190 Attn.: Keith Smith P.O. Box 644254 Pittsburgh, PA 15264‐4254 Phone: (704) 756‐6552 Email: ksmith@bbumail.com Wright Beverage Distributing Trade Debt $1,066,346 Attn.: Jeri Rippon 3165 Brighton Henrietta, Town Line Road Rochester, NY 14623 Phone: (585) 424‐9613 Email: jrippon@wrightbev.com Kreher's Farm Fresh Eggs LLC Trade Debt $875,565 Attn.: Jamey Payne 5411 Davison Road P.O. Box 410 Clarence, NY 14031‐0410 Phone: (716) 759‐6802 Email: jameypayne@krehereggs.net Supermarket Management Contract Unliquidated c/o Duke, Holzman, Photiadis & Gresens LLP Attn.: Robert Bencini 701 Seneca Street, Suite 750 Buffalo, NY 14210 Phone: (716) 855‐1111 Email: rlbencini@dhpglaw.com Anthony Dimino Contract Unliquidated c/o Phillips Lytle LLP One Canalside Attn.: David J. Murray 125 Main Street Buffalo, NY 14203‐2887 Phone: (716) 847‐5453 Email: DMurray@phillipslytle.com UFCW Local One Pension Fund Benefits Unliquidated c/o Slevin & Hart, P.C. Attn.: Sharon M. Goodman 1625 Massachusetts Ave. N.W. Suite 450 Washington, DC 20036 Phone: (202) 797‐2205 Email: sgoodman@slevinhart.com NYS Teamsters Conference Benefits Unliquidated Pension & Retirement Fund c/o Groom Law Firm Attn.: Mark Nielsen 1701 Pennsylvania Avenue, N.W. Washington, DC 20006 Phone: (202) 861‐5429 Email: mnielsen@groom.com TOPS HOLDING: Files Ch.11, Has $265M DIP Loans from BofA et al. --------------------------------------------------------------- Tops Markets, LLC on Feb. 21, 2018, said it is pursuing a financial restructuring to eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. To implement the financial restructuring, the Company elected to file for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. Tops is working cooperatively with certain holders of more than 65% of its Senior Secured Notes due 2022 and is continuing constructive discussions. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of December 30, 2017. Tops has received a commitment for: $125,000,000 debtor-in-possession (DIP) term loan financing facility from certain noteholders and $140,000,000 DIP asset based revolving loan from Bank of America, N.A., which are expected to support the Company's continued operations during the court-supervised restructuring process. "Tops has built strong market share and our stores continue to distinguish themselves by offering quality products at affordable prices with superior customer service," said Frank Curci, Chief Executive Officer of Tops. "We believe the financing that we received from our noteholders is a vote of confidence in our business. Our operations are strong and we have an outstanding network of stores and a talented team to support them. We are now undertaking a financial restructuring, through which we expect to substantially reduce our debt and achieve long-term financial flexibility. This will enable us to invest further in our stores, create an even more exceptional shopping experience for our customers and compete more effectively in today's highly competitive and evolving market." Mr. Curci continued, "We are continuing to provide our customers the convenience, savings and friendly service that they expect from us. Our priorities, values and commitments to our customers and our communities will not change. On behalf of everyone at Tops, we thank our customers for their continued support and look forward to ensuring that their every need is met. I also want to thank our 14,262 employees and associates for their continued hard work and dedication." Tops stores across the Company's portfolio in Upstate New York, Northern Pennsylvania and Vermont are continuing to serve customers with no impact to day-to-day operations. The Company fully expects operations to continue as normal throughout this financial restructuring process. The Company has filed a number of customary motions seeking court authorization to continue to support its business operations during the court-supervised restructuring process, including the continued payment of employee wages and benefits without interruption. The Company intends to pay vendors and suppliers in full under normal terms for goods and services provided after the filing date of February 21, 2018. Tops expects to receive court approval for all of these requests. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Management fees and other costs associated with the buyouts in 2007 and 2013 have contributed to the chain's debt, said Antony Karabus, chief executive officer of HRC Retail Advisory, according to Elizabeth Doran, writing for Syracuse.com. "Eventually the only way to deal with that is to restructure your debt," Mr. Karabus said, according to the report. "Tops is a good company with a good reputation. Their main issue is that debt." Weil, Gotshal & Manges LLP is serving as legal counsel to Tops, Evercore is serving as Investment Banker and FTI Consulting, Inc. is serving as restructuring advisor. About Tops Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. TRACY CLEMENT: Trustee Selling 17 Tracts for $10 Million -------------------------------------------------------- Phillip L. Kunkel, Chapter 11 Trustee for Tracy John Clement, asks the U.S. Bankruptcy Court for the District of Minnesota to authorize him to sell the following 17 tracts (i) Parcel 1: 137 Acres located in Fillmore County, Minnesota to Wharton Farms for $467,513; (ii) Parcel 2: 19 acres in Fillmore County, Minnesota to Wharton Farms for $257,250; (iii) Parcel 3: 40 acres in Fillmore County, Minnesota to Thatcher Properties for $277,200; (iv) Parcel 4: 80 acres in Fillmore County, Minnesota to David Henderson for $634,200; (v) Parcel 5: 76.28 acres in Fillmore County, Minnesota to David Finnegan $574,674; (vi) Parcel 6: 7: 39 acres in Mower County, Minnesota to Grafe Properties for $401,825; (vii) Parcel 250 acres in Mower County Minnesota to Wharton Farms for $1,942,500; (viii) Parcel 8: 74.80 acres in Mower County, Minnesota to Wharton Farms $591,000; (ix) Parcel 9: 64 acres in Mower County, Minnesota to Wharton Farms $497,280; (x) Parcel 10: 144.15 acres in Mower County, Minnesota to Oehlke Farms for $1,241,132; (xi) Parcel 11: 200 acres in Mower County, Minnesota to Wharton Farms $1,575,000; (xii) Parcel 12: 150 acres in Mower County, Minnesota to Daryl Boehm for $1,204,875; (xiii) Parcel 13: 65 acres in Howard County, Iowa to Joe Pisney for $191,000; (xiv) Parcel 14: 31.41 acres in Howard County, Iowa to David Finnegan for $65,961; (xv) Parcel 15: Grain Handling Facility in Jerauld County, South Dakota to Rolling Hills Equipment for $226,000; (xvi) Parcel 16: 5 acres in Jerauld County, South Dakota to James VanDyke for $23,520; and (xvii) Parcel 17: Fertilizer/Fuel Station in Jerauld County, South Dakota to Lincoln Langerock for $17,955. A hearing on the Motion is set for Feb. 21, 2018 at 9:30 a.m. The objection deadline is Feb. 16, 2018. By his Sale Motion, the Trustee sought an order of the Court granting his motion to sell real property free and clear of liens, encumbrances and other interests. On Dec. 6, 2017, the Court granted the relief requested in the Sale Motion. Pursuant to the Sale Order, the Trustee, through his duly employed auctioneers, Steffes Group, Inc., conducted an auction on Jan. 25, 2018 of the real property described in the Sale Order. The real property was sold in 17 separate tracts as specifically set forth in the marketing materials for the Auction which have been filed with the Court by the Trustee in conjunction with the Auction Report. The legal descriptions for each of the Auction Tracts, and the liens and encumbrances for each of the Auction Tracts are set forth in Exhibits A-1 through A-17. A copy of the Exhibits A-1 through A-17 attached to the Motion is available for free at: http://bankrupt.com/misc/Tracy_Clement_656_Sales.pdf At the conclusion of the Auction, the Trustee executed Purchase Agreements for the high bidders of each of the Auction Tracts. Pursuant to the Sale Order, the Trustee has filed with the Court the Auction Report setting forth the results of the Auction, identifying the high bidders for each of the Auction Tracts and the proposed sales prices for each of the Auction Tracts. The Trustee asks expedited relief because the closing of the sales of the Auction Tracts is critical so as to permit the Buyers ample time to finalize financing, enroll the purchased property in federal farm support programs for the 2018 crop year, and otherwise make arrangements for the cultivation of the tillable land included in the Auction Tracts for the 2018 crop year. The Sale Order provided the Debtor with certain rights of first refusal pursuant to the terms of the Memorandum of Understanding by and among the Debtor, the official committee of unsecured creditors, and certain secured creditors and approved by the Court by an order entered on March 20, 2017. The filing of the Auction Report began the running of the period of time within which the Debtor may exercise his rights of first refusal as set forth in the Sale Order. The Debtor has exercised his rights of first refusal with respect to Parcels 4 and 5 ("ROFR Auction Tracts"). By the Motion, the Trustee asks authority to (1) consummate the sales of the ROFR Auction Tracts to the Debtor pursuant to the terms of the Sale Order, provided all sales to the Debtor based upon the exercise of his rights of first refusal must be consummated on 65 days following the filing of the Auction Report, or April 2, 2018; and (2) consummate the sales of the balance of the Auction Tracts to the Buyers. The Trustee also asks authority to consummate the sale of any ROFR Auction Tracts with the high bidders identified in the Motion without the need for further action or order of the Court should the Court not approve any sale to the Debtor based upon the exercise of the Debtor's rights of first refusal or if the Debtor fails to consummate the purchase and sale of any of the ROFR Auction Tracts on or before the ROFR Closing Date. The Trustee asks authority and direction to sell and transfer each of the Auction Tracts free and clear of all liens and encumbrances. All liens, encumbrances, and other interests against any of the Auction Tracts or ROFR Auction Tracts will attach to the proceeds of the sale of each such Auction Tract or ROFR Auction Tract. The proceeds of the liquidation of the Auction Tracts and the ROFR Auction Tracts will be distributed to the Trustee. After the payment of the costs and expenses of sale, the Trustee may, upon further order of the Court, distribute such proceeds to the holders of secured claims against such property, if any, in accord with applicable nonbankrtupcy law, with the balance retained by the Trustee for the benefit of the estate. Finally, the Trustee asks the Court to waive the 14-day stay of the Order granting the Motion otherwise required under Fed. R. Bankr. P. 6004(h) to make it effective immediately. About Tracy John Clement Tracy John Clement sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11, 2016. The Debtor tapped James C. Brand, Esq., at Fredrikson & Byron PA, as counsel. On May 3, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter 11 Trustee for the Debtor. The attorneys for the Trustee are: Abigail M. McGibbon, Esq. P. Jason Thibodeaux, Esq. Abigail M. McGibbon, Esq. GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. 500 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: 612-632-3484 Fax: 612-632-4000 E-mail: jason.thibodeaux@gpmlaw.com abigail.mcgibbon@gpmlaw.com The Trustee retained Steffes Group, Inc., as auctioneer. WALL ST. RECYCLING: Joint Venture Litigation Delays Plan Filing --------------------------------------------------------------- Wall St. Recycling L.L.C. asks the U.S. Bankruptcy Court for the Northern District of Ohio to further extend through Aug. 15, 2018, the exclusive period during which only the Debtor can file a plan of reorganization. The Debtor also wants to extend to 60 days following the plan proposal period the time for the Debtor to solicit acceptance of the plan. The Court extended the Debtor's exclusive periods to file a plan of reorganization through and including Feb. 14, 2018, and to solicit acceptances for the plan through and including April 15, 2018. Notwithstanding making strident progress towards the ability to propose a plan of reorganization, the Debtor requires additional time to formulate the terms and parameters of a feasible plan. The Debtor seeks an order further extending the Plan Proposal Period to the earlier of: (i) Aug. 15 or (ii) 45 days after the settlement or other resolution on the merits of the JV Litigation. The Debtor is engaged in two significant pieces of litigation. The first case relates to the Debtor's interest in a joint venture called JV Iron and Metal, LLC, and involves a myriad of claims that the joint venture members assert against one another, including claims for breach of contract and breach of fiduciary duty. The second case involves a dispute among the Debtor and its equity holders. The Debtor is actively engaged in negotiations that, it hopes, will generate a consensual resolution to both cases. Rather than submit a plan that contains multiple contingencies pending these discussions, the Debtor instead seeks a further extension of the periods during which it has the exclusive right to file and seek acceptance of a plan. The Debtor submits that the requested extensions are appropriate given the posture of the cases and the ongoing settlement discussions. Further, the Cawley Parties (the counter parties in the JV Litigation) consent to the requested extension and counsel for Michael Ambrose (the counter party in the Member Litigation) has indicated that Mr. Ambrose will not oppose the requested extension. Since the initial extension of the Exclusive Periods, the Debtor has made significant progress in its reorganization efforts and its ability to confirm a plan. Specifically, the Debtor has retained professionals to perform appraisals of its machinery, equipment, real estate and the business enterprise as a whole. The Debtor also is working to resolve one of the biggest impediments to plan confirmation -- resolution of the JV Litigation. Although the Debtor continues to dispute the merits of the Cawley Parties' claims, it recognizes that a reasonable settlement of the litigation would be in the best interests of the estate. To that end, the Debtor and the Cawley Parties have agreed to mediation before Judge Harris, with an eye towards a global resolution of the parties' claims against one another. Resolution of the JV Litigation (and any other claims of the Cawley Parties) will significantly streamline the plan process and promote a more likely opportunity to resolve the Member Litigation. Finally and equally important, the filed monthly operating reports demonstrate that the Debtor continues to run a thriving and profitable business post-petition. The Debtor says that since virtually day one of this case, it has been balancing the time-consuming litigation with managing its Chapter 11 case. This process has moved along as quickly as reasonably possible; however, the Debtor requires additional time to propose a plan of reorganization and expects to be in an optimal position to propose a plan in the near future. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ohnb17-51701-315.pdf About Wall St. Recycling Wall St. Recycling, LLC -- http://wallstreetrecycling.com/-- is a buyer and seller of ferrous and nonferrous scrap metals including copper, aluminum, brass, stainless, cast, iron and steel. Founded in 2000 as a small nonferrous yard located in Ravenna, Ohio, it has grown steadily over the years into a full service recycling company. Its facility is open to the public with unloading assistance available if needed. John Joseph, Robert Murray and Michael Ambrose each owns 33.33% of the company. Wall St. Recycling L.L.C., aka Wall Street Recycling LLC, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-51701) on July 19, 2017. In the petition signed by Robert Murphy, member, the Debtor estimated assets and liabilities ranging between $1 million and $10 million. Judge Alan M. Koschik signed the petition. Marc B. Merklin, Esq., Kate M. Bradley, Esq., and Bridget A. Franklin, Esq., at Brouse McDowell, LPA, serve as the Debtor's bankruptcy counsel. WALL STREET THEATER: Taps Green & Sklarz as Legal Counsel --------------------------------------------------------- Wall Street Theater Company, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Green & Sklarz, LLC, as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; assist in the negotiation of financing agreements and related transactions; prepare a plan of reorganization; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates are: Eric Green $400 Jeffrey Sklarz $400 Mark Sklarz $485 Arnold Kapiloff $550 Shelby Wilson $400 Kenneth Rosenthal $325 Lisa Perkins $350 Jason Marsh $350 Kellianne Baranowsky $350 Lauren McNair $300 Evangeline Kliegman $275 Susan Lamar, CPA $250 Amanda Evans, EA $210 Staff Accountant $200 Paralegals $200 Legal Assistants $75 Jeffrey Sklarz, Esq., a member of Green & Sklarz, disclosed in a court filing that the firm and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lauren McNair, Esq. Green & Sklarz, LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: 203-285-8545 Fax: 203-306-3391 Email: lmcnair@gs-lawfirm.com - and - Jeffrey M. Sklarz, Esq. Green & Sklarz, LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: 203-285-8545 Fax: 203-823-4546 Email: jsklarz@gs-lawfirm.com About The Wall Street Theater The Wall Street Theater, listed in the National Register of Historic Places, has re-emerged as a 501c3 non-profit organization, whose mission is to provide diverse programming and promote arts education, thereby enriching the cultural life of the greater Norwalk community. The Wall Street Theater -- https://www.wallstreettheater.com/ -- adopts its moniker from its location and its mission from its history, combining live shows, interactive entertainment, cinema, digital production, art space and a community arena in which to play. Wall Street Theater Company, Inc., and affiliates Wall Street Master Landlord, LLC and Wall Street Managing Member, LLC filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 18-50132) on Feb. 4, 2018. In the petitions signed by Suzanne Cahill, president, the WS Theater Company and WS Master Landlord had $1 million to $10 million in assets and $10 million to $50 million in liabilities while WS Managing Member disclosed less than $50,000 in assets and $10 million to $50 million in liabilities. Judge Julie A. Manning is the case judge. The Debtor tapped Green & Sklarz, LLC, as its legal counsel. WC PRIME: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- WC Prime Investors, LLC 18-52904 1960 Spectrum Circle, Unit 100 Marietta, GA 30067 Worthington Georgia Holdings, LLC 18-52907 1960 Spectrum Circle, Unit 100 Marietta, GA 30067 Type of Business: The Debtors lease various real estate properties in Marietta, Georgia. Chapter 11 Petition Date: February 21, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Hon. Lisa Ritchey Craig Debtors' Counsel: Will B. Geer, Esq. WIGGAM & GEER, LLC Suite 225 333 Sandy Springs Circle, NE Atlanta, GA 30328 Tel: (678) 587-8740 Fax: (404) 287-2767 E-mail: wgeer@wiggamgeer.com Assets and Liabilities: Total Total Assets Liabilities ---------- ----------- WC Prime Investors $4,310,000 $4,430,000 Worthington Georgia $4,850,000 $4,930,000 The petitions were signed by Thomas Roberts, manager. A full-text copy of WC Prime Investors' petition, along with a list of six unsecured creditors, is available for free at http://bankrupt.com/misc/ganb18-52904.pdf A full-text copy of Worthington Georgia Holdings' petition, along with a list of five unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb18-52907.pdf WI-JON INC: Court Approves Amended Consolidated Plan Outline ------------------------------------------------------------ Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western District of Louisiana issued an order approving Wi-Jon, Inc. and affiliates' amended consolidated disclosure statement filed on Nov. 22, 2017 and amended on Feb. 9, 2018 referring to their proposed chapter 11 plans. March 21, 2018 is fixed as the last day for filing written acceptances or rejection of the Plan(s) and the last day for filing and serving written Objections to confirmation of the Plan(s). March 28, 2018 at 9:30 A.M. is fixed for the Hearing on Confirmation of the Plan(s). In the Wi-Jon and FFF plans, general unsecured claims are included in Class 4. There are two classes of general unsecured creditors in the FH plan: Class 4 includes Centric Federal Credit Union, which has no security interests in FH’s assets, and Class 5 includes all other unsecured claims. In the FH plan, Centric retains its liens and securities, co-obligors and guarantors until satisfied in full. Wi-Jon and FFF will pay the debts due to Centric under their plans. FH will make no monthly payments to Centric under its plan. In all of the Plans, these claims of general unsecured creditors will be paid in full by amortizing said claims in quarterly payments over a five-year period together with 2% interest from confirmation. The first payment will be due on the 15th day of the 4th month after confirmation. One of the primary means of implementing the Plans is by Wi-Jon liquidating its Wisner grocery store assets. The debtors anticipate that approximately $1,000,000 will be generated from this liquidation for application against the claims of Centric, reducing that creditor’s claims to approximately $3,500,000. The debtors have restructured all of their secured claims for Centric pursuant to the Extension Order and for Sabine State Bank pursuant to the order granting adequate protection to Sabine. The debtors have prepared their cash flow pro formas to demonstrate how they will be able to meet their obligations over the next several months, including the liquidation payments to Centric and the adequate protection and plan payments to Centric and Sabine. The debtors will have enough cash on hand on the effective date of the Plans to pay all the administrative claims and expenses that are entitled to be paid on that date. Further, the liquidation of Wi-Jon's Wisner grocery store operations will reduce the debt to Centric to about $3,500,000. Centric filed its Objection by Central Federal Credit Union to Proposed Debtors' Consolidated Disclosure Statement. Sabine State Bank also filed its Objection to Debtors' Consolidated Disclosure Statement. Both Centric and Sabine have chosen to add addenda to the Disclosure Statement to assert their claims and reservation of rights. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lawb17-80522-176.pdf Attorney for Centric Federal Credit Union: Paul Loy Hurd, Esq. A Professional Law Corporation 2483 Tower Drive, Suite 1 Monroe, LA 71201 Tel: 318.323.3838 Fax: 318.330.9390 Email: paul@paulhurdlawoffice.com SVP and General Counsel Sabine State Bank: John L. Whitehead, Esq. P. O. Box 1127 Natchitoches, LA 71458 Tel: (318) 352-5392 Fax: (318) 352-5394 About Wi-Jon, Inc. Headquartered in Jonesville, Louisiana, Wi-Jon, Inc., operates three grocery stores in Catahoula and Franklin Parishes, Louisiana. Headquartered in Colfax, Louisiana, Ford Fine Foods operates one grocery store in Grant Parish. Headquartered in Jonesville, Louisiana, Ford Holdings owns and leases a shopping center to third parties and an office building used by all debtors, all in Catahoula Parish, Louisiana. Wi-Jon, Ford's Fine Foods and Ford Holdings are co-makers on a note to Centric Federal Credit Union with a current balance of approximately $4,400,000. Centric holds a first lien and security interests in the assets of Wi-Jon and Ford's Fine Foods, including their real estate, furniture, fixtures, equipment, inventory and accounts receivable. Wi-Jon, Ford's Fine Foods and Ford Holdings sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-80522) on May 24, 2017. Quinon R. Ford, their president, signed the petitions. The Debtors estimated their assets and liabilities between $1 million and $10 million each. Judge John W. Kolwe presides over the cases. Rex D. Rainach, Esq., at Rex D. Rainach, A Professional Law Corporation, serves as the Debtors' bankruptcy counsel. No creditor's committee has been appointed. XCELERATED LLC: Has Until April 30 to Exclusively File Plan ----------------------------------------------------------- The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky has extended at the behest of Xcelerated, LLC, the Debtor's exclusive periods to file a plan of reorganization and to solicit acceptance of the plan through and including April 30, 2018, and June 26, 2018, respectively. As reported by the Troubled Company Reporter on Feb. 5, 2018, the Court temporarily extended the Debtor's exclusive plan filing period, which would otherwise expire on Jan. 29, 2018, pending the Court's ruling on the motion by further order following the required notice period and a hearing. A copy of the court order is available at: http://bankrupt.com/misc/kyeb17-20886-121.pdf About Xcelerated LLC Xcelerated, LLC -- http://www.xcelerated.com-- is a provider of data hygiene and data enhancement services including Black Book, Blue Book, C.A.R.S. and AutoVINdication. Xcelerated sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 17-20886) on June 29, 2017. In the petition signed by managing member Pam Lang, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The Hon. Gregory R. Schaaf presides over the case. Bingham Greenebaum Doll LLP is the Debtor's bankruptcy counsel. [*] U.S. Treasury Recommends Adding Chapter 14 to Bankruptcy Code ----------------------------------------------------------------- The U.S. Department of the Treasury released a report this week regarding its review and recommendations on the Orderly Liquidation Authority (OLA). The report responds to the Presidential Memorandum directing Treasury to propose recommendations to align OLA with the Core Principles for Financial Regulation and determine whether the Bankruptcy Code should be reformed to better enable resolution of financial companies. Treasury's recommendations ensure that taxpayers are protected by strengthening the bankruptcy procedure for a failed financial company and retaining OLA in very limited circumstances with significant reforms. "Treasury recommendations seek to ensure that our financial system is resilient while protecting taxpayers and promoting market discipline," said Secretary Steven T. Mnuchin. "The bankruptcy reforms that we propose will make the shareholders, management, and creditors of a financial company bear any losses from its failure. The policy of this Administration is clear: we will not tolerate taxpayer-funded bailouts." In the report, Treasury recommends a new Chapter 14 of the Bankruptcy Code for distressed financial companies. Treasury recommends significant reforms to make bankruptcy a more effective option for financial companies. The Chapter 14 framework would preserve the key advantage of the existing bankruptcy process -- clear, predictable, impartial adjudication of competing claims -- while adding procedural features tailored to the unique challenges posed by large, interconnected financial companies. These enhancements to the Bankruptcy Code would make the likelihood of having to use OLA even more remote. Since the bankruptcy of a large, complex financial company may not be feasible in some circumstances, Treasury also recommends retaining OLA as an emergency tool for use under extraordinary circumstances. Treasury recommends making significant reforms to the OLA process to eliminate opportunities for ad hoc disparate treatment of similarly situated creditors, reinforce existing taxpayer protections, and strengthen judicial review. The report -- available at no charge at https://home.treasury.gov/sites/default/files/2018-02/OLA_REPORT.pdf -- includes these five recommendations to reform OLA: (A) Treasury recommends eliminating the FDIC's authority to treat similarly situated creditors differently on an ad hoc basis. (B) Treasury recommends repeal of the tax-exempt status of the bridge company. (C) With respect to use of the Orderly Liquidation Fund (OLF), Treasury recommends, to the extent possible, that guarantees of private sector lending be used as opposed to direct loans, and that premium rates of interest or guarantee fees, as applicable, be charged to encourage a prompt return to reliance on private-sector credit markets. (D) Treasury recommends the backstop assessment be imposed as soon as reasonably possible if an OLF loan is not repaid. (E) Treasury recommends reforms to the judicial review provisions related to use of the OLA to provide additional assurance that the government's decision to appoint the FDIC as receiver of a financial company is the product of reasoned and well-supported analysis. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Mykel L Stephens and Alicia A. Stephens Bankr. W.D. Ark. Case No. 18-70310 Chapter 11 Petition filed February 7, 2018 represented by: Robert Conner, Esq. BRADY & CONNER, PLLC E-mail: aadrbk@gmail.com In re Vance Zachary Johnson Bankr. C.D. Cal. Case No. 18-10939 Chapter 11 Petition filed February 7, 2018 represented by: Robert P. Goe, Esq. GOE & FORSYTHE, LLP E-mail: kmurphy@goeforlaw.com In re Charles Langford Bankr. M.D. Ga. Case No. 18-50233 Chapter 11 Petition filed February 7, 2018 represented by: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. E-mail: wjboyer_2000@yahoo.com In re Jamey Jay Allen and Mary Elizabeth Allen Bankr. E.D. Mich. Case No. 18-20203 Chapter 11 Petition filed February 7, 2018 represented by: Edward J. Gudeman, Esq. GUDEMAN & ASSOCIATES, P.C. E-mail: ejgudeman@gudemanlaw.com In re Todd Tretsky Bankr. D.N.J. Case No. 18-12436 Chapter 11 Petition filed February 7, 2018 represented by: Brian L. Hoffman, Esq. HOFFMAN & HOFFMAN E-mail: brian@hoffman-hoffman.net In re DYMC, INC Bankr. D.N.J. Case No. 18-12488 Chapter 11 Petition filed February 7, 2018 See http://bankrupt.com/misc/njb18-12488.pdf represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN PC E-mail: alla@kachanlaw.com In re Kristina Martinez and Daniel Martinez Bankr. E.D.N.Y. Case No. 18-40703 Chapter 11 Petition filed February 7, 2018 represented by: LAWRENCE MORRISON, ESQ. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com In re AMGP Restaurant Corp. Bankr. E.D.N.Y. Case No. 18-40727 Chapter 11 Petition filed February 7, 2018 See http://bankrupt.com/misc/nyeb18-40727.pdf represented by: LAWRENCE MORRISON, ESQ. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com In re Yiannakis C. Ioannides and Anna T. Balash Bankr. E.D.N.Y. Case No. 18-40728 Chapter 11 Petition filed February 7, 2018 represented by: Phillip Mahony, Esq. E-mail: mahonylaw@outlook.com In re L & P Stair. Inc. Bankr. E.D.N.Y. Case No. 18-70821 Chapter 11 Petition filed February 7, 2018 See http://bankrupt.com/misc/nyeb18-70821.pdf represented by: Richard S. Feinsilver, Esq. E-mail: feinlawny@yahoo.com In re Lionshead Hospitality, LLC Bankr. N.D. Tex. Case No. 18-50036 Chapter 11 Petition filed February 1, 2018 See http://bankrupt.com/misc/txnb18-50036.pdf represented by: Max Ralph Tarbox, Esq. TARBOX LAW, P.C. E-mail: jessica@tarboxlaw.com In re 1st Advantage Home Care, Inc. Bankr. E.D. Ark. Case No. 18-10698 Chapter 11 Petition filed February 8, 2018 See http://bankrupt.com/misc/areb18-10698.pdf represented by: Joel Grant Hargis, Esq. NOLAN CADDELL REYNOLDS E-mail: jhargis@justicetoday.com In re Bernardo P. Gamboa and Lourdes M. Gamboa Bankr. N.D. Cal. Case No. 18-30142 Chapter 11 Petition filed February 8, 2018 represented by: Eric J. Gravel, Esq. LAW OFFICES OF ERIC J. GRAVEL E-mail: ecfmailnotices@gmail.com In re ELM LLC Bankr. D. Colo. Case No. 18-10875 Chapter 11 Petition filed February 8, 2018 represented by: Peter C. Forbes, Esq. In re VanMeter Contracting, Inc. Bankr. W.D. Ky. Case No. 18-10102 Chapter 11 Petition filed February 8, 2018 See http://bankrupt.com/misc/kywb18-10102.pdf represented by: Mark H. Flener, Esq. E-mail: mark@flenerlaw.com In re J & D Dairy, Inc. Bankr. E.D. Mich. Case No. 18-20218 Chapter 11 Petition filed February 8, 2018 See http://bankrupt.com/misc/mieb18-20218.pdf represented by: Edward J. Gudeman, Esq. GUDEMAN & ASSOCIATES, P.C. E-mail: ejgudeman@gudemanlaw.com In re 37B Sumner LLC Bankr. E.D.N.Y. Case No. 18-40740 Chapter 11 Petition filed February 8, 2018 See http://bankrupt.com/misc/nyeb18-40740.pdf represented by: Joshua Bronstein, Esq. E-mail: jbronsteinlaw@gmail.com In re Sharinn & Lipshie P.C. Bankr. E.D.N.Y. Case No. 18-70853 Chapter 11 Petition filed February 8, 2018 See http://bankrupt.com/misc/nyeb18-70853.pdf represented by: Heath S. Berger, Esq. BERGER, FISCHOFF & SHUMER, LLP E-mail: hberger@bfslawfirm.com In re Judge's Marine LLC Bankr. N.D.N.Y. Case No. 18-60150 Chapter 11 Petition filed February 8, 2018 See http://bankrupt.com/misc/nynb18-60150.pdf represented by: Woodruff Lee Carroll, Esq. WOODRUFF LEE CARROLL PC E-mail: carrollcarroll@carrolloffice.com In re BJ Mag & Sons Corp. Bankr. S.D.N.Y. Case No. 18-10326 Chapter 11 Petition filed February 8, 2018 See http://bankrupt.com/misc/nysb18-10326.pdf Filed Pro Se In re Alain Azoulay Bankr. C.D. Cal. Case No. 18-10423 Chapter 11 Petition filed February 9, 2018 represented by: Dana M. Douglas, Esq. E-mail: dmddouglas@hotmail.com In re Catherine Trinh Bankr. C.D. Cal. Case No. 18-11475 Chapter 11 Petition filed February 9, 2018 represented by: Alan W. Forsley, Esq. E-mail: alan.forsley@flpllp.com In re MBW Furniture, Inc. Bankr. N.D. Ga. Case No. 18-52296 Chapter 11 Petition filed February 9, 2018 See http://bankrupt.com/misc/ganb18-52296.pdf represented by: Scott B. Riddle, Esq. LAW OFFICE OF SCOTT B. RIDDLE, LLC E-mail: scott@scottriddlelaw.com In re Earl Rasheed Davis Bankr. E.D.N.Y. Case No. 18-40766 Chapter 11 Petition filed February 9, 2018 Filed Pro Se In re Potomac Xpress LLC Bankr. E.D. Pa. Case No. 18-10935 Chapter 11 Petition filed February 9, 2018 See http://bankrupt.com/misc/paeb18-10935.pdf represented by: Carol L. Knowlton, Esq. GORSKI & KNOWLTON PC E-mail: cknowlton@gorskiknowlton.com In re New Athens Home for the Aged Bankr. S.D. Ill. Case No. 18-30148 Chapter 11 Petition filed February 9, 2018 See http://bankrupt.com/misc/ilsb18-30148.pdf represented by: Thomas Riske, Esq. CARMODY MACDONALD PC E-mail: thr@carmodymacdonald.com In re Adele C. Douglas Bankr. D.N.J. Case No. 18-12626 Chapter 11 Petition filed February 9, 2018 Filed Pro Se In re Tammy Simien Moon Bankr. S.D. Tex. Case No. 18-30592 Chapter 11 Petition filed February 9, 2018 represented by: Margaret Maxwell McClure, Esq. E-mail: margaret@mmmcclurelaw.com In re Burroughs Roadhouse, LLC Bankr. E.D. Mich. Case No. 18-30319 Chapter 11 Petition filed February 10, 2018 See http://bankrupt.com/misc/mieb18-30319.pdf represented by: John J. Stockdale, Jr., Esq. SCHAFER AND WEINER, PLLC E-mail: jstockdale@schaferandweiner.com In re Shahriar Joseph Zargar Bankr. C.D. Cal. Case No. 18-11525 Chapter 11 Petition filed February 12, 2018 represented by: Ashley M. McDow, Esq. BAKER & HOSTETLER LLP E-mail: amcdow@bakerlaw.com In re Willaura, Inc. Bankr. N.D. Fla. Case No. 18-40069 Chapter 11 Petition filed February 12, 2018 See http://bankrupt.com/misc/flnb18-40069.pdf represented by: Robert C. Bruner, Esq. BRUNER WRIGHT, P.A. E-mail: rbruner@brunerwright.com In re Randall Keith Small Bankr. W.D. Mo. Case No. 18-40362 Chapter 11 Petition filed February 12, 2018 represented by: Christopher J. Cusack, Esq. SADER LAW FIRM, LLC E-mail: ccusack@saderlawfirm.com In re Willidpews BBQ Emporium, Inc. Bankr. D. Nev. Case No. 18-50140 Chapter 11 Petition filed February 12, 2018 represented by: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. E-mail: kad@darbylawpractice.com In re SAMDCV Corp. Bankr. E.D.N.Y. Case No. 18-70909 Chapter 11 Petition filed February 12, 2018 See http://bankrupt.com/misc/nyeb18-70909.pdf Filed Pro Se In re Dancesport NY LLC Bankr. S.D.N.Y. Case No. 18-10379 Chapter 11 Petition filed February 12, 2018 See http://bankrupt.com/misc/nysb18-10379.pdf represented by: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP E-mail: mfrankel@bfklaw.com In re Trinquility Corp Bankr. D.P.R. Case No. 18-00738 Chapter 11 Petition filed February 12, 2018 See http://bankrupt.com/misc/prb18-00738.pdf represented by: Jaime Rodriguez Perez, Esq. HATILLO LAW OFFICE E-mail: jrpcourtdocuments@gmail.com In re Carlous Dwayne Tiller and Jane Ashley Day Tiller Bankr. M.D. Tenn. Case No. 18-00873 Chapter 11 Petition filed February 12, 2018 represented by: Denis Graham (Gray) Waldron, Esq. NIARHOS & WALDRON, PLC E-mail: gray@niarhos.com In re Blaine Richard Anderson Bankr. D. Wyo. Case No. 18-20059 Chapter 11 Petition filed February 12, 2018 represented by: Ken McCartney, Esq. The Law Offices of Ken McCartney, P.C. E-mail: bnkrpcyrep@aol.com In re Madison Street LLC Bankr. D. Md. Case No. 18-11834 Chapter 11 Petition filed February 13, 2018 See http://bankrupt.com/misc/mdb18-11834.pdf represented by: Kellee Baker, Esq. E-mail: kblawfirm@gmail.com In re Wajida Alhambra Bankr. C.D. Cal. Case No. 18-11592 Chapter 11 Petition filed February 13, 2018 represented by: Anthony Obehi Egbase, Esq. A.O.E LAW & ASSOCIATES, APC E-mail: info@aoelaw.com In re Kim Chi Thi Chew Bankr. N.D. Cal. Case No. 18-40354 Chapter 11 Petition filed February 13, 2018 represented by: Yasha Rahimzadeh, Esq. LAW OFFICE OF YASHA RAHIMZADEH E-mail: yr_law@hotmail.com In re Madison Street LLC Bankr. D. Md. Case No. 18-11834 Chapter 11 Petition filed February 13, 2018 See http://bankrupt.com/misc/mdb18-11834.pdf represented by: Kellee Baker, Esq. E-mail: kblawfirm@gmail.com In re Dimitrios Chris Moshovitis Bankr. D. Md. Case No. 18-11871 Chapter 11 Petition filed February 13, 2018 represented by: Michael G. Wolff, Esq. WOLFF & ORENSTEIN, LLC E-mail: mwolff@wolawgroup.com In re Alan T. Zwerin Bankr. D.N.J. Case No. 18-12860 Chapter 11 Petition filed February 13, 2018 represented by: Stuart D. Gavzy, Esq. E-mail: stuart@gavzylaw.com In re ENRIQUE CEBALLOS Bankr. D. Nev. Case No. 18-10693 Chapter 11 Petition filed February 13, 2018 represented by: MICHAEL J. HARKER, Esq. E-mail: notices@harkerlawfirm.com In re FLOR 20 LLC Bankr. D. Nev. Case No. 18-10699 Chapter 11 Petition filed February 13, 2018 See http://bankrupt.com/misc/nvb18-10699.pdf represented by: Timothy P. Thomas, Esq. LAW OFFICES OF TIMOTHY P. THOMAS, LLC E-mail: tthomas@tthomaslaw.com In re Wahid M Azimi Bankr. E.D. Va. Case No. 18-10499 Chapter 11 Petition filed February 13, 2018 represented by: Bennett A. Brown, Esq. THE LAW OFFICE OF BENNETT A. BROWN E-mail: bennett@pcgalaxy.com In re Donald Ray Raughton, Jr. Bankr. N.D. Ala. Case No. 18-00592 Chapter 11 Petition filed February 14, 2018 represented by: Samuel Stephens, Esq. BENTON & CENTENO, LLP E-mail: sstephens@bcattys.com In re Unique Bamboo Investment, Inc. Bankr. S.D. Fla. Case No. 18-11692 Chapter 11 Petition filed February 14, 2018 See http://bankrupt.com/misc/flsb18-11692.pdf represented by: Joshua T. Hauserman, Esq. HAUSERMAN LAW GROUP PLLC E-mail: joshua@hlgflorida.com In re New Health Dentistry PC Bankr. N.D. Ga. Case No. 18-52584 Chapter 11 Petition filed February 14, 2018 See http://bankrupt.com/misc/ganb18-52584.pdf represented by: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. E-mail: paul@paulmarr.com In re 21 Main St. Restaurant Group, LLC Bankr. D. Mass. Case No. 18-10488 Chapter 11 Petition filed February 14, 2018 See http://bankrupt.com/misc/mab18-10488.pdf represented by: Laurel E. Bretta, Esq. BRETTA LAW ADVISORS, P.C. E-mail: bglaw@lbretta.com In re Richard Elbert Bankr. D. Minn. Case No. 18-40405 Chapter 11 Petition filed February 14, 2018 represented by: Erik A. Ahlgren, Esq. AHLGREN LAW OFFICE E-mail: erikahlgren@charter.net In re Willie Calvin Clayton Bankr. S.D. Tex. Case No. 18-40634 Chapter 11 Petition filed February 14, 2018 See http://bankrupt.com/misc/txsb18-30634.pdf represented by: James Q. Pope, Esq. THE POPE LAW FIRM E-mail: ecf@thepopelawfirm.com In re Bringing God's Word to Life Ministries Bankr. E.D. Va. Case No. 18-30708 Chapter 11 Petition filed February 14, 2018 See http://bankrupt.com/misc/vaeb18-30708.pdf represented by: Todd Madison Ritter, Esq. DANIELS, WILLIAMS, TUCK & RITTER E-mail: tritter@danielswilliamstuckandritter.com In re South Sound Barbecue, LLC Bankr. W.D. Wash. Case No. 18-40455 Chapter 11 Petition filed February 14, 2018 See http://bankrupt.com/misc/wawb18-40455.pdf represented by: Larry B. Feinstein, Esq. E-mail: feinstein1947@gmail.com In re Ron S. Arad Bankr. C.D. Cal. Case No. 18-10486 Chapter 11 Petition filed February 14, 2018 represented by: William H Brownstein, Esq. E-mail: Brownsteinlaw.bill@gmail.com In re Foodie Tout, Inc. Bankr. E.D. Cal. Case No. 18-20841 Chapter 11 Petition filed February 14, 2018 See http://bankrupt.com/misc/caeb18-20841.pdf represented by: Stephan M. Brown, Esq. The Bankruptcy Group, P.C E-mail: eric@thebklawoffice.com In re Evelyn I Florentino Bankr. C.D. Cal. Case No. 18-10210 Chapter 11 Petition filed February 15, 2018 represented by: Andy C. Warshaw, Esq. FINANCIAL RELIEF LAW CTR E-mail: awarshaw@bwlawcenter.com In re John O. Galia Bankr. E.D. Cal. Case No. 18-20845 Chapter 11 Petition filed February 15, 2018 Filed Pro Se In re Festus E. Ogbeide Bankr. N.D. Cal. Case No. 18-40396 Chapter 11 Petition filed February 15, 2018 Filed Pro Se In re Douglas George Jefferies Bankr. D.D.C. Case No. 18-00099 Chapter 11 Petition filed February 15, 2018 Filed Pro Se In re Advanced Access Security Technology, Inc. Bankr. N.D. Ga. Case No. 18-52652 Chapter 11 Petition filed February 15, 2018 See http://bankrupt.com/misc/ganb18-52652.pdf represented by: B. Glen Johnson, Esq. LAW OFFICES OF EDWARDS & JOHNSON, LLC E-mail: richardp@edwardsjohnsonlaw.com In re Hawkeye Indian Cultural Center, Inc. Bankr. E.D.N.C. Case No. 18-00733 Chapter 11 Petition filed February 15, 2018 See http://bankrupt.com/misc/nceb18-00733.pdf represented by: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. E-mail: efile@stubbsperdue.com In re 1422 St. Marks Ave Management Corp. Bankr. E.D.N.Y. Case No. 18-40831 Chapter 11 Petition filed February 15, 2018 See http://bankrupt.com/misc/nyeb18-40831.pdf Filed Pro Se In re Bier International, LLC Bankr. S.D.N.Y. Case No. 18-10418 Chapter 11 Petition filed February 15, 2018 See http://bankrupt.com/misc/nysb18-10418.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com ********* 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 ***