/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180322.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 22, 2018, Vol. 22, No. 80 Headlines 4 WEST HOLDINGS: U.S. Trustee Forms 7-Member Committee 444 EAST 13: Seeks July 18 Exclusive Plan Filing Period Extension ALB CARE: Hires Douglas R. Lally as Attorney ALLY FINANCIAL: Hosts Financial Outlook Conference Call ALPHATEC HOLDINGS: Armistice Capital Has 9.99% Stake ASCENT RESOURCES: U.S. Trustee Unable to Appoint Committee AVENUE SHOPPES: Hires Morrison Valuation as Forensic Accountant BILL BARRETT: Completes Merger with Fifth Creek Energy BLACK SQUARE: Hires Mack Law, and Eason, as Special Counsel BLACKBOARD INC: Moody's Lowers CFR to Caa1 on Strained Liquidity BLUFF CREEK: Hires Fowler Auction as Auctioneer BOWLERO CORP: Moody's Hikes CFR to B2; Outlook Stable BOWMAN DAIRY: Hires Schrader Real as Real Estate Broker BROWNSVILLE BERG: Ch. 11 Trustee Hires Spence Custer as Counsel C & D FRUIT AND VEGETABLE: Hires Equity Partners as Inv. Banker CACI INTERNATIONAL: Moody's Puts Ba2 CFR on Review for Downgrade CALATLANTIC GROUP: Moody's Withdraws Ba2 Corporate Family Rating CHEROKEE PHARMACY: Ombudsman Hires Miller & Martin as Counsel CHRISTIE & CAROLINE: Seeks Authorization to Use Cash Collateral CLAIRE'S STORES: Moody's Cuts PDR to D-PD After Bankruptcy Filing COCRYSTAL PHARMA: Delays Form 10-K to Complete Audit CONVEYANT SYSTEMS: Case Summary & 20 Largest Unsecured Creditors COTY INC: Moody's Lowers CFR to Ba3 on High Leverage CRYODORANT LLC: Hires Martin Thomas as Counsel CUSTOM BLINDS: Hires Romy J. Lee as Tax Preparer D-M-B CORPORATION: Case Summary & 11 Unsecured Creditors DIFFUSION PHARMACEUTICALS: Execs. Got $221K Cash Bonuses in 2017 FLOR20 LLC: Hires Timothy P. Thomas as Counsel FM 544 PARK: Trustee Hires CBRE Land as Real Property Expert FULLBEAUTY BRANDS: Moody's Lowers Corporate Family Rating to Caa2 GLOBAL PAYMENTS: Moody's Alters Outlook to Pos. & Affirms Ba2 CFR HARD ROCK EXPLORATION: Trustee Hires Suttle as Accountant HHGREGG INC: Committee Hires Gavin/Solmonese as Preference Expert IMAGEWARE SYSTEMS: Reports $13.7 Million Net Loss for 2017 INTERNATIONAL SHOPPES: Hires Morrison Valuation as Accountant JBC AGRICULTURAL: Case Summary & 20 Largest Unsecured Creditors JEFFERSON AUTO: Hires Robert L. Marrero as Counsel KING'S PEAK ENERGY: Hires Meagher Energy as Broker KMH INC: Cantor Commercial to Auction Hotel Property on July 10 L & E RANCH: Seeks Court Approval of Amended Disclosure Statement LALLI BAWA: Faces April 20 Foreclosure Auction LAURELS MEDICAL: Hires Bankruptcy Group as Counsel LAYLA GRAYCE: Hires Robl Law Group as Counsel LEUCADIA NATIONAL: Moody's Hikes Sr. Unsecured Debt Rating to Ba1 LISA LORD: Comerica Objects to Pedersons' Disclosure Statement LONGHORN ESTATE: Voluntary Chapter 11 Case Summary MARICOPA RESOURCES: Trustee Taps Century 21 as Real Estate Broker MATADOR RESOURCES: Moody's Hikes CFR to B1; Outlook Stable MCGEE TRUCKING: 2nd Amended Disclosures Conditionally OK'd MDM PHYSICAL: U.S. Trustee Unable to Appoint Committee MEN'S WEARHOUSE: Moody's Rates $900MM Loan Ba3 & Hikes CFR to Ba3 MGTF RADIO: Case Summary & 20 Largest Unsecured Creditors MGTF RADIO: Files Voluntary Chapter 11 Bankruptcy Petition MIAMI INTERNATIONAL: Hires Trustee Services as Claims Agent NORTH AMERICA STEEL: U.S. Trustee Unable to Appoint Committee NORTHERN OIL: Gets Waiver of Term Loan Mandatory Prepayment NORTHERN OIL: Hopes to Receive $52M from Common Stock Offering NORTHERN OIL: Provides Q1 Update & Hikes 2018 Production Guidance OFF THE GRID: Case Summary & 6 Unsecured Creditors ORTEGA'S MEXICAN: Hires Action Advocacy as Attorney PATRIOT NATIONAL: U.S. Trustee Asks Court to Reject Plan Outline PETE GOULD & SONS: Hires Michelle Steele as Bookkeeper PLASKOLITE LLC: Moody's Alters Outlook to Pos. & Affirms B2 CFR PLASKOLITE LLC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable POSTO 9 LAKELAND: Hearing on Plan Confirmation Set for April 18 PSIVIDA CORP: FDA Accepts Filing of NDA for Durasert QUEENS LODGE 1001: Faces April 20 Foreclosure Auction REMARKABLE HEALTHCARE: U.S. Trustee Forms 2-Member Committee RJR TOWING: Plan Outline Gets Court's Conditional OK ROCKY MOUNTAIN: Appoints TDF Resources Founder as Director S&K MACHINEWORKS: U.S. Trustee Unable to Appoint Committee SAGE GROUP: Case Summary & 4 Unsecured Creditors SAXON ENGINEERING: Hires Warren J. Fields as Special Counsel SCI DIRECT: Hires Greenfield of Buckley King as Mediator SHIEKH SHOES: Hires Pedersen & Houpt as Special Counsel SILICON ALLEY: Disclosures OK'd; April 17 Plan Confirmation Hearing SIVYER STEEL: U.S. Trustee Forms 5-Member Committee STAR PERFORMANCE: Hires Buddy D. Ford as Attorney STEP WELL PODIATRY: Hires Tydings & Rosenberg as Attorneys STEPPING STONES: Seeks March 18 Extension to File Amended Plan STEPSTONE GROUP: Moody's Assigns Ba3 CFR; Outlook Stable STERLING ENTERTAINMENT: Voluntary Chapter 11 Case Summary TECHNOLOGY WAY: Plan to be Funded from Sale of Florida Property TIMBERVIEW VETERINARY: April 23 Hearing on Plan Outline Approval TOWERSTREAM CORP: Hires Financial Advisor to Explore Alternatives TOWN SPORTS: Board OKs Amended 2018 Management Stock Purchase Plan TOYS "R" US PROPERTY: Case Summary & 29 Top Unsecured Creditors TWIFORD ENTERPRISES: Hires Winship & Winship as Attorney VITAMIN WORLD: Winland Wants Case Converted to Chapter 7 VYAIRE MEDICAL: Moody's Assigns B3 CFR & Rates 1st Lien Debt B2 VYAIRE MEDICAL: S&P Assigns B- Corp. Credit Rating, Outlook Stable WALKING CO: U.S. Trustee Forms Seven-Member Committee WEINSTEIN COMPANY: Cites Harvey's Reported Misconduct for Collapse WESTMORELAND COAL: Delays 2017 Form 10-K & Expects Larger Net Loss WHEELCHAIR SALES: May Use Sunrise Cash Collateral Until April 27 WYNDHAM HOTELS: Moody's Assigns Ba1 CFR Amid Spin-Off WYNDHAM HOTELS: S&P Assigns BB+ Corp. Credit Rating, Outlook Stable YANKEE CLIPPER: Seeks Interim Use of IRS Cash Collateral YONG XIN INVESTMENT: Hires Steve Luan as Special Counsel [*] Brian Lohan Joins Arnold Porter's Bankruptcy Practice [*] Margie Kaufman Named America College of Bankruptcy Fellow [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 4 WEST HOLDINGS: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on March 19 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of 4 West Holdings, Inc., and its affiliates. The committee members are: (1) Christopher Schaefer, SVP, Corporate Development Pharmerica Corporation 1901 Campus Place Louisville, KY 40299 Phone: (502) 627-7902 Email: christopher.schaefer@pharmerica.com (2) Patrick Orr Senior Vice-President Healthcare Services Group 3220 Tillman Drive, Suite 300 Bensalem, PA 19020 Phone: (215) 688-4359 Email: porr@hcsgcorp.com (3) Shane Reed, Director-Credit, A/R and Escalations Finance Medline Industries Three Lakes Drive Northfield, IL 60093 Phone: (262) 367-7501 x 2252 Fax: (866) 914.2729 Customer Service: (800) 633-5463 Email: sreed@medline.com (4) Stacie Bratcher, CEO Alana Healthcare 636 Division Street Nashville, TN 37203 Phone: (615) 920-0489 Email: stacie.bratcher@alanahealthcare.com (5) Karen Dailey, Director of Credit & Collections Omnicare Inc. 444 North 44th Street Phoenix, AZ 85008 Phone: (480) 765- 6307 Email: karen.dailey@cvshealth.com (6) Donald Kovach, VP Revenue Cycle Management Joerns Healthcare LLC 2430 Whitehall Park Dr., Suite 100 Charlotte, NC 28273 Phone: (704) 499-6000 Email: Don.kovach@joerns.com (7) Darrin Moyer, President Regional Ambulance 1089 Augusta Road, Suite 300 Warrenville, SC 29851 Phone: (803) 238-1905 Email: Regionalambulance1@gmail.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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, LLC 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. 444 EAST 13: Seeks July 18 Exclusive Plan Filing Period Extension ----------------------------------------------------------------- 444 East 13 LLC asks the U.S. Bankruptcy Court for the Southern District of New York to further extend the time within which the Debtor has the exclusive right to file a plan of reorganization and to solicit acceptances with respect thereto for 120 days through and including July 18, 2018 and September 14, 2018, respectively. Absent the requested extension, the current Exclusivity Period and Acceptance Period expire on March 20, 2018 and May 17, 2018, respectively. This is the Debtor's second request for an extension of the Exclusive Periods. The Debtor seeks further extension of the Exclusivity Periods to ensure that the Court, the Debtor and other parties in interest are not distracted by the filing of any competing or premature plans. The Debtor has only been in bankruptcy for approximately eight months. Since the Debtor's last request for an extension of the Exclusive Periods, the Debtor is moving towards the likely possibility of a refinancing of the Debtor's current liabilities. The Debtor is currently in discussions with various lenders for the terms of a proposed refinancing. While the Debtor is pursuing the refinancing option, the Debtor is also still looking into whether selling the Property would be a viable approach. The Debtor anticipates retaining a broker to market and sell the Property, should a sale bring greater value to the Debtor's estate than any proposed refinancing. In order to maximize the value of a potential sale, the Debtor is pursuing the possibility of leasing a vacant commercial space. This will also require the retention of a commercial lease broker, which the Debtor has already selected. Another important aspect of moving this case forward towards a possible refinancing or sale is getting the Debtor's rent roll in order. The Debtor's Property has 16 residential units, eight of which are market leases, and the other eight are rent-stabilized. The rent-stabilized tenants have been withholding rent for almost a year based upon the previous condition of the Property. The Debtor continues to negotiate with the representatives of the rent-stabilized tenants who continue to withhold rents from the Debtor, owing to certain concerns regarding how the Property was operated by previous management prior to the Petition Date. The Debtor submits that it has addressed these tenants concerns with respect to the condition of the Property, and continues to address any concerns, and believes it is close to a settlement which will provide for the turnover of previous rents and the payment of rents going forward. Having a fully realized rent roll, including the commercial space, will only improve the value of the Property. While the Debtor is hopefully nearing a resolution to its chapter 11 case, the Debtor submits that it needs an extension of the Exclusive Periods to preserve the value of the Debtor's estate while it continues to pursue a refinancing or a sale of the Property. The Debtor continues to pay adequate protection pursuant to its cash collateral stipulation as well as remaining current on its other postpetition obligations. The Debtor has been in contact with its secured creditor with regard to the Debtor's restructuring efforts, and upon information and belief, the secured creditor supports the Debtor's efforts to date. About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. Judge Robert D. Drain presides over the cases. Robinson Brog Leinwand Greene Genovese & Gluck, P.C. is the bankruptcy counsel. At the time of the filing, E. 9th St. Holdings listed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debts. The bankruptcy cases filed by the Debtors' affiliates that are still pending: Petition Debtor Court Case No. Date ------------------- ----- -------- --------- AC I Manahawkin LLC S.D.N.Y. 14-22793 6/04/14 AC I Toms River LLC S.D.N.Y. 16-22023 1/08/16 BCH Capital LLC S.D.N.Y. 17-22384 3/15/17 Cypress Way LLC S.D.N.Y. 17-22383 3/15/17 East Village Properties LLC, et al. S.D.N.Y. 17-22453 3/28/17 Romad Realty Inc. S.D.N.Y. 15-20007 9/28/15 West 41 Property LLC S.D.N.Y. 16-22393 3/25/16 On Nov. 17, 2017, E. 9th filed its proposed Chapter 11 plan of liquidation and disclosure statement. ALB CARE: Hires Douglas R. Lally as Attorney -------------------------------------------- ALB Care, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Douglas R. Lally, Esq., as attorney to the Debtor. ALB Care requires Douglas R. Lally to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession; b. prepare on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor which may be necessary. Douglas R. Lally will be paid at these hourly rates: Attorneys $300 Paralegals $90 Douglas R. Lally will be paid a retainer in the amount of $20,000. Douglas R. Lally will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas R. Lally, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Douglas R. Lally can be reached at: Douglas R. Lally, Esq. 261 Old York Road, Suite 524 Jenkitown, PA 19046 Tel: (215) 886-6350 About ALB Care, Inc. ALB Care, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa., Case No. 18-11583) on March 8, 2018. The Debtor tapped Douglas R. Lally, Esq., as counsel. ALLY FINANCIAL: Hosts Financial Outlook Conference Call ------------------------------------------------------- Ally Financial Inc. hosted a financial outlook conference call on March 15, at 9:00 during which the Company discussed company overview and summary outlook, business overview, financial drivers, and capital and balance sheet update. Ally's key financial themes and priorities are: * Financial path remains intact - incremental benefit from lower corporate tax rate * Optimizing risk-adjusted returns in auto finance while maintaining leading position as full spectrum lender * Balancing deposit growth and beta while continuing strategic to be more core funded * Maintain strong expense efficiency while supporting long-term strategic positioning, digital capabilities and product expansion * Stronger position to generate and deploy capital as earnings grow The Presentation is available for free at https://is.gd/y3BoUM The Presentation materials will also be available at http://www.ally.com/about/investor/under the Events and Presentations section of the Investor Relations Web site. About Ally Financial Ally Financial Inc. (NYSE: ALLY), formerly GMAC Inc., is a digital financial services company and a top 25 U.S. financial holding company offering financial products for consumers, businesses, automotive dealers and corporate clients. Ally's legacy dates back to 1919, and the company was redesigned in 2009 with a distinctive brand, innovative approach and relentless focus on its customers. Ally has an award-winning online bank (Ally Bank Member FDIC and Equal Housing Lender), which offers deposit, mortgage and credit card products, one of the largest full service auto finance operations in the country, a complementary auto-focused insurance business, a growing digital wealth management and online brokerage platform, and a trusted corporate finance business offering capital for equity sponsors and middle-market companies. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake while allowing private equity firm Cerberus Capital Management LP to keep 14.9 percent, and General Motors Co. owning 6.7 percent. Ally Financial reported net income of $929 million on $8.32 billion of total financing revenue and other interest income for the year ended Dec. 31, 2017, compared to net income of $1.06 billion on $8.30 billion of total financing revenue and other interest income for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Ally Financial had $167.14 billion in total assets, $153.65 billion in total liabilities and $13.49 billion in total equity. ALPHATEC HOLDINGS: Armistice Capital Has 9.99% Stake ---------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Armistice Capital, LLC, Armistice Capital Master Fund Ltd. and Steven Boyd disclosed that as of March 8, 2018, they beneficially own 2,550,361 shares of common stock of Alphatec Holdings, Inc., constituting 9.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/UvywgY About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiary Alphatec Spine, Inc. -- http://www.atecspine.com/-- is a medical device company that designs, develops, and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. Alphatec incurred a net loss of $2.29 million in 2017 following a net loss of $29.92 million in 2016. As of Dec. 31, 2017, Alphatec Holdings had $84.66 million in total assets, $87.71 million in total liabilities, $23.60 million in redeemable preferred stock, and a total stockholders' deficit of $26.65 million. ASCENT RESOURCES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on March 19 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Ascent Resources Marcellus Holdings, LLC and its affiliates. About Ascent Resources Marcellus Holdings LLC Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent Resources Marcellus Minerals, LLC were formed to acquire, explore for, develop, produce and operate natural gas and oil properties in the Marcellus Shale. The ARM Entities currently own or have the right to develop 43,000 net acres in northern West Virginia. Ascent Resources Marcellus Holdings and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10265) on Feb. 6, 2017. Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent Resources - Utica, LLC and Ascent Resources Management Services, LLC -- Ascent Entities -- are not included in the ARM Restructuring and their operations remain unaffected by the ARM Restructuring. The Ascent Entities are separate and distinct entities that have their own capital structures, financing and operations. The Ascent Entities do not guarantee any of the ARM Entities debt. The Debtors tapped Sullivan & Cromwell LLP as general bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as bankruptcy co-counsel; D.R. Payne & Associates, Inc., as restructuring advisor; PJT Partners, as financial advisor; and Prime Clerk LLC, as claims agent. AVENUE SHOPPES: Hires Morrison Valuation as Forensic Accountant --------------------------------------------------------------- Avenue Shoppes, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Morrison Valuation & Forensic Services, LLC, as forensic accountant to the Debtor. Avenue Shoppes requires Morrison Valuation to: (a) develop findings, conclusions, and opinions, and consult with Debtor regarding certain business, financial, and accounting matters arising from the contractual and other financial relationships between Debtor and BlackMINE Property Management, LLC; (b) testify as an expert witness; and (c) prepare a report that will be made available to Debtor's mortgage holder and the Office of the U.S. Trustee in Debtor's bankruptcy case. Morrison Valuation will be paid at the hourly rate of $75 to $375. The Firm will be paid a retainer in the amount of $10,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Morrison, partner of Morrison Valuation & Forensic Services, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Morrison Valuation can be reached at: Robert Morrison MORRISON VALUATION & FORENSIC SERVICES, LLC 934 N. Magnolia Ave., Suite 199 Orlando, FL 32803 Tel: (407) 770-1280 About Avenue Shoppes Avenue Shoppes, LLC, is a privately held company in Windermere, Florida, engaged in the business of real estate leasing. The company's principal assets are located at 8204 Crystal Clear Lane Orlando, Florida. Avenue Shoppes previously sought bankruptcy protection (Bankr. M.D. Fla. Case No. 11-02836) on March 1, 2011. The company is an affiliate of International Shoppes, LLC, which also filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07549) on Dec. 4, 2017. Avenue Shoppes again filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07663) on Dec. 8, 2017. In the petition signed by CRO Abdul Mathin, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by David R McFarlin, Esq., at Fisher Rushmer, P.A. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. BILL BARRETT: Completes Merger with Fifth Creek Energy ------------------------------------------------------ Bill Barrett Corporation has completed its strategic combination with Fifth Creek Energy Company, LLC. In conjunction with the closing, the Company will change its name to HighPoint Resources Corporation and began trading on the New York Stock Exchange under the new symbol "HPR" on March 20, 2018. Chief Executive Officer and President Scot Woodall commented, "We have undergone a significant transformation over the past several years and are positioned to embark on an exciting new era for the organization as a premier, DJ Basin focused company. Our new name recognizes the strategic direction of our company that is underpinned by high quality oil assets and a returns focused capital program that positions us for a period of significant growth in the coming years." Bill Barrett's stockholders overwhelmingly approved the adoption of the Agreement and Plan of Merger between Bill Barrett Corporation and Fifth Creek Energy Operating Company, LLC at the special meeting of the Company's stockholders held on March 16, 2018. Approximately 98.7% of the shares voting, representing approximately 76.9% of the total outstanding shares, voted in favor of the adoption of the Merger Agreement. About Bill Barrett Bill Barrett Corporation (NYSE: BBG), headquartered in Denver, Colorado -- http://www.billbarrettcorp.com/-- develops oil and natural gas in the Rocky Mountain region of the United States. Bill Barrett incurred a net loss of $138.2 million in 2017 compared to a net loss of $170.37 million in 2016. As of Dec. 31, 2017, Bill Barrett had $1.39 billion in total assets, $792.2 million in total liabilities and $598.6 million in total stockholders' equity. * * * In April 2017, Moody's Investors Service upgraded Bill Barrett's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and its existing senior unsecured notes' ratings to 'Caa2' from 'Caa3'. "The upgrade of Bill Barrett's ratings is driven by the reduction of default risk supported by the company's large cash balance and improved debt maturity profile," said Prateek Reddy, Moody's lead analyst. "The company's credit metrics are likely to soften in 2017 because of the roll off of higher priced hedges, but the metrics should strengthen along with production growth in 2018." BLACK SQUARE: Hires Mack Law, and Eason, as Special Counsel ----------------------------------------------------------- Black Square Financial, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Mack Law Group, P.C., and Eason and Tambornini, ALC, as special counsel to the Debtor. Black Square requires Mack Law, and Eason, to: a. appear before the court responsible for approving the original settlement agreement the Debtor seeks to purchase from the client, and to obtain court approval of the purchase; b. ensure the purchase complies with applicable laws; and c. perform all other legal services for the Debtor, which may be necessary herein. Mack Law, and Eason will be paid as follows: Mack Law -- $2,000 per court appearance, plus costs of $500; and -- $500 flat fee if approval of the structured settlement agreement is not obtained, and is dismissed or denied. Eason -- $1,500 per court appearance; and -- $500 flat fee if approval of the structured settlement agreement is not obtained, and is dismissed or denied. Brian P. Mack, partner of The Mack Law Group, P.C., and Matthew R. Eason, partner of Eason and Tambornini, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mack Law, and Eason can be reached at: Brian P. Mack, Esq. THE MACK LAW GROUP, P.C. 20 South Clark Street, Suite 500 Chicago, ILL 60603 Tel: (312) 676-0100 - and - Matthew R. Eason, Esq. EASON AND TAMBORNINI 1234 H Street, Suite 200 Sacramento, CA 95814 Tel: (916) 438-1819 About Black Square Financial Headquartered in Coral Springs, Florida, Black Square Financial, LLC is a structured settlement firm that provides liquidity to its clients by purchasing their right to receive future installment payments awarded pursuant to a settlement agreement, or in the case of clients that have previously purchased an annuity plan, the right to receive future annual disbursements paid to the clients pursuant to the annuity plan. Black Square Financial filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23562) on Nov. 8, 2017, estimating assets of less than $500,000 and liabilities of less than $1 million. Judge John K. Olson presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page PA, is the Debtor's bankruptcy counsel. The Mack Law Group, P.C., and Eason and Tambornini, ALC, serve as special counsel to the Debtor. On Jan. 4, 2018, the Debtor filed its proposed Chapter 11 plan of reorganization. BLACKBOARD INC: Moody's Lowers CFR to Caa1 on Strained Liquidity ---------------------------------------------------------------- Moody's Investors Service, Inc. downgraded Blackboard Inc.'s Corporate Family Rating ("CFR") by two notches to Caa1, from B2, as well as its Probability of Default Rating, to Caa1-PD, from B2-PD. Moody's also downgraded Blackboard's $135 million first-lien revolving credit facility and $920 million (remaining balance) first-lien term loan to B3, from B1, and its $378 million second-lien notes to Caa3, from Caa1. Moody's also changed Blackboard's outlook to stable, from negative. Issuer: Blackboard Inc. -- Probability of Default Rating, downgraded to Caa1-PD, from B2- PD -- Corporate Family Rating, downgraded to Caa1, from B2 -- Senior secured first-lien credit facilities maturing 2020 and 2021, downgraded to B3 (LGD3), from B1 (LGD3) -- Senior secured second-lien notes maturing 2021, downgraded to Caa3 (LGD5), from Caa1 (LGD5) Outlook changed to stable, from negative RATIONALE The downgrade of the CFR to Caa1 reflects weak free cash flow, strained liquidity, and very high debt-to-EBITDA leverage (including Moody's standard adjustments), which Moody's expects will remain above 8.0 times through 2018. Blackboard's core North American Higher Education ("NAHE") and K-12 units, representing 56% of total revenue, continue to show weakening top line results, suggesting that the success of its new Ultra user interface is still uncertain. Blackboard's international segment, also weak, has shown modest stabilization of late. Only the campus enablement segment, consisting of recently acquired educational community communications and transaction processing services and representing a quarter of Blackboard's revenues, has shown healthy, reliable revenue growth. Some ratings support is provided by Blackboard's high level of revenue visibility, with three quarters of 2017 revenues coming from recurring products and services, and underpinned by its 90% renewal rates in 2017. Both of these measures, however, represent declines from prior years. Blackboard's overall revenues will likely be flat to down slightly in 2018. Software renewals have been weaker than expected in the NAHE segment, as the company strives to sell its latest learning management system ("LMS") software enhancement, Ultra, into a crowded and very competitive marketplace. Given operating seasonality tied to the academic year, the behind-schedule launch of Ultra, in mid-2016, meant that measurable revenue and EBITDA contributions from it began to be realized only in the 2017 academic year. There are indications that Ultra is gaining traction relative to Canvas and Desire2Learn, and Moody's believes the packaging of Ultra with transaction- and payment-processing services may support its competitive positioning. But the success of Ultra is far from certain, and the threat from existing and possibly new competitors remains high as barriers to entry, specifically for web-based software, are relatively low. Meanwhile Blackboard, with a brand new CFO, is focusing its research, sales and marketing, and product development resources in an effort to ensure Ultra's future. As result of a flat top line, and refocused operating expenses combined with cost-saving initiatives, Moody's expects no improvements in Blackboard's margins and slightly negative free cash flow over the next year. Given Moody's cash flow expectations, modest cash balances, and heavy reliance on a $135 million revolver that has pronounced seasonal drawings (and whose covenants were loosened in January 2018), Moody's views Blackboard's liquidity as weak. The company has focused on spending initiatives to support revenue growth that has yet to materialize. In the event that revenue and profitability do not grow, Moody's believes the company will have limited liquidity cushion relative to peak borrowing needs over the next year. The stable outlook reflects Moody's expectation that, in the face of negligible revenue or margin improvement, Blackboard's leverage will hold within a band of roughly between 8.0 and 9.0 times over the next twelve to 18 months. The ratings could be downgraded if Moody's anticipates that negative segment revenue trends will not be reversed or if Moody's expect liquidity will deteriorate further. The Caa1 CFR could be upgraded if the company demonstrates sustained revenue growth, free-cash-flow turns positive, liquidity improves to an adequate level, and debt-to-EBITDA were to improve to below 8.0 times on a sustained basis. With Moody's-projected 2018 revenues of above $700 million, Blackboard Inc. is a leading provider of learning management software applications to K-12 schools, colleges, and universities, as well as transaction-processing services for higher education institutions. Funds managed by private-equity investors Providence Equity Partners own Blackboard. BLUFF CREEK: Hires Fowler Auction as Auctioneer ----------------------------------------------- Bluff Creek Timber Co., LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Fowler Auction and Real Estate Services, Inc., as auctioneer to the Debtor. Bluff Creek requires Fowler Auction to market and advertise for the auction, including mail-outs, signs, and newspaper ads, and to conduct all aspects of the sale of the Debtor's personal property. Fowler Auction will be paid a commission of 20% of the gross sale amount of all the personal properties. Mickey Fowler, partner of Fowler Auction and Real Estate Services, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fowler Auction can be reached at: Mickey Fowler FOWLER AUCTION AND REAL ESTATE SERVICES, INC. 8719 Highway 53 Toney, AL 35773 Tel: (256) 420-4454 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. In the petition signed by Susan Wood, vice president, the the Debtor estimated its assets at between $100,000 and $500,000 and liabilities at between $500,000 and $1 million. Tazewell Shepard, Esq., at Tazewell Shepard, P.C., serves as the Debtor's bankruptcy counsel. BOWLERO CORP: Moody's Hikes CFR to B2; Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded Bowlero Corp.'s (fka Bowlmor AMF Corp.) corporate family rating (CFR) to B2 from B3 and affirmed the B2 rating on the 1st lien credit facility which includes a $50 million revolver and an upsized $695 million 1st lien term loan B issued by subsidiary, Kingpin Intermediate Holdings, LLC. The rating outlook is stable. The company has proposed an upsize of the 1st lien term loan B by $112.9 million (which is expected to be fungible with the existing 1st lien term loan B) to repay the $110 million 2nd lien term loan as well as transaction related fees. The transaction is expected to save almost $5 million in annual interest expense. The 1st lien credit facility ratings were affirmed at B2 despite the upgrade of the CFR, due to the change to an all 1st lien credit facility from a 1st and 2nd lien debt structure. The rating on the existing 2nd lien debt will be withdrawn after repayment. The upgrade of the CFR reflects the decrease in Moody's adjusted leverage to 6.4x as of December 2017 (including Moody's standard adjustments, but excluding preferred equity) from 7.4x as of March 2017 and pro forma for the acquisition of the company by Atairos Group, Inc. Also reflected in the upgrade is the projected improvement in interest expense due to the proposed transaction and expectations that leverage will continue to decline going forward. Moody's took the following actions: Bowlero Corp. Corporate Family Rating, upgraded to B2 from B3 Probability of Default Rating, upgraded to B2-PD from B3-PD Outlook, Remains Stable Kingpin Intermediate Holdings, LLC $50 million 1st lien Revolving Credit Facility due 2022, affirmed at B2, (LGD3) Upsized $695 million 1st lien term loan B due 2024, affirmed at B2, (LGD3) The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. RATINGS RATIONALE Bowlero's B2 CFR reflects leverage of 6.4x as of December 2017 (including Moody's standard adjustments that capitalize the net present value of future minimum lease commitments) or 6.1x excluding lease adjustments as well as expectations that leverage will continue to decline in the near term from EBITDA growth. The sensitivity to the economy for leisure bowlers is also reflected in the rating. The ratings receive support from the strong operating performance and management team which has achieved substantial cost savings over the past several years while increasing revenue. Bowlero has had success increasing higher margin casual bowlers which are likely to spend more than traditional league bowlers. Management has also demonstrated good discipline with their discount policy, raised prices, and grown its group events and private parties business. Capital expenditures to upgrade current locations have also contributed to growth and are expected to continue going forward. Moody's anticipates that Bowlero will have good liquidity over the next 12 months, supported by $51 million of cash balance pro-forma for the transaction and an undrawn $50 million revolver due in July 2022. Moody's expect the company to continue to spend a significant amount of cash flow from operations on capex to rebrand and upgrade its properties. Cash flow will also be very seasonal with peak operations in the company's fiscal 2nd and 3rd quarters (the quarters ending in December and March). The preferred equity becomes redeemable in future periods which elevates the potential for additional debt issuance over time. The term loan B is covenant lite and the revolver is subject to a springing first lien leverage ratio covenant of 5.75x when greater than 35% of the facility is drawn. The stable outlook reflects Moody's expectation that Bowlero will continue to achieve positive organic revenue growth and operating improvements that will lead to higher EBITDA and reduce leverage to the low 6x range (including Moody's standard lease adjustments). Moody's could upgrade Bowlero's ratings if leverage were to decrease below 4.5x (including Moody's lease adjustments) on a sustainable basis with free cash flow to debt (as calculated by Moody's) well above 5%. Positive organic revenue growth with a good liquidity position would also be required as would confidence that the sponsor would not pursue future debt financed, equity friendly transactions. Moody's could downgrade the company's ratings if performance were to deteriorate due to poor operational performance or an economic decline that raised leverage above 6.75x (including Moody's standard adjustments). A weak liquidity position or negative free cash flow would also put negative pressure on the ratings. Bowlero Corp. (fka Bowlmor AMF Corp.) is the largest bowling center operator in the US with additional locations in Canada and Mexico. The company was created following the acquisition of AMF by Strike Holdings LLC (Bowlmor) in 2013. The company acquired 85 bowling centers from Brunswick Corporation in September 2014. The combined company operates bowling centers under the AMF, Bowlero, Bowlmor, and Brunswick Zone brands. Prior to the acquisition of the company by Bowlmor, AMF Bowling Worldwide, Inc. filed for bankruptcy protection in 2001 and 2012. Atairos Group, Inc. acquired majority ownership of the company in July 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BOWMAN DAIRY: Hires Schrader Real as Real Estate Broker ------------------------------------------------------- Bowman Dairy Farms, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Schrader Real Estate and Auction Company, Inc., as real estate broker to the Debtor. Bowman Dairy requires Schrader Real to market and sell the Debtor's property, a machinery and equipment located at 2270 N.C.R. 900 East, Hagerstown, IN 47346. Schrader Real will be paid a commission of 4% of the high bid amounts of the Property and reimburse Schrader for advertising expenses up to $4,000, with such commission and expenses payable to Schrader directly out of the proceeds from the sale of the Property without the need for a fee application. Rex D. Schrader II, president of Schrader Real Estate and Auction Company, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Schrader Real can be reached at: Rex D. Schrader II SCHRADER REAL ESTATE AND AUCTION COMPANY, INC. 950 Liberty Drive Columbia City, IN 46725 Tel: (260) 244-7606 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. In the petition signed by Trent N. Bowman, its member, 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. BROWNSVILLE BERG: Ch. 11 Trustee Hires Spence Custer as Counsel --------------------------------------------------------------- James R. Walsh, the Chapter 11 Trustee of Brownsville Berg Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Spence Custer Saylor Wolfe and Rose, LLC, as counsel to the Trustee. The Trustee requires Spence Custer to: a. investigate, the assets and affairs of the Debtor; b. review the Petition, Schedules, and Related documents that have been filed to date and that may hereafter be filed; c. review the claims of various constituencies and advise the Trustee thereon; d. represent the Chapter 11 Trustee in various proceedings pending or that may be filed with the court; e. advise the Chapter 11 Trustee on the need to file various pleadings to retain professionals; and f. provide such other services as may be determined are needed to be performed to effectively and properly represent the Estate. Spence Custer will be paid at the hourly rate of $300. Spence Custer will also be reimbursed for reasonable out-of-pocket expenses incurred. James R. Walsh, partner of Spence Custer Saylor Wolfe and Rose, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Spence Custer can be reached at: James R. Walsh, Esq. Kevin J. Petak, Esq. 1067 Menoher Boulevard Johnstown, PA 15905 Tel: (814) 536-0735 E-mail: jwalsh@spencecuster.com kpetak@spencecuster.com About Brownsville Berg Associates Brownsville Berg Associates, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-22123) on March 19, 2017. The Debtor estimated assets and liabilities below $1 million. Jeffrey T. Morris, Esq., at Elliott & Davis, PC, serves as bankruptcy counsel to the Debtor. On March 7, 2018, the Bankruptcy Court appointed James R. Walsh, as the Chapter 11 Trustee. The Trustee hired Spence Custer Saylor Wolfe and Rose, LLC, as counsel. C & D FRUIT AND VEGETABLE: Hires Equity Partners as Inv. Banker --------------------------------------------------------------- C & D Fruit and Vegetable Co., Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Equity Partners HG LLC, as investment banker to the Debtors. C & D Fruit and Vegetable requires Equity Partners to: a. inspect the Assets to determine their physical condition; b. prepare a program which may include marketing the Assets through newspapers, magazines, journals, letters, flyers, signs, telephone solicitation, the Internet and such other methods as Equity Partners may deem appropriate; c. prepare advertising letters, flyers and similar sales materials, which would include information regarding the Assets; d. endeavor to locate parties who may have an interest in becoming a joint venture partner, invest in, acquire, or refinance the Debtors' business or the Assets; e. circulate materials to interested parties regarding the Assets, after completing confidentiality documents; f. respond, provide information to, communicate and negotiate with and obtain offers from interested parties and make recommendations to the Debtors as to whether or not a particular offer should be accepted; g. communicate regularly with the Debtors in connection with the status of Equity Partners' efforts with respect to the disposition of the Assets, which shall include a weekly written report to the Debtors; h. negotiate with various stakeholders of the Debtors, including to secured and unsecured creditors and equity shareholders, in regards to the possible financial restructuring of the existing claims of the creditors or equity shareholders of the Debtors; i. recommend to the Debtors the proper method of handling any specific problems encountered with respect to the marketing or disposition of the Assets; and j. perform related services necessary to maximize the proceed to be realized for the Assets or in any Transaction. Equity Partners will be paid as follows: (a) in the case of an equity investment or sale of Assets with respect to any offers received under the terms of the Agreement, paid in cash at the time any equity investment and sale of Assets is closed and funded, and the fee for its services shall be the greater of $100,000 or an amount calculated as follows: -- 7% of the first $3,000,000 of Gross Value, and -- 5% of any Gross Value in excess of $3,000,000, or (b) in the case of a refinancing of the secured indebtedness to Farm Credit of Florida ACA ("Farm Credit"), paid in cash at the time of the closing of any such refinancing, and the fee for its services shall be the greater of $150,000 or 3% of Gross Value (for the avoidance of doubt, any such fee shall be payable out of such refinancing and shall not be the responsibility of the Companies). In the case of refinancing of the secured indebtedness to Farm Credit, for purposes of calculating Gross Value, the total amount of the available financing committed will be used, whether or not the Companies choose to draw down the entire amount available. (c) in the case of a joint venture or merger, upon consummation, and the fee for its services shall be the greater of $150,000.00 or an amount calculated under Section 6(a) of the Agreement. (d) Equity Partners shall be entitled to receive a fee under the Agreement in the event that, during the term of the Agreement or within 180 days after the expiration or earlier termination of the Agreement, (i) a Prospect (as defined below) closes a Transaction, or (ii) a Prospect purchases the claim of Farm Credit (a "Farm Credit Claim Purchase"), in which event the fee due to Equity Partners shall be calculated in accordance with Section 6(b) of the Agreement and be payable in cash at the time of the closing of the Farm Credit Claim Purchase, or (iii) following a foreclosure by Farm Credit, Farm Credit sells the Assets to a Prospect (a "Farm Credit Sale"), in which event the fee due to Equity Partners shall be calculated in accordance with Section 6(a) of the Agreement and be payable in cash at the time of the closing of the Farm Credit Sale; provided, however, that under subparagraphs (ii) and (iii), the fee shall come from the proceeds of the Farm Credit Claim Purchase or the Farm Credit Sale and not from the Companies. In the event Farm Credit has previously remitted a $50,000 fee to Equity Partners pursuant to Section 5(i) of the Agreement, it shall be entitled to receive a credit of $50,000 against any fees owed by Farm Credit under Section 6(d) of the Agreement. For purposes of Section 6(d) of the Agreement, a "Prospect" shall mean any person or entity who had discussions with Equity Partners with respect to the Debtors and is identified in writing by Equity Partners to the Debtors and to Farm Credit within twenty-five (25) days after the expiration or earlier termination of the Agreement. (f) The fee to Equity Partners shall be paid in cash at settlement, and such payment shall be a condition of the closing of any Transaction, a Farm Credit Claim Purchase, or a Farm Credit Sale. (g) Notwithstanding anything in the Agreement to the contrary, Equity Partners' fee shall be reduced by one-third if a Transaction closes with an Excluded Party. (h) Notwithstanding anything in the Agreement to the contrary, Equity Partners shall not be entitled to a fee under the Agreement if the Debtors confirm a plan in the Bankruptcy Case which does not involve a Transaction. (i) Farm Credit shall pay to Equity Partners a flat fee of $50,000 in the event that Farm Credit makes a credit bid. The Debtors shall not owe any fee to Equity Partners with respect to any such credit bids. Kenneth W. Mann, senior managing director of Equity Partners HG LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Equity Partners can be reached at: Kenneth W. Mann EQUITY PARTNERS HG LLC 16 N. Washington St., Suite 102 Easton, MD 21601 Tel: (866) 969-1115 About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. Equity Partners HG LLC, is the investment banker. CACI INTERNATIONAL: Moody's Puts Ba2 CFR on Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service has placed the ratings, including the Ba2 Corporate Family Rating and senior secured rating, of CACI International, Inc., under review for downgrade. RATINGS RATIONALE The review for downgrade follows CACI's leveraging offer to acquire all outstanding shares of CSRA, Inc. ("CSRA") for a value of about $7.2 billion (based on CACI's closing stock price of March 16). Should the offer be accepted CACI's CFR will decline, but not likely by more than two notches. The two companies as of last report have debt of about $4.1 billion combined. In Moody's view, the transaction would increase combined debt by $2.5 billion (reflecting the offer's cash component). The ratings of CSRA Inc. (CFR and senior secured Ba2) are unaffected. During the review Moody's will consider the extent of leveraging, achievability of planned cost synergies, free cash flow generation potential, rate of debt payback and capital structure. Moody's will also consider the operating plans including the new business development prospect, contract execution, management retention plans. Moody's expect to conclude the review by June. Should the offer be rejected and CACI's pursuit of the acquisition be concluded, the review would conclude much sooner, potentially by early April. On Review for Downgrade: Issuer: CACI International, Inc. -- Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD -- Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 -- Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD3) Outlook Actions: Issuer: CACI International, Inc. -- Outlook, Changed To Rating Under Review From Stable CACI International Inc ("CACI"), based in Arlington, VA, provides information technology ("IT") services and solutions for the US Department of Defense (DoD), federal civilian agencies, and the Government of the United Kingdom. Revenues in the fiscal year ended June 30, 2017 were $4.4 billion. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. CALATLANTIC GROUP: Moody's Withdraws Ba2 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service took CalAtlantic Group, Inc.'s ratings off review for upgrade and upgraded the rating on the eight series of CalAtlantic notes that were exchanged for Lennar Corporation (Lennar) notes to Ba1, which is Lennar's current rating. The rating on the CalAtlantic notes as well as its Corporate Family Rating of Ba2, Probability of Default of Ba2-PD, and Speculative Grade Liquidity rating of SGL-2 have been withdrawn. RATINGS RATIONALE All of the ratings of CalAtlantic had been placed on review for upgrade on October 30, 2017, following the announcement that Lennar would be buying CalAtlantic. Holders of the CalAtlantic notes that tendered for like amounts, coupon, and maturity of Lennar notes have received the Lennar notes. Holders of the CalAtlantic notes that did not tender, which constitute a small amount, will retain their (now unrated) CalAtlantic notes, which will not be guaranteed by Lennar and which will be carried on Lennar's balance sheet as other debt. Withdrawals: Issuer: CalAtlantic Group, Inc. -- Probability of Default Rating, Withdrawn , previously rated Ba2-PD -- Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-2 -- Corporate Family Rating, Withdrawn , previously rated Ba2 -- Senior Unsecured Regular Bond/Debenture, Withdrawn , previously rated Ba2 (LGD4) Outlook Actions: Issuer: CalAtlantic Group, Inc. -- Outlook, Changed To Rating Withdrawn From Rating Under Review CHEROKEE PHARMACY: Ombudsman Hires Miller & Martin as Counsel ------------------------------------------------------------- T.J. Gentle, the appointed Consumer Privacy Ombudsman of Cherokee Pharmacy & Medical Supply, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Miller & Martin PLLC, as counsel to the Consumer Privacy Ombudsman. The Consumer Privacy Ombudsman requires Miller & Martin to: a. assist the Ombudsman in the performance of his duties as set forth in 11 U.S.C. Section 332; b. draft, review, and file reports and other pleadings to be filed on behalf of the Ombudsman in the jointly- administered Chapter 11 bankruptcy cases; and c. perform such other services, as may be properly required by the Ombudsman during his appointment. Miller & Martin will be paid at these hourly rates: Attorneys $320 Paralegals $205 Miller & Martin will also be reimbursed for reasonable out-of-pocket expenses incurred. M. Craig Smith, a partner at Miller & Martin PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Miller & Martin can be reached at: M. Craig Smith, Esq. MILLER & MARTIN PLLC 832 Georgia Avenue, Suite 1200 Chattanooga, TN 37402 Tel: (423) 756-6600 Fax: (423) 785-8480 E-mail: craig.smith@millermartin.com About Cherokee Pharmacy & Medical Supply In 1978, David Terry Forshee, a licensed pharmacist, opened Cherokee Pharmacy & Medical Supply, Inc., in Cleveland, Tennessee in 1978. Forshee's success and entrepreneurial spirit led him to expand his business into Dalton, Georgia with another Cherokee Pharmacy in 1980. His career has included the successful operation of two additional Cherokee Pharmacies between 1982 and 2000, as well as, other profitable endeavors. David Terry Forshee, Cherokee Pharmacy & Medical Supply of Dalton, Inc. ("Cherokee Dalton"), and Cherokee Pharmacy & Medical Supply, Inc. ("Cherokee Cleveland") sought Chapter 11 protection (Bankr. E.D. Tenn. Case Nos. 17-11918 to 17-11920) on April 28, 2017. In the petitions signed by D. Terry Forshee, president, Cherokee Dalton estimated less than $50,000 in assets and less than $1 million in liabilities, and Cherokee Cleveland estimated up to $50,000 in assets and $1 million to $10 million in debt. Cherokee Delton's and Cherokee Cleveland's cases are jointly administered. On Nov. 7, 2017, Douglas R. Johnson, was appointed Chapter 11 trustee for Cherokee Dalton and Cherokee Cleveland. On Nov. 17, 2017, Robert J. Wilkinson was appointed Chapter 11 trustee for David Forshee's estate. In Cherokee Dalton and Cherokee Cleveland's cases, Douglas Johnson, the Trustee, hired Johnson & Mulroony, P.C., as his bankruptcy counsel; Pharmacy Consulting Associates as consulting agent; and Scarborough & Fulton as special counsel. Scarborough & Fulton previously served as bankruptcy counsel to the Debtors. T.J. Gentle, the appointed Consumer Privacy Ombudsman of Cherokee Pharmacy & Medical Supply, Inc., hires Miller & Martin PLLC, as counsel. CHRISTIE & CAROLINE: Seeks Authorization to Use Cash Collateral --------------------------------------------------------------- Christie & Caroline, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral generated from the business in order to pay the expenses and other expenditures reasonably necessary for the continued operation of its Business. The Debtor has an immediate need to continue the operations of the business and to protect the interests of the estate. Without the use of cash collateral and the ability to operate, the Debtor will not be able to retain its work force and service its patients which are necessary to the continuity of Debtor's operations and effective reorganization. The Debtor requires the ability to carry on its regular business activities, including paying for its work force on March 20, 2018 and carrying other operating costs such as paying rent. The Debtor anticipates monthly expenses in the aggregate sum of $53,936 as set forth in the budget. Many of the Debtor's patients are Medicare patients. In 2016, the Debtor was audited by Medicare and over $1,000,000 of payments were deemed overpayments. However, the Center for Medicaid and Medicare are currently withholding Debtor's Medicare receivables due to the overpayment. Accordingly, the Debtor is working through a debilitating cash crunch, which should resolve itself with the filing of this bankruptcy case. In order to effectively reorganize, the Debtor must have access to cash to pay the operating expenses of the business including its work force and landlords. If Debtor does not have the authority to use its available cash to pay operating expenses of the business, including insurance, taxes, compensation, utilities and supplies of the business, the going concern value will be significantly harmed and the estate and creditors will be negatively affected. First Intercontinental Bank, now doing business as First IC Bank asserts (i) a lien upon and security interest in Debtor's accounts, inventory, general intangibles, chattel paper, equipment and fixtures, the proceeds of which represent cash collateral and (ii) an outstanding indebtedness of approximately (a) $11,786.21 (account ending in 00744) and (b) $45,992.88 (account ending in 00728). Prohealth Capital also asserts a lien against certain equipment, and as such Prohealth Capital does not hold a security interest in Debtor's Cash Collateral. The Debtor is not aware of any other asserted liens or security interest against Debtor's Cash Collateral. First IC Bank will have a replacement lien and security interest in all property acquired by the Debtor after the Filing Date as to which First IC Bank held valid and perfected liens or security interests in pre-petition collateral, consisting of (i) the same type and nature of property or (ii) the proceeds of First IC Bank's pre-petition collateral to the extent of any diminution in value of such prepetition collateral as a result of the use of cash collateral with such liens being the same validity and priority as the liens that First IC Bank held on the Filing Date in such prepetition collateral. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ganb18-54243-5.pdf About Christie & Caroline Christie & Caroline, LLC, is a medical group located in Doraville, Georgia, primarily specializing in internal medicine, family medicine and general practice. Christie & Caroline, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-54243) on March 12, 2018. In the petition signed by Min J. Kwon, managing member, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Leslie M. Pineyro, Esq., of Jones & Walden, LLC, is the Debtor's counsel. CLAIRE'S STORES: Moody's Cuts PDR to D-PD After Bankruptcy Filing ----------------------------------------------------------------- Moody's Investors Service downgraded Claire's Stores, Inc.'s Probability of Default Rating ("PDR") to D-PD from Ca-PD due to the company's March 19, 2018 announcement that it was filing for protection under Chapter 11 of the US Bankruptcy Code. The rating outlook is negative. Downgrades: Issuer: Claire's Stores, Inc. -- Probability of Default Rating, Downgraded to D-PD from Ca-PD RATINGS RATIONALE Claire's will be eliminating around $1.9 billion of pre-petition debt as part of the bankruptcy process, with the intention of emerging from Chapter 11 in September 2018. Subsequent to actions, Moody's will withdraw the ratings due to Claire's bankruptcy filing. Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is a specialty retailer of value-priced jewelry and fashion accessories for preteens and young adults in 45 countries in North America, Europe, the Middle East, Central America, and South America, with around 7,500 locations through company owned stores, concessions, and franchise locations. Revenues are about $1.3 billion. Claire's is owned by Apollo. COCRYSTAL PHARMA: Delays Form 10-K to Complete Audit ---------------------------------------------------- Cocrystal Pharma, Inc., filed a Form 12b-25 with the Securities and Exchange Commission stating that it will delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. "We have been advised by our auditors that they are nearly complete with their internal processes, but require a little more time to complete the audit. We have been further advised by the auditors that they expect to complete the audit this week, which will permit the 10-K to be filed this week well prior to the 15 day deadline," stated the Company in the regulatory filing. In 2017, the Company reduced its net loss to $613,000 after applying an income tax benefit and reduced its loss from operations to $8.3 million. In 2016, the Company's net loss was $75 million and its loss from operations was $106 million. The primary differences were a reduction in G&A to $2.4 million from $4.1 million in 2016 and in 2017 the Company did not suffer any impairment of its in process research and development while in 2016 it incurred a $92 million impairment charge. About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Based in Tucker, Georgia, Cocrystal Pharma has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Its focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating its research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. The report from BDO USA, LLP, in Seattle, Washington, the Company's independent registered public accounting firm for the year ended Dec. 31, 2016, included an explanatory paragraph stating that that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Cocrystal Pharma reported a net loss of $74.87 million in 2016, a net loss of $50.12 million in 2015 and a net loss of $99,000 in 2014. As of Sept. 30, 2017, Cocrystal Pharma had $122.3 million in total assets, $22.25 million in total liabilities and $99.99 million in total stockholders' equity. CONVEYANT SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Conveyant Systems, Inc. P.O. Box 28 Lawrenceville, GA 30046 Business Description: Conveyant Systems, Inc. -- http://www.conveyant.com-- develops and markets the Sentry E-911 Emergency Response Management Solutions (ERM) and TeleDirectory family of PC-based Operator Consoles for enterprises in all vertical markets. Conveyant Systems has been providing data management and telecommunications systems to government, education, medical and enterprise markets for more than 30 years. Conveyant Systems, Inc. is headquartered in Suwanee, Georgia and maintains regional offices in California, and Harrisburg. Chapter 11 Petition Date: March 20, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 18-54755 Debtor's Counsel: W. Douglas Jacobson, Esq. LAW OFFICES OF DOUGLAS JACOBSON, LLC Suite 100 107 Colony Park Drive Cumming, GA 30040 Tel: (678) 341-9114 Fax: (888) 990-1740 E-mail: douglas@douglasjacobsonlaw.com Total Assets: $193,600 Total Liabilities: $4.02 million The petition was signed by Timothy Kenyon, 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/ganb18-54755.pdf COTY INC: Moody's Lowers CFR to Ba3 on High Leverage ---------------------------------------------------- Moody's Investors Service downgraded Coty Inc.'s Corporate Family Rating ("CFR") to Ba3 from Ba1 and Probability of Default Rating to Ba3-PD from Ba2-PD. Moody's also downgraded Coty's senior secured term loans to Ba2 (LGD3) from Ba1 (LGD2). Moody's affirmed the company's SGL-3 Speculative Grade Liquidity Rating. At the same time, Moody's assigned a Ba2 (LGD3) rating the proposed 1st lien senior secured credit facilities being issued by Coty Inc. Proceeds from the new credit facilities will be used to refinance existing secured debt at Coty Inc. and at Galleria Co. ("Galleria"), add to existing cash balances, and pay transaction fees and expenses. Existing ratings on debt that is being repaid at Coty Inc. and Galleria will be withdrawn upon close of the transaction. The outlook on all ratings is stable. The downgrade of the CFR reflects Coty's very slow progress at deleveraging following the 2016 acquisition of Procter & Gamble Beauty ("P&G Beauty"). Coty took on a significant amount of debt to acquire the P&G Beauty assets. It then continued to make partially debt-finance acquisitions, and pay high cash dividends ($375 million over the past year) despite facing operating challenges in its business. Together, Coty's actions have stressed its financial profile to a degree where a Ba1 CFR is no longer appropriate. Moody's estimates that Coty's 2018 debt to EBITDA will reach a high of 6.8x, and remain high over the next year. The rating agency expects near-term leverage reduction to be hampered by low organic earnings growth. Coty is in the midst of restructuring its operations to restore growth and improve operating performance. The Ba2 rating on the senior secured debt is one notch higher than the Ba3 Corporate Family Rating. This reflects Moody's expectation that Coty will add a meaningful amount of unsecured debt to the capital structure within the near term. Should that not occur, Moody's will likely downgrade the senior secured debt to Ba3, the same level as the Corporate Family Rating. The stable rating outlook reflects Coty's weak -- albeit improving -- operating performance and its high financial leverage. The following is a summary of Moody's rating actions: Downgrades: Issuer: Coty Inc. Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD Corporate Family Rating, Downgraded to Ba3 from Ba1 Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD3) from Ba1 (LGD2), to be withdrawn at close Issuer: Galleria Co. Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD3) from Ba1 (LGD2), to be withdrawn at close Assignments: Issuer: Coty Inc. Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3) Affirmations: Issuer: Coty Inc. Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook Actions: Outlook, Changed To Stable From Negative on both issuers RATINGS RATIONALE Coty's Ba3 CFR reflects the company's high debt to EBITDA financial leverage, estimated at about 6.7x, and weak free cash flow. Moody's expects Coty to generate negative free cash flow over the next several quarters in part due to its high capital spending, restructuring costs, and dividends. The rating also reflects the company's concentration in fragrance and color cosmetics. This concentration creates exposure to discretionary consumer spending. It also requires continuous product and brand investment to minimize revenue volatility as these categories tend to be more fashion driven than other beauty products. Coty will remain more concentrated than its primary competitors in mature developed markets. This creates growth challenges and investment needs to more fully build its global distribution capabilities and brand presence. The ratings are supported by the company's large scale, its portfolio of strong brands, and good product and geographic diversification. Moody's expects that Coty will generate modest revenue and organic earnings growth in the next 12-18 months. Earnings growth will benefit from synergies related to the P&G Beauty acquisition. The company estimates that it will reach $750 million in synergies through 2020 (after $1.2 billion in upfront costs). The SGL-3 Speculative Grade Liquidity Rating reflects Moody's view that Coty's liquidity is adequate. The proposed secured credit facility will be subject to a total net leverage financial covenant with step downs. Moody's projects that the company will maintain good headroom under the total net leverage covenant over the next 12 months. Coty's CFR is weakly positioned at the Ba3 level due to its very high financial leverage. Coty's ratings could be downgraded if operating performance does not improve such that that the company generates positive operating earnings and free cash flow. A downgrade could also occur if the company does not make meaningful progress to in reducing debt to EBITDA below 6.0x. A downgrade could also occur if there is a deterioration in the company's liquidity or if the company pursues material debt funded acquisitions or shareholder returns. Coty's ratings could be upgraded if it generates sustained organic operating profit growth, and improves credit metrics. Specifically, debt / EBITDA would need to be sustained below 5.0x before Moody's would consider an upgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Coty Inc. ("Coty"), a public company headquartered in New York, NY, is one of the leading manufacturers and marketers of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 130 countries. The company generates roughly $9.2 billion in annual revenues. CRYODORANT LLC: Hires Martin Thomas as Counsel ---------------------------------------------- Cryodorant, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Martin Thomas, Esq., as counsel to the Debtor. Cryodorant, LLC requires Martin Thomas to: a. advise and consult with the Debtor concerning (i) legal questions arising in administering the reorganization of the Debtor's estate and (ii) the Debtor's right and remedies in connection with the estate's assets and creditors' claims; b. assist the Debtor in the formulation of a disclosure statement and plan of reorganization and will assist the Debtor in obtaining confirmation and consummation of a plan of reorganization; c. assist the Debtor in preserving and protecting the Debtor's estate; d. investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtor's avoiding powers; e. prepare any pleadings, motions, answers, notices, orders and reports that are required for the orderly administration of the Debtor's estate; f. represent Debtor in adversary proceedings; and g. perform any and all other legal services for the Debtor that the Debtor determines are necessary and appropriate to faithfully discharge its duties as a debtor in possession. Martin Thomas will be paid at the hourly rate of $400. Martin Thomas will also be reimbursed for reasonable out-of-pocket expenses incurred. Martin K. Thomas, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Martin Thomas can be reached at: Martin K. Thomas, Esq. P.O. Box 36528 Dallas, TX 75235 Tel: (214) 951-9466 Fax: (855) 301 8792 E-mail: martin@martinkthomas.com About Cryodorant, LLC Cryodorant, LLC, based in Irving, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-40276) on Feb. 8, 2018. In the petition signed by Daniel Schreimann, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades presides over the case. Martin K. Thomas, Esq., serves as bankruptcy counsel to the Debtor. CUSTOM BLINDS: Hires Romy J. Lee as Tax Preparer ------------------------------------------------ Custom Blinds and Components, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Romy J. Lee, C.P.A., as tax preparer to the Debtor in the ordinary course of the Debtor's business. Custom Blinds requires Romy J. Lee to render postpetition tax preparation, review financial statements, and perform related services. Romy J. Lee will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. On February 9, 2018, Ms. Lee began to prepare Debtor's 2017 state and federal income tax returns. On February 28, 2018, in line with the parties' customary dealings, Ms. Lee sent Debtor a flat fee invoice in the amount of $1,800, which described services rendered as "compilation service" and "corporate income tax return." Romy J. Lee will also be reimbursed for reasonable out-of-pocket expenses incurred. Romy J. Lee, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Romy J. Lee can be reached at: Romy J. Lee 20 Corporate Park, Suite 295 Irvine, CA 92606 Tel: (949) 955-3388 About Custom Blinds and Components Custom Blinds and Components, Inc. -- https://www.cbc-contract.com -- is a distributor of window covering components including faux wood blinds, vertical blinds, and roller shade. The company has been supplying window covering to the multi-family market since 2010. Custom Blinds currently operates out of a 32,000-square-foot facility in Chino, California. Custom Blinds and Components sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10621) on Jan. 26, 2018. In the petition signed by Wei Liu, CEO, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Scott H. Yun presides over the case. The Debtor tapped Arent Fox LLP as its legal counsel. D-M-B CORPORATION: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Debtor: D-M-B Corporation c/o Michael DiMedio 480 Westminster Avenue Haddonfield, NJ 08033 Business Description: D-M-B Corporation, a lessor of real estate properties, owns in fee simple interest a vacant commercial lot of approximately 2 acres, Block 1185, Lot 1, Camden, NJ, commonly known as 1701 Federal Street, Camden, NJ valued at $600,000 (based on broker's opinion). The Company also owns an improved commercial lot with warehouse of approximately 6,000 sq ft, Block 1199, Lot 2, Camden, NJ commonly known as 2 S. 18th Street, Camden, NJ valued at $250,000 (based on broker's opinion). Chapter 11 Petition Date: March 20, 2018 Court: United States Bankruptcy Court District of New Jersey (Camden) Case No.: 18-15485 Judge: Hon. Andrew B. Altenburg Jr. Debtor's Counsel: Ira Deiches, Esq. DEICHES & FERSCHMANN 25 Wilkins Ave. Haddonfield, NJ 08033 Tel: (856) 428-9696 Fax: (856) 795-6983 E-mail: ideiches@deicheslaw.com Total Assets: $1.37 million Total Liabilities: $1.28 million The petition was signed by Michael DiMedio, president. A full-text copy of the petition, along with a list of 11 unsecured creditors, is available for free at: http://bankrupt.com/misc/njb18-15485.pdf DIFFUSION PHARMACEUTICALS: Execs. Got $221K Cash Bonuses in 2017 ---------------------------------------------------------------- The Compensation Committee of the Board of Directors of Diffusion Pharmaceuticals, Inc. has approved cash bonus awards for the fiscal year ended Dec. 31, 2017 for the Company's named executive officers as follows: Name and Principal Position: David G. Kalergis Chief Executive Officer Year: 2017 Salary: $317,677 Bonus: $0 Option Awards: $99,966 All Other Compensation: $92,612 Total: $510,255 Name and Principal Position: John L. Gainer, Ph.D. Chief Scientific Officer Year: 2017 Salary: $265,958 Bonus: $0 Option Awards: $82,899 All Other Compensation: $99,508 Total: $448,365 Name and Principal Position: Ben L. Shealy Senior Vice President - Finance, Treasurer & Secretary Year: 2017 Salary: $178,400 Bonus: $0 Option Awards: $56,323 All Other Compensation: $55,311 Total: $290,034 The "All Other Compensation" represents annual cash incentive bonus paid to Messrs. Kalergis, Gainer and Shealy in (i) March 2018 for service in 2017 in the amount of $81,000, $89,000 and $51,000, respectively. The remaining amounts represents 401(k) Plan matching contributions by the Company for the applicable year. A full-text copy of the Form 8-K is available for free at: https://is.gd/jCV7fv About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com-- is a clinical-stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead product candidate, trans sodium crocetinate (TSC), for use in the many cancers where tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of SOC treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of SOC treatments without the apparent occurrence of any serious side effects. Diffusion reported a net loss of $18.03 million for the year ended Dec. 31, 2016, compared to a net loss of $6.71 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $28.32 million in total assets, $21.97 million in total liabilities and $6.35 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities. These conditions raise substantial doubt about its ability to continue as a going concern. FLOR20 LLC: Hires Timothy P. Thomas as Counsel ---------------------------------------------- Flor20, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of Timothy P. Thomas, LLC, as counsel to the Debtor. Flor20, LLC requires Timothy P. Thomas to: a. provide legal services and counsel regarding negotiations with creditors, creation of a plan or organization, protection of the Debtor's rights as a debtor in possession; b. provide analysis of asset valuation, analysis of claims and objections to the claims file against the Debtor, analysis of claims held by the Debtor; and c. render other services for the proper performance of the Debtor as debtor in possession under the Bankruptcy Rules and the U.S. Trustee guidelines. Timothy P. Thomas will be paid at these hourly rates: Attorneys $350 Paralegals $150 Timothy P. Thomas will be paid a retainer in the amount of $15,000. Timothy P. Thomas will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy P. Thomas, partner of the Law Office of Timothy P. Thomas, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Timothy P. Thomas can be reached at: Timothy P. Thomas, Esq. LAW OFFICE OF TIMOTHY P. THOMAS, LLC 1771 E. Flamingo Rd., Suite B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 About Flor20, LLC Flor20, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-10699-LED) on Feb. 13, 2018. The Debtor hired Timothy P. Thomas, Esq., at Law Office of Timothy P. Thomas, LLC, as counsel. FM 544 PARK: Trustee Hires CBRE Land as Real Property Expert ------------------------------------------------------------ Kevin D. McCullough, the Chapter 11 Trustee of FM 544 Park Vista Ltd., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ CBRE Land Services Group, as expert and real estate broker to the Trustee. The Trustee requires CBRE Land to: a. assess the range of appropriate market ask prices for future marketing and sale of the unimproved real property (the "FM 544 Property") that is the principal asset in the Bankruptcy Cases with regard to the Trustee's also pending Motion for Approval of Sale of Real Property Free and Clear of All Liens, Claims, Encumbrances, and Interests Under Section 363 of the Bankruptcy Code and Related Relief(the "Sale Motion"); b. if the sale sought to be approved in the Sale Motion is not approved by the Bankruptcy Court or the sale referenced therein does not close, then using commercially reasonable efforts to affect a sale of the FM 544 Property; and c. prepare for the Trustee a marketing plan setting forth a strategy for sale of the FM 544 Property and placing professionally designed signage on the FM 544 Property which contains CBRE's logo and advertises the FM 544 Property for sale and exposing the FM 544 Property to a wide variety of purchasers using CBRE's standard marketing materials including flyers, brochures, and web advertising, done diligently pursuant to the marketing plan to be approved by the Trustee with the intention of selling the FM 544 Property to the highest bidder. CBRE Land will be paid as follows: Expert Services $350 Commission 6% of the purchase price Marty Neilon, vice president of CBRE Land Services Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. CBRE Land can be reached at: Marty Neilon CBRE LAND SERVICES GROUP 2100 McKinney Ave., Suite 700 Dallas, TX 75201 Tel: (214) 979-6100 About FM 544 Park Vista Ltd. FM 544 Park Vista Ltd. was formed on April 29, 2014, to acquire and prepare for development a 31.5 acre tract located in Plano, Collin County, Texas as a 318-unit senior housing apartment complex. The general partner of FM 544 is Pavist, a limited liability company, while the sole limited partner is Shaw Family Trust No. 3. FM 544 Park Vista Ltd., based in Addison, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34255) on Nov. 7, 2017. Pavist, LLC, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34274-11) on Nov. 9. Richard Shaw, their manager, signed the petitions. The bankruptcy cases are being jointly administered for procedural purposes only under the case of FM 544 Park Vista. Judge Stacey G. Jernigan presides over the cases. FM 544 estimated $1 million to $10 million in both assets and liabilities. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP, is the Debtors' bankruptcy counsel. Kevin D. McCullough is the court-appointed Chapter 11 trustee for the Debtors. The Trustee retained his own firm, ROCHELLE McCULLOUGH, LLP, as counsel. He tapped Barg & Henson, P.C., as his accountant. FULLBEAUTY BRANDS: Moody's Lowers Corporate Family Rating to Caa2 ----------------------------------------------------------------- Moody's Investors Service downgraded most of its ratings for FULLBEAUTY Brands Holdings Corp. ("FULLBEAUTY"), including the company's Corporate Family Rating ("CFR") and Probability of Default Rating (to Caa2 from Caa1 and to Caa2-PD from Caa1-PD, respectively). Concurrently, the rating for the company's $820 million senior secured first-lien term loan was downgraded to Caa1 from B3. The rating for its $345 million senior secured second-lien term loan are unchanged at Caa3. All ratings have been placed on review for downgrade. "The downgrades reflect Moody's view that FULLBEAUTY's debt capitalization is untenable in its current form and there is heightened risk of default via an eventual requisite restructuring," said Moody's Vice President and lead analyst for the company, Brian Silver. "The review is pending release of full-year 2017 and early 2018 financial performance, and will focus on what Moody's believe remains a difficult operating environment and the ability of still new senior management to effect a more fulsome turnaround," added Silver. The following ratings of FULLBEAUTY Brands Holdings Corp. have been downgraded and placed on review for downgrade: Corporate Family Rating, to Caa2 from Caa1 Probability of Default Rating, to Caa2-PD from Caa1-PD $820 million Senior Secured First-Lien Term Loan due 2022, to Caa1 (LGD3) from B3 (LGD3) The following rating of FULLBEAUTY Brands Holdings Corp. is placed on review for downgrade: $345 million Senior Secured Second-Lien Term Loan due 2023, Caa3 (LGD5) RATINGS RATIONALE FULLBEAUTY Brands' ratings are constrained by the company's deemed untenable capital structure, owing to its very high financial leverage approximating 9.0 times debt-to-EBITDA on a Moody's-adjusted basis for the twelve months ended September 30, 2017. This is compounded by Moody's expectation that the modest-sized and niche-oriented company's operating performance will remain challenged in a persistently difficult market environment for retail, with constrained earnings and heavy debt service costs yielding moderately negative to break-even free cash flow generation over the next 12-18 months. It also reflects heightened default risk given Moody's expectation that the company will be challenged to sufficiently improve profitability such that its balance sheet will be refinanceable at acceptable market levels over the next few years. However, Moody's noted that the company still benefits from a lack of near-term debt maturities, affording it some additional time to effect a prospective turn-around. As a direct-to-consumer online and catalog retailer, it also has relatively modest capital investment requirements. Favorable demographic trends with respect to a broadly overweight population in the US, along with good breadth and mix of product offerings relative to many competitors and more traditional retailers, also represent mitigating considerations, according to the rating agency. The ratings have been placed under review pending the release of the company's full-year 2017 financial results and additional detail and assessment of what actions the company is taking to improve its business fundamentals on a go-forward basis. Ratings could be downgraded if liquidity deteriorates and ensuing default risk rises further, including through a distressed exchange. Alternatively, the ratings could be upgraded if the company generates positive free cash flow and materially improves its liquidity profile. The principal methodology used in these ratings was Retail Industry published in October 2015. FULLBEAUTY Brands Holdings Corp. (Fullbeauty), headquartered in New York, New York, is a retailer specializing in the sale of plus-size apparel nationally through its direct-to-consumer print media and e-commerce websites. The company operates seven unique lifestyle brands through its branded websites and print media, including Woman Within, Roaman's, Jessica London, Swimsuitsforall, King Size, ellos, and BrylaneHome, as well as an online marketplace, fullbeauty.com. The company is majority-owned by Apax Partners LLP, with Charlesbank Capital Partners owning approximately 25%. The company generated revenue of approximately $914 million for the twelve-month period ended September 30, 2017. GLOBAL PAYMENTS: Moody's Alters Outlook to Pos. & Affirms Ba2 CFR ----------------------------------------------------------------- Moody's Investors Service affirmed Global Payments Inc.'s Ba2 Corporate Family Rating (CFR), the Ba2 ratings for its senior secured credit facilities, and the SGL-1 Speculative Grade Liquidity Rating. The ratings outlook was changed to positive from stable. RATINGS RATIONALE The positive outlook reflects the successful integration of Heartland Payment Systems and Moody's expectation for continued solid earnings growth. Pro forma for the repayment of about $300 million of debt from repatriated cash in February 2018, total debt to EBITDA was approximately 4.5x (Moody's adjusted), down from about 5.8x at the close of the Heartland acquisition in April 2016. Moody's expects Global Payments to generate adjusted EBITDA growth of about 15% driven by strong organic revenue growth and approximately 75 basis points of EBITDA margin expansion in 2018 (excluding the effect of ASC 606 accounting standard). Moody's expects over $700 million of free cash flow in 2018. The Ba2 CFR reflects Global Payments' solid revenue and earnings growth driven by its technology-enabled payment services and strong distribution capabilities. Global Payment's credit profile is supported by its recurring, transaction-based revenues, good operating scale and global footprint. Assuming that there are no acquisitions, Moody's expects Global Payment's total debt to EBITDA to decline to about 3.8x (Moody's adjusted) and free cash flow to increase to about 15% of total debt (Moody's adjusted) by the end of 2018. However, acquisitions are integral to the company's growth strategy. While Moody's recognizes management's good track record of accelerating growth through acquisitions, large debt-financed acquisitions would lead to a period of elevated financial leverage and integration risks. At the same time, Moody's expects that Global Payment will manage its long term financial leverage within its targeted range of 3x to 3.5x (which excludes borrowings under the company's short-term credit lines related to the settlement of payment transactions that added 0.5x to total leverage). Global Payments faces intense competition but its strong distribution capabilities from a large direct sales force and partner network, coupled with the integration of a large share of its payments services with software applications, provide a competitive advantage. The positive ratings outlook reflects Moody's expectation that Global Payments will generate free cash flow in excess of $700 million and improve total debt to EBITDA to below 4x by year-end 2018. Moody's could upgrade Global Payment's ratings if the company maintains strong earnings growth and management establishes a track record of conservative financial policies. The ratings could be upgraded if Moody's expects total debt to EBITDA (Moody's adjusted) to approach the mid 3x level. The rating could be downgraded if organic net revenue growth weakens materially or changes in financial policies, debt-financed acquisitions or shareholder returns cause total debt to EBITDA (Moody's adjusted) to exceed mid 4x. Ratings Affirmed: Issuer: Global Payments Inc. -- Corporate Family Rating - Ba2 -- Probability of Default Rating - Ba2-PD -- Senior secured credit facilities - Ba2 (LGD 3) -- Speculative Grade Liquidity Rating - SGL-1 Outlook Changed to Positive, from Stable Global Payments is a leading provider of merchant acquiring and payment technology services to merchants. HARD ROCK EXPLORATION: Trustee Hires Suttle as Accountant --------------------------------------------------------- Robert W. Leasure, Jr., the Chapter 11 Trustee of Hard Rock Exploration, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Suttle & Stalnaker, PLLC, as accountant to the Trustee. The Trustee requires Suttle to: a. prepare the Debtors' tax returns for the year ended December 31, 2017; and b. prepare the federal and state tax returns and related filings to the Debtors, including the issuance of K-1's for the year ended December 31, 2017. Suttle will be paid will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Suttle is owed $269,950 for the past accounting services. Suttle has supplied a series of flat fee quotes totaling $18,775 and $105,725 to prepare the Debtors' Tax Returns. Suttle will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Newton, managing partner of Suttle & Stalnaker, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Suttle can be reached at: Robert C. Newton SUTTLE & STALNAKER, PLLC 1411 Virginia Street, East, Suite 100 Charleston, EV 25301 Tel: (304) 343-4126 About Hard Rock Exploration Founded in 2003, Hard Rock Exploration, Inc., and its affiliates provide oil and gas exploration and production services in Virginia and West Virginia. Hard Rock focuses on drilling horizontal wells. Hard Rock Exploration, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5, 2017. The affiliates are Caraline Energy Company (Bankr. S.D. W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va. 17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463) and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464). In the petitions signed by James L. Stephens, the Debtors' president, Hard Rock and Caraline Energy each estimated $10 million to $50 million in assets and liabilities. The Hon. Frank W. Volk presides over the cases. Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler Bell PLLC, serve as counsel to the Debtors. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Hard Rock Exploration, Inc. The committee members are: (1) Richard L. Wilson; (2) John M. Dosker; and (3) Jim Schwab Pi Star Communications. On Jan. 3, 2018, the Bankruptcy Court of the Southern District of West Virginia appointed Robert W. Leasure, Jr., as the Chapter 11 Trustee of Hard Rock Exploration, Inc. The Trustee hired Jackson Kelly PLLC, as counsel. HHGREGG INC: Committee Hires Gavin/Solmonese as Preference Expert ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of hhgregg, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Southern District of Indiana to retain Gavin/Solmonese LLC as preference expert to the Committee. The Committee requires Gavin/Solmonese to: a) review and analyze the claims, potential defenses and other matters pertinent to preference litigation; b) review and analyze expert reports provided by defendants to the preference litigation; c) review the assumptions and assertions underlying defendants defenses and advise the Committee as to Gavin/Solmonese's independent expert opinion regarding those defenses; d) prepare and provide reports of Gavin/Solmonese's independent expert opinion for preference litigation matters where required; e) provide testimony in deposition and court hearings in defense of Gavin/Solmonese's independent expert opinions and in rebuttal to defendants' expert reports; f) provide such other tasks as the Committee or its counsel may reasonably request of an independent expert in preference matters in the course of exercise of the Committee's duties in these cases. Gavin/Solmonese will be paid at these hourly rates: Edward T. Gavin $700 Jeremy VanEtten $425 Gavin/Solmonese will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward T. Gavin, managing director of Gavin/Solmonese LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Gavin/Solmonese can be reached at: Edward T. Gavin GAVIN/SOLMONESE LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801 Tel: (302) 655-8997 Fax: (302) 655-6063 About hhgregg, Inc. Indianapolis, Indiana-based hhgregg, Inc., is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via http://www.hhgregg.com/ hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc., as tax advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17-01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. The Committee retained Province Inc. as financial advisor. The Committee tapped Chipman Brown Cicero & Cole, LLP as its special counsel. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms, and said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC, and Great American Group, LLC, to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. In an April order, the Bankruptcy Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc., and HHG Distributing, LLC, entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. As of June 8, 2017, the Debtors have completed store closing sales in all its stories. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. IMAGEWARE SYSTEMS: Reports $13.7 Million Net Loss for 2017 ---------------------------------------------------------- Imageware Systems Incorporated filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss available to common shareholders of $13.71 million on $4.29 million of revenues for the year ended Dec. 31, 2017, compared to a net loss available to common shareholders of $10.87 million on $3.81 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Imageware Systems had $11.60 million in total assets, $10.45 million in total liabilities and $1.14 million in total shareholders' equity. Mayer Hoffman McCann P.C., San Diego, California, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has incurred recurring operating losses and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. At Dec. 31, 2017, the Company had a working capital deficit of approximately $415,000, compared to a working capital deficit of approximately $3,014,000 at Dec. 31, 2016. Its principal sources of liquidity at Dec. 31, 2017 consisted of approximately $7,317,000 of cash, compared to available borrowings under its Lines of Credit of $3,350,000, and approximately $1,586,000 in cash at Dec. 31, 2016. "Considering our projected cash requirements, and assuming we are unable to generate incremental revenue, our available cash may be insufficient to satisfy our cash requirements for the next twelve months from the date of this filing," the Company stated in the Annual Report. "To address our working capital requirements, management may seek additional equity and/or debt financing through the issuance of additional debt and/or equity securities or may seek strategic or other transactions intended to increase shareholder value. There are currently no formal committed financing arrangements to support our projected cash shortfall, including commitments to purchase additional debt and/or equity securities, or other agreements, and no assurances can be given that we will be successful in raising additional debt and/or equity securities, or entering into any other transaction that addresses our ability to continue as a going concern." A full-text copy of the Form 10-K is available for free at: https://is.gd/b4V8FQ Form 10-K Filing Delay ImageWare Systems was unable to complete its review of certain information required to prepare a complete filing, including the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in Part IV, Item 15 of its Annual Report on Form 10-K for the year ended Dec. 31, 2017. As a result, the Company was unable to file the 10-K in a timely manner without unreasonable effort or expense. About ImageWare Systems ImageWare Systems, Inc. -- http://iwsinc.com-- is a developer of mobile and cloud-based identity management solutions, providing biometric authentication solutions for the enterprise. The Company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer multi-factor authentication for smartphone users, for the enterprise, and across industries. ImageWare's products support multi-modal biometric authentication including, but not limited to, face, voice, fingerprint, iris, palm, and more. All the biometrics can be combined with or used as replacements for authentication and access control tools, including tokens, digital certificates, passwords, and PINS, to provide the ultimate level of assurance, accountability, and ease of use for corporate networks, web applications, mobile devices, and PC desktop environments. ImageWare is headquartered in San Diego, Calif., with offices in Portland, OR, Ottawa, Ontario, and Mexico City, Mexico. To learn more about ImageWare, visit http://iwsinc.com; follow the Company on Twitter, LinkedIn, YouTube and Facebook. INTERNATIONAL SHOPPES: Hires Morrison Valuation as Accountant ------------------------------------------------------------- International Shoppes, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Morrison Valuation & Forensic Services, LLC, as forensic accountant to the Debtor. International Shoppes requires Morrison Valuation to: (a) develop findings, conclusions, and opinions, and consult with Debtor regarding certain business, financial, and accounting matters arising from the contractual and other financial relationships between Debtor and BlackMINE Property Management, LLC; (b) testify as an expert witness; and (c) prepare a report that will be made available to Debtor's mortgage holder and the Office of the U.S. Trustee in Debtor's bankruptcy case. Morrison Valuation will be paid at the hourly rate of $75 to $375. The Firm will be paid a retainer in the amount of $10,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. A separate application to retain Accountant is being filed by Avenue Shoppes, LLC, an affiliate of Debtor, in a Chapter 11 case filed in the Bankruptcy Court, case no. 6:17-bk-07663-KSJ. Robert Morrison, partner of Morrison Valuation & Forensic Services, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Morrison Valuation can be reached at: Robert Morrison MORRISON VALUATION & FORENSIC SERVICES, LLC 934 N. Magnolia Ave., Suite 199 Orlando, FL 32803 Tel: (407) 770-1280 About International Shoppes Based in Windmere, Florida, International Shoppes, LLC, owns and operates a shopping center located at 5600-5752 International Drive, Orlando, FL 32819. The shopping center is across from the Universal Studios theme park. The company was incorporated in 2006. International Shoppes first sought bankruptcy protection on Oct. 21, 2010 (Bankr. M.D. Fla. Case No. 10-18809). International Shoppes filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07549) on Dec. 4, 2017. In the petition signed by Abdul Mathin, chief restructuring officer, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. David R. McFarlin, Esq. at Fisher Rushmer, P.A., is the Debtor's bankruptcy counsel. JBC AGRICULTURAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: JBC Agricultural Management, LLC 225 Main Street, Suite 303 P.O. Box 1073 Carbondale, CO 81623 Business Description: JBC Agricultural Management, LLC is a privately held company whose principal assets are located at 11864 County Rd 12 San Acacio, CO 81151. Chapter 11 Petition Date: March 20, 2018 Case No.: 18-12089 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Thomas B. McNamara Debtor's Counsel: Jeffrey S. Brinen, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: jsb@kutnerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tai Jacober, manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob18-12089_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob18-12089.pdf JEFFERSON AUTO: Hires Robert L. Marrero as Counsel -------------------------------------------------- Jefferson Auto Service, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ the Law Office of Robert L. Marrero, LLC, as counsel to the Debtor. Jefferson Auto requires Robert L. Marrero to: a. represent Debtor-in-Possession in legal matters arising out of the administration of the Chapter 11 proceeding including but not limited to the defense and prosecution of all motions, proceedings, and actions instituted by or against the Debtor-in-Possession; and b. to prosecute and defend all suits involving the Debtor's assets involved in this estate, less and except any special counsel appointed for issues involving specialized expertise. Robert L. Marrero will be paid at these hourly rates: Attorneys $350 Associates $150 Paraprofessionals $45 Robert L. Marrero will be paid a retainer in the amount of $7,000. Robert L. Marrero will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert L. Marrero, founding partner of the firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robert L. Marrero can be reached at: Robert L. Marrero, Esq. LAW OFFICE OF ROBERT L. MARRERO, LLC 401 Whitney Avenue, Suite 126 Gretna, LA 70056-2577 Tel: (504) 366-8025 Fax: (504) 366-8026 E-mail: marrero1035@bellsouth.net About Jefferson Auto Service Jefferson Auto Service, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 18-10459) on March 2, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Robert L. Marrero, Esq., at the Law Office of Robert L. Marrero, LLC. KING'S PEAK ENERGY: Hires Meagher Energy as Broker -------------------------------------------------- King's Peak Energy, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Meagher Energy Advisors, Inc., as broker to the Debtor. The Debtor is an independent energy company engaged in the exploration, development, production and sale of crude oil and natural gas in Wyoming and Utah. The Debtor owns 12 producing wells in five fields in Uinta County Wyoming. The Debtor also owns 2 active wells in a single field in Summit County, Utah. King's Peak Energy requires Meagher Energy to market and sell the 12 producing wells in Wyoming, and the 2 active wells in Utah. Meagher Energy will be paid a commission of 1% to 6% of the purchase price. Meagher Energy will be paid an engagement fee of $50,000. Matthew E. Meagher, president of Meagher Energy Advisors, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Meagher Energy can be reached at: Matthew E. Meagher MEAGHER ENERGY ADVISORS, INC. 6040 Greenwood Plaza Blvd. Greenwood Village, CO 80111 Tel: (303) 721-6354 About King's Peak Energy King's Peak Energy, LLC is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. The Debtor filed a Chapter 11 petition (Bankr. D. Colo Case No. 17-16046) on June 29, 2017. In the petition signed by Fred Soliz, manager/member, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Elizabeth E. Brown presides over the case. The Debtor is represented by Andrew D. Johnson, Esq. and Christian C. Onsager, Esq., of Onsager Fletcher Johnson LLC, as counsel. KMH INC: Cantor Commercial to Auction Hotel Property on July 10 --------------------------------------------------------------- First American Title Company Inc., as Successor Trustee, will sell at public auction, to the highest bidder, for cash, the real property at 2209 E. Sherman Avenue, Coeur d' Alene, Idaho. Specifically, First American will sell Lots 1 through 12, and inclusive of Block 9. The Baymont Inn & Suites Coeur D Alene is situated on the property. The auction will be held at First American's office at 10:00 a.m. (recognized local time) on July 10, 2018. The sale will be made without covenant or warranty regarding title, possession, or encumbrances to satisfy the obligations secured by and pursuant to the power of sale conferred in the Deed of Trust, Security Agreement, Assignment of Leases and Fixture Filing executed by, KMH, Inc an Idaho corporation, as Grantor(s), North Idaho Title, an Idaho Corporation, as Trustee, for the benefit and security of, Cantor Commercial Real Estate Lending, L.P., a Delaware limited Partnership, as Beneficiary. The Deed of Trust, Security Agreement, Assignment of Leases and Fixture Filing was recorded July 8, 2014 as Kootenai County Recorder's Instrument No. 2462266000. The Beneficial Interest on the property was later assigned to Wilmington Trust, National Association, as trustee, for the benefit of the Holders of Comm 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates by Assignment of Deed of Trust, Security Agreement, Assignment of Leases and Fixture Filing, recorded November 13, 2014 as Kootenai County Recorder's Instrument No. 2476309000. According to the Notice of Sale, the default for which this sale is to be made is as follows: 1) Failure to make the monthly payment installments as required by the Note, resulting in a default. According to Article VIII Section 8.1(b) of Loan Agreement dated July 3, 2014, this event of Default allowed lender to enforce its rights to declare the obligations to be immediately due and payable. This note is now due in full. 2) Additional default has occurred under Article VIII Section 8.1(xviii) of the Loan Agreement dated July 3, 2014, if any Franchise Agreement expires, or is terminated, cancelled or otherwise surrendered or discontinued prior to the commencement of a Replacement Franchise agreement for the applicable Hotel. Specifically, Conversion of the Hotel Property from a LaQuinta-branded hotel to a Baymont-branded hotel without written approval of Plaintiff or its predecessors in interest. 3) Additional default has occurred under Article VIII Section 8.1(iv) of the Loan Agreement dated July 3, 2014, if Borrower Transfers or otherwise encumbers any portion of any property or the Collateral in violation of the provisions of this agreement, specifically, borrower has procured secondary financing Deed of Trust dated March 22, 2017 Kootenai County's Instrument Number 2587176000. The Grantor(s) are named to comply with Section 45-1506(4)(a), Idaho Code. No representation is made that they are, or are not, presently responsible for this obligation. As of February 6, 2018 there is due and owing on the loan an unpaid principal balance of $7,316,843.17, accrued interest in the amount of $365,408.03, plus default interest on principal in the amount of $498,216.37, Late Fees in the amount of $96,487.90, a tax balance in the amount of -5,759.75, and a reserve balance in the amount of -$218,545.53, plus other fees in the amount of $1,689,475.99 for a total amount due of $9,735,126.18. Interest continues to accrue on the Note at the current rate of 11.514% per annum with a per diem rate of $2,344.04 after February 6, 2018. All delinquencies are now due together with any late charges, advances to protect the security, and fees and costs associated with this foreclosure. The Beneficiary elects to sell or cause said property to be sold to satisfy said obligation. A receivership case was filed against KMH on March 5, 2018. The case is, Wilmington Trust National Association vs. KMH Inc, et al., Case No. CV-2018-0001934, in the First Judicial District of the Idaho District Courts, before Judge John T. Mitchell. Wilmington Trust also named as defendants Does I-X, Jane Does I-X, John KMH Inc McCarthy Capital Inc, and White Corporations I-X. Information concerning the foreclosure action may be obtained from the Trustee: Kaitlin Ann Gotch, Trust Officer First American Title Company 1866 North Lakewood Dr Coeur d'Alene, Idaho Tel: (208) 785-2515 KMH is represented by: Brent Schlotthauer, Esq. Vasseur & Schlotthauer PLLC 409 E Coeur Dalene Ave Coeur D Alene, ID 83814 Tel: (208) 664-4457 L & E RANCH: Seeks Court Approval of Amended Disclosure Statement ----------------------------------------------------------------- L & E Ranch LLC filed a motion asking the U.S. Bankruptcy Court for the District of Hawaii for an entry of an order approving its amended disclosure statement and tentatively approving its amended plan of reorganization dated March 5, 2018. The Debtor also requests the Court set the following hearing date and deadlines for balloting and objections: * Confirmation Hearing Date: Approximately 60 days from the hearing date on the motion. * Deadline to Serve Solicitation Package: At least 45 days prior to the Confirmation Hearing Date. * Deadline to File Confirmation Brief and Declarations in Support of Confirmation: 45 days prior to Confirmation Hearing Date. * Deadline to File Objections to Confirmation of Amended Plan, Any Expert Reports, and Declarations in Opposition: 28 days prior to the Confirmation Hearing. * Deadline for Debtor to File Reply Brief and Rebuttal and Declarations: Seven days prior to the Confirmation Hearing. * Balloting Deadline: 4:00 p.m. on the first business day that is at least 10 days before the Confirmation Hearing. * Deadline to Submit Ballot Tabulation: At least seven business days prior to the Confirmation Hearing. About L & E Ranch L & E Ranch LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 17-01184) on Nov. 10, 2017. Judge Robert J. Faris presides over the case. Steven Guttman of Kessner Umebayashi Bain & Matsunaga is the Debtor's legal counsel. LALLI BAWA: Faces April 20 Foreclosure Auction ---------------------------------------------- Soma Syed, Esq., as Referee, will sell at public auction the premises known as 89-07 118TH STREET, RICHMOND HILL, NY. The auction will be held at the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in Courtroom # 25, Jamaica, NY, on April 20, 2018 at 10:00 a.m. The sale is being made pursuant to a Judgment of Foreclosure and Sale dated February 22, 2018 and entered on February 26, 2018, in the case is, NYCTL 2015-A TRUST, and THE BANK OF NEW YORK MELLON, as Collateral Agent and Custodian for the NYCTL 2015-A TRUST, Plaintiffs -against- LALLI BAWA DEVELOPERS INC., et al. Defendant(s), pending before the Queens County Supreme Court. The approximate amount of lien on the property is $15,453.80 plus interest and costs. The Premises will be sold subject to provisions of filed Judgment and Terms of Sale. Counsel to Plaintiffs: Seyfarth Shaw LLP 620 Eighth Avenue New York, NY 10018 LAURELS MEDICAL: Hires Bankruptcy Group as Counsel -------------------------------------------------- Laurels Medical Services, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ The Bankruptcy Group, P.C., as counsel to the Debtor. Laurels Medical requires Bankruptcy Group to: a. provide legal advice to the Debtor in Possession with respect to its powers and duties as a debtor in possession; b. take all necessary action to protect and preserve the estate of Debtor in Possession, including the protection of actions on behalf of the Debtor in Possession, the defense of any actions commenced against Debtor in Possession, the negotiation of disputes in which Debtor in Possession is involved, and the preparation of objections to the claims filed against the estate; c. assist Debtor in Possession in obtaining approval of a disclosure statement and confirmation of its Chapter 11 plan of reorganization; d. prepare the necessary applications, motions, answers, orders, reports and other legal papers; e. appear in Court and to protect the interests of Debtor in Possession before the Court; and f. perform all other legal services for Debtor in Possession that may be necessary and proper in this proceeding. Bankruptcy Group will be paid at these hourly rates: Attorneys $200 to $400 Paralegals $160 Administrative Staff $90 Bankruptcy Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward A. Smith, a partner at The Bankruptcy Group, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bankruptcy Group can be reached at: Edward A. Smith, Esq. Stephan M. Brown, Esq. Daniel J. Griffin, Esq. THE BANKRUPTCY GROUP, P.C. 3300 Douglas Blvd., Suite 100 Roseville, CA 95661 Tel: (800) 920-5351 Fax: (916) 242-8588 E-mail: eric@thebklawoffice.com About Laurels Medical Services Based in Carmichael, California, Laurels Medical Services provides hospital transportation services. The company filed for Chapter 11 protection (Bankr. E.D. Cal. Case No. 18-21107) on Feb. 27, 2018. In the petition signed by Shiraz Mir, the Debtor estimated assets and debt between $1 million and $10 million. Edward A. Smith, Esq., Stephan M. Brown, Esq., and Daniel J. Griffin, Esq., at The Bankruptcy Group, P.C., serve as counsel to the Debtor. LAYLA GRAYCE: Hires Robl Law Group as Counsel --------------------------------------------- Layla Grayce, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Robl Law Group LLC, as counsel to the Debtor. Layla Grayce requires Robl Law Group to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Robl Law Group will be paid at these hourly rates: Partners $350 Associates $250 Paralegals $150 Robl Law Group will be paid a retainer in the amount of $10,000. The Firm subsequently applied $10,000.00 of that retainer to prepetition attorney's fees before filing the above-captioned case. Robl Law Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Robl, a partner at Robl Law Group LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robl Law Group can be reached at: Michael D. Robl, Esq. ROBL LAW GROUP LLC 3754 Lavista Road, Suite 250 Tucker, GA 30084 Tel: (404) 373-5153 Fax: (404) 537-1761 E-mail: michael@roblgroup.com About Layla Grayce Layla Grayce, Inc. -- https://www.laylagrayce.com/ -- operates an online boutique that offers customers access to a variety of products including furniture, lighting, rugs, pillows, decors and bedding & bath. The Company is headquartered in Roswell, Georgia. Layla Grayce, Inc., based in Roswell, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-54196) on March 9, 2018. In the petition signed by Wendy Estes, president, the Debtor disclosed $205,414 in assets and $3.74 million in liabilities. Michael D. Robl, Esq., at Robl Law Group LLC, serves as bankruptcy counsel to the Debtor. LEUCADIA NATIONAL: Moody's Hikes Sr. Unsecured Debt Rating to Ba1 ----------------------------------------------------------------- Moody's Investors Service upgraded Leucadia National Corporation's senior unsecured debt to Ba1 from Ba2. The Baa3 senior unsecured long-term debt ratings of Jefferies Group LLC ("Jefferies") as well as its two principal broker-dealer subsidiaries (issuer ratings at Baa2) were affirmed. The outlook on all entities is stable. Leucadia's Ba1 Corporate Family Rating (CFR) was also upgraded to Baa3 and will be withdrawn, since CFRs are not typically assigned at an investment grade level. Moody's has also withdrawn the outlooks on instrument ratings for Jefferies for its own business reasons. RATINGS RATIONALE The upgrade of Leucadia's senior unsecured debt to Ba1 from Ba2 reflects Leucadia's modest leverage, good liquidity and management's adherence to self-imposed guardrails governing concentration, leverage and liquidity risk at Leucadia. The observance of these limits and the institution of a policy to pay dividends from Jefferies to Leucadia (equal to 50% of Jefferies earnings) benefit Leucadia bondholders. Leucadia bondholders also benefit from some fungibility of capital and liquidity within the group -- particularly amongst its unregulated entities. These factors have reduced but not eliminated the risks resulting from the structural subordination of Leucadia relative to Jefferies. The affirmation of Jefferies ratings reflect the firm's improved performance and management's commitment to a modesty leveraged and rapidly turning balance sheet. Moody's expects Leucadia to continue to pursue an opportunistic merchant banking strategy, sometimes taking advantage of Jefferies relationships. Such transactions can be "lumpy" and often require significant asset sales or reengineering to generate cash flows -- which can make the debt-servicing capabilities and diversification benefits of such investments less predictable. This limits the potential for upward rating pressure on Leucadia's ratings and adherence to the self-imposed restrictions on investment size, parent leverage and liquidity remain critical to maintaining credit quality. In the longer term, Leucadia's rating may be upgraded if it continues a strong track record resulting in a more stable and predictable earnings profile. If Leucadia were to substantially increase double leverage from negligible levels, then this may put negative pressure on the ratings. The ratings of Jefferies (and its operating subsidiaries, Jefferies LLC or Jefferies International Limited) could be upgraded with a significant shift toward a higher-credit quality and more granular risk profile and balance sheet or the addition of a substantial recurring earnings stream of low capital intensity. Alternatively, material earnings weakness and earnings volatility could lead to a downgrade of Jefferies' ratings. The following is a complete list of affected ratings Upgrades: Issuer: Leucadia National Corporation -- Corporate Family Rating, Upgraded to Baa3 from Ba1 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 from Ba2 Affirmations: Issuer: Jefferies Group LLC -- Issuer Rating, Affirmed Baa3, stable -- Senior Unsecred MTN Program, Affirmed (P)Baa3 -- Senior Unsecred Shelf, Affirmed (P)Baa3 -- Pref. Stock, Affirmed Ba2(hyb), stable -- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3, stable Issuer: Jefferies International Limited -- Issuer Rating, Affirmed Baa2 Issuer: Jefferies LLC -- Issuer Rating, Affirmed Baa2 Outlook Actions: Issuer: Jefferies Group LLC -- Outlook, Remains Stable Issuer: Jefferies International Limited -- Outlook, Remains Stable Issuer: Jefferies LLC -- Outlook, Remains Stable Issuer: Leucadia National Corporation -- Outlook, Changed To Stable From Rating Under Review The principal methodology used in these ratings was Securities Industry Market Makers published in September 2017. LISA LORD: Comerica Objects to Pedersons' Disclosure Statement -------------------------------------------------------------- Comerica Bank objects to the disclosure statement filed by the Pedersons' for Debtor Lisa Lord, Inc. Comerica complains that the Pedersons have failed to disclose the size of the fraudulent transfers (the officers' loan) in the Debtor's Schedules, Statement of Financial Affairs and the Disclosure Statement. The Pedersons' systematic looting of the Debtor pre-petition is not adequately disclosed. The Pedersons' current health or fitness is not disclosed in the Disclosure Statement. Both were significant events leading to their looting of the Debtor and the need to file bankruptcy. In addition, the Pedersons falsely disclose their pre-petition income in the Disclosure Statement. Their disclosure ignores their income from stealing from the pre-petition Debtor, particularly now that the Pedersons contemplate forgiving that debt owed to the Debtor. Further, the Pedersons improperly state that the reason they had to file bankruptcy was because "Comerica Bank sued the Debtor in order to try to foreclose on its first lien." The reason for the filing was in fact that the Pedersons looted the Debtor to such a severe extent that the Debtor did not have sufficient cash to meet its obligations. Attorneys for Comerica Bank: Michael J. Durrschmidt Texas Bar No. 06287650 Victoria A. Dessens Texas Bar No. 24105799 HIRSCH & WESTHEIMER, P.C. 1415 Louisiana, Floor 36 Houston, Texas 77002 Telephone: 713-220-9165 Facsimile: 713-223-9319 Email: mdurrschmidt@hirschwest.com vdessens@hirschwest.com About Lisa Lord Inc. Lisa Lord, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 17-10339) on June 9, 2017, disclosing under $500,000 in both assets and liabilities. The Debtor is represented by Robert E. Barron, Esq., at Barron and Barron LLP. The petition was signed by Lisa Pederson, president. The Debtor employs The Taylor Valuation Group, Inc. as appraiser. LONGHORN ESTATE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Longhorn Estate, LLC 149 Bertha Road Burgettstown, PA 15021 Business Description: Longhorn Estate, LLC is a privately held company engaged in activities related to real estate. Its principal place of business is located at 8300 Ohio River Road Lesage, WV 25537. Chapter 11 Petition Date: March 20, 2018 Case No.: 18-30103 Court: United States Bankruptcy Court Southern District of West Virginia (Huntington) Judge: Hon. Frank W. Volk Debtor's Counsel: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE 3818 MacCorkle Ave. S.E. Suite 101 P. O. Box 4427 Charleston, WV 25364-4427 Tel: 304-925-2100 Fax: (304) 925-2193 E-mail: joecaldwell@frontier.com chuckriffee@frontier.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Renee Davis, authorized representative. The Debtor said it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wvsb18-30103.pdf MARICOPA RESOURCES: Trustee Taps Century 21 as Real Estate Broker ----------------------------------------------------------------- Jason R. Searcy, the Ch. 11 Trustee of Maricopa Resources, LLC, and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Century 21 Mike Bowman, Inc., as real estate broker to the Trustee. The Trustee requires Century 21 to market and sell the Debtor's property a 17.352 acres, surface fee interest in real estate, G.W. Hopson Survey, A-571, Grayson County, Texas, scheduled at a value of $86,760. Century 21 will be paid a commission of 6% of the sales price. Brian Mattingly, member of Century 21 Mike Bowman, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Century 21 can be reached at: Brian Mattingly CENTURY 21 MIKE BOWMAN, INC. 4101 William D. Tate, Suite 100 Grapevine, TX 76051 Tel: (817) 821-8898 E-mail: Brian@TeamMattingly.com About Maricopa Resources Maricopa Resources, LLC, Payson Operating, LLC, and Payson Petroleum, LLC, each filed a Chapter 7 petition (Bankr. E.D. Tex. Case Nos. 16-41043 to 16-41045) on June 10, 2016. The Debtors were represented by Mark A. Weisbart, Esq., at The Law Office of Mark A. Weisbart. Michelle Chow was named Chapter 7 trustee but her appointment was terminated after the cases were converted to Chapter 11 cases on July 12, 2016. Jason R. Searcy was appointed as Chapter 11 trustee for the Debtors. On August 11, 2016, the court ordered the administrative consolidation of the cases. The cases are assigned to Judge Brenda T. Rhoades. The Chapter 11 trustee is represented by Searcy & Searcy, P.C. The trustee hired Gollob Morgan Peddy & Co., P.C. as his accountant; and Traton Engineering Associates, L.P. to oversee the operation and maintenance of the Debtors' oil and gas properties. MATADOR RESOURCES: Moody's Hikes CFR to B1; Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Matador Resources Company's Corporate Family Rating (CFR) to B1 from B2, its Probability of Default Rating (PDR) to B1-PD from B2-PD, and its senior unsecured notes rating to B2 from B3. Moody's also upgraded Matador's Speculative Grade Liquidity (SGL) Rating to SGL-2 from SGL-3. The rating outlook is stable. "Matador's ratings upgrade reflects the company's growing production and reserves while improving its cost structure and capital efficiency. Matador maintained its low financial leverage through the commodity price cycle and took advantage of its highly productive Delaware Basin acreage to steadily grow its size and scale," commented Sreedhar Kona, Moody's Senior Analyst. "Although Matador is projected to outspend its cash flow through 2018, the company's good liquidity and its ability to maintain production by spending within cash flow, if required, contribute to the stable outlook." Upgrades: Issuer: Matador Resources Company -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 -- Corporate Family Rating, Upgraded to B1 from B2 -- Senior Unsecured Notes, Upgraded to B2 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Matador Resources Company -- Outlook, Remains Stable RATINGS RATIONALE Matador's B1 (CFR) considers the company's growing production and reserves, mainly contributed by substantial development in its oil-weighted Delaware Basin acreage, significantly large and repeatable drilling inventory and growth potential. The company also benefits from fiscal discipline through commodity price cycles and management's track record. Matador's cost structure improved through 2017, which combined with higher commodity prices to generate a significant improvement in its capital efficiency. Although the company is expected to spend well above its operating cash flow, the associated production and reserves growth should cushion any potential weakening of the metrics. Although most of the company's capital spending is in the Delaware Basin, its Eagle Ford and Haynesville acreage is mostly held by production and provides a modest degree of geographical diversity. The company's ratings are constrained by its small scale and the company's need to spend above its cash flow to continue on its growth trajectory. The B2 rating of Matador's $575 million of senior unsecured notes due 2023, one notch below the B1 CFR, reflects their effective subordination to the company's $400 million senior secured revolving credit facility. If the company were to increase the size of the credit facility or if the utilization of the facility is substantially above Moody's projection of 75%, the rating on the senior unsecured notes could be downgraded to B3, two notches below the B1 CFR. The SGL-2 Speculative Grade Liquidity Rating reflects Moody's expectation that Matador will maintain good liquidity. As of December 31, 2017 the company had $96 million cash and no borrowings under its $400 million revolver maturing in 2020. In March 2018, the borrowing base was increased to $725 million, but the company chose to keep its elected borrowing commitment at $400 million. The facility contains a maximum debt / EBITDA financial covenant of 4.25x which Moody's believe the company will remain in compliance with through mid-2019. The company has no material debt maturities until 2020 when its revolver matures. Matador's investment into its midstream joint venture is unencumbered and could potentially be a source of alternate liquidity. The stable outlook reflects Moody's expectation that Matador will execute on its development plan in the Delaware Basin while maintaining its capital efficiency and favorable credit metrics. Matador's ratings could be considered for an upgrade if the company grows its size and scale with production approaching 70 MBOE per day, while maintaining its RCF/debt ratio above 40% and LFCR above 1.5x. The company will also need to take meaningful steps to achieve cash flow neutrality. Matador's ratings could be downgraded if the company's RCF/debt ratio falls below 20% or the debt/average daily production rises above $20,000. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Matador, publicly traded and headquartered in Dallas, Texas, is engaged in the acquisition, exploration, development and production of oil and gas with the majority of its activity in the Delaware Basin. The company also operates in the Eagle Ford shale play and the Haynesville shale and Cotton Valley plays. Additionally, the company conducts midstream operations in support of its production operations and provides natural gas processing, oil transportation services, natural gas, oil and salt water gathering services and salt water disposal services to third parties. MCGEE TRUCKING: 2nd Amended Disclosures Conditionally OK'd ---------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia conditionally approved McGee Trucking, LLC's second amended disclosure statement to accompany its chapter 11 plan filed on Feb. 20, 2018. April 6, 2018 is fixed as the last day to file and serve written objections to the Disclosure Statement and the last day to file and serve any written objection to confirmation of the Chapter 11 Plan. April 6, 2018 is also fixed as the last day to file acceptances or rejections of the Chapter 11 Plan. A hearing will be held at 1:30 p.m. on April 11, 2018, in the Bankruptcy Courtroom A, Robert C. Byrd U.S. Courthouse, Charleston, West Virginia to consider and act upon the final approval of the Amended Disclosure Statement Confirmation of the Amended Chapter 11 Plan. The Troubled Company Reporter previously reported that the latest plan now has 6 classes of claimants with the addition of the partially secured claimants in Class 3 and the special class claimants in Class 5. People's Bank holds partially secured claims and a special class claim. The special class claim is secured by the Debtor's shareholders and not the Debtor itself. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/wvsb3-17-30185-95.pdf About McGee Trucking McGee Trucking LLC is a long-haul trucking business, picking up loads and transporting them to their destination for delivery. It operates two semi-trucks with trailers driven by its insider, Robert McGee and the other, by the Debtor's only employee. The Company suffered financial distress when Mr. McGee was injured and was not able to drive a truck for several months. It also suffered from high employee turnover in 2016. McGee Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-30185) on April 24, 2017. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Megan A. Patrick, Esq., at Klein & Sheridan, LC, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MDM PHYSICAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of MDM Physical Therapy LLC as of March 19, according to a court docket. About MDM Physical Therapy Founded in 2001, MDM Physical Therapy LLC is a small organization in the health practitioners industry located in Gilbert, Arizona. MDM Physical Therapy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01596) on Feb. 21, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Paul Sala presides over the case. Richardson & Richardson, P.C. is the Debtor's bankruptcy counsel. MEN'S WEARHOUSE: Moody's Rates $900MM Loan Ba3 & Hikes CFR to Ba3 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $900 million Senior Secured Credit Facility of Men's Wearhouse, Inc. (The). At the same time, Moody's upgraded Men's Wearhouse's Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and Unsecured Note rating to B2 from B3. The Ba3 ratings on the company's existing Senior Secured Credit Facility due 2021 were affirmed and will be withdrawn upon completion of the proposed refinancing transaction. The SGL-2 Speculative Grade Liquidity rating was also affirmed. The ratings outlook is stable. The proposed Senior Secured Credit Facility due 2025 will likely consist of a $600 million floating rate Secured Term Loan and a $300 million fixed rate Secured Term Loan. Proceeds from the proposed Credit Facility, along with revolver borrowing and cash, will be used to refinance the company's existing Secured Term Credit Facility due 2021. The assigned rating is subject to review of final documentation and closing of the proposed transaction. "The upgrade reflects Men's Wearhouse's improved operating performance and meaningful debt repayment, as well as Moody's expectation that credit metrics will further improve over the next 12-18 months from earnings growth and debt reduction," stated Moody's Assistant Vice President, Mike Zuccaro. "Additionally, the refinancing will extend the company's debt maturity profile, with the earliest maturity now coming in 2022." Moody's took the following rating actions on Men's Wearhouse, Inc. (The): Affirmations: Issuer: Men's Wearhouse, Inc. (The) -- Senior Secured Bank Credit Facility due 2021, Affirmed at Ba3 (LGD3) -- Speculative Grade Liquidity Rating, Affirmed at SGL-2 Assignments: Issuer: Men's Wearhouse, Inc. (The) -- Senior Secured Bank Credit Facility due 2025, Assigned Ba3 (LGD3) Upgrades: Issuer: Men's Wearhouse, Inc. (The) -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Men's Wearhouse, Inc. (The) -- Outlook, Remains Stable RATINGS RATIONALE Men's Wearhouse's Ba3 Corporate Family Rating reflects its meaningful scale in the men's apparel industry, with 1,477 stores in the U.S. and Canada and total revenue of approximately $3.3 billion. While the company operates in a relatively narrow segment of the apparel industry, primarily selling suits and related products, in Moody's view, this category has less fashion risk than most segments of apparel retailing. The rating also reflects the diversification benefits of operating separate brands. While the product mix of Men's Wearhouse and Jos. A. Bank is substantially similar, each brand focuses on a different demographic. Liquidity is good, reflecting Moody's expectation that balance sheet cash, operating cash flow and revolver availability will more than cover cash flow needs over the next twelve months. The rating is constrained by the high debt and leverage burden on the company, with lease-adjusted debt/EBITDAR of about 4.3x at the end of fiscal 2017, and EBIT/Interest of 2.0x. The stable outlook reflects Moody's expectation that Men's Wearhouse will maintain profitable growth and will reduce debt with free cash flow, leading to further improvement in credit metrics over the next 12-18 months. Ratings could be upgraded if the company maintains strong operating performance, evidenced by consistent revenue growth and improved operating margins, with further debt reduction while maintaining a good overall liquidity profile. Quantitatively, ratings could be upgraded if Moody's Debt/EBITDA falls below 4.25x and EBIT/Interest exceeded 2.75x. Ratings could be downgraded if operating performance were to sustainably weaken, if financial policies became more aggressive, such as through debt-financed share repurchases or acquisitions, or if liquidity materially weakened such as through negative free cash flow. Quantitatively ratings could be downgraded if Moody's Debt/EBITDA was sustained above 5.0x or EBIT/Interest below 2.0x for an extended period. Headquartered in Houston, TX, Men's Wearhouse is a subsidiary of Tailored Brands, Inc., which operates 1,477 stores in the U.S. and Canada, under the Men's Wearhouse, Men's Wearhouse and Tux, Jos. A. Bank, Joseph Abboud, Moores and K&G brands. The company also operates an international corporate apparel and work wear group consisting of Dimensions, Alexandra, and Yaffy in the United Kingdom and Twin Hill in the United States. Revenues are about $3.3 billion. MGTF RADIO: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- MGTF Radio Company, LLC 18-41671 dba Steel City Media 7701 Forsyth, Suite 500 Saint Louis, MO 63105 WPNT, Inc. 18-41672 dba Steel City Media 650 Smithfield Street, Suite 2200 Pittsburgh, PA 15222 Type of Business: MGTF Radio Company, LLC dba Steel City Media is a multimedia company offering print, radio, and digital advertising solutions. Steel City's stations include Country KBEQ (Q104), Country KFKF, Top 40 KMXV (MIX 93.3), and AC KCKC (KC 102.1). The Company was founded in 1984 and is based in Pittsburgh, Pennsylvania with a location in Kansas City, Missouri. Visit http://www.steelcitymedia.comfor more information. Chapter 11 Petition Date: March 20, 2018 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Debtors' Counsel: Robert E. Eggmann, Esq. CARMODY MACDONALD P.C. 120 South Central Avenue, Suite 1800 Clayton, MO 63105 Tel: 314-854-8600 Fax: 314-854-8660 Email: ree@carmodymacdonald.com - and - Thomas H. Riske, Esq. CARMODY MACDONALD P.C. 120 South Central Avenue, Suite 1800 Clayton, MO 63105 Tel: 314-854-8600 Fax: 314-854-8660 Email: thr@carmodymacdonald.com Assets and Liabilities: Estimated Estimated Assets Liabilities ---------- ----------- MGTF Radio $50 mil. to $100 million $50 mil. to $100 million WPNT, Inc. $50 mil. to $100 million $50 mil. to $100 million The petitions were signed by Michael J. Frischling, vice president. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/moeb18-41671.pdf http://bankrupt.com/misc/moeb18-41672.pdf A. List of MGTF Radio Company's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ All Copy Products Office Supplies $8,777 AmTower Tower $22,431 Anthony Giordano $13,328 ASCAP Music $27,351 Broadcast Music Music $23,169 Business Development Corp. of America Loan Agreement $24,500,000 c/o Alan W. Pope, Esq. Moore & VanAllen PLLC 100 North Tyron Street, Suite 4700 Charlotte, NC 28202 City of Independence Utility $6,276 EDU Tech Repairs $1,705 Fifth Third Bank $38,477,998 c/o Stephen R. Tetro II, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, IL 60603 iFocus Marketing Digital $130,561 Services Joel Folger Consultant $2,521 Katz National $63,905 Commission KCPL Utility $11,869 KCPT Television Tower $6,628 Marketron Logs/Billing $6,393 Nielsen Audio Ratings $108,828 Research Director Consultant $2,200 SESAC Music $6,410 Sound Exchange Music $7,148 Time Warner Telephone $1,760 B. List of WPNT, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Anthony Giordano, Trustee $8,500 ASCAP Music $10,986 Broadcast Music Music $9,988 Business Development Corp. Loan Agreement $24,500,000 of America c/o Alan W. Pope, Esq. Moore & VanAllen PLLC 100 North Tyron Street, Suite 4700 Charlotte, NC 28202 Calvalry Communications Tower $6,732 Christal Radio National $37,572 Commission Fifth Third Bank $38,477,998 c/o Stephen R. Tetro II, Esq. Chapter and Cutler LLP 111 West Monroe Street Chicago, IL 60603 Guarantee Digital Digital $3,543 Jennifer Waldman Voice $500 Joel Folger Consultant $4,328 John Nene Voice $1,080 KPP Management Rent $24,701 Marketron Logs $507 Mike Whittle Voice $750 Nielsen Audio Ratings $62,819 PPAP Parking $960 Research Director Consultant $1,100 Simpli.fi Digital $8,582 Sound Exchange $3,084 Verizon Wireless Phone $846 MGTF RADIO: Files Voluntary Chapter 11 Bankruptcy Petition ---------------------------------------------------------- MGTF Radio Company, LLC and WPNT, Inc. d/b/a Steel City Media, on March 21, 2018, disclosed that the Company filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company will continue to operate its business while it seeks to reorganize under Chapter 11. The petitions were filed in U.S. Bankruptcy Court for the Eastern District of Missouri in St. Louis, Missouri on March 20, 2018. Following a review by its board of directors of the available alternatives, the Company determined that Chapter 11 reorganization is in the best long-term interests of the Company, its creditors and its stakeholders. "The Company remains very profitable and expects to be able to generate sufficient cash from operations to meet the expenses of running our business during the Chapter 11 proceedings," said Michael Frischling, the Company's Vice President. "Despite having paid down our senior lender by more than $20 million, or more than 35%, since 2014, softness in our markets has resulted in non-compliance with certain technical covenants. We believe that Chapter 11 is the appropriate venue to seek to resolve these issues. We look forward to emerging from Chapter 11 as an independently owned strong player in our markets and with a reset capital structure in place for the long term." The Company has engaged Robert Eggmann and Thomas Riske and the law firm of Carmody MacDonald P.C. as counsel, and Gordian Broadcast Technologies as financial advisor to assist it in exploring a variety of alternatives, including stand-alone recapitalization and potential third-party investment scenarios. The Company has initiated preliminary discussions with certain of the Company's key constituencies, including lenders under the Company's senior credit facility and subordinated notes, as well as certain potential financing partners. Under Chapter 11, a company is protected from its creditors while it continues to operate its business and to negotiate a restructuring and/or repayment plan with its financial creditors. The Company's plans with respect to its recapitalization contemplate that its trade suppliers, unsecured trade creditors, employees and customers would not be materially adversely affected by the outcome of the process, although there can be no assurance of such outcome. MIAMI INTERNATIONAL: Hires Trustee Services as Claims Agent ----------------------------------------------------------- Miami International Medical Center, LLC, d/b/a The Miami Medical Center, has filed an amended application with the U.S. Bankruptcy Court for the Southern District of Florida seeking approval to hire Trustee Services, Inc., as claims and balloting agent to the Debtor. Miami International requires Trustee Services to: a) receive, examine, and maintain copies of all proofs of claim and proofs of interest filed in this Chapter 11 Case; b) maintain official claims registers in this Chapter 11 Case by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: i) the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent, except in the instance that the claim is filed by a patient and, in such case, Trustee Services would locate claimant on Patient Schedule F and input name as Patient No. In the event, claimant is a patient but not on Patient Schedule F, Trustee Services shall assign claimant the next consecutive patient number; ii) the date of the proof of claim or proof of interest was received by Trustee Services and/or the Court; iii) the claim number assigned to the proof of claim or proof of interest; and iv) the asserted amount and classification of the claim; c) implement necessary security measures to ensure the completeness and integrity of the claims registers; d) transmit to the Clerk's Office a copy of the claims registers as requested by the Clerk's Office; e) maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party in interest; f) provide access to the public for examination of copies of the proofs of claim or proofs of interest, excluding patient claims, filed in this Chapter 11 Case without charge during regular business hours; g) record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and, if directed to do so by the Court, provide notice of such transfers as required by Bankruptcy Rule 3001(e); h) comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders, and other requirements; i) provide temporary employees to process claims as necessary; j) promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; k) provide such other claims processing, balloting, and administrative services as may be requested from time to time by the Debtor, including noticing; l) act as balloting agent, which may include some or all of the following services: i) printing of ballots including the printing of creditor and shareholder specific ballots; ii) preparing voting reports by plan class, creditor, or shareholder and amount for review and approval by the Debtor and its counsel; iii) coordinating the mailing of ballots, disclosure statement, and plan of reorganization to all voting and non-voting parties and provide affidavits of service; and iv) receiving ballots at a post office box, inspecting ballots for conformity to voting procedures, date stamping and numbering ballots consecutively, and tabulating and certifying the results. v) provide any services listed in any agreement between Trustee Services and the Clerk of Court, relating to this case; and m) in addition to the foregoing, Trustee Services will assist with, among other things: (a) maintaining and updating the master mailing lists of creditors; (b) tracking and administration of claims; and (c) performing other administrative tasks pertaining to the administration of this Chapter 11 Case, as may be requested by the Debtor or the Clerk's Office. Trustee Services will follow the claim and balloting procedures that conform to the guidelines promulgated by the Clerk of the Court and the Judicial Conference of the United States, and as may be entered by this Court's order. Trustee Services will be paid at these hourly rates: Principals $375 Senior Consultants $175 Junior Consultants $75 Trustee Services will also be reimbursed for reasonable out-of-pocket expenses incurred. Kenneth A. Welt, president of Trustee Services, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Trustee Services can be reached at: Kenneth A. Welt TRUSTEE SERVICES, INC. P.O. Bo 2980 Silverdale, WA 98383-2980 Tel: (888) 826-1923 Fax: (360) 692-4813 About Miami International Medical Center The Miami Medical Center -- http://www.miamimedicalcenter.com/-- is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The Hospital temporarily suspended all health care services effective Oct. 30, 2017. Miami International Medical Center, LLC, based in Miami, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-12741) on March 9, 2018. In the petition signed by Jeffrey Mason, chief administrative officer, the Debtor disclosed $21.39 million in assets and $67.27 million in liabilities. The Hon. Laurel M Isicoff presides over the case. Peter D. Russin, Esq., at Meland Russin & Budwick, P.A., serves as bankruptcy counsel to the Debtor. Trustee Services, Inc., is the claims and balloting agent. NORTH AMERICA STEEL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of North America Steel & Wire Inc. as of March 20, according to a court docket. About North America Steel North America Steel & Wire Inc. is a manufacturer of copper and zinc coated wires and is located in Butler, Pennsylvania. North America Steel & Wire sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-20718) on Feb. 27, 2018. In its petition signed by Maroune Farah, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Donald R. Calaiaro, Esq., David Z. Valencik, Esq., and Michael Kaminski, Esq., at Calaiaro Valencik serve as the Debtor's bankruptcy counsel. Judge Thomas P. Agresti presides over the case. NORTHERN OIL: Gets Waiver of Term Loan Mandatory Prepayment ----------------------------------------------------------- On Jan. 31, 2018, Northern Oil and Gas, Inc. entered into an agreement with holders of approximately $497 million, or 71%, of the aggregate principal amount of the Company's outstanding 8.000% Senior Notes due 2020, pursuant to which the Supporting Noteholders have agreed to exchange all of the Outstanding Notes held by each such Supporting Noteholder for approximately $155 million of the Company's common stock, par value $0.001, and approximately $344 million in aggregate principal amount of new senior secured second lien notes due 2023. The closing of the Exchange Transaction is conditioned upon, among other things, upon the Company raising at least $156 million in equity. On Nov. 1, 2017, the Company entered into a first lien term loan credit agreement with TPG Specialty Lending, Inc., as administrative agent and collateral agent, and the lenders. The Term Loan Credit Agreement provides for the issuance of an aggregate principal amount of up to $500 million in term loans to the Company, consisting of (i) $300 million in initial term loans that were made on November 1, 2017, (ii) $100 million in delayed draw term loans available to the Company, subject to the satisfaction of certain conditions, for a period of 18 months from Nov. 1, 2017, and (iii) up to $100 million in incremental term loans on an uncommitted basis and subject, among other things, to one or more lenders agreeing in the future to make those loans. Amounts borrowed and repaid under the Term Loan Credit Agreement may not be reborrowed. The term loan facility provided by the Term Loan Credit Agreement matures on Nov. 1, 2022. On March 18, 2018, at Nothern Oil's request and to facilitate the Equity Raise and the Exchange Transaction, the Agent and the Term Loan Lenders entered into a waiver and amendment of the Term Loan Credit Agreement pursuant to which the Term Loan Lenders agreed to waive the mandatory prepayment of the term loans that the Term Loan Lenders would otherwise be entitled to under the Term Loan Credit Agreement as a result of the Equity Raise to the extent the net proceeds are not reinvested in the acquisition or development of oil and gas properties constituting proved reserves within 90 days. Pursuant to the terms of the Amendment, the Company agreed to draw $60 million in delayed draw term loans not later than June 8, 2018. About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of Dec. 31, 2017, Northern Oil had $632.25 million in total assets, $1.12 billion in total liabilities and a total stockholders' deficit of $490.8 million. * * * In December 2017, Moody's Investors Service affirmed Northern Oil and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD Probability of Default Rating (PDR), and 'Caa3' senior unsecured notes rating. NOG's Caa2 CFR reflects its high leverage, weak asset coverage of debt (under 1x), modest scale and Moody's expectations that NOG's cash flows will continue to be challenged through 2018. In February 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'. The downgrade follows the announcement that Northern Oil and Gas has entered into a privately negotiated agreement to exchange $497 million of its 8% senior unsecured notes due 2020 ($700 million total outstanding) for $344 million of new 8.5% second-lien notes due 2023 and $155 million in equity. NORTHERN OIL: Hopes to Receive $52M from Common Stock Offering -------------------------------------------------------------- Northern Oil and Gas, Inc., previously entered into an agreement on Jan. 31, 2018, with holders of approximately $497 million, or 71%, of the aggregate principal amount of the Company's outstanding 8.000% Senior Notes due 2020, pursuant to which the Supporting Noteholders have agreed to exchange all of the Outstanding Notes held by each such Supporting Noteholder for approximately $155 million of the Company's common stock, par value $0.001, and approximately $344 million in aggregate principal amount of new senior secured second lien notes due 2023. Also as previously disclosed, on Jan. 31, 2018, the Company and certain investors entered into subscription agreements whereby those investors agreed to purchase $40.0 million of Common Stock at $3.00 per share (subject to downward adjustment based on the pricing of the $156 million equity raise requirement under the Exchange Agreement), subject to the closing of the Exchange Transaction. On March 18, 2018, additional investors entered into a subscription agreement to purchase $12.0 million of Common Stock at the lowest price per share paid in connection with the Equity Raise, subject to conditions to closing that are customary in private placements of this type and subject to the closing of the Exchange Transaction. In accordance with the terms of the subscription agreement, at the closing of the sale of these shares of Common Stock, the Company will enter into a registration rights agreement with the additional investors pursuant to which the Company will agree to file with the Securities and Exchange Commission a registration statement registering for resale such shares of Common Stock. As a result, the Company now expects to receive an aggregate of $52.0 million in proceeds from the sale of the Common Stock under the most recent subscription agreement and the Subscription Agreements. The Common Stock to be issued pursuant to the Subscription Agreements and the most recent subscription agreement was offered, and will be sold, pursuant to the exemption provided by Section 4(a)(2) of the Securities Act. This offer was made by the Company to a limited number of persons, each of which is an accredited investor (within the meaning of Rule 501 promulgated under the Securities Act) or a qualified institutional buyer (as defined in Rule 144A under the Securities Act). About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of Dec. 31, 2017, Northern Oil had $632.25 million in total assets, $1.12 billion in total liabilities and a total stockholders' deficit of $490.84 million. * * * In December 2017, Moody's Investors Service affirmed Northern Oil and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD Probability of Default Rating (PDR), and 'Caa3' senior unsecured notes rating. NOG's Caa2 CFR reflects its high leverage, weak asset coverage of debt (under 1x), modest scale and Moody's expectations that NOG's cash flows will continue to be challenged through 2018. In February 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'. The downgrade follows the announcement that Northern Oil and Gas has entered into a privately negotiated agreement to exchange $497 million of its 8% senior unsecured notes due 2020 ($700 million total outstanding) for $344 million of new 8.5% second-lien notes due 2023 and $155 million in equity. NORTHERN OIL: Provides Q1 Update & Hikes 2018 Production Guidance ----------------------------------------------------------------- Northern Oil and Gas, Inc., announced first quarter 2018 production estimate and increased full year 2018 production guidance. HIGHLIGHTS * Expecting first quarter 2018 average daily production to increase by 5% to 6% over fourth quarter 2017, a sequential increase of nearly 1,000 barrels of oil equivalent per day * Raising full year 2018 production guidance; now expecting average daily production to increase by 18% to 22% over 2017, compared to prior guidance indicating a 16% to 20% increase * Northern added a total of 3.6 net wells to production in January and February; continues to expect to add between 20 and 22 net wells to production during 2018 MANAGEMENT COMMENT "The momentum of 2017 has extended into the first few months of 2018, resulting in increased first quarter production and higher expectations for 2018," commented Northern's Interim President, Brandon Elliott. "Net well additions during the quarter are running ahead of our expectations, resulting in production ramping more quickly than we had planned. While we still expect to add between 20 and 22 net wells to production this year we are clearly off to a strong start to 2018." About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of Dec. 31, 2017, Northern Oil had $632.25 million in total assets, $1.12 billion in total liabilities and a total stockholders' deficit of $490.84 million. * * * In December 2017, Moody's Investors Service affirmed Northern Oil and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD Probability of Default Rating (PDR), and 'Caa3' senior unsecured notes rating. NOG's Caa2 CFR reflects its high leverage, weak asset coverage of debt (under 1x), modest scale and Moody's expectations that NOG's cash flows will continue to be challenged through 2018. In February 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'. The downgrade follows the announcement that Northern Oil and Gas has entered into a privately negotiated agreement to exchange $497 million of its 8% senior unsecured notes due 2020 ($700 million total outstanding) for $344 million of new 8.5% second-lien notes due 2023 and $155 million in equity. OFF THE GRID: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: Off The Grid, LLC 2220 Noel Way San Simeon, CA 93452 Business Description: Founded in 2009, Off The Grid LLC is a privately company in San Simeon, California that leases real estate properties. The Company is an affiliate of Red Mountain Farms, LLC, which sought bankruptcy protection on Feb. 14, 2018 (Bankr. C.D. Calif. Case No. 18-10202) Chapter 11 Petition Date: March 20, 2018 Case No.: 18-10399 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Craig G Margulies, Esq. MARGULIES FAITH LLP 16030 Ventura Blvd Ste 470 Encino, CA 91436 Tel: 818-705-2777 Fax: 818-705-3777 E-mail: Craig@MarguliesFaithlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Robertson, sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's six largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-10399.pdf ORTEGA'S MEXICAN: Hires Action Advocacy as Attorney --------------------------------------------------- Ortega's Mexican Restaurant, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Action Advocacy Law Office, P.C., as attorney to the Debtor. Ortega's Mexican requires Action Advocacy to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. take any legal action in regard to any possible preferences within 90 days before the filing of the petition under Chapter 11 of Title II of the U.S. Code; c. prepare on behalf of the Debtor as Debtor-in-Possession, necessary applications, answers, orders, reports and other legal papers; and d. perform all other legal services for the Debtor as Debtor- in-Possession, which may be necessary herein, and it is necessary for the Debtor as Debtor-in-Possession to employ an attorney for such professional services. Action Advocacy will be paid at these hourly rates: Partners $400 Associates $335 Paralegals $125 Action Advocacy will be paid a retainer in the amount of $11,566. Action Advocacy will also be reimbursed for reasonable out-of-pocket expenses incurred. David F. Falvey, partner of Action Advocacy Law Office, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Advocacy Law can be reached at: David F. Falvey, Esq. ACTION ADVOCACY LAW OFFICE, P.C. 1 Crouch St. Groton, CT 06340 Tel: (860) 449-1510 Fax: (860) 449-8046 E-mail: office@actionadvocacy.com About Ortega's Mexican Restaurant Ortega's Mexican Restaurant, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 18-20306) on March 5, 2018. The Debtor hired David F. Falvey, Esq., at Action Advocacy Law Office, P.C., as counsel. PATRIOT NATIONAL: U.S. Trustee Asks Court to Reject Plan Outline ---------------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region 3, filed an objection to Debtors Patriot National, Inc., and affiliates’ motion for an entry an order approving the Debtors' disclosure statement. The U.S. Trustee complains that the Disclosure Statement filed and served on the parties in interest did not include key information, including the amount of the Secured First Lien Lender Claim, the amount of the First Lien Lender Deficiency Claim, the anticipated percentage of recovery, the Liquidation Analysis, the Valuation Analysis and Financial Projections. This information was provided after the original objection deadline expired. The late-filed information is critical to a determination of whether the Disclosure Statement contains adequate information. Because this information was not provided 28 days prior to the deadline to object to the adequacy of the disclosure statement, the Motion should be denied, without prejudice, so that parties in interest may analyze the newly-provided information to determine if the disclosures are adequate. In addition, the Disclosure Statement fails to include: a. The Liquidation Trust Agreement b. The Liquidation Trust Facility c. The Equity Purchase Agreement d. The Assumption Schedule e. A meaningful discussion of the claims against the Debtors f. A meaningful discussion of the claims held by the Debtors to be transferred to the Liquidation Trust, including any analysis of such claims g. A meaningful discussion of the claims against Cerberus, and the release of such claims by the Debtors h. A discussion of severance claims owed to former directors and officers i. A discussion of releases that were previously granted to former directors and officers About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/-- provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy Counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on an official committee of unsecured creditors in the Debtors' cases. PETE GOULD & SONS: Hires Michelle Steele as Bookkeeper ------------------------------------------------------ Pete Gould & Sons, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Michelle Steele, as bookkeeper to the Debtor. Pete Gould & Sons requires Michelle Steele, and will be paid as follows: a. a retainer in the amount of $750 for the initial setup of financials and accounting records, financial review of accounting records, onsite visits, meetings and beginning of the first Monthly Operating Report; b. a $600 cap per month to prepare the Monthly Operating Report. This includes preparation of payroll, the monthly financials and other financial reporting related to the Monthly Operating Report; and c. a fee of $35 per hour for preparation of projections, disclosure plan, assistance with tax returns and necessary accounting for preparation of debtor's confirmation, dismissal or conversion of bankruptcy case. A fee application will be required for hourly services. Michelle Steele will also be reimbursed for reasonable out-of-pocket expenses incurred. Michelle Steele, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Michelle Steele can be reached at: Michelle Steele 3818 Maccorkle Avenue Se Charleston, WV 25304 Tel: (304) 925-8462 About Pete Gould & Sons Founded in 1966, Pete Gould & Sons, Inc., provides general contracting services such as constructing water and sewer mains. Pete Gould & Sons, based in Ravenswood, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 18-20047) on Feb. 5, 2018. In the petition signed by Bryan Gould, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Frank W. Volk presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, serves as bankruptcy counsel to the Debtor. PLASKOLITE LLC: Moody's Alters Outlook to Pos. & Affirms B2 CFR --------------------------------------------------------------- Moody's Investors Service changed Plaskolite LLC's rating outlook to negative from stable and affirmed Plaskolite's B2 Corporate Family Rating ("CFR"), following the company's planned acquisitions and dividend distribution. At the same time, Moody's downgraded Plaskolite's first lien term loan and revolving credit facility to B2 from B1, and affirmed the Caa1 rating on its second lien term loan. On March 19, 2018, Plaskolite announced that it plans to upsize first lien term loan, revolving credit facility and second lien term loans by $246.4 million, $20 million and $40.5 million, respectively. The proceeds of the term loans, together with the existing cash on hand, will be used to finance acquisitions and a special dividend, as well as related expenses and fees. Rating actions: Issuer: Plaskolite, LLC -- Corporate Family Rating, Affirmed B2; -- Probability of Default Rating, Affirmed B2-PD; -- $60 million Senior Secured 1st Lien Revolving Credit Facility due 2021, Downgraded to B2, LGD3 from B1 LGD3 -- $620 million Senior Secured 1st Lien Term Loan due in 2022, Downgraded to B2, LGD3 from B1 LGD3 -- $160.5 million Senior Secured 2nd Lien Term Loan due 2023, Affirmed Caa1, LGD6; Outlook, Changed to Negative from Stable. RATINGS RATIONALE The change to negative outlook reflects the risks associated with Plaskolite's higher debt leverage after the planned acquisitions and dividend distribution, potential challenges in integrating acquired businesses and delivering synergies, as well as its aggressive financial policy under the ownership of Charlesbank. "Nevertheless, Moody's has affirmed Plaskolite's B2 CFR, taking into consideration that the company's strong free cash flows will facilitate deleveraging in one to two years and its post-acquisition revenues will almost double with more diversified product offerings mitigating its exposure to extruded acrylics over time," said Jiming Zou, Moody's Vice President and lead analyst for Plaskolite. The downgrade of Plaskolite's first lien term loan and revolver to B2 from B1 reflects their predominance in the company's debt capital and effective seniority to the second lien term loan after the incremental issuance. The second lien term loan is rated Caa1, two notches below CFR, due to its junior ranking to the capital structure. Plaskolite's debt/EBITDA, including Moody's analytical adjustments, will likely reach a peak level of 6.8x at the end of 2018 based on the assumptions that the company distributes about $181 million dividends to shareholders, completes acquisitions for about $162 million in the first half of the year and consolidates them thereafter. A deleveraging to low 6 times at the end of 2019 and further below 6 times in 2020 is likely, as the acquired businesses will contribute to full-year earnings, transaction-related expenses taper off and Plaskolite generates synergies and applies free cash flow to debt reduction. Given its low capital expenditure, Plaskolite has consistently generated positive cash flows, averaging $40 million per annum measured by operating cash flow less capex, in the last five years. However, acquisitions of sizable businesses with integration and restructuring needs raises the uncertainty of the amount of free cash flow and the pace of debt reduction in the next two years. Restructuring and cost reduction measures are needed to drive growth and improve earnings of the acquired businesses. Nevertheless, the acquired businesses are complementary to Plaskolite's existing acrylics portfolio and will generate synergies. Plaskolite has adopted an aggressive financial policy by returning $92 million in 2016 and $181 million in 2018. In particular, the distribution in 2018 is substantial and, coupled with the business acquisitions that are yet to be integrated for earnings and cash flows, heightens the risk profile of the company. The current B2 CFR doesn't have additional capacity for further shareholder friendly actions. Plaskolite's B2 CFR also factors in its small business scale with high customer and supplier concentration, exposure to propylene-based methyl methacrylate ("MMA") and relatively modest organic growth prospects. However, the company has solid positions in many of its niche markets, particularly specialty extruded acrylics, mirrored products, and polyethylene terephthalate ("PETG"). Moody's expects that the company's modest product and end market diversity, combined with operational flexibility demonstrated during the last economic downturn and a meaningful proportion of contracts with quarterly raw material adjustment mechanisms, will support more stable earnings compared to many rated peers in the chemical industry. Changes in MMA pricing and competitive effects from the company's larger and better-capitalized competitors, such as Evonik and Arkema, could have a meaningful impact on financial performance. Moody's expects that the company will continue to gain market share, while MMA supply will improve in 2018 as the industry adds capacity in Asia. Plaskolite has good liquidity to support operations for at least the next four quarters. The company's liquidity is supported by a $66 million cash balance at December 31, 2017, expected positive free cash flow, and $40 million undrawn revolver. Plaskolite plans to upsize the revolver to $60 million with only one maintenance covenant-senior secured first lien net leverage ratio, which will have an initial cushion of at least 35% to EBITDA and will only be tested once the outstanding principal amount exceeds 35% ($21 million). Moody's could upgrade the rating with expectations for adjusted financial leverage sustained below 5 times, retained cash flow sustained above 8%, available liquidity sustained above $100 million, and a commitment to more conservative financial policies. Moody's could downgrade the rating with expectations for leverage sustained above 6 times, retained cash flow sustained below 5%, or a substantive deterioration in liquidity. The principal methodology used in these ratings was Chemical Industry published in January 2018. Headquartered in Columbus, Ohio, Plaskolite LLC manufactures acrylic and other plastic products sold into construction, retail, and other industrial end markets. Products include consumer displays, kitchen and bath, lighting, museum glass, signs, and windows/doors. The company operates manufacturing facilities in Ohio, Mississippi, Texas, California, and Monterrey, Mexico and has a distribution center in the Netherlands and a joint venture in Turkey. PLASKOLITE LLC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- Plaskolite LLC is adding $287 million of debt to its existing term loans to fund up to three acquisitions and pay a $181.3 million dividend to its shareholders. S&P Global Ratings affirmed its 'B' corporate credit rating on Columbus, Ohio-based Plaskolite LLC. The outlook is stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's upsized $60 million revolving credit facility (previously $40 million) due Nov. 3, 2021, and upsized $620 million term loan ($373.6 million outstanding) due Nov. 3, 2022. The recovery rating is '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in a default scenario. We revised our rounded estimate downward to 60% from 65% because the debt increase lowered recovery prospects. "In addition, we affirmed our 'CCC+' issue-level rating on Plaskolite's upsized $160.5 million second-lien term loan (previously $120 million) due Nov. 3, 2023. The recovery rating is '6', indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in a default scenario. "The affirmation of our 'B' corporate credit rating and issue-level ratings reflects our expectation that credit measures will remain in line with the rating, despite increased debt to fund the acquisitions and dividend payouts. We believe the company will generate increased earnings from the proposed acquisitions and use its free cash flow to reduce debt. We anticipate debt to EBITDA will decline to the 5.5x-6x range by the end of 2018, in line with our expectations for the rating and further improve to closer to 5x by the end of 2019. At the same time, we anticipate EBITDA interest coverage of about 2.7x and just over 3x in 2018 and 2019, respectively. Our ratings affirmation takes into account near-term increase in leverage, following the close of the financings to support the acquisitions and the dividend payout. As of Dec. 31, 2017, Plaskolite's debt leverage was 6.3x (exclusive of expected synergies to be realized in 2018 and transaction expenses incurred in 2017), close to its historical range since its initial financing in 2016. "The stable outlook incorporates our projection that Plaskolite LLC will generate a significant increase in earnings from the proposed acquisitions and use its free cash flow to decrease leverage. We anticipate adjusted debt to EBITDA of about 5.5x-6x pro forma for the acquisition by year-end 2018. While we expect Plaskolite will lower its debt leverage over the next 12-24 months from cash flows and debt repayment, we still expect debt leverage to remain above 5x. We also expect EBITDA interest coverage of about 2.7x over the next 12 months. "We could lower our ratings over the next 12 months if Plaskolite's performance deteriorated unexpectedly due to decreased end-market demand and pricing for the company's acrylic sheet and plastic products. We view this scenario as unlikely, given our outlook for modest economic growth to continue in the U.S. with a robust recovery in housing and the repair and remodeling industry. Nevertheless, we could lower the ratings if leverage measures weakened to above 7x with EBITDA interest coverage deteriorating below 1.5x, which we estimate could occur if margins declined 9.25% below current levels because of an economic downturn, integration challenges, or higher raw material costs. "We consider an upgrade over the next 12 months to be unlikely, based on relatively high adjusted debt leverage and the generally aggressive financial stance of its private equity owner. However, we could consider a higher rating over the next 12 months if adjusted debt to EBITDA were sustained below 5x from some combination of stronger earnings, likely due to acquisitions, or if excess cash flow were used toward debt reduction. An upgrade would also be predicated on Plaskolite's financial sponsor's commitment to maintain leverage below this level." POSTO 9 LAKELAND: Hearing on Plan Confirmation Set for April 18 --------------------------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving Posto 9 Lakeland, LLC's disclosure statement. Any written objections to the Disclosure Statement must be filed and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on April 18. 2018 at 9:30am in Tampa, FL - Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed and served no later than seven days before the date of the Confirmation Hearing. About Posto 9 Lakeland Posto 9 Lakeland, LLC, is a privately held company that operates a Brazilian restaurant at 215 East Main Street Lakeland, Florida 33801, Polk County. Posto 9 Properties listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple interest a real property located at 215 East Main Street, in Lakeland, Florida 33801, valued at $2.39 million. Posto 9 Lakeland, LLC (Bankr. M.D. Fla. Case No. 17-07887) and affiliate Posto 9 Properties, LLC (Bankr. M.D. Fla. Case No. 17-07890) filed Chapter 11 bankruptcy petitions on Sept. 6, 2017. In the petitions signed by Marco Franca, manager, Posto 9 Lakeland listed $1,210,000 in total assets and $4,850,000 in total liabilities, and Posto 9 Properties listed $2,410,000 in total assets and $3,800,000 in total liabilities. Judge Michael G. Williamson presides over the case. Eric D. Jacobs, Esq., and David S. Jennis, Esq., at Jennis Law Firm, serve as the Debtors' bankruptcy counsel. PSIVIDA CORP: FDA Accepts Filing of NDA for Durasert ---------------------------------------------------- pSivida Corp. announced that its New Drug Application (NDA) for Durasert three-year treatment for posterior segment uveitis has been accepted by the U.S. Food and Drug Administration (FDA) for filing. The acceptance of the NDA reflects the FDA's determination that the application is sufficiently complete to permit a substantive review. The application will be subject to a standard review and will have a Prescription Drug User Fee Act (PDUFA) date of Nov. 5, 2018. The PDUFA date is the goal date for the FDA to complete its review of the NDA. The NDA includes data from two Phase 3 studies that each successfully achieved the primary efficacy endpoint at six months with a p value < 0.001. In addition, the safety profile in patients treated with Durasert three-year for posterior segment uveitis was consistent with the safety profile of steroid treatments that are currently considered standard of care for this disease. "The FDA's acceptance for review of our Durasert NDA submission is a major milestone for pSivida and we look forward to continuing to work with the FDA as they review our application," commented Nancy Lurker, president and CEO. "Given the high unmet medical need, we believe that Durasert, if approved, has the potential to become an important new treatment option for the thousands of patients suffering from posterior segment uveitis, the third leading cause of blindness." About Posterior Segment Uveitis Posterior segment uveitis is a chronic, non-infectious inflammatory disease affecting the posterior segment of the eye, often involving the retina, which is believed to be a leading cause of blindness in the developed and developing countries. It affects people of all ages, producing swelling and destroying eye tissues, which can lead to severe vision loss and blindness. In the U.S., posterior segment uveitis affects between 80,000-100,000 people. Today, patients with posterior uveitis are typically treated with systemic steroids, but over time frequently develop serious side effects that can limit effective dosing. Patients then often progress to steroid-sparing therapy with systemic immune suppressants or biologics, which themselves can have severe side effects including an increased risk of cancer. About pSivida Corp. Headquartered in Watertown, Mass., pSivida Corp. -- http://www.psivida.com/-- develops drug delivery products primarily for the treatment of chronic eye diseases. The Company has developed three products for treatment of back-of-the-eye diseases, which include Medidur for posterior segment uveitis, its lead product candidate that is in pivotal Phase III clinical trials; ILUVIEN for diabetic macular edema (DME), its lead licensed product that is sold in the United States and European Union (EU) countries, and Retisert. Medidur is designed to treat chronic non-infectious uveitis affecting the posterior segment of the eye (posterior segment uveitis). ILUVIEN is an injectable micro-insert that provides treatment of DME from a single injection. Retisert is an implant that provides treatment of posterior segment uveitis. pSivida reported a net loss of $18.48 million on $7.54 million of total revenues for the fiscal year ended June 30, 2017, compared with a net loss of $21.55 million on $1.62 million of total revenues in 2016. As of Dec. 31, 2017, Psivida had $14.19 million in total assets, $4.29 million in total liabilities and $9.90 million in total stockholders' equity. In its report on the consolidated financial statements for the year ended June 30, 2017, Deloitte & Touche LLP stated that the Company's anticipated recurring use of cash to fund operations in combination with no probable source of additional capital raises substantial doubt about its ability to continue as a going concern. QUEENS LODGE 1001: Faces April 20 Foreclosure Auction ----------------------------------------------------- Darice Guzman Piotrowski, Esq., at Referee, will sell at public auction the premises known as 122-10 SUTPHIN BOULEVARD, QUEENS, NY. The auction will be held at the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in Courtroom # 25, Jamaica, NY on April 20, 2018 at 10:00 a.m. The sale is being made pursuant to a Judgment of Foreclosure and Sale dated September 29, 2017 and entered on October 12, 2017, in the case, NYCTL 1998-2 TRUST and THE BANK OF NEW YORK MELLON as Collateral Agent and Custodian for the NYCTL 1998-2 TRUST, Plaintiffs -against- QUEENS LODGE 1001 I.B.P.O. ELKS OF THE WORLD, INC., et al. Defendant(s), pending before the Queens County Supreme Court. The approximate amount of lien on the property is $9,407.27 plus interest and costs. Counsel to Plaintiffs: Seyfarth Shaw LLP 620 Eighth Avenue New York, NY 10018 REMARKABLE HEALTHCARE: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------------ The Office of the U.S. Trustee on March 19 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Remarkable Healthcare of Carrollton, LP, and its affiliates. The committee members are: (1) Chad Michel–Interim Chairman Medicine Chest Institutional Pharmacy Group, LLC 815 South Broadway Tyler, TX 75701 Phone: (903) 630-6000 Email: cmichel@mchest.com (2) Donald Torres Medline Industries Three Lakes Drive Northfield, IL 60093 Phone: (847) 643-4232 Email: DTorres@medline.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in both assets liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. RJR TOWING: Plan Outline Gets Court's Conditional OK ---------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved RJR Towing, LLC's disclosure statement with respect to a chapter 11 plan filed on March 1, 2018. Creditors and other parties in interest must file their written ballots accepting or rejecting the Plan no later than 10 days before the date of the Confirmation Hearing. April 10, 2018 is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 11:00 a.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida. Any objections to Disclosure or Confirmation must be filed and served seven days before the confirmation hearing. About RJR Towing Based on Jacksonville, Florida, RJR Towing LLC and NRMT LLC work together to operate a towing business. RJR Towing and NRMT filed Chapter 11 petition (Bankr. M.D. Fla. Case Nos. 17-00701 and 17-00702, respectively) on March 1, 2017. The cases are jointly administered. At the time of filing, the RJR Towing had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities, while NRMT had $0 to $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtors are represented by Robert D. Wilcox, Esq., of Wilcox Law Firm. The Petitions were signed by Jonathan Ramdhan, its president. ROCKY MOUNTAIN: Appoints TDF Resources Founder as Director ---------------------------------------------------------- Rocky Mountain High Brands, Inc.'s Board of Directors has appointed Dean Blythe to serve as a new member of the Board of Directors. Mr. Blythe is the founder and managing partner of TDF Resources, an advisory and investment firm he founded in January 2009 that provides advisory, management, and transaction services to public and private companies across a wide spectrum of industries. Mr. Blythe served on the Board of Directors of Journal Communications, Inc., an NYSE-listed company, from 2013 until its sale in 2015. Mr. Blythe served on the Board of Directors of Total Outdoor Corp. from 2011 to 2013 and served as its co-president and chief financial officer from 2012 to 2013. From 2001 to 2009, Mr. Blythe was with Harte-Hanks, Inc., a NYSE-listed direct and targeted marketing services company. He served in various roles at Harte-Hanks, including as a member of the Board of Directors, president and chief executive officer, executive vice president and chief financial officer, secretary, and vice president - legal. Prior to joining Harte-Hanks, Mr. Blythe served as senior vice president - corporate development & general counsel of Hearst-Argyle Television, Inc., a NYSE-listed company, and its predecessor, Argyle Television, Inc. Mr. Blythe previously served on the Boards of Directors of Argyle Security, Inc., where he chaired its Audit Committee, and New Vision Television, Inc. Mr. Blythe holds a Juris Doctor degree from Duke University and a Bachelor of Science degree from Miami University in Oxford, Ohio. Mr. Blythe has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years. The Company has agreed to compensate Mr. Blythe at a rate of $5,000 per quarter for his service as a Director, together with an additional $10,000 for committee service. As additional compensation for his service, we have granted Mr. Blythe 2,000,000 shares of common stock, which will vest as follows: * 500,000 shares - vested immediately * 500,000 shares - vested upon active board service through June 30, 2018 * 500,000 shares - vested upon active board service through September 30, 2018 * 500,000 shares - vested upon active board service through December 31, 2018 About Rocky Mountain Dallas, Texas-based Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. Rocky Mountain reported a net loss of $9.27 million for the year ended June 30, 2017, following net income of $2.32 million for the year ended June 30, 2016. As of Sept. 30, 2017, Rocky Mountain had $1.04 million in total assets, $7.49 million in total liabilities, all current, and a total shareholders' deficit of $6.44 million. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a shareholders' deficit of $7.30 million, an accumulated deficit of $26.15 million at June 30, 2017, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. S&K MACHINEWORKS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of S&K Machineworks and Fabrication, Inc., as of March 20, according to a court docket. About S&K Machineworks and Fabrication S&K Machineworks and Fabrication, Inc., a/k/a Coastal Industrial Fabrication -- http://www.skmachineworks.com/-- offers CNC machining, conventional machining, and fabrication services. These services include pump repair, shaft repair, gear box rebuilding, reclamation of mechanical parts associated with heavy equipment, valve repair, and fabrication. The Company's facility is divided into a CNC shop of 6,000 sq-ft., a conventional machine shop of 2,000 sq-ft., a fabrication shop of 20,000 sq-ft., a 2,400 sq-ft. facility dedicated to all stainless steel fabrication work, a 2400 sq-ft. coating/painting shop, 1,200 sq-ft. of office space, and 800 sq-ft. chemical storage area. The Company is headquartered in Bay Minette, Alabama. S&K Machineworks and Fabrication sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 18-00543) on Feb. 12, 2018. In the petition signed by Bill Kinggard, president, the Debtor had $1.83 million in total assets and $4.25 million in total liabilities. The Debtor is represented by Irvin Grodsky, Esq. at Irvin Grodsky P.C. SAGE GROUP: Case Summary & 4 Unsecured Creditors ------------------------------------------------ Debtor: Sage Group, LLC 16869 SW 65th Ave. #303 Lake Oswego, OR 97035 Business Description: Sage Group, LLC is a privately held company based in Lake Oswego, Oregon. Chapter 11 Petition Date: March 20, 2018 Case No.: 18-30949 Court: United States Bankruptcy Court District of Oregon Judge: Hon. David W Hercher Debtor's Counsel: Ted A. Troutman, Esq. TROUTMAN LAW FIRM P.C. 5075 SW Griffith Dr., Ste 220 Beaverton, OR 97005 Tel: (503) 292-6788 E-mail: tedtroutman@gmail.com tedtroutman@sbcglobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Patrick Lucas, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/orb18-30949.pdf SAXON ENGINEERING: Hires Warren J. Fields as Special Counsel ------------------------------------------------------------ Saxon Engineering, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Warren J. Fields, as special counsel to the Debtor. Saxon Engineering requires Warren J. Fields to: a. act in a general counsel capacity to the Debtor; and b. aid the Debtor and the Debtor's current bankruptcy counsel, Okin Adams LLP, in the Debtor's Reorganization. Warren J. Fields will be paid at the hourly rate of $325. Warren J. Fields was previously retained as general bankruptcy counsel to the Debtor but Okin Adams LLP has taken over that representation. Although the Debtor paid Warren J. Fields a retainer of $25,000 prior to the filing the bankruptcy case, Warren J. Fields transferred $23,283 to Okin Adams LLP for their taking over representation as bankruptcy counsel to the Debtor. Warren J. Fields retained $1,717 for the chapter 11 filing fee. Warren J. Fields will also be reimbursed for reasonable out-of-pocket expenses incurred. Warren J. Fields, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Warren J. Fields can be reached at: Warren J. Fields, Esq. P.O. Box 809 Katy, TX 77492 Tel: (281) 496-3030 Fax: (832) 202-2341 E-mail: wfields@wfields-law.com About Saxon Engineering Saxon Engineering, Inc., a computer numerical control (CNC) machining company in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35676) on Oct. 3, 2017. In the petition signed by Steven Smith, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jeff Bohm presides over the case. The Debtor hired Okin Adams LLP, as counsel; and Warren J. Fields, as special counsel. SCI DIRECT: Hires Greenfield of Buckley King as Mediator -------------------------------------------------------- SCI Direct, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Harry W. Greenfield of Buckley King LPA, Esq., as mediator to the Debtor. SCI Direct requires Buckley King to assist the Debtors obtain a resolution of a dispute among the Debtors, Nancy Suarez as the Debtors secured lender, and the Official Committee of Unsecured Creditors regarding the secured debt of Nancy Suarez. Buckley King will be paid at the hourly rate of $485. Buckley King will also be reimbursed for reasonable out-of-pocket expenses incurred. Harry W. Greenfield, member of Buckley King LPA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Harry W. Greenfield can be reached at: Harry W. Greenfield, Esq. Buckley King LPA 600 Superior Ave., Suite 1400 Cleveland, OH 44114 Tel: (216) 363-1400 About SCI Direct Suarez Corporation Industries -- http://www.suarez.com/-- is a direct marketing company currently offering hundreds of diversified products around the world. From heaters, food services, jewelry, body and skin care, collectible coins, and health products, SCI continues to lead the way through product innovation and multi-channel marketing. The Company offers services through mail, phone and internet, television, newspaper, and magazines. The company started in business in 1968 when Benjamin Suarez started a small business from his home which eventually became Suarez Corporation Industries. Suarez Corporation Industries is an operating entity involved in direct marketing products to consumers, and Retail Partner Enterprises, LLC, markets the same products on a wholesale basis to retail stores. SCI Direct, LLC, holds certain patents, trademarks, and other intellectual property used by Suarez Corporation Industries, and Retail Partner Enterprises, LLC. The entities are owned by Suarez Enterprises Holding Company. Each of SCI Direct LLC, Suarez Corporation Industries, and two affiliates filed separate voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Case Nos. 17-61735 to 17-61738) on Aug. 7, 2017. The cases are jointly administered before the Honorable Russ Kendig under SCI Direct's Case No. 17-61735. Anthony J. DeGirolamo serves as the Debtors' bankruptcy counsel. The Phillips Organization is the Debtors' accountant. Craig T. Conley, Esq., is special counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Daniel M. McDermott, U.S. Trustee Region 9, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of SCI Direct, LLC, and its debtor affiliates. The Committee tapped McDonald Hopkins LLC to represent them as bankruptcy counsel. SHIEKH SHOES: Hires Pedersen & Houpt as Special Counsel ------------------------------------------------------- Shiekh Shoes LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Pedersen & Houpt, A Professional Corporation, as special counsel to the Debtor. Shiekh Shoes requires Pedersen & Houpt to handle all matters relating to: (a) the Illinois Action, an action by Sports Land and John Park against the Debtor's predecessor in the Circuit Court of Cook County, Illinois County Department, Law Division, bearing case number 2013 L 003225, including any removal and transfer of venue, and (b) the Michigan Action, an Parkwest Development, L.L.C. against Shiekh Ellahi in the United States District Court for the Eastern District of Michigan, bearing case number 2:18-cv-10385-GCS-SDD, including the Debtor's intervention in that action and pursuit of Estate claims. Pedersen & Houpt will be paid at the hourly rate of $195 to $595. Pedersen & Houpt will be paid a retainer in the amount of $5,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. John S. Delnero, partner at Pedersen & Houpt, A Professional Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Pedersen & Houpt can be reached at: John S. Delnero, Esq. PEDERSEN & HOUPT, A PROFESSIONAL CORPORATION 161 North Clark Street, Suite 2700 Chicago, IL 60601-3242 Tel: (312) 641-6888 About Shiekh Shoes LLC Based in Ontario, California, Shiekh Shoes, LLC -- http://www.shiekhshoes.com/-- is a shoe retailer company with 79 locations in California, five in Nevada, 11 in Arizona, 11 in Texas, two in New Mexico, one in Oregon, six in Illinois, eight in Michigan, and five in Washington. Shiekh Shoes features brands like Shiekh, Adidas, Puma, Timberland, Converse, among others. It offers dress, casual, athletic, infant, toddler, youth, basketball, running, training, and skate shoes; slippers, sandals, wedges, pumps, boots, high heels, and sneakers; and apparel. The company was founded in 1991. Shiekh Shoes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-24626) on Nov. 29, 2017. In the petition signed by CEO Shiekh E. Ellahi, the Debtor estimated total assets and liabilities of $50 million to $100 million. Judge Vincent P. Zurzolo presides over the case. The Debtor tapped SulmeyerKupetz, APC as its legal counsel; Pedersen & Houpt, A Professional Corporation, as special counsel; DJM Realty Services, LLC as real estate lease consultant; and KGI Advisors, Inc. as its financial advisor. On Dec. 11, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Cooley LLP. SILICON ALLEY: Disclosures OK'd; April 17 Plan Confirmation Hearing ------------------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey approved Silicon Alley Group Inc.'s disclosure statement, dated March 6, 2018, referring to a chapter 11 plan. Written acceptances, rejections or objections to the plan must be filed not less than seven days before the hearing on confirmation of the plan. April 17, 2018 at 2:00 p.m. is fixed as the date and time for the hearing on confirmation of the plan. About Silicon Alley Silicon Alley Group Inc. filed a voluntary Chapter 11 petition (Bankr. D. N.J. Case No. 16-18244) on April 28, 2016, and is represented by Harrison Ross Byck, Esq., at Kauri Byck, LLC, in Edison, N.J. At the time of the filing, the Debtor estimated its assets at less than $50,000 and its liabilities exceeding $1 million. SIVYER STEEL: U.S. Trustee Forms 5-Member Committee --------------------------------------------------- The Office of the U.S. Trustee on March 19 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Sivyer Steel Corporation. The committee members are: (1) Carpenter Brothers, Inc. Attn: Julie M. Pierce 7100 W. Donges Bay Road Mequon, WI 53092 ne(262) 512-4309 Phone: (414) 354-6555 Fax: (414) 354-6610 Email: j.pierce@carpenterbrothersinc.com (2) ASI International Ltd. Attn: Dr. R. L. (Rod) Naro and Brian Naro 1440 E. 39th Street Cleveland, OH 44114 Phone: (216) 780-4550 Fax: (216) 391-9933 Email: @asi-alloys.com Email: brian@asi-alloys.com (3) Cores for You Attn: Tim Neumann 160 Hamilton Industrial Park Hamilton, IL 62341 Phone: (217) 847-3233 x 103 Fax: (217) 847-2305 Email: timneumann@cores4you.com (4) Canfield & Joseph, Inc. Attn: Amber Prag P.O. Box 470423 Tulsa, OK 74147 Phone: (918) 663-8480 Fax: (918) 665-4645 Email: aprag@canfieldjoseph.com (5) ACRO Manufacturing Corp. Attn: Kurt Packingham 5429 North Towne Place Cedar Rapids, Iowa 52402 Phone: (319) 393-2537 Fax: (319) 393-3151 Email: kpackingham@acromfg.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Sivyer Steel Corporation Sivyer Steel Corporation -- https://www.sivyersteel.com -- is a supplier of steel castings based in Bettendorf, Iowa. Founded by Frederick Lincoln in 1909, the company is an ISO 9001:2008 recertified steel foundry, which means that it meets the International Organization for Standardization's quality management system. The company develops custom steel castings and components for clients in industries that include government, private, and public sectors. Sivyer Steel specializes in military castings, energy applications, railroad castings, wear parts, pump & valves, oil & gas, mining, construction castings, perimeter security, and agriculture. Sivyer Steel Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In the petition signed by Keith Kramer, president, the Debtor disclosed $16.43 million in assets and $18.35 million in liabilities. Judg Anita L. Shodeen presides over the case. Bradshaw, Fowler, Proctor & Fairgrave is the Debtor's bankruptcy counsel. An involuntary Chapter 11 case was filed against the company on March 8, 2018, by alleged creditors Sadler Machine Co., Speyside Machining Holdings, LLC, and ARCO Manufacturing Corporation. STAR PERFORMANCE: Hires Buddy D. Ford as Attorney ------------------------------------------------- Star Performance Realty, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A., as attorney to the Debtor. Star Performance requires Buddy D. Ford to: a. analyze the financial situation, and render advice and assistance to the Debtor in determining whether to file a petition under Title 11, U.S. Code; b. advise the Debtor with regard to the powers and duties of the Debtor and as a Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. prepare and file the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. represent the Debtor at the Section 341 Creditors' meeting; e. give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in-Possession in the continued operation of its business and management of its property; f. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of court; g. prepare, on behalf of the Debtor, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protect the interest of the Debtor in all matters pending before the court; i. represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. perform all other legal services for the Debtor as Debtor- in-Possession which may be necessary herein, and it is necessary for the Debtor as Debtor-in-Possession to employ Ford for such professional services. Buddy D. Ford will be paid at these hourly rates: Partner $425 Senior Associate $375 Junior Associate $300 Senior Paralegal $150 Junior Paralegal $100 Prior to the commencement of the bankruptcy case, the Debtor paid Ford an advance fee of $16,717. The amount of $2,000 as pre-filing retainer, $13,000 as post-filing fee retainer, and $1,717 as filing fee. Buddy D. Ford will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, partner of Buddy D. Ford, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Buddy D. Ford can be reached at: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com About Star Performance Realty Star Performance Realty, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-01791) on March 9, 2018. The Debtor hired Buddy D. Ford, Esq., at Buddy D. Ford, P.A., as counsel. STEP WELL PODIATRY: Hires Tydings & Rosenberg as Attorneys ---------------------------------------------------------- Step Well Podiatry LLC seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Tydings & Rosenberg LLP, as attorneys to the Debtor. Step Well Podiatry requires Tydings & Rosenberg to: a. provide the Debtor with legal advice with respect to its powers and duties as Debtor-in-Possession and in the operation of their business and management of their property; b. represent the Debtor in defense of proceedings instituted to reclaim property or to obtain relief from the automatic stay under Section 362(a) of the Bankruptcy Code; c. prepare any necessary applications, answers, orders, reports and other pleadings, and appearing on the Debtor's behalf in proceedings instituted by or against the Debtor; d. assist the Debtor in the preparation of schedules, statements of financial affairs, and any amendments thereto that the Debtor may be required to file in this case; e. assist with evaluation of a possible sale of the Debtor's business and assets, if necessary; f. assist the Debtor in the preparation of a plan of reorganization or orderly liquidation and a disclosure statement, if necessary; g. assist the Debtor with all bankruptcy legal work; and h. perform all of the legal services for the Debtor that may be necessary or desirable herein. Tydings & Rosenberg will be paid at these hourly rates: Partners $390 to $600 Associates $280 to $360 Paralegals $170 Tydings & Rosenberg will be paid a retainer in the amount of $15,000. Tydings & Rosenberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph M. Selba, partner of Tydings & Rosenberg LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tydings & Rosenberg can be reached at: Joseph M. Selba, Esq. TYDINGS & ROSENBERG LLP 1 East Pratt Street, Suite 901 Baltimore, MD 21202 Tel: (410) 752-9715 Fax: (410) 727-5460 E-mail: jselba@tydingslaw.com About Step Well Podiatry Step Well Podiatry LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 18-13077) on March 9, 2018. The Debtor hired Joseph M. Selba, Esq., at Tydings & Rosenberg LLP. STEPPING STONES: Seeks March 18 Extension to File Amended Plan -------------------------------------------------------------- Stepping Stones, Inc., on March 16, 2018, files a Motion asking the U.S. Bankruptcy Court for the Northern District of Mississippi to extend the deadline for the Debtor to file an Amended Chapter 11 Plan until March 18, 2018. On Nov. 2, 2017, the Court entered an order setting the confirmation hearing requiring the Debtor to file an Amended Chapter 11 Plan no later than March 16, 2018. Because of a family problem, the person assisting the Debtor's officer and board member with her credit repair to allow her to obtain the necessary financing to purchase the property of the Debtor as proposed in the Chapter 11 Plan was unable to supply the information to counsel for the Debtor to complete the Amended Disclosure Statement and Amended Chapter 11 Plan. However, the information will be available to add to the Amended Disclosure Statement both documents can be filed on March 19, 2018. About Stepping Stones Stepping Stones, Inc., previously filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-10372) on Feb. 5, 2016. Stepping Stones sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-11015) on March 20, 2017. In the petition signed by Elizabeth A. Clardy, vice-president, the Debtor estimated less than $500,000 in assets and less than $1 million in liabilities. Judge Jason D. Woodard presides over the case. Gambrell & Associates, PLLC, is the Debtor's bankruptcy counsel. STEPSTONE GROUP: Moody's Assigns Ba3 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service has assigned a Ba3 corporate family rating (CFR) to StepStone Group LP and a Ba3 rating to its $150 million senior secured term loan B due 2025. Net proceeds from the loan issuance will be used to repay $12 million of outstanding debt, fund future general partner (GP) commitments, refinance existing GP commitments, facilitate an equity redistribution and fund the acquisition of Courtland Partners. The rating outlook is stable. The following ratings were assigned with a stable outlook: Corporate Family Rating: Ba3 $150 million senior secured term loan B due 2025: Ba3 RATINGS RATIONALE The Ba3 CFR reflects StepStone's established position as a private markets intermediary with a global footprint. StepStone exhibits a strong client-focused management philosophy, highly selective investment process, and good oversight of investments from inception to realization. The company is active in private equity, private debt, infrastructure, and real estate, and its solid performance and geographic expansion have been key drivers of the company's rapid growth. Since StepStone's founding in 2007, the firm has grown to $97 billion in assets under advisory (AUA) and $35 billion in assets under management (AUM). In the first quarter of 2018, StepStone's acquisition of Courtland Partners is expected to close, adding a further $95 billion in AUA. Moody's view the additional scale positively. Moody's notes that StepStone's AUM resilience is typical for an alternative assets manager, since the majority of investments are locked up for seven or more years at inception. Although 87% of AUA is committed for less than 1 year, advisory contracts are renewed consistently on an annual basis. The high rate of advisory client retention reflects both solid investment performance and value-added advisory services including designing, building and managing customized portfolios of private markets investments. Moody's expects that clients will continue to renew their contracts in a manner consistent with historical experience. Balancing these strengths, the ratings reflect limited scale and business diversification relative to the broader asset management industry. Although the business is well-diversified within private markets, StepStone is confined to a relatively narrow institutional investor-focused product and service offering. StepStone's pre-tax margins have been declining due to increasing reinvestment in the business and performance fee revenue which is unrealized. As StepStone matures, realization of carried interest performance fees should contribute to pre-tax margin expansion. The ratings reflect relatively high pro forma leverage of 3.2x, as calculated by Moody's. Furthermore, Moody's understands that one purpose of the current debt offering is to allow the company to refinance its balance sheet interests in its sponsored products that were previously financed by StepStone's partners. While this may beneficially allow the company to better incentivize its employees in the future, Moody's believe there are risks that arise from this transformation as ability of shareholders' equity to cover potential losses from investments is diminished. The stable outlook reflects Moody's view that StepStone's management fees will continue to steadily grow and leverage will moderately decrease. Moody's said factors that could lead to an upgrade or positive outlook include: 1) Deleveraging over the near-to-medium term resulting in Debt/EBITDA in the low 2x range; 2) Greater geographic and/or private markets business diversification; 3) Strengthening of the core franchise resulting in pre-tax income margins consistently above 40%; and/or 4) Continued AUM/AUA growth and strong client retention. Conversely, factors that could lead to a downgrade or negative outlook include: 1) Debt/EBITDA of 4.0 times or greater; 2) Decline in geographic and/or private markets business diversification; 3) Pre-tax income margins sustained below 30%; and/or 4) Decline in management fee rate below historical range. The principal methodology used in these ratings was Asset Managers: Traditional and Alternative published in December 2015. STERLING ENTERTAINMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Sterling Entertainment Group LV, LLC 900 W. Olympic Blvd. Unit 30B Los Angeles, CA 90015 Type of Business: Sterling Entertainment Group LV, LLC owns Olympic Garden Gentlemen's Club located at 1531 Las Vegas Boulevard, Las Vegas, Nevada 89104 as well as the real property associated with it. The Club is currently not operational and does not generate any cash flow for the Company. Sterling Entertainment also owns a commercial space located at 1507 Las Vegas Boulevard South, Las Vegas, Nevada 89104 and rents it to a commercial tenant. The Company previously sought bankruptcy protection on July 6, 2017 (Bankr. D. Nev. Case No. 17-13662). Chapter 11 Petition Date: March 20, 2018 Case No.: 18-11484 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Davis Debtor's Counsel: Samuel A. Schwartz, Esq. SCHWARTZ FLANSBURG PLLC 6623 Las Vegas Blvd. So., Ste 300 Las Vegas, NV 89119 Tel: (702) 385-5544 Fax: (702) 385-2741 Email: sam@nvfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amadouba Tall, trustee of the Salahadin Family Trust. 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/nvb18-11484.pdf TECHNOLOGY WAY: Plan to be Funded from Sale of Florida Property --------------------------------------------------------------- Technology Way Holdings, LLC's first amended liquidating plan of reorganization proposes to pay creditors from the prospective sale of the real property located at 4755 Technology Way Units 201 & 202, in Boca Raton, Florida 33431, and the furniture, fixtures, and equipment therein. The sale is a sale of essentially all of the Debtor's assets and, accordingly, there will be no further operations post-sale aside from finalizing the procedural aspects of the Chapter 11 case. The liquidating plan of reorganization will pay creditors from the proceeds of a sale which has been executed between the Debtor and Jeffrey Cohen or his assigns for a gross sale price of $1,450,000. As there are insufficient funds to pay all creditors in full, including administrative claims, the priority claim of the Dept. of Revenue, U.S. Trustee fees in the event of a sale, part of the SBA claim, and the subordinated portion of the PNC Bank's claim (class 7), it is necessary to obtain a carve-out or surcharge and the waiver of PNC Bank's class 7- claim in order to make this Plan confirmable and proceed with the proposed sale. The Debtor is in conversations with the secured creditors in this regard. All allowed creditors' claims will be paid 100% unless agreed otherwise or required by Court Order Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. There is a priority tax claim of the Department of Revenue in the amount of $4,002.87. There are no other allowed claims entitled to priority under section 507 of the Code which are not administrative claims under section 507 (a)(2). This Plan also provides for the payment of administrative and priority claims. The administrative claim of Gamberg & Abrams for services rendered and costs incurred in this case will be from a carve-out to the extent approved by this Court in the approximate payment amount of $30,000 and the administrative claim of the accountant is anticipated to be $5,000. A full-text copy of the First Amended Liquidating Plan of Reorganization dated March 6, 2018 is available at: http://bankrupt.com/misc/flsb17-18574-82.pdf About Technology Way Holdings Headquartered in Boca Raton, Florida, Technology Way Holdings, LLC, owns commercial condominiums at 1477 Techonology Way, Boca Raton, Florida, comprising of Units 1-201 and 1-202, approximately 4,595 square feet. Technology Way Holdings filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-18574) on July 7, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. Emma T. Alvardo, manager, signed the petition. Judge Paul G. Hyman, Jr., presides over the case. Thomas L. Abrams, Esq., at Gamberg & Abrams serves as the Debtor's bankruptcy counsel. Taps NAI Miami as Real Estate Broker to market and sell its condominium units located at 1477 Techonology Way, Boca Raton, Florida. TIMBERVIEW VETERINARY: April 23 Hearing on Plan Outline Approval ---------------------------------------------------------------- Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the Middle District of Pennsylvania is set to hold a hearing on April 26, 2018 at 10:00 AM to consider approval of Timberview Veterinary Hospital, Inc. aka Timber View Veterinary P.C.'s amended disclosure statement in support of its amended chapter 11 plan dated March 2, 2018. The hearing will be held at Ronald Reagan Federal Building, Bankruptcy Courtroom (3rd Floor), Third & Walnut Streets, Harrisburg, PA 17101. April 23, 2018 is fixed as the last day for filing and serving written objections to the amended disclosure statement. As previously reported by the Troubled Company Reporter, under the amended plan, 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. 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. TOWERSTREAM CORP: Hires Financial Advisor to Explore Alternatives ----------------------------------------------------------------- Towerstream Corporation's Board of Directors has commenced evaluation of strategic repositioning of the company as it moves to leverage its existing key assets in major U.S. markets. In conjunction with such announcement, the company is launching a concerted focus on indirect and wholesale channels and the retention of Bank Street Group LLC as its independent financial advisor to explore strategic alternatives with such broadband carriers. "After reviewing the core assets of the company, the Board has decided to work much more closely with other operators which have had a difficult time penetrating important markets," said Ernest Ortega, Towerstream's chief executive officer. "Towerstream's footprint in a dozen Tier 1 markets enable it to reach nearly 400,000 buildings. We already provide high speed broadband services to over 2,800 buildings in those markets, and carriers are looking to our leading footprint as a means of serving their own customers." The Company's board determined that as part of its concerted efforts with other providers, it would undertake a review of strategic alternatives with the goal of maximizing shareholder value. "We look forward to our engagement with Bank Street, a company with an outstanding track record of leveraging their extensive transaction experience and deep industry experience to deliver outstanding results to their clients," said Mr. Ortega. The Company has not set a definitive timetable for the completion of its review of strategic alternatives and there can be no assurances that the process will result in a transaction. Any potential strategic alternative will be evaluated by the Board of Directors. The Company does not intend to discuss developments with respect to the evaluation process unless a transaction is approved, or disclosure becomes appropriate. About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Towerstream had $26.65 million in total assets, $39.04 million in total liabilities and a total stockholders' deficit of $12.39 million. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TOWN SPORTS: Board OKs Amended 2018 Management Stock Purchase Plan ------------------------------------------------------------------ The Board of Directors of Town Sports International Holdings, Inc. approved the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018, which amends and restates the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan. The changes to the MSPP approved by the Board of Directors of the Company include, but are not limited to, a revision to the definition of "Market Value" to clarify the calculation, a revision to the determination of "Purchase Price" as it relates to the purchase of shares pursuant to the MSPP, and a revision to the limitation on a MSPP participant's purchase of shares of TSI Holdings common stock to change the limitation period from a 12-month period to a calendar year period. A full-text copy of the Amended Stock Plan is available for free at https://is.gd/6dtYfn About Town Sports International Headquartered in New York, Town Sports International Holdings, Inc., is the owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States. As of Dec. 31, 2017, the Company owned and operated 165 fitness clubs. The clubs are comprised of 119 clubs in the New York metropolitan region, including 39 locations in Manhattan. Additionally, the Company owned and operated 28 clubs in the Boston metropolitan region under the "Boston Sports Clubs" brand name, 10 clubs (one of which is partly-owned) in the Washington, D.C. metropolitan region under the "Washington Sports Clubs" brand name, five clubs in the Philadelphia metropolitan region under the "Philadelphia Sports Clubs" brand name and three clubs in Switzerland. In addition, as of Dec. 31, 2017, the Company has one partly-owned club that operates under a different brand name in Washington, D.C. Town Sports reported net income of $4.36 million on $403.04 million of revenues for the year ended Dec. 31, 2017, compared to net income of $8.04 million on $396.92 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Town Sports had $236.67 million in total assets, $314.62 million in total liabilities and a total stockholders' deficit of $77.95 million. The Company currently has a substantial amount of debt. As of Dec. 31, 2017, its total outstanding consolidated debt was $199.9 million under its 2013 Term Loan Facility. The 2013 Term Loan Facility expires on Nov. 15, 2020. In addition, as of Dec. 31, 2017, under the 2013 Revolving Loan Facility there were no outstanding borrowings and outstanding letters of credit issued totaled $7.0 million, which if still outstanding, will likely need to be funded by the Company's cash upon the expiration of the 2013 Revolving Loan Facility on Nov. 15, 2018. The unutilized portion of the 2013 Revolving Loan Facility as of Dec. 31, 2017 was $38.0 million, with borrowings under such facility subject to the conditions applicable to borrowings under its 2013 Senior Credit Facility, which conditions it may or may not be able to satisfy at the time of borrowing. * * * In May 2016, S&P Global Ratings said that it affirmed its corporate credit rating on New York City-based Town Sports International Holdings Inc. at 'CCC+'. The rating outlook is negative. The CCC+' corporate credit rating affirmation reflects a highly leveraged capital structure that S&P believes is unsustainable over the long term, the ongoing risk of a conventional default, and the risk of another type of distressed debt restructuring in the future. TOYS "R" US PROPERTY: Case Summary & 29 Top Unsecured Creditors --------------------------------------------------------------- Debtor affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Toys "R" Us Property Company I, LLC (Lead) 18-31429 One Geoffrey Way Wayne, NJ 07470 Wayne Real Estate Holding Company, LLC 18-31428 MAP Real Estate, LLC 18-31430 TRU 2005 RE I, LLC 18-31431 TRU 2005 RE II Trust 18-31432 Wayne Real Estate Company, LLC 18-31433 Type of Business: Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the Properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the Properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property Company operates as a subsidiary of Toys "R" Us Inc. On Sept. 18, 2017 Toys "R" Us, Inc. and certain of its affiliates filed voluntary petitions for relief under the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665). The newly-filed Debtors request procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. Visit https://www.toysrus.com for more information. Chapter 11 Petition Date: March 20, 2018 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. Keith L. Phillips Debtors' Counsel: Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: edward.sassower@kirkland.com joshua.sussberg@kirkland.com - and - James H.M. Sprayregen, P.C. Anup Sathy, P.C. Chad J. Husnick, P.C. Emily E. Geier, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com anup.sathy@kirkland.com chad.husnick@kirkland.com emily.geier@kirkland.com Debtors' Co-Counsel: Michael A. Condyles, Esq. Peter J. Barrett, Esq. Jeremy S. Williams, Esq. KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia 23219-4071 Tel: (804) 644-1700 Fax: (804) 783-6192 Email: Michael.Condyles@KutakRock.com Peter.Barrett@KutakRock.com Jeremy.Williams@KutakRock.com Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petition was signed by James Young, authorized signatory. A full-text copy of Toys "R" Us Property's petition is available for free at http://bankrupt.com/misc/vaeb18-31429.pdf List of Debtors' 29 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Guggenheim Partners Term Loan $129,722,735 JPMorgan Chase Term Loan $107,948,080 Bank, N.A. H/2 Capital Term Loan $107,794,505 Partners Glendon Capital Term Loan $84,128,926 Management, L.P. Eaton Vance Term Loan $84,127,451 Management Deutsche Bank Term Loan $61,174,781 Redwood Capital Term Loan $43,795,139 Management, LLC Seix Investment Term Loan $38,073,803 Advisors Inc Oaktree Capital Term Loan $31,129,744 Management, L.P. Societe Generale Term Loan $27,707,589 Mitsubishi UFJ Term Loan $24,604,412 Securities International PLC Empyrean Capital Term Loan $22,359,067 Partners, LP Whitebox Advisors Term Loan $15,000,000 HSBC Bank USA, Term Loan $14,575,284 National Association Lord, Abbett & Co. LLC Term Loan $12,480,986 Loomis Sayles & Co. Term Loan $8,715,826 USAA Investment Term Loan $7,164,963 Management Co. AEGON USA Term Loan $6,025,000 Investment Management, LLC Arena Capital Term Loan $5,000,000 Westport Capital Term Loan $5,000,000 Partners LLC Goldman Sachs Term Loan $4,620,007 Asset Management, LP. Wells Fargo Bank, N.A. Term Loan $4,437,652 Graham Capital Term Loan $4,067,601 Management Quadrant Capital Term Loan $3,030,069 Advisors Inc Goldman Sachs Term Loan $2,952,507 Bank USA Morgan Stanley Term Loan $1,367,770 Investment Management Inc. Muzinich & Co. Inc. Term Loan $658,045 Hillmark Capital Term Loan $462,652 Management LP Citigroup Term Loan $437,981 Alternative Investments LLC Toys “R” Us Property said it is in the process of researching noticing information for each institutional lender and will file an updated list with the Court as soon as possible. TWIFORD ENTERPRISES: Hires Winship & Winship as Attorney -------------------------------------------------------- Twiford Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Wyoming to employ Winship & Winship, P.C., as attorney to the Debtor. Twiford Enterprises requires Winship & Winship to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Winship & Winship will be paid at the hourly rate of $300. Prior to the filing of the petition, Winship & Winship received a retainer of $31,717 from the Debtor. Prior filing of the bankruptcy case, Winship & Winship applied $10,718 from said retainer, leaving a balance of $20,999. Winship & Winship will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen R. Winship, partner of Winship & Winship, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Winship & Winship can be reached at: Stephen R. Winship, Esq. WINSHIP & WINSHIP, P.C. 145 South Durbin Street, Suite 201 Casper, WY 82601 Tel: (307) 234-8991 E-mail: steve@winshipandwinship.com About Twiford Enterprises Twiford Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Wyo. Case No. 18-20120) on March 9, 2018. The Debtor hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as counsel. VITAMIN WORLD: Winland Wants Case Converted to Chapter 7 -------------------------------------------------------- Winland Credit Partners LLC asks the Delaware bankruptcy court to convert the Chapter 11 cases of Vitamin World, Inc., to a liquidation under chapter 7. Winland explains that the sale of substantially all of the Debtors' assets has been completed. Thus, the Debtors have no reasonable likelihood of rehabilitation. "There can be little doubt the Debtors are experiencing negative cash flow," Winland said. "Although the Debtors are months behind on their reporting obligations, having only filed their reports for September-December 2017 this past Friday [March 16], they have no income source post-closing, only substantial professional fees and U.S. Trustee fees. Plan confirmation, claims reconciliation, and derivative standing litigation will require the Debtors' estates to incur additional professional fees, putting aside the causes of action which the Committee seeks derivative standing to pursue." According to Winland, case conversion would permit an objective trustee to analyze the viability of the claims the Committee seeks derivative standing to pursue, and pursue them if he/she determines them viable, free of restrictions which may be imposed by release/exculpation provisions in a liquidating plan. It would also substantially reduce overall professional spend by terminating the Committee and its professionals, terminating the Debtors' professionals, eliminating the need for derivative standing litigation, and eliminating the Debtor's U.S. Trustee fee obligations. On November 9, 2017, the Court entered a final order authorizing the Debtors to incur $25 million in postpetition indebtedness. On December 22, the Court entered an order authorizing the Debtors to sell substantially all of their assets to Valuable Hero Limited. The transaction closed on January 19, 2018. On March 13, 2018, the Committee filed a certification of counsel annexing a proposed form of consent order granting it derivative standing to commence litigation against Centre Lane Partners to recover $5 million as a fraudulent transfer or voidable return of capital. Attorneys for Creditor Winland Credit Partners LLC: Julia Klein, Esq. KLEIN LLC 919 North Market Street, Suite 600 Wilmington, DE 19801 Tel: (302) 438-0456 E-mail: klein@kleinllc.com - and - Jeffrey Chubak, Esq. STORCH AMINI PC 140 East 45th Street, 25th Floor New York, New York 10017 Tel: (212) 497-8247 E-mail: jchubak@storchamini.com About Vitamin World Headquartered in Holbrook, New York, Vitamin World is a specialty retailer in the vitamins, minerals, herbs and supplements market. The Company offers customers products across all major VMHS and sports nutrition categories, including, supplements, active nutrition, multiples, letter vitamins, health and beauty, herbs, minerals, food and specialty items. When it filed for bankruptcy, Vitamin World was operating out of four distribution centers located in Holbrook, New York; Sparks, Nevada; Riverside, California; and Groveport, Ohio; and 334 retail stores that are mostly located in malls and outlet centers across the United States and its territories. Products are also sold online at http://www.vitaminworld.com/ The Company has 1,478 active employees. Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11933) on Sept. 11, 2017. Vitamin World estimated assets of $50 million to $100 million and debt of $10 million to $50 million. Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel. Saul Ewing Arnstein & Lehr LLP is the co-counsel. Retail Consulting Services, Inc., is the Debtors' real estate advisors. RAS Management Advisors, LLC, is the financial advisor. JND Corporate Restructuring is the claims and noticing agent. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee retained Lowenstein Sandler LLP as lead counsel; and Whiteford, Taylor & Preston LLC as Delaware counsel. VYAIRE MEDICAL: Moody's Assigns B3 CFR & Rates 1st Lien Debt B2 --------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) to Vyaire Medical, Inc. Moody's also assigned a B2 rating to the proposed first lien debt and a Caa2 rating to the proposed second lien term loan. The rating outlook is stable. Proceeds from the $360 million first lien term loan, EUR75 million second lien term loan and about $250 million in equity will be used to buyout Becton, Dickinson and Company's (BD / Ba1, stable) remaining 49.9% share in the company, fund contemplated acquisitions, repay existing debt, and cover fees and expenses. The company's high financial leverage, unproven standalone corporate cost structure, and aggressive financial polices constrain the rating," stated Moody's AVP - Analyst Todd Robinson. "However, with the carve out from BD mostly complete, Moody's believe that Vyaire will focus on cost reduction and improve profit margins, cash flow, and leverage over the next few years," continued Robinson. The following ratings were assigned to Vyaire Medical, Inc: Corporate Family Rating at B3 Probability of Default Rating at B3-PD First lien revolving credit facility expiring 2023 at B2 (LGD 3) First lien term loan due 2025 at B2 (LGD 3) Second lien term Loan due 2026 at Caa2 (LGD 5) The outlook is stable. RATINGS RATIONALE The B3 CFR reflects Vyaire's high financial leverage, and limited history as a stand-alone company. Moody's estimates that the company's debt to EBITDA will be around 6.3 times pro forma for the transaction and a full year of earnings from the contemplated acquisitions. The company also has a modest level of free cash flow and faces competition from much larger firms which have substantially greater resources. The rating is supported by the recurring nature of the company's revenues, good geographic and product diversity and stable end markets. Additionally, Moody's believes that the company has meaningful opportunities to expand its profit margins through supply chain efficiencies. The stable rating outlook reflects Moody's view that Vyaire will remain highly leveraged, but that credit metrics will improve over time. The stable outlook also reflects Moody's expectation that the company will maintain good liquidity. The rating could be upgraded if Vyaire successfully completes processes to operate as a stand-alone company, efficiently integrates pending acquisitions, and grows earnings under its new cost structure. In addition, debt to EBITDA would need to be sustained below 5.5 times and free cash flow materially improve before Moody's would consider an upgrade. The rating could be downgraded if revenues or profitability weaken, free cash flow is negative or liquidity deteriorates. Higher than expected standalone costs or the inability to integrate acquisitions could also result in a downgrade. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. Vyaire is a manufacturer and distributor of respiratory products. The company's main products include ventilation equipment, respiratory diagnostic equipment, and respiratory and anesthesia disposable supplies. Revenues are around $800 million. VYAIRE MEDICAL: S&P Assigns B- Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ Vyaire Medical Inc., a Mettawa, Ill.-based manufacturer and distributor of respiratory equipment and supplies, is recapitalizing following the acquisition by private equity company Apax Partners of the remaining 49.9% equity interest in Vyaire owned by Becton Dickinson & Co. The new capital structure will include a US$125 million revolver (undrawn at closing, and which steps down to $85 million after one year), a US$360 million first-lien term loan, and a EUR75 million second-lien term loan. S&P expects adjusted debt leverage to be about 7.8x for 2018, and improve to about 7x for 2019. S&P Global Ratings assigned its 'B-' corporate credit rating to Vyaire Medical Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to its $125 million revolver and $360 million first-lien credit facility. The '3' recovery rating indicates our expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. In addition, we assigned a 'CCC' issue-level rating and '6' recovery rating to the second-lien debt. The '6' recovery rating indicates our expectations for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default." Vyaire Medical Inc. is a pure-play manufacturer and distributor of respiratory capital equipment and supplies. The company's products are sold across a continuum of settings, including acute-care hospitals (about 80% of revenues), long-term care facilities, home care outpatient clinics, and diagnostic centers, with four reportable segments: -- Airway management (about 31% of 2017 revenue), which provides respiratory consumables for breathing circuits, medication delivery and humidification, bronchial hygiene, airway clearance, and suction as well as masks and resuscitation. -- Operative care (about 27% of 2017 revenue), which provides consumables for anesthesia delivery, airway access, patient monitoring, and temperature management. -- Ventilation (about 25% of 2017 revenue), which provides ventilator equipment and supplies, including neonatal and portable ventilation equipment. -- Respiratory diagnostics (about 13% of 2017 revenue), which provides equipment and supplies to support pulmonary function testing, spirometry exercise testing, and sleep diagnostics (apnea). S&P said, "The stable rating outlook reflects our base-case forecast for modest organic revenue growth, modest EBITDA margin expansion, and free cash flow deficits in 2018 and 2019. The stable outlook also reflects our expectation for the company to maintain sufficient liquidity to support its capital structure during this time frame." WALKING CO: U.S. Trustee Forms Seven-Member Committee ----------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 20 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Walking Company Holdings, Inc., and its debtor-affiliates. The committee members are: (1) Power Link Int'l Corp. Attn: Gary Wells Nu Shan Foreign Trade Industrial Park Dong Cheng District, Dongguan City Guangdong Province, China Tel: (503) 970-0104 Office: (503) 638-9077 (2) Dansko, LLC Attn: Cynthia Worthington 33 Federal Road West Grove, PA 19390 Tel: (610) 869-8335, Ext 1170 Fax: (610) 869-9217 (3) Hoan Cau Hoa Binh J.S.C Attn: David Cox Dong Xuang Thainh Lap Long Sun Bin Hoa Binh, Vietam Tel: 011-44-7484-258-728 (4) Lexin NY 551 LLC Attn: Dennis Biales 654 Madison Avenue, Suite 2205 New York, NY 10066 Tel: (212) 750-3500 Fax: (212) 750-3606 (5) Simon Property Group Attn: Ronald Tucker 225 West Washington Street Indianapolis, IN 4204 Tel: (317) 263-2346 Fax: (317) 263-7901 (6) GGP Limited Partnership Attn: Julie Minnick-Bowden 350 N. Orleans Street, Suite 300 Chicago, IL 60654 Tel: (312) 960-2707 Fax: (312) 442-6374 (7) ShoeWest, Inc., DBA Taos Footwear Attn: Bill Langrell 2660 Columbia Street Torrance, CA 90503 Tel: (310) 218-4613 Fax: (310) 324-6204 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 The Walking Company The Walking Company is the leading national specialty retailer of high-quality, technically designed comfort footwear and accessories, and offers a selection of premium comfort brands including ABEO, Dansko, ECCO, Taos, and more. The Walking Company operates 208 stores in premium malls across the nation and the company's website http://www.thewalkingcompany.com/ On March 6, 2018, The Walking Company Holdings, Inc., along with affiliates The Walking Company, Big Dog USA, Inc., and FootStmart, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The cases are pending joint administration before the Honorable Laurie Selber Silverstein. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Consensus Advisory Services LLC is the financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent. Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to the Prepetition Subordinated Creditors. WEINSTEIN COMPANY: Cites Harvey's Reported Misconduct for Collapse ------------------------------------------------------------------ The Weinstein Company Holdings LLC and its subsidiaries have sought Chapter 11 bankruptcy protection to pursue a $310 million sale of the assets after sexual misconduct allegations against co-founder and chairman Harvey Weinstein and his subsequent termination "led to significant disruption and distraction across the Company and the Company's counterparties in the industry, which overwhelmed the Company's ability to conduct business as usual." On Oct. 5, 2017, The New York Times published an article entitled, "Harvey Weinstein Paid Off Sexual Harassment Accusers for Decades." The article detailed allegations of sexual harassment against Harvey Weinstein -- TWC's co-founder and then-Co- Chairman -- by multiple women spanning nearly three decades. Less than a week later, on Oct. 10, The New Yorker published an article entitled, "From Aggressive Overtures to Sexual Assault: Harvey Weinstein's Accusers Tell Their Stories," recounting seven women's experiences with Harvey, with accusations raging from sexual harassment to sexual assault and rape. To date, more than 80 women have stepped forward to accuse Harvey -- a man whose name is eponymous with TWC -- of sexual harassment, assault or rape. Allegations have been reported worldwide, prompting police departments in both the United States and the United Kingdom to open investigations and sparking the international #metoo and Time's Up campaigns. On Oct. 8, 2017, TWC's Board of Representatives terminated Harvey's employment with the Company effective immediately. On Oct. 17, the Board formed a Special Committee to formally retain Debevoise & Plimpton LLP as Independent Counsel to conduct the previously announced independent investigation. Following the Board's ratification of the termination of his employment, Harvey resigned from the Board at the same Special Meeting. Robert Del Genio, senior managing director for Corporate Finance and Restructuring at FTI Consulting, Inc., who was appointed as CRO effective Dec. 1, 2017, explains in court filings that notwithstanding the Board's swift action, the backlash against the Company was immediate and intense. Many contractual counterparties refused to continue normal business dealings with TWC, and many publicly announced their decision to sever ties. For example: * On Oct. 6, 2017, one of the world's leading communications firms, Ketchum, publicly declared that it had terminated its production and distribution agreement with TWC; * On Oct. 9, 2017, Apple Inc. announced that it would end plans for a 10-part Elvis biopic that was set to be produced by the Company; * On Oct. 12, 2017, the creative team behind Lin Manuel Miranda's In the Heights publicly demanded that TWC release its rights to the movie adaptation of the Tony Award-winning play. That same day, Hachette Book Group announced that it would shut down the Company's publishing imprint, Weinstein Books; Netflix announced that it would remove the Company's credit from its series Peaky Blinders; and A+E Networks announced that it would remove the Company's logo from certain television shows, including Project Runway. * On Oct. 13, 2017, Amazon Studios announced that it would cut ties with the Company, cancelling plans for a high-profile, big budget series from Silver Linings Playbook writer-director David O'Russell and dropping TWC as a co-producer of a separate series with Mad Men creator Matthew Weiner; * On Oct. 18, 2017, actor-director Channing Tatum halted development of his movie, Forgive Me, Leonard Peacock, with the Company; * On Oct. 25, 2017, producers of the film Wind River, luxury car brand Lexus and Ovation TV all severed ties with the Company; and * On Nov. 1, 2017, it was reported that Quentin Tarantino was seeking a different studio for his ninth film—marking the first time that the director would use a studio other than TWC (or one of its predecessors) for a feature film. Even longstanding business partners have refused to return the Company's phone calls. Average weekly receipts dropped from $2 million at the end of September 2017 to $150,000 the week before the Petition Date. Indeed, money was so scarce that, by early November 2017, the Special Committee of the Board had to halt the recently announced investigation being conducted by Debevoise (less than one month after it started), as limited available liquidity had to be directed to payroll and other crucial operational expenses. In addition to business partners, the Company lost a majority of its Board members. Between Oct. 5 and Oct. 14, 2017, five members of the Board resigned: Dirk Ziff (on Oct. 5); Tim Sarnoff (on Oct. 7); Marc Lasry (on Oct. 7); Paul Tudor Jones (on Oct. 7); and Richard Koenigsberg (on October 14). Only three of the Board members who served on the Board as of October 5 -- Lance Maerov, Tarak Ben Ammar and Robert Weinstein, Harvey's brother -- remained to guide the Company through these difficult circumstances. The Company has also lost more than 25% of its full-time employees. On Oct. 1, 2017, the Company had more than 120 full-time employees; as of the Petition Date, the Company has only 85. The Company is currently missing key executives, including a Chief Operating Officer (who was recently fired for cause) and a General Counsel. Indeed, the Company does not presently have a single in-house lawyer, instead relying on an outside litigation management consultant. The Company has also been subjected to numerous lawsuits as a result of Harvey's reported misconduct. TWC has been named in at least nine civil actions commenced by alleged Harvey's victims, including a broad federal class action; two civil actions commenced by Harvey himself (one for alleged wrongful termination, and one for access to the Company's books and records); and at least six civil actions commenced by contractual counterparties, including a lawsuit by AI International Holdings (BVI) Ltd alleging that Harvey's "termination and the facts and circumstances leading to and surrounding that dismissal . . . constitute a Material Adverse Change" under the AI Note and demanding repayment of that note in full (along with accrued and unpaid interest). The Company was also the target of an investigation by the Office of the Attorney General of the State of New York and was recently sued in a civil lawsuit filed by that same office for alleged civil rights violations. Faced with these circumstances, the Company has been largely unable to operate following the public disclosure of the allegations against Harvey. Sale to Save the Company The Board understood immediately that the situation was dire. On Oct. 26, 2017, the Company amended a prior engagement letter with Moelis & Company -- an investment bank with expertise in mergers and acquisitions, recapitalization and financial restructuring -- to explore an overall financial restructuring, including a potential sale of substantially all of the Company's assets. The Company had previously retained Moelis in or around February 2016, to broker a sale of its television assets; however, at that time, Moelis had received only a small number of offers, and negotiations advanced no further than the exchange of preliminary term sheets. Beginning in mid-October 2017, Colony Capital Acquisitions, LLC expressed interest in purchasing the television assets owned by The Weinstein Company LLC and its subsidiaries. On Oct. 15, 2017, the Company and Colony entered into an exclusivity agreement with regard to Colony's interest. Ultimately, however, the parties' discussions broke down and no sale was consummated. The highly publicized end of negotiations with Colony in early November 2017 put additional pressure on TWC. Toward the end of the Company's negotiations with Colony, the Debtors began negotiations with Fortress Credit Co. LLC regarding rescue financing. Specifically, Fortress expressed interest in acquiring Weinstein Domestic LLC's outstanding debt under the UBE Facility and extending new loans. However, the refinancing did not materialize. Needing additional cash, the Company began to market its film Paddington 2. The sale of Paddington 2 was intended as a stop-gap measure to raise sufficient finances to avert the need to file for bankruptcy protection while the Company continued negotiations to sell its remaining assets. Moelis worked directly with the Company's Board to market Paddington 2. The Company received approximately five offers for Paddington 2, and ultimately sold the film asset to Warner Brothers for $28.8 million, of which the Company received $13.0 million in immediate cash. The remaining cash went to the producer, Studiocanal. On Nov. 8, 2017, the Company received a letter from Maria Contreras-Sweet. The letter attached a proposed term sheet, proposing to acquire the assets of the Company, to assume substantially all liabilities related to the Company's business operations, to retain most (if not all) employees and to install a majority-female board of representatives. The Company subsequently began intensive negotiations with Mediaco Acquisition, LLC regarding a potential sale of substantially all of the Company's assets. Mediaco is a consortium of investors that includes the Yucaipa Companies, Lantern Asset Management LLC, Maria Contreras-Sweet and other investors. Yucaipa was interested in the Company and its assets since October 2017 and has previously invested, through its affiliates, in certain projects of the Company for years. On Nov. 23, 2017, the Company was able to sell War with Grandpa, to its producers, Marro WWG LLC, for $2.5 million. Also in November 2017, the Board adopted a broad strategy proposed by Moelis to attract additional bidders. Moelis distributed slide presentations regarding the Company's saleable assets to 44 parties by mid-November 2017. Of these 44 parties, 30 signed preliminary letters of interest and gained access to a data room established for this purpose containing extensive documentation regarding the Company's finances and asset holdings. On or around Dec. 8, 2017, Moelis sent process letters to the 30 investors that had signed preliminary letters of interest. The letters provided for a bid deadline of December 20, 2017. In response, the Company received 10 proposals. Each proposal was for a purchase of some combination of the Company's film library, television assets, and portfolio of unreleased films. Moelis recommended eight of these proposals for a second round of negotiations, which remained ongoing until shortly before the Petition Date. The Board considered each of those proposals in detail and, after having detailed discussions and consulting their advisers, passed 8 bidders into the second round. However, of the 8, the Mediaco proposal presented the only real opportunity for a sale of the Company outside of bankruptcy. In fact, all other bidders either explicitly or verbally communicated their intention to acquire assets pursuant to a court-supervised bankruptcy 363 sale. On Jan. 12, 2018, in an effort to preserve cash, the Company sold Six Billion Dollar Man to Warner Bros. Entertainment Inc. for $7.2 million. After determining that Mediaco appeared to be the best prospect for a sale outside of bankruptcy, on or about Jan. 22, 2018, TWCH entered into a 20-day exclusivity and expense reimbursement agreement with Mediaco. Under this agreement, TWCH agreed not to market the Company's assets to other potential purchasers during the 20-day exclusivity period, and to reimburse Mediaco's costs up to $1.5 million. Over the course of negotiations, TWCH and Mediaco exchanged approximately 15 draft Asset Purchase Agreements ("APAs") in contemplation of a sale of substantially all of the Company's assets. The Company engaged in numerous in-person and telephonic meetings with Mediaco, its representatives and its counsel. Given the possibility that certain members of the Company's management might be employed by the new entity after a transaction, the Board took an active role in negotiations. On Feb. 11, 2018, the last day of the Exclusivity Period, the Company remained hopeful that it could enter a purchase agreement with Mediaco, although material differences remained. However, the same day that exclusivity was set to expire, the Attorney General of the State of New York (the "Attorney General") commenced a civil lawsuit against the Company (among other defendants) in the Supreme Court of the State of New York, County of New York, captioned The People of the State of New York v. The Weinstein Company LLC (the "Complaint"). The Complaint alleged that the Company had violated the New York Human Rights Law, New York Civil Rights Law and New York Executive Law in connection with Harvey Weinstein's reported misconduct. The Complaint sought monetary damages as well as an injunction and other equitable relief, including a prohibition on certain corporate or financial transactions. The Exclusivity Period thereafter ended without an agreement with Mediaco. After the filing of the Complaint, the Company began the parallel paths of trying to salvage negotiations with Mediaco while seeking bidders for a potential in-court sale process. In addition, the Company began negotiations with Union Bank, N.A. regarding the terms of a potential debtor-in-possession financing arrangement. On or about Feb. 21, 2018, the Company had a productive meeting with Mediaco representatives, facilitated by the Attorney General, and the Company again believed that an out-of-court sale was still a feasible option to avoid a bankruptcy filing. On Feb. 24, 2018, Moelis delivered its "final call" for bids from other bidders in the event a bankruptcy filing became necessary. That "final call" to bidders with whom Moelis had been negotiating for months prior to and after the Exclusivity Period, and who during that time had received extensive diligence materials, indicated that final and best bids were due by March 8, 2018, and included a draft Asset Purchase Agreement. By the evening of Sunday Feb. 25, 2018, it was clear that the Company and Mediaco would be unable to reach agreement on an out-of-court sale of the Company's assets. As a result, the Company issued a press release indicating that the Company would pursue an orderly bankruptcy process and a bankruptcy filing was imminent. Nevertheless, at the initiative of the Attorney General and with the assistance of a mediator, the Company and Mediaco revived their negotiations. In a widely publicized turn of events, the Company and Mediaco signed an Asset Purchase Agreement on March 1, 2018, following a full-day meeting at the Attorney General's office. At Mediaco's insistence, the Asset Purchase Agreement contained a "walk-away" right in Mediaco's favor—a provision the Board agreed upon in an attempt to save jobs, maximize the value of the Company's assets and avoid the costs, disruptions and uncertainty of a bankruptcy filing. In exchange for an agreement that provided optionality, the Board insisted that Mediaco provide interim financing for the Company between the signing of the Asset Purchase Agreement and the closing of the transaction, the first payment of which would be due on March 6, 2018. On March 6, 2018, Mediaco failed to make the first interim financing payment and instead terminated the Asset Purchase Agreement. That same day, the Company again announced its intention to file for bankruptcy. Company Prepares for Chapter 11 Despite the ongoing out-of-court sale negotiations, in early February the Company began discussions with Union Bank and the other lenders under the Union Bank Facility regarding potential debtor-in-possession financing, which the Company believed would be necessary to ensure access to cash in the event the Company proved unable to complete an out-of-court sale. On Feb. 26, 2018, the day after the Company issued a press release indicating that a bankruptcy filing was imminent, the Company and Moelis began contacting additional prospective lenders to begin in earnest a search for DIP financing. Over the course of two days, Moelis, on behalf of the Company, made outbound contacts to 25 prospective lenders and received unsolicited inbound inquiries from five additional parties. Over the course of the following three weeks, the Company and Moelis entered into non-disclosure agreements with, and provided information to, 14 prospective lenders, ultimately receiving non-binding term sheets from six parties. During the three-week period, the Company, Moelis and FTI reviewed the term sheets received on a rolling basis in light of several factors, including economic terms, financing certainty, proposed restrictions on operation and use of proceeds and the collateral and security grants requested. As a result of this review, the Company determined that, while the majority of the term sheets received were not likely to lead to a superior financing than that proposed by the Union Bank Syndicate, one prospective lender had proposed terms compelling enough to advance in the process. Ultimately, the Company determined that, given the other prospective lender's relative unfamiliarity with the complex collateral structure of the Company's existing financings and the need for speed due to the Debtors' strained liquidity position, such lender's offer was substantially less certain than Union Bank's. Thus, on March 16, 2018, the Company determined that Union Bank's $25 million senior secured superpriority DIP delayed draw term loan, maturing 125 days following the Petition Date appeared to be the best available financing. Immediately following receipt of the notice of termination from Mediaco, on March 6, the Board resolved to prepare for a potential bankruptcy filing and instructed Moelis to conduct outreach to potential bidders who may be interested in acquiring the Company's assets in a postpetition asset sale under Section 363. Given the Company's limited remaining cash following Mediaco's failure to make the first interim financing payment, the Board and Moelis focused this outreach on six parties that had previously submitted proposals to acquire the Company's assets through an in-court asset sale, including Lantern Capital, which had previously been involved as an investor in early discussions with Mediaco and that had previously informed the Board and Moelis of its interest in participating in a potential postpetition sale process as a stalking horse bidder. The Company, with Moelis's assistance, communicated a final bid deadline of March 7, 2018 for stalking horse proposals. On March 7, Lantern Capital submitted a proposal to acquire substantially all of the Company's assets in a postpetition asset sale under Section 363 for a cash purchase price of $310 million (subject to certain adjustments) and the assumption of certain project-level, non-recourse indebtedness. Lantern Capital's proposal included a revised Asset Purchase Agreement based on the draft provided to all bidders by Moelis in February 2018. Additionally, Lantern Capital's proposal indicated an interest to maintain the Company's business intact as a going concern and to offer employment to most of the Company's employees. On March 8, the Company received one additional proposal to acquire substantially all of the Company's assets from another interested bidder. However, this proposal included a lower cash purchase price and additional conditions precedent relating to third-party consents from the Company's business partners. The Board held a telephonic meeting to evaluate and discuss the proposals. The Board determined that the offer from Lantern Capital represented the greatest value to the Company and its stakeholders and the greatest closing certainty, and the Board authorized Moelis to continue negotiations with Lantern Capital in order to finalize an Asset Purchase Agreement on the terms outlined in Lantern Capital's proposal. Between March 8 and 18, the Company and Lantern Capital exchanged approximately eight drafts of the Asset Purchase Agreement. At a Board meeting on March 18, the Board approved the Asset Purchase Agreement and the DIP Facility. At a Board meeting on March 19, the Board decided that the Company would expressly release any confidentiality provision to the extent it has prevented individuals who suffered or witnessed any form of sexual misconduct by Harvey Weinstein from sharing their stories. Also on March 19, the Company entered into the Asset Purchase Agreement for the postpetition sale of substantially all of the Company's assets with Lantern Entertainment LLC, an affiliate of Lantern Capital. On or about March 20, the Company and its subsidiaries entered into a DIP Facility with Union Bank. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. CRAVATH, SWAINE & MOORE LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. FTI CONSULTING, INC., is the restructuring advisor. MOELIS & COMPANY LLC is the investment banker. EPIQ BANKRUPTCY SOLUTIONS, LLC is the claims and noticing agent. WESTMORELAND COAL: Delays 2017 Form 10-K & Expects Larger Net Loss ------------------------------------------------------------------ Westmoreland Coal Company disclosed in a Form 12b-25 filed with the Securities and Exchange Commission that it will be delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. Westmoreland Coal said that due to uncertainty associated with its ability to meet its debt obligations as they become due, the Company anticipates that the auditors' opinion to be issued in connection with the consolidated financial statements for the year ended Dec. 31, 2017 will likely include a going concern explanatory paragraph. As a result of the inclusion of a going concern explanatory paragraph, as well as the anticipated failure of certain financial covenants, the Company will not be in compliance with all of the restrictive covenants and reporting requirements contained in its Second Amended and Restated Loan and Security Agreement, or under the San Juan Term Loan due 2021, unless certain of those requirements are waived or amended. Under the WCC Revolver there is no grace period for the potential breaches of the restrictive covenants and reporting requirements. Absent a waiver or amendment of these requirements, if an event of default occurs under the WCC Revolver it would constitute an event of default under the Company's credit agreement governing its Term Loan due 2020. Further, if the required lenders accelerate any loans under the WCC Revolver or the Term Loan due 2020, such acceleration would constitute an event of default under the indenture governing its 8.75% Senior Notes due 2022. In addition, under the San Juan Term Loan due 2021, the inclusion of a going concern explanatory paragraph in the auditors' opinion in the consolidated financial statements would constitute a breach of a reporting requirement and may be deemed an event of default following a 30-day grace period. According to Westmoreland Coal, the significant additional time required to evaluate the effects of and disclose, pursuant to the requirements of Form 10-K, the concerns regarding the Company's compliance with the covenants and reporting requirements under its senior debt agreements, potential events of default or cross-defaults thereunder, including the anticipated going concern explanatory paragraph, has resulted in the Company being unable to file its 2017 Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017 within the prescribed time period without unreasonable effort or expense. As a result of these matters, the Company is not in a position at this point to provide any specific estimate of anticipated significant changes in results of operations from the fiscal year ended Dec. 31, 2016 to the fiscal year ended Dec. 31, 2017 that may be reflected in the financial statements to be included in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017. The Company anticipates that operating income and loss before income taxes for the year ended Dec. 31, 2017 will be consistent with the year ended Dec. 31, 2016. The Company expects to report a larger net loss in 2017 resulting from the non-recurrence of an income tax benefit of $48 million in 2016 which resulted from the release of its valuation allowance on its net operating loss deferred tax assets due to its acquisition of San Juan Coal Company in 2016. About Westmoreland Coal Based in Englewood, Colorado, Westmoreland Coal Company -- http://www.westmoreland.com/-- is an independent coal company in the United States. Westmoreland's coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant. Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly-traded coal master limited partnership (NYSE:WMLP). Westmoreland Coal reported a net loss of $28.87 million in 2016, a net loss of $219.1 million in 2015 and a net loss of $176.7 million in 2014. As of Sept. 30, 2017, Westmoreland Coal had $1.43 billion in total assets, $2.20 billion in total liabilities and a total deficit of $774.1 million. * * * In February 2016, Moody's Investors Service downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. The downgrade reflects Moody's expectation that the Company's leverage metrics and cash flow generation will continue to be under stress due to the headwinds facing the coal industry. In March 2018, S&P Global Ratings lowered its issuer credit rating on Westmoreland Coal Co. to 'CCC-' from 'CCC' and placed all of its ratings on the company on CreditWatch with negative implications. "The rating downgrade reflects our view that Westmoreland Coal Co. (WLB) could breach its fixed charge coverage in the next three to six months. This would cause a cross default with its term loan and senior notes that would become immediately due. Westmoreland has a $321 million term loan that matures in December 2020, and $350 million of senior secured notes that mature in January 2022," S&P said, according to a TCR report dated March 13, 2018. WHEELCHAIR SALES: May Use Sunrise Cash Collateral Until April 27 ---------------------------------------------------------------- The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Wheelchair Sales & Services, Inc. to use the cash collateral of Sunrise Medical (US) LLC from February 26 through April 27, 2018. The Debtor's Motion for the continuing use of cash collateral is continued to April 24, 2018 at 10:00 a.m. The Debtor may use cash collateral to pay its ordinary and necessary post-petition expenses related to the operation of its business at 14001 W. Illinois Highway, Illinois, as provided in the budget attached to the Debtor's Motion. The cash collateral budget provides total expenses of $81,300. Sunrise Medical is granted valid perfected and enforceable postpetition replacement liens on all proceeds of existing collateral and all new collateral, to the same extent that it had perfected liens prepetition. Sunrise Medical's post-petition lien will be superior in right to any other lien hereinafter created or arising. In addition, the Debtor will pay $2,000 Sunrise Medical on or before March 15, 2018 and the same amount on or before the 15th day of each month commencing with April 15, 2018 and continuing until further order of the Court. A full-text copy of the Order is available at: http://bankrupt.com/misc/ilnb18-05186-11.pdf About Wheelchair Sales & Service Wheelchair Sales & Service Inc. is a medical equipment supplier in New Lenox, Illinois. The Company offers medical equipment such as respirators, wheelchairs, home dialysis systems, or monitoring systems, that are prescribed by a physician for a patient's use in the home and that are usable for an extended period of time. Wheelchair Sales & Services, Inc., d/b/a WS&S Globam Medical, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-05186) on Feb. 26, 2018. In the petition signed by William M. Downs, stockholder, the Debtor disclosed $579,965 in total assets and $1.04 million in total debt. The case is assigned to Judge Donald R Cassling. The Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd. WYNDHAM HOTELS: Moody's Assigns Ba1 CFR Amid Spin-Off ----------------------------------------------------- Moody's Investors Service assigned first time ratings to Wyndham Hotels & Resorts following its announced spin-off from Wyndham Worldwide Corporation. Ratings assigned include a Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Baa3 senior secured bank facility rating and Ba2 senior unsecured rating. Moody's also assigned an SGL-1 Speculative Grade Liquidity rating. The rating outlook is stable. All ratings are subject to review of final documentation. "The Ba1 Corporate Family Rating reflects Wyndham Hotels' position as one of the largest hotel companies in the world, its stable and recurring earnings from its franchise based business model and its focus on the economy and midscale segments of the lodging industry which are generating higher revenue per available room (RevPAR) growth than other segments," stated Pete Trombetta, Moody's Lodging analyst. "The ratings also reflect the company's leverage of about 4.0x which is relatively high for a Ba1 rated company as well as its concentration in two brands which account for about 45% of its total hotel rooms," added Trombetta. The proceeds of a proposed $1.6 billion senior secured term loan and planned $500 million senior unsecured notes will be used to finance the acquisition of La Quinta's franchising and management operations (approximately $1.95 billion acquisition), put cash on Wyndham Hotels' balance sheet and pay fees and expenses. Assignments: Issuer: Wyndham Hotels & Resorts -- Probability of Default Rating, Assigned Ba1-PD -- Speculative Grade Liquidity Rating, Assigned SGL-1 -- Corporate Family Rating, Assigned Ba1 -- Senior Secured Bank Credit Facility, Assigned Baa3(LGD3) -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2(LGD5) Outlook Actions: Issuer: Wyndham Hotels & Resorts -- Outlook, Assigned Stable RATINGS RATIONALE The assignment of a Ba1 Corporate Family Rating reflects Wyndham Hotels' scale as one of the largest hotel companies in the world -- with more than 8,400 hotels and 816,000 rooms across 21 different brands (including La Quinta which is expected to close in the second quarter of 2018). The company also benefits from its franchise based business model which generates stable and recurring earnings. Approximately 80% of the company's EBITDA is generated from royalty fees (including expected fees from Wyndham Destinations). Wyndham's focus on the economy and midscale segments of the lodging industry is a positive as these segments have reported stronger RevPAR growth over the past few years than other segments. Wyndham Hotels is constrained by its out of the box leverage of 4.2x which is high for a Ba1 rated company per Moody's Business and Consumer Services methodology, and its modest brand concentration as two of the company's 21 brands -- the Super 8 and Days Inn brands -- account for about 45% of its total hotel rooms (all metrics include Moody's standard adjustments). Wyndham Hotels' Speculative Grade Liquidity rating of SGL-1 reflects very good liquidity including Moody's expectation that the company will generate sufficient cash flow to cover its debt service requirements and capital spending needs over the next 12 to 18 months. Moody's expects the company will maintain about $75 million of cash over that time period. The company is expected to put in place a $750 million 5-year senior secured revolver and Moody's expects minimal usage. The revolver is expected to have a net leverage financial maintenance covenant which Moody's expects will have good cushion. Moody's views alternate sources of liquidity as minimal for Wyndham Hotels. All assets are encumbered by the bank facility and if an asset sale takes place, under certain terms the company has 12 months to reinvest the proceeds and not pay down debt. The Baa3 rating on the senior secured bank facility, one notch above the Corporate Family Rating, reflects the support this debt receives from the proposed $500 million unsecured notes in the capital structure under Moody's Loss Given Default (LGD) Methodology. The Ba2 rating on the unsecured notes reflects its effective subordination to the senior secured bank facility. The stable rating outlook reflects Moody's view that the company will improve its leverage to below 4.0x by the end of 2019 through mandatory amortization and a free cash flow sweep and improved earnings from the addition of the La Quinta brand and some cost synergies. Ratings could be downgraded if leverage is sustained above 4.0x and EBITA/interest expense of more than 4.0x. An upgrade would require adoption of financial policies and a capital structure indicative of an investment grade company. Quantitatively, an upgrade would require debt/EBITDA of below 3.0x and EBITA/interest expense of above 6.0x. Following its spin-off from Wyndham Worldwide (Baa3 under review for downgrade), which is expected to take place in the second quarter of 2018, Wyndham Hotels and Resorts is one of the largest hotel companies in the world. The company has more than 9,300 hotels and 816,000 rooms across 21 different brands (including La Quinta which is expected to close at the time of the spin). The company generated pro forma revenue of $2.0 billion in 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WYNDHAM HOTELS: S&P Assigns BB+ Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- U.S. hotel company Wyndham Hotels & Resorts Inc., which is being spun off from parent company Wyndham Worldwide Corp., plans to issue a $750 million senior secured revolving credit facility (expected to be undrawn at close), a $1.6 billion senior secured term loan, and $500 million of senior unsecured notes. S&P Global Ratings said it assigned its 'BB+' corporate credit rating to Parsippany, N.J.-based Wyndham Hotels & Resorts Inc. The outlook is stable. S&P said, "At the same time, we assigned a 'BBB-' issue-level rating and '2' recovery rating to the company's proposed $750 million senior secured revolving credit facility due in 2023 and $1.6 billion senior secured term loan due in 2025. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of a default. "We also assigned a 'BB-' rating and '6' recovery rating to the proposed $500 million senior unsecured notes due in 2026. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a default." The company intends to use the proceeds from the term loan and notes to retire the planned bridge financing used to purchase La Quinta Holdings Inc.'s hotel franchising and management business, to pay for transaction costs, and to put cash on the balance sheet. S&P said, "The rating on Wyndham Hotels primarily reflects our expectation for opportunistic acquisitions that we believe will periodically result in more aggressive leverage than our current base-case forecast. In addition, the rating reflects Wyndham Hotels' high EBITDA margin and relatively low volatility as a hotel franchiser and manager, its size as one of the largest hotel companies in the world, good geographic diversity, a strong loyalty program, and a large portfolio of recognizable brands. The company's concentration in the economy segment, revenue concentration among its top three brands, and its dependence on the cyclical lodging industry partially offset the positive business factors. "The stable outlook reflects our expectation for continued good operating performance and that the company will realize substantial cost synergies as it integrates the La Quinta acquisition over the next two years, resulting in leverage in the mid-3x area in 2018 and the low-3x area in 2019. This base-case forecast for leverage represents a substantial cushion compared to our downgrade thresholds. "Although unlikely in the near term given our current base-case forecast, we could consider lowering the rating if we believed the company would sustain leverage above 5x or FFO to debt under 12%, likely the result of a leveraging acquisition combined with RevPAR underperformance. "We could consider raising the rating if we were confident that Wyndham Hotels would sustain adjusted debt to EBITDA below 4x and FFO to debt above 20% over the volatile lodging cycle, incorporating acquisitions and returns to shareholders. This is somewhat unlikely over the intermediate term, given our expectation for the company to make acquisitions periodically that could increase leverage above 4x." YANKEE CLIPPER: Seeks Interim Use of IRS Cash Collateral -------------------------------------------------------- Yankee Clipper Distribution of California, Inc., asks the U.S. Bankruptcy Court for the Central District of California for authority to approve interim use of the cash collateral of the Internal Revenue Service as set forth in the budget. In order to effectively reorganize, the Debtor must be able to use the cash collateral of the IRS in order to pay reasonable expenses it incurs during the ordinary course of its business. According to the Debtor, the use of cash collateral will allow the Debtor to continue doing business and preserve its assets for the benefit of the estate and the creditors. Moreover, the continued use of cash collateral will ensure no interruption of Debtor's business and will further allow the Debtor to emerge as a reorganized Debtor. The Debtor currently has $611.72 in its bank account and also has accounts receivables of approximately $5,000 to $7,000, which it anticipates to collect within the next few weeks. The Debtor also has approximately $2,000 in personal property assets. The Debtor proposes that it use the cash collateral in the bank as well as accounts receivables collected in order to pay the allowed expenses pursuant to the Debtor's budget. The Debtor proposes to give to the IRS a post-petition replacement lien on all of its post-petition assets up to the value of the cash collateral actually used post-petition. The Debtor is also proposing a monthly adequate protection payment to the IRS in the amount of $3,000 which payment will be due by the 1st of every month effective April 1, 2018. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/cacb18-11664-10.pdf About Yankee Clipper Distribution of California Yankee Clipper Distribution of California, Inc. -- http://www.ycdistribution.com/-- is a privately held company in Eastvale, California that provides third party logistics services to the New York City and Los Angeles areas. With three warehouse operations, Yankee Clipper offers warehousing, inventory control and distribution solutions to various industries. Yankee Clipper Distribution filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11664) on March 1, 2018. In the petition signed by CEO Pavan Makker, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Meredith A. Jury is the case judge. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's counsel. YONG XIN INVESTMENT: Hires Steve Luan as Special Counsel -------------------------------------------------------- Yong Xin Investment Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Steve Luan, as special counsel to the Debtor. Yong Xin Investment requires Steve Luan to represent the Debtor in the state court lawsuit entitled Yon Xin Investment Group, LLC vs. Ta Siu, Qin Chen, Anthony Pei and Frank Hill, Case No. BC678831, Los Angeles Superior Court. Steve Luan will be paid at the hourly rate of $250. Pre-petition the Firm received from the Debtor a retainer of $5,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Steve Luan, partner of the Law Offices of Steve Luan, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Steve Luan can be reached at: Steve Luan, Esq. LAW OFFICES OF STEVE LUAN 2451 Huntington Drive San Marino, CA 91108 Tel: (626) 396-0188 About Yong Xin Investment Group Yong Xin Investment Group, LLC, is a California Domestic Limited Liability Company founded in 2013 engaged in the real estate business. The company owns 40 acres of land in Hacienda Heights, California, valued by the company at $6.50 million. Qing Zhang holds 90% LLC membership interest in Yong Xin Investment. The remaining 10% is held by Howard Shih. Yong Xin Investment filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-24288) on Nov. 20, 2017. In the petition signed by Howard Shih, its manager, the Debtor disclosed $6.52 million in assets and $8.02 million in liabilities. Judge Robert N. Kwan presides over the case. James S. Yan, Esq., at the Law Offices of James S. Yan, is the Debtor's counsel. The Law Offices of Steve Luan is the special counsel. [*] Brian Lohan Joins Arnold Porter's Bankruptcy Practice --------------------------------------------------------- Arnold & Porter on March 21, 2018, disclosed that Brian J. Lohan has joined the firm as a partner in the Bankruptcy and Restructuring practice. He will practice out of the firm's Chicago and New York offices. Mr. Lohan focuses his nationally-based practice on corporate reorganizations, bankruptcy, and insolvency. He has significant experience handling a wide range of bankruptcy cases including representation of Chapter 11 debtors, noteholders, bondholders, senior lenders, and other creditor constituencies. His work has included a number of high-profile restructurings across a variety of industries including telecommunications, technology, and transportation. Michael L. Bernstein, head of the firm's Bankruptcy and Restructuring practice, commented: "We are excited to welcome Brian to our Bankruptcy team. He is a skilled and entrepreneurial lawyer with considerable experience handling all facets of bankruptcy and restructuring. His arrival further strengthens our capabilities for clients, particularly those facing challenging restructuring concerns." In 2017, Mr. Lohan was selected to the American Bankruptcy Institute's inaugural "40 under 40" list which recognizes bankruptcy, insolvency, and restructuring professionals from around the world. Most recently he was awarded with the International Law Office 2018 Client Choice Award for "excellent client care." Mr. Lohan earned his JD from Northwestern School of Law and received his BS from DePaul University. About Arnold & Porter With nearly 1,000 lawyers practicing in 13 offices around the globe, Arnold & Porter -- http://www.arnoldporter.com-- serves clients across 40 distinct practice areas. The firm offers 100 years of renowned regulatory expertise, sophisticated litigation and transactional practices, and leading multidisciplinary offerings in the life sciences and financial services industries. [*] Margie Kaufman Named America College of Bankruptcy Fellow ------------------------------------------------------------- Getzler Henrich's managing director Margie Kaufman has been appointed as a fellow of the American College of Bankruptcy. Margie Kaufman was inducted as a fellow of the American College of Bankruptcy on March 17, 2018, in a ceremony at the National Portrait Gallery in Washington, DC. The new Fellows were honored and recognized for their professional excellence and their exceptional contributions to the bankruptcy and insolvency practice. Ms. Kaufman is the managing director of the northeast region, based in the firm's Boston office. She has provided turnaround and interim management services for companies around the country for over twenty-five years, and frequently serves in chief restructuring officer and chief financial officer positions. Her expertise in forensic accounting is a valuable asset in many engagements. Ms. Kaufman received a bachelor's degree in accounting from the University of Bridgeport. She is a board member and the treasurer of Jewish Big Brother-Big Sister of Boston. In addition to this latest accomplishment, Ms. Kaufman has been the president and director of the northeast chapter of the Turnaround Management Association and now is a member of TMA International as well as the past president's council for the chapter. She is also director and programming chair of the International Women's Insolvency and Restructuring Confederation and a member of the American Bankruptcy Institute. A frequent speaker, she has been published in the American Bankruptcy Institute Journal. The American College of Bankruptcy is an honorary association of bankruptcy and insolvency professionals and plays an important role in sustaining professional excellence in the field. Candidates are selected by the College's Board of Regents from among recommendations of Circuit Admissions Councils in each federal judicial circuit and specially appointed Committees for Judicial and International Fellows. Criteria for selection as a Fellow of the College include: the highest standard of professionalism, ethics, character, integrity, professional expertise and leadership contributing to the enhancement of bankruptcy and insolvency law and practice; sustained evidence of scholarship, teaching, lecturing or writing on bankruptcy or insolvency; and commitment to elevate knowledge and understanding of the profession and public respect for the practice. Founded in 1968, Getzler Henrich & Associates LLC -- https://getzlerhenrich.com -- is one of the nation's oldest and most respected names in middle market corporate turnaround and restructuring. The firm has been cited more than a dozen times as one of the country's top ten firms by the industry commentator, Beard publication Turnaround and Workouts. Having successfully restructured over a thousand companies in dozens of industries throughout the world, the firm has expanded into complementary services that enhance the processes needed to achieve the aggressive growth targets of healthy businesses. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Jack Richard Finnegan Bankr. C.D. Cal. Case No. 18-10762 Chapter 11 Petition filed March 6, 2018 Filed Pro Se In re Dana Hollister Bankr. C.D. Cal. Case No. 18-12429 Chapter 11 Petition filed March 6, 2018 represented by: David A. Tilem, Esq. LAW OFFICES OF DAVID A TILEM E-mail: davidtilem@tilemlaw.com In re Abelino Mariscal Gonzalez Bankr. C.D. Cal. Case No. 18-12453 Chapter 11 Petition filed March 6, 2018 represented by: Onyinye N Anyama, Esq. ANYAMA LAW FIRM E-mail: onyi@anyamalaw.com In re Articulate Auto, LLC Bankr. D. Conn. Case No. 18-50274 Chapter 11 Petition filed March 6, 2018 See http://bankrupt.com/misc/ctb18-50274.pdf Filed Pro Se In re Joshua William Waddell Bankr. N.D. Ga. Case No. 18-53908 Chapter 11 Petition filed March 6, 2018 represented by: Howard P. Slomka, Esq. SLIPAKOFF & SLOMKA, PC E-mail: se@myatllaw.com In re Hamkor Enterprises, LLC Bankr. N.D. Ga. Case No. 18-53937 Chapter 11 Petition filed March 6, 2018 See http://bankrupt.com/misc/ganb18-53937.pdf represented by: Todd E. Hennings, Esq. MACEY, WILENSKY & HENNINGS, LLP E-mail: THennings@MaceyWilensky.com In re John Howard Summers Bankr. W.D. Ky. Case No. 18-10195 Chapter 11 Petition filed March 6, 2018 represented by: Sandra D. Freeburger, Esq. E-mail: sfreeburger@dsf-atty.com In re Pennington 189 Management LLC Bankr. D.N.J. Case No. 18-14355 Chapter 11 Petition filed March 6, 2018 See http://bankrupt.com/misc/njb18-14355.pdf represented by: Robert C. Leite, Esq. ROACH & LEITE, LLC E-mail: rleite@rlmfirm.com In re Anna Lioznov Bankr. E.D.N.Y. Case No. 18-41221 Chapter 11 Petition filed March 6, 2018 represented by: Alla Kachan, Esq. E-mail: alla@kachanlaw.com In re East Nameoke LLC Bankr. E.D.N.Y. Case No. 18-41223 Chapter 11 Petition filed March 6, 2018 See http://bankrupt.com/misc/nyeb18-41223.pdf Filed Pro Se In re Rare Rose Enterprises, LLC Bankr. E.D. Pa. Case No. 18-11509 Chapter 11 Petition filed March 6, 2018 See http://bankrupt.com/misc/paeb18-11509.pdf represented by: Demetrius J. Parrish, Esq. THE LAW OFFICES OF DEMETRIUS J. PARRISH E-mail: djpbkpa@gmail.com In re Carlos Enrique Roldan Delgado Bankr. D.P.R. Case No. 18-01208 Chapter 11 Petition filed March 6, 2018 represented by: Alexis A. Betancourt Vincenty, Esq. LUGO MENDER GROUP LLC E-mail: a_betancourt@lugomender.com In re Benny Kennedy and Sharon Kennedy Bankr. N.D. Tex. Case No. 18-30751 Chapter 11 Petition filed March 6, 2018 represented by: Kevin S. Wiley, Jr., Esq. THE WILEY LAW GROUP, PLLC E-mail: kevinwiley@lkswjr.com In re Zeni Capital Investments, LLC Bankr. W.D. Tex. Case No. 18-10266 Chapter 11 Petition filed March 6, 2018 See http://bankrupt.com/misc/txwb18-10266.pdf Filed Pro Se In re Mark Benavides Bankr. W.D. Tex. Case No. 18-50518 Chapter 11 Petition filed March 6, 2018 Filed Pro Se In re Lloyd Gerard Allen Bankr. D.D.C. Case No. 18-00144 Chapter 11 Petition filed March 7, 2018 Filed Pro Se In re Khalil E. Abdo Bankr. M.D. Fla. Case No. 18-01699 Chapter 11 Petition filed March 7, 2018 represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com In re Amy Electric, Inc. Bankr. S.D. Ohio Case No. 18-51225 Chapter 11 Petition filed March 7, 2018 See http://bankrupt.com/misc/ohsb18-51225.pdf represented by: Matthew J. Thompson, Esq. NOBILE & THOMPSON CO., L.P.A. E-mail: lahennessy@ntlegal.com In re Texas Medical Plus PA Bankr. E.D. Tex. Case No. 18-10095 Chapter 11 Petition filed March 7, 2018 See http://bankrupt.com/misc/txeb18-10095.pdf represented by: Tagnia Fontana Clark, Esq. MAIDA LAW FIRM E-mail: maidalawfirm@gt.rr.com In re Furqan Mohammad Bankr. E.D. Va. Case No. 18-10785 Chapter 11 Petition filed March 7, 2018 Filed Pro Se In re Alan D. Wahlstrom Bankr. E.D. Va. Case No. 18-10788 Chapter 11 Petition filed March 7, 2018 represented by: Nathan A. Fisher, Esq. FISHER-SANDLER, LLC E-mail: Fbarsad@cs.com In re Orlando Fernez Jones Bankr. E.D.N.C. Case No. 18-01153 Chapter 11 Petition filed March 8, 2018 represented by: Richard Preston Cook, Esq. RICHARD P. COOK, PLLC E-mail: capefeardebtrelief@gmail.com In re Piedmont Sales Service & Transport, LLC Bankr. W.D.N.C, Case No. 18-50160 Chapter 11 Petition filed March 8, 2018 See http://bankrupt.com/misc/ncwb18-50160.pdf represented by: Robert P. Laney, Esq. McELWEE FIRM, PLLC E-mail: blaney@mcelweefirm.com In re IX Design Builders, LLC Bankr. D. Neb. Case No. 18-40373 Chapter 11 Petition filed March 8, 2018 See http://bankrupt.com/misc/nev18-40373.pdf represented by: John C. Hahn, Esq. WOLFE, SNOWDEN, HURD, LUERS & AHL, LLP E-mail: bankruptcy@wolfesnowden.com In re Vices Wine & More LLC Bankr. D. Nev. Case No. 18-11237 Chapter 11 Petition filed March 8, 2018 See http://bankrupt.com/misc/nvb18-11237.pdf Filed Pro Se In re Rock Bridge Devp. Inc. Bankr. E.D.N.Y. Case No. 18-71539 Chapter 11 Petition filed March 8, 2018 See http://bankrupt.com/misc/nyeb18-71539.pdf represented by: Andrew G. Neal, Esq. E-mail: andrewnealesq@aol.com In re ALB Care, Inc. Bankr. E.D. Pa. Case No. 18-11583 Chapter 11 Petition filed March 8, 2018 See http://bankrupt.com/misc/paeb18-11583.pdf represented by: Douglas R. Lally, Esq. E-mail: drlally@hotmail.com In re Sabrina Woodard Bankr. E.D. Va. Case No. 18-10810 Chapter 11 Petition filed March 8, 2018 Filed Pro Se In re The Sacred Table, Inc. Bankr. N.D. Cal. Case No. 18-50518 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/canb18-50518.pdf represented by: Jason Vogelpohl, Esq. CENTRAL COAST BANKRUPTCY E-mail: jason@centralcoastbankruptcy.com In re Star Performance Realty, Inc. Bankr. M.D. Fla. Case No. 18-01791 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/flmb18-01791.pdf represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com In re Joshua Maurice Whitney and Marnie Lynn Whitney Bankr. M.D. Fla. Case No. 18-01802 Chapter 11 Petition filed March 9, 2018 represented by: Steven M. Fishman, Esq. STEVEN M FISHMAN, PA E-mail: steve.fishman@verizon.net In re Walton Business Center Land Trust dated November 14, 2013 Bankr. N.D. Fla. Case No. 18-30214 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/flnb18-30214.pdf represented by: Shiraz Ali Hosein, Esq. ANCHORS SMITH GRIMSLEY E-mail: sahosein@asglegal.com In re Step Well Podiatry LLC Bankr. D. Md. Case No. 18-13077 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/mdb18-13077.pdf represented by: Joseph Michael Selba, Esq. TYDINGS & ROSENBERG LLP E-mail: JSelba@tydingslaw.com In re Pyrgos Taxi, Inc Bankr. E.D.N.Y. Case No. 18-41306 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/nyeb18-41306.pdf represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Lemma Electric Corp. Bankr. E.D.N.Y. Case No. 18-71574 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/nyeb18-71574.pdf represented by: Heath S. Berger, Esq. BERGER, FISCHOFF & SHUMER, LLP E-mail: hberger@bfslawfirm.com In re Xoticas-Laredo L.P. Bankr. S.D. Tex. Case No. 18-50035 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/txsb18-50035.pdf represented by: Carl Michael Barto, Esq. LAW OFFICE OF CARL M. BARTO E-mail: cmblaw@netscorp.net In re Xotica-Rio Grande Valley, L.P. Bankr. S.D. Tex. Case No. 18-50036 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/txsb18-50036.pdf represented by: Carl Michael Barto, Esq. LAW OFFICE OF CARL M. BARTO E-mail: cmblaw@netscorp.net In re The Sacred Table, Inc. Bankr. N.D. Cal. Case No. 18-50518 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/canb18-50518.pdf represented by: Jason Vogelpohl, Esq. CENTRAL COAST BANKRUPTCY E-mail: jason@centralcoastbankruptcy.com In re Star Performance Realty, Inc. Bankr. M.D. Fla. Case No. 18-01791 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/flmb18-01791.pdf represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com In re Joshua Maurice Whitney and Marnie Lynn Whitney Bankr. M.D. Fla. Case No. 18-01802 Chapter 11 Petition filed March 9, 2018 represented by: Steven M. Fishman, Esq. STEVEN M FISHMAN, PA E-mail: steve.fishman@verizon.net In re Walton Business Center Land Trust dated November 14, 2013 Bankr. N.D. Fla. Case No. 18-30214 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/flnb18-30214.pdf represented by: Shiraz Ali Hosein, Esq. ANCHORS SMITH GRIMSLEY E-mail: sahosein@asglegal.com In re Step Well Podiatry LLC Bankr. D. Md. Case No. 18-13077 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/mdb18-13077.pdf represented by: Joseph Michael Selba, Esq. TYDINGS & ROSENBERG LLP E-mail: JSelba@tydingslaw.com In re Pyrgos Taxi, Inc Bankr. E.D.N.Y. Case No. 18-41306 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/nyeb18-41306.pdf represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Lemma Electric Corp. Bankr. E.D.N.Y. Case No. 18-71574 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/nyeb18-71574.pdf represented by: Heath S. Berger, Esq. BERGER, FISCHOFF & SHUMER, LLP E-mail: hberger@bfslawfirm.com In re Xoticas-Laredo L.P. Bankr. S.D. Tex. Case No. 18-50035 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/txsb18-50035.pdf represented by: Carl Michael Barto, Esq. LAW OFFICE OF CARL M. BARTO E-mail: cmblaw@netscorp.net In re Xotica-Rio Grande Valley, L.P. Bankr. S.D. Tex. Case No. 18-50036 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/txsb18-50036.pdf represented by: Carl Michael Barto, Esq. LAW OFFICE OF CARL M. BARTO E-mail: cmblaw@netscorp.net In re Business Solutions Transport, Inc. Bankr. C.D. Cal. Case No. 18-12637 Chapter 11 Petition filed March 9, 2018 See http://bankrupt.com/misc/cacb18-12637.pdf represented by: Edward D. Baker, Esq. BLEAU FOX A PLC E-mail: ebaker@bleaufox.com In re Anthony D. Brooks and Amy J. Brooks Bankr. C.D. Ill. Case No. 18-80311 Chapter 11 Petition filed March 9, 2018 represented by: Gordon Gouveia, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC E-mail: ggouveia@shawfishman.com In re Vernon J. Vernon Bankr. E.D.N.C. Case No. 18-001187 Chapter 11 Petition filed March 9, 2018 represented by: Jonathan E. Friesen, Esq. GILLESPIE & MURPHY, PA E-mail: jef@gillespieandmurphy.com In re Yehiel Ben-Harush and Alena Ben-Harush Bankr. D.N.J. Case No. 18-14623 Chapter 11 Petition filed March 9, 2018 represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER E-mail: timothy.neumann25@gmail.com In re Amarjeet S. Cheema Bankr. D.S.C. Case No. 18-01191 Chapter 11 Petition filed March 9, 2018 represented by: Jane H. Downey, Esq. MOORE TAYLOR LAW FIRM, P.A. E-mail: jane@mttlaw.com In re Rita's Properties, LLC Bankr. D. Utah Case No. 18-21549 Chapter 11 Petition filed March 10, 2018 See http://bankrupt.com/misc/utb18-21549.pdf represented by: E. Kent Winward, Esq. THE BANKRUPTCY FIRM E-mail: utahbankruptcyfirm@gmail.com In re Mohammed Tahir Rajpoot Bankr. S.D. Tex. Case No. 18-31217 Chapter 11 Petition filed March 11, 2018 represented by: Richard L Fuqua, II, Esq. FUQUA & ASSOCIATES, PC E-mail: fuqua@fuqualegal.com In re Atlas Equity Investments, LLC Bankr. D. Ariz. Case No. 18-02327 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/azb18-02327.pdf represented by: ERIC OLLASON, Esq. E-mail: eollason@182court.com In re Brian K. Higgins Bankr. N.D. Cal. Case No. 18-50528 Chapter 11 Petition filed March 12, 2018 represented by: Charles B. Greene, Esq. LAW OFFICES OF CHARLES B. GREENE E-mail: cbgattyecf@aol.com In re Mark Smith Bankr. N.D. Cal. Case No. 18-50530 Chapter 11 Petition filed March 12, 2018 represented by: Nancy Weng, Esq. TSAO-WU AND YEE, LLP E-mail: nweng@tsaoyee.com In re Juraji Pekarik and Dawn Parks Pekarik Bankr. E.D. La. Case No. 18-10569 Chapter 11 Petition filed March 12, 2018 represented by: Robin R. DeLeo, Esq. THE DE LEO LAW FIRM, LLC E-mail: deleolawfirm@northshoreattorney.com In re Bayou Haven Bed & Breakfast, LLC Bankr. E.D. La. Case No. 18-10570 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/laeb18-10570.pdf represented by: Robin R. DeLeo, Esq. THE DE LEO LAW FIRM, LLC E-mail: deleolawfirm@northshoreattorney.com In re Brian Duehn Bankr. D. Minn. Case No. 18-40705 Chapter 11 Petition filed March 12, 2018 represented by: David C. McLaughlin, Esq. FLUEGEL ANDERSON MCLAUGHLIN & BRUTLAG E-mail: dmclaughlin@fluegellaw.com In re Mark Aaron Cook Bankr. W.D. Mo. Case No. 18-60273 Chapter 11 Petition filed March 12, 2018 represented by: Diana P. Brazeale, Esq. BRAZEALE LAW FIRM, LLC E-mail: diana@brazealelaw.com In re Kids Foundation Day Care LLC Bankr. D.N.J. Case No. 18-14768 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/njb18-14768.pdf represented by: Melinda D. Middlebrooks, Esq. MIDDLEBROOKS SHAPIRO, P.C. E-mail: middlebrooks@middlebrooksshapiro.com In re Mikes Pizza & Sub Shop, LLC Bankr. D.N.J. Case No. 18-14773 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/njb18-14773.pdf represented by: Scott H. Marcus, Esq. SCOTT H. MARCUS & ASSOCIATES E-mail: smarcus@marcuslaw.net In re Tripolis Taxi Corp. Bankr. E.D.N.Y. Case No. 18-41344 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/nyeb18-41344.pdf represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Dash4 Management, LLC Bankr. E.D.N.Y. Case No. 18-41349 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/nyeb18-41349.pdf Filed Pro Se In re Benjys Kosher Pizza & Dairy Restaurant Inc. d/b/a BENJYS Bankr. E.D.N.Y. Case No. 18-41353 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/nyeb18-41353.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com In re Gabriel Ruperto Enterprises Inc. Bankr. D.P.R. Case No. 18-01315 Chapter 11 Petition filed March 12, 2018 See http://bankrupt.com/misc/prb18-01315.pdf represented by: Carlos M. Calderon Garnier, Esq. E-mail: info@cmcglaw.com In re Tara Capital LLC Bankr. W.D. Ark. Case No. 18-70646 Chapter 11 Petition filed March 13, 2018 See http://bankrupt.com/misc/arwb18-70646.pdf Filed Pro Se In re Eduardo Ablan Jacinto Bankr. C.D. Cal. Case No. 18-10642 Chapter 11 Petition filed March 13, 2018 represented by: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM E-mail: onyi@anyamalaw.com In re Peta Elizabeth Gorshel Bankr. C.D. Cal. Case No. 18-12716 Chapter 11 Petition filed March 13, 2018 represented by: William Samoska, Esq. In re Norman E. Shaw Bankr. S.D. Cal. Case No. 18-01433 Chapter 11 Petition filed March 13, 2018 Filed Pro Se In re Scott C. Gray Bankr. D. Nev. Case No. 18-50249 Chapter 11 Petition filed March 13, 2018 represented by: William D. Cope, Esq. E-mail: william@copebklaw.com In re Barraja, Inc. Bankr. S.D.N.Y. Case No. 18-10692 Chapter 11 Petition filed March 13, 2018 See http://bankrupt.com/misc/nysb18-10692.pdf represented by: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE E-mail: amg@robinsonbrog.com In re CJA Energy Consulting, LLC Bankr. W.D. Pa. Case No. 18-70168 Chapter 11 Petition filed March 13, 2018 See http://bankrupt.com/misc/pawb18-70168.pdf represented by: Christopher M. Frye, Esq. STEIDL & STEINBERG E-mail: chris.frye@steidl-steinberg.com In re AF & P Inc. Bankr. S.D. Tex. Case No. 18-31243 Chapter 11 Petition filed March 13, 2018 See http://bankrupt.com/misc/txsb18-31243.pdf represented by: Brendon D. Singh, Esq. CORRAL TRAN SINGH, LLP E-mail: Brendon.singh@ctsattorneys.com In re The Missing Lynx Express, Inc. Bankr. S.D. Tex. Case No. 18-31255 Chapter 11 Petition filed March 13, 2018 See http://bankrupt.com/misc/txsb18-31255.pdf represented by: J Thomas Black, Esq. J. THOMAS BLACK, P.C. E-mail: tom@jthomasblack.com In re Laurie L. Morrison Bankr. N.D. Ala. Case No. 18-01091 Chapter 11 Petition filed March 14, 2018 represented by: C Taylor Crockett, Esq. E-mail: taylor@taylorcrockett.com In re Shanica Renee Billings Bankr. E.D. Cal. Case No. 18-10908 Chapter 11 Petition filed March 14, 2018 Filed Pro Se In re Capitol City Brewing Company, L.C. Bankr. D.D.C. Case No. 18-00161 Chapter 11 Petition filed March 14, 2018 See http://bankrupt.com/misc/dcb18-00161.pdf represented by: John P. Van Beek, Esq. GOLDMAN & VAN BEEK, P.C. E-mail: jvanbeek@goldmanvanbeek.com In re KSA Investments, LLC Bankr. D. Md. Case No. 18-13303 Chapter 11 Petition filed March 14, 2018 See http://bankrupt.com/misc/mdb18-13303.pdf represented by: E. Christopher Amos, Esq. LAW OFFICES OF E. CHRISTOPHER AMOS E-mail: echrisamos@gmail.com In re Sue B. Jones Bankr. D.N.J. Case No. 18-14940 Chapter 11 Petition filed March 14, 2018 Filed Pro Se In re Andres Lopez Bankr. E.D.N.Y. Case No. 18-41408 Chapter 11 Petition filed March 14, 2018 represented by: Edward J. Waters, Esq. E. WATERS & ASSOCIATES, PC E-mail: info@ewaterslaw.com In re Linda C. Parker Bankr. W.D. Pa. Case No. 18-20971 Chapter 11 Petition filed March 14, 2018 represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK E-mail: dcalaiaro@c-vlaw.com In re Hankam Holdings, PLLC Bankr. E.D. Tex. Case No. 18-40546 Chapter 11 Petition filed March 14, 2018 See http://bankrupt.com/misc/txeb18-40546.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. 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