/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180413.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 13, 2018, Vol. 22, No. 102 Headlines 9971 KAPALUA: Taps Scott Shumaker as Legal Counsel AEON GLOBAL: CEO Roshan Has 18.7% Stake as of March 27 AIRX HOLDINGS: Moody's Assigns B3 CFR After LBO; Outlook Stable ALPINE 4 TECHNOLOGIES: Buys 100% of American Precision for $4.5M ARBORSCAPE INC: Taps Kutner Brinen as Legal Counsel BAVARIA YACHTS: Taps BKAssets.com as Auctioneer BIOSTAGE INC: KPMG Resigns as Auditor BLINK CHARGING: Issues 9.14M Restricted Shares to 54 Entities BLUE COLLAR: Case Summary & 20 Largest Unsecured Creditors BON-TON STORES: Taps Hilco IP Services as IP Consultant BRIGHT MOUNTAIN: Andrew Handwerker Has 19.3% Stake as of March 16 CAFFE ETTORE: Case Summary & 20 Largest Unsecured Creditors CANNABIS SCIENCE: Will File Form 10-K Within Extension Period CELADON GROUP: Formet CFO Will Get a $110,000 Severance Pay CELADON GROUP: Stock Will be Delisted from NYSE CENVEO INC: Examiner Taps Quinn Emanuel as Legal Counsel CHECKOUT HOLDING: Moody's Cuts CFR to Caa1; Keeps Outlook Negative CHILDRENS NETWORK: U.S. Trustee Unable to Appoint Committee CLAIRE'S STORES: Taps FTI Consulting as Financial Advisor CLAIRE'S STORES: Taps Lazard Freres as Investment Banker CLAIRE'S STORES: Taps Richards Layton as Co-Counsel CLAIRE'S STORES: Taps Weil Gotshal as Legal Counsel CLARK'S FISH: Case Summary & 20 Largest Unsecured Creditors CLINTON NURSERIES: Taps PKF O'Connor as Accountant CORE SUPPLEMENT: Fox Rothschild Agrees to Reduce Hourly Fees CYTORI THERAPEUTICS: Amends Prospectus on $100M Securities Sale DELCATH SYSTEMS: Marcum LLP Replaces Grant Thornton as Auditors DELCATH SYSTEMS: Proposes to Offer 500 Million Units DELCATH SYSTEMS: Shareholders Approve Reverse Common Stock Split DJO FINANCE: Moody's Alter Outlook to Pos. & Affirms Caa1 CFR DOLPHIN ENTERTAINMENT: Swings to $6.9 Million Net Income in 2017 EAGLE INTERMEDIATE: Moody's Assigns B1 CFR; Outlook Stable EIHAB H TAWFIK: Voluntary Chapter 11 Case Summary ENSEQUENCE INC: Cancels Auction, to Proceed with Sale to Lender ENSONO LP: Moody's Assigns First Time B3 CFR; Outlook Stable ERICSON & ASSOCIATES: Case Summary & 2 Unsecured Creditors EV ENERGY: Receives Delisting Notice from Nasdaq FARWEST PUMP: Seeks to Hire Tingle Auctioneering FERRO CORP: Moody's Rates New Term Loans & Upsized Revolver Ba3 FRANKLIN ACQUISITIONS: Creditors Seek Appointment of Ch. 11 Trustee GASTAR EXPLORATION: Declares $10.9M Special Cash Dividends GLYECO INC: Incurs $1.1 Million Net Loss in Fourth Quarter GLYECO INC: Wynnefield Entities Have 32.2% Stake as of April 6 GYP HOLDINGS: Moody's Affirms B1 CFR; Outlook Stable HCA HEALTHCARE: Moody's Hikes CFR to Ba1; Outlook Stable HIGHLINE AFTERMARKET: Moody's Assigns B2 CFR; Outlook Stable HJH CONSULTING: Facing FBI Probe Over Accounting Records HOVNANIAN ENTERPRISES: Commences Exchange Offer for $840M Notes HOVNANIAN ENTERPRISES: Fitch Cuts IDR to C on Debt Exchange Offer ICAGEN INC: Sells 20 Units for $2 Million KADMON HOLDINGS: OKs Grants of 1.6M Stock Options to 3 Executives LEO MOTORS: Leo Members Sells 1% Stake in 3 Subsidiaries LEUCADIA NATIONAL: Fitch Affirms 'BB+' Preferred Stock Rating LEUCADIA NATIONAL: Moody's Affirms Ba1 Sr. Unsecured Bond Rating LIBERTY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors MARRONE BIO: Registers 119M Common Shares for Possible Resale MIAMI INTERNATIONAL: Committee Taps Agentis PLLC as Co-Counsel MIAMI INTERNATIONAL: Committee Taps Porzio Bromberg as Co-Counsel MONEYONMOBILE INC: Will Amend its Certificates of Designation MOUNTAIN CRANE: Taps Anderson and Sterling as Valuation Consultant NAI ENTERTAINMENT: Moody's Affirms B1 CFR, Rates $300MM Loan B 'B1' NINE WEST: Meeting to Form Creditors' Panel Set for April 19 NINE WEST: Moody's Lowers PDR to D-PD on Bankr. Filing NINE WEST: S&P Cuts Corp. Credit Rating to 'D' on Bankr. Filing NORTHERN OIL: TRT Holdings Reports 10.9% Stake as of April 5 PETROLIA ENERGY: Director Lee Lytton Passes Away POTLATCHDELTIC CORP: Moody's Hikes Sr. Unsecured Rating From Ba1 RENNOVA HEALTH: Amends Racine Accounts Receivable Purchase Pact REX ENERGY: Common Stock Will be Delisted from Nasdaq RPA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors SAINT & LIBERTINE: Case Summary & 20 Largest Unsecured Creditors SILVERSEA CRUISE: Moody's Rates New $60MM Sec. Notes Add-on B2 SPECTRUM HOLDINGS: Moody's Affirms B3 CFR; Keeps Outlook Stable STEAK N SHAKE: Moody's Lowers CFR to Caa1; Keeps Outlook Stable STS OPERATING: Moody's Rates New Secured Loan Due 2026 'Caa1' SUNSHINE SEATTLE: Taps IBA as Business Evaluator TAKATA CORP: $1.6 Billion Sale to Key Safety Systems Completed TENNECO INC: Moody's Puts Ba1 CFR Under Review for Downgrade THINK FINANCE: Seeks to Expand Scope of Goodwin Procter Services TOPBUILD CORP: Moody's Assigns Ba3 CFR; Outlook Stable US STEEL: Fitch Raises IDR to BB- & Alters Outlook to Positive VINE OIL: Moody's Hikes CFR & Term Loan B Rating to 'B3' WEINSTEIN COMPANY: Seeks to Hire FTI, Appoint CRO WEINSTEIN COMPANY: Taps Cravath Swaine as Legal Counsel WEINSTEIN COMPANY: Taps Moelis & Company as Investment Banker WEINSTEIN COMPANY: Taps Richards Layton as Co-Counsel WESTMORELAND COAL: Tontine Entities Lower Stake to 4.3% XTRALIGHT MANUFACTURING: Case Summary & 20 Top Unsecured Creditors [^] BOOK REVIEW: Hospitals, Health and People ********* 9971 KAPALUA: Taps Scott Shumaker as Legal Counsel -------------------------------------------------- 9971 Kapalua LLC received approval from the U.S. Bankruptcy Court for the Eastern District of California to hire The Law Office of Scott Shumaker as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm charges an hourly fee of $350 for its attorneys and $150 for paralegal services. Shumaker does not represent any interests adverse to the Debtor's estate, according to court filings. The firm can be reached through: Scott Shumaker, Esq. The Law Office of Scott Shumaker 1007 7th Street, Suite 306 Sacramento, CA 95814 Phone: (916) 441-2199 Fax: (916) 441-3299 Email: shumakerlaw@gmail.com About 9971 Kapalua LLC 9971 Kapalua LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-21128) on Feb. 28, 2018. In the petition signed by Bryan Wilson, member, the Debtor estimated assets and liabilities of less than $1 million. Judge Christopher M. Klein presides over the case. AEON GLOBAL: CEO Roshan Has 18.7% Stake as of March 27 ------------------------------------------------------ Hanif A. Roshan, chief executive officer of Aeon Global Health Corp, disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of March 27, 2018, he beneficially owns 1,477,562 shares of common stock of the Company, constituting 18.7 percent of the shares outstanding. The percentage ownership is based on 7,882,593 shares of Common Stock of Aeon Global Health Corp., based on 7,249,370 shares of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q filed by Aeon Global Health Corp. on Jan. 26, 2018, plus the number of shares of common stock underlying the convertible notes held by Reporting Person. A full-text copy of the regulatory filing is available at: https://is.gd/qhcmcq About Aeon Global Health Corp. Aeon Global Health Corp., formerly known as AuthentiDate Holding Corp, is a provider of clinically actionable medical informatics. Founded in 2011, Aeon is focused on the delivery of services that exceed federal standards for quality and industry standards for turn-around time. Operating out of a 30,000 square foot facility built to FDA standards in suburban Atlanta, the Company provides a comprehensive menu of diagnostic and laboratory-developed tests as well as interpretative data for a wide range of inherited conditions. Authentidate Holding reported a net loss of $32.07 million for the year ended June 30, 2017, compared to net income of $5.26 million for the year ended June 30, 2016. As of Dec. 31, 2017, Authentidate had $12.41 million in total assets, $8.42 million in total liabilities and $3.98 million in total shareholders' equity. The Company's independent accounting firm IsnerAmper LLP in Iselin, New Jersey, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a working capital deficit and its capital requirements have been and will continue to be significant, which raise substantial doubt about its ability to continue as a going concern. AIRX HOLDINGS: Moody's Assigns B3 CFR After LBO; Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned new ratings for AirX Holdings, Inc., including a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating. Concurrently, Moody's assigned a B3 rating to the company's proposed $360 million senior secured first-lien term loan and a Caa2 rating to its proposed $120 million senior secured second-lien term loan. The sizeable portion of first-lien term debt and presence of a $60 million first-priority lien ABL (unrated) result in the term debt being rated at the same level as the CFR; however, Moody's noted that even a modest shift in the eventual capital structure could result in a ratings change for this debt. The rating outlook is stable. Net proceeds from the credit facilities and approximately $182 million of equity will be used to fund the leveraged buyout (LBO) of the company by private equity firm L Catterton, and to repay existing debt and cover associated fees and expenses. Following consummation of the buyout, the new debt issued by AirX Holdings, Inc. will be assumed by AXL Holdings, Inc., the indirect parent of Airxcel, Inc., and all former ratings for Airxcel, Inc. will be withdrawn concurrent with the associated repayment of its debt obligations. The transaction is expected to close in April 2018. "Airxcel's new capital structure is marked by a significant increase in total debt, and subsequently weaker key credit metrics and free cash flows to levels that are more appropriately reflected in the lower B3 corporate family rating, particularly given the cyclical nature of the RV market," said Andrew MacDonald, Moody's lead analyst for the company. "Even so, Moody's believe the company can cover the higher debt service burden and still build some cash that could be used for debt repayment, which combined with earnings growth should drive deleveraging of the balance sheet longer term," added MacDonald. Pro-forma for the proposed transaction, the company's debt-to-EBITDA and EBITA-to-interest for the twelve months ended December 31, 2017 was approximately 6.7 times and nearly 2.0 times, respectively (all ratios are Moody's-adjusted unless otherwise stated), according to the rating agency. Moody's expects leverage to approach 6.0 times over the next 12-18 months as revenues and earnings grow in the mid-single digit percent range. The company's good liquidity also serves as a key credit underpinning, and Moody's expects positive free cash flow generation and good availability under the company's new $60 million ABL (unrated and subject to borrowing base restrictions) that will be undrawn at closing. Moody's assigned the following ratings for AirX Holdings, Inc.: Corporate Family Rating, B3 Probability of Default Rating, B3-PD $360 million Senior Secured First-Lien Term Loan due 2025, B3 (LGD3) $120 million Senior Secured Second-Lien Term Loan due 2026, Caa2 (LGD5) Outlook, Stable The following ratings for Airxcel, Inc. will be withdrawn upon closing of the transaction and the concurrent repayment of debt outstanding: Corporate Family Rating, B2 Probability of Default Rating, B2-PD $310 million Senior Secured Notes due 2022, B2 (LGD4) Outlook, Stable RATINGS RATIONALE Airxcel's B3 CFR broadly reflects the company's high leverage, modest scale, high customer concentration, and significant exposure to the cyclical recreational vehicle (RV) market. While Moody's anticipates low-to-mid single digit revenue and earnings growth over the next 12-18 months, financial performance is subject to significant deterioration during economic downturns, as was seen between 2007-09 when revenue fell 32% in aggregate. However, the rating is supported by the company's strong market position, high margins and good liquidity. The company also has a presence in the RV aftermarket, which provides some relative measure of added stability given the existing fleet of around 9 million RVs in the United States. The stable outlook reflects Moody's expectation that modest growth in end market demand will result in improving credit metrics over the next 12-18 months, and that the company will maintain a good liquidity profile. Factors that could warrant a prospective ratings upgrade include increased size and scale as measured by revenue while good liquidity is maintained, financial policies supportive of Moody's adjusted debt-to-EBITDA sustained below 5.5 times, and free cash flow-to-debt in excess of 5%. Diversification of the business that reduces the company's broad exposure to the RV segment could also warrant consideration for a prospective ratings upgrade. Conversely, downward ratings pressure could ensue if debt-to-EBITDA is expected to be sustained above 7.5 times, end market demand weakens, or a major customer is lost. A deterioration in liquidity, including negative free cash flow or increased reliance on revolver borrowings, and/or debt-financed dividends or acquisitions, could also result in a ratings downgrade. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Headquartered in Wichita, Kansas, Airxcel manufactures products such as air conditioning and ventilation systems, furnaces, water heaters, window coverings and roofing membranes for RVs. The company also manufactures specialty air conditioners, environmental control units and heat pumps for the telecommunications, education and multi-tenant housing end markets. The company generated approximately $450 to $500 million of revenue for the fiscal year ended December 31, 2017. Airxcel is owned by L Catterton. ALPINE 4 TECHNOLOGIES: Buys 100% of American Precision for $4.5M ---------------------------------------------------------------- Alpine 4 Technologies Ltd. had entered into a securities purchase agreement with American Precision Fabricators, Inc., an Arkansas corporation, and Andy Galbach and Clarence Carl Davis, Jr., the owners of APF. Pursuant to the SPA, the Company acquired 100% of the outstanding shares in APF. The total purchase price of $4,500,000, consisted of three components, cash consideration, note consideration, and the convertible note consideration, as follows: * The Cash Consideration paid was $2,100,000, which was paid to the Sellers at closing, $1,407,000 to Galbach and $693,000 to Davis. * The Note Consideration consisted of two secured promissory note in the aggregate principal amount of $1,950,000 secured pursuant to a Guarantee and Security Agreement. * The Convertible Note Consideration consisted of two secured convertible promissory notes in the aggregate principal amount of $450,000, secured pursuant to the Security Agreement. The Convertible Notes, Notes and Security Agreement The terms of the Convertible Notes include the following: * Galbach Convertible Note: $301,500; * Davis Convertible Note: $148,500; * Term - Due in full in 36 months; * Interest rate of four and one quarter percent (4.25%); * Convertible at any time into shares of the Company's Class A common stock at a conversion price of $1.00 per share; and * Company may prepay in full or in part without any penalty or premium. The terms of the Notes include the following: * Galbach Note: $1,267,500; * Davis Note: $682,500; * Term - 10 years from the date of the Note with a 24 month balloon payment; * Interest rate of four and one quarter percent (4.25%); * Monthly payments of interest and principal with balance due in 24 months; and * Company may prepay in full or in part without any penalty or premium. The Company's obligations under the Notes and the Convertible Notes are secured pursuant to the Security Agreement, the terms of which include the following: * The Collateral means the equipment assets, customer accounts and intellectual property, of the Company, and all of the products and proceeds from any of the assets of APF; * The Company guaranteed to the Sellers the due and punctual payment when due of all of the Company's obligations under the Note; and * The Company granted to the Sellers a security interest in the Collateral as defined in the Security Agreement. Consulting Services Agreement In connection with the SPA, and as consideration for the Company to enter into the SPA, APF and Galbach entered into a Consulting Services Agreement, pursuant to which Galbach agreed for a period of 90 days following the closing of the Transaction to provide strategic management services to APF, meet with APF's new management, and provide his knowledge in customer relations, trade and service implementation, and other business disciplines. Additionally, APF agreed to reimburse Galbach for his expenses incurred by Galbach in connection with providing the services under the Consulting Agreement. About Alpine 4 Technologies Alpine 4 Technologies Ltd. is a technology holding company owning three companies (ALTIA, LLC, Quality Circuit Assembly, Inc., and Horizon Well Testing, LLC). Alpine 4 is a publicly traded enterprise with business-related endeavors in automotive technologies, electronics manufacturing, engineering and software development, and energy services. The Company was founded in 2014 and is headquartered in Phoenix, Arizona. Alpine 4 reported a net loss of $3.14 million for the period from April 1, 2016, to Dec. 31, 2016. For the period drom Jan. 1, 2016, to March 31, 2016, the Company incurred a net loss of $130,449. As of Dec. 31, 2016, Alpine 4 had $11.13 million in total assets, $12.34 million in total liabilities and a total stockholders' deficit of $1.20 million. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. ARBORSCAPE INC: Taps Kutner Brinen as Legal Counsel --------------------------------------------------- ArborScape, Inc., received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Lee Kutner $500 Jeffrey Brinen $430 Jenny Fujii $340 Keri Riley $280 Erin Coughlin $175 Paralegal $75 The Debtor paid the firm $3,761 for pre-bankruptcy attorney fees and costs, including the filing fee. Kutner Brinen holds a pre-bankruptcy retainer of $13,189 for payment of post-petition fees and costs. Jeffrey Brinen, Esq., a shareholder of Kutner Brinen, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Brinen, Esq. Keri L. Riley, Esq. Kutner Brinen, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Telephone: (303) 832-2400 Email: jsb@kutnerlaw.com About ArborScape Inc. ArborScape, Inc. is a Colorado-based company dedicated to providing sustainable landscapes for its clients by promoting the art and science of horticulture using environmentally friendly products and services. It offers tree trimming and removal services, tree spraying, lawn and tree care services. The company was founded in 1995. ArborScape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the petition signed by David Merriman, president, the Debtor disclosed $1.63 million in assets and $1.54 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. BAVARIA YACHTS: Taps BKAssets.com as Auctioneer ----------------------------------------------- Bavaria Yachts USA, LLLP, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire an auctioneer. The Debtor proposes to employ BKAssets.com, LLC, to conduct a sale of its inventory and pay the firm a 10% commission for its services. David Birdsell, president of BKAssets.com, disclosed in a court filing that the firm does not hold or represent any interests adverse to the Debtor and its estate, and that it is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David A. Birdsell BKAssets.com, LLC 216 N. Center St. Mesa, AZ 85201 Phone: 480-969-1760 Fax: 480-287-8626 Email: info@bkassets.com About Bavaria Yachts USA Bavaria Yachts USA, LLLP, is a Georgia limited liability limited partnership which is in the business of buying and selling new and used Bavaria boats. Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-68583) on Oct. 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor tapped Louis G. McBryan, Esq., of McBryan LLC, to serve as legal counsel in connection with its Chapter 11 case. The Debtor hired Alexander Dombrowsky, Esq., at Robert Allen Law, as its special counsel; and Mark M. Chase and Chase CPA, LLC, as its accountant. No official committee of unsecured creditors has been appointed in the case. BIOSTAGE INC: KPMG Resigns as Auditor ------------------------------------- Biostage, Inc. received on April 4, 2018, a notification from KPMG LLP, which is currently serving as the Company's independent auditors, stating that KPMG will not be standing for reelection and was resigning, effective upon the completion of their review procedures of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. The Company said the decision to change accountants was not recommended by the audit committee of the board of directors. According to Biostage, during the two fiscal years ended Dec. 31, 2017, and the subsequent interim period through April 4, 2018 there were no (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreements in connection with its reports, or (2) "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. KPMG's audit reports on the Company's consolidated financial statements for the fiscal years ended Dec. 31, 2017 or 2016 did not contain an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles except as follows: KPMG's audit reports on the consolidated financial statements of Biostage, Inc. and subsidiaries as of and for the years ended Dec. 31, 2017 and 2016, contained a separate paragraph stating that "The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." While the Company has not engaged a new independent accounting firm, it has begun a search process to identify KPMG's successor. The Company will disclose its engagement of a new independent accounting firm once the process has been completed as required by SEC rules. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage incurred a net loss of $11.91 million in 2017 and a net loss of $11.57 million in 2016. As of Dec. 31, 2017, Biostage had $5.04 million in total assets, $1.62 million in total liabilities and $3.42 million in total stockholders' equity. The report from the Company's independent accounting firm KPMG LLP, in Cambridge, Massachusetts, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BLINK CHARGING: Issues 9.14M Restricted Shares to 54 Entities ------------------------------------------------------------- In connection with the Feb. 16, 2018 closing of Blink Charging Co.'s underwritten registered offering, and pursuant to obligations previously incurred by the Company, on March 27, 2018 and April 3, 2018 the Company issued a total of 9,137,313 restricted shares of its common stock, par value $.001 per share to 54 individuals or entities. Securities Issuance The Company issued 9,111,644 shares of Common Stock to 53 holders to convert all Series C Preferred Shares outstanding and owed as of the February 16th closing date of the Public Offering. As of March 27, 2018, there are no longer any Series C Preferred Shares outstanding. Pursuant to a Confidential Settlement Agreement between the Company and ITT Cannon, LLC, dated May 17, 2017, the Company owed $200,000 to ITT which was to be paid entirely in the form of shares of Common Stock. As previously reported, the Company previously issued 47,059 shares of restricted Common Stock to ITT as partial payment of this $200,000. On April 3, 2018 the Company issued an additional 25,669 shares of Common Stock to ITT to satisfy in full its $200,000 payment obligation under the ITT Settlement. Securities Issuances to Certain Officers In connection with the issuance of the 9,111,644 shares: (i) BLNK Holdings, LLC in which Mr. Michael D. Farkas, the Company's executive chairman, has a controlling interest, was issued 6,827,092 restricted shares of Common Stock; (ii) Mr. Farkas was issued 211,276 restricted shares of Common Stock; and (iii) Mr. Ira Feintuch, the Company's chief operating officer, was issued 70,548 restricted shares of the Company's Common Stock. These securities were not registered under the Securities Act of 1933, as amended, but qualified for exemption under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b). Description of Outstanding Shares of Common Stock As disclosed in the Company's final prospectus related to the Public Offering (filed on Feb. 16, 2018 on Form 424(b)(4), the Company had 5,523,673 shares of Common Stock outstanding prior to the Public Offering. Of the 5,523,673 shares outstanding, The Farkas Group, Inc. (an entity controlled by Mr. Farkas), at the closing of the Public Offering, was to cancel, as disclosed in the Final Prospectus, 2,930,596 shares. In addition, Schafer & Weiner, PLLC, at the closing of the Public Offering, was to cancel, as disclosed in the Final Prospectus, 11,503 shares of Common Stock previously issued to them. The Company sold 4,353,000 shares of Common Stock registered under the Securities Act in connection with the Public Offering. Pursuant to obligations previously incurred by the Company, at the conclusion of the Public Offering, the Company, as disclosed in the Final Prospectus, was to issue additional shares of Common Stock to various individuals and/or entities resulting in a total of 19,228,892 shares of Common Stock to be outstanding following the Public Offering. Subsequent to the Public Offering, the Company has issued, pursuant to the obligations previously incurred by the Company described in the Final Prospectus, 12,330,897 shares of Common Stock. The total number of shares outstanding as of April 9, 2018 is 22,207,570. FGI and Schafer have yet to cancel the 2,930,596 shares of Common Stock and 11,503 shares of Common Stock, respectively, previously issued to them, but plan to do so in the near future. Upon the cancellation of these 2,942,099 shares of Common Stock, the Company will have a total of 19,265,471 shares of Common Stock outstanding. The 36,669 share discrepancy between this amount and the 19,228,892 amount disclosed in the Final Prospectus is attributed to the Company having been obligated to issue: (i) 12,621 fewer shares of Common Stock to convert all Series C Preferred Shares outstanding and owed as of the February 16th closing date of the Public Offering than was disclosed in the Final Prospectus; (ii) 23,529 additional shares of Common Stock to JNS Power & Control Systems, Inc. to be held in escrow as security for a $100,000 cash payment due within six months following the closing of the Public Offering; and (iii) an additional 25,669 shares of Common Stock to ITT. At the time the $100,000 payment is made by the Company to JNS, the 23,529 shares currently held in escrow will be cancelled. Upon cancellation of the 2,965,628 shares of Common Stock by FGI, Schafer, and JNS, the Company will have a total of 19,241,942 shares of Common Stock outstanding. About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/,http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is a manufacturer of public electric vehicle (EV) charging equipment, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. The Company's name change to Blink Charging from Car Charging Group, Inc., integrates the Company's largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data. Car Charging reported a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Blink Charging had $1.90 million in total assets, $67.79 million in total liabilities, $825,000 in series B convertible preferred stock, and a $66.71 million total stockholders' deficiency. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLUE COLLAR: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Blue Collar Enterprises, LLC dba Blue Dog Cafe 1211 W. Pinhook Road Lafayette, LA 70503 Business Description: Blue Dog Cafe -- http://bluedogcafe.com-- is a restaurant serving Cajun cuisine, Louisiana fusion, steaks and seafood amidst a private collection of artworks by renowned artist George Rodrigue (the creator of the iconic Blue Dog). It has two locations in Lafayette and Lake Charles, Louisiana. Chapter 11 Petition Date: April 11, 2018 Case No.: 18-50447 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtor's Counsel: Laura F. Ashley, Esq. JONES WALKER LLP 201 St. Charles Avenue, Suite 5100 New Orleans, LA 70170 Tel: (504) 582-8118 Fax: (504) 589-8118 E-mail: lashley@joneswalker.com - and - Elizabeth J. Futrell, Esq. JONES WALKER LLP 201 St. Charles Avenue New Orleans, LA 70170-5100 Tel: (504) 582-8000 Fax: (504) 582-8583 E-mail: efutrell@joneswalker.com Total Assets: $37,700 Total Liabilities: $1.15 million The petition was signed by Stephen Santillo & Andrew Rodrigue, members. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/lawb18-50447_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/lawb18-50447.pdf BON-TON STORES: Taps Hilco IP Services as IP Consultant ------------------------------------------------------- The Bon-Ton Stores, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hilco IP Services LLC as consultant. The firm will assist the company and its affiliates in connection with the potential sale of their intellectual property. The Debtors have agreed to pay the firm a one-time engagement fee of $100,000, plus a transaction fee based on a percentage of total gross proceeds: (1) 5% of the amount of aggregate gross proceeds attributable to the intellectual property in excess of $1 million up to $5 million; plus (2) 7.5% of the amount of aggregate gross proceeds in excess of $5 million up to $10 million; plus (3) 10% of the amount by which the aggregate gross proceeds exceed $10 million, however, the engagement fee should be credited against the first $100,000 of commissions derived from the aggregate gross proceeds paid for the assets in excess of $10 million. Hilco is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David Peress Hilco IP Services LLC 980 Washington St., Suite 330 Dedham, MA 02026 Phone: 781.471.1239 Email: dperess@hilcoglobal.com About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 251 stores, which includes nine furniture galleries and four clearance centers, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, the Debtor disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as investment banker; AlixPartners LLP as restructuring advisor; AP Services, LLC as financial advisor; A&G Realty Partners LLC, as real estate advisor; and Prime Clerk LLC, as administrative advisor and claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed an official committee of unsecured creditors on February 15, 2018. The committee hired Pachulski Stang Ziehl & Jones LLP as its legal counsel; and Zolfo Cooper, LLC as its bankruptcy consultant and financial advisor. BRIGHT MOUNTAIN: Andrew Handwerker Has 19.3% Stake as of March 16 ----------------------------------------------------------------- Andrew A. Handwerker reported in a Schedule 13G/A filed with the Securities and Exchange Commission that as of March 16, 2018, he beneficially owns 9,310,388 shares of common stock of Bright Mountain Media, Inc., constituting 19.3 percent of the shares outstanding. The number of shares beneficially owned by Mr. Handwerker includes 250,000 shares underlying common stock purchase warrants which are presently exercisable. The address of the Reporting Person is 4399 Pine Tree Drive, Boynton Beach, FL 33436. A full-text copy of the regulatory filing is available for free at https://is.gd/HSzfq5 About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, -- http://www.brightmountainmedia.com/-- owns and manages 25 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. Bright Mountain also owns an ad network, Daily Engage Media, which was acquired in September 2017. The Company has placed a particular emphasis on providing quality content on its websites to drive traffic increases. The Company's websites feature timely, proprietary and aggregated content covering current events and a variety of additional subjects targeted to the specific demographics of the individual website. Bright Mountain reported a net loss attributable to common shareholders of $3.01 million on $3.68 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $2.94 million on $1.93 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Bright Mountain had $3.71 million in total assets, $3.37 million in total liabilities and $343,222 in total shareholders' equity. The report from the Company's independent accounting firm Liggett & Webb, P.A., in Boynton Beach, Florida, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company sustained a net loss of $2,994,096 and used cash in operating activities of $1,732,618 for the year ended Dec. 31, 2017. The Company had an accumulated deficit of $11,818,902 at Dec. 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. CAFFE ETTORE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Caffe Ettore, Incorporated, a California corporation dba Ettore's Bakery and Cafe dba Ettore's European Bakery and Restaurant 1168 National Drive, Suite 10 Sacramento, CA 95834 Business Description: Caffe Ettore operates the Ettore's Bakery & Cafe sites in Sacramento and Roseville, California. The business offers breakfast, lunch, dinner, a full line of European breakfast pastries, cookies, cakes, specialty desserts and custom wedding cakes. It also supplies cakes and baked goods to Nugget Markets throughout Northern California. Visit https://ettores.com for more information. Chapter 11 Petition Date: April 10, 2018 Case No.: 18-22152 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Christopher D. Jaime Debtor's Counsel: Walter R. Dahl, Esq. DALH LAW, ATTORNEYS AT LAW 2304 N St Sacramento, CA 95816-5716 Tel: (916) 446-8800 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ettore Ravazzolo, 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/caeb18-22152.pdf CANNABIS SCIENCE: Will File Form 10-K Within Extension Period ------------------------------------------------------------- Cannabis Science, Inc. was unable to file, without unreasonable effort and expense, its Form 10-K Annual Report for the year ended Dec. 31, 2017, in a timely manner because of unanticipated delays, It is anticipated that the Form 10-K Annual Report, along with the audited financial statements, will be filed on or before the 15th calendar day following the prescribed due date of the Company's Form 10-K. About Cannabis Science Cannabis Science, Inc., was incorporated under the laws of the State of Colorado, on Feb. 29, 1996, as Patriot Holdings, Inc. Cannabis is at the forefront of medical marijuana research and development. The Company is dedicated to the creation of cannabis-based medicines, both with and without psychoactive properties, to treat disease and the symptoms of disease, as well as for general health maintenance. Cannabis reported a net loss of $10.19 million on $9,263 of revenue for the year ended Dec. 31, 2016, compared with a net loss of $19.14 million on $44,227 revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Cannabis Science had $2.08 million in total assets, $5.23 million in total liabilities and a total stockholders' deficit of $3.15 million. Turner, Stone & Company, L.L.P., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors noted that the Company has suffered recurring losses from operations since inception, has a working capital deficiency and will need to raise additional capital to fund its business operations and plans. Furthermore, there is no assurance that any capital raise will be sufficient to complete the Company's business plans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CELADON GROUP: Formet CFO Will Get a $110,000 Severance Pay ----------------------------------------------------------- Celadon Group, Inc. and Bobby Peavler have entered into a severance agreement, effective as of March 16, 2018. Mr. Peavler ceased serving as chief financial officer of Celadon effective Oct. 16, 2017. He resigned from the Company on March 16, 2018. Under the Severance Agreement, the Company will pay Mr. Peavler a total of $110,000, payable in six equal monthly installments, in exchange for Mr. Peavler agreeing to certain release, non-competition, non-solicitation, non-disparagement, and non-disclosure covenants. In addition, the Severance Agreement contains customary indemnification and expense advancement provisions. About Celadon Celadon Group, Inc. -- http://www.celadongroup.com/-- provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including logistics, warehousing, and distribution. The Company is headquartered in Indianapolis, Indiana. In a press release dated April 2, 2018, Celadon stated that based on issues identified in connection with the Audit Committee investigation and management's review, financial statements for fiscal years ended June 30, 2014, 2015, 2016, and the quarters ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new senior management team, led by the Company's new chief financial officer and new chief accounting officer, commenced a review of the Company's current and historical accounting policies and procedures. The internal investigation and management review have identified errors that will require adjustments to the previously issued 2014, 2015, 2016, and 2017 financial statements. On March 30, 2018, the Company entered into an Eighth Amendment to its Amended and Restated Credit Agreement. The Amendment extended the existing financial covenant relief through April 30, 2018, with the principal purpose of permitting the Company and the revolving lenders to evaluate the recently received refinancing proposal. The Company's continued listing on the New York Stock Exchange requires that the Company cure its financial reporting filing delinquencies by May 2, 2018. Due to the number of restatement issues and the additional periods being impacted, the Company has determined that it will not be able to cure the delinquencies by the NYSE deadline. CELADON GROUP: Stock Will be Delisted from NYSE ----------------------------------------------- Celadon Group, Inc., has confirmed that it has received a delisting notice from the New York Stock Exchange indicating that the NYSE suspended trading prior to market open on April 3, 2018, and would be commencing procedures to delist the Company's common stock. The delisting is due to the Company's inability to become current with its Securities and Exchange Commission reporting obligations by May 2, 2018, the maximum time allowed under Section 802.01E of the NYSE Listed Company Manual. Under NYSE delisting procedures, the Company has the right to appeal this determination. The Company has considered the cost and likelihood of success of an appeal of the delisting decision, and has determined it does not intend to file an appeal. About Celadon Celadon Group, Inc. -- http://www.celadongroup.com/-- provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including logistics, warehousing, and distribution. The Company is headquartered in Indianapolis, Indiana. In a press release dated April 2, 2018, Celadon stated that based on issues identified in connection with the Audit Committee investigation and management's review, financial statements for fiscal years ended June 30, 2014, 2015, 2016, and the quarters ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new senior management team, led by the Company's new chief financial officer and new chief accounting officer, commenced a review of the Company's current and historical accounting policies and procedures. The internal investigation and management review have identified errors that will require adjustments to the previously issued 2014, 2015, 2016, and 2017 financial statements. On March 30, 2018, the Company entered into an Eighth Amendment to its Amended and Restated Credit Agreement. The Amendment extended the existing financial covenant relief through April 30, 2018, with the principal purpose of permitting the Company and the revolving lenders to evaluate the recently received refinancing proposal. The Company's continued listing on the New York Stock Exchange requires that the Company cure its financial reporting filing delinquencies by May 2, 2018. Due to the number of restatement issues and the additional periods being impacted, the Company has determined that it will not be able to cure the delinquencies by the NYSE deadline. CENVEO INC: Examiner Taps Quinn Emanuel as Legal Counsel -------------------------------------------------------- The examiner appointed in Cenveo, Inc.'s Chapter 11 case seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire his own firm as legal counsel. Susheel Kirpalani proposes to employ Quinn Emanuel Urquhart & Sullivan, LLP to, among other things, advise him regarding his duties under the Bankruptcy Code, and assist him in connection with his review and report on the investigations being conducted by Cenveo and its official committee of unsecured creditors. Quinn Emanuel is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Susheel Kirpalani, Esq. Quinn Emanuel Urquhart & Sullivan, LLP 51 Madison Ave., 22nd Floor New York, NY 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 Email: susheelkirpalani@quinnemanuel.com About Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, the Company says it delivers quality solutions and services every day to its more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo Cooper LLC as restructuring advisor; BDO USA, LLP as auditor and accountant; Ernst & Young LLP as tax advisor; VanRock Real Estate Consulting, LLC as real estate consultant; and Prime Clerk LLC as notice, claims & balloting agent, and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases. The Committee retained Lowenstein Sandler LLP as its bankruptcy counsel; and FTI Consulting, Inc. as its financial advisor. The U.S. Trustee also appointed Susheel Kirpalani, Esq., a partner at Quinn Emanuel Urquhart & Sullivan, LLP, as examiner. On April 3, 2018, the Debtors filed a Chapter 11 plan of reorganization. CHECKOUT HOLDING: Moody's Cuts CFR to Caa1; Keeps Outlook Negative ------------------------------------------------------------------ Moody's Investors Service downgraded Checkout Holding Corp.'s, d/b as Catalina Marketing Corporation, corporate family rating (CFR) to Caa1 from B3 and its probability of default rating (PDR) to Caa1-PD from B3-PD. Additionally, the first lien senior secured credit facility consisting of a $100 million revolver due April 2019 and a $1,050 million term loan due April 2021 were downgraded to B2 from B1. The $460 million second lien term loan due April 2022 was also downgraded to Caa2 from Caa1. The outlook remains negative. Issuer: Checkout Holding Corp. -- Corporate Family Rating -- downgraded to Caa1 from B3 -- Probability of Default Rating -- downgraded to Caa1-PD from B3-PD -- Sr Sec First Lien Revolving Credit Facility -- downgraded to B2 (LGD2) from B1 (LGD2) -- Sr Sec First Lien Term Loan B-- downgraded to B2 (LGD2) from B1 (LGD2) -- Sr Sec Second Lien Term Loan -- downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Checkout Holding Corp. -- Outlook, Remains Negative RATINGS RATIONALE The downgrade of ratings reflects materially reduced revenue and EBITDA of Checkout as several of its customers in the company's US Established Brands market have reduced their promotional spending dollars with Catalina. Moody's believes that major CPG companies have been increasingly moving their promotional spending dollars towards digital channels. Though the company has been working to diversify its revenue streams across its global markets and with new products and solutions, including digital product offerings, that growth has not been able to offset the material decline of in-store promotional spend by its US Established Brands market. Weakening fundamental operating performance led to unsustainably high leverage of 10.4x, with a decline in free cash flow generation. Moody's expect minimal improvement in the company's performance over the near term. Payment In Kind accretion on the HoldCo bonds, which represent about 19% of total debt and approximately two turns of leverage, raises the hurdle for growth or debt repayment to reduce leverage for the company. Despite the heavy debt load, Moody's expects strong EBITDA margins, albeit somewhat lower than historical levels. Moody's expect Checkout to spend a portion of its expenses on various turnaround and cost-efficiency initiatives, which Moody's expect to materialize over the course of 2018. Moody's expects the revolver to remain drawn over the next 12-18 months, subject to a 5.9x net leverage 1st lien covenant. The maintenance covenant only applies with borrowings in excess of $30 million (as of December 31, 2017, $15 million was drawn). The company's credit agreement provides for sufficient add-backs for the company to remain in compliance with its financial covenants over the course of 2018, though Moody's expect that increased restructuring spending may compress free cash flow generation. Moody's expect that Checkout will need to materially improve its operating growth trend, restructure or otherwise address its capital structure or raise additional liquidity prior to April 2019 in order to meet the required cash payments on the HoldCo notes. The negative outlook incorporates a potential for a downgrade if Checkout fails to address its April 2019 liquidity needs. This could occur if Catalina is unable to demonstrate stabilization of its revenue and operating income, as it addresses challenges with its Established brands segment. Rapid deterioration in free cash flow and failure to address mandatory cash pay requirement of the HoldCo notes or maturity of the revolver could also result in a downgrade. An upgrade is unlikely given the very high leverage. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Catalina Marketing Corporation, headquartered in St. Petersburg, FL, provides consumer-driven personalized digital media solutions, including discount coupons, loyalty marketing programs and other consumer communications, through a variety of distribution channels like supermarkets as well as via mobile and online. Checkout Holding Corp. is Catalina's parent company. In April 2014, Berkshire Partners LLC acquired majority control of Catalina from Hellman & Friedman LLC, which acquired the company in a 2007 leveraged buyout. Hellman & Friedman remains a significant investor in Catalina. CHILDRENS NETWORK: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- William Miller, U. S. bankruptcy administrator, on April 6 disclosed in a filing with the U.S. Bankruptcy Court for the Middle District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Childrens Network University Inc. About Childrens Network University Inc. Childrens Network University Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 18-80250) on April 5, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. Judge Benjamin A. Kahn presides over the case. CLAIRE'S STORES: Taps FTI Consulting as Financial Advisor --------------------------------------------------------- Claire's Stores, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire FTI Consulting, Inc. as its financial advisor. The firm will assist the company and its affiliates in developing financial and liquidity forecasts; evaluate and review strategic alternatives; assist in negotiations regarding potential refinancing alternatives; and provide other financial advisory services related to the Debtors' Chapter 11 cases. The firm's hourly rates are: Senior Managing Directors $875 - $1,075 Directors $650 - $855 Senior Directors $650 - $855 Managing Directors $650 - $855 Consultants $345 - $620 Senior Consultants $345 - $620 Administrative $140 - $270 Paraprofessionals $140 - $270 Prior to the petition date, the Debtors provided FTI with a retainer of $125,000 on Jan. 4, and an additional retainer of $250,000 on March 14. FTI is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael C. Buenzow FTI Consulting, Inc. 555 12th Street Northwest, Suite 700 Washington, DC 20004 Phone: 1-202-312-9100 Fax: 1-202-312-9101 About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as the local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk as claims agent. CLAIRE'S STORES: Taps Lazard Freres as Investment Banker -------------------------------------------------------- Claire's Stores, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Lazard Freres & Co. LLC as investment banker. The firm will assist the company and its affiliates in identifying and evaluating candidates for any potential sale transaction; evaluate any potential financing transaction; assist in determining a capital structure for the Debtors; participate in negotiations with their stakeholders; and provide other financial restructuring advisory services. Lazard will be paid a monthly fee of $150,000. Fifty percent of all fees paid during the months following the sixth month of the firm's employment will be credited once (without duplication) against any restructuring fee, sale transaction fee or financing fee payable. The firm will also receive a fee in the sum of $8.5 million upon the consummation of any restructuring. If, whether in connection with the consummation of a restructuring or otherwise, a sale transaction is consummated incorporating all or a majority of the assets or controlling interest in the equity securities of the Debtors, Lazard will be paid a fee equal to the greater of (i) the fee calculated by breaking down the "aggregate consideration" and multiplying each increment by the corresponding incremental fee; or (ii) the restructuring fee. Any sale transaction fee will be payable upon consummation of the applicable sale transaction. Aggregate Consideration ($ in millions) Incremental Fee % ------------------------ ----------------- $0 – $1,900 0.45% $1,900+ 2.00% If any financing transaction is consummated, Lazard will be receive a fee, not to exceed $4 million in the aggregate, in the amount equal to the total gross proceeds provided for in such financing multiplied by (i) 1% with respect to any debtor-in-possession financing or senior debt financing; (ii) 1.5% with respect to any junior debt financing (that is not DIP financing); or (iii) 2.5% with respect to any equity or equity-linked financing (which is not DIP financing). Lazard is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Tyler W. Cowan Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Phone: +1 212 632-6000 About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as the local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk as claims agent. CLAIRE'S STORES: Taps Richards Layton as Co-Counsel --------------------------------------------------- Claire's Stores, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Richards, Layton & Finger, P.A. Richards Layton will serve as co-counsel with Weil, Gotshal & Manges LLP, the firm tapped by the company and its affiliates to be their lead bankruptcy counsel. The firm's hourly rates range from $710 to $925 for directors, $610 to $625 for counsel, and $320 to $595 associates. Paraprofessionals charge $255 per hour. The attorneys and paraprofessionals designated to represent the Debtors and their hourly rates are: Daniel DeFranceschi $875 Zachary Shapiro $610 Brendan Schlauch $480 Brett Haywood $450 Megan Kenney $320 Barbara Witters $255 Prior to the petition date, the Debtors paid the firm a retainer in the sum of $266,867.45. Daniel DeFranceschi, Esq., director of Richards Layton, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Richards Layton can be reached through: Daniel DeFranceschi, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Phone: 302.651.7816 Email: defranceschi@rlf.com About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as the local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk as claims agent. CLAIRE'S STORES: Taps Weil Gotshal as Legal Counsel --------------------------------------------------- Claire's Stores, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Weil, Gotshal & Manges LLP as its legal counsel. The firm will assist the company and its affiliates in the preparation of a bankruptcy plan and will provide other legal services related to their Chapter 11 cases. The firm's hourly rates are: Members/Counsel $990 - $1,500 Associates $535 - $975 Paraprofessionals $230 - $385 Ray Schrock, Esq., a member of Weil Gotshal, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Schrock disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Weil Gotshal professional has varied his rate based on the geographic location for the Debtors' cases. Mr. Schrock disclosed that the firm provided services to the Debtors prior to the petition date and that the pre-bankruptcy rates and material financial terms of its engagement have not changed after the bankruptcy filing. Weil Gotshal is developing a prospective budget and staffing plan for the Debtors' cases, according to Mr. Schrock The firm can be reached through: Ray C. Schrock, P.C. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Phone: +1 (212) 310-8210 Email: ray.schrock@weil.com About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as the local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk as claims agent. CLARK'S FISH: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Clark's Fish Camp & Seafood, Inc. 12903 Hood Landing Road Jacksonville, FL 32258 Business Description: Clark's Fish Camp & Seafood, Inc. is the fee simple owner of the Clark's Fish Camp restaurant located in Jacksonville, Florida. The restaurant serves seafood, giant 3 lb. prime rib, chicken and exotic meats. Chapter 11 Petition Date: April 11, 2018 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Case No.: 18-01157 Judge: Hon. Paul M. Glenn Debtor's Counsel: William B McDaniel, Esq. LANSING ROY, PA 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207 Tel: 904-391-0030 Fax: 904-391-0031 E-mail: court@lansingroy.com information@lansingroy.com Total Assets: $2,096,980 Total Liabilities: $787,948 The petition was signed by Joan R Peoples, 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/flmb18-01157.pdf CLINTON NURSERIES: Taps PKF O'Connor as Accountant -------------------------------------------------- Clinton Nurseries, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire PKF O'Connor Davies, LLP as accountant. The firm will provide accounting and financial advisory services, which include an audit of CNI's 401(k) Profit Sharing Plan and Trust for the year ending December 31, 2017 and preparation of an audit report; tax accounting services for CNI and its affiliates; and a review of consolidated financial statements of CNI, Clinton Nurseries of Maryland, Inc. and Clinton Nurseries of Florida, Inc. for the fiscal year ending February 28, 2018. The firm's hourly rates are: Partners $320 - $460 Senior Managers $265 - $325 Managers $185 - $250 Senior Accountants $160 - $205 Staff Accountants $115 - $160 Administration $75 - $150 The personnel expected to provide the services are: Ronald DeSoiza Partner $425 Keith Balla Partner $450 Pat Halloran Partner $375 Bruce Blasnik Partner $425 Dean Hottle II Partner $410 Erika Prakasam Sr. Manager $300 PKF is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ronald F. DeSoiza PKF O'Connor Davies, LLP 3001 Summer Street 5th Floor, East Stamford, CT 06905 Phone: 203-323-2400 / 914-421-5604 Fax: 203-967-8733 About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. The cases are jointly administered under Case No. 17-31897. In the petition signed by David Richards, president, Clinton Nurseries estimated its assets and liabilities at $10 million to $50 million. Judge James J. Tancredi presides over the cases. The Debtors hired Zeisler & Zeisler, P.C. as their bankruptcy counsel; TrueNorth Capital Partners LLC as investment banker; and Lewitz, Balosie, Wollack, Rayner & Giroux, LLC, as accountant. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee retained Green & Sklarz LLC as its bankruptcy counsel. CORE SUPPLEMENT: Fox Rothschild Agrees to Reduce Hourly Fees ------------------------------------------------------------ Core Supplement Technology, Inc., has filed a supplemental application with the U.S. Bankruptcy Court for the Southern District of California to hire Fox Rothschild LLP as special counsel. In the court filing, the Debtor disclosed that Fox Rothschild has agreed to reduce the hourly rate charged by Margaret Manning, Esq., from $430 to $405, and the hourly rate charged by Mette Kurth, Esq., from $830 to $650. The firm has also withdrawn its request that its hourly rates be approved concurrently with its retention as permitted by Bankruptcy Code section 328(a). Fox Rothschild's fees will otherwise be subject to review and approval pursuant to Bankruptcy Code section 330. About Core Supplement Technology Core Supplement Technology, Inc. -- http://www.coresupplementtech.com/-- partners with various companies and professionals to develop and sell advanced supplements, from formulation, flavoring, manufacturing to delivery and brand-support. Core's manufacturing facility is headquartered on the West Coast in Oceanside, California, providing state-of-the-art FDA compliant, NSF & cGMP certified turnkey supplement manufacturing. The brands the Company works with range from small start-ups to nationally and internationally known brands. Core's clients include nutritionists, doctors, trainers, competitors, as well as supplement and nutraceutical companies. Core Supplement Technology is operating at 4645 to 4665 North Avenue, Oceanside California. It is a California corporation owned 50% by Joseph O'Dea and 50% by three other shareholders, Robert Bailly, Harry Kumjian and Andrea Kumjian. Core Supplement Technology filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-06078) on Oct. 3, 2017. In the petition signed by Joseph Odea, president, the Debtor disclosed total assets of $2.82 million and total liabilities of $5.60 million. The case is assigned to Judge Margaret M. Mann. Stephen C. Hinze, Attorney at Law APC, is counsel to the Debtor. No creditors committee has yet been appointed in the case. CYTORI THERAPEUTICS: Amends Prospectus on $100M Securities Sale --------------------------------------------------------------- Cytori Therapeutics, Inc., filed with the Securities and Exchange Commission a first amendment to its Form S-3 registration statement relating to the sale of up to $100.0 million in the aggregate of common stock, preferred stock, debt securities, warrants, rights and units in one or more offerings. The Company may offer and sell the securities through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. Cytori's common stock is listed on the Nasdaq Capital Market under the symbol "CYTX." On April 5, 2018, the last reported sale price of the Company's common stock on the Nasdaq Capital Market was $0.2884 per share. A full-text copy of the amended prospectus is available at: https://is.gd/BGXM6i About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is a therapeutics company developing regenerative and oncologic therapies from its proprietary cell therapy and nano-particle platforms for a variety of medical conditions. Data from preclinical studies and clinical trials suggest that Cytori Cell Therapy acts principally by improving blood flow, modulating the immune system, and facilitating wound repair. As a result, Cytori Cell Therapy may provide benefits across multiple disease states and can be made available to the physician and patient at the point-of-care through Cytori's proprietary technologies and products. Cytori Nanomedicine is developing encapsulated therapies for regenerative medicine and oncologic indications using technology that allows Cytori to use the benefits of its encapsulation platform to develop novel therapeutic strategies and reformulate other drugs to optimize their clinical properties. Cytori reported a net loss of $22.68 million for the year ended Dec. 31, 2017, compared to a net loss of $22.04 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Cytori had $31.61 million in total assets, $18.61 million in total liabilities and $13 million in total stockholders' equity. The audit report of the Company's independent registered public accounting firm BDO USA, LLP, in San Diego, California, covering the Dec. 31, 2017 consolidated financial statements contains an explanatory paragraph that states that the Company's recurring losses from operations, liquidity position, and debt service requirements raises substantial doubt about its ability to continue as a going concern. DELCATH SYSTEMS: Marcum LLP Replaces Grant Thornton as Auditors --------------------------------------------------------------- The Audit Committee of the Board of Directors of Delcath Systems, Inc., has approved the engagement of Marcum LLP as the Company's independent registered public accounting firm for the Company's fiscal year ended Dec. 31, 2018, and the dismissal of Grant Thornton LLP as the Company's independent registered public accounting firm. Grant Thornton's audit reports on the Company's consolidated financial statements as of and for the fiscal years ended Dec. 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the Company's ability to continue as a going concern. The Company said that during the fiscal years ended Dec. 31, 2017, and 2016, and the subsequent interim periods through April 9, 2018, there were (i) no disagreements between it and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Company added that during the fiscal years ended Dec. 31, 2017, and 2016, and the subsequent interim periods through April 9, 2018, neither the Company nor anyone acting on its behalf has consulted with Marcum. About Delcath Systems Based in New York, New York, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, the Company's system is in commercial development under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. Delcath Systems reported a net loss of $45.11 million on $2.71 million of revenue for the year ended Dec. 31, 2017, compared to a net loss of $17.97 million on $1.99 million of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Delcath Systems had $8.88 million in total assets, $8.20 million in total liabilities and $678,000 in total stockholders' equity. Grant Thornton LLP, in New York, New York, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, stating that Delcath Systems has incurred recurring losses from operations and as of Dec. 31, 2017 has an accumulated deficit of $324.8 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Proposes to Offer 500 Million Units ---------------------------------------------------- Delcath Systems, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission in connection with the offering of up to 500,000,000 Series C units in the aggregate, each unit consisting of one share of its common stock and Series E common warrants to purchase one share of its common stock. The offering also includes up to 500,000,000 Series D Units consisting of pre-funded warrants to purchase one share of common stock and and Series E Warrants to purchase up to one share of common stock. Delcath expects to use the net proceeds from this offering to fund the clinical and regulatory development of clinical studies, commercialization of its products, obtaining regulatory approvals, as well as for working capital and other general corporate purposes, including funding the costs of operating as a public company. Delcath System's common stock is quoted on the OTCQB under the symbol "DCTH." The last reported sale price of the Company's common stock on March 20, 2018 was $0.0119 per share. There is no established public trading market for the warrants or pre-funded warrants and the Company does not expect a market to develop. In addition, the Company does not intend to apply for listing of the warrants or pre-funded warrants on any national securities exchange or other trading system. The Company has retained Roth Capital Partners LLC as its exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Company has agreed to pay the placement agent a cash fee equal to 7% of the gross proceeds of this offering. In addition, the Company has agreed to reimburse the placement agent for fees and expenses of its legal counsel and other out of pocket expenses in the amount of $75,000. A full-text copy of the preliminary prospectus is available for free at https://is.gd/MYaF7U About Delcath Systems Based in New York, New York, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, the Company's system is in commercial development under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. Delcath Systems reported a net loss of $45.11 million on $2.71 million of revenue for the year ended Dec. 31, 2017, compared to a net loss of $17.97 million on $1.99 million of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Delcath Systems had $8.88 million in total assets, $8.20 million in total liabilities and $678,000 in total stockholders' equity. Grant Thornton LLP, in New York, New York, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, stating that Delcath Systems has incurred recurring losses from operations and as of Dec. 31, 2017 has an accumulated deficit of $324.8 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Shareholders Approve Reverse Common Stock Split ---------------------------------------------------------------- Delcath Systems, Inc., has completed its consent solicitation in lieu of a special meeting of shareholders. The following are the results of the Consent Solicitation. The shareholders approved an amendment to the Company's amended and restated certificate of incorporation to increase its authorized shares of common stock from 500,000,000 to 1,000,000,000. The shareholders also approved an amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of its common stock at a range of ratios from 1-for-100 to 1-for-500, in the discretion of the Board of Directors and to be announced by press release, and to grant authorization to the Board of Directors to determine, in its sole discretion, whether to implement the reverse stock split, as well as its specific timing (but not later than April 6, 2019). About Delcath Systems Based in New York, New York, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, the Company's system is in commercial development under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. Delcath Systems reported a net loss of $45.11 million on $2.71 million of revenue for the year ended Dec. 31, 2017, compared to a net loss of $17.97 million on $1.99 million of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Delcath Systems had $8.88 million in total assets, $8.20 million in total liabilities and $678,000 in total stockholders' equity. Grant Thornton LLP, in New York, New York, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, stating that Delcath Systems has incurred recurring losses from operations and as of Dec. 31, 2017 has an accumulated deficit of $324.8 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DJO FINANCE: Moody's Alter Outlook to Pos. & Affirms Caa1 CFR ------------------------------------------------------------- Moody's Investors Service revised the outlook of DJO Finance LLC ("DJO") to positive from stable. Moody's also upgraded DJO's Speculative Grade Liquidity Rating to SGL-2 from SGL-3. All other ratings were affirmed, including the company's Caa1 Corporate Family Rating. "The revision in rating outlook to positive reflects Moody's expectations DJO's earnings will continue to improve as its business transformation initiatives reduce its cost structure" said Moody's Senior Vice President, Scott Tuhy. The upgrade of the Speculative Grade Liquidity Rating reflects Moody's expectation that the company's free cash flow will improve meaningfully over the next year as earnings grow and cash restructuring costs decline. The upgrade also reflects Moody's expectation that DJO will have improving availability under its revolving credit facility over the next 12 months. The affirmation of DJO's Caa1 CFR reflects that, while the company's overall liquidity profile has improved, the company remains highly leveraged with debt/EBITDA in excess of 9.0x. Further, the company faces significant refinancing risk as the majority of its debt comes due in 2020. The following ratings were affected: Issuer: DJO Finance LLC Upgrades: Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Probability of Default Rating, Affirmed Caa1-PD Corporate Family Rating, Affirmed Caa1 Senior Secured Bank Credit Facility, Affirmed B1 (LGD2) Senior Secured Regular Bond/Debenture, Affirmed Caa3 (LGD6) Senior Secured Regular Bond/Debenture, Affirmed Caa2 (LGD5) Outlook Actions: Outlook, Changed To Positive From Stable RATINGS RATIONALE DJO's Caa1 Corporate Family Rating reflects the company very high leverage with debt/EBITDA in excess of nine times and interest coverage near one times. The Caa1 rating also reflects that, while liquidity will remain good over the next 12 to 18 months, the company faces significant refinancing risk as substantially all debt comes due in 2020 and 2021. DJO's ratings also reflect the company's meaningful scale with revenue in excess of $1 billion and with good market positions in its product categories. The company also benefits from diversification across a broad range of products, including bracing, vascular, implants, and recovery sciences products. DJO also has a meaningful international presence. The positive rating outlook reflects Moody's expectations DJO's leverage will improve as its business transformation initiatives drive earnings growth and free cash flow is used to reduce debt. Ratings could be upgraded if the company continues to deleverage, primarily through EBITDA growth, such that debt/EBITDA approaches seven times and EBITA/interest approaches 1.5 times. In addition, Moody's would need to be confident in the company's ability to successfully address its upcoming debt maturities. Ratings could be downgraded if positive trends in earnings reverse, liquidity were to erode or the company's probability of default otherwise increased. Based in Vista, CA, DJO Finance LLC (a wholly owned subsidiary of DJO Global, Inc.) is a global developer, manufacturer and distributor of medical devices with a broad range of products used for rehabilitation, pain management and physical therapy. The Company's product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular therapy systems and compression garments, therapeutic shoes and inserts, electrical stimulators used for pain management and physical therapy products. The Company's surgical division offers a comprehensive suite of reconstructive joint products for the hip, knee and shoulder. Revenues exceed $1 billion. The company is owned by affiliates of The Blackstone Group, L.P. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. DOLPHIN ENTERTAINMENT: Swings to $6.9 Million Net Income in 2017 ---------------------------------------------------------------- Dolphin Entertainment, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net income of $6.91 million on $22.41 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $37.18 million on $9.39 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Dolphin Entertainment had $33.59 million in total assets, $27.52 million in total liabilities and $6.07 million in total stockholders' equity. The report from the Company's independent accounting firm BDO USA, LLP, the Company's auditor since 2014, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations from prior years, has an accumulated deficit, and a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Although the Company has net income for the year ended Dec. 31, 2017, it incurred losses for the year ended Dec. 31, 2016. The Company has recorded accumulated deficit of $92,899,680 and $99,812,204, respectively and a working capital deficit of $10,705,975 and $31,424,129, respectively, as of Dec. 31, 2017 and 2016 and therefore, the Company said, it does not have adequate capital to fund its obligations as they come due or to maintain or develop its operations. "The Company is dependent upon funds from private investors, proceeds from debt securities, securities convertible into shares of its Common Stock, sales of shares of Common Stock and support of certain stockholders. If the Company is unable to obtain funding from these sources within the next 12 months, it could be forced to liquidate," the Company stated in the Annual Report. Cash flows provided by operating activities for the year ended Dec. 31, 2017 were approximately $8.4 million compared to cash flows used by operating activities of approximately $15 million during the year ended Dec. 31, 2016. The increase in cash provided by operating activities is primarily due to (i) collection of receivables from the motion picture Max Steel and (ii) collection of production tax incentives related to Max Steel that were both used to pay the debt incurred for the production and P&A for the release of the motion picture. In addition, during the year ended Dec. 31, 2016, the Company used cash flows from operations of approximately $13 million for the prints and advertising and other expenses related to the release of Max Steel. Cash flows provided by investing activities for the year ended Dec. 31, 2017 were approximately $0.9 million as compared to $1.3 million of cash flows used by investing activities during the year ended Dec. 31, 2016. The increase in cash provided by investing activities is mainly due to restricted cash that became available and was used to pay a portion of its debt offset by purchases of fixed assets in the amount of $0.2 million and payment of a working capital adjustment in the amount of $0.2 million related to the 42West acquisition. Cash flows used for financing activities for the year ended Dec. 31, 2017 were approximately $4.6 million as compared to $14.5 million of cash flows provided by financing activities during the year ended Dec. 31, 2016. The increase in cash used for financing activities is primarily due to (i) the repayment of the debt incurred for the production and P&A for the release of Max Steel; (ii) repayment of two notes payable upon maturity and (iii) payment for put rights that were exercised by the sellers of 42West. During the year ended Dec. 31, 2017, the Company generated cash flows from financing activities by (i) sales of its common stock and warrants, including sales pursuant to the Offering (as defined later); (ii) proceeds from the line of credit; (iii) proceeds from notes payable and (iv) advances from its CEO. The Company generated cash flows from financing activities for the year ended Dec. 31, 2016 primarily from proceeds of loan and security agreements and the sale of its common stock. As of Dec. 31, 2017 and 2016, the Company had cash available for working capital of approximately $5.3 million and approximately $0.7 million, respectively, and a working capital deficit of approximately $10.2 million and approximately $31.4 million, respectively. The Company said it does not currently have sufficient assets to repay its debt in full when due, and its available cash flow may not be adequate to maintain its current operations if it were unable to repay, extend or refinance such indebtedness. "If we are not able to generate sufficient cash to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying digital or film productions, selling assets, restructuring or refinancing our indebtedness or seeking additional debt or equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms or at all and our indebtedness may affect our ability to continue to operate as a going concern." A full-text copy of the Form 10-K is available for free at: https://is.gd/8KKEaT About Dolphin Entertainment Based in Coral Gables, Florida, Dolphin Entertainment, Inc., formerly Dolphin Digital Media, Inc., is an independent entertainment marketing and premium content development company. Through its recent acquisition of 42West, LLC in March 2017, the Company provides strategic marketing and publicity services to all of the major film studios, and many of the leading independent and digital content providers, as well as for hundreds of A-list celebrity talent, including actors, directors, producers, recording artists, athletes and authors. Visit www.dolphinentertainment.com for more information. EAGLE INTERMEDIATE: Moody's Assigns B1 CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service has assigned a first-time B1 Corporate Family Rating ("CFR") to Eagle Intermediate Global Holding B.V. (the Lycra Company). At the same time, Moody's has assigned B1 ratings to the company's proposed $500 million and EUR250 million senior secured notes. The rating outlook is stable. The proceeds from the notes issuance will be used to fund the acquisition of the Lycra company by Shandong Ruyi Technology Group Co., Ltd. (B2 stable) and other investors from INVISTA Equities, LLC. (Ba1 stable). The total acquisition price of $2.6 billion will be funded by the proposed notes issuance and equity injection by Ruyi and other investors. The acquisition, which is still subject to regulatory approvals, is expected to close in Q2 2018. Assignments: Issuer: Eagle Intermediate Global Holding B.V. -- Corporate Family Rating, Assigned B1 -- Probability of Default Rating, Assigned B1-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Gtd. Senior Secured 1st Lien USD Notes due 2025, Assigned B1 (LGD4) (Co-issuer: Ruyi US Finance LLC) -- Gtd. Senior Secured 1st Lien EUR Notes due 2023, Assigned B1 (LGD4) (Co-issuer: Ruyi US Finance LLC) -- Outlook, Assigned Stable The assigned ratings are subject to Moody's review of the final terms and conditions of the proposed transaction. RATINGS RATIONALE "The Lycra company's credit profile is supported by its leading market position in the spandex industry with well-known brands and its long-term relations with textile mills and garment manufacturers that strengthen sales visibility," says Jiming Zou, a Moody's Vice President and Lead Analyst for the company. The company's premium Lycra brand, which accounts for about two thirds of the revenues, is priced twice or three times of the generic spandex and has demonstrated resilience against changes in raw material prices. Moody's expect the company's continuous R&D efforts, ability to launch new products and strategic plan to shift product mix to higher-margin spandex will support its margins against generic competition and cost inflations. Additionally, the company should be able to better capture the growth opportunities for spandex in Asia, after the acquisition by a major Chinese textile manufacturer. Demand for performance fabrics such as spandex continues to increase, driven by a growing middle class in China and other emerging countries. The company's adjusted debt/EBITDA leverage, after the proposed notes issuance, will be approximately 3.5x, which is strong for the assigned B1 rating. Minimal capex is required for modifications of its facilities for production efficiencies and switching to premium spandex production. As the rate of expansion and investment will remain broadly similar as in the past, the company's free cash flow will continue to be strong in 2018 and beyond, even incorporating interest payments and costs associated with operation as a standalone entity. However, the Lycra company's rating is constrained by the weaker credit profile of its new majority owner-Shandong Ruyi Technology Group Co., Ltd. (B2 stable), which will control about 67% of the equity stake in the Lycra company. The weaker credit profile of the parent raises uncertainty with regard to the financial policy and the potential need to support the parent. Ruyi indicated that it doesn't plan to take dividends from the Lycra company. However, in Moody's view, distributions may be needed to help its parent service ongoing financial expenses associated with the likely debt-funded equity injection to acquire the company. The rating also factors in the company's relatively small scale, sales concentration on spandex, and narrow end-market applications in apparel and hygiene. In particular, the capacity expansion in the spandex industry resulted in prices and earnings pressure on generic products and value-priced brands. While the company primarily focuses on the premium Lycra brand (69% of sales in 2017) with more stable margins, it also sells value-priced brand ELASPAN (14%) that saw price declines in the last three years. Moreover, Asian competitors are likely to grow faster, improve their technological knowhow and accelerate the lifecycle of spandex products in the coming years. With the company's strong footprint in the industry and continuous R&D efforts to launch new products, Moody's expect customer attrition is a medium to long term risk to the company rather than a short term one. The company's EBITDA margin will continue to be affected by the volatile prices of its key raw materials, in particular, natural gas, PTMEG, MDI, methanol and nylon intermediates. PTMEG is the key raw material for producing spandex and is sourced partially through its La Porte facility, leaving the company exposed to the raw material price volatility for its remaining spandex production. Moody's expect the Lycra company to have good liquidity (SGL-2) supported by Moody's expectations of positive free cash flow in the next 12 months, about $50 million cash balance and undrawn $100 million revolving credit facility at the closing of the transaction. The company will have no major debt maturities until the revolver expires in five years. The revolving credit facility has a springing financial covenant of maximum consolidated net leverage, which will be set with an initial 30% cushion in EBITDA and will only be tested once the drawn amount exceeds 25% of the principal amount of the revolver. Moody's expect the company to remain in compliance under its covenants. The proposed senior secured notes are rated B1, in line with the CFR, given their preponderance in the debt capital structure. The stable rating outlook reflects Moody's expectations that the company will keep market leadership in spandex, maintain strong credit metrics and continue free cash flow generation in the next 12-18 months. Moody's could consider upgrading the rating, if it is able to increase its business scale and improve product diversification, sustains its EBITDA margin above 20%, consistently generates free cash flow and maintains debt/EBITDA below 3.5x. An upgrade would also depend on a track record of prudent financial policy, as well as an improvement in the credit profile of its parent. The rating could be downgraded, if the company's performance deteriorates or it undertakes a large debt-funded acquisition or makes large shareholder distributions. Specifically, the rating could be downgraded if EBITDA margin falls below 15%; or its debt/EBITDA ratio rises above 4.5x. In addition, a weakening credit profile of its parent could weigh on the ratings or outlook. Eagle Intermediate Global Holding B.V. (the Lycra company) is a leading producer of man-made fibers, including spandex, polyester and nylon, which are used by many apparel brands. Its owns well-known brands such as LYCRA, ELASPAN, COOLMAX® and THERMOLITE®, each of which provides garments with desired functional performance. The company operates six manufacturing facilities in North America, Europe, Asia and South America. As of 2017, it generated about $1.1 billion revenues. The principal methodology used in these ratings was Chemical Industry published in January 2018. EIHAB H TAWFIK: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Eihab H. Tawfik, M.D., P.A. dba Christ Medical Center dba Town Center Medical Celebration 7394 West Gulf to Lake Highway Crystal River, FL 34429 Business Description: Eihab H. Tawfik, M.D., P.A. is an internist in Crystal River, Florida. Dr. Eihab Tawfik is skilled at diagnosing & treating a large array of ailments & disorders in adults. Chapter 11 Petition Date: April 11, 2018 Case No.: 18-01164 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Hon. Jerry A. Funk Debtor's Counsel: Justin M. Luna, Esq. LATHAM, SHUKER, EDEN & BEAUDINE, LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lseblaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eihab H. Tawfik, director and president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb18-01164.pdf ENSEQUENCE INC: Cancels Auction, to Proceed with Sale to Lender --------------------------------------------------------------- Ensequence, Inc. did not push through with the April 12 auction of substantially all of the Debtor's assets. Ensequence cancelled the auction after failing to receive any competing bids, Stephen J. Astringer, Esq., at POLSINELLI PC, advised the U.S. Bankruptcy Court in Delaware. The Debtor will proceed with the sale to ESW Capital, LLC, which has committed to provide up to $1.5 million in DIP financing to fund the Chapter 11 proceedings. ESW's Stalking Horse Bid proposes to acquire the entirety of the reorganized Debtor's equity interests, including all assets constituting property of the Debtor's estate -- including, without limitation, all of the intellectual property, cash, accounts receivable and estate causes of action -- through a plan of reorganization, with ESW or its affiliate serving as the plan sponsor. The plan of reorganization proposes a material distribution to prepetition secured and unsecured creditors and provides for a replacement DIP financing facility to finance the Debtor's ongoing operations, as well as administration of the Debtor's estate, including the plan negotiation and solicitation process, prior to occurrence of the effective date of the plan. ESW as Plan Sponsor will contribute $2,000,000 to fund the Debtor's plan of reorganization on the Effective Date of the Plan. The Plan Consideration will be allocated as follows: (a) $1,800,000 to fund distributions to holders of allowed Administrative Claims, Prepetition Secured Party Claims and Other Secured Claims; and (b) $200,000 to fund distributions to holders of Priority Tax Claims and Other Priority Claims, with the remainder used to fund General Unsecured Claims. On the effective date of the Confirmed Plan, the Debtor's prepetition equity interests will be retired, cancelled, extinguished and/or discharged and 1,000 shares of new equity interests in the Reorganized Debtor(s) will be issued. The New Equity will be free and clear of all liens, claims, rights, interests, security interests and encumbrances of any kind (except those, if any, that are expressly approved in writing by the Plan Sponsor in its sole and absolute discretion) as provided for in the Plan. ESW had provided the Debtor with a DIP facility to replace the debtor-in-possession credit facility previously extended to the Debtor by Myrian Capital Fund LLC. The funds provided under the ESW DIP Facility accrues interest at a non-default interest rate of 4%. The funds provided under the ESW DIP Facility shall not exceed $1,500,000, the Debtor's use of such funds will be pursuant to a budget, and any unused funds as of the Effective Date shall be returned to the DIP Lender. ESW has the option to convert a portion of the obligations outstanding under the ESW DIP Facility into shares of the New Equity at the rate of 10% of the Outstanding DIP per 60 shares of the New Equity, up to a maximum of 100% of the Outstanding DIP for 600 shares of the New Equity. ESW requires that the Debtor exit bankruptcy protection by July 16, 2018. Otherwise, ESW has the option to terminate the deal. The Bankruptcy Court's Revised Order dated February 27, 2018, provided that (i) the bidding deadline was April 11, 2018, at 4:00 p.m. (ET); (ii) in the event of one or more Qualified Bids, the Auction would be held April 12, 2018, at 10:00 a.m.; and (iii) in the event that the Debtor did not receive at least two Qualified Bids, after consultation with interested parties, the Auction may be cancelled. The Court's order dated March 26, 2018, designated ESW as stalking horse bidder. The order provided that ESW is entitled to a breakup fee of $75,000 and expense reimbursement of $25,000 in the event the Debtor consummates the asset sale with another buyer. The order also provided that a potential bidder must include a purchase price or competing plan proposal of at least $2,200,000 to be considered a qualified bid. Ensequence said in a March court filing that the designation of ESW as the Stalking Horse Bidder has sound business justification because the ESW Stalking Horse Bid provides a substantial recovery to Myrian, as the Prepetition Secured Party; payment of priority unsecured claims; a meaningful distribution to general unsecured creditors; and a path to exit the bankruptcy process. Notably, the distribution to general unsecured creditors is the result of the good-faith agreement of the Prepetition Secured Party. As provided in the ESW Stalking Horse Bid, Myrian has agreed to forgo $200,000 from the plan consideration, which funds the Prepetition Secured Party would otherwise be entitled to receive in the event of a Bankruptcy Code section 363 sale or liquidation. In the context of the ESW Stalking Horse Bid, the Prepetition Secured Party has also agreed to waive its right to share in the distribution to general unsecured creditors. In addition, the ESW Stalking Horse Bid provides for DIP financing to fund the Debtor's operations through confirmation of a plan of reorganization. ESW is not affiliated with or otherwise related to Myrian or any other party in this case. ESW has net liquidating equity value in excess of $20 million as of its March 12, 2018 closing period held with BTIG LLC and custodied at Pershing LLC. The Debtor is represented by: Christopher A. Ward, Esq. Stephen J. Astringer, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 E-mail: cward@polsinelli.com sastringer@polsinelli.com - and - Jeremy R. Johnson, Esq. POLSINELLI PC 600 3rd Avenue, 42nd Floor New York, New York 10016 Telephone: (212) 684-0199 Facsimile: (212) 684-0197 E-mail: jeremy.johnson@polsinelli.com Counsel to Myrian, the Debtor's prepetition secured party: Darren Azman, Esq. and McDermott Will & Emery LLP 340 Madison Avenue New York, NY 10173-1922 - and - Justin Alberto, Esq. Bayard, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 About Ensequence Ensequence, Inc., is a privately owned Delaware corporation engaged in the business of making advertisements on television more interactive and measurable. The Company was formed in 2001 as a provider of tools for building interactive television applications for television networks, advertisers and distributors of network television. During the period from 2013 to the present, the Company expanded its focus to include manufacturers of "smart televisions." Throughout its history, the Company has partnered with national cable networks (e.g., MTV, NBC, ESPN, CNN, HBO, etc.), traditional distributors (e.g., Comcast, Time Warner Cable, DIRECTV, etc.), and television manufacturers (e.g., Samsung, LG, Sony, etc.). One year ago, the Company had approximately 50 employees, but as of the Petition Date, the Debtor has five full-time employees executing its strategic plan. Ensequence, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10182) on Jan. 30, 2018. In the petition signed by CRO Michael Wyse, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kevin Gross. The Debtor tapped Christopher A. Ward, Esq. of Polsinelli PC as its bankruptcy counsel; Outside General Counsel Services, P.C., as its general corporate counsel; Wyse Advisors LLC as its restructuring advisor; and Rust Consulting/Omni Bankruptcy as its notice, claims, balloting agent and administrative advisor. The prepetition lender is represented by McDermott Will & Emery. The Office of the U.S. Trustee on Feb. 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ensequence, Inc. ENSONO LP: Moody's Assigns First Time B3 CFR; Outlook Stable ------------------------------------------------------------ Moody's Investors Service has assigned a first-time B3 corporate family rating (CFR) and a B3-PD probability of default rating (PD) to Ensono, LP (Ensono). Moody's has also assigned a B2 (LGD3) rating to the company's proposed $520 million senior secured 1st lien credit facility, which consists of a $460 million 7 year term loan and a $60 million 5 year revolver, and a Caa2 (LGD6) rating to the company's senior secured 2nd lien 8 year term loan. The proceeds from the secured credit facilities will be used to finance the acquisition of Wipro Data Center and Cloud Services, Inc.'s hosted data center services business (DCS), refinance existing indebtedness, and pay fees and expenses related to the transaction. The outlook is stable. Assignments: Issuer: Ensono, LP -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B3 -- Gtd Senior Secured 1st lien revolving credit facility, Assigned B2 (LGD3) -- Gtd Senior Secured 1st lien term loan, Assigned B2 (LGD3) -- Gtd Senior Secured 2nd lien term loan, Assigned Caa2 (LGD6) Outlook Actions: Issuer: Ensono, LP -- Outlook, Assigned Stable RATINGS RATIONALE Ensono's B3 CFR reflects its small scale, high leverage, customer concentration, the associated risks of integrating DCS with its operations, and Moody's expectation of negative free cash flow for at least the next 12 to 18 months as a result of the company's growth profile. These limiting factors are offset by Ensono's stable base of contracted recurring revenue and established position within the market of managed mainframe services for enterprises, which continues to grow and benefits from increasing outsourcing trends. Moody's expects Ensono will have elevated capital spending in the first few years post-acquisition of DCS primarily due to one-time integration costs to achieve synergies, one-time facility remediation investments, and significant success-based capital investments associated with new customer signings. However, after the integration of DCS is complete, Moody's anticipates Ensono's capital intensity will fall and the company will transition to positive free cash flow. The business model includes anticipated growth in public cloud which is asset-light. Moody's expects Ensono's pro forma leverage (Moody's adjusted) to be above 6x at year end 2018. For year end 2019, Moody's expects leverage (Moody's adjusted) to approach 5x, driven by revenue growth and margin expansion as synergies are further realized. Moody's expects Ensono to have adequate liquidity over the next 12 months. Following the transaction close, Moody's expects Ensono to have less than $10 million of cash on the balance sheet and an undrawn $60 million revolving credit facility. Moody's projects negative free cash flow for 2018 driven by high capital intensity associated with growing the business and integrating DCS into its operations. The revolver will contain a springing leverage covenant to be tested when the revolver is greater than 30% drawn, and Moody's expects the covenant to be set with ample cushion in the new credit agreement. The ratings for the debt instruments reflect both the probability of default of Ensono, to which Moody's assigns a probability of default rating (PDR) of B3-PD, and individual loss given default (LGD) assessments. The senior secured first lien credit facilities are rated B2 (LGD3), one notch higher than the CFR, given the loss absorption provided by the 2nd lien facility, rated Caa2 (LGD6). The senior secured credit facilities are guaranteed on a senior secured basis by all current and future domestic restricted subsidiaries. The stable outlook reflects Moody's view that Ensono will produce strong revenue and EBITDA growth, synergies from the DCS acquisition will remain on track and be realized, and leverage will meaningfully improve over the next two years. Moody's could consider a rating upgrade if leverage (Moody's adjusted) were to fall below 5x and if the company generates positive free cash flow, both on a sustainable basis. Downward rating pressure could develop if liquidity becomes strained or if leverage (Moody's adjusted) stays above 6x for an extended period. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Headquartered in the Chicago area, Ensono is a hybrid IT managed service provider focused on mission critical workloads for enterprise customers in the US and UK. ERICSON & ASSOCIATES: Case Summary & 2 Unsecured Creditors ---------------------------------------------------------- Debtor: Ericson & Associates, LLC 400 North Front Street Memphis, TN 38103 Business Description: Ericson & Associates, LLC listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 11, 2018 Case No.: 18-23122 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: Hon. Jennie D. Latta Debtor's Counsel: Ted I. Jones, Esq. JONES & GARRETT LAW FIRM 2670 Union Ave., Ext., Suite 1200 Memphis, TN 38104 Tel: (901) 526-4249 Fax: (901) 525-4312 E-mail: dtedijones@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Greg Ericson, member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/tnwb18-23122.pdf EV ENERGY: Receives Delisting Notice from Nasdaq ------------------------------------------------ EV Energy Partners, L.P., received a letter from the listing qualifications department staff of the NASDAQ Stock Market on April 3, 2018, notifying the Company that, as a result of the Chapter 11 cases and in accordance with NASDAQ Listing Rules 5101, 5110(b) and IM-5101-1, NASDAQ has determined that the Company's common units representing limited partner interests will be delisted from the NASDAQ Capital Market. Accordingly, unless the Company requests an appeal of this determination, trading of the common units will be suspended at the opening of business on April 12, 2018, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's common units from listing and registration on the NASDAQ Capital Market. The Company currently intends to request an appeal of this determination. As previously disclosed, on July 17, 2017, NASDAQ notified the Company that the bid price of its common stock had closed below $1 per share for 30 consecutive trading days and accordingly the Company was not in compliance with NASDAQ Listing Rule 5450(a)(1). About EV Energy EV Energy Partners, L.P. -- https://www.evenergypartners.com/ -- is a publicly traded, master limited partnership engaged in acquiring, producing and developing oil and natural gas properties. The Company is headquartered in Houston, Texas. On April 2, 2018, EV Energy Partners and 13 of its subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The Debtors are seeking joint administration of their cases under the lead case 18-10814 before Judge Christopher S. Sontchi. The Debtors listed total assets of $1,441,805,000 and total debts of $813,793,000 as of Dec. 31, 2017. The Debtors have hired Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Parella Weinberg Partners LP as financial advisor; Deloitte & Touche LLP as restructuring advisor; and Prime Clerk LLC as notice, claims & balloting agent and administrative advisor. FARWEST PUMP: Seeks to Hire Tingle Auctioneering ------------------------------------------------ Farwest Pump Company seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire an auctioneer. The Debtor proposes to employ Tingle Auctioneering to assist in liquidating certain equipment. The firm will get a commission of 10% of the sale proceeds and will not charge the Debtor for assembling, storing or advertising the equipment so long as the Debtor delivers the equipment to the auction sites. Bruce Tingle, an employee of Tingle Auctioneering, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bruce Tingle Tingle Auctioneering 2477 West Airport Road Willcox, AZ 85643 Mobile: 520-403-0094 Email: btauction@vtc.net About Farwest Pump Company Based in Tucson, Arizona, Farwest Pump Company -- http://farwestwell.com/-- is a small organization that provides well drilling services to all of the southwest United States. Farwest also offers a wide variety of related services including sonar jet, municipal water systems, electrical control systems, complete machine shop, and environmental and geothermal services. Founded in 1982, Farwest is a licensed, bonded, and insured company with locations in Tucson, Willcox and Las Cruces. It is owned and operated by Clark and Channa Vaught. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11112) on September 20, 2017. Channa Vaught, its president, signed the petition. At the time of the filing, the Debtor disclosed $2.51 million in assets and $1.85 million in liabilities. Judge Brenda Moody Whinery presides over the case. FERRO CORP: Moody's Rates New Term Loans & Upsized Revolver Ba3 --------------------------------------------------------------- Moody's Investors Service has assigned Ba3 ratings to Ferro Corporation's new term loans, as well as its upsized $500 million revolving credit facility. The proceeds from the issuance will be used to refinance the company's existing term loans and for future business acquisitions as well as general business purposes. Ferro's existing Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating, SGL-2 and existing instrument ratings remain unaffected by the proposed issuance. Ratings assigned: Issuer: Ferro Corporation $355 million Gtd. Sr. Sec. 1st Lien Term Loan Tranche B-1 due 2024 -- Ba3 (LGD3) $235 million Gtd. Sr. Sec. 1st Lien Term Loan Tranche B-2 due 2024 -- Ba3 (LGD3) $230 million Gtd. Sr. Sec. 1st Lien Term Loan Tranche B-3 due 2024 -- Ba3 (LGD3) $500 million Gtd. Sr. Sec. 1st Lien Revolving Credit Facility due 2023 -- Ba3 (LGD3) Ratings unchanged: Issuer: Ferro Corporation Corporate Family Rating -- Ba3 Probability of Default Rating -- Ba3-PD Speculative Grade Liquidity Rating - SGL-2 $357.5 million Gtd. Sr. Secured Term Loan Tranche B due 2024 -- Ba3 (LGD3) to be withdrawn upon closing EUR250 million Gtd. Sr. Secured Term Loan Tranche B due 2024 -- Ba3 (LGD3) to be withdrawn upon closing $400 million Gtd. Sr. Sec. 1st Lien Revolving Credit Facility due 2022 -- Ba3 (LGD3) to be withdrawn upon closing Outlook -- Stable RATINGS RATIONALE Ferro's proposed new term loan issuance will be net debt neutral at the close of the transaction and provide the company with excess cash to meet its $150 million spending plan in acquisitions in 2018. Moody's expect most of the acquisitions will be bolt-on in nature with reasonable multiples, and the company's sound free cash flow generation indicate a strong potential for deleveraging. As evidenced in the last three years (2015 to 2017), Ferro completed a large number of acquisitions while maintaining its adjusted debt/EBITDA in the range of 4.3x and 4.6x (before full-year integration of acquired businesses, but including Moody's standard adjustments). However, its acquisitive growth plans raise integration risk and the potential for elevated leverage for an extended period of time; and transparency of such deals due to the typically nonpublic nature of its targets and dependence on pro forma earnings. While Moody's expects Ferro's adjusted pro-forma debt/EBITDA at about 4.0x at the end of 2018, which is relatively high for the rating, its broadening product portfolio, strong earnings growth and positive free cash flow generation are mitigating factors. Management maintains a pipeline of acquisition targets that would add to Ferro's product and technology portfolio as well as improve its market position and global reach. Besides acquisitions, the company has realized sales growth by creating cross-selling opportunities and accelerating product innovation and optimization. Product innovation and cost optimization have mitigated the impact of rising raw material costs, as evidenced in its strong sales and earnings growth in 2017. Ferro's Ba3 CFR continues to reflect its large customer base in diverse end markets, sound geographic diversification, as well as continuing efforts to reduce cost, improve efficiency and raise profitability. Credit risks for Ferro's include its small revenue base of $1.4 billion in 2017 and its acquisition-driven business model. Ferro's Speculative Grade Liquidity of SGL-2 reflects a good liquidity profile supported by its positive free cash generation, a cash balance of $64 million, as well as $322 million available under the revolving credit facility as of December 31, 2017. As part of the proposed transaction, Ferro plans to upsize its revolving credit facility by $100 million to $500 million, which gives additional liquidity buffer for general corporate purposes and for acquisitions. Financial covenants will remain intact for the upsized revolver, with a maximum total net leverage ratio of 4.25x for the first twelve months and 4.0x thereafter; with a step-up to 4.25x for four fiscal quarters following any acquisition in excess of $75 million. Moody's anticipate that Ferro will remain comfortably in compliance with its covenants through 2018. The Ba3 ratings for all of Ferro's existing and proposed debt instruments reflect their expected equal recovery rates, as they are all first lien senior secured instruments and share a customary collateral allocation mechanism providing for an equitable allocation among them. The outlook is stable reflecting Ferro's improved sales growth and profits after integrating acquired businesses and realizing synergies and cost savings. Its broadening product portfolio, strong earnings growth and positive free cash flow generation offset some of the transaction risk associated with its acquisitive growth strategy and indicate its ability to reduce its elevated leverage. While there is limited upside to the rating at this time because of the companies stated strategy for acquisitive growth, including the potential for transformational acquisitions, if revenues increase, Debt/EBITDA is sustainably below 3.0x, EBITDA margins are sustained in the mid-teens or higher, and if 20% RCF/Debt is sustainably realized, Moody's could contemplate a higher rating. Conversely, given the small revenue base, Moody's expects its credit metrics to be strong for the rating category, such that the rating could come under pressure if Debt/EBITDA sustainably exceeds 3.75x and RCF/Debt under 10% (all ratios include Moody's Standard Adjustments). The principal methodology used in these ratings was Chemical Industry published in January 2018. Ferro Corporation, headquartered in Cleveland, Ohio, is a global producer of specialty materials including glass-based coatings, enamels, pigments, and polishing materials for use in industries ranging from construction to automotive to telecommunications. Ferro operates through three business segments; Performance Coatings, Performance Colors and Glass, and Pigments, Powders and Oxides. Revenues were $1.4 billion in 2017. FRANKLIN ACQUISITIONS: Creditors Seek Appointment of Ch. 11 Trustee ------------------------------------------------------------------- Ivan Aguilera and IGSFA Management, LLC, request the U.S. Bankruptcy Court for Western District of Texas to convert Franklin Acquisitions LLC's Chapter 11 proceeding to one under Chapter 7 of the Bankruptcy Code, or in the alternative, to appoint a Trustee in this case. This Debtor is owned and controlled by William D. Abraham -- the Debtor in Case No. 18-30184. As shown in the Motion filed in that case, Mr. Abraham cannot be trusted in this case or with his properties as well. Thus, a trustee needs to be appointed promptly. Aguilera and IGSFA believe that the majority of the properties in this case were fraudulently transferred to it on June 7, 2017, after the recording of Aguilera's and IGSFA's judgments, although the deeds were dated July 2014. Based on the Debtor's conduct, Aguilera and IGSFA assert that the Debtor is not someone who can be trusted to maintain its properties. Accordingly, Aguilera and IGSFA contend that a qualified bankruptcy trustee could competently perform liquidation the assets of the estate in an efficient and expeditious manner. Attorneys for Ivan Aguilera and IGSFA Management, LLC: Harrel L. Davis III, Esq. Gordon Davis Johnson & Shane P.C. 4695 N. Mesa Street El Paso, Texas 79912 Phone: (915) 545-1133 Fax: (915) 545-4433 Email: hdavis@eplawyers.com About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott presides over the case. Maynez Law is the Debtor's legal counsel. GASTAR EXPLORATION: Declares $10.9M Special Cash Dividends ---------------------------------------------------------- Gastar Exploration Inc. has declared special cash dividends on its 8.625% Series A Preferred Stock and its 10.75% Series B Preferred Stock to pay in full all accumulated and unpaid cash dividends on both of its outstanding series of preferred stock. Primarily in response to the decline in oil prices and to preserve liquidity, Gastar had previously suspended the payment of monthly cash dividends on both outstanding series of its preferred stock as of Aug. 1, 2017. The total amount of the declared dividend payments is approximately $10.9 million. The dividend on the Series A Preferred Stock and Series B Preferred Stock is payable on April 30, 2018 to holders of record at the close of business on April 20, 2018. The Series A Preferred Stock April 2018 dividend payment will include all accumulated and unpaid dividends accrued since Aug. 1, 2017 at an annualized 8.625% through the payment date, which is equivalent to $1.617188 per share, based on the $25.00 per share liquidation preference. The Series A Preferred Stock is currently listed on the NYSE American and trades under the ticker symbol "GST.PRA." The Series B Preferred Stock April 2018 dividend payment will include all accumulated and unpaid dividends accrued since Aug. 1, 2017 at an annualized 10.75% through the payment date, which is equivalent to $2.015625 per share, based on the $25.00 per share liquidation preference. The Series B Preferred Stock is currently listed on the NYSE American and trades under the ticker symbol "GST.PRB." About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. -- http://www.gastar.com/-- is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Gastar's principal business activities include the identification, acquisition and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in what is believed to be the core of the STACK Play, an area of central Oklahoma which is home to multiple oil and natural gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford and Hunton formations. Gastar Exploration reported a net loss attributable to common stockholders of $61.22 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $103.53 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Gastar Exploration had $380.12 million in total assets, $411.95 million in total liabilities and a total stockholders' deficit of $31.82 million. * * * In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate credit rating, with a negative outlook, on Gastar Exploration. Subsequently, S&P withdrew all its ratings on Gastar at the issuer's request. In April 2017, Moody's Investors Service withdrew all assigned ratings for Gastar Exploration, including the 'Caa3' Corporate Family Rating, following the elimination of all of its rated debt. GLYECO INC: Incurs $1.1 Million Net Loss in Fourth Quarter ---------------------------------------------------------- GlyEco, Inc. reported a net loss of $1.1 million for the quarter ended Dec. 31, 2017, compared to a net profit of $283,000 for the quarter ended Dec. 31, 2016. The Company's sales for the quarter ended Dec. 31, 2017, were $3.6 million compared to $1.4 million for the quarter ended Dec. 31, 2016, representing an increase of $2.1 million, or approximately 148%. Its Consumer Segment represented $1.6 million in revenues and its Industrial Segment represented $2.0 million in revenues for the quarter. The Company reported a gross profit of $603,000 for the quarter ended Dec. 31, 2017, compared to a gross profit of $131,000 for the quarter ended Dec. 31, 2016, representing an increase in its gross margin to 17% in the quarter ended Dec. 31, 2017 compared to 9% in the quarter ended Dec. 31, 2016. Its Consumer Segment represented $134,000 in gross profit and was negatively impacted by volume and low production. Its Industrial Segment represented $469,000 in gross profit and was positively impacted by volume and increasing market prices. The Company reported operating expenses of $1.6 million for the quarter ended Dec. 31, 2017, compared to $776,000 for the quarter ended Dec. 31, 2016, representing an operating expense ratio of 45% compared to 54%. The increase in operating expenses included $200,000 of operating expenses related to the businesses and assets acquired in December 2016, primarily compensation and benefits, $150,000 of compensation and benefits related to additional sales, logistics and corporate employees, $110,000 of intangible amortization expense related to the businesses acquired in December 2016, $125,000 related to sales and marketing training, strategy and brand analysis, and development of sales tools, $100,000 related to the implementation of the Company's new ERP system and other infrastructure projects, and $50,000 of bad debt expense. The Company estimates that about $300,000 of the $819,000 of incremental expenses are non-recurring in nature and will decline during 2018 as projects are completed and the Company continues to refine its operations. The Company reported an operating loss of $1.0 million for the quarter ended Dec. 31, 2017, compared to a $645,000 operating loss for the quarter ended Dec. 31, 2016. The Company reported adjusted EBITDA of $(549,000) for the quarter ended Dec. 31, 2017, compared to $(408,000) for the quarter ended Dec. 31, 2016. Commenting on the fourth quarter 2017 results, Ian Rhodes, President and chief executive officer said, "The fourth quarter of 2017 was one of our strongest quarters of the year. Revenues were $3.6 million for the quarter. Our gross margin ratio was 17% and our operating expense ratio was 45%. Our operating expense was negatively impacted by non-recurring costs related to our ERP implementation and other infrastructure projects, sales and marketing training, strategy and brand analysis, and development of sales tools and certain compensation expenses of approximately $300,000. We expect these costs will decline during 2018 as projects are completed and we continue to refine our operations." A full-text copy of the press release is available at: https://is.gd/2RV7B4 About GlyEco, Inc. GlyEco -- http://www.glyeco.com/-- is a developer, manufacturer and distributor of performance fluids for the automotive, commercial and industrial markets. The Company specializes in coolants, additives and complementary fluids. The Company's network of facilities, develop, manufacture and distribute products including a wide spectrum of ready to use anti-freezes and additive packages for the antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. The Company is headquartered in Rock Hill, South Carolina. Glyeco incurred a net loss of $5.18 million for the year ended Dec. 31, 2017, compared to a net loss of $2.26 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Glyeco had $13.01 million in total assets, $9.14 million in total liabilities, and $3.86 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2017, has an accumulated deficit of $41,996,598 as of Dec. 31, 2017 and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GLYECO INC: Wynnefield Entities Have 32.2% Stake as of April 6 -------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the Wynnefield Partners reporting persons disclosed that they beneficially owned in the aggregate 54,797,748 shares of Common Stock, constituting approximately 32.2% of the outstanding shares of common stock of GlyEco, Inc., as of April 6, 2018. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 170,438,061 shares of Common Stock outstanding as of April 4, 2018 which includes (i) 165,438,061 shares of Common Stock outstanding as of March 30, 2018 as set forth in the Issuer's Annual Report on Form 10-K filed with the Commission on April 2, 2018; and (ii) 5,000,000 warrants to purchase shares of Common Stock beneficially owned by the Wynnefield Reporting Persons. The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons: Percentage Number of of Outstanding Name Common Stock Common Stock ---- ------------ -------------- Wynnefield Partners 28,024,109 16.4% Small Cap Value, L.P. Wynnefield Partners 16,415,862 9.6% Small Cap Value, L.P. Wynnefield Small Cap 9,271,237 5.5% Value Offshore Fund, Ltd. Wynnefield Capital, Inc. 1,086,540 0.7% Profit Sharing & Money Purchase Plan Wynnefield Capital Management, LLC 44,439,971 26.1% Wynnefield Capital, Inc. 9,271,237 5.5% Nelson Obus 54,797,748 32.2% Joshua Landes 54,797,748 32.2% The securities reported as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $9,051,809 (including brokerage commissions). All those funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own those securities. On April 6, 2018, the Company issued to each of Wynnefield Partners I and Wynnefield Partners (i) 10% Senior Unsecured Promissory Notes in the principal amounts of $607,600 and $392,400, respectively; and (ii) warrants to purchase an aggregate of 3,437,500 shares of Common Stock. The 10% Notes will mature on May 6, 2019, or at an earlier date consistent with Section 4 of the 10% Note. The 10% Notes bear interest at a rate of 10% per annum due on the 10% Note Maturity Date or as otherwise specified by the 10% Note. The 10% Notes contain standard events of default, including: (i) failure to repay the 10% Note when it is due at maturity; (ii) failure to pay any interest payment when due; and (iii) other standard events of default. A full-text copy of the regulatory filing is available at: https://is.gd/hrznny About GlyEco, Inc. GlyEco -- http://www.glyeco.com/-- is a developer, manufacturer and distributor of performance fluids for the automotive, commercial and industrial markets. The Company specializes in coolants, additives and complementary fluids. The Company's network of facilities, develop, manufacture and distribute products including a wide spectrum of ready to use antifreezes and additive packages for the antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. The Company is headquartered in Rock Hill, South Carolina. Glyeco incurred a net loss of $5.18 million for the year ended Dec. 31, 2017, compared to a net loss of $2.26 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Glyeco had $13.01 million in total assets, $9.14 million in total liabilities, and $3.86 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2017, has an accumulated deficit of $41,996,598 as of Dec. 31, 2017 and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GYP HOLDINGS: Moody's Affirms B1 CFR; Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed GYP Holdings III Corp.'s (GYP) dba GMS Inc. (GMS) B1 Corporate Family Rating and B1-PD Probability of Default Rating following company's recent announcement that it is acquiring WSB Titan (Titan). In related rating actions, Moody's assigned a B2 rating to company's new $1.0 billion secured term loan potentially due in 2025. $425 million of proceeds from new term loan will be used to partially fund acquisition of Titan, and balance of proceeds to repay GYP's existing senior secured term loan due 2023, at which time its B2 rating will be withdrawn. New term loan will have similar terms and conditions as those to existing term loan, with exception of maturity and potentially pricing. GYP's SGL-2 Speculative Grade Liquidity Rating is affirmed. Rating outlook is stable. GMS is acquiring Titan from affiliates of TorQuest Partners and management for $627 million (C$800 million). Acquisition of Titan, which management indicates is largest Canadian wallboard distributor, expands company's scale and footprint into Canada and reduces reliance on US private construction. With pro forma sales near $3.0 billion, GMS now has size, product breadth and geographic reach that should realize cost efficiencies with both suppliers and customers. Funding for the acquisition will come from $143 million in drawings against its current $345 asset-based senior secured revolving credit facility (unrated), $425 million in new term debt, $20 million in assumed liabilities, and $35 million of rollover equity form Titan management in form of GMS stock. Balance sheet debt is climbing to about $1.26 billion from $600 million at 3Q18 dated January 31, 2018 due to debt used for the Titan acquisition and conversion of operating leases to capital leases. Closing is expected by end of July 2018. Assignments: Issuer: GYP Holdings III Corp. -- Senior Secured Bank Credit Facility, Assigned B2 (LGD4) Affirmations: Issuer: GYP Holdings III Corp. -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed B1 Outlook Actions: Issuer: GYP Holdings III Corp. -- Outlook, Remains Stable RATINGS RATIONALE GYP's B1 Corporate Family Rating remains appropriate at this time, since Moody's expects improving debt credit metrics due to a combination of better earnings from volume growth, operating leverage and synergy savings. Moody's project revenues growing over next 12 to 18 months after closing on the purchase of Titan to slightly more than $3.2 billion from about $3.0 billion pro-forma through January 31, 2018 due to end market demand, and operating margins in 5% - 6% range over same time period. Debt leverage is trending towards 4.25x by mid-2019 from around 5.0x pro-forma at 1Q18. Leverage improvement comes from a combination of higher levels of earnings, and lower levels of balance sheet debt. Moody's forward view includes repayment of revolver borrowings and term loan amortization from free cash flow. Moody's estimates interest coverage, measured as EBITA-to-interest expense, in the 3.75x to 4.0x range over same time period. All ratios incorporate Moody's standard adjustments. Fundamentals for US private construction, from which the company will derive about 80% of pro forma revenues, remain sound and support future growth opportunities. Moody's expectations about financial performance considers trends in the National Association of Home Builders (NAHB) Remodeling Market Index -- an industry survey that gauges remodeling contractors' expectations of demand over the next three months. The Remodeling Market Index's overall reading was 59.8 in Q4 2017. Since Q1 2013, the index has been above 50, indicating the majority of contractors surveyed believe market conditions are expanding. Over next 12 to 18 months, Moody's anticipate the overall reading to remain in expansion mode. Moody's maintains a positive outlook for the domestic homebuilding industry and projects new housing starts will reach 1.27 million in 2018, 6% increase above 1.2 million in 2017. Moody's believe Canadian housing market is less volatile than US market, creating more earnings stability in a downturn. However, risks remain. Markets in which GMS operates are highly fragmented and competitive, with other distributors and manufacturers that sell directly to their respective customers. This competition could result in lower sales, prices, volumes and margins, which would adversely affect its business, financial condition and results of operations. Although fundamentals are sound now, US residential construction is very cyclical. Its embedded volatility poses a significant credit risk. This market could contract quickly and have a substantive negative impact on the company's financial profile, especially due to its low-margin business. Company is now subject to foreign exchange fluctuations, creating volatility in earnings which may distort operating performance. GYP's SGL-2 Speculative Grade Liquidity Rating reflects Moody's view that it will maintain a good liquidity profile, generating about free cash flow over next 12 months, which Moody's expect will be used for debt reduction. Good revolver availability is more than sufficient to meet any potential shortfall in operating cash flow to cover its working capital and capital expenditure needs. Beyond term loan amortization of about $10 million per year, there are no significant maturities over the next 12 months. Stable rating outlook reflects Moody's expectations GYP's credit profile, including leverage sustained below 4.5x, will remain supportive of its B1 Corporate Family Rating over the next 12 to 18 months while seamlessly integrating Titan. B2 rating assigned to GYP's senior secured term loan, one notch below the CFR, results from its effective subordination to company's revolving credit facility. This debt has a first lien on substantially all non-current assets and a second lien on assets securing revolving credit facility. Value of tangible assets comprising the first lien is a fraction of the amount owed, resulting in a lower recovery relative to the asset-based credit facilities. Even though the term loan also has a second-priority security interest in current assets, Moody's believe the benefits from the residual value of the second-lien collateral will be minimal in a distressed scenario. The term loan amortizes 1% per year with a bullet payment. Gypsum Management and Supply, Inc. (US) provides a guarantee. GMS Inc., issuer of audited financial statements, is indirect parent holding company of GYP Holdings III Corp., a holding company and lead borrower of the term loan. Gypsum Management and Supply, Inc. (US), a direct, wholly-owned subsidiary of GYP Holdings III Corp., is primary operating entity. GMS Inc. does not provide a downstream guarantee for GYP Holdings III Corp.'s bank debt, while such downstream guarantees exist for most rated peer companies. The company has indicated that GMS Inc. does not have material operations or assets that are not also within GYP Holdings III Corp. and its subsidiaries. Moody's expect to receive sufficient information to monitor differences between GYP Holdings III Corp. and the audited entity. Positive rating action is unlikely over intermediate term. Beyond then, upwards rating pressures could follow if operating performance exceeds Moody's forecasts and yields adjusted operating margins sustained near 7.5% and debt-to-EBITDA maintained below 3.0x (ratio includes Moody's standard adjustments), while sustaining its good liquidity profile. Negative rating actions could ensue if performance is below Moody's expectations, resulting in adjusted operating margins trending towards 3%, debt-to-EBITDA sustained above 4.5x, EBITA-to-interest expense remaining below 2.5x (all ratios incorporate Moody's standard adjustments), or company's liquidity profile deteriorates. Another large debt-financed acquisition or significant levels of dividends may also put downward pressure on ratings. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. GMS Inc., headquartered in Tucker, GA, is a North American distributor of wallboard, as well as acoustical and related building products following its acquisition of WSB Titan. AEA Investors, through its affiliates, is the largest shareholder. Pro forma revenues for 12 months through January 31, 2018 totaled approximately $3.0 billion. HCA HEALTHCARE: Moody's Hikes CFR to Ba1; Outlook Stable -------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating (CFR) of HCA Healthcare, Inc. ("HCA") to Ba1 from Ba2 and the Probability of Default rating to Ba1-PD from Ba2-PD. Moody's also upgraded the ratings of HCA's unsecured notes to Ba2 from B1 and upgraded the rating on the company's asset-based lending facility (ABL) to Baa1 from Baa2. Moody's affirmed the Ba1 ratings on the company's senior secured notes and senior secured credit facilities. Moody's also affirmed the Speculative Grade Liquidity Rating of SGL-1. The outlook on all ratings is stable. The upgrade of the CFR to Ba1 reflects HCA's continued track record of stable operating performance and strong cash flow despite a number of industry headwinds over the last 12 months. Recent changes to tax laws will significantly benefit HCA's cash flow. While the recently instated dividend offsets some of this benefit, Moody's expects that HCA will reduce its share repurchases commensurately with the dividend. This contributes to Moody's growing confidence that HCA will generally maintain leverage at the low-to-mid end of its stated leverage target range of 3.5x to 4.5x (or 4.0x to 5.0x including Moody's adjustments). "The company's scale, presence in growing markets, industry leading profit margins, and strong technology investments will allow HCA to successfully navigate the evolving healthcare landscape" said Jessica Gladstone, Senior Vice President with Moody's. Ratings Upgraded: HCA Healthcare, Inc. Corporate Family Rating, to Ba1 from Ba2 Probability of Default Rating, to Ba1-PD from Ba2-PD Senior unsecured notes, to Ba2 (LGD6) from B1 (LGD6) HCA, Inc. (Oldco) Senior unsecured notes, to Ba2 (LGD5) from B1 (LGD5) HCA, Inc. Senior secured ABL revolving credit facility, to Baa1 (LGD1) from Baa2 (LGD1) Senior unsecured notes, to Ba2 (LGD5) from B1 (LGD5) Ratings Affirmed: HCA, Inc. Senior secured revolving credit facility, Ba1 (LGD3) Senior secured term loans, Ba1 (LGD3) Senior secured notes, Ba1 (LGD3) HCA Healthcare, Inc. Speculative Grade Liquidity Rating, SGL-1 Outlook Actions: The outlooks for HCA Healthcare, Inc. and HCA, Inc. were changed to stable from positive. RATINGS RATIONALE HCA's Ba1 Corporate Family Rating reflects the company's significant scale and strong competitive positions in growing urban and suburban markets. HCA also has industry leading profit margins and makes significant investments in its key markets in order to drive future organic growth. HCA has a long track record of stable operating performance and strong cash flow. The ratings are constrained by HCA's geographic concentration in Florida and Texas and its track record of shareholder friendly policies. The ratings are also constrained by Moody's expectation that adjusted debt to EBITDA will remain moderately high. The stable outlook reflects Moody's view that adjusted debt/EBITDA will generally be maintained in the 4.0-4.5x range, including Moody's adjustments. HCA's scale and ability to invest in its markets will help it grow revenue and earnings despite on-going industry headwinds. The outlook also reflects Moody's view that HCA will face a relatively stable regulatory and reimbursement environment over the next 12-18 months. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation of very good liquidity over the next 12-18 months. HCA had over $700 million of cash at December 31, 2017 and will generate approximately $1.5 billion of free cash flow over the next 12 months after dividends. Liquidity is also supported by full availability under its $2 billion revolving credit facility and ample cushion under its financial maintenance covenants. Moody's could upgrade the ratings if HCA demonstrates a commitment to more conservative financial policies. Specifically, if Moody's expects HCA to sustain adjusted debt to EBITDA around 3.5 times or below, the ratings could be upgraded. An upgrade would also be supported by increased geographic diversity, continued stable volume and operating trends at HCA as well as the expectation of a relatively stable hospital reimbursement and regulatory environment. The ratings could be downgraded if Moody's expects adjusted debt to EBITDA to be sustained above 4.5 times, or if the company's liquidity or cash flow weakens. Material debt financed dividends, share repurchase, or acquisitions or significant industry-wide reimbursement or regulatory challenges could also pressure the ratings. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. HCA is the largest for-profit acute care hospital operator in the US as measured by revenues. In addition, the company operates psychiatric facilities, a rehabilitation hospital, ambulatory surgery centers, and cancer treatment and outpatient rehab centers located in 20 states in the U.S. and in England. HCA is headquartered in Nashville, Tennessee and will generate net revenue of approximately $45 billion over the next 12 months. HIGHLINE AFTERMARKET: Moody's Assigns B2 CFR; Outlook Stable ------------------------------------------------------------ Moody's Investors Service has assigned first-time ratings to Highline Aftermarket Acquisition, LLC ("Highline"), including a B2 Corporate Family Rating ("CFR") and a B2-PD Probability of Default rating. Moody's has also assigned B2 ratings to Highline's proposed $408 million senior secured first lien credit facility, which includes a $40 million revolving credit facility and a $368 million term loan. Proceeds from the term loan will be used to pre-pay the company's existing $243 million term loans and $66 million subordinated debt, and to fund the acquisition of a company producing automotive fluids including primarily windshield wash and RV antifreeze products. The ratings outlook is stable. Highline is owned by private equity sponsor, The Sterling Group. Assignments: Issuer: Highline Aftermarket Acquisition, LLC -- Corporate Family Rating, Assigned B2; -- Probability of Default Rating, Assigned B2-PD; -- Senior Secured Revolving Credit Facility due 2023, Assigned B2 (LGD3); -- Senior Secured Term Loan due 2025, Assigned B2 (LGD3). Outlook Actions: -- Outlook, Assigned Stable. RATINGS RATIONALE Highline's B2 CFR is supported by its solid market positions in the automotive aftermarket industry, a diverse customer base and expectations for good EBITDA to cash flow conversion, which should facilitate debt repayment going forward. The rating also incorporates expectations of modest improvement in margins once it fully integrates the acquisition target and realizes related cost synergies, although Moody's doesn't expect meaningful impact from synergies until 2019. The rating is constrained by elevated leverage of approximately 5.5x (incorporating Moody's standard adjustments) at closing, expected increases in debt service costs and Highline's small size and scale compared to industry peers. High reliance on the automotive industry and integration risks over the near term, also moderately weigh on the credit profile. The rating incorporates expectations at the company's financial sponsor will focus on acquisitions and growth, rather than increasing leverage to return capital to the sponsor. Moody's expects the company's sales and earnings to grow based on market share gains and cross-selling opportunities across the legacy business at Highline and Service Champ and the new acquisition target. A shift to higher margin products and cost synergies should improve its EBITDA margin from the 12% level in 2017. Highline's very low capital intensity and strong margin for a distribution business facilitate solid free cash flow generation in future periods. Moody's expects that the company will generate sufficient earnings and cash flow to reduce adjusted debt-to-EBITDA from roughly 5.5x at closing to the low 5x range over the next 12-18 months. The rating is also supported by Highline's track record of consistent profitability due to the stable nature of the automotive aftermarket. Its product offerings are low-cost with recurring demand, making them attractive to small and mid-sized customers. As a result, Highline's business is more resilient to adverse impacts from economic downturns, relative to some of its peers in the chemical industry. The rating also factors in the short track record of the combined operations of Highline's legacy business (incl. DYK, AAHC) and the acquired businesses of Service Champ in 2017 and the new target in 2018, with only two years of audited financials (2016, 2017) for the combined businesses. The company continues to work on business integration that targets cost synergies and sales expansion. The B2 rating assigned to the senior secured credit facility is in line with the B2 CFR, reflecting the credit facility's preponderance in the debt capital structure. The senior credit facility has a first lien security interest on substantially all the assets of the company and guarantors. Highline is expected to maintain good liquidity to support operations and meet its financial obligations in the near-term. Moody's expects that the company will generate sufficient EBITDA to cover interest, taxes, and capital spending over the next 12-18 months. Additionally, moderate seasonality in working capital and low capital spending lead to free cash flow generation during the year. The company will also have access to a $40 million revolving credit facility, which is expected to be undrawn at closing. The credit agreement is expected to contain a springing maximum total net leverage ratio covenant set at a level with 35% EBITDA cushion, and will only be tested when the revolver drawings exceeds 35% of the facility. Moody's expects the company will remain in compliance under the covenant over the next 12-18 months. The senior secured term loan will also have a 50% excess cash flow sweep beginning in 2019, with leverage based step-down provisions. The stable outlook assumes that the company will maintain adjusted financial leverage well below 6.0 times, retained cash flow-to-debt of at least 10% and good liquidity over the next 12-18 months. An upgrade of the rating is unlikely in the near term given the company's small scale, elevated debt-to-EBITDA leverage and financial sponsor ownership. However, Moody's could consider a positive rating action if adjusted debt-to-EBITDA is sustained below 4.5 times and retained cash flow-to-debt is sustained above 15%. An upgrade will also require further product diversification and an increase in Highline's revenue base. Moody's could downgrade the rating if adjusted debt-to-EBITDA is maintained above 6.0 times, free cash flow turns negative, or if liquidity deteriorates. Highline Aftermarket Acquisition, LLC is a leading automotive aftermarket distributor of branded and private label packaged chemicals, oil, parts, and consumable accessories. The company was formed in April 2016 through the combination of DYK Automotive and AAHC, Inc. and is a portfolio company of The Sterling Group. End markets channels include automotive/jobber, non-automotive, auto retailers, quick lube, internet, and heavy duty. Revenues for the twelve months ended December 31, 2017 were roughly $503 million. HJH CONSULTING: Facing FBI Probe Over Accounting Records -------------------------------------------------------- Patrick Danner and Zeke MacCormack, writing for the San Antonio Express-News, report that agents of the Federal Bureau of Investigation are investigating possible financial malfeasance at consulting company The HJH Consulting Group Inc., which does business as The Salt Group, citing three people familiar with the probe. HJH sought bankruptcy protection, citing that one of its employees manipulated the accounting records of the Debtor to the Debtor's detriment, according to the report. The report says Salt Group's CEO Harlan J. Hall didn't respond to a message left in a general voice message mailbox at the company. "We're still operating," a female employee, who didn't disclose her name, told a reporter at Salt Group's Kerrville headquarters, the report relates. She directed further inquiries to San Antonio attorney James Rosenblatt, who didn't respond to two phone calls. The report also notes Stephen A. Canty, who has served as Salt Group's president, declined to comment when reached by phone but said he was represented by San Antonio criminal defense lawyer Gerald Goldstein. The attorney declined to comment. Canty was replaced as HJH Consulting's registered agent on April 2, state corporate records show. According to the report, a person familiar with the bankruptcy case said a company official had overstated its receivables for years to obtain funding on a bank loan. The official recently confessed, triggering a criminal investigation, this person said. FBI spokeswoman Michelle Lee said the agency doesn't confirm or deny the existence of investigations, the report adds. The report also notes that, according to HJH's court filing, "the Debtor is advancing a reorganization through a going concern sale" of the business. About HJH Consulting Kerrville, Texas-based The HJH Consulting Group, Inc. dba The SALT Group -- http://www.thesaltgroup.com/-- is a consulting firm specializing in operating cost and expense reduction reviews. HJH filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 18-50788) April 2, 2018. Two related companies, US Tax Recovery Partners and B2B Prospecting, also filed bankruptcy petitions. The three cases are jointly administered. The Hon. Ronald B. King oversees the case. James Samuel Wilkins, Esq., at Willis & Wilkins, LLP, serves as counsel to the Debtor. Each Debtor listed assets under $50,000, and liabilities ranging from $10 million to $50 million. The petition was signed by Harlan J. Hall, CEO. HOVNANIAN ENTERPRISES: Commences Exchange Offer for $840M Notes --------------------------------------------------------------- Hovnanian Enterprises, Inc.'s wholly-owned subsidiary, K. Hovnanian Enterprises, Inc., has commenced a private offer to eligible holders to exchange any and all of the Issuer's $440,000,000 outstanding 10.000% Senior Secured Notes due 2022 and $400,000,000 outstanding 10.500% Senior Secured Notes due 2024 for the Issuer's newly issued 3.0% Senior Notes due 2047 on the terms and subject to the conditions set forth in a Confidential Offering Memorandum, dated April 6, 2018, and in the related Letter of Transmittal and Consent. The Exchange Offer will expire at 11:59 p.m., New York City time, on May 3, 2018, unless extended or earlier terminated. In order to receive the Exchange Consideration on the Early Settlement Date, eligible holders must validly tender their Existing Notes prior to 5:00 p.m., New York City time, on April 19, 2018, unless extended. Eligible holders who validly tender their Existing Notes after the Early Tender Deadline but on or prior to the Expiration Time will receive the Exchange Consideration on the Final Settlement Date. Existing Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on April 19, 2018, unless extended, but not thereafter, unless required by applicable law. In exchange for each $1,000 principal amount of Existing Notes and integral multiples thereof validly tendered by eligible holders (and not validly withdrawn prior to the Withdrawal Deadline) prior to the Early Tender Deadline or the Expiration Time, as applicable, and accepted by the Company, participating holders of Existing Notes will receive $1,250 principal amount of New Notes plus accrued and unpaid interest, if any, to, but excluding, the applicable settlement date on such Existing Notes on the Early Settlement Date or Final Settlement Date, as applicable. If New Notes are issued in exchange for the Existing Notes on the Early Settlement Date, holders who receive New Notes in exchange for Existing Notes on the Final Settlement Date will receive New Notes that will have an embedded entitlement to interest for the period from and including the Early Settlement Date to, but excluding, the Final Settlement Date. As a result, the cash payable for accrued and unpaid interest on the Existing Notes exchanged on the Final Settlement Date will be reduced by the amount of the pre-issuance interest on the New Notes exchanged therefor. The aggregate Exchange Consideration issued in respect of each participating holder for all Existing Notes validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) and accepted by us will be rounded down, if necessary, to $2,000 or the nearest whole multiple of $1,000 in excess thereof. This rounded amount will be the principal amount of New Notes you will receive as part of your Exchange Consideration, and no additional cash will be paid in lieu of any principal amount of New Notes not received as a result of such rounding down. Any adjustment will apply to all Existing Notes tendered and accepted in the Exchange Offer. The Issuer's obligation to accept for exchange any Existing Notes validly tendered and not validly withdrawn before the Withdrawal Deadline pursuant to the Exchange Offer is conditioned upon the satisfaction or, if applicable, waiver of certain conditions, which are more fully described in the Offering Memorandum, including, among others, at least $150.0 million in aggregate principal amount of the Existing Notes having been validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) by holders thereof prior to the Early Tender Deadline, and certain other conditions. Assuming that the conditions to the Exchange Offer are satisfied or waived, the Issuer intends for the "Early Settlement Date" to occur promptly after the Early Tender Deadline. It is anticipated that the Early Settlement Date will be the second business day after the Early Tender Deadline. The Issuer reserves the right, in its sole discretion, to designate the Early Settlement Date at any date following the Early Tender Deadline. Assuming that the conditions to the Exchange Offer are satisfied or waived, the "Final Settlement Date" will be promptly after the Expiration Time and is expected to be the business day after the Expiration Time. In conjunction with the Exchange Offer, the Issuer is soliciting consents from the holders of the Existing 2022 Notes to amend the indenture governing the Existing 2022 Notes. The Existing 2022 Notes Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in the Offering Memorandum. Holders of Existing 2022 Notes may not consent to the Proposed Amendment without tendering their Existing 2022 Notes in the Exchange Offer and holders of Existing 2022 Notes may not tender their Existing 2022 Notes in the Exchange Offer without consenting to the Proposed Amendment. The consummation of the Existing 2022 Notes Consent Solicitation is subject, among other things, to the receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Existing 2022 Notes. The Existing 2022 Notes Consent Solicitation will expire with the Exchange Offer at the Expiration Time. The purpose of the Existing 2022 Notes Consent Solicitation is to obtain from holders of the Existing 2022 Notes approval of the Proposed Amendment to eliminate the restrictions on the Issuer's ability to purchase, repurchase, redeem, acquire or retire for value the Issuer's 8.000% Senior Notes due 2019 and refinancing or replacement indebtedness in respect thereof and refinancing or replacement indebtedness in respect of the Issuer's previously outstanding 7.000% Senior Notes due 2019, including the Issuer's 5.0% Senior Notes due 2040, 13.5% Senior Notes due 2026 and unsecured term loan facility. Documents relating to the Exchange Offer and Existing 2022 Notes Consent Solicitation will only be distributed to holders of Existing Notes who complete a letter of eligibility confirming that they are within the category of holders that are eligible to participate in this private offer. To access the letter of eligibility, click on the following link: http://gbsc-usa.com/eligibility/khov. The obligations under the New Notes will be fully and unconditionally guaranteed by the Company, and substantially all of its subsidiaries, other than the issuer of the New Notes, the Company's home mortgage subsidiaries, certain of its title insurance subsidiaries, joint ventures, subsidiaries holding interests in joint ventures and its foreign subsidiary. The New Notes will bear interest at the rate of 3.0% per year, accruing from the date of initial issuance. Interest on the New Notes will be payable on April 15 and October 15 of each year, beginning on Oct. 15, 2018. The New Notes will mature on April 15, 2047. The Company may redeem some or all of the New Notes on or after the times, and at the redemption prices, specified in the Offering Memorandum. Global Bondholder Services Corporation is serving as the exchange agent, tabulation agent and information agent for the Exchange Offer and Existing 2022 Notes Consent Solicitation. Any question regarding procedures for tendering Existing Notes and delivering consents in the Existing 2022 Notes Consent Solicitation and requests for copies of the Exchange Offer Documents may be directed to Global Bondholder Services by phone at 866-470-4300 (toll free) or 212-430-3774. On April 6, 2018, Hovnanian made available presentation slides with respect to the Exchange Offer and Existing 2022 Notes Consent Solicitation. A copy of the presentation slides is available for free at https://is.gd/xGGFtW About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Matawan, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Jan. 31, 2018, Hovnanian had $1.64 billion in total assets, $2.13 billion in total liabilities and a total stockholders' deficit of $491.18 million. * * * As reported by the TCR on April 10, 2018, S&P Global Ratings lowered its corporate credit rating on Hovnanian Enterprises Inc. to 'CC' from 'CCC+'. The downgrade follows Hovnanian's announcement of a proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes for newly issued 3% senior notes due 2047, a proposed exchange offering that S&P views as a distressed exchange, if completed. In February 2018, Moody's Investors Service upgraded Hovnanian Enterprises, Inc. Corporate Family Rating to Caa1 from Caa2 as the company has made strides in reducing its near-to-midterm refinancing risk and Moody's believes that Hovnanian generates sufficient unleveraged free cash flow to cover its interest burden in the next 12-18 months. The TCR reported on Jan. 9, 2018 that Fitch downgraded Hovnanian's Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it will be exchanging up to $185 million of its $236 million 8% senior unsecured notes due Nov. 1, 2019 for a combination of cash, new 13.5% senior unsecured notes due 2026 and new 5% senior unsecured notes due 2040. HOVNANIAN ENTERPRISES: Fitch Cuts IDR to C on Debt Exchange Offer ----------------------------------------------------------------- Fitch Ratings has downgraded Hovnanian Enterprises, Inc.'s (NYSE: HOV) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it has offered to exchange any and all of its existing 10% senior secured notes due 2022 and 10.5% senior secured notes due 2024 for new 3% senior secured notes due 2047. Fitch views this transaction as a distressed debt exchange (DDE). Per Fitch's criteria, Fitch would downgrade the IDR to Restricted Default (RD) upon the completion of the exchange. The IDR may be subsequently upgraded reflecting the post-DDE credit profile. The company's senior secured notes due 2020 and 2021, secured term loan, unsecured term loan and unsecured notes are not affected by the exchange. Exchange Offer On April 6, 2018, the company commenced a private offer to exchange any and all of its $440 million 10% senior secured notes due 2022 and $400 million 10.5% senior secured notes due 2024 for newly issued 3% senior unsecured notes due 2047. In conjunction with the exchange offer, HOV is also soliciting consents from the holders of the existing 2022 notes to amend the indenture governing the notes to eliminate the restrictions on HOV's ability to purchase, repurchase, redeem, acquire or retire the company's 8% senior unsecured notes due 2019 and refinancing or replacement in respect of HOV's previously outstanding 7% senior unsecured notes due 2019, including its 5% senior unsecured notes due 2040, 13.5% senior unsecured notes due 2026 and unsecured term loan facility. Holders of the existing 2022 notes may not consent to the proposed amendment without tendering their existing 2022 notes and may not tender their notes without consenting to the proposed amendment. In exchange for each $1,000 principal amount of existing senior secured notes, participating holders will receive $1,250 principal amount of the new unsecured notes plus accrued and unpaid interest. The early tender deadline occurs on April 19, 2018 and the exchange offer will expire on May 3, 2018. The minimum exchange condition is $150 million in aggregate principal amount of the 10% and 10.5% senior secured notes having been validly tendered (and not validly withdrawn prior to the withdrawal deadline) by holders of the notes prior to the early tender deadline. Fitch believes the exchange offer represents a material reduction in terms vis-a-vis the terms of the notes being offered for exchange. While the noteholders will receive about 125% for the face value of the existing notes held, there is a lengthy extension of the maturity date and a meaningful reduction in interest rate for the notes being exchanged. Furthermore, Fitch believes that the company's capital structure is untenable given the large debt load and high leverage and that the exchange offer is being initiated as part of an ongoing restructuring of the company's capital structure. KEY RATING DRIVERS Recent Refinancing Provides Temporary Relief: In February 2018, HOV completed the following debt exchange: -- Exchanged $170.2 million of its $236 million 8% senior unsecured notes due Nov. 1, 2019 for $26.5 million of cash, $90.6 million of newly issued 13.5% senior unsecured notes due 2026 and $90.1 million of 5% senior unsecured notes due 2040. The remaining $65.4 million notes that were not tendered will remain outstanding and will be repaid on or before its maturity with borrowings from the company's new delayed draw term loan. HOV also completed the following financing arrangements with GSO Capital Partners LP (GSO) to refinance certain of the company's debt maturing in 2019: -- A new $125 million senior secured first lien (super senior) revolving credit facility that matures on Dec. 28, 2022. HOV intends to use $75 million of this facility to refinance its current $75 million first priority secured term loan that matures on Aug. 1, 2019. -- A new senior unsecured term loan credit facility in an aggregate principal amount not to exceed $212.5 million that matures on Feb. 1, 2027. HOV initially drew $132.5 million on Feb. 1, 2018 and used the proceeds to redeem all of its $132.5 million 7% senior unsecured notes maturing on Jan. 15, 2019. The facility includes up to $80 million of delayed draw term loan that can be used to redeem the $65.4 million of the 8% notes that were not tendered in the exchange offer. The delayed draw term loan is available for multiple draws on or after May 28, 2018. -- $25 million additional financing via tack on to existing 10.5% senior secured notes due 2024 in January 2019 to provide incremental liquidity. The refinancing transactions and debt exchange completed in February 2018 further pushed out HOV's debt maturities. On a pro forma basis, HOV will not have any major debt maturities until November 2020, when $75 million of senior secured notes become due. The next major maturity is in November 2021, when $195 million of senior secured notes mature. HOV plans to use cash on hand to pay off its unsecured revolving credit facility ($52 million outstanding) that matures in June 2018 with cash on hand. Litigation: On Jan. 11, 2018, Solus Alternative Asset Management LP filed a complaint with the U.S. District Court for the Southern District of New York against GSO and HOV relating to the exchange offer and related transactions announced earlier in the year. The complaint alleges, among other things, improper and fraudulent structuring of transactions to impact the credit default swap market. High Debt Load and Leverage: HOV had debt of about $1.67 billion, debt/EBITDA over 10x and debt/capitalization above 100% as of Jan. 31, 2018. Since year-end fiscal 2015, HOV repaid about $375 million of debt that became due from cash flow. The company's capital structure is untenable unless the improvement in housing extends for several more years and HOV meaningfully improves liquidity and favorably refinances, or extends, its debt maturities. Debt Burden Constrains Growth: The company reduced land and development spending during fiscal 2016 and 2017 to focus on debt reduction. During fiscal 2016, HOV's wholly-owned active communities decreased by 52 communities from 219 at Oct. 31, 2015 to 167 at Oct. 31, 2016 as a result of lower spending, contribution of communities to joint ventures (JVs) and the exit of certain of its markets. The company's active communities continued to decline throughout fiscal 2017, situating at 130 wholly owned communities as of Oct. 31, 2017. HOV's community count grew sequentially to 140 wholly-owned communities at Jan. 31, 2018. Geographic and Product Diversity: HOV has active operations in 32 markets across 14 states. The company ranks among the top 10 builders in a number of its metro markets. HOV has some concentration in Houston, with about 15% of TTM revenues generated from this metro market. About 14% of the company's inventory as of Jan. 31, 2018 is in the Houston market. Management estimates that about 26% if its 2017 product designs were directed to first-time homebuyers, 38% to the move-up segment, 19% to luxury buyers and 17% to the active lifestyle segment. Land Strategy: HOV maintains a 5.4-year supply of lots, 40.9% of which are owned, and the balance controlled through options and JVs. HOV has one of the lowest owned-lot supply (2.4 years) among the homebuilders in Fitch's coverage (behind only NVR, Inc. and MDC Holdings, Inc.). This strategy reduces the risk of downside volatility in a contracting housing environment. During fiscal 2017, HOV spent $555 million on land and development activities, down from the $567 million spent in fiscal 2016 and $657 million spent in fiscal 2015. The reduced land and development spending, combined with controlling more of its lots through options, land banking and JV activities, meaningfully enhanced cash flow during fiscal 2016 and 2017. HOV generated $297.6 million of CFFO during fiscal 2017 and $387.7 million of CFFO during fiscal 2016. Fitch expects the company will be modestly CFFO negative in fiscal 2018 as it increases its land and development spending. RECOVERY ANALYSIS The recovery analysis assumes that HOV would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Going Concern Approach -- HOV's going concern EBITDA of $150 million is based on the Fitch's projected EBITDA for FY2018. This amount is about 16.7% below the company's FY2017 EBITDA of $180 million and incorporates Fitch's projection of lower revenues and EBITDA margins for HOV this year. -- An EV multiple of 6x is used to calculate a post-reorganization valuation. The blended EV/EBITDA multiple for the peer group average for public homebuilders is about 9.0x-9.5x. HOV's various secured debt is collateralized by a first lien on specific assets (inventory, cash, and investments in JVs). In Fitch recovery analysis, Fitch used the percentage of cash and inventory (out of total) securing the specific secured debt issues and applied that percentage to the enterprise value to come up with an implied collateral value for each of the secured debt issues, including about 61% of the enterprise value allocated to the super priority term loan and 10% and 10.5% senior secured notes and 18.6% of the enterprise value allocated to the 9.5% first lien notes due 2020 and 2% and 5% first lien notes due 2021. Fitch also assumed that the unencumbered assets and the excess value from property specifically pledged to certain lenders are distributed to unsecured claims on a pro rata basis, including the senior unsecured noteholders and the deficiency claim portion held by other secured lenders. The waterfall results in a 100% recovery corresponding to an 'RR1' rating for the first lien super priority term loan and a 55% recovery corresponding to an 'RR3' rating for the 10% and 10.5% senior secured notes due 2022 and 2024. The waterfall also indicates a 60% recovery corresponding to an 'RR3' rating for the company's 5% and 2% senior secured notes due 2021 and the 9.5% senior secured notes due 2020, an 8% recovery corresponding to an 'RR6' rating for the company's senior unsecured notes, and the company's preferred stock is assigned an 'RR6' based on zero recovery. DERIVATION SUMMARY HOV's rating is influenced by the company's execution of its business model, land policies, and geographic, price point and product line diversity. Risk factors include the cyclical nature of the homebuilding industry, the company's high debt load, high leverage and relatively weak liquidity position. HOV was the ninth largest homebuilder in the U.S. during 2016 (based on home deliveries) and, similar to other public homebuilders in Fitch's coverage, has good geographic and price diversity and top 10 market positions in several if the large metropolitan markets where it operates. HOV's leverage (debt to capitalization above 100%) is meaningfully higher than its peers, including Beazer Homes USA, Inc. (B-/Positive). The company's high leverage and difficulty in refinancing debt maturities has limited HOV's ability to invest in new land holdings (and instead lowered inventory levels to generate cash and pay down debt), resulting in lower community count and declining home deliveries and new orders. The company expects community count growth in the early part of 2019. Fitch expects the company's high debt load and leverage will continue to constrain growth. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Total housing starts increase 5% in 2018 (single-family starts grow 7.5%), while new and existing home sales advance 8% and 1.5%, respectively; -- HOV's revenues decline 13%-15% during FY2018; -- EBITDA margins decline slightly during FY2018; -- The company maintains liquidity of about $250 million by the end of FY2018; -- HOV generates negative CFFO as it increases land and development spending in FY2018 compared with FY2017. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Per Fitch's criteria, Fitch would downgrade the IDR to 'RD' upon the completion of the exchange. The IDR would be subsequently upgraded reflecting the post-DDE credit profile. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Per Fitch's criteria, Fitch would downgrade the IDR to 'RD' upon the completion of the exchange. LIQUIDITY Adequate Near-Term Liquidity: As of Jan. 31, 2018, HOV had $278.2 million of unrestricted cash and about $11 million of borrowing availability under its $75 million revolving credit facility that matures in June 2018. The company has a target liquidity range of $170 million-$245 million, although HOV's liquidity has been above the upper range during the past four quarters. Fitch expects HOV will have liquidity of at least $250 million through the next 12 months. FULL LIST OF RATING ACTIONS Fitch has downgraded Hovnanian Enterprises, Inc. as follows: -- Long-Term IDR to 'C' from 'CCC'; -- $440 million 10.0% senior secured notes due July 15, 2022 to 'CC'/'RR3' from 'CCC+'/'RR3'; -- $400 million 10.5% senior secured notes due July 15, 2024 to 'CC'/'RR3' from 'CCC+'/'RR3'. Fitch has affirmed the following issue ratings: -- First lien term loan due 2019 at 'B'/'RR1'; -- Senior secured first lien revolving credit facility at 'B'/'RR1'; -- Senior secured notes due 2020 and 2021 at 'CCC+'/'RR3'; -- Senior unsecured term loan at 'CC'/'RR6'; -- 8% senior unsecured notes due 2019 at 'CC'/'RR6'; -- 13.5% senior unsecured notes due 2026 at 'CC'/'RR6'; -- 5.0% senior unsecured notes due 2040 at 'CC'/'RR6'; -- Series A perpetual preferred stock at 'C'/'RR6'. Fitch has also assigned the following expected rating (based on the prior IDR of 'CCC': -- 3% senior unsecured notes due 2047 'CC'/'RR6'. ICAGEN INC: Sells 20 Units for $2 Million ----------------------------------------- Icagen, Inc. closed on April 4, 2018, the first tranche of its preferred stock and warrant offering of a maximum of 40 units and entered into a Securities Purchase Agreement with a trust of which one member of the Company's Board of Directors is the trustee, pursuant to which the Company issued to the Purchaser 20 units, at a purchase price of $100,000 per unit, each unit consisting of approximately 28,571 shares of the Company's Series C Convertible Preferred Stock, par value $0.001 per share and a seven year warrant to acquire approximately 28,571 shares of the Company's common stock, par value, $0.001 per share, at an exercise price of $3.50 per share. An aggregate of 571,428 shares of Series C Preferred Stock and a warrant to purchase an aggregate of 571,428 shares of common stock were sold at the initial closing. The gross cash proceeds to the Company from the sale of the 20 units was $2,000,000. The Series C Preferred Stock ranks senior to the shares of the Company's common stock and any other class or series of stock issued by the Company with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. Holders of Series C Preferred Stock will be entitled to a cumulative dividend at the rate of 12.0% per annum, as set forth in the Certificate of Designation of Powers, Preferences and Rights of Series C Convertible Preferred Stock classifying the Series C Preferred Stock. The Series C Preferred Stock is convertible at the option of the holders at any time into such number of shares of common stock as shall be equal to $3.50 plus any accrued and unpaid dividends on such share of Series C Preferred Stock divided by the conversion price, which initially shall be $3.50 per share, subject to certain customary anti-dilution adjustments. In addition, the Series C Preferred Stock automatically converts into shares of the Company's common stock based upon the then effective conversion price upon the (i) closing of a sale of shares of common stock to the public in a Qualifying Public Offering or a reverse merger into a publicly reporting company that has its common stock listed or quoted and traded on a Trading Market (as such term is defined in the Certificate of Designation) or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 75% of the outstanding shares of Series C Preferred Stock. A "Qualifying Public Offering" is defined as the first firm commitment underwritten public offering by the Company on or following the initial issuance date of the Series C Preferred Stock in which shares of common stock are sold for the Company's account solely for cash to the public resulting in proceeds to it and/or the Company's subsidiary, Icagen-T, Inc. of no less than $8,000,000 (after deduction only of underwriter discounts and commissions) and where the shares of common stock registered under the Securities Act of 1933, as amended, and sold in such public offering are simultaneously listed and commence trading on a Trading Market. In the event of the Company's liquidation, dissolution or winding-up, holders of the Series C Preferred Stock are entitled to a preference on liquidation equal to $5.25 per share of Series C Preferred Stock plus all accrued and unpaid dividends. Each holder of Series C Preferred Stock has the right to cast the number of votes equal to three times the number of shares into which the Series C Preferred Stock is convertible and has the right to elect one director on the Company's Board of Directors. The Company cannot take the following actions without the approval of the Requisite Holders and the consent of the Company's Board of Directors, including the Series C Preferred Stock director: (i) liquidate, dissolve or wind up the Company's business, (ii) amend the Company's Certificate of Incorporation or Bylaws, (iii) create any new class of stock unless it ranks junior to the Series C Preferred Stock with respect to dividends and liquidation, (iv) amend or alter any class of stock pari passu with the Series C Preferred Stock to make it senior with respect to dividends and liquidation, (v) purchase or redeem any other shares of the Company's stock, or (vi) increase the size of the Company's Board of Directors. Upon the occurrence of a Cash Liquidity Event, the holders of the Series C Preferred Stock can require the Company to redeem their shares of Series C Preferred Stock for a price per share equal to $5.25, subject to adjustments. In addition, the Company has the right to redeem the shares of Series C Preferred at any time for a price per share equal to $5.25 subject to adjustments. A "Cash Liquidity Event" is defined as the closing of any sale, lease or licensing transaction relating to a single asset or multiple assets other than in the Company's ordinary course of business, including, but not limited to a sale of a building, sale of biological assets or other upfront payments, resulting in aggregate gross proceeds received by the Company at closing or closings in a transaction or transactions during any 12 month period in excess of $40,000,000. As part of the Units, the Company issued the Warrant to the Purchaser to purchase shares of the Company's common stock at an initial exercise price of $3.50 per share (subject to applicable adjustments). The Warrants expire seven years after the issuance date. In addition, subject to limited exceptions, a holder of the Warrant will not have the right to exercise any portion of the Warrant if such holder, together with its affiliates, would beneficially own in excess of the Beneficial Ownership Limitation (as defined in the Warrant). A holder of the Warrant may adjust the Beneficial Ownership Limitation upon not less than 61 days' prior notice to the Company, provided that such Beneficial Ownership Limitation in no event shall exceed 9.99%. The Warrant also contains certain anti-dilution provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization and issuances of securities at prices below the conversion price or similar transactions. If, at the time a holder exercises its Warrant, there is no effective registration statement registering for an issuance of the shares underlying the Warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Warrant. If the Company fails to timely deliver the shares underlying the Warrant, it will be subject to certain buy-in provisions. The Warrant also provides that the Company will not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity (as defined in the Warrant) assumes in writing all of the obligations of the Company under the Warrant and the other Transaction Documents (as defined in the Securities Purchase Agreement) pursuant to written agreements in form and substance satisfactory to the Purchaser, including agreements to deliver to the Purchaser in exchange for the Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrant; (ii) the Company or the Successor Entity (as the case may be) agrees at the election of the Company or the Successor Entity (as the case may be) to purchase the Warrant from the Purchaser by paying to the Purchaser cash in an amount equal to the Black Scholes Value (as defined in the Warrant); or (iii) a Purchaser, at its election, requires the Company or the Successor Entity (as the case may be) to purchase the Warrant from the Purchaser by paying to the Purchaser cash in an amount equal to the Black Scholes Value. Pursuant to the terms of the Purchase Agreement, the Company granted to the holders of the Series C Preferred Stock certain demand registration and piggyback registration rights, subject to certain rights of the Company's lender. About Icagen Durham, North Carolina-based Icagen, Inc., formerly known as XRpro Sciences, Inc. -- http://www.icagen.com/-- currently operates as a partner research organization providing integrated drug discovery services with unique expertise in the field of ion channel, transporter, neuroscience, muscle biology and rare disease targets while also covering many other classes of drug discovery targets and therapeutic areas. The Company's customers are pharmaceutical and biotechnology companies to whom the Company offers its scientific expertise and technologies to aid in their determination of which molecules to advance into late stage preclinical studies and ultimately clinical trials. The core of the Company's offering is the discovery of Pre-Clinical Drug Candidates (PDC's), which are lead molecules (Leads) that are selected to enter into in-vivo studies during the Pre-Clinical Phase of drug discovery. The Company offers a full complement of pre-clinical drug discovery services which include; assay development technologies (including high throughput fluorescence, manual and automated electrophysiology and radiotracer flux assays), cell line generation, high-throughput and ultra-high-throughput screening, medicinal chemistry, computational chemistry and custom assay services to its customers. Icagen reported a net loss of $5.50 million in 2016 following a net loss of $8.67 million in 2015. As of Sept. 30, 2017, Icagen had $18.52 million in total assets, $25.69 million in total liabilities and a total stockholders' deficit of $7.17 million. RBSM LLP, in New York, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred recurring operating losses, which has resulted in an accumulated deficit of approximately $27.6 million at Dec. 31, 2016. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. KADMON HOLDINGS: OKs Grants of 1.6M Stock Options to 3 Executives ----------------------------------------------------------------- The Compensation Committee of the Board of Directors of Kadmon Holdings, Inc. has approved a grant of nonqualified performance-based stock options under the Kadmon 2016 Equity Incentive Plan, as amended, to certain of Kadmon's executive officers. Dr. Harlan W. Waksal, president and chief executive officer; Konstantin Poukalov, executive vice president and chief financial officer; and Steven N. Gordon, executive vice president, general counsel, chief administrative, compliance and legal officer, were granted 982,500, 307,500 and 307,500 Options, respectively, which represents the maximum number of Options that may be earned if all three performance milestones are achieved during the three-year period following the Grant Date. If two of the three Performance Goals are achieved during the Performance Period, two-thirds of the Options may be earned, and if one of the three Performance Goals are achieved during the Performance Period (the minimum performance threshold for the Options), one-third of the Options may be earned. In addition to the achievement of the Performance Goals, the Options are also subject to time-based vesting requirements. Each Option was granted with an exercise price of $4.06 per share. The Options may be earned based on the achievement of three separate Performance Goals related to Kadmon's operating and research and development activities during the Performance Period, subject to the Grantee's employment through the achievement date. If no Performance Goals are achieved during the Performance Period, the Options will be forfeited. Any Options earned upon the achievement of a Performance Goal will generally vest in three equal installments on specified vesting dates between the date of achievement of the Performance Goal and the third anniversary of the Grant Date based on continued employment; provided, that, if the relevant achievement date for a Performance Goal occurs after the second anniversary of the Grant Date, the full vesting of the Options earned will occur on the one year anniversary of the date of achievement of the applicable Performance Goal. Unvested Options will be forfeited upon the Grantee's termination of employment, unless the Grantee is terminated by Kadmon without cause or resigns for good reason or due to the Grantee's death or disability, in which case earned but unvested Options will accelerate and vest (and unearned Options will be forfeited). If the Grantee is terminated by Kadmon for cause, all Options, whether earned, unearned, vested or unvested, will be forfeited. If a change in control (as defined in the Plan) occurs during the Performance Period, the Target number of Options will be deemed earned (if not previously earned), and any unearned Options will be forfeited. In addition, following a change in control (whether such change in control occurs within or after three years following the Grant Date), and subject to the terms of the Plan, Options earned upon such change in control will vest on the first anniversary of the change in control based on continued employment, and any Options earned prior to the change in control will vest no later than the first anniversary of the change in control based on continued employment; provided, that, in each case, any unvested Options will vest upon a Grantee's earlier termination by Kadmon without cause or resignation for good reason. About Kadmon Holdings Kadmon Holdings, Inc. -- http://www.kadmon.com/-- is a biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics within autoimmune and fibrotic diseases, oncology and genetic diseases. The Company is headquartered in New York, New York. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.48 million in 2016, and a net loss attributable to common stockholders of $147.08 million in 2015. As of Dec. 31, 2017, Kadmon Holdings had $83.55 million in total assets, $81.79 million in total liabilities and $1.75 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. LEO MOTORS: Leo Members Sells 1% Stake in 3 Subsidiaries -------------------------------------------------------- Leo Members, Inc., a wholly-owned subsidiary of Leo Motors, Inc., had entered into sale and purchase agreements with individual buyers pursuant to which Members sold an aggregate of 4,000 shares of common stock of Leo Motors Factory, Inc., an aggregate of 300 shares of common stock of Leo Motors Factory 2, Inc. and an aggregate of 2,000 shares of common stock of Leo Trading, Inc., all of which are subsidiaries of the Company, to the respective buyers for an aggregate of KRW 2,000,000 (approximately US$1,849), an aggregate of KRW 1,500,000 (approximately US$1,420), and an aggregate of KRW 2,000,000 (approximately US$1,849), respectively. As a result of the transactions pursuant to the Agreements, Members' interest in each of Leo Factory 1, Leo Factory 2 and Leo Trading decreased from 50% to 49%. About Leo Motors Leo Motors, Inc. -- http://www.leomotors.com/-- is a Nevada Corporation incorporated on Sept. 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors Co. Ltd. on July 1, 2006. Through Leozone, the Company is engaged in the research and development of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development, post R&D development such as product testing, production, and sales. Significant losses from operations have been incurred by the Company since inception and there is an accumulated deficit of $(29,776,217) as of Dec. 31, 2016. The Company said continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. DLL CPAs LLC issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has suffered recurring losses from operations and negative cash flows from operations the past two years. These factors raise substantial doubt about its ability to continue as a going concern. Leo Motors reported a net loss of US$6.41 million in 2016, a net loss of US$4.49 million in 2015, and a net loss of US$4.48 million in 2014. As of Sept. 30, 2017, Leo Motors had US$4.25 million in total assets, US$9.91 million in total liabilities and a total deficit of US$5.65 million. LEUCADIA NATIONAL: Fitch Affirms 'BB+' Preferred Stock Rating ------------------------------------------------------------- Fitch Ratings has affirmed Leucadia National Corporation's Long-term Issuer Default Rating (IDR) at 'BBB'. The Rating Outlook is Stable. Leucadia's wholly-owned subsidiary, Jefferies Group LLC (Jefferies Group, Long-Term IDR 'BBB'; Outlook Stable) is unaffected by this rating action. The affirmation follows various strategic transactions announced by Leucadia, including the sale of 48% of National Beef Packing Company, LLC (National Beef) to Marfrig Global Foods for approximately $900 million in cash, and the sale of all of its equity interests in Garcadia to Leucadia's current partners, the Garff family, for a net $375 million in cash and $50 million in redeemable preferred equity. Concurrently, Leucadia announced that its Board of Directors approved a share repurchase program of up to 25 million shares and it is proposing to change its name to Jefferies Financial Group Inc., in recognition of its shift into a diversified financial services holding company. KEY RATING DRIVERS - IDR, SENIOR DEBT AND HYBRID SECURITIES The rating affirmations reflect Fitch's view that the collective announcements are ratings neutral. While the sales transactions will generate incremental cash for the firm, Fitch's expectation is that excess liquidity will be redeployed into opportunistic investments and share repurchase activity over time. The reduced exposure to National Beef is viewed favorably from a portfolio concentration and liquidity perspective but was largely anticipated by Fitch. Exposure to Jefferies Group, which represented 55.8% of Leucadia's shareholders' equity as of Dec. 31, 2017, is expected to decline to 50.8% on a pro forma basis due to the increase in shareholders' equity as a result of the transactions, but remain meaningful and ultimately increase from the pro forma level as a portion of excess cash is used for share repurchase activity. The ratings continue to be supported by Leucadia's strong investment track record, experienced management team, low balance sheet leverage, and long-dated debt maturity profile. The ratings are constrained by the limited liquidity of the majority of Leucadia's investments (excluding temporarily elevated cash levels) and the potential for variable operating performance as measured by upstream dividend coverage of holding company interest expenses. Leverage is expected to remain low, with parent company debt and convertible preferred stock to tangible equity of just below 0.15x on a pro forma basis, though this should increase modestly over time as a result of the authorized share repurchases. Still, Leucadia is expected to adhere to the operating parameters it established following the merger with Jefferies Group in 2013, which included maintaining a debt to stressed equity ratio of less than 0.50x and limiting its two largest investments as a percentage of book value at the time of the original investment, to 20% and 10%, respectively, excluding Jefferies Group. Debt to stressed equity is expected to be 0.21x on a pro forma basis. Excluding Jefferies Group, the two largest investments are HRG Group, Inc. and Vitesse Energy, LLC, which are expected to be 9.9% and 7.8% of book value, respectively, on a pro forma basis. Key man risk continues to be a rating consideration for both Leucadia and Jefferies Group. The CEO of Leucadia also serves as Chairman of the Board and CEO of Jefferies Group, and the President of Leucadia is also the Chairman of the Executive Committee of Jefferies Group. These individuals continue to influence Leucadia's strategic direction and, in some cases, source investment opportunities. Jefferies Group has broadened and deepened its bench over the past several years, which Fitch views favorably. Other than Jefferies Group, the Leucadia portfolio companies are led by separate management teams. Fitch believes that the credit profiles and rating sensitivities of Leucadia and Jefferies Group will become more aligned upon the completion of the sales transactions and the name change. Thereafter, Fitch is likely to apply a common rating approach between Leucadia and Jefferies Group, as outlined in the institutional support section of Fitch's Non-Bank Financial Institutions Rating Criteria. This would reflect the growing strategic alignment between Leucadia and Jefferies Group. The 'BB+' rating on Leucadia's $125 million, 3.25% cumulative convertible preferred stock is notched down twice from the company's IDR. The two-notch differential reflects the subordination of the preferred stock to all senior debt and the fact that it may be converted into common shares. Nevertheless, the preferred stock is not afforded equity credit by Fitch given that it has a fixed conversion rate and lacks a mandatory conversion feature. RATING SENSITIVITIES - IDR, SENIOR DEBT AND HYBRID SECURITIES Fitch views rating upside for Leucadia as limited given its increased alignment with Jefferies Group, whose ratings are constrained by its business model and funding profile. That said, Leucadia's ratings could potentially be upgraded if the firm reduces its investment concentration in Jefferies Group and further broadens its investments, while also maintaining a conservative liquidity and leverage profile. Leucadia's ratings could also benefit from an improvement in Jefferies Group's ratings. Leucadia's ratings could be negatively affected by a fundamental shift in financial policy related to parent company liquidity to parent company debt, a change in the company's strategy, a less conservative leverage profile or a downgrade of Jefferies Group's ratings. A key man event with respect to the CEO and/or President of Leucadia would not necessarily result in an immediate downgrade but would be evaluated in the context of the potential impact on Leucadia's strategic direction. The fact that key man risk resides with two individuals, rather than just one, is viewed as a moderate mitigant. The rating assigned to the preferred stock is primarily sensitive to changes in Leucadia's IDR and would be expected to move in tandem. Fitch has affirmed the following ratings: Leucadia National Corporation -- Long-Term IDR at 'BBB'; -- Senior unsecured debt at 'BBB'; -- Preferred stock at 'BB+'. The Rating Outlook is Stable. LEUCADIA NATIONAL: Moody's Affirms Ba1 Sr. Unsecured Bond Rating ---------------------------------------------------------------- Moody's Investors Service changed the outlook on Leucadia National Corporation to positive and affirmed its Ba1 senior debt rating. This action follows Leucadia's announcement to sell a portion of its investment in National Beef (unrated) for an estimated pretax gain of $800-$850 million and an increase in its share repurchase authorization to 25 million shares from 12.5 million shares which would allow for approximately $600 million in share repurchases at the current market prices. Leucadia announced the sale of its controlling interest in National Beef and the increased share repurchase authorization in conjunction with other corporate developments, including the sale of Garcadia (unrated) and an increased investment in oil and gas assets. Leucadia (which intends to change its name to Jefferies Financial Group Inc.) is the parent of Jefferies Group LLC (rated Baa3 with a stable outlook). Affirmations: Issuer: Leucadia National Corporation -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba1 Outlook Actions: Issuer: Leucadia National Corporation -- Outlook, Changed To Positive From Stable RATINGS RATIONALE Moody's said the combined effect of the transactions announced bolster the solvency and liquidity of Leucadia leading to the positive outlook and affirmation of the Ba1 senior rating. The sell down of National Beef to a 31% equity interest from 79% reduces concentration risk (although National Beef will remain one of Leucadia's largest merchant banking investments at roughly $600 million). The gains recognized on the National Beef and Leucadia sales will also boost Leucadia's shareholders equity to roughly $11 billion from $10.1 billion at year-end 2017 (before share repurchases). Furthermore, the net cash proceeds from the transactions will boost Leucadia's parent liquidity pool, a key bondholder protection, from $1.5 billion currently to $2.8 billion. Therefore, even if share repurchases are executed rapidly, a substantial liquidity pool will remain at the holding company, before deployment into new investment opportunities. 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. Furthermore, the earnings of Jefferies will continue to be driven and exposed to the leveraged finance credit cycle. The variability of these earnings streams limits the potential for upward rating pressure on Leucadia's and Jefferies' ratings. In the longer term, however Leucadia and Jefferies rating may be upgraded if management can demonstrate a more consistent earnings profile. Adherence to the self -imposed restrictions on parent leverage and liquidity remain critical Leucadia bondholder protections and help mitigate the structural subordination of Leucadia with respect to Jefferies LLC. Continuation of this discipline, supported by demonstration of stable earnings flow from Jefferies, as well as a prudent approach to new investment opportunities and avoidance of undue concentrations may result in upgrade of Leucadia's ratings and potential alignment with Jefferies creditworthiness. If Leucadia were to substantially increase double leverage from negligible levels, then this may put negative pressure on the ratings. The principal methodology used in these ratings was Securities Industry Market Makers published in September 2017. LIBERTY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Liberty Industries, L.C. 18-14231 dba Tower Innovations 20 S.E. 3 Street Boca Raton, FL 33432 Liberty Properties At Newburgh, L.C. 18-14232 20 S.E. 3 Street Boca Raton, FL 33432 Business Description: Liberty Industries, L.C. dba Tower Innovations -- http://towerinnovations.net -- is a manufacturer of communication towers, specializing in broadcast and wireless structures. Tower Innovations is a privately held company and a unit of Liberty Industries. It was founded in Newburgh, Indiana in 2006 after acquiring Kline Towers, established in 1953, and Central Tower, established in 1984. Tower Innovations is a multi-functional provider of communication systems and has thousands of quality structures in service around the world. These include towers for DTV/NTSC, AM and FM broadcasting, two-way, WiFi, cellular and PCS communications. The Company offers complete innovative engineering solutions, design and fabrication services. Liberty Properties operates a commercial manufacturing facility in Newburgh, Indiana. On Sept. 9, 2016, a voluntary petition under Chapter 11 was filed by Liberty Industries under Case No. 16-22332. On Sept. 7, 2016, a voluntary petition under Chapter 11 was filed by Liberty Properties under Case No. 16-22333. On Sept. 12, 2012, Liberty Industries sought bankruptcy protection (Bankr. S.D. Fla. Case No. 12-32843). Liberty Properties filed a Chapter 11 petition on Sept. 25, 2012 (Bankr. S.D. Fla. Case No. 12-32882). Chapter 11 Petition Date: April 11, 2018 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtors' Counsel: Robert C. Furr, Esq., Esq. FURR & COHEN 2255 Glades Rd #337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-mail: ltitus@furrcohen.com Assets and Liabilities: Total Total Assets Liabilities --------- ----------- Liberty Industries $4,480,000 $4,080,000 Liberty Prop At Newburgh $3,710,000 $3,330,000 The petitions were signed by William Gates, manager. A full-text copy of Liberty Industries' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-14231.pdf A full-text copy of Liberty Properties' petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-14232.pdf MARRONE BIO: Registers 119M Common Shares for Possible Resale ------------------------------------------------------------- Marrone Bio Innovations, Inc.,, filed a Form S-3 registration statement with the Securities and Exchange Commission relating to to the possible resale or other disposition, from time to time, of up to 119,007,618 shares of its common stock previously issued and issuable upon exercise of warrants to purchase shares of its common stock by Ospraie Ag Science LLC, Waddell & Reed Financial, Inc, Ardsley Partners Renewable Energy Fund, L.P., Van Herk Investments B.V., et al., the selling stockholders. The prices at which the selling stockholders may sell the shares of the Company's common stock will be determined by prevailing market prices or at prices that may be obtained in negotiated transactions. Marrone Bio is not selling any shares of its common stock under this prospectus and will not receive any proceeds from any sale or disposition by the selling stockholders of the shares of its common stock covered by this prospectus. However, the Company will receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of its common stock, unless any of those warrants will be exercised via cashless exercise to the extent provided for in the applicable warrant. In addition, the Company has agreed to pay all fees and expenses incident to its contractual obligations to register the shares of our common stock. The selling stockholders from time to time may offer and sell the shares of its common stock held by them directly or through one or more underwriters, broker-dealers or agents on terms to be determined at the time of sale. No shares of the Company's common stock may be sold without delivery of this prospectus describing the method and terms of the offering of such shares. Marrone Bio's common stock trades on the Nasdaq Capital Market, or Nasdaq, under the symbol "MBII." On April 5, 2018, the last reported sale price of the Company's common stock on Nasdaq was $2.67 per share. A full-text copy of the prospectus is available for free at: https://is.gd/j7w1JU About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- makes bio-based pest management and plant health products. Bio-based products are comprised of naturally occurring microorganisms, such as bacteria and fungi, and plant extracts. The Company's current products target the major markets that use conventional chemical pesticides, including certain agricultural and water markets, where the Company's bio-based products are used as alternatives for, or mixed with, conventional chemical products. The report from the Company's independent accounting firm Ernst & Young LLP, the Company's auditor since 2008, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company's historical operating results and negative working capital indicate substantial doubt exists about the Company's ability to continue as a going concern. Marrone Bio reported a net loss of $30.92 million in 2017, a net loss of $31.07 million in 2016 and a net loss of $43.72 million in 2015. As of Dec. 31, 2017, Marrone Bio had $36.91 million in total assets, $87.56 million in total liabilities and a total stockholders' deficit of $50.65 million. MIAMI INTERNATIONAL: Committee Taps Agentis PLLC as Co-Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Miami International Medical Center, LLC, d/b/a The Miami Medial Center, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Jacqueline Calderin, Esq. and the law firm of Agentis PLLC as co-counsel to the Committee. Professional services Agentis will render are: a. work in collaboration with Porzio to advise the Committee with respect to its powers and duties as the Committee; b. represent the Committee in all proceedings before this Court; c. work in collaboration with Porzio, in the preparation and review of motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case, without dupplication of effort; d. work in collaboration with Porzio in negotiations with the Debtor and other parties in interest; and e. perform all other legal services for the Committee, which may be necessary. Jacqueline Calderin, Esq., member of the law firm of Agentis PLLC, attests that she and her firm are disinterested as defined in 11 U.S.C. Sec. 101(14). Agentis hourly rates are: Jacqueline Calderin $480 Attorneys $310 to $575 Para-professionals $90 to $210 The counsel can be reached through: Jacqueline Calderin, Esq. Agentis PLLC 501 Brickell Key Drive, Suite 300 Miami, FL 33131 Tel: 305-722-2002 Fax: 973-538-5146 Email: jc@agentislaw.com About Miami International Medical Center Miami International Medical Center, LLC, which does business under the name 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 sought protection under Chapter 11 of the Bankruptcy Code (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. Judge Laurel M. Isicoff presides over the case. Meland Russin & Budwick, P.A., is the Debtor's bankruptcy counsel. MIAMI INTERNATIONAL: Committee Taps Porzio Bromberg as Co-Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Miami International Medical Center, LLC, d/b/a The Miami Medial Center, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Robert M. Schechter, Esq. and the law firm Porzio, Bromberg & Newman, P.C. as co-counsel to the Committee. Professional services Porzio will render are: a. advise the Committee with respect to its rights, powers and duties in this case; b. consult with the Debtor, its counsel, other professionals retained in this case and the United States Trustee concerning the administration of the case; c. assist and advise in the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business, and any other matters relevant to this case or to the formulation of a plan of reorganization or liquidation; d. assist and advise the Committee in its analysis of, and negotiations with, the Debtor and any third party, in the formulation of any plan of reorganization or liquidation; e. assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in the Debtor's case; f. prepare pleadings, motions, objections and other papers as may be necessary in furtherance of the Committee's interests and objectives; g. analyze and advise the Committee of the meaning and importance of all pleadings and other documents filed with the Court; h. represent the Committee in all hearings and other proceedings before this Court; i. perform all other necessary legal services for the Committee that are deemed to be in the interest of the Committee and of unsecured creditors in accordance with those powers and duties set forth in the Bankruptcy Code. Robert M. Schechter, Esq., principal of the law firm Porzio, Bromberg & Newman, P.C., attests that he and his firm are disinterested as required by 11 U.S.C. Sec. 327(a) and defined in 11 U.S.C. Sec. 101(14). Porzio's discounted rates per hour are: Robert M. Schechter $500 Principals $600 Senior Associates $360 Junior Associates $310 Paralegals $200-$210 The counsel can be reached through: Robert M. Schechter, Esq. Porzio, Bromberg & Newman, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, NJ 07962-1997 Tel: 973-538-4006 Fax: 973-538-5146 About Miami International Medical Center Miami International Medical Center, LLC, which does business under the name 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 sought protection under Chapter 11 of the Bankruptcy Code (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. Judge Laurel M. Isicoff presides over the case. Meland Russin & Budwick, P.A., is the Debtor's bankruptcy counsel. MONEYONMOBILE INC: Will Amend its Certificates of Designation ------------------------------------------------------------- MoneyOnMobile, Inc. received notice on April 2, 2018, that the majority holders of the Series F Convertible Preferred Stock amended the terms of the Series F Preferred such that on or after Dec. 31, 2022, the Company will have the right, at its sole discretion, and not the obligation, to redeem all of the then-outstanding shares of Series F Preferred at a redemption price per share equal to the $1,000 plus all accumulated but unpaid dividends, if any. On April 3, 2018, the Company received notice that the majority holders of the Series G Convertible Preferred Stock amended the terms of the Series G Preferred such that on or after Dec. 31, 2019, the Company will have the right, at its sole discretion, and not the obligation, to redeem all of the then-outstanding shares of Series G Preferred at a redemption price per share equal to the $1,000 plus all accumulated but unpaid dividends, if any. On April 5, 2018, the Company received notice that the majority holders of the Series H Convertible Preferred Stock amended the terms of the Series H Preferred such that the holders of Series H Preferred will not be entitled to any right or option to require the Company to redeem any shares of Series H Preferred. In addition, the Company will not be entitled to elect to redeem any shares of Series H Preferred. The Company intends to file an amendment to each of the certificates of designation of Series F Preferred, Series G Preferred and Series H Preferred to reflect the amended terms. About MoneyOnMobile MoneyOnMobile, Inc., headquartered in Dallas, Texas -- http://www.money-on-mobile.com/-- is a global mobile payments technology and processing company offering mobile payment services through its Indian subsidiary. MoneyOnMobile enables Indian consumers to use mobile phones to pay for goods and services or transfer funds from one cell phone to another. It can be used as simple SMS text functionality or through the MoneyOnMobile application or internet site. Its technology also allows consumers to deposit funds into a mobile wallet or to perform a financial transaction through its robust agent network which includes over 330,000 retail locations as of March 31, 2017. MoneyOnMobile reported a net loss of $13.09 million for the year ended March 31, 2017, following a net loss of $19.72 million for the year ended March 31, 2016. The Company's balance sheet at Dec. 31, 2017, showed $27.67 million in total assets, $30.02 million in total liabilities, $1.22 million in preferred stock Series D, $5.70 million in preferred stock Series F, and a total stockholders' deficit of $9.27 million. MOUNTAIN CRANE: Taps Anderson and Sterling as Valuation Consultant ------------------------------------------------------------------ Mountain Crane Service, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Dan Anderson and Sterling Appraisals & Machinery, Ltd as appraisers and valuation consultants to assist the Debtor in appraising, valuing and pricing the Debtor's cranes and other heavy equipment, and to provide expert consulting services and/or expert testimony. The professional services to be rendered by Sterling Appraisals are: a. appraise, value and/or price the Debtor's cranes and heavy equipment; b. provide expert consulting services to the Debtor and its other professionals relating to value and/or pricing of cranes and heavy equipment; c. review and advise the Debtor and its professionals regarding appraisal reports and value opinions that may be offered by other appraisers, experts and/or other persons; d. prepare appraisal reviews, value opinions, appraisals and other reports; e. provide testimony as an expert witness; and f. assist the Debtor in other matters within the skills, experience and/or expertise of the Valuation Professionals. The professionals that may be designated to represent the Debtor and their standard hourly rates are: a. Dan Anderson $275 per hour ($175 per hour for travel) b. Brett Anderson $225 per hour ($175 per hour for travel) c. Nathan Schwandt $225 per hour ($175 per hour for travel) Dan Anderson, President of Sterling Appraisals & Machinery, Ltd., attests that his firm has no direct or indirect relationship to, connection with, or interest in the Debtor, any of the Debtor's creditors, any other party in interest, any of their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee. The firm can be reached through: Dan Anderson, CPPA, ASA Sterling Appraisals & Machinery Ltd. #103-3401 33rd Street Vernon, BC, V1T 7X7 Phone: 250-309-8111 Email: dan@sterlingmachinery.ca About Mountain Crane Service Mountain Crane Service, LLC -- https://www.mountaincrane.com/ -- specializes in refinery turnarounds and has a fleet comprised of over 100 cranes, and hundreds of other pieces of equipment dedicated to refineries in Utah, Montana, and Wyoming. It is located in Salt Lake City, Utah, with satellite offices and wind maintenance service locations in Montana, Nevada, Washington, Idaho, Wyoming, Iowa, Texas and Michigan. Mountain Crane Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12, 2018. In the petition signed by Paul Belcher, managing member, the Debtor estimated assets and liabilities of $50 million to $100 million. Judge Joel T. Marker presides over the case. The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel; and Rocky Mountain Advisory, LLC, as its accountant and financial advisor. The U.S. Trustee for Region 19 appointed an official committee of unsecured creditors on Jan. 25, 2017. The Committee retained Archer & Greiner, P.C., as its legal counsel. NAI ENTERTAINMENT: Moody's Affirms B1 CFR, Rates $300MM Loan B 'B1' ------------------------------------------------------------------- Moody's Investors Service has assigned a B1 (LGD3) rating to NAI Entertainment Holdings LLC's $300 million proposed Senior Secured Term Loan B due 2025. The proceeds from the transaction will be used to refinance NAI's existing $300mm senior secured notes due 2018, and pay transaction related fees and expenses. In connection with the financing, Moody's assigned a B1 (LGD3) to the company's $75 million revolving credit facility which will be amended and extended to 2023. The revolver and Term Loan B will be secured by stock in CBS Corporation (Baa2 stable) and Viacom Inc. (Baa3 stable), 100% interest in all domestic subs, 65% of the voting equity interests and 100% of the non-voting equity interests of all present and future first-tier foreign subsidiaries, and 10 theatre properties assets. The credit facility will be guaranteed, unconditionally, by all existing and future direct and indirect wholly-owned domestic restricted subsidiaries of the borrower. The revolving credit facility is subject to two financial maintenance covenants including minimum collateral coverage of 1.5x, and minimum EBITDA of $35 million. The facility is also subject to maximum debt incurrence test which restricts upsizing the term loan and revolver. Concurrent with this rating action, Moody's affirmed NAI's B1 Corporate Family Rating (CFR) and upgraded the Probability of Default Rating (PDR) to B1-PD. The Outlook is stable. Affirmations: Issuer: NAI Entertainment Holdings LLC -- Corporate Family Rating, Affirmed B1 Assignments: Issuer: NAI Entertainment Holdings LLC -- Gtd Senior Secured Bank Credit Facilities, Assigned B1 (LGD3) Upgrades: Issuer: NAI Entertainment Holdings LLC -- Probability of Default Rating, Upgraded to B1-PD from B2-PD Outlook Actions: Issuer: NAI Entertainment Holdings LLC -- Outlook, Remains Stable RATINGS RATIONALE NAI Entertainment Holdings LLC's (NAI) B1 Corporate Family Rating is challenged with its very small scale, generating less than $500 million over the next year, and weak credit metrics similar to lower rated peers. Specifically, leverage is very high at 8.1x (Moody's adjusted, year-end 2017), reflecting risk more akin to weaker companies. In addition, coverage (Moody's adjusted EBITA/Interest) and EBITA margins are also very weak. Beyond operating metrics, the company also holds a very small market share of a mature US domestic industry that is experiencing a secular decline in attendance despite some years with growth. The box office is also dependent on a limited number of movie studios, an unpredictable and seasonal box office, and threatened by emerging competitive threats and a shrinking window. The rating is primarily supported by the considerable over collateralization of debt with the value of stock pledges at approximately 2.8x obligations. Also, the company has very good geographic diversity with revenues well distributed across the US (41%) the UK (29%) and Latin America (30%) in 2017, providing balance to the company's operating results, risks, and opportunities. Revenues are generated from 77 theatres with 893 screens. Ratings could be upgraded if: Leverage (Moody's adjusted debt/EBITDA) is sustained below 5x, and Coverage (Moody's adjusted Free cash flow to debt) is at least 10%. An upgrade would also be conditional on a significant improvement in liquidity and a low probability of near term event risks, and the possibility of material unfavorable changes to the company's competitive position, market share, financial policies, capital structure, operating performance, governance, or its operating model. Ratings could be downgraded if: Leverage (Moody's adjusted debt/EBITDA ) was sustained above 8x, or Free cash flow turned negative, on a sustained basis, or the market value of the collateral package fell below 1.5 times. A downgrade would also be considered if liquidity deteriorated, or there were material and unfavorable changes in the company's competitive position, market share, financial policies, capital structure, operating performance, governance, or operating model. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. A wholly-owned subsidiary of National Amusements Inc. (a Norwood, Massachusetts-based private media holding company owned by the Redstone family), NAI Entertainment Holdings LLC operates a significant proportion of National Amusements Inc.'s cinema assets, generating annual revenues of approximately $471 million from operating 25 theaters in the United States and 52 theatres internationally. NAI also holds approximately 14.3 million shares of Viacom stock and 14 million shares of CBS stock. NINE WEST: Meeting to Form Creditors' Panel Set for April 19 ------------------------------------------------------------ William K. Harrington, the United States Trustee for Region 2, will hold an organizational meeting on April 19, 2018, at 10:30 a.m. in the bankruptcy case of Nine West Holdings, Inc. The meeting will be held at: The Lotte New York Palace Hotel 455 Madison Avenue, 5th Floor Garrison Ballroom New York, NY 10022 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Nine West Holdings Nine West Holdings is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947). Nine West estimated $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. Nine West Holdings' legal advisors are Kirkland & Ellis LLP. The Company's financial advisor is Lazard Freres & Co., and its restructuring advisor is Alvarez & Marsal North America LLC. Prime Clerk LLC is the claims and noticing agent. The Independent Directors tapped Munger, Tolles & Olson LLP as counsel and Berkeley Research Group as financial advisor. NINE WEST: Moody's Lowers PDR to D-PD on Bankr. Filing ------------------------------------------------------ Moody's Investors Service downgraded Nine West Holdings, Inc.'s Probability of Default Rating ("PDR") to D-PD from Ca-PD due to the company's April 6, 2018 announcement that it was filing for protection under Chapter 11 of the US Bankruptcy Code. The rating outlook is negative. Downgrades: Issuer: Nine West Holdings, Inc. Probability of Default Rating, Downgraded to D-PD from Ca-PD RATINGS RATIONALE Nine West is seeking to eliminate over $900 million of pre-petition funded debt as part of the bankruptcy process, aided by the proposed sale of its Nine West and Bandolino footwear and handbag business to Authentic Brands Group LLC for an aggregate purchase price of around $200 million. Subsequent to actions, Moody's will withdraw the ratings due to Nine West's bankruptcy filing. Headquartered in New York, NY, Nine West Holdings is the surviving corporation following the April 2014 acquisition of The Jones Group, Inc. by affiliates of Sycamore Partners. Revenue approached $1.4 billion in the twelve month period ended September 30, 2017. Its most significant brands include Nine West, Gloria Vanderbilt, L.e.I. and Kasper. NINE WEST: S&P Cuts Corp. Credit Rating to 'D' on Bankr. Filing --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on New York City–based Nine West Holdings Inc. to 'D' from 'CCC-'. S&P said, "At the same time, we lowered our issue-level rating on the company's secured $445 million first-lien term loan due in 2019 to 'D' from 'CCC+'. The '1' recovery rating is unchanged, indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. "Concurrently, we lowered our issue-level rating on the company's $300 million senior unsecured term loan due in 2020 to 'D' from 'C'. The '6' recovery rating on this debt is unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) recovery in the event of a default. "Finally, we lowered our issue-level rating on the company's approximately $700 million of senior unsecured notes due in 2019 and thereafter to 'D' from 'C'. The '6' recovery rating is unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default." The downgrade follows Nine West's announcement on April 6, 2018, that it has filed for Chapter 11 bankruptcy protection. The company has received $300 million debtor-in-possession financing and has entered into a Restructuring Support Agreement (RSA) with parties that hold or control over 78% of its secured-term debt and over 89% of its unsecured term debt. The company is considering selling its Nine West and Bardolino footwear and handbag business to Authentic Brands Group. It is also looking to right-size its capital structure to continue operating its remaining One Jeanswear Group, The Jewelry Group, Kasper Group, and Anne Klein businesses. NORTHERN OIL: TRT Holdings Reports 10.9% Stake as of April 5 ------------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Northern Oil and Gas, Inc., as of April 5, 2018: Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- TRT Holdings, Inc. 7,169,741 10.9% Cresta Investments, LLC 3,947,921 6.0% Cresta Greenwood, LLC 1,344,223 2.0% Robert B. Rowling 12,461,885 18.9% The percentages are based on 65,944,133 shares of Common Stock issued and outstanding as of Feb. 21, 2018, as set forth in Northern Oil's Annual Report on Form 10-K, filed with the SEC on Feb. 23, 2018. A full-text copy of the regulatory filing is available at: https://is.gd/5VynK2 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. PETROLIA ENERGY: Director Lee Lytton Passes Away ------------------------------------------------ Petrolia Energy Corporation announced with great sadness that Mr. Lee H. Lytton III, its esteemed Board Member and corporate secretary, passed away on Saturday, March 31, 2018, in Austin, Texas at the age of 74 years. Mr. Lytton has been a member of Petrolia Energy's Board of Directors since 2014. Mr. Lytton graduated from St. Edward's University and St. Mary's School of Law and began his career as a special agent for the FBI, followed by time in private law practice. For the past 30 years, he served as a tenured professor of law at St. Mary's School of Law in San Antonio; specializing in Oil and Gas Law and Texas Land & Title. The Chairman of the Board of Petrolia, Leo Womack stated, "We are deeply saddened to announce Lee's passing. His wealth of knowledge and expertise, practical advice and guidance made an invaluable contribution to Petrolia for which we are forever grateful. Apart from his role as a Director, Lee was also a friend and he will be greatly missed. On behalf of the entire Board of Directors and management of the Company, our thoughts and prayers are with Lee's family and friends during this difficult time." It is the current intention of the Company to continue with a Board of Directors comprised of six members with a seventh Board member to be nominated and appointed by the Board to fill Mr. Lytton's vacant position, within the next few days. The Board will continue to focus on achieving growth in cash flow and production from its current asset base, while building an attractive portfolio of drilling and exploration opportunities. About Petrolia Energy Petrolia Energy Corporation -- http://www.petroliaenergy.com/-- is a Houston, Texas-based oil & gas exploration, production and service company with operations in the United States and Indonesia. The Company focuses on redeveloping existing oil fields in well-established oil rich regions in the US such as the Permian, employing industry-leading technologies to create added value. In Indonesia, the Company is situated in the prolific Indonesian Sumatra basin, focused on discovering, appraising, developing and producing its interests in 5 Production Sharing Contracts (PSCs) and 1 Joint Study Agreement (JSA). Petrolia Energy reported a net loss of $1.87 million on $321,000 of total revenue for the year ended Dec. 31, 2016, compared with a net loss of $1.85 million on $188,000 of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Petrolia Energy had $13.49 million in total assets, $1.89 million in total liabilities and $11.59 million in total stockholders' equity. MaloneBailey, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that Petrolia Energy has incurred losses from operation since inception and has a net working capital deficiency. These factors raise substantial doubt about the Company's ability to continue as a going concern. POTLATCHDELTIC CORP: Moody's Hikes Sr. Unsecured Rating From Ba1 ---------------------------------------------------------------- Moody's Investors Service upgraded PotlatchDeltic Corporation's ("Potlatch") senior unsecured rating to Baa3 from Ba1. The rating upgrade concludes a review for upgrade that was initiated on October 23, 2017 following Potlatch's announcement to acquire Deltic Timber Corporation (unrated) in all-stock transaction valued at approximately $1 billion. Moody's also withdrew Potlatch's Ba1 corporate family rating, Ba1-PD probability of default rating and SGL-1 speculative grade liquidity rating, consistent with Moody's ratings practice for investment grade issuers. The rating outlook is stable. "The upgrade reflects Potlatch's enhanced scale, operational flexibility and diversification from the addition of Deltic's timberlands and wood product businesses, improved timber asset coverage and leverage returning to around 3x over the next 12-24 months" said Ed Sustar, Moody's Senior Vice President. Upgrades: Issuer: Nez Perce (County of) ID -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1 Issuer: PotlatchDeltic Corporation -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba1 (LGD4) Outlook Actions: Issuer: PotlatchDeltic Corporation -- Outlook, Changed To Stable From Rating Under Review Withdrawals: Issuer: PotlatchDeltic Corporation -- Probability of Default Rating, Withdrawn , previously rated Ba1-PD -- Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 -- Corporate Family Rating, Withdrawn , previously rated Ba1 RATINGS RATIONALE Potlatch's Baa3 senior unsecured rating incorporates two notches of lift for the company's strong timber asset coverage (timberland estimated value to adjusted debt of 2.8x), while its baseline rating reflects strong liquidity, modest leverage (3.2x December 2017), high margins (30% December 2017) and expectations that the company will maintain conservative financial policies. The company's timberland holdings provide significant financial flexibility by generating recurring operating earnings, offering debt reduction capabilities and enhancing liquidity. Potlatch is constrained by the inherent volatility of its wood products business and the company's modest free cash flow due to the high payout nature of its real estate investment trust (REIT) structure. In addition to doubling Potlatch's timberland ownership in the US South, the region that will benefit the most from sawmill expansion as US housing starts return to normalized levels, the merger with Deltic diversifies Potlatch's timberlands across 6 US states (from 5 US states), and enhances the operational flexibility of its wood products business with the addition of two lumber mills and a medium-density fiberboard mill. Moody's expects that Potlatch's leverage will return to about 3.2x in 2019 as the company realizes all of its targeted $50 million in synergies, which Moody's believe is fully achievable given the complementary businesses. Potlatch has strong liquidity with $120 million of cash (December 2017), essentially full availability on a new $380 million revolver that matures in April 2023, and an unencumbered asset base (most notably its timberland holdings) that can be used to augment liquidity. Moody's expects that after capital expenditures, regular dividends and a one-time special dividend of about $50 million following Deltic's conversion to a timber-REIT, the company will generate break-even free cash flow over the next 12 months. Potlatch had $14 million of debt maturities in 2018 that the company repaid with cash in Q1-2018. Moody's expect that the company will refinance its $150 million bond that matures in November 2019. The company was well in compliance with its net debt-to-capital (3x) financial covenants at December 2017 and Moody's expects that to continue. The stable outlook is based on Moody's expectation that Potlatch will maintain good asset coverage and restore its leverage to 3.2x over the next 2 years as the company's timber and wood products businesses improve along with increasing US housing starts, which Moody's expects will hit 1.28 million units in 2018. A rating upgrade is unlikely given the company's small scale. The rating could be upgraded with growth in Potlatch's size and product diversity, while maintaining strong timberland coverage (timberland asset value/debt coverage above 2x) and leverage (adjusted debt to re-occurring EBITDA) approaching 3x (adjusted per Moody's standard definitions) on a sustainable basis. The rating could be downgraded if market conditions deteriorate such that timberland values decline significantly (timberland asset value/debt coverage below 1.5x) or if Moody's believes that normalized adjusted debt to re-occurring EBITDA will trend above 4x. Moody's would also view material asset encumbrances or significant asset sales as a negative. The principal methodology used in these ratings was Paper and Forest Products Industry published in March 2018. Headquartered in Spokane, Washington, Potlatch is a Real Estate Investment Trust (REIT) which owns approximately 2 million acres of timberlands and eight wood products manufacturing facilities that produce lumber, plywood and medium-density fiberboard. RENNOVA HEALTH: Amends Racine Accounts Receivable Purchase Pact --------------------------------------------------------------- Rennova Health, Inc., previously entered into an agreement with Racine FundingCo, LLC to sell certain of its accounts receivable on March 31, 2016. The agreement provided that, to the extent the purchaser had not been paid $6,000,000 by March 31, 2017 in connection with the accounts receivable, the Company would pay the difference. No funds were paid in connection with the accounts receivable and, on March 24, 2017, the Company, the purchaser and Christopher Diamantis, a director of the Company, as guarantor, entered into an amendment to extend the Company's obligation to March 31, 2018. Also, what the purchaser is to receive was amended to equal (a) the $5,000,000 purchase price plus a 20% per annum investment return thereon, plus (b) $500,000, plus (c) the product of (i) the proceeds received from the accounts receivable, minus the amount set forth in clauses (a) and (b), multiplied by (ii) 40%, plus (d) any late payment penalty. In connection with the extension, the purchaser received a fee of $1,000,000. On April 2, 2018, the Company, the purchaser, and Mr. Diamantis, as guarantor, entered into a second amendment to extend further the Company's obligation to May 30, 2018. In connection with this further extension, the purchaser received a fee of $100,000. To the extent the Company satisfies its obligation to the purchaser prior to May 30, 2018, the $100,000 fee will be reduced pro rata and the reduced portion will be refunded to the Company. No funds have been paid to date to the purchaser in connection with the accounts receivable. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Rennova had $6.36 million in total assets, $25.15 million in total liabilities and a total stockholders' deficit of $18.78 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. REX ENERGY: Common Stock Will be Delisted from Nasdaq ----------------------------------------------------- Rex Energy Corporation received on April 3, 2018, a staff determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, based on the Company's continued non-compliance with Nasdaq Listing Rule 5550(b), the Company's common stock would be suspended from trading on Nasdaq at the opening of business on April 12, 2018, and a Form 25-NSE would be filed with the Securities and Exchange Commission, which would remove the Company's common stock from listing and registration on Nasdaq, in each case unless the Company requests an appeal before the Nasdaq Hearings Panel. The Company said it does not plan to appeal this determination. Following the expected delisting of the Company's common stock from Nasdaq, the Company's common stock may be eligible for quotation on the OTC Bulletin Board or OTC Markets Group's Pink marketplace. Trading on the OTCBB or Pink marketplace may occur only if a market maker applies to quote the Company's common stock and the Company is current in its reporting obligations under the Securities Exchange Act of 1934. According to the Company, once its common stock is delisted from Nasdaq, there can be no assurance that a market maker will apply to quote the Company's common stock or that the Company's common stock then will be eligible for quotation on the OTCBB or the Pink marketplace. On Nov. 16, 2017, the Staff notified the Company that it did not comply with Nasdaq's continued listing requirements because (i) the Company's reported stockholders' equity as of Sept. 30, 2017 was less than $2.5 million and (ii) the Company did not meet the alternative criteria for continued listing set forth in Nasdaq Listing Rule 5550(b) based on market value of listed securities or net income from continuing operations. The Company was provided with the opportunity to present its plan to regain compliance with that requirement for the Staff's review and did so by submissions dated Jan. 2, 2018 and Jan. 19, 2018. By letter dated Jan. 25, 2018, the Staff granted the Company's request for an extension to evidence compliance with Nasdaq Listing Rule 5550(b) until March 12, 2018 to enter into a balance sheet restructuring agreement that would enable it to comply with this requirement and until May 15, 2018 to obtain shareholder approval for and to close such a transaction. Because the Company has not, to date, entered into a restructuring agreement that would enable it to regain compliance with Nasdaq Listing Rule 5550(b), the Company did not timely satisfy the terms of the extension, which resulted in the Staff's April 3, 2018 determination letter. About Rex Energy Corporation Headquartered in State College, Pennsylvania, Rex Energy -- http://www.rexenergy.com/-- is an independent oil and gas exploration and production company with its core operations in the Appalachian Basin. The company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio. Rex Energy reported a net loss of $176.7 million for the year ended Dec. 31, 2016, a net loss of $361.0 million for the year ended Dec. 31, 2015, and a net loss of $42.65 million for the year ended Dec. 31, 2014. RPA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: RPA Management, Inc. c/o Stuart D. Kay 21415 Civic Center Drive, Suite 355 Southfield, MI 48076 Business Description: RPA Management, Inc. -- http://rpacares.com -- provides home medical doctors, and house call physicians to patients in need with a focus on preventing readmissions during the transition from an acute care setting to the home. The Company provides in-home care, chronic care and lab & mobile testing services. RPA is headquartered in Southfield, Michigan. Chapter 11 Petition Date: April 11, 2018 Case No.: 18-45308 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Thomas J. Tucker Debtor's Counsel: John C. Lange, Esq. GOLD, LANGE & MAJOROS, PC 24901 Northwestern Hwy., Suite 444 Southfield, MI 48075 Tel: (248) 350-8220 E-mail: jlange@glmpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Stuart D. Kay, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb18-45308_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb18-45308.pdf SAINT & LIBERTINE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Saint & Libertine New York LLC 76 North 4th Street Apt 429 Brooklyn, NY 11249 Business Description: Saint & Libertine New York LLC is a privately held company in Brooklyn, New York in the footwear manufacturing industry. The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: April 11, 2018 Case No.: 18-42000 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Joel M. Shafferman, Esq. SHAFFERMAN & FELDMAN LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: (212) 509-1831 Email: joel@shafeldlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Veronica Kirzhner, member. 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/nyeb18-42000.pdf SILVERSEA CRUISE: Moody's Rates New $60MM Sec. Notes Add-on B2 -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Silversea Cruise Finance Ltd.'s proposed $60 million add-on to the company's 7.25% senior secured notes due 2025. The company's B2 Corporate Family Rating , B3-PD Probability of Default Rating, and stable rating outlook remain unchanged. Proceeds from the debt issuance will be used to fund capital expenditure needs on the current fleet as well as general corporate purposes. "The approximate half turn increase in leverage is offset by the benefits that are expected to come from the investment in the company's ships," stated Pete Trombetta, Moody's lodging and cruise analyst. "The lengthening of the Silver Spirit and the conversion of the Silver Cloud to an ice class vessel are expected to generate returns sufficient to bring pro forma debt/EBITDA down to below 6.0x," added Trombetta. Assignments: Issuer: Silversea Cruise Finance Ltd. -- Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) RATINGS RATIONALE Silversea's credit profile benefits from its well-recognized brand name in the luxury and expedition segments of the cruise industry, its forward revenue visibility and ability to change itineraries based upon demand. The launch of the Silver Muse in April 2017 and other capital projects including the lengthening of the Silver Spirit by 49 feet to add additional suites and the conversion of the Silver Cloud to allow for polar expeditions, will drive increased earnings and lower leverage over the next 12 to 18 months. Silversea also benefits from the high collateral value associated with the company's portfolio of owned ships relative to its debt levels which has resulted in Moody's using a 65% family recovery rate (compared to a 50% recovery rate which is typically used in similar capital structures). Silversea is constrained by its high leverage and weak interest coverage -- pro forma for the incremental debt, a full year of earnings from the Silver Muse, and some earnings from capex projects, Moody's estimates Silversea's debt/EBITDA will be below 6.0x and EBITA/interest expense will be below 1.0x. The company is also constrained by its weak EBIT margins relative to rated peers, small scale and narrow business profile which essentially focuses on the luxury and expedition segments of the cruising industry. Given Silversea's small scale it has more exposure to geopolitical conflicts which inhibit travel in a particular region such as those experienced in the Eastern Mediterranean. However, given Silversea's luxury focus it is less exposed to variability in consumer spending. Ratings could be downgraded should Silversea be unable to reduce debt/EBITDA to below 6.0x over the next 12 to 18 months while maintaining EBITDA less maintenance capital expenditures/interest expense above 1.0x. Ratings could also be downgraded should Silversea's liquidity profile weaken. Given the weakness in Silversea's current credit metrics, an upgrade is unlikely at the present time. Ratings could be upgraded should Silversea's maintain debt/EBITDA below 4.5x and EBITA/interest expense above 1.75x. Silversea Cruise Finance Ltd, is a wholly owned subsidiary of Silversea Cruise Holding Ltd. It is a leading ultra-luxury and expedition focused cruise line which operates 9 ships. It is ultimately wholly owned by its founding family (the Lefebvre Family). Annual revenues are over $600 million. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. SPECTRUM HOLDINGS: Moody's Affirms B3 CFR; Keeps Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating and B3-PD Probability of Default Rating of Spectrum Holdings III Corp. (dba Spectrum Plastics Group, "Spectrum") following the company's sale of certain non-core assets servicing industrial markets. Moody's also affirmed the B2 rating for the company's first lien credit facilities and the Caa2 rating on the company's second lien term loan. The rating outlook remains stable. "Leverage will now persist at higher levels -- and the company's financial policies will be more aggressive -- than anticipated at the time of the LBO," said Moody's Analyst, Joanna Zeng O'Brien. "However, Spectrum will maintain good liquidity and solid interest coverage during this reinvestment period, supporting the affirmation of the ratings," added O'Brien. Moody's anticipates PF leverage of 9.3x at close moving towards the mid-6.0x range as asset sale proceeds are deployed for acquisitions. The stable outlook reflects Moody's expectation that the company will reduce leverage to the mid-6.0x range by year end 2019 from both organic earnings growth (in the mid-single digit range) and through acquisitions. It also reflects Moody's expectation that the company will prudently deploy proceeds from its asset sale for acquisitions over the next 18 months. Moody's took the following ratings actions: Issuer: Spectrum Holdings III Corp.: Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD $45 million revolving credit facility due 2023, affirmed B2 (LGD3) $455 million first lien senior secured term loan due 2025, affirmed B2 (LGD3) $45 million delayed draw first lien senior secured term loan due 2025, affirmed B2 (LGD3) $175 million second lien term loan due 2026, affirmed Caa2 (to LGD5 from LGD6) Rating outlook: Stable RATINGS RATIONALE Spectrum's B3 Corporate Family Rating reflects its very high financial leverage. Pro forma for the asset sale, Moody's adjusted debt-to-EBITDA approximates 9.3x, or 7.3x on a net leverage basis. The rating is also constrained by its small scale as measured by revenue, risk that more commodity-like products face greater pricing pressure and/or competition going forward, and the expectation for aggressive financial policies given private equity ownership. However, Spectrum's rating benefits from its solid growth prospects, good profit margins, and good product and customer diversification. The rating is also supported by the company's historically high customer retention rates and moderate capital expenditure requirements, which Moody's believes will support stable cash flow generation going forward. The ratings could be downgraded if EBITA-to-interest drops below 1.5x or if there is material weakening of liquidity, or if free cash flow to debt is sustained below 1%. Loss of a key customer, margin deterioration, or acquisitions that cause a delay in deleveraging could also put downward pressure on its ratings. The ratings could be upgraded if the company delivers sustained revenue and earnings growth while prudently managing its acquisition strategy. Increased mix shift towards more specialized, high barrier to entry products, leverage sustained below 6.0x and free cash to debt sustained above 5% could also support an upgrade. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Headquartered in Alpharetta, GA, Spectrum Plastics Group is a manufacturer and provider of a wide variety of engineered specialty plastics products used in medical, food, and industrial end markets. Pro forma for the asset sale, FY 2017 revenue was approximately $285 million. The company is owned by private equity firm AEA Investors. STEAK N SHAKE: Moody's Lowers CFR to Caa1; Keeps Outlook Stable --------------------------------------------------------------- Moody's Investors Service downgraded Steak n Shake Inc.'s Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD, and senior secured credit facility to Caa1 from B3. The rating outlook is stable. "The downgrade reflects the continued challenging operating environment with higher costs, including commodities and labor, alongside reductions in traffic that have compressed the company's operating margins and weakened credit protection measures", stated Adam McLaren, Moody's AVP-Analyst. While the company has taken measures to reduce costs and improve margins and operations, weak operating performance and same restaurant sales have resulted in high leverage of over 7.5 times on an adjusted basis through fiscal year end 2017. Downgrades: Issuer: Steak n Shake Inc. -- Probability of Default Rating, Downgraded to Caa1-PD from B3- PD -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD4) Outlook Actions: Issuer: Steak n Shake Inc. -- Outlook, Remains Stable RATINGS RATIONALE Steak n Shake's rating is constrained by its modest scale in terms of revenue, number of restaurants, and narrow product offering in addition to operating performance that is hampered by negative traffic trends, intense competition and cost inflation related to labor and commodity input costs. The rating also takes into consideration the company's high leverage level and shareholder focused financial policy, including distributions to its owner and a willingness to use the debt markets to facilitate these transactions in the past. Steak n Shake is supported by strong brand awareness in its core markets and a relentless focus on value that has historically aided same store sales and traffic. The ratings also reflect the benefit from the company's adequate liquidity profile. The stable rating outlook reflects Moody's expectation that Steak n Shake will take measures to reduce cost and improve margins and operations in order to offset the challenged traffic and same store sales trends, while maintaining adequate liquidity. Steak n Shake's ratings could be upgraded if leverage is sustained below 6.5x and EBIT/interest above 1.0x. A higher rating would also require the company maintain adequate liquidity, with positive same store sales and improved traffic trends. Ratings could be downgraded if operating performance or liquidity deteriorate from current levels, leading to an increased probability of default. Steak n Shake Inc. is the owner, operator and franchisor of Steak n Shake restaurants which sells premium steakburgers and milk shakes in about 415 owned and 200 franchised restaurants. Steak n Shake is a wholly-owned subsidiary of Biglari Holdings Inc. and generated total revenue of approximately $793 million for the last twelve month period ended December 27, 2017. The principal methodology used in these ratings was Restaurant Industry published in January 2018. STS OPERATING: Moody's Rates New Secured Loan Due 2026 'Caa1' ------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to STS Operating, Inc.'s new senior secured second lien term loan due 2026. Concurrently, Moody's affirmed the B2 rating on the company's senior secured first lien term loan due 2024, taking into account the planned upsize of the debt. Moody's also affirmed SunSource's B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating. The ratings outlook was changed to negative from stable. Proceeds of the new second lien debt of $125 million, along with an incremental first lien term loan of $160 million (upsizing to $395 million) will be used primarily to fund the $240 million acquisition of Ryan Herco Flow Solutions (RHFS), pay the related fees and expenses and repay $19 million of ABL (asset-based lending) revolver borrowings. SunSource also plans to increase its ABL revolver commitments to $75 million from $50 million as part of the transaction. The facility will be undrawn upon transaction close. RATINGS RATIONALE The negative ratings outlook reflects the aggressive financial policy indicated by the material increase in the company's debt and financial leverage as result of the acquisition, following shortly after the December 2017 leveraged buyout of the company and a period of end market pressure. Debt-to-EBITDA, at the mid 6x level pro forma (after Moody's standard adjustments) and about one and half turns higher than the current level, is elevated for the rating category and makes the company more vulnerable to end market cyclicality and competitive pressures, amid integration risks. The fragmented and competitive landscape for SunSource's services increases the likelihood of bolt-on acquisitions, which could be funded with debt, adding pressure to the credit metrics. The affirmation of the B2 CFR reflects Moody's view that a recovery in end markets from severe drops in 2015 and 2016 gained momentum during 2017 and should help reduce leverage over the next year. The acquisition will also increase SunSource's scale and market penetration, with potential synergies from areas such as branch and SG&A consolidation. Revenue will increase by roughly 66%. The B2 CFR balances the company's high financial leverage and aggressive financial policy, exposure to highly cyclical industrial end markets and competitive pressures, against Moody's expectation for an improvement in credit metrics over the next year, including debt-to-EBITDA falling towards the mid 5x level. This is based on moderate growth in revenues and earnings, driven by positive demand in a majority of the end markets, and expectations of at least $25-30 million of free cash flow that should support debt reduction beyond required amortization. Moody's also expects STS to maintain good liquidity based on positive free cash flow, an undrawn ABL revolver and no term loan financial maintenance covenants. Value add engineering capabilities should continue to support margins that are modestly higher than for similarly rated peers. Good end market diversity and relatively flexible costs enabling positive free cash flow even in down cycles, support the B2 rating. The ratings could be downgraded with deteriorating business conditions, difficulties integrating RHFS, or a lack of progress with reducing leverage such that debt-to-EBITDA is expected to be sustained above 5.5x for a prolonged period. Expectations of deteriorating liquidity, including lower than expected free cash flow or a reliance on the revolver for working capital or other needs could also drive downwards rating pressure. Debt-financed acquisitions or shareholder distributions that sustain elevated leverage would also pressure the ratings. Upward ratings momentum could develop with margin expansion and revenue growth beyond currently contemplated levels such that Moody's expects debt-to-EBITDA to be sustained below 4.0x. STS' financial policies would need to support maintenance of this lower leverage level and at least good liquidity. Moody's took the following rating actions on STS Operating, Inc. Assignments: Senior secured second lien term loan, Caa1 (LGD5) Affirmations: Corporate Family Rating, at B2; Probability of Default Rating, at B2-PD. Senior secured first lien term loan (including proposed upsize), at B2 (LGD3 from LGD4) Outlook Actions: Outlook changed to Negative from stable. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Addison, Illinois-based STS Operating, Inc. (SunSource) is a leading independent fluid power and motion control product distributor and solutions provider. The company has about 1,500 employees across 87 branches located in the United States and Canada. Revenues are estimated at approximately $770 million pro forma for the Ryan Herco acquisition, as of the last twelve months ended December 31, 2017. The company is majority-owned by funds affiliated with Clayton Dubilier & Rice, LLC, a private equity firm that acquired STS in November 2017 for $525 million. SUNSHINE SEATTLE: Taps IBA as Business Evaluator ------------------------------------------------ Sunshine Seattle Enterprises, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire International Business Associates (IBA) as business evaluator. IBA, a business brokerage firm, will conduct a valuation of the Debtor's restaurant business and will provide other consulting services. The firm will charge $950 to prepare an opinion letter related to the value of the company. Additional consulting services will be billed at the rate of $275 per hour. IBA President Gregory Kovsky disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory Kovsky International Business Associates (IBA) 40 Lake Bellevue Drive, Suite 100 Bellevue, WA 98005 Phone: (425) 454-3052 About Sunshine Seattle Enterprises Sunshine Seattle Enterprises, LLC, operates a Taiwanese restaurant in Seattle's University District called Henry's Taiwan Kitchen. It leases the space in which it operates. Henry Kuo-Chiang Ku, 100% owner and managing member of 15W Kitchen, LLC, manages the restaurant. An involuntary Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14983) was filed against Sunshine Seattle Enterprises on Nov. 14, 2017, by its creditor Henry Kuo-Chiang Ku. Larry B. Feinstein, Esq., at Vortman & Feinstein, is the creditor's bankruptcy counsel. The Hon. Timothy W. Dore, the case judge, on Dec. 13, 2017, entered for relief against Sunshine Seattle under Chapter 11 of the U.S. Bankruptcy Code. The order for relief was entered after no responses to the involuntary petition were filed. Jeffrey B. Wells, Esq. and Emily Jarvis, Esq., at Wells and Jarvis, P.S., serve as the Debtor's bankruptcy counsel. TAKATA CORP: $1.6 Billion Sale to Key Safety Systems Completed -------------------------------------------------------------- Key Safety Systems on April 11, 2018, completed a $1.6 billion deal to acquire Takata Corp. According to a press statement, a consortium led by its parent Ningbo Joyson Electronic Corporation and PAG Asia Capital, an Asia based private equity firm and Future Industry Investment Fund ("SDIC") provided the funding to Key Safety Systems ("KSS") to successfully complete the acquisition of substantially all of the global assets of Japan-based Takata Corporation. Takata's liabilities associated with the recall of phase-stabilized ammonium nitrate (PSAN) airbag inflators and other liabilities were not acquired by KSS. KSS, headquartered in Michigan, USA, is a global leader in mobility safety. The combined company will be rebranded Joyson Safety Systems -- http://www.joysonsafety.com/-- and be headquartered in Auburn Hills, Michigan. "Joyson Safety Systems integrates the world-class assets and worldwide operations of KSS and Takata under one common organization and one shared mission to provide the best quality safety solutions to our customers," said Mr. Jeff Wang, Executive Chairman, Joyson Safety Systems. "We are excited about the opportunities created through this combination, and we are committed to providing safety solutions of the highest quality and reliability to drive the next generations of mobility." Joyson Safety Systems is a global leader in mobility safety, generating annual sales of about $7 billion. The company operates in 25 countries with more than 50,000 employees providing life-saving technologies to both automotive and non-automotive markets. The $1.588 billion transaction was funded using a combination of equity and debt. Ningbo Joyson Electronic Corporation (SHA: 600699, "Joyson Electronics") is the company's majority equity holder. PAG Asia Capital, an international private equity partner in the transaction, is the second-largest shareholder and will actively support the integration of Joyson Safety Systems. Future Industry Investment Fund also provided equity to support the transaction. PAG is a leading private equity firm based in Asia and manages over $20 billion in capital. The portfolio companies of PAG Asia Capital, PAG's buyout arm, include some of the best global brands based in the United States, such as Cushman & Wakefield and Lexmark International. "PAG has a long track record of working with our partners to build successful companies," said Weijian Shan, Chairman and CEO of PAG. "The combination of KSS and Takata creates a best-in-class business with strong growth potential. We're committed to working with Joyson Safety Systems to build an industry-leading company." Commenting on the company's new corporate branding, President Yuxin Tang added: "Our new visual identity represents Joyson Safety Systems optimistically advancing forward in a dynamic world. The elements of the circular logo symbolize the global unification of KSS, Takata and our parent company Joyson Electronics, while the bold and modern design reflects our confident and positive view of the future." The purchase agreement announced on November 21, 2017 was subject to a number of closing conditions, all of which have now been met, including antitrust clearance and bankruptcy court approvals in multiple countries. KSS has now successfully acquired substantially all of Takata's assets, except for certain assets related to the manufacturing and sale of phase-stabilized ammonium nitrate (PSAN) airbag inflators. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel, KPMG served as financial advisor, and Jefferies LLC acted as lead financial advisor to KSS. Nagashima Ohno & Tsunematsu, Weil Gotshal & Manges LLP, and Freshfields Bruckhaus Deringer LLP served as legal counsel to Takata. PricewaterhouseCoopers served as financial advisor, and Lazard served as investment banker to Takata. Paul Weiss Rifkind Wharton & Garrison LLP served as legal counsel to PAG. PAG -- http://www.pagasia.com/-- currently manages more than US$20 billion in capital for some of the world's largest private and institutional investors. About TK Holdings Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCooper54 is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. The Debtors Meunier Carlin & Curfman LLC, as special intellectual property counsel. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. * * * Takata Corporation on Feb. 21, 2018, disclosed that the U.S. Bankruptcy Court for the District of Delaware has confirmed the Fifth Amended Chapter 11 Plan of Reorganization filed by TK Holdings, Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's subsidiaries and affiliates. TENNECO INC: Moody's Puts Ba1 CFR Under Review for Downgrade ------------------------------------------------------------ Moody's Investors Service placed the ratings of Tenneco Inc., including its Ba1 Corporate Family and Ba1-PD Probability of Default ratings, under review for downgrade following the announcement that Tenneco has signed a definitive agreement to acquire Federal-Mogul LLC (Federal-Mogul), a leading global supplier to automotive original equipment manufacturers and the aftermarket. The Speculative Grade Liquidity Rating is currently SGL-2. Ratings placed on review for downgrade: Tenneco, Inc. Ba1, Corporate Family Rating; Ba1-PD, Probability of Default Rating; Ba2 (LGD5), Senior unsecured notes due 2026; Ba2 (LGD5), Senior unsecured notes due 2024, RATINGS RATIONALE According to the company's announcement, Tenneco will acquire Federal-Mogul for $5.4 billion through a combination of $800 million in cash, 5.7 million shares of Tenneco Class A common stock (representing a 9.9% voting interest), 23.8 million shares of Non-Voting Class B common stock and assumption of debt. The Tenneco Class A common stock and the Non-Voting Class B common stock will be issued to Icahn Enterprises, LP. Federal-Mogul is controlled by affiliates of Icahn Enterprises LP. The transaction represents about a 7.2x multiple of Tenneco's calculation of Federal-Mogul's adjusted EBITDA for 2017, before any synergies. On a pro forma basis for 2017, the transaction will increase Tenneco's Debt/EBITDA (inclusive of Moody's standard adjustments for both companies) to over 4x inclusive of estimated synergies, from 2.4x. Following the completion of the acquisition, Tenneco plans to separate the combined businesses into two independent, publicly traded companies through a tax-free spin-off to shareholders that will establish an aftermarket & ride performance (ARP) company and a powertrain technology (PT) company. The acquisition is expected to close in the second half of 2018, subject to regulatory and shareholder approvals and other customary closing conditions, with the separation occurring in the second half of 2019. Tenneco has put in place committed debt financing to fund the transaction, which will replace Tenneco's existing senior credit facilities and certain senior facilities at Federal-Mogul. Both the acquisition and planned business separation will be transformational for Tenneco. The PT business is expected be more closely aligned with trends in automotive powertrain technology toward increased fuel efficiency and more stringent emission controls. The ARP business is expected to be focused on the manufacture and distribution of aftermarket products, and in addition will retain Tenneco's existing OEM ride performance business. Looking through to the planned business separation, the transaction is expected to create two significant automotive parts suppliers in powertrain technology, and aftermarket & ride performance. Tenneco estimates that the PT and ARP businesses will have revenues of $10.7 billion and $6.4 billion, respectively. The capital structures of these companies and resulting credit profiles have not been announced. As such, Moody's review of Tenneco does not consider the potential capital structures of the separated businesses. Moody's believes the transaction is credit positive for the Federal-Mogul's senior secured debt holders, given the stronger credit metrics of Tenneco. However, the ratings of any Federal-Mogul debt assumed by Tenneco will abide until the completion of the review. The review will consider the earnings growth, cash flow, and liquidity prospects of the combined companies, and Moody's assessment of the potential capital structures of the separated businesses. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Federal-Mogul LLC, headquartered in Southfield, MI is a leading global supplier of products and services to the world's manufacturers and servicers of vehicles and equipment in the automotive, light, medium and heavy-duty commercial, marine, rail, aerospace, power generation and industrial markets. The company's products and services enable improved fuel economy, reduced emissions and enhanced vehicle safety. Federal-Mogul is controlled by affiliates of Icahn Enterprises L.P. Revenues in 2017 were $7.9 billion. Tenneco Inc., headquartered in Lake Forest, Illinois, is a leading manufacturer of automotive emissions control (approximately 70% of 2016 revenues) and ride performance (approximately 30%) products and systems for both the worldwide original equipment market and aftermarket. Leading brands include Monroe®, Rancho®, Clevite®, and Fric Rot ride control products and Walker®, Fonos, and Gillet emission control products. Revenue for 2017 was $9.3 billion. THINK FINANCE: Seeks to Expand Scope of Goodwin Procter Services ---------------------------------------------------------------- Think Finance, LLC, asked the U.S. Bankruptcy Court for the Northern District of Texas to authorize its special litigation counsel Goodwin Procter LLP to provide additional services. In its supplemental application, the Debtor requested the court to allow the firm to provide legal services in connection with claims asserted under the Racketeer Influenced and Corrupt Organizations Act, and other claims brought by consumer borrowers. Goodwin will provide the additional services on the same terms approved by the court in its previous order, which authorized the Debtor to employ the firm as special litigation counsel. About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate more than 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and American Legal Claims Services, LLC, as claims and noticing agent. On Nov. 2, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cole Schotz P.C. is the Committee's bankruptcy counsel. TOPBUILD CORP: Moody's Assigns Ba3 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a Ba3 Corporate Family Rating ("CFR") and a B1 rating on the proposed new $375 million of senior unsecured notes of TopBuild Corp. ("TopBuild"). In the same rating action, Moody's assigned a Ba3-PD Probability of Default and an SGL-2 Speculative Grade Liquidity rating. The outlook is stable. Proceeds of the note offering plus those from a $100 million delayed-draw Term Loan A (unrated), together with approximately $17 million of existing cash balances, will be used to finance the $475 million purchase price, plus fees and expenses, of USI Corporation (unrated), the third largest installer of insulation in the US. The following ratings were assigned: Assignments: Issuer: TopBuild Corp. -- Probability of Default Rating, Assigned Ba3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned Ba3 -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) Outlook Actions: Issuer: TopBuild Corp. -- Outlook, Assigned Stable RATINGS RATIONALE The Ba3 CFR reflects TopBuild's position as the #1 player in a very fragmented and rapidly consolidating sector, with its position now being further enhanced by the acquisition of the #3 player, USI Corporation. With this acquisition, TopBuild becomes double the size of the #2 player, Installed Building Products Inc. (rated B1), has over 290 installation and distribution locations nationwide, and has the capacity to further expand its market share in high growth markets with smaller tuck-in acquisitions. In addition, the Ba3 rating acknowledges TopBuild's strong credit metrics, many of which map to a higher-than-Ba3 rating in Moody's Distribution and Supply Chain Services sector methodology scorecard; its successful acquisition track record to date; and Moody's positive outlook on the homebuilding industry, which is TopBuild's key end market. At the same time, even after the acquisition, the company remains a small player in the Distribution and Supply Chain Services industry. In addition, the rating considers that the acquisition of USI Corporation represents TopBuild's largest acquisition to date, which magnifies the always-present integration challenges; the spike in debt leverage, from a Moody's-adjusted 1.7x debt/EBITDA at year-end 2017 to a pro forma 3.1x, which Moody's expects to be temporary; the company's short history as a stand-alone entity, with its having been spun off from Masco Corporation in June 2015; the company's heavy reliance on the fortunes of the homebuilding industry, which has proven to be very volatile and cyclical; and the sizable goodwill and intangibles balances on its balance sheet, which may have to be written down or written off in the next downturn depending on the severity of the downturn. The stable outlook incorporates Moody's expectation that TopBuild will quickly reduce Moody's-adjusted debt leverage to 2.5x or lower and that other key metrics will continue to strengthen. The rating is unlikely to be upgraded in the near term because of the company's small size when compared to its peer group and its somewhat limited product diversity. Longer term, an upgrade would be considered if the company were to reach annual revenues exceeding $5 billion and EBITA exceeding $600 million. In addition, the company would need to continue strengthening its other credit metrics and maintain good liquidity. The rating could be downgraded if Moody's-adjusted debt/EBITDA were to exceed 3.5x on a sustained basis, if EBITA to interest were to fall below 2.5x, or if free cash flow were to turn negative on an annual basis. In addition, the ratings would be pressured if Moody's were to sense that TopBuild's apparent commitment to maintaining a conservative financial policy was ebbing. TopBuild's SGL-2 Speculative Grade Liquidity rating indicates Moody's assessment that the company's liquidity position over the next 12 to 18 months will be good. The company had $57 million of unrestricted cash at 12/31/17, consistently positive free cash flow, an undrawn $250 million revolver due 2022 with $47 million of Standby Letters of Credit outstanding thereunder, and covenants that include a net leverage requirement of 3.75x that steps down to 3.5x and 3.25x in the next two years and a fixed charge coverage test of 1.25x. Moody's expects TopBuild to be and remain in compliance with its covenants despite the added debt load, although the headroom under the net leverage test may become somewhat tight in a downturn scenario. The B1 rating on the senior unsecured notes reflects their junior position in a capital structure that has sizable secured debt. Spun off from Masco Corporation in 2015 and headquartered in Daytona Beach, FL, TopBuild Corp. is the largest purchaser, installer, and distributor of insulation and related products in the US. Revenues and net income for 2017 were approximately $1.9 billion and $158 million, respectively. USI Corporation, a private, unrated company, is the third largest installer and distributor of insulation and related products in the US. Founded in 1998 and headquartered in St. Paul, MN, the company had revenues of $362 million in 2017. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. US STEEL: Fitch Raises IDR to BB- & Alters Outlook to Positive -------------------------------------------------------------- Fitch Ratings has upgraded United States Steel Corporation's (U. S. Steel, NYSE:X) Long-Term Issuer Default Rating (IDR) to 'BB-' from 'B+'. The Rating Outlook has been revised to Positive from Stable. The rating is supported by a combination of improved profitability, further cost reduction and efficiency efforts, and debt repayments, which results in Fitch's forecasted debt/operating EBITDAR remaining below 3.5x through the ratings horizon. Fitch expects U.S. Steel will remain FCF positive in benign market conditions through the ratings horizon despite a period of elevated capex spending associated with the asset revitalization program. Fitch expects annual EBITDA of at least $1.1 billion per year and capex at about $0.9 billion per annum. The upgrade of the senior unsecured debt to 'BB-'/'RR4' from 'B'/'RR5' reflects the upgrade of the IDR and the pro forma $780 million reduction of secured debt in the capital structure. The Positive Outlook reflects the improved environment for North American steel, Fitch's positive outlook for global steel, and the possibility that total debt/operating EBITDAR will be sustained below 3.0x.. The Outlook could be stabilized if Fitch expects total adjusted debt/EBITDAR to be sustained in the 3.0x - 4.0x range and EBITDAR margins to be sustained in the 7.5%-9.0% range. KEY RATING DRIVERS De-Leveraging: U. S. Steel reduced debt by $332 million in 2017 compared with 2016. On March 13, 2018, the company announced a cash tender offer to redeem any and all of its $780 million of its senior secured notes due 2021 with proceeds from $650 million of newly issued senior unsecured notes due 2026 and cash on hand. The company has accepted for tender $498.8 million of the 2021 notes and will redeem the remaining outstanding amount on April 12, 2018. Fitch expects annual operating EBITDA to be over $1 billion through the forecast period, which, in combination with the lower debt levels, results in total debt to operating EBITDAR sustained below 3.5x through the ratings horizon. Healthy Domestic Steel Market: China's permanent capacity reductions and winter capacity cuts to combat pollution has strengthened Chinese domestic prices, lowered exports and provided support for North American prices, which has resulted in improved margins for domestic steel producers in 2017. Announcements that the U.S. will impose 25% tariffs on steel imports has led to some further price appreciation in 1Q 2018, which Fitch believes will benefit U.S. producers in the short-term; however, Fitch views the longer-term effect as less certain. Fitch expects prices will moderate reflecting lower raw material costs but expects margins will remain relatively healthy given current solid demand in most end markets, a trend in domestic steel producers focusing on higher value-added mix, and Fitch's view that domestic producers will remain disciplined in their approach to bringing on new capacity. Raw Materials Control: Generally, U. S. Steel consumes 0.3 tons of scrap, 0.3 tons of coke (produced from 1.4 tons of coal), and 1.3 tons of iron ore to produce 1 ton of raw steel. Given integrated steel production is capital intensive with 60%-70% of the cost structure fixed, profitability benefits from high capacity utilization rates and access to inexpensive iron and coal. The company benefits from being backward integrated into steelmaking raw materials through its ownership of iron ore mines and coke production facilities. In 2017, U. S. Steel produced 22.4 million tons of iron ore pellets and 4.9 million tons of coke. U. S. Steel also sources 40% of scrap internally. The company restarted the Keetac iron ore operation in 1Q 2017, which was idled in May 2015 as a result of lower steel production. U. S. Steel has iron ore pellet production capacity that exceeds its steelmaking capacity in the U.S. and has agreements to supply iron ore pellets to third parties over the next several years. A period of higher iron ore prices, which also tends to drive steel prices higher, has benefitted the company. Fitch expects iron ore prices will moderate to $55/tonne on average in 2018 and 2019. All of U. S. Steel's coking coal requirements are purchased from outside sources, exposing the company to volatile coking coal prices. Prices are normally negotiated annually in North America and quarterly in Europe. Fitch expects hard coking coal prices to average $135/tonne in 2018 and $120/tonne in 2019 on improved supply. Reduced Break-even: U. S. Steel reported $491 million of Carnegie Way benefits in 2017 following $745 million of benefits in 2016 and $815 million in 2015, the bulk of which were in the flat-rolled group. Prior to this program, Fitch would have estimated break-even capacity utilization in the 67%-70% range, whereas the segment was profitable with average capacity utilization of 60%. Over the past few years, the company has strategically taken out some of its higher cost capacity, which has resulted in lower volumes, and along with a healthier domestic environment and cost reduction efforts, has helped improve margins. Asset Revitalization: The $2 billion asset revitalization program includes $300 million for iron making, $300 million for steel making and casting, $500 million for hot strip operations and $400 million for finishing operations. U. S. Steel projects a $275-$375 million EBITDA improvement by 2020. Fitch views the spending on assets positively given that improved market conditions affords ample liquidity to support a period of higher capex after a period of maintenance level spending. Fitch believes the company has flexibility concerning the pace and scope of the program should there be a period of weakness in the steel market. OCTG Recovery: U. S. Steel is a domestic supplier of oil country tubular goods used in oil and gas drilling with 1.5 million tons of annual capacity. The extreme curtailment in drilling activity in 2015 and 2016 resulted in lower demand, a substantial inventory overhang and very low capacity utilization. In December 2016, the company decided to permanently shut down the Lorain #4 and Lone Star #1 pipe mills and its Bellville Tubular Operations and in March of 2017 also decided to permanently shut the Lorain #6 Quench and Temper Mill. The company restarted its Lone Star No. 2 welded pipe mill in late April 2017 and operations started generating profits in the second half of the year. Overall, the company has reduced its annual tubular capacity to 1.5 million tons compared with 2.8 million tons in 2015 when oil prices and drilling activity fell. Fitch believes the market for oil country tubular goods has bottomed and will continue to recover, although at a modest pace. DERIVATION SUMMARY U. S. Steel compares favorably with integrated steel producer AK Steel holding Corp. (b*/Stable) on size, raw material self-sufficiency, diversification and leverage metrics. U. S. Steel is larger in terms of total shipments but is less profitable and has weaker credit metrics than electric arc producer Steel Dynamics, Inc. (bb+*/Stable). U. S. Steel is smaller, less diversified and has weaker margins and lower profitability compared to larger global peers with North American production ArcelorMittal SA (BB+/Positive) and Gerdau S.A. (BBB-/Stable). U. S. Steel's elevated capex associated with its asset revitalization program results in lower projected FCF levels compared with peers although Fitch views the spending on assets positively after a period of maintenance level spending and notes the company has ample liquidity and the ability to adjust the pace and scope of the program should market conditions weaken. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Higher prices flat-rolled prices in 2018, declining modestly thereafter; -- Flat-rolled volumes improve with the Granite City restart; -- Tubular segment shipments and prices continue to recover modestly; -- Capex elevated until the asset revitalization program is complete; and -- No change to dividend policy and no acquisitions through the forecast period. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Total adjusted debt/EBITDAR sustained below 3.0x. -- EBITDAR margins sustained above 9%. -- Demonstrated progress on asset revitalization program spending. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Total adjusted debt/EBITDAR sustained above 4.0x. -- Sustained negative FCF. -- EBITDAR margins sustained below 7.5%. LIQUIDITY Strong Liquidity: As of Dec. 31, 2017, U. S. Steel had $1.6 billion of cash and cash equivalents and full availability under its $1.5 billion ABL credit facility. Fitch estimates cash on hand pro forma for the notes issuance and tender at $1.3 billion. In addition, the company had $297 million available under its U. S. Steel Kosice credit facilities. Fitch expects U. S. Steel will be modestly FCF positive despite elevated capex associated with the accelerated asset revitalization program. Fitch believes the company has flexibility to adjust the pace and scope of spending should market conditions weaken and notes that FCF levels could vary depending on the timing of spend. U. S. Steel extended the maturity of its $1.5 billion ABL credit facility to February 2023. On March 13, 2018 the company announced a cash tender offer to purchase any and all of its 8.375% senior secured notes due 2021 with proceeds from $650 million of new unsecured notes due 2026 and cash on hand. The next material maturity is $432 million of notes due 2020 with no maturities thereafter until 2025. Fitch believes the company will have ample liquidity to meet the 2020 maturity. FULL LIST OF RATING ACTIONS Fitch upgrades the following ratings: United States Steel Corporation -- Long-term IDR to 'BB-' from 'B+'; -- Senior Unsecured notes to 'BB-'/'RR4' from 'B'/'RR5'. Fitch affirms the following ratings: -- Senior secured credit facility at 'BB+'/'RR1'; -- Senior secured notes at 'BB+'/'RR1'. The Rating Outlook has been revised to Positive from Stable. VINE OIL: Moody's Hikes CFR & Term Loan B Rating to 'B3' -------------------------------------------------------- Moody's Investors Service upgraded Vine Oil & Gas LP's Corporate Family Rating (CFR) to B3 from Caa1, its Probability of Default Rating (PDR) to B3-PD from Caa1-PD and the Term Loan B rating to B3 from Caa1. Additionally, Moody's affirmed Vine's unsecured notes rating at Caa2. The ratings outlook is stable. "Vine's upgrade reflects the company's production growth, modestly improved proved developed reserves scale through 2017, and its adequate liquidity. Vine also benefits from its highly productive acreage in the Haynesville/Mid-Bossier shale formations, resulting in superior capital efficiency" commented Sreedhar Kona, Moody's Senior Analyst. "Vine's projected cash flow outspend through 2018 and 2019, and its midstream gathering liabilities constrain the ratings." Debt List: Upgrades: Issuer: Vine Oil & Gas, LP -- Corporate Family Rating, Upgraded to B3 from Caa1 -- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD -- Senior Secured Bank Credit Facility Term Loan B, Upgraded to B3 (LGD3) from Caa1 (LGD3) Affirmations: Issuer: Vine Oil & Gas, LP -- $530 million senior unsecured notes due 2023, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Vine Oil & Gas, LP -- Outlook, Stable RATINGS RATIONALE: Vine's B3 CFR incorporates its current production level, cash flow based credit metrics supported by a strong hedge book and adequate liquidity offset by low proved developed reserves scale. Vine's ratings are constrained by its low level of proved developed (PD) reserves and high financial leverage as measured by the debt to PD reserves ratio. Vine's debt to PD reserves ratio at the end of 2017 was about $20 per boe and will decline further in 2018 as the company develops its acreage through significant capital expenditure. The remaining payments through 2020, associated with midstream gathering liabilities and related minimum volume commitments also constrain the ratings. Vine's somewhat improved liquidity, through the issuance of unsecured notes in 2017, reinforced its ability to grow production by further developing its acreage. The company's cash flow metrics are expected to improve mostly supported by its strong hedge book that provides substantial certainty of cash flows through 2018 and 2019. Moody's projects Vine's average daily production for 2018 to be approximately 80 Mboe per day, an increase of over 40% as compared to its 2017 production of 56 Mboe per day. Retained cash flow to debt for 2018 will be above 20%, rising from 14% in 2017. Vine also benefits from its highly productive acreage in Haynesville/Mid-Bossier formations and its low finding and development costs contributing to a superior capital efficiency. Vine's term loan B facility is rated B3 under Moody's Loss Given Default methodology, reflecting the support provided by the substantial amount of unsecured notes subordinated to the term loan. The Term Loan B also benefits from guarantees from Vine's subsidiaries and security in substantially all the assets of Vine. However, Term Loan B is contractually subordinated to Vine's $150 million superpriority loan and its $350 million revolving credit facility, which benefit from a higher priority lien on the collateral. The Caa2 rating on the $530 million senior unsecured notes, two notches below the B3 CFR, reflects its subordination to Vine's $150 million superpriority loan, $350 million senior secured revolving credit facility and the $400 million senior secured Term Loan B ($339 million outstanding as of December 31, 2017). Vine's liquidity profile is adequate reflecting its cash flow support from strong hedges, high reliance on its revolver and ability to maintain covenant compliance. As of year-end, 2017, Vine had a cash balance of approximately $24 million and $132 million availability under its $350 million borrowing base revolving credit facility due in November 2019. 91% of Vine's 2018 expected production and 76% of 2019 expected production is hedged above current market prices. Moody's expects Vine to use its balance sheet cash, operating cash flow and revolver borrowings to meet its cash needs including capital expenditures through 2018 and 2019. Maintenance financial covenants are limited to a Debt to EBITDA covenant of 3.0x (stepping down to 2.5x from June 2018) that only includes revolver drawings and the superpriority loan balance. Moody's expects the company to maintain strong cushion under the covenant for future compliance through mid-2019. Vine's adequate liquidity and high capital efficiency contributing to modest reserves growth through 2019 are reflected in the company's stable outlook. Vine's ratings could be upgraded if it grows its reserve base resulting in a debt to PD reserves ratio of less than $10 per boe, while increasing its retained cash flow to debt ratio towards 20% and maintaining adequate liquidity. The ratings could be downgraded if the company's liquidity worsens, or if the company is unable to execute on its development and production growth plans. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Headquartered in Plano, Texas, Vine Oil & Gas LP is a natural gas-focused private independent exploration and production company formed in 2014, in partnership with its private equity sponsor, The Blackstone Group L.P. (Blackstone). WEINSTEIN COMPANY: Seeks to Hire FTI, Appoint CRO ------------------------------------------------- The Weinstein Company Holdings LLC has filed an application seeking approval from the U.S. Bankruptcy Court for the District of Delaware to hire FTI Consulting, Inc. FTI, through its senior managing directors Robert Del Genio and Luke Schaeffer, will provide interim management services to the company and its affiliates in connection with their Chapter 11 cases. Messrs. Del Genio and Schaeffer will be appointed as the Debtors' chief restructuring officer and chief strategy officer. The firm's hourly rates are: Senior Managing Directors $875 - $1,075 Senior Advisors $875 - $1,075 Managing Directors $780 - $855 Senior Directors $715 - $795 Directors $650 - $770 Senior Consultants $470 - $620 Consultants $345 - $475 Administrative $135 – $265 Paraprofessionals $135 – $265 The Debtors have agreed to pay FTI an additional fee of $350,000 upon the closing and funding whether partially or in full of a financing transaction; and $1.5 million as additional consideration for the firms "transaction support" upon the closing and funding, whether partially or in full, of a transaction. FTI has received $1,607,975 from the Debtors for fees, charges and disbursements incurred prior to the petition date. As of the petition date, the firm has an outstanding balance of $284,522.08 for pre-bankruptcy services and holds a retainer of $100,000. Neither FTI nor any of its employees holds or represents interests adverse to the Debtors' estates, according to court filings. FTI can be reached through: Robert Del Genio Luke Schaeffer Thomas Ackerman Greg Milne FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY 10036 Tel: +1 212 247 1010 Fax: +1 212 841 9350 http://www.fticonsulting.com/ E-mail: bob.delgenio@fticonsulting.com E-mail: luke.schaeffer@fticonsulting.com 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. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. WEINSTEIN COMPANY: Taps Cravath Swaine as Legal Counsel ------------------------------------------------------- The Weinstein Company Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Cravath, Swaine & Moore LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; provide assistance in connection with any bankruptcy plan proposed in the Debtors' cases; assist in any potential sale or disposition of their assets; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $1,000 to $1,400 for partners, $585 to $905 for associates, and $255 to $355 for paralegals. The principal professionals and paraprofessionals designated to represent the Debtors and their standard hourly rates are: Michael Goldman $1,400 George Zobitz $1,400 Karin DeMasi $1,360 Paul Zumbro $1,360 Andrew Elken $1,000 Lauren Kennedy $905 Paul Sandler $835 Andrew Wark $835 Sanjay Murti $805 David Kumagai $790 Stephanie Marshak $705 Evan Schladow $705 Catriela Cohen $585 Daniel Lin $585 Claire O'Brien $585 Rachel Klein $315 James Curbow $290 Andrew Adler $270 Prior to the Petition Date, Cravath received from the Debtors payments totaling $2,144,379 in connection with the preparation for the filing of their cases. Paul Zumbro, Esq., a partner at Cravath, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Zumbro disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Cravath professional has varied his rate based on the geographic location for the Debtors' cases. Mr. Zumbro also disclosed that the firm has advised the Debtors in connection with their restructuring efforts and in contemplation of their cases since March 2018 but the billing rates and material financial terms of its engagement have not changed post-petition from the pre-bankruptcy arrangement. The firm, in conjunction with the Debtors, is developing a prospective budget and staffing plan for their cases, according to Mr. Zumbro. Cravath can be reached through: Paul H. Zumbro, Esq. George E. Zobitz, Esq. Karin A. DeMasi, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Tel: (212) 474-1000 Fax: (212) 474-3700 E-mail: pzumbro@cravath.com E-mail: jzobitz@cravath.com E-mail: kdemasi@cravath.com 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. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. WEINSTEIN COMPANY: Taps Moelis & Company as Investment Banker ------------------------------------------------------------- The Weinstein Company Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Moelis & Company LLC as investment banker. The company and its affiliates require the services of the firm to enable them to effect a potential sale or financing transaction. These services include assisting them in identifying and evaluating candidates for a transaction; preparing a marketing plan; and assisting the Debtors in developing a strategy to effectuate the transaction. Moelis will be paid a monthly fee of $150,000 during the term of its employment. Moreover, the firm will get a non-refundable cash fee at the closing of each sale transaction calculated separately with respect to each transaction of 1.5% of "transaction value," subject to a minimum fee of $7 million on account of all sale transactions. The Debtors will pay a separate fee for each sale transaction, provided that they will pay no less than the minimum fee at the closing of the first transaction. To the extent that 1.5% of the transaction value of the first sale transaction is less than $7 million, Moelis will credit the difference against any subsequent sale transaction fee payable to the firm. Meanwhile, if a financing transaction is completed, Moelis will get a non-refundable cash fee of 2% of the aggregate gross amount of debt obligations and other interests raised in a financing transaction, provided that the firm will reduce its financing transaction fee to 1% of the aggregate gross amount of debt obligations and other interests raised from any of the Debtors' current lenders as of March 30. Moreover, any financing transaction fee earned on account of any debtor-in-possession financing approved in the Debtors' cases will be payable at the closing of the first sale transaction. Carlos Jimenez, managing director of Moelis, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Carlos Jimenez Moelis & Company LLC 399 Park Avenue, 5th Floor New York, NY 10022 Tel: +1 310-443-2338 / +1 212-883-3800 Fax: +1 212-880-4260 Email: carlos.jimenez@moelis.com 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. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. WEINSTEIN COMPANY: Taps Richards Layton as Co-Counsel ----------------------------------------------------- The Weinstein Company Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Richards, Layton & Finger, P.A. Richards Layton will serve as co-counsel with Cravath, Swaine & Moore LLP, the firm tapped by Weinstein and its affiliates to be their lead bankruptcy counsel. The firm's hourly rates range from $545 to $925 directors, $575 to $625 for counsel, and $330 to $625 for associates. Paraprofessionals charge $255 per hour. The principal professionals and paraprofessionals designated to represent the Debtors and their standard hourly rates are: Mark Collins $925 Paul Heath $750 Zachary Shapiro $610 Brett Haywood $450 David Queroli $385 M. Lynzy McGee $255 On March 19, Richards Layton held a retainer balance of $600,000. The retainer has been fully expended for fees and expenses incurred prior to the Petition Date. Richards Layton is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark D. Collins, Esq. Paul N. Heath, Esq. Zachary I. Shapiro, Esq. Brett M. Haywood, Esq. David T. Queroli, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: collins@rlf.com E-mail: heath@rlf.com E-mail: shapiro@rlf.com E-mail: haywood@rlf.com E-mail: queroli@rlf.com 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. The Debtors also tapped FTI Consulting, Inc. as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. WESTMORELAND COAL: Tontine Entities Lower Stake to 4.3% ------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Jeffrey L. Gendell, et al., disclosed that they own approximately 4.3% of Westmoreland Coal Company's outstanding common stock as of April 5, 2018. Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- Tontine Capital Management, L.L.C. 101,306 0.5% Tontine Management, L.L.C. 37,462 0.2% Tontine Capital Overseas Master Fund II, L.P. ("TCP 2") 0 0% Tontine Asset Associates, L.L.C. 0 0% Tontine Associates, L.L.C. 116,025 0.6% Jeffrey L. Gendell 803,793 4.3% Mr. Gendell serves as the managing member of TCM, TM, TAA and TA. The percentages are calculated based upon 18,771,643 shares of Common Stock issued and outstanding as of March 29, 2018, as reflected in the Annual Report on Form 10-K filed by the Company on April 2, 2018. In the last 60 days, TCP 2 has sold a total of 1,058,145 shares of Common Stock in multiple transactions. As a result of the transactions, the Reporting Persons ceased to beneficially own more than five percent of the outstanding Common Stock of the Issuer on April 5, 2018. The filing of this Amendment No. 28 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. A full-text copy of the regulatory filing is available at: https://is.gd/6DDZor About Westmoreland Coal Based in Englewood, Colorado, Westmoreland Coal Company -- http://www.westmoreland.com/-- is an independent coal company based in the United States. The Company produces and sell thermal coal primarily to investment grade utility customers under long-term, cost-protected contracts. Its focus is primarily on mine locations which allow it to employ dragline surface mining methods and take advantage of close customer proximity through mine-mouth power plants and strategically located rail transportation. At Dec. 31, 2017, the Company's U.S. coal operations were located in Montana, Wyoming, North Dakota, Texas, New Mexico and Ohio, and its Canadian coal operations were located in Alberta and Saskatchewan. The Company sold 49.7 million tons of coal in 2017. Westmoreland Coal reported a net loss applicable to common shareholders of $71.34 million for the year ended Dec. 31, 2017, compared to a net loss applicable to common shareholders of $27.10 million for the year ended Dec. 31, 2016, and a net loss applicable to common stockholders of $213.64 million for the year ended Dec. 31, 2015. As of Dec. 31, 2017, Westmoreland Coal had $1.38 billion in total assets, $2.13 billion in total liabilities and a total deficit of $743.44 million. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Ernst & Young LLP stated that the Company has a substantial amount of long-term debt outstanding, is subject to declining industry conditions that are negatively impacting the Company's financial position, results of operations, and cash flows, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. * * * In March 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. XTRALIGHT MANUFACTURING: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: XtraLight Manufacturing, Ltd. fdba Xtra Light Manufacturing Partnership, Ltd. fdba X-tra Light Manufacturing, Inc. dba Utility Metering Solutions 8812 Frey Road Houston, TX 77034 Type of Business: Founded in 1986, XtraLight Manufacturing, Ltd. designs, develops, and manufactures lighting products for commercial, retail, institutional, and industrial lighting projects. Based in Houston, Texas, XtraLight offers a complete line of LED lighting solutions including indoor LED, outdoor LED, architectural LED and fluorescent. http://www.xtralight.com/ Chapter 11 Petition Date: April 11, 2018 Case No.: 18-31857 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Counsel: Deirdre Carey Brown, Esq. HOOVER SLOVACEK LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, Tx 77056 Tel: 713-977-8686 Fax: 713-977-5395 Email: brown@hooverslovacek.com - and - Melissa Anne Haselden, Esq. HOOVER SLOVACEK LLP Galleria II Tower 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713.977.8686 Fax: 713.977.5395 Email: Haselden@hooverslovacek.com - and - Brendetta Anthony Scott, Esq. HOOVER SLOVACEK LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713-977-8686 Fax: 713-977-5395 Email: scott@hooverslovacek.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Jerry Caroom, president and manager of XLM Management, LLC, Debtor's general partner. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-31857.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Almeco USA $42,448 Email: accounting@almeco.com Arrow Electronics $14,920 Email: cheri.lujan@arrow.com Brios Media $10,000 Email: info@briosmedia.com Casner & Edwards $59,143 Email: info@casneredwards.com Corporate Unicorn Unlimited $89,828 Email: bella@thrivevalue.com Custom Aluminum Product, Inc. $8,699 Email: nmcgowan@custom-aluminum.com Excergy $8,750 Email: info@excergy.com Future Electronics $229,064 Email: George.Livignstone@FutureElectronics.com GE Lighting $10,306 Email: monikairisdelos.santos@ge.com GI Circuits, Inc. $46,727 Email: jane1129@gicircuits.com Integrity Plumbing $18,620 Inventronics USA, Inc. $8,346 Email: accounting@inventronics.com Keeling Company $93,285 Pexco, LLC-Philadelphia $15,419 Email: Toney.Burgan@pexco.com Philips Lighting $7,606 Philips Lighting $35,600 Electronics Email: michelle.campos@lighting.com Sandee Manufacturing $9,242 Email: emcleod@sandeeplastics.com Strictly Electrical Solutions, LLC $15,000 Super Rooter Inc. $15,000 Water Energy $18,187 [^] BOOK REVIEW: Hospitals, Health and People --------------------------------------------- Author: Albert W. Snoke, M.D. Publisher: Beard Books Softcover: 232 pages List Price: $34.95 Review by Francoise C. Arsenault Order your personal copy today at http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html Hospitals, Health and People is an interesting and very readable account of the career of a hospital administrator and physician from the 1930's through the 1980's, the formative years of today's health care system. Although much has changed in hospital administration and health care since the book was first published in 1987, Dr. Snoke's discussion of the evolution of the modern hospital provides a unique and very valuable perspective for readers who wish to better understand the forces at work in our current health care system. The first half of Hospitals, Health and People is devoted to the functional parts of the hospital system, as observed by Dr. Snoke between the late 1930's through 1969, when he served first as assistant director of the Strong Memorial Hospital in Rochester, New York, and then as the director of the Grace-New Haven Hospital in Connecticut. In these first chapters, Dr. Snoke examines the evolution and institutionalization of a number of aspects of the hospital system, including the financial and community responsibilities of the hospital administrator, education and training in hospital administration, the role of the governing board of a hospital, the dynamics between the hospital administrator and the medical staff, and the unique role of the teaching hospital. The importance of Hospitals, Health and People for today's readers is due in large part to the author's pivotal role in creating the modern-day hospital. Dr. Snoke and others in similar positions played a large part in advocating or forcing change in our hospital system, particularly in recognizing the importance of the nursing profession and the contributions of non-physician professionals, such as psychologists, hearing and speech specialists, and social workers, to the overall care of the patient. Throughout the first chapters, there are also many observations on the factors that are contributing to today's cost of care. Malpractice is just one example. According to Dr. Snoke, "malpractice premiums were negligible in the 1950's and 1960's. In 1970, Yale-New Haven's annual malpractice premiums had mounted to about $150,000." By the time of the first publication of the book, the hospital's premiums were costing about $10 million a year. In the second half of Hospitals, Health and People, Dr. Snoke addresses the national health care system as we've come to know it, including insurance and cost containment; the role of the government in health care; health care for the elderly; home health care; and the changing role of ethics in health care. It is particularly interesting to note the role that Senator Wilbur Mills from Arkansas played in the allocation of costs of hospital-based specialty components under Part B rather than Part A of the Medicare bill. Dr. Snoke comments: "This was considered a great victory by the hospital-based specialists. I was disappointed because I knew it would cause confusion in working relationships between hospitals and specialists and among patients covered by Medicare. I was also concerned about potential cost increases. My fears were realized. Not only have health costs increased in certain areas more than anticipated, but confusion is rampant among the elderly patients and their families, as well as in hospital business offices and among physicians' secretaries." This aspect of Medicare caused such confusion that Congress amended Medicare in 1967 to provide that the professional components of radiological and pathological in-hospital services be reimbursed as if they were hospital services under Part A rather than part of the co-payment provisions of Part B. At the start of his book, Dr. Snoke refers to a small statue, Discharged Cured, which was given to him in the late 1940's by a fellow physician, Dr. Jack Masur. Dr. Snoke explains the significance the statue held for him throughout his professional career by quoting from an article by Dr. Masur: "The whole question of the responsibility of the physician, of the hospital, of the health agency, brings vividly to mind a small statue which I saw a great many years ago.it is a pathetic little figure of a man, coat collar turned up and shoulders hunched against the chill winds, clutching his belongings in a paper bag-shaking, tremulous, discouraged. He's clearly unfit for work-no employer would dare to take a chance on hiring him. You know that he will need much more help before he can face the world with shoulders back and confidence in himself. The statuette epitomizes the task of medical rehabilitation: to bridge the gap between the sick and a job." It is clear that Dr. Snoke devoted his life to exactly that purpose. Although there is much to criticize in our current healthcare system, the wellness concept that we expect and accept today as part of our medical care was almost nonexistent when Dr. Snoke began his career in the 1930's. Throughout his 50 years in hospital administration, Dr. Snoke frequently had to focus on the big picture and the bottom line. He never forgot the importance of Discharged Cured, however, and his book provides us with a great appreciation of how compassionate administrators such as Dr. Snoke have contributed to the state of patient care today. Albert Waldo Snoke was director of the Grace-New Haven Hospital in New Haven, Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also taught hospital administration at Yale University and oversaw the development of the Yale-New Haven Hospital, serving as its executive director from 1965-1968. From 1969-1973, Dr. Snoke worked in Illinois as coordinator of health services in the Office of the Governor and later as acting executive director of the Illinois Comprehensive State Health Planning Agency. Dr. Snoke died in April 1988. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***