/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180313.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 13, 2018, Vol. 22, No. 71 Headlines A'GACI L.L.C.: Committee Hires Emerald as Financial Advisor A'GACI L.L.C.: Committee Hires Lewis Brisbois as Counsel ABILITY NETWORK: Fitch Puts 'B' IDR on Positive Watch ACASTA ENTERPRISES: Provides Update on Ongoing Strategic Review ALLIED IV LLC: Hires Backenroth Frankel as Counsel ALLIED IV LLC: Hires Coritsidis & Lambros as Special Counsel ALPHA NATURAL: Can Junk Agreement with J. Organ, 4th Cir. Rules AMERICAN STEEL: Seeks Approval to Use Cash Collateral AMERICAN STEEL: Summit Bank Seeks to Ban Cash Collateral Use AMERICAN TANK: Selling 2006 Fontaine 53 Foot Drop Deck Trailer APPLICATION CONSULTANTS: June 21 Chapter 727 Claims Bar Date APPVION INC: Keybank & Committee Object to DIP Financing Motion ASCENT RESOURCES: Hires PJT Partners as Investment Banker ASCENT RESOURCES: Hires Prime Clerk as Administrative Advisors ASCENT RESOURCES: Hires Sullivan & Cromwell as Counsel ASCENT RESOURCES: Hires Young Conaway as Co-Counsel B. VALDEZ CONSTRUCTION: Hires Carl M. Barto as Bankruptcy Counsel BELLFLOWER FUNDING: Case Summary & 30 Largest Unsecured Creditors BOBILEFF CORPORATION: Hires Fitzmaurice & Demergian as Counsel CENVEO INC: Gets Final Order on $290-Mil. DIP Financing Motion CHINA FISHERY: BANA, Noteholders Oppose Intercompany Claims Deal CHINA FISHERY: Damanzaiho Vessel Open for Overbids Til Mar. 16 CHRISTOPHER RIDGEWAY: Law Firm Awarded Reduced Compensation COBALT INT'L: Names Successful Bidders on 5 Assets COLONIAL PENNIMAN: Deed of Easement Gives Same Rights to Successors COPSYNC INC: Court OKs Modified Payment Schedule to Kologik CUMULUS MEDIA: Wants Plan Filing Deadline Moved to July 26 CYN RESTAURANTS: May Continue Using Cash Collateral Until April 6 CYPRESS-LAGUNA: Allowed to Expend Cash Collateral Until April 11 DANA INC: Merger With GKN Unit No Impact on Moody's Ba3 CFR DELOS MEGACORE: Case Summary & 4 Unsecured Creditors DIAMOND CONTRACT: Hires Boyle & Valenti as Bankruptcy Counsel EOC GROUP: Moody's Assigns B2 Corporate Family Rating FALLBROOK TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee FARRIN ENTERZARI-ULLAH: Dist. Ct. Upholds Dismissal of Ch. 7 Case FOCUS FINANCIAL: S&P Affirms 'B+' ICR, Outlook Stable FOCUS LEARNING: Trinity Basin Buying Dallas Land for $6.4 Million G.A.F. SEELIG: Hires MYC & Associates as Auctioneer GAINESVILLE HOSPITAL: Medtronic, 2 Others Step Down from Committee GOLD COAST FREIGHTWAYS: June 16 Chapter 727 Claims Bar Date Set GROUP MIDLAND: Bank Wins Summary Judgment vs. C. Hira HARDES PARTNERSHIP: U.S. Trustee Unable to Appoint Committee HOAG URGENT: Court Denies Continued Cash Collateral Use HORNBLOWER HOLDCO: S&P Assigns 'B' CCR, Outlook Stable HORNBLOWER SUB: Moody's Assigns B2 Corporate Family Rating HOUSTON REGIONAL: Comcast Wins Bid for Partial Summary Judgment HUBBARD RADIO: Moody's Rates Proposed $302MM Term Loans B1 ICPW LIQUIDATION: Hires Skadden Arps as Special Counsel IHEARTCOMMUNICATIONS INC: Fitch Lowers Long-Term IDR to RD IHEARTMEDIA INC: Talks with Lenders & Bondholders Continue IO AT TECH: Sets Procedures for Austin Property IRIDIUM COMMUNICATIONS: Moody's Assigns B2 Corporate Family Rating IRIDIUM COMMUNICATIONS: S&P Assigns 'B-' Corporate Credit Rating ITM ENTERPRISES: Hires Eric A. Liepins as Counsel JAMES WATKINS: CNH Suit vs PPI, CNBT Remanded to State Court JASON MAZZEI: Nguyen Buying Wilkes-Barre Property for $16.5K JC PENNEY: Fitch Rates New $400MM Secured Notes Due 2025 'BB-' JEJP LLC: MNA Buying Industrial Equipment for $3 Million JET MIDWEST: Seeks Interim Access to Cash Collateral JETT RACING: Hires Enrique M. Solis as Bookkeeper KATY INDUSTRIES: Court Enters Interim Approval of Plan Disclosures LAKESHORE FARMS: Hires Evans & Mullinix as Counsel LAWRENCE BARREGO: Pesce Buying West Harrison Property for $950K LAWRENCE D. FROMELIUS: Galena Road Buying Lacon Property for $150K LEVERETTE TILE: Cabinet Depot Buying All Assets for $370K MACOM TECHNOLOGY: S&P Lowers CCR to 'B' on Operating Weakness MANITOWOC COMPANY: Moody's Hikes CFR to B3; Outlook Stable MCDERMOTT INT'L: S&P Rates $2.15BB Term Loan Due 2025 'BB-' MCDERMOTT TECHNOLOGY: Moody's Assigns Ba3 CFR; Outlook Stable MCHYL ENTERPRISES: Seeks Authority to Use Cash Collateral MEI DEVELOPMENT: June 21 Chapter 727 Claims Bar Date Set MIAMI INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors MICHAEL KALFUS: Corteses Buying Boonton Property for $849K MICHAEL LEVITZ: Proposes Sale of Seattle Vacant Parcel for $600K MILDRED DELI: Bankr. Court Allows FLSA Litigation to Proceed MOBILE DIAGNOSTIC: May 19 Chapter 727 Claims Bar Date Set NEXT LISTING: Given Until Aug. 1 to File Plan of Reorganization OREXIGEN THERAPEUTICS: Case Summary & 30 Top Unsecured Creditors OREXIGEN THERAPEUTICS: Intends May Bankruptcy Auction for Assets PANTAGIS DINER: Hires Tomas Espinosa as Attorney PATTINIS LLC: Hires Owen & Dunivan as Special Counsel PC USA RE: Hires Development Specialists as Financial Advisor PETE GOULD: U.S. Trustee Unable to Appoint Committee PHASERX INC: Seeks Bankruptcy Case Dismissal POST EAST: Allowed to Use Cash Collateral for March 2018 Expenses PREMIER DIAGNOSTIC: Chapter 727 Claims Bar Date Set for May 19 PRINCETON ALTERNATIVE: Voluntary Chapter 11 Case Summary PROTEA BIOSCIENCES: Seeks 90-Day Exclusive Periods Extension PUERTO RICO: Court Approves Grievance Resolution Protocol QUEST RARE: To Present Motion to Homolgate Proposal Under BIA REMINGTON OUTDOOR: Lenders Move Ch.11 Filing Deadline to March 18 ROCCO IANNACCHINO: Court Withdraws Reference of Claims vs. A. Vigna RUSSEL METALS: Moody's Hikes CFR to Ba2; Outlook Stable RUSSEL METALS: S&P Rates New C$125MM Senior Unsecured Notes 'BB+' S&K MACHINEWORKS: Seeks 60-Day Access to Cash Collateral SAMBILL LLC: Hires Willis & Wilkins as Counsel SHREE SWAMINARAYAN: Committee Hires Fox Rothschild as Attorney SOUTH COAST: Selling 314 LyondellBasell Shares for Market Value SOUTHSIDE CHURCH: U.S. Trustee Unable to Appoint Committee SPRINGLEAF FINANCE: Moody's Rates New $1.25BB Sr. Unsec. Notes B2 SS&C TECHNOLOGIES: S&P Assigns 'BB' Rating on Term Loan B-3 & B-4 STAG INDUSTRIAL: Fitch Affirms BB+ Preferred Stock Rating STOP ALARMS: Trustee Selling/Abandoning Personal Property STYLES FOR LESS: Hires Hilco IP as IP Consultant TRINQUILITY CORP: Hires Hatillo Law as Counsel UNITED CHARTER: Hires Mok Accountancy as Accountant UNIVERSAL LAND: March 28 Auction Includes Additional Real Property W. W. CONSTRUCTION: Granite Buying 2005 Trailking Trailer for $19K WALKING CO: Gets Interim Order to Access $57.3M Bankr. Financing WARREN C. HAVENS: Court Junks Bid to Conduct Limited Discovery WESTMORELAND COAL: S&P Cuts ICR to 'CCC-', On CreditWatch Negative WHEELCHAIR SALES: Wants to Use Cash Collateral Through April 2018 WILLIAM D. ABRAHAM: Appeal in Tex. App. Docket Abated Due to Ch. 11 WRIGHTWOOD GUEST: District Court Affirms Surcharge Order YORAVI INVESTMENT: Hires Enrique Peral Soler as Special Counsel ZOHAR FUNDS: To Monetize Assets to Pay All Claims in Full ZOHAR III: Voluntary Chapter 11 Case Summary [*] Aaron Hammer Joins Horwood Marcus as Bankruptcy Practice Chair [*] Brian Bacal Joins Canaccord's Canadian Restructuring Team [*] George Davis Joins Latham & Watkins' Restructuring Practice [^] Large Companies with Insolvent Balance Sheet ********* A'GACI L.L.C.: Committee Hires Emerald as Financial Advisor ----------------------------------------------------------- The Official Committee of Unsecured Creditors of A'GACI, L.L.C., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to retain Emerald Capital Advisors, as financial advisor to the Committee. The Committee requires Emerald to: a) review and analyze the Debtor's operations, financial condition, business plan, strategy, and operating forecasts; b) assist the Committee in evaluating any proposed debtor-in- possession financing; c) assist in the determination of an appropriate capital structure for the Debtor; d) advise the Committee as it assesses the Debtor's executory contracts including assume versus reject considerations; e) assist and advise the Committee in connection with its identification, development, and implementation of strategies related to the potential recoveries for the unsecured creditors as it relates to the Debtor's Chapter 11 plan; f) assist the Committee in understanding the business and financial impact of various restructuring alternatives of the Debtor; g) assist the Committee in its analysis of the Debtor's financial restructuring process, including its review of the Debtor's development of plans of reorganization and related disclosure statements; h) assist the Committee in evaluating, structuring and negotiating the terms and conditions of any proposed transaction, including the value of the securities, if any, that may be issued to thereunder; i) assist in the evaluation of the asset sale process, including the identification of potential buyers; j) assist in evaluating the terms, conditions, and impact of any proposed asset sale transactions; k) assist the Committee in evaluating any proposed merger, divestiture, joint-venture, or investment transaction; l) assist the Committee to value the consideration offered by the Debtor to unsecured creditors in connection with the sale of the Debtor's assets or a restructuring; m) provide testimony, as necessary, in any proceeding before the Bankruptcy Court; and n) provide the Committee with other appropriate general restructuring advice. Emerald will be paid at these hourly rates: Managing Partners $550-$600 Managing Directors $500 Vice Presidents $400-$450 Associates $300-$350 Analysts $200-$250 Emerald will also be reimbursed for reasonable out-of-pocket expenses incurred. John P. Madden, senior managing partner of Emerald Capital Advisors, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Emerald can be reached at: John P. Madden EMERALD CAPITAL ADVISORS 70 East 55th Street, 17th Floor New York, NY 10022 Tel: (212) 201-1904 Fax: (212) 731-0307 About A'GACI L.L.C. Founded in San Antonio, Texas, A'GACI, L.L.C. -- http://www.agacistore.com/-- is a fast-fashion retailer of women's apparel and accessories. A'GACI attracts young, fashion-driven consumers through its value-pricing and frequent introductions of new and trendy merchandise. It operates specialty apparel and footwear stores under the A'GACI banner as well as a direct-to-consumer business comprised of its e-commerce Web site http://www.agacistore.com/Stores feature an assortment of tops, dresses, bottoms, jewelry, and accessories sold primarily under the Company's exclusive A'GACI label. In addition, the Company sells shoes under its sister brand labels of O'Shoes and Boutique Five. A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50049) on Jan. 9, 2018. In the petition signed by manager/CMO David Won, the Debtor disclosed $82 million in total assets and $62 million in total liabilities as of Nov. 25, 2017. The case is assigned to Judge Ronald B. King. Haynes and Boone, LLP, serves as the Debtor's bankruptcy counsel; Berkeley Research Group is the financial advisor; and SSG Advisors, LLC, is the investment banker. Kurtzman Carson Consultants LLC,is the claims, noticing & balloting agent. In its schedules, A'Gaci listed total assets of $37.3 million, including $16.3 million in inventory and about $8.9 million in cash, and about $54.7 million in total liabilities. On January 25, 2018, the Office of U.S. Trustee appointed the Official Committee of Unsecured Creditors of A'GACI, L.L.C. The Committee hires Lewis Brisbois Bisgaard & Smith, LLP, as counsel; Emerald Capital Advisors, as financial advisor. A'GACI L.L.C.: Committee Hires Lewis Brisbois as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of A'GACI, L.L.C., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to retain Lewis Brisbois Bisgaard & Smith, LLP, as bankruptcy counsel to the Committee. The Committee requires Lewis Brisbois to: a. advise the Committee concerning its rights, powers, and responsibilities under the Bankruptcy Code; b. provide aid and assistance in dealing with the Debtor in the administration of this case, including, without limitation, advice in communicating with the Committee's constituents regarding significant matters in the case; c. assist and advise the Committee in any proposed sale of the Debtor's assets; d. provide representation in all negotiations and proceedings involving the Debtor, creditors, and other parties in interest in matters relating to, inter alia, the administration of the estate, terms of the Debtor's Chapter 11 plan of reorganization or liquidation, confirmation of the Chapter 11 plan, and all other legal aspects of the Debtor's Chapter 11 case; e. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and of the operation of the Debtor's business and any other matters relevant to the case; f. assist the Committee in requesting the appointment of a trustee or examiner, or conversion or dismissal of the Chapter 11 case, should such actions be necessary; g. represent the Committee in all hearings and other proceedings; h. review and analyze all applications, orders, financial statements, and schedules of the Debtor and advise the Committee accordingly; i. assist the Committee in the preparation of agreements, motions, applications, responses, orders, complaints, and any other pleadings necessary to further the Committee's interests and objectives; and j. perform such other legal services as the Committee may require under the circumstances of this case to advance the Committee's interests in accordance with the powers and duties established by the Bankruptcy Code. Lewis Brisbois will be paid at these hourly rates: Attorneys $350-$550 Paraprofessionals $150 Lewis Brisbois will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Lauter, partner of Lewis Brisbois Bisgaard & Smith, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Lewis Brisbois can be reached at: Richard S. Lauter, Esq. 633 West 5 th Street, Suite 4000 Los Angeles, CA 90071 Tel: 213-680-5064 Fax: 213-250-7900 E-mail: ichard.lauter@lewisbrisbois.com About A'GACI L.L.C. Founded in San Antonio, Texas, A'GACI, L.L.C. -- http://www.agacistore.com/-- is a fast-fashion retailer of women's apparel and accessories. A'GACI attracts young, fashion-driven consumers through its value-pricing and frequent introductions of new and trendy merchandise. It operates specialty apparel and footwear stores under the A'GACI banner as well as a direct-to-consumer business comprised of its e-commerce Web site http://www.agacistore.com/Stores feature an assortment of tops, dresses, bottoms, jewelry, and accessories sold primarily under the Company's exclusive A'GACI label. In addition, the Company sells shoes under its sister brand labels of O'Shoes and Boutique Five. A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50049) on Jan. 9, 2018. In the petition signed by manager/CMO David Won, the Debtor disclosed $82 million in total assets and $62 million in total liabilities as of Nov. 25, 2017. The case is assigned to Judge Ronald B. King. Haynes and Boone, LLP, serves as the Debtor's bankruptcy counsel; Berkeley Research Group is the financial advisor; and SSG Advisors, LLC, is the investment banker. Kurtzman Carson Consultants LLC,is the claims, noticing & balloting agent. In its schedules, A'Gaci listed total assets of $37.3 million, including $16.3 million in inventory and about $8.9 million in cash, and about $54.7 million in total liabilities. On January 25, 2018, the Office of U.S. Trustee appointed the Official Committee of Unsecured Creditors of A'GACI, L.L.C. The Committee hires Lewis Brisbois Bisgaard & Smith, LLP, as counsel; Emerald Capital Advisors, as financial advisor. ABILITY NETWORK: Fitch Puts 'B' IDR on Positive Watch ----------------------------------------------------- Fitch Ratings has placed ABILITY Network Inc.'s (ABILITY) ratings on Positive Watch. The rating action follows ABILITY's announcement that it has reached a definitive agreement to be acquired by Inovalon Holdings, Inc. in a cash and stock transaction valued at $1.2 billion. The transaction is anticipated to close as early as April 2018. The ratings apply to $525 million of outstanding debt and a $20 million revolving credit facility (RCF), with issue-specific ratings noted below. KEY RATING DRIVERS Transaction Lowers Debt Leverage: As a result of Inovalon's lower pre-transaction total debt/EBITDA after distributions (2.3x as of LTM Dec. 31, 2017), the combination with ABILITY-- including the debt financing -- results in Fitch-calculated pro forma leverage of approximately 5.2x as of Dec. 31, 2017 versus ABILITY's pro forma leverage of approximately 8x following a Dec. 2017 recapitalization and dividend to shareholders. Inovalon management has indicated that debt repayment will be the primary use of FCF after the transaction closes, with management targeting net leverage of less than 3.0x in 2020. Inovalon plans on financing the transaction with cash and investments on its balance sheet along with a new $980 million term loan B at LIBOR+250bps based on the term sheet filed. The proceeds will be used to repay ABILITY's debt consisting of a $375 million first lien term loan and a $150 million second lien term loan as well as refinance Inovalon's existing $236.3 million term loan (balance as of Dec. 31, 2017). The transaction is expected to close in April 2018. The deal would create a vertically integrated cloud-based healthcare platform with the potential to connect payors, providers, pharmaceutical companies, and medical device companies with relevant medical data, analytics and insights that assist with the transition to value-based care. Combination Has Mixed Business Implications: The combined company would be approximately 4x the size in revenues of standalone ABILITY and diversify ABILITY's end markets beyond healthcare providers (91% of ABILITY's 2017 revenues) to include health insurers (54% pro forma) and pharmaceutical companies (11% pro forma), reducing provider exposure to 34% on a pro forma basis. However, the combination will also result in a lower recurring revenue base percentage (74% vs. 99% at legacy ABILITY) as Inovalon continues to work on switching to a subscription based sales model, and increased concentration amongst the largest customers (pro forma top-10 client revenue 41% of total 2017 revenue vs. legacy ABILITY 5% of 2017 revenue). In addition, pro forma EBITDA margins are expected to be lower as ABILITY's high 40% to low 50% margins as calculated by Fitch are offset by Inovalon's mid 20% EBITDA margins. Durable Revenue Stream/Niche Segment: ABILITY is a provider of cloud-based software for healthcare providers, with a product suite focused on workflow solutions. The majority of revenues are derived from subscription based software sales, which provides good visibility into the future revenue stream. Fitch believes the stickiness of ABILITY's revenues is supported by a lack of customer concentration and a high historical retention rate. While Fitch does not believe switching costs for healthcare IT customers are particularly high, ABILITY's value proposition related to the company's network service vendor relationships with Medicare Administrative Contractors (MACs) should support customer retention. High EBITDA Margins: ABILITY generates high operating EBITDA margins that are better than healthcare IT segment peers, and also demonstrates good FCF conversion. High margins are due to some favorable attributes of the business model, including relatively low R&D intensity and a low-cost go-to-market approach that involves a web-based sales and product implementation strategy. Fitch believes these advantages are sustainable. R&D spend should be relatively predictable and consistent, since ABILITY's product suite is well developed and comprehensive with offerings dedicated to each of the end markets the company targets. Pro forma margins of the combined business will be lower than standalone ABILITY. Good Customer Value Proposition: The low price point of ABILITY's products should provide opportunities to expand and support the 2% organic pricing growth assumption in Fitch's ratings case forecast for the issuer. The company's healthcare provider customers are facing headwinds to volumes and profitability due to a combination of factors that are encouraging patients and payors to seek care in lower-cost settings, particularly in the acute and post-acute segments. Fitch believes that the low-cost nature of ABILITY's products makes them less susceptible to cost cutting and containment initiatives by healthcare providers, but industry headwinds could influence growth of new customers. DERIVATION SUMMARY ABILITY Network's 'B' IDR reflects the company's favorable operating profile in comparison to healthcare IT segment peers, including Cerner Corp., AthenaHealth Inc., Allscripts Healthcare Solutions, Medassets Inc., Omnicell Inc., Quality Systems Inc., Computer Programs & Systems, Epocrates LLC and Healthstream Inc. (none of these companies are currently rated by Fitch). ABILITY has higher margins than this group because of a low-cost go-to-market strategy and lower intensity of R&D expenditures. The 'B' IDR also reflects ABILITY's weaker financial profile relative to this peer group, with a highly leveraged balance sheet pro forma for the leveraged recapitalization. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for Standalone ABILITY Include: -- Mid- to high-single-digit annual revenue growth, with about 1% contributed by acquisitions and the rest driven by contracted revenue growth; -- Contracted revenue growth assumption based on 2.0% to 2.5% growth in pricing, 92% retention of existing contracts and high-single-digit growth in new contracts and existing contract upsells; -- Operating EBITDA margins sustain around 46%; -- Capital intensity steady at 5.5%; -- No additional dividend payments and FCF margins sustain above 10%; -- FCF split between small, tuck-in type M&A and term loan repayments (including 1% required amortization of first-lien term loan); -- Leverage (total debt/EBITDA) of 8x pro forma for the leveraged recapitalization, declining to 6.6x by the end of 2020. RATING SENSITIVITIES Fitch expects to publish updated rating sensitivities around the time of the close of the acquisition. ABILITY could be affirmed and removed from Rating Watch if the acquisition fails to materialize. Below are Fitch's rating sensitives for standalone ABILITY: Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An expectation for leverage (total debt/EBITDA) sustained at or below 5x; -- An expectation for operating EBITDA margin sustained above 50% and FCF margin sustained above 15%; -- Fitch does not envision positive momentum at this time, as achieving leverage of 5x by the end of 2020 would require double-digit growth in revenues through the forecast period and a significant amount of FCF applied to debt repayment. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- An expectation of flat EBITDA through the forecast period; -- An expectation for operating EBITDA margins of around 40% and FCF margin approaching breakeven in 2020; -- An expectation for leverage (total debt/EBITDA) sustained at or above 8x. LIQUIDITY Decent Liquidity Despite High Leverage: Fitch forecasts EBITDA/interest paid of about 1.8x for standalone ABILITY through the forecasted period, adequate relative to the 'B' rating. As part of a leveraged recapitalization transaction in late 2017, ABILITY extended the term loan maturities to 2024 - 2025. Annual amortization is limited to 1% of the first-lien term loan principal amount, which can be funded with FCF generation in the ratings case. ABILITY's liquidity position is further supported by a decent balance of unrestricted cash after the recapitalization and the expectation for continued positive FCF. FULL LIST OF RATING ACTIONS Fitch has placed the follow ratings on Positive Watch: ABILITY Network Inc. -- Long-Term Issuer Default Rating 'B'; -- Senior first-lien secured revolver 'BB'/'RR1'; -- Senior first-lien secured term loan at 'BB'/'RR1'; -- Senior second-lien term loan at 'CCC+'/'RR6'. Recovery Assumptions for Standalone ABILITY The 'BB'/'RR1' rating for ABILITY's $20 million revolver and $375 million first-lien term loan reflect recovery of 94% of the outstanding principal amount in a hypothetical bankruptcy scenario; the 'CCC+'/'RR6' rating on the $150 million second-lien term loan reflects recovery of 2%. The claims waterfall assumes: -- Full draw of the $20 million revolver available balance; -- 10% deduction from enterprise value (EV) for administrative claims; -- 1% concession payment made by the first-lien lenders for the benefit of the second lien lenders. -- Fitch estimates an EV on a going-concern basis of $374 million for ABILITY after deduction of administrative claims. The EV assumption is based on post-reorganization EBITDA of $59 million and a 7x recovery EBITDA multiple. The post-reorganization EBITDA estimate is 10% lower than Fitch's 2017 EBITDA forecast of $66 million. This assumes that deterioration in cash flow precipitated by underinvestment in the business is ameliorated post-reorganization by corrective actions taken to restore competitiveness of the company's software product offerings. In its 13th edition "Bankruptcy Enterprise Values and Creditor Recoveries" case study, Fitch notes seven past reorganizations in the technology sector where the median recovery multiple was 4.9x. Of these companies, only two were in the software subsector: Allen Systems Group, Inc. and Aspect Software Parent, Inc., which realized recovery multiples of 8.4x and 5.5x, respectively. Fitch believes the Allen Systems Group, Inc. reorganization is highly supportive of the 7.0x multiple assumed for ABILITY given similar product profiles, as both are providers of specialty software to a niche client base where market shares are defendable. Current public company trading multiples (average of 18.1x for a group of public healthcare IT peers) and historical transaction multiples (19.0x median for software companies acquired since 2006) also inform the 7.0x estimate; Fitch believes ABILITY would receive a lower recovery multiple than these reference points given an assumption that stressed operations lead to the recovery scenario. ACASTA ENTERPRISES: Provides Update on Ongoing Strategic Review --------------------------------------------------------------- Acasta Enterprises Inc. (TSX: AEF) on March 8, 2018, provided an update on the proposed sale (the "Proposed Transaction") of its Stellwagen business unit ("Stellwagen") to Martello Finance Company Limited ("Martello") and the strategic review being overseen by a special committee of independent directors (the "Special Committee"). "On February 6, 2018, we announced a transaction to sell Stellwagen back to Doug Brennan and various other shareholders. We have launched a comprehensive restructuring plan that is crucial to preserving the long-term value of our consumer products businesses. Given the Company's financial position and aggregate indebtedness, we believe this is the most prudent course of action. We remain focused on completing this transaction and in doing so achieving a significant improvement to the Company's financial position," commented Geoff Beattie, Chairman of Acasta. "We are taking immediate and decisive actions to reduce our cost structure and our indebtedness. We will execute this plan in a timely and prudent manner and remain focused on meeting our financial commitments, which will allow us to re-assess our strategic alternatives." Status of Negotiations with Martello Acasta and Martello are engaged in ongoing negotiations on a definitive agreement with respect to the Proposed Transaction. The parties are making progress and expect to be in a position to enter into a definitive agreement by March 21, 2018. The Proposed Transaction contemplates the sale of Stellwagen to an affiliate of Martello (the "Purchaser"), the previous owner of Stellwagen, in exchange for: -- the cancellation of 26 million class B shares in the capital of Acasta ("Class B Shares") beneficially owned by Martello and other Acasta shareholders that are shareholders of the Purchaser, representing approximately 27% of the issued and outstanding Class B Shares; -- the payment to Acasta of U.S.$35 million in cash; -- downside protection of up to U.S.$5 million if the proceeds realized from the monetization of Acasta's profit participating notes ("PPNs") of Stelloan Investment Company I DAC, which have a book value of U.S.$47.5 million, are at specified levels below a certain threshold; and -- termination of the earn-out from Acasta's acquisition of Stellwagen in January 2017. Extension Agreement with Lenders In light of the progress being made in the negotiations, Acasta has entered into a second extension agreement (the "Second Extension Agreement") with the lenders (the "Lenders") under its U.S.$150 million credit facility (the "Credit Facility") to extend the deadline for payment of U.S.$25 million that would have otherwise been due on March 8, 2018 (the "Principal Payment"). Under the terms of the Second Extension Agreement, the Lenders and Acasta have agreed, among other things, to further extend the deadline for the Principal Payment to March 21, 2018. The Second Extension Agreement also provides that if Acasta has received the prior written consent of the Lenders to enter into a Proposed Transaction and has subsequently entered into a definitive agreement with respect to the Proposed Transaction on or before March 21, 2018, but the Proposed Transaction has not closed by March 21, 2018, the deadline for the Principal Payment will automatically be extended further to March 31, 2018. Strategic Review and Board and Management Changes The Special Committee is considering a number of alternatives in addition to the Proposed Transaction to maximize shareholder value and pay down debt. Acasta currently has approximately U.S.$183.5 million aggregate principal amount of bank indebtedness outstanding, excluding the indebtedness pursuant to the MS Credit Agreement (as defined below) and other indebtedness relating to Stellwagen's aircraft. Acasta's bank indebtedness consists of approximately U.S.$115 million outstanding under the Credit Facility and approximately U.S.$68 million aggregate principal amount of indebtedness under a credit facility with TD Canada Trust and Canadian Imperial Bank of Commerce to which Apollo Health and Beauty Care Partnership and Apollo Laboratories Inc. (collectively, "Apollo") and JemPak Corporation ("JemPak") are parties. All of the available proceeds from the Proposed Transaction and the sale of the PPNs will be used to reduce amounts outstanding under the Credit Facility. To generate additional proceeds to facilitate further repayment of the debt outstanding under the Credit Facility, Acasta has engaged a leading international investment bank to help monetize the PPNs. The Special Committee is also in the process of completing a review of the consumer products group ("CPG") platform and evaluating the potential sale of a portion of the CPG assets, and has hired a leading Canadian investment bank to assist with this review. The Special Committee is also focused on restructuring Acasta's corporate overhead with a view to reducing Acasta's corporate cost structure. This review will be undertaken in the context of the decision by the Special Committee to pursue managed strategic change and focus on its consumer products platform and options for value creation in this sector, for which a private equity strategy is no longer relevant. In connection with this change in approach, there will be organizational changes to more appropriately support Acasta's redirected focus. Recognizing that his professional experience is not in the consumer products sector, Dr. Anthony R. Melman has stepped down as Chief Executive Officer and as a director of Acasta, effective March 8, 2018. Ian Kidson, the Chief Financial Officer, will serve as interim Chief Executive Officer. Exemptive Relief Application Martello owns 21,280,160 of the outstanding Class B Shares, representing an approximate 22.4% ownership interest (calculated on a non-diluted basis). All of the share capital of Martello is held in trust for Douglas Brennan, who is the Chief Executive Officer of Stellwagen. In addition, Alon Ossip and Martin Goldfarb, the co-Chief Executive Officers of JemPak, a wholly-owned subsidiary of Acasta, and Belinda Stronach, a founder of Acasta, are part of the purchasing group (the "Purchasing Group") and will be investing in the Purchaser, including by tendering some of their Class B Shares to Acasta as partial consideration pursuant to the Proposed Transaction. Accordingly, the Proposed Transaction is a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In addition, since the Proposed Transaction will involve the acquisition by Acasta of 26 million Class B Shares held by the Purchasing Group, it is also an "issuer bid" under National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104"). The Proposed Transaction would ordinarily be subject to valuation and minority approval requirements under MI 61-101 because the fair market value of the subject matter of and the fair market value of the consideration for the Proposed Transaction, insofar as it involves "interested parties" (as defined in MI 61-101), exceeds 25% of Acasta's market capitalization. Acasta will be relying on the "financial hardship" exemption from both the valuation and minority approval requirements of MI 61-101, for the reasons set out in more detail below. Acasta has also applied to the Ontario Securities Commission (the "OSC") for relief from the issuer bid requirements under NI 62-104 and MI 61-101. In the exemptive relief application, Acasta has proposed that the relief be conditioned upon Acasta having received executed written consents from Acasta shareholders representing a majority of holders of Class B Shares (a) who are fully informed in respect of the Proposed Transaction, and (b) none of whom are interested parties or their related parties or joint actors (such shareholders, the "Disinterested Shareholders"). Acasta expects that it will be able to obtain these consents. Acasta has also proposed that the relief be conditioned upon the receipt by the Special Committee of an opinion from Blair Franklin Capital Partners Inc. ("Blair Franklin") that the consideration to be received by Acasta in connection with the Proposed Transaction is fair, from a financial point of view to Acasta. Furthermore, Acasta has also agreed, as part of its application, that it will not close the Proposed Transaction until at least 7 calendar days from the granting of the exemptive relief. There can be no assurances as to whether such exemptive relief will be granted, and the exemptive relief, if granted, may impose additional restrictions, conditions and/or obligations. Acasta understands that the OSC will communicate its decision as to whether to issue the exemptive relief on or about March 14, 2018. If a definitive agreement in respect of the Proposed Transaction is executed and the relief is obtained, Acasta expects to be able to complete the Proposed Transaction approximately one week following the granting of the relief. Alleviation of Financial Hardship As noted above, the Special Committee intends to rely on the financial hardship exemption to the valuation and minority approval requirements under MI 61-101. In order to rely on this exemption, MI 61-101 requires that certain detailed disclosure be provided about the factors and events that led to the financial hardship and how the Proposed Transaction will alleviate it. This disclosure is set out below. The Special Committee has unanimously determined in good faith that (a) Acasta is currently in serious financial difficulty, as absent the closing of the Proposed Transaction, Acasta would be unable to make the Principal Payment at the required time, and (b) the Proposed Transaction is designed to, and will improve Acasta's financial position, as all available cash proceeds to be obtained on closing will be used to make the Principal Payment and will improve Acasta's debt to EBITDA ratio, which is estimated to be 5.15 as at December 31, 2017. Provided that (i) an acceptable definitive agreement for the Proposed Transaction can be negotiated with Martello; (ii) the required prior written consents of the Lenders are obtained by Acasta with respect to the Proposed Transaction; (iii) a majority of Disinterested Shareholders sign written consents in support of the Proposed Transaction; and (iv) Blair Franklin delivers an opinion that the consideration to be received by Acasta in connection with the Proposed Transaction is fair, from a financial point of view, to Acasta, the Special Committee is prepared to unanimously approve the Proposed Transaction and conclude that the terms of the Proposed Transaction are reasonable in the circumstances. In December 2017, Acasta announced that Stellwagen entered into a revolving credit and security agreement with Morgan Stanley Asset Funding Inc. (the "MS Credit Agreement"). The intended use of proceeds of the MS Credit Agreement required consent of a majority of the Lenders. Accordingly, Acasta reached out to its majority lender (the "Majority Lender") to negotiate the terms under which the Majority Lender would provide consent. During the course of discussions with the Majority Lender on the terms of the consent, Acasta's expectations for the 2018 results of operations of its businesses declined. In addition, management of Stellwagen communicated that it was going to require additional working capital liquidity support during the first quarter of 2018. In early January 2018, management alerted the board of directors of Acasta (the "Board") that, based on projected performance, Acasta was at risk of failing to comply with its covenants under the Credit Facility as of March 31, 2018. Specifically, Acasta was at risk of breaching a covenant under the Credit Facility that required Acasta to maintain a debt to EBITDA multiple of under 5.25. While the discussions were ongoing with the Majority Lender, Acasta was simultaneously in discussions with Martello and Almada Inc. ("Almada"), a company controlled by Alon Ossip and Martin Goldfarb, in respect of a potential aircraft operating lease fund. Among other things, it was expected that his fund would generate fee revenue for Stellwagen and provide funding for its developing fund business. However, Acasta, Martello and Almada were unable to reach agreement on acceptable business terms for the fund. Shortly afterwards, on January 19, 2018, Martello sent a letter to the Board demanding changes to the Board. Martello also issued a press release and filed an updated early warning report on January 22, 2018 noting that it had delivered this letter. Acasta continued to negotiate with the Majority Lender during January. Geoff Beattie, the Chairman of Acasta and the Chair of the Special Committee led the negotiations with the Majority Lender. In response to the ongoing deterioration of Acasta's business, projections that showed that Acasta's expected 2018 financial performance was going to be weaker than expected and Martello's delivery of the letter to the Board, the Majority Lender required more stringent terms than Acasta originally contemplated in order to provide its consent. In particular, the Majority Lender demanded an immediate U.S.$5 million repayment of debt plus the Principal Payment by March 1, 2018. Acasta and the Majority Lender agreed that the Majority Lender would provide its consent in exchange for an immediate paydown of U.S.$5 million of principal plus the Principal Repayment by March 1, 2018 pursuant to an amending agreement executed by Acasta and the Lenders (as amended, the "Amending Agreement"). In order to fund the Principal Payment, Acasta entered into the Term Sheet on February 6, 2018 and the Amending Agreement and the Term Sheet were publicly disclosed. Management and the Special Committee considered various alternatives to the sale of Stellwagen, but in each case were constrained by the immediate need to make the Principal Payment. Specifically, management and the Special Committee considered the sale of other assets in order to raise funds to pay the obligations under the Credit Facility and improve Acasta's financial situation. Management and the Special Committee concluded that such sales were either impracticable or would require more time to complete than was available to Acasta in the circumstances. Management and the Special Committee also considered the potential for an equity or rights offering, but received advice that this was not feasible. The Proposed Transaction is, in the judgment of management and the Special Committee, the only transaction available to Acasta that is reasonably capable of generating sufficient proceeds to make the Principal Payment within the timeframe required under the Second Extension Agreement. Absent the Proposed Transaction, Acasta will default under the Credit Facility by failing to make the Principal Payment as required under the Second Extension Agreement and would also potentially breach its debt to EBITDA covenant of 5.25 under the Credit Facility during 2018. This in turn would result in a cross-default under Acasta's other debt arrangements and could put Acasta at risk for an insolvency filing. The proceeds from the Proposed Transaction will remedy Acasta's immediate financial problems by enabling Acasta to make the Principal Payment. It should also ensure that Acasta remains onside its debt to EBITDA covenant under the Credit Facility. Advisors The Special Committee has retained the services of Blair Franklin Capital Partners Inc. to provide an independent financial assessment as to the fairness, from a financial point of view, of the consideration to be received by Acasta pursuant to the Proposed Transaction, and has engaged Osler, Hoskin & Harcourt LLP as independent legal advisor to the Special Committee. ALLIED IV LLC: Hires Backenroth Frankel as Counsel -------------------------------------------------- Allied IV, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Backenroth Frankel & Krinsky, LLP, as counsel to the Debtor. Allied IV, LLC, requires Backenroth Frankel to: a. provide the Debtor with legal counsel regarding her powers and duties as a debtor-in possession in the continued operation of its business and management of its property during the Chapter 11 case; b. prepare on behalf of the Debtor all necessary applications, answers, orders, reports, and other legal documents which may be required with the Chapter 11 case; c. provide the Debtor with legal services regarding formulating and negotiating a plan of reorganization with creditors; and d. perform such other legal services for the Debtor as required during the Chapter 11 case, including but not limited to, the institution of actions against third parties, objections to claims, and the defense of actions which may be brought by third parties against the Debtor. Backenroth Frankel will be paid at these hourly rates: Attorneys $350 Paralegals $125 Backenroth Frankel will be paid a retainer in the amount of $5,000. Backenroth Frankel will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark A. Frankel, a partner at Backenroth Frankel & Krinsky, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Backenroth Frankel can be reached at: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue New York, NY 10022 Tel: (212) 593-1100 About Allied IV, LLC Allied IV, LLC, listed itself as a single asset real estate ,as defined in 11 U.S.C. Section 101(51B). The Company is the fee simple owner of a real property located at 113-18 Liberty Avenue Richmond Hill, New York 11419 valued by the Company at $10 million. Allied IV filed as a domestic limited liability company in the State of New York on Aug. 15, 2013. Allied IV LLC, based in Great Neck, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-40884) on Feb. 19, 2018. In the petition signed by Bahram Hakakian, as officer of Venture Realty Inc., the Debtor's managing member, the Debtor estimated $10 million in assets and $2.11 million in liabilities. The Hon. Elizabeth S. Stong presides over the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy counsel to the Debtor. Coritsidis & Lambros, PLLC, is the special real estate and litigation counsel. ALLIED IV LLC: Hires Coritsidis & Lambros as Special Counsel ------------------------------------------------------------ Allied IV, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Coritsidis & Lambros, PLLC, as special real estate and litigation counsel to the Debtor. Allied IV, LLC requires Coritsidis & Lambros to represent and provide legal services in connection with the Debtor's estate in the Chapter 11 bankruptcy proceedings. Coritsidis & Lambros will be paid at the hourly rate of $350-$450. Coritsidis & Lambros will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Coritsidis, a partner at Coritsidis & Lambros, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Coritsidis & Lambros can be reached at: Michael Coritsidis, Esq. CORITSIDIS & LAMBROS, PLLC 46 Trinity Place New York, NY 10006 Tel: (212) 797-4600 About Allied IV, LLC Allied IV, LLC, listed itself as a single asset real estate ,as defined in 11 U.S.C. Section 101(51B). The Company is the fee simple owner of a real property located at 113-18 Liberty Avenue Richmond Hill, New York 11419 valued by the Company at $10 million. Allied IV filed as a domestic limited liability company in the State of New York on Aug. 15, 2013. Allied IV LLC, based in Great Neck, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-40884) on Feb. 19, 2018. In the petition signed by Bahram Hakakian, as officer of Venture Realty Inc., the Debtor's managing member, the Debtor estimated $10 million in assets and $2.11 million in liabilities. The Hon. Elizabeth S. Stong presides over the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy counsel to the Debtor. Coritsidis & Lambros, PLLC, is the special real estate and litigation counsel. ALPHA NATURAL: Can Junk Agreement with J. Organ, 4th Cir. Rules --------------------------------------------------------------- In the appeals case captioned DAVID J. PIERCE TRUST U/A, dated February 23, 2011; NANCY P. GETTINGER; MARY EVELYN AMSTUTZ; ANNE E. FRANKLIN; JOHN PAUL ORGAN; JUDITH LYNN ORGAN; MARY EVELYN AMSTUTZ TESTAMENTARY TRUST, Creditors-Appellants, v. ALPHA NATURAL RESOURCES, INCORPORATED, Debtor-Appellee, No. 17-1339 (4th Cir.), the bankruptcy debtors moved pursuant to reject an agreement entered between John and Eunice Organ and one of the debtors' predecessors. Appellants and successors-in-interest to the Organs objected, arguing that the agreement conveyed to the Organs an interest in property that is not subject to termination under section 365. In thorough, well-reasoned opinions, the bankruptcy court held that the debtors could reject the agreement, and the district court affirmed that decision. Appellants appeal the final order of the district court. The Fourth Circuit reviews de novo the legal conclusions of the bankruptcy court and the district court, and reviews for clear error the factual findings of the bankruptcy court. Having carefully considered the parties' arguments in light of these review standards, the Fourth Circuit finds no error in either the lower courts' legal conclusions or factual findings. The Fourth Circuit, therefore, affirms the final order of the district court substantially for the reasons stated by the district court. A copy of the Fourth Circuit's Decision dated Feb. 20, 2018 is available at https://is.gd/b2qTgM from Leagle.com. Augustus C. Epps, Jr. -- aepps@cblaw.com -- Clint A. Nichols, CHRISTIAN & BARTON, LLP, Richmond, Virginia; Lori A. McMullen -- lmcmullen@crowleyfleck.com -- CROWLEY FLECK PLLP, Sheridan, Wyoming; Peter M. Pearl -- ppearl@spilmanlaw.com -- SPILMAN, THOMAS & BATTLE, PLLC, Roanoke, Virginia, for Appellants. Tyler P. Brown -- tpbrown@hunton.com -- Henry P. (Toby) Long, III -- hlong@hunton.com -- Justin F. Paget -- jpaget@hunton.com -- HUNTON & WILLIAMS LLP, Richmond, Virginia; Patrick J. Crank, CRANK LEGAL GROUP, P.C., Cheyenne, Wyoming, for Appellees. About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. Alpha Natural Resources on July 7, 2016, said its plan of reorganization has been confirmed by the Bankruptcy Court. On July 26, Alpha Natural Resources and its affiliates emerged from Chapter 11 bankruptcy protection. The reorganized company is a smaller, privately held company operating 18 mines and eight preparation plants in West Virginia and Kentucky. AMERICAN STEEL: Seeks Approval to Use Cash Collateral ----------------------------------------------------- American Steel Processing Company seeks authorization from the U.S. Bankruptcy Court for the Northern District of Florida to use cash collateral in order to maintain its business operations and protect its ability to reorganize in accordance with Chapter 11 of the Code. As of February 26, 2018, the total principal indebtedness owing by the Debtor to Summit Bank, N.A. was approximately $1,682,427. Summit Bank asserts a security interest in the Debtor's accounts receivable, specific items of equipment and a blanket security interest in all equipment. As of the Petition Date, Summit Bank claims a lien on known accounts receivable -- approximately $129,619 -- which was due from Covanta. The receivable was paid into the Debtor's prepetition restricted account at Summit Bank. However, Summit Bank has frozen the account and refused to release the funds. The Debtor claims that the funds on deposit are essential and necessary for the Debtor to operate because the Debtor requires money to pay for ongoing business expenses, pay utilities and those expenses customarily associated with operation and management of a fast paced national business as it has locations in Florida, Alabama and Pennsylvania, and to pay for other indispensable purposes. Eventually, if Debtor fails to timely pay such items, the Debtor will be forced to close down entirely all of its operations, which will result in irreparable injury to the Debtor, its creditors, and will prevent its chances for an effective reorganization. Prior to filing the Chapter 11, the Debtor attempted to work out a pre-filing cash collateral agreement. However, the Debtor and Summit Bank have not reached an agreement with Summit Bank regarding use of cash collateral nor adequate protection. As such, in the event the Court does not authorize the use of cash collateral, the Debtor believes it will be unable to maintain its current business operations and propose plan of reorganization. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flnb18-50060-20.pdf American Steel Processing Company American Steel Processing Company is a steel fabricator in Panama City, Florida, founded in July 1998. American Steel Processing filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-50060) on Feb. 26, 2018. In the petition signed by Thomas J. Fanell, president/CEO, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Karen K. Specie. The Debtor is represented by Charles M. Wynn, Esq., at Charles Wynn Law Offices, P.A. AMERICAN STEEL: Summit Bank Seeks to Ban Cash Collateral Use ------------------------------------------------------------ Summit Bank, N.A., asks the U.S. Bankruptcy Court for the Northern District of Florida to prohibit American Steel Processing Company from using its cash collateral. Summit Bank objects to the Debtor's use of its equipment collateral, its pre-petition receivable and its cash collateral, including any and all income generated by the inventory and equipment and any and all pre-petition and post-petition accounts receivable. To the extent that the Debtor seeks to use the equipment collateral, the pre-petition receivable and/or cash collateral post-petition, Summit Bank asks the Court to protect and sequester its cash collateral as follows: (a) application of the receivable to the debt owed to Summit Bank; and/or (b) adequate protection to include post-petition replacement liens on accounts receivable and on any new inventory or equipment; (c) monthly adequate protection payments for the use of Summit Bank's cash collateral and equipment collateral; and (d) confirmation of and maintenance of casualty insurance on the equipment collateral and all of the Debtor's equipment and inventory. Summit Bank is a secured creditor in this case and has a first position blanket lien on the Debtor's equipment, inventory and accounts receivable, and has a purchase money lien with respect to specific collateral. According to the Debtor's voluntary petition, Summit Bank is undersecured with a total claim of approximately $1,435,696, and as of Feb. 20, 2018, the Debtor had a prepetition account receivable subject to Summit Bank's Receivable Demand, totaling $129,000. Under 11 U.S.C. Sec. 363(c)(2), a debtor is prohibited from using a creditor's cash collateral absent a court order or the consent of all parties that have an interest in the collateral. Summit Bank has not authorized or consented to any post-petition use of its cash collateral and its interest in the cash collateral is not adequately protected under U.S.C Section 363. Attorneys for Summit Bank: Sarah S. Walton, Esq. Philip A. Bates, Esq. Philip A. Bates, P.A. P.O. Box 1390 Pensacola, FL 32591-1390 Telephone: (850) 470-0091 Facsimile: (850) 470-0441 E-mail: pbates@philipbates.net swalton@philipbates.net American Steel Processing Company American Steel Processing Company is a steel fabricator in Panama City, Florida, founded in July 1998. American Steel Processing filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-50060) on Feb. 26, 2018. In the petition signed by Thomas J. Fanell, president/CEO, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Karen K. Specie. The Debtor is represented by Charles M. Wynn, Esq., at Charles Wynn Law Offices, P.A. AMERICAN TANK: Selling 2006 Fontaine 53 Foot Drop Deck Trailer -------------------------------------------------------------- American Tank Co., Inc., asks the U.S. Bankruptcy Court for the Western District of Louisiana to authorize the sale of a 2006 Fontaine 53 foot drop deck trailer bearing VIN 13N25330871539425. The Debtor owns the trailer. It believes that a sale of the trailer could obtain between $21,000 and $18,500 for the trailer. It is currently not necessary for the purposes of reorganization. The Debtor is asking authority to sell the trailer wherein the proceeds would be deposited in the DIP account for general operations. About American Tank Company American Tank Company, Inc., specializes in fabrication, design, erection, disassembly, inspection and maintenance of API 12B and AWWA D103 Bolted Tanks. American Tank, based in New Iberia, Louisiana, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-51160) on Sept. 5, 2017. In the petition signed by Larry J. Romero, its president, the Debtor disclosed $1.76 million in assets and $1.83 million in liabilities. Judge Robert Summerhays presides over the case. William C. Vidrine, Esq., at Vidrine & Vidrine, PLLC, serves as bankruptcy counsel. The Debtor hired Fran R. Henderson, as its accountant. APPLICATION CONSULTANTS: June 21 Chapter 727 Claims Bar Date ------------------------------------------------------------ A petition was filed on February 21, 2018, commencing an assignment for the benefit of creditors pursuant to chapter 727, Florida Statutes, by Application Consultants, Inc., assignor, with principal place of business at 415 Montgomery Road #165, Altamonte Springs, FL 32714 to Mark Healy, assignee. Pursuant to Section 727.105, Fla. Stat., no proceeding may be commenced against the Assignee except as provided in Chapter 727, and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment of claim against assets of the Estate, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, interested parties must file on or before June 21, 2018, a proof of claim with the Assignee: Mark Healy Michael Moecker & Associates, Inc. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, FL 33315 The case is, In re: APPLICATION CONSULTANTS, INC., Assignor, to MARK HEALY, Assignee, Case No. 2018-CA-000465-16-K, pending before the CIRCUIT COURT OF THE EIGHTEENTH JUDICIAL CIRCUIT IN AND FOR SEMINOLE COUNTY, FLORIDA CIVIL DIVISION. APPVION INC: Keybank & Committee Object to DIP Financing Motion --------------------------------------------------------------- BankruptcyData.com reported that KeyBank National Association and Appvion Inc.'s official committee of unsecured creditors filed with the U.S. Bankruptcy Court separate objections to the motion of the debtors to incur senior DIP financing. The committee asserts, "To the extent that it was unclear to this Court and other parties in interest thus far that the Debtors' only goal in these Chapter 11 Cases is the appeasement of the Majority Lender, the relief requested under the Senior DIP Motion removes any remaining doubt. Through a single pleading, filed on an emergent basis where no emergency exists, the Debtors seek to refinance their postpetition secured credit facility, through a structure designed to trample upon the rights of other creditors and ensure that there will be no competitive auction process for the sale of the Debtors' assets. The Debtors allege that they are in need of additional liquidity in order to finance operations through the conclusion of their sale process and these Chapter 11 Cases. Having already invested hundreds of millions of dollars in the Debtors, the Majority Lender is understandably willing to provide this additional financing of up to $15 million to protect its investment. However, the relief requested through the Senior DIP Motion goes far beyond simply providing additional liquidity to protect the Majority Lender's investment. Not only does the relief requested through the Senior DIP Motion advance the Majority Lender's agenda of ensuring that there is no competitive bidding process and that the Debtors will hand over the keys to the Majority Lender, but the Debtors seek permission to pay the Majority Lender approximately $685,000 in new fees for this privilege. The Committee submits that the requested relief is inappropriate, not supported by applicable law, and should not be approved by this Court. Moreover, the Debtors seek such drastic relief on an expedited basis solely to appease the Majority Lender in its role as the proposed Stalking Horse Purchaser, not to 'avoid immediate and irreparable harm to the estate.' The Debtors should not be allowed to game the system by using increased DIP financing to eviscerate the substantive rights of other creditor constituents and to provide an advantage to the Majority Lender in its capacity as the proposed Stalking Horse Purchaser. Moreover, the Majority Lender should certainly not be permitted to receive a fee for acting in its own self-interest. Accordingly, the Committee respectfully requests that this Court defer consideration of the Senior DIP Motion until the next omnibus hearing." About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. ASCENT RESOURCES: Hires PJT Partners as Investment Banker --------------------------------------------------------- Ascent Resources Marcellus Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ PJT Partners LP, as investment banker to the Debtors. Ascent Resources requires PJT Partners to: a. assist in the evaluation of the Debtors' businesses and prospects; b. assist in the development of the Debtors' long-term business plan and related financial projections; c. analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; d. evaluate the Debtors' debt capacity and alternative capital structures; e. provide strategic advice with regard to restructuring or refinancing the Debtors' Obligations, including analyzing various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring; f. coordinate, lead and participate in negotiations among the Debtors and its creditors and other interested parties; g. value securities offered by the Debtors in connection with a Restructuring; h. advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; i. assist in the pursuit of a Restructuring; j. assist in the pursuit of Asset Dispositions, as mutually agreed between the Debtors and PJT Partners; k. participate in hearings in these chapter 11 cases and provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; l. assist in the development of financial data and presentations to the Board of Directors of Ascent Resources, LLC, various creditors and other third parties; and m. provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a Restructuring, as requested and mutually agreed. PJT Partners will be paid as follows: i. a monthly advisory fee (the "Monthly Fee") in the amount of $175,000 per month from the Effective Date (i.e., September 1, 2016) through December 31, 2016 and $150,000 per month thereafter, payable by the Debtors in cash as follows: (a) for the first month (i.e., September 1 –September 30, 2016) in advance within two business days of execution of this Agreement; and (b) for each month thereafter, in advance on the first day of each month; ii. a DIP financing fee (the "DIP Financing Fee") for any debtor-in-possession ("DIP") financing arranged by PJT Partners, at the Debtors' request, earned and payable upon receipt of a binding commitment letter. If access to the financing is limited by orders of the bankruptcy court, a proportionate fee shall be payable with respect to each available commitment (irrespective of availability blocks, borrowing base, or other similar restrictions). The DIP Financing Fee will be calculated as 1.0% of the total issuance size for DIP financing. No DIP Financing Fee will be earned by PJT Partners for any capital raised from existing stakeholders listed on Schedule I to the Engagement Letter, other than through general solicitation led by PJT Partners; iii. an additional fee (the "Restructuring Fee") equal to $5,250,000 earned and payable upon consummation of a Restructuring. In the event that the Debtors attempt to implement the Restructuring by means of a pre- negotiated chapter 11 plan, the Restructuring Fee is earned and payable upon "the receipt of sufficient commitments, agreements or other expressions of intention to accept" such plan. 7 50% of all Monthly Fees earned after January 1, 2017 will be credited against the Restructuring Fee. iv. in the event the Debtors requests, in writing, the assistance of PJT Partners in regard to an Asset Disposition then, upon the consummation of that Asset Disposition, an Asset Disposition fee ("Asset Disposition Fee") payable in cash at the closing of such Asset Disposition calculated as, for any individual Asset Disposition: a. 1.25% of Asset Disposition Value 9 up to $300,000,000; plus b. 1% of Asset Disposition Value above $300,000,000; c. provided, for any transaction with one of the two counter-parties that have already submitted an indication of interest to the Debtor then the Asset Disposition Fee shall be 75% of the above stated percentage; and d. PJT Partners will credit 50% of any Asset Disposition Fee against the Restructuring Fee. v. reimbursement of all reasonable out-of-pocket expenses incurred during this engagement, including, but not limited to, travel and lodging, direct identifiable data processing, document production, publishing services and communication charges, courier services, working meals, reasonable fees and expenses of PJT Partners' counsel (without the requirement that the retention of such counsel be approved by this Court) and other reasonable and necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the nature and amount of such expenses. Steven Zelin, partner in the restructuring and special situations group of PJT Partners LP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. PJT Partners can be reached at: Steven Zelin PJT PARTNERS LP 280 Park Avenue New York, NY 10017 Tel: (212) 364-7800 About Ascent Resources Marcellus Holdings Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent Resources Marcellus Minerals, LLC were formed to acquire, explore for, develop, produce and operate natural gas and oil properties in the Marcellus Shale. The ARM Entities currently own or have the right to develop 43,000 net acres in northern West Virginia. Ascent Resources Marcellus Holdings and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10265) on Feb. 6, 2017. Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent Resources - Utica, LLC and Ascent Resources Management Services, LLC -- Ascent Entities -- are not included in the ARM Restructuring and their operations remain unaffected by the ARM Restructuring. The Ascent Entities are separate and distinct entities that have their own capital structures, financing and operations. The Ascent Entities do not guarantee any of the ARM Entities debt. The Debtors tapped SULLIVAN & CROMWELL LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as bankruptcy co-counsel; D.R. PAYNE & ASSOCIATES, INC., as restructuring advisor; PJT PARTNERS, as financial advisor; and PRIME CLERK LLC, as claims agent. ASCENT RESOURCES: Hires Prime Clerk as Administrative Advisors -------------------------------------------------------------- Ascent Resources Marcellus Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as administrative advisor to the Debtors. Ascent Resources requires Prime Clerk to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175 to $195 Consultant/Senior Consultant $65 to $165 Technology Consultant $35 to $95 Analyst $30 to $50 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, vice president of Prime Clerk, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK, LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About Ascent Resources Marcellus Holdings, LLC Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent Resources Marcellus Minerals, LLC were formed to acquire, explore for, develop, produce and operate natural gas and oil properties in the Marcellus Shale. The ARM Entities currently own or have the right to develop 43,000 net acres in northern West Virginia. Ascent Resources Marcellus Holdings and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10265) on Feb. 6, 2017. Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent Resources - Utica, LLC and Ascent Resources Management Services, LLC -- Ascent Entities -- are not included in the ARM Restructuring and their operations remain unaffected by the ARM Restructuring. The Ascent Entities are separate and distinct entities that have their own capital structures, financing and operations. The Ascent Entities do not guarantee any of the ARM Entities debt. The Debtors tapped SULLIVAN & CROMWELL LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as bankruptcy co-counsel; D.R. PAYNE & ASSOCIATES, INC., as restructuring advisor; PJT PARTNERS, as financial advisor; and PRIME CLERK LLC, as claims agent. ASCENT RESOURCES: Hires Sullivan & Cromwell as Counsel ------------------------------------------------------ Ascent Resources Marcellus Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Sullivan & Cromwell LLP, as counsel to the Debtors. Ascent Resources requires Sullivan & Cromwell to: a. advise the Debtors with respect to their powers and duties as debtors and debtors-in-possession, including the legal and administrative requirements of operating in chapter 11; b. attend meetings and negotiate with representatives of creditors and other parties-in-interest; c. assist with the preservation of the Debtors' estates, including the prosecution of actions commenced under the Bankruptcy Code or otherwise on their behalf, and objections to claims filed against the estates; d. prepare and prosecute on behalf of the Debtors all motions, applications, answers, orders, reports and papers necessary for the administration of the estates; e. negotiate and prepare on the Debtors' behalf chapter 11 plan(s), disclosure statement(s) and all related agreements and documents; f. advise the Debtors with respect to any sale of assets and negotiate and prepare on the Debtors' behalf all agreements related thereto; g. advise the Debtors with respect to certain corporate, financing and tax matters as requested by the Debtors and without duplication of other professionals' services; h. appear before the Court, and any appellate courts, and protect the interests of the Debtors' estates before such courts; and i. perform all other legal services in connection with these chapter 11 cases as requested by the Debtors and without duplication of other professionals' services. Sullivan & Cromwell will be paid at these hourly rates: Partners $1,150 to $1,435 Of Counsel/Special Counsel $1,100 to $1,390 Associates $550 to $990 Legal Assistants $300 to $435 At all times during the 90 days immediately preceding the Petition Date, Sullivan & Cromwell held as security for payment of its fees and expenses a retainer in the amount of $250,000, which retainer the Debtors funded on January 26, 2017. On February 2, 2018, the Debtors funded the retainer with an additional $500,000. As of the Petition Date, Sullivan & Cromwell hold as security for payment of its fees and expenses a retainer in the amount of $750,000. Sullivan & Cromwell will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. As discussed herein, Sullivan & Cromwell does not ordinarily determine its fees solely on the basis of hourly rates. For the purposes of its engagement by the Debtors, Sullivan & Cromwell has agreed that it will charge for services performed during these chapter 11 cases, and will apply to the Court for approval of such charges, on the basis of the hourly rates described in this Declaration. The hourly rates set forth herein are the same or less than the hourly rates used by Sullivan & Cromwell when preparing estimates of fees under its normal billing practices. In particular, the rates for the more senior timekeepers for each class of personnel represent a discount from the rates used by Sullivan & Cromwell when preparing estimates of fees under its normal billing practices for non-bankruptcy engagements. Question: Do any of the professionals included in this engagement vary their rate based on the 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: Response: As of January 1, 2018, Sullivan & Cromwell performed services for the Debtors at the same hourly rate proposed in connection with these chapter 11 cases. Prior to January 1, 2018, Sullivan & Cromwell performed services for the Debtors at hourly rates determined with reference to its hourly rates for bankruptcy engagements during that period or earlier periods. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtors have approved Sullivan & Cromwell's budget and staffing plan for the period from the Petition Date to April 15, 2018. If necessary, Sullivan & Cromwell expects to submit for approval by the Debtors prospective budgets and staffing plans for the duration of these chapter 11 cases. Robert W. Kelly II, partner of Sullivan & Cromwell LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Sullivan & Cromwell can be reached at: Andrew G. Dietderich, Esq. Brian D. Glueckstein, Esq. Alexa J. Kranzley, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Tel: (212) 558-4000 Fax: (212) 558-3588 About Ascent Resources Marcellus Holdings, LLC Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent Resources Marcellus Minerals, LLC were formed to acquire, explore for, develop, produce and operate natural gas and oil properties in the Marcellus Shale. The ARM Entities currently own or have the right to develop 43,000 net acres in northern West Virginia. Ascent Resources Marcellus Holdings and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10265) on Feb. 6, 2017. Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent Resources - Utica, LLC and Ascent Resources Management Services, LLC -- Ascent Entities -- are not included in the ARM Restructuring and their operations remain unaffected by the ARM Restructuring. The Ascent Entities are separate and distinct entities that have their own capital structures, financing and operations. The Ascent Entities do not guarantee any of the ARM Entities debt. The Debtors tapped SULLIVAN & CROMWELL LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as bankruptcy co-counsel; D.R. PAYNE & ASSOCIATES, INC., as restructuring advisor; PJT PARTNERS, as financial advisor; and PRIME CLERK LLC, as claims agent. ASCENT RESOURCES: Hires Young Conaway as Co-Counsel --------------------------------------------------- Ascent Resources Marcellus Holdings, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as co-counsel to the Debtors. Ascent Resources requires Young Conaway to: a. provide legal advice and services regarding local rules, practices, and procedures and provide substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these cases, bearing in mind that the Court relies on co-counsel such as Young Conaway to be involved in all aspects of each bankruptcy proceeding; b. review, comment, and prepare drafts of documents to be filed with the Court as co-counsel to the Debtors; c. appear in Court and at any meeting with the U.S. Trustee for the District of Delaware (the "U.S. Trustee") and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; d. perform various services in connection with the administration of these cases, including, without limitation, (i) prepare agenda letters, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings; (ii) monitor the docket for filings and coordinate with Sullivan & Cromwell LLP ("Sullivan & Cromwell") on pending matters that need responses; (iii) prepare and maintain critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; (iv) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases; and (v) coordinate with Sullivan & Cromwell on any necessary responses; e. prosecute a chapter 11 plan; and f. perform all other services assigned by the Debtors, in consultation with Sullivan & Cromwell, to Young Conaway as co-counsel to the Debtors; to the extent the Firm determines that such services fall outside of the scope of services historically or generally performed by Young Conaway as co-counsel in a bankruptcy proceeding, Young Conaway will file a supplemental declaration pursuant to Bankruptcy Rule 2014. Young Conaway will be paid at these hourly rates: Pauline K. Morgan $920 Joel Waite $920 Kara Hammond Coyle $595 Ian J. Bambrick $470 Allison S. Mielke $360 Debbie Laskin, Paralegal $285 Young Conaway received an initial retainer of $50,000 on January 4, 2017, in connection with the planning and preparation of initial documents and its proposed post-petition representation of the Debtors. In addition, Young Conaway received payments prior to the Petition Date in the sum of $54,091. After deducting necessary expenses, Young Conaway continues to hold a Retainer in the amount of $51,060. Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the Young Conaway's professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; c. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of December 8, 2016. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application and herein. d. The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Pauline K. Morgan, partner of Young Conaway Stargatt & Taylor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Young Conaway can be reached at: Pauline K. Morgan, Esq. Kara Hammond Coyle, Esq. Joel A. Waite, Esq. Kara Hammond Coyle (No. 4410) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 About Ascent Resources Marcellus Holdings, LLC Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent Resources Marcellus Minerals, LLC were formed to acquire, explore for, develop, produce and operate natural gas and oil properties in the Marcellus Shale. The ARM Entities currently own or have the right to develop 43,000 net acres in northern West Virginia. Ascent Resources Marcellus Holdings and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10265) on Feb. 6, 2017. Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent Resources - Utica, LLC and Ascent Resources Management Services, LLC -- Ascent Entities -- are not included in the ARM Restructuring and their operations remain unaffected by the ARM Restructuring. The Ascent Entities are separate and distinct entities that have their own capital structures, financing and operations. The Ascent Entities do not guarantee any of the ARM Entities debt. The Debtors tapped SULLIVAN & CROMWELL LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as bankruptcy co-counsel; D.R. PAYNE & ASSOCIATES, INC., as restructuring advisor; PJT PARTNERS, as financial advisor; and PRIME CLERK LLC, as claims agent. B. VALDEZ CONSTRUCTION: Hires Carl M. Barto as Bankruptcy Counsel ----------------------------------------------------------------- B. Valdez Construction & Development, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Office of Carl M. Barto, as bankruptcy counsel to the Debtor. B. Valdez Construction requires Carl M. Barto to: a. advise the Debtor with respect to its rights, duties and powers in these cases; b. assist and advise the Debtor in its consultations relative to the administration of these cases; c. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; d. assist the Debtor in the analysis of and negotiations with any third party concerning matters relating to, among other things, the terms of the plan of reorganization; e. represent the Debtor at all hearings and other proceedings; f. review and analyze all applications, orders, statements of operations, and schedules filed with the Court and advise the Debtor as to its propriety; g. assist the Debtor in preparing pleadings and applications as may be necessary in furtherance of the Debtor's interests and objectives; and h. perform such other legal services as may be required and are deemed to be in the interests of the Debtor in accordance with the Debtor's powers and duties as set forth in the Bankruptcy Code. Carl M. Barto will be paid at the hourly rate of $350. Carl M. Barto will be paid a retainer in the amount of $6,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Carl M. Barto, partner of the Law Office of Carl M. Barto, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carl M. Barto can be reached at: Carl M. Barto, Esq. LAW OFFICE OF CARL M. BARTO 817 Guadalupe St. Laredo, TX 78040 Tel: (956) 725.7500 Fax: (956) 722.6732 E-mail: cmblaw@netscorp.net About B. Valdez Construction & Development, Inc. B. Valdez Construction & Development, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-50262) on Dec. 23, 2017, disclosing under $1 million in both assets and liabilities. Carl M. Barto, Esq., at the Law Office of Carl M. Barto, serves as counsel to the Debtor. BELLFLOWER FUNDING: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Bellflower Funding, LLC 18-10507 14140 Ventura Boulevard, Suite 302 Sherman Oaks, CA 91423 Wall 123, LLC 18-10508 14140 Ventura Boulevard, #302 Sherman Oaks, CA 91423 Business Description: Bellflower Funding, LLC and Wall 123, LLC are affiliates of the Woodbridge Group of Companies, LLC, whose cases are currently being jointly administered under the Lead Case No. 17-12560. Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise is a comprehensive real estate finance and development company. http://woodbridgecompanies.com/ Chapter 11 Petition Date: March 9, 2018 Judge: Hon. Kevin J. Carey Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Delaware Bankruptcy Counsel: Sean Matthew Beach, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-576-3281 Email: sbeach@ycst.com Debtors' General Bankruptcy Counsel: KLEE, TUCHIN, BOGDANOFF & STERN LLP Debtors' Claims & Noticing Agent: GARDEN CITY GROUP INC. Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petitions were signed by Bradley D. Sharp, chief restructuring officer. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/deb18-10507.pdf http://bankrupt.com/misc/deb18-10508.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ G3 Group Trade $992,112 8020 Floral Ave Los Angeles, CA 90046 Tel: (805) 557-1075 Email: docs@gthreegroup.com Dane Coyle Custom Homes Inc. Trade $784,207 23945 Calabasas Rd Ste 101 Calabasas, CA 91302 Ophelia Ovenson Tel: (805) 857-0198 Precise Investment Group Commission $679,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 Builder's Team Trade $594,628 8949 Sunset Blvd #201 West Hollywood CA 90069 Tel: (310) 734-7846 Email: info@buildersteam.com City of Los Angeles Trade $571,477 PO Box 30879 Los Angeles, CA 90030-0879 Tel: (213) 473-3231 Janckila Construction Inc. Trade $527,223 75 Buckskin Dr Carbondale, CO 81623 Bret Byman Tel: (970) 963-7239 Email: ken@janckilaconstruction.com David Goldman Commission $379,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 OHS Design & Development LLC Trade $353,700 50 Shatto PL, #411 Los Angeles, CA 90020 Paul Oh Tel: (213) 739-1512 Email: info@ohsdd.com Brook Church-Koegel Commission $349,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 The I-Grace Company Trade $284,081 1964 Westwood Blvd, Ste 425 Los Angeles, CA 90025 John Gasparyan Tel: (310) 645-1555 Email: info@igrace.com Nicole Walker Commission $279,800 14140 Ventura Blvd, Suite 302 Sherman Oaks, CA 91423 Darin Baker Commission $229,800 Sean Renninger Commission $229,191 KAA Design Group Inc. Trade $172,383 Los Angeles Dept of Water and Power Trade $154,615 John Labib & Associates Trade $132,390 Email: info@labibse.com Kim Tavares Commission $100,473 Alba Environmental Services Inc. Trade $92,080 Email: info@albademo.com BT Construction & Development Trade $88,530 Email: btconstruction@mac.com Steve Glick Commission $73,898 Boswell Construction Trade $70,902 Email: info@buildboswell.com HM DG Inc. Trade $68,234 Email: info@hmdginc.com Studio Tim Campbell Trade $62,748 Email: info@studiomk26.com Plus Development LLC Trade $61,700 Email: la@plusdevelopmentgroup.com A Logan Insurance Brokerage Trade $59,481 Email: info@aloganins.com Walker Workshop Design Build Trade $59,460 Email: info@walkerworkshop.com Standard LLP Trade $55,000 Email: info@standardarchitecture.com StudioMK27 Arquitetos Ltda Trade $45,000 Email: info@studiomk26.com Ronald Diez Commission $27,558 Javid Construction Inc. Trade $25,686 Email: timmyjavid@hotmail.com BOBILEFF CORPORATION: Hires Fitzmaurice & Demergian as Counsel -------------------------------------------------------------- Bobileff Corporation d/b/a Bobileff Motorcar Company, seeks authority from the U.S. Bankruptcy Court for the Southern District of California to employ Fitzmaurice & Demergian, as counsel to the Debtor. Bobileff Corporation requires Fitzmaurice & Demergian to: a. prepare, inter alia, of bankruptcy schedules, statement of financial affairs, records and reports as required by the Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules and the U.S. Trustee's Guidelines & Operating and Reporting Requirements; b. prepare of applications, amendments, motions and proposed orders to be submitted to the Court, as deemed necessary; c. prepare applications to employ professionals, and compensation of insiders as necessary; d. represent the Debtor's best interest against any relief from stay proceedings from secured creditor FENB or its successors in interest or any other objection or claim of unsecured creditor; e. advise the Debtor and prepare documents in connection with the continued operation of the Debtor's business; f. advise the Debtor and prepare documents in connection with any liquidation of any of the Debtor's assets; g. assist the Debtor and prepare documents in connection with a plan of reorganization, disclosure statement and obtaining confirmation of the proposed plan of reorganization; and h. provide all other actual and necessary general case administration and representations as may be required by Debtor, the Court and the U.S. Trustee's Guidelines to successfully represent the estate's best interest. Fitzmaurice & Demergian will be paid at the hourly rate of $395. Fitzmaurice & Demergian will be paid a retainer in the amount of $50,000. The amount of $ $12,579.50 was consumed as filing fees and initial services for work done pre-petition. Jack F. Fitzmaurice, a partner at Fitzmaurice & Demergian, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fitzmaurice & Demergian can be reached at: Jack F. Fitzmaurice, Esq. FITZMAURICE & DEMERGIAN 339 Hilltop Dr., Suite 101 Chula Vista, CA 91910 Tel: (619) 591-1000 Fax: (619) 591-1010 E-mail: jackf@fitzmauricelaw.com About Bobileff Corporation Bobileff Corporation, headquartered in San Diego, California, is a full service provider of automotive repair and maintenance. The Company specializes in the restoration and sale of select used Italian cars like Ferrari, Lamborghini, Maserati. Gary Bobileff founded the Company in 1979. http://www.bobileff.com/ Bobileff Corporation, based in San Diego, CA, filed a Chapter 11 petition (Bankr. S.D. Cal Case No. 18-00459) on Jan. 30, 2018. In the petition signed by Gary Bobileff, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Jack F. Fitzmaurice, Esq., at Fitzmaurice & Demergian, serves as bankruptcy counsel. CENVEO INC: Gets Final Order on $290-Mil. DIP Financing Motion -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved, on a final basis, Cenveo Inc.'s financing motion. As previously reported, "To obtain liquidity critical to funding its operations and these chapter 11 cases, Cenveo, with the assistance of Rothschild, completed an exhaustive marketing process to solicit proposals for debtor-in-possession financing from members of the First Lien Noteholder Group, the Prepetition ABL Lenders, Brigade, in its capacity as cross-over lender under the First and Second Lien Notes, an institution holding the entire amount outstanding under the FILO Notes and a majority of the amount outstanding under the Unsecured Notes, and five other institutions. This exhaustive process was ultimately successful, culminating in a $190 million ABL DIP Facility provided by the Prepetition ABL Lenders and a new $100 million DIP Term Facility backstopped by more than a majority of the holders of First Lien Notes. The DIP Term Facility will pay down, and create availability under, the ABL DIP Facility. In turn, the availability under the ABL DIP Facility will provide sufficient liquidity to fund these chapter 11 cases and Cenveo's general corporate operations, support foreign operations, finance operational restructuring and cost-savings initiatives, and, importantly, make payments to Cenveo's vendors and other participants in Cenveo's supply chain." About Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, the Company says it delivers quality solutions and services every day to its more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo Cooper LLC as restructuring advisor; and Prime Clerk LLC as notice, claims & balloting agent, and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases. CHINA FISHERY: BANA, Noteholders Oppose Intercompany Claims Deal ---------------------------------------------------------------- BankruptcyData.com reported that the senior noteholder committee and Bank of America, N.A. (BANA) filed with the U.S. Bankruptcy Court separate objections to China Fishery Group's chapter 11 trustee and the other Debtor's joint motion for an order approving the settlement agreement netting intercompany claims among and between CFG Peru Singapore, the other Debtors, and the non-debtor affiliates, including the CFG Peru Singapore subsidiaries. Bank of America asserts, "In this Objection, BANA does not seek to stop the sale of the Peruvian Opcos; it has throughout these Chapter 11 Cases strongly advocated for such a sale. Nor does BANA oppose the settlement and netting of the Intercompany Claims if that will facilitate a successful sale. BANA merely seeks through this Objection to correct the unique and altogether unfair prejudice it alone will sustain as a result of the Netting of claims as specifically proposed by the Other Debtors and Trustee. Where the Motion solidifies the immediate cash payment from sale proceeds to creditors like the Noteholders who are situated similarly to BANA, it forces BANA to wait for payment, if it comes at all, and in so doing, to place its trust in the very Debtors and the Ng family on whose actions BANA fought so hard to impose restraint. That is a bridge too far, and as to BANA, the Motion contradicts every assurance of post-sale treatment BANA had received from both the Chapter 11 Trustee and the Other Debtors. As to BANA, the netting defects are fixable, but to date, the Motion's proponents have refused any fix and, as a result, BANA respectfully submits that because its treatment under the Motion is altogether inequitable and prejudicial, the Motion in its current form should be denied." About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. In the petition signed by CEO Ng Puay Yee, China Fishery Group estimated its assets at $500 million to $1 billion and debt at $10 million to $50 million. The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP, as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CHINA FISHERY: Damanzaiho Vessel Open for Overbids Til Mar. 16 -------------------------------------------------------------- BankruptcyData.com reported that China Fishery Group filed with the U.S. Bankruptcy Court a notice of sale of a non-debtor vessel in accordance with non-debtor asset sale order. The notice states, "If a party is interested in submitting an overbid for the 'Damanzaihao', such overbid must be received by March 16, 2018 at 4:00 p.m. (Eastern Time). Pursuant to the Non-Debtor Asset Sale Order, the Chapter 11 Trustee proposes to enter into the transaction (the 'Proposed Transaction'), which involves the private sale or transfer of the 'Damanzaihao', a non-debtor vessel to a single buyer or group of related buyers. The Trustee intends to sell the 'Damanzaihao', a fishing vessel currently anchored in the port of Chimbote, Peru, to Windspeed Enterprise Limited, a British Virgin Islands limited liability company. CFG Peru Singapore subsidiary involved is Sustainable Fishing Resources S.A.C., with a consideration of $10,800,000." About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. In the petition signed by CEO Ng Puay Yee, China Fishery Group estimated its assets at $500 million to $1 billion and debt at $10 million to $50 million. The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP, as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CHRISTOPHER RIDGEWAY: Law Firm Awarded Reduced Compensation ----------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Eastern District of Louisiana granted Adams and Reese, LLP application for compensation for representing debtor Christopher Martin Ridgeway in his individual chapter 11 case as well as in an appeal before the United States Court of Appeals for the Sixth Circuit. A&R sought $967,776.76 in fees and costs. Stryker Corporation and Howmedica Osteonics objected to the application. The court awarded A&R $282,811.02 on an interim basis and after an evidentiary hearing ordered the parties to file supplemental memoranda. Ridgeway's contentious chapter 11 case concluded with a confirmed plan of reorganization fully paying all but one allowed pre-bankruptcy claim. Stryker, the debtor's sole remaining unpaid creditor, holds an unliquidated unsecured claim based on a federal trial court judgment against Ridgeway and his wholly owned business, Stone Surgical, LLC, for $745,195. Stryker objected to A&R's fees on several grounds. Its unresolved objections as of the evidentiary hearing were: 1. A&R was not authorized to represent the chapter 11 debtor in his appeal and fees for that work should be disallowed. 2. Even if A&R's engagement included the appellate work, the bankruptcy estate should not bear all the fees for the appeal because A&R simultaneously represented Stone Surgical, a co-appellant and debtor's affiliate. 3. A&R is not entitled to payment at paralegal rates for administrative or clerical work. 4. A&R is not entitled to compensation for services for which time entries are redacted or vague or for which excessive time was billed. The Court finds that all but one of Stryker's challenges has merit. Regarding A&R's fee application, the Court finds that the fee requested merit reductions. A review of the billing statements for the appellate work supports a finding that A&R lawyers imprudently spent excessive amounts of time handling the appeal. The billing statements also reveal charges for multiple conferences and telephone conferences about appeal matters among A&R lawyers on June 30; July 7, 11 and 12; August 8; and September 16 and 28, 2016. To summarize, "the court's supervisory power is not limited to the situation in which the fees are ethically excessive. Courts can limit fee requests that exceed the outer limit of reasonableness, where the fee 'has resulted in such an enrichment at the expense of the client that it offends a court's sense of fundamental fairness and equity.' A fee can exceed the outer limit of reasonableness 'without necessarily being so "clearly excessive" as to justify a finding of a breach of ethics.'" The evidence supports awarding A&R a fee of $300,000 for prosecuting the appeal on behalf of both Ridgeway and Stone Surgical. The next issue is the portion that the estate should bear. Stryker contends that Stone Surgical should pay half of the fees A&R seeks for its appellate work because A&R represented both Ridgeway and Stone in the appellate court. In response, A&R maintains that Stone Surgical was only nominally a party in the Michigan litigation, though it concedes that Stone would have benefitted had the court of appeals reversed the trial court. A&R argues against dividing the total sought between Ridgeway and Stone but offers no specific suggestion for reducing the debtor's share of the bill. Stone is a classic free rider: it seeks to pay nothing for A&R's services on appeal even though success on appeal would revive a presumably valuable claim against Stryker and Howmedica. Stone Surgical stood to benefit had its appeal succeeded and permitted it to pursue $165 million in state law claims, and so it should bear part of the cost of the appeal. Assessing half of the fees to Stone is neither unreasonable nor unfair to A&R or Stone. The latter personally guaranteed A&R's fees for the Ridgeway engagement; the former bargained to accept payment from Stone Surgical if for any reason Ridgeway or his bankruptcy estate were unable to pay the fees. Accordingly, of the $300,000 the court deems reasonable for the appeal, A&R is entitled to payment of $150,000 from Ridgeway; it may seek the balance from Stone Surgical. In summary, the court awards A&R on a final basis fees of $402,238 and $17,489.52 in costs for its work on the debtor's bankruptcy, and fees of $150,000 and $3,580.87 in costs for its work on the debtor's appeal. A full-text copy of Judge Dodd's Memorandum Opinion dated Feb. 27, 2018 is available at: http://bankrupt.com/misc/laeb16-10643-680.pdf Christopher Martin Ridgeway filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 16-10643) on March 23, 2016, and is represented by attorneys at Adams and Reese, LLP. COBALT INT'L: Names Successful Bidders on 5 Assets -------------------------------------------------- BankruptcyData.com reported that Cobalt International Energy filed with the U.S. Bankruptcy Court a notice of successful bidders and backup bidders. The notice states, "At the Auction, the Debtors, in consultation with the Consultation Parties, determined the following Bids to be Successful Bids and Backup Bids: as to the Debtors' Heidelberg assets, the Successful Bidder is W&T Offshore, Inc. with a Bid of $31.1 million; as to the Debtors' Shenandoah assets, the Successful Bidder is Navitas Petroleum US, LLC with a Bid of $1.8 million; as to the Debtors' North Platte assets, the Successful Bidders are Total E&P USA, Inc. and Statoil Gulf of Mexico LLC with a Bid of $339 million, and the Backup Bidder is GOM Offshore Holdings LLC5; as to the Debtors' Anchor assets, the Successful Bidder is Total E&P USA, Inc. with a Bid of $181 million, and the Backup Bidder is GOM Offshore Holdings LLC; and as to the Debtors' exploration assets, the Successful Bidder is Total E&P USA, Inc. with a Bid of $25 million, and the Backup Bidder is GOM Offshore Holdings LLC." About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com/-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; Ernst & Young LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Baker Botts LLP and Susman Godfrey LLP serve as special litigation counsel. An official committee of unsecured creditors was appointed in the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead counsel to the Committee; Snow Spence Green LLP as local counsel; and Conway MacKenzie, Inc., as financial advisor. COLONIAL PENNIMAN: Deed of Easement Gives Same Rights to Successors ------------------------------------------------------------------- Appellants/Cross-Appellees John and Maxine Williams and Appellee/Cross-Appellant Colonial Penniman LLC in the appeals case captioned JOHN WILLIAMS, et al., Appellants/Cross-Appellees, v. COLONIAL PENNIMAN, LLC, Appellee/Cross-Appellant, Civil Action No. 4:17cv109 (E.D. Va.), appeal certain decisions of the U.S. Bankruptcy Court for the Eastern District of Virginia. Appellee acquired an 8.42 acre parcel of land on the James River from Appellants on Jan. 15, 2007. As part of that transfer, Appellee and Appellants entered into a deed of easement with the Property as the dominant estate and Appellants' remaining property as the subservient estate. After Appellee subdivided the Property for development, the Parties began disputing the scope of the easement, and Appellants used barriers to restrict access. Upon review, District Judge Henry Coke Morgan, Jr. remands the matter to the Bankruptcy Court for further proceedings regarding the management of the bankruptcy estate but otherwise affirms the remainder of the opinion in two particular respects: finding that the Deed of Easement permits all uses "for the benefit of Appellee and finding that Appellee's successors in interest will have the same rights in the Deed of Easement as Appellee has. The Court's rulings on these issues are independent of and do not alter the zoning requirements of James City County as they apply to the Appellee's property, nor do they invade the jurisdiction of the bankruptcy court to manage this pending bankruptcy proceeding including the requirements in contracts for sale in the bankruptcy estate. A full-text copy of Judge Morgan's Opinion and Order dated Feb. 22, 2018 is available at https://is.gd/6qKVTw from Leagle.com. John Williams & Maxine Williams, Appellants, represented by Paul Arthur Driscoll -- paul@zemanianlaw.com -- Zemanian Law Group & Peter G. Zemanian -- pete@zemanianlaw.com -- Zemanian Law Group. Colonial Penniman, LLC, Appellee, represented by William Greer McCreedy, II, The McCreedy Law Group, PLLC. EVB, successor by merger to Virginia Company Bank, Mark C. Hanna, Trustee & Conway H. Shield, Trustee, Appellees, represented by Kimberly Ann Taylor, Kepley Broscious & Biggs PLC. Headquartered in Williamsburg, VA, Colonial Penniman, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 16-50394) on March 24, 2016, with estimated assets of $1 million to $10 million and estimated liabilities at $1 million to $10 million. The petition was signed by C. Lewis Waltrip, II, Trustee, manager. COPSYNC INC: Court OKs Modified Payment Schedule to Kologik ----------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved COPSync's motion for entry of agreed amended order (a) approving the sale of assets free and clear with liens, claims and encumbrances attaching to the proceeds; (b) approving purchase agreement; (c) determining that the purchaser is a good faith purchaser pursuant to Section 363(m); (d) approving the assumption and assignment of certain contracts and leases; and (e) abrogating the bankruptcy rule 6004(h) stay of the order. As previously reported, "According to the Asset Purchase Agreement the purchase price for the Debtor's assets consisted of (i) a credit bid in the amount of $1,000,000 arising from secured debt owned by Kologik Capital; (ii) repayment by Kologik Capital of the DIP financing owed by the Debtor to an affiliate of Kologik Capital, Kologik Finance Partners, LLC; (iii) issuance of 10% of equity in the parent of Kologik Capital, Kologik, LLC f/k/a Thinkstream Acquisition, LLC ('Kologik'); and (iv) the payment of $600,000 cash on or before 60 days from the date of closing. The Debtor and Kologik Capital, along with Kologik, have worked closely to negotiate a slight modification of the payment schedule due under the Asset Purchase Agreement. Kologik Capital has made several payments totalling $389,000 and as of the date of the filing of this motion owes $211,000 on the purchase price due under the Asset Purchase Agreement. Given the good faith shown to date by Kologik Capital in making payments, the relatively small amount of additional time needed for Kologik Capital to make the remaining payment, not to mention that the Debtor maintains an equity interest in Kologik, the Debtor and Kologik Capital wish to amend the terms of the Asset Purchase Agreement only as follows, with all other terms remaining in force and effect: Paragraph 2(a)(iii) is amended to state, '$600,000 in cash, payable as follows: (1) $39,000 on or before February 2, 2018; (2) an additional $50,000 on or before February 12, 2018; (3) an additional $300,000 on or before March 2, 2018, and (4) all remaining amounts due on or before March 16, 2018." About COPsync COPsync, Inc. was created in 2005 as a "software for a service” or “SaaS” platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP, serves as special counsel. Alliance Overnight Document Service, LLC, is the Debtor's noticing agent. CUMULUS MEDIA: Wants Plan Filing Deadline Moved to July 26 ---------------------------------------------------------- BankruptcyData.com reported that Cumulus Media Inc. filed with the U.S. Bankruptcy Court a motion for entry of an order extending the exclusive periods to file a chapter 11 plan and solicit acceptances thereof, through and including July 26, 2018 and September 24, 2018, respectively. The extension motion explains, "The Plan's deleveraging of the Debtors' balance sheet affords the Company a 'fresh start' and provides a foundation for the long-term viability of the Company's businesses for the benefit of its employees, customers and other stakeholders. The Debtors have achieved significant progress in these Chapter 11 Cases on an expedited timeline, including obtaining both requisite financing (through the consensual use of cash collateral) to stabilize and continue their operations in the ordinary course of business and approval of the disclosure statement for the Plan while avoiding the cost or distraction of significant value-eroding litigation. Nevertheless, significant work remains to be done. Accordingly, the Debtors need to maintain the exclusive right to file a chapter 11 plan and solicit votes thereon to achieve their remaining objectives as efficiently and expeditiously as possible. In contrast, allowing the exclusivity periods to expire would introduce unnecessary uncertainty and confusion into the Chapter 11 Cases and will impose substantial additional costs on the Debtors' estates. The facts and circumstances of these Chapter 11 Cases more than justify an initial modest four-month extension of the Debtors' exclusive periods in which to file and solicit votes on a plan." The Court scheduled a March 21, 2018 hearing to consider the extension motion with objections due by March 16, 2018. About Cumulus Media Cumulus Media Inc. (OTCQX: CMLS) — http://www.cumulus.com/— is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. In the petition signed by Richard Denning, senior vice president and general counsel, the Debtors estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. The U.S. Trustee for Region 2 on Dec. 11, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. CYN RESTAURANTS: May Continue Using Cash Collateral Until April 6 ----------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut has entered a third preliminary order authorizing Cyn Restaurants LLC to collect and use the cash collateral to continue the usual and ordinary course of its business by paying those budgeted expenditures through April 6, 2018 as set forth on the budget. Any objection to the continued use of cash collateral must be filed and served no later than March 23, 2018. A further hearing on the continued use of cash collateral will be held on March 28, 2018, at 10:00 a.m. The approved Budget for March 2018 shows total cash disbursements of approximately $61,015. Prior to the Petition Date, the Debtor and Webster Bank, as well as Community Investment Corp. were parties to Loans and Security Agreements pursuant to which, among other things, Webster Bank and Community Investment Corp. provided the Debtor with a loans and credit facilities secured by liens and/or security interests in substantially all of the Debtor's assets. As of the Petition Date, the Debtor was indebted to Webster Bank in the amount of $382,176 and was also indebted to Community Investment Corp. in the amount of $208,000. Webster Bank and Community Investment Corp. are granted post-petition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against the Debtor's property. As security for the Adequate Protection Claim, Webster Bank and Community Investment Corp. are granted enforceable and perfected replacement liens and/or security interests in the postpetition assets of the Debtor's estate equivalent in nature, priority and extent to the liens and/or security interests of Webster Bank and Community Investment Corp., in the Pre-Petition Collateral and the proceeds and products thereof. Additionally, the Debtor will pay Webster Bank $1,360 as adequate protection for March, 2018. The Debtor will also continue to keep the Collateral fully insured against all loss, peril and hazard and make Webster Bank and Community Investment Corp. loss payees as their interests appear under such policies. A full-text copy of the Third Preliminary Order is available at http://bankrupt.com/misc/ctb18-30185-54.pdf About Cyn Restaurants Based in Shelton, Connecticut, Cyn Restaurants LLC is engaged in the business of the operation of a restaurant known as Stone's Throw located at 337 Roosevelt Drive, Seymour, CT. Cyn Restaurants filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-30185) on Feb. 5, 2018. In the petition signed by Peter Hamme, the Debtor estimated $100,000 to $500,000 in assets and $500,001 to $1 million in liabilities. James M. Nugent, Esq., at Harlow, Adams & Friedman, P.C., is the Debtor's counsel. CYPRESS-LAGUNA: Allowed to Expend Cash Collateral Until April 11 ---------------------------------------------------------------- Judge Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California has entered an order authorizing Cypress Urgent Care, Inc. and Laguna Dana Urgent Care, Inc. (collectively, the "Cypress-Laguna Debtors"), directly or through Radiant Physician Group, to use and expend cash collateral during the interim period through and including April 11, 2018. Any and all financial institutions holding funds of the bankruptcy estates are instructed to allow the Cypress-Laguna Debtors to utilize such funds during the interim period. During the interim period, the Cypress-Laguna Debtors are authorized to make monthly expenditures in an amount not to exceed 115% of the actual and necessary expenditures set forth in the Operative Budget without the consent or approval of Opus or further Court order. Opus Bank is granted a replacement lien in the Cypress-Laguna Collateral and all prepetition and postpetition assets, including the Cypress-Laguna Debtors' accounts, inventory and equipment, in which and to the extent the Cypress-Laguna Debtors hold an interest, whether tangible or intangible, whether by contract or operation of law. Such replacement lien will have the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by Opus Bank as of Petition Date. In addition, the Cypress-Laguna Debtors will continue to tender to Opus Bank a monthly adequate protection payment in the amount of $9,250 payable to Opus Bank by no later than the 25th of each month that such payment is due. Opus Bank will apply any amounts received to reduce the indebtedness secured by the Collateral as permitted under the applicable loan documents. The Cypress-Laguna Debtors are required to provide periodic reporting in the format consistent with the prior cash collateral reports provided by the Cypress-Laguna Debtors. The Cypress-Laguna Debtors are also required to provide Opus Bank and David P. Stapleton, in his capacity as the Receiver, copies of Cash Collateral Reports The status conference in these jointly-administered bankruptcy cases is hereby continued to April 11, 2018 at 10:00 a.m. The hearing on the Cash Collateral Motion is continued to April 11, 2018 at 11:00 a.m. Any brief in support of the Cash Collateral Motion or the Dismissal Motion must be filed and served on or before March 28, 2018. Any opposition to such brief must be filed and served on or before April 4, 2018. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb17-13077-482.pdf Attorneys for Secured Creditor Opus Bank Barry A. Smith, Esq. Steven M. Spector, Esq. Anthony J. Napolitano, Esq. Buchalter, A Professional Corporation 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017-2457 Telephone: (213) 891.0700 Facsimile: (213) 896.0400 E-mail: bsmith@buchalter.com sspector@buchalter.com anapolitano@buchalter.com About Hoag Urgent Care-Tustin Hoag Urgent Care-Tustin, Inc., and its affiliates operate five urgent care clinics located throughout Southern California. Hoag Urgent Care-Tustin and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 17-13077) on Aug. 2, 2017. In the petitions signed by Dr. Robert C. Amster, president, the Debtors estimated assets and liabilities of $1 million to $10 million. Judge Theodor Albert presides over the cases. The Debtors hired Baker & Hostetler LLP as legal counsel; Keen-Summit Capital Partners LLC as investment banker; and Grobstein Teeple LLP as their accountants. DANA INC: Merger With GKN Unit No Impact on Moody's Ba3 CFR ----------------------------------------------------------- The announcement by Dana Incorporated that it has signed definitive agreements to combine with the Driveline division of GKN plc (GKN Driveline) is a positive credit development for the long-term but does not currently impact Dana's Ba3 Corporate Family Rating, or stable rating outlook. Dana Incorporated, headquartered in Maumee, Ohio, is a global manufacturer of driveline, sealing and thermal management products serving OEM customers in the light vehicle, commercial vehicle and off-highway markets. Revenue for the 2017 was approximately $7.2 billion. DELOS MEGACORE: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Delos Megacore, Ltd. 10541 Berry Knoll Drive Dallas, TX 75212 Business Description: Delos Megacore, Ltd. is a privately held company in Dallas, Texas. Chapter 11 Petition Date: March 11, 2018 Case No.: 18-40992 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Mark X. Mullin Debtor's Counsel: Jeff P. Prostok, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 E-mail: jpp@forsheyprostok.com jprostok@forsheyprostok.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John H. Carney, manager. A copy of the Debtor's list of four unsecured creditors is available for free at: http://bankrupt.com/misc/txnb18-40992_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-40992.pdf DIAMOND CONTRACT: Hires Boyle & Valenti as Bankruptcy Counsel ------------------------------------------------------------- Diamond Contract Flooring, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Boyle & Valenti Law, P.C., as bankruptcy counsel to the Debtor, substituting McDowell Posternock Apell & Detrick, P.C. By Order dated Nov. 1, 2017, McDowell Posternock Apell & Detrick, P.C. On Dec. 31, 2017, McDowell Posternock ceased practicing law. Diamond Contract requires Boyle & Valenti to: a. advise the Debtor of its rights, powers, and duties as debtor-in-possession in continuing to operate and manage its assets; b. advise the Debtor concerning, and assist in the negotiation and documentation of the use of cash collateral and debtor- in-financing, debt restructuring and related transactions; c. review the nature and validity of agreements relating to the Debtor's business and advise the Debtor in connection therewith; d. review the nature and validity of liens, asserted against the Debtor and advise to the enforceability of such liens; e. advise the Debtor concerning the actions it might take to collect and recover property for the benefit of their estates; f. prepare on the Debtor's behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules, and other documents, and review all financial and other reports to be filed in the Debtor's Chapter 11 case; g. advise the Debtor concerning and prepare responses to, applications, motions pleadings, notices and other papers which may be filed in the Debtor's Chapter 11 case; h. counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; i. prosecute claims on behalf of the Debtor; and j. perform all other legal services for and on behalf of the Debtor which may be necessary or appropriate in the administration of the Chapter 11 case. Boyle & Valenti will be paid at these hourly rates: Attorneys $300 to $350 Paralegals $100 Boyle & Valenti will also be reimbursed for reasonable out-of-pocket expenses incurred. Carrie Jeanne Boyle, a partner at Boyle & Valenti Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Boyle & Valenti can be reached at: Carrie Jeanne Boyle, Esq. BOYLE & VALENTI LAW, P.C. 10 Gove Street Haddonfield, NJ 08003 Tel: (856) 499-3335 Fax: (856) 216-7456 E-mail: cboyle@b-vlaw.com About Diamond Contract Flooring Diamond Contract Flooring, LLC, is a privately held company in Bensalem, Pennsylvania, and has been in the business of wholesale-floor coverings since 2000. The company sells and installs carpeting, tile, hardwoods and other types of flooring for residential and commercial establishments in both Pennsylvania and New Jersey. Diamond Contract Flooring filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-16672) on Sept. 29, 2017. In the petition signed by Christopher Diamond, president, the Debtor disclosed $142,481 in assets and $1.32 million in liabilities. The Hon. Eric L. Frank presides over the case. McDowell Posternock Apell & Detrick, P.C., serves as bankruptcy counsel to the Debtor, and later substituted by Boyle & Valenti Law, P.C., as bankruptcy counsel. EOC GROUP: Moody's Assigns B2 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service assigned first time ratings to EOC Group, Inc. ("Mavis"), including a B2 Corporate Family Rating. Moody's also assigned a B1 rating to the company's senior secured revolving credit facility and 1st lien term loan and delayed draw term loan. Moody's also assigned a Caa1 rating to the company's 2nd lien term loan and delayed draw term loan. These new ratings are being issued in conjunction with the acquisition of Mavis by affiliates of Golden Gate Capital for roughly $1.85 billion, which equates to a rough multiple of around 16 times. Mavis will then be combined with another Golden Gate portfolio company, Express Oil Change & Tire Engineers ("Express"). The rating outlook is stable. "The ratings reflect the strength of Mavis brand and franchise in the replacement tire segment in the geographies in which itoperates, as well as the risks inherent in a sponsor-owned company," states Moody's Vice Presdient Charlie O'Shea. "Leverage is very high for the rating and will fluctuate depending on the cadence of acquisitions but interest coverage is acceptable especially given the cadence of acquisitions," continued O'Shea. "In addition, Moody's expects dividends to the sponsor to be minimal in the medium term." Assignments: Issuer: EOC Group, Inc. -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Revolving Credit Facility, Assigned B1(LGD3) -- Senior Secured 1st Lien Term Loan, Assigned B1(LGD3) -- Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B1(LGD3) -- Senior Secured 2nd Lien Term Loan, Assigned Caa1(LGD5) -- Senior Secured 2nd Lien Delayed Draw Term Loan, Assigned Caa1(LGD5) Outlook Actions: Issuer: EOC Group, Inc. -- Outlook, Assigned Stable RATINGS RATIONALE The B2 Corporate Family Rating considers Mavis' market position in an extremely-fragmented segment of retail, with penetration and brand recognition clearly evident in its chosen markets, as well as high proforma leverage (over 8.5 times), due to the fully-priced structure of the acquisition, but should moderate as the company integrates the two businesses. Ratings also consider the company's financial sponsor ownership, with a key rating driver very limited dividends until Mavis' leverage profile improves meaningfully and becomes more predictable. Mavis' liquidity profile, which Moody's characterizes as good, is another key factor, with the expectation that the revolving credit facilty will be minimally used. The stable outlook hinges on Mavis' ability to successfully source, finance, and integrate new acquisition opportunities such that they are accretive from an EBITDA perspective within 12-18 months. An upgrade is unlikely over the medium term given the expectation that credit metrics will remain weak. Over time, ratings could be upgraded if debt/EBITDA settles in at a level approaching 6 times provided EBIT/interest was sustained above 2 times. Ratings would be downgraded in the event meaningful sponsor dividends occur prior to some improvement of credit metrics either via operating results or debt repayments such that debt/EBITDA is likely to settle in the low 7 times range or EBIT/interest began trending around 1.5 times. EOC Group, Inc. is the parent company of Mavis Discount Tire, Inc. and Express Oil Change & Tire Engineers, and is owned by affiliates of Golden Gate Capital. FALLBROOK TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- The Office of the U.S. Trustee on March 9 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Fallbrook Technologies Inc. About Fallbrook Technologies Fallbrook Technologies -- http://www.fallbrooktech.com/-- is the inventor of the revolutionary NuVinci [(R)] continuously variable planetary (CVP) technology, which enables performance and efficiency improvements for machines that use an engine, pump, motor, or geared transmission system -- including urban mobility vehicles, cars and trucks, industrial equipment, and many other applications. Fallbrook has a unique collective development model and community through which NuVinci technology licensees share enhancements, which adds to the value of the technology and accelerates product development. This approach enables forward-looking companies, who wish to create visionary new products with NuVinci technology, to move quickly from concept to market commercialization. Fallbrook is based in Cedar Park near Austin, Texas, USA and holds rights to over 800 patents and patent applications worldwide. Fallbrook Technologies filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10384) together with its affiliates Fallbrook Technologies International Co. (Bankr. D. Del. Case No. 18-10385); Hodyon, Inc. (Bankr. D. Del. Case No. 18-10386) and Hodyon Finance, Inc. (Bankr. D. Del. Case no. 18-10387) on Feb. 26, 2018. In the petitions signed by Roy Messing, chief restructuring officer, lead debtor Fallbrook Technologies Inc. indicated $50 million to $100 million in total assets and $100 million to $500 million in total liabilities. The cases are assigned to the Judge Mary F. Walrath. The Debtors hired Jordan A. Wishnew, Esq. at Shearman & Sterling LLP as their general counsel; and Betsy L. Feldman, Esq. at Young Conaway Stargatt & Taylor, LLP as their local counsel. FARRIN ENTERZARI-ULLAH: Dist. Ct. Upholds Dismissal of Ch. 7 Case ----------------------------------------------------------------- Appellant Farrin B. Enterzari-Ullah in the appeals case captioned ARRIN B. ENTERZARI-ULLAH, Appellant, v. THE COLUMBIA CONDOMINIUM, Appellee, No. 18 Civ. 1380 (PAE) (S.D.N.Y) filed an emergency motion seeking reversal of an order dated Feb. 13, 2018 by the Honorable Shelley C. Chapman, United States Bankruptcy Judge. That order, which dismissed Ullah's fourth successive bankruptcy petition as made in bad faith and barred Ullah from filing successive such petitions, effectively cleared the way for the sale on Feb. 21, 2018 of Ullah's condominium unit. On Feb. 20, 2018, appellee the Columbia Condominium filed a letter response urging denial of the motion. District Judge Paul A. Engelmayer denied Ullah's emergency motion. The bankruptcy cases arises out of a lien held by the Condominium on Ullah's condominium unit resulting from Ullah's failure to pay common charges. On Oct. 6, 2015, Ullah filed for relief under Chapter 11 of the Bankruptcy Code. During those proceedings, the Condominium filed, and the Bankruptcy Court granted, a motion for relief from the automatic stay. On May 16, 2016, Ullah filed a Chapter 7 case arising from the same foreclosure, also before Judge Chapman. Ullah's initial, Chapter 11 bankruptcy case was still pending. On June 14, 2016, the Bankruptcy Court dismissed the Chapter 7 case, construed the petition as a motion to convert the pending Chapter 11 case to a Chapter 7 case, and granted the motion to convert. Ullah thereupon withdrew the original petition, as converted, and Judge Chapman dismissed the case. On July 26, 2017, Ullah filed yet another bankruptcy petition, her third, arising from the same foreclosure. This petition, brought under Chapter 11 and also before Judge Chapman, remains pending. On Jan. 22, 2018, in connection with her third petition, Ullah filed an emergency motion in the United States District Court to reverse Judge Chapman's order lifting the automatic stay. On Jan. 24, 2018, Judge Gardephe denied that motion on the ground that the notice of appeal had not been timely filed. On Jan. 24, 2018, with the 17-12053 bankruptcy case still pending, Ullah filed a fourth petition -- the Chapter 7 petition from which this appeal is taken. On Feb. 13, 2018, Judge Chapman dismissed the fourth petition as having been filed in bad faith. On Feb. 16, 2018, Ullah filed an emergency motion to reverse Judge Chapman's order. The Court denies Ullah's emergency motion on both procedural and substantive grounds. As to procedural deficiencies: Ullah's motion seeks to "reverse Judge Chapman's order dated Feb. 13, 2018."But to grant such relief -- i.e., to revive Ullah's fourth bankruptcy action as potentially meritorious -- the Court would require a complete record and briefing. Given the press of time, the Condominium has not had a full opportunity to develop its arguments for affirmance. Moreover, to the extent that Ullah recasts the relief she seeks as a request that the Court intervene to stay the auction scheduled for Feb. 21, 2018, Ullah effectively asks the Court to vitiate Judge Gardephe's and Judge Chapman's orders in the third petition, as well as Judge Chapman's order in the fourth, so as to re-impose the automatic stays that Judge Chapman held were properly lifted. Ullah does not, however, appeal Judge Gardephe's ruling dismissing her appeal. The Court will not permit Ullah to end-run this proper procedure. As to substantive deficiencies: Assuming arguendo that the Court may reverse Judge Chapman's Order without the benefit of full briefing and an appellate record, Ullah's motion is substantively without merit. The Court has taken judicial notice of the proceedings underlying this bankruptcy litigation. The documents filed there amply demonstrate that Judge Chapman's Order was proper. A full-text copy of the Court's Opinion and Order dated Feb. 20, 2018 is available at https://is.gd/nADXXx from Leagle.com. Farrin B. Enterzari-Ullah, Appellant, pro se. The Columbia Condominium, Appellee, represented by Vincent J. Roldan, Vandenberg & Feliu. Farrin Batool Enterzari-Ullah filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-12053) on July 26, 2017. FOCUS FINANCIAL: S&P Affirms 'B+' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said it affirmed its 'B+' issuer credit rating on Focus Financial Partners LLC. The outlook remains stable. S&P said, "We also affirmed our 'B+' issue rating on the company's first-lien credit facility and 'B-' issue rating on its second-lien term loan. We revised our recovery rating on the first-lien facility to '4', indicating our expectation for modest recovery (45%) for debtholders in the event of payment default, from '3' (50%). The recovery rating on the second-lien term loan remains at '6', indicating negligible (0%) recovery prospects. The ratings affirmation reflects that, despite the projected increase in debt following Focus' announcement of a $200 million add-on to its first-lien term loan, S&P continues to expect leverage will moderate in the next 12 months given the strong growth in cash flow generation year over year. Focus ended 2017 with leverage of approximately 7x given the issuances of first- and second-lien term loans to fund the investment into the company by Stone Point Capital LLC and KKR & Co L.P. S&P said, "Initially, we projected that leverage would decline to closer to 6x in 2018 as a result of growing cash flow generation combined with relatively stable debt levels. Despite increased debt associated with the transaction, our leverage expectation remains similar, in the range of 6.0x-6.5x, because the increase in leverage is largely offset by enhanced cash flow generation due to further planned registered investment adviser acquisitions." S&P said, "The stable outlook reflects our expectation that Focus will operate with leverage between 6x and 6.5x during the next 12 months while growing mostly through acquisitions. "We would consider lowering the ratings if leverage surges above 7x on a sustained basis as a result of further debt issuances or meaningful cash flow deterioration. "We could consider raising the ratings if the company operates with leverage comfortably below 5x and we deem that decline as permanent." FOCUS LEARNING: Trinity Basin Buying Dallas Land for $6.4 Million ----------------------------------------------------------------- Focus Learning Academy, Inc., asks the United States Bankruptcy Court Northern District of Texas to authorize the sale of a 10-acre parcel of land in southwest Dallas, more commonly known as 2524 W. Ledbetter Drive, Dallas, Dallas Counrt, Texas to Trinity Basin Preparatory, Inc. for $6.4 million. The Debtor is a non-profit corporation that previously operated the Property. The Property is subject to a recently renewed specific use permit ("SUP"), which is a 5-year permit issued by the City of Dallas, allowing for the operation of a charter school on the Property. The Debtor ceased operations of its charter school at the end of the 2017 school year, and its TEA charter was revoked in August of 2017. As the end of the 2017 school year was approaching, the Debtor was negotiating a sale of the Property with two area charter school entities. On April 5, 2017, the Debtor entered into a Purchase and Sale Agreement with Trinity Basin, a non-profit corporation that operates five TEA-authorized charter schools in the Dallas/Fort Worth area and would like to use the Property to open a sixth TEA-authorized charter school. After the April 5, 2017 Purchase and Sale Agreement was executed and Trinity Basin took over the process of renewing the SUP for the Property with the City of Dallas. The City of Dallas renewed the SUP effective Sept. 26, 2017 for a 5-year period ending Sept. 26, 2022. Before a sale could be consummated, the Property was posted for foreclosure causing the Debtor to file its voluntary petition under Chapter ll on Dec. 4, 2017. Since the Petition Date, the Debtor, Trinity Basin and the secured lender on the Property have been negotiating the terms of a sale of the Property. Subject to the Court's approval, the Debtor now desires to sell the Property, free and clear of all liens, claims and encumbrances (save and except the lien and collateral rights of the Successor Trustee and the 2018 ad valorem taxes which have accrued), to Trinity Basin and Trinity Basin has agreed to purchase from the Debtor all of the bankruptcy estate's interest in the Property, which includes, in addition to the legal description referenced above, the Debtor's arguably nominal reversionary interest in amounts held in trust by UMB Bank, N.A. ("Successor Trustee") pursuant to the financing documents for the Bonds. Funds held in the Trust Estate for the Bonds will, post transfer, remain subject to the interests of the Successor Trustee pursuant to the financing documents for the Bonds. Generally speaking, the sale price is $6.4 million, subject to the terms and conditions shown on the Tenn Sheet, as agreed between the Debtor, Trinity Basin, and the Successor Trustee. The proposed form of Purchase and Sale Agreement between the Debtor and Trinity Basin, consistent with the Term Sheet, will be filed with the Court no later than five days prior to the hearing on the Motion. The Successor Trustee holds a lien on the Property. It Trustee is the successor Master Trustee under the Master Trust Indenture and Security Agreement and Supplemental Master Trust Indenture No. 1, each dated May 1, 2011, between Wells Fargo Bank National Association and the Debtor, and is also the successor trustee for the Bonds issued pursuant to the Trust Indenture and Security Agreement dated May l, 2011 between Wells Fargo and Beasley Higher Education Finance Corp. As the Successor Trustee under the Note Indentures, the Successor Trustee is the owner and holder of two secured debts in the original principal amount of (a) $8,835,000 and (b) $625,000 for the benefit of the owners of the Bonds. As of the Petition Date, the unpaid principal and interest asserted to be due under the Notes was $9,038,069. The Notes are secured by (a) a Deed of Trust and Security Agreement (with Assignment of Rents and Leases), dated effective May 2, 2011, and recorded in the deed records of Dallas County, Texas on May 31, 2011 (Instrument No. 201100135992); (b) Loan Agreement dated May 1, 2011 by and between Beasley and the Debtor; and (c) various UCC-1 Financing Statements for Public Finance Transactions filedwith the Secretary of State of the State of Texas beginning with the UCC-1 filed on June 2, 2011 and subsequent ones filed on June 30, 2011. The Loan Documents are attached to the Successor Trustee's pending Motion for Relief from Automatic Stay filed on Jan. 24, 2018. As detailed in the Term Sheet, in addition to obtaining the Court's approval of the sale proposed herein, the Successor Trustee needs authorization for its consent to the proposed sale. The parties therefore agree that any order granting the Motion be effective only upon the Successor Trustee's receipt of the Minnesota Order. The Debtor now asks authority to sell the Property to the Buyer free and clear of liens, claims, and encumbrances, except for the claims of the Successor Trustee pursuant to the Loan Documents and the Deed of Trust and (i), which are to remain on the Property and on the Trust Estate for the Bonds. Any liens, claims, and encumbrances on the Property, other than the claims of the Successor Trustee pursuant to the Loan Documents and the Deed of Trust, will attach to the proceeds of the sale of the Property. All but $50,000 of the funds currently held by the Successor Trustee in the Trust Estate for the Bonds will be retained by the Successor Trustee. The referenced $50,000 is sought to be contributed to the Debtor following closing. Other usual and customary closing costs will be paid by the Buyer. This will include the cost of title insurance and the year of closing ad valorem taxes on the Property, but will not include any attorneys' fees of the Debtor or the Successor Trustee. The year of closing ad valorem tax lien will be expressly retained on the Property until payment by the Buyer of the year of closing taxes, plus any penalties or interest which may ultimately accrue thereon, in the ordinary course of business. The Debtor, along with the Successor Trustee and Trinity Basin, believes that the highest and best use for the Property is operation of a TEA-approved charter school. There is no equity in the Property. The Debtor asks that the Court specifically order that the provisions of Bankruptcy Rule 6004(h) do not apply to any order approving the sale of the Property. A copy of the Term Sheet attached to the Motion is available for free at: http://bankrupt.com/misc/Focus_Learning_34_Sales.pdf About Focus Learning Academy Focus Learning Academy is a non-profit corporation that previously operated a Texas Education Agency authorized charter school on a 10-acre parcel of land in southwest Dallas. The Company ceased operations of its charter school at the end of the 2017 school year, and its TEA charter was revoked in August of 201 7. Focus Learning Academy filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34564) on Dec. 4, 2017. In the petition signed by Leroy McClure, Jr., its president, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Stacey G. Jernigan presides over the case. The Debtor is represented by Eric A. Liepins, Esq. at Eric A. Liepins, P.C., as counsel. G.A.F. SEELIG: Hires MYC & Associates as Auctioneer --------------------------------------------------- G.A.F. Seelig, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ MYC & Associates, Inc., as auctioneer to the Debtor. G.A.F. Seelig requires MYC & Associates to sell by public and online auction the furniture, fixtures, equipment, vehicles and related assets the Debtor identified and located at 59-05 52nd Avenue, Queens, NY 11377. MYC & Associates will be paid a commission pursuant to Rule 6005-1 of the Local Bankruptcy Rules for the Eastern District of New York. MYC & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Victor Moneypenny, principal of MYC & Associates, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. MYC & Associates can be reached at: Victor Moneypenny MYC & ASSOCIATES, INC. 1110 South Avenue, Suite 22 Staten Island, NY 10314 Tel: (347) 273-1258 About G.A.F. Seelig Headquartered in Woodside, New York, G.A.F. Seelig, Inc., is a family owned company that distributes dairy products (skims, lo-fats, whole milk), creams, yogurts, juices, water, imported and domestic cheeses, purees, raviolis and pastas, oils and vinegars, chocolate and an ever expanding array of food service items. G.A.F. Seelig, Inc., filed Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 17-46968) on Dec. 30, 2017. In the petition signed by Rodney P. Seelig, president, the Debtor estimated assets of $1 million to $10 million and total liabilities of $1 million to $10 million. The Debtors tapped Michael L Moskowitz, Esq., at Weltman & Moskwitz, LLP, as bankruptcy counsel. GAINESVILLE HOSPITAL: Medtronic, 2 Others Step Down from Committee ------------------------------------------------------------------ The Office of the U.S. Trustee on March 9 disclosed in a court filing that Medtronic, Morrison Management Specialists, Inc. and Voice Products Service, LLC, are no longer members of the official committee of unsecured creditors in Gainesville Hospital District's Chapter 9 case. The remaining committee members are: (1) Roger McMullen AmerisourceBergen Drug Corp. 10910 Lee Vista Blvd., Suite 401 Orlando, FL 32829 Phone: (407)-454-6637 Email: rmcmullen@amerisourcebergen.com (2) Justin B. Tilley Northstar Anesthesia, P.A. 6225 N. State Highway 121, Suite 200 Irving, TX 75038 Phone: (214)-687-0532 Fax: (214)-687-0996 Email: Justin.tilley@northstaranesthesia.com About Gainesville Hospital District Gainesville Hospital District filed a Chapter 9 petition (Bankr. E. D. Tex. Case No. 17-40101) on January 17, 2017. The petition was signed by Ramin Roufeh, chief executive officer. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The Debtor is represented by: William R. Greendyke, Esq. Julie Goodrich Harrison, Esq. NORTON ROSE FULBRIGHT US LLP 1301 McKinney Street, Suite 5100 Houston, Texas 77010-3095 Tel: 713-651-5151 Fax: 713-651-5246 - and - Ryan E. Manns, Esq. NORTON ROSE FULBRIGHT US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201-7932 Tel: 214-855-8000 Fax: 214-855-8200 The U.S. trustee for Region 6 on Feb. 1 appointed five creditors of Gainesville Hospital District to serve on the official committee of unsecured creditors. The Committee consists of creditors AmerisourceBergen Drug Corp.; Medtronic; Morrison Management Specialists, Inc.; NorthStar Anesthesia, P.A.; and Voice Products Service, LLC. At a meeting held February 7, 2017, the Committee selected as its counsel: Andrew H. Sherman, Esq. Boris I. Mankovetskiy, Esq. Lucas F. Hammonds, Esq. Sills Cummis & Gross P.C. The Legal Center One Riverfront Plaza Newark, NJ 07102 E-mail: asherman@sillscummis.com bmankovetskiy@sillscummis.com lhammonds@sillscummis.com - and - Joseph J. Wielebinski, Esq. Kevin M. Lippman, Esq. Thomas Berghman, Esq. Munsch Hardt Kopf & Harr, P.C. 500 North Akard Street, Suite 3800 Dallas, TX 75201-6659 Telephone (214) 855-7500 Facsimile (214) 978-4375 E-mail: JWielebinski@munsch.com KLippman@munsch.com TBerghman@munsch.com The Debtor's DIP Lender is Universal Health Services, Inc. Susan Goodman has been appointed Patient Care Ombudsman. She may be reached at: Susan Goodman MESCH CLARK ROTHSCHILD 259 N. Meyer Avenue Tucson, AZ 85701-1090 Tel: 520-624-8886 Fax: 520-798-1037 GOLD COAST FREIGHTWAYS: June 16 Chapter 727 Claims Bar Date Set --------------------------------------------------------------- A Petition was filed on February 16, 2018, commencing an Assignment for the Benefit of Creditors proceedings, pursuant to Chapter 727, Florida Statutes, by Assignor, Gold Coast Freightways, Inc., which is based at 3245 Meridian Parkway, Weston, FL 33331. Pursuant to Florida Statutes Section 727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727 and except in the case of a secured creditor enforcing its rights and collateral under Chapter 679, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate, other than real property, in the possession, custody, or control of the Assignee, Philip J. von Kahle as Assignee. To receive any dividend in this proceeding, interested parties must file on or before June 16, 2018, the a Proof of Claim form with the Assignee: Philip von Kahle Michael Moecker & Associates 1883 Marina Mile Boulevard, Suite 106 Fort Lauderdale, FL 33315 The Chapter 727 case is, In re: GOLD COAST FREIGHTWAYS, INC., a Florida Corporation, Assignor, To: PHILIP J. VON KAHLE, Assignee, CASE NO: CACE18003766, IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA. GROUP MIDLAND: Bank Wins Summary Judgment vs. C. Hira ----------------------------------------------------- District Judge Jane J. Boyle entered an order granting Pacific Premier Bank's motion for summary judgment in the case captioned PACIFIC PREMIER BANK, Plaintiff, v. CHETNA HIRA, Defendant, Civil Action No. 3:17-CV-0312-B (N.D. Tex.). Pacific moved for summary judgment on its breach-of-guaranty claim. In its view, the summary-judgment evidence establishes that Hira executed the Guaranty with Pacific and breached it by failing to make monthly payments on behalf of Group Midland Hotels, LLC, after GMH defaulted. Hira argues in her Response that the Court may not grant Pacific's Motion for Summary Judgment because a genuine dispute of material fact exists regarding how the balance of the loan was calculated. Hira correctly points out, and Pacific does not dispute, that Pacific applied the Property Proceeds to the principal of the loan, not to the accruing interest. But Hira contends that the Note requires Pacific to apply GMH's payments to the interest before the principal. Hira asserts that these two facts conflict, so the Court may not enter summary judgment in Pacific's favor. Pacific argues in its Reply that whether the Property Proceeds were applied to the principal or interest is not sufficiently material to deny its motion for summary judgment because it is irrelevant in deciding whether Hira is liable for breaching the Guaranty. But even if how the Property Proceeds were applied to the loan was material, Pacific argues the evidence does not create a dispute because the Note only governs monthly installments and in no way indicates that lump-sum payments like the Property Proceeds must first be applied to the interest. The evidence Pacific has provided indicates that there is no genuine dispute of material fact and that Pacific is entitled to judgment as a matter of law. Pacific has demonstrated that it entered into the Guaranty with Hira, that Hira breached the Guaranty, which is unconditional, by failing to pay monthly installments on behalf of GMH upon GMH's default despite several demands by Pacific, and that Pacific upheld its end of the bargain by loaning GMH money. And the Court agrees with Pacific that how the Property Proceeds were applied is not material because whether the Property Proceeds were applied to the interest or to the principal does not in any way "affect the outcome of the suit," that is, whether Hira breached the Guaranty. But even if it did, the Note does not require Pacific to apply the Property Proceeds to the interest before the principal--the portion of the Note Hira references only regulates monthly installment payments. So even when viewing the evidence in a light most favorable to Hira, the premise of Hira's only argument in her Response is incorrect. For these reasons, the Court grants Pacific's motion for summary judgment as to Pacific's breach-of-guaranty claim. A copy of Judge Boyle's Memorandum Opinion and Order dated Feb. 23, 2018 is available at https://is.gd/B9TMr5 from Leagle.com. Pacific Premier Bank, Plaintiff, represented by Robert P. Latham -- blatham@jw.com -- Jackson Walker LLP & Lindsey Marsh -- lmarsh@jw.com -- Jackson Walker LLP. Chetna Hira, Defendant, represented by Edward Jason Dennis -- jdennis@lynnllp.com -- Lynn Pinker Cox Hurst LLP & Jared D. Eisenberg -- jeisenberg@lynnllp.com -- Lynn Pinker Cox & Hurst LLP. ADR Provider, Mediator, represented by Ross W. Stoddard, III, Ross W Stoddard III, Attorney. About Group Midland Hotels Group Midland Hotels, LLC, operates a hotel formerly known as Travelodge located in Midland, Texas. Group Midland Hotels filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-70021), on Feb. 6, 2017. The petition was signed by Chetna Hira, managing member. The case is assigned to Judge Tony M. Davis. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. No trustee, examiner or committee has been appointed in the case. HARDES PARTNERSHIP: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on March 9 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Hardes Partnership. Hardes Partnership is represented by: Robert L. Meadors, Esq. Brende & Meadors LLP P.O. Box 1024 Sioux Falls, SD 57101-1024 Tel: 605-333-0070 Fax: 605-333-0121 Email: rlm@bsmllp.com About Hardes Partnership Hardes Partnership is a privately-held company in the crop farming industry located in Miller, South Dakota. Its gross revenue amounted to $974,721 in 2017 and $1.88 million in 2016. Hardes Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 18-30011) on March 8, 2018. Wade Hardes, managing partner, signed the petition. At the time of the filing, the Debtor disclosed $1.03 million in assets and $11.33 million in liabilities. Judge Charles L. Nail, Jr. presides over the case. HOAG URGENT: Court Denies Continued Cash Collateral Use ------------------------------------------------------- The Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California has entered an order denying the continued use of cash collateral as it relates to the following debtors: Hoag Urgent Care - Tustin, Inc.; Hoag Urgent Care - Huntington Harbour, Inc.; Hoag Urgent Care - Orange, Inc.; and Hoag Urgent Care - Anaheim Hills, Inc. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb17-13077-481.pdf About Hoag Urgent Care-Tustin Hoag Urgent Care-Tustin, Inc., and its affiliates operate five urgent care clinics located throughout Southern California. Hoag Urgent Care-Tustin and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 17-13077) on Aug. 2, 2017. In the petitions signed by Dr. Robert C. Amster, president, the Debtors estimated assets and liabilities of $1 million to $10 million. Judge Theodor Albert presides over the cases. The Debtors hired Baker & Hostetler LLP as legal counsel; Keen-Summit Capital Partners LLC as investment banker; and Grobstein Teeple LLP as their accountants. HORNBLOWER HOLDCO: S&P Assigns 'B' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to San Francisco, CA-based cruise vessel operator Hornblower HoldCo LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating to Hornblower's proposed $390 million credit facility, consisting of a $60 million revolver due 2023 and a $330 million term loan due 2025. The recovery rating is '2', reflecting our expectation for substantial (70% to 90%; rounded estimate: 70%) recovery for lenders in a payment default." Hornblower's direct subsidiary, Hornblower Sub LLC, will be the borrower under the credit facility. Proceeds from the term loan, along with an equity contribution from private equity firm Crestview Partners and management rollover equity, will be used to acquire Hornblower, to repay existing debt at the company, and for transaction fees and expenses. S&P said, "The 'B' corporate credit rating reflects our forecast for Hornblower to generate modest levels of free cash flow and maintain good levels of EBITDA interest coverage through 2020, even in a scenario where Hornblower is unsuccessful at renewing either of its Alcatraz or Statue of Liberty concessions, which expire in May 2019 and September 2019, respectively. We believe that under either scenario, modest EBITDA growth under Hornblower's remaining concessions (Niagara Cruises and NYC Ferry) and other business segments (overnight cruises, cruises and events, and contract services), combined with expected net cash proceeds from asset sales, would result in good excess cash balances and revolver availability. Hornblower expects to receive proceeds from the sale of its NYC ferry vessels to NYC, as permitted through a put/call option with the New York City Economic Development Corp. (NYCEDC). Half of the expected net cash proceeds, after satisfaction of a reimbursement payment to the prior owners, will be required to pay down term loan balances, and the other half we believe would be available as additional liquidity. "The stable outlook reflects our expectation for Hornblower to renew at least one of its two concessions (Alcatraz and Statue) that are coming up for renewal next year, and that Hornblower will continue to generate modest levels of free cash flow and improve credit measures through 2020. "We could lower ratings in a scenario where Hornblower was unsuccessful at renewing both the Alcatraz and Statue concessions, since in this scenario we believe free cash flow generation would be minimal and expose the company to potential liquidity pressure if revenue declined even modestly. In this scenario, we also would likely have a less favorable view of Hornblower's business position and would therefore expect the company to maintain an even lower level of adjusted leverage. "We could consider higher ratings if Hornblower was successful at renewing both its Alcatraz and Statue concessions, and we expected adjusted leverage would be maintained under 5x. Before raising the rating, we would also want to be confident that adjusted leverage below 5x was aligned with the financial policy of Hornblower's financial sponsor owner." HORNBLOWER SUB: Moody's Assigns B2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to Hornblower Sub, LLC, including a B2 Corporate Family Rating, B2-PD Probability of Default Rating, and a B2 rating to the company's proposed senior secured bank facilities. The rating outlook is stable. "The B2 rating reflects the benefits of the company's exclusive contracts with its ferry concessions and Moody's expectation that the company's leverage will be modest at below 5.0x," state Pete Trombetta, Moody's Lodging and Cruise analyst. "The rating is constrained by the potential to lose two important concessions as the contracts expire in 2019," added Trombetta. The company has entered into an agreement whereby Crestview Partners will acquire a substantial ownership stake in Hornblower, with management retaining the balance. The acquisition, along with fees and expenses and some cash to the balance sheet, will be funded using a proposed $330 million senior secured term loan and a combination of new equity from Crestview and management rollover equity. Assignments: Issuer: Hornblower Sub, LLC -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Bank Credit Facilities, Assigned B2 (LGD4) Outlook Actions: Issuer: Hornblower Sub, LLC -- Outlook, Assigned Stable RATINGS RATIONALE The assignment of a B2 Corporate Family Rating reflects the exclusive nature of Hornblower's contracts to operate ferry concessions at two National Park Service locations (Alcatraz and Statue of Liberty/Ellis Island) and the Canadian side of the Niagara Falls for the Canadian Parks Commission. The company is also the exclusive operator of the NYC Ferry system which serviced about 2.9 million passengers from May 2017 through December 2017. Additionally, the rating reflects its modest leverage -- Moody's expects the company will reduce 5.0x out of the box leverage to about 4.2x by the end of 2018 (including Moody's standard adjustments) through absolute debt reduction and earnings improvement. The company's ratings are constrained by the fact that two of its concession agreements, which have been previously extended, are currently anticipated to expire in 2019 and there is some risk that the company may not renew these concessions. The Alcatraz and Statue of Liberty concessions are meaningful contributors to total EBITDA and losing one or both of these could have a negative impact to the company's earnings. Partially offsetting this concern is Moody's expectation that as the incumbent operator, the company has insight in what it takes to operate these concessions effectively, and will be competitive in the bidding process. Also, if the company were to lose one or both of the bids, there are other uses for the vessels, including selling the vessels to a successor, using the vessels for other concession operations, winning other bids on potential new concessions, relocating vessels to other markets, or other purposes. Hornblower has good liquidity reflected by Moody's estimates that the company's internal cash flow and cash balances will be sufficient to cover its debt service, capex and mandatory debt amortization needs over the next 12 months. The company is expected to have a $60 million revolver in place with some borrowings expected to cover seasonal needs. The revolver is expected to have a springing coverage covenant which Moody's do not expect to be tested over the next 12 months. The B2 rating assigned to the senior secured debt -- the same as the Corporate Family Rating -- reflects the fact that the entire capital structure is made up of a single class of debt. The stable rating outlook reflects Moody's view that over the next 12 to 18 months Hornblower will be able to maintain leverage of below 5.0x and EBITA/interest coverage of above 2.5x. The ratings could be downgraded should leverage exceed 5.5x and EBITA/interest expense remained below 2.0x. Ratings could be upgraded should the company renew both the Alcatraz and Statue of Liberty/Ellis Island concessions and maintain debt/EBITDA below 4.5 and EBITA/interest expense above 3.0x. Through its various subsidiaries Hornblower Holdco is a concessioner of ferry transportation services to the National Park Service for Alcatraz Island and the Statue of Liberty / Ellis Island and the Niagara Parks Commission for the Canadian side of Niagara Falls, and is the exclusive operator of the NYC Ferry system. The company also provides cruises & events services in California and New York, operates overnight cruises on the Mississippi River and in the Pacific Northwest, as well as provides maritime operations and management services to public and private clients. The company, which is headquartered in San Francisco, California, generates about $500 million of annual gross net revenues and does not file public financials. HOUSTON REGIONAL: Comcast Wins Bid for Partial Summary Judgment --------------------------------------------------------------- In the case captioned ROBERT E OGLE, Plaintiff(s), v. COMCAST CORPORATION, INC., et al., Defendant(s), Adversary No. 15-3144 (Bankr. S.D. Tex.), Ogle, as Trustee of the Houston Regional Sports Network Litigation Trust, filed his First Amended Complaint against Comcast Corporation, Inc., et al, in order to pursue claims for fraudulent misrepresentation, promissory estoppel, and breach of contract extending from Comcast's alleged scheme to acquire Houston Regional Sports Network, L.P.'s assets in bankruptcy. Comcast moved for partial summary judgment on the Trustee's claims. Upon analysis of the facts, Bankruptcy Judge Marvin Isgur granted Comcast's motion. After the Court granted Comcast's motion in part and denied it in part, the Court ordered the Trustee to file a supplemental response to the remaining portion of Comcast's motion and include, as attachments, matters that could be made into an admissible form at trial that would permit a reasonable factfinder to conclude that the Network incurred provable damages as a result of Comcast's alleged misrepresentations. To meet this burden, the Trustee must demonstrate that he can establish, by a preponderance of the evidence, that the Network would have entered into a more favorable transaction than the one that the Network consummated with AT&T/DirecTV had it not relied on Comcast's representations that it would make a stalking horse bid for the Network. Although he filed the supplemental responses as required, the Trustee's supplemental responses and evidence fail to carry his burden under the Court's August 9 order. In particular, the Trustee's allegations--uncontested at the summary judgment stage by Comcast--that the Network's market of potential acquirers was duopolistic undermine his case. Accepting the Trustee's arguments as true, the only potential buyers of the Network were Comcast and AT&T/DirecTV. Accordingly, the remainder of Comcast's motion for partial summary judgment is granted. A full-text copy of Judge Isgur's Memorandum Opinion dated Feb. 21, 2018 is available at https://is.gd/APjqMQ from Leagle.com. Robert E Ogle, Plaintiff, represented by Miriam Michelle Carreras, The Lanier Law Firm, Ryan Daniel Ellis, The Lanier Law Firm PC, Christopher Lee Gadoury, The Lanier Law Firm PC & W. Mark Lanier, Attorney at Law. Comcast Corporation, Inc., Comcast Sports Management Services, LLC, Comcast Cable Communications, LLC, Houston SportsNet Finance, LLC, Houston SportsNet Holdings, LLC, National Digital Television Center, LLC, Comcast SportsNet California, LLC, NBCUniversal Media, LLC, Jon Litner, John Ruth, Robert Pick & Madison Bond, Defendants, represented by Vincent P. Slusher -- vince.slusher@dbr.com -- Drinker Biddle & Reath LLP. About Houston Regional Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league-permitted local territories. An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors asked the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represented Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros were represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. On Oct. 30, 2014, Bankruptcy Judge Marvin Isgur approved the restructuring plan that hands control of Comcast SportsNet Houston to DirecTV and AT&T Inc. The plan would shut down the network and then relaunch it under the name Root Sports Houston. HUBBARD RADIO: Moody's Rates Proposed $302MM Term Loans B1 ---------------------------------------------------------- Moody's Investors Service assigned B1 rating to Hubbard Radio, LLC proposed $252 million extended term loan B, $40 million add-on first lien term loan and $10 million revolving credit facility. The amended term loan and the add-on term loan will mature co-terminus in 2025, and revolving credit facility will mature in 2023. The company is raising incremental $40 million in proceeds to finance its acquisition of KSHE-FM and KPNT-FM radio stations from Emmis Communications for $45 million. The incremental add-on term loan will be pari passu with the existing and amended term loan. The company's Corporate Family Rating (CFR) remains unchanged at B1, and its Probability of Default rating remains unchanged at B2-PD. Speculative Grade Liquidity rating is also unchanged at SGL -- 2. The outlook remains stable. Assigned: Issuer: Hubbard Radio, LLC -- $252 million 1st Lien Senior Secured Term Loan due 2025: Assigned B1, LGD3 -- $40 million Add-On 1st Lien Senior Secured Term Loan due 2025: Assigned B1, LGD3 -- $10 million 1st Lien Senior Secured Revolving Credit Facility due 2023: Assigned B1, LGD3 Unchanged -- Corporate Family Rating: B1 -- Probability-of-Default Rating: B2-PD -- Speculative Grade Liquidity Rating: SGL - 2 Outlook : Stable Unchanged (to be withdrawn upon repayment): -- $252 million outstanding 1st Lien Senior Secured Term Loan due 2022: B1, LGD3 (to be withdrawn upon repayment) -- $10 million Senior Secured Revolving Credit Facility due 2020: B1, LGD3 (to be withdrawn upon repayment) RATINGS RATIONALE On February 22, Hubbard Radio entered into an agreement with Emmis Communications to purchase two radio stations in the St. Louis market from Emmis for $45 million, increasing Hubbard's cluster to a total of five FM stations in this market. The company is expected to acquire KSHE (94.7) and KPNT (105.7), both of which play rock music and are in the top-3 ranking in the Adults 25-54 demographic. The purchase is subject to FCC approval. Moody's expect Hubbard to benefit from incremental revenues and scale for its portfolio in St. Louis, providing for operational synergies within the St. Louis market. Pro-forma for the acquisition, Hubbard Radio will own 4 out of the top 5 Adults 25-54 stations and top 5 ranked Men 25-54 stations in St. Louis. The acquisition further broadens Hubbard's reach and partially alleviates its dependence on the Washington, DC and Chicago markets, which contribute over 40% of total revenues. Hubbard is well positioned in its B1 corporate family rating, having grown its revenues by 4% in 2017 and increased its EBITDA by approximately 6%. The company generated revenue growth in Washington, DC, Seattle, and St. Louis. Ratings remain supported by the lead rankings of most of the company's stations offset by the mature and cyclical nature of radio advertising demand, as well as revenue concentration in two markets. Over the course of 2017, Hubbard repaid approximately $40 million in debt, while retaining good cost controls. Although planned acquisitions of two stations from Emmis results in incrementally higher leverage of 4.2x, there will be additional EBITDA contribution and opportunities for greater fixed cost leverage. Moody's expect management to remain committed to de-levering further, with expected leverage declining towards mid-3x by the end of FY 2018. Since the initial funding in 2011, the company consistently reduced debt balances resulting in improved leverage compared to its initial 5.6x in 2011. The company's lead rankings support good EBITDA margins over 30% (including Moody's standard adjustments). Looking forward, Moody's expect Hubbard's consolidated revenue will be generally flat allowing the company to reduce leverage through good free cash flow (approximately $35-$40 million), which will be partially impacted through higher capital expenditures due to expected 2018 relocations. Lack of scale and significant revenue concentration constrain ratings. Moody's could consider a rating upgrade if operating performance continues to stabilize and the company continues to apply free cash flow to reduce debt balances resulting in debt-to-EBITDA being sustained comfortably below 3.25x with free cash flow-to-debt expected to remain above 15%. Liquidity would also need to remain good. Ratings could be downgraded if the company is unable to maintain core revenue due to weak advertising demand in one or more of Hubbard's key markets or due to increased competition resulting in the loss of lead rankings or EBITDA margin erosion. A downgrade could also be considered if debt financed acquisitions, dividends or weak performance were to result in debt-to-EBITDA being sustained above 5.0x or if liquidity deteriorates. The principal methodology used in these ratings was Media Industry published in June 2017. Formed in 2011, Hubbard Radio, LLC is a family controlled and privately held media company that owns and operates radio stations in seven of top 30 markets, including Chicago, Washington, D.C., Minneapolis/St. Paul, St. Louis, Cincinnati, Seattle, and Phoenix. Hubbard also operates 2060 Digital, LLC, a national digital marketing agency based in Cincinnati, OH. Headquartered in St. Paul, MN, the company is affiliated with Hubbard Broadcasting Inc., a television and radio broadcasting company that was started in 1923. Net revenues for the 12 months ending September 2017 for Hubbard on a standalone basis were approximately $216 million. ICPW LIQUIDATION: Hires Skadden Arps as Special Counsel ------------------------------------------------------- ICPW Liquidation Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to employ Skadden Arps Slate Meagher & Flom LLP, as special counsel to the Debtors. ICPW Liquidation requires Skadden Arps to: a. review the June 16, 2017 Report of Investigation by RGP and certain underlying documents relevant to that investigation; b. provide legal advice in connection with whether the Debtor should issue a restatement, take employment or other disciplinary action against certain members of senior management, and disclose the issues under investigation to the SEC or other applicable regulatory or government agencies; c. respond to an inquiry or investigation by the SEC or any other regulatory or government agencies and communicating with the Debtors' external auditors; and d. provide information or advice to the directors, officers or employees in their corporate capacities in conjunction with the above Skadden Arps will be paid at these hourly rates: Partners/Of Counsels $975-$1,495 Counsels/Special Counsels $970-$1,150 Associates $415-$965 Legal Assistants $220-$385 Skadden Arps was a general unsecured creditor of the Debtors' estates. Skadden Arps filed a proof of claim against ICPW California in the amount of $342,142. Pursuant to the Joint Notice, Skadden Arps's allowed general unsecured claim has been paid in full. Therefore, Skadden Arps is no longer a general unsecured creditor of the Debtors' estates. Skadden Arps will also be reimbursed for reasonable out-of-pocket expenses incurred. Van C. Durrer II, a partner at Skadden Arps Slate Meagher & Flom, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Skadden Arps can be reached at: Van C. Durrer II, Esq. SKADDEN ARPS SLATE MEAGHER & FLOM LLP 300 S Grand Ave, Suite 3400 Los Angeles, CA 90071 Tel: (213) 687-5000 About ICPW Liquidation Corporation Ironclad Performance Wear Corporation designs and manufactures branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Since inception, the company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to perform specific job functions. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Ironclad Performance Wear Corp, a California corporation and Ironclad Performance Wear Corp, a Nevada corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. The cases are jointly administered and are assigned to Judge Martin R. Barash. In the petitions signed by CEO Geoffrey L. Greulich, Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the Debtors. Skadden Arps Slate Meagher & Flom LLP, is special counsel. Craig-Hallum Capital Group LLC is the Debtor's financial advisor. On Sept. 22, 2017, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. The Committee retained Brown Rudnick LLP as its legal counsel; and Province Inc. as financial advisor. An Official Committee of Equity Security Holders also has been established in the case. The equity panel retained Dentons US LLP as counsel. On Nov. 14, 2017, the Debtors entered into an Asset Purchase Agreement with Brighton-Best International, Inc. (BBI) pursuant to which BBI purchased from the Debtors substantially all of their assets for (1) an aggregate amount of $25,250,000 and (2) the assumption of certain of the Debtors' liabilities. Pursuant to the sale, the Debtors were required to file all necessary documents to amend their name to not include "Ironclad" or any derivative thereof or other similar name. The Debtors may however may identify themselves using the words "formerly known as Ironclad Performance Wear Corporation" or "FKA Ironclad Performance Wear Corporation" solely in the body of Bankruptcy Court pleadings and in a footnote on the caption page of Bankruptcy Court pleadings. The Debtors complied. Accordingly, on November 17, 2017, the Financial Industry Regulatory Authority (FINRA) notified that the name change of Ironclad Performance to ICPW Liquidation Corporation will be effective in the market as of Nov. 20, 2017. IHEARTCOMMUNICATIONS INC: Fitch Lowers Long-Term IDR to RD ---------------------------------------------------------- Fitch Ratings has downgraded iHeartCommunications, Inc.'s (iHeart) Long-Term Issuer Default Rating (LT IDR) to 'RD' from 'C' and affirmed the company's issue ratings. Fitch has also affirmed the 'B-' IDRs for Clear Channel Worldwide Holdings (CCWW) and Clear Channel International B.V. (CCIBV). The Rating Outlook on the outdoor subsidiaries is Stable. The downgrade of iHeart's IDR to 'RD' reflects the extension of the initial forbearance agreement that expired on March 7, 2018. The initial forbearance followed the March 3, 2018 expiration of the 30-day grace period that resulted from a missed interest payment, due Feb 1, 2018, on the 14% senior unsecured notes due 2021. While the company entered into a forbearance agreement with certain lenders to prevent the acceleration of iHeart's senior debt, the company failed to reach a resolution in negotiations by March 7 and has thus extended the forbearance agreement until the earliest of March 12 (at 11:59pm CT) and an Event of Default under the credit agreement other than the missed interest payment. Under the forbearance agreement, iHeart agreed not to make payments on the more junior iHeart debt, including the 14% senior notes due 2021 and the legacy notes. Fitch believes that the only resolution of the company's capital structure is through a near-term restructuring event or a potential bankruptcy filing. The company continues to negotiate with its lenders and filed a restructuring term sheet concurrent with the initial forbearance agreement. The term sheet included plans for a separation or spin-off of Clear Channel Outdoor Holdings (CCOH), CCWW's indirect parent, with the senior secured term loan and priority guarantee note lenders (PGN) receiving all of iHeart's current 89.5% economic interest in the outdoor subsidiary. Additionally, a restructured iHeart capital structure would consist of a new ABL facility and $5.75 billion in new secured debt. The existing term loan and PGN lenders would receive a pro rata interest in $5.55 billion in new secured debt, a cash amount equal to balance sheet cash after giving effect to the restructuring, and a 93.25% equity interest in a recapitalized iHeart (warrants and shares of common stock). The junior debt holders (14% notes due 2021 and legacy notes) would receive $200 million in new secured debt and 5% equity interest in a recapitalized iHeart. The existing equity owners would receive a 1.75% equity interest in a recapitalized iHeart. The company's restructuring term sheet continues to differ largely from the cooperation group lenders' plan (dated as of Feb. 8, 2018) in regard to the amount of equity that the existing equity owners receive in the recapitalized structure. The lenders' group plan has detailed that secured term loan and PGN holders would receive a 94.75% interest in a recapitalized iHeart, junior lenders would receive the remaining 5.25% equity interest and the existing equity owners would not receive any equity in the recapitalized iHeart. The lenders' plan also gives the senior secured term loan and PGN holders all of iHeart's 89.5% economic interest in the outdoor subsidiary. KEY RATING DRIVERS Missed Interest Payment, Extended Forbearance Agreement: On Feb. 1, iHeart decided not to pay the $106 million in cash interest that was owed to holders of its 14% senior notes due 2021. The decision was strategic in nature as the company had been negotiating with its various lending groups to reach an out-of-court restructuring. iHeart had a 30-day grace period to make the interest payment that was to have expired on March 3. Prior to the grace period's expiration, the company entered into a forbearance agreement with certain lenders to prevent the acceleration of iHeart's senior debt. The forbearance agreement was further extended until the earliest of March 12 (at 11:59pm CT) and an Event of Default under the credit agreement other than the missed interest payment. Under the forbearance agreement, iHeart agreed not to make payments on the more junior iHeart debt, including the 14% senior notes due 2021 and the legacy notes. Fitch believes that the only resolution of the company's capital structure is through a near-term restructuring event or a potential bankruptcy filing. The outstanding balance on the intercompany note with CCOH was $1.051 billion as of Sept. 30, 2017, and CCOH would become a senior unsecured credit of iHeart if the company were to file for bankruptcy. Global Restructuring Efforts Continues: On March 15 2017, iHeart commenced a global restructuring targeting approximately $14.6 billion in debt including substantially all of iHeart's outstanding debt. To date there has been minimal progress with lenders (just 0.4% of notes have been tendered). iHeart extended the exchange offers for the 21st time (until March 16) in efforts to continue discussions with lenders. Highly Levered: iHeart's gross leverage was 12.9x for the LTM period ended Sept. 30 2017 and has been modestly increasing due to weaker than expected operating performance and debt issuance. iHeart issued a $150 million add-on to the 8.75% senior notes at international subsidiary, CCIBV to bolster liquidity. Year-to-date adjusted OIBDAN was lower than Fitch's expectations, owing to higher radio programming expenses (talent renewals) and investment in sales as well as higher outdoor site lease expenses offset somewhat by the company's cost reduction efforts. iHeart's FCF deficits expanded to $688 million for the LTM period, as compared to $418 million in FY 2016, driven by reduced operating cash flow and unfavorable working capital swings. Tight Liquidity: Cash balances were low at just $64 million as of Sept. 30, 2017, excluding the $222 million in cash at subsidiary Clear Channel Outdoor Holdings, Inc. (CCOH), of which $206 million is held internationally. A positive, iHeart refinanced and extended its ABL facility until 2020. The facility includes a $250 million revolving component which will fluctuate based on the borrowing base. $65 million was outstanding under the ABL revolver as of the refinancing announcement. Outdoor Ratings: CCWW's IDR considers its stand-alone credit profile and its legal and operational relationship with iHeart. CCWW is an indirect wholly owned subsidiary of CCOH, an 89.5% indirectly owned subsidiary of iHeart that holds all its outdoor assets. Although there is material protection for CCWW, iHeart is expected to continue to extract cash from the entity. Cash Leakage Pressures Outdoor Subsidiaries' Credit Profile: Fitch believes that the credit profile of the outdoor subsidiary has weakened owing to continued cash leakage to parent, iHeart. Through a combination of asset sales, debt issuance and weaker operating performance, Clear Channel Outdoor's gross leverage has increased to 9.0x for the LTM period, up from 7.8x at year-end 2016. DERIVATION SUMMARY iHeart's 'RD' IDR reflects the extension of the initial forbearance agreement that expired on March 7, 2018. The initial forbearance followed the March 3, 2018 expiration of the 30-day grace period that resulted from a missed interest payment, due Feb 1, 2018, on the 14% senior unsecured notes due 2021. iHeart is the largest terrestrial radio broadcasters, with a significant presence in larger markets, which affords the company the ability to garner EBITDA margins toward the high-end of the peer group. However, iHeart is unable to support its capital structure, including high cash interest costs that absorb all of the company's EBITDA margins. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Radio revenue growth relatively flat reflecting secular challenges in the radio segment and offset somewhat by the return of political revenues in even years. -- Fitch estimates declines in Outdoor revenue in 2017 reflect impact of non-core asset divestitures and that consolidated Outdoor revenues return to flat to low single-digit growth in 2018. -- EBITDA margins compresses in 2017 and remain at this level due to higher costs. -- Fitch estimates capex at the mid-point of management guidance of between $275-300 million for 2017. Capex approximating 5% of revenues thereafter. -- iHeart fails to pay $106 million cash interest payment within the 30-day grace period. The company is in default under the indenture for the 14% senior notes due 2021. The company enters a Chapter 11 bankruptcy. iHeartCommunications, Inc.: The Recovery Rating reflects Fitch's expectation that the enterprise value of the company and hence recovery rate for its creditors will be maximized in a restructuring scenario (as a going concern) rather than liquidation. Fitch estimates an adjusted distressed enterprise valuation of $6.9 billion using a 6.0x multiple and $1.1 billion in going-concern EBITDA, which is on par with stand-alone Radio LTM EBITDA given Fitch expectations that iHeart is closer to a restructuring event. -- 6.0x Multiple is slightly below recent trading and transaction multiples. Fitch believes it incorporates the level of deterioration in the operating profile of the radio business under a distressed scenario. -- Most recently, the public radio broadcasting peer set is trading at an EV/EBITDA multiple of 7.0x on average. Entercom Communications Corp. (Entercom) announced its acquisition of CBS Radio Inc. in February 2017. The merger transaction was valued at $2.86 billion or 7.2x projected 2017 cash flow per SNL Kagan. This marks a significant deterioration from historical transaction multiples. -- Assumes CCOH is sold for $5.5 billion at a 9.5x EBITDA multiple and once CCOH debt is paid off, 89.5% of the remaining value goes to iHeart. By Fitch's estimates, residual value to iHeartCommunications' debt holders is roughly $450 million. -- Assumes the $1.051 billion CCOH intercompany loan is an unsecured obligation. -- Recovery assumes proceeds are distributed pro rata among banks and senior note holders. -- Assumes fully drawn ABL Facility. -- The recovery analysis implies a 'C' issue rating and on the senior secured credit facilities and secured priority guarantee notes and a Recovery Rating of 'RR4'. The recovery implies a 'C' issue rating for the unsecured PIK notes and the iHeart legacy (pre-LBO) notes and a Recovery Rating of 'RR6'. Clear Channel Worlwide Holdings, Inc.: Fitch estimates an adjusted distressed enterprise valuation of $3.5 billion using a 7.0x multiple and $410 million in going-concern EBITDA. The going-concern EBITDA reflects the impact on revenues of a softening in the advertising market, which negatively impacts outdoor advertising revenues. Additionally, given the high fixed costs, EBITDA declines by a greater degree than revenues. -- The 7.0x multiple incorporates the Clear Channel Outdoor's leading position in North America. Fitch estimates that iHeart sold domestic non-core outdoor assets for a multiple of roughly 12.5x in 2016. Additionally, current public trading multiples are in the 11x-13x range. -- Assumes fully drawn subsidiary revolving credit facility of $75 million. -- The recovery implies a 'B+' issue rating on the senior unsecured notes, +2 from the 'B-' IDR and an 'RR2'. The recovery model implies a 'CCC+' issue rating and 'RR5' for the senior subordinated notes. Clear Channel International B.V.: Fitch estimates an adjusted distressed enterprise valuation of $602 million using a 6.0x multiple and $101 million in going-concern EBIDA. The going-concern EBITDA reflects the impact on revenues of a softening in the advertising market, which negatively impacts outdoor advertising revenues. Additionally, given the high fixed costs, EBITDA declines by a greater degree than revenues. The 6.0x multiple reflects the overall smaller scale of Clear Channel's international operations. The recovery model implies a 'B+' issue rating for the senior unsecured notes, +2 from the 'B-' LT IDR, and an 'RR2' category. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch does not expect any near-term improvement in the rating. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A negative rating action to 'D' would be taken if iHeart lenders declare an event of default related to the company's missed interest payment, accelerating the iHeartCommunications debt, which will result in a bankruptcy filing. LIQUIDITY Liquidity was tight at 3Q'17 2017 with just $64 million in stand-alone iHeart balance sheet cash. iHeart had $286.4 million in balance sheet cash less $222.4 million held by subsidiary CCOH. Additionally, the company refinanced and extended its ABL facility in November. The facility includes a $300 million term loan component and a $250 million revolving component that will fluctuate based on the borrowing base. $365 million was outstanding at the time of the refinancing, including $65 million under the ABL revolver. iHeart's FCF deficits increased over the course of 2017 ($688 million for the LTM period ending September 2017 up from $418 million in full-year 2016), driven by higher operating expenses, weaker results in the radio unit, and unfavorable working capital swings owing mostly to slower accounts receivable collections. Fitch estimates $1.8 billion in cash interest payments over the next 12 months. iHeart also has near-term debt maturities including $175 million of 6.875% senior notes due on June 15, 2018 and $25 million in contractual catch-up payments on the iHeart 14% senior notes due 2021. The company's big hurdle remains the $8.3 billion maturity wall in 2019. FULL LIST OF RATING ACTIONS Fitch has downgraded the following rating: iHeartCommunications, Inc. (iHeart): -- Long-Term IDR to 'RD' from 'C'. Fitch has affirmed the following ratings: iHeartCommunications, Inc. (iHeart): -- Senior secured term loans at 'C'/'RR4'; -- Senior secured priority guarantee notes at 'C'/'RR4'; -- Senior unsecured guarantee notes due 2021 at 'C'/'RR6'; -- Senior unsecured legacy notes at 'C'/'RR6'. Clear Channel Worldwide Holdings, Inc. (CCWW): -- Long-term IDR at 'B-'; -- Senior unsecured notes at 'B+'/'RR2'; -- Senior subordinated notes at 'CCC+'/'RR5'. Clear Channel International B.V. (CCIBV): -- Long-term IDR at 'B-'; -- Senior unsecured notes at 'B+'/'RR2' IHEARTMEDIA INC: Talks with Lenders & Bondholders Continue ---------------------------------------------------------- iHeartMedia, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that the Company and its indirect subsidiary iHeartCommunications, Inc., remains in discussions with stakeholders with respect to the restructuring of the Company's capital structure. The Company is expected to commence bankruptcy proceedings any day from now once the talks are concluded. In the revised proposal, the Company said it intends to file bankruptcy petitions in the United States Bankruptcy Court for the Southern District of Texas. In connection with those discussions, iHeartMedia and iHeartCommunications have been working on a proposed draft restructuring support agreement and related proposed draft restructuring term sheet with advisors to groups of iHeartCommunications' noteholders, lenders and equity holders. On Monday, iHeartMedia filed with the SEC revised versions of the draft restructuring support agreement and related draft restructuring term sheet reflecting further negotiations with the advisors have been shared by the advisors with the groups they represent. No agreement has been reached, and discussions remain ongoing. iHeartMedia said it will continue to work with its principal creditor and equity constituents to develop a consensual transaction to allocate consideration among its various stakeholders. "There can be no assurances that a consensual transaction or any agreement will be reached," iHeartMedia said. A copy of iHeartMedia's Proposed Draft Restructuring Support Agreement, dated March 11, 2018, is available at https://is.gd/pzmrYJ A copy of iHeartMedia's Proposed Draft Restructuring Term Sheet, dated March 11, 2018, is available at https://is.gd/9yTgUD iHeartMedia is represented in these negotiations by: Anup Sathy, P.C., Esq. William A. Guerrieri, Esq. Benjamin M. Rhode, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, IL 60654 E-mail: anup.sathy@kirkland.com will.guerrieri@kirkland.com benjamin.rhode@kirkland.com - and - Christopher J. Marcus, P.C., Esq. AnnElyse S. Gibbons, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 E-mail: christopher.marcus@kirkland.com annelyse.gibbons@kirkland.com Counsel to the ad hoc group of holders of Term Loan Credit Facility Claims and PGN Claims --- 9.000% Priority Guarantee Notes due 2019, 9.000% Priority Guarantee Notes due 2021, 11.250% Priority Guarantee Notes due 2021, 9.000% Priority Guarantee Notes due 2021, and 10.625% Priority Guarantee Notes due 2023, issued by iHeartCommunications, Inc. -- that are parties to the Third Cooperation Agreement dated June 16, 2017: Bruce Bennett, Esq. JONES DAY 555 South Flower Street, Fiftieth Floor Los Angeles, CA 90071 Email address: bbennett@jonesday.com The Term Loan/PGN Group also has hired PJT Partners LP as advisor. The Term Lender Group is represented by: Michael D. Messersmith, Esq. ARNOLD & PORTER KAYE SCHOLER LLP 70 W. Madison Street Chicago, IL 60602 Email: michael.messersmith@arnoldporter.com - and - Alan Glantz, Esq. ARNOLD & PORTER KAYE SCHOLER LLP 250 W. 55th Street New York, NY 10019 E-mail: alan.glantz@arnoldporter.com An ad hoc group of holders of 2021 Notes Claims -- 14.000% senior notes due 2021, issued by iHeartCommunications, Inc. -- is represented by: Robert Klyman, Esq. Matthew J. Williams, Esq. GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071 Email: rklyman@gibsondunn.com mjwilliams@gibsondunn.com 2021 Noteholder Group also engaged GLC Advisors & Co. as advisor. The so-called Consenting Sponsors, which comprise the holders of, or nominees, investment advisors, sub-advisors or managers of funds that hold Equity Interests that have executed and delivered counterpart signature pages to the Restructuring Support Agreement to counsel to the Company Parties, are represented by: Matthew S. Barr, Esq. Jacqueline Marcus, Esq. Gabriel A. Morgan, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 E-mail: matt.barr@weil.com Jacqueline.marcus@weil.com Gabriel.morgan@weil.com About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * As reported by the TCR on Feb. 12, 2018, Fitch Ratings has affirmed iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) at 'C'. iHeart's 'C' IDR reflects the likelihood for a near-term default and potential restructuring event, which increased following the company's strategic decision to not pay the $106 million cash interest payment on a more junior piece of debt that was due on Feb. 1, 2018. Also in February 2018, S&P Global Ratings lowered its corporate credit ratings on Texas-based iHeartMedia Inc. and its iHeart subsidiary to 'SD' (selective default) from 'CC'. The downgrade follows iHeart's recent announcement that it did not make a $106 million net cash interest payment on its 12%/14% senior notes due 2021. The payment was due on Feb. 1. HeartCommunications' carries a 'Caa2' Corporate Family Rating from Moody's Investors Service. IO AT TECH: Sets Procedures for Austin Property ----------------------------------------------- 10 at Tech Ridge LP asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the bidding procedures in connection with the sale of approximately 28 acres of real estate in North Austin with the street address of 12600 McCallen Pass, Austin, Texas, and related assets at auction. The Debtor was formed to own and build a 26 building, 351 unit apartment complex ("Project"). In connection with such activities, the Debtor acquired the Real Estate. The development of the Project was to be, and was, partially funded through a HUD endorsed loan acquired from Berkadia Commercial Mortgage, LLC in the original principal amount of $33,399,400. The Berkadia Loan was secured by, among other things, by the Real Estate and related assets. On Aug. 21, 2014, the Debtor and ICI Construction, Inc. entered a Construction Contract for the purpose of constructing the Project, and construction of the Project was commenced. The Debtor asserted that ICI failed to perform its obligations under the Construction Contract, and Debtor terminated the Construction Contract on July 15, 2016. At the time of the termination of the Construction Contract, the Debtor believes that the Project was approximately 53% complete and several months beyond the date when construction was to have been completed. On July 22, 2016, the Debtor filed an action in Travis County District Court against ICI, and later amended its claims to include an action against Hartford Fire Insurance Co., who had issued a performance bond in favor of the Debtor. ICI filed counterclaims against the Debtor for allegedly wrongfully terminating the Construction Contract, and filed a lien claim against the Real Estate for amounts that they asserted were due to them under the Construction Contract and were unpaid. After the termination of the Construction Contract, all construction activities terminated, and although the Debtor attempted to find a replacement contractor to complete the Project, the Project has been in a state of partial construction for over a year as the litigation proceeded. The Debtor secured the Project by fencing it and providing security to protect the construction materials that were left on site at the time of the termination of the Construction Contract. Over the several month periods following the termination of the Construction Contract, the Debtor continued to make payments to Berkadia and to pay taxes and costs for protecting the Project. In addition, it attempted to negotiate with Berkadia and HUD (whose approval was required in order insure support of the Berkadia Loan) to resolve the Berkadia Loan and to proceed with the litigation over the Project. In the summer of 2017, HUD insisted that the Debtor commence making payments of principal, in addition to interest on the Berkadia Loan. The Debtor was unwilling and unable to fund these additional capital requirements under the circumstances, but Berkadia did not take any action to foreclose or otherwise deal with the dangerous situation at the Property. Given the limbo that existed with respect to the construction and the disposition of the Project, the Debtor elected to file for Chapter 7 bankruptcy and dispose of the Project in that manner. The Chapter 7 trustee, after reviewing the situation and with continued inactivity by Berkadia and HUD to foreclose on the Project, moved to abandon the Property. The Debtor elected to convert the bankruptcy case to a Chapter 11 proceeding in order to proceed with the disposition of the Project. Since the conversion of the case to a proceeding under Chapter 11, the Debtor has been attempting to negotiate with Berkadia towards a disposition of the Project. To date, no agreement has been reached, Berkadia has not moved for relief from the automatic stay nor sought to take control or foreclose on the Project, and has not consented, despite requests, to a sale process that will result in the disposition of the Project. The Counsel believes that there is significant interest in the Property due to its location, and the Debtor believes and asserts that it can sell the Project in the short term for an amount which will substantially reduce or eliminate the debt to Berkadia and to HUD. By the Motion, the Debtor asks to sell the Real Estate and all improvements and construction materials that are located on the Real Estate. The Debtor is not able to provide an estimate of the gross proceeds anticipated from the sale at this time. Each of the Letters of Intent received by the Debtor prior to the Motion proposes a purchase price which is lower than the debt owed to Berkadia which the Debtor calculated on the initial filing date to be $15,101,359. However, it believes that in a competitive sales process, the actual purchase price will likely exceed the amounts contained in the two Letters of Intent. The Debtor asks the net sales proceeds will be remitted to Berkadia at closing. However, to the extent that Berkadia does not voluntarily agree to eliminate or limit its credit bid rights under 11 U.S.C. Section 363(k), it asks that a portion of the sales proceeds be withheld so that it may attempt to surcharge the proceeds with the costs of sale and fees related to the bankruptcy proceeding. Berkadia claims to hold secured debt of approximately $15,101,359; outstanding ad valorem taxes for 2017 are approximately $167,212. Additionally, ICI asserts a disputed Mechanics and Materialman's lien in the amount of $5,673,394. At least one subcontractor, Power Design, while asserting a claim against the payment bond obtained by ICI for the benefit of subcontractors has asserted a contingent Mechanics and Materialman's lien against the Real Estate in the amount of approximately $1,000,000. Such lien and claim is also disputed by the Debtor. Unsecured claims at the time of filing were approximately $63,411, excluding the under-secured claims of the parties asserting liens, both disputed and undisputed. These amounts are preliminary, unaudited, and represent the Debtor's best estimates at the time of the filing. Given the on-going costs of preserving and protecting the Project, which is currently being funded by the general partner of the Debtor without significant hope of recovery of such costs, the Debtor asks that the Court approves the process outlined: a. The Debtor proposes that a sale of the Property be an all cash sale, on an "as is" basis, with the successful bidder to assume all closing costs, including any title policy, and that the closing occur within 30 days or less of the date when such Purchaser is approved by the Court. It proposes that the proceeds of sale (except as provided above in the event that a surcharge is requested against Berkadia) be disbursed at the time of closing for the payment of taxes, and against the liens asserted in the order of priority, but with all monies that might be payable to parties asserting disputed liens (if any) to be retained or escrowed pending resolution of the lien disputes or claims. b. The Debtor will prepare a form of Asset Purchase Agreement, which will be filed in this case and provided to all prospective bidders in connection with a marketing process for the Property. c. Bid Deadline: April 30, 2018 by 5:00 p.m. (CT) with a good faith deposit in an amount equal to 10% of the purchase price offered d. The Debtor will also entertain entering into Stalking Horse Agreement with a Stalking Horse Purchaser. Any and all Potential Bidders interested in becoming a Stalking Horse Purchaser must submit a Qualified Bid by April 6, 2018 by 5:00 p.m. (CT). The Debtor proposes to designate any Stalking Horse Purchasers on April 18, 2018. e. Stalking Horse Hearing: April 23, 2018 f. The Debtor asks that the Court sets a deadline for the filing of any objections to the approval of any Stalking Horse Purchaser, Stalking Horse Agreement, and Bid Protections no later than April 20, 2018 at 5:00 p.m. (CT). g. Auction: May 2, 2018 at the office of the Debtor's Counsel with No Floor Bid h. Sale Hearing: May 8, 2018 at 10:00 a.m. (CT) i. Notice of Assumption and Assignment: May 11,2018 j. Deadline to File Auction Results: May 9, 2018 k. Sale Objection Deadline: Two business days prior to Sale Hearing l. Entry of Sale Order: May (TBD), 2018 m. Consummation of Sale: June 1, 2018 The Bidding Process affords the Debtor a sufficient opportunity to pursue a sale process that will maximize the value of the Property for the benefit of their estate under the circumstances. To facilitate the Sale Transaction, the Debtor proposes these procedures for notifying counterparties to executory contracts and unexpired leases of potential cure amounts in the event the Debtor decides to assume and assign such contracts or leases: a. Notice of Assumption and Assignment: Three business days after the Auction, the Debtor will file with the Court and serve on all counterparties a notice of assumption, assignment and sale. b. Objections, if any, must be filed no later than May 18, 2018. c. If a counterparty to a 365 Contract files a timely objection, and the parties are unable to consensually resolve the dispute prior to the hearing to resolve any such objection, the amount to be paid or reserved with respect to such objection will be determined at the Assumption/Assignment Hearing on May 31, 2018. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/IO_at_Tech_75_Sales.pdf The Debtor asks that the Court authorizes the Sale of the Property free and clear of any and all liens, claims, charges, encumbrances and interests. To preserve the value of the Debtor's estate and limit the costs of administering and preserving the Property, it is critical that the Debtor close the sale of the Property as soon as possible after all closing conditions have been met or waived. Accordingly, it asks that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). The Creditor: BERKADIA COMMERCIAL MORTGAGE, LLC 12444 Powerscourt Drive Suite 400 St. Louis, MO 63131 ICI can be reached at: ICI CONSTRUCTION 5057 Keller Springs Rd. #200 Addison, TX 75001 About IO at Tech Ridge IO at Tech Ridge, LP, is a limited partnership that owns a partially constructed apartment project in Austin, Travis County, Texas. IO at Tech Ridge filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 17-11540) on Dec. 11, 2017. The Debtor hired Nicholas B. Bangos, P.A., as counsel. IRIDIUM COMMUNICATIONS: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned a B2 corporate family rating (CFR), a B2-PD probability of default rating (PDR) and a SGL-2 speculative grade liquidity (SGL) rating to Iridium Communications Inc. (Iridium). Moody's also assigned a Caa1 (LGD6) rating to the company's proposed $360 million senior unsecured note offering at Iridium. The company intends to use the proceeds to fund capital investments, contribute additional funds to an existing debt service reserve account associated with a fully drawn $1.8 billion credit facility with BPI France Assurant Export SAS (BPIAE) issued at Iridium Satellite LLC (an operating subsidiary of Iridium), repay a vendor note with satellite manufacturer Thales Alenia Space, and for general corporate purposes. The outlook is stable. Assignments: Issuer: Iridium Communications Inc. -- Probability of Default Rating, Assigned B2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned B2 -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6) Outlook Actions: Issuer: Iridium Communications Inc. -- Outlook, Assigned Stable RATINGS RATIONALE Iridium's B2 CFR reflects its small scale, high leverage and projected peak negative free cash flow for 2018 as the company nears completion of a multi-year capital investment in Iridium NEXT (NEXT), a next-generation satellite constellation now partially deployed and expected to be fully operational by second half 2018. Iridium NEXT replaces the company's 20-plus year old legacy constellation with the same number of 66 cross-linked satellites, as well as nine in-orbit spares and six ground spares. Four additional launches of a total of 35 satellites remain until completion of the NEXT constellation. While there is a small probability of a potential industry-driven launch delay or a single SpaceX launch failure that destroys a payload of Iridium satellites, Moody's expects the completion of NEXT would likely only be delayed under such a scenario by about four to six months. The loss of Iridium satellites due to launch failure would have no effect on the current business model. Further, given adequate liquidity post this proposed financing, satellite availability via existing ground spares and proceeds from robust insurance plans, Moody's expects that Iridium would likely absorb such a setback without the need for additional capital to complete the NEXT constellation. The need for this proposed financing is due to about a year's extension of NEXT's originally planned mid-2017 completion, which was driven by both satellite manufacturing delays and a SpaceX launch failure preceding a scheduled Iridium satellite launch. While the company will continue to provide the same fully global coverage that its existing legacy network provides, NEXT's improved technology will increase capacity multi-fold, deliver faster data speeds, and improve overall economics for existing products and services. In addition to an existing solid and still growing base of commercial and government customers, NEXT's enhanced capabilities are anticipated to drive market share gains in the maritime and internet of things (IoT) end markets with attractive broadband and data solutions services. NEXT will also allow Iridium to derive a new revenue stream by enabling global aircraft surveillance services provided by Aireon, a company in partnership with air navigation service providers worldwide. Post the expected full deployment of NEXT in 2018, capital spending will decrease by over 90% to maintenance capital spending levels in subsequent years. Iridium is projected to generate strong free cash flow beginning in 2019 with significant double-digit growth thereafter, assuming minimal if any shareholder dividends. This cash will primarily be used to fund steadily increasing principal amortization requirements under the BPIAE credit facility, which also includes a cash sweep feature. The rating is further supported by Iridium's lower-risk wholesale distribution model, high margins, currently high cash balances, a sizable, high quality and growing existing customer base, a seasoned and proven management team, and the high barriers to entry associated with the satellite industry. Iridium's SGL-2 short-term liquidity rating indicates Moody's expectation that the company will sustain good liquidity through the next 12 to 18 months due to its large cash balances. Iridium is projected to remain free cash flow negative in 2018 due to the capital spending associated with deploying the remaining 35 satellites necessary to complete the NEXT constellation over four additional launches currently scheduled to be completed in second half 2018. As of December 31, 2017, Iridium had $298 million in unrestricted cash and no revolver. The unsecured note offering is expected to increase unrestricted cash balances by about $169 million, and increase an existing debt service reserve account associated with the BPIAE credit facility by $87 million, for a pro forma total of $466 million in unrestricted cash and $189 million in restricted cash. Under reduced near-term principal repayment amounts, which are contingent upon the successful placement of the $360 million of unsecured notes, the BPIAE credit facility would require principal payments totaling $72 million in 2018 and $126 million in 2019. Further, in the event unrestricted cash balances fall below $75 million, up to a total of $87 million can be released from BPIAE debt service reserve account, an important lender accommodation that effectively serves as a revolver-like liquidity source. The ratings on existing debt instruments reflect both the overall probability of default of Iridium, and individual loss given default (LGD) assessments. The senior unsecured notes held at Iridium are rated Caa1 (LGD6). The notes are rated two notches lower than the B2 CFR given their junior position in the capital structure. The first lien senior secured $1.8 billion BPIAE credit facility (not rated) held at Iridium Satellite LLC is secured by substantially all material owned tangible and intangible assets of Iridium Satellite LLC and by all of the material domestic subsidiaries of Iridium. The stable outlook reflects Moody's expectation that the Iridium NEXT deployment will be completed on schedule and that the company will continue to produce healthy revenue growth that will lead to debt/EBITDA (Moody's adjusted) falling to below 6.5x by 2019. The stable outlook also reflects Moody's expectation that Iridium will maintain ample cash on hand. Due to forecasted high leverage and negative free cash flow, an upgrade is unlikely over the next 12 to 18 months. However, upward rating pressure would ensue if Iridium were to sustainably generate free cash flow and debt/EBITDA (Moody's adjusted) approached 4.5x. Downward rating pressure could develop if liquidity becomes strained, revenue growth stalls, or if Iridium is unable to improve its free cash flow profile. Additional debt-financed acquisitions or investments which result in a deterioration of cash flow or a material increase in leverage could also result in a downgrade. With headquarters in McLean, Virginia, Iridium Communications Inc. is the only commercial provider of mission-critical and highly-reliable voice and data communications services on a fully global coverage basis, connecting people, organizations and assets to and from anywhere, in real time through its unique L-band satellite network. During the last 12 months ended December 31, 2017, the company generated $448 million in revenue. IRIDIUM COMMUNICATIONS: S&P Assigns 'B-' Corporate Credit Rating ---------------------------------------------------------------- Iridium Communications Inc., a satellite provider of voice, data, and machine-to-machine (M2M) solutions, plans to offer $360 million of senior unsecured notes as financing to complete the final stages of its deployment of its Iridium NEXT constellation resulting in leverage between 8.5x-9.0x in 2018. S&P Global Ratings assigned its 'B-' corporate credit rating to McLean, Va.-based Iridium Communications Inc. The outlook is negative. S&P said, "At the same time, we assigned a 'CCC' issue-level rating and '6' recovery rating to Iridium Communications Inc.'s proposed $360 million of unsecured notes due 2023. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default." The company's $1.8 billion Bpifrance Assurance Export S.A.S. (BPIAE) credit facility is unrated. The rating reflects Iridium's very high financial leverage, operations in a fairly narrow telecommunications niche, short-term commercial contracts that could result in customer churn or pricing pressure on renewals, concentration of revenue with the DoD, and the risks still involved with launching the remaining Iridium NEXT satellites. These factors are somewhat offset by the company's global network, high barriers to entry, improved bandwidth enabled by its Iridium NEXT satellite constellation, and strong margins that we expect to improve as the company increases revenue. While leverage is currently very high, we believe there is a path to de-lever upon completion of the Iridium NEXT constellation. For starters, capital expenditures will decline substantially, enabling positive cash generation and debt reduction in 2019. Iridium also stands to benefit from global aircraft surveillance opportunities through a joint venture called Aireon, in which it currently owns about a 39% stake, as well as growth opportunities enabled by greater throughput and a larger addressable market, mainly in the maritime and aviation markets. The outlook is negative. While S&P's base-case assumes de-leveraging through earnings growth and debt reduction, it also recognizes risks surrounding the remaining launches of the Iridium NEXT satellites and renegotiation of the company's contract with the DoD. S&P said, "We could lower the rating if the company fails to renew its contract with the DoD, if it suffers launch failures that impair its competitive position, or if growth does not materialize in the company's voice and data and M2M businesses, leading to leverage remaining above 7.5x for a sustained period. "We could revise the outlook to stable if the company successfully launches the remaining satellites in the Iridium NEXT constellation and renews its contract with the DoD, such that leverage approaches 7.5x over the next year. We could raise the rating if leverage were to fall below 6.5x, which we believe is unlikely to occur until mid-2020." ITM ENTERPRISES: Hires Eric A. Liepins as Counsel ------------------------------------------------- ITM Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C., as counsel to the Debtor. ITM Enterprises requires Eric A. Liepins to represent the Debtor in the Chapter 11 bankruptcy proceedings. Eric A. Liepins will be paid at these hourly rates: Attorneys $275 Paralegals/Legal Assistants $30 to $50 Eric A. Liepins will be paid a retainer in the amount of $5,000. Eric A. Liepins will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Liepins, a partner at the firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. About ITM Enterprises ITM Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 18-40767-11) on Feb. 28, 2018. The Debtor hired Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as counsel. Eric A. Liepins can be reached at: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 JAMES WATKINS: CNH Suit vs PPI, CNBT Remanded to State Court ------------------------------------------------------------ Chief Bankruptcy Judge Janice Miller Karlin grants Defendant PrairieLand Partners, Inc. and Plaintiff CNH's motions to remand the adversary proceeding captioned CNH Industrial Capital America, LLC, Plaintiff, v. PrairieLand Partners Inc. and Community National Bank & Trust-Chanute, Defendants, Adversary Proceeding Case No. 17-7023 ( Bankr. D. Kan.). Four years ago, Debtors James Robert Watkins Jodi Karen Watkins traded one encumbered tractor for another and apparently went on their way. Although this commonplace exchange of collateral occurs routinely in large farming operations, Plaintiff CNH Industrial Capital America, LLC now alleges that its first priority security interest in the collateral was not recognized and the tractor proceeds were sent elsewhere. The dispute now before the Bankruptcy Court is CNH's state court conversion claim against the two other creditors involved in the transaction. The Bankruptcy Court finds that it does not have jurisdiction over this removed matter because the removing party--Defendant Community National Bank & Trust-Chanute, has not satisfied its burden to show that the state court petition is related to Debtors' Chapter 11 bankruptcy. The Bankruptcy Court further finds that even if it did have jurisdiction, it would exercise its discretion to remand the matter under either 28 U.S.C. section 1334(c)(1) (permissive abstention) or 28 U.S.C. section 1452(b) (equitable remand). As a result, the motions to remand are granted. The proceeding is remanded to its original court for resolution. A full-text copy of Judge Karlin's Order dated Feb. 20, 2018 is available at https://is.gd/4BaeGF from Leagle.com. CNH Industrial Capital America LLC, Plaintiff, represented by Kelsey Nicole Frobisher -- kfrobisher@foulston.com -- Foulston Siefkin LLP. PrairieLand Partners Inc, Defendant, represented by Creath L. Pollak, Minter & Pollak & John B. Swearer. Community National Bank & Trust-Chanute, Defendant, represented by Creath L. Pollak, Minter & Pollak. James Robert Watkins and Jodi Karen Watkins sought Chapter 11 protection (Bankr. D. Kan. Case No. 17-40389) on April 14, 2017. The Debtors tapped Tom R. Barnes, II, Esq., at Stumbo Hanson LLP as counsel. JASON MAZZEI: Nguyen Buying Wilkes-Barre Property for $16.5K ------------------------------------------------------------ Jason J. Mazzei asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of a residential building located at 119 Wood Street, Wilkes-Barre, Pennsylvania to Kelly Thi Nguyen for $16,500. A hearing on the Motion is set for March 22, 2018 at 2:00 p.m. The Debtor owns said property as evidenced by the deed recorded in the Luzerne County Courthouse. There are no secured mortgage liens against the property. The Debtor and the Purchaser have entered into an agreement of sale, whereby the Seller has agreed to sell and the Purchaser has agreed to purchase the real property. The Purchaser will pay $16,500 for said property. The sale of the real estate is an "as is" sale and subject to the approval of the Court. The sale must be a judicial sale, free and clear of all liens and encumbrances and claims against the Debtor. In order to convey good title, it will be necessary that all these interests, claims and encumbrances be divested as liens against the real property and shifted to the funds realized from the sale. The Debtor reserves the right to challenge the validity of any lien or claim at the time of distribution. The Seller will not pay any real estate commission in this transaction. The settlement date per the Purchase Agreement is scheduled for March 30, 2018. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Jason_Mazzei_295_Sales.pdf The Debtor asks the Court that the settlement officer be authorized to make the following disbursements: (i) payoff of any existing real estate tax liens, if any; (ii) all real estate transfer stamps; (iii) Court approved attorney fees, if any; (iv) any other closing items necessary to consummate the transaction, including but not limited to deed preparation and recording fees, notary fees, etc.; and (v) the balance of the net proceeds payable to any secured and priority creditors in the case, with the remainder to be paid to allowed unsecured creditors until such time as payments are made equal to a 100% distribution The sale is in the best interest of all parties since it will help the Debtor consummate his Chapter 11 Plan of Reorganization. The Purchaser: Kelly Thi Nguyen 117 Wood St. Wilkes Barre, PA 18702 Jason Mazzei is a licensed real estate agent currently conducting business at 416 East Second Avenue, Tarentum, Pennsylvania. Mr. Mazzei sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 16-24827) on Dec. 30, 2016. The Debtor tapped Albert G. Reese, Jr, Esq., at Law Office of Albert G. Reese, Jr., as counsel. JC PENNEY: Fitch Rates New $400MM Secured Notes Due 2025 'BB-' -------------------------------------------------------------- Fitch Ratings has assigned a 'BB-'/'RR3' rating to J. C. Penney Corporation, Inc.'s new $400 million 8.625% senior second lien secured notes due 2025. Fitch has also affirmed J. C. Penney Company, Inc. (JCP) and J. C. Penney Corporation, Inc.'s Long-Term Issuer Default Ratings (IDR) at 'B+', and has downgraded the senior unsecured notes to 'B+'/'RR4' from 'BB-'/'RR3'. The Rating Outlook is Stable. The new class of notes will be guaranteed on a secured basis, jointly and severally, by J.C. Penney and certain domestic subsidiaries of JCP that guarantee J. C. Penney's senior secured term loan facility and existing senior secured notes. Both the term loan facility and senior secured notes are secured by (a) first-lien mortgages on 285 owned and ground-leased stores (subject to certain restrictions primarily related to Principal Property owned by J. C. Penney Corporation, Inc.) and eight owned distribution centers; (b) a first lien on intellectual property (trademarks including J. C. Penney, Liz Claiborne, St. John's Bay and Arizona), machinery and equipment; (c) a stock pledge of J. C. Penney Corporation and all of its material subsidiaries. J. C. Penney intends to use the net proceeds to pay the tender consideration for portions of its 8.125% senior notes due 2019 and 5.65% senior notes due 2020. The company commenced a tender offer for up to $95 million of the $175 million senior notes due 2019 and up to $225 million of the $360 million senior notes due 2020. If any or all of the tender securities (up to the tender cap for each series of tender securities) are not purchased in the tender offers, or to the extent J. C. Penney has net proceeds from the offering remaining after payment of the tender consideration and fees and expenses associated with the offering of the notes and the tender offers, it intends to use the net proceeds from the offering of the notes for general corporate purposes, which may include further retirement of its existing notes, including defeasance of any untendered tender securities. The new note issuance along with cash on hand enables J.C. Penney to successfully address its 2019/2020 maturities of $535 million with nothing due in 2021. J. C. Penney's 'B+' rating reflects the meaningful turnaround in the business over the last few years with EBITDA improving to $886 million in 2017 (excluding asset sale gains and adding back non-cash based compensation) from $275 million in 2014 due to both sales growth and cost reductions. Fitch expects annual EBITDA to remain in the mid-$800 million annually over the next 24 to 36 months, and leverage is expected to be in the mid-5x given expectations for some debt paydown. From a comparable store sales perspective, Fitch expects the company to largely offset the weakness in women's apparel (24% of sales) with investments in areas such as home and appliances (13% of sales), beauty/Sephora, private brands and its own omnichannel offerings. KEY RATING DRIVERS Flat Comps: Fitch expects J. C. Penney to sustain flat comparable store sales (comps) in 2018/2019, in line with the flat comps in 2016/2017, given the ongoing traffic challenges at mid-tier mall-based apparel retailers, as volume continues to shift online and to discount channels such as fast fashion and off-price. At its analyst-day meeting in August 2016, J. C. Penney identified $1.2 billion to $1.7 billion in incremental sales opportunity from a base of $12.6 billion in the areas of private brands, beauty, special sizes and home. While J. C. Penney is seeing strong growth in some of these categories -- particularly home and Sephora -- Fitch expects underlying store traffic and core apparel sales to decline in the low- to mid-single-digits. Women's apparel accounts for $3 billion or 24% of revenue. Fitch estimates this business has been declining by mid-single digits annually while men's apparel and accessories (22% of revenue) and children's apparel (10% of revenue) have likely been flat to modestly negative. As J. C. Penney has acknowledged, the women's business has been over-assorted in traditional women's clothing and under-assorted in casual, contemporary and activewear. Fitch views the turnaround in this business as challenging, as it plays catch up to both existing and new entrants in a crowded space. J.C. Penney has been investing significantly in its home business, which accounted for 13% of its total revenue in 2016, via appliances, window coverings, soft home and mattresses, and has also partnered with Ashley Furniture. The company has used less productive areas of its stores for these initiatives, which do not require heavy upfront inventory investment, as purchases are shipped directly from the manufacturers. It added major appliances to more than 500 locations in 2016 and another 100 locations in 2017. It also expanded mattresses in over 300 locations in 2017, showcasing them in around 500 stores. These initiatives were put in place to take advantage of the significant decline in sales at Sears; as of fourth quarter 2016 (4Q16), J.C. Penney and Sears were co-located in more than 400 malls. Hardlines is the largest category at Sears Holdings, accounting for $9.6 billion (or 43% of consolidated revenue) in 2016 and a projected $7.3 billion in 2017. Of this, almost $7 billion was generated within the Sears mall-based stores in 2016; Fitch projects $5.7 billion in 2017. Hardlines includes categories such as consumer electronics, appliances and home improvement, in addition to sporting goods and housewares. Major competitors in the space include Home Depot and Lowe's, Best Buy, and more recently, J.C. Penney, have all made significant investments to grow share in some of these categories. Apparel and soft home represented $5.6 billion (25% of Sears' consolidated revenue) in 2016 and is projected at $4.3 billion in 2017, roughly split evenly between Kmart and Sears stores. This could provide another opportunity for J. C. Penney to pick up some share. Fitch projects comps will be flat over the next 24 to 36 months with the weakness in apparel offset by growth in its home and women's accessories businesses (13% of total revenue and includes Sephora). Fitch has assumed flat growth in most categories, and a decline of 3% to 5% annually in women's apparel offset by 5% growth in home and women's accessories to derive flat comp expectations. Comps could grow 1% to 2% due to (i) a better than expected performance in women's apparel versus Fitch's projected 3% to 5% decline, and/or (ii) higher than projected mid-single-digit growth in home (due to accelerated share losses at Sears) and women's accessories (includes Sephora), which combined account for 26% of total sales. EBITDA Expected to Be Range-Bound: J. C. Penney demonstrated a meaningful turnaround in its business over the last three years, with EBITDA at $886 million in 2017 (excluding asset sales gains and adding back non-cash based compensation) versus $275 million in 2014. Weaker than expected comps over the last few years versus management's expectations have been offset by continued cost reductions. Going forward, gross margin improvement through increased private brand penetration and benefits from merchandising system/supply chain/pricing optimization is likely to be offset by investments in areas such as online and the growth of the appliance business. Fitch expects some gross margin expansion in 2018 as J.C. Penny cycles against the significant inventory liquidation sales related to store closings in 2017. SG&A expenses are expected to be modestly lower growing forward on store closings. However, investments in growth businesses and increased wage and healthcare costs could put upward pressure on expenses. Fitch expects annual EBITDA to remain in the mid-$800 million annually over the next 24 to 36 months. Strong Liquidity/Stable Leverage: Total liquidity (cash and revolver availability) at the end of Feb. 3, 2018 was in excess of $2 billion. Fitch expects FCF to be in the $100 million range annually. Adjusted debt/EBITDAR was at the end of 2017, and Fitch expects leverage to remain in the mid-5x over the next 24 to 36 months. DERIVATION SUMMARY J. C. Penney's 'B+' rating reflects the meaningful turnaround in the business over the last few years with EBITDA improving to $886 million in 2017 from $275 million in 2014, due to both sales growth and cost reductions. Fitch expects annual EBITDA to remain around $850 million annually over the 24 to 36 months and leverage is expected to be in the mid-5x given expectations for some debt paydown. J. C. Penney has seen a material 30% decline in total sales since 2010 versus its investment-grade rated peers such as Macy's, Inc. and Kohl's Corporation (both rated BBB/Negative), which have had fairly stable top lines during this period. Both Kohl's and Macy's have a better developed omnichannel offering and profitability is higher at 10%+ EBITDA margins versus 8% at J.C. Penney. Finally, leverage for both Macy's and Kohl's is expected to trend in the mid-to-high 2x range versus the mid-5x for J.C. Penney. Sears Holding Corporation's 'C' rating reflects multiyear top-line market share and EBITDA declines, which have led to concerns regarding long-term competitive viability. The company faces significant restructuring risk given the high cash burn since 2013, which necessitated significant liquidity infusion via asset sales or secured debt. The company recently launched a distressed debt exchange to address upcoming maturities. J. C. Penney has positioned itself to benefit from Sears' market share losses in the home and appliance segments. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Comps are expected to be flat in 2018/2019, with growth in home, beauty and online offsetting weakness in apparel; -- EBITDA is expected to trend in the mid-$800 million range annually; -- FCF is expected to be $100 million annually assuming no material swings in neutral working capital; -- Adjusted debt/EBITDAR is expected to be in the mid 5x over the next 24 to 36 months. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action A positive rating action could occur if J. C. Penney's comps are in the positive low single digits, yielding EBITDA sustainably over $1 billion, and if the company continues to pay down debt, such that leverage moves below 5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action A negative rating action could occur if comps turn negative, annual EBITDA trends below mid-$800 million leading to lower than expected FCF and causing leverage to be above 5.5x. LIQUIDITY Strong Liquidity: J. C. Penney had cash and cash equivalents of $185 million as of Oct. 28, 2017, and $1.8 billion available under its $2.35 billion credit facility after accounting for $211 million for outstanding borrowings, $135 million in letters of credit and $200 million in minimum excess availability it must maintain. The company ended 2017 with total liquidity in excess of $2 billion. FCF was approximately $60 million in 2017 compared to negative $93 million in 2016. In addition, the company generated $96 million in proceeds from sale of operating assets in 2016 and $154 million in 2017. Fitch expects FCF to be in the $100 million range annually. Recovery Analysis For issuers with IDRs at 'B+' and below, Fitch performs a recovery analysis for each class of obligations of the issuer. The issue ratings are derived from the IDR and the relevant Recovery Rating (RR) and notching, based on Fitch's recovery analysis that places a liquidation value under a distressed scenario in the low to mid-$5 billion range (taking into seasonal working capital build). The liquidation value is higher than the going-concern value, which Fitch estimates at about $3 billion, based on a going-concern EBITDA of $750 million and a 4x multiple. Fitch has applied a 70% advance rate against inventory level as a proxy for a net orderly liquidation value of the assets. In coming up with a real estate value of $3.5 billion, Fitch valued the approximate 415 owned stores at $7 million each (versus the appraised value of $7.8 million in May 2013) and the eight owned distribution centers at $50 million each. The $750 million going-concern EBITDA assumption reflects revenue of $9.5 billion, or 20% lower than current levels (on a 52-week basis), at an 8% EBITDA margin given the mix of its business. The 4.0x multiple is lower than the 5.4x median multiple for retail going-concern reorganizations, the 12-year retail market multiples of 5x to 11x, and 7x to 12x for retail transaction multiples. The 4.0x multiple reflects the significant share losses by department stores to other formats over the last 10 to 15 years and Fitch's expectation that department stores sales will continue to decline in the low single digits annually. J. C. Penney's $2.35 billion senior secured asset-backed loan (ABL) facility that matures in June 2022 is rated 'BB+'/'RR1', which indicates outstanding recovery prospects (91%-100%) in a distressed scenario. The facility is secured by a first-lien priority on inventory and receivables, with borrowings subject to a borrowing base. Any proceeds of the collateral will be applied first to the satisfaction of all obligations under the revolving facility. J. C. Penney is required to maintain a minimum excess availability at all times of not less than (a) $200 million in the event that 10% of the line cap (the lesser of total commitments under the credit facility or the borrowing base) is equal to or greater than $200 million or (b) the greater of (i) 10% of line cap and (ii) $150 million in the event that 10% of the line cap is less than $200 million. The $1.635 billion term loan and $500 million senior secured notes due June 2023 are also expected to have outstanding recovery prospects of 91% to 100%, leading to a 'BB+'/'RR1' rating. Both the term loan facility and senior secured notes are secured by (a) first-lien mortgages on 285 owned and ground-leased stores (subject to certain restrictions primarily related to Principal Property owned by J. C. Penney Corporation, Inc.) and eight owned distribution centers; (b) a first lien on intellectual property (trademarks including J. C. Penney, Liz Claiborne, St. John's Bay and Arizona), machinery and equipment; (c) a stock pledge of J. C. Penney Corporation and all of its material subsidiaries and all intercompany debt; and (d) second lien on inventory and accounts receivable that back the ABL facility. The term loan and senior secured notes rank pari passu in terms of priority of payment. The $400 million senior second lien secured notes due 2025 are expected to have good recovery prospect of 51% to 70%, leading to a 'BB-'/'RR3' rating. The notes are secured by a second lien on the term loan and senior secured notes. Fitch assumes that the senior notes will benefit only modestly from the excess of the term loan real estate collateral and share on a prorata basis with the unsecured notes on the remaining collateral. The senior unsecured notes are rated 'B+'/'RR4', indicating average recovery prospects (31% to 50%). FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: J. C. Penney Company -- Long-Term IDR at 'B+'. J. C. Penney Corporation -- Long-Term IDR at 'B+'; -- Senior first-lien secured debt at 'BB+'/'RR1' . Fitch has downgraded the following ratings: J. C. Penney Corporation -- Senior unsecured notes to 'B+'/'RR4' from 'BB-'/'RR3'. Fitch has assigned the following ratings: J.C. Penney Corporation -- Senior second lien secured notes 'BB-'/RR3'. The Rating Outlook is Stable. JEJP LLC: MNA Buying Industrial Equipment for $3 Million -------------------------------------------------------- JEJP, LLC, doing business as Precision Machined Products, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of industrial equipment used to fabricate downhole equipment for the oil and gas industry to Machinery Network Auctions ("MNA") for $2,975,000. Objections, if any, must be filed within 20 days of the date the Motion was served. The Debtor ceased operations in October of 2017, and only retained administrative staff to administer its books and records and to pursue offers on its assets. The Debtor owns the Assets. An appraisal of the Assets dated Oct. 5, 2016, lists the orderly liquidation value of the equipment at $2,914,000 and the forced sale liquidation value of the equipment at $2,233,000. After the appraisal was performed, the Debtor sold a Nomura CNC Horizontal Boring & Milling Machining Center for $77,500, an Okum CNC Vertical machining center for $40,000, a Lehman Lethe MDL 2516 x 192 for $110,000 with Court permission. After marketing the Assets over the past four months, the Debtor has accepted the highest offer for the Assets from MNA. This is a cash offer in the amount of $2,975,000, to be paid within two business days after Court approval of the sale. MNA will have 60 days to conduct an auction of the Assets. They are allowed up to $150,000 for marketing and other expenses. Any funds received, excluding the Buyer's Premium in excess of the Purchase Price plus Expenses will be divided equally between the Debtor and MNA. MNA will provide the Debtor a full and complete auction accounting and payment of the Debtor's portion of the Excess Proceeds, if any, within 14 days of the close of the auction. A copy of the Purchase Contract and Bill of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/JEJP_LLC_123_Sales.pdf These entities are claiming a lien on the assets: a. Aldine Independent School District ("AISD"), Klein ISD ("KISD") and Harris County/City of Houston ("Taxing Authorities") by virtue of their statutory tax liens on all of the Debtor's assets. AISD is owed $193,926, KISD is owed $54,648, and Harris County is owed $262,982 with interest at the rate of 12% from Jan. 31, 2018 until closing. b. Texas Citizens Bank by virtue of its promissory note, security agreement and UCC-1 Financing Statement. Texas Citizens Bank is owed $2,114,489. Eastgroup Properties, LP by virtue of its perfected landlord's lien on the assets, for the remaining balance of approximately $348,956. Texas Citizens Bank and Eastgroup Properties have each agreed with the Debtor that Texas Citizens Bank and Eastgroup Properties will each discount its secured claim by $100,000, in exchange for a full and final release by the Estate, by the Debtor, and by its related parties, of any and all claims, causes of action, and other matters of whatever scope, nature, or category which all or any of the releasing parties have or claim or might claim against Texas Citizens Bank or Eastgroup Properties directly or indirectly related to the prior dealings between the releasing parties and the released parties in any manner whatsoever. The parties agree and represent that such full, final, and total release is a material consideration for such accommodation by Texas Citizens Bank and Eastgroup Properties, but for which neither would agree to the deductions described, or to the terms of the Order. Such release will be consummated and enacted upon entry of an Order by the Court granting the Motion, without further action or documentation, and will survive the entry of such Order and performance thereon. The proceeds from the Purchase Price will be paid to the following secured creditors at closing in full satisfaction of their respective claims: (i) Aldine ISD - $193,926; (ii) Klein ISD - $54,648; (iii) Harris County, et al. - $262,982; (iv) Texas Citizen's Bank - $2,033,338; and EastGroup Properties, LP - $230,107. Any Excess Proceeds after the auction will be held for the benefit of administrative claimants and neither the Texas Citizens Bank nor EastGroup Properties will participate in the distribution of Excess Proceeds. The offer is to purchase the Assets free and clear of all liens, claims, and encumbrances. The Assets will be purchased as is, with all faults and defects, if any. MNA will be solely responsible for removing the Assets from the Leased Premises within 120 days after entry of an order approving the sale of the Assets. The Debtor believes, in its best business judgment, that it has maximized the value to the estate of the Asset. It is unlikely that the sale will result in any income tax liability to the Estate. The Assets will be sold free and clear of all liens, claims, interests and encumbrances. However, the sale will not be free and clear of the 2018 tax liens for AISD and Harris County. The Buyer(s) will assume responsibility for the payment of the 2018 taxes. The Creditors: ALDINE INDEPENDENT SCHOOL 14909 Aldine Westfield Rd. Houston, TX 77032-3027 TEXAS CITIZENS BANK 1800 Nasa Parkway Houston, TX 77058-3502 About JEJP LLC JEJP, LLC, d/b/a Precision Machined Products, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-33646) on July 22, 2016. The petition was signed by Paul Williams, chairman. The Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million at the time of the filing. Judge David R. Jones presides over the case. Julie Mitchell Koenig, Esq., at Cooper & Scully, PC, is the Debtor's bankruptcy counsel. The Debtor hired EEPB P.C. CPAs and Business Advisors as its accountant. An official committee of unsecured creditors has not yet been appointed. JET MIDWEST: Seeks Interim Access to Cash Collateral ---------------------------------------------------- Jet Midwest Group, LLC, asks the U.S. Bankruptcy Court for the District of Delaware for interim authority to use cash collateral solely for the purposes of funding the types and corresponding amounts of itemized expenditures contained in the Budget. The Debtor entered into a Security Agreement with F. Paul Ohadi Trust Dated December 15, 1999 ("Ohadi Trust"), as security for repayment of a loan from Ohadi Trust to the Debtor and Jet Midwest, Inc. The Debtor and the Ohadi Trust also entered an Aircraft Mortgage. As of the Petition date, there is approximately $6,042,565 in principal and interest outstanding under the Prepetition Loan Documents. The Prepetition Loan Documents requires the Debtor to pay the Ohadi Trust monthly interest payments of $91,000. The Debtor proposes to pay the Ohadi Trust the monthly interest payments in the amount of $91,000 post petition. Pursuant to a contract the Debtor has with Airborne Wireless Network to test wireless internet in airplanes and provide other services, in lieu of cash payments for such services, Airborne and the Debtor agreed that the Debtor would be paid in Airborne stock. The agreements further provide that the Debtor's position may not be diluted. As a result, each time Airborne issues new stock, the Debtor receives additional new stock. According to Airborne's notice of default and demand, the Debtor's existing shares in Airborne were delivered to Ohadi Trust, who currently holds possession of the existing stock certificates. In the coming months, Airborne may issue 200,000 shares for the benefit of Debtor. In view of that, the Debtor proposes that the automatic stay be modified so that Airborne may deliver any additional Airborne stock received to the Ohadi Trust as adequate protection for the use of its cash collateral in this Chapter 11 Case. The Airborne stock would further adequately protect the Ohadi Trust in the Debtor's use of Cash Collateral. The Debtor submits that it is vital to the success of the Debtor's efforts in this Chapter 11 Case that the Debtor immediately obtains access to Cash Collateral. The preservation of the Debtor's business depends heavily upon the expeditious approval of the use of cash collateral for general working capital purposes. Absent the Court's approval of the interim use of cash collateral, the Debtor faces a substantial risk of severe disruption to its business operations and irreparable damage to its relationships with its vendors. A full-text copy of the Order is available at http://bankrupt.com/misc/deb18-10395-10.pdf About Jet Midwest Jet Midwest Group, LLC -- http://www.jetmidwestgroup.com/-- is a global, multifaceted, aircraft service provider. The Company is a full-service commercial aircraft, engine, and spare parts trading company, offering creative product support solutions and maintenance services. The Company was founded in 1997 and is headquartered in Wilmington, Delaware. Jet Midwest Group sought Chapter 11 bankruptcy protection (Bankr. D. Del., Case No. 18-10395) on Feb. 26, 2018. In the petition signed by Karen Kraus, chief operating officer, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in liabilities. The Hon. Kevin Carey presides over the case. Christopher A. Ward, Esq., of Polsinelli PC, is the Debtor's counsel. JETT RACING: Hires Enrique M. Solis as Bookkeeper ------------------------------------------------- Jett Racing & Sales, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Enrique M. Solis, III, as bookkeeper to the Debtor. Jett Racing requires Enrique M. Solis to prepare the monthly operating reports required in the Chapter 11 bankruptcy proceedings. Enrique M. Solis will be paid at the hourly rate of $45. Enrique M. Solis will also be reimbursed for reasonable out-of-pocket expenses incurred. Enrique M. Solis III, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Enrique M. Solis can be reached at: Enrique M. Solis III Midland, TX About Jett Racing & Sales Founded in 1977, Jett Racing & Sales, Inc., is an electronics and car accessories retailer in Laredo, Texas. It owns fee simple interests in (a) a real property located at 1301 Lincoln Street, Laredo, Texas, Lots 3, 4 & 5 of Block 37 of Laredo's Western Division Webb County, Texas, valued by the Company at $1.50 million; (b) a lot and building located at 1110 Lincoln Street, Laredo, Texas, S 52/1 of Lot 5 Ex- Trapezoidal Strip on East Side Blk 41 WD valued by the Company at $240,000; (c) a lot and building located at 2008 Matamoros St. Laredo, Texas Lot 4 of Block 291 Laredo's Western Division valued by the Company at $221,000; and (d) a lot and building located at 6102 Gilbert Laredo, Texas, valued by the Company at $1.4 million. It also holds a leasehold interest in a lot and building located at 5201 Bob Bullock Loop Laredo, Texas 78041. Jett Racing previously sought bankruptcy protection (Bankr. S.D. Tex. Case No. 11-50285) on May 12, 2011. Jett Racing filed another Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-50201) on Sept. 30, 2017. Wolf Hofman, the president, signed the petition. Judge Eduardo V. Rodriguez presides over the case. The Debtor disclosed $7.08 million in assets and $7.44 million in liabilities. Jesse Blanco, Jr., Esq., is the Debtor's bankruptcy counsel. KATY INDUSTRIES: Court Enters Interim Approval of Plan Disclosures ------------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court issued an interim order approving Katy Industries and its official committee of unsecured creditors' Joint Chapter 11 Combined Plan of Liquidation and related Disclosure Statement. As previously reported, "This Combined Plan and Disclosure Statement contemplates the appointment of a Plan Administrator who, under the terms of this Combined Plan and Disclosure Statement, shall make Distributions for the benefit of Holders of various Allowed Claims. Section 10 provides general procedures concerning Distributions under the Plan, including the deemed consolidation of the Debtors' Estates with respect to Allowed General Unsecured Claims. This means that the separate Debtors and Estates will be treated as if they were a single Debtor with a single Estate, so that Claims enforceable against more than one Estate will be treated as a single Claim against the consolidated Estate. Other procedures in Section 10 include: (i) disallowance of post-petition interest, (ii) treatment of undeliverable distributions, (iii) preservation of the Debtors' setoff rights, and (iv) minimum distribution amounts and disposition of any residual Cash. Section 12 provides a comprehensive proposed settlement regarding Retiree Claims and the termination of the Debtors' Retiree Life Insurance Plan, which is necessary given that the Debtors have no continuing operations and limited funds available for distribution. Under the Retiree Settlement, (i) the Retiree Life Insurance Plan will terminate, (ii) the Debtors will make a lump-sum payment of $50,000 to the Retirees' Committee for distribution to the Retirees, (iii) claims, if any, under the Debtors' self-insured medical plan will have continued to be honored during a 60-day 'runoff period' post-termination, and (iv) Retiree Claims will be released and discharged upon the Retirees' Committee's receipt of the Retiree Settlement Amount." The Court subsequently scheduled an April 25, 2018 hearing to consider the Combined DSP, with objections due by April 13, 2018, according to the report. About Katy Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, and its wholly-owned direct and indirect subsidiaries were organized as a Delaware corporation in 1967. The Company is a well-known manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. Katy Industries, Inc., and its affiliates filed a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017. In the petition signed by CRO Lawrence Perkins, Katy Industries disclosed $821,321 in assets and $58,421,346 in liabilities. Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtors' bankruptcy counsel. JND Corporate Restructuring is the claims and noticing agent. M.J. Renick & Associates LLC has been appointed by the Court as fee examiner. On July 31, 2017, the Office of the U.S. Trustee formed a committee of retirees. The Retirees’ Committee hired Womble Carlyle Sandridge & Rice, LLP as legal counsel. LAKESHORE FARMS: Hires Evans & Mullinix as Counsel -------------------------------------------------- Lakeshore Farms, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Missouri to employ Evans & Mullinix, P.A., as counsel to the Debtor. Lakeshore Farms requires Evans & Mullinix to represent the Debtor and provide legal services required in representing a Chapter 11 Debtor-in-possession. Evans & Mullinix will be paid at these hourly rates: Attorneys $300 Paralegals $100 On Feb. 13, 2018, GDD Lakeshore Properties, LLC, an entity formed by Jonathan Russell on Feb. 3, 2015, paid Evans & Mullinix a retainer in the amount of $35,000, which includes the filing fee of $1,717. The retainer has been used to compensate Evans & Mullinix in the amount of $12,697, for the services rendered through the filing date and the filing fee. The remaining funds shall be used to pay post-petition services until the retainer is exhausted. Evans & Mullinix will also be reimbursed for reasonable out-of-pocket expenses incurred. Joanne B. Stutz, a partner at Evans & Mullinix, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Evans & Mullinix can be reached at: Joanne B. Stutz, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: jstutz@emlawkc.com About Lakeshore Farms Lakeshore Farms, Inc., is a farming operation, owned by Jonathan Russell and formed on Jan. 26, 2001, with its principal place of business located at 24806 Highway 69, Forest City, Missouri 64551. Lakeshore Farms filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 18-50077) on Feb. 28, 2018. In the petition signed by Jonathan L. Russell, president, the Debtor disclosed $8.52 million in assets and $5.57 million in liabilities. The Hon. Brian T. Fenimore presides over the case. Joanne B. Stutz, Esq., at Evans & Mullinix, P.A., serves as bankruptcy counsel to the Debtor. LAWRENCE BARREGO: Pesce Buying West Harrison Property for $950K --------------------------------------------------------------- Lawrence M. Barrego asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the short sale of his rights, title and interest in the residential property located at 794 Lake Street, Front, West Harrison, New York, Tax Map Designation Block 984, Lot 7, to Danilo Pesce for $950,000. A hearing on the Motion is set for March 28, 2018 at 10:00 a.m. The objection deadline is March 21, 2018 at 12:00 p.m. The Debtor resides at the property commonly known as 794 Lake Street, Rear, West Harrison, New York 10604, which is his principal residence. The Debtor owns Property he proposes to sell. His estranged spouse resides in the Property but is not in title. A prepetition matrimonial action was commenced in the Supreme Court, Westchester County, however, no judgment of divorce or interim relief has been entered in that action. Citizen's Bank, N.A. holds the only mortgage and lien on the Property. Citizen's Proof of Claim filed in the case states the balance due under the mortgage is approximately $2,255,021. The Debtor entered into a Contract of Sale which provides for a short sale of his Property to the Buyer for $950,000, with $75,000 downpayment. The parties executed the Contract of Sale. The Creditor approved the Debtor's short sale under the terms set forth in the approval letter dated Feb. 22, 2018. The Debtor makes the Application for an Order authorizing him to sell his right, title and interest in and to the Property, and to distribute the proceeds as provided in Creditor's Approval Letter, summarized as follows: Purchase Price: $950,000 Real Estate Commission: ($47,500) Estimated Settlement Charges: ($6,915) Net Proceeds To Citizens: $895,585 The sale of the Debtor's Property maximizes the benefit to the estate by satisfying the unsecured portion of Creditor's lien and releasing the Debtor from his financial obligation with respect to a short sale deficiency of approximately $1,305,021. Accordingly, the Debtor respectfully asks that the Court approves the relief sought. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Lawrence_Barrego_38_Sales.pdf The Purchaser is represented by: John Jay Hogan, Esq. HOGAN & ROSSI 3 Starr Ridge Road, Ste 200 Brewster, NY 10509 Telephone: (845) 279-2986 Counsel for the Debtor: Amanda Medina, Esq. 524 Winchester Road Norfolk, CT 06058 Telephone: (914) 941-4485 E-mail: Abogado1@aol.com Lawrence M. Barrego sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-22902) on filed June 5, 2017. The Debtor tapped Amanda Medina, Esq., as counsel. LAWRENCE D. FROMELIUS: Galena Road Buying Lacon Property for $150K ------------------------------------------------------------------ Lawrence D. Fromelius asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of a parcel, approximately 12 acres, located at 812/814 State Street, Lacon, Marshall County, Illinois, with Parcel ID Numbers of 04-24-300-009, 04-24-252-001, and 04-24-252-002, to Galena Road Gravel, Inc. for $150,000. A hearing on the Motion is set for March 13, 2018, at 9:30 a.m. The Debtor's Third Amended Plan of Reorganization specifies that his real estate assets will remain in the bankruptcy estate so that they can be sold post-confirmation. The Plan contemplates an orderly sale of real estate to generate funds to pay the Anne Marie Barry Trust, among others. One of the parcels is the Lacon Property. Consistent with the Plan, the Debtor has been endeavoring to sell the Lacon Property, and, as such, received the Sale Agreement from the Purchaser. The Purchaser owns a business and land that is adjacent to the Lacon Property and has expressed interest in expanding its footprint to include the Lacon Property. The Sale Agreement contemplates that the Purchaser will have no more than a 60-day period to conduct due diligence on the Lacon Property, after which time the Debtor anticipates the sale will close. The sale will be free and clear of all interests, liens, claims and encumbrances of any kind or nature whatsoever. Also, the Debtor placed a value of $100,000 on the Lacon Property, and the Purchaser agreed to pay $150,000, with $5,000 as earnest money. Based upon his own knowledge of the Lacon Property and discussions with others, the Debtor believes the purchase price is fair and reasonable. The Anne Marie Barry Trust also has consented to the sale price. The Debtor will not receive any benefit from the sale other than the consideration being paid, which will be used to further implement his Plan. The Debtor respectfully asks that the Court enters an order authorizing him to enter into the Sale Agreement on shortened notice and, if appropriate, to consummate the sale of the Lacon Property to the Purchaser. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Lawrence_Fromelius_316_Sales.pdf The Purchaser: GALENA ROAD GARVEL, INC. 4520 Main Street, Suite 1500 Kansas City, MO 64111 Attn: Peter Powell E-mail: pep@phrholdings.com The Purchaser is represented by: Michael J. Adrian, Esq. LATHROP & GAGE LLP Pierre Laclede Center 7701 Forsyth Boulevard, Suite 500 Clayton, Missouri 63105 Telephone: (314) 613-2832 Facsimile: (314) 613-2801 E-mail: madrian@lathropgage.com About Lawrence Fromelius Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. The Debtor tapped William J. Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen, Esq., at FactorLaw, as counsel. L. Fromelius Investment Properties LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and Golden Marina Causeway LLC filed for relief under Chapter 11 (Bankr. N.D. Ill. Case No. 16-03587) on Feb. 5, 2016. Mr. Fromelius is the sole member of Investment Properties. He is also the sale member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. On Nov. 24, 2015, Lawrence Fromelius filed his initial plan of reorganization and on Dec. 1, 2016, Investment Properties filed its initial plan of reorganization. Both of the plans have been amended to incorporate changes requested by creditors, including the Ann Marie Barry Trust, which has filed a claim of approximately $6 million. Currently, the Debtors and the Ann Marie Barry Trust are negotiating the terms of a disclosure statement to accompany the plans. Golden Marina owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. On Aug. 8, 2017, the Court appointed At World Properties, LLC, as broker for the Debtor. On Oct. 3, 2017, the Court entered an order confirming the Debtor's Third Amended Plan of Reorganization dated Feb. 7, 2017, as amended May 12, 2017. LEVERETTE TILE: Cabinet Depot Buying All Assets for $370K --------------------------------------------------------- Leverette Tile, Inc., doing business as Leverette Home Design Center, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the bidding procedures in connection with the sale of substantially all assets to Cabinet Depot, LLC or its assigns for $369,338. The Debtor has determined that it can no longer operate as a going concern as it is not generating enough income to continue to operate and pay debt service in the normal course. On Dec. 20, 2017, it filed an Expedited Motion to Liquidate. On Jan. 10, 2018 and on Feb. 22, 2018, the Court held hearings on the Motion to Liquidate and granted the motion in part. The Court has scheduled a continued hearing on the Motion to Liquidate for March 22, 2018 at 2:00 p.m. The Debtor has secured a Buy and Sell Agreement for the sale of substantially all of its assets. The prospective purchaser is Cabinet Depot or its assigns, and consists of a total purchase price of $369,338, which is comprised of a cash component of $ $271,688 and an additional $97,650 in future payments under a payment plan for assumed liabilities of vehicle loans and unsecured creditors. Based on the Debtor's business judgment, the Cabinet Depot Purchase Agreement is fair and the highest and best offer received to date. It believes that its highest and best value will be generated through either an immediate sale to Cabinet Depot or an auction of essentially all of its assets. Subject to the conditions set forth elsewhere in the Motion, the Debtor asks authority to sell its Assets to Cabinet Depot pursuant to the terms of the Purchase Agreement. If another bidder timely submits a higher and better offer than the Debtor requests authority to sell to the Higher Bidder with the Cabinet Depot Purchase Agreement as a backup contract. As outlined, the Higher Bidder must adhere to the Court Authorized bid procedures in order to be eligible to bid. Through the Motion, the Debtor asks that the Court schedules a preliminary hearing to enter an order that, among other relief requested, establishes the bid procedures, establishes reasonable buyer protection and essentially sets forth the "ground rules" for the purchase of the Assets. Among other things, the Debtor will seek the following terms and conditions: a. "AS-IS": The Assets will be sold "As-Is" with no representations or warranties of any kind, except those relating to the Debtor's conveyance of good and marketable title, free and clear of liens, claims, and encumbrances. All liens and encumbrances will be transferred to the sale proceeds. b. The sale of the Assets will be subject to the same terms and conditions as the Purchase Agreement except as modified by Court Order. c. Deposit: At the time a bidder is determined to be eligible, the bidder will deposit with the Debtor's counsel a deposit of $10,000. The Deposit will be made payable to the Johnson Pope Bokor Ruppel & Burns, LLP and will then be held in an interest bearing, non-IOTA account by the Debtor's bankruptcy counsel. d. Breakup fees, bid increments etc.: The Debtor will seek reasonable and typical buyer protection and incentives which will be discussed at the preliminary hearing and incorporated into an Order. e. Closing: The closing of any sale of the Assets would occur not later than 30 days after the Court's entry of the Final Sale Order. The Debtor will be authorized to execute any releases and other documents necessary to clear title to the property where an interest-holder refuses to do so. f. Additional Terms: The sale of the Assets will be consummated by delivery to the purchaser of all appropriate and required closing documents in exchange for the balance of the Purchase Price, and will be on such additional terms as are typical of transactions of this type. Sale Proceeds will be net of closing costs, including filing fees, brokers' commissions, title insurance costs and attorneys' fees and expenses will be deducted first from the proceeds of the sale. Pursuant to the Purchase Agreement, the Debtor will also assume and/or assign to the Purchaser certain prepetition executory contracts to which the Debtor is a party and which have not yet been assumed by the Debtor in the case and certain contracts, leases and obligations entered into by the Debtor after the commencement of the case, which Contracts have been designated by the Purchaser in the Purchase Agreement. The Debtor's request that any lessor or other party to any Contract to be assumed and/or assigned to the Purchaser that objects to, and/or asserts any cure claims, defaults or any other claims against the Debtor in connection with, the proposed assumption and/or assignment must file on or before the Bid Deadline. If necessary, based upon liens and encumbrances, the Debtor asks that the Court finds that any court approved sale either to Cabinet Depot or by auction will determine the value of the Assets sold. The valuation will also determine the secured status of any liens or encumbrances. All proceeds will be deposited into a non-IOTA interest bearing trust account. The proposed sale is supported by sound business justifications. Absent a sale, the value of the business will decline. The sale will preserve jobs and spare the Debtor's employees and their families from the hardship and dislocation that will result if the Debtor is forced to cease its operations. Additionally, the Debtor asks that the Court fixes the time for objections to the proposed sale of the Assets in advance of the Final Sale Hearing pursuant to Fed.R.Bankr.P. 6004(b) or to such other time as the Court deems reasonable. Due to the exigent circumstances of the case, the fixing at this time of procedures for the sale of the Debtor's assets is essential and necessary. Certainly, the relief sought would be greater value if granted immediately. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Leverette_Tile_125_Sales.pdf The Purchaser: THE CABINET DEPOT LLC 420 Palisado Ave. Windsor, CT 06095 About Leverette Tile Leverette Tile, Inc., based in Hudson, Florida, is a kitchen and bath remodeling contractor and a granite countertop and cabinet fabricator. Leverette Tile filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07840) on Sept. 5, 2017. Brian Leverette, president, signed the petition. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. MACOM TECHNOLOGY: S&P Lowers CCR to 'B' on Operating Weakness ------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Lowell, Mass.-based MACOM Technology Solutions Holdings Inc. to 'B' from 'B+'. The outlook is stable. S&P said, "We also lowered the issue-level rating on the company's first-lien secured term loan to 'B' from 'B+'. The recovery rating remains '3', indicating our expectation of average (30%-50%; rounded estimate: 50%) recovery in the event of payment default." The downgrade on MACOM Technology Solutions follows the company's first quarter fiscal 2018 earnings results, which were sharply affected by weak demand from key Chinese communications infrastructure customers. Revenues declined 21% sequentially, following the previous quarter's 14% sequential decline, led by its telecom segment's revenue declines of 39% year over year. Adjusted EBITDA declined 63% from the prior quarter, to approximately $17 million, stemming mostly from product mix as high-margin product demand was pushed out, and higher research and development (R&D) spending--partly resulting from earlier-than-expected commercialization of generative adversarial networks (GaN) on Silicon wireless amplifier and L-PIC transceiver programs. The outlook on Lowell, Mass.-based high-performance optical, RF, and analog semiconductor products manufacturer MACOM Technology Solutions Inc. is stable, reflecting S&P Global Ratings' expectation that recovering optical networking component demand will support improvement of adjusted leverage to below 6x over the next 12 months. S&P said, "We could lower the rating if communications infrastructure spending fails to recover, or commercialization and adoption of critical growth technologies such as GaN on Silicon or L-PIC is further delayed, such that leverage becomes sustained above 6x. Alternatively, additional debt-financed acquisitions that would cause leverage to raise over 6x could potentially lead to a downgrade. "While unlikely over the next 12 months, we could consider an upgrade if telecommunications investment spending experiences a sustainable recovery and ASP's for optical networking components remain sufficiently stable to support a rebound in MACOM's telecom and datacenter businesses such that leverage subsides and remains below 4x." MANITOWOC COMPANY: Moody's Hikes CFR to B3; Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded the ratings of The Manitowoc Company, Inc. (Manitowoc), with the Corporate Family Rating (CFR) to B3 from Caa1 and the second lien notes initially issued at MTW Cranes Escrow Corp to B3 from Caa1, and Probability of Default Rating (PDR) to B3-PD from Caa1-PD. The company's Speculative Grade Liquidity (SGL) rating was affirmed at SGL-3. The rating outlook is stable. RATINGS RATIONALE The upgrade of Manitowoc's ratings reflects expectations of improving credit metrics, with debt to EBITDA of 5.4 times and EBITA to interest of 0.8 times in 2017 compared to 10.2 times and -0.2 times in 2016 (on a Moody's adjusted basis), respectively. Manitowoc's revenue is expected to grow in 2018 following multiple years of contraction, as many of the company's key end markets for heavy duty cranes have improved. Revenue growth is supported by strong orders and backlog results in Q4 2017, both of which increased by over 70% compared to Q4 2016. The company has offered new products which accounted for more than 40% of Q4 2017 revenue. The EBITA margin grew to 2.7% in 2017 from a loss in 2016 (on a Moody's adjusted basis), and Moody's expects continuing margin expansion in 2018 as a result of plant consolidation and headcount reduction. However, significant margin expansion will remain slow to materialize until plant utilization levels improve materially. The expected margin expansion excludes the effect of a possible 25% tariff on steel imported to the US, although such a tariff is unlikely to hurt Manitowoc's market share as its domestic competitors are likely to be affected similarly. With better profitability and initiatives that allow capital expenditures to be cut, free cash flow should improve over time although stay negative in 2018 because of working capital build up. The stable rating outlook reflects expectations for earnings growth and earnings driven de-leveraging going forward, which are supported by Manitowoc's commitment to further reduce costs and improve margins. The recent surge in new orders and backlog provides good revenue visibility in 2018. The stable outlook also incorporates the view that the proposed 25% tariff on steel will not materially impact Manitowoc's operations. The SGL-3 liquidity rating reflects expectations for adequate liquidity. In 2017 Manitowoc generated $49 million of free cash flow, largely attributable to inventory conversion and other working capital improvements. However, Moody's expects negative free cash flow in 2018 due to an increase in working capital requirement. Nevertheless, Moody's expect that the $119 million of cash holdings at year-end 2017, together with good availability under its $225 million ABL revolving credit facility due 2021 to support the company's liquidity needs through the next twelve months. The ABL facility is subject to a springing financial maintenance covenant of 1 times fixed charge ratio test. The ratings could be downgraded if debt to EBITDA is expected to increase to over 6.25 times or if EBITDA to Interest is expected to remain under 1.0 times for 4 quarters. Continued deterioration in the company's liquidity, especially restricted access to its ABL facility such as a covenant becomes effective, would also contribute to a downgrade. The ratings could be upgraded if debt to EBITDA is expected to be in the low 5 times range and trending lower, and EBITDA coverage of interest of over 2.0 times and deemed to be on an improving trajectory. A meaningful and sustained improvement in crane sales and margins, along with strong working capital management, would also be supportive of positive ratings action. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. The Manitowoc Company, Inc., headquartered in Milwaukee, WI, is a leading provider of engineered lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. The company has three reportable segments based on region, the Americas, Europe and Africa and Middle East and Asia Pacific. Manitowoc's 2017 total combined revenues were approximately $1.6 billion. The following summarizes rating action: Moody's upgraded the following ratings: Issuer: Manitowoc Company, Inc. (The) Corporate Family Rating, B3 from Caa1; Probability of Default Rating, B3-PD from Caa1-PD; Senior Secured Regular Bond/Debenture, B3 (LGD3) from Caa1 (LGD4). Moody's affirmed the following ratings: Issuer: Manitowoc Company, Inc. (The) Speculative Grade Liquidity Rating, SGL-3. Outlook: Issuer: Manitowoc Company, Inc. (The) The rating outlook is stable. MCDERMOTT INT'L: S&P Rates $2.15BB Term Loan Due 2025 'BB-' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to McDermott International Inc.'s proposed senior secured $2.15 billion term loan due 2025 co-issued by McDermott Technology (Americas) Inc., McDermott Technology (US) Inc., and McDermott Technology B.V. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; rounded estimate: 75%) of principal in the event of a payment default. S&P said, "At the same time, we assigned our 'B-' issue-level ratings and '6' recovery ratings to the company's proposed $950 million senior unsecured notes due 2024 and $550 million senior unsecured notes due 2026, co-issued by McDermott Technology (Americas) Inc. and McDermott Technology (US) Inc. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a payment default." In December 2017, McDermott announced an agreement to combine with energy industry infrastructure and technology provider, Chicago Bridge & Iron Company N.V. (CB&I) in an all-stock transaction. McDermott plans to use proceeds from the proposed term loan and notes to refinance the existing debt at CB&I, its own existing debt, and synthetic letter of credit facility, as well as to pay transaction fees and expenses. McDermott expects the transaction will close in the second quarter of 2018. S&P said, "We expect to affirm our 'B+' corporate credit rating on McDermott and remove it from CreditWatch once the transaction closes. We expect pro forma credit measures to deteriorate from current levels, with 2018 adjusted debt to EBITDA around 5x and free operating cash flow (FOCF)-to-adjusted debt in the low-single-digit percent range. However, we believe this is offset by the improvement in the company's business risk, as the planned transaction would increase the company's scale and provide additional diversity, as a vertically integrated onshore-offshore provider with broader capabilities." Issue Ratings--Recovery Analysis Key analytical factors -- S&P assigned its 'BB-' issue-level rating and '2' recovery rating to the company's proposed senior secured term loan. S&P also assigned its 'B-' issue-level rating and '6' recovery rating to the company's proposed unsecured notes." -- S&P's simulated default scenario contemplates a default following a period of slowdown in the oil and gas exploration services along with a significant loss-making contract in the company's portfolio. -- S&P believes McDermott would most likely file for reorganization in the U.S. and emerge as a going concern. -- S&P assumes the proposed letter of credit (LOC) facility is 50% drawn in its default scenario. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $610 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% admin. exp.): $2.9 billion -- Collateral value available to first lien debt: $2.8 billion -- Secured first-lien debt claims: $3.69 billion --Recovery expectations: 70%-90% (rounded estimate: 75%) -- Collateral value available to senior unsecured claims: $0 -- Senior unsecured claims: $2.452 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Ratings List McDermott International Inc. Corporate Credit Rating B+/Watch Neg/-- New Ratings McDermott Technology (Americas) Inc. McDermott Technology (US) Inc. McDermott Technology B.V. Senior Secured $2.15 bil term ln due 2025 BB- Recovery Rating 2(75%) McDermott Technology (Americas) Inc. McDermott Technology (US) Inc. Senior Unsecured $950 mil sr nts due 2024 B- Recovery Rating 6(0%) $550 mil sr nts due 2026 B- Recovery Rating 6(0%) MCDERMOTT TECHNOLOGY: Moody's Assigns Ba3 CFR; Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a Ba3 corporate family rating and a Ba3-PD probability of default rating to McDermott Technology (Americas), Inc. (McDermott). Concurrently, Moody's assigned Ba2 ratings to the company's proposed senior secured credit facilities, including a $1.0 billion revolving credit facility and a $2.15 billion term loan, and a B2 rating to the proposed $1.5 billion of senior unsecured notes. Moody's also assigned a speculative grade liquidity rating of SGL-2. The rating outlook is stable. The ratings have been assigned pending final legal documentation for these borrowings and the completion of the combination of McDermott International Inc.with Chicago Bridge & Iron Company N.V. (CB&I). The ratings for McDermott International, Inc. remain under review for upgrade and will be withdrawn after the merger with CB&I is completed. "McDermott's ratings reflect the upside earnings potential and the size and diversification benefits it will gain from the combination with CB&I, while also acknowledging the risks related to merging two sizeable organizations, especially considering the recent performance issues at CB&I" said Michael Corelli, Moody's Vice President -- Senior Credit Officer and lead analyst for McDermott Technology (Americas), Inc. Assignments: Issuer: McDermott Technology (Americas), Inc. -- Probability of Default Rating, Assigned Ba3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned Ba3 -- Gtd Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD3) -- Senior Unsecured Regular Bonds/Debentures, Assigned B2(LGD5) Outlook Actions: Issuer: McDermott Technology (Americas), Inc. -- Outlook, Assigned Stable RATINGS RATIONALE McDermott and CB&I (unrated) have agreed to combine in an all-stock transaction, which has been approved by the Boards of both companies and is expected to be completed in the second quarter of 2018. It remains subject to certain foreign regulatory approvals, approval by McDermott's and CB&I's shareholders and other customary closing conditions. Upon completion of the transaction, McDermott shareholders will own approximately 53% of the combined company and CB&I shareholders will own approximately 47%. The estimated enterprise value of the transaction is about $7 billion based on the closing share price of McDermott on March 5, 2018. The pro forma metrics of the combined companies will be weaker than McDermott on a standalone basis, but still supportive of the assigned Ba3 corporate family rating. McDermott announced its intention to raise about $3.7 billion in debt to fund the redemption of existing debt, pay transaction fees and support its working capital and letters of credit requirements. Moody's estimates the combined adjusted leverage ratio (debt/EBITDA) will be in the range of 4.0x-5.0x and the interest coverage ratio (EBITA/Interest Expense) around 2.0x-2.7x assuming adjusted EBITDA of $800 million - $1.0 billion in 2018. McDermott's rating also reflects the significantly larger scale, broader geographic, end market and customer diversity and expanded technical capabilities the company will gain from the combination with CB&I. The combined company will have revenues of almost $10 billion and a backlog of $15.3 billion versus $3 billion in revenues and a backlog of only $3.9 billion for McDermott as a standalone entity. The companies also anticipate ample cross selling opportunities with existing customers and potential cost synergies of at least $250 million. The rating is constrained by the recent performance issues at CB&I and the risk they will continue in the future, as well as the high exposure to fixed price contracts. It also reflects the risks related to the integration of two sizeable and independent companies serving different end markets. These risks are somewhat tempered by McDermott's successful track record of bidding and executing on fixed price contracts, strengthening customer relationships and Moody's has assigned a speculative grade liquidity rating of SGL-2 since controlling and reducing costs under its current management team over the past four years. Moody's has assigned a speculative grade liquidity rating of SGL-2 since McDermott is expected to have good pro forma liquidity consisting of a sizeable cash balance and full availability on its $1 billion revolving credit facility. Its liquidity could strengthen in 2018 if it is able to temper the performance issues and reduce the working capital investments at CB&I, since McDermott is expected to generate positive free cash flow on a standalone basis in 2018. The stable outlook presumes the company will produce annualized adjusted EBITDA in the range of $800 million - $1.0 billion over the next 12 to 18 months and result in credit metrics that are appropriate for the Ba3 rating. The ratings are not likely to experience upward pressure in the short term considering the uncertainties around the integration of the two organizations and demonstrating a materially improved operating performance at the legacy CB&I operations. However, an upgrade is possible if the company successfully integrates CB&I and reduces its leverage ratio to below 3.5x and raises its interest coverage ratio above 3.5x. Negative rating pressure could develop if weaker than expected operating results and cash flow result in the leverage ratio being sustained above 5.0x or the interest coverage ratio below 2.25x. A significant reduction in borrowing availability or liquidity could also result in a downgrade. McDermott Technology (Americas), Inc., is an operating subsidiary of McDermott International, Inc. McDermott is a full-service integrated engineering and construction company that provides engineering, procurement, construction and installation (EPCI) and module fabrication services exclusively to the upstream offshore oil & gas sector. Its customers include national, major integrated and other oil and gas companies. During the twelve months ended December 31, 2017 the company reported revenues of $3.0 billion and had a backlog of $3.9 billion, with about 58% of the backlog in The Middle East (MEA), 30% in the Americas, Europe and Africa (AEA) and 12% in Asia (ASA). McDermott has entered into an agreement to merge with Chicago Bridge & Iron Company N.V. (CB&I), which provides conceptual design, engineering, procurement, fabrication, modularization, construction, commissioning and technology services to customers in the energy infrastructure market. It generated revenues of $6.7 billion during the twelve months ended December 31, 2017 and had a backlog of $11.4 billion, with approximately 70% of the backlog in the United States. MCHYL ENTERPRISES: Seeks Authority to Use Cash Collateral --------------------------------------------------------- MCHYL Enterprises, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration in this Chapter 11 case for the duration of the chapter 11 case. In order for the Debtor to remain in business, it is imperative that it have the use of the cash collateral. The Debtor says that it must have access to and authorization to use cash collateral which is necessary to avoid immediate and irreparable harm to the Debtor's estate. The cash collateral will be used to maintain business operations and preserve value of the estate. Among other things, the Debtor proposes to use Cash Collateral in accordance with the Budget for payment of necessary owner/operators, employees, supplies, and ordinary business expenses related to its operations. The proposed 6-month Budget provides total expenses of approximately $1,092,795 covering the months of March through August 2018. The Debtor believes that these creditors may claim blanket liens against its assets: American Express Bank, FSB, which asserts claim in the amount of $85,000; First Home Bank, which asserts claim in the amount of $300,000; Synovus Bank, which asserts claim in the amount of $98,000; Regents Capital Corporation, which asserts claim in the amount of $5,500; and First Corporate Solutions (collectively, the "Secured Creditors"). In addition, the following creditors hold first position liens on specific assets of the Debtor: Geneva Capital, LLC holds a claim in the amount of $10,000; Xerox Corporation holds a claim in the amount of $800,000; Audi Financial Services holds a claim in the amount of $17,500; and Lincoln Automotive Financial holds a claim in the amount of $5,300. The Debtor estimates that the collective claims of the Secured Creditors are secured by $145,629.55 after deducting the first position liens on the Geneva, Xerox, Audi and Lincoln Collateral. The Secured Creditor Assets includes $34,269.55 in accounts receivables which are less than ninety days old and the Debtor expects to collect. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditors the following: (a) Post-petition replacement liens on the Secured Creditor Assets to the same extent, validity and priority as existed pre-petition; (b) The right to inspect the Secured Creditor Assets; and (c) Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-01594-5.pdf About MCHYL Enterprises MCHYL Enterprises, Inc., is a privately held company in Odessa, Florida that provides printing and related support activities. MCHYL Enterprises filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.), on March 1, 2018. In the petition signed by Thomas A. McLaren, president/CEO, the Debtor disclosed $425,929 in total assets and $1,550,000 in total liabilities. Buddy D Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford, P.A., serve as the Debtor's counsel. MEI DEVELOPMENT: June 21 Chapter 727 Claims Bar Date Set -------------------------------------------------------- A petition commencing an Assignment for the Benefit of Creditors, pursuant to Chapter 727, Florida Statutes, was made by MEI Development Corporation and The MEI Healthcare Group, LLC, as Assignor, on February 21, 2018, to Philip J. Von Kahle of Michael Moecker & Associates, Inc., as Assignee. The Assigner is headquartered at 11772 West Sample Road, Coral Springs, Florida 33065. The Assignee has offices at 1883 Marina Mile Blvd., Suite 106, Fort Lauderdale, Florida, 33315. Pursuant to Section 727.105, Fla, Stat., no proceeding may be commenced against Assignee except as provided in Chapter 727, and excepting the case of a consensual lien holder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, in the possession, custody or control of Assignee. To receive any distribution in this proceeding, interested parties must file on or before June 21, 2018, a proof of claim with: Philip J. Von Kahle, Assignee MICHAEL MOECKER & ASSOCIATES, INC. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, Florida , 33315 The cases are MEI DEVELOPMENT CORPORATION, THE MEI HEALTHCARE GROUP, LLC, Case Nos. CACE-18-004050 (25), and CACE-18-004030 (12), in the CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA COMPLEX BUSINESS AND TORT DIVISION. MIAMI INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Miami International Medical Center, LLC dba The Miami Medical Center 5959 NW 7 St Miami, FL 33126 Type of Business: The Miami Medical Center is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The Hospital temporarily suspended all health care services effective Oct. 30, 2017. V http://www.miamimedicalcenter.com/ Chapter 11 Petition Date: March 9, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 18-12741 Judge: Hon. Laurel M Isicoff Debtor's Counsel: Peter D. Russin, Esq. MELAND RUSSIN & BUDWICK, P.A. 200 S Biscayne Blvd. #3200 Miami, FL 33131 Tel: (305) 358-6363 Fax: (305) 358-1221 E-mail: prussin@melandrussin.com Debtor's Claims Agent: TRUSTEE SERVICES, INC. Total Assets: $21.39 million Total Liabilities: $67.27 million The petition was signed by Jeffrey Mason, chief administrative officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-12741.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Akerman LLP Professional $285,945 350 East Las Olas Blvd. Services Ste 1600 Fort Lauderdale, FL 33301 Aramark Healthcare Services $1,442,889 Support Services, LLC Provided c/o Jonathan L. Swichar, Esq. Duane Morris LLP 30 S 17 St Philadelphia, PA 19103-4196 Arthrex Medical Supplies $407,580 1370 Creekside Blvd Purchased Naples, FL 34108 Cardinal Health Medical Supplies $1,211,985 Medical Products & Serv Purchased PO Box 905867 Charlotte, NC 28290-5867 Daniel T Alfonso MD Convertible $227,611 12401 Pine Needle Ln Notes Miami, FL 33156 Florida Department of Revenue Sales and Use $187,321 5050 W Tennessee St Tax Tallahassee, FL 32399 Johnson and Medical Supplies $246,261 Johnson Healthcare Purchased PO Box 406663 Atlanta, GA 30384 LDR Medical Supplies $346,375 13785 Research Blvd, Ste 200 Purchased Austin, TX 78750 Lifecell Corporation Medical Supplies $309,091 One Millennium Way Purchased Somerville, NJ 08876 Miami Anesthesia Services $802,608 Services LLC Provided 3716 NE 208 Ter Miami, FL 33180 Molina Inpatient Services $145,800 Service Inc Provided 151 N Nob Hill Rd, Ste 306 Fort Lauderdale, FL 33324 nThrive Inc Services $200,000 PO Box 733492 Provided Dallas, TX 75373-3492 Nuvasive Medical Supplies $481,556 7475 Lusk Blvd Purchased San Diego, CA 92121 OHL-Arellano Final Award $1,459,886 Construction in Arbitration Company 7051 SW 12 St Miami, FL 33144 One Blood Inc Services $158,422 8869 Commodity Cir Provided Orlando, FL 32819 Roberto A. Miki, MD Convertible $227,611 6301 SW 110 St Notes Pinecrest, FL 33156 Specialty Care, Inc. Services $237,358 Dept 1614 Provided PO Box 11407 Birmingham, AL 35246-1614 Stryker Instruments Medical Supplies $162,024 4100 E Milham Ave purchased Kalamazoo, MI 49001 Stryker Orthopedics Medical Supplies $187,584 325 Corporate Dr purchased Mahwah, NJ 07430 Univ of Miami Miller Services $493,888 UMDC Dept of Provided Pathology PO Box 405776 Atlanta, GA 30384 MICHAEL KALFUS: Corteses Buying Boonton Property for $849K ---------------------------------------------------------- Michael and Robin Kalfus ask the U.S. Bankruptcy Court for the sale of the real property they jointly owned located at 68 Hillcrest Road, Boonton Township, New Jersey to John and Margaret Cortese for $849,000, subject to higher or better offers. A hearing on the Motion is set for March 27, 2018 at 10:00 a.m. The Debtors’' case was commenced on the eve of a foreclosure sale concerning the Property. Prior to the Petition Date, they listed the Property for sale and retained Keller Williams-Metropolitan to assist with the sale of the Property. The Property is a single family contemporary home and was marketed on more than two-hundred websites. It was originally listed for $1.1 million with a previous realtor, but was subsequently reduced to $889,000 following the retention of Keller Williams in September 2017. Since September 2017, the listing price was lowered once, and the realtor held five public open houses and one realtor broker open house. It was shown to approximately 25 qualified buyers. Following a three-month period, the Debtor received three offers. The first offer was for $820,000 which was contingent on the sale of another property. The second offer was for $820,000 which was contingent on the sale of another property. The third, which is the current offer, was for $849,000. Subject to Court authorization, the Debtors have entered into a Purchase Agreement of Sale for Real Estate to purchase the Property for a purchase price of $849,000 with the Purchasers free and clear of any and all liens, claims or interests. The Purchase Agreement and the sale to the Purchaser are contingent upon and subject to the Court's approval. The pertinent terms of the Purchase Agreement are: a. The Purchase Agreement provides for a $849,000 purchase price with no initial deposit and an additional deposit of $30,000 due two weeks from the contract date. b. The closing is anticipated to occur within 30 days of Bankruptcy Court approval. c. The performance of Purchaser is contingent on obtaining of a mortgage commitment in the amount of $676,720. The balance of the purchase will be due at closing. d. All representations made by the Seller in the Purchase Agreement, any riders or addenda to the Purchase Agreement, and any attorney review letters are made to the best of the Seller's knowledge, information and belief and will not survive closing of title. The Seller specifically makes no representations regarding the Property which pertain to any time prior to Seller's ownership of the Property. e. The Seller assumes risk of loss or damage to the subject premises by fire or otherwise until closing. In case the premises should suffer damage beyond normal wear and tear, the Seller will repair or agree to provide at closing an agreed upon amount of a credit for said damage prior to closing. In the case where the cost of repairs exceeds 10% of the purchase price, the parties may attempt to negotiate a resolution and if one cannot be made, either party may cancel the Purchase Agreement and all deposit monies will be returned. f. All waivers must be in writing. Any deposit monies paid by or on behalf of Buyer will be refunded in full to Buyer should either party declare the Purchase Agreement null and void in conformity with the Purchase Agreement. In the event one of the parties to this agreement will default, the other party will have such remedies as may be provided by law and equity. g. The Purchase Agreement will be construed, interpreted and enforced pursuant to the laws of the State of New Jersey. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Michael_Kalfus_12_Sales.pdf The Property may be encumbered by certain other liens as set forth in detail in the title report. Liens that may encumber the Property include: (a) any and all unpaid property taxes in amount of $4,104; (b) mortgage lien owed to Haven Savings Bank in the amount of $655,862; (b) mortgage lien owed to First Constitution Bank in the amount of $32,907; (d) the IRS secured lien, in the amount $86,113; (e) judgments docketed with the Superior Court of New Jersey: (i) Lakeland Bank – Judgment No.: J-001873-2017 - $23,478; (ii) Division of Taxation – Judgment No.: DJ-05891-2017 - $47,361; (iii) Albert Kenney – Judgment No.: DJ-104305-2017 - $50,000; (iv) Dixon Bros – Judgment No.: DJ-135900-2017 - $7,771; and (v) Albert Kenney – Judgment No.: CV-001059-2012 - $50,000. The Debtors respectfully ask that the Realtor and real estate counsel be paid from the proceeds without separate application, and further asks that the Debtors; the counsel reserve in escrow $25,000 from the sale proceeds, subject to approval of the counsel's fee application. The Debtors assert that given the goal by the parties in this case to sell the Property and bring the case to conclusion in the short term, there is cause to waive the stay and the Debtors ask that upon approval of the sale, the 14-day period pursuant to Rule 6004(h) be waived by the Court. Proposed Counsel for Debtors: Guillermo J. Gonzalez, Esq. SCURA,WIGFIELD, HEYER, STEVENS&CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, New Jersey 07470 Telephone: (973) 696-8391 Michael Kalfus and Robin Kalfus sought Chapter 11 protection (Bankr. D.N.J. Case No. 18-13396) on Feb. 22, 2018. The Debtors tapped John J. Scura, III, Esq., at Scura, Heyer & Stevens, LLP, as counsel. MICHAEL LEVITZ: Proposes Sale of Seattle Vacant Parcel for $600K ---------------------------------------------------------------- Michael D. Levitz asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of a vacant parcel located at 305 Erie Avenue, Seattle, Washington, King County tax parcel number 982920-0390, to Dean I. Yonev and Ralitsa G. Mandeva and/or assigns for $600,000. A hearing on the Motion is set for March 23, 2018 at 9:30 a.m. The objection deadline is March 16, 2018. Mr. Levitz resides at 3718 E. Alder Street, Seattle, Washington, which has the King County tax parcel number 982920-0385. Immediately adjoining this lot is the Vacant Parcel. The legal description for the Vacant Parcel is included in the title report attached to the accompanying declaration of realtor Sandy Eagon. As detailed on the accompanying declaration of Michael Levitz, originally the Residence and the Vacant Parcel were one parcel. This was the case when Chevy Chase Bank issued its loan in 2004, as evidenced by the fact that its deed of trust includes only the tax parcel number for the Residence. In the intervening years, Mr. Levtiz undertook efforts to split his land into two parcels to increase the value, including demolishing a carport structure in 2009 that stood on the Vacant Parcel, grading of the Vacant Parcel, and applying to split the Vacant Parcel into its own lot. Mr. Levitz hired realtor Sandy Eagon to list the Vacant Parcel for sale and also to conduct market analyses of the two properties. As set forth on those market analyses, his actions along with the recent growth in the real estate market have led to an increase in the total value of the two lots to approximately $1.275 million. The details of the offers that have been received as a result of listing the Vacant Parcel are set forth in detail on the accompanying declaration of Sandy Eagon. The highest offer was for $625,000, and based on that fact, plus the fact that it appears to be from strong buyers, the Debtor believes this is the superior offer. As detailed on Mr. Levitz's declaration, he had previously found an interested buyer, JRM Builders, LLC, and a purchase and sale agreement had been entered into in January of 2015 for $515,000. Unfortunately that sale was never able to close because the lender at that time would not agree to sale of one of the parcels due to the fact that a foreclosure sale was pending imminently. For some time the parties had hoped that that sale would be able to close eventually, and so Mr. Levitz never returned the earnest money that he received in the amount of $35,000. On that basis, JRM Builders has now filed a proof of claim in the bankruptcy case for $35,000. Mr. Levitz would otherwise move forward with closing the sale with this original buyer, but the value of the Vacant Parcel has increased in the three years since that offer was made, such that it no longer represents the fair market value and is therefore not in the best interest of the estate. There are several judgment liens against the property in favor of the Debtor's ex-wife, Inesa Levitz. Mr. Levitz believes that these are paid in full and will seek to file satisfactions of judgment. The title report also indicates a junior deed of trust in favor of Ruth Moen. The Debtor questions whether funds are still owed to Ruth Moen, based upon the declaration received by the Debtor from his ex-wife, Inesa Levitz, that the balance owed on attorney fees has already been paid. In any event, the senior deed of trust purportedly held by U.S. Bank National Association as trustee for Chevy Chase Funding, LLC mortgage backed certificates series 2005-1, claims it is owed $969,000, an amount which far exceeds the proposed sale price. Therefore, any claims by Inesa Levitz or Ruth Moen are unsecured. In this case, the senior deed of trust clearly exceeds the value of the Vacant Parcel (even with Mr. Levitz's asserted claims against the lender), leaving no equity for Ms. Levitz' or Ruth Moen's liens to attach to. By selling the Vacant Parcel, the Debtor will create equity in his retained residence, giving him a homestead exemption and possibly equity for junior secured claims, which would otherwise be left unsecured without the sale of the Vacant Parcel. Sale of the Vacant Parcel is also consistent with Mr. Levitz's available remedies as a Chapter 11 DIP. The Debtor asks a sale free and clear of liens to the Buyers for $600,000, with $25,000 as earnest money. He would propose that any amount remaining from sale after payment of normal closing costs be held by escrow, the trust account of his counsel, or some other designated account pending further order of the Court. He has proposed the holdback in order not to delay sale and thereby avoid loss of value in the property to foreclosure and/or increasing mortgage liens. The Debtor notes that the sale proceeds by themselves, and without any deduction from the amount owed on the first deed of trust for his several claims against the lender, will more than pay the accumulated arrears and bring the note current. The equity created by the sale in the Debtor's remaining residence for both the debtor and his creditors will not be lost due to the threatened foreclosure. As detailed in the amended complaint filed in Mr. Levitz's related adversary case, case number 18-01000, he has raised several claims against the lender which he believes will reduce the amount owing on the loan. Therefore it is appropriate for the sale proceeds to be held until those calculations have been determined by the Court. Likewise, he believes there is a dispute with Ms. Moen as to whether she is owed any funds. He would like to investigate further and present evidence to the Court. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Michael_Levitz_36_Sales.pdf The Purchasers: Dean I. Yonev and Ralitsa G. Mandeva 4217 32nd Ave. West Seattle, WA 98199 E-mail: dyonev0963@gmail.com Michael Dean Levitz sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 16-15200) on Nov. 30, 2017. Counsel for the Debtor: Jeffrey B. Wells, Esq. WELLS AND JARVIS, P.S. 502 Logan Building 500 Union Street Seattle, WA 98101-2332 Telephone: (206) 624-0088 Facsimile: (206) 624-0086 MILDRED DELI: Bankr. Court Allows FLSA Litigation to Proceed ------------------------------------------------------------ A motion for relief from the automatic stay for a Fair Labor Standards Act litigation pending in the U.S. District Court for the Southern District of New York was filed against Mildred Deli Grocery, Inc., and non-debtors Colombia Nunez and Aurelia Medina. The motion was filed on Jan. 29, 2018, by the plaintiffs in the FLSA Litigation, comprised of Jesus Tecun, Manuel Cipriano Mejia, Concepcion Sanchez Alonso, Cristina Gatica Luna, Lauro Garzon Valencia, Miriam Pinos Buendia and all other similarly situated employees and former employees of the defendants. The Debtor filed an opposition to the motion. Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York granted the motion effective 60 days from the date of this Opinion. The Bankruptcy Code imposes an automatic stay of nearly all litigation against the debtor. But a party in interest can seek relief from this automatic stay "for cause." The Bankruptcy Code does not define the phrase "for cause," and in determining whether "cause" exists to lift the stay for prepetition litigation, courts consider the Sonnax Factors: * whether relief would result in a partial or complete resolution of the issues, * the lack of any connection with or interference with the bankruptcy case, * whether the other proceeding involves the debtor as a fiduciary, * whether a specialized tribunal with the necessary expertise has been established to hear the cause of action, * whether the debtor's insurer has assumed full responsibility for defending the action, * whether the action primarily involves third parties, * whether litigation in another forum would prejudice the interests of other creditors, * whether the judgment claim arising from the other action is subject to equitable subordination, * whether movant's success in the other proceeding would result in a judicial lien avoidable by the debtor, * the interests of judicial economy and the expeditious and economical resolution of litigation, * whether the parties are ready for trial in the other proceeding, and * the impact of the stay on the parties and the balance of harms. The Movants have established sufficient cause to lift the automatic stay. While the automatic stay generally affords the debtor breathing room essential for the debtor to make a fresh start and assure creditors receive equitable distribution of the debtor's assets, the facts here weigh in favor of granting relief from the stay. The pending FLSA Litigation raises serious issues concerning the Debtor and the Non-Debtor Defendants. The case was trial ready when the bankruptcy case was filed. Permitting the trial to proceed will allow the amount of the claim, if any, against the Debtor to be fixed. The Movants may not take any action to recover any judgment from the Debtor if they are successful in the pending litigation; recovery on any judgment will have to await completion or dismissal of the Debtor's bankruptcy case. The Court will, however, delay the effectiveness of the Order lifting the stay for 60 days, to allow the Debtor to either resolve the case by proposed settlement, or prepare to defend the case at trial. Scheduling of the trial is obviously for the District Court to decide. The Court concludes that Sonnax Factors 2, 4, and 10, in particular, tip the scale in favor of permitting the FLSA Litigation to proceed. A full-text copy of Judge Glenn's Memorandum Opinion dated Feb. 28, 2018 is available at: http://bankrupt.com/misc/nysb18-10077-19.pdf Attorneys for FLSA Creditors: Joshua S. Androphy, Esq. MICHAEL FAILLACE & ASSOC., P.C. 60 East 42nd Street, Suite 4510 New York, NY 10165 JAndrophy@Faillacelaw.com Attorney for Debtor Mildred Deli Grocery, Inc.: Julio E. Portilla, Esq. LAW OFFICES JULIO E. PORTILLA, P.C. 555 Fifth Avenue, 17th Floor New York, NY 10017 Mildred Deli Grocery, Inc. filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 18-10077) on Jan. 10, 2018, and is represented by Julio E. Portilla, Esq. of the Law Office of Julio E. Portilla, P.C. MOBILE DIAGNOSTIC: May 19 Chapter 727 Claims Bar Date Set --------------------------------------------------------- A Petition was filed on Jan. 19, 2018, commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, by Mobile Diagnostic Imaging, Inc., d/b/a MDI Wellness Solutions, as Assignor, to Kenneth A. Welt, Assignee. MDI has its principal place of business at 12555 Orange Drive, Suite 101, Davie, Florida 33330. Pursuant to Section 727.105, Fla. Stat., no proceeding may be commenced against the Assignee except as provided in Chapter 727, and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, interested parties must file on or before May 19, 2018, a proof of claim with: Kenneth A. Welt, as Assignee 8201 Peters Road, #1000 Plantation, Florida 33324 Attorneys for Assignee: BRETT D. LIEBERMAN, Esq. THOMAS M. MESSANA, Esq. MESSA NA, P.A. 401 East Las Olas Boulevard, Suite 1400 Fort Lauderdale, FL 33301 Telephone: (954) 712-7400 Facsimile: (954) 712-7401 Email: blieberman@messana-law.com The case is, In re: ASSIGNMENT FOR THE BENEFIT OF CREDITORS OF MOBILE DIAGNOSTIC IMAGING, INC. d/b/a MDI WELLNESS SOLUTIONS, Assignor, TO: KENNETH A. WELT, Assignee, Case No. CACE 18-001581, IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA. NEXT LISTING: Given Until Aug. 1 to File Plan of Reorganization --------------------------------------------------------------- Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas has extended, at the behest of Next Listing, LLC and Robert Allen Alcozer, the exclusivity to file their chapter 11 plan of reorganization. The Debtor's current exclusivity ends April 30, 2018. Hurricane Harvey and 8 weeks of rain have slowed down the recovery process in this chapter 11 bankruptcy proceeding. The Debtor said that April 30, 2018, is too soon for the Debtor, as well as the creditors to determine how well the Debtor will recover, and it would be in the best interest of the creditors. The Debtor believed that Aug. 1, 2018 is a more reasonable deadline for filing the plan of reorganization. About Next Listing A real estate marketing company, Next Listing, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-36042) on Oct. 31, 2017, estimating under $1 million in assets and liabilities. The petition was signed by Robert A. Alcozer, managing member. Margaret M. McClure, Attorney at Law, serves as counsel to the Debtor. OREXIGEN THERAPEUTICS: Case Summary & 30 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Orexigen Therapeutics, Inc. 3344 N. Torrey Pines Court, Suite 200 La Jolla, CA 92037 Type of Business: Orexigen Therapeutics, Inc., based in La Jolla, California, is a biopharmaceutical company focused on the treatment of weight loss and obesity. The company's mission is to help improve the health and lives of patients struggling to lose weight. Orexigen's first product, Contrave (naltrexone HCl and bupropion HCl extended release), was approved in the U.S. in September 2014. In the European Union, the medicine has been approved under the brand name Mysimba (naltrexone HCl/bupropion HCl prolonged release). Orexigen is undertaking a range of development and commercialization activities, both on its own and with strategic partners, to bring Contrave/Mysimba to patients around the world. Orexigen is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The Company has 111 employees in the U.S. http://www.orexigen.com/ Chapter 11 Petition Date: March 12, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 18-10518 Judge: Hon. Kevin Gross Debtor's General Bankruptcy Counsel: Christopher R. Donoho, III, Esq. Christopher R. Bryant, Esq. John D. Beck, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Tel: (212) 918-3000 Fax: (212) 918-3100 Email: Chris.Donoho@hoganlovells.com christopher.bryant@hoganlovells.com john.beck@hoganlovells.com Debtor's Delaware Bankruptcy Counsel: Robert J. Dehney, Esq. Andrew R. Remming, Esq. Jose F. Bibiloni, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N Market Street, 16th Floor PO Box 1347 Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: rdehney@mnat.com aremming@mnat.com jbibiloni@mnat.com Debtor's Financial Advisor: ERNST AND YOUNG LLP Debtor's Investment Banker: PERELLA WEINBERG PARTNERS Debtor's Notice, Claims & Balloting Agent: KURTZMAN CARSON CONSULTANTS LLC Orexigen Claims Processing Center c/o KCC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (888) 830-4646 Total Assets as of Nov. 30, 2017: $265,100,000 Total Debts as of Nov. 30, 2017: $226,400,000 The petition was signed by Michael A. Narachi, president and chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb18-10518.pdf List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ US Bank National Association Indenture Trustee $38,942,000 60 Livingston Avenue to 2.75% Convertible St. Paul, MN 55107 Exchange Senior Rick Prokosch Notes Due 2020 Tel: (651) 466-6619 Email: rick.prokosch@usbank.com Wilmington National Trust Indenture Trustee $25,343,000 Association to 2.75% Convertible 1100 Market Street Senior Notes Due Wilmington, DE 19890 2020 W. Thomas Morris II Tel: (302) 636-6432 Email: TMorris@WilmingtonTrust.com VML, Inc. Trade Debt $13,903,843 303 2nd Street North Tower, Suite 300 San Francisco, CA 94107 Legal Department Fax: (816) 817-1065 McKesson Specialty Arizona, Inc. Savings Card $7,500,000 PO Box 370 Adjudicator Chicago, IL 60693 McKesson Patient Relationship Solutions General Manager Fax: (480) 663-4990 Cardinal Health 105, Inc. Title Model $5,541,434 Specialty Pharmaceutical Services Settlement 15 Ingram Boulevard La Vergne, TN 37086 Associate General Counsel Fax: (614) 757-8919 Young & Rubicam, Inc. Trade Debt $5,162,397 3 Columbus Circle New York, NY 10019 Chief Financial Officer Fax: (212) 537-9371 VP, Legal & Corporate Affairs Email: legal@yrgrp.com Inventiv Commercial Services Trade Debt $3,775,000 500 Atrium Drive Somerset, NJ 08873 VCS General Counsel President Fax: (732) 537-4999 Google, Inc. Trade Debt $925,643 488 Madison Avenue, 4th floor San Francisco, CA 94139 Legal Department Fax: (653) 253-0001 CVS Caremark MCO/PBM $926,700 9501 E Shea Blvd. Road Scottsdale, AZ 85260 Vice President, Manufacturer Contracting, Law Department Fax: (480) 314-8231 McKesson Specialty Arizona, Inc. Wholesaler - PO Box 370 Chicago, IL 60693 General Manager Fax: (480) 663-4990 Facebook Trade Debt $548,712 555 Madison Ave, Suite 1201 Chicago, IL 60693 Legal Department Tel: (650) 543-4800 Email: legal@facebook.com Cardinal Health Wholesaler - 7000 Cardinal Place Dublin, OH 43017 Vice President Fax: (614) 757-8337 Oregon Health Science University Royalty $476,000 601 Union Street, Suite 4860 Portland, OR 97239 Legal Department Fax: (503) 494-4729 Abelson-Taylor Trade Debt $430,639 33 W. Monroe St. Chicago, IL 60603 Tel: (312) 894-5500 Email: info@abelsontaylor.com Patheon, Inc. Inventory/ $289,189 2335 Oxford Avenue Warehouse Chicago, IL 60673 General Counsel Fax: (919) 474-2269 AmerisourceBergen Corporation Wholesaler - 227 Washington St. Conshohocken, PA 19428 General Counsel Fax: (610) 727-3608 Express Scripts MCO/PBM $177,954 OptumRx, Inc. MCO/PBM $172,908 Microsoft Online Trade Debt $97,236 IQVIA Inc. Trade Debt $96,991 Hyatt Regency La Jolla Trade Debt $84,605 ProCare Pharmacy Benefit Manager, MCO/PBM $81,412 Inc Cardinal Health 105, Inc Third Party $77,720 Logistics Prime Therapeutics, Inc. MCO/PBM $74,220 PPD Development Trade Debt $65,851 Carleson Production Group Trade Debt $59,533 Compliance Implementation Services MCO/PBM $56,253 Services Takeda Pharmaceuticals America, In Trade Debt - KARIM KHOJA Pending - Litigation Everyday Health Media LLC Pending - Litigation OREXIGEN THERAPEUTICS: Intends May Bankruptcy Auction for Assets ---------------------------------------------------------------- Orexigen Therapeutics, Inc., a biopharmaceutical company focused on the treatment of obesity, on March 12, 2018, disclosed that it has elected to file a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Orexigen also intends to file a motion seeking authorization to pursue an auction and sale process under Section 363 of the U.S. Bankruptcy Code. The proposed bidding procedures, if approved by the court, would require interested parties to submit binding offers to acquire substantially all of Orexigen's assets, which would be purchased free and clear of the company's indebtedness and other liens and interests. Such parties could include strategic and financial buyers, and the process is expected to proceed according to the following timeline: -- Bids expected to be submitted by May 21, 2018 -- Structured auction targeted to commence no later than May 24, 2018 -- Sale intended to be concluded by July 2, 2018 "The Board and management team have thoroughly assessed all of our strategic options and believe that this process represents the best possible solution for Orexigen, taking into account our financial needs," said Michael Narachi, President and CEO of Orexigen. "While we have been working closely with our noteholders and have the support of a controlling number of senior secured noteholders, our debt covenant requirements and near-term cash flow needs have necessitated the protection afforded by a court-driven process." Mr. Narachi continued, "Orexigen was founded on the premise of helping to improve the health and lives of patients struggling to lose weight. This mission has been at the core of creating patient-centric solutions that help customers and patients in meaningful and relevant ways. Since the launch of Contrave, nearly 800,000 patients in the U.S. have benefitted1, and, through a successful transaction process, we intend that this growing patient demand will continue to be served." Orexigen has filed a series of motions with the court seeking to ensure the continuation of normal operations during this process. Orexigen has the support of a controlling number of its senior secured noteholders for this process, who have made a $35 million financing commitment. The company believes that this commitment provides it with sufficient liquidity to conduct its business in an uninterrupted manner, fund its chapter 11 case, including the sale of its assets, and to continue to meet its operational and financial obligations, including: continued servicing of distributors, wholesalers and global partners to ensure timely fulfillment of orders and shipments of Contrave(R) (naltrexone HCl and bupropion HCl extended release)/Mysimba(TM) (naltrexone HCl and bupropion HCl prolonged release); the timely payment of employee wages and salaries; and satisfaction of other obligations to patients and physicians who depend on this important therapy. In addition, to attempt to preserve the value of its net operating losses, Orexigen has filed a motion with the court to establish limitations on trading in Orexigen's common stock by beneficial owners of at least 4.5% of Orexigen's common stock during the pendency of the bankruptcy proceedings. Additional information about this process and proposed asset sale, as well as other documents related to the restructuring and reorganization proceedings, is available through Orexigen's claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/orexigen. Orexigen's legal counsel is Hogan Lovells US LLP and its financial advisors are Perella Weinberg Partners LP and Ernst & Young LLP. The petition was filed in United States Bankruptcy Court for the District of Delaware, Case No. 18-10518. Recent Business Highlights -- Contrave is the No.1 prescribed weight loss brand in the U.S. -- 2.3M prescriptions have been written in the U.S. since launch -- >100,000 unique U.S. prescribers of Contrave since launch -- 23% year-over-year TRx growth in the U.S. in 2017 -- 21% year-over-year TRx growth in the U.S. in 2018 to date -- All-time highs in weekly TRx volume (19,247), branded TRx market share (48.7%) and telemedicine/home delivery volume (2,288) achieved in early March 2018 -- 2017 U.S. Contrave net sales of ~$75M compared to ~$47M2 in 2016 -- 2017 global supply revenue from international partners of ~$13M compared to ~$5M in 2016 -- Implemented streamlined and innovative U.S. commercial model, with expected annual savings of ~$40M in 2018, under the current plan, compared to 2017 -- Launched in 24 of 68 partnered countries, with an additional 14 launches currently planned in 2018 -- U.S. market exclusivity solidified through 2030 following favorable ruling in patent litigation -- Recent FDA acceptance of a significantly more efficient approach for completion of a cardiovascular outcomes post marketing requirement 1 Source: IQVIA NPA data Sept 2014 through Jan 2018 and the IQVIA Persistence and Adherence study conducted June 2016 2 Includes net sales as reported by our former partner pursuant to the terms of our former collaboration agreement for periods prior to the completed acquisition of Contrave, coupled with net sales as recorded by Orexigen after the completed acquisition of Contrave. About Contrave and Mysimba Contrave, marketed as Mysimba in the European Union, is a prescription-only, FDA-approved weight-loss medication believed to work on two areas of the brain—the hunger center and the reward system—to reduce hunger and help control cravings. The exact neurochemical effects of Contrave/Mysimba leading to weight loss are not fully understood. Contrave/Mysimba contains two medicines, bupropion, a relatively weak inhibitor of the neuronal reuptake of dopamine and norepinephrine and naltrexone, an opioid antagonist. Contrave, approved by the FDA in September 2014, is indicated for use as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presence of at least one weight-related comorbid condition (e.g., hypertension, type 2 diabetes mellitus or dyslipidemia). In the European Union, Mysimba was approved in March 2015. Orexigen is committed to helping eligible patients learn about Contrave and recommends patients in the U.S. visit www.contrave.com for additional information. For full U.S. prescribing information please visit www.contrave.com. Important Safety Information for CONTRAVE and MYSIMBA (per U.S. prescribing information) (naltrexone HCl and bupropion HCl) 8 mg/90 mg extended-release tablets One of the ingredients in CONTRAVE, bupropion, may increase the risk of suicidal thinking in children, adolescents, and young adults. CONTRAVE patients should be monitored for suicidal thoughts and behaviors. In patients taking bupropion for smoking cessation, serious neuropsychiatric adverse events have been reported. CONTRAVE is not approved for use in children under the age of 18. Stop taking CONTRAVE and call a healthcare provider right away if you have any of the following symptoms, especially if they are new, worse, or worry you: thoughts about suicide or dying; attempts to commit suicide; depression; anxiety; feeling agitated or restless; panic attacks; trouble sleeping (insomnia); irritability; aggression, anger, or violence; acting on dangerous impulses; an extreme increase in activity and talking (mania); other unusual changes in behavior or mood. Do not take CONTRAVE if you have uncontrolled high blood pressure; have or have had seizures; use other medicines that contain bupropion such as WELLBUTRIN, APLENZIN or ZYBAN; have or have had an eating disorder; are dependent on opioid pain medicines or use medicines to help stop taking opioids such as methadone or buprenorphine, or are in opiate withdrawal; drink a lot of alcohol and abruptly stop drinking; are allergic to any of the ingredients in CONTRAVE; or are pregnant or planning to become pregnant. Before taking CONTRAVE, tell your healthcare provider about all the medicines you take, including prescription and over-the-counter medicines, vitamins, and herbal supplements. Do not take any other medicines while you are taking CONTRAVE unless your healthcare provider says it is okay. Tell your healthcare provider about all of your medical conditions including if you have: depression or other mental illnesses; attempted suicide; seizures; head injury; tumor or infection of brain or spine; low blood sugar or low sodium; liver or kidney problems; high blood pressure; heart attack, heart problems, or stroke; eating disorder; drinking a lot of alcohol; prescription medicine or street drug abuse; are 65 or older; diabetes; pregnant; or breastfeeding. CONTRAVE may cause serious side effects, including: Seizures. There is a risk of having a seizure when you take CONTRAVE. If you have a seizure, stop taking CONTRAVE, tell your healthcare provider right away. Risk of opioid overdose. Do not take large amounts of opioids, including opioid-containing medicines, such as heroin or prescription pain pills, to try to overcome the opioid-blocking effects of naltrexone. Sudden opioid withdrawal. Do not use any type of opioid for at least 7 to 10 days before starting CONTRAVE. Severe allergic reactions. Stop taking CONTRAVE and get medical help immediately if you have any signs and symptoms of severe allergic reactions: rash, itching, hives, fever, swollen lymph glands, painful sores in your mouth or around your eyes, swelling of your lips or tongue, chest pain, or trouble breathing. Increases in blood pressure or heart rate. Liver damage or hepatitis. Stop taking CONTRAVE if you have any symptoms of liver problems: stomach area pain lasting more than a few days, dark urine, yellowing of the whites of your eyes, or tiredness. Manic episodes. Visual problems (angle-closure glaucoma). Signs and symptoms may include: eye pain, changes in vision, swelling or redness in or around the eye. Increased risk of low blood sugar (hypoglycemia) in people with type 2 diabetes mellitus who also take medicines to treat their diabetes (such as insulin or sulfonylureas). The most common side effects of CONTRAVE include nausea, constipation, headache, vomiting, dizziness, trouble sleeping, dry mouth, and diarrhea. These are not all the possible side effects of CONTRAVE. Tell your healthcare provider about any side effect that bothers you or does not go away. Use of CONTRAVE CONTRAVE is a prescription weight-loss medicine that may help some adults with a body mass index (BMI) of 30 kg/m2 or greater (obese), or adults with a BMI of 27 kg/m2 or greater (overweight) with at least one weight-related medical problem such as high blood pressure, high cholesterol, or type 2 diabetes, lose weight and keep the weight off. CONTRAVE should be used with a reduced-calorie diet and increased physical activity It is not known if CONTRAVE changes your risk of heart problems or stroke or of death due to heart problems or stroke It is not known if CONTRAVE is safe and effective when taken with other prescription, over-the-counter, or herbal weight-loss products CONTRAVE is not approved to treat depression or other mental illnesses, or to help people quit smoking (smoking cessation). One of the ingredients in CONTRAVE, bupropion, is the same ingredient in some other medicines used to treat depression and to help people quit smoking. Ask your doctor or healthcare professional if CONTRAVE is right for you. Please see Full Prescribing Information, including Medication Guide, for CONTRAVE. You are encouraged to report negative side effects of prescription drugs to the FDA. Visit www.fda.gov/medwatch or call 1‑800‑FDA‑1088. About Obesity & Weight Loss Obesity is a serious and rising health epidemic and has been declared a disease by the American Medical Association. It is estimated that about 110 million adults are overweight or struggling with obesity; however, only 3% are treated with a prescription weight loss medicine. By 2030, the percentage of Americans who struggle with obesity could reach 51 percent. Obesity can increase the risk of heart disease, type 2 diabetes, some types of cancer, sleep apnea, and a variety of other conditions. Weight loss is complex and for many people diet and exercise alone may not be enough. Two areas of the brain play an important role in weight loss. The hypothalamus, your hunger center, regulates hunger and the mesolimbic reward system can cause cravings even when you are not hungry. Other areas of the brain may be involved. About Orexigen Therapeutics Orexigen Therapeutics, Inc. (NASDAQ: OREX) -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. The company's mission is to help improve the health and lives of patients struggling to lose weight. Orexigen's first product, Contrave(R) (naltrexone HCl and bupropion HCl extended release), was approved in the U.S. in September 2014. In the European Union, the medicine has been approved under the brand name Mysimba(TM) (naltrexone HCl/ bupropion HCl prolonged release). Millions around the globe continue to face challenges of weight loss. Orexigen is undertaking a range of development and commercialization activities, both on its own and with strategic partners, to bring Contrave / Mysimba to patients around the world. As a patient-centric company, Orexigen continues to focus not only on innovating medicine for the treatment of obesity, but to also offer unique resources and healthcare delivery options to improve the patient experience. PANTAGIS DINER: Hires Tomas Espinosa as Attorney ------------------------------------------------ Pantagis Diner, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Tomas Espinosa, Esq., as attorney to the Debtor. Pantagis Diner requires Tomas Espinosa to: -- provide legal representation to the Debtor-in-possession in the Chapter 11 case; and -- provide legal assistance and prepare a Chapter 11 plan of reorganization. Tomas Espinosa will be paid at these hourly rates: Attorneys $400 Paralegals $50 Tomas Espinosa will be paid a retainer in the amount of $6,000. Tomas Espinosa will also be reimbursed for reasonable out-of-pocket expenses incurred. Tomas Espinosa, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tomas Espinosa can be reached at: Tomas Espinosa, Esq. 8324 Kennedy Blvd. North Bergen, NJ 07047 Tel: (201) 223-1803 Fax: (201) 223-1893 E-mail: te@lawespinosa.com About Pantagis Diner Based in Edison, New Jersey, Pantagis Diner, LLC --http://pantagisdiner.com/--is a small organization in the restaurants industry founded in 2008. The restaurant offers sandwiches, wraps and paninis, burgers, and Italian cuisine and seafood. Pantagis Diner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-33944) on Nov. 28, 2017. In the petition signed by Stephen A. Pantagis, its sole member, the Debtor disclosed $850,000 in assets and $1.20 million in liabilities. Judge Kathryn C. Ferguson presides over the case. PATTINIS LLC: Hires Owen & Dunivan as Special Counsel ----------------------------------------------------- Pattinis LLC, d/b/a Pattinis Bistro & Skate, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Owen & Dunivan, PLLC, as special counsel to the Debtor. Pattinis LLC requires Owen & Dunivan to represent the Debtor in a lawsuit, styled American Infoage, LLC v. Pattinis, LLC., Case No.: 18-cc-009211, presently pending in the County Court for Hillsborough County, Florida. In the lawsuit, American Infoage, LLC is attempting to evict the Debtor. Owen & Dunivan will be paid at the hourly rate of $300. Owen & Dunivan has accepted a retainer of $1,500 which was paid by a non-debtor, Andre Scott. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Bryant H. Dunivan, a partner at Owen & Dunivan, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Owen & Dunivan can be reached at: Bryant H. Dunivan, Esq. OWEN & DUNIVAN, PLLC 615 W De Leon St. Tampa, FL 33606 Tel: (813) 502-6768 About Pattinis LLC Pattinis LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-09138) on Oct. 30, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Buddy D. Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford P.A., serve as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the case. PC USA RE: Hires Development Specialists as Financial Advisor ------------------------------------------------------------- PC USA RE, LLC, seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Development Specialists, Inc., as financial advisor and accountant to the Debtors. PC USA RE requires Development Specialists to: a. review the Debtor's records for asset analysis and recovery; b. assist the Debtor in preparing monthly reports; c. assist the Debtor in formulating periodic budgets; d. perform a preference and fraudulent avoidance analyses; and e. assist Debtor in all tax matters. f. advise the Debtor on financial issues relating to plan of reorganization; and g. perform all other financial and accounting services that may be necessary for the proper preservation and administration of this Chapter 11 case. Development Specialists will be paid based upon its normal and usual hourly billing rates. Development Specialists will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Yale Scott Bogen, managing director of Development Specialists, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Development Specialists can be reached at: Yale Scott Bogen DEVELOPMENT SPECIALISTS, INC. 500 West Cypress Creek Road, Suite 400 Fort Lauderdale, FL 33309 Tel: (305) 374-2717 About PC USA RE Each of PC USA RE, LLC and STRE LLC is a lessor of real estate based in Miami Gardens, Florida. The debtors list their business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 708-716 South Dixie Highway Hallandale, FL 33009. PC USA RE, LLC and STRE LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-12378 and 18-12392) on Feb. 28, 2018. In the petitions signed by Doron Topaz, manager, PC USA RE estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities, and STRE LLC estimated less than $50,000 in both assets and liabilities. The Hon. Robert A Mark presides over the case. Daniel Y. Gielchinsky, Esq., at Daniel Y. Gielchinsky, P.A., serves as bankruptcy counsel to the Debtors. Development Specialists, Inc., is their financial advisor. PETE GOULD: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Pete Gould & Sons, Inc. as of March 9, according to a court docket. About Pete Gould & Sons Founded in 1966, Pete Gould & Sons, Inc., provides general contracting services such as constructing water and sewer mains. Pete Gould & Sons, based in Ravenswood, WV, filed a Chapter 11 petition (Bankr. N.D.W. Va. Case No. 18-20047) on Feb. 5, 2018. In the petition signed by Bryan Gould, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Frank W. Volk presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, serves as bankruptcy counsel. PHASERX INC: Seeks Bankruptcy Case Dismissal -------------------------------------------- BankruptcyData.com reported that Phaserx Inc. filed with the U.S. Bankruptcy Court a motion to dismiss its Chapter 11 case. The motion explains, "Having sold substantially all of its assets, rejected the unexpired leases of non-residential real property and executory contracts that were not sold, and identified all known chapter 11 administrative claims that will be paid in full, or as agreed between the parties, prior to the conclusion of the Chapter 11 Case, the Debtor seeks to dismiss this Chapter 11 Case in order to bring closure to not only the chapter 11 bankruptcy, but the Debtor's corporate existence. Dismissal will allow all stakeholders to make a clean break from the Debtor and move on with other business relationships. The Debtor strongly believes that dismissal is a more favorable result than conversion to a case under chapter 7 of the Bankruptcy Code as it will allow stakeholders to cease monitoring a bankruptcy case where there is no likelihood of any recovery under any circumstance. Dismissal is further warranted in a case such as this where there are a minimal number of creditors that are affected by the relief requested." The Court scheduled a March 26, 2018 hearing on the motion. 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 Dec. 11, 2017. In the petition signed by Robert W. Overell, Ph.D., president and CEO, the Debtor disclosed $4.10 million in assets and $5.60 million in liabilities as of Sept. 30, 2017. 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. POST EAST: Allowed to Use Cash Collateral for March 2018 Expenses ----------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut entered an 11th order authorizing Post East, LLC, to use rentals and other funds that may constitute cash collateral in which Connect REO, LLC, asserts secured interests. A continued hearing on the use of cash collateral is scheduled for March 28, 2018, at 10:00 a.m. The use of cash collateral, or escrow for future use, may be up to the total amount of the projected expenses for the month of March 2018, which is projected to be $11,266 of cash and rental proceeds in accordance with the Budget, allowing up to 10% overage in any category for the period from March 1 through March 31, 2018, or through the occurrence of the Effective Date of a confirmed plan of reorganization, whichever is earlier, which sum includes one monthly adequate protection payment of $6,500 payable to Connect REO, LLC. To the extent the interest of Respondent in such cash collateral may be proven, and to the extent the cash collateral is used, the claimant is granted secured interests in all post-petition rents and leases as the same may be generated, provided, however that the post-petition secured interest will be subordinate to all Chapter 11 quarterly fees that will become due pursuant to 28 U.S.C. Section 1930(a)(6). A full-text copy of the Order is available at http://bankrupt.com/misc/ctb16-50848-280.pdf About Post East Post East, LLC, owns real estate at 740-748 Post Road East, Westport, Connecticut. The property is a commercial real estate which presently has seven leased spaces. The secured creditor is Connect REO, LLC, which is owed $1,043,000. Post East filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 16-50848) on June 27, 2016. In the petition signed by Michael F. Calise, member, the Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor's bankruptcy counsel is Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger LLC. The Debtor's mortgage broker is Richard J. Chappo of Chappo LLC. PREMIER DIAGNOSTIC: Chapter 727 Claims Bar Date Set for May 19 -------------------------------------------------------------- A petition was filed on Jan. 19, 2018, commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727, Florida Statutes, by Premier Diagnostic Testing, Inc., Assignor, with its principal place of business at 12555 Orange Drive, Suite 101, Davie, Florida 33330, to Kenneth A. Welt, as Assignee. Pursuant to Section 727.105, Fla. Stat., no proceeding may be commenced against the Assignee except as provided in Chapter 727, and excepting the case of a consensual lienholder enforcing its rights in personal property or real property collateral, there shall be no levy, execution, attachment or the like, in connection with any judgment or claim against assets of the Estate, in the possession, custody or control of the Assignee. To receive any dividend in this proceeding, interested parties must file on or before May 19, 2018, a proof of claim with: Kenneth A. Welt 8201 Peters Road, #1000 Plantation, Florida 33324 Counsel to Assignee: BRETT D. LIEBERMAN, Esq. THOMAS M. MESSANA, Esq. MESSANA, P.A. 401 East Las Olas Boulevard, Suite 1400 Fort Lauderdale, FL 33301 Telephone: (954) 712-7400 Facsimile: (954) 712-7401 Email: blieberman@messana-law.com The case is, In re: ASSIGNMENT FOR THE BENEFIT OF CREDITORS OF PREMIER DIAGNOSTIC TESTING, INC., Assignor, TO: KENNETH A. WELT, Assignee, Case No. CACE 18-001553, IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA. PRINCETON ALTERNATIVE: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Princeton Alternative Funding LLC 18-14600 100 Canal Pointe Blvd, Ste 208 Princeton, NJ 08540-7063 Princeton Alternative Income Fund, LP 18-14603 100 Canal Pointe Blvd, Ste 208 Princeton, NJ 08540-7063 Type of Business: Princeton Alternative Funding LLC, (PAF) -- http://www.princetonalternativefunding.com-- is a fund management company and general partner of the Princeton Alternative Income Fund II (PAIF2) and the Princeton Alternative Income Fund I (PAIF). PAIF2 is an open-ended, 3(c)(7) debt fund that provides credit facilities to select, consumer-facing lenders in the alternative lending marketplace. The Fund seeks to deliver high, non-correlated returns for sophisticated investors while mitigating risk through an exclusive corporate partnership between PAFM and MicroBilt. MicroBilt, a Consumer Reporting Agency (CRA) regulated by the FTC and the CFPB, provides analytics and monitoring capabilities. Princeton Alternative Funding (PAF) is majority owned by Princeton Alternative Funding Management, LLC. Chapter 11 Petition Date: March 9, 2018 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Michael B. Kaplan Debtors' Counsel: Valerie A. Hamilton, Esq. SILLS CUMMIS & GROSS, P.C. 1 Riverfront Plaza Newark, NJ 07102-5418 Tel: (609) 227-4600 Fax: (609) 227-4646 E-mail: vhamilton@sillscummis.com Assets and Liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Alt. Funding $50,000-$100,000 $1 mil.-$10 million Alt. Income Fund $50 mil.-$100 million $1 mil.-$10 million The petitions were signed by John Cook, authorized representative. The Debtors each did not file a list of 20 largest unsecured creditors together with a petition. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/njb18-14600.pdf http://bankrupt.com/misc/njb18-14603.pdf PROTEA BIOSCIENCES: Seeks 90-Day Exclusive Periods Extension ------------------------------------------------------------ Protea Biosciences, Inc. and Protea Biosciences Group, Inc. request the U.S. Bankruptcy Court for the Northern District of West Virginia to extend the exclusive period for the Debtors to file and obtain acceptance of a plan for a period of 90 days. The Debtors claim that they have cause for the extension of the exclusivity period based on the following: A. The Debtors' cases involve more than $10 million in debt and remaining assets worth an uncertain amount. There are also significant and complex assets that need to be administered including, the benefits of net operating losses and potential claims against third parties which need to be analyzed and preserved; B. The Debtors are in the process of negotiating a possible transaction that could form the basis of their plan. The Debtors need additional time to consummate the negotiations which the Debtors currently believe could yield the highest and best return for the creditors; C. The Debtors are investigating potential litigation claims which may impact proposed reorganization plan; D. The Debtors continue to progress toward reorganization in good faith. No trustee has been appointed and no party has ever alleged the Debtors are not proceeding in good faith; E. The Debtors are paying their post-petition debts as they become due; F. The Debtors have very good prospects of filing a viable plan. The Debtors currently have no secured debt and the Debtors believe that a reorganization plan would yield a return in excess of what the creditors would receive in chapter 7 liquidation; G. The Debtors' case has only been pending since December 1, 2017, a short time for the Debtors to fully analyze possible plans and scenarios that will lead to a successful reorganization; and H. The Debtors are not seeking the extension to pressure creditors. About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Buchanan Ingersoll & Rooney PC as their legal counsel; and Compass Advisory Partners, LLC, as their restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. Leech Tishman Fuscaldo & Lampl, LLC, is the Committee's legal counsel and Johnson Law, PLLC, is its local counsel. PUERTO RICO: Court Approves Grievance Resolution Protocol --------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved the American Federation of State, County and Municipal Employees and the AFL-CIO and American Federation of Teachers' motion for an order to permit the resolution of employment arbitration and grievance proceedings. As previously reported, "From the outset of these title III cases, the Court has recognized the desirability of, and has encouraged the parties to negotiate, a 'global protocol' to permit the efficient administration of employment arbitration and grievance proceedings. Today, there are thousands of such proceedings, virtually all of them stopped in their tracks by the Commonwealth of Puerto Rico's ('Commonwealth') erroneous assertion that they are subject to the stay provided under section 301(a) of title III of the Puerto Rico Oversight, Management and Economic Stability Act of 2016 ('PROMESA') (the 'Title III Stay'). The Unions disagree with the Commonwealth and submit that the Title III Stay does not apply to these agency administrative proceeding. Perversely, the continued stay of routine administrative proceedings on which these employees rely to assure that they will have safe and fair conditions of employment runs directly counter to the Commonwealth's efforts to rebuild. By depriving employees of a timely hearing and resolution of arbitrations and grievances, the misapplication of the Title III Stay to these routine administrative matters sends public employees exactly the wrong message at the wrong time: it tells them that their rights as public employees are not respected and that they cannot have any certainty about their employment status, work conditions or compensation. It effectively encourages them to join the exodus from the island. By this motion, the Unions therefore respectfully ask the Court to grant a limited and common sense order to prevent those destructive consequences. The Unions request that this Court enter an order lifting the automatic stay as to the most urgent Prepetition Proceedings - those involving discharge or discipline of an employee, all of which the Unions have already provided ample notice to AAFAF and met and conferred over specifically - until such time as a global protocol can be agreed upon for resolving all of the outstanding Prepetition Proceedings, and again understanding that these discharge or discipline matters would proceed in the normal course through resolution but not to the collection of any monetary award against the Commonwealth. Finally, the Unions request an order declaring that the Title III Stay does not apply in any event to the Postpetition Proceedings." About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016′s U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority (“PREPA”). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Youngis the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. QUEST RARE: To Present Motion to Homolgate Proposal Under BIA ------------------------------------------------------------- Quest Rare Minerals Ltd. on March 9, 2018, disclosed that on March 23, 2018, Quest will present a Motion to homologate the proposal (the "Motion") that was accepted by the statutory majority of Quest's creditors (the "Proposal"), the whole pursuant to Part III of the Bankruptcy and Insolvency Act (Canada). The Proposal provides, among other things, for the reorganization of Quest's share capital, whereby all issued and outstanding Quest shares will be cancelled, the whole in accordance with Section 191 of the Canada Business Corporations Act (the "Reorganization"). Subsequent to the issuance, if any, of an order from the Quebec Superior Court approving the Proposal and Reorganization as well as execution of the Proposal by Quest, Quest will file Articles of Reorganization reflecting the Reorganization with the Director under the Canada Business Corporations Act. The Motion will be presented on March 23, 2018 at the Montreal Courthouse (1, Notre-Dame St. E., Montreal, QC, H2Y 2B6), in room 16.10 at 8:45 a.m. About Quest Quest Rare Minerals Ltd. is a Canadian-based company focused on becoming an integrated producer of rare earth metal oxides and a significant participant in the rare earth elements (REE) material supply chain. Quest is led by a management team with in-depth experience in chemical and metallurgical processing. Quest's objective is the establishment of major hydrometallurgical and refining facilities in Becancour, Quebec, to separate and produce strategically critical rare earth metal oxides. These industrial facilities will process mineral concentrates extracted from Quest's Strange Lake mining properties in northern Quebec and recycle lamp phosphors utilizing Quest's efficient, eco-friendly "Selective Thermal Sulphation (STS)"1 process. REMINGTON OUTDOOR: Lenders Move Ch.11 Filing Deadline to March 18 ----------------------------------------------------------------- Remington Outdoor Company, Inc., disclosed that on March 10, 2018, the Company and its affiliate, FGI Operating Company, LLC, entered into an amendment to the Restructuring Support Agreement, dated as of February 11, 2018, by and among ROC, FGI Opco, certain holders or investment advisors or investment managers to the First Lien Term Loan Lenders, of certain claims arising under the Term Loan Agreement, dated as of April 19 2012, by and among FGI Opco, FGI Holding Company, LLC, the guarantors and lenders from time to time party thereto, Ankura Trust Company, LLC, as successor agent effective March 2, 2018, and the other parties thereto, and certain holders of the Company's 7.875% Senior Secured Notes due 2020 -- Consenting Third Lien Creditors -- or investment advisors or investment managers to certain Consenting Third Lien Creditors. Pursuant to the RSA Amendment, the parties further extended certain milestones contained in the Restructuring Support Agreement, including the extension to March 18, 2018 of the milestone for filing by ROC, FGI Opco and certain of their direct and indirect subsidiaries of voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Lenders agree to give Remington until: -- 11:59 p.m. (prevailing Eastern Time) on March 15, 2018, to commence solicitation of a prepackaged bankruptcy plan; -- 11:59 p.m. (prevailing Eastern Time) on March 18, 2018, to commence Chapter 11 cases; and -- 11:59 p.m. (prevailing Eastern Time) on March 19, 2018, to file a Plan, Disclosure Statement, and Disclosure Statement Motion, each in form and substance reasonably satisfactory to the Requisite Consenting Creditors. Remington has retained as counsel: Gregory A. Bray, Esq. Roland Hlawaty, Esq. Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, NY 10005 Facsimile: (212) 822 5735 E-mail: gbray@milbank.com rhlawaty@milbank.com - and - Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 E-mail: ljones@pszjlaw.com Counsel to Consenting Term Loan Creditors: Andrew Parlen, Esq. Joseph Zujkowski, Esq. O'Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Telephone: (212) 326-2000 Email: aparlen@omm.com jzujkowski@omm.com - and - Mark D. Collins, Esq. Richards, Layton & Finger, P.A. 920 North King Street Wilmington, DE 19801 Facsimile: (302) 651-7701 E-mail: collins@RLF.com Counsel to Consenting Third Lien Creditors: Rachel C. Strickland, Esq. Joseph G. Minias, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: rstrickland@willkie.com jminias@willkie.com - and - Edmon L. Morton, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6637 Facsimile: (302) 576-3320 E-mail: emorton@ycst.com About Remington Outdoor Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. The company is controlled by Cerberus Capital Management. Remington's affiliated companies are FGI Holding Company, LLC; and FGI Operating Company, LLC; Remington Arms Company, LLC; Barnes Bullets, LLC; TMRI, Inc.; RA Brands, L.L.C.; and Remington Arms Distribution Company, LLC. As of Oct. 1, 2017, Remington listed $954.3 million in total assets against $1.306 billion in total liabilities and $351.9 million in stockholders' deficit. * * * In December 2017, Moody's Investors Service downgraded Remington Outdoor's Corporate Family Rating (CFR) to 'Caa3' from 'Caa2' and its Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'. The rating action reflects Moody's concern with Remington's weak operating performance, liquidity pressure from approaching maturities, and the view that the company's capital structure is unsustainable. The rating outlook is negative. Moody's said it is very concerned that Remington will be unable to refinance debt that comes due in April 2019 given its weak operating performance and high financial leverage. In November 2017, S&P Global Ratings lowered its corporate credit rating on Remington Outdoor to 'CCC-' from 'CCC+'. The outlook is negative. "The rating downgrade reflects heightened default risk absent an unforeseen and favorable change to operating results over the next six months, based on our lowered revenue and cash flow forecasts through 2018," S&P explained. "We believe the deterioration in operating cash flow could result in an unsustainable reliance on the ABL revolver, weak liquidity, and a heightened risk of a restructuring of some form over the next six to 12 months." Reuters, according to Thomson Reuters data, reported in February 2018 that the Company faces a maturity of an approximately $550 million term loan in 2019; and $250 million of bonds that come due in 2020. ROCCO IANNACCHINO: Court Withdraws Reference of Claims vs. A. Vigna ------------------------------------------------------------------- Plaintiffs Rocco Iannacchino and Rocco's Landscaping, Inc., as debtors, commenced the adversary proceeding captioned ROCCO IANNACCHINO and ROCCO'S LANDSCAPING, INC., Plaintiffs/Debtors, v. JOHN RUZZA, JOANN RUZZA, CHRIS CASTLE, CASTLE LAW, P.A., ANTHONY VIGNA, CCTT GROUP, THE PILLOW FOUNDATION, FTB SECURITIZATION AUDITING, LLC, MARIA MALAVE, TONY PALMA and "JOHN DOE#1" THROUGH "JOHN DOE#10," the last 10 names being fictitious and unknown to the Plaintiff, Defendants, No. 15-cv-09408 (NSR) (S.D.N.Y.) asserting claims against various defendants, including Anthony Vigna. Defendant Vigna now moves to withdraw the reference of Plaintiffs' ninth, tenth and eleventh causes of action in the adversary proceeding from the U.S. Bankruptcy Court for the Southern District of New York to the U.S. District Court for the Southern District of New York. District Judge Nelson S. Roman grants Defendant Vigna's motion. On or about July 30, 2015, Plaintiffs as debtors commenced the adversary proceeding asserting 14 claims against various Defendants. Plaintiffs' ninth, tenth and eleventh causes of action sounding in breach of contract, legal malpractice and breach of fiduciary duty are asserted solely against Defendant Vigna. Plaintiffs allege, inter alia, that Iannacchino and/or Rocco's Landscaping retained Defendant Vigna, an attorney, pursuant to a written agreement, to provide legal advice and services to defend Plaintiff Iannacchino in a pending foreclosure action and to seek a mortgage modification. Plaintiff Iannacchino made, and Defendant Vigna accepted, an initial down payment for services to be rendered and agreed to make future payments. While the statute does not define the term "cause," courts in the Second Circuit have generally focused on factors cited in Orion Pictures Corp. v. Showtime Networks, Inc., such as judicial economy, uniformity in the administration of bankruptcy law, reduction of forum shopping, and jury trial considerations. The framework established by the Second Circuit begins with the threshold question of whether the case involves a core or non-core proceeding, "since it is upon this issue that questions of efficiency and uniformity will turn." Here, all three relevant claims are state court claims and arise from Defendant Vigna's failure to provide adequate legal services pursuant to an agreement. All three claims are also factually intertwined. Notably, Defendant Vigna has demanded a jury trial. Pre-petition breach of contract claims asserted by a debtor against a party to the pre-petition contract, who has filed no claim with the bankruptcy court, are deemed non-core. Professional malpractice claims which arise pre-petition are likewise deemed non-core claims. Finally, a state law claim for breach of fiduciary duty based on pre-petition conduct that could exist independent of a pending Bankruptcy case against a law firm has been deemed non-core. Thus, it is the Court's determination that all of the claims which are the subject of Defendant Vigna's motion are non-core. Upon consideration of the Orion factors, the Court finds that they weigh in favor of withdrawal of the reference from the Bankruptcy Court. As the Court has noted, the claims are non-core claims. Two of the claims, breach of contract and legal malpractice, are legal in nature. The breach of fiduciary duty claim, though factually related to the breach of contract claim, is equitable in nature. However, to the extent Plaintiffs seek compensatory damages, such claim may be viewed as legal in nature. Legal claims weigh in favor of withdrawal as they typically implicate the right to a jury trial. Though Plaintiffs tacitly suggest that Defendant Vigna's application is an attempt at forum shopping, there is no evidence before the Court supporting such an allegation. The bankruptcy case is in re: ROCCO IANNACCHINO, Chapter 11 Debtor, Case No. 14-22077 (S.D.N.Y.). A full-text copy of Judge Roman's Opinion and Order dated Feb. 20, 2018 is available at https://is.gd/Od0UNu from Leagle.com. Rocco Iannacchino & Rocco's Landscaping, Inc., Plaintiffs, represented by Anne Julia Penachio, Penachio Malera, L.L.P. Anthony Vigna, Defendant, represented by David Stephen Wilck -- david.wilck@rivkin.com -- Rivkin Radler, LLP & Seth B. Goldberg -- seth.goldberg@rivkin.com -- Rivkin Radler LLP. RUSSEL METALS: Moody's Hikes CFR to Ba2; Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded Russel Metals, Inc.'s corporate family rating to Ba2 from Ba3, its probability of default rating to Ba2-PD from Ba3-PD and its senior unsecured note rating to Ba3 from B1. At the same time, Moody's assigned a Ba3 rating to Russel's proposed $125 million senior unsecured notes. The company plans to use the proceeds from the note offering to pay down borrowings on its credit facility. Moody's also affirmed Russel's Speculative Grade Liquidity Rating of SGL-2. The ratings outlook is stable. "The upgrade of Russel Metals' ratings reflect the significant improvement in the company's operating performance and credit metrics and the expectation these trends will continue over the next 12 to 18 months," said Michael Corelli, Moody's Vice President -- Senior Credit Officer and lead analyst for Russel Metals. Upgrades: Issuer: Russel Metals, Inc. -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3(LGD4) from B1(LGD5) Assignments: Issuer: Russel Metals, Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3(LGD4) Outlook Actions: Issuer: Russel Metals, Inc. -- Outlook, Changed To Stable From Positive Affirmations: Issuer: Russel Metals, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Russel Metals' Ba2 corporate family rating reflects its moderate size and scale, relatively low leverage, good liquidity and the counter-cyclical working capital investment that enhances liquidity in down markets. However, the rating also reflects the company's low profit margins, volatile free cash flow and high dividend payout ratio. In addition, the rating incorporates Russel's exposure to the highly cyclical oil & gas sector and steel price volatility, which have caused high variability in its recent operating results and credit metrics. Russel Metals' operating performance improved substantially in 2017, with its revenues rising by about 28% and its adjusted EBITDA increasing 70% to $262 million versus $154 million in 2016. The significant improvement was the result of higher oil and gas sector capital spending, increased demand from other industrial end markets and improved steel and energy product prices. This led to substantially stronger credit metrics, with its leverage ratio declining to around 2.3x (Debt/EBITDA) in December 2017 from 2.8x in December 2016, and its interest coverage ratio (EBITA/Interest Expense) rising to about 7.2x from 3.5x. Its profitability has also significantly improved with adjusted EBIT margin rising to 6.3% from 3.7%, but still remaining at a low level due to competitive pressures and the low margins inherent in the distribution business model. Moody's anticipates that Russel's operating results and credit metrics will improve further in 2018 supported by moderately improved demand and higher product prices. Therefore, Moody's expect the company to produce adjusted EBITDA in the range of $270 million - $290 million in 2018. Its credit metrics will also continue to strengthen, but this will be tempered by the significant increase in borrowings in 2017 to invest in working capital to support increased demand and the payment of about $94 million in annual dividends. The company's decision to issue $125 million of senior notes will enhance its liquidity and extend its debt maturities, but it will also modestly raise its annual interest costs by about $2 million and reduce its financial flexibility by replacing revolving credit facility borrowings with longer term fixed rate debt. As a result, Moody's anticipate its adjusted leverage ratio will decline to about 2.0x and its interest coverage ratio will decline modestly to about 7.0x at the end of 2018. These metrics are strong for the current rating, but the assigned rating also reflects the company's weak profit margins, its exposure to the highly cyclical oil & gas sector and steel price volatility, and its high dividend payout ratio. Russel Metals' SGL-2 rating reflects its good liquidity profile supported by its $126 million cash balance and $143 million of availability on its primary C$400 million revolving credit facility as of December 31, 2017. The company had $223 million in borrowings and $34 million in letters of credit outstanding. Russel had negative free cash flow of about $185 million in 2017 due to $94 million in dividend payments and about $251 million in investments in working capital to support stronger demand. Moody's expect the company to produce positive free cash flow in 2018 as working capital remains relatively flat, enabling Russel to maintain a good liquidity position. Its liquidity was recently enhanced since it amended and extended the credit facility on February 6, 2018 and increased total borrowing capacity to $450 million from $400 million and extended the maturity to September 2021. Its liquidity will rise by about $125 million more if it completes the proposed $125 million note offering since the proceeds will be used to pay down its revolver borrowings. The stable outlook reflects Moody's expectation that Russel's operating performance and credit metrics will continue to strengthen in 2018 and remain somewhat strong for its rating. Upside rating movement could occur if the company increases its scale and broadens its end market diversity, while sustaining retained cash flow of at least 20% of outstanding debt and an operating margin above 8%. A downgrade is not likely in the near term, but could be considered if Russel's operating results and credit metrics deteriorate substantially. Downside triggers would include a leverage ratio above 4.0x, retained cash flow of less than 15% of outstanding debt or an operating margin below 5%. Russel Metals, headquartered in Mississauga, Ontario, is a leading North American metal distributor with 65 metals service centers and 68 energy products locations in Canada and the US. The company operates in three metal distribution segments. Metals Service Centers (50% of LTM revenue) distributes carbon hot rolled and cold finished steel, pipe and tubular products, stainless steel and aluminum products. Energy Products (39%) distributes oil country tubular goods, line pipe, valves and fittings. Steel Distributors (11%) sells steel in large volumes to steel service centers and large equipment manufacturers. For the LTM period ended December 31, 2017, the company had approximately $3.3 billion in revenues with about 70% of its revenues generated in Canada (all figures are in Canadian dollars unless otherwise noted). The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. RUSSEL METALS: S&P Rates New C$125MM Senior Unsecured Notes 'BB+' ----------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' issue-level rating and '4' recovery rating to Canada-based Russel Metals Inc.'s proposed C$125 million senior unsecured notes issuance. The '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate 35%) recovery for its unsecured noteholders in our simulated default scenario. S&P expects the company will use proceeds from this offering primarily to repay amounts drawn under its corporate revolving credit facility, which totaled close to C$210 million at year-end 2017. S&P said, "Our 'BB+' long-term corporate credit rating and stable outlook on Russel are unchanged following the issuance, which is effectively neutral to the company's credit measures. In our view, the bond issuance and corresponding increase in credit capacity enhance the company's financial flexibility to manage higher working capital requirements, particularly in a rising steel price environment and periods of higher shipment volumes, as they help fund tuck-in acquisitions." The company recently upsized its revolver by C$50 million and extended its maturity to 2021, resulting in C$400 million in total availability (excluding letters of credit). However, the notes issuance also increase the permanence of the company's debt structure for several years, and the potential for higher leverage related to future short-term facility draws. S&P said, "The corporate credit rating primarily reflects our view of Russel's position as one of the largest metals distributions companies in North America, with a strong market position in Canada, a diversified customer base, and historically modest leverage. The rating also takes into account the company's comparatively low margins, and exposure to highly volatile steel prices and energy market conditions that we expect will contribute to fluctuations in Russel's prospective credit measures. Russel ended 2017 with credit measures roughly in line with our expectations, with notable improvement in its energy products segment. Our estimates for 2018 and 2019 are unchanged and do not incorporate the potential for tariffs to be imposed on Canadian steel exports into the U.S., which remains uncertain." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P derives its '4' recovery rating and 'BB+' issue-level rating on the proposed note issuance based on a simulated distress scenario that assumes Russel is restructured as a going concern in 2023. -- In this scenario, S&P derives a gross enterprise valuation of about C$525 million, based on an emergence EBITDA proxy of a little more than C$95 million and 5.5x multiple that is consistent with multiples applied to its peers in the downstream metals and mining sector. -- S&P 's EBITDA proxy is close to its estimate of Russel's fixed charges in the simulated default year, and represents a significant decline relative to the company's EBITDA in 2017. -- S&P assumes the company's secured corporate revolving credit facility is 85% drawn in the simulated default year, and fully covered by the underlying collateral (after 5% administrative expenses). As a result, S&P assumes the remaining net enterprise value is available to senior unsecured creditors, including the proposed notes (which will rank pari passu with Russel's existing notes)." Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: C$95 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): C$498 million -- Valuation split in % (obligors/non-obligors): 100/0 Priority claims (cash flow revolver, 85% drawn): C$346 million -- Total value available to unsecured claims: C$152 million -- Senior unsecured debt claims: C$438 million --Recovery expectations: 30%-50% (rounded estimate 30%) All debt amounts include six months of prepetition interest. Ratings Assigned C$125 million senior unsecured BB+ Recovery rating 4(35%) S&K MACHINEWORKS: Seeks 60-Day Access to Cash Collateral -------------------------------------------------------- S&K Machineworks and Fabrication, Inc., requests the U.S. Bankruptcy Court for the Southern District of Alabama to authorize its use of cash collateral for a period of sixty days. The Debtor needs permission to use cash collateral to pay its expenses in the ordinary course of operating its business, which includes, payments to vendors, suppliers and employees, to those pre-petition critical vendors, and to make adequate protection payments to Regions Bank as ordered by the Court or agreed by the parties. The Debtor obtained a loan in the principal amount of $2,200,000 from REFCO and RCEF. In order to secure Debtor's obligations to RCEF and REFCO under the Master Agreement, the Debtor granted RCEF and REFCO a first priority security interest in its cash collateral and personal property collateral (Loan #1). Regions Bank made a second secured loan to Debtor in the original principal amount of $968,000, which is secured by mortgage liens on real property owned by the Debtor located in Mobile County and Baldwin Count (Loan #2). Regions Bank made a third loan to Debtor in the original principal amount of $100,000 which was increased to the principal amount of $400,000, which is secured by a security interest in all of the accounts of the Debtor (Loan #3). Regions Bank has also extended to Debtor a Business Visa Account (Loan #4). By virtue of that certain Cross-Default and Cross-Collateralization Agreement, Loans #1, #2, #3, and #4 were cross-collateralized so that all collateral for each of Loans #1, #2, #3, and #4 became security, jointly and severally, for any and all amounts due under each of the Loans. Regions Bank, through its counsel, has consented to the Debtor's use of cash collateral. Accordingly, the Debtor proposes to pay Regions Bank the amounts of: $11,000 per month on the last day of February 2018 and March 2018. $12,500 per month on the last day of April 2018, and May 2018, $13,500 per month on the last day of June 2018 and July 2018, and $14,500 on the last day of August 2018 and each month thereafter, until either a reorganization plan is confirmed or this case is dismissed or converted, whichever occurs first. The Debtor will maintain insurance on all collateral and will pay all property taxes on Region Bank's collateral which are due and payable subsequent to the Petition Filing Date. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/alsb18-00543-7.pdf About S&K Machineworks and Fabrication S&K Machineworks and Fabrication, Inc., a/k/a Coastal Industrial Fabrication -- http://www.skmachineworks.com/-- offers CNC machining, conventional machining, and fabrication services. These services include pump repair, shaft repair, gear box rebuilding, reclamation of mechanical parts associated with heavy equipment, valve repair, and fabrication. The Company's facility is divided into a CNC shop of 6,000 sq-ft., a conventional machine shop of 2,000 sq-ft., a fabrication shop of 20,000 sq-ft., a 2,400 sq-ft. facility dedicated to all stainless steel fabrication work, a 2400 sq-ft. coating/painting shop, 1,200 sq-ft. of office space, and 800 sq-ft. chemical storage area. The Company is headquartered in Bay Minette, Alabama. S&K Machineworks and Fabrication sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 18-00543) on Feb. 12, 2018. In the petition signed by Bill Kinggard, president, the Debtor had $1.83 million in total assets and $4.25 million in total liabilities. The Debtor is represented by Irvin Grodsky, Esq. at Irvin Grodsky P.C. SAMBILL LLC: Hires Willis & Wilkins as Counsel ---------------------------------------------- Sambill, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Willis & Wilkins, L.L.P., as counsel to the Debtor. Sambill, LLC requires Willis & Wilkins to: a. give the Debtor legal advice with respect to its power and duties as Debtor-in-possession in the continued operation of its personal management of its property; b. take necessary action to collect property of the estate and file suits to recover the same; c. represent the Debtor as Debtor-in-possession in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; d. prepare on behalf of the Debtor as Debtor-in-possession necessary applications, answers, orders, reports and other legal papers; e. object to disputed claims; and f. perform all other legal services for the Debtor as Debtor- in-possession which may be necessary in the bankruptcy case. Willis & Wilkins will be paid at the hourly rate of $375. Willis & Wilkins will be paid a retainer in the amount of $17,500. Willis & Wilkins will also be reimbursed for reasonable out-of-pocket expenses incurred. James S. Wilkins, a partner at Willis & Wilkins, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Willis & Wilkins can be reached at: James S. Wilkins, Esq. WILLIS & WILKINS, L.L.P. 711 Navarro Street, Suite 711 San Antonio, TX 78205-1711 Tel: (210) 271-9212 Fax: (210) 271-9289 About Sambill, LLC Sambill, LLC, based in Boerne, Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50345) on Feb. 17, 2018. In the petition signed by Sam Bournias, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Craig A. Gargotta presides over the case. James S. Wilkins, Esq., at Willis & Wilkins, L.L.P., serves as bankruptcy counsel to the Debtor. SHREE SWAMINARAYAN: Committee Hires Fox Rothschild as Attorney -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Shree Swaminarayan Satsang Mandal, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to retain Fox Rothschild LLP, as attorney to the Committee. The Committee requires Fox Rothschild to: a. provide legal advice to the Committee with respect to its powers and duties in all matters pertaining to the bankruptcy case; b. prepare, on behalf of the Committee, all necessary applications, motions, answers, orders, reports and other legal papers required or appropriate in connection with the bankruptcy case; c. analyze the Debtor's financial condition to determine the best course of action to follow in order to achieve the best possible outcome for all creditors; d. appear in Court and protect the interest of the Committee and all unsecured creditors; e. represent the Committee in any adversary proceedings whether commenced by it or against it in connection with the bankruptcy case; and f. perform all other legal services for the Committee that may be reasonable or necessary in the bankruptcy case in the exercise of its duties to represent the interests of all general unsecured creditors. Fox Rothschild will be paid at these hourly rates: Partners $265 to $875 Counsel $160 to $895 Associates $210 to $575 Paralegals $130 to $400 Fox Rothschild will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark E. Hall, a partner at Fox Rothschild, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Fox Rothschild can be reached at: Mark E. Hall, Esq. Paul J. Labov, Esq. Joseph A. Caneco, Esq. FOX ROTHSCHILD LLP 49 Market Street Morristown, NJ 07960-5122 Tel: (973) 992-4800 Fax: (973) 992-9125 E-mail: mhall@foxrothschild.com plabov@foxrothschild.com jcaneco@foxrothschild.com About Shree Swaminarayan Satsang Mandal Shree Swaminarayan Satsang Mandal Inc. filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-42100) on Sept. 26, 2017. At the time of filing, the Debtor estimated less than $1 million both in assets and liabilities. On Dec. 6, 2017, the case was transferred to the U.S. Bankruptcy Court for the District of New Jersey and was assigned a new case number (Case No. 17-34558). Judge Michael B. Kaplan presides over the case. The Debtor tapped Andrew J. Kelly, Esq., at The Kelly Firm, P.C., and Joyce W. Lindauer, Esq., and Sarah M. Cox, Esq., at Joyce W. Lindauer Attorney, PLC, as counsel. The Official Committee of Unsecured Creditors formed in the case retained Fox Rothschild LLP, as attorney. SOUTH COAST: Selling 314 LyondellBasell Shares for Market Value --------------------------------------------------------------- South Coast Supply Co. asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of its 314 shares of Class A common stock in LyondellBasell Industries N.V. for the current market value. A hearing on the Motion is set for March 26, 2018 at 10:30 a.m. Objections, if any, must be filed within 21 days of the date the Motion was served. The Debtor scheduled the Shares in Schedule A/B. The scheduled value was $33,595, based on the share price of $107 on Dec. 17, 2017. As of the filing of the Motion, the value of the Shares is roughly $39,000. The Debtor has an outstanding revolving loan with Briar Capital, L.P., and Briar Capital Working Capital Fund, LLC has filed a proof of claim in the amount of $2,563,191 as a secured creditor and asserts that it has a first lien in and against all of the Debtor's assets including, but not limited to, the Shares. As a result, the cash revenues received by the Debtor from the sale of the Shares are the cash collateral of Briar Capital. The Agreed Second Interim Order Authorizing Use of Cash Collateral Nunc Pro Tunc was entered Feb. 26, 2018, and a final hearing on authority to use cash collateral is set on March 12, 2018. The Debtor has discussed the sale of the Shares with Briar Capital and has agreed that the proceeds of the sale will be deposited into a segregated account and will not be disbursed unless and until: (i) the Debtor obtains the prior written consent of Briar Capital; (ii) the Court enters an order directing the disbursement; or (iii) disbursement is required pursuant to a confirmed plan of reorganization. Accordingly, Briar Capital’s lien rights are adequately protected. No other creditor has a lien or claim to the Shares. The purchase price of the Shares will be the highest price obtainable, because they will be sold on the New York Stock Exchange for the current market value. As such, the Debtor believes that purchase price will be fair and reasonable, and the relief sought is in the best interest of the estate and its creditors. The Creditor: BRIAR CAPITAL WORKING CAPITAL FUND, LLC 1500 CityWest Blvd. Suite 560 Houston, TX 77042-2351 BRIAR CAPITAL, L.P. 1500 CityWest Blvd. Suite 560 Houston, TX 77042-2351 About South Coast Supply Founded in 1972 and headquartered in Houston, Texas, South Coast Supply Company -- http://www.southcoastsupply.com/-- is a distributor of industrial equipment including flanges, weld fittings, long weld necks, OD & ID heads, pipe, valves, pressure fittings and piping accessories. South Coast is a dependable supply source for engineering/construction, vessel fabricators, heat exchanger industry, original equipment manufacturers (OEM), industrial contractors, gas transmission companies, mechanical contractors, water/wastewater industry and companies in oil and gas exploration/processing industries in the U.S. and export market. South Coast Supply Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Steven Mark Gray, CEO. Judge Karen K. Brown presides over the case. Miles H. Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's bankruptcy counsel. SOUTHSIDE CHURCH: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Southside Church of Christ of Jacksonville, Inc. as of March 9, according to a court docket. About Southside Church of Christ of Jacksonville Inc. Southside Church of Christ of Jacksonville, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00219) on January 24, 2018. In its petition signed by Harold A. Rollinson, president, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Jerry A. Funk presides over the case. SPRINGLEAF FINANCE: Moody's Rates New $1.25BB Sr. Unsec. Notes B2 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the new seven-year senior unsecured notes in the amount of $1.25 billion issued by Springleaf Finance Corporation, a subsidiary of OneMain Holdings, Inc. The rating outlook is positive. In the same rating action, Moody's assigned the following provisional ratings to OneMain Holdings' shelf program filed on November 7, 2017, under which the new notes were issued: Springleaf Finance Corporation: Gtd Senior Unsecured Shelf -- (P)B2 Gtd Subordinated Shelf -- (P)B3 Gtd Junior Subordinated Shelf -- (P)Caa1 Gtd Senior Unsecured Regular Bond/Debenture, Assigned B2, positive OneMain Holdings, Inc.: The assigned provisional ratings for each debt class are shown as non-backed (assuming no guarantee from Springleaf Finance Corporation). Should the debt securities issued by OneMain Holdings, Inc. be guaranteed by Springleaf Finance Corporation, the ratings would be equalized with those of Springleaf Finance Corporation. Senior Unsecured Shelf -- (P)Caa1 Subordinated Shelf -- (P)Caa2 Junior Subordinated Shelf-- (P)Caa3 RATINGS RATIONALE The B2 rating assigned to Springleaf Finance's new notes is based upon terms and conditions that are consistent with the issuer's existing senior unsecured debt. New notes will rank pari passu with all existing senior notes of Springleaf Finance and will mature in 2025. Springleaf Finance intends to use the proceeds from the offering for general corporate purposes, which may include a partial redemption of OneMain Financial Holdings, LLC's ("OneMain Financial") 7.25% Senior Notes due 2021 and other debt repurchases. OneMain Holdings' corporate family rating of B2 reflects its improved capitalization, liquidity, and funding profile since the acquisition of OneMain Financial in November 2015. Factors presently constraining the rating at B2 include OneMain Holdings' still elevated leverage and substantial acquisition-related charges, which have pressured its earnings and delayed deleveraging through earnings retention. The positive outlook on the ratings reflects Moody's expectation that OneMain Holdings' earnings will continue to strengthen in the next few quarters as a significant portion of the acquisition-related charges abates, and that the company will continue to improve its capitalization through earnings retention. OneMain Financial's senior unsecured debt is rated B1, one notch higher than the consolidated company's CFR. This is due to OneMain Financial's solid capitalization, as well as the bond indenture covenants that impose restrictions on leverage and limit shareholder distributions that could otherwise weaken OneMain Financial's capital buffer. Springleaf Finance's senior unsecured debt is rated B2, one notch below OneMain Financial's senior unsecured rating. Springleaf Finance's debt does not have structural protections in its indenture covenants like OneMain Financial's. Also reflected in the rating differentiation is Moody's view that Springleaf Finance has a weaker capitalization given a relative size of the intercompany note receivable created upon the acquisition of OneMain Financial. Factors that could lead to an upgrade: OneMain Holdings' corporate family rating could be upgraded if OneMain Holdings 1) continues its progress toward de-leveraging through earnings retention by achieving a ratio of tangible common equity to tangible managed assets in excess of 10%; 2) demonstrates consistently strong earnings with an average annual return on assets of at least 2%; 3) continues to maintain a strong liquidity profile with an ample availability under its warehouse facilities and balanced debt maturities. Springleaf Finance's and OneMain Financial's ratings will be closely aligned with those of OneMain Holdings and, therefore, would likely be upgraded together with the ratings of the holding company. Factors that could lead to a downgrade: The outlook could be revised to stable if OneMain Holdings' future earnings prove to be weaker than anticipated, which would delay further deleveraging. The outlook could also be revised to stable if the company chooses not to de-lever through earnings retention, pursuing instead a more aggressive financial policy through capital distributions. Moody's might downgrade the ratings if OneMain Holdings' financial performance meaningfully deteriorates, resulting in financial losses and equity erosion, or if the company increases its leverage. Moody's might also downgrade the ratings in case of weakening of the company's underwriting criteria in order to pursue an aggressive loan portfolio growth. Springleaf Finance's and OneMain Financial's ratings will be closely aligned with those of OneMain Holdings and, therefore, would likely be downgraded together with the ratings of the holding company. In addition, negative rating pressure could develop on OneMain Financial's ratings if its leverage increases substantially, or if the structural protections afforded to it through its debt indenture covenants were weakened and no longer provided the credit protection they do. SS&C TECHNOLOGIES: S&P Assigns 'BB' Rating on Term Loan B-3 & B-4 ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Windsor, Conn.-based SS&C Technologies Inc.'s $5.045 billion term loan B-3, and its 'BB' issue-level rating and '3' recovery rating to SS&C European Holdings S.A.R.L.'s $1.8 billion term loan B-4. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of default. The 'BB' issue-level and '3' recovery ratings on the existing term loan B-1 ($528 million balance at close) and term loan B-2 ($8 million balance at close) are unchanged. Though the $6.845 billion total amount of these new issuances is higher than the $6.13 billion cited in our Feb. 27, 2018, report, the incremental proceeds will be used to repay existing term loan B lenders who opted into the new term loan B issuances. There is no material change to the total term loan B amounts from what S&P Global Ratings previously rated. All other ratings on the company are unchanged. RATINGS LIST SS&C Technologies Inc. Corporate Credit Rating BB/Negative/-- New Ratings SS&C Technologies Inc. Senior Secured $5.045 bil term loan B-3 due 2025 BB Recovery Rating 3 (50%) SS&C European Holdings S.A.R.L. Senior Secured $1.8 bil term loan B-4 due 2025 BB Recovery Rating 3 (50%) STAG INDUSTRIAL: Fitch Affirms BB+ Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed the ratings of STAG Industrial, Inc. (NYSE: STAG) and its operating partnership STAG Industrial Operating Partnership, L.P. (collectively, the company), including the Long-Term Issuer Default Ratings (IDRs), at 'BBB'. Fitch has also assigned a 'BBB' rating to the previously announced $150 million committed term loan STAG plans to draw down during the first half of 2018 (1H18) and the $20 million unsecured notes due February 2027. Fitch's ratings for STAG reflect the company's credit strengths, which include appropriate leverage and fixed charge coverage metrics for the rating, solid liquidity, a sizable unencumbered asset pool and improving access to unsecured debt capital. Fitch expects STAG to operate through the cycle with metrics that are appropriate for the 'BBB' rating, including net debt to annualized recurring EBITDA (adjusted for partial period investments) sustaining in the mid 5.0x range and fixed charge coverage above 3.0x. KEY RATING DRIVERS Appropriate Leverage: Fitch projects the company will sustain leverage around 5.5x during the next three years on an annualized basis, which is within the company's stated operating band of 5x-6x. Fitch estimates that STAG's leverage was 4.9x based on an annualized run rate of recurring operating EBITDA for the quarter ending Dec. 31, 2017 and 5.3x for FY2017. The company's leverage increases to 5.6x after including the company's preferred stock, which is given 50% equity credit. Single Tenant Focus: STAG has a differentiated strategy with regard to both its product and market focus compared to other public REIT peers in the industrial property sector. Its portfolio consists of single tenant asset buildings versus multi-tenant buildings that other REITs pursue. This focus creates incremental risk in that there is more of a binary outcome in STAG's portfolio; each building is either 100% leased or 0% leased. Therefore, a partial impact when an individual tenant vacates its space does not exist in the same manner that it does for multi-tenant buildings, where the remainder of the building is still occupied. However, this market concentration also presents opportunities from the perspective that there is less competition and the other players in the space tend not to be as sophisticated or well-capitalized as typical institutional buyers, which creates enhanced pricing and return potential. Moreover, STAG's ownership of an entire portfolio of these types of buildings creates a mitigating effect, where it has approximately 95% overall occupancy that its smaller, less capitalized competitors in the space cannot replicate. The company's management team focuses on the binary aspect of the cash flow of individual, single-tenant, industrial properties and the opportunity for cash flow growth across markets, industries, segments and property sizes. This differentiated business model is thoughtful in its considerations of leasing, asset management, credit and capital market funding, which Fitch views favorably. STAG's growth strategy on the acquisition of single tenant industrial buildings, includes warehouse/distribution properties (89.3% of annualized base rent (ABR)), manufacturing assets (8.1%) and flex/office space (1.3%). The company's emphasis on relative value has predominantly led it to acquire properties in secondary markets throughout the United States by sourcing third party purchases and structured sale-leasebacks. Such transactions typically range in price from $5 million to $50 million. The company has only minimal exposure to what market participants generally consider 'core' U.S. industrial and logistics markets, which include Chicago, Los Angeles/Inland Empire, Dallas - Fort Worth, Atlanta and New York/Northern New Jersey. Fitch views this as a credit negative, all else equal, given superior liquidity characteristics for industrial assets in these 'core' markets both in terms of financing capacity and transaction volumes. However, the portfolio's granular geographic diversity should help reduce cash flow volatility; STAG's top 10 markets comprise less than half (45.8%) of total annualized base rent (ABR), with no market representing greater than 10%. Differentiated Strategy within Fragmented Market: In addition to the company's focus on relative value across the top 60 markets, where it believes more attractive pricing and consequently higher potential returns can be found, STAG further looks to differentiate itself by exploiting the fragmented nature of its market approach. Its current market share in target markets is less than 1% of the $250 billion single-tenant industrial market, providing growth opportunities in the company's target asset class. The company presently has approximately a 40/50/10 allocation to primary, secondary and tertiary markets, respectively. At Dec. 31, 2017, secondary markets comprised the plurality of STAG's portfolio (49.9% of annualized base revenue), followed by primary markets (42.4%) and tertiary markets (7.7%). The company defines primary markets as the 34 largest industrial metropolitan areas, which each have approximately 200 million or more in net rentable square footage. Secondary industrial markets have net rentable square footage ranging from approximately 25 million to approximately 200 million and tertiary markets are those with less than 25 million square feet of net rentable industrial square footage. Limited Organic Growth: Fitch expects STAG's same store net operating income (SSNOI) to be flat to slightly positive through Fitch projection period as occupancy losses offset solidly positive leasing spreads. STAG's SSNOI growth will likely trail its industrial REIT peers due to the company's strategy of acquiring 100% occupied single-tenant industrial buildings. As the company grows larger and its acquisitions season, the law of large numbers essentially pulls STAG's portfolio occupancy rate closer to market (roughly 93% to 95%). However, the same-store pool only represents approximately two-thirds of the company's existing portfolio and it averages annual rent escalations of ~2%; therefore, Fitch projects the total existing in-place portfolio to experience internal growth of ~1% for FY2018. STAG is generally compensated for this occupancy loss through higher going-in yields for acquisitions. The company's leasing spreads and tenant retention rates are generally in-line with its peers, which Fitch views as alternative measures of portfolio quality and functionality. STAG's cash SSNOI declined by -0.4% during the fourth quarter of 2017 (4Q17) and -0.1% for the year ended 2017. This follows positive 2.6% and 0.6% SSNOI growth during 2016 and 2015, respectively, which reversed a negative trend that included SSNOI declines of 2.3% and 2.2% in 2014 and 2013, respectively. STAG retained 59% of its expiring leased square footage for the year ended Dec. 31, 2017, which was lower than the company's long-term average of 70% but was related to certain operational decisions made over the course of the year to let specific leases expire in order to generate higher rental rates or opportunistic vacant property sales. The result was a decrease in tenant retention to 59% from 73% in 2017 but with minimal impact to occupancy and stronger rent growth expectation prospectively. Improving Capital Access: STAG's issuances of senior unsecured notes in July 2014, October 2014, December 2014, February 2015 and December 2015 have been important milestones in the company's transition to a predominantly unsecured borrowing strategy, evidencing broader access to unsecured debt capital. However, STAG's unsecured debt capital access remains somewhat less established than similarly rated peers pending an inaugural public unsecured bond offering and further private placement issuance. Prior to the company's inaugural private placement issuance, STAG's unsecured borrowings were limited to three bank term loans, as well as drawdowns under the company's unsecured revolver. However, the company continues to moves towards an entirely unsecured debt strategy with only $59 million of mortgage debt (~5.0% of total debt) remaining in its capital structure. Solid Portfolio Diversification: STAG's portfolio has good diversification from a geographic perspective with no market comprising as much as 10% of ABR. At Dec. 31, 2017, Philadelphia had the highest concentration of any market at 9.9% of ABR; the company's top 10 markets only comprise 45.8% of ABR. Likewise, STAG has strong tenant diversification; its largest tenant, General Services Administration only represents 2.6% of annualized base rent and the top 10 tenants only comprise 13.9% of ABR. In addition, STAG has reasonable industry diversification among its tenant base, although it does have moderate concentration in its highest represented industries with automotive at 13.8% of ABR and air freight & logistics at 12.5% of ABR. Straightforward Business Model: STAG has not made investments in ground-up development or unconsolidated joint venture partnerships, in contrast to many of its industrial REIT peers. The absence of these items helps simplify the company's business model, improve financial reporting transparency and reduce potential contingent liquidity claims, which Fitch views positively. Preferred Stock Notching: The two-notch differential between STAG's IDR and preferred stock rating is consistent with Fitch's criteria for a U.S. REIT with an IDR of 'BBB'. These preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. DERIVATION SUMMARY STAG's ratings reflect the issuer's sound portfolio of industrial real estate that is well distributed across the United States with a solid management team and leverage that is relatively low for the rating category. The company has a relatively simple business model with minimal exposure to joint ventures or development risk. These strengths are partially offset by lower anticipated organic growth than industrial peers due to its single tenant asset concentration. STAG possesses a smaller portfolio relative to higher rated industrial REIT peers, such as Prologis and Duke Realty with weaker demonstrated access to capital than these companies. However, STAG does exhibit stronger diversification, more conservative financial policies and potentially less volatility than lower rated industrial peers, Rexford and Terreno. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- SSNOI growth in the 1%-2% range over the forecast period; -- Acquisitions of $600 million, $650 million, $750 million, and $800 million in 2018, 2019, 2020, and 2021, respectively; -- Dispositions of $200 million to 250 million annually; -- Equity issuance of $150 million in 2018, $250 million in 2019, and $300 million in 2020 and 2021. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Leverage calculated on an annualized basis adjusted for acquisitions sustaining below 5.0x (leverage was 5.3x as of Dec. 31, 2017); -- Further expansion of STAG's unsecured debt capital access; -- Fixed charge coverage sustaining above 4.0x (coverage was 4.1x for the year ended Dec. 31, 2017). Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Indications that STAG's property portfolio is not competing effectively within its markets, which could include below market leasing velocity and rent growth and weak SSNOI growth for seasoned acquisitions; -- Fitch's expectation for leverage sustaining above 6x; -- Fixed charge coverage sustaining below 3.0x; -- Unencumbered assets to net unsecured debt of below 2.0x. LIQUIDITY Adequate Liquidity: Fitch calculates that STAG's liquidity coverage is 1.3x for the period from Jan. 1, 2018 to Dec. 31, 2019. This results in a liquidity surplus of ~$105 million, assuming the company draws on the delayed draw term loan before July 2018. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the revolving credit facility, and expected retained cash flows from operating activities after dividend payments) divided by uses of liquidity (debt maturities and recurring capital expenditures), adjusting for known pro forma activities. FULL LIST OF RATING ACTIONS Fitch has affirmed STAG's ratings: STAG Industrial, Inc. -- Issuer Default Rating (IDR) at 'BBB'; -- Preferred stock at 'BB+'. STAG Industrial Operating Partnership, L. P. -- IDR at 'BBB'; -- Unsecured revolving credit facility at 'BBB'; -- Unsecured term loans at 'BBB'; -- Unsecured notes at 'BBB'. The Rating Outlook is Stable. STOP ALARMS: Trustee Selling/Abandoning Personal Property --------------------------------------------------------- Michael E. Collins, the Chapter 11 Trustee of Stop Alarms Holdings, Inc. and Stop Alarms, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize him (i) to sell personal property by auction; and (ii) to employ Morris Realty & Auction Group, LLC to conduct auction sales of the auction property; (iii) to sell other personal property by private sale to Titan Low Voltage, LLC for $2,500; and (iv) to abandon unsold property; and (v) to destroy records of the Debtors relating to historical account. On Feb. 7, 2018, the Court entered the Sale Order under which the Trustee was authorized to sell substantially all the Debtors' operating assets to Frase Protection, Inc. The Term Sheet that was approved by the Sale Order gave Frase the option to take or not take certain personal property assets of the Debtor. The sale of assets to Frase has now closed and the estate retains certain personal property, including furniture, equipment, vehicles and inventory, which Frase has elected not to take. The Trustee asks authority to sell certain of these retained assets through an auction process. The Auction Property is listed as Exhibit A. He asks that the Court approves Morris to conduct this auction process free and clear of liens, with such liens attaching to the proceeds of the sale of the collateral. The sale of the Auction Property should be approved as an exercise of the Trustee's business judgment. The Trustee believes that an auction sale of the Auction Property will maximize the value of this property for the Debtors' estates. Morris proposes to charge a non-estate buyer's premium of 10% to be retained by Morris and not included in the funds to be turned over to the Trustee. In addition, Morris will receive a 5% commission on the gross sales plus reimbursement for actual expenses. Morris shall be paid the commission and expense reimbursement only after application to and approval of such amounts by the Court. Additionally, Morris will assist with the destruction of the records and will be compensated for such services. The Trustee further asks authority to sell the Private Sale Property to Titan pursuant to private sale for $2,500. The Private Sale Property is listed as Exhibit B. The sale of the Private Sale Property should be approved as an exercise of the Trustee's business judgment. The Private Sale Property are parts manufactured by Siemens. Only monitoring companies who use this brand of parts would have an interest in purchasing them. Given this limited market, the Trustee is skeptical of the success of an auction sale of the Private Sale Property. The Trustee believes that a private sale to Titan of the Private Sale Property without paying auctioneer fees or other sale-related charges is in the best interest of the estates. The Trustee asks that the Court approves the private sale of the Private Sale Property free and clear of liens, with such liens attaching to the proceeds of the sale of the collateral. The Debtors' personal property assets, including the Auction Property and the Private Sale Property, with the exception of their vehicles, are subject to the perfected liens of Bernard Carney Jr. and Bernard Carney, III. The Carneys have agreed to waive their security interests in the Auction Property and the Private Sale Property. Although the Trustee is optimistic that the auction of the Auction Property by Morris will result in the sale of all of the Auction Property, there is a chance that no bids may be registered for some of the Auction Property. If this occurs, he asks approval to abandon such Abandonable Property because it has inconsequential value to the Debtors' estates. Additionally, there are certain records relating to customer contracts that are no longer necessary to the administration of the estates and need to be destroyed in a manner that ensures the privacy interests of the customers are protected. To deal with these Records, the Trustee has contacted Morris to shred the Records. The Trustee asks that the Court approves Morris' destruction of the Records. A copy of Exhibits A and B attached to the Motion is available for free at: http://bankrupt.com/misc/Stop_Alarms_221_Sales.pdf The Creditors: Bernard J. Carney III 8001 Centerview Parkway Suite 103 Cordova, TN 38018-4276 Bernard J. Carney Jr. 8001 Centerview Parkway Suite 103 Cordova, ATN 38018-4276 The Auctioneer: MORRIS REALTY & AUCTION GROUP, LLC 2133 Whitten Road, Memphis, TN 38133 About Stop Alarms Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc., and affiliate Stop Alarms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. Patrick Massey, president, signed the petitions. The cases are jointly administered. Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. Alexander Thompson Arnold PLLC is the Debtors' public accountants. An official committee of unsecured creditors has not been appointed in the Chapter 11 cases. STYLES FOR LESS: Hires Hilco IP as IP Consultant ------------------------------------------------ Styles For Less, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Hilco IP Services, LLC d/b/a Hilco Streambank, as intellectual property consultant to the Debtor. Styles For Less requires Hilco IP to: a. collect, secure, and analyze all available information and data concerning the IP; b. prepare marketing materials, subject to the Debtor's prior approval, to inform potential purchasers of the availability of the IP for sale, assignment, license, or other disposition; c. advise the Debtor on a proposed purchase price and form of consideration for the IP; d. develop and execute a sales and marketing program designed to elicit proposals to acquire the IP from qualified acquirers with a view toward completing one or more sales, assignments, licenses, or other dispositions of the IP ("Transaction") following an auction or auctions under Section 363 of the Bankruptcy Code (the "Auction"); e. identify and contact selected qualified buyers ("Buyers" and individually, "Buyer") for a Transaction; f. assist the Debtor in arranging for potential Buyers to conduct due diligence investigations; d. assist the Debtor in connection with the conduct of the Auction and the transfer of the IP to the Buyer(s) who offer the highest or otherwise best consideration for the IP, as determined by the Court; and e. execute of all other marketing and sales activities related to the IP. Hilco IP will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Hilco IP will also be reimbursed for reasonable out-of-pocket expenses incurred. David Peress, executive vice president of Hilco IP Services, LLC d/b/a Hilco Streambank, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hilco IP can be reached at: David Peress HILCO IP SERVICES, LLC D/B/A HILCO STREAMBANK 1500 Broadway, Suite 810 New York, NY 10036 Tel: (212) 610-5663 About Styles For Less Styles For Less, Inc., a "fast fashion" company, offers trend seekers the hottest styles of clothing, shoes, accessories and more at discounted prices. In the past 20 years the company has grown to more than 160 store locations. Styles For Less was founded in 1992 and is based in Anaheim, California. Styles For Less filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14396) on Nov. 6, 2017. The Debtor estimated assets and debt of $10 million to $50 million. The Hon. Mark S Wallace is the case judge. The Debtor tapped Winthrop Couchot Golubow Hollander, LLP, as counsel. Peter C. Anderson, U.S. Trustee for the Central District of California appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. TRINQUILITY CORP: Hires Hatillo Law as Counsel ---------------------------------------------- Trinquility Corp. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Hatillo Law Office, PSC, as counsel to the Debtor. Trinquility Corp. requires Hatillo Law to: a. give the Debtor legal advice with respect to its powers and duties as debtor in possession in the continued operation of its business and management of its property; b. prepare on behalf of the Debtor as debtor in possession necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor as debtor- in-possession which may be necessary, and it is necessary for the Debtor as debtor-in-possession to employ an attorney for professional services. Hatillo Law will be paid at these hourly rates: Attorneys $250 Paralegals $50 Law Clerks $50 Hatillo Law will be paid a retainer in the amount of $6,202. Hatillo Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Jaime Rodriguez Perez, a partner at the Hatillo Law Office, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hatillo Law can be reached at: Jaime Rodriguez Perez, Esq. HATILLO LAW OFFICE, PSC Urb. Rexville, BB021 Calle 38 Bayamo, PR 00938 Tel: (787) 797-4174 Fax: (638) 9704 E-mail: jaime_rodriguez_perez@yahoo.com About Trinquility Corp. Trinquility Corp. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-00738) on Feb. 12, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Jaime Rodriguez Perez, Esq., at Hatillo Law Office, PSC. UNITED CHARTER: Hires Mok Accountancy as Accountant --------------------------------------------------- United Charter LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Mok Accountancy Corporation, as accountant to the Debtor. United Charter requires Mok Accountancy to: (a) prepare monthly operating reports; and (b) prepare tax returns for the within Chapter 11 bankruptcy estate. Mok Accountancy will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Marco Yee, partner of Mok Accountancy Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mok Accountancy can be reached at: Marco Yee MOK ACCOUNTANCY CORPORATION 181 2nd Ave., Suite 688 San Mateo, CA 94401 Tel: (650) 342-2121 About United Charter LLC United Charter LLC, owner of certain properties in Stockton, California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-22347) on April 7, 2017. In the petition signed by Raymond Zhang, managing member, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. The case is assigned to Judge Ronald H. Sargis. The Debtor is represented by Jeffrey J. Goodrich, Esq., at Goodrich & Associates. UNIVERSAL LAND: March 28 Auction Includes Additional Real Property ------------------------------------------------------------------ Universal Land & Livestock, LLC, asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the sale of a portion of its real estate located in Vermillion County, Indiana, consisting of approximately 1,044 gross acres, at auction. The Debtor owns the Additional Real Estate. On Jan. 5, 2018, the Debtor filed its Motion Pursuant to 11 U.S.C. Section 363 for an Order Authorizing and Approving the Sale of Debtor's Real Estate to Hicks Farms, Inc., Free and Clear of Liens, Claims, Interests, and Encumbrances with Valid Liens to Attach to Sale Proceeds which was granted by the Court. Subsequently, Hicks Farm gave notice of termination of the Real Estate Purchase Agreement pursuant to Section 3 thereof due to its lack of ability to timely secure funding to meet the closing deadlines. On Feb. 20, 2018, the Debtor obtained Court approval to sell approximately 2,300 acres or real estate owned by the Debtor at auction, and obtained Court approval to retain Lowderman Auction & Real Estate to conduct the Auction. The Debtor desires to maintain the services of the Auctioneer to conduct and hold an auction of the Real Estate under the same Employment Order. The Auction of the Real Estate is scheduled for March 27, 2018. By the Motion, the Debtor asks to include and sell the Additional Real Estate at the Auction, free and clear of all liens, claims, interests and encumbrances. The Auction and marketing will be at the Auctioneer's discretion with timely advertising. The estimated advertising budget will be $80,000 which will be prorated between the sale of the equipment, livestock and frozen genetics of the Debtor, as well as assets belonging to Mark and Jame Krieger and Krieger Farms. The Debtor, with the assistance of the Auctioneer and the cooperation of all creditors, will take extensive efforts to contact all known possible parties that might be interested in purchasing the Additional Real Estate at the Auction. Pursuant to this Sale Motion, the Debtor asks an Order to transfer the Additional Real Estate as a legal, valid and effective transfer of the Additional Real Estate which will vest the Purchaser with all right, title and interest in the Additional Real Estate free and clear of any liens and claims of any and every kind or nature whatsoever. The Debtor believes the sale of the Additional Real Estate is in the best interest of the estate and creditors. First Financial Bank is the only lienholder with respect to the Additional Real Estate other than potential real estate taxes which will be paid at closing. The Debtor also asks that if no objections are filed or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About Universal Land Universal Land & Livestock, LLC, owns and operates a cattle-fishing operation located in Vermillion County, Indiana. The cattle finishing business includes a cow/calf operation in house breeding, and finishing cattle off to market weight fats. The Company owns 3,800 acres of farm ground located in Vermillion County, Indiana; Vigo County, Indiana; and Edgar County, Illinois. Universal Land filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-80750) on Nov. 9, 2017. In the petition signed by Peter Krieger, partner, the Debtor estimated its assets and debt at between $10 million and $50 million. Judge Jeffrey J. Graham presides over the case. John Joseph Allman, Esq., and David R. Krebs, Esq., at Hester Baker Krebs LLC, serve as the Debtor's bankruptcy counsel. W. W. CONSTRUCTION: Granite Buying 2005 Trailking Trailer for $19K ------------------------------------------------------------------ W. W. Construction, LLC, filed with the U.S. Bankruptcy Court for the District of Oregon a notice of its sale of a 2005 Trail King trailer, plate number HU84584, VIN 1TKA048255M050810, Title Number 1607547903, to Granite Excavation, Inc., for $19,000. A hearing on the Motion is set for March 28, 2018 at 9:00 a.m. Objections, if any, must be filed within 21 days the Notice was served. The Debtor's estimated value of $25,000 on its Schedule A/B. It does not need the 2005 Trail King trailer for its reorganization and would benefit from the immediate cash infusion. Any competing bids must be submitted no later than March 15, 2018, and must exceed the Buyer's offer by at least $5,000. About W. W. Construction W. W. Construction, LLC, is a family owned and operated business founded in 1988 and is headquartered in Newport, Oregon. Acting as a general and sub contractor, W. W. Construction provides excavating, site work and underground utilities for projects located across the Northwest. W. W. Construction filed a Chapter 11 petition (Bankr. D. Ore. Case No. 18-60234) on Jan. 29, 2018. In the petition signed by Beth Wheeler, managing member, the Debtor estimated $1 million to $10 million both in assets and liabilities. The case is assigned to Judge David W Hercher. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, is the Debtor's counsel. WALKING CO: Gets Interim Order to Access $57.3M Bankr. Financing ---------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving on an interim basis, The Walking Company Holdings' motion to approve debtor in possession financing, approving postpetition financing, and authorizing use of cash collateral. The lead borrower is The Walking Company (the 'Lead Borrower' or 'TWC'), and the remaining borrowers are Footsmart, and Big Dog USA, ('Bi Do'). The Walking Company Holdings is party to the DIP Facility as the parent. BankruptcyData cited the motion as noting that "[T]he Debtors seek authority to consummate a new $57.25 million senior, secured debtor-in-possession financing facility (the 'DIP Facility') with Wells Fargo Bank, National Association on the terms set forth in the DIP Agreement, consisting of a revolving facility in an amount up to $50 million and a term loan facility in an amount up to $7.25 million. The proceeds of the DIP Facility will be used to repay the existing Prepetition Revolving Credit Obligations and Prepetition Term Loan Obligations, and to provide continued access to financing for the Debtors on a postpetition basis pending consummation of the Debtors' chapter 11 reorganization plan. Revolver borrowings under the DIP Facility for purposes of the Interim Order shall not exceed $25 million. The term loan under the DIP Facility is subject to entry of the Final Order. All Obligations under the Term Loan shall bear interest on the Daily Balance thereof at a rate per annum equal to the Term Loan Interest Rate (i.e., greater of (A) LIBOR Rate and (B) 1% plus (ii) 10.50%). Usual and customary commitment and Letter of Credit fees for facilities of this type and purpose, including a closing fee of $250,000 payable to the DIP Agent on account of the revolving facility and $36,250 payable to the DIP Term Agent on account of the term facility." According to the report, the scheduled a final hearing to consider the DIP facility on April 4, 2018. About The Walking Company The Walking Company is the leading national specialty retailer of high-quality, technically designed comfort footwear and accessories, and offers a selection of premium comfort brands including ABEO, Dansko, ECCO, Taos, and more. The Walking Company operates 208 stores in premium malls across the nation and the company’s website http://www.thewalkingcompany.com/ On March 6, 2018, The Walking Company Holdings, Inc., along with affiliates The Walking Company, Big Dog USA, Inc., and FootStmart, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The cases are pending joint administration before the Honorable Laurie Selber Silverstein. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Consensus Advisory Services LLC is the financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent. Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to the Prepetition Subordinated Creditors. WARREN C. HAVENS: Court Junks Bid to Conduct Limited Discovery -------------------------------------------------------------- In the case captioned WARREN C. HAVENS, Petitioner, v. XAVIER BECERRA, Respondent, Case No. 17-cv-06772-PJH (N.D. Cal.), petitioner Havens, a former detainee, has filed a pro se petition for a writ of habeas corpus pursuant to 28 U.S.C. section 2254. Petitioner was sentenced to five days in Alameda County Jail after being found in contempt by the Alameda County Superior Court. Petitioner has filed a motion to conduct limited discovery. District Judge Phyllis J. Hamilton denied the motion. Petitioner alleged that he was improperly found in contempt of a state court order for filing a Chapter 11 Bankruptcy petition; and he was unlawfully held in contempt for defending the rights of the State of California and the United States by seeking to put a nonprofit corporation into bankruptcy after it was taken over by private parties for their illegal gain. Liberally construed, the court found that the first claim could be viewed as a challenge to the sufficiency of the evidence. Petitioner seeks to depose two different parties of the bankruptcy action. Petitioner has not sufficiently explained how this relates to his being found in contempt by the state court. Unlike an ordinary civil litigant, a habeas petitioner must obtain court permission before he may conduct any discovery. Discovery is only allowed to the extent that the district court, in the exercise of its discretion and for good cause shown, allows it. Petitioner has not shown good cause for the court to permit discovery in this habeas action. A copy of Judge Hamilton's Order dated Feb. 20, 2018 is available at https://is.gd/rSTv2r from Leagle.com. Warren C. Havens, Petitioner, pro se. Xavier Becerra, Attorney General State of CA, Respondent, represented by Alice Bemis Lustre, California Attorney General. WESTMORELAND COAL: S&P Cuts ICR to 'CCC-', On CreditWatch Negative ------------------------------------------------------------------ U.S.-based coal producer Westmoreland Coal Co. (WLB) has disclosed substantial doubt as to its ability to comply with its covenants during the year ending Sept. 30, 2018. An uncured breach of the covenants would trigger cross-default provisions and all debt would become immediately due. S&P Global Ratings lowered its issuer credit rating on Englewood, Colo.–based Westmoreland Coal Co. to 'CCC-' from 'CCC' and placed all of its ratings on the company on CreditWatch with negative implications. S&P said, "At the same time, we lowered our issue-level rating on Oxford Mining Co. LLC's (the issuing subsidiary of Westmoreland Resource Partners LP) first-lien term loan to 'CC' from 'CCC'. The '4' recovery rating remains unchanged, indicating our expectation for average recovery (30%-50%; rounded estimate: 45%) to creditors in the event of a payment default. "In addition, we lowered our issue-level rating on Westmoreland Coal's first-lien term loan and 8.75% senior secured notes to 'CCC-' from 'CCC'. The '4' recovery rating remains unchanged, indicating our expectation for average recovery (30%-50%; rounded estimate: 35% revised from 40%) to creditors in the event of a payment default. "The rating downgrade reflects our view that Westmoreland Coal Co. (WLB) could breach its fixed charge coverage in the next three to six months. This would cause a cross default with its term loan and senior notes that would become immediately due. Westmoreland has a $321 million term loan that matures in December 2020, and $350 million of senior secured notes that mature in January 2022. "Furthermore, we view Westmoreland Resource Partners LP's (WMLP) contemplated restructuring transaction as tantamount to default. WMLP has $311.7 million (including payment-in-kind [PIK] interest) term loan debt outstanding, due December 2018. Earlier this year, WLB announced that a proposed restructuring transaction would include a transfer of full ownership of the asset collateral to the term loan lenders." "WLB's stand-alone operating performance reflects the continued decline in demand for coal-fired power generation in the U.S. and the competition from low-priced natural gas. By the end of 2018, we expect the total volumes sold by the parent will have declined by about 24%, since 2016. We believe these challenges will limit the parent's access to capital, especially as its $50 million revolving credit facility (RCF) is due in December 2018. As of September 2017, WLB's adjusted debt was $1.3 billion (including asset retirement, pension, and post-retirement obligations, operating lease, and other debt adjustments). WLB announced a potential termination of services to WMLP on June 1, 2018. WLB did not receive any distributions from WMLP in 2017, and we expect that will continue to be the case in 2018. Although WMLP has long-term supply contracts (longer than one year) with investment-grade neighboring power plants, it faces pricing pressure in Ohio from variable price contracts. Furthermore, upcoming maturities could result in a liquidity shortfall within the next 12 months. "We believe the group's production volumes will be tightly correlated to natural gas prices, a major substitute for coal used by utility companies. Our expectation of natural gas prices of $3 per million Btu (mmBtu) as well as company-specific visibility into 2018 volume and price commitments ground our volume and price expectations in 2018. Furthermore, the U.S. GDP growth assumption is the main performance driver for industrial customers. This end market driver further supports our volume and price assumptions in 2018. "The CreditWatch with negative implications indicates that we may lower or affirm our ratings. We expect that WLB will default or pursue a debt restructuring within the next three to six months. We base our expectation on WLB's potential covenant breach under its revolving credit facility, which would accelerate the company's term loan and senior secured notes. We will resolve the CreditWatch once this potential breach is resolved. "We would lower the issuer credit rating on WLB if any of the events of default occur, or if the company pursues a debt restructuring. This would include breaching a covenant, or altering the terms of its credit agreement. "We could affirm the issuer credit rating on WLB if the company obtains a fixed charge coverage waiver. Although unlikely, this could also happen if WLB amends its credit agreement and we do not consider this transaction distressed." WHEELCHAIR SALES: Wants to Use Cash Collateral Through April 2018 ----------------------------------------------------------------- Wheelchair Sales & Services, Inc., requests the U.S. Bankruptcy Court for the Northern District of Illinois to authorize its use of the cash collateral of its creditor, McKesson Corporation, through April 2018. The proceeds of the operations of the Debtor, including the sale of inventory, constitute cash collateral under the Bankruptcy Code. The Debtor requires the use of cash collateral to pay utilities, salaries, wages, rent, credit card processing, and other operating expenses, and to purchase new inventory. Among the creditors of the Debtor is McKesson Corporation, which holds a lien on substantially all of the Debtor's assets, which are limited to personal property, including machinery & equipment, inventory, and accounts receivable. The balance due and owing to McKesson is approximately $862,000. The Debtor believes that the machinery & equipment, inventory, and accounts receivable have a combined value, net of uncollectable account, of approximately $350,000, and that McKesson is not fully secured. In addition to the lien of McKesson, the Debtor believes that Sunrise Medical (US) LLC claims a lien on its assets, with an amount due of approximately $125,000. The Debtor believes, however, that this lien is not perfected, as the perfection lapsed in 2014, five years after the last filed financing statement. Accordingly, the Debtor proposes to make an adequate protection payment of $1,500/month to McKesson, which represents an amount approximately equal to 5% interest, per annum, on the secured amount of the McKesson's claim. In addition, the Debtor proposes to grant McKesson a replacement lien on all newly-acquired assets of the type on which McKesson currently holds a lien. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ilnb18-05186-7.pdf About Wheelchair Sales & Service Wheelchair Sales & Service Inc. is a medical equipment supplier in New Lenox, Illinois. The Company offers medical equipment such as respirators, wheelchairs, home dialysis systems, or monitoring systems, that are prescribed by a physician for a patient's use in the home and that are usable for an extended period of time. Wheelchair Sales & Services, Inc., d/b/a WS&S Globam Medical, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-05186) on Feb. 26, 2018. In the petition signed by William M. Downs, stockholder, the Debtor disclosed $579,965 in total assets and $1.04 million in total debt. The case is assigned to Judge Donald R Cassling. The Debtor is represented by David P. Lloyd, Esq. at David P. Lloyd, Ltd. WILLIAM D. ABRAHAM: Appeal in Tex. App. Docket Abated Due to Ch. 11 ------------------------------------------------------------------- Appellee in the appeals case captioned WILLIAM D. ABRAHAM, Appellant, v. IGSFA MANAGEMENT, LLC., Appellee, No. 08-17-00129-CV (Tex. App.) filed a suggestion of bankruptcy reflecting that Appellant Abraham filed a voluntary petition seeking relief under Chapter 11 of the Bankruptcy Code on Feb. 6, 2018. Pursuant to 11 U.S.C. section 362(a), any further action in this appeal is automatically stayed. Under these circumstances, and for administrative purposes, the Texas Court of Appeals orders that the submission setting for Feb. 22, 2018 is vacated, and the appeal is removed from the Court's docket and abated. A copy of the Court's Order dated Feb. 20, 2018 is available at https://is.gd/PGGY72 from Leagle.com. J. Morgan Broaddus, III , Michael Shane , for IGSFA Management, Appellee. Joseph Dean Vasquez , for William D. Abraham, Appellant. William David Abraham filed for chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is represented by Omar Maynez, Esq. of Maynez Law. WRIGHTWOOD GUEST: District Court Affirms Surcharge Order -------------------------------------------------------- In the appeals cases captioned N RE: WRIGHTWOOD GUEST RANCH, LLC, Case Nos. ED CV 17-895 MWF, ED CV 17-947 MWF (C.D. Cal.), Reid & Hellyer, APC, and Walter Wilhelm Law Group, a Professional Corporation, appeal from the bankruptcy court's Order Granting Trustee's Motion for an Order Authorizing a Surcharge Under 11 U.S.C. section 506(c) in the Amount of $350,000, which was issued on April 4, 2017. District Judge Michael W. Fitzgerald affirmed the bankruptcy court's order. WWLG submitted Appellants' joint opening brief on Nov. 6, 2017. On Dec. 6, 2017, Appellee Richard J. Laski Lt., Chapter 11 Trustee, submitted an answering brief and request that the appeals be dismissed for lack of standing. The bankruptcy court's reasoning behind the Surcharge Order and the parties' arguments in the briefs rest almost entirely on the Ninth Circuit's interpretation of 11 U.S.C. section 506(c), as set forth in In re Debbie Reynolds. Both Appellants and the Trustee acknowledge that Debbie Reynolds is currently the law in the Ninth Circuit. Moreover, all parties acknowledge that, in light of the circumstances of this action, Debbie Reynolds controls. Here, as in Debbie Reynolds, unsecured creditors argue that the surcharge distributed to the Trustee Professionals should be considered estate property and distributed pro rata pursuant to the priority scheme set forth in section 507. Appellants argue that Debbie Reynolds is bad law because it encourages trustees and secured creditors to engage in "mischief" by cutting deals to label expenses as surcharges, such that unsecured creditors would be excluded. Indeed, as Appellants point out, the bankruptcy court itself noted the possibility for this kind of mischief, while also acknowledging that Debbie Reynolds was "binding". As Appellee, the Trustee argues that the holding in Debbie Reynolds makes sense: section 506(c) surcharges are intended to reimburse claimants for reasonable and necessary expenses that directly benefited the secured creditor. To distribute a surcharge on a pro rata basis pursuant to section 507 to all holders of administrative claims would defeat the purpose of the provision. Rather than argue that Debbie Reynolds is somehow not applicable here or is distinguishable on the present facts, Appellants urge the Court to disregard this binding "bad law" in favor of the approach followed by the Fourth Circuit and the Court of Appeals for the District of Columbia. In particular, Appellants urge the Court to follow In re NETtel Corp., in which the bankruptcy court rejected Debbie Reynolds because of potential unfairness to unsecured administrative creditors, such as Appellants, and concluded that a section 506(c) surcharge is "held in the estate and distributed according to preference rules" established by the Bankruptcy Code. Appellants acknowledge that NETtel is not binding on this Court. Whatever misgivings the bankruptcy court or this Court might have about the holding in Debbie Reynolds, it is controlling, and the bankruptcy court correctly applied it here. Accordingly, the Court affirms the bankruptcy court's Surcharge Order. A copy of the Court's Order dated Feb. 22, 2018 is available at https://is.gd/0z7FSp from Leagle.com. Wrightwood Guest Ranch, LLC, Debtor, represented by Douglas A. Plazak -- dplazak@rhlaw.com -- Reid and Hellyer. Reid and Hellyer, APC & Committee of Unsecured Creditors, Appellants, represented by Douglas A. Plazak, Reid and Hellyer & Scott Talkov -- stalkov@rhlaw.com -- Reid and Hellyer. Richard J. Laski, Chapter 11 Trustee & Arent Fox, LLP, Appellees, represented by Aram Ordubegian -- aram.ordubegian@arentfox.com -- Arent Fox LLP & Moriah Douglas Flahaut -- douglas.flahaut@arentfox.com -- Arent Fox LLP. Wilshire Partners of California, Appellee, pro se. About Wrightwood Guest Ranch Wrightwood Guest Ranch LLC, a California limited liability company, provides recreational services such as Snow Play, Zip Line, endurance races, logging and other outdoor events at a 300-acre property it owns in Wrightwood area of Los Angeles County. WGR also operates a wedding and special event center at a 2.45-acre property at Wrightwood area. WGR is 60% owned by Richard and Judy Halllett and 40% owned by GREF WGR I, LLC, an affiliate of secured creditor GreenLake Real Estate Fund, LLC. WGR owns 100% of the interests in Wrightwood Guest Ranch Holdings, LLC, which in turns owns 100% of the interests in Wrightwood Canopy Tours, LC. Being concerned about GreenLake's threat of foreclosure, unsecured creditors Masterpiece Marketing, Larry Rundle, and Snyder Dorenfeld, filed an involuntary petition against Wrightwood Guest Ranch LLC (Bankr. C.D. Cal. Case No. 15-17799) on Aug. 5, 2015. The Petitioners' counsel is Douglas A Plazak, Esq., at Reid & Hellyer, APC, in Riverside, California. The Bankruptcy Court on Aug. 31, 2015, granted Wrightwood Guest Ranch's request for relief under Chapter 11 and vacated the Involuntary Petition filed against the Debtor. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Walter & Wilhelm Law Group as bankruptcy counsel; Hall & Company as accountants; and Baker, Manock & Jensen as special counsel. YORAVI INVESTMENT: Hires Enrique Peral Soler as Special Counsel --------------------------------------------------------------- Yoravi Investment, Inc., has filed an amended application with the U.S. Bankruptcy Court for the District of Puerto Rico seeking approval to hire Enrique Peral Soler, Esq., as special counsel to the Debtor. Yoravi Investment requires Enrique Peral Soler to represent and assist the Debtor in the litigation of the claim filed by RM Trust and Supermercado Caguas Centro 2, Inc. Enrique Peral Soler will be paid at the hourly rate of $175. Enrique Peral Soler will also be reimbursed for reasonable out-of-pocket expenses incurred. Enrique Peral Soler, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Enrique Peral Soler can be reached at: Enrique Peral Soler, Esq. Carr. 165, No. 100, Suite 210 Guaynabo, PR 00966 Tel: (787) 360-6035 About Yoravi Investment Yoravi Investments, Inc., owns a real estate property at Centro Comercial Turabo Gardens valued at $1.10 million. Y oravi Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-05446) on Aug. 1, 2017. In the petition signed by Rafael E. Acosta Santiago, vice-president and treasurer, the Debtor disclosed $1.15 million in assets and $714,000 in liabilities. Judge Edward A. Godoy presides over the case. The Debtor tapped Godreau & Gonzalez Law, LLC, as counsel. ZOHAR FUNDS: To Monetize Assets to Pay All Claims in Full --------------------------------------------------------- Lynn Tilton, the sole director of Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), on March 12, 2018, disclosed that the Zohar Funds have filed a voluntary Chapter 11 petition. The Zohar Funds are seeking the protection of the Bankruptcy Court in order to monetize their valuable assets and pay off all allowed claims in full. The March 12 filing will have no effect on the operations of the Portfolio Companies to whom the Zohar Funds have made senior secured loans. Business will continue as usual at the Portfolio Companies during the pendency of the bankruptcy, as this filing does not in any way trigger any defaults on Portfolio Company loans or business contracts or otherwise disrupt the companies' operations. Ms. Tilton explained: "The Zohar Funds have been tied up in litigation for years -- with no effect other than to prevent me from refinancing the Portfolio Company loans and selling those same companies in order to maximize value for all of the Funds' stakeholders. With the process and protections afforded under the Bankruptcy Code, we can now put to the side the fighting and focus on the strategy the Funds were structured to execute: to maximize and monetize the value of the assets for the benefit of all of the Funds' stakeholders. It is expected that all claims will be repaid in full." As part of the March 12 filing, and in order to proceed as quickly and efficiently as possible, the Zohar Funds proposed that the Court appoint Mark Kirschner of Goldin Associates as Chief Restructuring Officer. Mr. Kirschner was previously the head of the bankruptcy and reorganization practice at Jones Day and has been an advisor and court appointed trustee in major bankruptcy matters, including Refco, Tribune, Le-Natures, Superior National, and Yellowstone Mountain Club. The Zohar Funds are structured as collateralized loan obligations ("CLOs") and have issued notes and preference shares to investors and made loans to the Portfolio Companies using the proceeds. Ms. Tilton and her Affiliates hold substantial equity stakes in these Portfolio Companies, which include iconic American manufacturing companies with tens of thousands of employees. Certain non-Zohar affiliates, as well as third party banks, are also lenders to the Portfolio Companies. Pursuant to the Bankruptcy Code, the March 12 filing will stay certain litigation matters involving the Zohar Funds that were commenced after Ms. Tilton voluntarily resigned as Collateral Manager in 2016 and was replaced by Alvarez & Marsal Zohar Management, LLC. Ms. Tilton said: "While I stepped down as Collateral Manager to enable me to focus fully on maximizing the value of the Portfolio Companies for the benefit of all stakeholders, both at the respective Portfolio Companies and the Funds, it has become increasingly clear that value cannot be maximized in the litigious and charged atmosphere that currently exists. Unfortunately, I have come to the conclusion that Chapter 11 is the only path forward to maximize the value of the Zohar Funds' assets." The Zohar Funds' bankruptcy counsel is Young Conaway Stargatt & Taylor. The Chapter 11 petition was filed in the U.S. Bankruptcy Court for the District of Delaware. ZOHAR III: Voluntary Chapter 11 Case Summary -------------------------------------------- Affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Zohar III, Corp. 18-10512 350 Fifth Avenue c/o Goldin Associates, LLC New York, NY 10118 Zohar II 2005-1 Corp. 18-10513 Zohar CDO 2003-1, Corp. 18-10514 Zohar III, Limited 18-10515 Zohar II 2005-1, Limited 18-10516 Zohar CDO 2003-1, Limited 18-10517 Type of Business: Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp are investment funds structured as collateralized loan obligations. Chapter 11 Petition Date: March 11, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Michael R. Nestor, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 E-mail: bankfilings@ycst.com mnestor@ycst.com Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $500 million to $1 billion The petition was signed by Lynn Tilton, director. Ms. Tilton stated that Zohar III, Corp.'s 20 largest unsecured creditors are unknown at the time of the filing. Full-text copies of Zohar III, Corp and Zohar II 2005-1's petitions are available for free at: http://bankrupt.com/misc/deb18-10512.pdf http://bankrupt.com/misc/deb18-10513.pdf [*] Aaron Hammer Joins Horwood Marcus as Bankruptcy Practice Chair ------------------------------------------------------------------ Horwood Marcus & Berk Chartered ("HMB"), a preeminent provider of legal services in business and finance, litigation, trusts and estates, real estate and state and local taxes, on March 6 disclosed that accomplished corporate reorganization, bankruptcy and creditor's rights attorney Aaron L. Hammer joined the firm as a partner and chair of the firm's bankruptcy, reorganization and creditors' rights practice. Mr. Hammer is a nationally renowned insolvency practitioner, with a reputation for finding practical, efficient solutions for his clientele. Recognized by Chambers USA Guide to America's Leading Lawyers for Business for his "unrivaled business judgment and client service," Aaron's practice includes bankruptcies and workouts across the United States and in many foreign countries. Twice, he led his firms in receiving the Turnaround Management Association's ("TMA") prestigious Large Transaction of the Year award. In 2014, the award was granted for his work in the international transaction of AgFeed Industries USA, LLC, et al. (Bankr. D. Del.), and in 2009, the award was given for his work in Trinsic, Inc. (Bankr. S.D. Ala.). "Aaron's extensive experience with complex insolvency problems adds tremendous depth to our bankruptcy practice and will provide great value to a wide array of our existing clients," said HMB Managing Partner, Jeffrey Hechtman. "Our clients look to our attorneys as trusted advisors for their business needs; Aaron fits right in and allows us to further expand the range of services we bring to clients." A leader in the community, Mr. Hammer is an active member of Young Presidents' Organization, serving as a Membership Officer to the Chicagoland Chapter, and an active participant in the Anti-Defamation League, serving on its local Board of Directors and as the former Director of Development. In 2015, Mr. Hammer served as President of the TMA's Chicago/Midwest Chapter and has maintained many senior leadership positions within the chapter and TMA Global over his career. "HMB's core value of putting ‘client service first' and its established culture of 'delivering excellence' represents everything I strive to achieve for my clients," said Mr. Hammer. "I could not be happier to join this team of incredible professionals and bring my twenty years of experience to the firm and its clients." The attorneys at Horwood Marcus & Berk Chartered partner with clients ranging from entrepreneurs to the Fortune 500's top 10 most successful companies to achieve their unique business and personal goals. Horwood Marcus & Berk combines the resources and diversity of a sophisticated commercial law practice with the entrepreneurial atmosphere and creativity of a boutique law firm. [*] Brian Bacal Joins Canaccord's Canadian Restructuring Team ------------------------------------------------------------- Canaccord Genuity on March 6, 2018, announced the expansion of its North American Debt Finance & Restructuring practice with the addition of Brian Bacal as Managing Director and Head of Canadian Restructuring. "We are very pleased to welcome Brian Bacal, who brings an outstanding track record of advising on a broad range of restructuring engagements both in Canada and the U.S.," said Chris Blackwell, Managing Director and Head of Investment Banking. "The addition of dedicated Canadian-based expertise adds a strong complement for our existing team in the U.S. and strengthens our advisory capability for clients in Canada." The Canaccord Genuity Debt Finance & Restructuring team provides fully independent strategic advice without the inherent conflict of its lending competitors. The group draws upon deep expertise and relationships across a fully integrated global platform, to deliver a broad range of opportunities and solutions for companies seeking to better utilize their balance sheets and unlock greater value within their capital structure. Starting in April, Mr. Bacal will be based in Toronto and will work closely with our restructuring advisory professionals in Canaccord Genuity's U.S. operation. Together, they will build upon Canaccord Genuity's history of restructuring advisory mandates with notable U.S. and Canadian companies, while they continue to enhance collaboration with their counterparts across the firm's global operations. Mr. Bacal brings more than a decade of experience to his role, most recently as a senior member of the recapitalization and restructuring group at Moelis & Company, where he led coverage in Canada for the group and advised on many Canadian, U.S. and cross-border assignments since 2009. In this role, he oversaw in-court and out-of-court financial restructurings, provided advisory services including liability management and reduction, covenant amendments, maturity extensions, stressed and distressed asset acquisitions and sales, and insolvency planning and execution. Brian has led multi-party negotiations on behalf of creditors and debtors and his expertise spans nearly every major industry sector, including aerospace, consumer goods, energy, financial institutions, industrials, healthcare, infrastructure, lodging, media, metals and mining, power & utilities, retail, services, technology and telecom. He began his career at Greenhill & Co. in 2006. Mr. Bacal holds an HBA from the Richard Ivey School of Business. About Canaccord Genuity Canaccord Genuity -- http://www.canaccordgenuity.com/-- is the global capital markets division of Canaccord Genuity Group Inc. (TSX: CF), offering institutional and corporate clients idea-driven investment banking, merger and acquisition, research, sales and trading services with capabilities in North America, Europe, Asia, Australia and the Middle East. About Canaccord Genuity Group Inc. Through its principal subsidiaries, Canaccord Genuity Group Inc is an independent, full-service financial services firm, with operations in two principal segments of the securities industry: wealth management and capital markets. Established in 1950, the Company has offices in 10 countries worldwide, including Wealth Management offices located in Canada, the UK, Guernsey, Jersey, the Isle of Man and Australia. Canaccord Genuity, the international capital markets division, operates in Canada, the US, the UK, France, Ireland, Hong Kong, China, Australia and Dubai. Canaccord Genuity Group Inc. is publicly traded under the symbol CF on the TSX. [*] George Davis Joins Latham & Watkins' Restructuring Practice --------------------------------------------------------------- Latham & Watkins LLP on March 12, 2018, disclosed that George Davis has joined the firm's New York office and will serve as Global Co-Chair of the Restructuring, Insolvency & Workouts Practice within the Finance Department. Mr. Davis has an extensive track record advising public and private companies around the world on some of the most complex restructurings in- and out-of-court. Additionally, he has significant experience representing creditor groups and investors in many of the highest-profile restructurings of the past two decades. "We are thrilled to welcome such an accomplished restructuring lawyer to Latham," said Bill Voge, Chair and Managing Partner of Latham & Watkins. "George's capabilities are strategically aligned to the current and future needs of our clients. His presence will be a tremendous asset to our bankruptcy practice." Mr. Davis has handled matters across multiple industries including chemicals, automotive, steel, financial services, energy, power generation, and telecommunications. He has consistently been recognized by numerous publications and organizations, including Chambers Global,Chambers USA, The Legal 500, and Turnarounds & Workouts, among others, over the past 15 years. "George is a highly-regarded restructuring and insolvency attorney who has earned his place as a leader in the bankruptcy space," said Michele Penzer, Office Managing Partner of Latham & Watkins in New York, NY. "Clients will be well-served by his solutions-oriented approach to facilitating resolutions to their most challenging circumstances." "Clients in the US and abroad facing bet-the-company situations will benefit from George's extensive experience advising companies and boards," said Mitchell Seider, Global Co-Chair of the firm's Restructuring, Insolvency & Workouts Practice. "George's reputation for thoughtful, creative solutions is well-earned, and we're thrilled to welcome him to the firm." Scott Gottdiener, Global Chair of Latham's Finance Department noted: "George's addition in New York complements our growing national and global bankruptcy practice. We are confident that he will be an excellent addition to our team as we continue our commitment to helping clients through their most challenging business decisions." Mr. Davis is the second restructuring lawyer to join Latham in recent weeks. Jeffrey Bjork joined the firm in Los Angeles in February. "Latham's integrated global platform delivers the right kind of support that clients need as they design and implement the most complex financial restructurings," said Mr. Davis. "I'm excited to join a team that is so well-regarded for its creative and business-minded approach, and to work together with colleagues around the world to support my clients' most pressing needs." Mr. Davis joins Latham from O'Melveny & Myers LLP. He received his JD with distinction from Hofstra School of Law and graduated magna cum laude from the State University of New York at Binghamton. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE OU1 GR 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT CN 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT2EUR EU 92.3 (56.6) (34.0) AGENUS INC AJ81 GR 149.3 (51.6) 29.9 AGENUS INC AGEN US 149.3 (51.6) 29.9 AGENUS INC AJ81 TH 149.3 (51.6) 29.9 AGENUS INC AGENEUR EU 149.3 (51.6) 29.9 AGENUS INC AJ81 QT 149.3 (51.6) 29.9 AGENUS INC AGENUSD EU 149.3 (51.6) 29.9 ALTAIR ENGINEE-A ALTR US 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 QT 301.5 (60.2) (92.4) ALTAIR ENGINEE-A ALTREUR EU 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GR 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GZ 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 TH 301.5 (60.2) (92.4) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYRIS INC AMRS US 138.6 (190.4) (5.7) AMYRIS INC 3A01 TH 138.6 (190.4) (5.7) AMYRIS INC 3A01 GR 138.6 (190.4) (5.7) AMYRIS INC 3A01 QT 138.6 (190.4) (5.7) AMYRIS INC AMRSEUR EU 138.6 (190.4) (5.7) AMYRIS INC AMRSUSD EU 138.6 (190.4) (5.7) APOLLO MEDICAL H AMEH US 41.2 (7.3) (7.0) ASPEN TECHNOLOGY AZPN US 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST GR 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST TH 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AZPNEUR EU 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST QT 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AZPNUSD EU 195.8 (274.5) (341.7) ATLATSA RESOURCE ATL SJ 193.5 (142.5) (46.4) AUTODESK INC AUD GR 4,113.6 (256.0) (245.3) AUTODESK INC AUD TH 4,113.6 (256.0) (245.3) AUTODESK INC ADSK US 4,113.6 (256.0) (245.3) AUTODESK INC AUD QT 4,113.6 (256.0) (245.3) AUTODESK INC ADSK* MM 4,113.6 (256.0) (245.3) AUTODESK INC AUD GZ 4,113.6 (256.0) (245.3) AUTODESK INC ADSK AV 4,113.6 (256.0) (245.3) AUTODESK INC ADSKEUR EU 4,113.6 (256.0) (245.3) AUTODESK INC ADSKUSD EU 4,113.6 (256.0) (245.3) AUTODESK INC ADSK LN 4,113.6 (256.0) (245.3) AUTOZONE INC AZO US 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 TH 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 GR 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 QT 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOEUR EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOUSD EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC 0HJL LN 9,397.1 (1,525.1) (350.4) AVID TECHNOLOGY AVID US 225.3 (270.4) (78.0) AVID TECHNOLOGY AVD GR 225.3 (270.4) (78.0) AXIM BIOTECHNOLO AXIM US 3.3 (4.9) (3.5) BENEFITFOCUS INC BNFT US 171.2 (37.0) 7.0 BENEFITFOCUS INC BTF GR 171.2 (37.0) 7.0 BIOHAVEN PHARMAC BHVN US 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN GR 184.7 156.2 157.4 BIOHAVEN PHARMAC BHVNEUR EU 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN TH 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN QT 184.7 156.2 157.4 BIOXCEL THERAPEU BTAI US 1.4 (1.0) (1.4) BLACKSTAR ENTERP BEGI US 6.3 (4.7) (5.2) BLUE BIRD CORP BLBD US 248.8 (65.3) 11.2 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOKU INC BOKU LN - - - BOKU INC BOKUGBX EU - - - BOMBARDIER INC-A BBD/A CN 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BBD/B CN 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BBDBN MM 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B 0QZP LN 25,006.0 (3,732.0) 1,837.0 BRINKER INTL EAT US 1,400.5 (552.9) (257.4) BRINKER INTL BKJ GR 1,400.5 (552.9) (257.4) BRINKER INTL BKJ QT 1,400.5 (552.9) (257.4) BRINKER INTL EAT2EUR EU 1,400.5 (552.9) (257.4) BROOKFIELD REAL BRE CN 93.5 (31.4) 3.9 BRP INC/CA-SUB V DOO CN 2,575.8 (98.6) 91.1 BRP INC/CA-SUB V B15A GR 2,575.8 (98.6) 91.1 BRP INC/CA-SUB V BRPIF US 2,575.8 (98.6) 91.1 BUFFALO COAL COR BUC SJ 49.8 (22.9) (20.1) CACTUS INC- A WHD US 266.5 (36.2) 111.1 CACTUS INC- A 43C GR 266.5 (36.2) 111.1 CACTUS INC- A 43C QT 266.5 (36.2) 111.1 CACTUS INC- A WHDEUR EU 266.5 (36.2) 111.1 CACTUS INC- A 43C TH 266.5 (36.2) 111.1 CADIZ INC CDZI US 68.9 (76.3) 7.6 CADIZ INC 2ZC GR 68.9 (76.3) 7.6 CADIZ INC 0HS4 LN 68.9 (76.3) 7.6 CALIFORNIA RESOU CRC US 6,207.0 (720.0) (249.0) CALIFORNIA RESOU 1CLB GR 6,207.0 (720.0) (249.0) CALIFORNIA RESOU CRCEUR EU 6,207.0 (720.0) (249.0) CALIFORNIA RESOU 1CL TH 6,207.0 (720.0) (249.0) CALIFORNIA RESOU 1CLB QT 6,207.0 (720.0) (249.0) CALIFORNIA RESOU CRCUSD EU 6,207.0 (720.0) (249.0) CAMBIUM LEARNING ABCD US 158.6 (14.3) (71.4) CARDLYTICS INC CDLX US 93.4 (9.2) 38.0 CARDLYTICS INC CYX TH 93.4 (9.2) 38.0 CARDLYTICS INC CDLXEUR EU 93.4 (9.2) 38.0 CARDLYTICS INC CYX QT 93.4 (9.2) 38.0 CAREDX INC CDNA US 75.1 (0.2) (14.0) CASELLA WASTE WA3 GR 614.9 (37.9) (4.2) CASELLA WASTE CWST US 614.9 (37.9) (4.2) CASELLA WASTE WA3 TH 614.9 (37.9) (4.2) CASELLA WASTE CWSTEUR EU 614.9 (37.9) (4.2) CASELLA WASTE CWSTUSD EU 614.9 (37.9) (4.2) CDK GLOBAL INC CDK US 2,690.0 (188.0) 514.1 CDK GLOBAL INC C2G TH 2,690.0 (188.0) 514.1 CDK GLOBAL INC CDKEUR EU 2,690.0 (188.0) 514.1 CDK GLOBAL INC C2G GR 2,690.0 (188.0) 514.1 CDK GLOBAL INC CDKUSD EU 2,690.0 (188.0) 514.1 CDK GLOBAL INC C2G QT 2,690.0 (188.0) 514.1 CDK GLOBAL INC 0HQR LN 2,690.0 (188.0) 514.1 CHESAPEAKE ENERG CHK US 12,425.0 (372.0) (831.0) CHESAPEAKE ENERG CHK* MM 12,425.0 (372.0) (831.0) CHESAPEAKE ENERG CHKUSD EU 12,425.0 (372.0) (831.0) CHOICE HOTELS CZH GR 927.6 (212.1) 108.4 CHOICE HOTELS CHH US 927.6 (212.1) 108.4 CINCINNATI BELL CBB US 2,162.4 (143.1) 353.1 CINCINNATI BELL CIB1 GR 2,162.4 (143.1) 353.1 CINCINNATI BELL CBBEUR EU 2,162.4 (143.1) 353.1 CLEAR CHANNEL-A C7C GR 5,580.5 (1,284.2) 337.6 CLEAR CHANNEL-A CCO US 5,580.5 (1,284.2) 337.6 CLEVELAND-CLIFFS CVA GR 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CVA TH 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF US 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF* MM 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CVA QT 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF2EUR EU 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CVA GZ 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF2 EU 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS 0I0H LN 2,953.4 (444.1) 1,092.4 COCONNECT INC CCON US 0.0 (0.1) (0.1) COGENT COMMUNICA CCOI US 710.6 (102.5) 231.6 COGENT COMMUNICA OGM1 GR 710.6 (102.5) 231.6 COMMUNITY HEALTH CYH US 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CG5 GR 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CG5 TH 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CG5 QT 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CYH1EUR EU 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CYH1USD EU 17,450.0 (165.0) 1,712.0 CONSUMER CAPITAL CCGN US 5.2 (2.5) (2.6) DELEK LOGISTICS DKL US 443.5 (29.2) 18.7 DELEK LOGISTICS D6L GR 443.5 (29.2) 18.7 DENNY'S CORP DE8 GR 323.8 (97.4) (53.6) DENNY'S CORP DENN US 323.8 (97.4) (53.6) DEX MEDIA INC DMDA US 1,419.0 (1,284.0) (1,999.0) DINE BRANDS GLOB DIN US 1,750.2 (146.7) 99.9 DINE BRANDS GLOB IHP GR 1,750.2 (146.7) 99.9 DOLLARAMA INC DOL CN 1,948.8 (15.3) 363.2 DOLLARAMA INC DLMAF US 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 GR 1,948.8 (15.3) 363.2 DOLLARAMA INC DOLEUR EU 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 GZ 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 TH 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 QT 1,948.8 (15.3) 363.2 DOLLARAMA INC DOLCAD EU 1,948.8 (15.3) 363.2 DOMINO'S PIZZA EZV TH 836.8 (2,735.4) 181.5 DOMINO'S PIZZA EZV GR 836.8 (2,735.4) 181.5 DOMINO'S PIZZA DPZ US 836.8 (2,735.4) 181.5 DOMINO'S PIZZA EZV QT 836.8 (2,735.4) 181.5 DOMINO'S PIZZA DPZEUR EU 836.8 (2,735.4) 181.5 DOMINO'S PIZZA DPZUSD EU 836.8 (2,735.4) 181.5 DUN & BRADSTREET DB5 GR 2,480.9 (811.2) 41.3 DUN & BRADSTREET DB5 TH 2,480.9 (811.2) 41.3 DUN & BRADSTREET DNB US 2,480.9 (811.2) 41.3 DUN & BRADSTREET DB5 QT 2,480.9 (811.2) 41.3 DUN & BRADSTREET DNB1EUR EU 2,480.9 (811.2) 41.3 EGAIN CORP EGAN US 37.4 (9.8) (13.8) EGAIN CORP EGCA GR 37.4 (9.8) (13.8) EGAIN CORP EGANEUR EU 37.4 (9.8) (13.8) EGAIN CORP 0IFM LN 37.4 (9.8) (13.8) ENPHASE ENERGY E0P GR 169.1 (9.1) 38.7 ENPHASE ENERGY ENPH US 169.1 (9.1) 38.7 ENPHASE ENERGY E0P TH 169.1 (9.1) 38.7 ENPHASE ENERGY ENPHEUR EU 169.1 (9.1) 38.7 ENPHASE ENERGY E0P QT 169.1 (9.1) 38.7 ENPHASE ENERGY ENPHUSD EU 169.1 (9.1) 38.7 ENPHASE ENERGY 0QYE LN 169.1 (9.1) 38.7 EOS PETRO INC EOPT US 0.1 (23.5) (23.4) ERIN ENERGY CORP ERN US 229.5 (359.3) (310.8) ERIN ENERGY CORP ERN SJ 229.5 (359.3) (310.8) ESPERION THERAPE ESPR US 444.4 (396.3) 171.8 ESPERION THERAPE 0ET GR 444.4 (396.3) 171.8 ESPERION THERAPE ESPREUR EU 444.4 (396.3) 171.8 ESPERION THERAPE 0ET QT 444.4 (396.3) 171.8 ESPERION THERAPE ESPRUSD EU 444.4 (396.3) 171.8 ESPERION THERAPE 0IIM LN 444.4 (396.3) 171.8 EVERI HOLDINGS I EVRI US 1,425.6 (123.8) (5.1) EVERI HOLDINGS I G2C GR 1,425.6 (123.8) (5.1) EVERI HOLDINGS I EVRIEUR EU 1,425.6 (123.8) (5.1) EVOLUS INC EOLS US 77.5 (7.1) (63.1) EVOLUS INC EVL GR 77.5 (7.1) (63.1) EVOLUS INC EOLSEUR EU 77.5 (7.1) (63.1) FERRELLGAS-LP FEG GR 1,687.1 (809.8) (175.9) FERRELLGAS-LP FGP US 1,687.1 (809.8) (175.9) FTS INTERNATIONA FTSI US 831.0 (468.5) 323.9 FTS INTERNATIONA FT5 QT 831.0 (468.5) 323.9 GAMCO INVESTO-A GBL US 128.3 (96.3) - GNC HOLDINGS INC IGN GR 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC US 1,516.6 (162.0) 478.1 GNC HOLDINGS INC IGN TH 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC1EUR EU 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC1USD EU 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC* MM 1,516.6 (162.0) 478.1 GNC HOLDINGS INC 0IT2 LN 1,516.6 (162.0) 478.1 GOGO INC GOGO US 1,403.2 (191.6) 276.6 GOGO INC G0G QT 1,403.2 (191.6) 276.6 GOGO INC G0G GR 1,403.2 (191.6) 276.6 GOGO INC GOGOUSD EU 1,403.2 (191.6) 276.6 GOGO INC GOGOEUR EU 1,403.2 (191.6) 276.6 GOGO INC 0IYQ LN 1,403.2 (191.6) 276.6 GREEN PLAINS PAR GPP US 92.3 (62.8) 5.6 GREEN PLAINS PAR 8GP GR 92.3 (62.8) 5.6 H&R BLOCK INC HRB US 2,561.3 (698.1) 617.6 H&R BLOCK INC HRB GR 2,561.3 (698.1) 617.6 H&R BLOCK INC HRB TH 2,561.3 (698.1) 617.6 H&R BLOCK INC HRB QT 2,561.3 (698.1) 617.6 H&R BLOCK INC HRBEUR EU 2,561.3 (698.1) 617.6 H&R BLOCK INC HRBUSD EU 2,561.3 (698.1) 617.6 H&R BLOCK INC 0HOB LN 2,561.3 (698.1) 617.6 HCA HEALTHCARE I 2BH GR 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I HCA US 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I 2BH TH 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I 2BH QT 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I HCAEUR EU 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I HCAUSD EU 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I 0J1R LN 36,593.0 (4,995.0) 3,819.0 HERBALIFE LTD HOO GR 2,895.1 (334.7) 953.5 HERBALIFE LTD HLF US 2,895.1 (334.7) 953.5 HERBALIFE LTD HOO QT 2,895.1 (334.7) 953.5 HERBALIFE LTD HLFEUR EU 2,895.1 (334.7) 953.5 HERBALIFE LTD HOO GZ 2,895.1 (334.7) 953.5 HERBALIFE LTD HLFUSD EU 2,895.1 (334.7) 953.5 HORTONWORKS INC HDP US 250.7 (65.0) (39.1) HORTONWORKS INC 14K GR 250.7 (65.0) (39.1) HORTONWORKS INC 14K QT 250.7 (65.0) (39.1) HORTONWORKS INC HDPEUR EU 250.7 (65.0) (39.1) HORTONWORKS INC HDPUSD EU 250.7 (65.0) (39.1) HORTONWORKS INC 0J64 LN 250.7 (65.0) (39.1) HP COMPANY-BDR HPQB34 BZ 35,245.0 (2,742.0) (2,132.0) HP INC HPQ* MM 35,245.0 (2,742.0) (2,132.0) HP INC HPQ US 35,245.0 (2,742.0) (2,132.0) HP INC 7HP TH 35,245.0 (2,742.0) (2,132.0) HP INC 7HP GR 35,245.0 (2,742.0) (2,132.0) HP INC HPQ TE 35,245.0 (2,742.0) (2,132.0) HP INC HWP QT 35,245.0 (2,742.0) (2,132.0) HP INC HPQ CI 35,245.0 (2,742.0) (2,132.0) HP INC HPQ SW 35,245.0 (2,742.0) (2,132.0) HP INC HPQUSD EU 35,245.0 (2,742.0) (2,132.0) HP INC HPQUSD SW 35,245.0 (2,742.0) (2,132.0) HP INC HPQEUR EU 35,245.0 (2,742.0) (2,132.0) HP INC 7HP GZ 35,245.0 (2,742.0) (2,132.0) HP INC 0J2E LN 35,245.0 (2,742.0) (2,132.0) IDEXX LABS IDXX US 1,713.4 (53.8) (32.6) IDEXX LABS IX1 GR 1,713.4 (53.8) (32.6) IDEXX LABS IX1 TH 1,713.4 (53.8) (32.6) IDEXX LABS IX1 QT 1,713.4 (53.8) (32.6) IDEXX LABS IDXX AV 1,713.4 (53.8) (32.6) IDEXX LABS IX1 GZ 1,713.4 (53.8) (32.6) IDEXX LABS 0J8P LN 1,713.4 (53.8) (32.6) IMMUNOGEN INC IMU GR 294.7 (17.9) 220.6 IMMUNOGEN INC IMGN US 294.7 (17.9) 220.6 IMMUNOGEN INC IMU TH 294.7 (17.9) 220.6 IMMUNOGEN INC IMU QT 294.7 (17.9) 220.6 IMMUNOGEN INC IMU GZ 294.7 (17.9) 220.6 IMMUNOGEN INC IMGNEUR EU 294.7 (17.9) 220.6 IMMUNOGEN INC IMGNUSD EU 294.7 (17.9) 220.6 INNOVATE BIOPHAR INNT US 3.4 (1.5) (3.8) INNOVIVA INC INVA US 367.3 (242.7) 165.6 INNOVIVA INC HVE GR 367.3 (242.7) 165.6 INNOVIVA INC INVAEUR EU 367.3 (242.7) 165.6 INNOVIVA INC HVE GZ 367.3 (242.7) 165.6 INTERNAP CORP IP9N GR 586.5 (1.0) (22.4) INTERNAP CORP INAP US 586.5 (1.0) (22.4) INTERNAP CORP INAPEUR EU 586.5 (1.0) (22.4) IWEB INC IWBB US 0.1 (0.3) (0.3) JACK IN THE BOX JBX GR 1,157.6 (374.6) 138.0 JACK IN THE BOX JACK US 1,157.6 (374.6) 138.0 JACK IN THE BOX JACK1EUR EU 1,157.6 (374.6) 138.0 JACK IN THE BOX JBX GZ 1,157.6 (374.6) 138.0 JACK IN THE BOX JBX QT 1,157.6 (374.6) 138.0 JUST ENERGY GROU JE US 1,387.5 (75.7) (71.4) JUST ENERGY GROU 1JE GR 1,387.5 (75.7) (71.4) JUST ENERGY GROU JE CN 1,387.5 (75.7) (71.4) KERYX BIOPHARM KYX GR 158.9 (14.1) 96.1 KERYX BIOPHARM KERX US 158.9 (14.1) 96.1 KERYX BIOPHARM KYX TH 158.9 (14.1) 96.1 KERYX BIOPHARM KYX QT 158.9 (14.1) 96.1 KERYX BIOPHARM KERXEUR EU 158.9 (14.1) 96.1 KERYX BIOPHARM KERXUSD EU 158.9 (14.1) 96.1 L BRANDS INC LTD GR 8,148.5 (751.0) 1,262.2 L BRANDS INC LTD TH 8,148.5 (751.0) 1,262.2 L BRANDS INC LB US 8,148.5 (751.0) 1,262.2 L BRANDS INC LBEUR EU 8,148.5 (751.0) 1,262.2 L BRANDS INC LB* MM 8,148.5 (751.0) 1,262.2 L BRANDS INC LTD QT 8,148.5 (751.0) 1,262.2 L BRANDS INC LBUSD EU 8,148.5 (751.0) 1,262.2 L BRANDS INC 0JSC LN 8,148.5 (751.0) 1,262.2 LAMB WESTON LW US 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 GR 2,714.9 (474.9) 357.8 LAMB WESTON LW-WEUR EU 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 TH 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 QT 2,714.9 (474.9) 357.8 LAMB WESTON LW-WUSD EU 2,714.9 (474.9) 357.8 LEGACY RESERVES LRT GR 1,493.1 (271.7) (32.2) LEGACY RESERVES LGCY US 1,493.1 (271.7) (32.2) LEGACY RESERVES LRT QT 1,493.1 (271.7) (32.2) LEGACY RESERVES LRT GZ 1,493.1 (271.7) (32.2) LIVEXLIVE MEDIA LIVX US 4.1 (3.9) (7.5) LOCKHEED MARTIN LMT US 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM GR 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM TH 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM QT 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT* MM 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT SW 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT1EUR EU 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT1CHF EU 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT1USD EU 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM GZ 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN 0R3E LN 46,521.0 (609.0) 4,824.0 LOCKHEED-BDR LMTB34 BZ 46,521.0 (609.0) 4,824.0 LOCKHEED-CEDEAR LMT AR 46,521.0 (609.0) 4,824.0 MCDONALDS - BDR MCDC34 BZ 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO TH 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD TE 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO GR 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD* MM 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD US 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD SW 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO QT 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD CI 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDCHF EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDUSD EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDUSD SW 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDEUR EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO GZ 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD AV 33,803.7 (3,268.0) 2,436.6 MCDONALDS-CEDEAR MCD AR 33,803.7 (3,268.0) 2,436.6 MDC PARTNERS-A MDCA US 1,698.9 (92.6) (232.9) MDC PARTNERS-A MD7A GR 1,698.9 (92.6) (232.9) MDC PARTNERS-A MDCAEUR EU 1,698.9 (92.6) (232.9) MEDLEY MANAGE-A MDLY US 135.5 (11.6) 35.7 MICHAELS COS INC MIK US 2,306.1 (1,732.8) 482.5 MICHAELS COS INC MIM GR 2,306.1 (1,732.8) 482.5 MIRAGEN THERAPEU MGEN US 47.1 39.0 39.9 MIRAGEN THERAPEU 1S1 GR 47.1 39.0 39.9 MIRAGEN THERAPEU SGNLEUR EU 47.1 39.0 39.9 MIRAGEN THERAPEU 0K1R LN 47.1 39.0 39.9 MONEYGRAM INTERN MGI US 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N GR 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N QT 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N TH 4,546.1 (184.0) (66.1) MONEYGRAM INTERN MGIEUR EU 4,546.1 (184.0) (66.1) MONEYGRAM INTERN MGIUSD EU 4,546.1 (184.0) (66.1) MOODY'S CORP DUT GR 8,594.2 (114.9) 517.3 MOODY'S CORP MCO US 8,594.2 (114.9) 517.3 MOODY'S CORP DUT TH 8,594.2 (114.9) 517.3 MOODY'S CORP DUT QT 8,594.2 (114.9) 517.3 MOODY'S CORP MCOEUR EU 8,594.2 (114.9) 517.3 MOODY'S CORP MCO* MM 8,594.2 (114.9) 517.3 MOODY'S CORP DUT GZ 8,594.2 (114.9) 517.3 MOODY'S CORP MCOUSD EU 8,594.2 (114.9) 517.3 MOODY'S CORP 0K36 LN 8,594.2 (114.9) 517.3 MOSAIC A-CLASS A MOSC US 0.6 (0.0) (0.0) MOSAIC ACQUISITI MOSC/U US 0.6 (0.0) (0.0) MOTOROLA SOLUTIO MTLA GR 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA TH 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI US 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MOT TE 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA QT 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1EUR EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA GZ 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1USD EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO 0K3H LN 8,208.0 (1,727.0) 1,019.0 MSG NETWORKS- A MSGN US 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 GR 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 TH 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 QT 851.8 (743.2) 229.6 MSG NETWORKS- A MSGNEUR EU 851.8 (743.2) 229.6 NATHANS FAMOUS NATH US 92.9 (85.0) 51.8 NATHANS FAMOUS NFA GR 92.9 (85.0) 51.8 NATIONAL CINEMED XWM GR 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMI US 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMIEUR EU 1,153.4 (61.9) 70.0 NAVISTAR INTL IHR GR 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAV US 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR TH 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR QT 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR GZ 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVEUR EU 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVUSD EU 5,969.0 (4,583.0) 705.0 NEBULA ACQUISITI NEBUU US 0.0 (0.0) (0.0) NEBULA ACQUISITI NEBU US 0.0 (0.0) (0.0) NEW ENG RLTY-LP NEN US 237.8 (32.4) - NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) NYMOX PHARMACEUT NYMXUSD EU 1.3 (0.7) (0.7) OMEROS CORP 3O8 GR 116.3 (2.8) 82.1 OMEROS CORP OMER US 116.3 (2.8) 82.1 OMEROS CORP 3O8 TH 116.3 (2.8) 82.1 OMEROS CORP OMEREUR EU 116.3 (2.8) 82.1 OMEROS CORP OMERUSD EU 116.3 (2.8) 82.1 OMEROS CORP 0KBU LN 116.3 (2.8) 82.1 PAPA JOHN'S INTL PZZA US 555.6 (99.2) 37.1 PAPA JOHN'S INTL PP1 GR 555.6 (99.2) 37.1 PAPA JOHN'S INTL PZZAEUR EU 555.6 (99.2) 37.1 PENN NATL GAMING PN1 GR 5,234.8 (73.1) (129.0) PENN NATL GAMING PENN US 5,234.8 (73.1) (129.0) PHILIP MORRIS IN PM1EUR EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI SW 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1 TE 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 TH 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1CHF EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 GR 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM US 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1 EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 QT 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI1 IX 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI EB 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 GZ 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM LN 42,968.0 (10,230.0) 5,632.0 PINNACLE ENTERTA PNK US 3,950.2 (321.0) (60.7) PINNACLE ENTERTA 65P GR 3,950.2 (321.0) (60.7) PLANET FITNESS-A PLNT US 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL TH 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL GR 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL QT 1,092.5 (136.9) 65.0 PLANET FITNESS-A PLNT1EUR EU 1,092.5 (136.9) 65.0 PLANET FITNESS-A PLNT1USD EU 1,092.5 (136.9) 65.0 PLANET FITNESS-A 0KJD LN 1,092.5 (136.9) 65.0 PLAYAGS INC AGS US 639.8 (19.5) 30.6 PROS HOLDINGS IN PH2 GR 288.7 (47.0) 100.0 PROS HOLDINGS IN PRO US 288.7 (47.0) 100.0 REATA PHARMACE-A RETA US 135.3 (147.0) 85.5 REATA PHARMACE-A 2R3 GR 135.3 (147.0) 85.5 REATA PHARMACE-A RETAEUR EU 135.3 (147.0) 85.5 REGAL ENTERTAI-A RGC US 2,842.9 (855.8) (98.1) REGAL ENTERTAI-A RETA GR 2,842.9 (855.8) (98.1) REGAL ENTERTAI-A RGCEUR EU 2,842.9 (855.8) (98.1) REMARK HOLD INC 3SWN GR 109.7 (9.4) (58.2) REMARK HOLD INC MARK US 109.7 (9.4) (58.2) REMARK HOLD INC MARKEUR EU 109.7 (9.4) (58.2) RESOLUTE ENERGY R21 GR 792.3 (73.8) (109.3) RESOLUTE ENERGY REN US 792.3 (73.8) (109.3) RESOLUTE ENERGY RENEUR EU 792.3 (73.8) (109.3) REVLON INC-A REV US 3,167.8 (701.9) 241.5 REVLON INC-A RVL1 GR 3,167.8 (701.9) 241.5 REVLON INC-A REVEUR EU 3,167.8 (701.9) 241.5 RH RH US 1,801.6 (25.3) 219.2 RH RS1 GR 1,801.6 (25.3) 219.2 RH RH* MM 1,801.6 (25.3) 219.2 RH RHEUR EU 1,801.6 (25.3) 219.2 RH 0KTF LN 1,801.6 (25.3) 219.2 RR DONNELLEY & S DLLN GR 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRD US 3,904.5 (202.9) 663.9 RR DONNELLEY & S DLLN TH 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRDEUR EU 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRDUSD EU 3,904.5 (202.9) 663.9 RYERSON HOLDING RYI US 1,711.9 (7.4) 701.2 RYERSON HOLDING 7RY GR 1,711.9 (7.4) 701.2 SALLY BEAUTY HOL SBH US 2,113.3 (342.6) 573.7 SALLY BEAUTY HOL S7V GR 2,113.3 (342.6) 573.7 SANCHEZ ENERGY C SN US 2,470.6 (41.6) (111.7) SANCHEZ ENERGY C SN* MM 2,470.6 (41.6) (111.7) SANCHEZ ENERGY C SNUSD EU 2,470.6 (41.6) (111.7) SBA COMM CORP 4SB GR 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBAC US 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBJ TH 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBACEUR EU 7,320.2 (2,599.1) (19.4) SBA COMM CORP 4SB GZ 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBACUSD EU 7,320.2 (2,599.1) (19.4) SBA COMM CORP 0KYZ LN 7,320.2 (2,599.1) (19.4) SCIENTIFIC GAMES SGMS US 7,725.3 (2,027.0) 1,136.6 SCIENTIFIC GAMES TJW GR 7,725.3 (2,027.0) 1,136.6 SHELL MIDSTREAM SHLX US 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M GR 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M TH 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M QT 1,366.5 (565.9) 148.7 SIGA TECH INC SIGA US 144.7 (323.1) 30.6 SIRIUS XM HOLDIN SIRI US 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO TH 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GR 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO QT 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIEUR EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GZ 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRI AV 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIUSD EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN 0L6Z LN 8,329.4 (1,523.9) (2,350.6) SIX FLAGS ENTERT SIX US 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT 6FE GR 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT SIXEUR EU 2,456.7 (10.7) (76.8) SOLARWINDOW TECH WNDW US 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDWUSD EU 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDW LN 3.0 (0.9) 2.6 SONIC CORP SONC US 552.9 (237.3) 38.7 SONIC CORP SO4 GR 552.9 (237.3) 38.7 SONIC CORP SONCEUR EU 552.9 (237.3) 38.7 SONIC CORP SO4 TH 552.9 (237.3) 38.7 STARCO BRANDS IN STCBD US 0.3 (1.0) (1.0) STRAIGHT PATH-B STRP US 10.1 (20.3) (13.5) STRAIGHT PATH-B 5I0 GR 10.1 (20.3) (13.5) SYNTEL INC SYNT US 483.7 (12.9) 157.2 SYNTEL INC SYE GR 483.7 (12.9) 157.2 SYNTEL INC SYE TH 483.7 (12.9) 157.2 SYNTEL INC SYE QT 483.7 (12.9) 157.2 SYNTEL INC SYNT1EUR EU 483.7 (12.9) 157.2 SYNTEL INC SYNT* MM 483.7 (12.9) 157.2 SYNTEL INC SYNT1USD EU 483.7 (12.9) 157.2 TAILORED BRANDS TLRD US 2,111.3 (15.0) 735.6 TAILORED BRANDS WRMA GR 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRD* MM 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRDEUR EU 2,111.3 (15.0) 735.6 TANDEM DIABETES TNDM US 95.3 (29.1) 28.1 TANDEM DIABETES TNDMUSD EU 95.3 (29.1) 28.1 TAUBMAN CENTERS TU8 GR 4,214.6 (142.5) - TAUBMAN CENTERS TCO US 4,214.6 (142.5) - TAUBMAN CENTERS 0LDD LN 4,214.6 (142.5) - TINTRI INC TNTR US 76.2 (91.7) (21.7) TINTRI INC 0LFL LN 76.2 (91.7) (21.7) TOWN SPORTS INTE T3D GR 236.7 (78.0) 5.4 TOWN SPORTS INTE CLUB US 236.7 (78.0) 5.4 TRANSDIGM GROUP T7D GR 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDG US 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D QT 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDGEUR EU 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D TH 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDGUSD EU 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP 0REK LN 10,112.1 (2,599.7) 1,447.9 TUPPERWARE BRAND TUP US 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP GR 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP QT 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP GZ 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP TH 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP1EUR EU 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP1USD EU 1,388.0 (119.4) (28.3) ULTRA PETROLEUM UPL US 1,513.0 (1,154.6) (81.1) ULTRA PETROLEUM UPL1EUR EU 1,513.0 (1,154.6) (81.1) ULTRA PETROLEUM UPM1 GR 1,513.0 (1,154.6) (81.1) ULTRA PETROLEUM UPM1 TH 1,513.0 (1,154.6) (81.1) ULTRA PETROLEUM UPM1 QT 1,513.0 (1,154.6) (81.1) ULTRA PETROLEUM UPL1USD EU 1,513.0 (1,154.6) (81.1) UNISYS CORP UIS EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISCHF EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISEUR EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS US 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS1 SW 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 TH 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GR 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GZ 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 QT 2,542.7 (1,325.7) 418.6 UNITI GROUP INC UNIT US 4,330.1 (1,123.6) - UNITI GROUP INC 8XC GR 4,330.1 (1,123.6) - UNITI GROUP INC 0LJB LN 4,330.1 (1,123.6) - VALVOLINE INC VVV US 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 GR 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 TH 1,827.0 (194.0) 367.0 VALVOLINE INC VVVEUR EU 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 QT 1,827.0 (194.0) 367.0 VECTOR GROUP LTD VGR GR 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGR US 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGR QT 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGREUR EU 1,328.3 (331.8) 409.1 VERISIGN INC VRS TH 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GR 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSN US 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS QT 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNEUR EU 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GZ 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSN* MM 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNUSD EU 2,941.2 (1,260.3) 885.6 VIEWRAY INC VRAY US 88.1 (26.6) 27.9 VIEWRAY INC 6L9 GR 88.1 (26.6) 27.9 VIEWRAY INC VRAYEUR EU 88.1 (26.6) 27.9 VTV THERAPEUTI-A VTVT US 27.9 (19.6) (6.6) VTV THERAPEUTI-A 5VT GR 27.9 (19.6) (6.6) W&T OFFSHORE INC WTI US 907.6 (573.5) 22.4 WAYFAIR INC- A W US 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF GR 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF TH 1,213.4 (48.3) 77.1 WAYFAIR INC- A WEUR EU 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF QT 1,213.4 (48.3) 77.1 WAYFAIR INC- A WUSD EU 1,213.4 (48.3) 77.1 WEIGHT WATCHERS WTW US 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 GR 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 QT 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 TH 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WTWEUR EU 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 GZ 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WTWUSD EU 1,246.0 (1,011.5) (134.0) WESTERN UNION WU US 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GR 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U TH 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U QT 9,231.4 (491.4) (1,132.3) WESTERN UNION WUEUR EU 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GZ 9,231.4 (491.4) (1,132.3) WESTERN UNION WUUSD EU 9,231.4 (491.4) (1,132.3) WESTERN UNION 0LVJ LN 9,231.4 (491.4) (1,132.3) WIDEOPENWEST INC WOW US 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 GR 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 QT 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WOW1EUR EU 2,676.5 (288.3) (50.7) WINGSTOP INC WING US 119.8 (48.3) (3.0) WINGSTOP INC EWG GR 119.8 (48.3) (3.0) WINGSTOP INC WING1EUR EU 119.8 (48.3) (3.0) WINMARK CORP WINA US 48.4 (30.7) 11.9 WINMARK CORP GBZ GR 48.4 (30.7) 11.9 WORKIVA INC WK US 157.7 (16.9) (14.0) WORKIVA INC 0WKA GR 157.7 (16.9) (14.0) WORKIVA INC WKEUR EU 157.7 (16.9) (14.0) YELLOW PAGES LTD Y CN 529.9 (218.8) 35.1 YRC WORLDWIDE IN YRCW US 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 GR 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 TH 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 QT 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWEUR EU 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWUSD EU 1,585.5 (353.5) 155.9 YUM! BRANDS INC YUM US 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GR 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR TH 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR QT 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMEUR EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMCHF EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUM SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GZ 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC 0QYD LN 5,311.0 (6,334.0) 995.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***