/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180319.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 19, 2018, Vol. 22, No. 77 Headlines 1776 AMERICAN: $305K Sale of Houston Property to Whipple Approved 23 FARMS: Plan Confirmation Hearing Set for April 5 4 WEST HOLDINGS: March 20 Hearing on Necessity of PCO 8281 MERRILL ROAD: Plan Solicitation Period Extended Until April 7 ACE MOTOR: Case Summary & 13 Largest Unsecured Creditors ACHAOGEN INC: Duggan Raises Stake to 14.2% as of March 13 ACOSTA INC: Bank Debt Trades at 12.73% Off ALL TERRAIN: Seeks Sept. 9 Exclusive Plan Filing Period Extension AMPLIPHI BIOSCIENCES: Reports $12.8 Million Net Loss for 2017 ANDERSON SHUMAKER: Unsecureds to be Paid 6.5% from Carve-Out APPLEWOOD CAFE: Given Until April 30 to File Small Business Plan AUGUSTUS ENERGY: Case Summary & 31 Largest Unsecured Creditors B&G FOODS: S&P Alters Outlook to Negative & Affirms 'BB-' CCR B52 MEDIA: Sales Procedures for Domain Names Approved BAY CITY RECYCLING: Unknown Recovery for Unsecureds Under Plan BLAIR OIL: Trustee's Sale of Yuma Interests to Omega for $6K Okayed BLUFF CREEK: Proposes Public Auction of Equipment BOBILEFF CORP: U.S. Trustee Unable to Appoint Committee BOEGEL FARMS: Auction Sale of Kansas Real Properties Approved BON-TON STORES: April 9, 2018 Auction of All Assets Set BOWMAN DAIRY: Proposes Auction of Personal Property by Schrader BROOKFIELD RESIDENTIAL: S&P Rates New $600MM Unsecured Notes 'B+' CADIZ INC: Reports $33.9 Million Net Loss for 2017 CALLOWAY ENTERPRISES: U.S. Trustee Unable to Appoint Committee CAMBER ENERGY: Closes Acquisition of Texas Oil & Gas Properties CHERRY GROWERS: April 19 Auction Set for Cold Storage Facility CLEAR CHANNEL: $1BB Bank Debt Due July 2019 Trades at 18.53% Off CLEAR CHANNEL: $5BB Bank Debt Due Jan. 2019 Trades at 17.53% Off CLEAR CHANNEL: S&P Puts 'B-' ICR on CreditWatch Developing COBALT INT'L: Files Documents on $578-Million Assets Sales COBALT INT'L: Unsec. Noteholders Protest "Dismal" Auction Results COBALT INT'L: Updated List of Members of Unsec. Noteholders Group COBALT INT'L: Weil Gotshal Represents Allianz & 1st Lien Group COMMUNICATIONS SALES: Bank Debt Trades at 4.7% Off COMMUNITY HEALTH: Bank Debt Trades at 3.57% Off CONCORDIA HEALTHCARE: Bank Debt Trades at 9.92% Off CONSTELLATION HEALTHCARE: Files Chapter 11 to Facilitate Sale CYTOSORBENTS CORP: Achieves Record Revenue & Sales Growth in 2017 DAVID HANKS: Huffman Buying Tipton Property for $122K DIGITAL RIVER: Moody's Affirms B2 CFR & Alters Outlook to Negative DONALD EVANS: $590K Sale of Daphne Property Approved DONALD EVANS: Selling Daphne Property for $590K DONALD NIX: $300K Private Sale of Paterson Property to JCM Approved EDEN HOME: Case Summary & 20 Largest Unsecured Creditors FAIRGROUNDS PROPERTIES: $109K Sale of Hurricane Property Approved FAIRGROUNDS PROPERTIES: $89K Sale of Hurricane Property to BC OK'd FASTLANE HOLDING: S&P Places 'CCC+' CCR on CreditWatch Positive FINJAN HOLDINGS: Posts $22.8 Million Net Income in 2017 FLORIDA FOLDER: Online Auction of Personal Property Approved FORTERRA INC: Bank Debt Trades at 5.58% Off FUN CITY AMUSEMENTS: $250K Sale of All Assets to Kennedy Approved GAYLE HUGHES: Hales Buying Gig Harbor Property for $850K GLOBAL KNOWLEDGE: Bank Debt Trades at 9.92% Off GOODING COUNTY SD: Moody's Affirms Ba1 Rating on $9.4MM GO Bonds GUITAR CENTER: Moody's Cuts PDR to Ca-PD on Proposed Debt Exchange GUITAR CENTER: Offers 2022 PIK Notes + Cash for 2020 Notes GUITAR CENTER: Offers to Swap 2019 Notes with 2021 Notes GUITAR CENTER: Says 92% of Bondholders Support Exchange Offer GULLS PROPERTY: Voluntary Chapter 11 Case Summary HARRIS FINANCIAL: Case Summary & 4 Unsecured Creditors HARVEY GULF: Moody's Lowers CFR to Ca Following Bankr. Filing HCA INC: Fitch Assigns BB+ Rating to $2.66 Bilion Term Loans HCR MANORCARE: Allowed to Use Cash Collateral on Interim Basis HELIOS AND MATHESON: Has 81.2% Stake in MoviePass as of March 8 HESS INFRASTRUCTURE: Fitch Affirms BB IDR & Alters Outlook to Neg. HOVNANIAN ENTERPRISES: Stockholders Elect Seven Directors HUSKY INC: New Plan to Pay CRIM in Full Plus Interest in 60 Months I-LIGHTING LLC: Delays Plan for Additional Revenue Stream ICONIX BRAND: Widens Net Loss to $489.2 Million in 2017 IHEARTMEDIA INC: Private Offers to Bondholders, Lenders Cancelled IHEARTMEDIA INC: S&P Lowers CCR to 'D' Amid Bankruptcy Filing IHEARTMEDIA INC: Unveils Initial Financial Results for 2017 JACOB WIRTH: Exclusive Plan Filing Period Extended Through June 15 JC PENNEY: Bank Debt Trades at 3.75% Off JEJP LLC: $3.2M Sale of Industrial Equipment to Prime Downhole OK'd JERRY DAVIS: Reaches Buying Greensboro Property for $50K JOHNNY CHIMPO: March 22 Trial on Value of Liquor License KADMON HOLDINGS: Acuta Capital Has 8% Stake as of Dec. 31 KADMON HOLDINGS: RA Capital Has 9.9% Stake as of Dec. 31 KONA GRILL: Anson Funds Lowers Stake to 2.4% by Dec. 31 KONA GRILL: Renaissance Technologies Reports 7.87% Stake LAWRENCE D. FROMELIUS: $150K Sale of Lacon Property to Galena OK'd LAYNE CHRISTENSEN: Will be Acquired by Granite Construction LIFEMILES LTD: Moody's Alters Outlook to Neg. & Affirms Ba2 CFR LIGHTBRIDGE CORP: Incurs $7.38 Million Net Loss in 2017 LIGHTSQUARED INC: Bank Debt Trades at 8.67% Off LIVE NATION: S&P Rates $300MM Senior Unsecured Notes Due 2026 'B+' LOPAREX INT'L: Moody's Assigns B2 CFR; Outlook Stable M & G USA: $1M Sale of Shares in Chemtex Entities to Chemtex Okayed M & G USA: Exclusive Filing Period Extended Through June 21 MARIMED INC: Obtains $2.83 Million from Common Stock Sale MARKPOL DISTRIBUTORS: U.S. Trustee Forms Five-Member Committee MAURICE SPORTING: Wants Exclusive Plan Filing Extended to June 18 MAY ARTS: To Pay Unsecured Creditors $50K Over Five Years MBW FURNITURE: U.S. Trustee Unable to Appoint Committee MICHAEL WORLEY: Sale of 2009 GMC Yukon XL to Hedge Auto Approved MICHELE MAYER: $325K Sale of Visalia Property Approved MONITRONICS INT'L: Bank Debt Trades at 2.06% Off MURRAY ENERGY: Bank Debt Trades at 13% Off NATURE'S BOUNTY: Bank Debt Trades at 3.81% Off NEW ENGLAND ORTHOTIC: SSG Acted as Investment Banker in Debt Sale NORTH FORK GROUP: Property Sale Proceeds to Fund Proposed Plan NORTHWEST TERRITORIAL: Trustee's $2M Sale of Physical Assets Okayed NOVA SECURITY: Unsecureds to Receive 11% Under Proposed Plan ORANGE ACRES: Exclusive Plan Filing Deadline Moved to March 27 OREXIGEN THERAPEUTICS: March 21 Mtg. Set to Form Creditors' Panel ORION HEALTHCORP: Case Summary & 75 Largest Unsecured Creditors OSCAR SQUARED: Varley Buying Taunton Property for $390K P.D.L. INC: Exclusive Plan Filing Period Extended Through June 14 PARKLAND FUEL: Moody's Assigns Ba3 CFR; Outlook Stable PELICAN REAL ESTATE: Trustee's $100K Sale of Torok Pool Approved PETSMART INC: Bank Debt Trades at 19.06% Off PHILADELPHIA SD: Moody's Assigns Ba2 Rating on $251.8MM GO Bonds PISCES MIDCO: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable POST GREEN: $5.8M Sale of San Francisco Property to Local Approved PRIMA PASTA: Plan to Pay Unsecured Creditors 30% of Claims PRODUCTION PATTERN: Has Until April 16 to Exclusively File Plan QUALITY CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors REEVES DEVELOPMENT: Seeks Court OK of Liquidation Plan Modification REMINGTON OUTDOOR: Lenders Move Bankruptcy Filing to March 19 RENTECH WP: Plan Confirmation Hearing Set for April 4 REX ENERGY: Will Sell Non-Core Assets to XPR for $17.2 Million RICHARD ELBERT: U.S. Trustee Forms 2-Member Committee RIEDESEL ENGINEERING: Case Summary & 20 Top Unsecured Creditors ROBERT STEELHAMMER: Selling Galveston Condo Units & Ford F350 Truck SAEXPLORATION HOLDINGS: BlueMountain Has 16.2% Stake as of March 6 SALEM CITY: Moody's Affirms Ba3 GOULT Rating; Outlook Still Neg. SAMUEL WYLY: Selling Audubon & Additional Assets Through Jewel Box SANDY CREEK: Bank Debt Trades at 15.67% Off SCHROEDER BROTHERS: Cooperative Credit Opposes Plan Outline SEADRILL LIMITED: Bank Debt Trades at 14.42% Off SEANERGY MARITIME: Lowers Net Loss to US$3.2 Million in 2017 SEARS HOLDINGS: CEO Edward Lampert Gets Additional 159.6K Shares SEARS HOLDINGS: Posts Fourth Quarter Net Income of $182 Million SHIRAZ HOLDINGS: Plan Solicitation Exclusivity Extended to March 30 SOLAT LLC: $2M Sale of San Antonio Property to Sunshine Approved SOUTHEASTERN GROCERS: Wheeler Discloses Lease Changes, Recaptures STAFFING GROUP: Relocates Its Headquarters to North Carolina STAFFING GROUP: Kimberly Thompson Quits as President STEPSTONE GROUP: S&P Rates New $160MM Secured Loans 'BB' SUPERIOR HOME: Case Summary & 20 Largest Unsecured Creditors TALMADGE RAMSEY, JR: $280K Sale of Statesbro Residence Approved TALMADGE RAMSEY, JR: $565K Sale of Jekyll Island Property Approved TD MANUFACTURING: Auction Sale of Equipment Approved TELEXFREE LLC: Trustee's Sale of Davenport Property for $400K OK'd TIMBERVIEW VETERINARY: M&T to be Paid in Full at 3.25% Interest TK HOLDINGS: Plan Exclusivity Periods Extended Through April 30 TOYS "R" US: KBRA Sees 111 Loans Totaling $4.9B With Exposure TRIDENT BRANDS: Incurs $6.87 Million Net Loss in Fiscal 2017 VERTEX ENERGY: Reports $8.43 Million Net Loss for 2017 VSAC LLC: U.S. Trustee Unable to Appoint Committee WELLMAN DYNAMICS: Sale of All Assets to TCTM for $21M Approved WEST TEXAS RENAL: March 22 Patient Care Ombudsman Hearing WESTINGHOUSE ELECTRIC: Wants to Maintain Exclusivity Through Oct. 1 WESTMORELAND RESOURCE: Inks Loan Default Waiver Agreement WILL COUNTY SD: Moody's Affirms Ba1 GOULT Rating; Outlook Stable WILLIAMS FLAGGER: New Plan Discloses Subcontract Agreement with JJA XPLORADOR INC: U.S. Trustee Unable to Appoint Committee [*] FTI's Carlyn Taylor Named American College of Bankruptcy Fellow [*] Retail Defaults to Peak in Early 2018, Moody's Says [^] BOND PRICING: For the Week from March 12 to 16, 2018 ********* 1776 AMERICAN: $305K Sale of Houston Property to Whipple Approved ----------------------------------------------------------------- Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas authorized 1776 American Properties IV, LLC and affiliates to sell 1776 American Properties V, LLC's unimproved property located at 0 Jewett St., Houston, Texas, also known as Lot 1 and 2, Block 1, Jewett Place, to Kimberly Whipple or her assignee for $305,000. With the exception of the 2018 ad valorem tax lien, the sale of the Property by the Debtor to the Purchaser will be made free and clear of all liens, claims, encumbrances, judgments, deeds of trust, and other interests. Any liens, claims and encumbrances, attach to the net sale proceeds in the same order of priority as exist under non-bankruptcy law. All ad valorem tax liens on the Property will be paid at closing, and the Seller's portion of all normal and customary closing costs and fees, including but not limited to owners association fees or dues. Erich Mundinger is authorized on behalf of the Debtor to execute all instruments and documents and to perform all other actions necessary to consummate the transaction contemplated under this Order and the Contract. The 14-day stay requirements of Bankruptcy Rule 6004(h) are waived. About 1776 American Properties IV Historically, 1776 American Properties IV LLC, et al., were companies managed by Jeff Fisher. In 2008, Mr. Fisher began investing in real estate in the Houston area. Mr. Fisher worked with friends and other business contacts in Asia who decided to invest in special purpose entities organized in the Cayman Islands. The offshore companies would then loan money to Delaware based limited liability companies, who in turn invested in real estate in the United States. By 2012, the U.S. based LLC's had acquired over 70 properties worth over $10 million. As of January 2017, 1776 American Properties, et al., own 116 rental single family homes / apartment units, five single family homes, and 76 vacant lots. In addition, 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were signed by Jeff Fisher, their director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers P.C., serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the bankruptcy cases, and no official committee of unsecured creditors has been established. 23 FARMS: Plan Confirmation Hearing Set for April 5 --------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida issued an amended order conditionally approving 23 Farms, LLC's amended disclosure statement filed on Jan. 28, 2018. March 29, 2018 is fixed as the last day for filing and serving written objections to the amended disclosure statement and is fixed as the last day for filing acceptances or rejections of the amended plan. A confirmation hearing will be held at U.S. Courthouse, 401 S.E. First Avenue, Third Floor, Courtroom 3, Gainesville, FL on April 5, 2018 at 10:45 AM, Eastern Time. Objections to confirmation must be filed and served seven days before the confirmation hearing. The Troubled Company Reporter previously reported that Class 11 unsecured creditors will be paid a total of $50,000 with no interest on a pro rata basis. Payments of $5,000 will be made on a semiannual basis, with the first payment due six months following the Effective Date of the Plan. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/flnb17-10015-165.pdf About 23 Farms LLC 23 Farms, LLC, a Newberry, Florida-based company with a farming operation, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 17-10015) on Jan. 20, 2017. The petition was signed by Joey D. Langford, II, managing member. The case is assigned to Judge Karen K. Specie. The Debtor is represented by Lisa Caryl Cohen, Esq., at Ruff & Cohen, P.A. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. 4 WEST HOLDINGS: March 20 Hearing on Necessity of PCO ----------------------------------------------------- Judge Harlin DeWayne Hale of the the U.S. Bankruptcy Court for the Northern District of Texas sets a hearing on March 20, 2018 at 1:30 p.m. to determine the issue of whether or not a patient care ombudsman will be appointed in the Chapter 11 case of 4 West Holdings, Inc. and its debtor-affiliates. About 4 West Holdings 4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are licensed operators of 41 skilled nursing facilities and manage one skilled nursing facility located in seven states: Georgia, Indiana, Mississippi, North Carolina, South Carolina, Tennessee and Virginia. In addition, one of related entity, Palladium Hospice and Palliative Care, LLC f/k/a Ark Hospice, LL,C provides hospice and palliative care services at certain of the Facilities and other third party locations. They employ approximately 5,000 people, including but not limited to, nurses, nursing assistants, social workers, regional directors and supervisors. 4 West Holdings, Inc. and 134 of its affiliates and subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Northern District of Texas in Dallas seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring plan that contemplates the transfer of 22 facilities to new operations. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession. 4 West Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the filing. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Houlihan Lokey as investment banker; Crowe Horwath LLP as financial advisor; Ankura Consulting Group, LLC, as interim management services provider; and Rust Consulting/Omni Bankruptcy as claims agent. 8281 MERRILL ROAD: Plan Solicitation Period Extended Until April 7 ------------------------------------------------------------------ Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of 8281 Merrill Road A, LLC, and 8281 Merrill Road C, LLC, has extended the time prescribed for Debtors' exclusive right to solicit acceptance of their Chapter 11 Plan through and including April 7, 2018. The Troubled Company Reporter has previously reported that the Debtors sought for exclusivity solicitation period extension to provide them ample time to negotiate and prepare adequate information as it continued to negotiate with creditors to advance restructuring of its debt. The Debtors said that this bankruptcy case involves several unresolved contingencies, including negotiations with potential claimants and analysis of the most prudent method of maximizing value of Debtors' assets. On Dec. 15, 2017, the Debtor filed a Plan for Substantively Consolidated Debtors and Disclosure Statement in Connection with Chapter 11 Plan for Substantively Consolidated Debtors. About 8281 Merrill Road A 8281 Merrill Road A, LLC, is a manager-managed limited liability company with manager, Jacksonville Merrill Dealership, LLC, which is itself managed by Daniel Rusche. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-17027) on June 2, 2017. In the petition signed by Tim O'Brien, manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Raymond B. Ray presides over the case. Messana, PA, is the Debtor's counsel. ACE MOTOR: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Ace Motor Acceptance Corporation 111 Cupped Oak Drive Suite F Matthews, NC 28104 Type of Business: Ace Motor Acceptance Corporation, founded in 1998, is a North Carolina corporation that provides automobile loans. Formerly known as Ace Financial Services Inc., AMAC focused on a point of sale special finance program. In 2010 the Company added a program offering financing to Buy Here Pay Here (BHPH) dealers. In 2011, the Company developed and trademarked its BHPH in a Box program. BHPH in a Box provides a wide array of benefits to BHPH dealers including capital to fund receivables and floorplan lines to fund inventory. Additional benefits include training, insurance tracking and a reports package to assist dealers in many aspects of running a BHPH dealership. Visit https://acemotoracceptance.com for more information. Chapter 11 Petition Date: March 15, 2018 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Case No.: 18-30426 Judge: Hon. Laura T. Beyer Debtor's Counsel: James H. Henderson, Esq. THE HENDERSON LAW FIRM 1201 Harding Place Charlotte, NC 28204-2248 Tel: 704.333.3444 Fax: 704.333.5003 Email: henderson@title11.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Russell E Algood, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ncwb18-30426.pdf List of Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Automasters $0 116 N Main Street Sweetser, IN 46987 AutoScribe Vision Insurance $0 9711 Washingtonian Blvd Gaithersburg, MD 20878 Experian $0 PO Box 881971 Los Angeles, CA 90088-1971 Experian Schaumburg $0 955 American lane Schaumburg, IL 60173 Guardian Insurance $0 PO Box 824404 Philadelphia, PA 19182-4404 Hanover Insurance Insurance $0 PO Box 580045 Charlotte, NC 28258-0045 Liberty Mutual Insurance Insurance $0 PO Box 2015 Keene, NH 03431-7051 One Path Insurance $0 170 Chastain Meadows Court Kennesaw, GA 30144 Pitney Bowes Global $0 PO Box 371887 Pittsburgh, PA 15250 Pitney Bowes $0 Purchase Power PO Box 371874 Pittsburgh, PA 15250-7874 Toshiba Copier $0 PO Box 790448 Saint Louis, MO 63179-0448 United Healthcare $0 PO Box 94017 Palatine, IL 60094-4017 Windstream Utility $0 PO Box 9001908 Louisville, KY 40290-1908 ACHAOGEN INC: Duggan Raises Stake to 14.2% as of March 13 --------------------------------------------------------- In an amended Schedule 13D/A filed with the Securities and Exchange Commission, Robert W. Duggan disclosed that as of March 13, 2018, he beneficially owns 6,347,318 shares of common stock of Achaogen, Inc., constituting 14.2% of the shares outstanding. That amount represents (i) 6,275,148 Shares held directly by Mr. Duggan and (ii) 72,170 Shares held by Genius Inc. The aggregate percentage of Shares reported is based on 44,725,369 Shares outstanding, as of Feb. 23, 2018, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on Feb. 27, 2018. The aggregate purchase cost of the 6,275,148 Shares owned directly by Mr. Duggan is approximately $94,081,416, including brokerage commissions. Those Shares were acquired with personal funds. The aggregate purchase cost of the 72,170 Shares owned by Genius Inc., which Mr. Duggan is the sole shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $1,630,879, including brokerage commissions. Such Shares were acquired with working capital. A full-text copy of the regulatory filing is available at: https://is.gd/p7i6DB About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a clinical-stage biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $125.6 million on $11.17 million of contract revenue for the year ended Dec. 31, 2017, compared to a net loss of $71.22 million on $41.77 million of contract revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Achaogen had $197.07 million in total assets, $65.10 million in total liabilities, $10 million in contingently redeemable common stock and $121.96 million in total stockholders' equity. ACOSTA INC: Bank Debt Trades at 12.73% Off ------------------------------------------ Participations in a syndicated loan under which Acosta Inc. is a borrower traded in the secondary market at 87.27 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.92 percentage points from the previous week. Acosta Inc. pays 325 basis points above LIBOR to borrow under the $2.055 billion facility. The bank loan matures on September 26, 2021. Moody's rates the loan 'B3/B-' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. ALL TERRAIN: Seeks Sept. 9 Exclusive Plan Filing Period Extension ----------------------------------------------------------------- All Terrain LLC asks the U.S. Bankruptcy Court for the District of Idaho to extend the exclusivity periods for an additional 180 days, to file and solicit acceptance of a Chapter 11 Plan to Sept. 9, 2018 and Nov. 8, 2018, respectively. The Debtor submits that it would be in the best interests of all parties involved to allow additional time, given the complexity of this case, for the Debtor to have additional time to present a Plan. Specifically, the Debtor is an interested party in two other bankruptcy cases, which were filed shortly before this case. The Debtor has been required to provide information to the Trustee and/or counsel, reducing the time available to prepare and present a Plan. The Debtor has had difficulty finding a disinterested accountant willing to act as Debtor's Chapter 11 accountant. As a result, Debtor has not yet filed its Monthly Operating Reports for November, December, January, and February, nor its six month cash projection. The application of Bryan Snarr was granted March 2, 2018, nunc pro tunc to February 1, 2018. However, Mr. Snarr declined to commence work on the Monthly Operating Reports and six-month cash projection until his application was granted. Due to his tax return practice, Mr. Snarr will need until the end of March to complete work on the past due Monthly Operating Reports. Additionally, the Debtor needs additional time to develop its business plan prior to filing a Disclosure Statement and Plan. The Debtor does not believe there is any prejudice to any unsecured creditor occasioned by the requested extension because the Debtor is in the best position to prepare not only the Disclosure Statement, but also the Plan. About All Terrain Headquartered in Saint Anthony, Idaho, All Terrain LLC provides home moving services. The company's moving services include crane and rigging, historic preservation, residential moving, doublewide moving, and commercial moving. It is affiliated with Hathaway Homes Group LLC, a dealer of recreational vehicle and manufactured homes in South East Idaho. Hathaway Homes sought bankruptcy protection on Nov. 10, 2017 (Bankr. D. Id. Case No. 17-40992). All Terrain sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40999) on Nov. 13, 2017. In the petition signed by Paul J. Hathaway, member and manager, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. Kohler Law Office is the Debtor's bankruptcy counsel. AMPLIPHI BIOSCIENCES: Reports $12.8 Million Net Loss for 2017 ------------------------------------------------------------- Ampliphi Biosciences Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to common stockholders of $12.83 million on $115,000 of revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $24.27 million on $260,000 of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, AmpliPhi had $11.13 million in total assets, $3.40 million in total liabilities and $7.73 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. The Company said it is exploring multiple financing options. R&D expenses for 2017 were $2.9 million compared to $5.7 million for 2016. The decrease was due to lower professional and consulting fees and clinical expenses. R&D expenses were offset by $2.0 million in tax rebates from the Australian government for qualified R&D expenditures in 2017 compared to $0.9 million in 2016. G&A expenses for 2017 were $7.6 million compared to $8.4 million in 2016. The decrease was primarily attributable to decreases in non-cash stock-based compensation and other charges in 2017. Net cash used in operating activities for 2017 was $9.2 million compared to $10.6 million for 2016. Cash and cash equivalents as of Dec. 31, 2017 totaled $5.1 million. As of March 14, 2018, there were 13.7 million shares of common stock outstanding. Fourth Quarter 2017 Financial Results For the three months ended Dec. 31, 2017, AmpliPhi reported a net loss attributable to common stockholders of $2.35 million on $20,000 of revenue compared to a net loss attributable to common stockholders of $9.50 million on $22,000 of revenue for the same period a year ago. Research and development expenses for the fourth quarter of 2017 were $1.1 million compared to $0.8 million for the fourth quarter of 2016. General and administrative expenses were $1.3 million for the fourth quarter of 2017 compared to $1.5 million for the fourth quarter of 2016. The decrease was primarily due to a decrease in non-cash stock-based compensation. "I'm delighted to report that AmpliPhi made progress in the fourth quarter and into 2018," said Paul C. Grint, M.D., CEO of AmpliPhi Biosciences. "The highlight of the period was the announcement of positive topline results from our expanded access program to treat severely ill patients with AB-SA01 or AB-PA01, our bacteriophage therapeutic candidates targeting resistant Staphylococcus aureus and Pseudomonas aeruginosa infections. Expansion of this innovative and potentially life-saving program continues, as evidenced by the collaboration agreement we recently signed with the U.S. Department of Veteran Affairs. Our plan remains to bring the data to the FDA in mid-2018, obtain feedback on the path to regulatory approval, and potentially initiate a Phase 2 or registrational clinical study as early as the second half of 2018." A full-text copy of the Form 10-K is available for free at: https://is.gd/bPS6Ai About AmpliPhi Biosciences Based in San Diego, California, AmpliPhi Biosciences Corporation -- http://www.ampliphibio.com/-- is a clinical-stage biotechnology company focused on treating antibiotic-resistant infections using its proprietary bacteriophage-based technology. AmpliPhi's lead product candidates target multidrug-resistant Staphylococcus aureus and Pseudomonas aeruginosa, which are included on the WHO's 2017 Priority Pathogens List. Phage therapeutics are uniquely positioned to address the threat of antibiotic-resistance as they can be precisely targeted to kill select bacteria, have a differentiated mechanism of action, can penetrate and disrupt biofilms (a common bacterial defense mechanism against antibiotics), are potentially synergistic with antibiotics and have been shown to restore antibiotic sensitivity to drug-resistant bacteria. ANDERSON SHUMAKER: Unsecureds to be Paid 6.5% from Carve-Out ------------------------------------------------------------ Anderson Shumaker Company filed with the U.S. Bankruptcy Court for the Northern District of Illinois a first amended disclosure statement in conjunction with its first amended plan of liquidation. Class 4 under the latest plan is the Secured Claim of Ford Motor Credit Company attaching to a 2014 Ford F450 which will continue to be paid according to the terms of the loan documents between the Debtor and FMCC in the event the successful purchaser of the Debtor's assets decides to continue using the Vehicle subject to the Class 4 Claim. If the successful purchaser does not assume the Class 4 claim, the vehicle(s) subject to the Class 4 Claim will either be returned to FMCC, or the loan assumed by the Debtor's employee(s) currently using the vehicle(s). Claims of general unsecured creditors in Class 5, in the amount of approximately $2,200,000, will be paid a 6.5% distribution out of the Carve-Out. Distributions under the Plan will be made from the sale of the Debtor's assets. The Troubled Company Reporter previously reported that Class 4 general unsecured claims will be repaid 10%, on a quarterly basis, over a five-year period, beginning with the first quarter 60 days after the effective date of the plan of reorganization. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb17-05206-196.pdf About Anderson Shumaker Based in Chicago, Illinois, Anderson Shumaker Company provides open die forgings and custom forgings in various shapes and finishes using stainless steel, aluminum, carbon steel and various grades of alloy steel. Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-05206) on Feb. 23, 2017. In the petition signed by CEO Richard J. Tribble, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Donald R Cassling. Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman, Simon, Welch & Clar serve as counsel to the Debtor. The Debtor tapped CFO Advise LLC as financial advisor and RSM US LLP as accountant. In September 2017, the Debtor sought approval to hire Fort Dearborn Partners Inc. as its financial advisor, to provide projections for its Chapter 11 plan of reorganization and to perform financial functions required during the remainder of the Debtor's bankruptcy case. U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The committee members are: (1) Electralloy, G.O. Carlson, Inc.; (2) Carlson Tool & Manufacturing Corp.; (3) Progressive Steel Treating, Inc.; (4) Haynes International, Inc.; and (5) Ellwood Group. Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L. Janczak, Esq., and Trinitee G. Green, Esq., at Freeborn & Peters LLP, serve as counsel to the Committee. APPLEWOOD CAFE: Given Until April 30 to File Small Business Plan ---------------------------------------------------------------- The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the Western District of New York extended the deadline within which Applewood Cafe, LLC, d/b/a Apple Wood Cafe & Catering must file its Small Business Plan and Disclosure Statement through April 30, 2018. As reported by the Troubled Company Reporter on Feb. 28, 2018, asked the Court to extend the upcoming deadline for a relatively brief additional period to ensure that its objective is accomplished before the Debtor's time to do so has expired. The Debtor intends to file that Small Business Plan and Disclosure Statement as soon as practicable. The Debtor's counsel has prepared an initial draft of the Debtor's Small Business Plan and Disclosure Statement and still needs to confer further with the Debtor's principals regarding the terms of the Plan and regarding their preparation of projections and a liquidation analysis which will be needed to accompany the Plan. Recognizing the deadline -- the statutory deadline is March 15, 2018 -- for the filing of a Small Business Plan and Disclosure Statement is rapidly approaching, however, an extension of this deadline has been sought. Since the commencement of the case, the Debtor has made a number of steps along the path toward reorganization. Initially, as of the Filing, the Debtor obtained authorization to use cash collateral subject to liens of its principal secured creditor, the New York State Department of Taxation and Finance. The Debtor is currently making adequate protection payments to NYS Tax in amounts sufficient to amortize the total of the Debtor's prepetition secured and priority State tax liabilities within 60 months of the Filing of this case. Additionally, with the consent of NYS Tax, the Debtor's use of cash collateral has been extended by the Court until such time as: (1) the Debtor confirms a Chapter 11 Plan of Reorganization; (2) a Chapter 11 Trustee is appointed; (3) this case is converted or dismissed; or (4) the Court orders otherwise. The Court has established Sept. 15, 2017 as the date by which all prepetition claims must be filed. The Debtor has generally been operating at a profit. The Debtor has sought and obtained authority to assume its pre-petition leases for its restaurant location and certain equipment located at 5385 Main Street, Williamsville, New York 14221. About Applewood Cafe Applewood Cafe, LLC, doing business as Apple Wood Cafe & Catering, is a New York corporation which operates a restaurant and a catering service located in Williamsville, New York. Applewood Cafe filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-11049) on May 19, 2017. In the petition signed by Rebecca L. Morgan, member, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, serves as counsel to the Debtor. AUGUSTUS ENERGY: Case Summary & 31 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Augustus Energy Resources, LLC 2016 Grand Avenue, Suite A Billings, MT 59102 Type of Business: Augustus Resources, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non- operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Chapter 11 Petition Date: March 16, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 18-10580 Judge: Hon. Laurie Selber Silverstein Debtor's General Bankruptcy Counsel: Christopher L. Richardson, Esq. Thomas C. Bell, Esq. Kyler K. Burgi, Esq. DAVIS GRAHAM & STUBBS LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 Tel: (303) 892-9400 Fax: (303) 893-1379 Email: chris.richardson@dgslaw.com tom.bell@dgslaw.com kyler.burgi@dgslaw.com Debtor's Local Bankruptcy Counsel: William A. Hazeltine, Esq. SULLIVAN HAZELTINE ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: 302-428-8191 Fax: 302-428-8195 Email: whazeltine@sha-llc.com - and - William D. Sullivan, Esq. SULLIVAN HAZELTINE ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 Email: bsullivan@sha-llc.com Debtor's Claims/ Noticing Agent: JND CORPORATE RESTRUCTURING Web site: http://www.jndla.com/cases/augustusenergy Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Steven D. Durrett, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb18-10580.pdf List of Debtor's 31 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank N.A. $14,402,479 P.O. Box 601083 Charlotte, NC 28260-1083 Bryan McDavid Tel: 713-319-1611 Email: bryan.m.mcdavid@wellsfargo.com Foundation Energy Mgmt, LLC $92,073 Email: jdix@foundationenergy.com Augustus Energy Partners II $86,613 Centry Production Inc. $66,832 John D Anderson $33,188 Enterprise Fleet Services $29,000 Email: jason.t.schultz@efleets.com Highline Electric Assoc $28,806 Rosewood Resources, Inc. $25,806 Email: ryates@rosewd.com Y-W Electric Association, Inc. $25,774 Phillip Charles Wingfield Trst $16,783 Colorado Board of Land Commissioners $13,750 Email: dnr_colorado_royalty_data@state.CO.US T H McElvain Oil & Gas LLLP $12,085 J&L Auto Inc. $8,873 Email: jandlauto@centurytel.net Conrad Oil & Gas, Ltd. $7,979 Mary Lou Sharpe $7,822 Jennie K. Monk Life Estate $7,776 Kitzmiller Grazing Association $7,690 C J Elliott $7,328 Warren Resources #1 LLC $7,309 Email: jim@petron.net Wright Express FSC (WEX INC) $7,225 Bob Ferguson $6,852 Bear Creek Energy $6,275 Email: nhamersky@comcast.net Flame Royalties, Inc. $6,204 Lippert Land & Minerals, LLC $5,830 Noble Energy, Inc. $5,737 Otto E Lueking, Jr. $5,100 Claremont Tax Associates $5,000 Email: jlcook2@gte.net Synergy Resources Corp. $4,997 Email: mhaney@srcenergy.com Loto Energy II LLC $4,940 GAS Analytical Services, Inc. $4,000 Email: accounts.receivable@gasana.com Baker Hughes, a GE Company LLC $4,000 Email: Shanna.miller@bakerhughes.com B&G FOODS: S&P Alters Outlook to Negative & Affirms 'BB-' CCR ------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit rating on Parsippany, N.J.-based B&G Foods Inc. and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'BB+' issue-level rating on the company's $700 million revolving credit facility and $650.1 million term loan B-3 due 2022. Our recovery rating on the senior secured credit facilities is '1', indicating our expectations of very high (90% to 100%, rounded estimate 95%) recovery in the event of a payment default. "We also affirmed our 'B+' issue-level ratings on the company's $700 million senior unsecured notes due 2021 and $900 million senior unsecured notes due 2025. Our '5 recovery ratings on the senior unsecured notes remain unchanged, indicating our expectations of modest (10% to 30%, rounded estimate 15%) recovery in the event of payment default. Debt outstanding as of December 2017 was approximately $2.2 billion. "The outlook revision to negative from stable reflects our view that leverage for 2018 will remain elevated near 5.5x after the company's weaker-than-expected operating performance in 2017. This is above our previous expectation of leverage falling below 5x by the end of 2018. The company missed their 2017 topline guidance as some retailers stopped taking inventory at the end of the year and faced headwinds of elevated freight costs, increased marketing spending for Green Giant, lower mix, and unfavorable currency impacts. These factors combined led to pro forma leverage of 5.8x for 2017. "The negative outlook reflects the company's lower-than-expected operating performance that has resulted in leverage above our prior expectations. "We would lower the ratings if leverage remains over 5.5x on a sustained basis, which could occur if the company increases debt to fund shareholder-friendly activities such as acquisitions, dividends, or share repurchases, or if profitability weakens due to a material topline miss, higher freight, or marketing costs. "We would revise the outlook to stable if the company outperforms our base case and we expect leverage to be in the low-5x area or below in the next 12 months. This could happen if profitability improves by at least 200 basis points or if the company applies discretionary cash flow (free operating cash flow after dividends) towards debt repayment. Additionally, we would expect the company would not raise leverage for acquisitions or share repurchases." B52 MEDIA: Sales Procedures for Domain Names Approved ----------------------------------------------------- Judge Michelle M. Harner of the U.S. Bankruptcy Court for the District of Maryland authorized B52 Media, LLC's sales procedures in connection with its proposed continued sale of domain names in the ordinary course of its business. A hearing on the Motion was conducted on March 8, 2018. The Sale Procedures are: a. For the sale of a domain name by private sale in an amount greater than $50,000, as well as the sale of certain specific domain names described on the record at the hearing, the Debtor will file a notice of sale with the Court, identifying the domain name to be sold, the proposed sale price, the payment terms, and commission earned. b. Any objection to such notice of Private Sale will be filed within four business days of the date of such notice. If no objection is filed, the Debtor will be authorized to sell the domain name without further notice or order of Court. If an objection to such notice of Private Sale is timely filed, the Court will determine whether to approve such specific Private Sale. c. Except as otherwise set forth or on the record of the hearing, the Debtor will not be required to file a notice of sale or otherwise seek approval of the Private Sale of a domain name for a purchase price less than $50,000. d. For the sale of any domain name at auction, the Debtor shall, within seven days of such Auction Sale, file a notice with the Court identifying the date(s) and time(s) of the Auction Sale, the name of company or individual conducting the Auction Sale, the identity of any domain name(s) to be auctioned, and whether the auction will be an absolute auction or subject to reserve (though the reserve price need not be disclosed). e. Upon sale of a domain name by Private Sale or Auction Sale, the Debtor will be authorized to pay any earned commission owed on such sale, provided, however, nothing will relieve the Debtor of its obligation under Sections 327, 328 and 330 of the Bankruptcy Code to seek approval of and compensation for any professionals employed by the Debtor. f. Notwithstanding anything to the contrary, the Debtor will be required to ask Court approval, by motion and notice, of any sale of domain name(s) to an insider of the Debtor as defined in Section 101, regardless of the amount of the purchase price. The Debtor will file a report of sale of any and all domain names sold within 10 days of the date of the closing of such sale(s). The sale of the domain name identified in the Amended Notice of Sale filed on March 1, 2018 is approved. All net sale proceeds will be deposited into the Debtor's DIP bank account. The Order preserves the notice rights in favor of Mr. Rajwani described on the record at the hearing. To the extent applicable, the 14-day automatic stay of execution of the Order is modified to provide that the Debtor and other parties may immediately consummate the sale of domain names pursuant to the Sales Procedures set forth. About B52 Media LLC Headquartered in Pikesville, Maryland, B52 Media, LLC -- http://www.b52.com/-- is in the online services technology consulting business. It helps small and large corporations find the right domain names for their businesses. B52 Media also designs and builds professional powered Web sites and offers marketing strategies. B52 Media sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-12045) on Feb. 16, 2018. In the petition signed by Jonathan Bierer, authorized representative, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Michelle M. Harner presides over the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., is the Debtor's legal counsel. BAY CITY RECYCLING: Unknown Recovery for Unsecureds Under Plan -------------------------------------------------------------- Bay City Recycling, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a small business disclosure statement describing its chapter 11 reorganization plan dated March 2, 2018. Toyota Motor Credit Corporation holds an allowed secured claim in the amount of $1,513.16, less credit for any adequate protection payments received prior to confirmation; and an allowed unsecured claim in the amount of $0.00. Toyota Motor Credit's claim is impaired. The allowed secured claim will be paid over 24 months, from the anniversary of the petition date, beginning on the 15th day of the first month after confirmation of the plan, together with interest at 4.5% per annum. Toyota Motor Credit will retain all pre-petition liens on all collateral until its secured claim is paid in full. General unsecured creditors in Class 5 will be paid a distribution. Payments and distributions under the Plan will be funded by the normal operations of the company. The primary risk factor to the success of the Plan is the possibility that the sales will underperform and not be sufficiently profitable to fund the payments required by the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txnb17-41675-11-237.pdf About Bay City Recycling Bay City Recycling, LLC, based in Fort Worth, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41675) on April 24, 2017. The petition was signed by David Vega, manager. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Russell F. Nelms presides over the case. Craig D. Davis, Esq., at Davis Ermis & Roberts, P.C., serves as bankruptcy counsel. BLAIR OIL: Trustee's Sale of Yuma Interests to Omega for $6K Okayed ------------------------------------------------------------------- Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado authorized Blair Oil Investments, LLC ("BOI") by Jeffrey A. Weinman, Chapter 7 Trustee of the bankruptcy estate of Peter H. Blair, to sell BOI's interest in oil and gas leases with wells and production equipment, oil and gas fixtures and personal property located in Yuma County, Colorado to Omega Resources, Inc. for $6,000. The sale is free and clear of any liens, claims and interests, including but not limited to any tax liens, any recorded or potential mechanic's liens against the Yuma Interests. The Debtor is authorized to pay at closing all customary, reasonable and necessary costs of sale, such as recording fees, prorated real estate taxes, sales taxes, and other closing costs, from the gross sale proceeds of the sale of the Yuma Interests. The stay of execution on the Order imposed by Fed. R. Bank. P. 6004(h) is lifted. About Blair Oil Investments Blair Oil Investments, LLC, is the owner of an interest in certain oil and gas leases with wells and production equipment, oil and gas fixtures and personal property located in Yuma County, Colorado. It also owns 117 other interests in other oil and gas interests. Blair Oil Investments sought Chapter 11 protection (Bankr. D. Col. Case No. 15-15009) May 7, 2015. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Harvey Sender, Esq., at Sender Wasserman Wadsworth, P.C., as counsel. Peter H. Blair filed his voluntary petition for relief under Chapter 11 of the Bankruptcy Code also on May 7, 2015 (Case No. 15-15008). On Aug. 20, 2015, Mr. Blair's bankruptcy case was converted to a case under Chapter 7. Jeffrey A. Weinman is the Chapter 7 trustee for Mr. Blair's bankruptcy estate. Mr. Blair's bankruptcy estate is the holder of 100% of the membership of BOI. BLUFF CREEK: Proposes Public Auction of Equipment ------------------------------------------------- Bluff Creek Timber Co., LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of (i) 2011 John Deere Log Skidder; (ii) 2007 Tigercat Tree Cutter; (iii) 1993 210D Prentice Loader; (iv) 1985 R Model Mack Truck; (v) CSI Bucksaw; and (vi) 2006 John Deere 648GIII Skidder at public auction. A portion of the Debtor's estate consists of the Equipment. The Equipment is encumbered by various liens in favor of Farmers and Merchant's Bank ("F&M") and the Department of the Treasury, Internal Revenue Service. The priority of the liens between F&M and the IRS is a contested matter and the subject of an adversary proceeding pending before the Court in the case styled Bluff Creek Timber Co., LLC v. Farmers and Merchants Bank of Waterloo, Alabama, et al, 17-801106-CRJ ("AP"). The Debtor avers that there is no equity in the Equipment above and beyond prior-mentioned liens of F&M and the IRS. It understands that F&M and IRS both consent to the sale of the Equipment free and clear of their respective liens, based upon the terms and conditions of sale and the proposed distribution of the sale proceeds set forth. In the opinion of the Debtor, selling the Equipment will benefit all parties-in-interest by liquidating a depreciating asset and facilitating its timely satisfaction of secured claims that are senior to other debts of the Estate. Said sale, subject to Bankruptcy Court approval, is to be conducted as a public auction with these terms and conditions of sale: a. The Purchaser(s) will make a down payment immediately upon completion of the auction equal to 20% of the total purchase price. The remaining balance of the purchase price will be made payable in certified funds to "Bluff Creek Timber Co., LLC" and tendered at closing, to occur within 10 days of the auction date. b. If for any reason the Purchaser(s) fails to make full payment in accordance with the terms, the Purchaser(s) will be liable for the unpaid balance still due and owing, plus interest in the amount of 12% per annum from the date of the auction and reasonable attorney's fees and expenses for collection as a result of said default. c. The Debtor will execute and provide Purchaser(s) with a Bill of Sale for the Equipment. Further, the Debtor will endorse and sign over any Certificate of Title for the Equipment, if necessary. If a Certificate of Title cannot be located and obtained, Purchaser(s) will be responsible for applying for and obtaining a replacement title for the Equipment. d. The Bill of Sale and Certificate of Title, if necessary, will convey the Debtor's interest in the subject Equipment free and clear of the any pre-existing liens or encumbrances. Further, the Equipment is being sold "as is" with no warranties or guarantees whatsoever as to title or condition. e. The sale contemplates the transfer and conveyance of all right, title and interest that the Debtor may have in the Equipment. f. The Purchaser will be responsible for all costs associated with the sale of the Equipment, along with any taxes that may be owed on the Equipment. Further, the Purchaser will be responsible for obtaining, completing, submitting, and recording all necessary paperwork associated with transferring title to the subject Equipment, and will be responsible for payment of all costs associated with same. g. The Debtor represents that this is an arms-length transaction, and that the Debtor has no family or business connections not otherwise disclosed with any purchasers. h. The Closing Agent, if any, will serve as the Debtor's Designated Agent for the purpose of closing the sale and distributing the proceeds in compliance with this Notice and any Order to be issued by the Court. i. The closing for this sale is to be conducted within 10 days after an order approving this sale has become final and non-appealable, and is to be held at the offices of Sparkman, Shepard & Morris, P.C., Suite 1411, 303 Williams Avenue, Huntsville, Alabama 35801, or at any other date and location mutually agreed upon by the parties. The Debtor has investigated the value of this asset and avers that a public auction will meet or exceed the Equipment's fair market value, or expected return from a private sale. The sale proceeds will be deposited directly to its bank account at closing by either check or wire transfer and will be reflected in its monthly Chapter 11 operating reports. Upon the sale proceeds being fully credited to its bank account and resolution of the pending AP, the Debtor will immediately tender and distribute the sales proceeds, as either consented to by the AP's parties in resolution of that case, or as otherwise ordered by the Court. No other persons or entities will share in any portion of the sales proceeds. The Motion will be heard at a date, time and location to be set by the Court. Any objection to the sale or higher offer will be filed seven days before the hearing date set by the Court. Any higher offers must be on the same terms and conditions stated other than purchase price. About Bluff Creek Timber Co. Bluff Creek Timber Co., LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 17-82652) on Sept. 6, 2017, estimating its assets at between $100,000 and $500,000 and liabilities at between $500,000 and $1 million. The petition was signed by Susan Wood, vice president. Tazewell Shepard, Esq., at Tazewell Shepard, P.C., serves as the Debtor's bankruptcy counsel. BOBILEFF CORP: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on March 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Bobileff Corporation. 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. BOEGEL FARMS: Auction Sale of Kansas Real Properties Approved ------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized the auction sale by Boegel Farms, LLC and its debtor-affiliates of their real properties located in Kearny County, Kansas, consisting of the two remaining quarters pledged to Security State Bank ("SSB"), consisting of 320 acres; and (ii) in Greeley and Wichita Counties, Kansas currently pledged to RABO AgriFinance, LLC, consisting of approximately 7,200 acres to be conducted by Hutcheson Real Estate & Auction Co., Inc. The proceeds from the sale of the Kearny County Property will first be applied to realtor/auctioneer fees, ordinary costs of sale, closing costs, recording costs, unpaid and pro rata real property taxes, and U.S. Trustee fees (on account of any sales in 2018). Any remaining funds will be paid directly to SSB. The description of said real property to be auctioned is the East Half of S13-T23-R38, Kearny County, Kansas (320 acres). The Property is owned by Warren L. Boegel Trust UTA 2-07-07 (Revocable Trust), Warren Boegel, Trustee. The sale is free and clear of liens and encumbrances. The proceeds from the sale of the Greeley and Wichita Counties Property will first be applied to realtor/auctioneer fees, ordinary costs of sale, closing costs, recording costs, unpaid and pro rata real property taxes, and U.S. Trustee fees (on account of any sales in 2018). Any remaining funds will be paid directly to Rabo. The sale is free and clear of liens and encumbrances. The Property is owned by Boegel Farms, LLC The description of said real property to be auctioned is as follows: a. Tract 1: (i) All of S30-T18-R38, Wichita County, Kansas (640 acres); and (ii) North Half of S31-T18-R38, Wichita County, Kansas (320 acres); b. Tract 2: (i) South Half of S29-T18-R38, Wichita County, Kansas (320 acres); (ii) All of S32-T18-R38, Wichita County, Kansas (640 acres); and (iii) North Half of S5-T19-R38, Wichita County, Kansas (320 acres); c. Tract 3: (i) All of S28-18-38, Wichita County, Kansas (640 acres); (ii) Northwest Quarter of S33-T18-R38, Wichita County, Kansas (160 acres); and (iii) South Half of S33-T18-R38, Wichita County, Kansas (320 acres); d. Tract 4: Southwest Quarter of S6-T19-R38, Wichita County, Kansas (160 acres); e. Tract 5: Northeast Quarter of S18-T19-R38, Wichita County, Kansas (160 acres); f. Tract 6: North Half of S23-T19-R38, Wichita County, Kansas (320 acres); g. Tract 7: Northeast Quarter of S20-T19-R38, Wichita County, Kansas (160 acres); h. Tract 8: (i) Northwest Quarter of S30-T19-R38, Wichita County, Kansas (160 acres); and (ii) Southeast Quarter of S30-T19-R38, Wichita County, Kansas (160 acres); i. Tract 9: All of S33-T20-R38, Wichita County, Kansas (640 acres); j. Tract 10: Northeast Quarter of S11-T19-R39, Greeley County, Kansas (160 acres); k. Tract 11: (i) South Half of S34-T19-R39, Greeley County, Kansas (320 acres); and (ii) All of S3-T20-R39, Greeley County, Kansas (640 acres); and l. Tract 12: (ii) All of S2-T20-R39, Greeley County, Kansas (640 acres); and (ii) South Half of S35-T19-R39, Greeley County, Kansas (320 acres). There are no currently producing mineral rights on the Property. Mineral rights, if any, will not be sold with the Property; such rights will remain with the applicable Debtor and, to the extent they are currently pledged to SSB and/or Rabo, will remain subject to and encumbered by SSB's and/or Rabo's perfected liens and security interests. The net proceeds from the portion of the Property identified will be delivered to Rabo only up to the amount remaining due on Rabo's allowed secured claim, with the excess, if any, being delivered to the bankruptcy estate. a. In determining the amount remaining due on Rabo's allowed secured claim, such claim will consist of the amounts owed on Claim Nos. 2 and 3 filed in Case No. 17-10222 as of the Petition Date in the aggregate amount of $14,321,675 ($1,517,123 on Claim No. 2 plus $12,804,553 on Claim No. 3), plus interest on the unpaid principal balance of Claim Nos. 2 and 3 and attorney's fees accruing thereafter from the Petition Date until the date sales proceeds are delivered to Rabo from the sale of the Property, less payments made to Rabo since the Petition Date. b. With respect to the calculation of post-petition interest on Claim Nos. 2 and 3, the parties stipulate and agree that conditioned upon full compliance by the Debtors with their obligations under this Motion and any Order Granting the Motion, interest will accrue on Rabo's allowed secured claim from the Petition Date through Jan. 5, 2018 on the unpaid principal balance of Claim Nos. 2 and 3 at the applicable contract interest rates of interest related to those claims, plus one-half of the additional interest rate allowed as "default rate" interest under the contract. From and after Jan. 6, 2018, interest will accrue on the unpaid principal balance of Claim Nos. 2 and 3 at the contract rate of interest without any default interest accruals. The attorney's fees for Rabo to be paid by the Debtors through the sale of their real estate assets also will not be greater than $100,000 through March 31, 2018, also conditioned on the Debtors being in full compliance with the terms of this Motion and any Order granting the Motion. The counsel for Rabo will provide itemized billing statements supporting such fees to the Debtors' counsel not later than April 15, 2018, subject to appropriate redactions as are necessary to protection attorney-client privilege. c. After the completion of the sale, and unless Rabo's allowed secured claims is paid in full from the proceeds of sale, Rabo will continue to retain its lien on and security interest in its remaining collateral, including but not limited to its lien on the $400,000 hold back currently on deposit in Hinkle Law's trust account and its lien on the South Half of S14-T27-R38, Grant County, Kansas (287 acres). In the event that Rabo's allowed secured claim is not paid in full from the sale of the 7200 acres identified, Rabo will also be granted as additional collateral in addition to its existing collateral a second priority security interest in the Debtors' machinery, equipment, crops, and other farm products, and all proceeds therefrom, currently encumbered by the lien of SSB. Any such deficiency will continue to accrue interest at the contract rate. The remaining deficiency balance will be paid as set forth. In the event that the proceeds from the sale of the Properties exceed the amount necessary to pay Rabo's allowed secured claim in full, any remaining proceeds will be paid to Boegel Farms, LLC, to be utilized as set forth. The Debtors are approved to hold a public auction in order to sell the Property. The auction, if necessary, will be conducted by Hutcheson Hutcheson. Hutcheson has been employed on other occasions by the Court in the case. As such, a separate employment application will not be filed. An auction contract attached to the Motion is approved. If necessary, the auction will be conducted not later than March 31, 2018, with closing to occur not later than April 30, 2018. Hutcheson will receive a commission of 2.5% of the sale price, which will be deducted from the sales proceeds. Pro rata taxes and recording fees associated with filing copies of bankruptcy filings will be paid by the Debtors out of the sale proceeds. All title insurance, title examination, escrow or settlement, and any other recording fees will be paid by the buyer. Any auction will have no reserve, although SSB and Rabo will retain their credit bid rights against all or any portion of their collateral and, if either party exercises those rights and is the successful bidder for their collateral, they will be required to pay at closing the commissions owed to Hutcheson and pro rata taxes and recording fees that the Debtors would otherwise pay at closing. The Property will be sold subject to the Debtors' rights to continue growing and harvesting the crops currently in the ground, which will all be harvested not later than July 31, 2018. In the event that the Debtors obtain either (a) an offer to purchase the Property on terms that are mutually acceptable to the Debtors, SSB, and Rabo, or (b) an unconditional and irrevocable loan commitment from a bona fide lender that is acceptable to the Debtors, SSB and Rabo and that is in an amount sufficient to pay Rabo and SSB in full by no later than April 30, 2018, the auction may be cancelled or rescheduled. Such a purchase offer or loan commitment must be received not later than March 10, 2018 in order to provide Hutcheson with sufficient opportunity to advertise the cancellation and/or rescheduling of the auction. In the event of a private treaty sale, Hutcheson will be employed to sell the Property on the same terms and conditions set forth above, including but not limited to a commission of no more than 2.5% of the sale price. The Order will be sufficient to authorize the private treaty sale free and clear of liens to the extent that the proceeds are sufficient to pay the claims of Rabo, SSB, and Smith Crop Consulting in full and Rabo and SSB otherwise consent to the sale. The deadlines set forth for the date and the closing of the sale may be extended by mutual agreement of the Debtors, SSB, and Rabo without further order of the Court. Upon the closing of the sale of the Property, SSB will withdraw its Motion to Appoint Trustee. In the event that the proceeds from the sale of the Property identified exceed the amount necessary to pay Rabo's allowed claim in full, the Debtors will first pay any administrative expenses then outstanding in the case, including but not limited to fees of the United States Trustee that may be owed on account of the distribution of proceeds from the sales of assets in 2018. Thereafter, Debtors will distribute any remaining net proceeds to SSB and Smith Crop Consulting in a prorated amount vis a vis their respective claims herein, up to the full remaining amount of their claims. In the event of an auction, the 7200 acres of real property serving as Rabo's collateral will be auctioned in twelve separate tracks in the order set forth, which has been targeted to generate the maximum possible revenue to the estate in the discretion and professional judgment of Hutcheson. If the auction has generated sufficient proceeds to pay the claims of Rabo, SSB, and Smith Crop Consulting in full, the auction of the remaining tracts not yet sold, if any, may be cancelled. To the extent that the proceeds from the sale of the Property are insufficient to repay the claims of SSB or Rabo in full, the Debtors also will sell the South Half of S14-T27-R38, Grant County, Kansas (287 acres) by auction no later than April 30, 2018, with the auction to close no later than May 31, 2018. Such auction is hereby approved by the Order on the same terms and conditions set forth herein for the sale of the Property, with the exception of the date of the auction and the date of closing. Any remaining balance of the claims of SSB or Rabo will be paid in full not later than Aug. 31, 2018 through liquidation of all remaining collateral pledged to SSB and Rabo and through the liquidation of any other non-exempt assets of the Debtors not currently pledged to SSB or Rabo as will be necessary to pay the claims of SSB and Rabo in full. Such payment will be made using funds on hand, proceeds from the sale of crops, proceeds from the sale of machinery and equipment, loan proceeds, or any combination thereof as may be available to the Debtors. Any auction of machinery or equipment or other tangible assets will be conducted by no later than July 31, 2018, with closing and funding to occur by no later than Aug. 31, 2018. Further, the Debtors' use of cash collateral will continue to be in conformance with all applicable orders of the Court, including the Court's orders regarding the use of cash collateral as set forth in the Agreed Order Extending Use of Cash Collateral and Exclusivity, dated Sept. 27, 2017, and with the requirements of the Order. Upon confirmation of a Chapter 11 plan, the Debtors' use of cash collateral and other assets will comply in all respects with the terms of the confirmed Chapter 11 plan. Notwithstanding the foregoing Aug. 31, 2018 deadline to satisfy the remainder of SSB's and Rabo's claims, the issues related to Warren Boegel's homestead, including whether and when that homestead will be sold and the terms of any restructuring of Rabo's claims against that asset, may be modified by subsequent motion and order or a confirmed Chapter 11 plan, and all parties will retain their rights concerning the homestead (except that Rabo has an unavoidable first priority lien on the $400,000 holdback and its lien against those funds will also attach to any homestead purchased with the same validity and priority). In the event that any deficiency remains owing to either Rabo or SSB after the sale of the Property and the liquidation of their other collateral and the liquidation of all remaining non-exempt assets of the Debtors, both Rabo and SSB will release the Debtors, Jack Boegel, Janice Boegel, and the Jack and Janice Boegel Irrevocable Trust from any such remaining deficiency. The Debtors are authorized to sell the Property (as well as the South Half of S14-T27-R38, Grant County, if necessary), either by auction or by private sale as authorized herein, free and clear of all liens and encumbrances, pursuant to the sales procedures listed. Notwithstanding the terms of the Order, the Debtors will continue to be obligated by all existing orders of the Court, including the Court's orders regarding the use of cash collateral as set forth in the Agreed Order Extending Use of Cash Collateral and Exclusivity, dated Sept. 27, 2017. Further, until the allowed claims of SSB and Rabo are paid in full, the Debtors will not use cash collateral for the planting of any additional crops, and their use of cash collateral for crop related activities will be limited to (a) the use of cash collateral to liquidate all currently harvested crops of the Debtor, and (b) the use of cash collateral to maintain, harvest and thereafter liquidate the Debtors' growing wheat crops. By no later than March 14, 2018, the Debtors will either obtain SSB's and Rabo's written consent to, or will file a motion for approval of an order of the Court approving, an updated 2018 crop budget which lists the authorized expenses related to both the currently harvested crops and the Debtors' growing wheat crops. Upon confirmation of a Chapter 11 plan, the Debtors will be obligated by the terms of the confirmed Chapter 11 plan. The Debtors will not propose a Chapter 11 plan in the case which is inconsistent with the terms set forth herein regarding the treatment and payment of the allowed claims of SSB and Rabo. About Boegel Farms Boegel Farms, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-10222) on Feb. 23, 2017, estimating its assets and debt at $10 million to $50 million. The case is jointly administered with the bankruptcy cases of Three Bo's, Inc. (Bankr. D. Kan. Case No. 17-10221) and Warren L. Boegel and the Warren L. Boegel Trust UTA 2-07-07, Warren L. Boegel, Trustee (Bankr. D. Kan. Case No. 17-10224). The petitions were signed by Jack Boegel, president. The cases are assigned to Judge Robert E. Nugent. David Prelle Eron, Esq. at Eron Law, P.A., is the Debtors' counsel. GlassRatner Advisory & Capital Group LLC is the financial adviser. Roger Schulz and Cathleen Mueller of Schulz and Leonard, P.C., are the Debtors' accountant. No trustee has been appointed in the Debtors' cases. BON-TON STORES: April 9, 2018 Auction of All Assets Set ------------------------------------------------------- The Bon-Ton Stores, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of the bidding procedures order entered by the Court in connection with the sale of substantially all their assets free and clear of all liens, claims, encumbrances, and other interests. By the Bidding Procedures Order dated March 12, 2018, the Court approved the Bidding Procedures that govern the Sale. The copies of the Bidding Procedures Order and the Bidding Procedures are available upon request to the Debtors' claims and noticing agent, Prime Clerk LLC, at 844-239-9269, and are available for download at https://cases.primeclerk.com/bonton. A separate notice will be provided to counterparties to executory contracts and unexpired leases with the Debtors that may be assumed and assigned in connection with the Sale. Any interested bidder should contact the Debtors' investment banking advisors, PJT Partners LP, by contacting Jamie Baird (212-364-5300; baird@pjtpartners.com), Jon Walters (212-364-1992; walters@pjtpartners.com); and Vinit Kothary (212-364-7947; Kothary@pjtpartners.com). All due diligence inquiries solely related to the Debtors' real estate, including fee-owned real properties and nonresidential real property leases, should be directed to the Debtors' real estate consultant, A&G Realty Partners, LLC, by contacting Andrew Graiser (516-946-8982; Andy@agrealtypartners.com) and Michael Jerbich (773-294-5354; Michael@agrealtypartners.com). The deadline to submit a bid for any Assets is April 2, 2018 at 5:00 p.m. (ET). The Sale Objection Deadline is April 9, 2018 at 4:00 p.m. (ET). An auction for the Assets, unless cancelled or adjourned in accordance with the Bidding Procedures Order, will be held on April 9, 2018 at 10:00 a.m. (ET), at the offices Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York. Unless adjourned in accordance with the Bidding Procedures Order, the Court will conduct the Sale Hearing to consider the Sale on April 11, 2018 at 10:30 a.m. (ET), in the event the Successful Bid contemplates a full-chain liquidation of the Debtors' stores, or on April 13, 2018 at 10:30 a.m. (ET) in the event the Successful Bid contemplates a going concern sale. About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 256 stores, which includes nine furniture galleries and four clearance centers, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, the Debtor disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as investment banker; AP Services, LLC as financial advisor; and A&G Realty Partners LLC, as real estate advisor; and Prime Clerk LLC, as administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. BOWMAN DAIRY: Proposes Auction of Personal Property by Schrader --------------------------------------------------------------- Bowman Dairy Farms, LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the sale of machinery and equipment located at 2270 N. C.R. 900 East, Hagerstown, Indiana by public auction conducted by Schrader Real Estate and Auction Co., Inc. pursuant to the terms and conditions of the Personal Property Auction Agreement. On the Petition Date, the Debtor was the sole owner of the Property. The following parties have filed UCC-1 financing statements asserting liens in some or all of the Property: (i) The St. Henry Bank; (ii) Beacon Credit Union; (iii) Farm Credit Services of America, PCA; and (iv) Harvest Land Co-Op, Inc. The Property has been identified by the Debtor as not necessary to its reorganization, and it asks to sell the Property and have the proceeds of the sale applied to reduce debt. On March 8, 2018, the Debtor entered into the Agreement for the sale of the Property, subject to Court approval, via public auction held by Schrader. The Property will be offered at public auction in early to mid April 2018, at the Wayne County Fairgrounds, located at 861 Salisbury Road North, Richmond, Indiana. Online bidding services will be provided for the auction. The Debtor is seeking a shortened notice period on the Motion, by separate request, as the Property is useful for planting and a better price is expected if the Property is sold prior to the start of the planting season. For the reasons set forth, the Debtor submits that no further marketing (other than Schrader's efforts) or a different bidding process is necessary. The Agreement provides for the sale of the Property, free and clear of all liens, encumbrances, claims, and interests and all such valid liens will attach to the net proceeds of the sale in the same extent, validity, and priority as they existed in the Property as determined by agreement or further order of the Court. The Debtor asks the Court's authorization to disburse from the sale proceeds to pay the costs and expenses of the sale, including the commission and expenses owed to Schrader, and second to pay the balance of the net sale proceeds to the lien holders to the determined extent, validity, and priority as existed against the Property. Finally, the Debtor asks that the Court waives the 14-day stay provider under Fed. R. Bankr. P. 6004(h), and its Order approving the Motion be effective immediately upon entry to allow the Debtor to timely and expeditiously consummate the proposed transaction. A copy of the list of machinery and equipment, and the Auction Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Bowman_Dairy_144_Sales.pdf The Auctioneer: SCHRADER REAL ESTATE & AUCTION CO., INC. P.O. Box 508 950 North Liberty Drive Columbia City, IN 46725 Telephone: (260) 244-7606 Facsimile: (800) 451-2709 About Bowman Dairy Farms Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana. Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-06475) on Aug. 27, 2017. Trent N. Bowman, its member, signed the petition. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. BROOKFIELD RESIDENTIAL: S&P Rates New $600MM Unsecured Notes 'B+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to Brookfield Residential Properties Inc.'s proposed $600 million senior unsecured notes due 2026. The recovery rating on the notes is '2', which reflects our expectation for substantial (70%-90%; rounded estimate: 75%) recovery to unsecured noteholders in the event of default. S&P expects that the company will use proceeds to refinance its $600 million of outstanding 6.5% senior unsecured notes that will mature in December 2020. Ratings List Brookfield Residential Properties Inc. Corporate Credit Rating B/Positive/-- New Rating Brookfield Residential Properties Inc. $600 mil sr unsec notes due 2026 B+ Recovery Rating 2(75%) CADIZ INC: Reports $33.9 Million Net Loss for 2017 -------------------------------------------------- Cadiz Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss and comprehensive loss of $33.86 million on $437,000 of total revenues for the year ended Dec. 31, 2017, compared to a net loss and comprehensive loss of $26.33 million on $412,000 of total revenues for the year ended Dec. 31, 2016. The Company said that the higher loss in 2017 was primarily related to a $3.5 million loss on extinguishment of debt and $2.6 million in unrealized losses recorded for warrant liabilities. The higher 2017 loss was also related to an increase in stock compensation resulting from the vesting of milestone shares earned by employees, an increase in cash bonus awards to employees, and an increase in general and administrative expense due to pre-construction engineering activities in connection with the Water Project. As of Dec. 31, 2017, Cadiz Inc. had $66.50 million in total assets, $145.20 million in total liabilities and a total stockholders' deficit of $78.69 million. As of Dec. 31, 2017, the Company had total indebtedness outstanding to its lenders of approximately $133.6 million. Approximately $62.7 million of its indebtedness is secured by its assets and is due in May 2021. A full-text copy of the Form 10-K is available for free at: https://is.gd/Hd5vg4 About Cadiz Headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com/-- is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, California's primary mode of water transportation for imports from the Colorado River into the State. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. Its main objective is to realize the highest and best use of these land and water resources in an environmentally responsible way. CALLOWAY ENTERPRISES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Calloway Enterprises of Georgia LLC as of March 14, according to a court docket. Calloway is represented by: Joel Aldrich Jothan Callins, Esq. The Callins Law Firm, LLC 101 Marietta Street, Suite 1030 Atlanta, GA 30303-2720 Tel: 404-681-5826 Fax: 866-299-4338 Email: jcallins@callins.com About Calloway Enterprises of Georgia Calloway Enterprises of Georgia LLC, a privately-held company in Roswell, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-52062) on February 5, 2018. Clifford R. Calloway, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $500,000. CAMBER ENERGY: Closes Acquisition of Texas Oil & Gas Properties --------------------------------------------------------------- Camber Energy, Inc., has completed its acquisition of a 75% working interest in certain leases, wells and equipment located in the Texas panhandle, for a purchase price of $250,000, payable in three tranches. A payment of $85,000 was due at closing; $85,000 is due 30 days after closing and $80,000 is due 60 days after closing. Camber earned 25% of the working interest at the closing and will earn an additional 25% of the working interest (up to the full 75% working interest) at each of the two subsequent closings. The seller will retain a 25% carried working interest in the assets. The acquisition includes 49 non-producing well bores, 5 saltwater disposal wells and the required infrastructure and equipment necessary to support future hydrocarbon production as well as approximately 500 net leasehold acres in Hutchinson County, Texas. Camber is currently evaluating hydrocarbon production opportunities across all of the acquired acreage including the existing non-producing well bores for workover opportunities. In the next few weeks, the Company plans to begin the process of reestablishing production from some of the non-producing well bores. This acquisition with its opportunities is all consistent with Camber's previously announced plans to acquire lower risk properties which offer opportunities to increase reserves and cash flow. About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the San Andres formation in the Permian Basin. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Dec. 31, 2017, Camber Energy had $18.18 million in total assets, $41.80 million in total liabilities and a total stockholders' deficit of $23.61 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CHERRY GROWERS: April 19 Auction Set for Cold Storage Facility -------------------------------------------------------------- Hilco Real Estate LLC announced April 19, 2018 as the Auction Date for the sale of a USDA-certified 31,000 SF cold storage facility set on 34 acres of land in the heart of Michigan's fruit country. The property is one of two former fruit processing facilities owned by Grawn, MI-based Cherry Growers Inc., being sold as part of their ongoing bankruptcy case. Originally constructed in the 1960's, the site features a one-story structure that includes office space, restrooms, loading docks and refrigerated/freezer space. The property was expanded in the 1980's in the form of a new loading dock area. Approximately 75% of the total building is dedicated to freezer/cooler storage, and offers ceiling heights ranging from 18-24'. Additional onsite structures include a 2,160 SF two-story farmhouse, a 1,680 SF maintenance shop, and a 290 SF masonry-constructed scale house. The facility also includes a DEQ permit that currently allows for the discharge of 20,000 gallons of waste water per day and 500,000 gallons per year. Given the site's ammonia cooling system, this facility is an ideal operation for an end user with refrigeration/freezer needs. Set on over 34 fertile acres, the property offers abundant space for future expansion or additional farming. The additional outbuildings could be configured to offer fruit and wine tasting, shopping and dining options for tourists. For the opportunistic buyer, this property offers upside potential, whether as a turnkey operation or a distinctive tourist attraction. Named the number two small town travel destination in the United States, Traverse City features a variety of natural attractions, including freshwater beaches, vineyards, a National Lakeshore, downhill skiing areas, and numerous forests that make it a year-round destination. Known as "Cherryland" or the "Cherry Capital of The World," the Traverse City area is the largest producer of tart cherries in the United States. Each year the city hosts the annual week-long National Cherry Festival in the first full week of July, attracting approximately 500,000 visitors annually. In addition to cherries, Traverse City is a major producer of grapes and apples. Being a center for wine production in the Midwest, there are 125 wineries to choose from, with four certified American Viticulture Areas across the state. With all that Traverse City has to offer, in 2016 Forbes named it one of the 25 best cities to retire in. Tourism is a significant economic driver in Traverse City. In 2012, over 3.3 million tourists visited the area. These trips resulted in over $1.18 billion dollars in direct spend and $1.23 billion in economic activity. This impact is reflected in a growth rate of 4.5% for Traverse City. Increasing visitor demands have led to a wave of development as more people than ever have been visiting the area. Found in Michigan's Lower Peninsula, Traverse City benefits from its proximity to the water. Sitting at the Grand Traverse Bay, the city is rewarded by its location all year round. Natural attractions like the beach dunes, the national forest, and the lakefront keep people flocking to the area, with the population of Traverse City growing 17% since the year 2000. The property is well positioned near scenic Bay Shore Drive, and offers easy access to numerous state and local routes, as well as Interstate-75, 50 miles to the east. Additionally, Cherry Capital Airport is situated approximately 12 miles to the southeast of the property. These transportation options, together a strong economy and growing population make Traverse City an ideal climate for businesses to thrive. Jeff Azuse, Senior Vice President of Hilco Real Estate stated, "The sale of this facility represents an excellent opportunity for an end user or investor to acquire a turnkey, highly-desirable cold storage facility that can distribute across the region. Traverse City's complementary business setting and strong tourism industry create a welcoming environment for any business to set up shop." The Sealed Bid Auction is scheduled for Thursday, April 19, 2018; however, bids prior to the auction date are encouraged. Bids must be delivered to the offices of Hilco Real Estate on or before 5:00 p.m. (CST) on the day of the deadline, together with the required $20,000 in earnest money, to be considered. On-site inspections will take place March 30 and April 13 at 9:00 a.m. For more information regarding property viewings, please contact Steve Madura directly at smadura@hilcoglobal.com. Interested buyers can submit their bids via mail to the following address: Hilco Real Estate, 5 Revere Drive, Suite 320, Northbrook, IL 60062, or via email to smadura@hilcoglobal.com . For further information on the property, an explanation of the sale process and Terms of Sale, and to obtain access to the Virtual Deal Room containing all the property due diligence, please visit HilcoRealEstate.com or reach out to (855) 755-2300. About Hilco Real Estate Hilco Real Estate ("HRE"), a Hilco Global company (HilcoGlobal.com), is headquartered in Northbrook, Illinois (USA). HRE is a national provider of strategic real estate disposition services. Acting as an agent or principal, HRE uses its experience to advise and execute strategies to assist clients in deriving the maximum value from their real estate assets. By leveraging multi-faceted sales strategies & techniques, aggressive repositioning and restructuring experience, a vast and motivated network of buyers and sellers, and substantial access to capital, HRE exceeds expectations even in the most complex transactions. About Cherry Growers Cherry Growers, Inc., operates as a fruit processor in Michigan. It offers apples, sweet and tart cherries, juices, dried fruits, apple sauces, and pie fillings. The company also provides apple rings, shelf stable juices, puddings, and cheese sauces; assortments of applesauce and shelf stable juices; and frozen cherries and apples. It offers its products for schools, restaurants, and buffets through its retail outlet store. Cherry Growers, Inc., was founded in 1939 and is based in Grawn, Michigan. CLEAR CHANNEL: $1BB Bank Debt Due July 2019 Trades at 18.53% Off ---------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications Inc. is a borrower traded in the secondary market at 81.47 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 3.59 percentage points from the previous week. Clear Channel pays 750 basis points above LIBOR to borrow under the $1.0 billion facility. The bank loan matures on July 18, 2019. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. CLEAR CHANNEL: $5BB Bank Debt Due Jan. 2019 Trades at 17.53% Off ---------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications Inc. is a borrower traded in the secondary market at 82.47 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 5.58 percentage points from the previous week. Clear Channel pays 675 basis points above LIBOR to borrow under the $5.0 billion facility. The bank loan matures on January 30, 2019. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. CLEAR CHANNEL: S&P Puts 'B-' ICR on CreditWatch Developing ---------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'B-' issuer credit rating, on Clear Channel Outdoor Holdings Inc. on CreditWatch with developing implications. The CreditWatch placement follows the announcement that CCOH's controlling shareholders, iHeartMedia Inc. and iHeartCommunications Inc. (collectively "iHeart"), have filed for bankruptcy protection. The developing CreditWatch placement reflects the complexity surrounding the bankruptcy proceedings and incorporates S&P's expectation that it could lower, affirm, or raise our ratings on CCOH, depending on the resolution of various issues. S&P said, "The CreditWatch placement reflects our expectation that we could lower our ratings on CCOH by one or more notches, affirm the ratings, or raise them by up to one notch, depending on the bankruptcy court's treatment of iHeart's controlling interest and our assessment of the potential changes to CCOH's corporate governance, liquidity, business prospects and capital investment, and financial policy. "We expect the ratings to remain on CreditWatch until iHeartMedia concludes its bankruptcy proceedings. However, due to the complexity of the bankruptcy proceedings, we could take rating actions before or after the bankruptcy process concludes. A downgrade could occur if we believe the company will be consolidated into iHeart's restructuring, if we expect a default or an acceleration of CCOH's debt maturities, or if we believe CCOH will be vulnerable and dependent on favorable business, financial, and economic conditions to meet its financial commitments. A downgrade could also occur if we expect ongoing reported FOCF deficits or if the company's liquidity position weakens as a result of declining operating performance or difficulty refinancing its revolving credit facility due 2018. An affirmation could occur if we expect leverage to remain in the 8x area and the company will curtail its cash flow deficits and improve its liquidity. And an upgrade could occur if we expect CCOH will improve its corporate governance practices and improve its free cash flow generation while demonstrating a clear path to reducing adjusted leverage below 7x." COBALT INT'L: Files Documents on $578-Million Assets Sales ---------------------------------------------------------- Cobalt Energy International, Inc., et al., on March 16, 2018, filed with the U.S. Bankruptcy Court for the Southern District of Texas, in Houston, copies of the qualified bid documents for the Debtors' Anchor, North Platte, Shenandoah, and exploration assets. The qualified bid documents for the Debtors' Heidelberg assets will be filed in a separate notice to follow. A copy of the filing is available for free at: http://bankrupt.com/misc/Cobalt_594_APAs.pdf On Feb. 22, 2018, the Debtors received bids from six different parties for certain of the Debtors' Gulf of Mexico assets. On March 6, 2018, the Debtors held an auction for all or substantially all of their assets, which auction yielded $577.9 million for four asset packages. Shenandoah Navitas Petroleum US, LLC, was declared the successful bidder for the Shenandoah prospect for an aggregate purchase price of $1.8 million in cash and the assumption of certain liabilities. The liabilities Navitas is assuming in connection with the purchase of the Shenandoah prospect include, among others, any related cure costs, to the extent there are any, and any plugging and abandonment obligations the Debtors may have in relation to the Shenandoah prospect. As and to the extent set forth in the applicable asset purchase agreement, the Debtors intend to assume and assign certain contracts related to the Shenandoah prospect, including the Shenandoah joint operating agreement, pursuant to Section 365 of the Bankruptcy Code. The applicable asset purchase agreement contemplates a closing date of April 6, 2018. Heidelberg W&T Offshore, Inc., was declared the successful bidder for the Heidelberg prospect for an aggregate purchase price of $31.1 million in cash and the assumption of certain liabilities. GOM Offshore Holdings, an entity formed by a steering committee of holders of the Debtors' Second Lien Notes, was originally declared the successful bidder for the Debtors' Heidelberg assets. After the auction, the Debtors, GOM Offshore Holdings, and W&T agreed that W&T would be declared the successful bidder, and the Plan provides for a negotiated reduction of $1.9 million to the Allowed amount of the Second Lien Notes Claims. The liabilities W&T is assuming in connection with the purchase of the Heidelberg prospect include, among others, any related cure costs, to the extent there are any, and any plugging and abandonment obligations the Debtors may have in relation to the Heidelberg prospect. North Platte Total E&P USA, Inc., and Statoil Gulf of Mexico LLC submitted a joint bid and were declared the successful bidder for the North Platte prospect for an aggregate purchase price of $339.0 million and the assumption of certain liabilities. The assumed liabilities include, among other, any related cure costs, to the extent there are any, and any plugging and abandonment obligations the Debtors may have in relation to the North Platte prospect. GOM Offshore Holdings was named the backup bidder for the North Platte prospect. GOM Offshore Holdings' backup bid is comprised of a credit bid. Anchor Total E&P USA, Inc., was declared the successful bidder for the Anchor prospect for an aggregate purchase price of $181.0 million and the assumption of certain liabilities. The assumed liabilities include, among other, any related cure costs, to the extent there are any, and any plugging and abandonment obligations the Debtors may have in relation to the Anchor prospect. GOM Offshore Holdings was named the backup bidder for the Anchor prospect. GOM Offshore Holdings' backup bid is comprised of a credit bid. Exploratory Leases Total E&P USA, Inc., was declared the successful bidder for the Exploratory Leases for an aggregate purchase price of $25.0 million and the assumption of certain liabilities. The assumed liabilities include, among other, any related cure costs, to the extent there are any, and any plugging and abandonment obligations the Debtors may have in relation to the Exploratory Leases. GOM Offshore Holdings was named the backup bidder for the Exploratory Leases. GOM Offshore Holdings' backup bid is comprised of a credit bid. 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. Unable to sell assets out-of-court, 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. Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc Committee of Unsecured Noteholders. * * * The Debtors won Court approval of a settlement with The Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica ("Sonangol") to resolve their disputes and to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in Angola to Angola's state oil company Sonangol in exchange for a $500 million payment to the U.S. oil firm. On March 6, 2018, the Debtors conducted an auction that raised $577.9 million for their Gulf of Mexico assets: ($ millions) Purchase Buyer Asset Price ----- ----- -------- Total E&P USA, Inc./ Statoil Gulf of Mexico LLC North Platte prospect $339.0 Total E&P USA Anchor assets $181.0 W&T Offshore, Inc. Heidelberg prospect $31.1 Navitas Petroleum US, LLC Shenandoah prospect $1.8 The Debtors have filed a proposed Chapter 11 plan that contemplates with wind down of the business and the distribution of the sale proceeds and available cash to creditors. The Plan voting deadline is March 28, 2018, and the Plan confirmation hearing is scheduled for April 3. The sale transactions will also be considered at the hearing. A copy of the explanatory disclosure statement filed March 8, 2018, is available at: http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf COBALT INT'L: Unsec. Noteholders Protest "Dismal" Auction Results ----------------------------------------------------------------- Immediately following Cobalt Energy International, Inc., et al.'s March 6, 2018 auction for their Gulf of Mexico assets, the ad hoc committee of holders of 50% of convertible senior unsecured notes filed a combined objection and motion which expresses concerns regarding the results of the auction. To recall, the Debtors conducted an auction for their Gulf of Mexico assets, which will generate $577.9 million upon closing. Total S.A. subsidiary Total E&P USA, Inc. and Statoil Gulf of Mexico LLC, with a joint bid of $339 million, are the successful bidders for the North Platte prospect. Total E&P USA is also purchasing the Anchor assets for $181 million and the exploratory leases for $25 million. W&T Offshore, Inc. (NYSE:WTI) bid $31.1 million for the Heidelberg prospect. Navitas Petroleum US, LLC, offering $1.8 million, is the successful bidder for the Shenandoah prospect. The ad hoc committee asserts that the Debtors' marketing process failed to encourage competitive bidding for the Debtors' assets. The Debtors disagree. "The Debtors engaged in a robust marketing process and conducted arm's-length, good-faith negotiations with interested parties regarding the sale of the Debtors' assets. As a result of this marketing process, the Debtors received multiple bids and conducted a competitive auction," Cobalt said in its March 8, 2018 disclosure statement explaining its Fourth Amended Chapter 11 Plan. The Ad Hoc Unsecured Noteholders Committee, however, believes that the results of the auction do not appropriately value the Debtors' assets. "All reasonable expectations in these chapter 11 cases have been that the value available for distribution to creditors would exceed the aggregate amount of the Debtors' secured obligations, resulting in holders of Cobalt General Unsecured Claims being meaningfully -- and likely substantially -- in-the-money. If, however, the Debtors are permitted to sell their assets at the prices received at the Auction, holders of Cobalt General Unsecured Claims (i.e., parent company unsecured claims) will receive no distribution," counsel to the Unsecured Noteholders Committee, Michael D. Warner, Esq., at Cole Schotz P.C., tells the Court. According to the Unsecured Noteholders, the dismal results of the Auction can be explained, in part, by a marketing process that elicited little to no competitive bidding for the Debtors' assets. "Indeed, the Debtors' two largest assets -- North Platte and Anchor -- received only one third-party bid each. The one third-party bid submitted for North Platte was a joint bid submitted, upon information and belief, without the Debtors' prior consent by Statoil Gulf of Mexico LLC ("Statoil") and TOTAL E&P USA, INC. ("Total"), two of the most natural buyers of the North Platte assets. The one third-party bid submitted for Anchor was submitted by Total. The Ad Hoc Committee has concerns regarding the circumstances that led to the joint bid and the failure of other potential bidders to bid on either of the two assets, including whether such circumstances chilled bidding. Discovery The Ad Hoc Committee of Unsecured Noteholders requested that if the Court approves the Debtors' proposed solicitation procedures, the Court also enter an order establishing an expedited discovery schedule. To that end, the ad hoc committee served discovery requests on the Debtors, Statoil, and Total , in conjunction with filing the combined objection and motion. The discovery requests include demands for production of all documents related to, and communications between the Debtors, Statoil, and Total regarding, the auction and the value of the Debtors' North Platte and Anchor prospects. The Ad Hoc Committee requested expedited relief regarding its request for entry of an order requiring expedited discovery due to the existing schedule regarding Plan conformation in these cases. Currently, objections to confirmation of the Plan and votes regarding the Plan are due March 26, 2018. The Confirmation Hearing regarding the Plan is scheduled for March 30, 2018 at 9:30 a.m. The Ad Hoc Committee requires the information sought through discovery to adequately prepare its objection to confirmation of the Plan and to present evidence at the Confirmation Hearing. The Noteholders' proposed discovery schedule provides for all document production to be completed by March 14, 2018, and all depositions to be completed by March 23, 2018. 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. Unable to sell assets out-of-court, 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. Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc Committee of Unsecured Noteholders. * * * The Debtors won Court approval of a settlement with The Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica ("Sonangol") to resolve their disputes and to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in Angola to Angola's state oil company Sonangol in exchange for a $500 million payment to the U.S. oil firm. On March 6, 2018, the Debtors conducted an auction that raised $577.9 million for their Gulf of Mexico assets: ($ millions) Purchase Buyer Asset Price ----- ----- ----------- Total E&P USA, Inc./ Statoil Gulf of Mexico LLC North Platte prospect $339.0 Total E&P USA Anchor assets $181.0 W&T Offshore, Inc. Heidelberg prospect $31.1 Navitas Petroleum US, LLC Shenandoah prospect $1.8 The Debtors have filed a proposed Chapter 11 plan that contemplates with wind down of the business and the distribution of the sale proceeds and available cash to creditors. The Plan voting deadline is March 28, 2018, and the Plan confirmation hearing is scheduled for April 3. The sale transactions will also be considered at the hearing. A copy of the explanatory disclosure statement filed March 8, 2018, is available at: http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf COBALT INT'L: Updated List of Members of Unsec. Noteholders Group ----------------------------------------------------------------- Milbank, Tweed, Hadley & McCloy LLP and Cole Schotz, P.C. in late February 2018 submitted a supplemental verified statement pursuant to F.R.B.P. Rule 2019 as counsel to the Ad Hoc Committee of Unsecured Noteholders. The Ad Hoc Committee is comprised of certain beneficial holders and/or investment managers or advisors of certain beneficial holders of, among other disclosable economic interests, the 2.625% Convertible Senior Notes due 2019 and 3.125% Convertible Senior Notes due 2023 issued by Cobalt International Energy, Inc. The Ad Hoc Committee was formed in October 2017 by its members and, shortly thereafter, retained Milbank as counsel in connection with a potential restructuring of the Debtors. In addition, in December 2017, the Ad Hoc Committee retained Cole Schotz as its Texas counsel in connection with a potential restructuring of the Debtors. Although certain members of the Ad Hoc Committee hold additional interests in the Debtors' capital structure other than the Unsecured Notes, each member of the Ad Hoc Committee is participating in the Ad Hoc Committee solely with respect to their holdings of Unsecured Notes. As of Feb. 20, 2018, the members of the Ad Hoc Committee and their economic interests are: 1. Arosa Capital Management LP (as investment advisor for certain of its investment funds) 120 West 45th Street, # 3700 New York, NY 10036 * $34,000,000 of 2.625% Senior Convertible Notes due 2019 * $5,000,000 of 3.125% Senior Convertible Notes due 2024 2. Boussard & Gavaudan Asset Management LP (as investment advisor for certain of its investment funds) One Vine Street London W1J 0AH United Kingdom * $11,800,000 of 2.625% Senior Convertible Notes due 2019 * $33,600,000 of 3.125% Senior Convertible Notes due 2024 3. Boussard & Gavaudan Investment Management LLP (as investment advisor for certain of its investment funds) One Vine Street London W1J 0AH United Kingdom * $54,179,000 of 2.625% Senior Convertible Notes due 2019 * $55,443,000 of 3.125% Senior Convertible Notes due 2024 4. BPER International SICAV Avenue J. F. Kennedy 33A PO Box 91 L-2010 Luxembourg * $4,157,000 of 2.625% Senior Convertible Notes due 2019 5. CQS (UK) LLP (as investment advisor for certain of its investment funds) 4th Floor One Strand London WC2N 5HR United Kingdom * $97,314,000 of 2.625% Senior Convertible Notes due 2019 6. Fidelity Management & Research Company (as investment advisor for certain of its investment funds) 200 Seaport BLVD. V13H Boston, MA 02210-2014 * $72,823,000 of 2.625% Senior Convertible Notes due 2019 7. Owl Creek Asset Management, L.P. 640 Fifth Avenue, 20th Floor New York, NY 10019 * $11,000,000 of 3.125% Senior Convertible Notes due 2024 * 945,600 Shares of Cobalt Int'l Energy, Inc. Common Stock 8. Paulson & Co., Inc. 1251 Avenue of the Americas New York, NY 10020 * $169,229,000 of 3.125% Senior Convertible Notes due 2024 * 2,046,394 Shares of Cobalt Int'l Energy, Inc. Common Stock 9. Polygon Global Partners LLP 4 Sloane Terrace London SW1X 9DQ United Kingdom * $8,313,000 of 2.625% Senior Convertible Notes due 2019 * $40,836,000 of 3.125% Senior Convertible Notes due 2024 * $15,000,000 of 7.750% 2nd -Lien Sr. Secured Notes due 2023 10. Sound Point Capital Management, LP 375 Park Avenue, 33rd Floor New York, NY 10152 * $33,024,000 of 3.125% Senior Convertible Notes due 2024 * $19,948,000 of 10.750% 1st-Lien Sr. Secured Notes due 2021 * $41,804,000 of 7.750% 2nd-Lien Sr. Secured Notes due 2023 * 400,334 Shares of Cobalt Int'l Energy, Inc. Common Stock 11. Tetragon Financial Management LP 399 Park Avenue New York, NY 10022 * $23,500,000 of 2.625% Senior Convertible Notes due 2019 * $16,500,000 of 3.125% Senior Convertible Notes due 2024 12. UBS (Lux) Bond SICAV –Convert Global (EUR) Avenue J. F. Kennedy 33A PO Box 91 L-2010 Luxembourg * $54,963,000 of 2.625% Senior Convertible Notes due 2019 13. UBS (Lux) Institutional Fund –Global Convertible Bonds Avenue J. F. Kennedy 33A PO Box 91 L-2010 Luxembourg * $4,967,000 of 2.625% Senior Convertible Notes due 2019 Atlas Enhanced Master Fund, Ltd., Atlas Master Fund, Ltd., Gardner Lewis Partners, LLC, and Southpaw Credit Opportunity Master Fund L.P., who were in the January list of members of the Ad Hoc Committee, were no longer in the amended list filed in February. The Unsecured Noteholders' attorneys can be reached at: Michael D. Warner, Esq. COLE SCHOTZ P.C. 301 Commerce Street, Suite 1700 Fort Worth, TX 76102 Telephone: (817) 810-5250 Facsimile: (817) 977-1611 E-mail: mwarner@coleschotz.com - and - Gerard Uzzi, Esq. Eric Stodola, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 E-mail: guzzi@milbank.com estodola@milbank.com Reed Smith, LLP, led by partner Eric A. Schaffer, is representing Wells Fargo, National Association, the trustee under the Unsecured Notes. 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. Unable to sell assets out-of-court, 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. Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc Committee of Unsecured Noteholders. * * * The Debtors won Court approval of a settlement with The Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica ("Sonangol") to resolve their disputes and to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in Angola to Angola's state oil company Sonangol in exchange for a $500 million payment to the U.S. oil firm. On March 6, 2018, the Debtors conducted an auction that raised $577.9 million for their Gulf of Mexico assets: ($ millions) Purchase Buyer Asset Price ----- ----- -------- Total E&P USA, Inc./ Statoil Gulf of Mexico LLC North Platte prospect $339.0 Total E&P USA Anchor assets $181.0 W&T Offshore, Inc. Heidelberg prospect $31.1 Navitas Petroleum US, LLC Shenandoah prospect $1.8 The Debtors have filed a proposed Chapter 11 plan that contemplates with wind down of the business and the distribution of the sale proceeds and available cash to creditors. The Plan voting deadline is March 28, 2018, and the Plan confirmation hearing is scheduled for April 3. The sale transactions will also be considered at the hearing. A copy of the explanatory disclosure statement filed March 8, 2018, is available at: http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf COBALT INT'L: Weil Gotshal Represents Allianz & 1st Lien Group -------------------------------------------------------------- Weil, Gotshal & Manges LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with Weil's representation of an ad hoc group of holders of first lien debt pursuant to an Indenture, dated as of Dec. 6, 2016, by and among Cobalt, as issuer, each of the guarantors, and Wilmington Trust, National Association, as indenture trustee and collateral agent for the noteholders thereunder. Prior to the filing of the chapter 11 cases of Cobalt and its debtor-affiliates, certain members of the Ad Hoc First Lien Group retained Weil to represent them in connection with potential restructuring discussions involving the Debtors. From time to time thereafter, certain additional First Lien Noteholders have joined or departed the Ad Hoc First Lien Group. As of March 6, 2018, collectively, the Ad Hoc First Lien Group holds $320,581,000 in face amount of debt pursuant to the First Lien Indenture. The members of the Ad Hoc First Lien Group are: 1. Marble Ridge Capital LP 111 West 33rd Street, Suite 2116 New York, NY 10120 * $32,418,000 10.75% due 2021 * $1,000,000 3.125% due 2024 2. Credit Suisse Securities, LLC 11 Madison Avenue New York, NY 10010 * $15,662,000 10.75% due 2021 * $10,905,000 7.75% due 2023 3. York Capital Management Global Advisors, LLC 767 5th Avenue, 17th Floor New York, NY 10153 * $21,631,000 10.75% due 2021 4. Graham Macro Strategic Ltd. 40 Highland Avenue Rowayton, CT 06853 * $55,738,000 10.75% due 2021 * $3,000,000 7.75% due 2023 5. Allianz Global Investor 600 West Broadway, 29th Floor San Diego, CA 92101 * $95,530,000 10.75% due 2021 * $50,984,000 7.75% due 2023 6. Weis Multi-Strategy Advisors 320 Park Avenue, 20th Floor New York, NY 10022 * $42,241,000 10.75% due 2021 * $20,854,000 7.75% due 2023 7. Mudrick Capital Management, LP 527 Madison Avenue, 6th Floor New York, NY 10022 * $7,118,000 10.75% due 2021 8. Southpaw Credit Opportunity Master Fund L.P. 2 West Greenwich Office Park, 1st Floor. Greenwich, CT 06831 * $50,243,000 10.75% due 2021 Counsel to the First Lien Group: Alfredo R. Perez, Esq. Christopher M. Lopez, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, TX 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 E-mail: alfredo.perez@weil.com chris.lopez@weil.com - and - Matt Barr, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: matt.barr@weil.com Wilmer Cutler Pickering Hale and Dorr LLP and Okin & Adams, LLP are counsel to Wilmington Trust, N.A., the trustee and collateral agent under the First Lien Notes. 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. Unable to sell assets out-of-court, 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. Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc Committee of Unsecured Noteholders. * * * The Debtors won Court approval of a settlement with The Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica ("Sonangol") to resolve their disputes and to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in Angola to Angola's state oil company Sonangol in exchange for a $500 million payment to the U.S. oil firm. On March 6, 2018, the Debtors conducted an auction that raised $577.9 million for their Gulf of Mexico assets: ($ millions) Purchase Buyer Asset Price ----- ----- ------------ Total E&P USA, Inc./ Statoil Gulf of Mexico LLC North Platte prospect $339.0 Total E&P USA Anchor assets $181.0 W&T Offshore, Inc. Heidelberg prospect $31.1 Navitas Petroleum US, LLC Shenandoah prospect $1.8 The Debtors have filed a proposed Chapter 11 plan that contemplates the wind down of the business and distribution of the sale proceeds and available cash to creditors. The Plan voting deadline is March 28, 2018, and the Plan confirmation hearing is scheduled for April 3. The sale transactions will also be considered at the hearing. A copy of the explanatory disclosure statement filed March 8, 2018, is available at: http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf COMMUNICATIONS SALES: Bank Debt Trades at 4.7% Off -------------------------------------------------- Participations in a syndicated loan under which Communications Sales & Leasing Inc. is a borrower traded in the secondary market at 95.30 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.56 percentage points from the previous week. Communications Sales pays 275 basis points above LIBOR to borrow under the $2.107 billion facility. The bank loan matures on October 24, 2022. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. COMMUNITY HEALTH: Bank Debt Trades at 3.57% Off ----------------------------------------------- Participations in a syndicated loan under which Community Health Systems is a borrower traded in the secondary market at 96.43 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.67 percentage points from the previous week. Community Health pays 300 basis points above LIBOR to borrow under the $2.94 billion facility. The bank loan matures on June 20, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. CONCORDIA HEALTHCARE: Bank Debt Trades at 9.92% Off --------------------------------------------------- Participations in a syndicated loan under which Concordia Healthcare Corp is a borrower traded in the secondary market at 90.08 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.01 percentage points from the previous week. Concordia Healthcare pays 500 basis points above LIBOR to borrow under the $500 million facility. The bank loan matures on October 20, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. CONSTELLATION HEALTHCARE: Files Chapter 11 to Facilitate Sale ------------------------------------------------------------- Constellation Healthcare Technologies, Inc., a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians, along with certain of its subsidiaries, on March 16 initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The Company is in active discussions with several interested parties, is working to finalize terms and expects to announce asset purchase agreement(s) in the near term. Businesses included in the Chapter 11 filings and related sale process are as follows: -- Allegiance and Orion Healthcorp, Inc., the Company's two revenue cycle management ("RCM") businesses; -- Integrated Physician Solutions ("IPS"), which contains both physician practice management and group purchasing capabilities; and -- the holding company for New York Network Management ("NYNM"). The NYNM independent practice association and management company that collectively provide contracting and credentialing services to independent New York physicians are not included in today's filings, although they will be included in the sale process. All Constellation businesses are expected to operate as usual throughout the sale process, providing all of their current services to clients and maintaining appropriate staffing and supply levels. "After evaluating a range of possible alternatives, Constellation has determined that our various business divisions will be better positioned for long-term growth and success under new ownership with the financial strength necessary to invest in their offerings and opportunities," said Interim Chief Executive Officer Timothy J. Dragelin. "[Fri]day's Chapter 11 filings are a critical first step in achieving this outcome because they allow us to preserve the value of our businesses while we evaluate potential buyers, provide access to debtor in possession financing, and help us to separate our profitable businesses from the significant debt and liabilities held at the parent Company level. We are taking decisive action today to give our businesses -- and all the people who depend on them -- the best possible future." The cases are being heard in the U.S. Bankruptcy Court for the Eastern District of New York. Steps Taken to Maintain Business Continuity Constellation has secured a commitment for $7.5 million in debtor in possession ("DIP") financing from Bank of America to support its ongoing operations during the sale process. This additional financing, combined with normal, ongoing cashflows, will help to ensure the Company is able to meet its go-forward commitments to employees, clients, and suppliers while also maximizing its chances of successfully selling its remaining profitable operations. The Company also has filed a series of motions with the Court that, when approved, will allow it to maintain its usual employee compensation and benefit programs, make payments for goods and services in the normal course, and otherwise operate its business as usual. These motions are typical of the Chapter 11 process and are generally granted in the first days of the case. Sale Process Constellation plans to complete the intended sale process under Section 363 of the U.S. Bankruptcy Code within roughly 90 days. Potential buyers will have the opportunity to submit offers to acquire assets associated with NYNM, Allegiance, Orion, and IPS individually or in combination with one another. All offers will be evaluated to ensure the highest and best acquisition agreement(s) are achieved for the benefit of Constellation's creditors, employees, clients, and other stakeholder groups. "Our goal is to transition each of these businesses to financially stronger owners that are better able to realize the full potential of their strong teams, services, and capabilities," said Mr. Dragelin. "By completing the sales through the Chapter 11 process, we also are able to definitively address the debt and liabilities that have burdened these businesses in recent years to even better position them for long-term growth and success under the new ownership." Historical Events Leading to Today's Filings Constellation was founded as an acquirer of revenue and practice management services with a vision to offer a one-stop revenue optimization strategy for independent physicians across the U.S. The Company took on significant debt to pursue its acquisition strategy based on what it now knows to be fraudulent information and cannot service its current debt load based on the actual operations of the acquired businesses. When the Board of Directors became aware that there were discrepancies in the Company's stated and actual earnings, it took immediate action, including removing a number of executives who participated in these activities and retaining outside legal and forensic accounting counsel to conduct an investigation of the matter. The legal filings submitted to the Court today outline the evidence of fraud uncovered through the ongoing investigation. Additional Information Additional information about Constellation's Chapter 11 cases can be found at http://dm.epiq11.com/constellationhealth. The Company also has established a helpline to ensure a prompt response to questions from suppliers and clients, which may be accessed at +1- 888-751-4998. Constellation is advised in this matter by DLA Piper and FTI Consulting. CYTOSORBENTS CORP: Achieves Record Revenue & Sales Growth in 2017 ----------------------------------------------------------------- CytoSorbents Corporation achieves record total revenue, CytoSorb sales, and product gross margins in 2017. 2017 Financial Highlights: * Full year 2017 total revenue increased to $15.1 million, which includes both product sales and grant income, a 59% increase from $9.5 million in 2016 * CytoSorb 2017 product sales increased 63% to $13.4 million, compared to $8.2 million in 2016 * Q4 2017 product sales were $4.3 million, compared to $2.6 million for Q4 2016, a 65% increase that continues 22 consecutive quarters of year-over-year growth * Product gross margins expanded to 71% for 2017, compared to 67% for 2016 * Cash was $17.3 million at year-end (12/31/17) 2017 Operational Highlights: * Recognized as one of the fastest growing companies in North America on the Deloitte 2017 Fast 500 * Awarded the 2017 Frost & Sullivan Global Blood Purification Award * Exceeded 35,000 cumulative human treatments, up from 20,000 at the end of 2016 * Achieved FDA IDE approval to initiate its pivotal REFRESH 2- AKI cardiac surgery trial, intended to support U.S. regulatory approval of CytoSorb * Announced the funding of the CytoSorb Endocarditis REMOVE trial in Germany by the German Federal Ministry of Education and Research * Expanded its partnership with Fresenius Medical Care to include exclusive distribution in 6 countries, and co- marketing of CytoSorb across all of its countries, where possible * Partnered with Dr. Reddy's Laboratories to expand distribution of CytoSorb to South Africa * Awarded $3.7M in new research grants and contracts from the U.S. government for the development of blood purification treatments for severe burn injury, fungal mycotoxin exposure, life-threatening hyperkalemia, and the development of universal plasma for transfusion * Launched the CytoSorb Therapeutic ECMO kit to enable the safe and easy interchange of CytoSorb during extracorporeal membrane oxygenation (ECMO) used to support critically ill patients * Entered into a key partnership with Aferetica to support their PerLife organ rehabilitation system with our blood purification polymers * Solidified its balance sheet with an $11.5 million equity financing led by Cowen & Co, and co-managed by H.C. Wainwright, Aegis Capital, B Riley & Co., Maxim Group, and Northland Capital Markets, and the addition of $5 million in debt financing from Bridge Bank Dr. Phillip Chan, chief executive officer stated, "As I described in our January 2018 shareholder letter, 2017 was an outstanding year for the Company. We achieved strong growth and numerous milestones that have positioned us well to execute upon key objectives this year. In 2018, we expect: 1) Achievement of operating profitability on a quarterly basis (excluding non-cash expenses and clinical trial costs) * Continued international sales growth driven by direct sales - particularly Germany with dedicated reimbursement, continued progress by strategic partners and independent distributors, increased adoption and applications, enhanced reimbursement, and geographic expansion * Product gross margin expansion, driven by increased sales and volume manufacturing from our new manufacturing facility that is expected to come on-line in Q2 2018 2) Progress towards potential U.S. regulatory approval of CytoSorb and HemoDefend * Execution of the pivotal U.S. REFRESH 2 -- AKI cardiac surgery trial, targeting U.S. approval by 2020-21 * Advancement of the HemoDefend packed red blood cell (pRBC) transfusion filter towards a pivotal U.S. clinical trial expected to start in the next 12 months, targeting potential U.S. approval by 2020. HemoDefend aims to improve the safety and quality of the blood supply, targeting a substantial portion of the more than 100 million pRBC transfusions administerd worldwide each year 3) Generation of new pre-clinical and clinical data * The Germany-funded REMOVE endocarditis trial has started * Expansion of its U.S. and European clinical team to drive additional Company-sponsored studies in sepsis, cardiac surgery, and other critical care applications * New analysis from the International CytoSorb Registry, currently with 174 participating centers * Progress of dozens of active investigator-initiated studies * Continued publication of the CytoSorb "Case of the week" * New pre-clinical data on additional CytoSorb applications and advancement of our product pipeline including CytoSorb XL, K+ontrol, and others 4) New and expanded existing partnerships * Advancement of expanded partnerships with Fresenius Medical Care and Biocon with others expected 5) Greater market awareness * Working closely with its investment banks, as well as our investor relations (LifeSci Advisors) and public relations (Rubenstein PR) firms to generating greater awareness of the CCompany and its technology "We continue to believe that 2018 will be a transformational year for CytoSorbents and thank you for your continued support. Please join us this afternoon on our Q4 2017 and year end 2017 earnings call." Fiscal Year 2017 Financial Results: Revenues: For the year ended Dec. 31, 2017, the Company generated total revenue, which includes product revenue and grant income, of approximately $15,151,000 as compared to revenues of approximately $9,528,000 for the year ended Dec. 31, 2016, an increase of approximately $5,623,000, or 59%. Revenue from product sales was approximately $13,382,000 for the year ended Dec. 31, 2017, as compared to approximately $8,206,000 in the year ended Dec. 31, 2016, an increase of approximately $5,176,000 or 63%. This increase was largely driven by an increase in direct sales from both new customers and repeat orders from existing customers, along with an increase in distributor sales. Grant income increased by approximately $447,000, or 34%, to approximately $1,769,000 in 2017 from $1,322,000 in 2016 as a result of revenue received from new grants awarded during 2017. Cost of Revenue: For the years ended Dec. 31, 2017 and 2016, cost of revenue was approximately $5,518,000 and $3,954,000, respectively, an increase of approximately $1,564,000, or 40%. This increase is related to an increase in product cost of revenue of approximately $1,117,000 attributable to increased sales in 2017. Product gross margins were approximately 71% for the year ended Dec. 31, 2017, as compared to approximately 67% for the year ended Dec. 31, 2016 due to a reduction in its product costs and a change the mix of direct and distributor sales. Grant income related expenses increased by approximately $447,000 during the year ended Dec. 31, 2017 as compared to the year ended Dec. 31, 2016 due to an increase in direct labor and other costs being deployed toward grant-funded activities during the year ended Dec. 31, 2017 as compared to the year ended Dec. 31, 2016. Gross Profit: Gross profit was approximately $9,632,000 for the year ended 2017, an increase of approximately $4,058,000 or 73%, over gross profit of $5,574,000 in 2016. This increase is entirely attributed to an increase in CytoSorb product sales during 2017. Research and Development Expenses: The Company's research and development costs were approximately $4,049,000 and $4,783,000 for the years ended Dec. 31, 2017 and 2016, respectively, a decrease of approximately $734,000, or 15%. This decrease in research and development expenditures is related to an increase in direct labor and other costs being deployed toward grant-funded activities of approximately $447,000, which had the effect of decreasing the amount of its non-reimbursable research and development costs, and a decrease in costs related to its various clinical studies and trials of approximately $580,000. These decreases were offset by an increase in stock-based compensation of approximately $117,000, an increase in salaries related to non-clinical research and development activities of approximately $36,000 and an increase in supplies and other research and development expenses of approximately $140,000. Legal, Financial and Other Consulting Expenses: The Company's legal, financial and other consulting costs were approximately $1,339,000 and $1,185,000 for the years ended Dec. 31, 2017 and 2016, respectively, an increase of approximately $154,000, or 13%. This increase was due to an increase in employment agency fees of approximately $123,000 related to the hiring of senior level personnel in 2017, an increase in legal fees of approximately $17,000 related to various corporate initiatives and an increase in accounting and consulting fees of approximately $14,000. Selling, General and Administrative Expenses: The Company's selling, general and administrative expenses were approximately $14,086,000 and $11,098,000 for the years ended Dec. 31, 2017 and 2016, respectively, an increase of approximately $2,988,000, or 27%. The increase in selling, general, and administrative expenses was due to an increase in non-cash stock compensation expense of approximately $825,000 primarily based upon achievement of the 2017 operating milestones, increases in salaries, commissions and related costs of approximately $834,000 due to headcount additions, an increase in royalty expenses of approximately $480,000 due to the increase in product sales, additional sales and marketing costs, which include advertising and conferences of approximately $299,000, an increase in travel and entertainment costs and other expenses of approximately $213,000, an increase in occupancy cost of approximately $90,000 related to facility expansion, an increase in public relations expense of approximately $105,000, an increase in office supplies and related expenses of approximately $148,000 and other general and administrative cost increases of approximately $60,000. These increases were offset by a decrease in bad debt expense of approximately $66,000. Interest Income (Expense), Net: For the year ended Dec. 31 2017, interest expense, net was approximately $749,000, as compared to interest expense, net of approximately $232,000 for the year ended Dec. 31, 2016. This increase in net interest expense of approximately $517,000 is directly related to interest expense incurred and amortization of loan acquisition costs related to the Company's financing facility with Bridge Bank on which $5,000,000 was drawn on June 30, 2016 and outstanding for the year ended Dec. 31, 2017 and $5,000,000 was drawn on June 30, 2017 and was outstanding during the six months ended Dec. 31, 2017. Gain (Loss) on Foreign Currency Transactions: For the year ended Dec. 31, 2017, the gain on foreign currency transactions was approximately $1,454,000, as compared to a loss on foreign currency transactions of approximately $358,000 for the year ended Dec. 31, 2016. The 2017 gain is directly related to the increase in the exchange rate of the Euro at December 31, 2017, as compared to Dec. 31, 2016. The exchange rate of the Euro to the U.S. dollar was $1.20 per Euro at December 31, 2017 as compared to $1.05 per Euro at Dec. 31, 2016. The 2016 loss is directly related to the decrease in the exchange rate of the Euro at December 31, 2016, as compared to Dec. 31, 2015. The exchange rate of the Euro to the U.S. dollar was $1.05 per Euro at Dec. 31, 2016 as compared to $1.08 per Euro at Dec. 31, 2015. Benefit from Income Taxes: The Company's benefit from income taxes was approximately $677,000 and $319,000 for the years ended Dec. 31, 2017 and 2016, respectively. These benefits were realized by utilizing the New Jersey Technology Business Tax Certificate Transfer Program whereby the State of New Jersey allows the Company to sell a portion of its state net operating losses to a third party. Liquidity and Capital Resources Since inception, the Company's operations have been primarily financed through the private and public placement of its debt and equity securities. At Dec. 31, 2017, the Company had current assets of approximately $20,739,000 including cash on hand of approximately $17,322,000 and had current liabilities of approximately $7,848,000. In December 2017, the Company received approximately $677,000 in cash from the sale of its net operating losses to the State of New Jersey. The Company believes that it has sufficient cash to fund its operations into 2019. 2018 First Quarter Revenue Guidance CytoSorbents has not historically given financial guidance on quarterly results until the quarter has been completed. However, the Company continues to expect its first quarter 2018 product sales to exceed sales reported in the first quarter of 2017. A full-text copy of the press release is available for free at: https://is.gd/Qa6ihX About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy commercializing its CytoSorb blood purification technology to reduce deadly uncontrolled inflammation in hospitalized patients around the world, with the goal of preventing or treating multiple organ failure in life-threatening illnesses. The Company, through its subsidiary CytoSorbents Medical Inc. (formerly known as CytoSorbents, Inc.), is engaged in the research, development and commercialization of medical devices with its blood purification technology platform which incorporates a proprietary adsorbent, porous polymer technology. Cytosorbents reported a net loss attributable to common shareholders of $8.79 million on $15.15 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $11.76 million on $9.52 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Cytosorbents had $24.10 million in total assets, $13.84 million in total liabilities and $10.26 million in total stockholders' equity. The Company's independent registered public accountants' report for the year ended Dec. 31, 2017 includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." WithumSmith+Brown, PC, in East Brunswick, New Jersey, stated that the Company sustained net losses for the years ended December 31, 2017, 2016 and 2015. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2019. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. DAVID HANKS: Huffman Buying Tipton Property for $122K ----------------------------------------------------- David L. Hanks and Sandra B. Hanks ask the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the sale of real property known as 0 Girl Scout Road in Tipton County, Tennessee, comprising approximately 38 acres of agricultural land, to Richard Lee Huffman, III for $121,600. The Debtors own the Real Estate. It was listed for sale by the Debtor's duly authorized real estate agent, Randal Lankford. Mr. Lankford's employment was approved by the Court on Oct. 19, 2017. Mr. Lankford has actively marketed the property since that time through multiple channels. The subject property had been listed for sale by another real estate agent for an extended period of time before this case was filed. The Debtors have negotiated with the Buyer a sale price of $121,600 and entered into the Contract subject to the Court's approval. The Real Estate is encumbered by a Deed of Trust and Assignment of Rents held by First Citizens National Bank. The Debtors believe that the bank will consent to the proposed sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/David_Hanks_47_Sales.pdf Tipton County holds a claim against the Real Estate for property taxes accrued to date. Upon closing of the sale approved by the Court, valid, perfected and unavoidable liens, claims, and encumbrances will attach to the sale proceeds to the same extent, and in the same priority, as the prepetition liens, claims and encumbrances, which will be paid at closing along with usual and customary closing costs and expenses of sale, including a 6% real estate commission to Randal Lankford. The Debtors believe a sale of his interest in the Real Estate as proposed will produce the highest value to the Estate. As First Citizens is expected to consent to the sale, and the property has been marketed for an extended period of time, the Debtors submit that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h), to the extent that it applies. Counsel for the Debtors: Russell W. Savory, Esq. BEARD & SAVORY, PLLC 119 South Main Street, Suite 500 Memphis, TN 38103 Telephone: (901) 523-1110 E-mail: russ@bsavory.com David L. Hanks and Sandra B. Hanks sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 17-27085) on Aug. 14, 2017. The Debtor tapped Russell W. Savory, Esq., at Beard & Savory, PLLC, as counsel. DIGITAL RIVER: Moody's Affirms B2 CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed Digital River, Inc's B2 corporate family rating and B2-PD probability of default rating. Moody's also affirmed the Ba3 ratings on the company's first lien credit facilities and the B3 rating on the second lien term loan. The outlook is revised to negative. The change of the outlook to negative is driven by the company's recent revenue declines resulting from the loss of a major customer contract which has compelled the company to undertake substantial restructuring activities. The negative outlook highlights the risk that sales or business processes could be temporarily disrupted by the restructuring activities, and that leverage will remain elevated if the company does not return to organic revenue and EBITDA growth over the next 12 to 18 months. Outlook Actions: Issuer: Digital River, Inc. -- Outlook, Changed to Negative from Stable Affirmations: Issuer: Digital River, Inc. -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 -- Senior Secured First Lien Bank Credit Facility, Affirmed Ba3 (LGD2) -- Senior Secured First Lien Revolving Credit Facility, Affirmed Ba3 (LGD2) -- Senior Secured Second Lien Bank Credit Facility, Affirmed B3 (LGD5) RATINGS RATIONALE The B2 CFR reflects Digital River's concentrated business profile and small scale relative to larger technology and payment processing companies with greater financial resources. The company experienced material declines in revenue and EBITDA amidst the loss of the Microsoft Store business (the largest portion of the overall contract with Microsoft) in June 2017. The company has engaged in significant cost reduction and restructuring activities to offset the impact of losing this business, improving run-rate pro forma EBITDA by approximately $25 million. These restructuring activities as well as continued growth in the company's remaining business are expected to flow through to net income over the next 4 to 6 quarters. Free cash flow hit a trough of about $6 million as of December 31, 2017, however it is expected to improve substantially over the next 12 to 18 months as the company begins to grow EBITDA organically, lending support to the B2 rating. The rating is also supported by Digital River's longstanding client base of leading software and consumer electronics companies and favorable industry dynamics in the global eCommerce market (projected growth rates in excess of 10%). The ratings could be upgraded if Digital River achieves double digit revenue growth, an increasingly diversified customer base, free cash flow to debt of at least 10%, and adjusted debt to EBITDA below 3.5 times on a sustained basis with an expectation of disciplined financial policies. Downward ratings pressure could result if profitability declines or financial policies become more aggressive with debt funded dividend payments or acquisitions such that adjusted debt to EBITDA is expected to be sustained above 5 times, liquidity deteriorates (e.g., negative cash flow or decreasing covenant cushion), or customer churn increases. Liquidity is adequate and is supported by an expected cash balance of approximately $60 million as of March 31, 2018. The company's $10 million revolving credit facility is expected to be substantially utilized over the next 12 to 18 months. Digital River approached its lender group seeking an amendment to its first lien credit agreement regarding its consolidated EBITDA calculation as well as seeking an increase of the financial covenant leverage test to 6.0x from the current 4.0x level. The increase in the covenant level and change to EBITDA calculation would provide the company with ample cushion under the proposed revised covenant test level over the next 4 quarters. The principal methodology used in these ratings was Software Industry published in December 2015. Digital River, Inc., headquartered in Minnesota, is a provider of eCommerce solutions that support the sale and fulfillment of primarily software and gaming products. The company generated revenues of approximately $278 million in 2017. Digital River is owned by private equity sponsor Siris Capital Group. DONALD EVANS: $590K Sale of Daphne Property Approved ---------------------------------------------------- Judge Henry A. Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama authorized Donald Bryce Evans's sale of the real property located at 10054 Rosewood Lane, Daphne, Alabama for $590,000, and granted the Debtor's Application to Employ Real Estate Agent. The Court also granted 5% broker's commission to Terryl Reeves of Fairhope Realty; the payment of Chapter 11 fees; the usual and normal closing costs; and the payment of the net proceeds to secured creditors Gary and Opal Smith in partial satisfaction of their claim. The Debtor is ordered to withhold and pay from the closing the amount of $4,875 payable to "Clerk, US Bankruptcy Court" for the Debtor's Chapter 11 Quarterly fee due for the first quarter of 2018. Donald Bryce Evans sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 17-04010) on Oct. 20, 2017. The Debtor tapped Robert M. Galloway, Esq., at Galloway Wettermark Everest & Rutens, LLP, as counsel. DONALD EVANS: Selling Daphne Property for $590K ----------------------------------------------- Donald Bryce Evans asks the U.S. Bankruptcy Court for the Southern District of Alabama, on an emergency basis, to authorize the sale of the real property located at 10054 Rosewood Lane, Daphne, Alabama for $590,000. The Debtor owns, jointly with his wife, the real property. The real property is encumbered by a first position mortgage to the Debtor's creditors, Gary and Opal Smith. The Debtor has an offer from a buyer to purchase the aforementioned real property for a sales price of $590,000. He believes this to be the best and highest price this property could fetch in a sale during Chapter 11 pendency. The parties entered into the Purchase Agreement and Addendum of Feb. 27, 2018. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Donald_Evans_74_Sales.pdf The Debtor believes the sale of the aforementioned real property to be in the best interest of his estate. Due to the time sensitive nature of this issue, the Debtor moves for this matter to be heard on an emergency basis. The secured creditor and Bankruptcy Administrator have indicated to his counsel that they do not object to an emergency hearing. Counsel for the Debtor: J. Willis Garrett, III, Esq. GALLOWAY, WETTERMARK & RUTENS, LLP P.O. Box 16629 Mobile, AL 36616-0629 Telephone: (251) 476-4493 Facsimile: (251) 479-5566 E-mail: wgarrett@gallowayllp.com Donald Bryce Evans sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 17-04010) on Oct. 20, 2017. The Debtor tapped Robert M. Galloway, Esq., at Galloway Wettermark Everest & Rutens, LLP, as counsel. DONALD NIX: $300K Private Sale of Paterson Property to JCM Approved ------------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey authorized Donald Nix, LLC's private sale of the real property located at 359-367 Hamilton Avenue, Paterson, Passaic County, New Jersey, also known as Block 3507, Lot 17, to JCM Investors 1012, LLC, for $300,000. Notwithstanding the foregoing, and subject to the terms of the Consent Order, the Fressie Trust will duly execute and deliver to the Buyer at the closing of the Sale a bargain and sale deed without covenants and an affidavit of title in customary form as required by the Buyer's title company, and will deliver to the Title Company (i) original tax sale certificates Nos. 2017-001879 and 2018-006483 each duly endorsed for cancellation, (ii) a true copy of the agreement establishing the Fressie Trust, and (iii) such other documentation reasonably required by the Title Company and the Buyer's closing attorney to confirm the satisfaction and full discharge and conveyance of all lien and title interests of the Fressie Trust in and as to the Property as of the Closing Date. Participation in the within settlement and Consent Order by the Parties is to enable the Debtor to effectuate a sale of the Property, short of litigation and entry of judgment in the Avoidance Action that is pending. The Sale will be free and clear of liens, claims and interests of third parties, with the Liens to attach to the proceeds of the Sale. Pursuant to Bankruptcy Rule 6004(h), the Sale may close immediately upon entry of the Order on the docket of the Debtor's bankruptcy case without the need to await the passage of 14 days. From the gross proceeds paid by the Buyer at the Closing, (i) the Title Company will make disbursement to cover the expenses of the Sale customarily payable by the Seller of real estate in New Jersey, including applicable real estate transfer fee, deed and lien discharge recording fees, and utilities charges and real estate taxes due up to the Closing Date, but not yet paid, all of which will be reflected on a HUD-1 Settlement Statement to be provided to the Fressie Trust; (ii) the Fressie Trust will receive and may retain the sum of $136,300 on account of a the Fressie Interest; and (iii) the Debtor will receive and may retain the net balance in full. Upon the receipt of the Fressie Settlement Payment by Fressie Trust or its designee, Fressie Interest will be satisfied in full and Fressie Trust will have no further claim against or interest in the estate of the Debtor, or Lien or other interest in the Property. The amount of the Fressie Settlement Payment will increase by the Per Diem Amount for each day that the Closing is delayed beyond the date which is the later of (i) March 13, 2018 or (ii) the date which is 14 days from the date when the Order is entered on the bankruptcy case of the Debtor. The Per Diem Amount will be $34, which is the product of 9% times $136,300 divided by 360, and the resulting amount will be paid directly to the Fressie Trust from the proceeds of Sale at the Closing. The interest amount set forth will continue to accrue until such time as the Debtor accomplishes a sale, or subject to further order of the Court. Until such time as the Fressie Settlement Payment is made, the underlying Fressie tax lien certificates or Judgment of Foreclosure as the case may be will retain all priorities, rights and claims without modification of any kind. If the Fressie Settlement Payment is not made by May 29, 2018, the Fressie Trust will be free to seek, at its sole discretion, a modification or termination of the automatic stay under Section 362(a) of the Bankruptcy Code and conversion or dismissal, and the Debtor will have and retain all defenses available under law with respect thereto. To the extent not paid by the Title Company from the proceeds of the Sale as provided for, all of the Seller's Closing Costs will be paid by the Debtor, and upon request written proof of payment will be provided to the Fressie Trust and its counsel. The Debtor, Donald Nix personally and individually and Nix Transportation Service Inc., and each of them individually, jointly and jointly and severally will defend, indemnify and hold the Fressie Trust harmless, pursuant to the indemnification provision set forth against any and all recording fees and taxes of any kind arising from the sale. The Debtor's election to reject the lease of Miguel Rivera for a portion of the Property located at 359-367 Hamilton Avenue, Paterson NJ is approved. The Court will withhold ruling on the Request for Entry of Default Judgment in the Avoidance Action until requested in writing by the Debtor to address the Request. About Donald Nix Donald Nix LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-24171) on July 12, 2017. In the petition signed by Donald A. Nix, president, the Debtor estimated assets and liabilities of less than $500,000. Ellen R. Greenberg, Esq., is the Debtor's bankruptcy counsel. Michael J. Viscount, Jr., of Fox Rothschild, has been tapped by the Debtor as special counsel, to bring an adversary proceeding. EDEN HOME: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Eden Home, Inc. DBA EdenHill Communities FKA Eden Home for the Aged, Incorporated 631 Lakeview Blvd. New Braunfels, TX 78130 Type of Business: Located in New Braunfels, Texas, Eden Home, Inc. dba EdenHill Communities is a not-for-profit, faith-based organization that provides independent living, affordable housing, assisted living, skilled nursing and rehabilitation, long-term care and memory care services. The EdenHill Communities Transportation Department provides ADA services in support of seniors and individuals with disabilities. Visit https://edenhill.org for more information. Chapter 11 Petition Date: March 16, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 18-50608 Judge: Hon. Craig A. Gargotta Debtor's Counsel: Mark E. Andrews, Esq. DYKEMA COX SMITH 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: 214-462-6400 Fax: 214-462-6401 Email: mandrews@dykema.com - and - Aaron Michael Kaufman, Esq. DYKEMA COX SMITH 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: 214-462-6400 Fax: 214-462-6401 Email: akaufman@dykema.com - and - Jesse Tyner Moore, Esq. DYKEMA COX SMITH 111 Congress Avenue, Suite 1800 Austin, TX 78701 Tel: 512-703-6325 Fax: 512-703-6399 Email: jmoore@dykema.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Laurence P. Dahl, chief executive officer and executive director. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb18-50608.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Studiosix5 Trade Debt $182,119 Rehabcare, Inc. Medical Services $164,068 Morrison Management Specialists Trade Debt $139,585 McKession Medical-Surgical Trade Debt $17,171 Invictus HealthCare Solutions Trade Debt $15,666 Hilltop Pharmacy Trade Debt $11,765 Council for Health & $9,864 Human Services Digital Media, LLC Trade Debt $8,882 DME Synergistic Systems Trade Debt $8,298 Leading Age of Texas Trade Debt $7,562 NeighborCare Trade Debt $7,147 Pharmacy Services, Inc Bestcare Laboratory Service, Inc. Trade Debt $6,203 International Bronze Trade Debt $6,054 Plaque Co. GK Dental, PA Trade Debt $3,833 Cure Healthcare Staffing Trade Debt $3,661 Lowe's Business Account Trade Debt $3,469 American Express Credit Card $3,308 Purchases Matera Paper Co., Inc. Trade Debt $3,239 Texas Chiller Systems Trade Debt $3,085 Mark A. Burns, M.D. Medical Services $3,000 FAIRGROUNDS PROPERTIES: $109K Sale of Hurricane Property Approved ----------------------------------------------------------------- Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah authorized Fairgrounds Properties, Inc.'s private sale of Lot 39, Fairgrounds Industrial Park, Hurricane, Washington County, of Utah, Parcel No. H-FAIR-39, to Ron Steele for $109,000. The sale is free and clear of all interests, with any interests attached to the net sale proceeds. In accordance with the Sale Motion, the sale proceeds of Lot 39 will be distributed as follows: (i) a 6% commission to the Debtor's real estate agent; (ii) unpaid property taxes secured by Lot 39 pursuant to Utah Law; (iii) $10,000 to be paid to the Debtor to be held by Debtor in its DIP account; (iv) all remaining funds to be paid to People's Intermountain Bank, the successor in interest by merger to Town and Country Bank; (v) Fairgrounds Industrial Park, LLC has agreed to voluntarily release its deed against Lot 39; and (vi) nothing to be paid to Dakota Aggregate, LLC. The treatment of the Retained Fees will be in accordance with People's Intermountain Bank's oral objection stated on the record at the hearing. The Debtor is allowed to use a portion of the Retained Fees to pay quarterly fees to the Office of the United States Trustee without further order of the Court in the following amounts: $325 for fourth quarter 2017, and $1,625 for first quarter 2018 (for a total of $1,950). The balance of the Retained Fees ($8,050) remains subject to People's Intermountain Bank's lien as cash collateral and may only be used to pay the Debtor's administrative expenses claims after notice and a hearing and further order of the Court. The Debtor is authorized to pay from the gross sale proceeds the costs of sale, including the real estate commission of 6%, outstanding real property taxes, and payment to People's Intermountain Bank as set forth in the Sale Motion. The 14-day appeal period is waived. About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FAIRGROUNDS PROPERTIES: $89K Sale of Hurricane Property to BC OK'd ------------------------------------------------------------------ Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah authorized Fairgrounds Properties, Inc.'s private sale of the real property described as H-FAIR-14 located in Hurricane, Washington County, Utah, Tax Serial No. H-FAIR-14, to BC Creative Woodworks, LLC for $89,000. The sale is free and clear of all interests, with any interests attached to the net sale proceeds. In accordance with the Sale Motion, the sale proceeds of Lot 14 will be distributed as follows: (i) recording fees and standard transaction closing costs; (ii) a 6% commission to the Debtor's real estate agent; (iii) unpaid property taxes secured by Lot 14 pursuant to Utah Law; (iv) all remaining funds to be paid to People's Intermountain Bank, the successor in interest by merger to Town and Country Bank; (v) Fairgrounds Industrial Park, LLC has agreed to voluntarily release its deed against Lot 14; and (vi) nothing to be paid to Dakota Aggregate, LLC. The Debtor is authorized to pay from the gross sale proceeds the costs of sale, including the real estate commission of 6%, outstanding real property taxes, and payment to People's Intermountain Bank as set forth in the Sale Motion. The 14- day appeal period is waived. About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FASTLANE HOLDING: S&P Places 'CCC+' CCR on CreditWatch Positive --------------------------------------------------------------- S&P Global Ratings placed its 'CCC+' corporate credit rating on Fastlane Holding Co. Inc. on CreditWatch with positive implications. S&P said, "At the same time, we assigned our 'B-' issue-level rating to the company's proposed $447 million first-lien term loan due November 2022. Our '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate: 35%) recovery in the event of payment default. "In addition, we assigned our 'CCC' issue-level rating to Fastlane's proposed $200 million second-lien term loan due May 2023. Our '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default. "The CreditWatch positive placement reflects our view that Fastlane's proposed transaction will address upcoming maturities and our corresponding future liquidity concerns, since the company's existing revolver and first-lien term loan are due in 2019. With the proposed transaction, Fastlane intends to extend the maturities of its first- and second-lien term loans by three years. Since the company's $250 million ABL revolver (unrated) comes due at the earliest of Jan. 29, 2021, or 91 days before the maturity of its term loan (Aug. 20, 2019), the proposed transaction would also extend the revolver's maturity to 2021. As part of the refinancing transaction, Fastlane plans to increase the size of its first-lien term loan by $50 million and use proceeds to repay a portion of its revolver balance, reducing the amount outstanding to approximately $94 million. "We expect to resolve the CreditWatch positive placement on Fastlane upon the successful completion of the company's proposed transaction, which we believe will address upcoming maturities and future liquidity concerns under the company's current capital structure. If the transaction closes as proposed, we expect to raise our corporate credit rating on the company to 'B-' from 'CCC+' and assign a stable outlook." FINJAN HOLDINGS: Posts $22.8 Million Net Income in 2017 ------------------------------------------------------- Finjan Holdings, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting net income of $22.81 million on $50.48 million of revenues for the year ended Dec. 31, 2017, compared to net income of $350,000 on $18.38 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Finjan Holdings had $61.24 million in total assets, $13.75 million in total liabilities, $18.96 million in redeemable preferred stock, and $28.52 million in total stockholders' equity. As of Dec. 31, 2017, the Company had approximately $41.2 million of cash and cash equivalents, an increase of approximately $27.5 million from $13.7 million in 2016. On Dec. 22, 2017, the 2017 Tax Cut and Jobs Act (the Act) was enacted into law and the new legislation contains several key tax provisions, including a reduction of the corporate income tax rate to 21% effective Jan. 1, 2018, among others. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its U.S. deferred tax assets and liabilities at a 21% rate as well as reassessing the net realizability of its deferred tax assets and liabilities. The re-measurement of its deferred tax asset resulted in a reduction of approximately $2.8 million. Subsequent to Dec. 31, 2017, the Company redeemed $6.2 million or 48,076 shares of the Series A-1 Preferred stock. This redemption is related to the license fee received in late December 2017. Subsequent to Dec. 31, 2017, the Company made a payment to the JVP fund of $0.5 million pursuant to a capital call, reducing the commitment outstanding to $2.2 million. Net cash provided by operating activities was $16.6 million for the year ended Dec. 31, 2017 and is comprised of $22.8 million in net income, $0.8 million in stock-based compensation, $0.8 million in depreciation and amortization, $0.6 million change in net operating assets and liabilities, offset by $2.2 million change in the warrant liability and a change in deferred income taxes of $6.2 million. During the year ended Dec. 31, 2017, cash used in investing activities of $2.0 million was related to the purchase of assets under the Patent Purchase Agreement, offset by $0.1 million in cash distribution received from our investment in the JVP fund. During the year ended Dec. 31, 2017, net cash provided by financing activities of $12.8 million was primarily from the Series A-1 Preferred Stock Financing totaling $14.4 million and a Common Share offering for $12.0 million, offset by redeeming and retiring Series A Preferred Stock Financing of $13.8 million. A full-text copy of the Form 10-K is available for free at: https://is.gd/MWfL6A About Finjan Established over 20 years ago, Finjan Holdings, Inc. -- http://www.finjan.com/-- is a cybersecurity company focused on four business lines: intellectual property licensing and enforcement, mobile security application development, advisory services, and investing in cybersecurity technologies and intellectual property. Licensing and enforcement of the Company's cybersecurity patent portfolio is operated by its wholly-owned subsidiary Finjan, Inc. Finjan became a wholly owned subsidiary of Finjan Holdings in June of 2013 after a merger transaction, following which the Company began trading on the OTC Markets. The Company's common stock has been trading on the NASDAQ Capital Market since May 2014. Since the merger, the Company continues to execute on its existing business lines while outlining a vision and focusing on growth. Finjan is based in East Palo Alto, California. * * * This concludes the Troubled Company Reporter's coverage of Finjan Holdings until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. FLORIDA FOLDER: Online Auction of Personal Property Approved ------------------------------------------------------------ Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida authorized Florida Folder Service, Inc.'s sale of various personal property assets at online auction consistent with the Auction Services Agreement of Thomas Industries, Inc. Thomas Industries will conduct online auctions of the personal property described on Exhibit 2. The Secured Lenders will be paid in full from the proceeds of the auctions and retain a secured lien on the cash to the same extent as they had on the Petition Date until paid in full. All proceeds due from the auctions will be paid directly to Secured Lenders from Thomas Industries. The Debtor will file a disbursement log from the auction that lists all monies received and disbursed regarding the auction and will attach such log to their monthly operating report. The personal property will be sold free and clear of all liens, claims, and encumbrances. The personal property will not be removed from the Debtor's facilities until payment is received. All proceeds above and beyond the Secured Lenders, minus the amounts due to Thomas Industries will be deposited into the DIP bank account. A copy of the Auction Agreement and Exhibit 2 attached to the Order is available for free at: http://bankrupt.com/misc/Florida_Folder_77_Order.pdf About Florida Folder Service Florida Folder Service, Inc., a/k/a Brochure Displays, a/k/a Digital Press -- http://brochuredisplays.com/-- provides professional brochure distribution at hundreds of motels, hotels and other tourism related businesses in prime markets throughout the southeast, including Florida, Georgia, Tennessee and the Carolinas. Its Florida markets include the major resort destinations of Daytona Beach, St. Augustine, Jacksonville and New Smyrna Beach. Florida Folder Service filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-03869) on Nov. 6, 2017. In the petition signed by Terry McDonough, president, the Debtor disclosed $843,347 in assets and $1,040,000 in liabilities. The case is assigned to Judge Jerry A. Funk. The Debtor is represented by Jason A Burgess, Esq., at the Law Offices of Jason A. Burgess, LLC. FORTERRA INC: Bank Debt Trades at 5.58% Off ------------------------------------------- Participations in a syndicated loan under which Forterra Inc. is a borrower traded in the secondary market at 94.42 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.74 percentage points from the previous week. Forterra Inc. pays 300 basis points above LIBOR to borrow under the $1.047 billion facility. The bank loan matures on October 25, 2023. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. FUN CITY AMUSEMENTS: $250K Sale of All Assets to Kennedy Approved ----------------------------------------------------------------- Judge Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland authorized Fun City Amusements, LLC's private sale of substantially all assets to Lorraine Kennedy for $250,000. The sale is free and clear of all liens, claims and all other interests. Any Interests in the assets being sold under the Agreement will attach to the consideration to be received by the Debtor. The Debtor is authorized to assume and assign the lease of its business premises at 3131 Washington Boulevard, Baltimore, Maryland with FRP Transit Business Park, LLC ("Landlord"), as amended, to the Buyer provided that as a condition of the Landlord's consent, Debtor will cure the Debtor's defaults under the Lease at the closing of the sale and will otherwise perform the terms set forth by the proposed Consent Order on Motion for Relief from the Automatic Stay. The Consent Order is not entered or if the Debtor fails to perform its terms, the Landlord's consent to assignment of the Lease, as required under Section 9 of the Agreement, is deemed withdrawn and the Lease will not be assigned. Except for the payments to the Landlord to cure the Debtor's default under the Lease as described above and in the Consent Order, all proceeds of the sale will be deposited into Debtor's DIP Account and that said proceeds will not be used to pay any other pre-petition debts or administrative claims or expenses unless provided for in a confirmed Chapter 11 plan or by further Order of the Court. Notwithstanding Bankruptcy Rule 6004, the Order will be effective and enforceable immediately upon its entry and its provisions will be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Debtor and the Buyer may close under the Agreement at any time. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/FUNCITY_AMUSEMENTS_65_Order.pdf About Funcity Amusements Funcity Amusements, LLC, sought Chapter 11 protection (Bankr. D. Md. Case No. 16-26159) on Dec. 1, 2017. In the petition signed by Carolyn Prat, president, the Debtor estimated assets and liabilities in the range of $100,001 to %500,000. The Debtor tapped Chidiebere Onukwugha, Esq., at Onukwugha & Associates, LLC, as counsel. GAYLE HUGHES: Hales Buying Gig Harbor Property for $850K -------------------------------------------------------- Gayle Hughes asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of the real property located at 1126 Sea Cliff Drive NW Gig Harbor, Washington to Edward and Kathleen Hale, and/or assigns, for $850,000, subject to higher and better offers. A hearing on the Motion is set for April 5, 2018 at 9:00 a.m. The objection deadline is March 29, 2018. The Debtor has entered into a Purchase and Sale Agreement for the sale of the property with the Buyers, and/or assigns, or other third parties for same or better terms, for the sum of $850,000. The Purchasers have put down a $25,000 earnest money deposit, and the balance is to be paid on closing through a mortgage or other traditional financing means. The sale is "as is," and will be free and clear of liens and encumbrances, with any liens and encumbrances to attach to the proceeds of sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Gayle_Hughes_138_Sales.pdf The Property was originally valued at $700,000 on the Debtor's Schedule A. The first mortgage is held by Mr. Cooper; as Nationstar Mortgage, they filed Proof of Claim #5 as a secured claim of $871,227. The Debtor is aware that this is more likely than not a short sale, and she has sought approval through Jessica Richards, McFerran Law's Short Sale Loss Mitigation Manager/Senior Negotiator assigned to this transaction. Mr. Cooper requires an order of the Court to approve the sale of the property before it will issue its approval for the short sale. There is a Trustee's Sale pending on the property for May 11, 2018. The second mortgage on the property was held by Consumer Services on behalf of E-Trade Bank. At the time of filing, their claim was for $302,787. The Debtor promptly sought and received an Order Voiding Lien in Adversary Proceeding Case No. 12-04340-PBS. The Debtor's confirmed Plan of Reorganization provides for E-Trade to receive a distribution under Class 4, equal to roughly 3.4% of their claim, and they do not have an allowed secured claim. The Pierce County Auditor/Recorded Documents does not show any transfers after assignment of the note to E-Trade in 2011. Accordingly, approval of the short sale is not required from E-Trade, but McFerran Law requires of the Court an order authorizing the sale free and clear of all liens, including E-Trade, to issue title insurance on the sale. The only other lien attached to the property is a Federal Tax Lien held by the Internal Revenue Service. Per Claim #4 filed, their allowed claims in the bankruptcy are all unsecured. The lien was filed in 2011, prior the filing of the bankruptcy. The Debtor asserts that the Claim herein supersedes the tax lien, and that there are no remaining secured obligations. The IRS will not review for a lien release until the senior lien(s) have approved the short sale or an order is entered by the Court authorizing the sale. The Debtor asks that the Court authorizes the payment of normal and regular closing costs, the Mr. Cooper first mortgage lien, any property or other taxes on the transaction, payment of the quarterly United States Trustee's Fees (for disbursements under $1 million, the fee is $4,875), and realtors' commissions from the closing. The Purchasers: Edward and Kathleen Hale P.O. Box 1066 Suquamish, WA 98392 Telephone: (206) 310-5753 E-mail: edwardhale@comcast.net Counsel for the Debtor: Larry B. Feinstein, Esq. Kathryn P. Scordato, Esq. VORTMAN & FEINSTEIN 2033 6th Ave., Suite 251 Seattle, WA 98121 Telephone: (206) 223-9595 Facsimile: (206) 386-5355 E-mail: feinstein1947@gmail.com kpscordato@gmail.com Gayle Hughes sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-45424) on Aug. 3, 2012. GLOBAL KNOWLEDGE: Bank Debt Trades at 9.92% Off ----------------------------------------------- Participations in a syndicated loan under which Global Knowledge Training LLC is a borrower traded in the secondary market at 90.08 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.95 percentage points from the previous week. Global Knowledge pays 550 basis points above LIBOR to borrow under the $175 million facility. The bank loan matures on January 30, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. GOODING COUNTY SD: Moody's Affirms Ba1 Rating on $9.4MM GO Bonds ---------------------------------------------------------------- Moody's Investors Service has affirmed the underlying Ba1 rating for Gooding County School District No. 232 (Wendell), Idaho's general obligation bonds. The affirmation affects $9.4 million in rated debt. The rating outlook is stable. RATINGS RATIONALE The Ba1 rating reflects the district's limited reserves and thin liquidity position for activities other than debt repayment. The rating takes into consideration the district's small tax base that exhibits both industrial and taxpayer concentration, as well as manageable debt and pension liabilities. RATING OUTLOOK The stable outlook reflects Moody's expectation that the district will show structural balanced based on the continued receipt of supplemental property tax levy dollars that allow the district to address outstanding deferred maintenance projects without adding debt or revert to deficit spending. FACTORS THAT COULD LEAD TO AN UPGRADE Sustained improvement in the district's financial position, including reserve levels and liquidity Massive growth in the district's tax base size and economic diversity Decline in the district's overall debt burden FACTORS THAT COULD LEAD TO A DOWNGRADE Return to structural imbalance in the district's finances leading to a weakening of the district's financial position, including reserve levels and liquidity Decline in the district's tax base Decline in the district's student enrollment LEGAL SECURITY The bonds are secured by the district's full faith, credit and unlimited property tax pledge, and also backed by the Idaho School Bond Credit Enhancement Program, which maintains an Aaa rating. USE OF PROCEEDS Not applicable. PROFILE Located in Gooding County, the district provides K-12 education to residents of the City of Wendell and surrounding areas. The district operates one elementary school, one middle school, and one high school. The district's October 1, 2017 enrollment was 1,167 students. GUITAR CENTER: Moody's Cuts PDR to Ca-PD on Proposed Debt Exchange ------------------------------------------------------------------ Moody's Investors Service stated that if the exchange offer announced by Guitar Center, Inc. (GCI) on March 12, 2018 proceeds as outlined, it will constitute a distressed exchange, which is an event of default under Moody's definition of default. As a result, Moody's downgraded GCI's Probability of Default Rating to Ca-PD from Caa1-PD and affirmed its Corporate Family Rating at Caa1. GCI proposal involves: (1) the exchange of its existing $325 million 9.625% senior unsecured due 2020 for new $325 million senior unsecured notes due 2022 with a 5% cash pay and 8% payment in kind feature; (2) the issuance of new $635 million senior secured notes due 2021; and (3) the amendment and extension of the company's $375 million asset-based loan maturity to 2022 from 2019. Pursuant to the proposal, proceeds from the new senior secured notes along with a $30 million draw on the company's amended and extend revolver will be used to refinance the company's existing senior secured notes which mature in April 2019. Moody's affirmed the Caa1 rating on GCI's existing $615 mil 6.5% senior secured first lien notes due 2019 and the Caa3 rating on the company's existing $325 million 9.625% senior unsecured due 2020. Additionally, Moody's assigned a Caa1 rating to GCI's proposed $635 million senior secured notes due 2021, and a Caa3 to the company's proposed $325 million senior unsecured notes due 2022. Moody's expects to upgrade GCI's PDR to Caa1-PD/LD upon the closing of the proposed exchange offer, as well as withdraw the ratings on the company's existing senior secured and unsecured notes. Moody's will remove the LD designation three business days after the closing of the proposed exchange. "Although the exchange proposal would constitute a distressed exchange, if completed as planned, it will alleviate Moody's concern regarding GCI's significant and relatively near-term debt maturities and provide the company with some increased financial flexibility," stated Keith Foley, a Senior Vice President at Moody's. "However, GCI's high pro forma leverage with debt/EBITDA on a Moody's adjusted basis at above 6.2 times -- total debt increases by $50 million as a result of the transaction -- remains a key credit concern, particularly given Moody's opinion that there continues to be a relatively limited revenue visibility regarding the retail environment for musical instruments," added Foley. Downgrades: Issuer: Guitar Center Inc. -- Probability of Default Rating, Downgraded to Ca-PD from Caa1- PD Assignments: Issuer: Guitar Center Inc. -- Senior Secured Regular Bond/Debenture, Assigned Caa1(LGD4) -- Senior Unsecured Regular Bond/Debenture, Assigned Caa3(LGD5) Outlook Actions: Issuer: Guitar Center Inc. -- Outlook, Remains Negative Affirmations: Issuer: Guitar Center Inc. -- Corporate Family Rating, Affirmed Caa1 -- Senior Secured Regular Bond/Debenture, Affirmed Caa1(LGD4) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa3(LGD5) RATINGS RATIONALE GCI's Caa1 Corporate Family Rating is based on Moody's view that, despite the near-term flexibility afforded by the exchange proposal and planned refinancing, GCI would remain very highly leveraged with pro forma debt/EBITDA on a Moody's adjusted basis at about 6.2 times, and a long-term debt balance (excluding amounts from the ABL facility) that will increase as the 8% PIK portion of the senior unsecured notes accrues to the company's debt balance. As a result, GCI's ability to reduce leverage to below 6.0 times by 2020, about one year prior to the proposed senior secured note maturity date, will be largely dependent on the company's ability to grow its EBITDA by at least 5% annually until then. Positive consideration is given to GCI's leading market position and very strong brand awareness within the highly fragmented specialty retailing segment for musical instrument sales and rentals. Also considered is GCI's product diversification in musical instruments. Additionally, despite challenges, Moody's believe GCI will generate some free cash flow during the next 12-18 months, and that the company's operations will be stable. GCI's rating outlook remains negative. Although the proposed transactions will eliminate near-term debt maturities and provide the company with increased financial flexibility, the company's ability to reduce its debt/EBITDA remains dependent on the company's ability to grow its EBITDA. The negative outlook also considers that GCI's total debt increases by $50 million as a result of the proposed exchange and refinancing transaction. Rating improvement requires that GCI materially improve its credit metrics -- achieve and maintain debt/EBITDA on a Moody's adjusted basis below 5.5 times -- as well as maintain an adequate liquidity profile. A higher rating would also require further demonstrated earnings stability. Ratings could be lowered if GCI is unable to complete the proposed exchange and refinancing transactions, if earnings or margins deteriorate, or appears the company will not be able to reduce debt/EBITDA below 6.0 times on a Moody's adjusted basis during the next 18 months for any reason. GCI is the largest retailer of music products in the United States based on revenues. GCI is a wholly-owned subsidiary of Guitar Center Holdings, Inc. The company has three reportable business segments, comprised of Guitar Center, Musician's Friend and Music & Arts. GCI's parent company, Guitar Center Holdings, Inc., owns 100% of the outstanding common stock of Guitar Center, Inc. Guitar Center, Inc. Holdings has no material asset or operations other than its ownership of GCI. GCI is a private company and does not publicly disclose detailed financial information. GUITAR CENTER: Offers 2022 PIK Notes + Cash for 2020 Notes ---------------------------------------------------------- Guitar Center, Inc., launched on March 12, 2018, an exchange offer and consent solicitation to: (i) exchange its existing 9.625% Senior Unsecured Notes due 2020, of which there are currently $325 million Aggregate principal amount outstanding, for: (a) 5% Cash/ 8% PIK Notes due 2022; and (b) warrants to purchase shares of common stock, par value $0.01 per share, of a new company, Guitar Center Holdings, Inc., a Delaware corporation and the would-be direct parent of the Company; and (ii) solicit consents to certain proposed amendments to the indenture governing the Existing Notes, in each case, upon the terms and subject to the conditions as set forth in an Offering Memorandum and Consent Solicitation Statement dated March 12, 2018 and a related Letter of Transmittal. According to the Offering Memorandum, Eligible Holders of Existing Notes who validly tender (and do not validly withdraw) Existing Notes prior to 11:59 p.m., New York City time, on March 23, 2018 -- Early Tender Date -- will receive upon settlement of the Exchange Offer, for each $1,000 principal amount of Existing Notes tendered, $1,000 principal amount of Exchange Notes and Warrants to purchase Common Stock, plus an early tender fee in cash equal to 0.5% of the aggregate amount of Existing Notes tendered by such holder. Eligible Holders who validly tender (and do not validly withdraw) after the Early Tender Date, but on or before the Expiration Date, will receive, for each $1,000 principal amount of Existing Notes tendered, $1,000 principal amount of Exchange Notes and Warrants to purchase Common Stock. The Exchange Offer will expire at 5:00 p.m., New York City time, on April 11, 2018, unless extended or earlier terminated. The Exchange Notes will be senior unsecured obligations of the Company and effectively subordinated to any of the Company's existing and future secured debt to the extent of the value of the collateral securing such debt. The consummation of the Exchange Offer will be conditioned on the satisfaction of certain conditions described in the Offering Memorandum, including, but not limited to, (i) not less than 95% in aggregate principal amount of Existing Notes having been validly tendered and not validly withdrawn in the Exchange Offer prior to the Expiration Date; (ii) the closing of the Notes Offering and retirement, cancellation or satisfaction and discharge of the Existing Secured Notes; and (iii) the Support Agreement not having been terminated pursuant to its terms. The Company said it may amend or waive the conditions -- including the foregoing specified conditions with the consent of the requisite Support Parties -- at any time, in its sole discretion, and may terminate, modify or withdraw the Exchange Offer at any time and for any reason, including if any of the conditions are not or will not be satisfied. The settlement date for the Exchange Offer is expected to occur on the fourth business day following the Expiration Date. The New Securities have not been registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. About Guitar Center Westlake Village, Calif.-based Guitar Center -- http://www.guitarcenter.com/-- is a retailer of musical instruments, lessons, repairs and rental instruments in the U.S. It has more than 280 stores across the U.S. and is one of the top direct sales websites in the industry. Guitar Center also provides customers with various musician based services, including Guitar Center Lessons, where musicians of all ages and skill levels can learn to play a variety of instruments in many music genres; GC Repairs, an on-site maintenance and repairs service; and GC Rentals, a program offering easy rentals of instruments and other sound reinforcement gear. Its sister brands include Music & Arts, which operates more than 150 stores specializing in band & orchestral instruments for sale and rental, serving teachers, band directors, college professors and students, and Musician's Friend, a direct marketer of musical instruments in the United States. GUITAR CENTER: Offers to Swap 2019 Notes with 2021 Notes -------------------------------------------------------- Guitar Center, Inc. on March 14, 2018, said its indirect wholly owned subsidiary Guitar Center Escrow Issuer, Inc., as Issuer, has priced $635 million in aggregate amount of 9.500% senior secured notes due 2021 at an issue price of 98.140%. The Notes are being offered to "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933, as amended, in a private placement, in reliance upon the exemption from the registration requirements of the Securities Act and certain non-U.S. persons outside the United States in accordance with Rule 902 under the Securities Act. The Notes Offering was expected to close on March 16, 2018, subject to customary closing conditions. Following satisfaction of conditions including the completion of the Company's separate exchange offer and consent solicitation relating to the Company's 9.625% Senior Notes due 2020, the Issuer will be merged with and into the Company, with the Company surviving. The Company intends to use the net proceeds from this offering, together with borrowings under the Company's $375.0 million senior secured asset-based revolving credit facility, to (i) redeem all of the Company's outstanding 6.500% Senior Secured Notes due 2019 -- including accrued and unpaid interest, if any, to the redemption date -- and (ii) pay fees and expenses related to the Notes Offering, the Exchange Offer and an amendment and extension to the ABL Facility. The Notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the Notes or any other security of the Company, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Additional information may be obtained from: Laura Bainbridge Madeleine Myers Addo Investor Relations Tel: 310.829.5400 E-mail: lbainbridge@addoir.com mmyers@addoir.com About Guitar Center Westlake Village, Calif.-based Guitar Center -- http://www.guitarcenter.com/-- is a retailer of musical instruments, lessons, repairs and rental instruments in the U.S. It has more than 280 stores across the U.S. and is one of the top direct sales websites in the industry. Guitar Center also provides customers with various musician based services, including Guitar Center Lessons, where musicians of all ages and skill levels can learn to play a variety of instruments in many music genres; GC Repairs, an on-site maintenance and repairs service; and GC Rentals, a program offering easy rentals of instruments and other sound reinforcement gear. Its sister brands include Music & Arts, which operates more than 150 stores specializing in band & orchestral instruments for sale and rental, serving teachers, band directors, college professors and students, and Musician's Friend, a direct marketer of musical instruments in the United States. GUITAR CENTER: Says 92% of Bondholders Support Exchange Offer ------------------------------------------------------------- Guitar Center, Inc., disclosed last week that it has entered into a transaction support agreement with holders of approximately $299 million -- or approximately 92% -- aggregate principal amount outstanding of its existing 9.625% Senior Unsecured Notes due 2020, of which there are currently $325 million aggregate principal amount outstanding. The Support Parties have agreed, subject to the terms and conditions of the Support Agreement, to, among other things, validly tender (and not validly withdraw) the Existing Notes and deliver the related consents to the Amendments in the consent solicitation. The agreements and obligations of the Support Parties under the Support Agreement are subject to the conditions contained therein. Changes to ABL Loan Terms Sought The Company said it also expects to amend its $375.0 million senior secured asset-based revolving credit facility (the "ABL Facility") to, among other things, permit the other transactions, including the Notes offering and the Exchange Offer, and extend the maturity date to the earlier of (i) five years from the date of the amendment and (ii) 90 days prior to the maturity date of the Notes if the Notes have not been refinanced by such date. Documents relating to the Exchange Offer will only be distributed to Eligible Holders who properly complete and return a letter of eligibility confirming that they are within the category of eligible holders for this private exchange offer. Eligible Holders who desire a copy of the letter of eligibility should contact KCC LLC, the information agent for the Exchange Offer, at 877-833-4150 (toll free) or 917-281-4800 or access the letter of eligibility at http://www.kccllc.net/GuitarCenter Additional information may be obtained from: Laura Bainbridge Madeleine Myers Addo Investor Relations Tel: 310.829.5400 E-mail: lbainbridge@addoir.com mmyers@addoir.com Ms. Myers declined to disclose to the Troubled Company Reporter information about Guitar Center's advisors, saying its classified. About Guitar Center Westlake Village, Calif.-based Guitar Center is a retailer of musical instruments, lessons, repairs and rental instruments in the U.S. It has more than 280 stores across the U.S. and is one of the top direct sales websites in the industry. Guitar Center also provides customers with various musician based services, including Guitar Center Lessons, where musicians of all ages and skill levels can learn to play a variety of instruments in many music genres; GC Repairs, an on-site maintenance and repairs service; and GC Rentals, a program offering easy rentals of instruments and other sound reinforcement gear. Its sister brands include Music & Arts, which operates more than 150 stores specializing in band & orchestral instruments for sale and rental, serving teachers, band directors, college professors and students, and Musician's Friend, a direct marketer of musical instruments in the United States. GULLS PROPERTY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Gulls Property, Inc. 800 Jackson St, Ph Hoboken, NJ 07030-9229 Business Description: Gulls Property, Inc. listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: March 15, 2018 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 18-15034 Judge: Hon. John K. Sherwood Debtor's Counsel: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: 732-223-8484 Fax: 732-223-2416 Email: timothy.neumann25@gmail.com tneumann@bnfsbankruptcy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nirav B. Patel, president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb18-15034.pdf HARRIS FINANCIAL: Case Summary & 4 Unsecured Creditors ------------------------------------------------------ Debtor: Harris Financial, LLC 1326 W. Cove Drive Gilbert, AZ 85233 Business Description: Harris Financial, LLC is a privately held company headquartered in Gilbert, Arizona. Its principal assets are located at 33963 Cape Cove, Dana Point, California. The Company is a small business Debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: March 15, 2018 Court: United States Bankruptcy Court District of Arizona (Phoenix) Case No.: 18-02508 Debtor's Counsel: Keith M. Knowlton, Esq. KEITH M. KNOWLTON, L.L.C. 9920 S. Rural Road, Suite 108 PMB# 117 Tempe, AZ 85284 Tel: 480-755-1777 Fax: 480-471-8956 Email: keithknowlton@msn.com Total Assets: $885,063 Total Liabilities: $1.21 million The petition was signed by Michael Harris, Jr., managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/azb18-02508.pdf HARVEY GULF: Moody's Lowers CFR to Ca Following Bankr. Filing ------------------------------------------------------------- Moody's Investors Service downgraded Harvey Gulf International Marine Corp.'s (HGIM Corp. or Harvey Gulf) Probability of Default Rating (PDR) to D-PD from Ca-PD, following the company's recent announcement that it and certain of its affiliates filed voluntary petitions filed for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the Southern District of Texas. Concurrently, Moody's also downgraded Harvey Gulf's Corporate Family Rating (CFR) to Ca from Caa3 and the company's senior secured term loans and revolving credit facility to Ca from Caa3. The outlook is Negative. Downgrades: Issuer: Harvey Gulf International Marine Corp. -- Probability of Default Rating, Downgraded to D-PD from Ca-PD -- Corporate Family Rating, Downgraded to Ca from Caa3 -- Senior Secured Term Loan, Downgraded to Ca (LGD 4) from Caa3 (LGD 3) Outlook Actions: Issuer: Harvey Gulf International Marine Corp. -- Outlook, Remains Negative RATINGS RATIONALE The downgrade of Harvey Gulf's PDR to D-PD and CFR to Ca is a result of the bankruptcy filing. The Ca ratings on all of the company's debt reflects Moody's view on potential recovery levels as the company pursues a comprehensive restructuring of its balance sheet. Shortly following this rating action, Moody's will withdraw all ratings for the company consistent with Moody's practice for companies operating under the purview of the bankruptcy courts wherein information flow typically becomes much more limited. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. HGIM Corp. (Harvey Gulf International Marine, or Harvey Gulf) provides service vessels to support offshore drilling and production operations predominantly in the US Gulf of Mexico. HCA INC: Fitch Assigns BB+ Rating to $2.66 Bilion Term Loans ------------------------------------------------------------ Fitch has assigned 'BB+'/R1' ratings to HCA Inc.'s $1.5 billion term loan B-10 and $1.166 billion term loan B-11. Proceeds of the new term loans will be used to repay amounts outstanding under existing term loans B-8 and B-9. The ratings apply to approximately $33.2 billion of debt at Dec. 31, 2017. The Rating Outlook is Stable. KEY RATING DRIVERS Industry-Leading Financial Flexibility: HCA has for-profit hospital industry-leading operating margins and generates consistent and ample discretionary FCF (operating cash flows less payments to minority interests and capex). Financial flexibility has improved significantly in recent years as a result of organic growth in the business and proactive management of the capital structure. Expect Stable Leverage: Fitch forecasts that HCA will produce cash flow from operations of $5.8 billion in 2018, and will prioritize use of cash for organic investment in the business, tuck-in M&A and payments to shareholders, including a recently established common dividend that will consume about $500 million of cash in 2018. At 4.1x at year-end 2017, HCA's leverage is below the average of the group of publicly traded hospital companies, and Fitch does not believe there is a compelling financial incentive for the company to use cash for debt reduction. Secular Headwinds Buffet Operating Outlook: Measured by revenues, HCA is the largest operator of for-profit acute care hospitals in the country, with a broad geographic footprint and good depth of care delivery assets in the company's markets. This favorable operating profile makes HCA relatively resilient though not immune to weak organic operating trends in the for-profit hospital industry. HCA's topline growth has consistently outpaced most industry peers, but secular challenges, including a shift to lower-cost care driven by health insurer scrutiny and increasing healthcare consumerism, will be continuing headwinds to organic growth, particularly in inpatient admissions. Increasing Focus on M&A: HCA has recently increased the pace of acquisitions, which will help to bolster organic growth in 2018. Recent transactions have been tuck-in in nature, as HCA follows a strategy of adding hospitals in existing markets. The company has the financial flexibility necessary to complete a larger transaction that is more transformative to the operating profile, but we think this is unlikely. The recent acquisition of Memorial Health System in Savannah, GA represented the first new hospital market HCA has entered in more than a decade, and the depth of the company's portfolio of operating assets in areas such as outpatient services makes an acquisition in an adjacent care delivery vertical less compelling. Regulatory Uncertainty: Any changes to the Affordable Care Act (ACA) that result in more uninsured or under-insured individuals (those who can afford to buy health insurance but not use it because of high out of pocket costs) will result in a weaker payor mix for acute care hospitals that would pressure margins unless offset by cost-saving measures or higher reimbursement through a rollback of the fees and payment cuts required by the ACA. HCA's management has stated that the company has benefited from the ACA, and that enrolees in the ACA health insurance marketplaces comprised 2.6% of admissions in 2017. DERIVATION SUMMARY 'BB' rated HCA is operationally well positioned relative to the five publicly traded hospital company peers. Compared with Community Health Systems, Inc., LifePoint Health, Inc. (BB/Stable) and Quorum Health Corporation (b-*/negative), HCA's hospitals are located in more rapidly growing urban and suburban markets and is the best positioned in the industry in developing a continuum of care delivery assets in acute care hospital markets. HCA's financial profile is also among the strongest in the peer group because of a moderate degree of financial leverage, industry-leading profitability and a high absolute level of FCF generation. Among the peer group only Universal Health Services, Inc. (BB+/Stable) has a stronger balance sheet than HCA. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Organic revenue growth of 4% in each of 2018 and 2019, driven equally by growth in pricing and patient volumes; -- Operating EBITDA margin projected to be flat in 2018, as the integration of lower-margin recently acquired hospitals is assumed to be offset by positive operating leveraging on organic volume growth and cost control efforts; -- EBITDA after associate and minority dividends of $8.5 billion and FCF of $1.9 billion in 2018 for HCA, with capital expenditures of $3.5 billion. Higher capital spending is related to growth projects that support the expectation of EBITDA growth through the forecast period; -- Debt due during the forecast period is refinanced, and gross debt/EBITDA after associate and minority dividends is maintained near 4x. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An upgrade to 'BB+' from 'BB' is possible if HCA maintains leverage (total debt/EBITDA after associate and minority dividends) at 3.5x or below. -- In addition to a commitment to operate with lower leverage, improvement in organic operating trends in the hospital industry would support a higher rating for HCA. -- Evidence of an improved operating trend would include sustained positive growth in organic patient volumes, improvement in the payor mix with fewer uninsured patients and correspondingly lower bad-debt expense. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- The 'BB' rating considers HCA operating with leverage (total debt/EBITDA after associate and minority dividends) around 4.0x with a FCF margin of 4%-5%. -- A downgrade to 'BB-' could be caused by leverage sustained near 5.0x but this is unlikely in the near term because these targets provide HCA with significant financial flexibility to increase acquisitions and organic capital investment, while still returning a substantial amount of cash to shareholders. LIQUIDITY HCA's liquidity profile is solid for the 'BB' rating. Significant debt maturities include $2.1 billion of secured notes maturing in 2019, and $1.225 billion of term loans and $3 billion of secured notes maturing in 2020. The current term loan refinancing is favorable to the liquidity profile, since it slightly extends the maturity schedule of the loans being refinanced and slightly lowers the interest expense. HCA's interest coverage is solid for the rating category; Fitch forecasts EBITDA/interest expense of 4.8x in 2018. Sources of liquidity are adequate. Cash on hand is typically $500 million-$600 million, with the full amount considered "readily available" by Fitch. HCA does not have large cash needs for working capital or exhibit much seasonality in cash flow generation. Following a June 2017 upsizing of the asset-based lending (ABL) facility and including the cash flow revolver, the company has $5.75 billion in revolving credit capacity and in prior periods has maintained at least $2 billion in available capacity on these credit lines. HCA has good flexibility under the debt agreement covenants. The bank agreement includes a financial maintenance covenant that limits consolidated net leverage to 6.75x or below and an incurrence covenant for first-lien secured net leverage (includes debt under the bank facilities and first-lien secured notes) of 3.75x. At Dec. 31 2017, Fitch estimates the HCA has incremental secured first-lien debt capacity of about $9 billion and a 43% EBITDA cushion under the 6.75x consolidated leverage ratio test. FULL LIST OF RATING ACTIONS Fitch rates HCA as follows: HCA, Inc. -- Long-Term Issuer Default Rating (IDR) 'BB'; -- Senior secured ABL facility 'BBB-'/'RR1'; -- Senior secured cash flow revolver and term loans 'BB+'/'RR1'; -- Senior secured first-lien notes 'BB+'/'RR1'; -- Senior unsecured notes 'BB'/'RR4'. HCA Healthcare, Inc. -- Long-Term IDR 'BB'; -- Senior unsecured notes 'B+'/'RR6'. The first-lien obligations, including the cash flow revolver, term loans and first-lien secured notes, are rated 'BB+'/'RR1', one notch above the IDR. These obligations are not notched up to investment grade because of the high proportion of secured debt in the capital structure. Gross secured debt/EBITDA is 2.8x was Dec. 31, 2017, and an incurrence covenant allows for net secured debt/EBITDA of up to 3.75x. If relative pricing terms are favorable, Fitch believes HCA would opt to issue additional secured debt to finance M&A, share repurchases, and the refinancing of maturing debt obligations, as the company has in the past. The ABL facility has a first-lien interest in substantially all eligible accounts receivable (A/R) of HCA and the guarantors, while the other bank debt and first-lien notes have a second-lien interest in certain of the A/R; because of this priority secured interest, the ABL is rated investment grade. The availability on the ABL facility is based on eligible A/R as defined per the credit agreement. The notes issued by HCA Healthcare Inc. are structurally subordinate to the debt outstanding at HCA Inc., and are rated 'B+'/'RR6', two notches below the IDR, to reflect this subordination. At Dec. 31, 2017, leverage at the HCA Inc. and HCA Healthcare Inc. level was 4.0x and 4.1x, respectively. HCR MANORCARE: Allowed to Use Cash Collateral on Interim Basis -------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized HCR ManorCare, Inc. to use cash collateral on an interim basis. The final hearing on the Cash Collateral Motion will be held on April 6, 2018 at 10:00 a.m. Any objections or responses to entry of a Final Order must be filed and served no later than March 29. The Debtor may use prepetition collateral (including cash collateral) and adequate protection collateral, only to fund: (i) working capital requirements; (ii) general corporate purposes; and (iii) the costs and expenses, including making adequate protection payments, and subject to further order of the Court, payment of the allowed reasonable and documented fees and expenses of professionals retained by the Debtor's estate of administering the Chapter 11 case. The Prepetition Secured Parties will have allowed administrative expense claims against the Debtor with priority over any and all other administrative claims against the Debtor. The Debtor will pay adequate protection payments to the Prepetition First Lien Secured Parties, to the extent incurred prior to the Petition Date, and thereafter, the actual, reasonable and documented fees and expenses incurred in connection with the Chapter 11 Case, whether incurred before or after the Petition Date, by the Prepetition First Lien Secured Parties. RD Credit, for the benefit of itself and the Prepetition First Lien Lenders, and HCR Hospice (subject to the Affiliate Pledge) will be granted additional and replacement valid, binding, enforceable, non-avoidable, and effective and automatically perfected post-petition security interests and liens solely to the extent of any actual Diminution in Value: (i) a junior lien on and security interest in all prepetition and postpetition property of the Debtor, and (ii) a senior priming security interest in and lien on the Prepetition Collateral and all of the Debtor’s now owned and hereafter acquired real and personal property. The Debtor is also required to maintain casualty and loss insurance coverage for the prepetition collateral (including cash collateral) and adequate protection collateral, on substantially the same basis as maintained prior to the Petition Date. A full-text copy of the Interim Order is available at: http://bankrupt.com/misc/deb18-10467-45.pdf About HCR ManorCare Headquartered in Toledo, Ohio, HCR ManorCare, Inc. -- https://www.hcr-manorcare.com/ -- is a national healthcare provider that, through certain non-debtor providers, operates a network of more than 450 locations nationwide across these business segments: (a) skilled nursing and inpatient rehabilitation facilities (SNFs), memory care facilities, and assisted living facilities; (b) hospice and home health care agencies; and (c) outpatient rehabilitation clinics and other ancillary healthcare and related businesses. The company has approximately 50,000 employees in full- and part-time positions. HCR ManorCare sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a deal in which its landlord, Quality Care Properties Inc., will take control of the company. In the petition signed by CRO John R. Castellano, the Debtor disclosed $4.264 billion in assets and $7.118 billion in liabilities as of Dec. 31, 2017. Judge Kevin Gross presides over the case. The Debtor hired Sidley Austin LLP as bankruptcy counsel; Young, Conaway, Stargatt & Taylor LLP as Delaware counsel; Moelis & Company LLC as investment banker; and AP Services LLC as financial advisor. HELIOS AND MATHESON: Has 81.2% Stake in MoviePass as of March 8 --------------------------------------------------------------- On Aug. 15, 2017, Helios and Matheson Analytics Inc. entered into a Securities Purchase Agreement with MoviePass Inc., which Helios and MoviePass amended on Oct. 6, 2017. On Dec. 11, 2017, pursuant to the MoviePass Purchase Agreement, Helios purchased shares of MoviePass' common stock, par value $0.0001 per share totaling 57.8% of the outstanding MoviePass Common Stock. As previously disclosed, on Oct. 11, 2017, Helios and MoviePass entered into an investment option agreement, pursuant to which MoviePass granted Helios an option to purchase additional shares of MoviePass Common Stock in an amount up to $20 million. From Nov. 2, 2017 through Dec. 15, 2017, Helios exercised the Option in full. Upon full exercise of the Option, Helios owned 62.41% of the outstanding shares of MoviePass Common Stock (excluding shares underlying MoviePass options and warrants). New Subscription Agreement with MoviePass Following the full exercise of the Option, from Dec. 19, 2017 through Feb. 20, 2018, Helios provided cash advances to MoviePass to support MoviePass' working capital and operational requirements, as well as to support the expansion of MoviePass' business plans and objectives. The total amount advanced by Helios to MoviePass during this period totaled $55,525,000. On March 8, 2018, Helios entered into a Subscription Agreement with MoviePass, pursuant to which, in lieu of MoviePass repaying the Advance, MoviePass agreed to sell to Helios, and Helios agreed to accept, an amount of MoviePass Common Stock equal to 18.79% of the total then outstanding MoviePass Common Stock (excluding shares underlying MoviePass options and warrants), based on a pre-money valuation of MoviePass of $240 million as of Dec. 31, 2017. Pursuant to the Agreement, MoviePass also agreed to issue to Helios, in addition to the MoviePass Purchased Shares, without payment of additional consideration by Helios, for purposes of providing Helios with anti-dilution protection with respect to Helios’ prior equity investments in MoviePass, an amount of shares of MoviePass Common Stock that caused Helios' total ownership of the outstanding shares of MoviePass Common Stock (excluding shares underlying MoviePass options and warrants), together with the MoviePass Purchased Shares, to equal 81.2% as of March 8, 2018. Accordingly, as of March 8, 2018, Helios owns 81.2% of the outstanding shares of MoviePass Common Stock (excluding shares underlying MoviePass options and warrants). MoviePass has no class of shares outstanding or designated other than Common Stock. About Helios and Matheson Helios and Matheson Analytics Inc. (NASDAQ: HMNY) -- http://www.hmny.com/-- provides information technology consulting, training services, software products and an enhanced suite of services of predictive analytics. Servicing Fortune 500 corporations and other large organizations, HMNY focuses mainly on BFSI technology verticals. HMNY's solutions cover the entire spectrum of IT needs, including applications, data, and infrastructure. HMNY is headquartered in New York, NY and listed on the NASDAQ Capital Market under the symbol HMNY. Helios and Matheson reported a net loss of $7.38 million for the year ended Dec. 31, 2016, compared to a net loss of $2.11 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Helios and Matheson had $17.46 million in total assets, $41.54 million in total liabilities, $2.09 million in redeeamble common stock and a total shareholders' deficit of $26.17 million. HESS INFRASTRUCTURE: Fitch Affirms BB IDR & Alters Outlook to Neg. ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for Hess Infrastructure Partners, LP (HIP) at 'BB'. Fitch has also affirmed HIP's senior secured rating at 'BB+'/'RR1' and its senior unsecured rating at 'BB'/'RR4'. The Rating Outlook is revised to Negative from Positive. HIP's operational condition is sound, which has been underscored by reports in 2018 from the master limited partnership that HIP sponsors, Hess Midstream Partners, LP (HESM). The revision of HIP's Outlook mirrors the revision of Hess Corporation's (HES) Outlook to Negative. On March 9, 2018, Fitch affirmed the 'BBB-' IDR for HES and revised the Outlook to Stable from Negative. Given the importance of HES to HIP, a change in the credit quality at HES will generally be reflected in Fitch's view of HIP credit quality. Additionally, the Outlook revision reflects a slight decrease in Fitch's internal expectations for HIP's oil gathering volume growth. HESM's guidance for mid-point oil gathering in 2018 is for a 25% increase, a healthy percentage but lower than Fitch expected based on the company's previously Positive Outlook. KEY RATING DRIVERS Small Single-Basin Midstream Company: Fitch forecasts that HIP will post less than $500 million in gross EBITDA in 2018, an amount that Fitch typically views as the boundary between investment grade and high yield IDRs. Small companies generally have less money-raising options when challenges arise in a sector. In addition to small size, the company only serves a single producing region of the U.S., featuring oil-directed production from the Bakken formation in North Dakota. In recent years North Dakota has not been the largest or fastest growing hydrocarbon-producing region. Fitch regards HIP as having more volume risk than diversified-basin companies or companies operating exclusively in a top region. However, this volume risk is largely mitigated by HIP's contract with HES. In the third quarter of 2017, Bakken formation regional oil production was approximately unchanged from 2Q17. HES Operations Solid: HES (BBB-/Negative) guarantees the obligations of HIP's counterparties. Fitch views the company as a strong performer with a consistent track record of strong reserve growth at economical costs. Within the Bakken, which HES states gets its first call on capital among operated properties, the company continues to make progress moving down the cost curve. Since the end of 2016, HES's Bakken production trend has mostly shown increases in quarterly production. From 2Q17 to 3Q17, HES's barrel of oil equivalent production in the Bakken fell approximately 5% but then rebounded in 4Q17 to levels higher than in 2Q17. HIP's sanctioning of a joint venture to construct the Little Missouri 4 natural gas processing plant was supported by expected significant long-term production growth (by both HES and those who on-sell to HES). Global Infrastructure Partners' Track Record and Rights at HIP Are Positives: GIP has a wealth of expertise as to operations best practices and financial structuring. The firm has invested or committed $18 billion in equity capital in the energy sector. GIP has key rights in HIP's governance, such as the right to approve contract amendments between HIP and HES (among other important matters relating to HES). Contracts Provide Two-Fold Revenue Protection: HIP is a 100% fee-based business. Its unit-fees are subject to recalculation till the expirations of the main contracts in 2023 (longer for the Terminal and Export agreement). The re-calculation's objective is to furnish HIP with a set return, with such recalculation taking into account changes to the cumulative (till 2023) production profile (among other things). At the end of 2017, the tariff was updated to incorporate offsetting factors relative to assumptions in the recalculation 12 months prior. The offsetting factors were an increase in the forecast of capital investment (potential impact: raises the unit-fee) and an increase in the forecast of volumes (potential impact: lowers the unit fee). In addition to this re-calculation structure, the suite of contracts provides that near-term total revenues may be bolstered by minimum volume commitments (MVCs). In the 2017 10-K of HIP investee Hess Midstream Partners LP, it was disclosed that in 2017 minimum volume shortfall fee payments of $61.6 million were earned. The setting of MVCs is also an annual exercise. MVCs are established each year for the current year and the two thereafter. MVCs, once set, cannot be re-set lower. HES, as HIP's counterparty, will bear high effective unit-costs in an aggregate downside volume scenario. DERIVATION SUMMARY HIP is a relatively new entity, with gross EBITDA of under $500 million. Among new companies operating in a single producing region, Medallion Gathering and Processing LLC (Medallion) and BCP Raptor, LLC (Raptor) are peers. HIP has concentrated but high quality counterparty risk, whereas Medallion and Raptor are slightly more diversified and have an average shipper-quality in the 'BB' range. HIP's production area is not growing as fast as the Permian (where Medallion and Raptor operate), yet this is offset by HIP enjoying annual recalculations and MVCs, while the Permian peers are largely without MVC protection. HIP's IDR is one notch above Medallion's and BCP's due to the strength of the HES relationship (both HES credit quality and the strength of the contracts between HES and HIP). Focusing on HIP's credit strength from the HES customer relationship, a comparable peer is EQT Midstream Partners, LP (EQM). EQM's main customer is EQT Corporation (EQT). HES and EQT are rated the same. HIP and EQM have light net debt to adjusted EBITDA leverage (in the mid-to-high 2x's), and both operate in one producing basin. EQM has a two-notch higher IDR mainly due to its size (EBITDA over $600 million). EQT has also provided a long-run history of production growth that EQM has then serviced. By contrast, HES's impressive growth in 2017 has not yet brought its Bakken production back to 2015 levels. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- The below assumptions are consistent with the Fitch price deck for West Texas Intermediate, Brent and Henry Hub. -- Revenues reflect that oil production is at the MVC-level in years 2018-2019. -- Capital expenditures in the aggregate 2018-2020 period are generally for additional well-connects. 2018 capital expenditures will encompass the full construction of the Little Missouri 4 plant, related compression, and well- connects. -- Maintenance capital expenditures are approximately $10 million p.a. for this relatively new system. -- HES remains HIP's only customer. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Positive rating action for HES. -- A significant acquisition which diversifies the company's business risk, provided that leverage stays below a certain point in the range 4.5x-5.5x, with that point depending on the risk profile of the acquisition. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Negative rating action for HES. -- GIP exits HIP and the new ownership structure vests in HES all of HIP's special board decisions. -- Adverse changes in certain terms in the array of HIP's contracts. -- Adjusted leverage rising above 4.0x on a sustained basis in the context of HIP maintaining its current size. LIQUIDITY HIP has ample liquidity following its $800 million bond issuance. As of Dec. 31, 2017, HIP had $300 million of available cash on the balance sheet. Capital needs are expected to include organic growth opportunities to its existing systems and the investment in the joint venture that is constructing the Little Missouri 4 plant. HIP anticipates funding these activities using both cash on hand and the company's $600 million revolving credit facility. The credit facility matures in late 2022. Maturities are expected to be manageable. HESM, the publicly traded entity within the Hess Infrastructure corporate structure, also maintains a $300 million revolving credit facility that matures in March 2021, which is another source of funding for capital expenditures and operating activities for the same pool of assets. As of Dec. 31, 2017, the HESM facility was undrawn. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Hess Infrastructure Partners LP -- Long-term Issuer Default Rating (IDR) at 'BB'; -- Senior Secured Term Loan A at 'BB+/RR1'; -- Senior secured revolving credit facility at 'BB+/RR1'; -- Senior unsecured notes at 'BB/RR4'. The Outlook has been revised to Negative from Positive. HOVNANIAN ENTERPRISES: Stockholders Elect Seven Directors --------------------------------------------------------- Hovnanian Enterprises, Inc., held its 2018 annual meeting on March 13, 2018 at 10:30 a.m., Eastern time, at Boca Beach Club, 900 South Ocean Boulevard, Boca Raton, Florida 33432. At the Meeting, the Company's stockholders elected A. Hovnanian, R. Coutts, E. Kangas, J. Marengi, V. Pagano, J. Sorsby and S. Weinroth as directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified. The stockholders also: (a) ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Oct. 31, 2018, (b) approved on an advisory basis the compensation of the Company's named executive officers, (c) approved an amendment to the Company's Stockholder Rights Plan, and (d) approved an amendment to the Company's Restated Certificate of Incorporation in order to affirm that in the event of specified transactions, the same consideration will be provided for shares of Class A Common Stock and Class B Common Stock unless different treatment of the shares of each such class is approved separately by a majority of each such class. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Jan. 31, 2018, Hovnanian had $1.64 billion in total assets, $2.13 billion in total liabilities and a total stockholders' deficit of $491.18 million. * * * In February 2018, Moody's Investors Service upgraded Hovnanian's corporate family rating to 'Caa1' from 'Caa2' as the Company has made strides in reducing its near-to-midterm refinancing risk. Moody's believes that Hovnanian generates sufficient unleveraged free cash flow to cover its interest burden in the next 12 to 18 months. Also in February 2018, S&P Global Ratings raised its corporate credit rating on Hovnanian Enterprises to 'CCC+' from 'SD' (selective default). The rating outlook is stable. "The upgrade of Hovnanian reflects our reassessment following a refinancing transaction in which the company completed a partial debt exchange, whereby holders of about $170 million of its 8% senior notes due 2019 exchanged their debt for $90.6 million 13.5% unsecured notes due 2026, $90.1 million 5% unsecured notes due 2040, and $26.5 million in cash. We viewed the exchange as distressed since the new securities' maturities extend beyond the original securities and because we believed there was a realistic possibility of a conventional default." In January 2018, Fitch downgraded Hovnanian's Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it will be exchanging up to $185 million of its $236 million 8% senior unsecured notes due Nov. 1, 2019 for a combination of cash, new 13.5% senior unsecured notes due 2026 and new 5% senior unsecured notes due 2040. HUSKY INC: New Plan to Pay CRIM in Full Plus Interest in 60 Months ------------------------------------------------------------------ Husky, Inc., and Christian Elderly Home, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico their proposed amended consolidated plan of reorganization. Class 2 under the amended plan consists of the allowed secured claim held by CRIM. CRlM's claim will be paid in full including interest upon disposition of the property which secures such claim. The Debtor proposes to pay CRIM’s allowed secured claim in full with 60 consecutive equal monthly installments of principal plus interest. In the alternative the property is not refinanced, sold and thus surrendered to Scotiabank, CRIM shall continue to retain its lien. This class is impaired. Funding of the plan will be from the refinancing or sale of real estate property of Husky Inc., the surrendering to Scotiabank of the real estate properties of Christian Elderly Home, Inc., as the indubitable equivalent of the secured allowed claim, the collection of accounts receivable and a contribution to be made by the shareholders, as needed. If the refinancing or sale of the Husky property does not take place within 120 days from the Effective Date, Scotiabank will receive the collateral itself as the indubitable equivalent of the allowed secured claim, unless otherwise agreed. In any event, the Debtors will continue making the monthly payments to Scotiabank in the amount of $3,000 until the property is refinanced, sold or surrendered. The Debtors have also made a claim to its insurance carrier on account of the damage received by the commercial building property of Husky, Inc. due to the passing of Hurricane Maria. As of this date the Debtor is still negotiating and discussing with the insurance carrier the amounts to be awarded on account of the claim made. Any funds received on account of this claim will be used to make the necessary repairs to the property. Should there be any surplus, the same will be used to fund the plan. The Debtors will also continue making all efforts to collect the accounts receivables in order to provide distribution to creditors. A full-text copy of the Amended Consolidated Plan is available at: http://bankrupt.com/misc/prb17-02559-11-109.pdf About Husky Inc. Husky, Inc., based in Gurabo, Puerto Rico, is the 100% owner of Christian Elderly Home, Inc., having a current value of $1 million. It also owns a 2,320 square-meter lot with concrete building for storage located at Barrio Rincon and valued at $300,000. Husky and Christian Elderly filed separate Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02559 and 17-02561) on April 12, 2017. Edgardo Garcia Rosario, president, signed the petitions. In its petition, Husky disclosed $1.32 million in assets and $7.63 million in liabilities. Christian Elderly disclosed $1.04 million in assets and $7.5 million in liabilities. Judge Enrique S. Lamoutte Inclan presides over the cases. Carmen D. Conde Torres, Esq., at the Law Offices of C. Conde & Associates, is the Debtors' bankruptcy counsel. I-LIGHTING LLC: Delays Plan for Additional Revenue Stream --------------------------------------------------------- i-Lighting, LLC, requests the U.S. Bankruptcy Court for the District of Maryland to further extend for 90 days the period to propose a plan of reorganization from March 12, 2018 to and including June 11, 2018, and the period to solicit acceptances for such plan from May 13, 2018 to and including Aug. 10, 2018. This is the Debtor's third request for an extension of the Exclusive Periods. Since the filing of this Chapter 11 case, the Debtor has engaged professionals to assist in the reorganization proceeding, obtained cash collateral orders to pay their ongoing operating expenses, relieved itself of burdensome assets, obtained approval of customer transactions in order to maintain business relationships and increase revenue, rejected burdensome leases; and has negotiated and implemented cost-reduction efforts, include a new lease space for its business premises and reduced labor costs. This case involves several million dollars of debts and the Debtor continues its efforts to decrease operating expenses while increasing revenue. As reflected in the schedules filed and case events to date, the Debtor is attempting to resolve more than $2.5 million in debt, which is approximately three times its gross annual revenue, while having been burdened by the cost and expense of the AHPHarma litigation. In 2015, the Debtor became involved in litigation with AHPharma Inc., after AHPharma walked away from a joint venture to produce a LED lighting system to solve feeding issues for chicken farmers. In November 2017, the Debtor obtained Court approval of the AHPharma Settlement as well approval for distribution of the settlement proceeds to pay down and satisfy claims. With the resolution of the AHPharma litigation, the Debtor is moving forward with its reorganization. Although the litigation result was less than hoped, the use of the AHPharma Settlement funds was quite productive in (i) paying off nearly a third ($45,000 of $145,000) of the debt owed to the Debtor's primary secured lender, Anne Arundel Economic Development Corporation; (ii) satisfying more than $245,000 in junior lienholders and secured claims; and (iii) paying $30,000 in other secured and administrative claims. Thus far in the Chapter 11 case, in addition to the litigation with AHPharma and having had to obtain relief from stay for such purpose, the Debtor has operated for ten months, with authorized use of the cash collateral of its secured lender; has relieved itself of burdensome assets; has obtained approval of customer transactions in order to maintain business relationships and increase revenue; has moved for the rejection of burdensome leases; has negotiated and implemented cost-reduction efforts, include reduction of labor costs and moving its business premises to more affordable space; all for the benefit of all creditors and parties in interest. In recently working to formulate a debt repayment plan and exploring alternative routes, the Debtor has been encouraged with the promise of an additional revenue stream that has been expected since last August. However, that production is scheduled to begin in the next 60 days. In the next sixty days, the Debtor expects to have an additional revenue stream, which will help to fund a viable repayment plan to creditors. The Debtor believes that a ninety day extension of the Exclusive Periods will give it a better handle on its future revenue growth and, thereby, a better idea as to the expected debt repayment structure and timeline. The Debtor tells the Court that to terminate the Exclusive Periods now would defeat the very purpose of Section 1121 of the Bankruptcy Code -- to afford the Debtor a meaningful and reasonable opportunity to propose a plan of reorganization. About i-Lighting LLC Based in North East, Maryland, i-Lighting LLC -- http://www.ilightingled.com/-- conducts business under the name Stairlighting. It was founded in 2011 and manufacturers and distributes LED lighting solutions for use under kitchen cabinets, and on outdoor decks, stairs, hardscapes, patios and landscapes. Its patented Easy Plug Installation System, which lowers the expense and eases the installation of LED lighting systems, has made LED lighting accessible to more contractors and consumers. The company was recently honored with a "Bright Lights Award for Innovation and Entrepreneurship" by the Maryland Comptroller. i-Lighting LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. In the petition signed by Scott D. Holland, its managing member and CEO, the Debtor disclosed $294,316 in assets and $2.34 million in liabilities. Judge David E. Rice presides over the case. The Debtor hired Tydings & Rosenberg LLP as Chapter 11 counsel. ICONIX BRAND: Widens Net Loss to $489.2 Million in 2017 ------------------------------------------------------- Iconix Brand Group, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to the Company of $489.3 million on $225.8 million of licensing revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to the Company of $252.1 million on $255.1 million of licensing revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Iconix Brand had $870.51 million in total assets, $891.20 million in total liabilities, $30.28 million in redeemable non-controlling interests, and a total stockholders' deficit of $50.97 million. Net cash provided by operating activities decreased approximately $120.1 million, from $122.2 million in FY 2016 to $2.1 million in FY 2017 primarily due to an increase in net loss from continuing operations from $257.8 million in FY 2016 to $557.5 million in FY 2017 as well as adjustments for income from discontinued operations of $8.3 million in FY 2016 and income from discontinued operations of $49.0 million in FY 2017. The change in the non-cash adjustments is primarily as a result of (i) an increase in the impairment of trademarks and goodwill and impairment of the Company's equity method investment in MG Icon, (ii) an increase in the net loss on extinguishment of debt related to the principal prepayments made on its Senior Secured Notes and its Senior Secured Term Loan as well as its convertible debt buybacks, (iii) an increase in the loss on foreign currency translation period over period, and (iv) an increase in our stock compensation. These non-cash adjustments are offset by cash provided by working capital items of $51.8 million in FY 2016 as compared to cash used in working capital items of $29.6 million in FY 2017. Net cash provided by investing activities increased approximately $160.4 million, from cash provided by investing activities of $170.2 million in FY 2016 to cash provided by investing activities of $330.5 million in FY 2017. This increase in FY 2017 is primarily due to the Company's sale of the Entertainment segment, net of its cash sold of $336.7 million as compared to FY 2016 in which the Company sold the following: (i) the Sharper Image brand for $98.3 million in cash, (ii) our interest in Complex Media for $35.3 million in cash, (iii) the Badgley Mischka brand for $14.0 million in cash, (iv) its interest in TangLi International Holdings, Ltd. for $11.4 million in cash, (v) its interest in BBC Ice Cream for $3.5 million in cash, and (vi) its minority interest in Umbro trademarks in the Greater China territory for $2.5 million in cash. Net cash used in financing activities increased approximately $109.0 million, from cash used in financing activities of $309.9 million in FY 2016 to cash used in financing activities of $418.9 million in FY 2017. The increase in cash used in financing activities period over period is primarily due to the payment of long term debt of $824.9 million in FY 2017 (mainly due to the principal prepayments on the Company's Senior Secured Term Loan and Senior Secured Notes) and $58.8 million for the repurchase of a portion of its 1.50% Convertible Notes as well as a decrease in its restricted cash balance period over period of $128.5 million as compared to payment of long term debt of $253.5 million and $179.0 million for the purchase of a portion of the Company's 1.50% Convertible Notes in FY 2016 as well as an increase in its restricted cash balance of $127.7 million. Assessment of Going Concern Due to certain developments, including the decision by Target Corporation not to renew the existing Mossimo license agreement following its expiration in October 2018 and by Walmart, Inc. not to renew the existing Danskin Now license agreement following its expiration in January 2019, and the Company's revised forecasted future earnings, the Company forecasted that it would unlikely be in compliance with certain of its financial debt covenants in 2018 and that it may otherwise face possible liquidity challenges in 2018. As a result, the Company engaged in discussions with its lenders to provide relief under its financial debt covenants and on Oct. 27, 2017 entered into an amendment of its senior secured term loan facility with Deutsche Bank. As a result of those negotiations, Deutsche Bank provided the Company with amended financial debt covenants and the Company agreed, among other things, to reduce the size of the credit facility by approximately $75 million to $225 million. The proceeds of the original senior secured term loan facility were escrowed to be utilized to refinance the Company's 1.50% Convertible Notes when they came due on March 15, 2018. Prior to entering into the First Amendment, the Company had already used $59 million of the escrowed proceeds made available under the original senior secured term loan facility to repay a portion of the 1.50% Convertible Notes and accrued interest. In connection with the First Amendment, the remaining escrowed funds from the original senior secured term loan facility were returned to Deutsche Bank and the bank agreed to provide the Company with a delayed draw term loan. The delayed draw term loan consists of (1) a $25 million First Delayed Draw Term Loan which amount was funded in full in accordance with the terms of the DB Credit Agreement, as amended and (ii) a $140.7 million Second Delayed Draw Term Loan drawn on March 14, 2018. Pursuant to the amendment, in order to receive the net proceeds of the Second Delayed Draw Term Loan on March 14, 2018, the Company had to raise net cash proceeds of at least $100 million (and/or achieve a reduction in the outstanding principal amount of the 1.50% Convertible Notes) which provided sufficient funds with the amounts drawn under the Second Delayed Draw Term Loan for the Company to repay the 1.50% Convertible Notes outstanding on their maturity date. If the Company could not have secured additional funds or otherwise satisfied the requirements for availability of the First Delayed Draw Term Loan, the Company would not have had sufficient liquidity to repay its 1.50% Convertible Notes which were due March 15, 2018, which default could have resulted in a cross-default and acceleration of the Company's other outstanding indebtedness, which could have ultimately forced the Company into bankruptcy or liquidation. These factors raised substantial doubt about the Company's ability to continue as a going concern within one year after the financial statements contained in this Annual Report on Form 10-K are issued (March 14, 2018). A full-text copy of the Form 10-K is available for free at: https://is.gd/aVQYfT About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. IHEARTMEDIA INC: Private Offers to Bondholders, Lenders Cancelled ----------------------------------------------------------------- iHeartCommunications, Inc. said the private offers to holders of certain series of iHeartCommunications' outstanding debt securities to exchange the Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents, have been terminated. iHeartCommunications also said the private offers to lenders under its Term Loan D and Term Loan E facilities to amend the Existing Term Loans have been terminated. The Exchange Offers, Consent Solicitations and Term Loan Offers were scheduled to expire on March 16, 2018, at 5:00 p.m., New York City time. The Exchange Offers and the Term Loan Offers were terminated prior to their scheduled expiration time, in connection with the commencement of voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code by iHeartCommunications and certain other debtors. As a result of the termination of the Exchange Offers and Consent Solicitations, the Existing Notes previously tendered in the Exchange Offers will be promptly returned to the tendering holders, the related consents are deemed void and no consideration will be paid or distributed. As a result of the termination of the Term Loan Offers, the credit agreement governing the Existing Term Loans will not be amended as contemplated by the Term Loan Offers, and the related support agreement has terminated and ceased to be of any further effect. 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 operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. 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. Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia, Moelis & Company is serving as the Company's investment banker, and Alvarez & Marsal is serving as the Company's financial advisor. Prime Clerk LLC is the claims agent and maintains the Web site https://cases.primeclerk.com/iHeartMedia Other Professionals The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. IHEARTMEDIA INC: S&P Lowers CCR to 'D' Amid Bankruptcy Filing ------------------------------------------------------------- U.S.-based media company iHeartMedia Inc. has filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Under terms of the proposed restructuring support agreement, iHeart would eliminate almost $10 billion of debt and transfer 94% of iHeart's post-emergence common stock and its 89.5% ownership of Clear Channel Outdoor Holdings Inc. to the senior secured lenders and priority-guaranteed noteholders. S&P Global Ratings' lowered its corporate credit ratings on Texas-based iHeartMedia Inc. (iHeart) and its subsidiary iHeartCommunications Inc. to 'D' (default) from 'SD' (selective default). At the same time, S&P lowered its issue-level ratings on iHeart's debt to 'D' from 'CC'. All S&P's other debt ratings, including the recovery ratings, remain unchanged. On March 14, 2018, iHeart announced that it had filed for Chapter 11 bankruptcy protection in the Southern District of Texas, Houston Division. At the time of the filing, iHeart's adjusted leverage was very high, above 11x, which S&P viewed as unsustainable. IHEARTMEDIA INC: Unveils Initial Financial Results for 2017 ----------------------------------------------------------- In connection with the Bankruptcy Petitions, iHeartMedia on March 14, 2018, disclosed certain information regarding its preliminary financial results for the year ended December 31, 2017 and certain other financial information. Specifically, the Company disclosed that: * For the year ended December 31, 2017, the Debtors recognized approximately $734.7 million of operating income, $1.01 billion of OIBDAN and $3.58 billion of revenue. * As of March 14, 2018, the funded debt obligations of iHeartMedia and its consolidated subsidiaries totaled over $20 billion, while the Debtors' funded obligations totaled approximately $16 billion. * The Debtors' funded debt required payment of approximately $1.4 billion of cash interest in 2017. * The Debtors believe that, as of December 31, 2017, they had federal net operating losses ("NOLs") totaling approximately $3.6 billion. This amount includes all NOLs of the consolidated tax group of which iHeartMedia is the parent, including certain amounts that, under the applicable consolidated tax return rules, are attributable to non-Debtor subsidiaries. * For the year ended December 31, 2017, iHeartMedia together with its consolidated subsidiaries recognized approximately $968.8 million of operating income, $1.6 billion of OIBDAN and $6.2 billion of revenue. * For the year ended December 31, 2017, the Debtors received approximately $291 million in net cash sweeps from Clear Channel Outdoor Holdings, Inc. ("CCOH"). * As of January 31, 2018, the current balance of the intercompany revolving promissory note payable by iHeartCommunications to CCOH is approximately $1.058 billion. The Company noted that the preliminary financial results have been prepared by and are the responsibility of iHeartMedia's management. iHeartMedia's independent registered public accounting firm, Ernst & Young LLP, has not audited or reviewed, and does not express an opinion with respect to this information. When iHeartMedia's Form 10-K for the year ended December 31, 2017 is filed with the Securities and Exchange Commission, it will contain additional disclosure and any adjustments necessary, in the opinion of management, for a fair presentation of such information. iHeartMedia is required to consider all available information through the finalization of its financial statements and their possible impact on its financial condition and results of operations for the period. The preliminary financial results as of and for the year ended December 31, 2017, may be different from actual results for the period due to completion of review procedures, audit adjustments and other developments that may arise between now and the time the financial results for the period are finalized. A copy of preliminary financial results for the year ended December 31, 2017, is available at https://is.gd/97Ce5o 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 operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. 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. Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia, Moelis & Company is serving as the Company's investment banker, and Alvarez & Marsal is serving as the Company's financial advisor. Prime Clerk LLC is the claims agent and maintains the Web site https://cases.primeclerk.com/iHeartMedia Other Professionals The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. JACOB WIRTH: Exclusive Plan Filing Period Extended Through June 15 ------------------------------------------------------------------ Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts, at the behest of Jacob Wirth Restaurant Company, LLC, has extended the exclusive period for filing a Plan of Reorganization through June 15, 2018. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend the exclusive period for the Debtor to file a Plan of Reorganization up to and including June 15, 2018 as it is still attempting to sell its business as a going concern. The Debtor anticipated filing a liquidating plan or other procedural mechanism to pay creditors. About Jacob Wirth Restaurant Jacob Wirth Restaurant Company, LLC, is a German-American restaurant and bar located at 37 Stuart Street in Boston, Massachusetts. Founded in 1868, Jacob Wirth is one of the oldest restaurants in Boston serving a menu of traditional German specialties and current American favorites. Jacob Wirth Restaurant Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-14263) on Nov. 15, 2017. In the petition signed by Kevin W. Fitzgerald, its manager and member, the Debtor estimated assets of $100 million to $500 million and liabilities of $1 million to $10 million. Judge Melvin S. Hoffman presides over the case. The Law Office of Gary W. Cruickshank serves as the Debtor's legal counsel. JC PENNEY: Bank Debt Trades at 3.75% Off ---------------------------------------- Participations in a syndicated loan under which JC Penney Corp is a borrower traded in the secondary market at 96.25 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.68 percentage points from the previous week. JC Penney pays 425 basis points above LIBOR to borrow under the $1.688 billion facility. The bank loan matures on June 23, 2023. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. JEJP LLC: $3.2M Sale of Industrial Equipment to Prime Downhole OK'd ------------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized JEJP, LLC, doing business as Precision Machined Products, to sell the industrial equipment used to fabricate downhole equipment for the oil and gas industry to Prime Downhole Manufacturing, LLC for $3,150,000. The assets to be sold to Prime Downhole for $3,050,000 are (i) the equipment and other assets identified on Schedule A; (ii) the bridge cranes outside the building; (iii) all furniture to be tagged during the walk through; (iv) existing inventory and tooling of the Debtor's business to be tagged during the walkthrough; (v) raw materials used in the Debtor's business to be tagged during the walk through; (vi) the tagged Debtor's racks; (vii) the Ford F550 pickup truck; and (viii) the computers and servers owned by the Debtor's business. The Debtor is authorized to transfer the license to its software (to the extent it can be transferred to Prime Downhole), customer sales information and all rights to the name Precision Machined Products for an additional $100,000 for a total purchase price of $3,150,000, to be paid on or before March 27, 2018, in good funds. At closing, funds will be distributed in full satisfaction of the following secured claims: (i) Aldine ISD - $193,926; (ii) Klein ISD - $54,648; (iii) Harris County, et al. - $262,982; (iv) Texas Citizen's Bank $2,036,730; and (v) EastGroup Properties, LP - $30,107. All remaining funds, including the funds contributed by Texas Citizens Bank, N.A. and Eastgroup Properties will be deposited into the Debtor's DIP account pending further order of the Court. Texas Citizens Bank, N.A. and Eastgroup Properties, LP are fully and finally released of any and all claims, causes of action, and other matters of whatever scope, nature, or category owned, claimed, or held by the Debtor, by the Debtor's Estate, and by the Debtor's related parties, and all successors and assigns of the foregoing, (including any trustees) which all or any of the releasing parties have or claim or might claim against Texas Citizens Bank N.A. or Eastgroup Properties, LP, directly or indirectly related to any prior dealings between the releasing parties and the released parties of any nature whatsoever, including but not to be limited to any claim, action, or proceeding pursuant to 11 U.S.C. Section 506(c). Such release is effective as of the date of entry of the Order without further action or documentation, and will survive the entry and performance of the Order. One or more bills of sale or any other necessary document, if appropriate, will be used to convey the assets. The sale approved in the Order will be free and clear of all liens, claims, and encumbrances; provided, however, that the sale will not be free and clear of the 2018 tax liens for Klein ISD and Harris County. The 2018 Tax Liens will be paid pro-rata at closing with the Debtor responsible for the 2018 taxes through March 27, 2018 and Prime Downhole being responsible for the 2018 taxes from March 28, 2018 forward. Any liens on the property will attach to the proceeds of the sale. The sale is "as is, where is" and without warranty. Prime Downhole will perform the walk through to review the assets with five business days after entry of the Order. It will be responsible for all rent due to the Debtor's landlord, Techmar Industries, LLC beginning on March 28, 2018 in the amount of $35,000 per month, which rent includes taxes, insurance and mainentance, and payable monthly for six months under a separate lease agreement with Techmar. First month's rent is due on March 28, 2018, and the 28th of the subsequent five months. The Debtor will grant access to the leased space for the walk through and from March 28, 2018, for an initial period of six months. Its Representative is authorized to sign all documents necessary to complete the sale. Machinery Network Auctions has withdrawn its offer to purchase the assets. Time is of the essence in closing the transactions, and the Debtor and Prime Downhole intend to close the transaction as soon as possible. Therefore, notwithstanding the provisions of Bankruptcy Rule 6004(h), the Order will not be stayed after the entry thereof, but will be effective and enforceable immediately upon issuance thereof. A copy of the Schedule A attached to the Order is available for free at: http://bankrupt.com/misc/JEJP_LLC_134_Order.pdf 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. In the petition 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. JERRY DAVIS: Reaches Buying Greensboro Property for $50K -------------------------------------------------------- Jerry H. Davis asks the U.S. Bankruptcy Court for the Southern District of Alabama to authorize him (i) to sell the real property identified as Lot #21, Judge Greene Place, located in Greensboro, Alabama, owned by Judge Greene Place, LLC, (said LLC is owned in equal shares by the Debtor and his wife, Patty Davis), to Anthony and Haley Reach, or their designee, for $49,900; and (ii) to pay 100% of the net proceeds of the sale, after payment of closing costs as specified in the Purchase Agreement and Chapter 11 statutory fees, to Regions Bank to be applied to the indebtedness owed by Judge Greene Place, LLC to Regions Bank, which holds the mortgage on said real property. At the time of the filing of his Chapter 11 proceeding, the Debtor owned a 50% membership interest in Judge Greene Place, LLC; and the remaining 50% interest is owned by the Debtor's wife, Patty Davis. Judge Greene Place, LLC owned certain real property located in Judge Greene Place in Greensboro, Alabama, including that parcel identified as Lot #21, subject to an accommodation mortgage in favor of Regions Bank, which accommodation mortgage secures a debt of J-Pat, a partnership consisting of Debtor and Patty Davis, up to the principal amount of $350,000. Judge Greene Place, LLC has received an offer to purchase said property from the Buyers for $49,900 cash, said sale to be free and clear of liens. The Debtor supports Judge Greene Place, LLC accepting said offer, subject to the Court's approval. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Jerry_Davis_257_Sales.pdf The Debtor is of the opinion that the proposed purchase price is fair and reasonable for that the property has been on the market for several months and the attached contract is the best proposal that the LLC has received. From the gross sales proceeds, the Debtor proposes the LLC pay (1) all closing costs and fees required to be paid by Seller under the terms of the Purchase Agreement, (2) all ad valorem taxes required to be paid by Seller under the Purchase Agreement, (3) the amount of $650.00 to the Irvin Grodsky P.C. IOLTA account to be used to pay Chapter 11 Quarterly Fees for the calendar quarter during which the sale is closed, and (4) 100% of net proceeds to Regions Bank, to be applied against the debt secured by the mortgage against said property which is owed by J-Pat, a partnership consisting of the Debtor and Patty Davis. Patty Davis will not receive any of the proceeds, but will benefit because the debt to Regions Bank is owed J-Pat, a partnership consisting of the Debtor and Patty Davis. Furthermore, neither Patty Davis, nor PHD Realty, Inc. will receive any commission from the proceeds of the sale. The Debtor is of the opinion that the sale of said property under these circumstances and the use of the proceeds as described herein are in the best interest of all creditors. The Debtor asks that he be authorized to report only one half of the sales proceeds as revenue and one half of the proceeds as disbursements on all applicable financial reports required by the Standard Operating Order of the Court. Finally, he asks the Court to waive the 14 days stay of Rule 6004(h) so as to facilitate the expeditious closing in order to meet deadlines imposed in the Purchase Agreement, as extended. The Purchasers: Anthony and Haley Reach 18133 Wallace Chapel Road Vance, AL 35490 Telephone: (205) 210-1481 E-mail: areachrtr@gmail.com The Seller: JUDGE GREENE PLACE, LLC 1812 S. Main St. Atmore, AL 36502 E-mail: jerryhdavis54@yahoo.com Jerry H. Davis sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 16-04461) on Dec. 23, 2016. The Debtor tapped Irvin Grodsky, Esq., as counsel. JOHNNY CHIMPO: March 22 Trial on Value of Liquor License --------------------------------------------------------- Judge Robert A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida approved Johnny Chimpo II, LLC's disclosure statement. All other matters except for the Motion for Relief from Stay filed by Wendy C. Tiller are continued to April 19, 2018 at 3:00 p.m. The court will issue a scheduling order setting trial to determine the value of Debtor's liquor license number 3909561, series 4COP, for March 22, 2018 at 10:00 a.m. About Johnny Chimpo II Johnny Chimpo II, LLC, is a Florida limited liability company doing business as Bad Willies with its principal place of business in Tampa, Florida and is currently owned and operated by Lucas Good and Kelsi Sjoberg. It occupies leased space at 12950 Race Track Rd, Suite 111, Tampa, FL. It operates a sports lounge and bar that serves liquor, beer and wine. The main assets of the Company are located at its current place of operation. Johnny Chimpo II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07764) on Aug. 31, 2017, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Jake C. Blanchard, Esq., at Blanchard Law, PA, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. KADMON HOLDINGS: Acuta Capital Has 8% Stake as of Dec. 31 --------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Acuta Capital Partners LLC reported that as of Dec. 31, 2017, it beneficially owns 6,248,333 of common stock of Kadmon Holdings, Inc., constituting 8 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/LvWuFE About Kadmon Holdings Kadmon Holdings, Inc. -- http://www.kadmon.com/-- is a biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics within autoimmune and fibrotic diseases, oncology and genetic diseases. The Company is headquartered in New York, New York. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.48 million in 2016, and a net loss attributable to common stockholders of $147.08 million in 2015. As of Dec. 31, 2017, Kadmon Holdings had $83.55 million in total assets, $81.79 million in total liabilities and $1.75 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. KADMON HOLDINGS: RA Capital Has 9.9% Stake as of Dec. 31 -------------------------------------------------------- RA Capital Management, LLC, a registered investment adviser, and Peter Kolchinsky reported in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 8,029,342 shares of common stock of Kadmon Holdings, Inc., constituting 9.9 percent of the shares outstanding. The shares reported represent (i) 6,269,342 shares of the Issuer's Common Stock beneficially owned and (ii) 1,760,000 shares of the Issuer's Common Stock the Reporting Persons have the right to acquire through the exercise of warrants issued Sept. 26, 2017. The number of shares outstanding assumes (i) 78,643,307 outstanding shares of Common Stock of Kadmon Holdings, based on the Issuer's Form 10-Q as filed with the SEC on Nov. 9, 2017, plus (ii) the 1,760,000 Warrant Shares the Reporting Person may acquire upon the exercise of warrants. The Reporting Persons beneficially own warrants representing the right to purchase up to 2,666,666 shares of the Issuer's Common Stock. The warrants may not be exercised, however, to the extent that, after giving effect to that exercise, the Reporting Persons, together with their affiliates and any other persons acting as a group together with the Reporting Persons or any of their affiliates, would beneficially own in excess of 9.99% of the shares of common stock outstanding immediately after giving effect to such exercise. A full-text copy of the Schedule 13G is available for free at: https://is.gd/CEsGGi About Kadmon Holdings Kadmon Holdings, Inc. -- http://www.kadmon.com/-- is a biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics within autoimmune and fibrotic diseases, oncology and genetic diseases. The Company is headquartered in New York, New York. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.48 million in 2016, and a net loss attributable to common stockholders of $147.08 million in 2015. As of Dec. 31, 2017, Kadmon Holdings had $83.55 million in total assets, $81.79 million in total liabilities and $1.75 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. KONA GRILL: Anson Funds Lowers Stake to 2.4% by Dec. 31 ------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Mr. Bruce R. Winson, Anson Advisors Inc., Adam Spears and Moez Kassam disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 241,000 shares of common stock of Kona Grill, Inc., constituting 2.4 percent based on 10,104,980 shares of Common Stock issued and outstanding as of Oct. 31, 2017, as reported in the Issuer's 10-Q Quarterly report filed on Nov. 9, 2017. This amendment relates to Common Stock of Kona Grill purchased by a private fund to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors. Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Fund and may direct the vote and disposition of the 241,000 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 241,000 shares of Common Stock held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 241,000 shares of Common Stock held by the Fund. As directors of Anson Advisors Inc., Mr. Spears and Mr. Kassam may each direct the vote and disposition of the 241,000 shares of Common Stock held by the Fund. A full-text copy of the regulatory filing is available at: https://is.gd/BUoBhp About Kona Grill Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 45 upscale casual restaurants in 23 states and Puerto Rico. The Company's restaurants offer freshly prepared food, attentive service, and an upscale contemporary ambiance. The Company's high-volume upscale casual restaurants feature a global menu of contemporary American favorites, sushi and specialty cocktails. Its menu items are prepared from scratch at each restaurant location and incorporate over 40 signature sauces and dressings, creating memorable flavor profiles that appeal to a diverse group of customers. Its diverse menu is complemented by a full service bar offering a broad assortment of wines, specialty cocktails, and beers. Kona Grill reported a net loss of $21.62 million for the year ended Dec. 31, 2016, following a net loss of $4.49 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Kona Grill had $103.59 million in total assets, $85.61 million in total liabilities and $17.97 million in total stockholders' equity. "The Company has incurred losses resulting in an accumulated deficit of $67.3 million, has a net working capital deficit of $6.9 million and outstanding debt of $38.0 million as of September 30, 2017. These conditions together with recent debt covenant violations and subsequent debt covenant waivers and debt amendments, raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations, improving liquidity and reducing costs to meet its obligations and repay its liabilities arising from normal business operations when they become due. While the Company believes that its existing cash and cash equivalents as of September 30, 2017, coupled with its anticipated cash flow generated from operations, will be sufficient to meet its anticipated cash requirements, there can be no assurance that the Company will be successful in its plans to increase profitability or to obtain alternative financing on acceptable terms, when required or if at all," the Company stated in its quarterly report for the period ended Sept. 30, 2017. KONA GRILL: Renaissance Technologies Reports 7.87% Stake -------------------------------------------------------- Renaissance Technologies LLC and and Renaissance Technologies Holdings Corporation reported to the Securities and Exchange Commission that as of May 2, 2017, they beneficially own 795,759 shares of common stock of Kona Grill, Inc., constituting 7.87 percent of the shares outstanding. A full-text copy of the Schedule 13G is available for free at https://is.gd/3aboRs About Kona Grill Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 45 upscale casual restaurants in 23 states and Puerto Rico. The Company's restaurants offer freshly prepared food, attentive service, and an upscale contemporary ambiance. The Company's high-volume upscale casual restaurants feature a global menu of contemporary American favorites, sushi and specialty cocktails. Its menu items are prepared from scratch at each restaurant location and incorporate over 40 signature sauces and dressings, creating memorable flavor profiles that appeal to a diverse group of customers. Its diverse menu is complemented by a full service bar offering a broad assortment of wines, specialty cocktails, and beers. Kona Grill reported a net loss of $21.62 million for the year ended Dec. 31, 2016, following a net loss of $4.49 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Kona Grill had $103.59 million in total assets, $85.61 million in total liabilities and $17.97 million in total stockholders' equity. "The Company has incurred losses resulting in an accumulated deficit of $67.3 million, has a net working capital deficit of $6.9 million and outstanding debt of $38.0 million as of September 30, 2017. These conditions together with recent debt covenant violations and subsequent debt covenant waivers and debt amendments, raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations, improving liquidity and reducing costs to meet its obligations and repay its liabilities arising from normal business operations when they become due. While the Company believes that its existing cash and cash equivalents as of September 30, 2017, coupled with its anticipated cash flow generated from operations, will be sufficient to meet its anticipated cash requirements, there can be no assurance that the Company will be successful in its plans to increase profitability or to obtain alternative financing on acceptable terms, when required or if at all," the Company stated in its quarterly report for the period ended Sept. 30, 2017. LAWRENCE D. FROMELIUS: $150K Sale of Lacon Property to Galena OK'd ------------------------------------------------------------------ Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Lawrence D. Fromelius' sale of approximately 12 acres of real estate located at 812/814 State Street, Lacon, Illinois, with Parcel ID Numbers of 04-24-300-009, 04-24-252-001, and 04-24-252-002, located in Marshall County, Illinois, to Galena Road Gravel, Inc. or its designee for $150,000. The sale is "as is, where is" to the extent provided in the Sale Agreement upon and as of the Closing; and free and clear of all interests, liens, claims and encumbrances of any kind or nature whatsoever. All Liens and Claims will attach solely to the proceeds of the Sale. The automatic stay under Section 362 of the Bankruptcy Code is vacated and modified to the extent necessary to implement the terms and provisions of the Sale Agreement and the provisions of the Order. Pursuant to Bankruptcy Rules 9014 and 600-4(h), the Order will be effective immediately upon entry and the Debtor and the Purchaser are authorized to close the sale in accordance with the Sale Agreement. The sale to the Purchaser is subject to the Debtor's obligation to maximize the value of the Lacon Property for the benefit of his creditors and thus the Debtor may accept a higher and better offer for the Lacon Property to the extent one is received and may take any steps deemed necessary to maximize the value of the Lacon Property. 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. On Oct. 3, 2017, the Court confirmed the Debtor's Third Amended Plan of Reorganization dated Feb. 7, 2017, as amended May 12, 2017. 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. LAYNE CHRISTENSEN: Will be Acquired by Granite Construction ----------------------------------------------------------- Granite Construction Incorporated and Layne Christensen Company have entered into a definitive agreement whereby Granite will acquire all of the outstanding shares of Layne in a stock-for-stock transaction valued at $565 million, including the assumption of net debt. The transaction, which was unanimously approved by the Boards of Directors of both companies, is expected to close in the second quarter of 2018. Under the terms of the agreement, Layne shareholders will receive a fixed exchange ratio of 0.270 Granite shares for each share of Layne common stock they own. This represents $17.00 per Layne share, or a premium of 33%, based on the volume-weighted average prices for Granite and Layne shares over the past 90 trading days. Following the close of the transaction, Layne shareholders will own approximately 12% of Granite shares on a fully diluted basis, and Granite's Board will be expanded to include one additional director from Layne. The transaction represents an enterprise value multiple of 8.2x 2018 expected EBITDA. As a water management, construction, and drilling company with the #1 position in well drilling and a #2 position in cured-in-place pipe (CIPP) rehabilitation, Layne significantly enhances Granite's presence in the large and growing water infrastructure market. The combined company, including Granite's existing water business, will have water-related revenues of approximately $600 million, positioning Granite as a national leader across both the transportation and water infrastructure markets. Together, Granite and Layne will have nearly 7,000 employees and serve a diverse and growing customer base. "This strategic transaction brings together two complementary organizations to create a platform for growth, delivering significant benefits for shareholders, employees, and customers," said James H. Roberts, president and chief executive officer of Granite. "With Layne's expertise and leading water positions, Granite will advance its goal of becoming a full-suite provider of construction and rehabilitation services for the water and wastewater market. With enhanced scale and capabilities, Granite will be better positioned to address the growing water and wastewater needs throughout the infrastructure lifecycle. We expect this transaction will create value for shareholders in both the near- and long-term, including earnings accretion on an adjusted basis and synergy realization. As a stronger player in the attractive water and wastewater sector, we will have significant opportunities to capture a larger share of the market and accelerate our growth prospects." "We are pleased to reach this agreement with Granite, which creates significant value for all Layne stakeholders," said Michael J. Caliel, president and chief executive officer of Layne. "Our organization believes that Granite is the right partner. This is a terrific opportunity as our shareholders will receive a significant premium and share in the upside potential in a diversified and growing company with greater scale and resources. Our customers will benefit from our shared commitment to operational excellence, quality, and customer service, and our employees will benefit from the upside and strong growth prospects of being part of a larger infrastructure company. Our leadership position in water resources combined with our increasing presence in the growing water midstream business should be greatly enhanced by our combination with Granite. The Layne team looks forward to working together with Granite to implement a seamless transition." Mr. Roberts concluded, "Together, Granite and Layne will provide expanded career opportunities as a larger, stronger, and more diversified company. Granite will also benefit from gaining the expertise and specialized skills of Layne employees as we expand our presence in water infrastructure. Importantly, we believe this combination unites two similar cultures that emphasize core values focused on ethics, safety, sustainability, and a commitment to the communities in which we work and live. We look forward to welcoming Layne's talented employees to Granite. Together, we can capitalize on attractive and growing market opportunities, given the expected increase in demand for large water infrastructure programs." Creates a Platform for Growth * Establishes Granite's Leadership Position in the Water Infrastructure Market. Layne is a water management, infrastructure services, and drilling company with a broad portfolio and a diverse and growing customer base across municipal, industrial, agriculture, and energy end markets, with water-related services accounting for over 80% of revenues. Together with Layne, Granite will be a leader in water infrastructure and wastewater rehabilitation, well positioned to take advantage of the attractive macro dynamics of the water services industry. The U.S. municipal utility sector is forecasted to spend $532 billion in capital expenditures through 2025, with over 50% of the spending expected to be related to water and wastewater distribution networks. A combination with Layne represents the next logical step in the evolution of Granite's strategy to diversify its service offerings by expanding in the water and wastewater market. Since acquiring Kenny Construction Company in December 2012, which gave Granite an entrance into the water markets, Granite has made a number of investments in the water sector to strengthen its capabilities, expand its footprint, and grow its presence. Now, with the addition of Layne's leading portfolio of services, Granite will be better positioned in water infrastructure and wastewater rehabilitation. * Provides a Broad Portfolio of Services to the Water Sector. Together with Layne, Granite will enhance its capabilities and service offerings to provide a full lifecycle portfolio to better meet the needs of its public and private water sector customers. * Creates a National Footprint with Capabilities Across Water and Transportation Markets. Granite is a leader in the transportation market with a significant presence across the U.S. and backlog of over $3.7 billion. Together with Layne, Granite will offer a broader suite of services in more markets across the country, with greater reach, particularly in the Midwest. * Adds Significant Base of Stable, Recurring Revenue. With a greater presence in the growing water and wastewater end markets, Granite will benefit from more stable and diverse funding sources. Specifically, Granite will benefit from Layne's consistent, recurring revenue stream in maintenance, repair, and Inliner product sales. On a pro forma basis, Layne's revenue would represent 14% of the combined company, which is anticipated to increase as Granite capitalizes on additional meaningful revenue opportunities. Delivers Substantial Financial Benefits * Drives Significant Cost Savings. Granite expects to achieve approximately $20 million of annual run-rate cost savings by the third year following the close of the transaction, with approximately one-third realized in 2018. Granite expects to incur approximately $11 million in one-time costs to achieve these savings. * Accretive to Granite's Earnings. The transaction is expected to be accretive to Granite's adjusted earnings per share, and high single-digit accretive to Granite's adjusted cash earnings per share in the first year after closing. * Maintains Granite's Financial Strength and Flexibility. The combined company will have a strong balance sheet and liquidity profile. Following the close of the transaction, Granite will maintain an investment grade credit profile with debt-to-EBITDA of less than 1.5x. The expected strong cash flow generation of the combined business will enable Granite to return to current leverage levels by the end of 2018. Financing, Approvals, and Close Granite expects to assume outstanding Layne convertible debt with principal value of $170 million and honor the terms and existing maturity date provisions of the indentures. The transaction is not expected to trigger any change of control provisions under Layne's indentures. Granite also expects to fund the cash financing requirements of the transaction of approximately $70 million through a combination of existing cash on hand and availability under Granite's revolving credit facility. Following close, Granite will maintain an investment grade credit profile and significant financial flexibility. The transaction, which is expected to close in the second quarter of 2018, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals and the approval of the shareholders of Layne. Wynnefield Capital, which has an approximate 9% voting interest in Layne, has agreed to vote in favor of the transaction. In connection with the transaction, Granite will issue approximately 5.4 million shares of Granite common stock to Layne common stockholders. In connection with the Company's entry into the Merger Agreement, each member of the Board and each named executive officer of the Company entered into letter agreements with the Company setting forth certain restrictions with respect to the settlement of each such individual's outstanding stock options, restricted stock units and performance share units in the Company as more fully described in the Merger Agreement. Pursuant to the terms of the letter agreements, each member of the Board and each named executive officer agreed (i) to the treatment of their outstanding stock options, restricted stock units and performance share units under the terms of the Merger Agreement, (ii) not to exercise any of their currently outstanding Company stock options prior to the earlier of (A) the date the Merger Agreement is terminated by Parent or the Company pursuant to the terms of the Merger Agreement and (B) Dec. 15, 2018, and (iii) to defer settlement of any of their currently outstanding Company restricted stock units or performance share units that vest prior to the Effective Time until the earlier of (A) the Effective Time, (B) the Termination Date or (C) Dec. 15, 2018. A full-text copy of the Agreement and Plan of Merger is available for free at https://is.gd/Fv5IMX Advisors Perella Weinberg Partners LP is serving as financial advisor to Granite, and Jones Day is serving as legal counsel. Greentech Capital Advisors, LLC is serving as financial advisor to Layne, and Latham & Watkins LLP and Stinson Leonard Street LLP are serving as legal counsel. About Layne Layne Christensen Company -- http://www.layne.com/-- is a global water management, infrastructure services and drilling company, providing responsible solutions to the world of essential natural resources — water, minerals and energy. The Company offers innovative, sustainable products and services with an enduring commitment to safety, excellence, and integrity. Layne maintains executive offices at 1800 Hughes Landing Boulevard, Suite 800, The Woodlands, Texas 77380. Layne Christensen incurred a net loss of $52.23 million for the year ended Jan 31, 2017, following a net loss of $44.80 million for the year ended Jan. 31, 2016. As of Oct. 31, 2017, Layne Christensen had $389.47 million in total assets, $335.43 million in total liabilities and $54.03 million in total equity. "With respect to our 4.25% Convertible Notes, we have retained advisors to assist us in evaluating alternatives and raising capital to refinance or extend our debt to a date beyond October 15, 2019, and eliminate the accelerating maturity provisions of the 8.0% Convertible Notes. We believe the refinance or extension of our debt is likely based on current on-going discussions with existing and new potential lenders, our improving financial performance and credit quality, and the fact that our stock price is above the $11.70 conversion price for the 8% Convertible Notes. Although we believe these refinancing options are viable and likely, because our plans to refinance or restructure our debt have not been finalized, and therefore are not in our control (in part, due to the fact that neither of our Convertible Notes can be prepaid or have redemption provisions prior to February 2018), these plans are not considered probable under the new standard. Consequently, per the standard, these conditions, in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are filed," the Company stated in its quarterly report for the period ended Oct. 31, 2017. LIFEMILES LTD: Moody's Alters Outlook to Neg. & Affirms Ba2 CFR --------------------------------------------------------------- Moody's Investors Service changed LifeMiles, Ltd.'s ratings outlook to negative from stable. At the same time, Moody's affirmed LifeMiles' Ba2 corporate family and its senior secured ratings. In July 2017, LifeMiles closed a 5-year $300 million senior secured term loan, which is now being upsized by an additional $65 million add-on. The term loan is secured by a first priority interest in all tangible and intangible assets of LifeMiles and the guarantors. Furthermore, it is jointly guaranteed by LifeMiles and each of its existing and newly acquired or created wholly-owned subsidiaries. The term loan amortizes 10% of its original balance on quarterly installments. In addition, the loan agreement includes a mandatory prepayment clause that commits a percentage of the company's free cash flow to the payment of principal. The company will use the proceeds of the $65 million add-on to upstream dividends to its shareholders Avianca Holdings, S.A. (Avianca, unrated) and Advent Intl. (unrated), which have a 70% and 30%, respectively, stake on LifeMiles. Issuer: LifeMiles LTD Affirmations: Corporate Family Rating, Affirmed Ba2 Senior Secured Bank Credit Facility, Affirmed Ba2 Outlook Actions: Outlook, Changed To Negative From Stable RATINGS RATIONALE The change in LifeMiles´s outlook to negative from stable reflects the amendment to the term loan agreement by which the ring fencing mechanisms that prioritize debt repayment are lifted during 2018. Accordingly, the company will temporarily suspend the use of its excess cash flow to pay down debt during 2018. Starting in 2019, the prepayment provision returns to effect, with excess cash flows directed to make prepayments to the loan. Moody's consider that the mandatory use of excess cash flow for debt repayment is a key credit consideration for LifeMiles, as it reduces the risks of aggressive cash distributions to shareholders. LifeMiles' Ba2 ratings reflect its strong credit metrics, good liquidity and Moody's assumption that an adequate ring fencing mechanism that prioritizes debt repayment will remain in place over the medium term. The rating also incorporates LifeMiles' strong business model being the sole operator of Avianca's frequent flyer program, its diversified and sticky base of commercial partners that support members and co-brand credit card growth. Also reflected in the rating are the potential benefits to the company's growth plan from positive economic dynamics and market fundamentals in its largest markets. On the other hand, LifeMiles´ ratings consider the risk of additional up streaming of cash flows to shareholders, being in the form of dividends or anticipated purchases of airline tickets. The rating of the term loan considers its secured position within the capital structure of the company. The Corporate Family Rating is at the same level of the senior secured rating given that it is the only debt in the company's balance sheet. While the scheduled amortization for LifeMiles' term loan will remain unchanged, the proposed amendment temporarily weakens the structure of the instrument as it slows down its repayment. Furthermore, it raises concerns about potential waiver requests to the mandatory prepayment clause in the future. Still, LifeMiles has strong credit metrics for its rating category. Pro-forma for the incremental $65 million add-on, Moody's estimate adj. debt/EBITDA will be 2.7 times in 2017. Considering the scheduled amortization of the term loan and that the cash sweep restarts in 2019, Moody's estimate LifeMiles' adj. debt/EBITDA will reach 2.4 times by year-end 2018, decline to around 1.6 times by year-end 2019, and remain below 1 time in 2020. LifeMiles' largest contributors to gross billings are financial partners, which include credit card co-brands, miles conversion and other (51%) and airlines (30%), being Avianca its largest customer (adding around 27% to gross billings). Around 80% of accrued miles are redeemed and from this amount 93% are redeemed into air tickets. The 7% balance is redeemed into hotel nights, merchandise and other rewards. LifeMiles benefit from Avianca's leading market position in Colombia and Central America. In Peru, Avianca is the 3rd. largest carrier with a 11.4% domestic market share in 2017; following Latam Airlines (59.1% share) and Peruvian Airlines (14.6% share). Going forward, the Association of Air Transport in Colombia estimates that air traffic demand will continue growing in Colombia with an estimated total number of travelers of 52 million in 2018; up from 31 million in 2016. The company's diversified and sticky base of commercial partners support its members and co-brand credit card growth. LifeMiles has over 320 commercial partnerships that allow its members to accrue and redeem miles for different products and services such as airline tickets, hotels, rental cars, etc. As of December 31, 2017, it has over 7.8 million members, and more than 657,000 co-branded credit cards. Its number of members have grown steadily at a 9.3% CAGR in the last five years and Moody's forecast they will grow at a 7%-8% per year in 2018-2021. LifeMiles' largest market is Colombia where it generates 50% of its gross billings. Moody's forecast Colombian economy to grow by 2.5% in 2018 and 3.0% in 2019. The negative outlook could be stabilized if the company is able to reduce its leverage in 2018, resuming an accelerated debt repayment in 2019 from its free cash flow as detailed in the term loan agreement. The ratings could be upgraded if the company were to materially increase its size, while maintaining strong credit metrics with adj. debt/EBITDA lower than 2.0 times. An upgrade would also require strong ring fencing provisions limiting cash upstream to shareholders, as well as the maintenance of adequate liquidity and profitability. The ratings could be downgraded if the company's profitability or credit metrics worsen with adj. debt/EBITDA above 3.0 times. A deterioration on the company's liquidity or profitability, or a change in the company's financial policy leading to excessive cash distribution to shareholders can lead to a downgrade. Also, further or repetitive amendments to the loan agreement such that the mandatory prepayment provisions are waived or cancelled and that excess cash flow is not used to pay down debt could also result in a downgrade. LifeMiles has good liquidity. The company has minimum cash requirements to cover six months of rewards plus its quarterly debt service. In addition, LifeMiles benefits from a $20 million committed revolving credit facility due 2022 that is fully available. LifeMiles only debt is the term loan, which amortizes based upon a debt amortization equivalent to 10% of the initial principal amount payable on a quarterly basis. LifeMiles, Ltd. is a coalition loyalty program and the solely operator of Avianca's frequent flyer program. LifeMiles has over 320 commercial partnerships that allow its members to accrue and redeem miles for different products and services such as airline tickets, hotels, and rental cars amongst others. LifeMiles is 70% owned by Avianca Holdings, S.A. and 30% owned by Advent Intl. LifeMiles reported gross billings of $307.6 million in 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. LIGHTBRIDGE CORP: Incurs $7.38 Million Net Loss in 2017 ------------------------------------------------------- Lightbridge Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to common shareholders of $7.38 million on $175,446 of consulting revenue for the year ended Dec. 31, 2017, compared to a net loss of attributable to common shareholders of $7 million on $760,577 of consulting revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Lightbridge had $6.94 million in total assets, $1.15 million in total liabilities and $5.79 million in total stockholders' equity. As of Dec. 31, 2017, the Company has an accumulated deficit of approximately $87.8 million, representative of recurring losses since inception. The Company has incurred recurring losses since inception due to the fact that it is a development stage nuclear fuel development company. The Company expects to continue to incur losses as a result of costs and expenses related to the Company's research and development expenses and corporate general and administrative expenses. At Dec. 31, 2017, the Company had $4.5 million in cash and had a working capital surplus of approximately $3.9 million. The Company had expended substantial funds on its research and development activities and expects to increase this spending. The Company's net cash used in operating activities during the year ended Dec. 31, 2017 was approximately $5 million, and current projections indicate that the Company will have continued negative cash flows for the foreseeable future. Net losses incurred for the years ended Dec. 31, 2017 and 2016 amounted to approximately $(7.1) million, $(6.3) million respectively. The Company believes that its current financial resources, as of March 14, 2018, are sufficient to fund its current 12 month operating budget, alleviating the substantial doubt raised by its historical operating results and satisfying its estimated liquidity needs 12 months from the issuance of these financial statements. A full-text copy of the Form 10-K is available for free at: https://is.gd/XkaWLL About Lightbridge Lightbridge Corporation, based in Reston, Virginia -- http://www.ltbridge.com/-- Lightbridge is a nuclear fuel technology company based in Reston, Virginia. Its primary focus is the development and commercialization of next generation nuclear fuel that will significantly improve the economics and safety of existing and new reactors, with a meaningful impact on addressing climate change and air pollution challenges. LIGHTSQUARED INC: Bank Debt Trades at 8.67% Off ----------------------------------------------- Participations in a syndicated loan under which LightSquared Inc. is a borrower traded in the secondary market at 91.33 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.66 percentage points from the previous week. LightSquared Inc. pays 875 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on June 16, 2020. Moody's does not give rate the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. LIVE NATION: S&P Rates $300MM Senior Unsecured Notes Due 2026 'B+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '5' recovery rating to Beverly Hills, Calif.-based Live Nation Entertainment Inc.'s $300 million senior unsecured debt due in 2026. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; rounded estimate: 20%) of principal in the event of a payment default. S&P Global Ratings also said that its ratings and outlook on Live Nation (BB-/Stable/--) are not affected by the company's announcement that it plans to also issue $500 million unsecured convertible notes due in 2023 (unrated). The company intends to use the proceeds to repurchase its existing 2.5% convertible notes (unrated), add cash to the balance sheet, and pay associated fees and expenses. S&P said, "The unaffected ratings include our 'BB' issue-level and '2' recovery ratings on the company's senior secured credit facility. The '2' recovery rating indicates our expectation for substantial recovery (70%-90%; rounded estimate: 85%) of principal in the event of a default. The issue-level rating on the company's senior unsecured debt remains 'B+' with a '5' recovery rating. The '5' recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 20%) of principal in the event of a payment default. "We expect Live Nation's leverage to slightly increase after the transaction, then gradually decline and remain in the mid-4x area over the next 12 months. The company has S&P Global Ratings-adjusted last-12-months (LTM) leverage of 4.9x as of Dec. 31, 2017 (4.3x excluding the December 2017 litigation settlement with Songkick). Our adjusted leverage calculation includes a netting adjustment for surplus cash of about $500 million as most of the company's cash is held on a third party's behalf for concert events and ticketing. "Our 'BB-' corporate credit rating on Live Nation incorporates the company's strong competitive position in the live entertainment industry and its leading market share in event ticketing (via its subsidiary Ticketmaster). The rating also reflects our expectation for continued growth in Live Nation's high-margin sponsorship and advertising (both in traditional and digital/mobile) businesses and the company's monetization of its music-related original content." RATINGS LIST Live Nation Entertainment Inc. Corporate Credit Rating BB-/Stable/-- New Rating Live Nation Entertainment Inc. Senior Unsecured $300 mil notes due 2026 B+ Recovery Rating 5(20%) LOPAREX INT'L: Moody's Assigns B2 CFR; Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned first time ratings to Loparex International B.V., including a B2 corporate family rating and a B3-PD probability of default rating. Instrument ratings are detailed below. The rating outlook is stable. The proceeds from the new facilities will be used to refinance existing debt including a portion of the shareholder loans. Moody's took the following actions: Assignments: Issuer: Loparex International B.V. -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Bank Credit Facilities, Assigned B2 (LGD 3) Outlook Actions: Issuer: Loparex International B.V. -- Outlook, Assigned Stable The ratings are subject to the receipt and review of the final documentation including the proposed changes to the shareholder loans which would allow full equity credit according to Moody's Hybrid Methodology. RATINGS RATIONALE The B2 Corporate Family Rating reflects projected pro forma leverage of approximately over 5.5 times and Loparex's relativley good market position. The rating also refelcts the lack of long term contracts and contractual raw material cost pass throughs, high concentration of sales and small size. The rating also assumes the shareholder loan agreements will be amended as proposed to qualify for full equity credit under Moody's Hybrid Methodology. Credit strengths include long standing relationships with blue chip customers, some exposure to end markets that have favorable growth prospects or are more stable and high switching costs on some business. The company has relationships with its top customers that span decades and many of these are blue chip names. Loparex generates some revenue from faster growing markets including approximately 14% of revenue from medical end markets, 5% from hygiene and 4% from composites. Additionally, certain end markets and applications have stringent technical requirements and approval processes thereby raising switching costs. Credit weaknesses include a high concentration of sales and a lack of long term contracts and contractual raw material cost pass throughs. In addition, the industry structure is fragmented and competitive industry, there is some exposure to cyclical end markets and Loparex has small revenue base. Loparex's sales are highly concentrated with approximately 46% of sale generated by the top ten customers. Additionally, the company has a concnetration of sales in cyclical industries with approximately 18% of revenue generated from industrial end markets and 25% from tapes. The company lacks long term contracts with all of its customers (contracts evergreen annually). Additionally, Loparex lacks contractual raw material cost pass throughs on 70% of its business and the lags are lengthy for the 30% of the business that has cost pass throughs. The revenue base of approximately $400 million is considered small by Moody's methodology. The ratings could be upgraded if Loparex achieves a sustainable improvement in credit metrics within the context of a stable operating and competitive environment. An upgrade would also be contingent upon a good liquidity profile including an appropriately sized revolver and sufficient cushion under existing covenants. Specifically, the ratings could be upgraded if: * Adjusted debt-to-EBITDA declines to below 4.5 times * EBITDA interest coverage improves to over 4.0 times * Funds from operations to total debt improves to over 12.5.0% The ratings could be downgraded if deterioration in credit metrics, liquidity or the competitive or operating environment. The ratings could also be downgraded if the company adopts aggressive financial policies. Specifically, the rating could be downgraded if: * Adjusted debt-to-EBITDA rose above 5.8 times * EBITDA interest coverage declined to below 3.0 times * Funds from operations to debt remained below 9.0% Loparex's liquidity position includes an expectation of positive free cash flow over the next 12 months counterbalanced by a revolver that Moody's considers small for the company's revenue base. The company is projected to have $20 million of cash on hand at the close of the proposed deal. The proposed revolving credit facility is a multi-currency equivalent to $30 million which expires in April 2024. The only financial covenant is a springing first lien net leverage covenant which is expected to be set at 8.0 times and effective when the revolver is over 35% drawn. The company is expected to be in compliance with this covenant with at 25% covenant cushion over the next 12 months. The company does not experience material seasonality throughout the year. Term loan amortization is expected to be set at 1.0% annually ($3.2 million) and the facility is expected to have an excess cash flow sweep. Most assets are fully encumbered by the secured debt leaving little in the way of alternate liquidity. The nearest significant debt maturity is the $30 million revolver scheduled to expire in April 2024. The principal methodology used in these rating was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Headquartered in Cary, North Carolina, Loparex is a provider of release liners. The majority of end market sales come from graphic arts, tapes, industrial, and medical. Labelstock, hygiene, and composites accounts for a smaller portion of end market sales. Loparex currently operates three manufacturing plants located in the United States, one in Europe, two in Asia and one in India. Loparex generates 66% of revenue in the Americas, 20% in India/Asia, and the remainder in Europe. Revenue for the twelve months ended September 30, 2017 was approximately $472 million. Intermediate Capital Group has been the sponsor since 2017. M & G USA: $1M Sale of Shares in Chemtex Entities to Chemtex Okayed ------------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized M&G USA Corp. and its affiliates to enter into the Stock Purchase Agreement dated Feb. 21, 201$, by and between Debtors Chemtex Far East, Ltd., Chemtex International, Inc. ("CII") and Mossi & Ghisolfi International S.a r.l. ("MGI"), and Chemtex Global Corp. and its affiliated lender, Shiner Management & Consulting Co., Ltd., in connection with the sale of 100% of the Sellers' respective equity interests in the following non-debtor subsidiaries: (i) Chemtex Consulting of India (Pvt.) Ltd., (ii) Chemtex Engineering Co., Ltd.; (iii) Chemtex International Trading Co., Ltd.; (d) Chemtex (Shanghai) Chemical Engineering Co., Ltd., together with certain assets necessary for conducting the business of the Chemtex Entities and assets related to the tradename "CHEMTEX" for (i) $700,000 to MGI for 100% of the shares in Chemtex India, (ii) $300,000 to CII for 100% of the shares in Chemtex China, (iii) $50,000 to MGI in respect of certain assets necessary for conducting the business and operation of the Companies; and $3.1 million in overdue amounts awing to certain vendors of CII in exchange for a waiver of approximately $10 million in claims against the Sellers' estates and pay the cure costs associated with the Invista IP Licenses. The sale is free and clear of Encumbrances. The Debtors are authorized and directed to instruct an escrow agent to hold the Purchase Price Deposit in accordance with the Stock Purchase Agreement and release and deliver such Purchase Price Deposit pursuant to the terms of the Stock Purchase Agreement. Pursuant to sections l05(a) and 365 of the Bankruptcy Code, the Debtors are authorized and directed to assume and assign the Acquired Contracts to the Purchaser, pursuant to the terms of the Stock Purchase Agreement, free and clear of all Encumbrances. To the extent consideration from the Sale Transaction is received by any Debtor that is determined to be allocable to another Debtor, such other Debtor will have a claim against the recipient Debtor with the status of an expense of administration in the case of the recipient Debtor under section 503(b) of the Bankruptcy Code, provided that, notwithstanding the foregoing, the consideration received from the Purchaser in connection with the Sale Transaction will allocate (x) $700,000 to MGI in respect of the Chemtex India Shares, (y) $300,000 to CII in respect of the China Shares and (Z) $50,000 to MGI in respect of the Transition Data. The automatic stay pursuant to section 362 of the Bankruptcy Code is modified with respect to the Debtors to the extent necessary, without further order of the Court, to allow the Purchaser to deliver any notice provided for in the Stock Purchase Agreement and allow the Purchaser to take any and all actions permitted or required under the Stock Purchase Agreement in accordance with the terms and conditions thereof. Notwithstanding Bankruptcy Rules 6004(h), 6006(d) and 7062, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. Upon consummation of the Sale, and to the extent applicable, the Debtors will retain originals or copies of, and preserve in accordance with their discovery obligations, all hard copy documents and data and information that constitute Assets and any other document, data or information stored on or in servers, backup devices, mobile devices, electronic storage devices or miscellaneous IT equipment in each case, that constitutes Assets, currently in the Debtors' possession, custody, or control pertaining to pending or threatened litigation. The requirements set forth in Bankruptcy Rule 6004(a) are satisfied. All time periods set forth in this Order will be calculated in accordance with Bankruptcy Rule 9006(a). About M & G USA Corporation Founded in 1953, M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group -- specifically, its chemicals division, is a producer of polyethylene terephthalate resin for packaging applications. M & G USA Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017. In the petition signed by CRO Dennis Stogsdill, the Debtors estimated $1 billion to $10 billion both in assets and liabilities. Judge Brendan L. Shannon presides over the cases. Jones Day is the Debtors' bankruptcy counsel. The Debtors hired Pachulski Stang Ziehl & Jones LLP as conflicts counsel and co-counsel; Crain Caton & James, P.C., as special counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Rothschild Inc. and Rothschild S.p.A. as financial advisors and investment bankers; and Prime Clerk LLC as administrative advisor. On Nov. 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Milbank, Tweed, Hadley & McCloy LLP as its legal counsel; Cole Schotz, as Delaware co-counsel; Berkeley Research Group, LLC, as financial advisor; and Jefferies LLC, as investment banker. M & G USA: Exclusive Filing Period Extended Through June 21 ----------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware, at the behest of M&G USA Corp. and its affiliates, has extended the Debtors' Exclusive Filing Period through and including June 21, 2018, as well as the Debtors' Exclusive Solicitation Period through and including Aug. 21, 2018. As previously reported by the Troubled Company Reporter on Feb. 27, 2018, the Debtors asked the Court for an extension of the Exclusive Periods in order to preserve the progress they have made in this chapter 11 case to date. The Debtors said that since filing their Chapter 11 cases, they have made significant progress toward their goal for these cases -- maximizing the value of their assets for the benefit of their stakeholders -- while at the same time undertaking various measures to stabilize their remaining operations and minimize costs to their estates. The Debtors related that at the onset of these cases, there was great uncertainty surrounding the Debtors' ability to access funds necessary to successfully market and sell their facility in Apple Grove, West Virginia. However, approximately four months later, after obtaining access to approximately $13.5 million of cash collateral from Comerica Bank and $5 million in bridge financing, the Debtors are on the cusp of closing a sale of, among other things, the Apple Grove Plant and related intellectual property for $33.5 million to Far Eastern Holdings, Ltd. According to the Debtors, the sale to Far Eastern (when it closes) will generate significant proceeds for Debtor M & G Polymers USA, LLC's creditors, preserve employee jobs and address other significant liabilities. Having run a robust sale process for the Apple Grave Assets, the Debtors' efforts (and those of their advisors) are currently focused on obtaining the highest or best bid for the Corpus Christi Assets and the IP Assets, among other assets. The Debtors told the Court that proposing a Chapter 11 plan prior to the expiration of the Exclusive Periods -- and thus prior to completion of the sale processes -- would be problematic, if not impossible. Any Chapter 11 plan that the Debtors might propose and any distributions that would be made thereunder is dependent on, among other things, the outcome of the Debtors' sale processes, including, most critically, the sale of the Corpus Christi Assets. Until that sale process is concluded, the Debtors said that they will be unable to predict with any certainty creditors' level of recoveries, making the drafting of any disclosure statement and proposing any Chapter 11 plan at this time premature, cost-inefficient and impractical. While some preliminary discussions have occurred, and likely will continue to occur, upon completion of the sale processes, the Debtors anticipated engaging their major economic stakeholders, including the Official Committee of Unsecured Creditors, in meaningful discussions and negotiations regarding the conclusion of these Chapter 11 cases. To allow the Exclusive Periods to lapse and permit parties to file competing plans at this time would unnecessarily increase administrative expenses and cause delays at a time when the Debtors should be focusing their efforts on completing a sale of their U.S. assets. About M & G USA Corp Founded in 1953, M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group --specifically, its chemicals division, is a producer of polyethylene terephthalate resin for packaging applications. M & G USA Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017. In the petition signed by CRO Dennis Stogsdill, the Debtors estimated $1 billion to $10 billion both in assets and liabilities. Judge Brendan L. Shannon presides over the cases. Jones Day is the Debtors' bankruptcy counsel. The Debtors hired Pachulski Stang Ziehl & Jones LLP as conflicts counsel and co-counsel; Crain Caton & James, P.C., as special counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Rothschild Inc. and Rothschild S.p.A. as financial advisors and investment bankers; and Prime Clerk LLC as administrative advisor. On Nov. 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Milbank, Tweed, Hadley & McCloy LLP as its legal counsel; Cole Schotz, as Delaware co-counsel; Berkeley Research Group, LLC, as financial advisor; and Jefferies LLC, as investment banker. MARIMED INC: Obtains $2.83 Million from Common Stock Sale --------------------------------------------------------- Between Nov. 15, 2017 and Feb. 23, 2018, MariMed Inc. sold an aggregate of 6,950,109 shares of common stock for a total of $2,828,000. The offerings were made at a discount to market at three separate price points to reflect the rising price of the stock during this period. No price point was set at a discount greater than 20% to market, resulting in a weighted average discount of 15% across all price points. Between Dec. 1, 2017 and Feb. 19, 2018, holders of previously issued promissory notes totaling $1,250,000 converted those promissory notes into 2,510,490 shares of common stock at an average price per share of approximately $0.50. On March 9, 2018, the Company converted 500,000 shares of Series A convertible preferred stock, including undeclared dividends on such stock, into 970,988 shares of common stock at an average conversion price per share of approximately $0.55. As a result, the Company issued (or will issue) an aggregate of 10,431,887 shares of common stock representing approximately 6.1% of previously reported total common stock outstanding on Nov. 14, 2017. All shares were (or will be) issued in exempt private placement transactions under Section 4(2) of the Securities Act of 1933, as amended, to persons who were "accredited investors" without the use of public advertising or the payment of placement fees or commissions. About MariMed Based in Brookline, Mass., MariMed Inc., formerly known as Worlds Online Inc., currently operates in two separate segments with one segment being a 3D entertainment portal which leverages its proprietary licensed technology to offer visitors a network of virtual, multi-user environments which the Company calls "worlds" and the second segment, MariMed Advisors, being a management company in the medical cannabis industry. Worlds Online reported a net loss attributable to the Company's common shareholders of $198,852 for the year ended Dec. 31, 2016, following a net loss attributable to the Company's common shareholders of $1.21 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, MariMed had $21.37 million in total assets, $13.28 million in total liabilities and $8.08 million in total stockholders' equity. L&L CPAS, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors noted the Company has suffered recurring operating losses, has an accumulated stockholders' deficit, has negative working capital, has had minimal revenues from operations, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. MARKPOL DISTRIBUTORS: U.S. Trustee Forms Five-Member Committee -------------------------------------------------------------- Patrick S. Layng, U.S. Trustee for the Northern District of Illinois, on March 15 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Markpol Distributors, Inc. The committee members are: (1) Lourdes Maria Segovia Futuro Foods, Inc. 955 Lively Boulevard Wooddale, IL 60191 (2) Jay E. Miller Perfection Bakeries, Inc. dba Aunt Millie's Bakeries 350 Pearl Street Fort Wayne, IN 46802 (3) W. Conrad Ragan PepsiCo, Inc. 1100 Reynolds Boulevard Winston-Salem, NC 27105 (4) Magdalena A. Lopez Bauducco Foods, Inc. 1708 NW 133rd Avenue, Suite 101A Miami, FL 33182 (5) Marcin Giezycki Igar Bridal, Inc. 723 E. Dundee Road Arlington Heights, IL 60004 Ms. Segovia serves as interim creditors' committee chairperson. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Markpol Distributors Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is a food distributor specializing in European grocery merchandise imported from European exporters. The Company's customers may select an offering of 4 to 24 feet selection of assorted grocery merchandise appealing to the American and European consumer. Markpol is headquartered in Wood Dale, Illinois. Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-06105) on March 2, 2018. In the petition signed by CEO Mark Kozyra, the Debtor estimated assets and liabilities at $1 million to $10 million. Judge Benjamin A. Goldgar is the case judge. Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's counsel. MAURICE SPORTING: Wants Exclusive Plan Filing Extended to June 18 ----------------------------------------------------------------- Maurice Sporting Goods, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend by 90 days the exclusive periods during which only the Debtors can file a Chapter 11 plan and solicit acceptance of the plan through and including June 18, 2018, and Aug. 16, 2018, respectively. A hearing on the Debtors' request will be held on April 3, 2018, at 11:00 a.m. (ET). Objections to the request must be filed by March 27, 2018 at 4:00 p.m. (ET). The exclusive plan filing and solicitation periods will expire on March 20, 2018, and May 18, 2018, respectively. The Debtors have been operating under the protection of Chapter 11 for less than four months, during which time they have worked extensively with the Official Committee of Unsecured Creditors and other parties in interest to achieve significant progress in these Chapter 11 cases most prominently the court approval, and closing, of the going-concern Sale of the Debtors' business to the Purchaser for up to $39 million (with the exact consideration dependent on certain postclosing inventory sales), plus the assumption of certain liabilities. On Dec. 28, 2017, the Court held a hearing to consider the sale-related relief requested in the Sale and Bidding Procedures Motion and, at the conclusion thereof, entered an order approving the sale of substantially all of the Debtors' assets to an affiliate of Middleton Management Company, Inc., pursuant to that certain Asset Purchase Agreement, dated as of Dec. 7, 2017, and approving and authorizing the Debtors to enter into that certain Transition Services Agreement with the Purchaser, a form of which was attached to the Sale Order. The Debtors closed the Sale on Dec. 29, 2017. The Debtors are now in the process of winding down their estates, including through the reconciliation of claims against the estates and preparation for the formulation of a liquidating plan for the distribution of the proceeds generated by the Sale. On Nov. 20, 2017, the Debtors obtained authority from the Court to, among other things, (i) continue to utilize their centralized cash management system on an interim basis pending a final hearing, (ii) pay certain employee wages, payroll taxes and other employee benefits on an interim basis. The Debtors also obtained interim and final approval of a debtor-in-possession financing facility with wind-down budget, as well as the right to use cash collateral. The DIP Facility was approximately $17 million provided by BMO Harris Financing, Inc., CIBC Bank USA, First Midwest Bank. Although the Committee and Gary Yamamoto Custom Baits, Inc., objected to final approval of the DIP Facilities, the Debtors were able to consensually resolve the Committee's objection, and the Court entered an order approving the foregoing on a final basis on Dec. 12, 2017, over the remaining objection. On Dec. 18, 2017, the Debtors obtained orders approving their retention and employment of certain legal, financial and other advisors, 170 (Development Specialists, Inc. to provide CRO and related personnel), 168 (Young Conaway Stargatt & Taylor, LLP, as bankruptcy counsel), 171 (Livingstone Partners LLC as investment banker), and 166, as well as other critical "second day relief". Given the size and complexity of the Debtors' businesses, as well as the competing and time-sensitive demands on the Debtors' resources, employees, and professional advisors in the early stages of these Chapter 11 Cases, completing the Schedules and Statements was a difficult and resource-draining undertaking. The Debtors respectfully submit that the filing of complete Schedules and Statements in approximately one (1) month from the Petition Date is a significant achievement in light of, among other things, the complexity of these Chapter 11 Cases and the number of legal entities involved. A copy of the Debtors' request is available at: http://bankrupt.com/misc/deb17-12481-320.pdf About Maurice Sporting Goods Maurice Sporting Goods, Inc., established in 1923, is a family-owned distributor of outdoor sporting goods specializing in fishing; marine; sports licensed products and souvenirs; outdoor gifts and decor; hunting; and camping and outdoor recreation. Collectively, Maurice Sporting Goods services more than 15,000 store fronts across the United States, Canada, South America, and Europe. Maurice Sporting Goods, Inc., and 4 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12481) on Nov. 20, 2017. Maurice Sporting Goods estimated $10 million to $50 million in total assets and $100 million to $500 million in total liabilities. The Debtors' cases have been assigned to Judge Christopher S. Sontchi. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as counsel; Patrick J. O'Malley of Development Specialists, Inc., as restructuring advisor; Silverman Consulting as financial advisor; Livingstone Partners LLC as investment banker; and Epiq Bankruptcy Solutions, LLC, as claims, solicitation and balloting agent. MAY ARTS: To Pay Unsecured Creditors $50K Over Five Years --------------------------------------------------------- May Arts, LLC, filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve its proposed disclosure statement describing its plan of reorganization. The Debtor also asks that the Court fix the last day for the acceptance or rejection of the plan and the filing of objections to said plan, and fix a date for a hearing on the confirmation of the proposed plan. The Debtor proposes to pay $50,000 to the holders of Allowed General Unsecured Claims, by distributing $10,000 on a pro rain basis, annually, for five years commencing on the Effective Date. The Debtor's Plan will be funded by the Debtor's operations and the Debtor's successful restructuring of debt and a cash infusion of $25,000 in exchange for 100% of the newly issued membership interests in the Debtor. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/paeb17-16869-89.pdf About May Arts Founded in 1980's in Riverside, Connecticut, May Arts LLC, formerly known as Compass Designs, LLC -- -- https://www.mayarts.com/ -- is a family-owned supplier of ribbons, serving a wide variety of merchants from large retail outlets to home-based business. May Arts carries a wide selection of ribbons to choose from, like sheer, satin, grosgrain, and silk in a variety of prints and patterns. The Company has over 5,000 ribbon variations in stock in its warehouse facility in Stamford, Connecticut. May Arts serves a wide range of industries, including: craft & hobby, scrapbooking, paper crafts, card making, stationery, gift wrapping & packaging, fashion & apparel, jewelry, home decor & interior design, floral, confectionery (chocolates), wedding & party decoration, quilting, craft sewing & doll making and mixed media. May Arts filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 17-16869) on Oct. 9, 2017, estimating their assets and liabilities at between $1 million and $10 million each. The petition was signed by Joseph S. Duffey, president. Judge Eric L. Frank presides over the case. Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy counsel. MBW FURNITURE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on March 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of MBW Furniture, Inc. About MBW Furniture Established in 1998, MBW Furniture Inc. is an online reseller of imported furniture located in Atlanta, Georgia. MBW Furniture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-52296) on Feb. 9, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Scott B. Riddle, Esq., at the Law Office of Scott B. Riddle, LLC, serves as the Debtor's legal counsel. MICHAEL WORLEY: Sale of 2009 GMC Yukon XL to Hedge Auto Approved ---------------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized Michael Allen Worley's sale of the 2009 GMC Yukon XL located at his hunting camp in Arkansas to Hedge Auto Sales. A hearing on the Motion was held on March 7, 2018. The sale is free and clear of all liens and encumbrances. Michael Allen Worley filed for Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 18-10017) on Jan. 8, 2018. Arthur A. Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, serves as the Debtor's bankruptcy counsel. MICHELE MAYER: $325K Sale of Visalia Property Approved ------------------------------------------------------ Judge Louise D. Adler of the U.S. Bankruptcy Court for the Southern District of California authorized Michele Ann Mayer's sale of real property located at 32360 Road 132, Visalia, California for $325,000. The Debtor is authorized to pay commissions, taxes, and fees relating to the sale in an amount not exceeding $21,255. The 14-day stay of the FRBP 6004(h) is waived and the Debtor is authorized to close the sale immediately upon entry of the Order. The loan secured by a first lien on the Property will be paid in full as of the date of the closing of the sale, and the sale will be conducted through an escrow and based on a non-expired contractual payoff statement received directly from Select Portfolio Servicing, Inc., servicing agent for Deutsche Bank National Trust Co., as Trustee, on behalf of the holders of the WaMu Mortgage Pass-Through Certificate, Series 2005-AR8. Lakeside, California-based Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as counsel. She also engaged Cindy Coray and Modern Broker as her real estate broker through March 5, 2018. MONITRONICS INT'L: Bank Debt Trades at 2.06% Off ------------------------------------------------ Participations in a syndicated loan under which Monitronics International Inc. is a borrower traded in the secondary market at 97.94 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.79 percentage points from the previous week. Monitronics International pays 550 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on September 30, 2022. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. MURRAY ENERGY: Bank Debt Trades at 13% Off ------------------------------------------ Participations in a syndicated loan under which Murray Energy is a borrower traded in the secondary market at 87.00 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.46 percentage points from the previous week. Murray Energy pays 650 basis points above LIBOR to borrow under the $1.7 billion facility. The bank loan matures on April 10, 2020. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. NATURE'S BOUNTY: Bank Debt Trades at 3.81% Off ---------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 96.19 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.48 percentage points from the previous week. Nature's Bounty pays 350 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on September 30, 2024. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. NEW ENGLAND ORTHOTIC: SSG Acted as Investment Banker in Debt Sale ----------------------------------------------------------------- SSG Capital Advisors, LLC ("SSG") acted as the investment banker to New England Orthotic & Prosthetic Systems, LLC and its affiliates (collectively, "NEOPS" or the "Company") in the sale of all of its outstanding senior debt to AHM Healthcare Strategies ("AHM"), an affiliate of Eschen Prosthetic and Orthotic Laboratories, Inc. ("Eschen"). The debt sale closed in July 2017. Additionally, SSG provided expert valuation services to NEOPS to help facilitate a Plan of Reorganization (the "Plan") in the U.S. Bankruptcy Court for the District of Connecticut, New Haven Division. The Plan was confirmed in February 2018. NEOPS was founded in 1998 to create a more "practitioner- and patient-friendly" orthotic and prosthetic company with a focus on the northeastern United States. The Company provides patients with comprehensive orthotic, prosthetic and compression therapy services as well as cranial orthosis. In addition to over twenty branch locations, NEOPS operates a fabrication facility where it manufactures custom products. The Company has steadily expanded its footprint through a combination of new branch openings and acquisitions of competitors in its targeted geographies. Due to constrained liquidity and its adverse impact on operations, SSG was retained in April 2017 as NEOPS's exclusive investment banker to explore strategic alternatives, including a refinancing of the existing indebtedness or a sale of the Company. SSG conducted an expedited marketing process that resulted in a wide range of interest from strategic and financial buyers. Ultimately, the offer from AHM to acquire the Company's senior debt provided the highest value to the Company's stakeholders. After closing the sale of its senior debt, NEOPS filed for Chapter 11 protection in the District of Connecticut, New Haven Division to convert the senior debt to equity control. SSG was re-retained by NEOPS to prepare an enterprise valuation of the Company and assist in the negotiations during the Plan confirmation process. The Plan was ultimately confirmed in February 2018. The two transactions allowed NEOPS to continue to operate as a going-concern, save jobs and provide orthotic and prosthetic services to its patients. AHM provides a variety of services in the medical device and services areas with a focus in orthopedics, rehabilitation and consumer driven healthcare. Eschen is a provider of orthotic and prosthetic products and services throughout the New York metropolitan area. Other professionals who worked on the transaction include: * James Berman, Eric Henzy and Patrick R. Linsey of Zeisler & Zeisler, P.C., counsel to New England Orthotic & Prosthetic Services, LLC; * Tom S. O'Donoghue, Jr. and Doug Flannery of CR3 Partners, LLC, financial advisor to New England Orthotic & Prosthetic Services, LLC; * Daniel H. O'Brien, FCCA, CFE, financial advisor to New England Orthotic & Prosthetic Services, LLC; * Timothy P. Johnson* and Wendy A. Kinsella of Harris Beach, PLLC, counsel to the senior lender of New England Orthotic & Prosthetic Services, LLC; * Peter Chadwick and Andrew Cowie of Berkeley Research Group, LLC, financial advisor to the senior lender of New England Orthotic & Prosthetic Services, LLC; and * Lawrence Gottlieb, Melissa H. Boyd and Michael Klein of Cooley LLP, counsel to Eschen Prosthetic and Orthotic Laboratories, Inc. *As of February 2018, Of Counsel with Underberg & Kessler LLP About SSG Capital Advisors, LLC SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 300 transactions in North America and Europe and is a leader in the industry. Securities are offered through SSG Capital Advisors, LLC (Member SIPC, Member FINRA). All other transactions are effectuated through SSG Advisors, LLC, both of which are wholly owned by SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC and SSG Advisors, LLC. About Neops Holdings LLC Headquartered in Branford, Connecticut, New England Orthotic -- http://www.neops.net/-- is a provider of orthotic and prosthetic patient care products and services in the eastern United States. The partnership was founded by certified orthotists and prosthetists who were dissatisfied with large impersonal corporations where the constant pressures of consolidation and cost containment can hamper effective patient care. NEOPS Holdings LLC and its affiliates including New England Orthotic and Prosthetic Systems, LLC, filed for Chapter 11 protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11, 2017. The petitions were signed by David Mahler, president and CEO. NEOPS Holdings estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. New England Orthotic estimated its assets at up to $50,000 and liabilities at between $1 million and $10 million. Judge Ann M. Nevins presides over the case. James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler & Zeisler, P.C., serve as the Debtors' bankruptcy counsel. The Debtors hired Daniel O'Brien as their restructuring and financial advisor. On July 21, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The Committee hired Blakeley LLP, as counsel. NORTH FORK GROUP: Property Sale Proceeds to Fund Proposed Plan -------------------------------------------------------------- North Fork Group, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a disclosure statement describing its chapter 11 plan dated March 2, 2018. A South Carolina Limited Liability Company, North Fork Group LLC was formed in 2004 for the purpose of another business venture totally unrelated to its current purpose, the ownership of a 332-acre farm. The farm has been owned by the family of the members of the LLC for generations. The LLC acquired the real estate through Johanna F. Ruffin, who is the mother of Thomas Ruffin, Jr. Class 2 secured claimants will be paid in full, with interest at 6% A.P.R., no later than Dec. 31, 2019 either by refinancing or by proceeds from the sale of the property securing the claim. The Debtor's Plan will be funded by refinancing the debt on the property or by proceeds from the sale of the property. Based on an appraisal dated Feb. 8, 2018, there appears to be sufficient equity in the property to qualify for refinancing or to receive sufficient funds from the sale of the real estate to pay the claims in full. The interim payments required by the Plan will be funded by Thomas Ruffin, Jr. The funds will come from Mr. Ruffin's distributions from other ventures. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/scb17-05600-27.pdf About North Fork Group LLC North Fork Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 17-05600) on Nov. 6, 2017. Judge David R. Duncan presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $1 million. NORTHWEST TERRITORIAL: Trustee's $2M Sale of Physical Assets Okayed ------------------------------------------------------------------- Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington authorized Mark Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC, to sell the Debtor's physical assets such as equipment, dies, tooling, archives, and inventory, to Industrial Assets Corp. for $1,950,000. The Sale Hearing was conducted on March 9, 2018. The sale is free and clear of liens, claims, interests, and encumbrances. The Industrial Assets APA, and all of the terms and conditions thereof, are approved. The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004(h), 6006(d), 7062 and any other provision of the Bankruptcy Code or Bankruptcy Rules will not apply, is expressly lifted, and the Order is immediately effective and enforceable. Article 6 of the Uniform Commercial Code governing Bulk Sale Transfers and comparable state statutes are not applicable to the sale of the Purchased Assets to the Buyer. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Northwest_Territorial_1531_Order.pdf About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. NOVA SECURITY: Unsecureds to Receive 11% Under Proposed Plan ------------------------------------------------------------ Nova Security Group, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Alabama a disclosure statement accompanying its proposed plan of reorganization. Nova Security Group, Inc. is the successor entity to various business entities that have conducted a business enterprise, owned the assets, and incurred liabilities involving the manufacture and sale of less-lethal electronic devices under the name of "Nova" and has offered for sale equity ownership interests in two business entities by private or public offerings. The Debtor is of the opinion that the proposed Plan provides more for each class of creditors. Secured Creditors will receive 100% of their allowed claims plus interest. Unsecured creditors, exclusive of insider claims, will receive 11% percent of their claims. Nova Security will continue to operate its less than lethal security product sales business. Subsequent to the Effective Date of the Plan and subject to the limitation contained in the Plan, the Reorganized Debtor has reserved in the Plan the right to merge the Reorganized Debtor with a new business entity to be formed whose name will be Nova Security Group of Alabama, Inc. and to take any action it deems appropriate to enhance its chances to successfully complete this Plan. Under the Plan, the Interest of Equity Security Holders will be exchanged for shared in the Reorganized Debtor and those shares in the Reorganized Debtor will be exchanged for shares in a newly formed corporation, Nova Security Group of Alabama, Inc. Payments under the proposed Plan will be made from Nova Security's future income derived from the continued operation of its business. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/alsb16-00370-286.pdf About Nova Security Group Nova Security Group, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Alabama (Mobile) (Case No. 16-00370) on February 8, 2016. The petition was signed by Richard K. Bastin, Sr., president. The Debtor is represented by Irvin Grodsky, Esq. The case is assigned to Judge Jerry Oldshue, Jr. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. The U.S. Bankruptcy Court for the Southern District of Alabama has ordered that no official committee of unsecured creditors will be appointed in the Chapter 11 case of Nova Security Group, Inc. ORANGE ACRES: Exclusive Plan Filing Deadline Moved to March 27 -------------------------------------------------------------- The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida has extended, at the behest of Orange Acres Ranch Homeowners Association, Inc., the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of plan through and including March 27, 2018, and May 29, 2018, respectively. As reported by the Troubled Company Reporter on March 5, 2018, the Debtor is continuing to work on the plan and discussing plan treatment with parties in interest. The Debtor had focused efforts on third-party financing which is currently not available due to the existence of agreements which are the subject of a pending motion to reject. A copy of the Court Order is available at: http://bankrupt.com/misc/flmb17-04326-93.pdf About Orange Acres Ranch Homeowners Orange Acres Ranch Homeowners Association, Inc., is listed as a Florida Not For Profit Corporation, which owns and operates a mobile home park known as Orange Acres Ranch. The Park consists of 210 lots, including 73 unimproved lots. The Park amenities include a clubhouse and swimming pool. Orange Acres Ranch Homeowners Association filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04326) on May 18, 2017. The petition was signed by Brent Geary, its president. At the time of filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Michael G. Williamson. The Debtor is represented by Scott A. Stichter, Esq., at Stichter Riedel Blain & Postler, P.A. OREXIGEN THERAPEUTICS: March 21 Mtg. Set to Form Creditors' Panel ----------------------------------------------------------------- Andy Vara, United States Trustee for Region 3, will hold an organizational meeting on March 21, 2018, at 10:00 a.m. in the bankruptcy cases of Orexigen Therapeutics, Inc. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Jet Midwest 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. Visit http://www.jetmidwestgroup.comfor more information. Jet Midwest Group, LLC sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-10395) on Feb. 26, 2018, listing under $10 million to $50 million in assets and under $10 million to $50 million in liabilities. The petition was signed by Karen Kraus, chief operating officer. About Orexigen Therapeutics Orexigen Therapeutics, Inc., based in La Jolla, California, -- 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 (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. Orexigen filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. The Debtor disclosed total assets of $265,100,000 and total debt of $226,400,000 as of Nov. 30, 2017. The case is administered before the Honorable Judge Kevin Gross. The Company's subsidiaries, Orexigen Therapeutics Ireland Limited and Orexigen Therapeutics Ireland, LLC, were not included in the Chapter 11 filing and there will be no adjustments to those operations. The Debtor tapped Hogan Lovells US LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware bankruptcy counsel; Ernst and Young LLP as financial advisor; Prella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. ORION HEALTHCORP: Case Summary & 75 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Orion Healthcorp, Inc. 1715 Route 35 North, Suite 303 Middletown, NJ 07748 Type of Business: Orion Healthcorp, et al. -- http://www.orionhealthcorp.com-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Chapter 11 Petition Date: March 16, 2018 Affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Orion Healthcorp, Inc. (Lead Debtor) 18-71748 Phoenix Health, LLC 18-41488 Constellation Healthcare Technologies, Inc. 18-71749 NEMS Acquisition, LLC 18-71750 Northeast Medical Solutions, LLC 18-71751 NEMS West Virginia, LLC 18-71752 Physicians Practice Plus, LLC 18-71753 Physicians Practice Plus Holdings, LLC 18-71754 Medical Billing Services, Inc. 18-71755 Rand Medical Billing, Inc. 18-71756 RMI Physician Services Corporation 18-71757 Western Skies Practice Management, Inc. 18-71758 Integrated Physician Solutions, Inc. 18-71759 NYNM Acquisition, LLC 18-71760 Northstar FHA, LLC 18-71761 Northstar First Health, LLC 18-71762 Vachette Business Services, Ltd. 18-71763 MDRX Medical Billing, LLC 18-71764 VEGA Medical Professionals, LLC 18-71765 Allegiance Consulting Associates, LLC 18-71766 Allegiance Billing & Consulting, LLC 18-71767 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtors' Counsel: Thomas R Califano, Esq. DLA PIPER US LLP 1251 Avenue of the Americas New York, NY 10020 Tel: 212-335-4990 Fax: 212-884-8690 E-mail: thomas.califano@dlapiper.com Debtors' Restructuring Advisor: FTI CONSULTING, INC. Debtors' Claims & Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Web site: http://dm.epiq11.com/#/case/CCT/info Estimated Assets: $1 million to $10 million Total Liabilities: Approximately $245.9 million The petitions were signed by Timothy J. Dragelin, chief restructuring officer. A full-text copy of Orion Healthcorp's petition is available at: http://bankrupt.com/misc/nyeb18-71748.pdf Consolidated List of Debtors' 75 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Winston & Strawn LLP Transaction- $3,000,000 35 W. Wacker Drive Related Chicago, IL 60601-9703 Contact: Chris Zochowski Tel: 1-312-558-5600 Email: CZochowski@winston.com GSS Infotech Litigation Claim $2,700,000 2050, Brunswick Plaza-1 Stage Highway 27 Suite 201 North Brunswick, NJ 08902 Contact: bhargav Marepally Tel: 1-732-798-3101 Fax: 512-266-8803 The Bank of New York Promissory Note $1,942,111 Nominees Limited One Piccadilly Gardens Manchester M1 1RN England Forest Nominees Limited Promissory Note $1,234,745 P.O. Box 328 St. Peter Port Guernsey GY1 3TY Channel Islands Harewood Nominees Limited Promissory Note $1,133,357 10 Harewood Avenue London NW1 6AA England HSBC Global Custody Nominee Promissory Note $1,035,078 UK Limited 8 Canada Square London E14 5HQ England Platform Securities Nominees Promissory Note $912,654 Limited Canterbury House 85 Newhall Street Birmingham B3 1LH England Tel: 44 12 1233 0336 Fax: 44 12 1605 0909 American Express Travel Litigation $855,502 Related Services Company, Inc. 200 Vesey Street New York, NY 10285 Contact: Raquel Hernandez, Assistant Custodian Tel: 212-640-5130 Fax: 212-640-0404 HSBC Global Custody Nominee Promissory Note $813,345 UK Limited 8 Canada Square London E145HQ England Nortrust Nominees Limited Promissory Note $637,037 50 Bank Street Canary Wharf London E14 5NT England Tel: 44-2079822000 Jim Nominees Limited Promissory Note $632,177 78 Mount Ephraim Tunbridge Wells Kent TN48BS England Morgan Stanley Client Promissory Note $535,841 Securities Nominees Limited 25 Cabot Square Canary Wharf London E14 4QA England Steel Valley Emergency Litigation Claim $500,000 Physicians, LLC 2720 Sunset Blvd Steubenville, OH 43952 Contact: Tom Dannaballe Tel: 1-740-264-7173 Email: jhazlewood@reedsmith.com Robinson Brog Leinwand Professional $475,000 Greene Genovese and Gluck PC Services 875 Third Avenue 9th Floor New York, NY 10022 Contact: Adam Greene Tel: 1-212-603-6355 Email: ajg@robinsonbrog.com BNY OCS Nominees Limited Promissory Note $450,732 One Piccadilly Gardens Manchester M1 1RN United Kingdom Nortrust Nominees Limited Promissory Note $424,916 50 Bank Street Canary Wharf London E14 5NT United Kingdom Kolb Radiology, PC Litigation Claim $375,000 635 Madison Ave New York, NY 10022 Contact: Dr. Thomas Kolb, MD Tel: 1-212-602-1168 Email: tkolbmd@yahoo.com Credit Suisse Client Nominees Promissory Note $367,650 UK Limited One Cabot Square Canary Wharf London E14 4QJ United Kingdom The Bank of New York Promissory Note $335,676 Nominees Limited One Piccadilly Gardens Manchester M1 1RN United Kingdon Goldman Sachs International Promissory Note $319,576 PO Box 62263 Peterborough Court 133 Fleet Street London EC4P 4AY United Kingdom Tel: 44 2077 74100 Lexington Landmark Services LLC Promissory Note $301,000 Co Robinson Brog Leinwand Greene Genovese and Gluck PC 875 Third Avenue, 9th Floor New York, NY 10022 Contact: David M. Blumenthal Tel: 212-603-0497 Email: zb@robinsonbrog.com Finncap 60 New Broad Street London EC2M 1JJ United Kingdom Transaction-Related $299,594 Contact: Stuart Andrews Tel: 020 7220 0565 Email: sandrews@finncap.com Pershing Nominees Limited Promissory Note $299,476 The Royal Liver Building Pier Head Liverpool L3 1LL United Kingdom Chase Nominees Limited Promissory Note $287,665 PO Box 7732 1 Chaseside Bournemouth Bh1 9XA United Kingdom Tel: 44 20 777 2000 Rookminee Singh-Narayan Litigation Claim $250,000 Jairaj Yamrajthank 9317 207th St 2295 Lancaster Ave, Baldwin, NY 11510 Queens Village, NY 11428 Contact: Rookminee Singh-Narayan Jairaj Yamrajthank Fax: 718-740-2000 Email: legal@abdulhassan.com 1805 Old Alabama V Orion Litigation Claim $227,473 Young Conaway Transaction-Related $225,000 Email: jpatton@ycst.com Skandinaviska Enskilda Banken Promissory Note $172,000 Email: mark.luscombe@seb.co.uk Nortrust Nominees Limited Promissory Note $153,832 Parkersburg Radiology Services, Inc. Litigation Claim $150,000 Brewin Nominees Limited Promissory Note $141,900 Alliance Health Sciences Trade Debt $133,494 Email: info@alliancediagnostics.com N.Y. Nominees Limited Promissory Note $129,000 ABN AMRO Global Nominees Limited Promissory Note $118,250 Gebbs Healthcare Solutions, Inc. Litigation Claim $110,057 Email: Kiran.Kumar@gebbs.com Lawshare Nominees Limited Promissory Note $103,313 Cockerell Dermatopathology, P.A. Litigation Claim $100,000 Email: info@lynnllp.com State Street Nominees Limited Promissory Note $87,075 UBS Private Banking Nominees Ltd Promissory Note $84,481 Nortrust Nominees Ltd Promissory Note $79,629 Mr. Max Edward Royde Promissory Note $76,785 Pershing Nominees Limited Promissory Note $76,785 Merrill Lynch International Promissory Note $73,902 Email: UKWealthManagement@ml.com Rathbone Nominees Limited Promissory Note $69,574 Pershing Nominees Limited Promissory Note $63,855 Pershing Nominees Limited Promissory Note $59,458 Platform Securities Nominees Promissory Note $59,294 Limited Criterions, LLC Trade Debt $57,090 Email: info@criterions.com Pershing Nominees Limited Promissory Note $54,481 Christine Cohen Professional Fees $53,143 Email: chriscohen55@yahoo .com Jim Nominees Limited Promissory Note $47,052 Claudio Ferrer Litigation Claim $46,000 Viles Beckman, LLC Platform Securities Nominees Promissory Note $44,298 Limited Chase Nominees Limited Promissory Note $43,715 McGuirewoods LLP Transaction- $42,900 Email: gmartin@mcguirewoods.com Related Equivalent Data LLC Trade Debt $42,500 Email: Solutions@eqd.com TD Direct Investing NOminees Promissory Note $37,358 (Europe) Limited HSBC Global Custody Nominee (UK) Promissory Note $36,281 Peel Hunt Holdings Limited Promissory Note $36,140 Stifel Nicolaus Europe Ltd Transaction- $35,819 Email: david.arch@stifel.com Related Stifel Nicolaus Europe Limited Promissory Note $34,744 Nomura PB Nominees Limited Promissory Note $31,772 TD Direct Investign Nominees Promissory Note $28,746 (Europe) Limited State Street Nominees Limited Promissory Note $27,950 HSBC Client Holdings Nominee Promissory Note $27,535 (UK) W B Nominees Limited Promissory Note $25,800 New Jersey Innovation Institute Trade Debt $25,415 Email: pqrs@njii.com Kern Cal Land Properties LLC Rent $24,747 Age Trade Debt $21,677 Victoire Nominees Limited Promissory Note $21,217 Pershing Nominees Limited Promissory Note $19,402 Houston Texas Westchase III Rent $18,588 Properties Email: bcromwell@moodyrambinint.com CDW Government, Inc. Trade Debt $17,358 Barclayshare Nominees Limited Promissory Note $16,261 Lawshare Nominees Limited Promissory Note $14,648 OSCAR SQUARED: Varley Buying Taunton Property for $390K ------------------------------------------------------- Oscar Squared, Inc. filed with the U.S. Bankruptcy Court for the District of Massachusetts a notice of its private sale of the property known and numbered as Lots 138A, 188A & 189A and Parcels A & B, Berkley Street, Taunton, Massachusetts to Dereck Varley or his nominee for $390,000. A hearing on the Sale Motion, objections or higher offers is set for April 10, 2018 at 10:00 a.m. The objection deadline is April 4, 2018 at 4:30 p.m. The Debtor has received the Buyer's cash offer for Property broken down as follows: (i) $10,000 to be paid upon the execution of the Purchase and Sale Agreement; and, (ii) the balance, $380,000 to be paid in good funds on the date of the closing. The sale will take place on April 20, 2018, or within 14 days from the entry of a final Order of the Court approving the sale, whichever occurs later. The proposed Buyer has paid a deposit in the sum of $10,000. The terms of the proposed sale are more particularly described in the Sale Motion filed with the Court on March 9, 2018, and a written Purchase And Sale Agreement dated Feb. 12, 2018, each of which is available upon request from the undersigned. The Property will be sold free and clear of all liens, claims and encumbrances. Any remaining perfected, enforceable and valid liens will attach to the net proceeds of the sale, to the same extent and to the same order of priority as such liens, claims and encumbrances attached to the Property. Through the Notice, higher offers for the Property are solicited. Any higher offer must exceed the Sale Price by at least 5% (i.e., such higher offer must be in an amount not less than $409,500) and must be accompanied by a cash deposit of $10,500 made payable to the order of "Oscar Squared, Inc., Debtor-in-Possession." In order for any higher offer to be considered, the higher offer must be filed by the Objection Deadline, and the Bid Deposit must be submitted by the same date. Any unsuccessful bidder will receive the return of its deposit. Higher offers must be on the same terms and conditions provided in the Sale Agreement, other than the purchase price. About Oscar Squared Oscar Squared, Inc., is a single asset real estate entity that owns an undeveloped parcel of land on Berkley Street in Taunton, Massachusetts. Oscar Squared has two secured creditors: (1) Mechanics Cooperative Bank, which holds a first mortgage on the Property; and, (2) the Acheson Family Trust, which holds a second mortgage. Oscar Squared's bankruptcy case was precipitated by an impending foreclosure sale of the Property by Mechanics. However, the Property has been listed for sale, and is currently under agreement. The Debtor intends to sell the Property in order to satisfy its current obligations to the Secured Creditors. Oscar Squared filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 18-10223) on Jan. 24, 2018. The Debtor hired David B. Madoff, at Madoff & Khoury LLP, as counsel. P.D.L. INC: Exclusive Plan Filing Period Extended Through June 14 ----------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida has extended P.D.L., Inc.'s exclusive period for filing of its Chapter 11 Plan and Disclosure Statement until June 14, 2018, as well as the solicitation period until July 31, 2018. The Troubled Company Reporter has previously reported that the Debtor asked for exclusivity extension to have ample time under the circumstances of this case to formulate and/or review realistic proposals and to negotiate the terms of the proposed plan with Creditors. The Debtor said that it has devoted its energies and attention in the first instance to safety in its operation and to attempting to reasonably calculate what it could pay creditors and what could be surrendered in order to reorganize. The Debtor represented that this case involves numerous Creditors and the formulation of a viable plan will require tough decisions on the part of the Debtor. At this time, several settlement proposals regarding plan treatment were presented to Creditors and the Debtor awaits their responses. On Dec. 21, 2017, the Court entered an Order Granting Plaintiff's Emergency Motion for Temporary Restraining Order and Preliminary Injunction against Wells Fargo Equipment Finance, Inc., BMO Harris Bank, N.A., and Knight Capital Funding, II, LLC at Adv. P. Case No. 17-01459-LMI. The Debtor is cognizant of the March 10, 2018 deadline of the Injunction Order. About P.D.L. Inc. P.D.L., Inc., is a Florida Profit Corporation formed on Oct. 31, 2003, operating as a trucking distributor. It is insured and provides employment for 7 full-time employees and over 30 independent contractors. P.D.L. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20457) on Aug. 17, 2017. The Debtor is represented by Ariel Sagre, Esq., at Sagre Law Firm, P.A. PARKLAND FUEL: Moody's Assigns Ba3 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned ratings to Parkland Fuel Corporation, consisting of a Ba3 corporate family rating (CFR), Ba3-PD probability of default rating, B1 rating to its proposed $500 million senior unsecured notes issue, and SGL-3 speculative grade liquidity rating. The ratings outlook is stable. This is the first time Moody's has assigned ratings to Parkland. Net proceeds from the issuance will be used to repay a portion of the amount outstanding under the company's revolving credit facility. "Parkland's Ba3 CFR is driven by its strong market position as the largest fuel marketer and distributor of fuel and petroleum products in Canada, tempered by elevated leverage and integration risks with its recent back-to-back transformational acquisitions," said Peter Adu, a Moody's AVP. Ratings Assigned: Parkland Fuel Corporation Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD $500 million Senior Unsecured Notes due in 2026, B1 (LGD4) Speculative Grade Liquidity, SGL-3 Outlook: Assigned as Stable RATINGS RATIONALE Parkland's Ba3 CFR reflects its strong market position and economies of scale (pro forma revenue exceeds C$12 billion) as the largest marketer and distributor of fuel and petroleum products in Canada, together with expectations that leverage (adjusted Debt/EBITDA) will normalize around 3.5x. Parkland's two large and back-to-back acquisitions in 2017 (CST Brands' Canadian assets and Chevron Canada's western Canada assets) raised pro forma leverage by more than a turn to 4.2x for 2017. However, Moody's expects modest EBITDA growth and debt repayment to enable leverage to fall towards 3.5x by the end of 2019. The rating also reflects risks with Parkland's acquisition growth strategy, which elevates leverage periodically and creates substantial integration risks, lack of hedging against inventory price risk and the low EBITDA margin nature of fuel sales. Parkland's new $500 million senior unsecured notes will rank equally with all existing unsecured debt and benefit from guarantees from all material subsidiaries. The notes are rated B1, one notch below Parkland's CFR, to reflect their junior ranking behind the revolving credit facility due 2021 and the working capital intermediation facility (C$300 million outstanding), which Moody's has classified as secured debt in the application of the Loss Given Default Methodology. Parkland has adequate liquidity (SGL-3). The company's sources exceed C$320 million while it has no mandatory debt repayment in the next four quarters. Parkland's liquidity is supported by cash of C$23 million at year end 2017, around C$300 million of availability under its downsized revolving credit facility (to around C$500 million from C$1 billion) and $50 million revolving credit facility, both due in June 2021. Moody's does not expect any free cash flow in 2018 due to turnaround expenses associated with the acquired refinery's downtime during Q1 2018. However, Moody's expects at least C$80 million of annual free cash flow starting with fiscal 2019. Parkland has leverage and coverage covenants to comply with under its revolving credit facility and Moody's expects headroom of at least 20% over the next four quarters. Parkland has limited flexibility to generate liquidity from asset sales as its assets are encumbered. The stable outlook reflects Moody's view that EBITDA growth and debt repayment will allow Parkland to reduce leverage towards 3.5x by the end of 2019. The stable outlook also incorporates Moody's view that the risk of levering up further for another large acquisition prior to 2019 is low. To upgrade Parkland's rating, the company will need to successfully integrate the recent major acquisitions while Moody's will need to gain confidence that the company will sustain adjusted Debt/EBITDA below 3.5x (pro forma 4.2x) as it implements its acquisition strategy. A ratings downgrade could occur if Parkland sustains adjusted Debt/EBITDA above 4.5x (pro forma 4.2x), likely due to deteriorating operational fundamentals. A weakening of the company's liquidity position could also lead to a downgrade. The principal methodology used in these ratings was Retail Industry published in October 2015. Parkland Fuel Corporation, headquartered in Red Deer, Alberta, is the largest marketer of fuel and petroleum products in Canada. The company is also a fuel marketer in the Northwest US. Revenue for the fiscal year ended December 31, 2017 was C$9.6 billion. Pro forma for recent acquisitions, 2017 revenue exceeded C$12 billion. PELICAN REAL ESTATE: Trustee's $100K Sale of Torok Pool Approved ---------------------------------------------------------------- Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida authorized Maria Yip, the liquidating trustee for Pelican Real Estate LLC, to sell all or substantially all of the Liquidating Trustee's right, title, and interest in the Torok Pool, consists of 126 distressed real estate loans, to U.S. Bank Trust National Association, as Trustee for American Homeowner Preservation Trust Series 2015A+ by AHP Capital Management, LLC, for $100,000. The Bid Procedures Order became final on Jan. 31, 2018. The sale is "as is, where is" without any representations or warranties of any kind, either express or implied; and free and clear of all liens, claims, and interests of others. In accordance with the Purchase and Sale Agreement, the Buyer submitted, and the Liquidating Trustee accepted, the highest and best offer for the Liquidating Trustee's right, title, and interest in the Torok Pool of $100,000, which is the Purchase Price under the fully-executed PSA. The Liquidating Trustee and the Buyer are directed to comply with the terms of the PSA. The 14 day stay of the effectiveness of the Order under Bankruptcy Rule 6004(h) is eliminated. A copy of the PSA attached to the Order is available for free at: http://bankrupt.com/misc/Pelican_Real_750_Order.pdf About Pelican Real Estate Pelican Real Estate, LLC, and its eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-03817) on June 8, 2016. The petition was signed by Jared Crapson, president of SMFG, Inc., manager of Pelican Management Company, LLC. At the time of the filing, Pelican Real Estate estimated under $50,000 in both assets and debt. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP. The Debtors hired Bill Maloney Consulting as their financial advisor; Hammer Herzog and Associates P.A. as their accountant; and Pino Nicholson PLLC as their special counsel. Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate LLC, hired Dance Bigelow Sharp & Co. as accountant. Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016, formed an official committee of unsecured creditors for Pelican Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC and Accelerated Asset Group LLC. Maria Yip was appointed examiner in the case. She hired GrayRobinson, P.A., as her lead counsel; Fikso Kretschmer Smith Dixon Ormseth PS as special counsel; and Schweet Linde & Coulson, PLLC, as special foreclosure counsel. * * * On Feb. 15, 2017, the court entered an order confirming the Debtors' Second Amended Plan of Liquidation. The Plan became effective on March 2, 2017, at which time the Smart Money Liquidating Trust came into existence and Ms. Yip was named the liquidating trustee. PETSMART INC: Bank Debt Trades at 19.06% Off -------------------------------------------- Participations in a syndicated loan under which Petsmart Inc. is a borrower traded in the secondary market at 80.94 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.49 percentage points from the previous week. Petsmart Inc. pays 300 basis points above LIBOR to borrow under the $4.246 billion facility. The bank loan matures on March 10, 2022. Moody's rates the loan 'B1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. PHILADELPHIA SD: Moody's Assigns Ba2 Rating on $251.8MM GO Bonds ---------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 underlying rating and A2 enhanced rating to Philadelphia School District's (PA) $251.8 million General Obligation Bonds, Series A of 2018. Concurrently, Moody's maintain the Ba2 rating on the district's parity debt. The outlook remains positive. Post issuance, the district will have approximately $3.2 billion of long term debt outstanding. RATINGS RATIONALE The Ba2 underlying rating speaks to the district's still-strained financial position and narrow reserves, exacerbated by substantial charter enrollment pressures that will persist. The Ba2 also considers the district's very strong management team, which has developed a detailed understanding not only of the district's finances but also the ongoing operational complexities of managing a highly dynamic, large, urban school district. The rating is also informed by the positive relationship with the City of Philadelphia, stabilized charter enrollment, and a return to investment in district classrooms after years of austerity operations. The A2 enhanced rating reflects Moody's current assessment of the Pennsylvania School District Intercept Program, which provides that state aid will be allocated to bondholders in the event that the school district cannot meet its scheduled debt service payments. The A2 rating reflects that Philadelphia School District has engaged a fiscal agent, and there is language in the bond documents that will trigger the state aid intercept prior to default. RATING OUTLOOK Our outlook for the underlying credit quality of the district is positive given Moody's expectation of continued charter stabilization and management's solid governance over school operations and finances. The positive outlook also reflects Moody's expectation that finances will be maintained within the range of structural balance going forward. This expectation has been strengthened by the move from SRC governance to local control in 2018, and the mayor's recent budget proposals, which allocate permanent tax increases to the district. The A2 enhanced rating carries an outlook of stable, which mirrors the outlook for the Commonwealth of Pennsylvania (Aa3 stable). FACTORS THAT COULD LEAD TO AN UPGRADE - Permanent new revenue source or growth that ensures structurally balanced operations - Further evidence of charter stabilization and improved district school operations FACTORS THAT COULD LEAD TO A DOWNGRADE - Structurally imbalanced operations for a prolonged period leading to fund balance depletion - Further expansion of charters; deterioration of district enrollment not coupled with significant expenditure cuts LEGAL SECURITY These are general obligation bonds of the Philadelphia School District, to which the district has pledged its full faith, credit, and taxing power. The district's GO debt is supported by a lock-box structure, whereby four dedicated tax streams (including property tax) are allocated on a daily, pro-rata basis to bondholders. The bonds are further enhanced by the Pennsylvania School District Intercept Program. The intercept program is not a general obligation guarantee of the Commonwealth, and in fact, there have been times when the state has not distributed any aid to school districts, as was the case during the 2016 state budget impasse. However, with implementation of Act 85 in 2016, the state has ensured that intercept payments, for the benefit of bond debt service, will be made even in the absence of an appropriation budget. USE OF PROCEEDS Proceeds of the Series 2018 General Obligation bonds will be used to provide for certain capital projects throughout the district. PROFILE Philadelphia School District is the largest public school district in Pennsylvania and the eleventh largest in the country. The district operates more than 200 schools with enrollment of 203,814 (includes 74,325 students in charters and alternative schools) as of June 30, 2017. PISCES MIDCO: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Pisces Midco Inc. (doing business as [dba] Ply Gem). The outlook is stable. S&P said, "We also assigned our 'B' issue-level rating (the same as the corporate credit rating) to Pisces Midco's proposed first-lien credit facilities, consisting of a $100 million revolving credit facility (amount subject to change at close) due 2023 and a $1.755 billion term loan facility due 2025. We have assigned our '3' recovery rating to the facilities, indicating our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "We also assigned our 'CCC+' issue-level rating (two-notches below the corporate credit rating) to Pisces Midco's proposed $645 million senior unsecured notes. We have assigned our '6' recovery rating to the facilities, indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "Our 'B' corporate credit rating on Pisces Midco Inc. (dba Ply Gem) reflects the high amount of adjusted leverage pro forma for the acquisitions. Including our adjustments for operating leases and postretirement obligations, we calculate the company's leverage at 7.3x pro forma for the transaction. Despite the high leverage, we project interest coverage of 2.5x-3x in 2018 and 2019, which are strong for the rating. The company's high leverage is somewhat mitigated by a long dated maturity schedule, with its nearest permanent debt maturity being in 2025; no financial covenants; and low capital spending and interest requirements. "The stable outlook on Pisces Midco reflects our view that the company will generate modest sales growth and margin improvement through 2019 with adjusted EBITDA surpassing $400 million by 2019 as it realizes synergies associated with the acquisition of Atrium. We believe this stable operating environment will cause the company's debt leverage to improve over the next two years but still remain elevated at over 5x. "We could lower our ratings on Pisces Midco if interest coverage were to deteriorate and trend toward less than 2x. This could occur due to an unexpected contraction in new home construction or R&R demand, instances we do not readily foresee in the coming 12-24 months. Similarly, weakness in Pisces Midco's pricing--namely, the inability of its price increases to hold with customers--or spikes in its commodity costs could cause such a deterioration if they eroded EBITDA margins by more than 100 basis points. Finally, a notably more aggressive financial policy by Pisces Midco's financial sponsor owners--particularly related to dividends but also including acquisitions--could lead to such a case. "We view an upgrade as unlikely over the next 12 months. We could raise the rating if Pisces Midco's adjusted debt to EBITDA fell below 6x and trended toward 5x. Such events could transpire if margins improved significantly over the subsequent 12 month period. We would also have to perceive that the risk of releveraging is low, such that fully adjusted debt to EBITDA will remain less than 5x, based on the company's financial policy and our view of the financial risk appetite of the financial sponsor owners." POST GREEN: $5.8M Sale of San Francisco Property to Local Approved ------------------------------------------------------------------ Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California authorized Post Green Fell, LLC's private sale of the real property located at 1776 Green Street, San Francisco, California, also known as Block 0544, Lot 006, to Local Capital Group, LLC, its related assignee, for $5,750,000, subject to a $30,000 credit and a $50,000 escrow holdback. A hearing on the Motion was held on March 13, 2018 at 2:30 p.m. The sale is free and clear of all liens, claims, or other interests. Except as otherwise provided in the Motion and the PSA, the Property will be sold, transferred, and delivered to Local Capital Group on an as-is, where-is, with-all-faults basis. The Debtor is authorized to obtain from the Internal Revenue Service the conditional letter of discharge addressed to Old Republic Title Company that provides that the IRS discharges the property from all federal tax liens encumbering the Property in accordance with referenced in the Order Granting Debtor's Motion to Approve Proposed Settlement with the United States of America. Green & Post Partners, L.P. ("G&P"), the holder of the first-priority trust deed against the Property, consents to the sale of the Property free and clear of the G&P Lien, and will deliver into escrow a partial reconveyance, subject to the express satisfaction of the following conditions, all in accordance with the Order Approving Stipulation Between Debtor And Secured Creditor Green & Post Partners, LP, etc. ("G&P Stip"): a. G&P receives via wire transfer directly from closing, on the closing date, the net proceeds from the sale in the amount of $5,370,854, or such other amount that may be agreed to in writing by G&P that is no less than $5.3 million ("G&P Proceeds"), which will be applied to reduce the balance of G&P’s claims against the Debtors; and b. The difference between the G&P Proceeds and G&P's claim against the Debtors, as calculated in accordance with the G&P Stip, will be deemed an allowed, perfected, and unavoidable first-priority secured claim against the real property commonly known as 2360 Post Street, San Francisco, California (Block 1076, Lot 012), and entitled to all benefits of the G&P Stip, which remains in full force and effect. Laurence F. Nasey is authorized to execute on behalf of DIP the PSA, a grant deed, and all other related documents that are reasonably necessary or appropriate to complete the sale, and to undertake such other actions as may be reasonably necessary or appropriate to complete the sale. The Debtor is authorized to pay from escrow (i) a broker's commission equal to 2.75% of the purchase price to Vanguard Properties; and (ii) taxes due the City and County of San Francisco and fees for a natural hazards report. Subject to the provisions of the Order, the Debtor is authorized to disburse the proceeds of the sale from escrow to the holders of claims secured by the Property in the order of their priority under applicable non-bankruptcy law to the extent funds are available to pay them. The Order will be effective immediately upon entry, no automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. About Post Green Fell Based in San Francisco, California, Post Green Fell LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-30314) on April 4, 2017. In the petition signed by Laurence F. Nasey, manager, the Debtor estimated its assets and debt at $10 million to $50 million. The case is assigned to Judge Dennis Montali. At the onset of the case, Post Green Fell hired St. James Law, P.C., as counsel. It later replaced the firm with Macdonald Fernandez LLP as new legal counsel. PRIMA PASTA: Plan to Pay Unsecured Creditors 30% of Claims ---------------------------------------------------------- Prima Pasta & Cafe, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a small business disclosure statement, dated Feb. 28, 2018, describing its plan of reorganization dated March 2, 2018. The Plan provides for one class of priority claims; one class of unsecured claims; and one class of equity security holders. All priority creditors will receive full payment of their allowed claims and unsecured creditors will receive payment of at least 30% of their claims. The Plan also provides for the payment of administrative claims in full on the effective date or this plan, unless otherwise agreed to by the administrative claimants. Payments and distributions under the Plan will be funded by the Debtor's net income from its operation of its restaurant. The Debtor's current management will continue post-confirmation. Antoinette Modica will remain as the Debtor's president and will manage the Debtor's affairs. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-17-40760-110.pdf About Prima Pasta & Cafe Prima Pasta & Cafe, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-40760) on Feb. 21, 2017, estimating its assets at up to $50,000. The Petition was signed by Antoinette Modica, president. Ortiz & Ortiz, L.L.P, serves as the Debtor's bankruptcy counsel. No unsecured creditors' committee has been appointed in this case. PRODUCTION PATTERN: Has Until April 16 to Exclusively File Plan --------------------------------------------------------------- The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the District of Nevada has extended, at the behest of Production Pattern and Foundry Co., Inc., the exclusive period during which only the Debtor can file a plan of reorganization by 90 days, through and including April 16, 2018. The Debtor is also granted extension of the additional exclusivity period under 11 U.S.C. Section 1121(c)(3) by 90 days through June 15, 2018. A copy of the Order is available at: http://bankrupt.com/misc/nvb17-51106-157.pdf About Production Pattern and Foundry Production Pattern and Foundry Co., Inc. -- http://www.ppfco.com/ -- is a TS-16949 Certified, casting foundry, producing aluminum castings for a wide variety of industries. PPF produces parts and equipment components for a broad spectrum of markets -- from chip-making equipment to drinking fountains. Typical PPF customer applications have included: housings mounting bases, manifolds, valve bodies, door hinges and brackets. The company also has experience in heavy truck manufacturing, semiconductor chip manufacturing equipment, medical and dental equipment manufacturing, construction, utility, packaging machinery and sports equipment industries. Production Pattern filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-51106) on Sept. 20, 2017. In the petition signed by Arlene Cochran, president, the Debtor estimated assets and liabilities of $10 million to $50 million. The case is assigned to Judge Bruce T. Beesley. The Debtor hired Minden Lawyers, LLC, as its bankruptcy counsel and Harris Law Practice LLC as co-counsel. QUALITY CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Quality Construction & Production, LLC (Lead Case) 18-50303 425 Griffin Road Youngsville, LA 70592 Quality Production Management, LLC 18-50304 Traco Production Services, Inc. 18-50305 Quality Acquisition Company, LLC 18-50306 Type of Business: Quality Construction & Production and its subsidiaries operate a group of oilfield service companies in the areas of onshore and offshore fabrication, installation, and production operations in Youngsville, Louisiana, and together employ approximately 850 people. The Company's onshore fabrication services include spool piping, production modules, manifolds, deck extensions, and riser guards and clamps. QCP's offshore services include hook- ups, facilities maintenance/upgrades, compressor installations and field welding. Quality Construction was founded by Nathan Granger and Troy Collins in 2001. Chapter 11 Petition Date: March 16, 2018 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtors' Counsel: Tom E. St. Germain, Esq. WEINSTEIN & ST. GERMAIN 1414 NE Evangeline Thrwy. Lafayette, LA 70501 Tel: (337) 235-4001 Fax: (337) 235-4020 Debtors' Noticing & Claims Agent: DONLIN, RECANO & COMPANY Web site: https://www.donlinrecano.com/Clients/qc/Dockets Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petitions were signed by Nathan Granger, president. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/lawb18-50303.pdf http://bankrupt.com/misc/lawb18-50304.pdf http://bankrupt.com/misc/lawb18-50305.pdf http://bankrupt.com/misc/lawb18-50306.pdf A. List of Quality Construction & Production, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Accurate NDE & Inspection, LLC Money Due $261,062 P.O. Box 81755 Lafayette, LA 70598-1755 Acme Truck Line Money Due $155,545 Advantage Resourcing Money Due $61,506 Atlantic Pacific Money Due $108,061 Equipment, Inc Brace Integrated Money Due $803,408 Services, Inc 14950 Heathrow Forest Parkway Suite 150 Houston, TX 77032 Brock Services, Ltd Money Due $178,699 Buckhorn Rentals, LLC Money Due $142,245 Gas & Supply Money Due $97,614 HB Rentals Money Due $85,594 Integrity Rentals Money Due $338,519 P.O. BOX 339 Cade, LA 70519 Marco Group International Money Due $85,699 National Welding Supply Money Due $163,046 Neff Rental Money Due $101,753 Nondestructive & Money Due $69,528 Visual Inspect Offshore Service & Money Due $350,608 Supply, LLC P.O. Box 3307 Lafayette, LA 70502 Redfish Rentals, Inc Money Due $112,553 Traco Production Services Inc Money Due $725,696 425 Griffin Road Youngsville, LA 70592 United Rentals Money Due $85,858 Vermeer Texas-Louisiana Money Due $67,899 Whitco Supply Money Due $955,644 200 N. Morgan Ave. Broussard, LA 70518 B. List of Quality Production Management's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Action Specialties, Inc Money Due $706 Administrative Compliance Service Money Due $133 AHS Walk-In Clinic Inc Money Due $1,002 Complete Safety Money Due $615 Solutions, LLC Compliance Money Due $1,467 Background Screening EFTPS Money Due $70 Enterprise Holdings, LLC Money Due $98 Falck Safety Services Money Due $262 G&J Land & Marine Food Dis. Money Due $22,319 Howard Risk Advisors Money Due $111 Just Print It, LLC Money Due $2,201 M&A Safety Services, LLC Money Due $630 Mobile Monitoring Money Due $103 Pecos Tire Money Due $3,895 Peregrine Corporation Money Due $412 Quality Production & Construction Money Due $479,887 425 Griffin Road Youngsville, LA 70592 RLC, LLC Money Due $133,585 Traco Production Services Money Due $12,174 Visa Money Due $6,521 Wright Express Money Due $3,724 C. List of Traco Production Services, Inc's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ A & B Valve & Piping Systems Money Due $116,520 Cajun Metals LLC Money Due $97,798 CED Money Due $204,314 Code Compliance Inspection LLC Money Due $112,867 Deep South Crane & Rigging Money Due $58,552 Emerson Process Mgmt Money Due $77,971 Industrial Piping Specialists Money Due $268,311 Post Office Box 581270 Tulsa, OK 74158-1270 Infinity Valve & Supply Money Due $71,302 Louisiana Valve Source, LLC Money Due $262,161 Post Office Box 932276 Norcross, GA 30093-2276 National Oilwell Varco, L.P. Money Due $56,856 Ni Welding Supply, LLC Money Due $77,472 Norriseal -Well Mark, Inc. Money Due $220,522 Quality Constr & Prod LLC Money Due $2,638,662 425 Griffin Road Youngsville, LA 70592 Rexel Money Due $86,244 Specialty Equipment Sales Money Due $82,266 Tex-Fab Inc. Money Due $135,515 The Gauge House, LLC Money Due $320,917 Post Office Box 80426 Lafayette, LA 70598 Vega Americas Inc. Money Due $117,867 Whitco Supply Money Due $666,340 200 N. Morgan Avenue Broussard, LA 70518 Wholesale Electric Supply Money Due $89,626 REEVES DEVELOPMENT: Seeks Court OK of Liquidation Plan Modification ------------------------------------------------------------------- Reeves Development, LLC, filed a motion asking the U.S. Bankruptcy Court for the Western District of Louisiana to approve the immaterial modification of the Louisiana Department of Revenue's claim treatment in the fifth amended plan of liquidation. The modification proposed modifies only the Plan language as to the claim of LDR and attempts to satisfy the Amended Objection to Confirmation of Fifth Amended Plan of Reorganization and as Proposed to be Immaterially Modified filed by LDR on Feb. 26, 2018. The modification does not impact Plan payments on other creditors. The Debtor also proposes that its Plan be further modified by substituting for the following language in Section 2.1.4: "Interest shall be compounded at the IRS 662.1 Rate for the month the Plan is confirmed," the following language: "Interest shall be calculated and compounded at the applicable non-bankruptcy rate as of the month of the Plan." About Reeves Development Reeves Development Company, LLC, a commercial and residential real estate developer, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012. The closely held developer was founded in 1998 by Charles Reeves Jr., its sole owner. Reeves Development has about 80 employees and generates about $40 million in annual revenue, according to its Web site. Bankruptcy Judge Robert Summerhays oversees the case. Arthur A. Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana, serves as counsel to the Debtor. Reeves Development scheduled assets of $15,454,626 and liabilities of $20,156,597 as of the Petition Date. Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case No. 12-21009) also sought court protection. REMINGTON OUTDOOR: Lenders Move Bankruptcy Filing to March 19 ------------------------------------------------------------- Remington Outdoor Company, Inc., disclosed that on March 15, 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 certain 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 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 19, 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. Specifically pursuant to the Amendment to the Restructuring Support Agreement, the Lenders agree to give Remington until: -- 11:59 p.m. (prevailing Eastern Time) on March 16, 2018, to commence solicitation of a prepackaged bankruptcy plan; -- 11:59 p.m. (prevailing Eastern Time) on March 19, 2018, to commence Chapter 11 Cases; and -- 11:59 p.m. (prevailing Eastern Time) on March 20, 2018, to file the Plan, the Disclosure Statement, and the 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. RENTECH WP: Plan Confirmation Hearing Set for April 4 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will consider approval of the Chapter 11 plan of liquidation for Rentech WP U.S. Inc. and Rentech, Inc. at a hearing on April 4. The hearing will be held at 10:00 a.m. (EST) at Courtroom No. 6. The court will also consider at the hearing final approval of the company's disclosure statement, which it approved on an interim basis on Feb. 12. The order set a March 28 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. Under the latest plan, creditors holding Class 3 general unsecured claims will recover 43% to 84% of their allowed claims. The total amount of allowed claims is estimated at $24.3 million, according to the companies' latest disclosure statement. The companies' original plan estimated that general unsecured creditors would recover up to 70% of their claims. The official committee of unsecured creditors and Firehunt, Inc., and The Price Companies Inc. filed separate objections to the adequacy of the Disclosure Statement. A copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/deb17-12958-232.pdf About Rentech Inc. and Rentech WP U.S. Rentech, Inc., is an owner and operator of wood fibre processing and wood pellet production businesses. Rentech, Inc., and its subsidiary Rentech WP U.S., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 17-12959 and 17-12958) on Dec. 19, 2017. The purpose of the bankruptcy filing is to seek to sell the assets of the Company's Fulghum Fibres and New England Wood Pellet subsidiaries and facilitate an orderly wind-down of Rentech Inc. The cases are jointly administered under Case No. 17-12958 and are assigned to Judge Christopher S. Sontchi. At the time of the filing, Rentech WP U.S. estimated assets and liabilities of $10,000,001 to $50 million. The Debtors are represented by Young Conaway Stargatt & Taylor, LLP and Latham & Watkins LLP. Prime Clerk LLC is the Debtors' claims and noticing agent. On January 3, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its bankruptcy counsel; Whiteford, Taylor & Preston LLC as Delaware counsel; and Teneo Capital LLC as investment banker and financial advisor. REX ENERGY: Will Sell Non-Core Assets to XPR for $17.2 Million -------------------------------------------------------------- Rex Energy Corporation has entered into a purchase and sale agreement with XPR Resources, LLC pursuant to which the Company has agreed to sell to XPR certain of its non-operated oil and gas interests in Westmoreland, Centre and Clearfield Counties, Pennsylvania, along with associated production and other ancillary assets. The effective date for the transactions under the PSA is Jan. 1, 2018. Rex Energy expects to receive net proceeds at closing of approximately $17.2 million (subject to customary closing and post-closing adjustments). The assets that are being divested are non-core and were not included in the Company's future development plans. Included in the sale are 61 gross wells in Westmoreland, Centre and Clearfield Counties in Pennsylvania; the assets are currently producing approximately 8.2 Mmcf/d. The transactions are expected to close within 15 days, subject to the satisfaction of customary closing conditions and receipt of required consents and approvals. SunTrust Robinson Humphrey, Inc. acted as exclusive financial advisor to the Company on this transaction. About Rex Energy Corporation Headquartered in State College, Pennsylvania, Rex Energy -- http://www.rexenergy.com/-- is an independent oil and gas exploration and production company with its core operations in the Appalachian Basin. The company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio. Rex Energy reported a net loss of $176.7 million for the year ended Dec. 31, 2016, a net loss of $361.0 million for the year ended Dec. 31, 2015, and a net loss of $42.65 million for the year ended Dec. 31, 2014. As of Sept. 30, 2017, Rex Energy had $896.8 million in total assets, $939.9 million in total liabilities and a total stockholders' deficit of $43.03 million. * * * In April 2016, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Rex Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's announcement that it has closed an exchange offer to existing holders of its 8.875% and 6.25% senior unsecured notes for a new issue of 8% senior secured second-lien notes due 2020 (not rated) and shares of common equity," said Standard & Poor's credit analyst Aaron McLean. REX Energy carries a 'Ca' Corporate Family Rating from Moody's Investors Service. "The downgrade reflects the poor overall recovery prospects as indicated by REXX's PV-10 value. The negative outlook is driven by the weak commodity price environment, specifically in natural gas pricing, which could further erode REXX's recovery value," commented Sreedhar Kona, Moody's senior analyst, as reported by the TCR on April 5, 2016. RICHARD ELBERT: U.S. Trustee Forms 2-Member Committee ----------------------------------------------------- The U.S. Trustee for Region 12 on March 14 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Richard Elbert. The committee members are: (1) Bird Island Soil Service 511 Oak Ave. Bird Island, MN 55360 Contact Person: Brad Aaseth Phone: 320-365-3655 Email: bradbiss@birdislandmn.com (2) Chippewa Valley Bean Co. N2960 730th St. Menomonie, WI 54751 Contact Person: Thomas Kwak Phone: 715-664-8342 Email: tfxkwak@cvbean.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Mr. Elbert is represented by: Erik A. Ahlgren, Esq. Ahlgren Law Office 220 West Washington Avenue, Suite 105 Fergus Falls, MN 56537 Phone: 218-998-2775 / 218-998-2775 Email: erikahlgren@charter.net About Richard Elbert Richard Elbert sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-40405) on February 14, 2018. The Debtor is represented by Erik A. Ahlgren, Esq., at Ahlgren Law Office. RIEDESEL ENGINEERING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Riedesel Engineering, Inc. fdba Surveyors West 850 E. Franklin Rd. Ste. 408A Meridian, ID 83642 Business Description: Riedesel Engineering -- http://www.riedeseleng.com-- provides engineering services for communities throughout the Northwest. Riedesel Engineering is a muti-disciplined engineering firm specializing in transportation, municipal, airport, land survey, land development and construction services. The Company has offices in Lewiston, Meridian and Twin Falls. Chapter 11 Petition Date: March 15, 2018 Court: United States Bankruptcy Court District of Idaho (Boise) Case No.: 18-00288 Judge: Hon. Jim D Pappas Debtor's Counsel: Holly Roark, Esq. ROARK LAW OFFICES 950 Bannock St. Ste. 1100 Boise, ID 83702 Tel: (208) 536-3638 Fax: (208) 536-3638 Email: holly@roarklawboise.com Debtor's Special Litigation Counsel: RACINE OLSON NYE & BUDGE, CHARTERED Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin G. Gergen, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/idb18-00288.pdf ROBERT STEELHAMMER: Selling Galveston Condo Units & Ford F350 Truck ------------------------------------------------------------------- Robert H. Steelhammer asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of (a) two condominiums: (i) located at 801 E. Beach Drive, Unit TW0806, Galveston, Texas ("Palisade Palms Unit") to; and (ii) located at 1401 E. Beach Drive, Unit 914, Galveston, Texas ("Galvestonian Unit"); and (b) 2011 Ford F350 Truck, VIN 1FT8W3BT2BEC19669. Objections, if any, must be filed within 21 days from the date the Motion was served. Both pre- and post- petition, the Debtor's estate has generated positive monthly net income, mainly as a result of the regular passive income he receives from his business interests. The Debtor's main assets are: (i) 60% interest in Steelhammer Waste Service, LP, which in turn owns 10% of Delta Waste Services, LP, 15% of Lone Star Disposal Services, LP, and 15% of Tanner Road Facility, LP; (ii) 50% of Gonzales Ranch LLC (his wife, Judith Steelhammer, owns the other 50%), a 1117 acre ranch in Gonzales County, Texas; (iii) 136,980 shares of Prosperity Bancshares; (iv) Consultants International Services, LP, which owns 20% of Advantage Energy Joint Venture ("AEJV") and approximately 18% of Red River Compression, LLC; (v) the two condominiums in Galveston with combined equity of approximately $650,000; and (vi) 50% of the law practice known as Steelhammer & Miller, P.C. The Debtor also owns a 2011 Ford F350 Truck that can be sold quickly and is not needed at the ranch or for his personal use. He filed bankruptcy because he was facing the possibility of multiple judgments against him that in the aggregate that exceeded the value of his non-exempt assets. Moreover, the obligations underlying these judgments and potential judgments are obligations that are shared by AEJV itself, the other partners of AEJV, and are secured to various degrees by property of AEJV and property of Larry Martin, one of the AEJV partners. By the Motion, the Debtor asks approval for the proposed sales of the two condominiums in Galveston, Texas, one that is used for private use and one that is rented out. The condominium for private use is the Palisade Palms Unit. It is used by Debtor and his wife on a regular basis. Bank of Texas has an oversecured mortgage lien against the condominium for the balance of the mortgage or approximately $335,000. For 2017, the condominium had an appraised value of $838,370 according to Galveston County. The Debtor's equity in the condominium is approximately $500,000. The rental condominium is the Galvestonian Unit. The costs associated with owning and maintaining the condominium exceeds the rentals received. Citi Mortgage has an oversecured mortgage lien against the rental condominium for the balance of the mortgage or approximately $176,000. For 2017, the rental condominium had an appraised value of $326,150 according to Galveston County. Therefore, the Debtor's equity in the rental condominium is approximately $150,000. The Debtor intends to employ real estate broker, Texas Coast Realty, LLC, to sell both condominiums, which will generate significant proceeds for the estate as well as reduce estate expenses and carrying costs. The Debtor also asks approval for the proposed sale of his 2011 Ford F350 Truck. He and his wife are the only persons with an interest in the Truck. The Truck has mileage of approximately 75,000. The Debtor estimates that the Truck has a market value of $15,000. First, in the Debtor's business judgment, the proposed sale of the condominiums will help maximize or realize the full value of the two properties for the benefit of the estate and its creditors. In addition, the proposed sale will also reduce the monthly expenses associated with the condominiums, which include property taxes, insurance, maintenance, homeowner's association dues, and accruing interest. He believes that it's likely the two condominiums will sell for more than their combined appraised values of $1.1 million. The proceeds of the sales will be used to pay Bank of Texas and Citi Mortgage, the mortgage holders, as well as the real property taxes owed on the properties. Second, the sale of the Truck will generate funds of approximately $15,000 that can then be used for the benefit of the estate and its creditors. The sale of the Truck will also reduce the monthly expenses related to the Truck (e.g., auto insurance). The Debtor has concluded that the sales of the condominiums and the Truck are sound business decisions because they will preserve the value of the estate for the benefit of creditors. Moreover, the proposed sales will generate funds that can be used to fund a plan of reorganization. The amount at which the condominiums will be sold, respectively, are greater than the aggregate amount of all the liens against each condominium. Again, both Bank of Texas' and Citi Mortgage's mortgage liens are substantially oversecured. The Debtor proposes that the sale of the Palisades Palms Unit be free and clear of all liens and interests in the property and from the sales proceeds derived from the sale of the Palisade Palms Unit the following be paid at closing: (i) normal and customary closing costs charged to the seller; (ii) real estate commissions pursuant to the listing agreements submitted to the Court with the Application to Approve Employment of Professional Real Estate Broker; (iii) real estate taxes due and owing on the property, as well as the Debtor's pro-rata share of 2018 property taxes; (iv) all amounts due and owing under the mortgage loan to Bank of Texas; and (v) all amounts due and owing to the applicable condominium association for fees and/or assessments. Any and all other liens or charges against the property will attach to the net proceeds after the above obligations are paid at closing. The Debtor proposes that the sale of the Galvestonian Unit be free and clear of all liens and interests in the property and from the sales proceeds derived from the sale of the Galvestonian Unit the following be paid at closing: (i) normal and customary closing costs charged to the seller; (ii) real estate commissions pursuant to the listing agreements submitted to the Court with the Application to Approve Employment of Professional Real Estate Broker; (iii) real estate taxes due and owing on the property, as well as the Debtor's pro-rata share of 2018 property taxes; (iv) all amounts due and owing under the mortgage loan to Citi Mortgage; and (v) all amounts due and owing to the applicable condominium association for fees and/or assessments. Any and all other liens or charges against the property will attach to the net proceeds after the above obligations are paid at closing. Finally, the Truck will be sold free and clear of any liens as the Debtor holds clear title to the Truck. The Debtor's proposed sales of the two condominiums and the Truck will maximize and preserve the estate's property for the benefit of the creditors of the estate. Proposed Counsel for Debtor: Walter J. Cicack, Esq. HAWASH CICACK & GASTON LLP 3401 Allen Parkway, Suite 200 Houston, TX 77019 Telephone: (713) 658-9001 Facsimile: (713) 658-9011 Robert H. Steelhammer is a practicing attorney and businessman who, directly and indirectly, owns interests in multiple businesses and real estate properties. The Debtor sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-30385) on Jan. 31, 2018. He tapped Walter J. Cicack, Esq., at Hawash Cicack & Gaston LLP as counsel. SAEXPLORATION HOLDINGS: BlueMountain Has 16.2% Stake as of March 6 ------------------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of SAExploration Holdings, Inc. as of March 6, 2018: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ---------- BlueMountain Capital Management, LLC 2,409,106 16.2% BlueMountain GP Holdings, LLC 1,976,336 13.3% BlueMountain Long/Short Credit GP, LLC 80,647 0.5% BlueMountain Guadalupe Peak Fund L.P. 80,647 0.5% BlueMountain Kicking Horse Fund GP, LLC 61,411 0.4% BlueMountain Kicking Horse Fund L.P. 61,411 0.4% BlueMountain Timberline Ltd. 59,405 0.4% BlueMountain Summit Opportunities GP II 160,171 1.1% BlueMountain Summit Trading L.P. 160,171 1.1% BlueMountain Montenvers GP S.a r.l. 373,365 2.5% BlueMountain Montenvers Master 373,365 2.5% Fund SCA SICAV-SIF All percentages are based on the Issuer's 14,913,837 shares of Common Stock, outstanding as of March 8, 2018, as set forth in the Form 8-K filed by the Issuer on March 8, 2018. On March 5, 2018, an amendment to the Issuer's certificate of incorporation increased the number of authorized shares of Common Stock from 55,000,000 to 200,000,000 and authorized the issuance of a number of shares of Common Stock in an amount up to 92.76% of the outstanding shares of Common Stock, on a fully diluted basis as of the closing of the 2018 Exchange Offer (approximately 131,292,475 shares) became effective as a result of the required shareholder approval. On March 6, 2018, the Issuer issued 4,491,674 shares of Common Stock and on March 8, 2018, the Issuer issued 14,098,370 Series D Warrants to purchase shares of Common Stock with terms identical to those of the Series C Warrants in connection with a mandatory conversion of the Series B Preferred Stock. As a result of the mandatory conversion, the Issuer converted all outstanding shares of the Series B Preferred Stock into shares of Common Stock and/or Series D Warrants, upon which each holder of Series B Preferred Stock received, for each share of Series B Preferred Stock being converted, a number of shares of Common Stock and/or a number of Series D Warrants, in aggregate equal to the conversion rate. The initial conversion rate for the Series B Preferred Stock is 21.7378 shares of Common Stock, or, if a warrant election is made, 21.7378 Series D Warrants (with shares of Common Stock or Series D Warrants, as applicable, issued in whole integral multiples, rounded down in lieu of any fractional shares or warrants, as applicable), per share of Series B Preferred Stock. The BlueMountain Funds, elected to receive solely Series D Warrants. The BlueMountain Funds received an aggregate of 4,734,992 Series D Warrants. Each Series D Warrant is immediately exercisable by the holder for one share of Common Stock at a price equal to $0.0001. The Series D Warrants are also exercisable at the option of the Issuer in connection with a full redemption of the Series A Preferred Stock or upon a change of control of the Issuer. At all times a holder of Series D Warrants, who is not a beneficial owner of 10% or more of the outstanding Common Stock, may exercise only up to that number of Series D Warrants so that, upon exercise, the aggregate beneficial ownership of Common Stock of such holder and all persons affiliated with such holder, is not more than 9.99% of Common Stock then outstanding (other than in connection with a change of control of the Issuer). A full-text copy of the regulatory filing is available at: https://is.gd/n7rdt8 About SAExploration Holdings Based in Houston, Texas, SAExploration Holdings, Inc. -- http://www.saexploration.com/-- is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in remote and complex environments throughout Alaska, Canada, South America, Southeast Asia and West Africa. SAExploration reported a net loss attributable to the Company of $40.75 million for the year ended Dec. 31, 2017, compared to a net loss attributable to the Company of $25.03 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, SAExploration had $141.93 million in total assets, $142.12 million in total liabilities and a total stockholders' deficit of $189,000. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same time, S&P lowered the issue-level rating on the company's senior secured notes to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. Following the rating action, S&P withdrew the corporate credit and issue-level ratings at the company's request. Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. Moody's withdrew the rating for its own business reasons, as reported by the TCR on Sept. 13, 2016. SALEM CITY: Moody's Affirms Ba3 GOULT Rating; Outlook Still Neg. ---------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 underlying rating on the City of Salem, New Jersey's outstanding GOULT debt. Concurrently, Moody's has affirmed the Baa1 MQP enhanced rating on certain series of rated debt. The underlying outlook remains negative and the enhanced outlook remains stable. RATINGS RATIONALE The Ba3 underlying rating reflects the extremely high leverage caused by the city's large and probably unaffordable guaranty for debt issued to fund an office building project. The rating also reflects limited tax base and weak resident wealth and income. The Baa1 enhanced rating reflects the enhancement provided by the MQP, a state aid intercept program, and is notched once off the State of New Jersey's (A3 stable) rating. Coverage on the enhanced debt by state aid is more than sum sufficient. RATING OUTLOOK The negative underlying outlook reflects the lack of progress in restructuring the guaranteed project in a way which would render it self-supporting. The outlook also reflects the material decline in population and tax base. The stable outlook assigned to the enhanced qualified bond ratings is directly linked to the state's stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE/REMOVAL OF THE NEGATIVE OUTLOOK Long-term prospects for city-guaranteed debt to become permanently self-sustaining Demonstrated ability to meet GO guaranty if called in full Significant and sustained improvement in liquidity and Current Fund balance Material improvements in the city's resident wealth and income FACTORS THAT COULD LEAD TO A DOWNGRADE Deterioration in Current Fund balance and/or cash reserves Material declines in the tax base or resident wealth and income Loss of tenant or increase in costs leading to large call on city GO guaranty Demonstration of a lack of willingness to meet GO guaranty if called Absence of positive development which would tend to render the city-guaranteed debt self-sustaining LEGAL SECURITY The city's bonds are secured by the its general obligation unlimited tax pledge. The series 2012 bonds are additionally enhanced by the State of New Jersey's Municipal Qualified Program. PROFILE Salem is the county seat of Salem County (A1 negative). It is located in the southwestern part of the state along across the Delaware River from the State of Delaware (Aaa stable). The city has a population of approximately 5,000. SAMUEL WYLY: Selling Audubon & Additional Assets Through Jewel Box ------------------------------------------------------------------ Samuel Evans Wyly asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of (i) the Audubon estate sale item; and (ii) all his right, title, and interest of the estate in and to the Debtor-owned estate sale items at an estate sale to be conducted by The Jewel Box, Inc. The Debtor, in consultation with his advisors, has made the business decision to seek to sell certain items by estate sale in a manner that would maximize their value for the benefit of the estate. As a result, he thoughtfully engaged in a process to vet and ultimately select an estate sale agent the Debtor identified three highly-respected estate sale agents from whom to solicit proposals. The estate sale agents recommended utilizing a high-end private residence in the Highland Park area to best maximize exposure and return on the Estate Sale Items. The Debtor identified the home located at 4945 Crooked Lane, Dallas, Texas to use for the Estate Sale. Ultimately, one of the three estate sale agents withdrew from consideration, and the Debtor chose Jewel Box based on its reputation and its ability to conduct an estate sale at least a month earlier than the other remaining agent. Accordingly, on March 9, 2018, the Debtor filed his Application to Employ The Jewel Box, Inc. as Estate Sale Agent for the Debtor. As the Court is aware, the Debtor previously filed multiple motions asking authority to sell certain fine art, antiques, and other estate property by auction sale, and the Court entered orders approving each of the Auction Sale Motions. The Debtor has now also filed a fourth such motion, which is scheduled for hearing on March 15, 2018. The Debtor now asks relief from the Court similar to that granted in the Auction Orders. First, the Debtor asks that certain property held by Audubon Asset for the benefit of the Debtor and other beneficiaries ("Audubon Estate Sale Item") be consigned to and sold by Jewel Box, at the direction of and with the express consent of the Isle of Man Trustees, at an Estate Sale and in a manner that would maximize the item's value, with the net proceeds to be deposited into the same DAG Escrow Account referenced in the Fourth Estate Sale Motion, subject to the rights and claims of all parties. For the avoidance of doubt, the amounts on deposit in the DAG Escrow Account are completely separate from Dallas Auction Gallery, Ltd. ("DAG")'s operating account. Second, he asks authorization for Jewel Box to sell certain additional items owned by the Debtor ("Debtor-Owned Estate Sale Items") by Estate Sale and in a manner that would maximize these items' value for the benefit of the Debtor's estate. The Estate Sale Items are set forth on Exhibit A and are identified as owned either by Audubon Asset or by the Debtor. The Debtor asks authorization for Jewel Box to sell certain property listed on Exhibit A and any other property that the Debtor obtains Court approval to sell going forward consistently with the terms of the Jewel Box Application and the Jewel Box Employment Order. The sale will be free and clear of all liens, claims, encumbrances, and other interests, if any, in accordance with Jewel Box's standard procedures. Any such alleged Interest in the Estate Sale Items will attach to the net proceeds of the sale with the same validity (or invalidity), priority, and perfection as existed immediately prior to such sale. An Estate Sale to sell certain of the Estate Sale Items is currently scheduled by Jewel Box (pending the Court's approval) for April 6 to April 8, 2018 at 4945 Crooked Lane, Dallas, Texas. The Estate Sale will be publicized by Jewel Box in accordance with its standard procedures. Within 10 days after Jewel Box has removed all equipment and supplies from the premises of the Estate Sale (such date being April 13, 2018, per the terms of the Estate Sale Agreement), Jewel Box will remit to the Debtor a check for the proceeds of the Debtor-Owned Estate Sale Items from the Estate Sale that it has actually collected and received after deducting its fees. A check for the proceeds of the Audubon Estate Sale Item will be sent to DAG, c/o Scott Shuford, and deposited into the DAG Escrow Account. All net sale proceeds received from the sale of the Debtor-Owned Estate Sale Items at the Estate Sale will be deposited in the Debtor's DIP bank account pending further order of this Court. All net sale proceeds received from the sale of the Audubon Estate Sale Item at the Estate Sale will be deposited in the DAG Escrow Account. Within seven days after receipt by the Debtor of full and final payment of the net sale proceeds from Jewel Box, the Debtor will file a Notice of Sale with the Court detailing the Estate Sale Items sold and the net proceeds received by the estate. The Debtor asks a waiver of the requirement that the identity of the purchaser be disclosed in order to protect any privacy concerns of third parties buying valuable pieces of art via the Estate Sale, as well as to protect any agreements that Jewel Box has with its potential buyers regarding privacy or confidentiality. The Debtor believes that holding the Estate Sale at the time proposed by Jewel Box will minimize the costs associated with selling the Estate Sale Items because the only costs will be (1) storage rental payments for January, February, and March and (2) Jewel Box's 40% commission. Finally, the Debtor asks that the order approving the sale of the Estate Sale Items by Estate Sale be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h) is waived. Because Jewel Box will need to take possession of the Estate Sale Items and begin preparing to sell them at the Estate Sale immediately (including, but not limited to, transporting the Estate Sale Items, displaying them), delaying that process would only hinder Jewel Box in its efforts to maximize the return to the Debtor's estate (and possibly cause the incurrence of an additional monthly rental payment of $3,934 for storage), and waiver of the stay is therefore justified. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Samuel_Wyly_1956_Sales.pdf About Sam Wyly Samuel Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. On Oct. 23, 2014, Dee Wyly filed her voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby initiating her bankruptcy case. On Nov. 10, 2014, the Court ordered "the procedural consolidation and joint administration of the chapter 11 cases of Samuel E. Wyly and Caroline D. Wyly [under] Case No. 14-35043." On Dec. 2, 2014, the Court entered an order appointing an official committee of unsecured creditors in Sam's Case. On Nov. 23, 2016, the Court converted Dee's Case to a case under chapter 7 of the Bankruptcy Code and terminated the joint administration of the bankruptcy cases. Robert Yaquinto, Jr., was subsequently appointed as the chapter 7 trustee to administer Dee Wyly's bankruptcy estate. SANDY CREEK: Bank Debt Trades at 15.67% Off ------------------------------------------- Participations in a syndicated loan under which Sandy Creek Energy Associates is a borrower traded in the secondary market at 84.33 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.60 percentage points from the previous week. Sandy Creek pays 400 basis points above LIBOR to borrow under the $1.025 billion facility. The bank loan matures on November 6, 2020. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. SCHROEDER BROTHERS: Cooperative Credit Opposes Plan Outline ----------------------------------------------------------- Cooperative Credit Company asked the U.S. Bankruptcy Court for the Western District of Wisconsin to deny the disclosure statement, which explains the Chapter 11 plan of reorganization proposed by Schroeder Brothers Farms of Camp Douglas LLP. In a court filing, Cooperative Credit Company complained the proposed treatment of its secured claim is not "fair and equitable," as required by U.S. bankruptcy law. "In the debtor's plan, the debtor proposes to pay creditor's secured claim at a rate of 6.89% per annum over a 25 year payment term," said the company's attorney Robert Ginther, Esq., at Cross, Jenks, Mercer and Maffei, LLP. "That 25 year payment term is far greater than the maturity period of the various notes comprising the secured claim, and is far beyond the contemplation of either of the parties at the time those loans were made, and is not a loan term that otherwise would have been available to the debtor from the creditor under normal financing circumstances," Mr. Ginther said. "As such, the plan does not provide creditor with a value of at least the value of the creditor's interest in the estate's interest in the collateral securing creditor's claims." Schroeder Brothers filed a plan of reorganization, which proposes to make a monthly payment of $3,657.01 to Cooperative Credit Company. According to the company's disclosure statement explaining the plan, Cooperative Credit Company's secured claim is in the approximate amount of $565,466.49 as of march 16, 2017. The claim will be adjusted as a result of accrual of interest, payments made and attorneys' fees added thereto. Until that occurs, the estimated amount of the claims will be amortized over 25 years at the contract rate of 6.89%, with monthly payments in the amount of $3,657.01. Meanwhile, all unsecured claims that were approved by the bankruptcy court will be paid in full, according to the disclosure statement. About Schroeder Brothers Schroeder Brothers Farm of Camp Douglas LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Wis. Case No. 16-13719) on November 2, 2016. The petition was signed by Rocky Schroeder, authorized representative. The case is assigned to Judge Catherine J. Furay. The Debtor is represented by Pittman & Pittman Law Offices, LLC. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $1 million to $10 million. On December 7, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired DeWitt Ross & Stevens S.C. as its bankruptcy counsel. The Debtor filed a disclosure statement explaining its Chapter 11 plan of reorganization, which proposes to pay unsecured creditors in full. A copy of the disclosure statement is available for free at http://bankrupt.com/misc/wiwb16-13719-127.pdf SEADRILL LIMITED: Bank Debt Trades at 14.42% Off ------------------------------------------------ Participations in a syndicated loan under which Seadrill Limited is a borrower traded in the secondary market at 85.58 cents-on-the-dollar during the week ended Friday, March 9, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.84 percentage points from the previous week. Seadrill Limited pays 300 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on February 21, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, March 9. SEANERGY MARITIME: Lowers Net Loss to US$3.2 Million in 2017 ------------------------------------------------------------ Seanergy Maritime Holdings Corp. filed with the Securities and Exchange Commission its annual report on Form 20-F reporting a net loss of US$3.23 million on $74.83 million of net vessel revenue for the year ended Dec. 31, 2017, compared to a net loss of US$24.62 million on US$34.66 million of net vessel revenue for the year ended Dec. 31, 2016. For the quarter ended Dec. 31, 2017, the Company generated net revenues of US$24.3 million, a 123% increase compared to the fourth quarter of 2016. Net loss for the months ended Dec. 31, 2017, was US$116,000 compared to a net loss of US$6.89 million for the three months ended Dec. 31, 2016. As of Dec. 31, 2017, Seanergy Maritime had US$275.70 million in total assets, US$234.39 million in total liabilities and US$41.31 million in total stockholders' equity. Stamatis Tsantanis, the Company's chairman & chief executive officer, stated: "We are pleased to announce our financial results of the fourth quarter and twelve months ended December 31, 2017. During this period we achieved a strong financial performance through increased charter rates. In addition, we improved our balance sheet by reducing our leverage. This performance was largely made possible by the benefits we are starting to realize from the well-timed positioning of Seanergy in the Capesize sector. "During the fourth quarter of 2017, our fleet benefited significantly from the stronger Capesize market rates affirming our commercial strategy. In particular, the daily TCE rate of our Capesize fleet was $18,505, an increase of 152% as compared to the same period last year. For the twelve months ended December 31, 2017, the daily TCE rate of our Capesize fleet was $13,047, an increase of 152% as compared to the same period last year. "Better market fundamentals resulted in a substantial enhancement of our financial performance, as EBITDA amounted to $7.8 million in the fourth quarter of 2017 as compared to negative EBITDA of $1.4 million in the same quarter of 2016. Furthermore in the fourth quarter of 2017, we recorded a marginal net loss of $116 thousand, as compared to a net loss of $6.9 million in the same period of 2016. "During 2017, we further improved our capital structure by reducing our total bank debt by $13.8 million and by increasing our shareholders equity by $10.5 million, an increase of 34% compared to 2016. "In addition, among the accretive transactions that we concluded in 2017, an additional Capesize vessel was acquired, which increased our fleet's DWT to 1.7 million and boosted our revenue by $3.1 million through the vessel's 214 ownership days for the year in question. "Based on the appreciation in vessels' value of our recent Capesize acquisitions, along with the material gain by the refinancing of one of our Capesize vessels, we estimate that the total unrealized capital gains and equity accretion created for our shareholders exceeds $29 million, which is 119% greater than the net proceeds we raised from the capital markets since August 2016. We have a proven ability to execute well-timed accretive acquisitions and I strongly believe that we have created a solid foundation that will allow us to capitalize on the rising market conditions. "Turning to market fundamentals, in 2017 dry bulk charter rates stabilized at higher levels than in previous years, as the Baltic Capesize Index (BCI) averaged about 2,108 points, which is 105% higher than the average level recorded in 2016. Furthermore, as the orderbook for standard size Capesize vessels is currently at historical low levels, we are cautiously optimistic that the limited growth in vessel supply will reflect positively on day-rates and vessel values through 2018 and 2019. Demand is expected to outpace the limited vessel supply in 2018, on the back of a 2.7% projected growth rate for dry bulk trade volumes with growth in seaborne transportation of Capesize commodities expected at 2.4%, while growth in iron ore ton-miles exceeding 4.3%. "As of the date of this release, in the first quarter of 2018, approximately 78% of our Capesize available days are fixed at an average daily rate of approximately $15,920. For comparison purposes, our current Capesize rate is 42% higher than the average Baltic Capesize rate of Q1 2017 and 489% higher than the average Baltic Capesize rate of Q1 2016." Loan Facility - extension of maturity date In January 2018 the Company extended the maturity date of its amended and restated loan facility with Jelco Delta Holdings Corp., an entity affiliated with the Company's principal shareholder, which is dated Nov. 28, 2016. The final maturity date was extended from Jan. 29, 2018 to Jan. 28, 2019. A full-text copy of the Form 20-F is available for free at: https://is.gd/fKSXnu About Seanergy Maritime Athens, Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com/-- is an international shipping company that provides marine dry bulk transportation services through the ownership and operation of dry bulk vessels. The Company currently owns a modern fleet of eleven dry bulk carriers, consisting of nine Capesizes and two Supramaxes, with a combined cargo-carrying capacity of approximately 1,682,582 dwt and an average fleet age of about 8.9 years. The Company is incorporated in the Marshall Islands with executive offices in Athens, Greece and an office in Hong Kong. The Company's common shares and class A warrants trade on the Nasdaq Capital Market under the symbols "SHIP" and "SHIPW", respectively. SEARS HOLDINGS: CEO Edward Lampert Gets Additional 159.6K Shares ---------------------------------------------------------------- As of March 14, 2018, these reporting persons may be deemed to beneficially own shares of common stock of Sears Holdings Corporation: Number of Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ---------------- ----------- ESL Partners, L.P. 63,888,004 56.7% SPE I Partners, LP 150,124 0.1% SPE Master I, LP 193,341 0.2% RBS Partners, L.P. 64,231,469 57.0% ESL Investments, Inc. 64,231,469 57.0% Edward S. Lampert 64,231,469 54.0% In a grant of shares of Holdings Common Stock by Holdings on Feb. 28, 2018, pursuant to the Extension Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 159,575 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as chief executive officer, and no cash consideration was paid by Mr. Lampert in connection with the receipt of those shares of Holdings Common Stock. Second Amended A&R Loan Agreement On March 8, 2018, Holdings, through Sears, Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc. and Troy Coolidge No. 13, LLC, entities wholly-owned and controlled, directly or indirectly by Holdings, entered into a Second Amendment to the Second A&R RE Loan Agreement, with the RE Loan Lenders. Pursuant to the 2nd Second A&R RE Loan Amendment, the Amended Second A&R RE Loan Borrowers borrowed an additional $100 million from the RE Loan Lenders. After giving effect to the RE Incremental Loan, the aggregate principal amount outstanding under the Amended Second A&R RE Loan Agreement was $621.9 million. The RE Incremental Loan matures on July 20, 2020. The RE Incremental Loan will have an annual interest rate of LIBOR plus 9.00%, with accrued interest payable monthly. In addition to the RE Incremental Loan, as of March 5, 2018, under the Amended Second A&R RE Loan Agreement there are $379.2 million aggregate principal amount of outstanding loans maturing July 20, 2020, for which the interest rate was increased to LIBOR plus 9.00% in connection with the 2nd Second A&R RE Loan Amendment, as well as $142.7 million aggregate principal amount of outstanding loans maturing April 23, 2018 (subject to extension to July 6, 2018), for which the interest rate remains 11.0%. As with the existing loans under the Amended Second A&R RE Loan Agreement, the RE Incremental Loan is guaranteed by Holdings and is currently secured by a first priority lien on certain real properties owned by the Amended Second A&R RE Loan Borrowers. No upfront or funding fees will be paid in connection with the RE Incremental Loan. The Amended Second A&R RE Loan Agreement includes certain representations and warranties, indemnities and covenants, including with respect to the condition and maintenance of the real property collateral. The Amended Second A&R RE Loan Agreement has certain events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the RE Loan Lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have under the Amended Second A&R RE Loan Agreement and related documents (including against the collateral), and require the Amended Second A&R RE Loan Borrowers to pay a default interest rate equal to the greater of (i) 2.5% in excess of the base interest rate and (ii) the prime rate plus 1%. On March 9, 2018, certain affiliates of the Reporting Persons delivered their confirmation of book-entry transfer to Computershare Trust Company, N.A., as the exchange agent, to participate in the private exchange offerings by Holdings by tendering all of their 8% Senior Unsecured Notes Due 2019 and 6 5/8% Senior Secured Notes Due 2018 in exchange for a like principal amount of Senior Unsecured Convertible PIK Toggle Notes and Senior Secured Convertible PIK Toggle Notes, respectively. On Feb. 15, 2018, Holdings commenced the Exchange Offers for its outstanding 2019 Notes and 2018 Notes, and certain affiliates of the Reporting Persons expressed an intention to participate in the Exchange Offers and, in connection therewith, consent to an amendment to the Indenture governing the 2018 Notes. Subject to the consummation of the Exchange Offers and the effectiveness of the proposed amendment to the Indenture governing the 2018 Notes, Holdings and ESL expressed a mutual intention to amend the Second Lien Credit Agreement to provide that interest on the Second Lien Term Loan may be paid in kind and that Holdings' obligations thereunder may be exchanged for Holdings Common Stock on the same terms as the notes being privately offered in the Exchange Offers for the 2018 Notes. These affiliates of the Reporting Persons may withdraw their tender of the 2019 Notes and 2018 Notes at any time until the expiration of the Exchange Offers at 11:59 p.m., New York City time, on March 15, 2018, unless extended or earlier terminated by Holdings. There can be no assurance that any of the Reporting Persons or their affiliates will participate in the Exchange Offers, consent to an amendment to the Indenture governing the 2018 Notes, or approve an amendment to the Second Lien Credit Agreement. On March 14, 2018, Holdings, through SRC O.P. LLC, SRC Facilities LLC and SRC Real Estate (TX), LLC, entities wholly-owned and controlled, directly or indirectly by Holdings, entered into a Credit Agreement with the lenders party thereto, UBS AG, Stamford Branch, LLC, as administrative agent, and UBS Securities LLC, as lead arranger and bookrunner. The 2018 Credit Agreement provides for a $200 million term loan that is secured by the 2018 Secured Loan Borrowers' interests in 138 real properties that were released from a ring-fence arrangement with the Pension Benefit Guaranty Corporation. On March 14, 2018, Holdings, through SRC Sparrow 2 LLC, an entity wholly-owned and controlled indirectly by Holdings, entered into a Mezzanine Loan Agreement with JPP, LLC and JPP II, LLC, as lenders, and JPP, LLC, as administrative agent. The Mezzanine Loan Agreement provides for a $240 million term loan that is secured by a pledge of the equity interests in SRC O.P. LLC, the direct parent company of the entities that own the 138 real properties that secure the obligations of the 2018 Secured Loan Borrowers under the 2018 Credit Agreement. The Mezzanine Loan Agreement contains an uncommitted accordion feature pursuant to which the Mezzanine Loan Borrower may incur additional loans of not more than $200 million in aggregate, subject to certain conditions set forth in the Mezzanine Loan Agreement and the 2018 Credit Agreement, including that the Additional Mezzanine Loans shall not exceed an amount equal to the principal amount of the 2018 Secured Loan repaid by the 2018 Secured Loan Borrowers. The Mezzanine Loan bears interest at an annual interest rate of LIBOR plus 11.0%, with accrued interest payable monthly during the term of the Mezzanine Loan. The Mezzanine Loan matures on July 20, 2020. The Mezzanine Borrowers paid an upfront commitment fee equal to 1.8% of the principal amount of the Mezzanine Loan. The Mezzanine Loan is guaranteed by Holdings and the same subsidiaries that guarantee the 2018 Secured Loan. To the extent permitted under other debt of Holdings or its affiliates, the Mezzanine Loan may be prepaid at any time in whole or in part, without penalty or premium. Following repayment in full of the 2018 Secured Loan, the Mezzanine Loan Borrower is required to apply the net proceeds of the sale of any real property that served as collateral for the 2018 Secured Loan to repay the Mezzanine Loan. The Mezzanine Loan Agreement includes certain representations and warranties, indemnities and covenants, including with respect to the condition and maintenance of the related real property. The Mezzanine Loan Agreement has certain events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the Mezzanine Loan Lenders may declare all or any portion of the outstanding Mezzanine Loan to be immediately due and payable, exercise any rights they might have (including against the equity interests pledged as collateral), and require the Mezzanine Loan Borrower to pay a default interest rate of 2.0% in excess of the base interest rate. A full-text copy of the regulatory filing is available at: https://is.gd/iTMCGt About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $2.22 billion in 2016, a net loss of $1.12 billion in 2015 and a net loss of $1.81 billion in 2014. As of Oct. 28, 2017, Sears Holdings had $8.19 billion in total assets, $12.20 billion in total liabilities and a total deficit of $4 billion. * * * In January 2018, Fitch Ratings downgraded the Long-Term Issuer Default Ratings (IDRs) on Sears Holdings Corporation, Sears Roebuck Acceptance Corp. (SRAC) and Kmart Corporation to 'C' from 'CC' following the company's announcement that it has commenced an exchange of various tranches of debt held at these entities. Fitch also downgraded the second-lien secured notes of Holdings to 'CC'/'RR3' from 'CCC+'/'RR1'. The TCR also reported on Jan. 26, 2018, that S&P Global Ratings lowered its corporate credit rating on Sears Holdings Corp. to 'CC' from 'CCC-'. The downgrade follows Sears' announced offer to exchange some of its notes (8% senior unsecured notes due 2019 and the 6.625% senior secured notes due 2018) and amend the terms of its credit agreement for its second-lien term loan. S&P said, "We would treat the proposed transactions, if completed, as tantamount to a default. We base this on our view that the PIK option and maturity extension differs from the original promise on the debt issues and represents a distressed exchange under our criteria." In January 2018, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'. Sears' Ca rating reflects the company's announced pursuit of debt exchanges to extend maturities and its sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SEARS HOLDINGS: Posts Fourth Quarter Net Income of $182 Million --------------------------------------------------------------- Sears Holdings Corporation announced financial results for its fourth quarter and full year ended Feb. 3, 2018. As a supplement to this announcement, a presentation, pre-recorded conference call and audio webcast are available at its website http://searsholdings.com/invest In summary, the Company reported the following: * Generated positive Adjusted EBITDA during the fourth quarter of 2017 with year-over-year improvement of $63 million; * Completed secured loan in connection with the previously announced PBGC transaction which unlocks nearly $980 million of appraised asset value; and * Expect to report year-over-year Adjusted EBITDA improvement in the first quarter of 2018 as it continues to focus on liquidity required to effectuate its transformation. Net income attributable to Holdings' shareholders was $182 million ($1.69 earnings per diluted share) for the fourth quarter of 2017, which included a non-cash tax benefit of approximately $470 million related to tax reform, as well as a non-cash accounting charge of $72 million related to the impairment of the Sears trade name. This compares to a net loss attributable to Holdings' shareholders of $607 million ($5.67 loss per diluted share) for the prior year fourth quarter, which also included a non-cash accounting charge of $381 million related to the impairment of the Sears trade name. Adjusted EBITDA was $2 million in the fourth quarter of 2017 compared to $(61) million in the prior year fourth quarter. Edward S. Lampert, chairman and chief executive officer of Holdings, said, "We made progress in 2017, with a return to positive Adjusted EBITDA and another quarter of year-over-year improvement in our financial results. We also took the actions necessary to increase our liquidity and fund our ongoing transformation of the Company. In addition, we entered important partnerships, such as our agreement to sell Kenmore appliances and related services through Amazon, that broaden the reach of our brands. Finally, we continued to enhance our Shop Your Way ecosystem to offer our members more compelling and uniquely tailored value and shopping experiences." "We also recognize that we need to do more if we are to deliver on our commitment to return to profitability in 2018. We will work to build on the progress we made in 2017, including ongoing actions to improve or close unprofitable stores and to unlock the value in our assets. Importantly, to ensure our long-term viability, we must substantially improve our sales and gross margin performance, including adjustments to our business model," Lampert concluded. Rob Riecker, chief financial officer of Holdings, said, "As we continue with our transformation efforts, Sears Holdings has taken a number of actions to improve financial flexibility and support our operations. In addition to pursuing several transactions to adjust our capital structure in order to enhance our liquidity and financial position, we are taking incremental actions to further streamline our operations to drive profitability, including cost reductions of $200 million on an annualized basis in 2018 unrelated to store closures." Actions undertaken during the fourth quarter of 2017 and into the first quarter of 2018 to provide the Company with additional financial flexibility included: * Extended the maturity of an existing term loan, which originally was to mature in June 2018, to January 2019, with the option to further extend the maturity to July 2019. During the fourth quarter, the Company paid down the Term Loan reducing the outstanding balance to approximately $398 million; * Raised $210 million in new financing in the fourth quarter of 2017, and an additional $40 million subsequent to quarter- end, through a series of financial transactions, supported by ground leases and certain intellectual property, with the ability to raise an additional $50 million against the same collateral; * Amended the borrowing base definition in the indenture relating to the Company's second lien notes, maturing Oct. 15, 2018, to change the advance rate for inventory to 75%, increased from 65%. The amendment also defers the collateral coverage test for purposes of the repurchase offer covenant in such indenture and restarts it with the second quarter of 2018 (such that no collateral coverage event can occur until the end of the third quarter of 2018). The Company has also made corresponding amendments to its second lien credit agreement; * Amended its Domestic Credit Agreement, dated as of July 21, 2015, increasing the size of the general debt basket to $1.25 billion; * Completed a third amendment to the Second Lien Credit Agreement, dated as of Sept. 1, 2016, which increased the maximum aggregate principal of the uncommitted line of credit facility established under the Second Lien Credit Agreement to $600 million and extended the maximum duration of line of credit loans to 270 days; * Secured an additional $100 million incremental real estate loan on March 8, 2018, pursuant to an amendment to the Second Amended and Restated Loan Agreement, dated as of Oct. 18, 2017, with JPP, LLC and JPP II, LLC, entities affiliated with ESL Investments, Inc. The Incremental Loan is secured by the same real estate properties as the 2017 Secured Loan Facility, and certain properties under the previous Incremental Loans outstanding, and matures in July 2020. The Company expects to use the proceeds of the Incremental Loan for general corporate purposes; * Closed on a new secured loan and mezzanine loan, pursuant to which the Company received aggregate gross proceeds of $440 million. The Secured Loan is secured by properties that were previously subject to a ring-fence arrangement with the Pension Benefit Guaranty Corporation, and the Mezzanine Loan is secured by a pledge of the equity interests in SRC O.P. LLC, the direct parent company of the entities that own such properties. Pursuant to the Company's November 2017 agreement with the PBGC, the Company will contribute $407 million of the proceeds into the Sears pension plans, which contribution relieves the Company of contributions to its pension plans for approximately two years (other than a $20 million supplemental payment due in the second quarter of 2018). The Company expects to pay down a substantial portion of the Secured Loan over the next three to six months using proceeds generated from the sale of the underlying properties; and * Commenced private exchange offers for its outstanding 8% Senior Unsecured Notes Due 2019 and 6 5/8% Senior Secured Notes Due 2018 to improve the terms on non-first lien debt. Revenues and Comparable Store Sales The Company follows a retail-based financial reporting calendar. Accordingly, its fourth quarter and fiscal year 2017 results reflect the 14- and 53- week periods ended Feb. 3, 2018, respectively, whereas 2016 contained 13- and 52- weeks for the fourth quarter and year, respectively. The Company generated total revenues of $4.4 billion for the fourth quarter of 2017, compared with total revenues of $6.1 billion for the prior year fourth quarter, with store closures contributing to over half of the decline, partially offset by the inclusion of an additional week of revenues in the fourth quarter of 2017. Total comparable store sales declined 15.6% for the fourth quarter. Kmart comparable store sales declined 12.2%, while Sears comparable store sales declined 18.1%. For the full year, revenues were $16.7 billion in 2017 as compared to revenues of $22.1 billion in the prior year. The decline in revenues included a decrease of approximately $3.2 billion as a result of having fewer Kmart and Sears Full-line stores in operation. For the full year, comparable store sales declined 13.5%, with Kmart comparable store sales declining 11.4% and Sears comparable store sales declining 15.2%. Financial Position At Feb. 3, 2018, the Company had utilized approximately $648 million of its $1.5 billion revolving credit facility due in 2020, consisting of $271 million of borrowings and $377 million of letters of credit outstanding. The amount available to borrow under its credit facility was approximately $69 million, which reflects the effect of our springing fixed charge coverage ratio covenant and the borrowing base limitation in its revolving credit facility, which varies based on its overall inventory and receivables balances. Availability under its general debt basket was approximately $102 million at Feb. 3, 2018. The Company's total cash balances were $336 million at Feb. 3, 2018, including restricted cash of $154 million, compared to $286 million at Jan. 28, 2017. Short-term borrowings totaled $915 million at Feb. 3, 2018, consisting of $271 million of revolver borrowings, $500 million of line of credit loans, and $144 million of borrowings under the incremental real estate loan. Merchandise inventories at Feb. 3, 2018 were $2.8 billion, compared to $4.0 billion at Jan. 28, 2017, while merchandise payables were $0.6 billion and $1.0 billion at Feb. 3, 2018 and Jan. 28, 2017, respectively. Total long-term debt (long-term debt and capital lease obligations) was $3.2 billion and $4.2 billion at Feb. 3, 2018 and Jan. 28, 2017, respectively. A full-text copy of the press release is available for free at: https://is.gd/5wqhND About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $2.22 billion in 2016, a net loss of $1.12 billion in 2015 and a net loss of $1.81 billion in 2014. As of Oct. 28, 2017, Sears Holdings had $8.19 billion in total assets, $12.20 billion in total liabilities and a total deficit of $4 billion. * * * In January 2018, Fitch Ratings downgraded the Long-Term Issuer Default Ratings (IDRs) on Sears Holdings Corporation, Sears Roebuck Acceptance Corp. (SRAC) and Kmart Corporation to 'C' from 'CC' following the company's announcement that it has commenced an exchange of various tranches of debt held at these entities. Fitch also downgraded the second-lien secured notes of Holdings to 'CC'/'RR3' from 'CCC+'/'RR1'. In January 2018, S&P Global Ratings lowered its corporate credit rating on Sears Holdings Corp. to 'CC' from 'CCC-'. The downgrade follows Sears' announced offer to exchange some of its notes (8% senior unsecured notes due 2019 and the 6.625% senior secured notes due 2018) and amend the terms of its credit agreement for its second-lien term loan. S&P said, "We would treat the proposed transactions, if completed, as tantamount to a default. We base this on our view that the PIK option and maturity extension differs from the original promise on the debt issues and represents a distressed exchange under our criteria." In January 2018, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'. Sears' 'Ca' rating reflects the company's announced pursuit of debt exchanges to extend maturities and its sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SHIRAZ HOLDINGS: Plan Solicitation Exclusivity Extended to March 30 ------------------------------------------------------------------- The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Shiraz Holdings, LLC, the time prescribed for the Debtor's exclusive right to solicit acceptance of Debtor's Chapter 11 Plan for Substantively Consolidated Debtors through and including March 30, 2018, without prejudice to seek further extensions. As reported by the Troubled Company Reporter on Feb. 21, 2018, the Debtor previously asked the Court to extend the Exclusivity Period to solicit acceptances of the Plan through and including at least Feb. 26, 2018. The Debtor filed its Chapter 11 Plan of Reorganization and Disclosure Statement on Dec. 23, 2017. The TCR reported on March 1, 2018, that the Court approved the Disclosure Statement and scheduled a hearing to consider confirmation of the Plan for April 3, 2018, at 1:30 p.m. A copy of the court order is available at: http://bankrupt.com/misc/flsb17-17968-186.pdf About Shiraz Holdings Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. In the petition signed by Jordan A. Satary, managing member, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel to the Debtor. Fadi Elkhatib and Ten-X, LLC, serve as the Debtor's real estate broker. Ten-X, LLC, is the Debtor's auctioneer. SOLAT LLC: $2M Sale of San Antonio Property to Sunshine Approved ---------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized SoLat, LLC and LuLat, LLC to sell the commercial real property located at 5115 Thousand Oaks, San Antonio, Texas to Sunshine Petroleum, LLC for $1,964,786. The sale is free and clear of all Interests, with all such Interests attaching to the proceeds of sale, subject to the terms of such Interests. The sales proceeds from sale of Solat's Real Property and Personal Property will be distributed as follows: a. The ad valorem tax lien for tax year 2017 and prior pertaining to the Subject Real Property (Tax Acct. No. 149450130020) and Personal Property (Tax Acct. No. 000001224283) will attach to the sales proceeds, and the closing agent will pay the year 2017 and prior ad valorem tax debt owed incident to the Subject Real Property and Personal Property immediately upon closing and prior to any disbursement of proceeds to any other person or entity. b. The ad valorem taxes for tax year 2018 pertaining to the Subject Real Property (Tax Acct. No. 149450130020) and Personal Property (Tax Acct. No. 000001224283) will be prorated in accordance with the Purchase and Sale Agreement, and will become the responsibility of the Purchaser and the year 2018 ad valorem tax lien will be retained against the Subject Real Property and Personal Property until said taxes are paid in full. c. Solat (or the closing agent on its behalf) is authorized and directed to disburse at closing those funds necessary to pay Solat's quarterly fees to the United States Trustee for the first and second quarters 2018 prior to any other disbursements other than ad valorem taxes. The Debtors (or the closing agent on his behalf) are then authorized and directed to disburse at closing those funds necessary to satisfy the claims of the Texas Champion Bank over the Real Property. The sales proceeds from sale of Lulat's inventory and gasoline will be distributed as follows: a. The ad valorem tax lien for tax year 2017 and prior pertaining to the Subject Personal Property (Tax Acct. No. 000001224282) will attach to the sales proceeds and that the closing agent will pay the year 2017, and prior ad valorem tax debt owed incident to the Subject Personal Property immediately upon closing and prior to any disbursement of proceeds to any other person or entity. b. The ad valorem taxes for tax year 2018 pertaining to the Subject Personal Property (Tax Acct. No. 000001224282) will be prorated in accordance with the Purchase and Sale Agreement, and will become the responsibility of the Purchaser and the year 2018 ad valorem tax lien will be retained against the Subject Personal Property until said taxes are paid in full. c. Lulat (or the closing agent on its behalf) is authorized and directed to disburse at closing those funds necessary to pay Lulat's quarterly fees to the United States Trustee for the first and second quarters 2018 prior to any other disbursements other than ad valorem taxes. d. The Debtor will send notification in writing to all vendors that provided gasoline and inventory to the Debtors in the 20 days prior to closing that the Personal Property had been sold. The vendors will have 15 days from the date the notice was mailed to file with the Court and serve on Debtor gasoline and inventory claims for gasoline or inventory supplied to Lulat, LLC in the 20 days prior to closing. The Debtor or any party in interest will have 5 business days from the date any timely Inventory Claim is filed to file an objection to the claim. If no objection is timely filed, then the claim will be paid from the Personal Property sales proceeds from which it originated (gasoline or inside inventory). Untimely filed claims are deemed rejected. e. After all allowed Inventory Claims have been paid, the Debtors (or the closing agent on their behalf) are then authorized and directed to disburse the proceeds from sale of the inside inventory to Champion Bank up to the amount of its allowed claim and deposit the gasoline funds into the Debtor's DIP account. All funds received resulting from the sale of the Personal Property in excess of the liens against the Personal Property will be deposited in Debtors' DIP account. Notwithstanding any provision herein to the contrary, the ad valorem taxes for year 2018 pertaining to the Real Property and Personal Property will be prorated in accordance with the Purchase Agreement and will become the responsibility of Sunshine, and the 2018 ad valorem tax lien will be retained against the Real Property and Personal Property until such taxes are paid in full. Notwithstanding the provisions of the Bankruptcy Rule 6004 or any applicable provisions of the Local Rules, the Order will not be stayed for 14 days after the entry thereof, but will be effective and enforceable immediately upon entry. Time is of the essence in closing the transaction, and the Debtor and the Purchaser intend to close the Sale as soon as practicable. About SoLat, LLC and LuLAT, LLC Based in San Antonio, Texas, Solat, LLC, was formed with the intent of owning a commercial real property to be used in housing a Chevron gas station and convenience store, while LuLAT, LLC was formed with the intent of operating the Chevron gas station. The ownership of both companies is made up of A.D. Ismail, Nada Ismail Taha, and Hakim Taha. A.D. Ismail owns 2% of each Debtor, Nada Ismail Taha owns 50% of each Debtor, and Hakim Taha owns 48% of each Debtor. SoLat, LLC and its affiliate LuLAT, LLC, filed Chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 17-52594 and 17-52595, respectively) on Nov. 6, 2017. In the petition signed by Nada L. Ismail, manager, SoLat estimated at least $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Craig A. Gargotta presides over the cases. Ronald J. Smeberg, Esq., at the Smeberg Law Firm, PLLC, serves as counsel the Debtors. SOUTHEASTERN GROCERS: Wheeler Discloses Lease Changes, Recaptures ----------------------------------------------------------------- Wheeler Real Estate Investment Trust, Inc., a fully-integrated, self-managed commercial real estate investment company focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers, has responded to the news that Southeastern Grocers ("SEG"), the parent company to its largest tenant, BI-LO, is filing for a pre-packaged Chapter 11 bankruptcy. "Although no tenant bankruptcy is ever good news, over the past several weeks, we have worked diligently and believe we have accomplished a great deal to mitigate the potential impact on our portfolio," stated David Kelly, President and Chief Executive Officer. "With the speculation in the market over the last several weeks, this removes a significant amount of uncertainty around the SEG bankruptcy and allows us to move forward with our strategic efforts to deleverage through selective asset sales and refinancing activities." Through the normal course of business and active portfolio management, the Company has been in ongoing discussions with SEG to identify the potential impact and preemptively prepare solutions to reduce the Company's exposure through a combination of lease modifications and securing back-fill tenants. Q: How Many Properties are Impacted? A: WHLR owns a total of 19 stores leased to BI-LO, Winn-Dixie and Harvey's aggregating 721,612 square feet. The Company and SEG have preemptively modified 17 of the affected lease agreements. These modifications include a combination of term adjustments, rent adjustments (decreases and increases), deferred landlord contributions for remodels and recaptures. All lease modifications are subject to and conditioned bankruptcy court approval. The 19 stores are: Shopping Center City State Sq. Ft --------------- ---- ----- ------ 1. Alex City Marketplace Alexander City AL 44,932 2. Butler Square Mauldin SC 49,365 3. Cypress Boiling Springs SC 47,260 4. Darien Centre Darien GA 26,001 5. Grove Park Orangeburg SC 41,600 6. Ladson Crossing Ladson SC 33,407 7. Lake Greenwood Crossing Greenwood SC 33,218 8. Lake Murray Center Lexington SC 33,218 9. Litchfield Market Village Pawleys Island SC 37,700 10. Parkway Plaza Brunswick GA 37,985 11. Sangaree Plaza Summerville SC 47,698 12. South Park Shopping Center Mullins SC 33,218 13. St. George Plaza Saint George SC 33,518 14. St. Matthews Shopping Center St Matthews SC 21,613 15. Sunshine Plaza Lehigh Acres FL 47,922 16. Surrey Plaza Hawkinsville GA 29,000 17. Tampa Festival Tampa FL 45,600 18. Tri-County Plaza Royston GA 36,377 19. Twin City Crossing Batesburg SC 41,980 Q: How many stores are being recaptured? A: In total there are five anticipated recaptures. The Company has elected to recapture four locations, Ladson Crossing, St. Matthews, South Park and Tampa Festival. Based on other grocery operators' interest, the Company believes there is an opportunity to enhance the value of these centers outside of SEG tenancy. In addition to these recaptures, and as previously announced during the second quarter of 2017, BI-LO at Cypress Shopping Center in Boiling Springs, SC will not be renewing its lease that is due to expire on March 31, 2018. The Company is in preliminary negotiations with two grocery operators to backfill this location. Q: When do you expect to recapture these stores? A: While this may occur earlier, the effective date on three of the leases is anticipated to be on April 30, 2018, with one more lease becoming effective on June 30, 2018. Q: Was there any monetary consideration given as part of the termination agreements? A: Yes, through a combination of termination fees and existing lease obligations, the Company received approximately $590,000. At the request of the potential backfill operators, the Company has retained the furniture, fixtures and equipment for three of the four locations, which will be used as part of the backfill plan going forward. Q: What is the estimated annualized base rent Impact? A: Assuming the prepackaged negotiated terms that the Company has executed are affirmed by the bankruptcy court, it is estimated that the initial annualized base rent impact of these lease modifications and recaptures will be approximately $2.5 million. However, the Company believes the impact could be reduced to less than $1.5 million upon the successful backfill of the recaptured locations. Q: What will your SEG exposure be if all of the lease amendments are approved by the bankruptcy court? A: Based on the annualized base rent from its core portfolio, the Company's exposure to SEG will be reduced from 12.21% of ABR to 7.57% of ABR. Q: What is the timing and potential outcome? A: WHLR cannot speculate specifically on the timing. However, according to SEG's press release issued today, all general unsecured claims, including supplier partners and trade creditors, will be paid in full in ordinary course. In addition, SEG stated that they are filing pre-packaged (pre-pack) chapter 11 cases to efficiently execute restructuring. Mr. Kelly continued, "Had it not been for the strong fundamentals of our portfolio the impact would have been far greater. The quality of the real estate has given us the opportunity to revitalize these centers, secure longer term stability and reduce our exposure to any one singular tenant." About Wheeler Real Estate Investment Trust Headquartered in Virginia Beach, VA, Wheeler Real Estate Investment Trust, Inc. -- http://www.whlr.us-- is a fully-integrated, self-managed commercial real estate investment company focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers. Wheeler's portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive risk-adjusted returns, with an emphasis on grocery-anchored retail centers. About Southeastern Grocers Southeastern Grocers, LLC, (SEG), parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/, http://www.harveyssupermarkets.com/ and http://www.winndixie.com/ Southeastern Grocers, LLC, announced that by the end of March 2018, it will commence a Chapter 11 case in Delaware bankruptcy court to seek confirmation of a prepackaged chapter 11 plan that will cancel its unsecured notes in exchange for 100% of the equity of the reorganization company. Weil, Gotshal & Manges LLP is serving as legal counsel, Evercore is serving as investment banker, and FTI Consulting Inc . is serving as restructuring advisor to Southeastern Grocers. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. STAFFING GROUP: Relocates Its Headquarters to North Carolina ------------------------------------------------------------- Staffing Group Ltd. closed on March 12, 2018 its headquarters in Dallas, Georgia and will be relocating to 717 Green Valley Road, Suite 200, North Carolina 27408. About The Staffing Group Headquartered in Kennesaw, GA, The Staffing Group, Ltd. -- http://www.staffinggroupltd.com/-- is engaged in the business of providing temporary staffing solutions. The Company provides general laborers to construction, light industrial, refuse, retail and hospitality businesses, and recruits, hires, trains and manages skilled workers. The Company operates one staffing location in Montgomery, Alabama through its subsidiary, Staff Fund I, LLC. Staff Fund I, LLC, is focused in the blue collar staffing industry. Staffing Group reported a net loss of $3.85 million for the year ended Dec. 31, 2016, compared to a net loss of $272,364 for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Staffing Group had $1.95 million in total assets, $4.93 million in total liabilities and a total stockholders' deficit of $2.98 million. "The Company is funding its operations primarily through the sale of equity, convertible notes payable and shareholder loans. In the event the Company experiences liquidity and capital resources constraints because of greater than anticipated sales growth or acquisition needs, the Company may need to raise additional capital in the form of equity and/or debt financing including refinancing its current debt. Issuances of additional shares will result in dilution to its existing shareholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund any potential acquisition needs or increased growth. If such additional capital is not available on terms acceptable to the Company, or at all, then the Company may need to curtail its operations and/or take additional measures to conserve and manage its liquidity and capital resources, any of which would have a material adverse effect on its business, results of operations and financial condition. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing," said the Company in the 2016 Annual Report. STAFFING GROUP: Kimberly Thompson Quits as President ---------------------------------------------------- Staffing Group Ltd. announced the mutually agreed upon resignation of Mrs. Kimberly Thompson as president of the Company. The resignation was effective March 12, 2018. In addition, Mrs. Thompson resigned her position as director of the Company's Board of Directors. About The Staffing Group Headquartered in Kennesaw, GA, The Staffing Group, Ltd. -- http://www.staffinggroupltd.com/-- is engaged in the business of providing temporary staffing solutions. The Company provides general laborers to construction, light industrial, refuse, retail and hospitality businesses, and recruits, hires, trains and manages skilled workers. The Company operates one staffing location in Montgomery, Alabama through its subsidiary, Staff Fund I, LLC. Staff Fund I, LLC, is focused in the blue collar staffing industry. Staffing Group reported a net loss of $3.85 million for the year ended Dec. 31, 2016, compared to a net loss of $272,364 for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Staffing Group had $1.95 million in total assets, $4.93 million in total liabilities and a total stockholders' deficit of $2.98 million. "The Company is funding its operations primarily through the sale of equity, convertible notes payable and shareholder loans. In the event the Company experiences liquidity and capital resources constraints because of greater than anticipated sales growth or acquisition needs, the Company may need to raise additional capital in the form of equity and/or debt financing including refinancing its current debt. Issuances of additional shares will result in dilution to its existing shareholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund any potential acquisition needs or increased growth. If such additional capital is not available on terms acceptable to the Company, or at all, then the Company may need to curtail its operations and/or take additional measures to conserve and manage its liquidity and capital resources, any of which would have a material adverse effect on its business, results of operations and financial condition. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing," said the Company in the 2016 Annual Report. STEPSTONE GROUP: S&P Rates New $160MM Secured Loans 'BB' -------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' rating on StepStone Group L.P.'s proposed issuance of a $150 million senior secured term loan due 2025 and $10 million senior secured revolving credit line due 2023. S&P also assigned a recovery rating of '3' to the proposed senior secured credit facility, indicating its expectation for a meaningful (50%) recovery in the event of default. The long-term issuer credit rating on StepStone is 'BB' with a stable outlook. S&P said, "We anticipate that the company will use the proceeds for general partner commitments and acquisitions, to facilitate equity redistributions to team members, and for other general corporate purposes. Pro forma for this debt issuance, we expect that leverage, measured by debt to adjusted EBITDA, will remain between 3.0x and 3.5x during the next 12 months while interest coverage metrics remain slightly below 6.0x. "Our rating on StepStone also reflects the company's good, albeit relatively short track record, concentration in private-equity strategies, visible cash-flow stream derived from sizable locked-in commitments, and relatively small scale compared with other asset managers that we rate." RATINGS LIST StepStone Group L.P. Issuer Credit Rating BB/Stable/-- New Rating StepStone Group L.P. $150 mil. senior secured term loan due 2025 BB Recovery rating 3 (50%) $10 mil. senior secured revolver due 2023 BB Recovery rating 3 (50%) SUPERIOR HOME: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Superior Home Health Services, LLC 18-50597 8000 Vantage Dr San Antonio, TX 78230-4781 Superior Home Health of Eagle Pass, LLC 18-50598 Superior Home Health of San Antonio, LLC 18-50599 Superior Hospice of McAllen, LLC 18-50600 Superior Hospice of Del Rio, LLC 18-50601 Superior Hospice, LLC 18-50602 Type of Business: Superior Home Health -- http://superiorforyou.com-- is a provider of home health and hospice care services with locations in Texas and Nevada. The Debtors are affiliates of Big Guns Petroleum, Inc., which sought bankruptcy protection on March 13, 2018 (Bankr. W.D. Tex. Case No. 18-50569). Chapter 11 Petition Date: March 16, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtors' Counsel: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC 2010 W Kings Hwy San Antonio, TX 78201-4926 Tel: (210) 695-6684 Fax: (210) 598-7357 E-mail: ron@smeberg.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $500,000 to $1 million The petition was signed by Belinda Juarez, president. A full-text copy of Superior Home Health Services, LLC's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-50597.pdf A full-text copy of Superior Hospice, LLC's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-50602.pdf TALMADGE RAMSEY, JR: $280K Sale of Statesbro Residence Approved --------------------------------------------------------------- Judge Edward J. Coleman, III of the U.S. Bankruptcy Court for the Southern District of Georgia authorized Talmadge Holmes Ramsey, Jr., and Linda Gaile Ramsey to sell the residential property located at 330 North Main Street, Statesboro, Bulloch County, Georgia to Cary and Janet Swanson for $280,000. A hearing on the Motion was held on March 14, 2018. The sale is free and clear of liens, claims and interests. The Debtor is authorized to pay the costs and expenses at the time of closing, including but not limited to ad valorem taxes to Bulloch County in the approximate amount of $2,853; and pay the proceeds as follows: (i) $235,000 to LS Capital, Inc., and (ii) the remaining net proceeds, $15,000 will be paid to the Debtor to be used as a down payment toward a new residence. Talmadge Holmes Ramsey, Jr., sought Chapter 11 protection (Bankr. S.D. Ga. Case No. 16-60149) on April 4, 2016. The Debtor tapped Jon A. Levis, Esq., at Merrill & Stone, LLC, as counsel. TALMADGE RAMSEY, JR: $565K Sale of Jekyll Island Property Approved ------------------------------------------------------------------ Judge Edward J. Coleman, III, of the U.S. Bankruptcy Court for the Southern District of Georgia authorized Talmadge Holmes Ramsey, Jr. and Linda Gaile Ramsey to sell the real property located at 8 Austin Lane, Jekyll Island, Glynn County, Georgia to Raymond Marvin Trice for $565,000. A hearing on the Motion was held on March 14, 2018. The sale is free and clear of liens, claims and interests. The Debtor is authorized to pay costs and expenses in accordance with the Contract, and pay the net proceeds to LS Capital, Inc. Talmadge Holmes Ramsey, Jr., sought Chapter 11 protection (Bankr. S.D. Ga. Case No. 16-60149) on April 4, 2016. The Debtor tapped Jon A. Levis, Esq., at Merrill & Stone, LLC, as counsel. TD MANUFACTURING: Auction Sale of Equipment Approved ---------------------------------------------------- Judge Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado authorized TD Manufacturing, LLC's auction procedures in connection with the sale of (i) Quick tech TT42 multi axis turn/mill center lathe system with Mitsubishi CNC control with all cutting tooling, collets, accessories; and (ii) J&L optical comparator with all tooling, and accessories that belong with said comparator, to the highest bidder. The Debtor is authorized to utilize these auction procedures for the sale of the Equipment: a. The Debtor will provide a conference call line for those parties interested in participating in the auction and those creditors interested in listing to the auction. b. The auction will be conducted at a mutually accepted date and time to the Potential Bidders and the Debtor, but not later than 30 days from an order approving the Motion. If the parties cannot agree on a date and time, then the Debtor will select the date and time. c. At the commencement of the auction, the Debtor will announce which bid listed in the Motion. d. Any subsequent bid will increase the consideration received by $500. e. The Debtor will within one business day select the highest and best bid from the auction. f. The winning bidder will within three business days execute an agreement in substantially the form attached hereto as Exhibit A to purchase the Equipment, failing which the next highest bid will be deemed the highest bid and will have three business days to execute the appropriate agreement. g. The Debtor will file a notice of auction results attaching the executed agreement, which will be deemed approved by the Court and the Debtor may proceed to a closing. The Debtor is authorized to sell the Equipment free and clear of all liens, claims and encumbrances, liens and encumbrances to attach to the proceeds from the sale in the order of the priority of the secured creditors. All closing costs, including all fees and costs associated with preparing, filing, serving and litigating the Motion, will be paid from the sale proceeds. The secured creditors with allowed claims encumbering the Equipment may be paid from the proceeds of the sale in their order of priority after all sale and closing costs are paid. About TD Manufacturing Based in Greeley, Colorado, TD Manufacturing LLC -- http://www.t-dmanufacturing.com/-- operates a metal manufacturing and powder coating shop that specializes in plasma table cutting, welding, sand blasting, and powder coating. TD Manufacturing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14243) on May 9, 2017. In the petition signed by Luke Yockim, manager, the Debtor disclosed $286,671 in assets and $1.40 million in liabilities. The case is assigned to Judge Michael E. Romero. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. Dickensheet & Associates, Inc. was hired as auctioneer. TELEXFREE LLC: Trustee's Sale of Davenport Property for $400K OK'd ------------------------------------------------------------------ Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized the private sale by Stephen B. Darr, the Chapter 11 Trustee of TelexFREE, LLC, et al., of the real property located at 124 Woodmoor Ct., Davenport, Florida to Jose and Rosalie Ramos or their nominee for the sum of $400,000. The hearing on the Motion set for March 13, 2018 was cancelled. No objections or higher offers were filed. The sale is in "as is" and "where is" condition, and free and clear of liens, claims, encumbrances and interests. The Trustee is not making any representations or warranties whatsoever, either express or implied, with respect to the Real Property. In accordance with the terms of the Sale Agreement, the Purchaser will pay to the Trustee on the closing date which will be five days after Bankruptcy Court approval of the sale but not later than March 31, 2018, the Purchase Price for the Real Property in the amount of $400,000, which will be paid as follows: (i) $25,000 paid as deposit in connection with the execution of the Sale Agreement; (ii) $200,000 through conventional financing; and (iii) $175,000 to be paid at the time of delivery of the deed. About TelexFREE, LLC TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE had over 700,000 associates or promoters worldwide. TelexFREE though was facing accusations of operating a $1 billion-plus pyramid scheme. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. TelexFREE, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Alvarez & Marsal North America, LLC, is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. In May 2014, the Nevada bankruptcy court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court for the District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee. TIMBERVIEW VETERINARY: M&T to be Paid in Full at 3.25% Interest --------------------------------------------------------------- Timberview Veterinary Hospital, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a small business second amended disclosure statement for its second amended plan of reorganization dated March 2, 2018. The secured claim of M&T Bank and leases with M&T Bank will be paid in full with interest at 3.25% in 56 equal monthly installments beginning on the fifth month after the Effective Date and ending on the 60th month after the Effective Date. Certain leases will be accepted and paid pursuant to their terms. All other leases not specifically accepted will be deemed to be rejected. The Plan proposes payments over a period of time not to exceed six years. There are risks inherent in doing business and such risks are always present in a Plan dependent upon a future stream of income. The risks include the probability of loss inherent in any organization's operations and environment, such as competition and adverse economic conditions, that may impair its ability to provide returns on investment. Although the Plan has minimized these risks by eliminating unnecessary expenses and maximizing its potential for profitability, there is no guarantee against the veterinary/animal care profession suffering further constriction thereby limiting the future income stream of Timberview Veterinary Hospital, Inc. Since the main source of income is the practice of Sara E. Mummert, D.V.M., one risk is the continued ability of Sara E. Mummert to practice veterinary medicine. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/pamb1-16-01442-97.pdf About Timberview Veterinary Hospital Timberview Veterinary Hospital, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-01442) on Apr. 6, 2016. The Debtor operates a private nursing home. Henry W. Van Eck, Esq., serves as the Debtor's counsel. The Debtor is represented by Henry W. Van Eck, Esq., at Mette, Evans, & Woodside. The Debtor hires CGA Law Firm as co-counsel, Brown Schultz Sheridan & Fritz, as accountant. Pioneer Health Services listed estimated assets of between $0-$50,000 and estimated liabilities of between $100,001 and $500,000. The petition was signed by Sara E. Mummart, president. TK HOLDINGS: Plan Exclusivity Periods Extended Through April 30 --------------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware, at the behest of TK Holdings Inc. and its affiliated debtors, has extended the exclusive plan proposal period and exclusive solicitation period through and including April 30, 2018. As reported by the Troubled Company Reporter on March 7, 2018, the Debtors sought for exclusivity extension, contending that the requested extension of the Exclusive Periods will enable them implement the Plan, pursuant to which the Debtors will consummate a sale of substantially all of their Assets (excluding PSAN Inflator-related Assets) to the Plan Sponsor, maximizing value for creditors and preserving a substantial number of jobs for the Debtors' 14,000 employees. With the Court's confirmation of the Fifth Amended Joint Chapter 11 Plan of Reorganization of TK Holdings Inc. and its Affiliated Debtors on February 16, 2018, the Debtors achieved a significant milestone and are now working to expeditiously close the sale of substantially all their Assets (excluding PSAN Inflator-related Assets) to the Plan Sponsor and emerge from chapter 11. Although the Debtors are confident that they will be able to accomplish these goals within the next several weeks, out of an abundance of caution, the Debtors sought an extension of their Exclusive Periods for a limited period of time. Given the Debtors' record of building consensus amongst creditors and developing and confirming a feasible and value-maximizing plan, the Debtors said that it is reasonable and appropriate to afford them this limited extension of their Exclusive Periods as they implement the Plan. Having confirmed the Plan with broad creditor support, the Debtors claimed that they are well on their way down the path and require only a limited extension to allow them a full and fair opportunity to close the sale and have the Plan go effective without the deterioration and disruption of the Debtors' business that might be caused by the filing of multiple competing plans. About TK Holdings Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCooper54 is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. The Debtors Meunier Carlin & Curfman LLC, as special intellectual property counsel. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. * * * Takata Corporation on Feb. 21, 2018, disclosed that the U.S. Bankruptcy Court for the District of Delaware has confirmed the Fifth Amended Chapter 11 Plan of Reorganization filed by TK Holdings, Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's subsidiaries and affiliates. TOYS "R" US: KBRA Sees 111 Loans Totaling $4.9B With Exposure ------------------------------------------------------------- Kroll Bond Rating Agency (KBRA) released a KBRA Credit Profile Report (KCP) highlighting the recent developments with Toys "R" Us, Inc. On March 15, 2018, Toys "R" Us filed a motion seeking authorization through bankruptcy court to wind down its U.S. operations, liquidate existing inventory and conduct store closures. The filing follows reports on March 14 that the CEO informed employees the company would shutter all of its U.S. stores, including those in Puerto Rico. The company has so far been unable to identify a potential investor or strategic buyer, and in recent days, news emerged the company has failed to remit payments to vendors. The motion also seeks to establish bidding procedures for the sale of the retailer's Canadian division. This coincides with reports indicating that toy manufacturer MGA Entertainment, Inc. is attempting to assemble its peers in the toy making industry to bid for Toys "R" Us Canada. The Canadian division also entered bankruptcy, but is in better financial health than its U.S. counterpart. MGA Entertainment is also exploring options to make a bid for up to 200 of the retailer's top-performing U.S. stores with the potential of merging operations with Toys "R" Us Canada. According to the KBRA, with a possible liquidation of the entire U.S. store portfolio looming, KBRA re-examined its $537 billion coverage universe of over 840 transactions and expanded its initial CMBS list (No More Fun "N" Games for Toys "R" Us) to include additional loans backed by properties identified as having exposure to the struggling retailer. KBRA identified 111 loans ($4.9 billion) secured by 234 properties with exposure to Toys "R" Us or Babies "R" Us. Based on allocated loan amount (ALA), approximately 110 CMBS transactions contain loans secured by properties with exposure to the retailer, of which, 89.9% are post-crisis securitizations. The largest individual exposure remains within the TRU 2016-TOYS transaction, a $494.5 million, single-borrower deal secured by 123 Toys "R" Us and Babies "R" Us stores. Eight of the 182 locations originally slated for closure serve as collateral, representing 3.9% of the transaction balance. Seven (3.8%) of these properties, along with 105 others in the portfolio (93.3%), are owned by the borrowing entity, itself indirectly owned and controlled by Toys "R" Us, Inc. The portfolio was appraised "as-is" at $878.8 million ($173/sf ) and "as vacant" at $617.9 million ($122/sf ) at issuance. The dark value implied an LTV of 80.0% as of the February 2018 remittance period. As part of its monthly coverage, KBRA said it will continue to monitor the Toys "R" Us exposure within CMBS to identify loans facing credit risk from the potential liquidation. Specifically, loans secured by properties that feature Toys "R" Us or Babies "R" Us as a tenant accounting for 50% of GLA or greater are the highest concern. Excluding the TRU 2016-TOYS transaction, three ($36.2 million) of the 111 loans within the Toys "R" Us cohort are secured by properties that are leased to the store as a single tenant, while 13 loans ($144.0 million) are secured by properties with Toys "R" Us or Babies "R" Us leases accounting for 50% or more of the GLA. KBRA's a list of CMBS with exposure to the retailer can be accessed at https://is.gd/3NhDCz About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to begin the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. TRIDENT BRANDS: Incurs $6.87 Million Net Loss in Fiscal 2017 ------------------------------------------------------------ Trident Brands Incorporated filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $6.87 million on $4.74 million of revenues for the 12 months ended Nov. 30, 2017, compared to a net loss of $3.18 million on $168,042 of revenues for the 12 months ended Nov. 30, 2016. As of Nov. 30, 2017, Trident Brands had $5.71 million in total assets, $11.68 million in total liabilities and a total stockholders' deficit of $5.97 million. The Company's cash and cash equivalents balance at Nov. 30, 2017 was $3,143,788. Management believes the current funds available to the company will be sufficient to fund the Company's operations for the next twelve months from the date the financial statements are issued. A full-text copy of the Form 10-K is available for free at: https://is.gd/CtQZ83 About Trident Brands Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., owns a portfolio of nutritional products and supplements under the Everlast(R) and Brain Armor(R) brands, and functional food ingredients under the Oceans Omega brand. The Company also provides a range of private label nutritional and supplement products to retailers. VERTEX ENERGY: Reports $8.43 Million Net Loss for 2017 ------------------------------------------------------ Vertex Energy, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to the Company of $8.43 million on $145.49 million of revenues for the year ended Dec. 31, 2017, compared to a net loss attributable to the Company of $3.95 million on $98.07 million of revenues for the year ended Dec. 31, 2016. The Company had selling, general and administrative expenses (exclusive of depreciation and amortization) of $21,685,542 for the year ended Dec. 31, 2017, compared to $20,154,399 for the prior year's period, an increase of $1,531,143 or 8% from the prior period, due to an increase in additional selling, general and administrative expenses incurred in connection with new acquisitions. Vertex Energy had total other expense of $2,189,461 for the year ended Dec. 31, 2017, compared to total other income of $6,044,226 for the year ended Dec. 31, 2016. The main reason for the change in other income during 2017 was a one-time gain on sale of assets of $9,631,712 relating to the sale of the Bango facility in January 2016. The Company also had $2,120,584 and $49,876 of gain on change in value of derivative liability for the years ended Dec. 31, 2017 and 2016, respectively, in connection with certain warrants granted in June 2015 and May 2016. The Company had a loss on futures contracts of $833,176 for the year ended Dec. 31, 2017 compared to a loss on futures contracts of $548,380 for the year ended Dec. 31, 2016. The Company uses futures contracts to offset the effects of the market value changes in its hedged items, as well as to avoid significant volatility that might arise due to market exposure. As of Dec. 31, 2017, Vertex Energy had $84.30 million in total assets, $32.96 million in total liabilities, $22.95 million in temporary equity, and $28.38 million in total equity. Benjamin P. Cowart, chairman and CEO of Vertex Energy, stated, "In 2017, our objectives were to penetrate the Marine Fuel markets, build a high purity base oil network throughout our Group III base oil import business, grow our collection volumes, and improve our production capacity. We achieved these objectives and are committed to driving further improvements and profitability through our business operations in 2018." Mr. Cowart added, "We feel great about the overall state of our business and are optimistic about the company's future. We made significant strides in our financial performance in 2017, with improved revenues, a strong gross profit margin, and reductions in net loss, that we believe will carry over into 2018." Mr. Cowart concluded, "We have made capital improvements at our facilities throughout 2017 that will position us to benefit significantly going forward. We plan to fully leverage what has become an improved market through multiple opportunities, including the high-purity base oil markets and processing finished products that will meet the new IMO's 2020 marine bunker fuel regulations. Additionally, we will continue to focus on the growth of our collection business, both organically and through opportunistic acquisitions while growing our Group III base oil import business and managing our third-party feedstock cost." A full-text copy of the Form 10-K is available for free at: https://is.gd/C7yh0P About Vertex Vertex Energy, Inc. (NASDAQ: VTNR) -- http://www.vertexenergy.com/ -- is a specialty refiner of alternative feedstocks and marketer of high-purity petroleum products. With its headquarters in Houston, Texas, Vertex is a processor of used motor oil in the U.S. and has processing capacity of over 115 million gallons annually with operations located in Houston and Port Arthur (TX), Marrero (LA), and Columbus (OH). Vertex also has a facility, Myrtle Grove, located on a 41 acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydroprocessing and plant infrastructure assets that includes nine million gallons of storage. VSAC LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee on March 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of VSAC, LLC. Headquartered in Pittsburgh, Pennsylvania, VSAC, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 18-20337) on Jan. 31, 2018, estimating its assets and liabilities at between $100,001 and $500,000 each. Francis E. Corbett, Esq., serves as the Debtor's bankruptcy counsel. WELLMAN DYNAMICS: Sale of All Assets to TCTM for $21M Approved -------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Wellman Dynamics Corp. ("WDC")'s sale of substantially all its assets to TCTM Financial DS, LLC for (i) a credit bid of $15,500,000, (ii) cash equal to $5,000,000, and (iii) the assumption of liabilities. The Sale Hearing was held on hearing on March 5, 2018. An auction conducted was conducted on Feb. 26, 2018. At the Auction, the Buyer submitted the highest or otherwise best offer received for the Acquired Assets in accordance with bid procedures. The sale is free and clear of all liens, claims, and encumbrances. The assumption and assignment of the Preliminary Designated Contracts as provided in the Sale Motion and Bid Procedures is approved. Upon payment of the Cure Amount, in accordance with the APA, the counter-parties to the Assumed Contracts will not have any remaining claim against WDC or the Estate related to any default under any such Assumed Contract. The Closing will not occur until after the Environmental Settlement Agreement is signed by the parties thereto, placed in the Federal Register for notice and public comment, and approved by the Court. Due to the nature of the transaction, time is of the essence. Notwithstanding Fed.R. Bankr. P. 6004(h), the Sale Order will take effect immediately upon entry, and the Debtor may close the transaction on the Closing Date. About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Wellman Dynamics and Wellman Dynamics Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. Jim Mahoney, CEO, signed the petitions. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The cases are assigned to Judge Anita L. Shodeen. The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC, as business broker; and Mark J. Steger, Esq., at the Clark Hill Law Firm, as Environmental Counsel. The Debtors filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C., and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on Jan. 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a rival Chapter 11 plan of liquidation for the company. WEST TEXAS RENAL: March 22 Patient Care Ombudsman Hearing --------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas sets a hearing on March 22, 2018 at 10:00 a.m. to determine the issue of whether or not a patient care ombudsman will be appointed in the Chapter 11 case of West Texas Renal Care Center, Inc. West Texas Renal Care Center, Inc., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-60016). WESTINGHOUSE ELECTRIC: Wants to Maintain Exclusivity Through Oct. 1 ------------------------------------------------------------------- Westinghouse Electric Company LLC and certain of its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to further extend the Debtors' exclusive periods to propose and solicit votes on a plan to Oct. 1, 2018 and Nov. 29, 2018, respectively. A hearing on the Debtor's Exclusivity Motion will be held on March 27, 2018 at 11:00 a.m. (Eastern Time). Any responses or objections to the Motion must be filed and served no later than March 20. On Jan. 17, 2018, the Debtors entered into that certain Plan Support Agreement with (i) their ultimate parent, Toshiba Corporation, (ii) the holder of the largest Claims asserted against the Debtors, Nucleus Acquisition LLC, (iii) the Committee, and (iv) Brookfield WEC Holdings LLC. On Jan. 29, 2018, the Debtors have proposed a chapter 11 plan that is supported by all of their major constituencies. The Debtors are committed to moving quickly through the confirmation process and towards consummation of their plan. Nonetheless, the confirmation hearing is scheduled to begin on March 27, 2018, after the expiration of the current period in which the Debtors have the exclusive right to file a plan. The Debtors assert that a further extension of the Statutory Exclusivity Periods is reasonable in light of the Debtors' significant progress towards building consensus amongst key constituencies and developing and confirming a feasible, value-maximizing plan of reorganization in these complex chapter 11 cases. It is also reasonable to provide the Debtors time, in the unlikely event that the Plan is not confirmed, to pursue a sale of substantially all of their assets pursuant to Section 363 of the Bankruptcy Code without disruption, to maximize the value of the Debtors' estates, to maintain a controlled environment, avoid unnecessary administrative costs, and facilitate an alternative value-maximizing resolution to these chapter 11 cases. Moreover, ample cause exists to grant the Debtors such relief because, inter alia, (i) the Debtors' cases are large and complex; (ii) substantial good faith progress toward a chapter 11 plan has been demonstrated; (iii) the Debtors are making and will continue to make required postpetition administrative expense payments as they become due; and (iv) the Debtors are not seeking to use exclusivity to pressure creditors into accepting a plan they find unacceptable. No creditor will be prejudiced by the requested extensions. About Westinghouse Electric Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S.-based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, the Debtors' chief transition and development officer. The Debtors disclosed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The Hon. Michael E. Wiles presides over the cases. Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The Debtors hired AlixPartners LLP as financial advisor; PJT Partners Inc. as investment banker; Kurtzman Carson Consultants LLC as claims and noticing agent; K&L Gates as special counsel; and KPMG LLP as tax consultant and accounting and financial reporting advisor. The Debtors retained PricewaterhouseCoopers LLP as independent auditor and tax services provider to perform audit services in connection with Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. The Board of Directors of Westinghouse appointed a special panel called the U.S. AP1000 Committee to oversee the company's activities related to certain AP1000 nuclear plants located in Georgia and South Carolina. On April 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Proskauer Rose LLP is the committee's bankruptcy counsel, and Houlihan Lokey Capital, Inc., serves as its investment banker. WESTMORELAND RESOURCE: Inks Loan Default Waiver Agreement --------------------------------------------------------- Westmoreland Resource Partners, LP, its subsidiary, Oxford Mining Company, LLC, as borrower, and certain subsidiary guarantors have entered into a Waiver and Amendment No. 3 with respect to the Partnership's Financing Agreement dated Dec. 13, 2014, as amended, with U.S. Bank, National Association, as administrative agent, and the lenders. Pursuant to the Waiver, the lenders agreed to waive any actual or potential default arising out of the Loan Parties' failure to (i) have certain cash management accounts subject to cash management agreements and (ii) deliver an unqualified audit opinion in connection with the audited financial statements of the Loan Parties for fiscal year ended Dec. 31, 2017. The Waiver terminates upon the earliest of (i) 11:59 pm New York time May 15, 2018, (ii) the occurrence of any default not waived pursuant to the Waiver. A full-text copy of the Waiver and Amendment No. 3 to Financing Agreement is available for free at https://is.gd/fEVrtq About Westmoreland Resource Based in Englewood, Colorado, Westmoreland Resource Partners, LP (NYSE: WMLP) -- http://www.westmorelandMLP.com/-- is a low-cost producer of high-value thermal coal. Westmoreland Resource reported a net loss of $31.58 million on $349.3 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $33.68 million on $384.7 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Sept. 30, 2017, showed $367.3 million in total assets, $409.6 million in total liabilities, and a total deficit of $42.23 million. WILL COUNTY SD: Moody's Affirms Ba1 GOULT Rating; Outlook Stable ---------------------------------------------------------------- Moody's Investors Service has affirmed Will County Community High School District 210 (Lincoin Way), IL's Ba1 general obligation unlimited tax (GOULT) rating affecting $246 million in debt. The outlook has been revised to stable from negative. RATINGS RATIONALE The Ba1 rating incorporates the district's narrow financial position despite recent operational improvements and a high debt burden with growing debt service costs. The rating also takes into consideration the district's large and affluent tax base with economic ties to Chicago (Ba1 negative) and moderate reliance on the state for operating revenue. RATING OUTLOOK The stable outlook reflects the district's improving financial operations and the expectation that reserves will grow going forward, but remain narrow for some time. FACTORS THAT COULD LEAD TO AN UPGRADE Significant improvement in financial operations and liquidity Strengthening of the district's debt profile FACTORS THAT COULD LEAD TO A DOWNGRADE Additional strains on district liquidity, or increased reliance on short-term borrowing to support operations Growth in leverage from debt and/or unfunded pension liabilities LEGAL SECURITY The district's GOULT debt is secured by a dedicated property tax levy unlimited as to rate or amount. PROFILE Located in Will County (Aa1), approximately 40 miles southwest of Chicago, the district provides high school education services to the communities of Frankfort, Mokena, Manhattan, Frankfort Square, New Lenox (Aa2) and Tinley Park. Resident population with the district was estimated at 104,129 as of the 2010 US Census. Enrollment experienced significant gains over much of the last decade, though recent enrollment trends are flat to declining. As of fiscal 2018, the district had an enrollment of 6,882. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in December 2016. WILLIAMS FLAGGER: New Plan Discloses Subcontract Agreement with JJA ------------------------------------------------------------------- Williams Flagger Logistics, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a third amended disclosure statement to accompany its small business plan of reorganization dated March 2, 2018. The latest filing provides that on April 18, 2016, Debtor and James J. Anderson Construction entered into a Subcontract Agreement. By Order dated April 6, 2017, the Bankruptcy Court authorized Debtor (a) to assume the Subcontract, (b) to enter into a project labor agreement, (c) to enter into a Joint Check Agreement, and (d) for related relief. Debtor thereafter assumed the Subcontract and the PLA, and entered into the JCA. In the event of a conflict between the terms of the Plan or the order entered confirming the Plan and the respective terms of the Subcontract, the PLA, or the JCA, the terms of the Subcontract, the PLA, or the JCA, as the case may be, must control resolution of the conflict between or among those terms. A full-text copy of the Redlined Version of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-23882-151.pdf About Williams Flagger Logistics Williams Flagger Logistics, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-23882) on Oct. 17, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro Valencik. XPLORADOR INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on March 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Xplorador, Inc. About Xplorador, Inc. Based in La Mesa, California, Xplorador, Inc., filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-07417) on Dec. 11, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Marc A. Duxbury, Esq., at County Law Center. [*] FTI's Carlyn Taylor Named American College of Bankruptcy Fellow ------------------------------------------------------------------- FTI Consulting, Inc. on March 16, 2018, disclosed that Carlyn Taylor, Global Co-Leader of the firm's Corporate Finance & Restructuring segment, will be inducted into the American College of Bankruptcy's 29[th] Class of Fellows. The American College of Bankruptcy is an honorary public service and educational association of professionals who are invited to join as Fellows based on a proven record of exceptional bankruptcy and insolvency work, contributions to the administration of justice, public service and integrity. Fellows include business and consumer bankruptcy attorneys; judges; corporate turnaround specialists; U.S. trustees, accounting, financial and investment advisors; and law professors. "Carlyn's extraordinary commitment to her clients, her profession and the firm is visible every day," said Steven H. Gunby, President and Chief Executive Officer of FTI Consulting. "This is a tremendous recognition of that dedication and her accomplishments, and a testament generally to the expertise we have at FTI Consulting, which clients call upon for their most significant, high-stakes matters." Ms. Taylor is a member of FTI Consulting's Executive Committee and serves as the firm's Industry Initiative Leader and Chairperson of FTI Capital Advisors, a wholly owned investment banking subsidiary. She is a widely recognized expert in financial and business consulting in the telecom, media and technology industries, and has more than 25 years of experience leading hundreds of engagements involving strategy, business transformation, restructuring and transaction-related services. Ms. Taylor was named Woman of the Year in Restructuring by the International Women's Insolvency & Restructuring Confederation in 2016. "I am incredibly honored to be elected and inducted as a Fellow of the American College of Bankruptcy," Ms. Taylor said. "This fellowship will expand the network through which I can promote professional excellence, collegiality and scholarship in the field of bankruptcy and insolvency." The American College of Bankruptcy's 29 [th] Class of Fellows induction ceremony will be held on the evening of March 16 at the Smithsonian Donald W. Reynolds Center for American Art and Portraiture in Washington, D.C. About FTI Consulting FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 4,600 employees located in 28 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $1.81 billion in revenues during fiscal year 2017. [*] Retail Defaults to Peak in Early 2018, Moody's Says ------------------------------------------------------- Moody's Caa1 and lower-rated retail and apparel universe has fallen to 20 issuers from 26 in early January 2018. While this decline reflects four upgrades, it also reflects two issuers that filed for bankruptcy since the start of the year – a sign that stresses persist among the lower rating rung of the US retail and apparel industry, according to a new report by the rating agency. While pockets of US retail will improve in 2018, including department stores, Moody's Investors Service expects more defaults ahead, before the distressed rung finally stabilizes. "As the larger, better capitalized retailers continue to grow and prosper, the smaller, highly-leveraged retailers are struggling harder to compete and survive," observed Moody’s Vice President Charlie O'Shea. Moody’s 6.34% spec-grade retail & apparel default forecast for the next 12 months stands at roughly three times higher than the rating agency’s forecast for the broader US speculative-grade corporate universe, translating to at least six retail & apparel issuers defaulting over the next 12 months. While Moody’s sees the trailing default rate peaking at 12.43% in March, looming maturities pose an additional hurdle for already-distressed retail and apparel companies. Even as credit markets have broadly remained open to refinancings, those with more challenged credit profiles and operating performance problems may face uphill challenges in tapping the markets, especially in an environment where monetary policy is contracting. According to Moody's, rated public and private maturities total approximately $14.9 billion from 2018 through 2020, with maturities starting to spike in 2019. Of the near-term maturities coming due by 2020, the majority are attributable to five issuers: Sears Holdings Corp., Neiman Marcus Group LTD LLC and Claire's Stores, Inc., BI-LO Holding Finance and Guitar Center Inc. High leverage has similarly proved problematic for the retail industry due to its inherent cyclicality and operating income challenges post-recession. This has only been aggravated over the last decade with the rapid rise of online competition. According to O'Shea, many smaller retailers assumed untenable debt loads despite being financially ill-equipped to deal with the changing retail landscape and lacking sufficient resources to build out online capability, keep stores fresh, and fend off pricing threats from larger competitors. [^] BOND PRICING: For the Week from March 12 to 16, 2018 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Airxcel Inc AIRXCL 8.500 104.317 2/15/2022 Alpha Appalachia Holdings Inc ANR 3.250 2.048 8/1/2015 American Eagle Energy Corp AMZG 11.000 1.148 9/1/2019 Amyris Inc AMRS 6.500 74.500 5/15/2019 Anheuser-Busch InBev Worldwide Inc ABIBB 7.750 103.931 1/15/2019 Anheuser-Busch InBev Worldwide Inc ABIBB 7.750 103.931 1/15/2019 Appvion Inc APPPAP 9.000 8.703 6/1/2020 Appvion Inc APPPAP 9.000 8.703 6/1/2020 Avaya Inc AVYA 10.500 4.550 3/1/2021 Avaya Inc AVYA 10.500 4.550 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 18.500 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 1.000 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 6.500 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 1.038 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 1.038 10/15/2020 Cenveo Corp CVO 6.000 46.500 8/1/2019 Cenveo Corp CVO 8.500 9.813 9/15/2022 Cenveo Corp CVO 8.500 10.500 9/15/2022 Cenveo Corp CVO 6.000 50.500 8/1/2019 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 64.224 5/30/2020 Claire's Stores Inc CLE 9.000 63.084 3/15/2019 Claire's Stores Inc CLE 8.875 12.257 3/15/2019 Claire's Stores Inc CLE 7.750 8.063 6/1/2020 Claire's Stores Inc CLE 9.000 63.087 3/15/2019 Claire's Stores Inc CLE 7.750 8.063 6/1/2020 Claire's Stores Inc CLE 9.000 63.066 3/15/2019 Cobalt International Energy Inc CIEI 3.125 1.550 5/15/2024 Cobalt International Energy Inc CIEI 2.625 1.625 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 21.000 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 40.857 4/15/2019 EXCO Resources Inc XCOO 8.500 9.050 4/15/2022 Egalet Corp EGLT 5.500 48.223 4/1/2020 Emergent Capital Inc EMGC 8.500 61.677 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.772 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 37.750 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.772 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 23.601 5/1/2020 FirstEnergy Solutions Corp FE 6.050 36.226 8/15/2021 FirstEnergy Solutions Corp FE 6.050 35.889 8/15/2021 FirstEnergy Solutions Corp FE 6.050 35.889 8/15/2021 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 82.875 10/15/2018 GenOn Energy Inc GENONE 9.500 82.902 10/15/2018 GenOn Energy Inc GENONE 9.500 79.000 10/15/2018 Gibson Brands Inc GIBSON 8.875 80.193 8/1/2018 Gibson Brands Inc GIBSON 8.875 80.397 8/1/2018 Gibson Brands Inc GIBSON 8.875 80.308 8/1/2018 HSBC USA Inc HSBC 3.609 99.500 3/24/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Illinois Power Generating Co DYN 6.300 33.375 4/1/2020 Interactive Network Inc / FriendFinder Networks Inc FFNT 14.000 70.250 12/20/2018 IronGate Energy Services LLC IRONGT 11.000 32.625 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 31.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.625 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.487 7/1/2018 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 2.250 10/31/2017 MF Global Holdings Ltd MF 3.375 30.250 8/1/2018 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 14.000 7/1/2026 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.121 10/1/2020 Molycorp Inc MCP 10.000 1.301 6/1/2020 Murray Energy Corp MURREN 11.250 42.680 4/15/2021 Murray Energy Corp MURREN 11.250 43.407 4/15/2021 Murray Energy Corp MURREN 9.500 43.109 12/5/2020 Murray Energy Corp MURREN 9.500 43.109 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.022 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.022 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.022 5/15/2019 Nine West Holdings Inc JNY 8.250 6.919 3/15/2019 Nine West Holdings Inc JNY 6.125 8.335 11/15/2034 Nine West Holdings Inc JNY 6.875 7.950 3/15/2019 Nine West Holdings Inc JNY 8.250 7.552 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 6.459 1/29/2020 Orexigen Therapeutics Inc OREX 2.750 14.500 12/1/2020 Orexigen Therapeutics Inc OREX 2.750 14.472 12/1/2020 PaperWorks Industries Inc PAPWRK 9.500 54.586 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 54.313 8/15/2019 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Principal Life Global Funding II PFG 2.192 99.468 5/21/2018 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Real Alloy Holding Inc RELYQ 10.000 72.000 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 69.125 1/15/2019 Renco Metals Inc RENCO 11.500 26.750 7/1/2003 Rex Energy Corp REXX 6.250 31.405 8/1/2022 Rex Energy Corp REXX 8.875 24.680 12/1/2020 SAExploration Holdings Inc SAEX 10.000 56.367 7/15/2019 SandRidge Energy Inc SD 7.500 1.170 2/15/2023 Sears Holdings Corp SHLD 6.625 71.793 10/15/2018 Sears Holdings Corp SHLD 8.000 35.159 12/15/2019 Sears Holdings Corp SHLD 6.625 72.752 10/15/2018 Sears Holdings Corp SHLD 6.625 72.752 10/15/2018 Sempra Texas Holdings Corp TXU 6.500 15.000 11/15/2024 Sempra Texas Holdings Corp TXU 6.550 15.625 11/15/2034 Sempra Texas Holdings Corp TXU 5.550 12.553 11/15/2014 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 61.000 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 64.375 7/1/2019 TerraVia Holdings Inc TVIA 5.000 5.900 10/1/2019 TerraVia Holdings Inc TVIA 6.000 5.902 2/1/2018 Toys R Us - Delaware Inc TOY 8.750 15.563 9/1/2021 Transworld Systems Inc TSIACQ 9.500 27.235 8/15/2021 Transworld Systems Inc TSIACQ 9.500 27.539 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Westmoreland Coal Co WLB 8.750 41.089 1/1/2022 Westmoreland Coal Co WLB 8.750 40.679 1/1/2022 iHeartCommunications Inc IHRT 14.000 13.403 2/1/2021 iHeartCommunications Inc IHRT 7.250 21.229 10/15/2027 iHeartCommunications Inc IHRT 14.000 13.944 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.943 2/1/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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