/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180423.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 23, 2018, Vol. 22, No. 112 Headlines 37 CALUMET STREET: Case Summary & 2 Unsecured Creditors 401 PROPERTIES: Summary Judgment Order in Favor of BBG Upheld 505 CONGRESS: Taps Parker & Associates as Legal Counsel ABENGOA KANSAS: Court Junks Drivetrain Bid for Stay Pending Appeal AIR CANADA: Fitch Alters Outlook to Positive & Affirms BB- IDR ALPHATEC HOLDINGS: Amends Registration Rights Agreement ALPHATEC HOLDINGS: Registers 36.1M Shares for Possible Resale ALPINE 4 TECHNOLOGIES: Incurs $2.99 Million Net Loss in 2017 ALVIN LEON HERRICK: Anti-Slapp Orders in Favor of C. Herrick Upheld BAY TIDE: U.S. Trustee Unable to Appoint Committee BERTUCCI'S HOLDINGS: Taps Prime Clerk as Claims Agent BERTUCCI'S HOLDINGS: Wants to Obtain DIP Financing From Right Lane BIOLITEC INC: Must Comply with Discovery Order BLINK CHARGING: Reports $79.6 Million Net Loss for 2017 BOOTIQUE TRENDS: Case Summary & 20 Largest Unsecured Creditors CAFE TIRAMISU: Taps West Auctions as Appraiser CALIFORNIA RESOURCES: Chevron Acquires 6.2% Stake CAPRI COAST: $906K Sale of All Assets to Gifted Joyfully Approved CARLETON FARMS: Taps Keith Y. Boyd as Legal Counsel CARLETON FARMS: Taps Vanden Bos & Chapman as Co-Counsel CELADON GROUP: Common Stock Delisted from NYSE CHINA COMMERCIAL: Widens Net Loss to $10.7 Million in 2017 COBALT INT'L: Files Further Modified 4th Amended Plan COLLINS & AIKMAN: Consent Decree Resolves DTSC Claims vs Van Over COMMERCIAL METALS: S&P Affirms 'BB+' CCR, Off CreditWatch Negative COMMUNITY HEALTH: Widens Net Loss to $2.39 Billion in 2017 CUZCO DEVELOPMENT: Court Junks Joint Bid to Vacate May 3 Order D&M INVESTMENTS: Proposes Auction of Former Ramada Hotel DAILY GAZETTE: Authorized to Disburse Net Sale Proceeds DAVID GEERTS: $515K Sale of Fulton Farm to Dombush Approved DEB STORES: Relationship with CP Requires Further Discovery DEXTERA SURGICAL: Taps Altum Partners as Tax Advisor DIAMONDHEAD CASINO: Incurs $1.31 Million Net Loss in 2017 DJO FINANCE: Lowers Net Loss to $35.1 Million in 2017 DOW RUMMEL: Fitch Affirms BB on Series 2016 & 2017 Health Bonds EAGLE REBAR: Taps Coastal Realty Group as Real Estate Broker EAGLE SUPER: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable EMPRESAS BENITEZ: Case Summary & 20 Largest Unsecured Creditors ENERGY FUTURE: Dist. Court Affirms Order Against Delaware Trust ENERGY FUTURE: Dist. Ct. Affirms Order Disallowing W. English Claim ENERGY TRANSFER: Fitch Assigns 'BB' Preferred Equity Rating ENERGY TRANSFER: S&P Rates $450MM Series C Preferred Units 'BB' ERI AMERICA: Case Summary & 20 Largest Unsecured Creditors ETERON INC: Taps Clayson, Maxwell Dunn as Legal Counsel EV ENERGY: Disclosure Statement Hearing Set for May 15 EV ENERGY: Files Plan of Reorganization FIDELITY & GUARANTY: Fitch Rates $550MM 7-Yr. Unsec. Notes 'BB' FIDELITY & GUARANTY: S&P Rates New Senior Unsecured Debt 'BB+' FIRST CAPITAL: Sale of All Assets to 13th Floor/Pilot Approved FIRST PHOENIX-WESTON: PCO Reports No Significant Care Issues GELTECH SOLUTIONS: Reports Unregistered Sales of 4.2M Shares GENON ENERGY: Seeks to Further Modify Chapter 11 Plan GLENWOOD PROPERTY: Case Summary & 2 Unsecured Creditors GO YE VILLAGE: PCO Finds No Complaints Related to Care GREER APPLIANCE: Amends Plan Following Non-Receipt of Votes GTT COMMUNICATIONS: Fitch Gives First-Time 'B' IDR, Outlook Stable GTT LLC: Voluntary Chapter 11 Case Summary H MELTON VENTURES: Trustee Selling Sports Memorabilia Collection HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Federal Heath Case HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Ocean Beauty Case HARROGATE INC: Fitch Affirms BB Rating on 1997 Revenue Bonds HELIOS AND MATHESON: Signs $150M Sales Agreement with Canaccord HELIOS AND MATHESON: Widens Net Loss to $150.8 Million in 2017 HOAG URGENT: PCO Files 3rd Interim Report HOPE INDUSTRIES: Rivas Buying Corbin Property for $157K HUMANIGEN INC: May Issue Additional 16.05M Shares Under 2012 Plan HUMANIGEN INC: Signs Agreement With MD Anderson Cancer Center ICMFG & ASSOCIATES: Bare Board Not Entitled to Recover Lost Profits INKSYSTEM LLC: District Court Rejects Bids to Obtain Inventory IRON COUNTY HOSPITAL: U.S. Trustee Unable to Appoint Committee ISOLUX CORSAN: Unsecureds to Recoup 7-10% Under Plan ITM ENTERPRISES: Unsecureds to Receive Monthly Payments of $500 JEFFERSON COUNTY: Seeks Bids for $1.26-Mil. Promissory Notes JERFFERSON COUNTY: Fitch Affirms BB+ on 3 Sewer Warrant Tranches JFT PROPERTIES: Sale of Garland Property to Howards Approved JOHN DAILEY: Ammons Buying Wilcox Property for $300K JOON KIM: Selling Fort Wayne Property for Not Less than $560K KIMBERLY NIFONG MITCHELL: Bid to Reopen Suit vs Ex-Husband Junked KONA GRILL: Nasdaq Confirms Compliance with Listing Rule LE-MAR HOLDINGS: April 25 Auction of Prairie Property Set LSB INDUSRIES: Commences Tender Offer for Outstanding 8.50% Notes LSB INDUSTRIES: Proposes Offering of $400 Million Senior Notes MARRONE BIO: Prices Offering of 7.3M Shares of Common Stock MCWOLLE DEVELOPMENT: Case Summary & Unsecured Creditor MEDONE HEALTHCARE: Taps Gallagher & Kennedy as Legal Counsel MICHAEL ROBERT WIGLEY: 8th Cir. Upholds Dismissal of Wife's Appeal NEPHROS INC: Sandra Pessin Has 4.3% Stake as of April 17 NEW YORK CRANE: Court Confirms Chapter 11 Plan NINE WEST: U.S. Trustee Forms Seven-Member Committee NMSOOH INC: Voluntary Chapter 11 Case Summary NORTHWEST TERRITORIAL: Wins Clawback Suit vs D. Erdmann ORION HEALTHCORP: IRS Opposes Financing Motion ORION HEALTHCORP: Seeks Turnover of Parmar Redemption Payments OSCAR SQUARED: $390K Sale of Taunton Property to Varley Approved OWENS & MINOR: Fitch Lowers LongTerm Issuer Default Rating to BB PAINTSVILLE INVESTORS: Taps DelCotto Law Group as Legal Counsel PENTHOUSE GLOBAL: Trustee Taps Pachulski Stang as Legal Counsel PERSPECTA INC: Fitch Assigns 'BB+' LT Issuer Default Rating PETROLIA ENERGY: Incurs $3.26 Million Net Loss in 2017 PHOENIX RISES: Voluntary Chapter 11 Case Summary PITTSBURGH ATHLETIC: May File Plan Until Confirmation Hearing Ends PREGIS HOLDING: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable PREMSAGAR MULKANOOR: Suit vs Harvey City Dismissed PRIMERA ENERGY: Bankr. Court Allows Expert Witness to Testify PURADYN FILTER: Incurs $1.23 Million Net Loss in 2017 PURADYN FILTER: Reserves 10M Shares for Grants Under 2018 Plan QUADRANGLE PROPERTIES: Taps Nick Clark as Real Estate Broker QUIMERA RESTAURANT: Taps Mark L. Cortegiano as Legal Counsel RABENU ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors RADISYS CORP: Egan-Jones Withdraws C Sr. Unsec. Debt Ratings RAVENSTAR INVESTMENTS: Stipulation Dismisses Citibank Appeal RDX TECHNOLOGIES: Unsecureds to Get $3.3MM Over 5 Years RED BOOTH: Plan Solicitation Exclusivity Extended Until July 23 RENAISSANCE DOOR: Taps Benjamin Carson as Legal Counsel RENTECH COMPANY: Court Confirms Revised Plan of Liquidation REPUBLIC AIRWAYS: Court Junks Axar, GLG Suit vs B. Bedford, et al. REX ENERGY: Obtains Forbearance Extension Until April 23 ROSETTA GENOMICS: Shareholder Meeting Adjourned to April 26 RXI PHARMACEUTICALS: Anson Funds Has 8.9% Stake as of April 9 RXI PHARMACEUTICALS: Mitchell Kopin Has 9.2% Stake as of April 9 SAILING EMPORIUM: $40K Sale of Markley's Marina Vessel Approved SALMON FALLS: Case Summary & 3 Unsecured Creditors SAN JUAN PROPERTIES: Case Summary & 4 Unsecured Creditors SAN MIGUEL LABEL: Unsecureds to Get $2,073 Per Month Until 2020 SANTANA CLINE: District Court Dismisses Suit vs HSBC Bank SERENITY HOMECARE: PCO Files 3rd Report SMITH FARMS NORTHWEST: Selling Stonelink Township Property SOAR INTO YOUR DESTINY: Taps Raymond Stilwell as Legal Counsel SOUTHEASTERN GROCERS: Brookshire Buying Stores for $8.5 Million SOUTHERN PRODUCE: Case Summary & 20 Largest Unsecured Creditors SPOKANE COIN: U.S. Trustee Unable to Appoint Committee STAG INDUSTRIAL: Fitch Retains BB+ Preferred Stock Rating STAR MOUNTAIN: U.S. Trustee Forms 3-Member Committee SUPERIOR ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to B+ TALBOTS INC: S&P Alters Outlook to Negative & Affirms 'B-' CCR TEXAS E&P: Trustee Selling Field Leases and Equipment for $100K TEXDOM INVESTMENTS: Has Until May 28 to Exclusively File Plan TOPS HOLDING II: Proposes Protocol for Store Closings, Taps Grafe TOWERSTREAM CORP: Obtains Waivers of Loan Agreement Conditions TREATMENT CENTER: Case Summary & 20 Largest Unsecured Creditors TSC/MAYFIELD: U.S. Trustee Unable to Appoint Committee UNITED RENTALS: S&P Hikes Corp. Credit Rating to BB, Outlook Stable USIC HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR VENOCO LLC: Needs More Time to Exclusively File Plan VERUS TRUST 2018-INV1: S&P Assigns Prelim. B+ Rating on B-3 Notes VITAMIN WORLD: Has Until June 29 to Exclusively File Plan WALDRON DEVELOPMENT: Has Until July 13 to Exclusively File Plan WALKING COMPANY: KERP for 43 Non-Insiders Approved WEINSTEIN CO: $310M Lantern Bid to Open May 4 Auction of All Assets WEST BATON: Trustee's $82K Sale of Assets to Tower Credit Approved ZERO ENERGY: Committee Taps Horwood Marcus as Legal Counsel ZOHAR III: Taps Young Conaway as Legal Counsel ZOHAR III: US Trustee Seeks Chapter 11 Trustee Appointment [*] Fitch Highlights Key Macro Risks for Global Insurance Sector [*] Fitch Says Contractor Squeeze Will Add to US Infrasture Woes [*] Fitch Says Large Lease Structures in Regional Gaming Increase [*] Foley Gardere Combined Firm Launched [*] Joshua Kligler Joins Dunn Law [^] BOND PRICING: For the Week from April 16 to 20, 2018 ********* 37 CALUMET STREET: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: 37 Calumet Street LLC 37 Calumet Street Boston, MA 02120 Business Description: 37 Calumet Street 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 19, 2018 Case No.: 18-11412 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Frank J. Bailey Debtor's Counsel: Michael Van Dam, Esq. VAN DAM LAW LLP 233 Needham Street, Suite 540 Newton, MA 02464 Tel: 617-969-2900 Fax: 617-964-4631 E-mail: mvandam@vandamlawllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patricia Hounsell, manager. 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/mab18-11412.pdf 401 PROPERTIES: Summary Judgment Order in Favor of BBG Upheld ------------------------------------------------------------- The appeals case captioned GUTERMAN PARTNERS ENERGY, LLC, Plaintiff-Appellant, v. BRIDGEVIEW BANK GROUP, Defendant-Appellee, No. 1-17-2196 (Ill. App.) arises from an uncompleted purchase between plaintiff Guterman Partners Energy, LLC, and defendant Bridgeview Bank Group, in which plaintiff sought to purchase certain loan documents from defendant. During the time in which the parties intended to close on the purchase, plaintiff paid $400,000 to defendant as a deposit. The closing never occurred, and defendant retained the deposit. Plaintiff filed suit for the return of the deposit, claiming that the closing never occurred because plaintiff had discovered that defendant did not actually "own" the loan documents it was attempting to sell. Both parties filed motions for summary judgment, and the trial court denied plaintiff's motion for summary judgment and granted defendant's motion for summary judgment. The Appellate Court of Illinois affirms the trial court’s decision. On appeal, plaintiff argues that the trial court erred in granting summary judgment in defendant's favor, claiming that it did not forfeit its deposits because defendant failed to perform its conditions precedent to closing under the LSA. A trial court is permitted to grant summary judgment only "if the pleadings, depositions, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." The trial court must view these documents and exhibits in the light most favorable to the nonmoving party. The Court notes that plaintiff repeatedly draws an analogy to the sale of an automobile, arguing that "[w]hether one can legally sell a car is irrelevant if one owns no car." However, this analogy does not properly describe the relationship between the parties in the context of the case at bar and merely serves to muddy the waters. Moreover, even plaintiff's automobile analogy can illustrate the flaws in plaintiff's argument. First, multiple people may have ownership interests in a single automobile--for instance, spouses may jointly own a vehicle, as may a parent and child. In that case, one individual is certainly entitled to dispose of his or her partial interest without "owning" the entire vehicle. Alternatively, one of the owners of the partial interest may have the authority from the other owners to sell the vehicle. Additionally, an automobile owner may sell her vehicle without "owning" it--if she obtained an automobile loan, the lender is named on and in possession of the certificate of title to the vehicle until the lien is satisfied, but this does not prevent her from being able to sell her interest in the vehicle. Thus, even using plaintiff's own analogy does not add support to its argument. In the case at bar, defendant alleged that it was ready, willing, and able to sell the loan documents--including the promissory notes--to plaintiff and that it had the original documents ready to be turned over to plaintiff at the closing. This is all that was required under the "Non-Recourse Loan Sale Agreement," and there is no showing that defendant was unable to perform its obligations at the closing. Consequently, the Court cannot find that defendant failed to perform any conditions precedent and must find that plaintiff had no excuse for its failure to close and therefore forfeited its deposits. A full-text copy of the Court's March 29, 2018 Opinion is available at https://is.gd/67G36z from Leagle.com. About 401 Properties Chicago, Illinois-based 401 Properties Limited Partnership sought Chapter 11 protection on June 23, 2010 (Bankr. N.D. Ill. Case No. 10-28114). Louis D. Bernstein, Esq., at Bernstein Law Firm, LLC, assists the Debtor in its restructuring effort. The Company estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities in its Chapter 11 petition. The Company scheduled assets of $11,018,507 and debts of $12,459,316 as of the Petition Date. 505 CONGRESS: Taps Parker & Associates as Legal Counsel ------------------------------------------------------- 505 Congress Street, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Parker & Associates as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation and documentation of financing agreements and related transactions; review and analyze claims; assist the Debtor in connection with any potential disposition of its property; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Nina Parker, Esq., principal of Parker & Associates, disclosed in a court filing that she and other members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Nina M. Parker, Esq. Marques C. Lipton, Esq. Parker & Associates 10 Converse Place, Suite 201 Winchester, MA 01890 Phone: (781)729-0005 E-mail: nparker@ninaparker.com E-mail: mlipton@ninaparker.com About 505 Congress Street 505 Congress Street, LLC, which conducts business under the name La Casa de Pedro, is a familial dining destination for Latin cuisine. Pedro Alarcon, owner and chef, serves dishes that highlight the traditions of his native Venezuela and broader Latin American heritage. The restaurant has locations in the Boston Seaport and Watertown Massachusetts. 505 Congress Street, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-11352) on April 15, 2018. In the petition signed by Pedro S. Alarcon, manager, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Joan N. Feeney presides over the case. ABENGOA KANSAS: Court Junks Drivetrain Bid for Stay Pending Appeal ------------------------------------------------------------------ Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas entered an order denying the motion for stay pending appeal filed by Drivetrain L.L.C., as the Missouri Liquidating Trustee. Writ large, this is a case where a Spanish global conglomerate, Abengoa, S.A., and its American affiliates, financed in part, by a Spanish government entity, Cofides, S.A., received a $95 million dollars United States government grant to Abengoa's subsidiary, Debtor Abengoa Bioenergy Biomass Kansas, L.L.C. (ABBK) to construct an experimental second-generation ethanol plant in Hugoton, Kansas. Only after the expenditure of nearly $1 billion was the plant completed. It never produced ethanol in commercial quantities. It didn't work. After this case was filed in the spring of 2016, the debtor sold that plant for $48.5 million, settled and paid the mechanics liens of the vendors and contractors who built it, paid the U.S. about $3.4 million to settle the Government's claims and interests, and prepared to distribute the balance of the pot (roughly $20 million) to administrative claimants and the unsecured creditors who were not among the over 700 Abengoa affiliates. Four of the affiliates were chapter 11 debtors in the Eastern District of Missouri who filed a joint plan that provided, upon confirmation, for Drivetrain L.L.C. to liquidate their estates. The four companies ("Missouri Debtors") filed claims of $69 million in this case. Now Drivetrain demands their claims be treated on par with the debtor's nonaffiliated creditors, in part so that it can satisfy the Missouri Debtors' commitment to pay part of the Hugoton plant's proceeds to their Spanish government lender at the expense of ABBK's non-affiliated claimants. Drivetrain’s actions are akin to someone sticking their straw in your drink and seeking a court order to prevent you from making them remove it. In deciding Drivetrain's motion for stay pending appeal, the Court weighs the four factors that courts consider in granting a preliminary injunction: (1) whether Drivetrain will likely succeed on the merits of its appeal of the confirmation order; (2) whether Drivetrain will likely be irreparably harmed if the stay is denied; (3) whether the other parties and creditors will be harmed if the stay is granted; and (4) the effect of a stay upon the public interest. A stay pending appeal "is not a matter of right, even if irreparable injury might otherwise result" to the appellant; it is an exercise of judicial discretion dependent on the circumstances of the case. While the first two factors are the most important, Drivetrain must satisfy them all. After analyzing each of the factors, the Court finds that Drivetrain failed to meet its burden on each of the four stay factors to show that a stay pending appeal is warranted. Granting a stay pending appeal would also further delay paying administrative and non-affiliated creditors and impede critical environmental cleanup while the cost of this ongoing litigation continues to grow. Therefore, the stay motion is denied. A full-text copy of the Court's Order dated March 29, 2018 is available at: http://bankrupt.com/misc/ksb16-10446-1396.pdf About Abengoa Bioenergy Biomass of Kansas Three subcontractors asserting disputed state law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC filed on March 23, 2016, an involuntary petition to place the Company in bankruptcy under Chapter 7 of the Bankruptcy Code. The case was converted to a case under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8, 2016. In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the request of Abengoa Kansas to transfer its case to the Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent said the facts and unique circumstances surrounding Abengoa Kansas and its known creditors do not warrant transferring the case. Abengoa Kansas hired Armstrong Teasdale LLP, and DLA Piper LLP (US) as counsel. Petitioning creditor Brahma Group, Inc. is represented by Martin Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and Summit Fire Protection Co. are represented by Horn Aylward & Bandy LLC. The official committee of unsecured creditors is represented in the Kansas bankruptcy case by Baker & Hostetler LLP and Cosgrove, Webb & Oman. On April 14, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of liquidation. On July 19, 2017, Drivetrain LLC filed a disclosure statement explaining its proposed plan of liquidation for the Debtor. Drivetrain is the liquidating trustee appointed pursuant to the plans of liquidation approved in the Chapter 11 cases of the Debtor's affiliates in St. Louis, Missouri. AIR CANADA: Fitch Alters Outlook to Positive & Affirms BB- IDR -------------------------------------------------------------- Fitch Ratings has affirmed Air Canada's (AC) Issuer Default Rating at 'BB-' and revised its Rating Outlook to Positive from Stable. Fitch has also upgraded its ratings on Air Canada's series 2015-1 class B certificates to 'BB+' from 'BB' and affirmed its existing ratings on the other tranches of the series 2017-1, 2015-1 and 2013-1 pass through trust certificates. The Positive Rating Outlook is supported by Fitch's expectations that Air Canada's credit metrics will continue to improve over the intermediate term as company management focuses on reducing leverage and growing operating margins. The outlook also incorporates expectations for improving FCF generation as Air Canada's capital spending declines following peak levels seen in 2016 and 2017, reflecting fewer scheduled deliveries of high dollar-value widebody aircraft. The prospect for higher ratings also reflects the improvements made in Air Canada's cost structure in recent years and prospects for manageable unit cost pressures through Fitch's forecast period. Fitch's primary concerns include fuel prices that rose quickly in the back half of 2017, which Fitch believes may pressure margins in the near term. The competitive environment in Canada may also present longer-term headwinds particularly as ultra-low cost carriers look to grow into the Canadian market. Other concerns are typical for the airline industry and include the possibility of rising fuel prices, cyclicality, high operating leverage, and exposure to exogenous shocks. KEY RATING DRIVERS Sustained Profitability Fitch expects operating margins on average over the next few years to be roughly around levels generated in 2017. AC produced an EBIT margin of 8.6% in 2017, down from 9.8% in 2016, but still well above the levels that the company produced in the 2010-2014 time period. Fitch expects margins to be pressured in 2018 by higher fuel costs, but margins should rebound over time as AC gets the benefit of flying its more efficient and dense 737 MAXs, the first of which were delivered in the second half of 2017. Air Canada has also set a goal of maintaining EBITDAR margins of between 17%-20% between 2018 and 2020. Unit Cost Improvement Air Canada's CASM ex-fuel was down by 3% in 2017 reflecting the benefits of the cost initiatives taken over the past several years as well as the effects of growing ASMs and stage-lengths as AC has focused on international growth. Fitch calculates that AC's ex-fuel CASM for 2017 was down by nearly 10% compared to 2010 levels, at a time when much of the industry has been contending with labor and other cost pressures leading to broadly increasing unit costs. Fitch expects ex-fuel unit costs to remain roughly flat in 2018. The company stands to benefit from its new aircraft and from continued growth, but will face near-term headwinds from things like start-up costs related to its new loyalty program, new uniforms, investments in customer service, investments in technology, pilot training for the company's new 737 MAXs, etc. Fitch views Air Canada's cost cutting efforts as a credit positive, but it is worth noting that AC will continue to operate at a cost disadvantage to its U.S. peers for the foreseeable future, partially due to higher airport costs in Canada versus the U.S. Competitive Operating Environment Several start-up ultra-low cost carriers (ULCCs) have either launched service or are intending to begin serving the Canadian market. Air Canada's status as the dominant carrier in what is essentially a duopolistic market (between AC and the much smaller WestJet) is an important factor to its credit profile, and the entrance of new competition could pressure results over the longer term. Although it is too early to predict the magnitude of any impact that ULCCs may have on AC, Fitch is not overly concerned at this time. Fitch believes that Air Canada has an effective means to compete through its Rouge operations (AC's low cost brand). Fitch also believes that new entrants may have a difficult time in Canada since both incumbent airlines are financially healthy and are expected to compete vigorously with any new airlines. WestJet's plans to launch its own ULCC and to grow its international operations may present bigger risks to Air Canada than any new entrants. WestJet plans to launch a ULCC branded as Swoop by the summer of 2018 using 10 high-density 737-800s to offer low-cost domestic service. WestJet will also receive 10 787-9s between 2019 and 2021 that will be used to expand its currently limited international presence. WestJet is a financially healthy company that has proven to be a tough competitor as it has grown rapidly within Canada in recent years. Fitch believes that WestJet's newest expansion plans could contribute to a tough competitive environment over the intermediate-to-long term. Financial Targets are Rating Positive Air Canada has established an adjusted net leverage target of 1.2x that it plans to achieve by 2020. Fitch believes that Air Canada's target is achievable, and views the company's commitment to lower leverage to be a notable credit positive. Fitch's base case forecast anticipates that total adjusted gross debt/EBITDAR will decline to 2.8x by year-end 2020 (note that Fitch concentrates on gross adjusted leverage and uses an 8x multiple to capitalize operating leases, whereas Air Canada focuses on net leverage using a 7x multiple). Air Canada reduced its adjusted debt/EBITDAR to 3.7x as of Dec. 31, 2017, down from over 5x where it stood between 2010-2013. The company's total on-balance sheet debt decreased by CAD603 million in 2017 due primarily to the effect of a stronger Canadian Dollar on the company's USD denominated debt along with a modest reduction in debt on the balance sheet driven by scheduled amortization. Fitch expects FCF to turn solidly positive beyond 2018 as capital spending comes down from elevated levels seen in 2016 and 2017. Expected improvement in FCF is particularly meaningful as it is expected to be sustainable despite continued and material spending on aircraft as Air Canada works to refresh its narrowbody fleet. While spending will be down from peak levels, Fitch expects capital spending to remain around 8%-10% as a percentage of revenue. Fitch expects FCF to be roughly neutral in 2018 compared to FCF of CAD$316 million that AC generated in 2017, as moderately lower capex is offset by higher fuel costs. Air Canada's financial targets include cumulative positive FCF of CAD2 billion-CAD3 billion over the 2018-2020 time period. EETC Ratings Fitch's has reviewed Air Canada's EETC ratings concurrent with the review of Air Canada's corporate IDR. All existing EETC ratings have been affirmed aside from the AC 2015-1 class C certificates, which were upgraded to 'BB+' from 'BB'. The affirmation of class AA and A certificates reflects Fitch's top-down methodology, which relies primarily on collateral value and where the credit quality of the airline is a secondary factor. The Air Canada 2013-1, 2015-1, and 2017-1 class A certificates remain sufficiently overcollateralized to pass Fitch's 'A' level stress tests and the 2017-1 AA certificates continues to pass our 'AA' level test when incorporating the latest available aircraft appraisal data. This suggests that senior tranche debt holders would be expected to achieve full principal recovery prior to the expiration of the transaction's liquidity facility even in a harsh downturn scenario. Levels of overcollateralization have remained sizeable for these transactions as appraised values for 777-300ERs (for 2013-1), 787-s and 787-9s (for 2015-1 and 2017-1) and 737 MAX 8s (2017-1) have held up well over the past year. Stressed loan-to-value ratios remain in the high 70% to mid 80% range for senior tranches in all three transactions representing some of the higher levels of overcollateralization in Fitch's rated universe of EETCs. The upgrade of the 2015-1 class C certificates reflects an improvement in Fitch's recovery expectations in a downturn for those certificates driven by scheduled principal amortization of the senior tranches and by steady values for the underlying 787s in the collateral pool. Fitch rates subordinated tranches of EETC transactions by notching up from the underlying corporate rating based on three factors; 1) the likelihood of affirmation, 2) the presence of lack of a liquidity facility, and 3) recovery expectations. The 'BB+' rating represents a two notch uplift from Air Canada's IDR of 'BB+' consisting of two notches for the likelihood of affirmation. Fitch previously applied a one notch downward adjustment to the C certificates based on weaker recovery prospects. Based on updated appraisal data, Fitch now expects the class C certificates to retain adequate recover prospects through to maturity even in a stress scenario. There has been no change to Fitch's view of the strategic importance of these pools of aircraft to Air Canada's fleet and therefore no change to our view that the subordinated tranche ratings are supported by high affirmation factors (i.e. the likelihood that the collateral aircraft would be affirmed in a potential bankruptcy scenario). DERIVATION SUMMARY Air Canada's 'BB-' rating is in-line with American Airlines and is one notch below United Airlines and JetBlue. Fitch calculates Air Canada's adjusted debt/EBITDAR at 3.7x at year-end 2017, which is comparable to United (3.9x) and is better than American's (4.9x). JetBlue's 'BB' rating reflects healthier credit metrics compared to both United and Air Canada, which is partially offset by JBLU's more limited route network and a degree of concentration along the East Coast. AC has historically underperformed both United and American in terms of operating margins. Air Canada is at a structural cost disadvantage partially due to the higher cost of operating out of Canadian airports. Fitch views Air Canada's ratings trajectory as being favourable to American's due to AC's more conservative financial policies and its publicly stated goals to reduce leverage over the next several years. EETC Ratings The 'AA' rating on 2017-1 class AA certificates is in line with Fitch's ratings on recent senior classes of EETCs issued by United and American. Fitch believes that this transaction compares well to recent precedents. LTVs for the class AA certificates in this transaction are slightly lower than those seen in other transactions rated at 'AA', and the quality of the underlying collateral pool is as good or better. The same holds true for the 'A' rating on the class A certificates in all three transactions. The 'BBB' rating on the 2017-1 and 2015-1 class B certificates is in line with Fitch's ratings on several existing American Airlines class B certificates. Both Air Canada and American Airlines have corporate credit ratings of 'BB-', and Fitch considers the affirmation factor and recovery prospects for the AC 2017-1 and 2015-1 transactions to be comparable to those seen in the recent American transactions. The 'BBB-' rating on the 2013-1 transaction reflects lower recovery prospects and a qualitatively weaker collateral pool (777-300ERs compared to 787s and 737 MAXs). The 'BB' and 'BB+' ratings on the Air Canada 2013-1 and 2015-1 class C certificates compare favourably to similar C tranches in legacy US Airways transactions, which were rated at 'BB-' due to better recovery prospects and a higher affirmation factor for the Air Canada C tranches. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include: -- Continued moderate growth in demand for air travel through the forecast period. -- Fuel prices remaining in the low-to-mid $60/barrel range through the forecast. -- Air Canada's capacity growth slows to 7% in 2018 and to the mid-single-digits annually thereafter. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Sustained adjusted debt/EBITDAR around 3.5x; -- FFO fixed charge coverage sustained above 3x-3.5x -- EBITDAR margins sustained above 15%, EBIT margins above 10%; -- Neutral or positive FCF generation over the intermediate term. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Weaker than expected margin performance or higher than expected borrowing causing leverage to reach or exceed 4.5x; -- FFO fixed charge coverage around or below 2.5x; -- Weaker than expected financial performance causing free cash flow to be notably below Fitch's expectations; -- A decline in the company's EBIT margin to the low-single-digits, EBITDAR margins into the high-single-digits. LIQUIDITY As of year-end 2017, total liquidity was CAD3,804 million, which consisted of CAD642 million in cash and equivalents, CAD3,162 million in short-term investments plus CAD377 million available on AC's revolvers. Total liquidity as a percentage of LTM revenue was 26%, which Fitch considers more than adequate for the rating. Debt maturities range between CAD531 million and CAD869 million between 2018 and 2021. Debt maturities are manageable considering Air Canada's current liquidity balance and Fitch's expectation for the company to generate cash flow from operations over the ratings horizon. AC's financial flexibility is also supported by a solid liquidity balance, a growing base of unencumbered assets, and the fact that upcoming capital expenditures consist of highly financeable aircraft. Air Canada's debt structure primarily consists of aircraft secured financings which include EETCs, JOLCO financings, and bank debt. The bulk of Air Canada's aircraft debt is denominated in U.S. dollars, with smaller amounts being denominated in Canadian dollars and Japanese yen. The company also maintains a USD1.1 billion credit facility which consists of an USD800 million term loan and a USD300 million revolver. The facility is secured by certain real estate, ground service equipment, airport slots and leaseholds, and the routes rights and slots associated with the company's Pacific business. The company also has USD400 million in senior unsecured notes that mature in 2021. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Air Canada -- Long-Term IDR at 'BB-'; -- Senior secured term loan B at 'BB+/RR1'; -- Senior secured revolving credit facility at 'BB+/RR1'; -- Senior secured notes at 'BB+/RR1'; -- Senior unsecured debt at 'BB-/RR4'. The Rating Outlook for Air Canada has been revised to Positive from Stable. Air Canada Pass Through Trust Series 2017-1 --2017-1 class AA certificates due 2030 at 'AA'; --2017-1 class A certificates due 2030 at 'A'; --2017-1 class B certificates due 2026 at 'BBB'. Air Canada Pass Through Trust Series 2015-1 --2015-1 class A certificates due 2027 at 'A'; --2015-1 class B certificates due 2023 at 'BBB'; Air Canada Pass Through Trust 2013-1 Pass Through Trust --2013-1 class A certificates due 2025 at 'A'; --2013-1 class B certificates due 2021 at 'BBB-'; --2013-1 class C certificates due 2018 at 'BB'. Fitch has also upgraded the following rating. Air Canada Pass Through Trust Series 2015-1 --2015-1 class C certificates due 2020 to 'BB+' from 'BB'. ALPHATEC HOLDINGS: Amends Registration Rights Agreement ------------------------------------------------------- Alphatec Holdings, Inc., has entered into an amended and restated registration rights agreement amending the Registration Rights Agreement entered into by the Company on March 8, 2018 to permit the Company to file the Registration Statement contemplated by the Original Registration Agreement on or before April 16, 2018 and to add to the registrable securities thereunder 1,800,000 shares of common stock issuable by the Company upon exercise of a warrant to purchase common stock issued by the Company pursuant to a Warrant Exercise Agreement entered into by the Company on March 8, 2018. On March 12, 2018, the Company filed a Current Report on Form 8-K to report the completion on March 8, 2018 of its acquisition of SafeOp Surgical, Inc. pursuant to the terms of an Agreement and Plan of Merger, dated as of March 6, 2018, among the Company, Safari Merger Sub, Inc., SafeOp, certain key stockholders of SafeOp and a stockholder representative. The Company filed an amendment to the Original Form 8-K to provide the financial statements and pro forma financial information required by Item 9.01(a) and (b) of Form 8-K relating to the Company's acquisition of SafeOp. SafeOp Surgical reported a net loss of $3.38 million on $246,485 of revenue for the year ended Dec. 31, 2017. The Company had $878,700 in total assets, $2.78 million in total liabilities, $4.34 million in series A preferred stock, $2.47 million in series B preferred stock, $4.51 million in series C preferred stock and a total stockholders' deficit of $13.22 million as of Dec. 31, 2017. The audited financial statements of SafeOp Surgical, Inc., for the years ended Dec. 31, 2016 and 2017 and the notes related thereto are available for free at https://is.gd/RVtYbh The unaudited pro forma condensed combined financial statements of the Company as of Dec. 31, 2017 are available for free at: https://is.gd/Rf2qSr About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiary Alphatec Spine, Inc. -- http://www.atecspine.com/-- is a medical device company that designs, develops, and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. Alphatec incurred a net loss of $2.29 million in 2017 following a net loss of $29.92 million in 2016. As of Dec. 31, 2017, Alphatec Holdings had $84.66 million in total assets, $87.71 million in total liabilities, $23.60 million in redeemable preferred stock, and a total stockholders' deficit of $26.65 million. ALPHATEC HOLDINGS: Registers 36.1M Shares for Possible Resale ------------------------------------------------------------- Alphatec Holdings, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission covering the sale or other disposition from time to time of up to 36,129,060 shares of its common stock, $0.0001 par value per share, including: * 3,265,132 shares of Common Stock issued to certain Selling Stockholders in connection with that certain Agreement and Plan of Merger, dated March 6, 2018, among the Company, SafeOp Surgical, Inc., and certain other parties, pursuant to which SafeOp was acquired by the Company by merger; * 987,578 shares of Common Stock issuable upon conversion of certain convertible notes of the Company issued in the Merger; * 1,330,263 shares of Common Stock issuable to certain Selling Stockholders underlying rights to acquire Common Stock issuable upon achievement of certain post-closing milestones in connection with the Merger; * 2,200,000 shares of Common Stock issuable to certain Selling Stockholders upon exercise of certain warrants of the Company issued in the Merger; * 14,349,236 shares of Common Stock issuable to certain Selling Stockholders upon conversion of shares of its Series B Convertible Preferred Stock issued to certain investors identified as Selling Stockholders in that certain private placement that closed on March 8, 2018; * 12,196,851 shares of Common Stock issuable to certain Selling Stockholders upon exercise of certain warrants of the Company issued in the Private Placement; and * 1,800,000 shares of Common Stock issuable to a Selling Stockholder upon exercise of certain warrants of the Company issued or issuable pursuant to that certain Warrant Exercise Agreement, dated March 8, 2018, between the Company and such Selling Stockholder. In addition, this prospectus relates to an undetermined number of additional shares of the Company's Common Stock issued or then issuable upon any stock split, dividend, or other distribution, recapitalization or similar event with respect to the foregoing, that may be offered from time to time by the Selling Stockholders. The Selling Stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of Common Stock or interests in shares of Common Stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. Alphatec is not offering any shares of its Common Stock for sale under this prospectus. The Company will not receive any of the proceeds from the sale or other disposition of the shares of its Common Stock by the Selling Stockholders, other than any proceeds from the cash exercise of the Merger Warrants, the Private Placement Warrants or the New Warrants by the Selling Stockholders to purchase shares of its Common Stock which are registered for resale by the Selling Stockholders under this prospectus. The Company has paid the fees and expenses incident to the registration of the shares of Common Stock for sale by the Selling Stockholders. Its registration of the shares of Common Stock covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the shares. Alphatec's Common Stock is listed on The Nasdaq Capital Market under the symbol "ATEC." On April 11, 2018, the last reported sale price of the Company's Common Stock was $3.47 per share. A full-text copy of the preliminary prospectus is available for free at https://is.gd/REm9Jc About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiary Alphatec Spine, Inc. -- http://www.atecspine.com/-- is a medical device company that designs, develops, and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. Alphatec incurred a net loss of $2.29 million in 2017 following a net loss of $29.92 million in 2016. As of Dec. 31, 2017, Alphatec Holdings had $84.66 million in total assets, $87.71 million in total liabilities, $23.60 million in redeemable preferred stock, and a total stockholders' deficit of $26.65 million. ALPINE 4 TECHNOLOGIES: Incurs $2.99 Million Net Loss in 2017 ------------------------------------------------------------ Alpine 4 Technologies Ltd. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $2.99 million on $10.09 million of revenue for the year ended Dec. 31, 2017. For the period from April 1, 2016, to Dec. 31, 2016, the Company reported a net loss of $3.13 million on $6.07 million of revenue. For the period from Jan. 1, 2016, to March 31, 2016, the Company posted a net loss of $130,449 on $1.78 million of revenue. As of Dec. 31, 2017, Alpine 4 had $15.97 million in total assets, $18.38 million in total liabilities, $1.43 million in Class A comon stock, and a total stockholders' deficit of $3.85 million. The report from the Company's independent accounting firm MaloneBailey, LLP 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 has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. "We have financed our operations since inception from the sale of common stock, capital contributions from stockholders and from the issuance of notes payable and convertible notes payable. We expect to continue to finance our operations by selling shares of our common stock and by generating income from the sale of our products. As noted above, management's expectations of growth in revenues is based on management's contacts within the automobile dealership industry, and the anticipated increase in interest in Alpine 4's products and services as Alpine 4 increases its advertising and brand and product/service awareness campaigns. Additionally, management anticipates that the new campaigns will result in the Company's adding new dealerships in 2018. "Management expects to have sufficient working capital for continuing operations from either the sale of its products or through the raising of additional capital through private offerings of our securities. Additionally, as of the date of this Report, the Company was in negotiations to acquire additional businesses, which management believes will provide additional operating revenues to the Company. There can be no guarantee that the planned acquisitions will close or that they will produce the anticipated revenues on the schedule anticipated by management, or at all. "The Company also may elect to seek bank financing or to engage in debt financing through a placement agent. If the Company is unable to raise sufficient capital from operations or through sales of its securities or other means, we may need to delay implementation of our business plans," Alpine 4 stated in the SEC filing. A full-text copy of the Form 10-K is available for free at: https://is.gd/xLMg9f 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. ALVIN LEON HERRICK: Anti-Slapp Orders in Favor of C. Herrick Upheld ------------------------------------------------------------------- The appeals case captioned DAVID A. BLACKBURN et al., Plaintiffs and Appellants, v. CATHERINE HERRICK, Individually and as Trustee, etc. et al., Defendants and Appellants; DAVID HAYEK, Defendant and Respondent, No. D071043 (Cal. App.) arises out of a convoluted set of facts. The underlying suit, brought by Catherine Herrick as cotrustee of her late father's trust, was based on an alleged loan secured by an apartment complex. The trust claimed that the borrower was delinquent in payments and fraudulently transferred the apartment complex to avoid its obligation. It sued the buyer of the apartment property-or rather, three parties it suspected were the buyers--too. The trust lost. Based on that lawsuit, the Blackburn Parties filed the present action for malicious prosecution against Catherine individually and in her capacity as trustee of the Trust, as well as the law firm (Kaloogian & Fuselier, LLP) and three attorneys (Robert Lowell Fuselier, Bart Blechschmidt, and David Hayek) that represented the Trust in the underlying action. Catherine, Fuselier, and Kaloogian & Fuselier, LLP were the first to file an anti-SLAPP motion in response. Blechschmidt's own motion came shortly after. Following the Blackburn Parties' combined opposition to the two pending anti-SLAPP motion, the court granted each by July 15, 2016 order. Almost precisely one month later, Hayek filed his own anti-SLAPP motion, which the Blackburn Parties also opposed. In a Sept. 23, 2016 order, the trial court granted Hayek's motion and ruled on Catherine, Fuselier, and Kaloogian & Fuselier, LLP's joint request for attorney fees and costs. It awarded Blechschmidt and Hayek fees by later orders. Multiple notices of appeal followed. The Blackburn Parties appeal from the July 15, 2016 and Sept. 23, 2016 orders granting the various anti-SLAPP motions. Catherine appeals from the Sept. 23, 2016 order as it pertains to the issue of attorney fees. Fuselier and the law firm also appeal from the same attorney fee order. Upon review, the Court of Appeals of California affirms the orders in favor of Catherine and the trust attorneys. In reaching the conclusion, the Court navigated through several bodies of law. First, they turned to the legal requirements for the second step of the anti-SLAPP review. That framework directs the Court to consider the merits of plaintiffs' claim for malicious prosecution. The probable cause element of a malicious prosecution cause of action requires that a claim in the underlying action lacked minimal factual or legal tenability. The Court, thus, turned to the substantive law governing the claims in the underlying action. Following the Court’s survey of these various legal principles, the Court concludes that plaintiffs failed to establish a prima facie case (as required to defeat an anti-SLAPP motion at the second step) that any of the theories pursued in the underlying action lacked probable cause (as required for a successful malicious prosecution claim). The Court also reviewed the trial court's rulings regarding some of the attorney fees requested by defendants in connection with their anti-SLAPP motions. The court concluded that the trust's law firm and one of its attorneys could not recover for work done by their counsel. It also awarded Catherine less fees than she sought. Under the applicable standards of review, no reversible error appears with respect to any of the issues raised. Accordingly, the Court affirms that ruling as well. A full-text copy of the Court's March 29, 2018 Decision is available at https://is.gd/eBKp0z from Leagle.com. Vivoli Saccuzzo, Michael W. Vivoli and Jason P. Saccuzzo for Plaintiffs and Appellants David A. Blackburn et al. Law Office of Joseph A. Lara and Joseph Alan Lara for Defendants and Appellants Catherine Herrick et al. Lowell Robert Fuselier, in pro. per., and for Defendant and Appellant Kaloogian & Fuselier. Law Office of Robert Newman, Robert Newman and Tami Kay Lee -- tkl@pksllp.com --for Defendant and Respondent David Hayek. Law Office of George Rikos and George Rikos for Defendant and Respondent Bart Blechschmidt. Alvin Leon Herrick aka A. Leon Herrick filed for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case No. 09-19523) on Dec. 21, 2009, with estimated assets at 1,000,001 to $10,000,000 and estimated debts at $1,000,001 to $10,000,000. The petition was signed by Mr. Herrick. Mr. Herrick is represented by Mark D. Potter, Esq. of Potter Handy, LLP. BAY TIDE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee on April 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Bay Tide LC. About Bay Tide LC Bay Tide LC, based in Deltaville, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-31117) on March 7, 2018. In the petition signed by Barry W. Miller, managing member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Keith L. Phillips presides over the case. Kevin J. Funk, Esq., at Durrette Arkema Gerson & Gill, PC, serves as bankruptcy counsel. BERTUCCI'S HOLDINGS: Taps Prime Clerk as Claims Agent ----------------------------------------------------- Bertucci's Holdings, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Prime Clerk will charge these hourly rates: Claim and Noticing Rates: Analyst $30 to $55 Technology Consultant $35 to $105 Consultant/Senior Consultant $65 to $175 Director $175 to $210 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $200 Director of Solicitation $225 Benjamin Steele, vice-president of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Direct: (212) 257-5490 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About Bertucci's Holdings Founded in 1981, Bertucci's Holdings, Inc. -- http://www.bertuccis.com/-- owns and operates 59 full-service casual family restaurants offering traditional Italian and contemporary food centered around its signature open kitchens and brick ovens. As of the petition date, the company and its affiliates have 969 full-time employees and 3,245 part-time employees. Bertucci's is headquartered in Boston, Massachusetts and operates in 11 east coast states from New Hampshire to Virginia. . Bertucci's Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10894) on April 15, 2018. In the petitions signed by Brian Connell, chief financial officer and senior vice-president, the Debtors estimated assets of less than $50,000 and liabilities of $50 million to $100 million. Judge Mary F. Walrath presides over the cases. The Debtors hired Landis Rath & Cobb LLP as their bankruptcy counsel; Schulte Roth & Zabel LLP as special corporate counsel; Imperial Capital, LLC as investment banker; and Hilco Real Estate, LLC as real estate advisor. BERTUCCI'S HOLDINGS: Wants to Obtain DIP Financing From Right Lane ------------------------------------------------------------------ Bertucci's Holdings, Inc., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize Bertucci's Corporation to obtain postpetition loans, advances and other financial accommodations from Right Lane Dough Funding LLC to continue the operation of their business and consummate an orderly sale of their assets. The Debtors have secured a debtors-in-possession credit facility in a maximum principal amount of up to $4 million through May 31, 2018 (46 days after the petition date). To continue operating in the ordinary course while formulating and seeking approval of the terms of a sale of substantially all of the Debtors' assets pursuant to U.S. Bankruptcy Code Section 363 during this period, the Debtors need to access liquidity. The Debtors will obtain this liquidity from the DIP Facility. The use of cash collateral alone would be insufficient to meet the Debtors' postpetition liquidity needs and provide the assurances to customers, vendors and employees during this period. In fact, without the DIP Facility, the Debtors would not be able to operate at all for more than a few days into these Chapter 11 cases. Therefore, additional financing is necessary to maintain the value of the Debtors' businesses and, ultimately, effectuate a successful sale and reorganization process. The Debtors' decision to proceed with the DIP Facility comes after a dedicated and diligent search for other available and better financing alternatives. The DIP Facility is the best, and likely the only, available source of financing and provides the Debtors with the liquidity it needs to operate during these Chapter 11 Cases. The DIP Facility was negotiated at arm's length on terms that are reasonable. The Debtors say that to ensure their access to sufficient liquidity that will provide the foundation for maximizing value for all stakeholders, the DIP Facility should be approved. The approval is requested on an interim basis, for funding up to $750,000, which the Debtors require over the next several weeks, and on a final basis, for funding up to a total of $4 million, which the Debtors require to operate through the contemplated conclusion of their proposed sale process. The Debtors do not currently have any available cash. Based on expected receipts and disbursements in the ordinary course of business, the Debtors' cash balance will, absent new financing, drop to near or below zero within a few days. Accordingly, the use of cash collateral alone will not be sufficient to fund these Chapter 11 cases through a sale process (or, in fact past the end of the week), and, without additional cash resources being made immediately available, the Debtors will be unable to provide comfort to their customers, vendors and employees that might otherwise discontinue business with the Debtors during the proposed sale process. The Debtors have requested that the prepetition secured lenders permit the use of cash collateral and the DIP Lender makes loans and advances and provide other financial accommodations to the Debtors. The ability of the Debtors to continue to operate their business through their proposed sale process, and indeed in the very immediate future, depends upon the Debtors obtaining financing. The DIP Lender is only willing to make loans and advances and provide such other financial accommodations on a priming secured and superpriority administrative basis. The economic terms of the DIP Facility include a 14% per annum interest rate, 3% exit fee and 3% facility fee. The 3% facility fee will be paid in kind with the facility fee added to the principal amount of the obligations, which Funding Fee will be deemed fully eared when paid. The loan will have a default rate of 18% per annum. It is unlikely that any other lender would provide financing to the Debtors at this stage. The DIP Facility is a strictly limited loan for a very short duration (46 days) intended to provide the Debtors with the minimal cash needed to proceed with their proposed asset sale. The DIP Lender, as an affiliate of the stalking horse bidder, has a unique interest in allowing the Debtors to operate through this process as part of an overall transaction. While the prepetition secured lenders are not willing to loan any further amounts to the Debtors on terms better than those provided by the DIP Lender, pursuant to the intercreditor agreement, the junior agent and DV have consented to the DIP Loan and the adequate protection afforded under the proposed interim DIP court order and final DIP court order. Based on the investment banker's experience with numerous similar financings, absent the Prepetition Secured Lenders' consent to be primed, the Debtors are unable to secure alternative financing. The Debtors say that it is not surprising that the DIP Lender is not only the best source of postpetition financing, but the only source of postpetition financing for the Debtors, and the terms and conditions of the DIP Facility are well within the range of commercial reasonableness. To best assess the Debtors' funding needs during these Chapter 11 cases, the Debtors have analyzed their cash needs to determine what is necessary to maintain their operations in Chapter 11 and work toward a successful sale (to close no later than 46 days after the Petition Date) and reorganization. In undertaking this analysis, the Debtors and their advisors have considered the Debtors' near-term projected financial performance, including trends in the Debtors' industry and the cost to better optimize the Debtors' operations. As part of the Debtors' financial review and analysis, the Debtors developed a cash flow forecast that takes into account anticipated cash receipts and disbursements during the projected 7-week financing and sale period. This forecast considers a number of factors, including the impact of the Chapter 11 filing, material cash disbursements, required vendor payments, cash flows from the Debtors' ongoing operations, and the cost of necessary services and maintenance and includes all of the expenditures for which the Debtors seek authority to pay in various "First-Day" pleadings. The Debtors must pay a funding fee equal to the greater of $120,000 or 3% of the amount of the maximum amount, which will be paid in kind with the funding fee added to the principal amount of the DIP obligations, with the funding fee to be deemed fully earned when paid. A prepayment fee equal to the greater of $120,000 or 3% of the amount of the maximum amount, payable in cash in immediately available funds to the Lender. The Borrower and the guarantors will reimburse the DIP Lender for all out-of-pocket expenses incurred in connection with the negotiation and preparation of the DIP loan documents and the obtaining of approval of the DIP Loan Documents from the Court. The Borrower and Guarantors will further reimburse the DIP Lender for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance, or other representation in connection with: -- any amendment, modification or waiver of, consent with respect to, or termination or enforcement of, any of the DIP loan documents or advice in connection with the administration of the Revolving Loans made pursuant hereto or its rights hereunder or thereunder; -- the review of pleadings and documents related to the Chapter 11 cases and any subsequent Chapter 7 cases, attendance at meetings or hearings related to the Chapter 11 cases and any subsequent Chapter 7 cases, and general monitoring of the Chapter 11 cases and any subsequent Chapter 7 cases; -- any litigation, contest, dispute, suit, proceeding or action (whether instituted by the DIP Lender, the Borrower, a Guarantor or any other Person, and whether as a party, witness or otherwise) in any way relating to the collateral, any of the DIP loan documents or any other agreement to be executed or delivered in connection herewith or therewith; -- any attempt to enforce any remedies of the DIP Lender against the Borrower, a guarantor or any other person that may be obligated to the DIP Lender by virtue of any of the DIP loan documents, including any attempt to enforce any remedies in the course of any work-out or restructuring of the Revolving Loans during the pendency of one or more termination event; -- any work-out or restructuring of the Revolving Loans during the pendency of one or more Termination Event; and -- any efforts to (i) monitor the Revolving Loans or any of the other Obligations, (ii) evaluate, observe or assess the Borrower, Guarantors or their respective affairs, and (iii) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the collateral. The loan will mature on the earliest of: (i) Stated Maturity Date; (ii) the date on which the Obligations are declared to be, or otherwise become, due and payable in full due to the occurrence of a Termination Event; and (iii) the date on which a Termination Event occurs. The Borrower will utilize the proceeds of Revolving Loans to fund working capital requirements and other corporate purposes of the Borrower and guarantors in accordance with the approved budget. The Interim Order establishes the following milestones Entry of this Interim Order on or before April 20,2 018; entry of a Final DIP Order on or before May 7,2018; Entry of the Bid Procedures Order on or before May 7,2018; the Court to approve the sale of substantially all of the Debtors' assets to the DIP Lender on or before May 30, 20r8; Sale of substantially all assets to close on or before May 31, 2018; and Maturity of DIP Note is May 31, 2018 A copy of the Debtors' request is available at: http://bankrupt.com/misc/deb18-10894-16.pdf About Bertucci's Founded in 1981, Bertucci's -- http://www.bertuccis.com/-- owns and operates 59 full-service casual family restaurants offering traditional Italian and contemporary food centered around its signature open kitchens and brick ovens. Bertucci's is known for being the "unchained chain," with each of its restaurants offering a customized atmosphere and unique guest experience. As of the Petition Date, the Debtors have 969 full-time employees and 3,245 part-time employees. Bertucci's is headquartered in Boston, Massachusetts and operates in 11 east coast states from New Hampshire to Virginia. Bertucci's Holdings, Inc., and its affiliates Bertucci's Corporation, Bertucci's of Anne Arundel County, Inc., Bertucci's, Inc., Bertucci's of Columbia, Inc., Bertucci's of Baltimore County, Inc., Two Ovens Restaurant Corp., Bertucci's of Bel Air, Inc., Bertucci's Restaurant Corp., Bertucci's of White Marsh, Inc., and Bertucci's Holdings, LLC (Bankr. D. Del. Lead Case No. 18-10894) on April 15, 2018. In the petitions signed by Brian Connell, chief financial officer and senior vice president, Bertucci's Holdings, Inc., estimated its assets at up to $50,000 and its liabilities at between $50 million and $100 million. Judge Mary F. Walrath presides over the case. Adam G. Landis, Esq., Kerri K. Mumford, Esq., Kimberly A. Brown, Esq., and Jennifer L. Cree, Esq., at Landis Rath & Cobb LLP, serve as the Debtors' bankruptcy counsel. Adam C. Harris, Esq., at Schulte Roth & Zabel LLP, serves as the Debtors' special corporate counsel. Imperial Capital, LLC, is the Debtors' investment banker. Hilco Real Estate, LLC, is the Debtors' real estate advisor. Prime Clerk LLC is the Debtors' claims and noticing agent. BIOLITEC INC: Must Comply with Discovery Order ---------------------------------------------- Plaintiff in the case captioned ANGIODYNAMICS, INC., Plaintiff, v. BIOLITEC AG, WOLFGANG NEUBERGER, BIOLITEC, INC., and BIOMED TECHNOLOGY HOLDINGS, LTD., Defendants, C.A. No. 09-cv-30181-MAP (D. Mass.) has filed three motions seeking various sanctions for Defendants' deliberate refusal to comply with the court's post-judgment discovery orders. Defendants' counsel does not deny that his clients have knowingly and intentionally flouted these orders. This most recent conduct of Defendant Wolfgang Neuberger is perfectly consistent with Neuberger's pattern of unscrupulous and dishonorable conduct both as a litigant and a businessman, over many years. After analyzing the case, District Judge Michael A. Ponsor allows Plaintiff's motion for sanctions, in part, declining to enter judgment as requested but imposing a monetary contempt sanction as an alternative. The second motion for attorney's fees is also allowed, imposing this sanction on both Defendants and their counsel. The third motion for rule 37 sanctions is denied. As an alternative to the judgment sought by Plaintiff, the court finds that Defendants are in contempt of its discovery order dated Feb. 18, 2016, and orders Defendants, one last time, to serve full and complete answers to Plaintiff's interrogatories and requests for production, on or before April 15, 2018. Failure to do this, will result in the imposition of a contempt sanction in the amount of $25,000, and a further sanction of $25,000 accumulating on the fifteenth of the month for each succeeding month, until Defendants have complied, up to a maximum of $1,000,000. To this extent, Plaintiff's motion for sanctions is allowed in part. Absent compliance, the court orders that the $25,000 contempt sanction be paid to the Clerk of Court of the United States District Court for the District of Massachusetts on or before April 15, 2018. In the event of an appeal, the court orders that the sanction nevertheless continue to be paid monthly and held by the Clerk in an interest-bearing account pending the outcome of the appeal. This sanction is for civil contempt; it has been crafted to enforce compliance by Defendants with the court's discovery order and may be reconsidered when and if Defendants do comply with that order. The motion for expenses is straightforward and should obviously be allowed. Rule 37 states that when the court grants a motion to compel it "must, after giving an opportunity to be heard, require the party . . . whose conduct necessitated the motion, the . . . attorney advising that conduct, or both to pay the movant's reasonable expenses incurred in making the motion, including attorney's fees." Escape hatches to avoid an award of fees and expenses in these circumstances are closed to Defendants here. Plaintiff consulted with Defendants twice before filing the motion, Defendants' opposition was not substantially justified, and the award is more than just. The award of sanctions will be against Defendants and against Defendants' primary counsel, The Griffith Firm, which has been calling the shots throughout the litigation. The Plaintiff's motion for expenses is, thus, allowed in the amount of $48,930. Both Defendants and their primary counsel, The Griffin Firm, are jointly and severally liable for this amount, which the court orders to be paid to Plaintiff's counsel on or before May 1, 2018. The most recent motion, which seeks an order that certain third parties must convey a large number of patents to Plaintiff (or, failing that, that the court make the conveyances itself) must be denied. Two problems make allowance of this motion inadvisable. First, the four identified foreign corporations may, or may not, include all the targeted Biolitec group entities. Other corporations may also be subject to the requested order. The court is still in the dark about the exact parties that might be subject to its order beyond the four named. Second, even to as the entities named, it is unclear where they stand in relation to the named Defendants. Plaintiff asserts that Defendants "have conceded that all Biolitec entities are in privity with them." But the record does not appear, at least at this point, to contain any such binding concession. Certainly, under Plaintiff's definition of the term "Biolitec group entities" -- entities owned directly or indirectly by the named Defendants -- some connection must exist. The connection, however, is not sufficiently clear to leave the court comfortable ordering assignment to Plaintiff of dozens of patents, as well as other intellectual property, owned, at least on their face, by third-parties. A full-text copy of the Court's Memorandum and Order dated March 29, 2018 is available at https://is.gd/OstE0M from Leagle.com. AngioDynamics, Inc., Plaintiff, represented by William E. Reynolds, Nixon Peabody LLP. Biolitec AG, Wolfgang Neuberger & Biomed Technology Holdings, Ltd., Defendants, represented by Edward Griffith, The Griffith Firm, pro hac vice, Erika C. Browne , Segel, Goldman, Mazzotta & Siegel, P.C., Jesse W. Belcher-Timme -- Jtimme@dwpm.com -- Doherty, Wallace, Pillsbury & Murphy & Paul A. Feigenbaum, Mazzotta, Siegel & Vagianelis, P.C. Biolitec, Inc., Defendant, represented by Edward Griffith, The Griffith Firm, pro hac vice, Erika C. Browne, Segel, Goldman, Mazzotta & Siegel, P.C., Paul A. Feigenbaum, Mazzotta, Siegel & Vagianelis, P.C. & Richard E. Mikels -- rmikels@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP. Meyers Brothers Kalicka, PC, Third Party Witness, represented by Dawn D. McDonald, Cooley, Shrair P.C. Kelly Moran, Third Party Witness, represented by Peter Reiser -- preiser@eisemanlevine.com -- Eiseman Levine Lehrhaupt & Kakoyiannis, P.C. Carol Morello, Third Party Witness, represented by Peter Reiser, Eiseman Levine Lehrhaupt & Kakoyiannis, P.C., pro hac vice. Brian Moran Bernard, Interested Party, represented by Eric R. Levine -- elevine@eisemanlevine.com -- Eiseman Levine Lehrhaupt & Kakoyiannis, P.C., pro hac vice & Peter Reiser, Eiseman Levine Lehrhaupt & Kakoyiannis, P.C., pro hac vice. Biolitec Consulting und Management GmbH, Creditor of Trustees Biolitec Holding U.S., Inc., Biolitec Medical Devices, Inc., Biolitec U.S., Inc., and CeramOptec Industries, Inc., Interested Party, represented by Jesse W. Belcher-Timme, Doherty, Wallace, Pillsbury & Murphy. Chapter 11 Trustee Melanie L. Cyganowski, Melanie L. Cyganowski, Chapter 11 Trustee of Biolitec, Inc., Trustee, represented by Steven C. Reingold-- sreingold@jagersmith.com -- Jager Smith, PC & Nicholas J. Rosenberg, Gardner & Rosenberg P.C. Biolitec U.S., Inc., Biolitec Medical Devices, Inc., Biolitec Holding U.S., Inc. & CeramOptec Industries, Inc., Trustees, represented by Richard E. Mikels, Pachulski Stang Ziehl & Jones LLP. About Biolitec Inc. Biolitec, Inc., is a member of the Biolitec Group, a multinational group of affiliated companies that is a global market leader in the manufacture and distribution of fiber optic devices and products such as medical lasers and fibers, photo-pharmaceuticals and industrial fiber optics. Biolitec AG, a German public company listed on the highly regulated Prime Standard segment of the Frankfurt stock exchange, is the ultimate parent of the Debtor. Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics Inc. from collecting $23 million it won in a breach of contract lawsuit. Brian K. Foley signed the petition as chief operating officer. In its schedules, the Debtor listed $8,986,073 in assets and $46,286,763 in liabilities. BLINK CHARGING: Reports $79.6 Million Net Loss for 2017 ------------------------------------------------------- Blink Charging Co. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common shareholders of $79.63 million on $2.50 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $9.16 million on $3.32 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, the Company had $2.68 million in total assets, $38.78 million in total liabilities, $825,000 in series B convertible preferred stock, and a total stockholders' deficiency of $36.91 million. During the year ended Dec. 31, 2017, the Company financed its activities from proceeds derived from debt and equity financing. A significant portion of the funds raised from the sale of capital stock have been used to cover working capital needs and personnel, office expenses and various consulting and professional fees. For the year ended Dec. 31, 2017 and 2016, the Company used cash of $2,548,661 and $2,749,023, respectively, in operations. The Company's cash use for the year ended Dec. 31, 2017 was primarily attributable to its net loss of $75,363,496, adjusted for net non-cash expenses in the aggregate amount of $58,138,853, partially offset by $14,675,982 of net cash provided by changes in the levels of operating assets and liabilities. The Company's cash use for the year ended Dec. 31, 2016 was primarily attributable to its net loss of $7,699,127, adjusted for net non-cash expenses in the aggregate amount of $2,031,537 partially offset by $2,918,567 of net cash provided by changes in the levels of operating assets and liabilities. During the year ended Dec. 31, 2017, cash used in investing activities was $23,169, which was used to purchase charging stations and other fixed assets. Net cash used in investing activities was $80,463 during the year ended Dec. 31, 2016, which was used to purchase charging stations and other fixed assets. Net cash provided by financing activities for the year ended Dec. 31, 2017 was $2,751,083, of which, $3,017,645 was provided in connection with the issuance of various forms of notes payable, partially offset by the payment of $172,158 associated with public offering costs and $72,945 of debt issuance costs as well as the repayment of notes payable of $9,893. Net cash provided by financing activities for the year ended Dec. 31, 2016 was $2,646,153, of which $1,367,120 was provided in connection with proceeds from the issuance of Series C Convertible Preferred Stock and warrants, $1,000,000 was provided in connection with the issuance of convertible notes payable, $600,000 was provided in connection with proceeds from the issuance of convertible notes payable to a related party, partially offset by $52,500 of payment of Series C Convertible Preferred Stock issuance cost, $53,640 of payment of future offering costs, $87,405 of payment of debt issuance costs, and repayment of notes payable of $138,988. Through Dec. 31, 2017, the Company incurred an accumulated deficit since inception of $156,435,278. As of Dec. 31, 2017, the Company had a cash balance and working capital deficit of $185,151 and $34,762,130, respectively. During the year ended Dec0 31, 2017, the Company incurred a net loss of $75,363,496. The Company has not yet achieved profitability. Subsequent to Dec. 31, 2017, the Company raised aggregate net proceeds of approximately $14.1 million in connection with the closing of its public offering and exchanged aggregate liabilities of approximately $26.0 million for equity. A full-text copy of the Form 10-K is available for free at: https://is.gd/mCZO0S 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. BOOTIQUE TRENDS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Bootique Trends, Inc. dba Gregory's 5851 Legacy Circle, Suite 600 Plano, TX 75024 Business Description: Bootique Trends, Inc. is a privately held company in Plano, Texas specializes in men's and boys' clothing and accessory stores. Chapter 11 Petition Date: April 20, 2018 Case No.: 18-40820 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road, Ste. 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 E-mail: hspector@spectorjohnson.com hms7@cornell.edu Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Larry Matney, director. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txeb18-40820_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txeb18-40820.pdf CAFE TIRAMISU: Taps West Auctions as Appraiser ---------------------------------------------- Cafe Tiramisu, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire an appraiser. The Debtor proposes to employ West Auctions, Inc. to appraise its equipment, furniture and other assets used in the operation of its business. The firm will be paid a fixed fee of $3,800. West Auctions is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Dennis B. West West Auctions, Inc. 427 Cleveland St Woodland, CA 95695 Phone: 530-661-0490 Fax: 530-661-2499 Email: info@westauction.com About Cafe Tiramisu LLC Cafe Tiramisu, LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D). It owns a restaurant serving Northern Italian cuisine. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-30699) on July 20, 2017. In the petition signed by Giuseppe Spinoso, its president and CEO, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Hannah L. Blumenstiel presides over the case. The Debtor hired the Law Offices of James T. Cois as its legal counsel, and Tarlson and Associates as its accountant. CALIFORNIA RESOURCES: Chevron Acquires 6.2% Stake ------------------------------------------------- Chevron Corporation disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of April 9, 2018, it beneficially owns 2,850,000 shares of common stock of California Resources Corporation, constituting 6.2% based upon 42,901,946 shares of Common Stock outstanding as of Jan. 31, 2018, as reported in the Issuer's Annual Report on Form 10-K filed on Feb. 27, 2018, plus 2,850,000 shares of Common Stock issued to Chevron U.S.A. Inc. on April 9, 2018. The following lists the identity of each applicable subsidiary of Chevron Corporation, the parent holding company that beneficially owns the Issuer's securities: Chevron Corporation (Delaware) Chevron Investments Inc. (Delaware) Texaco Inc. (Delaware) Chevron U.S.A. Holdings Inc. (Delaware) Chevron U.S.A. Inc. (Pennsylvania) A full-text copy of the regulatory filing is available at: https://is.gd/7XJZXk About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company in California. The Company operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians. California Resources reported a net loss attributable to common stock of $266 million for the year ended Dec. 31, 2017, compared to net income attributable to common stock of $279 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, California Resources had $6.20 billion in total assets, $732 million in total liabilities, all current, $5.30 billion in long-term debt, $287 million in deferred gain and issuance costs, $602 million in other long-term liabilities, and a total deficit of $720 million. * * * As reported by the TCR on Nov. 14, 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016. In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CAPRI COAST: $906K Sale of All Assets to Gifted Joyfully Approved ----------------------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California authorized Capri Coast Capital, Inc., and affiliates to sell substantially all assets to Joyfully Gifted, Inc. ("JGI") for $906,017. A hearing on the Motion was held on March 30, 2018 at 1:00 p.m. The sale is free and clear of any and all liens, claims, security interest, law suits, legal proceedings, suits, actions and other encumbrances of any and every nature and kind whatsoever and howsoever arising. The Assigned Franchise Agreements ("FAs") are comprised of the following, and are assumed by the applicable Debtor and assigned to JGI: (i) The franchise agreement dated May 23, 2006, between MEFand MJ Ventures Inc., which was subsequently assigned to debtor Amalfi Assets, for the operation of Massage Envy Clinic (#0303) at 1348-A N. Moorpark Road in Thousand Oaks, California; (ii) The franchise agreement dated June 22, 2006, between MEF and Barry and Kevin Silver, which was subsequently assigned to Deon and Erika Rice, and then again assigned to debtor Ravello Ventures, for the operation of Massage Envy Clinic (#0332) at 14652 Ventura Boulevard, Suite 100 in Sherman Oaks, California; (iii) The franchise agreement dated July 11, 2007, between MEF and Deon and Erika Rice, which was subsequently assigned to non-debtor R Nirvana, for the operation of Massage Envy Clinic (#0636) at 23957 Newhall Ranch Road in Valencia, California; and (iv) The franchise agreement dated January 21, 2011, between MEF and debtor Hampton Heights for the operation of Massage Envy Clinic (#0873) at 39445 10th Street W, Suite E-5 in Palmdale, California. Any and all liens, claims and encumbrances affecting the assets being sold will attach solely to the proceeds realized from the sale thereof with the same priority, validity and effect as those liens, claims and encumbrances had immediately prior to the filing date of these proceedings. JGI will not assume or in any way be responsible or liable for any liability or obligation of Debtors and/or its estate, except as otherwise expressly provided in the JGI Agreement and, for greater certainty but without limiting the generality of the foregoing, JGI is not a "successor employer" for the purposes of any and all applicable labor and employment laws (both at statute and at common law). JGI will deliver funds, via wire transfer or certified funds, to escrow in the total amount of $833,000 (including the good faith deposit already held in escrow) based upon the adjustment made to the purchase price at the hearing and as reflected on the record. These payments will be made from escrow at the close of the sale to JGI: (i) $575,000 to MEF. (ii) $40,000 to The Black Agency, LLC, as full and final payment of any and commissions owed in connection with the instant sale. (iii) Escrow closing fees. (iv) Any and all remaining funds will be paid to and held in the attorney-client trust account of Jeffrey S. Shinbrot, APLC pending further Order of the Court except that payment may be made for quarterly fees owing, or to be owed, to the Office of the United States Trustee. Except as stated in the Order, as of the Closing Date, the Debtors will be relieved of any and all further liabilities or obligations with respect to and arising under the Assigned FAs. Massage Envy Franchising, LLC ("MEF")'s consent to the assumption and assignment of the Assigned FAs to JGI is subject to these conditions: a. MEF will receive directly from the close of escrow, no later than April 10, 2018, cash in the amount of $575,000, which will constitute the cash portion of the Debtors' obligations to MEF with respect to the assumption and assignment of the Assigned FAs. b. The balance of the Debtors' obligations to MEF under Bankruptcy Code section 365 with respect to the Assigned FAs will be in the form of an allowed general unsecured claim in the amount of $425,000, jointly and severally against each of the Debtors. Such claim will not be subject to disallowance, objection, recharacterization, etc., but will be subordinated in right of payment to all allowed, non-insider, general unsecured claims against the Debtors' estates. c. Other than the Assigned FAs, which are being assumed and assigned to JGI, all other contracts and agreements between MEF and any of the Debtors, to the extent not previously terminated, will be deemed terminated upon the entry of this Order. d. Except as specifically set forth above, the Debtors and MEF waive and release any and all claims between them; provided, however, that such release will specifically exclude Ms. Erika Rice and Mr. Deon Rice. Ms. Rice, Mr. Rice, and MEF each reserve any and all rights, claims and defenses as to each other. The automatic stay provisions of 11 U.S.C. Section 362 are modified to the extent necessary to permit the consummation of the transaction contained in the Order and in the Purchase Agreement. Upon entry of the Order, JGI will have immediate access to the Debtors' business location and rights to possession of the Debtors' books and records at the facilities, including without limitation, documents relating to the Debtors' customer agreements. With respect to the franchise location at 23957 Newhall Road, Valencia, California, currently operated by Capri Coast Capital, Inc. but subject to a lease entered into post-petition by and between Ms. Rice, individually, and the lessor Bridgeport Marketplace, LLC, Ms. Rice will have no further rights to possession or occupancy of the premises whatsoever as of the Closing Date, and the Order is binding and effective as to Ms. Rice and any third party related to her or affiliated with her or with any of the Debtor entities. Pursuant to Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon entry. About Capri Coast Capital Capri Coast Capital Inc., Hampton Heights Inc., Ravello Ventures Inc. and Amalfi Assets Inc. operate massage therapy clinics under the "Massage Envy" trade name. Capri Coast sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-11136) on April 28, 2017. On June 9, 2017, Hampton Heights and Ravello Ventures filed Chapter 11 petitions (Bankr. C.D. Cal. Case Nos. 17-11545 and 17-11546). Amalfi Assets filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-11851) on July 12, 2017. The cases are jointly administered with that of Capri Coast under Case No. 17-11136. In the petitions signed by CEO Erika Rice, Capri Coast estimated under $50,000 in assets and under $500,000 in liabilities. Hampton Heights estimated under $50,000 in both assets and liabilities. Ravello Ventures estimated under $500,000 in both assets and debt. Amalfi Assets estimated between $1 million and $10 million in assets, and between $500,000 and $1 million in liabilities. Capri Coast initially tapped the Law Office of Peter C. Bronstein as counsel, then replaced the firm with Lewis Landau, Esq., then replaced it with Jeffrey S. Shinbrot, APLC. CARLETON FARMS: Taps Keith Y. Boyd as Legal Counsel --------------------------------------------------- Carleton Farms seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire The Law Offices of Keith Y. Boyd 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's hourly rates are: Keith Boyd $400 Melissa Arnold, ACP $150 Law Clerk $200 Legal Assistant $50 to $100 Boyd received retainers in the total amount of $85,000. Keith Boyd, Esq., disclosed in a court filing that his firm does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Keith Y. Boyd, Esq. The Law Offices of Keith Y. Boyd 724 S. Central Ave., Suite 106 Medford, OR 97501 Phone: (541) 973-2422 Fax: (541) 973-2426 Email: keith@boydlegal.net About Carleton Farms Carleton Farms -- http://carletonfarms.ag-- is a family farm located in Merrill, Oregon that specializes in a diverse crop base. The farm grows potatoes, alfalfa hay, grass hay, grain, and raise beef cattle in its operation which encompasses over 4,000 acres. It also grows organic crops on over 2,000 acres, most of which border Klamath Lake, near the Running Y Ranch. Carleton Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-61140) on April 12, 2018. In the petition signed by Greg Carleton, partner, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Thomas M. Renn presides over the case. CARLETON FARMS: Taps Vanden Bos & Chapman as Co-Counsel ------------------------------------------------------- Carleton Farms seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Vanden Bos & Chapman, LLP. Vanden Bos will serve as co-counsel with The Law Offices of Keith Y. Boyd, the firm tapped by the Debtor to be its lead counsel in connection with its Chapter 11 case. The firm will charge these hourly rates: Robert Vanden Bos Managing Partner $520 Ann Chapman Partner $450 Douglas Ricks Partner $395 Christopher Coyle Partner $375 Certified Bankruptcy Assistants $250 Legal Assistants $130 Robert Vanden Bos, name partner of the firm, disclosed in a court filing that his firm does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Robert J Vanden Bos, Esq. Douglas R. Ricks Vanden Bos & Chapman, LLP 319 SW Washington St., Suite 520 Portland, OR 97204 Phone: 503-241-4869 Fax: 503-241-3731 E-mail: vbcservicedougr@yahoo.com About Carleton Farms Carleton Farms -- http://carletonfarms.ag-- is a family farm located in Merrill, Oregon that specializes in a diverse crop base. The farm grows potatoes, alfalfa hay, grass hay, grain, and raise beef cattle in its operation which encompasses over 4,000 acres. It also grows organic crops on over 2,000 acres, most of which border Klamath Lake, near the Running Y Ranch. Carleton Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-61140) on April 12, 2018. In the petition signed by Greg Carleton, partner, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Thomas M. Renn presides over the case. CELADON GROUP: Common Stock Delisted from NYSE ---------------------------------------------- Peter Elkins, lead analyst at the New York Stock Exchange LLC, filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing or registration of Celadon Group Inc.'s common stock on the Exchange. 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. CHINA COMMERCIAL: Widens Net Loss to $10.7 Million in 2017 ---------------------------------------------------------- China Commercial Credit, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of US$10.69 million on US$404,462 of total interest and fee income for the year ended Dec. 31, 2017, compared to a net loss of US$2.58 million on US$1.29 million of total interest and fee income for the year ended Dec. 31, 2016. As of Dec. 31, 2017, China Commercial had US$7.16 million in total assets, US$12.43 million in total liabilities and a total shareholders' deficit of US$5.27 million. The report from the Company's independent accounting firm Marcum Bernstein & Pinchuk LLP on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company had an accumulated deficit of US$81,534,396 as of Dec. 31, 2017. In addition, the Company had a negative net asset of US$5,272,461 as of Dec. 31, 2017. As of Dec. 31, 2017, the Company had cash of US$2,498,194 and total liabilities other than accrual for financial guarantee services of $ 3,166,863. The Company said it is actively seeking other strategic partners with experience in lending business. A full-text copy of the Form 10-K is available for free at: https://is.gd/I22Wzz About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- is a financial services firm operating in China. Its mission is to fill the significant void in the market place by offering lending, financial guarantee and financial leasing products and services to a target market which has been significantly under-served by the traditional Chinese financial community. The Company's current operations consist of providing direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals in the city of Wujiang, Jiangsu Province. COBALT INT'L: Files Further Modified 4th Amended Plan ----------------------------------------------------- BankruptcyData.com reported that Cobalt International Energy filed with the U.S. Bankruptcy Court a Further Modified Fourth Amended Joint Chapter 11 Plan with Technical Modifications. Documents filed with the Court explain, "On the Effective Date, except as otherwise specifically provided for in the Plan and, in the case of a Secured Claim, upon satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date: (1) the obligations of any Debtor under any certificate, share, note, bond, indenture, purchase right, or other instrument or document, directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest, equity, or portfolio interest in the Debtors or any warrants, options, or other securities exercisable or exchangeable for, or convertible into, debt, equity, ownership, or profits interests in the Debtors giving rise to any Claim or Interest shall be cancelled and deemed surrendered as to the Debtors and shall not have any continuing obligations thereunder, and the 2.625% Senior Notes Indenture Trustee and the 3.125% Senior Notes Indenture Trustee shall be released from all duties thereunder; provided, however, that notwithstanding Confirmation or Consummation, any such indenture or agreement that governs the rights of the holder of a Claim shall continue in effect solely for purposes of (a) allowing Unsecured Noteholders to receive distributions under the Plan; (b) allowing the 2.625% Senior Notes Indenture Trustee and the 3.125% Senior Notes Indenture Trustee to make the distributions in accordance with the Plan (if any); and (c) preserving any rights of the 2.625% Senior Notes Indenture Trustee and the 3.125% Senior Notes Indenture Trustee to payment of fees, expenses, and indemnification obligations as against any money or property distributable to holders under the Unsecured Notes Indentures, including any rights to priority of payment and/or to exercise charging liens." Creditors Committee, Whitton Object to Plan Earlier, Cobalt International Energy's official committee of unsecured creditors, the ad hoc committee of unsecured noteholders and Whitton Petroleum Services filed with the U.S. Bankruptcy Court separate objections to the Company's Fourth Amended Joint Chapter 11 Plan of Reorganization, BankruptcyData reported. The official committee of unsecured creditors asserted, "The Committee hereby objects to confirmation of the Plan on multiple grounds, including that the Plan (i) contains improper, gratuitous direct and third party releases to, among others, the past and present officers and directors of the Debtors for no consideration in the face of meritorious claims against them asserted in pending litigation, (ii) releases colorable and meritorious claims against the First and Second Lien Lenders for no consideration, including the claims to avoid fraudulent transfers and to materially reduce the claims of the First and Second Lien Lenders based on the improper inclusion of original issue discount and make whole premiums that are subject to disallowance, (iii) fails the best interests test, and (iv) depending upon the outcome of the plan voting, may not be confirmed under the cramdown provisions. Moreover, there is a continuing inquiry by the Ad Hoc Committee of Unsecured Noteholders into potential collusion by the joint bidders who submitted the winning bid at the auction for the Debtors' most valuable asset which, if proven to have resulted in the very disappointing outcome of the auction, constitutes an additional basis for denial of confirmation of the Plan." In addition, "The evidence will show that, contrary to the Debtors' conclusory statements in the Plan and Disclosure Statement, the Debtor Release is not fair, equitable or in the best interests of the estates to the extent it releases estate claims against non-debtor parties because (i) the Debtors' investigation regarding such claims was flawed and woefully inadequate; (ii) it is not integral to the Plan, (iii) it was not vigorously negotiated and is not the result of a compromise that reflects the give and take of a true arms-length negotiation process; and (iv) many of the Released Parties have provided no consideration." About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com/-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Unable to sell assets out-of-court, Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; Ernst & Young LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Baker Botts LLP and Susman Godfrey LLP serve as special litigation counsel. An official committee of unsecured creditors was appointed in the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead counsel to the Committee; Snow Spence Green LLP as local counsel; and Conway MacKenzie, Inc., as financial advisor. Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc Committee of Unsecured Noteholders. * * * The Debtors won Court approval of a settlement with The Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica ("Sonangol") to resolve their disputes and to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in Angola to Angola's state oil company Sonangol in exchange for a $500 million payment to the U.S. oil firm. On March 6, 2018, the Debtors conducted an auction that raised $577.9 million for their Gulf of Mexico assets: ($ millions) Purchase Buyer Asset Price ----- ----- -------- Total E&P USA, Inc./ Statoil Gulf of Mexico LLC North Platte prospect $339.0 Total E&P USA Anchor assets $181.0 W&T Offshore, Inc. Heidelberg prospect $31.1 Navitas Petroleum US, LLC Shenandoah prospect $1.8 The Debtors have filed a proposed Chapter 11 plan that contemplates with wind down of the business and the distribution of the sale proceeds and available cash to creditors. The Plan voting deadline was March 28, 2018. The sale transactions will also be considered at a court hearing. A copy of the explanatory disclosure statement filed March 8, 2018, is available at: http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf COLLINS & AIKMAN: Consent Decree Resolves DTSC Claims vs Van Over ----------------------------------------------------------------- Plaintiffs, the State of California Department of Toxic Substances Control and the Toxic Substances Control Account ("DTSC"), filed a Complaint in the case captioned CALIFORNIA DEPARTMENT OF TOXIC SUBSTANCES CONTROL and the TOXIC SUBSTANCES CONTROL ACCOUNT, Plaintiffs, v. JIM DOBBAS, INC., a California corporation; CONTINENTAL RAIL, INC., a Delaware corporation; DAVID VAN OVER, individually; PACIFIC WOOD PRESERVING, a dissolved California corporation; WEST COAST WOOD PRESERVING, LLC., a Nevada limited liability company; and COLLINS & AIKMAN PRODUCTS, LLC, a Delaware limited liability company, Defendants. AND RELATED COUNTERCLAIMS AND CROSS CLAIMS, No. 2:14-cv-00595-WBS-EFB (E.D. Cal.) on March 3, 2014, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act against several defendants, including Defendant David Van Over, and then subsequently filed a First Amended Complaint on Dec. 11, 204 which added a defendant. In this action, DTSC seeks to recover response costs incurred or to be incurred by DTSC in responding to releases and/or threatened releases at the property located at 147 A Street, Elmira, Solano County, CA ("the Site"). DTSC also seeks declaratory relief alleging that defendants are jointly and severally liable for Future Response Costs to be incurred by DTSC with respect to the Site. DTSC also seeks injunctive relief, treble damages, and civil penalties against certain defendants, including Van Over, pursuant to a supplemental state law claim under the Hazardous Substances Account Act, California Health and Safety Code section 25300 et seq., for those defendants' failure to comply with an Imminent and Substantial Endangerment Determination Order and Remedial Action Order that DTSC issued to those defendants in 2011 concerning the releases and threatened releases of hazardous substances at the Site. Defendants' failure to complete response actions at the Site created an imminent risk that contaminated groundwater would spread to nearby wells and further contaminate the drinking water aquifer, and that the asphalt cap would fail and allow direct human contact with contaminated soil or contribute more to surface water or groundwater contamination. DTSC took response actions to address the releases of hazardous substances at the Site. DTSC's response actions were necessary to remove the hazardous substances released and/or threatened to be released at and from the Site. As of Sept. 30, 2016, DTSC's unreimbursed response costs related to the Site exceeded $2.7 million, exclusive of interest. DTSC will continue to incur response costs related to the Site, including costs to litigate the claims in the First Amended Complaint. The parties, however, proposed a Consent Decree, which Van Over affirmed under penalty of perjury that the financial information provided to DTSC is true and correct. In making this initial determination of Van Over's inability to pay and in entering into this settlement, DTSC has relied on the financial information provided by Van Over. Finding that the Consent Decree has been negotiated in good faith, District Judge William Shubb, therefore, orders and decrees that the Consent Decree resolves DTSC's claims against Van Over in the action under section 107 of CERCLA, 42 U.S.C. section 9607. DTSC agrees to settlement of Van Over's liability in this action in exchange for consideration from Van Over, including payment by Van Over to reimburse a portion of DTSC's Past Response Costs and Future Response Costs incurred by DTSC at or in connection with releases and/or threatened releases of hazardous substances at, beneath, and/or from the Site. Van Over must pay to DTSC the sum of $250,000 in multiple installments as follows: a. payment of $5,000 must be made within 30 days of the Effective Date; b. additional payment(s) totaling up to 245,000 will be made (i) within 10 days of each sale of all or a portion of the Property, in an amount equal to the Net Sale Proceeds of such sale; and/or (ii) within 10 days of receipt of an Ability to Pay Determination, in an amount equal to the amount demanded in the Ability to Pay Determination. Within 60 days of the Effective Date, DTSC must ensure that the existing $883,347 statutory lien on the Property is replaced by a judgment lien for $245,000 to secure a portion of the Past Response Costs. This $245,000 judgment lien will remain in effect, accruing statutory interest, until paid in full. If Van Over fails to pay when due the $5,000 payment, or to pay when due any portion of the $245,000 balance, then Van Over must immediately pay the entire unpaid balance of the $250,000 due to DTSC, with interest accruing from the due date of the payment until the full remaining balance is paid. Van Over must refrain from using the Site in any manner that would interfere with or adversely affect the implementation, integrity, or protectiveness of the response actions, including removal or remedial measures to be performed at the Site, and shall comply with the recorded Environmental Restrictive Covenant (Land Use Covenant). Van Over must promptly remove any vehicle, trailer or container on the Site as recommended by any DTSC-approved plan or report, signed and stamped by a qualified professional engineer licensed in the State of California. A full-text copy of the Consent Decree dated March 27, 2018 is available at https://is.gd/4vSwPG from Leagle.com. California Department of Toxic Substances Control & Toxic Substances Control Account, Plaintiffs, represented by Laura Zuckerman -- Laura.Zuckerman@doj.ca.gov -- State Of California Department Of Justice Attorney General's Office & Olivia W. Karlin -- olivia.karlin@doj.ca.gov -- Office Of The Attorney General, State Of California. David Van Over, Defendant, pro se. David Van Over, Cross Defendant, pro se. California Department of Toxic Substances Control & Toxic Substances Control Account, Counter Defendants, represented by Laura Zuckerman , State Of California Department Of Justice Attorney General's Office & Olivia W. Karlin , Office Of The Attorney General, State Of California. David Van Over, Counter Claimant, pro se. About Collins & Aikman Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and US$2,856,600,000 in total debts. COMMERCIAL METALS: S&P Affirms 'BB+' CCR, Off CreditWatch Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' corporate credit rating and senior unsecured debt ratings on Irving, Texas-based Commercial Metals Co. S&P is also removing all of its ratings from CreditWatch with negative implications. The outlook is stable. S&P said, "At the same time we assigned a 'BB+' rating to the company's proposed $350 million senior unsecured notes due 2026, on which the recovery rating is '3'. The company intends to use the note proceeds to fund a portion of its purchase of certain North American steel assets from Gerdau S.A. "We affirmed the 'BB+' corporate credit rating on the company as we view the additional debt and increase in adjusted leverage to be modest, and do not anticipate a sustained deterioration in credit metrics, particularly in light of our favorable outlook on steel market conditions. We expect funds from operations (FFO) to adjusted debt in fiscal 2018 (year-end August 31) to be in the mid-20% area and adjusted Debt to EBITDA of about 3x before improving to the low-30% area and the mid-2x area, respectively, in fiscal 2019. The company said that it intends to primarily finance the acquisition with the new $350 million senior unsecured notes and a $100 million incremental delayed draw on its Term Loan A. The remainder will be funded with existing cash, which helps preserve credit metrics. "The stable outlook reflects our expectations that although credit metrics will be strained until the acquisition closes, Commercial Metals Co. will maintain adjusted debt to EBITDA between 2x and 3x with EBITDA margins of about 8% to 10%, following the close of the Gerdau transaction in fiscal 2019. We expect the company to benefit from continued gains in nonresidential construction growth, a favorable steel price environment, and incremental cash flow from the Gerdau assets and the new Oklahoma micro mill. "We could lower the ratings if the company's adjusted debt to EBITDA increases above 3x and we expect weaker credit ratios to persist. This could occur if EBITDA margins decline below 6% whether from significant problems integrating the newly acquired assets or if steel market or operating conditions deteriorate. We could also occur if the company undertook an additional significant, debt-financed acquisition. "We do not anticipate an upgrade over the next 12 months given the company's debt issuance and pending acquisition of certain Gerdau assets. In addition, the company's exposure to steel imports and cyclical end markets, specifically non-residential construction, are key rating constraints. We could consider raising our rating if adjusted debt to EBITDA was sustained below 2x with EBITDA margins above 11%. This would likely be associated with a commitment from management to maintain a more conservative financial policy, consistent with an investment grade rating, over the long term." COMMUNITY HEALTH: Widens Net Loss to $2.39 Billion in 2017 ---------------------------------------------------------- Community Health Systems, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $2.39 billion on $15.35 billion of net operating revenues for the year ended Dec. 31, 2017, compared to a net loss of $1.62 billion on $18.43 billion of net operating revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Community Health had $17.45 billion in total assets, $17.61 billion in total liabilities, $527 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and a total deficit of $692 million. As of Dec. 31, 2017, the Company had approximately $7.5 billion aggregate principal amount of senior secured indebtedness outstanding, and approximately $6.4 billion of senior unsecured indebtedness outstanding. "We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful," stated the Company in the SEC filing. "Our ability to make scheduled payments on or to refinance our indebtedness depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to financial, business, regulatory and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. "In addition, we are a holding company with no direct operations. Our principal assets are the equity interests we hold in our operating subsidiaries. As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the funds necessary to meet our outstanding debt service and other obligations. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness. In addition, any payments of dividends, distributions, loans or advances to us by our subsidiaries are subject to certain legal and contractual restrictions, including under our credit facility and indentures. "We may find it necessary or prudent to refinance certain of our outstanding indebtedness, the terms of which may not be favorable to us. Our ability to refinance our indebtedness on favorable terms, or at all, is directly affected by the then current general economic and financial conditions. In addition, our ability to incur secured indebtedness (which would generally enable us to achieve better pricing than the incurrence of unsecured indebtedness) depends in part on the value of our assets, which depends, in turn, on the strength of our cash flows and results of operations, and on economic and market conditions and other factors. "If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our credit facility and the indentures governing our outstanding notes. "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, including covenants in the indentures governing our outstanding notes and our credit facility, we could be in default under the terms of the agreements governing our indebtedness, including our credit facility and the indentures governing our outstanding notes. In the event of any default, the holders of this indebtedness could elect to declare all the funds borrowed to be immediately due and payable, together with accrued and unpaid interest; the lenders under our credit facility could elect to terminate their commitments under the credit facility, cease making further loans and direct the collateral agent to institute foreclosure proceedings against our assets; and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our credit facility to avoid being in default. If we breach our covenants under our credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our credit facility, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation." A full-text copy of the Form 10-K is available for free at: https://is.gd/4q0SSm About Community Health Community Health -- http://www.chs.net/-- is a publicly-traded hospital company in the United States and an operator of general acute care hospitals and outpatient facilities in communities across the country. Community Health was originally founded in 1986 and was reincorporated in 1996 as a Delaware corporation. The Company provides healthcare services through the hospitals that it owns and operates and affiliated businesses in non-urban and selected urban markets throughout the United States. As of Dec. 31, 2017, the Company owned or leased 125 hospitals included in continuing operations, with an aggregate of 20,850 licensed beds, comprised of 123 general acute care hospitals and two stand-alone rehabilitation or psychiatric hospitals. Community Health is headquartered in Franklin, Tennessee. * * * As reported by the TCR on March 16, 2018, S&P Global Ratings lowered its corporate credit rating on Community Health Systems Inc. to 'CCC+' from 'B-'. The outlook is negative. S&P said, "The downgrade reflects weaker-than-expected free cash flow guidance for 2018 and the company's high debt burden, which we believe could make it difficult for the company to refinance its upcoming 2019 debt maturities. The cash flow shortfall relative to our expectations was partly due to higher-than-expected labor costs and recent underperformance of hospitals being divested. Given the lowered forecast and large debt maturities over the next few years, we believe refinancing risk is elevated, particularly given the company's significant ongoing transformation efforts. CUZCO DEVELOPMENT: Court Junks Joint Bid to Vacate May 3 Order -------------------------------------------------------------- In the case captioned CUZCO DEVELOPMENT U.S.A., LLC, Plaintiff, v. JCCJO HAWAII, LLC, Defendant, Civ. No. 16-00632 JMS-KSC (D.Haw.), District Judge J. Michael Seabright entered an order denying the parties' joint motion to vacate the Court's May 3, 2017 order reversing Bankruptcy Court's order in an adversary proceeding involving the avoidance of a lease between the parties. Cuzco appealed the court's May 3 Order to the Ninth Circuit. With the assistance of the Ninth Circuit mediator, the parties settled. And as part of that settlement, the parties dismissed the appeal and agreed jointly to request the court to vacate the May 3 Order and subsequent judgment. The Joint Motion appears to make two arguments. First, it claims that the settlement requires the parties to seek vacatur as part of the negotiated resolution of the case. Second, it states that the issue addressed in the May 3 Order -- the avoidance of a lease -- "will not be re-litigated by anyone else." After balancing the equities involved, the court finds that the parties have failed to provide a sufficient basis to vacate the May 3 Order. The first justification, that the parties seek a vacatur based on their settlement, was rejected by the Supreme Court's holding in U.S. Bancorp Mortgage Co. v. Bonner Mall Partnership. The Joint Motion's second rationale, that the avoidance issue addressed in the May 3 Order "will not be re-litigated by anyone else," fares no better. Although the avoidance issue will not be re-litigated as to this specific property and these specific parties, it may well be litigated in other proceedings regarding other properties and other parties. The court's May 3 Order will, at a minimum, provide guidance to future litigants. The court determines that vacatur of the May 3 Order is not warranted under the equitable balancing test. A full-text copy of the Court's Order dated March 27, 2018 is available at https://is.gd/Cnt4c3 from Leagle.com JCCHO Hawaii LLC, Defendant in USBC Hawaii Adversary Proceeding No. 16-90031, Appellant, represented by Christopher J. Muzzi -- cmuzzi@hilaw.us -- Moseley Biehl Tsugawa Lau & Muzzi & David Y. Suh -- dsuh@tqlawyers.com -- Tom Watts Degele-Mathews & Yoshida LLP. Cuzco Development U.S.A., LLC, Debtor in USBC Hawaii Chapter 11 Case No. 16-00636, and Plaintiff in USBC Hawaii Adversary Proceeding No. 16-90031, Appellee, represented by Allison A. Ito -- aito@hibklaw.com -- Choi & Ito & Chuck C. Choi -- cchoi@hibklaw.com -- Choi & Ito. About Cuzco Development Cuzco Development U.S.A., LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 16-00636) on June 20, 2016. The petition was signed by Kay Nakano, responsible individual. The case is assigned to Judge Robert J. Faris. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The confirmation hearing on the Debtor's plan of reorganization is on Feb. 13, 2017. The TCR reported on Dec. 23, 2016, that Judge Faris approved the Debtor's first amended disclosure statement for its Chapter 11 plan of reorganization, dated Dec. 5, 2016, which proposed that the holder of an allowed general unsecured claims receive on account of its claim in full and complete satisfaction, discharge and release thereof: 100% of their allowed claims with post-petition interest at 3% simple interest per annum paid in full within 30 days after the Refinance deadline. D&M INVESTMENTS: Proposes Auction of Former Ramada Hotel -------------------------------------------------------- D&M Investments, Inc. and MNM Holdings, LLC ask the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the sale of the hotel doing business known as "Ramada Morgantown Hotel & Conference Center," at 20 Scott Avenue, in Morgantown, West Virginia; and the real property and improvements, including the approximately 9.9 acres on which the hotel is situated, at auction. D&M operated the Hotel as a franchisee of Ramada Worldwide Inc. ("RWI"), however, D&M stopped operating the Hotel on June 30, 2017. The Franchise Agreement between D&M and RWI was terminated effective Nov. 3, 2017. The Debtors are not selling the Hotel as a "Ramada" branded hotel. MNM owns the Hotel and the Surrounding Property. The Assets do not include (a) a franchise agreement with RWI or any rights to operate the Hotel as a "Ramada" branded franchise, or to otherwise use, utilize or display RWI's protected intellectual property including, the "Ramada Marks" (which include certain trade names, trademarks and service marks); and/or (b) the "Ramada System" (which includes, but is not limited to, common use and promotion of certain Ramada Marks, as well as, centralized advertising, referral programs and support functions, such as a nationwide computer reservation system). To the extent a purchaser wishes to continue to operate the Hotel as a Ramada branded hotel, any such operation is expressly conditioned upon the buyer reaching an agreement with RWI. In the absence of such agreement, all property, signs, or other items bearing the "Ramada Marks" must be removed prior to a closing on the sale of the Assets. Pursuant to the terms and conditions of that certain Agreement Between Debtors and Equity Partners HG, LLC dated Dec. 5, 2017, the Debtors hired Equity Partners as brokers to sell the Assets. In accordance with the Retention Agreement, Equity Partners has been diligently marketing the Assets and providing weekly status reports, as well as, other information to the US Trustee's Office and Secured Lender, Wesbanco Bank, Inc., concerning the potential parties contacted and the ongoing negotiations. By the Motion, the Debtors ask for entry of an order authorizing the sale of the Assets to the highest and best bidder, free and clear of all interests, liens and encumbrances with the distributions of proceeds be determined in accordance with a confirmed Plan of liquidation or further order of the Court. The Liens will attach to the proceeds of the sale in the same priority and to the same extent as they existed prior to the sale. These creditors have filed proof of claims asserting they have liens encumbering the Assets: a. Wesbanco Bank, Inc.: On Feb. 8, 2013, the Debtors borrowed jointly and severally, as co-borrowers, from Wesbanco the original principal amount of $2,515,000 on a term loan basis, to refinance and renovate the real property and improvements formerly known as the Ramada Inn Morgantown Hotel & Conference Center, situated at 20 Scott Avenue, Morgantown, Monongalia County, West Virginia. Wesbanco filed a proof of claim (Claim No: 10, filed on 02/09/2018) in the Chapter 11 Cases, asserting a fully secured claim in the amount of $2,254,579 and the current fully secured claim of $2,334,344. b. West Virginia State Tax Department: West Virginia State Tax Department filed a proof of claim in the D&M Chapter 11 Case, (Claim No. 2, 11/17/2017), asserting a claim in the amount of $595,695 (claiming a secured portion of $410,538 and an unsecured priority portion of $156,550. c. Internal Revenue Service: The Internal Revenue Service filed a proof of claim in the D&M Chapter 11 Case, (Claim No. 3, 11/21/2017), asserting a claim in the amount of $648,367 (claiming a secured portion of $481,323 and an unsecured priority portion of $130,387). The IRS also filed an unsecured claim in the amount of $7,766 (Claim No. 1, filed on 12/05/2017) in the MNM Chapter 11 Case. d. Monongalia County Sheriff's Tax Office: The Debtors also scheduled the Monongalia County Sheriff's Tax Office, as a creditor in the MNM Case with a priority claim for real estate and property taxes on the Surrounding Property in the amount of $11,178; it is not clear the extent to which it may be secured, if at all. Monongalia County Sheriff's Tax Office filed a proof of claim in the D&M Chapter 11 Case, (Claim No. 12, 2/20/2018), asserting a priority claim in the amount of $99,346 for 2016 and 2017 personal property and real estate property taxes. It is not clear what the breakdown is between real and personal property taxes. e. Mountain State Trailer Rentals: D&M also scheduled Creditor Mountain State Trailer Rentals as having a secured claim arising out of a judgment lien in the amount of $11,267. Upon information and belief, this lien may also attach to the Hotel since it is situated in Monongalia County. f. TCF Equipment Finance/ TAMCO: Creditor TCF, is also secured by the telephone equipment inside the Hotel. TCF filed a claim in the D&M Chapter 11 Case (Claim No: 6, filed on 12/27/2017, claiming a fully secured claim in the amount of $31,608). D&M also scheduled TAMCO financier as having a secured claim in the Debtor's property (believed to be phone equipment) in the amount of $29,000. The telephone equipment is part of the Sale. g. Euclid Telephone Co.: D&M also scheduled the Euclid as having a secured claim in the amount of $29,000 arising out of unpaid telephone utilities. Time is of the essence with regard to scheduling the proposed Auction. The Hotel is no longer operating and the Debtors' principals' personal cash resources are finite and are being depleted in order to preserve and safeguard the Assets. Also, certain parties have expended and continue to expend resources on due diligence with respect to the Assets. They need to know whether they will indeed be the Prevailing Bidder at an Auction. At the same time, the patience of various creditors who have recourse against the principals personally is wearing thin. An expedited Auction is necessary to keep these creditors at bay so that the principals can focus all of their efforts on one thing- maximizing the recovery from a sale of the Assets at the Auction. The Debtors propose to Auction the Assets free and clear of all liens, claims, interests and encumbrances to a successful bidder for a purchase price of to be determined. The proceeds of the Auction will be deposited into a separate account created by the Debtors and in the name of the Debtors to which the liens and claims of creditors including Wesbanco will attach, which proceeds will be held pending the confirmation of the Plan or further order of this Court, with the rights and claims of all parties and the Debtors reserved for presentation to the Court. Secured Lender agrees to refrain from submitting a Qualified Bid and from credit bidding at the Auction, or being a party directly or indirectly connected to a Qualified Bid. Any sale to a Buyer at the proposed Auction will be a sale of substantially all of the assets in the D&M Estate and MNM Estate. Upon information and belief, the real property and improvements located in Jefferson County, West Virginia, often referred to as the "Farm Property," is subject to Wesbanco's first lien Deed of Trust and Assignment of Rents and is not part of the Auction. Since the Hotel is no longer operating and the Ramada franchise has been terminated, a successful buyer is not acquiring the Debtors' Hotel business. The Debtors will establish bidding procedures prior to sell the Assets as set forth fully in the Bidding Procedures Motion. Contemporaneously with the filing of the Motion, the Debtors are filing their Expedited Bidding Procedures Motion. They ask entry of an order shortening the notice periods with respect to both the Bidding Procedures Motion and the Sale Motion. About MNM Holdings and D&M Investments Based in Morgantown, West Virginia, MNM Holdings LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D). The company is in the real estate leasing business. D&M Investments, Inc., operates public hotels and motels. MNM Holdings LLC and D&M Investments, Inc., sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 17-01104 and 17-01105) on Nov. 3, 2017. In the petitions signed by Alan B. Mollohan, its managing member, MNM Holdings and D&M Investments each estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Hon. Patrick M. Flatley. Salene Rae Mazur Kraemer, Esq., at Mazurkraemer Business Law, in Canonsburg, Pennsylvania, serves as the Debtors' counsel. On Dec. 6, 2017, the Court appointed Equity Partners HG, LLC as Brokers. DAILY GAZETTE: Authorized to Disburse Net Sale Proceeds ------------------------------------------------------- Bankruptcy Judge Frank W. Volk issued an order granting Joint Debtors Daily Gazette Company and affiliates' motion to authorize disbursement of net sale proceeds. On March 16, 2018, the Joint Debtors filed the motion to authorize. The filing provided that all of the Joint Debtors' cash on hand and all of the expected sale proceeds of their assets were part and parcel of United Bank's collateral, with the exception of dozens of vehicles that have a collective value of $41,275.25. The Joint Debtors additionally stated in the motion that retained funds in the amount of $1,345,818 will be set aside for the winding down of their affairs, including the payment of administrative claims. In addition to the Holdback, Joint Debtors are also required to pay: (1) a break-up fee with the Stalking Horse Bidder; (2) certain key employee compensation; (3) compensation to Dirks Van Essen for brokerage services; and (4) other closing costs. After those amounts, tallying approximately $700,000, have been paid, the residue will consist of the Net Sale Proceeds. Joint Debtors are requesting authorization upon closing to disburse the Net Sale Proceeds to United Bank and to pay Dirks Van Essen. MediaNews Group, Inc. and Charleston Publishing Company filed a joint objection to the motion. MediaNews contends that the proposed disbursement violates (1) the principles of the Bankruptcy Code and the Supreme Court's holding in Czyzewski v. Jevic Holding Corp., and (2) the requirements under 11 U.S.C. section 363(b) for a sale, including the business judgment standard. In the Response, the Joint Debtors acknowledge that the Sale did not generate enough money to make a distribution to general unsecured creditors. They counter, however, that these Chapter 11 cases and the sale have benefited the community, employees, contract counter-parties, vendors, and the news-reading public. The Joint Debtors further note that the Motion to Authorize seeks only the authorization to disburse the Net Sale Proceeds, not to conclude the case, inasmuch as other matters are extant. After a thorough analysis, the Court holds that this case is simply not susceptible to characterization as a "sell and dismiss" artifice, with its concomitant and impermissible intention of depriving legitimate creditors of a return. Instead, the Joint Debtors are attempting to wind down and transfer the business to HD Media with as little disruption as possible. It just so happens, as is often the case in bankruptcy, that all of the major assets are secured by liens in favor of one creditor. If this lone consideration was the hallmark of an impermissible section 363(b) sale, or of an outcome generally violative of the Bankruptcy Code, then our commercial landscape would look vastly different than it does today. And although MediaNews seeks to hold the sale proceeds in reserve for later distribution, it offers no strong justification for doing so. MediaNews cites several decisions in support of its contrary position. None of them are either binding or analogous to the circumstances here presented. The process leading to the sale, and the sale itself, raise no concerns for the Court; a result has materialized that perhaps few thought possible. The Court, accordingly, finds that there is abundant business justifications for the section 363(b) sale. Other factors also weigh favorably in approving the proposed disbursement. A full-text copy of the Court's Memorandum Opinion and Order dated March 30, 3018 is available at: http://bankrupt.com/misc/wvsb2-18-20028-176.pdf About Daily Gazette Company Headquartered in Charleston, West Virginia, Daily Gazette Company and its affiliates operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Charleston Gazette-Mail, as well as a related website, weekly publications, a saturation mail product and the following verticals: http://www.wvcarfinder.com/ http://www.wvrealestatefinder.com/ http://www.wvjobfinder.com/ http://www.gazettemailclassifieds.com/ Daily Gazette Company and certain of its affiliates sought for bankruptcy protection under Chapter 11 (Bankr. S.D. W.Va. Lead Case No. 18-20028) on Jan. 30, 2018. In the petition signed by Norman W. Shumate III, authorized signatory, Daily Gazette Company estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Daily Gazette Company 18-20028 Daily Gazette Holding Company, LLC 18-20029 Charleston Newspapers Holdings, L.P. 18-20030 Daily Gazette Publishing Company, LLC 18-20032 Charleston Newspapers 18-20033 G-M Properties, Inc. 18-20034 Judge Frank W. Volk is the case judge. The Debtors tapped Perkins Coie LLP, as lead counsel, and Supple Law Office, PLLC, as co-counsel. The Debtors hired Phil Murray and Dirks, Van Essen & Murray as consultant and broker. DAVID GEERTS: $515K Sale of Fulton Farm to Dombush Approved ----------------------------------------------------------- Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized David L. Geerts and Julie A. Norman-Geerts to sell their farm real estate, including the farm real estate commonly described as Parcel 6 of the Home Farm (PIN Nos. 0136400002, 0136400003, 0136300007, 0136300013) located at Frog Pond Road, Fulton, State of Illinois containing approximately 139.371 acres, to Randy Dombush for $515,000. The sale is free and clear of all liens, claims, and encumbrances (including those of Community State Bank of Rock Falls), all of which will attach to the proceeds of sale in the same order of priority as such liens, encumbrances and interests had against, in and to Parcel 6 of the Home Farm. The sale proceeds of Parcel 6 of the Home Farm will be distributed as follows: first, towards the payment of real estate taxes, second towards the payment of the commission to the Auctioneer of 1.75% of the gross purchase price, third towards expenses of the Auctioneer not to exceed $2,500, and the balance (subject to the Carveout provisions of the Reorganized Debtors' Fourth Amended Plan of Reorganization) to Community State Bank of Rock Falls for application to the first mortgage it holds against Parcel 6 of the Home Farm. The allocation and distribution of any government program payments (including CRP payments) relating to Parcel 6 of the Home Farm shall be made consistent with the terms and conditions of the Plan. Pursuant to 11 U.S.C. 1146(a), the sale of Parcel 6 of the Home Farm will be exempt from transfer or recordation taxes imposed by any governmental unit. The Reorganized Debtors, will file a Report of Sale with the Bankruptcy Court within 14 days after the completion of the closing of the last sale of the farm real estate. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC is the Debtors' counsel. On Feb. 13, 2018, the Debtors filed their Fourth Amended Plan of Reorganization with the Bankruptcy Court. DEB STORES: Relationship with CP Requires Further Discovery ----------------------------------------------------------- Defendant 2253 Apparel, Inc., d/b/a/ Celebrity Pink, in the case captioned DEB SHOPS SDFMC LLC, Debtor in Possession, Plaintiff, v. 2253 APPAREL, INC. d/b/a/ CELEBRITY PINK, Defendants, Adv. Pro. No. 16-51003 (KG) (D. Del.) brought a motion for partial summary judgment against Plaintiff Deb Shops SDFMC LLC. From the four claims alleged in Plaintiff's complaint, Celebrity Pink seeks partial summary judgment on the first claim which alleges that transfers of $258,153.75 and $50,951.56 are avoidable pursuant to 11 U.S.C. section 547(b). Here, Bankruptcy Judge Kevin Gross exercises the Court's discretion to allow the parties to take discovery before ruling on the motion for summary judgment. The main argument by Celebrity Pink against avoidance of the Transfers is that no debtor-creditor relationship existed between Celebrity Pink and SDFMC. Because the invoices issued by Celebrity Pink listed Deb Shops SDE -- Commerce LLC and Deb Shops SDW LLC as the parties to receive the goods, Celebrity Pink argues SDFMC had no obligation to pay. The Plaintiff responds that discovery is needed to understand the relationship between the parties. SDFMC's Statement of Financial Affairs ("SOFA") lists Celebrity Pink as a creditor with transactions occurring between the parties in the amount of $258,153.75 and $50,951.56. Additionally, Celebrity Pink is not listed under SDE's or SDW's SOFA. See D.I. 295, 297. From this information, the Plaintiff argues that between Celebrity Pink and SDFMC, there may have been an established debtor-creditor relationship, with Celebrity Pink requesting payment and SDFMC obliged to pay. Without formal discovery, the Plaintiff contends that such a relationship cannot be determined, one way or the other. The Court agrees with the Plaintiff and finds that further discovery is necessary. The entirety of the Motion hinges on whether or not SDFMC and Celebrity Pink established the requisite debtor-creditor relationship. If that relationship did not exist, then the Transfers will be unavoidable. If the relationship did exist, the Court must look to the parties other arguments regarding the existence of an antecedent debt and/or the existence of an ordinary course defense. The Plaintiff points the Court to the SOFA of SDFMC, SDE and SDW to show that when the Court adjudicated the main proceeding, the Debtor presumed Celebrity Pink to be a creditor of only SDFMC. What is unknown, and what the Plaintiff would like to discover, is how Celebrity Pink identified SDFMC, SDE and SDW. Inferring facts in favor of the non-moving party, whether Celebrity Pink was a creditor is a material fact that is in dispute, and there may be facts that Celebrity Pink has in its possession that the Plaintiff does not possess regarding that fact. A full-text copy of the Court's Memorandum Opinion dated March 28, 2018 is available at https://is.gd/zysgaf from Leagle.com. Deb Shops SDFMC LLC, Debtor in Possession, Plaintiff, represented by Jason A. Gibson, The Rosner Law Group LLC, Peter J. Keane -- pkeane@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP, James E. O'Neill -- joneill@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP & Frederick Brian Rosner, The Rosner Law Group LLC. 2253 Apparel, Inc., dba, Defendant, represented by Jenny Kasen , Kasen & Kasen, P.C. About Deb Stores Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-based retailer in the juniors "fast-fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. The company, founded by Philip Rounick and Emma Weiner, opened its first store under the name JOY Hosiery in Philadelphia, Pennsylvania in 1932. As of Sept. 30, 2014, the Company operated a total of 295 retail store locations (primarily in the East and Midwest, especially Pennsylvania, Ohio and Michigan) as well as an e-commerce channel. On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11941) and closed the sale of the assets three months later to Ableco Finance, LLC, the agent for the first lien lenders. Deb Stores Holding LLC and eight affiliated companies commenced Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The Debtors sought to have their cases jointly administered, with pleadings maintained on the case docket for Deb Stores Holding (Case No. 14-12676). The cases are assigned to Judge Mary F. Walrath. The Debtors' Chapter 11 cases have been consolidated for procedural purposes only. As of Dec. 31, 2014, the Debtors' most recent audited consolidated financial statements reflected assets totaling $90.5 million and liabilities totaling $120.1 million. Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Official Committee of Unsecured Creditors tapped Cooley LLP as its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and Zolfo Cooper, LLC as its bankruptcy consultants and financial advisors. DEXTERA SURGICAL: Taps Altum Partners as Tax Advisor ---------------------------------------------------- Dextera Surgical Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Altum Partners LLP as its tax advisor. The firm will assist the Debtor in preparing and filing its federal and state income tax returns for the years ended June 30, 2017, June 30, 2018 and June 30, 2019; and provide other related services. Per FYE Per FYE Per FYE Filing 6/30/17 Filing 6/30/18 Filing 6/30/19 ------ ------- ------ ------- ------ ------- Federal Income $6,000 $10,000 $5,000 Tax Return State Income $1,000 $16,000 $1,000 $16,000 $1,000 TBD Tax Returns Preparation of $2,250 $2,250 $2,250 Form 5471 (for Dextera GMBH) Altum will charge these hourly rates for additional services: Partner $575 Manager $275 Staff $220 Jim Donaldson, a partner at Altum, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jim A. Donaldson Altum Partners LLP 181 Metro Drive, Suite 410 San Jose, CA 95110 Phone: 408.703.6036 Fax: 408.904.5805 About Dextera Surgical Headquartered in Redwood City, California, Dextera Surgical Inc. (DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a medical device company that designs and manufactures proprietary stapling devices that enable the advancement of minimally invasive surgical procedures. Founded in 1997 as Vascular Innovations, Inc., the Company changed its name in November 2001 to Cardica, Inc., and in June 2016 to Dextera Surgical Inc. Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into an asset purchase agreement with Aesculap, Inc, an affiliate of B. Braun Group, for $17.3 million. The Company disclosed $6.53 million in total assets and $14.82 million in total debt as of Sept. 30, 2017. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley LLP as special corporate counsel; JMP Securities, LLC as financial advisor and investment banker; Moss Adams LLP as tax advisor; Arch & Beam Global, LLC and Matthew English as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. No trustee, examiner or official committee has been appointed. DIAMONDHEAD CASINO: Incurs $1.31 Million Net Loss in 2017 --------------------------------------------------------- Diamondhead Casino Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss applicable to common stockholders of $1.31 million for the year ended Dec. 31, 2017, compared to a net loss applicable to common stockholders of $885,673 for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Diamondhead had $5.47 million in total assets, $9.91 million in total liabilities and a total stockholders' deficiency of $4.44 million. Friedman LLP, in New York, New York, the Company's auditor since 2009, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017 stating that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations, except for its efforts to develop the Diamondhead, Mississippi property. Those efforts may not contribute to the Company's cash flows for the foreseeable future. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent upon its ability to raise the necessary capital with which to satisfy liabilities, fund future costs and expenses and develop the Diamondhead, Mississippi property. "The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort. "In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes... The Company is in default with respect to payment of both principal and interest under the terms of these instruments. In addition, at Dec. 31, 2017, the Company had $5,851,208 of accounts payable and accrued expenses, but only $65 cash on hand. A full-text copy of the Form 10-K is available for free at: https://is.gd/5UFTDY About Diamondhead Casino Largo, Fla.-based Diamondhead Casino Corporation and its subsidiaries own a total of approximately 400 acres of unimproved land in Diamondhead, Mississippi on which it plans, unilaterally, or in conjunction with one or more partners, to construct a casino resort and hotel and associated amenities. Active subsidiaries of the Company include Mississippi Gaming Corporation, which owns the approximate 400-acre site and Casino World, Inc., the development entity. DJO FINANCE: Lowers Net Loss to $35.1 Million in 2017 ----------------------------------------------------- DJO Finance LLC filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $35.09 million on $1.18 billion of net sales for the year ended Dec. 31, 2017, compared to a net loss of $285.68 million on $1.15 billion of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, DJO Finace had $2.02 billion in total assets, $2.81 billion in total liabilities and a total deficit of $790.47 million. As of Dec. 31, 2017, the Company's primary sources of liquidity consisted of cash and cash equivalents totaling $32.0 million and our $150.0 million asset-based revolving credit facility (ABL Facility), of which $68.8 million was available after taking into account $75.0 million drawings and $6.2 million issuance of letters of credit. Working capital at Dec. 31, 2017 was $153.5 million. "We believe that our existing cash, plus the amounts we expect to generate from operations, amounts we expect to generate from receivables and instrument financing and amounts available through our ABL Facility, will be sufficient to meet our operating needs for the next twelve months, including working capital requirements, capital expenditures, debt and interest repayment obligations. While we currently believe that we will be able to meet all of the financial covenants imposed by our Credit Facilities...there is no assurance that we will in fact be able to do so or that, if we do not, we will be able to obtain from our lenders waivers of default or amendments to the senior secured credit facilities." A full-text copy of the Form 10-K is available for free at: https://is.gd/Ep3PM9 About DJO Finance Vista, California-based DJO Finance LLC -- http://www.DJOglobal.com/-- 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 products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion. * * * As reported by the TCR on April 13, 2018, Moody's Investors Service affirmed its 'Caa1' Corporate Family Rating of DJO Finance LLC. 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. DOW RUMMEL: Fitch Affirms BB on Series 2016 & 2017 Health Bonds --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following bonds issued by the City of Sioux Falls, SD on behalf of Dow Rummel Village (DRV): -- $29.140 million health facilities revenue bonds, series 2017; and -- $22.760 million health facilities revenue refunding bonds, series 2016. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of DRV's gross revenues, a first mortgage lien and a debt service reserve fund, equal to maximum annual debt service (MADS) on the bonds. KEY RATING DRIVERS CAMPUS EXPANSION PROJECT PROGRESSING: Construction is progressing on DRV's campus expansion project, with an expected completion date by early November 2018. Management anticipates the project will be completed on time and on budget. This large repositioning will add 16 new memory care and 30 high-acuity assisted living units (ALUs). Total cost for the project is estimated at $35.6 million, of which approximately 80% is being funded with the proceeds of the series 2017 bonds. The balance will come from DRV's internal cash flows and contributions made to its current capital campaign. WEAK LONG-TERM LIABILITY PROFILE: The series 2017 issuance more than doubled DRV's debt load to a little over $52 million in total debt as of the third quarter ended Jan. 31, 2018, from $23.4 million as of April 30, 2017 (fiscal year-end). Resultant ratios, MADS at 24.0% of fiscal 2017 revenues, and debt-to-net available of 9.9x as of Jan. 31, 2018, indicate a very heavy debt burden and weak long-term liability profile. ADEQUATE OPERATING PROFILE: DRV operates in a very competitive environment for senior living facilities in Sioux Falls, but continues to maintain strong occupancy and an active waitlist for units across the community. Fitch has some concerns about DRV's location and physical plant aesthetics, which could potentially hinder future marketing efforts. However, Fitch positively recognizes DRV's favorable reputation and position as one of only three retirement facilities in its market area to provide a skilled nursing facility (SNF) as part of its continuum of care. Management reports some slippage in ALU occupancy in fiscal 2018, which they attribute to unusually high attrition and expect to naturally resolve as current residents move through the continuum of care. SOLID FINANCIAL PROFILE: Operating ratio and liquidity metrics deteriorated modestly in fiscal 2017 and through the first nine months of fiscal 2018, but remain solid for the rating level, and management reports that operating results are in line with budgeted expectations. DRV posted an operating ratio of 93.5%, net operating margin-adjusted (NOMA) of 14.4%, pro forma cash-to-debt of 30.9% and 489 days cash on hand (DCOH) in fiscal 2017, and respective ratios of 100.2%, 23.4%, 27.9% and 394 DCOH for the third quarter of fiscal 2018. Liquidity declines primarily reflect DRV's equity contribution to the campus expansion project. RATING SENSITIVITIES LARGE CONSTRUCTION PROJECT: Construction and project management risks related to Dow Rummel Village's sizeable capital project could potentially cause negative rating pressure if DRV were to experience cost overruns, service disruptions, and/or slower than anticipated fill-up of the new AL and memory care units, though this is not Fitch's expectation based on the project's current trajectory. OPERATING PROFILE MAINTENANCE: The 'BB' rating assumes that DRV's current operating profile, characterized by high occupancy and solid operating metrics, remains stable over the next few years and that project performance will be in line with projections. A deviation from this performance could pressure the rating. CREDIT PROFILE DRV is a Type-C continuing care retirement community (CCRC) situated on 13.2 acres in Sioux Falls, SD. It consists of 114 ILUs, 31 IL/AL 'flex' apartments, 35 ALUs, 14 memory care units, and a 50-bed SNF. DRV offers both an entrance fee model and rental-only options. More than 90% of ILU residents pay an entrance fee. Entrance fee residents also pay a monthly service fee. ILU entrance fees are up to 70% refundable, declining 5% per year, with refunds payable upon re-occupancy of the unit and receipt of a new entrance fee. Fitch believes DRV's entrance and monthly service fees are competitive for the market. LARGE CAPITAL PLAN Proceeds from the series 2017 bonds are being used to fund the second phase of DRV's two-phased capital plan. The first phase was funded with the series 2016 bond issuance, which refinanced all of DRV's outstanding debt, generating cash flow savings of approximately $675,000 per year. The phase II capital project includes the construction of a two-story building that will house 30 memory care units and 30 new high-acuity ALUs on DRV's existing campus. The new ALU building is being constructed on the former site of nine ILU garden cottages, which have been demolished. The phase II project also includes expansions and renovations to DRV's 'Village Center' and other common areas. Once constructed, the new building will add 30 new ALUs and 16 new memory care units to DRV's existing complement of unit offerings, for a total of 65 ALUs and 30 memory care units across the campus. Total project cost, including the demolition of the cottages, is estimated at $35.6 million, and management reports the project is currently on budget. Net of the series 2017 debt, the balance of the cost is being funded with a combination of fundraising and a $6 million equity contribution from DRV. A Guaranteed Maximum Price (GMP) contract is in place for the project. Capitalized interest is funded in the amount of 60% of interest due during the 30 months the construction and fill-up phases of the project. Construction on the phase II expansion and renovations are ongoing. Based on construction progress to date, management anticipates the new units will open in late October or early November of 2018, which is consistent with the original project timeline, which anticipated the new units would open in early calendar year 2019. Original financial projections assumed the new ALUs and memory care units would reach stabilized occupancy in March 2020. Following stabilization, the additional units are expected to be modestly accretive to DRV's cash flow, factoring in the additional costs associated with staffing and maintaining high-acuity and memory care ALUs. The addition of the combined 46 units is projected to add approximately $900,000 to EBITDA in fiscal 2022. COMPETITIVE MARKET DRV operates in a very competitive environment for retirement facilities in Sioux Falls. There are nine comparable retirement facilities in its primary market area, including a large new community that opened last year, and ongoing expansion and renovation of existing competitors. DRV's favorable reputation, strong historic utilization and position as one of only three area facilities to offer a SNF all help to maintain its competitive position within the market. However, Fitch has concerns about DRV's location in the industrial, north side of Sioux Falls, and its mature physical plant appearance as a potential hindrance to marketing efforts over a long-term time horizon. DRV's average age of plant was 14.5 years in fiscal 2017, which compares unfavorably to Fitch's below-investment grade category median of 12 years. SOLID OPERATIONAL PERFORMANCE Historically solid operations have been supported by high occupancy across all three levels of care, with aggregate average occupancy of over 95% across the community for the past three fiscal years. An average of approximately 96% of ILUs, 92% of ALUs, 99% of memory care units, and 99% of SNF beds were occupied in fiscal 2017. Utilization metrics as of the third quarter of fiscal 2018 are consistent with those from the previous fiscal year; however, management does note some slippage in ALU occupancy to about 87% as of Jan. 31, 2018. Management attributes this moderate decline to higher than average attrition and expects these occupancy levels to stabilize as current residents move through the continuum of care. DRV maintains a solid waitlist totaling 73 for units across the continuum, indicating strong demand. DRV experienced some operating pressures in fiscal 2017 due to increased expenses related to employee health benefits and decreased resident service revenues, as the nine cottages vacated more quickly than anticipated. The uptick in interest expense, due to the new debt issuance, and moderate dip in ALU occupancy caused operating ratio to further deteriorate to 100.2% from 93.5% in fiscal 2017; however, NOMA recovered to 23.4% for the nine month interim, improving from 14.4% in fiscal 2017. Liquidity deteriorated modestly to 394 DCOH and 27.9% cash-to-debt as of the third quarter ended Jan. 31, 2018 compared to 489 DCOH and 30.9% (pro forma) as of fiscal 2017. Liquidity declines in the current year primarily reflect DRV's $6 million equity contribution to the campus expansion project. Management reports that results for both fiscal 2017 and the third quarter fiscal 2018 are in line with budgeted expectations. MADS coverage was a slim 0.9x in fiscal 2017, but recovered to 1.5x for the third quarter ended Jan. 31, 2018. Revenue-only MADS coverage was 0.8x in fiscal 2017 and 1.1x for the third quarter 2018, respectively, both favorable to Fitch's below-investment grade median of 0.7x. DRV's actual debt service coverage ratio was 1.9x as of Jan. 31, 2018. DRV is tested on actual debt service, which is lower than MADS during the construction period due to capitalized interest. Management reports that they are meeting, if not exceeding, all financial covenants related to the series 2016 and 2017 bond issuances. LONG-TERM LIABILITY PROFILE The series 2016 and 2017 bonds represent all of DRV's currently outstanding debt. DRV has neither variable rate debt, nor swap exposure. The series 2017 borrowing resulted in a very high debt burden and considerably weakened long-term liability profile, reflected in ratios of 24.0% MADS to revenues (as of fiscal 2017) and debt-to-net available of 9.9x for the third quarter ended Jan. 31, 2018. COVENANTS AND DISCLOSURE DRV covenants to maintain 1.15x debt service coverage and 180 DCOH, with a requirement to retain a consultant should ratios fall below these levels. It is also subject to an additional bonds test. EAGLE REBAR: Taps Coastal Realty Group as Real Estate Broker ------------------------------------------------------------ Eagle Rebar and Cable Co., Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire a real estate broker. The Debtor proposes to employ Coastal Realty Group in connection with the sale of its real property located at 14451 Highway 49, Gulfport, Mississippi. The firm will get a commission of 8% of the gross sale price of the property. The listing price is $1.8 million. Coastal Realty Group does not hold any interests adverse to the Debtor or any of its creditors, according to court filings. The firm can be reached through: Brenda Chapuis Coastal Realty Group 2555 Marshall Road, Suite C&D Biloxi, MS 39531 Phone: (228) 243-5774 / (228) 297-0600 Email: info.coastalrealty@gmail.com About Eagle Rebar and Cable Eagle Rebar and Cable Co., Inc., is a privately held steel erecting company in Gulfport, Mississippi. Eagle Rebar and Cable Co. filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 18-50328) on Feb. 23, 2018, estimating $1 million to $10 million in assets and liabilities. Billy R. Moore, director/vice president, signed the petition. The case is assigned to Judge Katharine M. Samson. Craig M. Geno, Esq. at Craig M. Geno, PPLC, is the Debtor's counsel. EAGLE SUPER: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ---------------------------------------------------------------- Wilmington, Del.-based Eagle Super Global Holding B.V. (d/b/a The LYCRA Co.), a global apparel technology company that develops, produces, brands, and markets innovative fibers and fabrics, is upsizing its proposed term loan in connection with its carve-out from INVITSA Equities LLC. S&P Global Ratings is thus revising its stand-alone credit assessment on U.S. chemical producer Eagle Super Global Holding B.V. (d/b/a The LYCRA Co.) to 'b+' from 'bb-'. At the same time, S&P affirmed its 'B' corporate credit rating, as its rating takes into account its view of the credit quality of the majority owner Shandong Ruyi Technology Group. The outlook remains stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on LYCRA's proposed U.S. dollar- and euro-denominated term loans. We revised our recovery rating on this debt to '4' from '3', indicating expectations for average (30%-50%; rounded estimate: 45%) recovery in the event of payment default. "The revision of our stand-alone credit profile for LYCRA stems from the company's proposed upsized amount on its term loan of about an additional $190 million. The term loans now total about $1 billion compared to our previous expectation of about $800 million. Our expectations for credit metrics have deteriorated as a result and we believe that the company will have weighted average funds from operations (FFO) to debt of less than 20% on a stand-alone basis pro forma for the transaction. Prior to the upsize, we expected FFO to debt of around 25%. "The stable outlook on The LYCRA Co. reflects our expectation that the company will continue to grow volumes as a result of industry trends that require spandex, such as athleisure-wear and stretch jeans. We also expect that producers will continue to pay a premium for branded LYCRA and that the company will continue to receive margins higher than peers as a result. We expect that the company will be able to effectively manage swings in raw materials prices, such as PTMEG, and that consumer consumption continues to remain positive. Our base case assumes U.S. GDP growth of about 2.9% in 2018 and consumer consumption of about 2.7% over the same period. Similarly, we expect 2.4% GDP growth in Europe and 5.6% in Asia Pacific over the same period. Over the next 12 months, we expect credit metrics will remain appropriate for the rating. More specifically, we expect debt to EBITDA will remain in the 3x-3.5x range and that FFO to debt will remain between 15%-20% on a weighted average pro forma basis. We have not factored in any significant debt-funded acquisitions or shareholder rewards in our base case. We base all ratings on preliminary terms and conditions and our base case assumes that the transaction and funding closes as planned. We also assume that the company receives all regulatory approvals. "We could lower ratings on the company over the next 12 months if we expected pro forma FFO to debt to be below 12% on a sustained basis. This could occur if organic revenue growth stalled or turned negative. Also potentially contributing to a downside scenario would be an economic downturn in any of the company's key end markets, especially the apparel segment. Given the product concentration, a downside scenario could also transpire if there were material changes in industry trend toward using spandex. "Additionally, we could lower ratings if we no longer expect that management would be committed to maintain current leverage levels or if we expect that the owners would take any dividends. Along these lines, we could also lower ratings if there was deterioration at the company's majority owner, Shandong Ruyi Technolony Group. We could also lower ratings if we expected the company would no longer maintain liquidity, such that we believed sources of funds would not exceed uses of funds by more than 1.2x or if we thought the company would have pressure on its covenant. We do not factor any material impact of tariffs from China into our base-case scenario. "To consider an upgrade, we would have to assess the credit quality of the majority owner, Shandong Ruyi Technology Group, at a level that does not constrain ratings on The LYCRA Co. We could raise ratings on the company if there was a positive rating action on the owner. We would also have to believe that The LYCRA Co.'s stand-alone credit quality does not deteriorate from today's assessment." EMPRESAS BENITEZ: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Empresas Benitez Toledo Inc. PO Box 767 Camuy, PR 00627 Business Description: Empresas Benitez Toledo Inc. is the fee simple owner of a dairy farm located in Isabela, Puerto Rico having an appraised value of $1.88 million. The company previously sought bankruptcy protection on Jan. 14, 2013 (Bankr. D. P.R. Case No. 13- 00186). Chapter 11 Petition Date: April 19, 2018 Case No.: 18-02094 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Homel Mercado Justiniano, Esq. 8 Calle Ramirez Silva Ensanche Martinez Mayaguez, PR 00680 Tel: (787) 831-2577 Fax: (787) 805-7350 Email: hmjlaw2@gmail.com Total Assets: $6.94 million Total Liabilities: $8.26 million The petition was signed by Carlos R. Benitez Lopez, 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/prb18-02094.pdf ENERGY FUTURE: Dist. Court Affirms Order Against Delaware Trust --------------------------------------------------------------- The case captioned DELAWARE TRUST COMPANY, as TCEH First Lien Indenture Trustee, Appellant, v. WILMINGTON TRUST, N.A., as First Lien Collateral Agent and First Lien Administrative Agent, et al., Appellees, and, MORGAN STANLEY CAPITAL GROUP INC., J. ARON & COMPANY, and TITAN INVESTMENT HOLDINGS LP, Appellees, Civil Action Nos. 16-189-RGA, 17-540-RGA (D. Del.) is an appeal from the Bankruptcy Court's April 27, 2017 Order denying Appellant's Motion to Partially Vacate the Allocation Order pursuant to Federal Rule of Bankruptcy Procedure 9024 and Federal Rule of Civil Procedure 60(b). Upon due deliberation, District Judge Richard G. Andrews affirms the order. The appeal concerns how certain of Debtors Energy Future Holdings Corp. and affiliates' assets should be allocated among a group of secured creditors called the First Lien Creditors. Pre-bankruptcy, the First Lien Creditors collectively lent over $25 billion to the Debtors. After bankruptcy, the Debtors were unable to repay the First Lien Creditors in full. As a result, the First Lien Creditors received distributions worth only about 41% of the allowed amount of their secured claims. Appellant, acting as Indenture Trustee for one group of secured creditors, disagrees with Appellees, a group that includes other secured creditors, as to how these distributions should have been made. There are two disputes here. First, the parties dispute whether the distributions must be allocated to the First Lien Creditors using the Section 4.1 Waterfall. Second, if the Section 4.1 Waterfall applies, the parties dispute whether post-petition interest should accrue on the First Lien Claims "for purposes of allocating payments between and among" the First Lien Creditors, or whether payments "should be allocated on a pro rata basis based on the amounts owed as of' the petition date. The parties estimate that $90 million hinges on the answers to these questions. The Bankruptcy Court determined that there are four conditions precedent to the application of the Section 4.1 Waterfall: (i) Collateral or any proceeds of Collateral are to be distributed to the First Lien Creditors; (ii) the Collateral must be received by the Collateral Agent; (iii) the Collateral or the proceeds of Collateral must have resulted from a sale or other disposition of, or collection on, such Collateral; and (iv) the sale, disposition, or collection must have resulted from the exercise of remedies under the Security Documents. The Bankruptcy Court further determined that if any of these conditions precedent are not met, then the distributions to the First Lien Creditors, pursuant to the New Plan, "would be distributed outside of the Intercreditor Agreement (i.e.[,] pursuant to the terms of the Bankruptcy Code, orders of this Court, and the Plan)." The Bankruptcy Court found the Section 4.1 Waterfall inapplicable to the case at hand because none of the four conditions precedent were met. Appellant argues that the preamble should not be given effect and that the second, third, and fourth conditions precedent need not be examined. Specifically, Appellant asserts that Section 4.1 is the only contractual provision that provides how creditors share Collateral and proceeds, and no part of the contracts contemplates any other method of distributing Collateral and proceeds. As a result, argues Appellant, the preamble should be disregarded, and the Section 4.1 Waterfall should serve as the sole method of distributing Collateral and proceeds. The Bankruptcy Court correctly gave effect to the preamble language. "Contracts are . . . to be interpreted . . . to give meaning to all [their] terms."Section 4.1 of the Intercreditor Agreement provides that "Collateral or any proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies under the Security Documents by the Collateral Agent shall be applied in the following order. . . ." If the parties intended the Section 4.1 Waterfall to serve as the only method of distributing Collateral and proceeds, they would not have inserted this detailed language, which specifies that only "Collateral or proceeds thereof' meeting certain conditions "shall be applied" using the Waterfall. Rather, the parties would have used broader language in the preamble such that the Section 4.1 Waterfall would indisputably serve as the method of distributing Collateral and proceeds in every instance. Because the parties used this preamble language, the Court must give it meaning. Accordingly, the Court interprets the preamble language as providing conditions precedent to the application of the Section 4.1 Waterfall. This conclusion comports with Appellees' argument that the Collateral Agent has a "very precise role," triggered only by "an agreement default" and "direction from the requisite number of creditors." Appellant has also not shown that cash generated following the commencement of bankruptcy or cash received from Reorganized TCEH is Collateral or proceeds. Appellant does not argue that the Cash Distribution includes cash held as of the date of the Cash Collateral Order. Appellant has therefore not shown that any part of the Cash Distribution is Collateral or its proceeds. Likewise, Adequate Protection Payments are not Collateral or proceeds. Appellant's argument that the Payments are indeed Collateral or proceeds hinges on the failed argument Appellant makes for the Cash Distribution: "all cash is Collateral." Furthermore, as the Bankruptcy Court noted, adequate protection is designed "to protect secured creditors against diminution in value of their collateral." It, therefore, makes sense that Adequate Protection Payments would not themselves be Collateral. Because none of the Stock Distribution, Cash Distribution, TRA Rights, or Adequate Protection Payments constitute Collateral or proceeds, the first condition precedent to the application of the Section 4.1 Waterfall is not satisfied. This alone renders the Section 4.1 Waterfall inapplicable. A full-text copy of the Court's Memorandum Opinion dated March 29, 2018 is available at https://is.gd/wYqwd0 from Leagle.com. Delaware Trust Company, as First Lien Indenture Trustee, Appellant, represented by Neil Glassman -- nglassman@bayardlaw.com -- Bayard, P.A., Benjamin J. Sauter -- benjamin.sauter@kobrekim.com -- Kobre & Kim, pro hac vice, GianClaudio Finizio -- gfinizio@bayardlaw.com -- Bayard, P.A. & Jeremy C. Hollembeak -- jeremy.hollembeak@kobrekim.com. -- Milbank, Tweed, Hadley & McCloy LLP, pro hac vice. Morgan Stanley Capital Group, Inc., Appellee, represented by Ashley R. Altschuler -- ashley.altschuler@dlapiper.com -- DLA Piper LLP & Robert Craig Martin -- craig.martin@dlapiper.com -- DLA Piper LLP. Wilmington Trust, N.A., solely in its capacity as First Lien Administrative Agent, Appellee, represented by Joseph H. Huston, Jr. -- jhh@stevenslee.com -- Stevens & Lee, Daniel S. Shamah -- dshamah@omm.com -- O'Melveny & Myers LLP, pro hac vice, George A. Davis, Sturbridge General Practice Law Firm, pro hac vice & Peter Friedman, pro hac vice. Wilmington Trust, N.A., solely in its capacity as First Lien Collateral Agent, Appellee, represented by Michael D. DeBaecke -- debaecke@blankrome.com -- Blank Rome LLP, Mark D. Kotwick -- kotwick@sewkis.com -- Seward & Kissel LLP, pro hac vice & Thomas Ross Hooper -- hooper@sewkis.com -- Seward & Kissel LLP, pro hac vice. J. Aron & Company, J. Aron & Company, Intervenor, represented by Simon E. Fraser -- sfraser@cozen.com -- Cozen & O'Connor. Titan Investment Holdings LP, Intervenor, represented by Bradley Ross Aronstam -- baronstam@ramllp.com -- Ross Aronstam & Moritz LLP, Benjamin J. Schladweiler, Ross Aronstam & Moritz LLP & Jessica Liou -- jessica.liou@weil.com -- Weil, Gotshal & Manges LLP, pro hac vice. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors had $42 billion of funded indebtedness as of the bankruptcy filing. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. On May 13, 2014, the U.S. Trustee appointed the Official Committee of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH Committee is composed of (a) the Pension Benefit Guaranty Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g) Wilmington Savings, as Indenture Trustee under the TCEH Second Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc., as financial advisor; and Charles River Associates as an energy consultant. On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee of Unsecured Creditors representing the interests of the unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH Committee is composed of (a) American Stock Transfer & Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH Committee retained Montgomery, McCracken, Walker & Rhodes, LLP, as co-counsel and conflicts counsel; AlixPartners, LLP, as restructuring advisor; Sullivan & Cromwell LLC as counsel; Guggenheim Securities as investment banker; and Kurtzman Carson Consultants LLC as noticing agent for both the TCEH Committee and the EFH/EFIH Committee. Given the size and complexity of the Chapter 11 Cases, the U.S. Trustee proposed, and the Debtors and the TCEH Committee agreed, to recommend that the Bankruptcy Court appoint a committee to, among other things, review and report as appropriate on fee applications and statements submitted by the professionals paid for by the Debtors' Estates. The Fee Committee is comprised of four members: (a) one member appointed by and representative of the Debtors (Cecily Gooch, Vice President and Special Counsel for Restructuring, Energy Future Holdings); (b) one member appointed by and representative of the TCEH Creditors' Committee (Peter Kravitz, Principal and General Counsel, Province Capital); (c) one member appointed by and representative of the U.S. Trustee (Richard L. Schepacarter, Trial Attorney, Office of the United States Trustee); and (d) one independent member (Richard Gitlin, of Gitlin and Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as counsel; and Phillips, Goldman & Spence, P.A., as co-counsel. * * * On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Aug. 20, 2017, Sempra Energy (NYSE:SRE) announced an agreement to acquire Energy Future Holdings, the indirect owner of 80 percent of Oncor Electric Delivery Company, LLC, operator of the largest electric transmission and distribution system in Texas. Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its ownership in Oncor, while taking a major step forward in resolving Energy Future's long-running bankruptcy case. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor's debt. On Nov. 3, 2017, the Bankruptcy Court entered an order closing the Chapter 11 cases of 40 affiliate debtors. The claims asserted against, and interests asserted in, the Closing Cases are transferred to the lead case of Texas Competitive Electric Holdings Company LLC, Case No. 14-10978. A list of the Closing Cases is available for free at: http://bankrupt.com/misc/EnergyFuture_decreeclosing40.pdf ENERGY FUTURE: Dist. Ct. Affirms Order Disallowing W. English Claim ------------------------------------------------------------------- Pro se Appellant Wayne English in the case captioned WAYNE ENGLISH, Appellant, v. ENERGY FUTURE HOLDINGS CORP., et al., Appellees, Civil Action No. 16-1331-RGA (Jointly Administered) (D. Del.) appeals from a Dec. 13, 2016 Order entered by the U.S. Bankruptcy Court for the District of Delaware, disallowing Appellant's proof of claim. District Judge Richard G. Andrews affirms the Bankruptcy Court's order. Appellant raises two principal issues on appeal: (1) whether the Bankruptcy Court erred in sustaining Debtors' objection to Appellant's proof of claim, and (2) whether Debtors' Omnibus Objection to Appellant's proof of claim complied with Federal Rule of Bankruptcy Procedure 3007. Appellant's primary argument on appeal seems to be that his claim is valid because he held the bonds when Debtors filed for relief under Chapter 11, and by selling the bonds at seventy-five cents on the dollar, he properly mitigated his damages pursuant to Texas law. As support, Appellant cites various cases involving securities law violations and the doctrine of mitigation of damages. The Court finds that the first part of Appellant's argument, related to Appellant's holding the bonds at the time Debtors filed for Chapter 11 relief, is misplaced. Once Appellant sold his TXU bonds, he no longer had a right to payment. In other words, by the time Appellant filed his proof of claim in the Bankruptcy Court, he no longer had an enforceable obligation against Debtors. It does not matter that Appellant held the bonds at the time Debtors filed petitions for relief under Chapter 11. Further, while "the causes of action belonging to a prior holder do not pass with the transfer of [a] security," Appellant has not shown he has a cause of action against Debtors. All the cases to which Appellant cites for the proposition that "claims for violations of securities laws do not automatically travel with the security upon its sale" are inapposite. Appellant's mitigation of damages argument fares no better. Because Appellant is not entitled to damages, the doctrine of mitigation of damages does not apply. Thus, Appellant failed to meet his burden to show he has a valid claim. At the time Appellant filed his proof of claim, he no longer held the bonds and thus had no right to payment. Accordingly, the Bankruptcy Court did not err in sustaining Debtors' objection to Appellant's proof of claim. A full-text copy of the Court's March 27, 2018 Memorandum is available at https://is.gd/pJoXrw from Leagle.com. Wayne English, Appellant, pro se. Energy Future Holdings Corp., et al., Appellee, represented by Mark David Collins -- collins@rlf.com -- Richards, Layton & Finger, PA, Daniel J. DeFranceschi -- defranceschi@rlf.com -- Richards, Layton & Finger, PA & Jason Michael Madron -- madron@rlf.com -- Richards, Layton & Finger, PA. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors had $42 billion of funded indebtedness as of the bankruptcy filing. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. On May 13, 2014, the U.S. Trustee appointed the Official Committee of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH Committee is composed of (a) the Pension Benefit Guaranty Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g) Wilmington Savings, as Indenture Trustee under the TCEH Second Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc., as financial advisor; and Charles River Associates as an energy consultant. On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee of Unsecured Creditors representing the interests of the unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH Committee is composed of (a) American Stock Transfer & Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH Committee retained Montgomery, McCracken, Walker & Rhodes, LLP, as co-counsel and conflicts counsel; AlixPartners, LLP, as restructuring advisor; Sullivan & Cromwell LLC as counsel; Guggenheim Securities as investment banker; and Kurtzman Carson Consultants LLC as noticing agent for both the TCEH Committee and the EFH/EFIH Committee. Given the size and complexity of the Chapter 11 Cases, the U.S. Trustee proposed, and the Debtors and the TCEH Committee agreed, to recommend that the Bankruptcy Court appoint a committee to, among other things, review and report as appropriate on fee applications and statements submitted by the professionals paid for by the Debtors' Estates. The Fee Committee is comprised of four members: (a) one member appointed by and representative of the Debtors (Cecily Gooch, Vice President and Special Counsel for Restructuring, Energy Future Holdings); (b) one member appointed by and representative of the TCEH Creditors' Committee (Peter Kravitz, Principal and General Counsel, Province Capital); (c) one member appointed by and representative of the U.S. Trustee (Richard L. Schepacarter, Trial Attorney, Office of the United States Trustee); and (d) one independent member (Richard Gitlin, of Gitlin and Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as counsel; and Phillips, Goldman & Spence, P.A., as co-counsel. * * * On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Aug. 20, 2017, Sempra Energy (NYSE:SRE) announced an agreement to acquire Energy Future Holdings, the indirect owner of 80 percent of Oncor Electric Delivery Company, LLC, operator of the largest electric transmission and distribution system in Texas. Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its ownership in Oncor, while taking a major step forward in resolving Energy Future's long-running bankruptcy case. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor's debt. On Nov. 3, 2017, the Bankruptcy Court entered an order closing the Chapter 11 cases of 40 affiliate debtors. The claims asserted against, and interests asserted in, the Closing Cases are transferred to the lead case of Texas Competitive Electric Holdings Company LLC, Case No. 14-10978. A list of the Closing Cases is available for free at: http://bankrupt.com/misc/EnergyFuture_decreeclosing40.pdf ENERGY TRANSFER: Fitch Assigns 'BB' Preferred Equity Rating ----------------------------------------------------------- Fitch Ratings has assigned a 'BB' preferred equity rating to Energy Transfer Partners, L.P.'s (ETP) proposed offering of Series C perpetual preferred units. ETP's ratings reflect the size and scale of ETP's operations which offer both business line diversity and geographic diversity, with operations spanning most major domestic production basins. The ratings consider that ETP's adjusted leverage (debt/adjusted EBITDA) is currently high, with expectations that this leverage improves as projects are completed and capital spending moderates. Additional concerns include construction and regulatory risks, volumetric risks, structural subordination to subsidiary debt, and uncertainties resulting from potential future structural changes. KEY RATING DRIVERS Large Diversified Asset Base: ETP's geographic and business line diversity provides a solid operating asset base and a decent platform for growth within most of the major U.S. production regions. It owns and operates roughly 62,500 miles of natural gas, crude and natural gas liquids (NGL) pipelines, 65 processing plants, treating plants and fractionators, significant compression, and large scale, underground liquid and natural gas storage. While commodity price exposure and counterparty risks are relatively limited, some businesses are subject to both counterparty and volumetric risks, namely the midstream business. The midstream segment is focused on gathering, compression, treating, blending, and processing. It is geographically located in the Austin Chalk trend and Eagle Ford Shale in South and Southeast Texas, the Permian Basin in West Texas and New Mexico, the Barnett Shale and Woodford Shale in North Texas, the Bossier Sands in East Texas, the Marcellus Shale in West Virginia and Pennsylvania, and the Haynesville Shale in East Texas and Louisiana. With low commodity prices, production could be challenged in several of these regions, but geographic diversity should help. The potential effect on pipeline system utilization and related re-contracting risk resulting from changing natural gas supply dynamics is a longer term concern. Supportive Sponsor: Fitch expects Energy Transfer Equity (ETE; BB/Stable) to continue to be a supportive sponsor of its major operating partnership. ETE has committed to providing the partnership with incentive distribution right waivers previously given to ETP totalling over $930 million through 2019, which will help support liquidity needs at the partnership. Even with the significant amount of waivers provided by ETE, ETP still has incentive distribution payments, which increase significantly in 2018 as some of the previously provided waivers roll off. These incentive distribution payments increase the equity cost of capital, which already high, and can be prohibitive to growth spending and ETP's ability to access equity markets as a capital source. While these payments are not expected to be overly burdensome for the combined ETP near term, Fitch believes they could provide a catalyst for further interfamily transactions. High Leverage: Fitch expects leverage on a consolidated basis improving modestly to between 4.2x and 4.7x annually through 2019 as projects are completed and come online. Capital spending is expected to remain high over the next two years as ETP works through several large scale projects including Rover Pipeline; Mariner East 2; Revolution Pipeline system; and LoneStar Frac V which are all expected to be in service by 2019. The recently closed sale of its compression business to affiliate USA Compression provided over $1.2 billion to the partnership. Relatively Stable Cash Flows: Fitch expects the ETP to maintain a high level of fee-based or hedged cash flow in excess of 75%. As ETP has grown its asset base, the percentage of gross margin supported by fee-based contracts has increased, with the partnership moving towards being largely fee-based or hedged, due in part to new projects coming online with heavy fee-based components. Counterparty exposure is significantly weighted toward investment-grade names. DERIVATION SUMMARY ETP's ratings reflect the size and scale of ETP's operations which offer both business line diversity and geographic diversity, with operations spanning most major domestic production basins. ETP's size and scale ore consistent with Fitch's expectations for investment grade midstream issuers. The ratings consider that ETP's adjusted leverage (debt/adjusted EBITDA) is currently high, relative to 'BBB-' rated midstream entities, which Fitch typically likes to see with leverage (debt/EBITDA) between 4.0x and 5.0x depending on their asset base, size, scale and cash flow profile. ETP is one of the largest, diversified master limited partnerships (MLPs) in Fitch's coverage universe. Its assets span most of the major U.S. oil and gas production regions, similar to the higher rated, MLP Enterprise Products Partners, L.P. (EPD; Fitch rates EPD's operating subsidiary Enterprise Products Operating Company LLC BBB+/Stable). ETP's leverage metrics are currently high with yearend 2017 leverage of 5.3x based on Fitch calculations. These levels are in line with similarly rated large scale midstream peers like Kinder Morgan, Inc. (KMI; BBB-/Stable, 2017 yearend leverage 5.2x), but higher than Williams Partners, L.P. (WPZ; BBB-/Positive, 2017 yearend leverage 4.2x). Fitch expects ETP to continue to delever in 2018 and 2019 as its robust growth spending backlog is completed and the earnings and cash flows from those projects come online. Fitch typically looks for leverage below 5.0x on a sustained basis for large, diversified midstream issuers in the 'BBB-' range and believes ETP will achieve those metrics in 2018 and beyond. ETP's revenue profile is supported by long-term contracts with a heavy fixed fee component, consistent with its investment grade rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Growth spending consistent with management guidance. Growth spending high through 2018 but declining in 2019 and 2020. Proceeds from debt and equity issuances used to fund spending in a balanced manner. Maintenance capital spending between $400 and $500 million annually for the forecast period. -- Modest growth in distributions over the 2018-2020 timeframe. -- Commodity prices consistent with Fitch's base case price deck: WTI oil price stable at $55/barrel; Henry Hub gas price that trends up from $2.75/mcf in 2018 to a long-term price of $3.00/mcf; RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A material improvement in credit metrics with the combined partnership's adjusted leverage below 4.0x on a consolidated basis for a sustained period of time along with distribution coverage above 1.0x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Weakening credit metrics with adjusted consolidated leverage (debt/adjusted EBITDA) above 5.0x on a sustained basis for 2018 and beyond would likely lead to a downgrade to 'BB+'. Fitch expects adjusted consolidated leverage for 2017 to be above 5.0x, driven in part by high growth capital spending and timing lags associated with delays on construction and project completions, but improve to below 5.0x in 2018 and beyond as projects are completed. Further material delays or cost overruns on projects could lead to a negative ratings action; -- Distribution coverage below 1.0x on a sustained basis. Fitch expects 2018 distribution coverage to be well above 1.0x, however, sustained distribution coverage below 1.0x would lead to a negative ratings action; -- Increasing commodity exposure above 30% could lead to a negative rating action if leverage were not appropriately decreased to account for increased earnings and cash flow volatility. LIQUIDITY Liquidity Adequate: ETP has sufficient liquidity in the near term with revolver availability being freed up following the sale of its compression business and the sale of Sunoco LP common units back to Sunoco, LP, which was completed in February 2018. On Dec. 1, 2017, ETP entered into a five-year, $4.0 billion unsecured revolving credit facility, which matures Dec. 1, 2022 and a $1.0 billion 364-day revolving credit facility that matures on Nov. 30, 2018. Availability under its facilities at yearend was roughly $2.5 billion. The $4.0 billion facility contains an accordion feature, under which the total aggregate commitments may be increased up to $6.0 billion under certain conditions. ETP's credit facilities contain various covenants including limitations on the creation of indebtedness and liens, and related to the operation and conduct business. The credit facilities also limit ETP on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreements, of 5.0x, which can generally be increased to 5.5x during a specified acquisition period. ETP's leverage ratio was 3.96x at Dec. 31, 2017, as calculated in accordance with the credit agreements and Fitch expects continued covenant compliance in the near to intermediate term. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Energy Transfer Partners, L.P. -- Series C perpetual preferred offering 'BB'. ENERGY TRANSFER: S&P Rates $450MM Series C Preferred Units 'BB' --------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' issue-level rating to Energy Transfer Partners L.P.'s (ETP) $450 million, 7.375% series C fixed-to-floating rate cumulative redeemable perpetual preferred units. S&P has assigned intermediate equity credit (50%) to the issuance because it believes that it meets its requirements for permanence, subordination, and deferability. The partnership intends to use the net proceeds to repay amounts outstanding under its revolving credit facility and for general partnership purposes. Dallas-based ETP is one of the largest master limited partnerships in the U.S. Its primary operating activities consist of natural gas transportation and storage and liquids operations, including natural gas liquids logistics and fractionation and crude oil transportation. The corporate credit rating on the company is 'BBB-' and the outlook is stable. Ratings List Energy Transfer Partners L.P. Corporate Credit Rating BBB-/Stable/-- New Rating Energy Transfer Partners L.P. $450 mil, 7.375% ser C preferred units BB ERI AMERICA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: ERI America, Inc. 353 Enterprise Parkway Lake Zurich, IL 60047 Business Description: ERI America, Inc. -- www.eri-america.com -- offers a broad range of tooling and toolholding solutions from standards to specials. ERI America's product line includes: end mill holders, collet chucks, collets, tapping holders, shrink fit holders, milling chucks, boring tools, turning tools, lathe tools, angle heads, spindle speed increasers, shell mill holders, drill chucks, retention studs and blank bars. The company features CT, BT, ISO, BBT, BCV Big Plus, HSK, KM, KMXMZ & Capto Tapers in a variety of sizes, combinations and configurations. ERI America is headquartered in Lake Zurich, Illinois. Chapter 11 Petition Date: April 20, 2018 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Case No.: 18-11597 Judge: Hon. Donald R Cassling Debtor's Counsel: Joseph E Cohen, Esq. COHEN & KROL 105 West Madison Suite 1100 Chicago, IL 60602 Tel: 312 368-0300 E-mail: jcohen@cohenandkrol.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Frank J. Fullone, 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/ilnb18-11597.pdf ETERON INC: Taps Clayson, Maxwell Dunn as Legal Counsel ------------------------------------------------------- Eteron, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Clayson, Schneider & Miller, PC and Maxwell Dunn, PLC as its legal counsel. Both firms will provide legal services in connection with the Debtor's Chapter 11 case. Clayson will primarily be responsible for the preparation of first day motions, employment and fee applications, and pleadings related to sale or valuation. The firm will also manage the receipt, review and filing of monthly operating reports and other documents that the Debtor is required to submit. Meanwhile, Maxwell will help the Debtor prepare for duties while in bankruptcy; prepare its schedules and statements; and attend the initial interview, initial status conference and meeting of creditors. Clayson will charge these hourly rates: Kimberly Ross Clayson Attorney $300 Peter Schneider Attorney $270 David Miller Attorney $220 Maxwell's hourly rates are: Ethan Dunn Attorney $300 Tierney Eaton Attorney $250 Joshua Castmore Attorney $250 Anthony Smith Paralegal $110 Amie Lovins Paralegal $95 Hend Alhakam Legal Assistant $75 On April 6, Maxwell received a retainer in the sum of $18,283 from the Debtor, of which $10,000 was shared with Clayson. Kimberly Ross Clayson, Esq., a member of Clayson, and Ethan Dunn, Esq., a member of Maxwell, are the principal attorneys who will be handling the case. Both attested in court filings that they are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Clayson can be reached through: Kimberly -Ross Clayson, Esq. Clayson, Schneider & Miller, PC 645 Griswold, Suite 3900 Detroit, MI 48226 Phone: 313-237-0850 x 3 Email: kim@claysonschneidermiller.com Maxwell can be reached through: Ethan D. Dunn, Esq. Maxwell Dunn, PLC 24725 W. 12 Mile Rd., Suite 306 Southfield, MI 48034 Tel: (248) 246-1166 Email: bankruptcy@maxwelldunnlaw.com About Eteron Inc. Eteron, Inc., is a privately-held company in Farmington, Michigan engaged in paint, coating, and adhesive manufacturing. It is affiliated with Sakura, LLC, which sought bankruptcy protection (Bankr. E.D. Mich. Case No. 18-45163) on April 9, 2018. Eteron sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-45161) on April 9, 2018. In the petition signed by John C. Kim, II, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Phillip J. Shefferly presides over the case. EV ENERGY: Disclosure Statement Hearing Set for May 15 ------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware will hold a hearing on May 15, 2018, at 10:00 a.m. (prevailing Eastern Time) to consider the adequacy of the disclosure statement dated April 2, 2018, filed by EV Energy Partners LP and its debtor-affiliates explaining their proposed joint prepackaged Chapter 11 plan of reorganization. Objection, if any, to the Debtors' Chapter 11 plan or their disclosure statement, must be filed o later than 5:00 p.m. (prevailing Eastern Time) on May 8, 2018. The Debtors have outstanding funded debt obligations in the aggregate principal amount of approximately $612,348,000, consisting of the following: -- approximately $269,000,000 under the RBL Facility, and -- approximately $343,348,000 of principal owed on account of the Senior Notes. The Plan provides that holders of Allowed General Unsecured Claims are Unimpaired and will be paid in the ordinary course of business. General unsecured claims are estimated to total $600,000. Holders of Allowed Senior Notes Claims will receive their Pro Rata share of 95 percent of the New Common Stock (subject to dilution by the MIP Shares and New Common Stock issued pursuant to the New Warrants. Senior Notes Claims are estimated to total $343,348,000 and holders of Senior Notes Claims are expected to recoup 57.8%. Holders of Allowed RBL Facility Claims that vote to accept the Plan will receive (i) new revolving loans under the Amended RBL Credit Facility in an amount equal to the principal amount of the Allowed RBL Facility Claim held by such holder as of the Effective Date, (ii) Cash in an amount equal to the accrued and unpaid interest and letter of credit fees payable to such holder under the RBL Credit Agreement as of the Effective Date, and (iii) unfunded commitments and letter of credit participation under the Amended RBL Credit Facility equal to the unfunded commitments and letter of credit participation of such holder as of the Effective Date. Holders of Allowed RBL Facility Claims that (x) vote to reject the Plan or (y) fail to properly submit a ballot will receive (i) new term loans under the Alternative Term Loan in an amount equal to the principal amount of the Allowed RBL Facility Claim held by such holder as of the Effective Date and (ii) Cash in an amount equal to the accrued and unpaid interest payable to such holder under the RBL Credit Agreement as of the Effective Date. All Existing EVEP Equity Interests will be canceled, released, and extinguished and will be of no further force or effect, and holders of Existing EVEP Equity Interests will not receive any distribution on account of such Interests. Notwithstanding the foregoing, on the Effective Date, holders of Existing EVEP Equity Interests shall receive their Pro Rata share of: (i) five percent of the New Common Stock (subject to dilution by the MIP Shares and New Common Stock issued pursuant to the New Warrants); and (ii) the New Warrants. Intercompany Claims and Intercompany Interests will be Reinstated as of the Effective Date or, at the Debtors' (with the consent of the Required Consenting Noteholders, not to be unreasonably withheld) or the Reorganized Debtors’ option, be cancelled, and no distribution shall be made on account of such Claims. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb18-10814-7.pdf About EV Energy Partners EV Energy Partners, L.P. (EVEP) is an oil and gas exploration and production (E&P) company headquartered in Houston, Texas. EV Energy Partners, L.P. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10814 as lead case) on April 2, 2018. The petitions were signed by Nicholas P. Bobrowski, vice president and CFO. As of Dec. 31, 2017, the Debtor disclosed $1,441,805,000 in total assets and $813,793,000 in total liabilities. The case is assigned to Judge Christopher S. Sontchi. Kirkland & Ellis, LLP, led by Joshua A. Sussberg, P.C. and Jeremy David Evans, serves as the Debtors' general bankruptcy counsel. Pachulski Stang Ziehl & Jones, LLP, led by Laura Davis Jones, is the Debtors' local bankruptcy counsel. Parella Weinberg Partners LP is the Debtors' financial advisor. Cade Kennedy at Deloitte & Touche LLP stands as the Debtors' restructuring advisor. Prime Clerk LLC is the Debtors' notice, claims & balloting agent and administrative advisor. EV ENERGY: Files Plan of Reorganization --------------------------------------- BankruptcyData.com reported that EV Energy Partners filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "[H]olders of Allowed Senior Notes Claims shall receive their Pro Rata share of 95 percent of the New Common Stock (subject to dilution by the MIP Shares and New Common Stock issued pursuant to the New Warrants); holders of Allowed General Unsecured Claims shall remain Unimpaired and paid in the ordinary course of business; all Existing EVEP Equity Interests will be cancelled, released, and extinguished and will be of no further force or effect, and holders of Existing EVEP Equity Interests will not receive any distribution on account of such Interests. Notwithstanding the foregoing, on the Effective Date, holders of Existing EVEP Equity Interests shall receive their Pro Rata share of: (i) five percent of the New Common Stock (subject to dilution by the MIP Shares and New Common Stock issued pursuant to the New Warrants); and (ii) the New Warrants; Intercompany Claims and Intercompany Interests shall be Reinstated as of the Effective Date or, at the Debtors' . . . or the Reorganized Debtors' option, be cancelled, and no distribution shall be made on account of such Claims; Section 510(b) Claims shall be cancelled without any distribution and holders of Section 501(b) Claims shall receive no recovery; and holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, and Allowed Professional Claims will be (1) paid in full in Cash, (2) Reinstated, or (3) otherwise rendered Unimpaired, as applicable." 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 sought joint administration of their cases under Lead Case No. 18-10814 before Judge Christopher S. Sontchi. The Debtors disclosed total assets of $1.442 billion and total debt of $813.8 million 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. FIDELITY & GUARANTY: Fitch Rates $550MM 7-Yr. Unsec. Notes 'BB' --------------------------------------------------------------- Fitch Ratings has assigned a rating of 'BB' to Fidelity & Guaranty Life Holdings, Inc.'s (FGLH) issuance of $550 million of 7-year senior unsecured notes. The remaining Fidelity & Guaranty Life (F&G Life) ratings are unaffected by this rating action. KEY RATING DRIVERS The notes are guaranteed by CF Bermuda Holdings Limited and FGL US Holdings Inc., intermediate holding companies that aggregate the company's U.S. and Bermuda based insurance subsidiaries. The ratings assigned to the new senior notes are equivalent to those assigned to FGLH's existing senior unsecured debt, and reflect standard notching based on Fitch's rating criteria. Fitch affirmed the ratings of F&G Life with a Stable Outlook on Nov. 28, 2017. The proceeds from the new senior unsecured debt issuance are expected to be used to refinance the existing 6.375% senior notes due 2021, repay drawn capacity on the revolver, and for general corporate purposes, including to support new business at the insurance companies. Pro-forma financial leverage for F&G Life is expected to increase to approximately 30% from 26%, which is within current rating expectations. F&G Life's ratings reflect the company's relatively narrow product focus and liability profile, strong balance sheet profile and good operating performance. The ratings also consider the competitive and regulatory challenges tied to the company's strategic focus selling fixed indexed annuities (FIAs) through independent marketing organizations (IMOs), and macroeconomic challenges associated with low interest rates. Fitch believes that longer term, F&G Life's credit profile could improve based on the successful execution of the company's strategies to improve financial performance and investment results under new ownership. RATING SENSITIVITIES Key rating sensitivities that may precipitate a rating upgrade include: -- The company maintains operating ROEs above 10% on a consistent basis and consolidated RBC above 400%; -- Prism capital model score remains on the high end of 'Adequate'; -- Fixed-charge coverage is at least 8x and financial leverage is below 25%. Key rating sensitivities that may precipitate a rating downgrade include: -- F&G Life's consolidated RBC ratio falling below 300% with operating leverage above 20x; -- Consolidated financial leverage for F&G Life exceeding 35%; -- Fixed-charge coverage falling below 5x; -- Operating ROE below 5% over four consecutive quarters. Fitch has assigned the following ratings: Fidelity & Guaranty Life Holdings, Inc. -- $550 million of 5.50% senior unsecured notes due 2025 'BB'. Fitch has assigned the following ratings: Fidelity & Guaranty Life Holdings, Inc. -- $550 million of 5.50% senior unsecured notes due 2025 'BB'. FIDELITY & GUARANTY: S&P Rates New Senior Unsecured Debt 'BB+' -------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' senior unsecured debt rating to Fidelity & Guaranty Life Holdings Inc.'s (FG) proposed seven-year senior unsecured note issuance. S&P said, "The rating reflects traditional application of our standard three-notch differential between the rating on regulated operating insurance companies and holding companies for U.S.-based insurance groups. We expect FG to use the majority of the proceeds from this offering to repay $135 million in borrowing under its revolving credit facility, to redeem $300 million 6.375% 2021 senior unsecured notes, and for general corporate purposes." S&P said, "We expect FG's total consolidated financial leverage to remain consistent with our expectations of around or below 30%, and fixed-charge coverage to be above 6x after the transaction. The rating reflects our expectation that FG will sustain its satisfactory business risk profile and upper adequate financial risk profile." RATINGS LIST Fidelity & Guaranty Life Holdings Inc. Issuer Credit Rating BB+/Positive/-- New Rating Fidelity & Guaranty Life Holdings Inc. Seven-year senior unsecured notes BB+ FIRST CAPITAL: Sale of All Assets to 13th Floor/Pilot Approved -------------------------------------------------------------- Judge Michael S. McManus of the U.S. Bankruptcy Court for the Eastern District of California authorized First Capital Retail, LLC's sale of substantially all assets 13th Floor/Pilot, LLC. The hearings on the Motion were held on March 29, 2018 and April 2, 2018 at 10:00 a.m. The Asset Purchase Agreement and all its terms and conditions, except as modified in the Order, are approved. Pursuant to section l05(a), 363(b) and 365 of the Bankruptcy Code, the Debtor is authorized and directed to take all actions necessary to consummate the Sale pursuant to and in accordance with the terms and conditions of the Asset Purchase Agreement and the Byline Stipulation, as approved by the Byline Settlement Order. In accordance with the Byline Stipulation, as approved by the Byline Settlement Order, concurrently with closing of the Sale, the Debtor will pay Byline the sum of $600,000 from the proceeds of the Sale directly from escrow. As of the date of closing under the Asset Purchase Agreement, those leases and contracts designated for assumption and assignment by the Debtor to the Buyer effective as of the Closing, such contracts and leases will be deemed to have been assumed by the Debtor and assigned to the Buyer. After the Closing Date, (a) the Debtor will receive in trust and remit any payment or revenue by the Debtor that belongs to the Buyer pursuant to the terms of the A Purchase Agreement to the Buyer within two business days of the Debtor's receipt thereof and, prior to such transmission, such payments will be held by the Debtor in trust for the Buyer; and (b) the Buyer will receive in trust and remit any payment or revenue received by the Buyer that belongs to the Debtor pursuant to the terms of the Asset Purchase Agreement to the Debtor within two business days of the Buyer's receipt thereof and, prior to such transmission, payments will be held by the Buyer in trust for the Debtor. Notwithstanding anything to the contrary in Bankruptcy Rules 6004(h), 60006(d), 7062 and 9014, respectively, the Order will be effective immediately upon its entry, and the Debtor and the Buyer are authorized to close the Sale immediately upon entry of the Order. Notwithstanding anything in the Asset Purchase Agreement or the Order to the contrary, all debts, demands, actions, causes of action, suits, accounts, contracts, agreements, damages claims, counterclaims, demands, defenses, arguments, and rights of every kind, nature, and description whatsoever, both in law and equity, known or unknown, whether based in tort, contract, or any other theory by, between, or among (i) the Debtor or the Buyer as successor or assignee thereof, (ii) First Data Merchant Services, LLC, and (iii) MCA Recovery, LLC, and/or Yellowstone Capital West, LLC will be reserved and preserved and will not be waived by virtue the Asset Purchase Agreement or the Order, including, but not limited to, any claims, rights, or defenses arising out of or relating to the Complaint for Interpleader and Declaratory Relief, filed March 22, 2018, Adv. Proc. No. 18- 02030 filed by First Data, the Debtor's merchant account with First Data, and/or the funds held by First Data totaling approximately $214,932 pursuant to a certain Marshal Levy served by MCA on Aug. 25, 2017. The Debtor's assumption and assignment of the lease of nonresidential real property premises at the Northridge Fashion Center, Northridge, California to the Buyer are express conditioned upon, prior to Closing, entry of a stipulation and order relieving the Debtor from the pre-petition forfeiture of the subject lease in proceedings entitled GGP Northridge Fashion Center, L.P. v. First Capital Retail, LLC, et al., Los Angeles Superior Court Case No. PC0579l, and the Debtor's performance and compliance with the terms of such stipulation and order. Nothing in the Order authorizes or approves the Debtor's assumption and assignment to the Buyer of the Debtor's leases for nonresidential real property located at Arden Fair Mall (Store 80) and Vintage Faire Mall (Store 168). Franchisor asserts that the franchise agreements for the Debtor's bakeries at Arden Fair Mall (Store 80) and Vintage Faire Mall (Store 168) are being assumed and assigned without certain non-monetary defaults being cured, compensated for, or waived, as follows: (a) Franchise Agreement No. 90 (Arden Fair Mall) is subject to termination immediately upon the Franchisor giving notice of an existing default under Section 20 of the Franchise Agreement; and (b) Franchise Agreement No. 168 (Vintage Faire Mall) is subject to termination following 10 days' notice and opportunity to cure under Sections 20.3 J & K of the Franchise Agreement. Both the Debtor and Buyer reserve all rights, claims and defenses with respect to any such alleged nonmonetary defaults. A copy of the Stipulation attached to the Motion is available for free at: http://bankrupt.com/misc/First_Capital_378_Order.pdf About First Capital Retail Based in Rancho Cordova, California, First Capital Retail, LLC, is into management of companies and enterprises. First Capital Retail sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-26125) on Sept. 14, 2017. In the petition signed by Rameshwar Prasad, managing member, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Michael S. McManus presides over the case. Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman, APC, is the Debtor's counsel. No request has been made for the appointment of a trustee or examiner, and no official committee has been appointed. FIRST PHOENIX-WESTON: PCO Reports No Significant Care Issues ------------------------------------------------------------ Heather A. Bruemmer, as the patient care ombudsman for First Phoenix-Weston, LLC, files with the U.S. Bankruptcy Court for the Western District of Wisconsin a report regarding the operation at Pride TLC -- Therapy and Living Campus. The PCO reports that since her appointment, she have not received any significant care and treatment complaints from, or relating to, residents of the facilities. The most recent facility visit was conducted on March 8, 2018 by the Regional Ombudsman, on behalf of the PCO. The Regional Ombudsman toured the facilities and met with individuals residing in the nursing home and assisted living settings. Most of the residents that the Regional Ombudsman spoke with expressed satisfaction with their care, activities and were happy in their homes. She also observed that there was adequate staff present and call lights were answered in a timely manner. The Regional Ombudsman had an exit meeting with the Nursing Home Administrator of the facilities to discuss her observations during the visit with residents and tour of the facilities. During this visit, the Regional Ombudsman observed that there were no significant issues or concerns. The NHS shared that they now have a Nurse Practitioner on full time days to assist with assessing individuals regarding their medical needs. The PCO will continue to monitor Pride TLC and will provide an updated report to the Court within the next 60 days. A copy of the PCO's report is available at: http://bankrupt.com/misc/wiwb16-12820-426.pdf About First Phoenix-Weston First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in 2010 to organize, develop, and manage an assisted living and skilled nursing care facility near three major regional hospitals in Central Wisconsin including St. Clare's Hospital, which is just a block away. The Facility combines an assisted living facility together with a skilled nursing facility in a resort-like atmosphere for its patients. The business is commonly known as the "Stoney River" assisted living and rehab. The Facility is comprised of two integrated businesses: a 35-unit skilled nursing rehabilitation center (commonly referred to as the skilled nursing facility, or "SNF"), and a 60-unit assisted living facility (the "ALF"). First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and 16-12821) on Aug. 15, 2016. The petitions were signed by Philip Castleberg, as part-owner. The Debtors estimate assets and liabilities in the range of $10 million to $50 million. Michael Best & Friedrich LLP serves as counsel to the Debtors. GELTECH SOLUTIONS: Reports Unregistered Sales of 4.2M Shares ------------------------------------------------------------ Mr. Warren Mosler, a 10% owner of GelTech Solutions, Inc., purchased on April 10, 2018, through an entity he controls 682,128 shares of the Company's common stock and 341,064 two-year warrants exercisable at $2.00 per share for $150,000. On April 12, 2018, the Company issued 3,249,348 shares of the Company's common stock to Mr. Michael Reger, the Chairman and president of the Company, in payment of $719,631 of accrued interest due under convertible debt. Additionally, on April 12, 2018 the Company issued 248,757 shares of common stock to an employee of the Company, in exchange for $50,000. 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) thereunder. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. GelTech reported a net loss of $4.16 million on $1.15 million of sales for the year ended Dec. 31, 2017, compared to a net loss of $4.67 million on $1.20 million of sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Geltech Solutions had $2.37 million in total assets, $7.12 million in total liabilities and a total stockholders' deficit of $4.75 million. Salberg & Company, P.A., in Boca Raton, Florida, 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 a net loss and cash used in operations of $4,161,765 and $3,082,347, respectively, in 2017 and a stockholders' deficit and accumulated deficit of $4,758,809 and $52,119,691 respectively, at Dec. 31, 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. GENON ENERGY: Seeks to Further Modify Chapter 11 Plan ----------------------------------------------------- BankruptcyData.com reported that GenOn Energy filed with the U.S. Bankruptcy Court an emergency motion to further modify its Third Amended Joint Chapter 11 Plan of Reorganization. The Debtors explain, "The Debtors seek to modify the Third Amended Joint Plan of Reorganization of Genon Energy, Inc. and its Debtor Affiliates [Docket No. 1250] (as may be amended, supplemented, or otherwise modified from time to time, the 'Plan') to incorporate and approve that certain Mediated Settlement Agreement by and among GenOn Mid-Atlantic, LLC ('GenMA'), GenOn Energy, Inc. ('GenOn'), on behalf of the Debtors, NRG Energy, Inc. ('NRG'), and the GenMA Owner Lessors (collectively, the 'Parties'). Since Confirmation, the Parties have worked to implement the GenMA Settlement. Despite all efforts, the Parties were unable to resolve several key issues in connection with definitive documentation. The Debtors believe the terms of the Mediated Settlement Agreement require it to be incorporated in the Plan. The Company also seeks Court approval to seal certain related material. The seal motion explains, "The exhibits and schedules to the Mediated Settlement Agreement contain commercially sensitive data related to the company and the settlement transactions contemplated thereby. To be clear, the Debtors filed the Mediated Settlement Agreement with the 1127 Motion but have excluded the corresponding schedules and exhibits due to confidentiality concerns." As previously reported, the Court confirmed the Plan on December 12, 2017; however, the Plan is not yet effective. The Court issued a separate order approving previous Plan modifications on April 2, 2018. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GLENWOOD PROPERTY: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Glenwood Property Management Corp. 3813 13th Avenue, 3rd Floor Brooklyn, NY 11218 Business Description: Glenwood Property Management is a fee simple owner of a real property located at 1822 Glenwood Rd, Brooklyn, NY 11230. The Property is a one unit rental property valued by the Company at $1.4 million. The Property is the subject of a foreclosure action pending in the Kings County Supreme Court titled Bank of America, NA v. Frank Morris, et al., Index No. 20726/2009, where a judgment was entered. The auction and sale of the Property was stayed by the Chapter 11 filing. Chapter 11 Petition Date: April 19, 2018 Case No.: 18-42177 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Eric H. Horn, Esq. VOGEL BACH & HORN, LLP 30 Broad Street, 14th Floor New York, NY 10004 Tel: 212-242-8350 Fax: 646-607-2075 E-mail: ehorn@vogelbachpc.com Total Assets: $1.39 million Total Liabilities: $1.03 million The petition was signed by Rose Solny, owner. 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/nyeb18-42177.pdf GO YE VILLAGE: PCO Finds No Complaints Related to Care ------------------------------------------------------ William J. Whited, the Long-Term Care Ombudsman assigned to Go Ye Village Inc., submits to the U.S. Bankruptcy Court for the Eastern District of Oklahoma his report related to the performance of Go Ye Village. During his visits, the Ombudsman received no complaints and any concerns related to patient care. For the report period, the Ombudsman also reviewed the findings from inspection completed by the Oklahoma State Department of Health on February 21, 2018, which indicated no deficiencies relating to the performance of Go Ye Village. A copy of the the PCO's is available at http://bankrupt.com/misc/okeb15-81287-423.pdf About Go Ye Village Inc. Go Ye Village, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was signed by Maurice D. Turney as president. The Debtor disclosed total assets of $24.48 million and total debts of $36.18 million. Sam G. Bratton, II, Esq., at Doerner, Saunders, Daniel & Anderson, LLP, serves as the Debtor's counsel. Judge Tom R. Cornish is assigned to the case. The U.S. Trustee has appointed a patient care ombudsman in the Debtors' bankruptcy case. On December 22, 2015, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. On June 16, 2016, the agency filed an amended notice of appointment of committee, announcing the appointment of these creditors: (1) Doris Barbee, (2) Russell and Mary Megee, (3) Randle and Joyce Peterson, (4) Andrew Turner, (5) Dennis W. and Ann Rives Smith, (6) Bill Young, (7) Thomas F. Henstock, (8) Van Ferguson, (9) Robert & Donna Rice, and (10) Charlotte Kerth. GREER APPLIANCE: Amends Plan Following Non-Receipt of Votes ----------------------------------------------------------- Greer Appliance Warehouse & Service, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a small business plan of reorganization and disclosure statement. The Debtor filed its original disclosure statement on February 13, 2018. It filed a Chapter 11 plan of repayment that date as well. The Court entered its order conditionally approving the Debtor's small business disclosure statement on February 15. A hearing was scheduled for the final approval on the disclosure statement and confirmation of the Chapter 11 plan on March 20. The day prior to that hearing, the Debtor's attorney withdrew the Chapter 11 plan and disclosure statement because no votes had been cast toward that plan. Without at least one acceptance vote toward the plan, the Court would not be authorized to confirm the Plan. Accordingly, the Debtor filed a new Plan on April 2. The Debtor's Plan is based on the Debtor's belief that the present forced liquidation (Chapter 7) net value of their principal assets is so small as to offer the potential of only a minimal recovery to creditors. The Debtor believes that a Chapter 11 reorganization will allow a more substantial recovery to creditors. The Debtor intends to pay all secured creditors in full plus 5.25% interest over a period of years. The Debtor intends to pay priority creditors in Class 2 in full plus 4% interest over 50 months from the effective date of the Plan. The Debtor will pay administrative postpetition attorneys fees to its counsel at $250 per week per agreement with the counsel. The Debtor will reject certain executory contracts and leases and accept others. The Debtor intends to pay Class 6 general unsecured creditors a percentage of their debts without interest on a pro-rata basis over a number of years. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/scb18-04069-44.pdf About Greer Appliance Warehouse & Service Headquartered in Greer, South Carolina, Greer Appliance Warehouse & Service, LLC, a single-asset real estate and is owned by Roger Tarbell. Greer Appliance Warehouse & Service filed for Chapter 11 bankruptcy protection (Bankr. D.S.C. Case No. 17-04069) on Aug. 15, 2017, estimating its assets at up to $50,000 and its liabilities at between $100,001 and $500,000. Robert H. Cooper, Esq., at The Cooper Law Firm, serves as the Debtor's bankruptcy counsel. GTT COMMUNICATIONS: Fitch Gives First-Time 'B' IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has assigned a first-time 'B' Long-term Issuer Default Rating (IDR) to GTT Communications, Inc. and GTT Communications BV. The Rating Outlook for both entities is Stable. Fitch has also assigned a first-time 'BB'/'RR1' rating to GTT's $200 million senior secured revolving credit facility and $2.1 billion Term Loan B. In addition, Fitch has assigned a first-time 'CCC+'/'RR6' ratings to GTT's senior unsecured notes. The proceeds, along with a $425 million equity contribution, will be used to refinance GTT's existing Term Loan B and fund the $2.4 billion acquisition of Interoute, which the company announced in late February. Fitch's rating actions affect $3.5 billion of debt, including the $200 million revolving credit facility. KEY RATING DRIVERS Debt Funded M&A: Fitch expects GTT Communications, Inc. to maintain pro forma gross leverage between 4.5x and 5.5x over the rating horizon as the company continues to pursue and execute on multiple acquisitions annually. These transactions are expected to be primarily debt funded in order to minimize equity dilution. Fitch recognizes that acquisitions can provide increased scale in a capital-intensive industry; however, Fitch is also aware of the risk of delays in the integration process, and shortfalls in expected synergies. Elevated Leverage: Fitch believes management's historical track record of maintaining net leverage near the upper end of its target range is a constraint to the rating. Pro forma for the Interoute and Accelerated Connections transactions (the Transactions), the company will maintain gross leverage near 7.4x at the end of fiscal 2017, or 5.5x when inclusive of expected synergies. Fitch expects the company will be below its negative gross leverage sensitivity of 5.5x within 12 months of the transaction's close as a result of synergies and continued EBITDA growth. Fitch would only expect GTT's leverage to decline towards the lower end of management's target range in a less intensive M&A environment. Recurring Revenue & Contract Matching: Fitch expects the recurring nature of GTT's revenue to provide a significant amount of stability and visibility into future cash generation. Pro forma for the Transactions, over 90% of the company's revenue will be contractually recurring with contracts generally ranging between one to three years. GTT will typically match the contract length of its last mile leases with the customer's contract length in order to insulate itself from price fluctuations. Over 80% of the company's network costs are related to these last mile leases, providing the company with a significant amount of capacity to downsize if customers choose not to renew. Strong Secular Trends: GTT's credit profile benefits from the ongoing secular trends its industry is experiencing. Enterprises are continuing to increase their demand for networking bandwidth due to the rapid adoption of cloud-based applications and an increasing amount of data usage across locations as a result of increasing files sizes, voice, video conferencing and real-time collaboration tools. Cisco estimates that IP-based and cloud traffic will grow at a 24% and 30% CAGR over the next several years. Competitive Position & Limited Scale: Fitch believes GTT's modest scale provides the company with limited room for operational headwinds or unexpected industry shifts. Many of the company's competitors are significantly larger, better capitalized, and have a stronger market presence. The company's capex-lite business model places it in an inherently inferior competitive position due to its dependency on third party providers for fiber connectivity. This dependency is most visible in the last mile connection, where there are significantly less providers of connectivity. Customer Diversification, Supplier Concentration: Fitch expects the company's credit profile to continue to benefit from broad customer diversification. Pro forma for the Transactions, GTT's largest customer accounted for 2% of monthly recurring revenue (MRR) during December 2017, while its top 20 customers made up 19% of MRR. These customers are multi-national corporations with significant access to capital and liquidity. Approximately 59% of GTT's monthly recurring costs (MRC) were tied to its top 20 suppliers during December 2017, with the largest supplier making up 11% of total MRC during that same period. GTT's diverse base of over 2,000 suppliers partially mitigates risks stemming from the potential for increased margin pressure related to supplier pricing. DERIVATION SUMMARY The ratings reflect the company's highly recurring and diversified revenue profile, the strong secular trends driving industry demand, and its profitability on an EBITDA less capex basis. Fitch expects these factors to provide a significant amount of visibility for and stability to the company's cash flows over the rating horizon. The ratings also incorporate Fitch's expectation for an elevated level of M&A activity over the rating horizon. Forecasted transactions are expected to be heavily debt-funded in order to minimize equity dilution and drive equity returns. This acquisitive posture introduces integration risks to the company's credit profile and drives Fitch's expectation for leverage to remain at an elevated level over the rating horizon. Fitch believes these factors position the company well in the 'B' rating category relative to similarly rated peers. KEY ASSUMPTIONS -- Organic revenue growth in the high single digits at GTT, and low single digit revenue growth at Interoute; -- Acquisition-related spend of approximately $775 million per year, with $125 million being spent on smaller deals and $650 million on larger deals. Small acquisitions are expected to be completed at 1.3x revenue and 5.0x EBTIDA (pro forma for cost synergies), while larger deals are expected to be completed at 2.0x revenue and 6.5x EBITDA (pro forma for cost synergies). These acquisitions are expected to grow in the low single digits through the remainder of the forecast and are expected to be 90% debt funded; -- EBITDA margin expansion towards 31% due to increased scale and approximately $105 million of cost synergies related to Interoute and Accelerated Connections. EBITDA margin expansion is expected to be hampered by smaller acquisitions that are expected to be lower margin than the overall company; --Acquisition related charges between $25 million and $65 million per year; -- Capital intensity expanding towards 8% due to larger acquisitions that are expected to be more asset heavy, similar to Interoute and Hibernia. GTT's Recovery Ratings reflect Fitch's expectation that the enterprise value (EV) for the company, and, hence, the Recovery Rating for its creditors will be maximized as a going concern rather than in liquidation. Fitch estimates a distressed enterprise valuation of $2.6 billion, using a 5.5x multiple and a $479 million going concern EBITDA. GTT's $479 million going concern EBITDA is primarily driven by margin pressure from last mile providers, resulting in a 20% decline from LTM pro forma EBITDA. The 5.5x multiple is reflective of the company's asset-lite business model, partially offset by the acquisition of Hibernia and Interoute. The multiple is also in line with the median for telecom companies published in Fitch's Telecom, Media and Technology Bankruptcy Enterprise Values and Creditor Recoveries report. The senior secured euro tranche term loan is considered pari passu with the debt located at GTT due to the collateral allocation mechanism that would come into effect during a bankruptcy. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Gross leverage sustained at or below 4.5x; -- FCF to total adjusted debt sustained in the mid-single digit range. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Gross leverage sustained at or above 5.5x; -- FCF to total adjusted debt approaching zero; -- Delays in the integration process, or shortfalls in the expected synergies of current or future acquisitions. LIQUIDITY Liquidity: Fitch expects GTT's liquidity to remain solid over the rating horizon. Pro forma for the Transaction, liquidity was supported by $91 million of cash on hand, $200 million available under its new revolver, and Fitch's expectation for the company to generate $42 million of FCF in 2018. The company's financial flexibility is also enhanced by the lenient one percent amortization schedule under its new term loan. FULL LIST OF RATING ACTIONS GTT Communications, Inc. -- Long-term IDR 'B'; Stable Outlook; -- Senior Secured Revolving Credit Facility 'BB'/'RR1'; -- Senior Secured USD Term Loan at 'BB'/'RR1'; -- 7.875% Senior unsecured notes at 'CCC+'/'RR6'. GTT Communications BV -- Long-term IDR 'B'; Stable Outlook; -- Senior Secured EUR Term Loan 'BB'/'RR1'. GTT LLC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: GTT, LLC 246 5th Street Encinitas, CA 92024 Business Description: GTT, LLC is a privately held company in Encinitas, California that operates in the land subdivision industry. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). GTT filed as a Domestic in the State of California on Feb. 28, 2000. Chapter 11 Petition Date: April 19, 2018 Case No.: 18-02294 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Margaret M. Mann Debtor's Counsel: John Barkley, Esq. BARKLEY LAW GROUP, APC 1466 Graves Ave., Ste. 201 El Cajon, CA 92021 Tel: 619-888-3484 E-mail: john@barkleylawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Theodore Vallas, member. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/casb18-02294.pdf H MELTON VENTURES: Trustee Selling Sports Memorabilia Collection ---------------------------------------------------------------- Scott Seidel, the Chapter 11 Trustee for H Melton Ventures, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of sports memorabilia collection at an online auction to be conducted by Rosen Systems, Inc. A hearing on the Motion is set for April 30, 2018 at 9:30 a.m. The objection deadline is April 25, 2018. Debtor Henry Melton, II, according to the schedules filed, listed the Property. The Trustee believes these items could be sold for the benefit of creditors. He has undertaken a sale process to sell the Property on behalf of the bankruptcy estate. The Trustee files the Motion asking the Court's approval of an online sale of the Property, projected to be held on May 1, 2018. He proposes to sell the Property "as is, where is" without warranty or representations whatsoever, with no recourse to the Estate, via the online auction conducted by Rosen Systems. The proceeds are to be paid to the bankruptcy estate after the Court approved 10% buyer's premium to be held by the Auctioneer. All items will have a designated minimum bid. The proceeds from the sale will be paid to the bankruptcy estate to pay Chapter 11 claims, including but not limited to: the Trustee's fees/commission, expenses and professionals; auctioneer's expenses; and creditor claims as provided by the United States Bankruptcy Code, all pursuant to further Application and Order of the Court. The Trustee reserves his right, in his sole discretion, to withdraw from the sale at any time without any warning. The Buyers will need to remove their purchased Property from Rosen Systems within three days of the completion of the auction. Given the timetable for sale, the Trustee respectfully submits that cause exists for the Court to waive the 14-day stay of Bankruptcy Rule 6004(h). About H Melton Ventures H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43922) on Sept. 28, 2017, estimating $1 million to $10 million in both assets and liabilities, with the petitions signed by Michael Warden, its manager. Chapter 11 cases were also commenced by Michael G. Warden (Case No. 17-33888) and Henry J. Melton, II (Case No. 17-44206). A related case, H. Melton Ventures RD, LLC, Case No. 17-44521, was also filed on No. 6, 2017. Mr. Melton, a resident of Dallas County, is the 90% owner, president and CEO of HMV. Mr. Warden, the manager, is the 10% owner. The Hon. Russell F. Nelms presides over the cases. David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy counsel to HMV. Wiley Law Group, PLLC, is counsel to Mr. Melton, and Melton Ventures RD. A Chapter 11 Trustee was appointed for both HMV and Melton in December 2017. Marilyn Garner was appointed as the Chapter 11 Trustee for HMV. She tapped Cavazos, Hendricks, Poirot & Smitham, P.C., in Dallas, Texas, as counsel. Scott M. Seidel is the Chapter 11 Trustee for Mr. Melton's estate. Mr. Seidel retained his own firm, Seidel Law Firm, in Plano, Texas, as his general counsel in the case. On March 9, 2018, the Court appointed Rosen Systems, Inc., as Auctioneer. HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Federal Heath Case ------------------------------------------------------------------- The Official Committee of Unsecured Creditors on behalf of the bankruptcy estate of HH Liquidation, LLC, and its affiliates and defendant Federal Heath Sign Company, LLC, have reached a stipulation regarding the appointment Ian Connor Bifferato, Esq., of The Bifferato Firm as mediator in their adversary proceeding. The mediation between the parties will proceed in accordance with the scheduling court order and the deadlines set forth therein and will be conducted in accordance with the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware and/or otherwise as may be agreed by the parties and the Mediator. About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. Giuliano, Miller & Company, LLC, serves as tax advisors to the Committee. * * * Following the sale of core assets, Haggen Holdings LLC changed its name to HH Liquidation, LLC. HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Ocean Beauty Case ------------------------------------------------------------------ The Official Committee of Unsecured Creditors on behalf of the bankruptcy estate of HH Liquidation, LLC, and its affiliates have reached a stipulation with defendant Ocean Beauty Seafoods LLC appointing Ian Connor Bifferato, Esq., of The Bifferato Firm as mediator. The mediation between the parties will proceed in accordance with the scheduling court order and the deadlines set forth therein and will be conducted in accordance with the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware and/or otherwise as may be agreed by the parties and the Mediator. About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. Giuliano, Miller & Company, LLC, serves as tax advisors to the Committee. * * * Following the sale of core assets, Haggen Holdings LLC changed its name to HH Liquidation, LLC. HARROGATE INC: Fitch Affirms BB Rating on 1997 Revenue Bonds ------------------------------------------------------------ Fitch Ratings has affirmed the 'BB' rating on the following bonds issued on behalf of Harrogate, Inc.: -- $9.7 million New Jersey Economic Development Authority revenue refunding bonds series 1997. The Rating Outlook has been revised to Negative from Stable. SECURITY The bonds are secured by a gross revenue pledge, a mortgage on certain property and equipment and a debt service reserve fund. KEY RATING DRIVERS WEAKENED LIQUIDITY POSITION: Despite improving census levels and operations, Harrogate's unrestricted cash and investment position fell to a weak $3 million in fiscal 2017, which translates into a weak 71 days cash on hand (DCOH), 31.2% cash to debt and 2.2x cushion ratio. All three metrics remain below Fitch's below investment grade (BIG) category medians of 283 days, 34.2% cash to debt, and 4.4x cushion ratio. Harrogate's weakened liquidity position is very thin for its rating level, particularly for a Type-A facility with primarily refundable contracts, and is the primary driver of the Negative Outlook. IMPROVED CENSUS LEVELS: Following average occupancy levels of 74% in its independent living units (ILUs) and 85% in its skilled nursing facility (SNF) beds during fiscal 2014-2016, Harrogate averaged an improved 81% and 89% in its ILUs and SNF, respectively, during fiscal 2017. The improved census levels are attributed to enhanced marketing efforts and temporary sales incentives, which provided for strong ILU sales in the second half of 2016. IMPROVED OPERATIONAL PERFORMANCE: The higher census levels led to improvement in Harrogate's core operational performance in fiscal 2017 (unaudited) as evidenced by its 99.4% operating ratio, 3.7% net operating margin (NOM), and 0.9% excess margin. These metrics are strong improvements from its fiscal 2016 levels of 118.9% operating ratio, negative 15.3% NOM, and negative 13.1% excess margin. MANAGEABLE LONG-TERM LIABILITY PROFILE: Harrogate's manageable long-term liability profile remains a key credit strength as evidenced by maximum annual debt service (MADS) equating to a low 7.7% of fiscal 2017 revenues, which is very favorable to Fitch's 'BIG' median of 17.1%. Additionally, Harrogate's debt to net available of 5.7x also compares favorably to the median of 8.8x. RATING SENSITIVITIES DECLINING LIQUIDITY POSITION: Harrogate's liquidity position is very thin for its current rating level and any further pressures on liquidity would result in negative rating action. Conversely, enhanced liquidity levels as a result of improved census and operational performance levels would be needed to stabilize the rating. LONG-TERM CAPITAL PLANS: Harrogate is in the process of developing a multi-phase master facilities plan (MFP), which could include construction of additional ILUs and ALUS (phase I), including memory care beds, and a replacement of its healthcare center (phase II). The MFP is still in the early development process, but initial costs for phase I range from $20 to $28 million, which would likely be funded via debt issuance. Harrogate has no debt capacity at its current rating level. CREDIT PROFILE Harrogate is a type 'A' continuing care retirement community (CCRC) located in Lakewood, New Jersey. The campus has 252 ILUs and 68 SNF beds. Harrogate has a client services agreement with Life Care Services (LCS), which Fitch believes provides access to additional resources for a single-site entity. In fiscal 2017 (unaudited), Harrogate had total operating revenues of $17.9 million. IMPROVING CENSUS/OPERATIONAL PERFORMANCE Following average occupancy levels of 74% in its ILUs and 85% in its SNF during fiscal years 2014-2016, Harrogate improved its average occupancy levels to 81% and 89% in its ILUs and SNF, respectively, during fiscal 2017. The improved census levels are attributed to enhanced marketing efforts and temporary sales incentives for new ILUs residents during fiscal years 2016-2017. Additionally, Harrogate has improved marketing of SNF for external admits and has now partnered with local hospitals, including Robert Woods Johnson Hospital. The increase of external admits should transition its SNF payor mix to higher levels of Medicare and private pay residents, which should be accretive to its overall financial performance. These improved marketing efforts and census levels lead to an improved core operational performance in fiscal 2017 as evidenced by its 99.4% operating ratio, 3.7% NOM, 11.3% NOM-adjusted, and 0.9% excess margin. These metrics remain substantial improvements from fiscal 2016 when Harrogate had a 118.9% operating ratio, negative 15.3% NOM, and negative 13.1% excess margin. While core performance metrics demonstrated strong improvements in operations, Harrogate's NOM-adjusted weakened from fiscal 2016 levels of 12.4%, reflecting the decrease in net entrance fee receipts from turnover units which fell to $1.3 million in fiscal 2017 from $4.3 million in fiscal 2016. The strong net entrance fees receipts in fiscal 2016 were a result of Harrogate's temporary sales incentives, which boosted the number of move-ins during fiscal 2016 and helped drive ILU occupancy to the low 80s. Harrogate's ability to maintain census levels at their current levels following turnover will be key to rating moving forward as the current census levels are likely necessary to maintain healthy operations and prevent further weakening of its already thin liquidity position. Additionally, certain temporary sales incentives in fiscal 2016 included discounts to ongoing monthly fees through fiscal 2017. Beginning in 2018, these monthly fees are expected to return to historic levels, and when coupled with current census levels, should further improve Harrogate's fiscal 2018 operational performance. WEAKENED LIQUIDITY POSITION Despite improving census levels and operational performance in fiscal 2017, Harrogate's unrestricted cash and investment position continued to decline to $3 million, which translates into 71 DCOH, 31.2% cash to debt, and 2.2x cushion ratio. All three metrics remain below Fitch's 'BIG' medians of 283 DCOH, 34.2% cash to debt, and 4.4x cushion ratio. The decline in liquidity is attributed to somewhat elevated capital expenditures and weak cash flow from turnover units in fiscal 2017. Capital expenditures were 116% of depreciation in fiscal 2017 and have averaged 237% of depreciation over the last four fiscal years. The elevated capital expenditures were primarily from ILU combinations or renovations, which were needed to enhance the marketability of the units and improve ILU census levels. Harrogate reports that the needed extensive ILU renovations were completed in fiscal 2017 and expects capital expenditures to be more manageable moving forward. Harrogate's thin liquidity position is very light for its rating level and is the basis for the Negative Outlook. Any further pressure on its liquidity position would likely result in negative rating action. However, despite the low liquidity levels, Harrogate's improved census and operational performance levels temper any negative rating action. Coupled with more manageable capital expenses moving forward, this should improve Harrogate's overall liquidity position. However, Harrogate still requires improvement in its liquidity position in order to stabilize the rating at the current rating level, according to Fitch. LONG-TERM LIABILITY PROFILE Harrogate's only debt outstanding is the $9.7 million in series 1997 bonds, which are entirely fixed-rate, have a MADS of $1.3 million and a final maturity of 2026. Harrogate's long-term liabilities remain manageable as evidenced by MADS equating to a low 7.7% of fiscal 2017 revenues, which compares favorably with Fitch's 'BIG' medians of 17.1%. Additionally, Harrogate had a 5.7x debt to net available that also remains favorable to the 'BIG' median of 8.8x. MADS coverage was sufficient at 1.3x in fiscal 2017, which is on par with Fitch's 'BIG' median of 1.5x. Per its MTI calculation, which excludes management fees to LCS, Harrogate had 1.61x MADS coverage. Harrogate is in the process of developing a MFP for its campus, which may include construction of new ILUs and ALUs (including memory care beds) and replacement of its existing health center. The MFP is still in the early development phase; however, it completion is expected in two phases, with the first phase (new ILUs/ALUs) costing between $20 million to $28 million. Likely funding for the project will be by debt issuance. Fitch believes that Harrogate has no debt capacity at the current rating level. HELIOS AND MATHESON: Signs $150M Sales Agreement with Canaccord --------------------------------------------------------------- Helios and Matheson Analytics Inc. has entered into an At-the-Market equity offering sales agreement with Canaccord Genuity LLC, on April 18, 2018, under which HMNY may, from time to time, offer and sell shares of its common stock having an aggregate value of up to $150 million through Canaccord Genuity. HMNY may use the net proceeds from this offering to increase the Company's ownership stake in MoviePass or to support the operations of MoviePass and MoviePass Ventures; to satisfy a portion or all of any amounts payable in connection with previously issued convertible notes; and for general corporate purposes and transaction expenses. The Company may also use the proceeds to make other acquisitions. Under the ATM equity offering sales agreement, sales of common stock, if any, through Canaccord Genuity, will be made by means of ordinary brokers' transactions, in privately negotiated transactions, or otherwise, at market prices prevailing at the time of sales, prices related to prevailing market prices or negotiated prices. The shares of common stock are being offered pursuant to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission. A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC's website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from Canaccord Genuity LLC, Attention: Equity Syndicate Department, 99 High Street, 12th Floor, Boston, Massachusetts 02110, by telephone at (617) 371-3900, or by email at prospectus@canaccordgenuity.com. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business intelligence, social listening, and consumer-centric technology. HMNY currently owns approximately 81% of MoviePass Inc., the nation's premier movie-theater subscription service. HMNY's holdings include RedZone Map, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. HMNY is headquartered in New York, NY and Miami and listed on the Nasdaq Capital Market under the symbol HMNY. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Helios and Matheson had $164.0 million in total assets, $164.6 million in total liabilities and a total stockholders' deficit of $592,600. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, 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 negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. HELIOS AND MATHESON: Widens Net Loss to $150.8 Million in 2017 -------------------------------------------------------------- Helios and Matheson Analytics Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $150.82 million on $10.44 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million on $6.75 million of total revenues for the year ended Dec. 31, 2016. The increase in the Company's net loss is primarily due to the acquisition of MoviePass on Dec. 11, 2017, including the associated financing costs incurred with the issuance of its senior convertible notes (primarily related to the MoviePass acquisition). Additionally, the inclusion of the results of Zone Technologies, Inc. for a full year in 2017 versus 2 months in 2016 and for the year ended Dec. 31, 2017, the Company incurred interest expense related to a debt discount of $56.4 million, offset by a gain on the change in the Company's derivative liabilities at period end of $7.9 million associated with the sale of our Senior Secured Convertible Promissory Notes. Cash used for operating activities was $27.4 million in 2017 compared to $2.1 million in of cash used in operating activities in 2016. Cash used in investing activities of approximately $25.6 million in 2017 consisted primarily of the cash used (net of cash acquired) associated with the Company's acquisition of MoviePass, Inc. Cash used in investing activities of $1.1 million in 2016 consist primarily of loans to Zone Technologies, Inc. prior to our acquisition less cash acquired in the acquisition. As of Dec. 31, 2017, Helios and Matheson had $164.03 million in total assets, $164.62 million in total liabilities and a total stockholders' deficit of $592,639. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, 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 negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years. As of and for the year ended Dec. 31, 2017, the Company had an accumulated deficit of $189,495,185, a net loss of $150,824,842, and net cash used in operating activities of $27,378,690. A full-text copy of the Form 10-K is available for free at: https://is.gd/lyEsma About Helios and Matheson Helios and Matheson Analytics Inc. is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business intelligence, social listening, and consumer-centric technology. HMNY currently owns approximately 81% of MoviePass Inc., the nation's premier movie-theater subscription service. HMNY's holdings include RedZone Map, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. HMNY is headquartered in New York, NY and Miami and listed on the Nasdaq Capital Market under the symbol HMNY. For more information, visit us at www.hmny.com. HOAG URGENT: PCO Files 3rd Interim Report ----------------------------------------- Constance Doyle, the patient care ombudsman for Hoag Urgent Care-Tustin, Inc., and affiliates, submits a third interim report for the period of February 31, 2018 to March 31, 2018. Hoag Urgent Care-Tustin, Inc., comprises of five separate Urgent Care Facilities in the Orange County area. As of April 5, 2018 all locations are closed with Laguna-Dana Urgent Care Center in Dana Point, CA. and Cypress Urgent Care Center in Cypress, CA. remaining open. The functioning, the staffing, the physician and other professional coverage are much the same throughout the 2 facilities, with the placement of Physician Assistants or Nurse Practitioners, as well as physicians on a daily basis throughout the facilities. The Debtor, Dr. Amster assumes responsibility for the oversight of the non-physician providers (NPs and PAs) which is appropriate. The Medical Records are electronic in all facilities and some hard copy intake information sheets available for patients when needed. The follow-up visit to Dana Point, and Cypress involved verification that the multi-dose vials of medicine were consistently dated. Staffing levels verified and appropriate numbers and skill set of practitioners also verified. Patients' rights are available. No privacy violations noted on any of the visits. The ombudsman recommends (1) continue to label all opened medication, and (2) assure CLIA (Clinical Laboratory Improvement Amendment) license and any other clinical license is current. The ombudsman finds that all care provided to the patients by Hoag Urgent Care-Tustin, Inc., et al is well within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A copy of the PCO's Third Interim Report is available at: http://bankrupt.com/misc/cacb17-13077-526.pdf About Hoag Urgent Care-Tustin Hoag Urgent Care-Tustin, Inc., and its affiliates operate five urgent care clinics located throughout Southern California. Hoag Urgent Care-Tustin and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 17-13077) on Aug. 2, 2017. In the petitions signed by Dr. Robert C. Amster, president, the Debtors estimated assets and liabilities of $1 million to $10 million. Judge Theodor Albert presides over the cases. The Debtors hired Baker & Hostetler LLP as legal counsel; Keen-Summit Capital Partners LLC as investment banker; and Grobstein Teeple LLP as their accountants. HOPE INDUSTRIES: Rivas Buying Corbin Property for $157K ------------------------------------------------------- Hope Industries, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Kentucky to authorize the sale of the real property and the improvements thereon located at 1215 Maple Lane, Corbin, Kentucky to Angela Rivas for $156,626. The Debtor has filed its chapter 11 proceeding to maximize the value of its assets for the benefit of creditors, and to propose an orderly plan of reorganization, which will include fair market sales of certain of the properties in an orderly and ordinary course manner. It anticipates filing its proposed plan within the first 120 days of the case, and anticipates that its creditors will be repaid in full through this orderly process of both sales and regular monthly debt service over time. The Buyer and the Debtor have entered into their Sale Agreement. Pursuant to the Sale Agreement, the Debtor asks approval to enter into final documents and to complete the Proposed Sale to the Proposed Buyer of the Property. The Sale Agreement governs the terms of any final sale, which is being made in accordance with the Parties' prepetition Commercial Real Estate Lease with Option to Purchase. As a summary thereof, the total purchase price for the Property is $156,626, less (i) a required hold back of up to $7,000 to make certain improvements to the Property as required for the Proposed Buyer to obtain their financing; and (ii) normal closing costs associated with closing the sale transaction not to exceed $5,726. The Proposed Sale will be free and clear of all liens, claims, interests, and encumbrances, with same to attach to the net proceeds in their same order of priority, and to be distributed to lienholders after closing pursuant to further order of the Court. As part of the Proposed Sale, the Debtor asks authority to set aside from the gross sale price proceeds (i) up to $7,000, to assure certain repairs to the Property as required by the Proposed Buyers to obtain financing for the sale; and (ii) normal closing costs not to exceed $5,726, with the closing to be conducted by the Proposed Buyers' mortgage company. The net remainder of the proceeds will be distributed following closing, pursuant to further order of the Court or under a confirmed Plan. The Debtor will file a final report of the sale after closing to verify the exact hold back amounts and both gross and net proceeds. Finally, as time is of the essence to the Proposed Sale, the Debtor asks that the Court waives the automatic stay of any final order granting the Motion and order that the final relief requested in the Motion may be immediately available upon the entry of an order approving the Proposed Sale so that the closing may move forward without delay. Upon information and belief, the Property is subject to or may be subject to: (1) the tax liens of the City of Corbin in the total approximate amount of $6,207.14 (POC Nos. 1-4) and (ii) the mortgage lien of Cumberland Valley National Bank & Trust Co. to secure various indebtedness of the Debtor in excess of $800,000, and other indebtedness of non-Debtor affiliate entities. These are the only known lienholders. The Debtor reserves its rights to surcharge to the extent if any that such action becomes necessary. The Debtor asks shortened notice of the matter, so it may be heard at the next regularly scheduled motion hour to be hold on April 19, 2018. It has previously advised the lienholder on the transaction and the anticipated filing of the Motion but has been delayed in filing same while waiting on the sales contract While the Debtor is in the real estate business and believes the sale of the Property could possibly be treated as a transaction "in the ordinary course of business," it is asking Court approval to sell the Property, and since the sale is being consummated under the purchase option contained in the Lease, to the extent necessary, the assumption of the Lease with the purchase option. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Hope_Industries_47_Sales.pdf The Purchaser: Angela Rivas 1215 Maple Lane Corbin, KY 40701 Attn: David Rivas About Hope Industries Based in London, Kentucky, Hope Industries, LLC owns and manages improved and unimproved real properties in Laurel County, Kentucky. It also has an interest in improved real property in Whitley County, Kentucky, and in Fayetteville, North Carolina. Hope Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 18-60142) on Feb. 9, 2018. In the petition signed by Star Robbins Kusiak, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Gregory R. Schaaf presides over the case. DelCotto Law Group PLLC is the Debtor's legal counsel. HUMANIGEN INC: May Issue Additional 16.05M Shares Under 2012 Plan ----------------------------------------------------------------- Humanigen, Inc., filed a Form S-8 registration statement with the Securities and Exchange Commission to register 16,050,000 additional shares of the Company's common stock, $0.001 par value per share, issuable under the 2012 Equity Incentive Plan, as amended and restated. The Company previously registered an aggregate of 3,791,414 shares of Common Stock issuable under the Plan on Registration Statements on Form S-8 (File Nos. 333-214110, 333-183725, 333-194597, 333-202934 and 333-206321), as adjusted to reflect the 1-for-3.56147 reverse split of the Company's Common Stock effected on Jan. 15, 2013 and the 1-for-8 reverse split of the Company's Common Stock effected on July 13, 2015, as applicable. A full-text copy of the prospectus is available for free at https://is.gd/l8WYHF About Humanigen Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc. (OTCQB: HGEN), -- http://www.humanigen.com/-- is a biopharmaceutical company pursuing cutting-edge science to develop its proprietary monoclonal antibodies for immunotherapy and oncology treatments. Derived from the company's Humaneered platform, lenzilumab and ifabotuzumab are lead compounds in the portfolio of monoclonal antibodies with first-in-class mechanisms. Lenzilumab, which targets granulocyte-macrophage colony-stimulating factor (GM-CSF), is in development as a potential medicine to make chimeric antigen receptor T-cell (CAR-T) therapy safer and more effective, as well as a potential treatment for rare hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). Ifabotuzumab, which targets Ephrin type-A receptor 3 (EphA3), is being explored as a potential treatment for glioblastoma multiforme (GBM) and other deadly cancers, as well as a platform for creation of CAR-T and bispecific antibodies. Humanigen is based in Brisbane, California. KaloBios filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months later. Humanigen incurred a net loss of $21.98 million for the year ended Dec. 31, 2017, compared to a net loss of $27.02 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Humanigen had $1.67 million in total assets, $26 million in total liabilities and a total stockholders' deficit of $24.33 million. The report from the Company's independent accounting firm Horne LLP, in Ridgeland, Mississippi, 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 its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. HUMANIGEN INC: Signs Agreement With MD Anderson Cancer Center ------------------------------------------------------------- Humanigen, Inc., has signed an agreement with The University of Texas MD Anderson Cancer Center to begin investigator-led research on lenzilumab and its potential to support chimeric antigen receptor T cell (CAR-T) therapy. Lenzilumab is a first-in-class Humaneered recombinant monoclonal antibody that targets and is an antagonist of soluble granulocyte-macrophage colony-stimulating factor (GM-CSF). Preclinical work assessing lenzilumab's action on one of the mechanisms in the inflammatory cascade induced by CAR-T will proceed in parallel with a planned study that could potentially qualify as a registration study, testing lenzilumab as a potential prophylaxis for neurotoxicity induced by CAR-T therapy. Neutralization of circulating GM-CSF has the potential to blunt or prevent an inflammatory cascade that can result in serious and life-threatening CAR-T-induced side effects -- neurotoxicity and Cytokine Release Syndrome. "With this agreement, we are excited that the team at MD Anderson Cancer Center is beginning to investigate lenzilumab's potential to make groundbreaking CAR-T therapy safer, better and more routine," said Cameron Durrant, M.D., chairman and chief executive officer of Humanigen. "CAR-T science has moved quickly in the past few years with the two currently marketed CAR-T therapies having been approved based on single Phase 1/2 studies. We look forward to adding to the burgeoning, cutting-edge science studying lenzilumab as a potential critical CAR-T support therapy." The preclinical study will measure the ability of lenzilumab to block patient CD19-CAR-T cells-treatment-derived GM-CSF induction of human leukocyte antigen-DR (HLA-DR) expression on CD14+ monocytes. It will assess the inhibitory effect of lenzilumab on GM-CSF-induced HLA-DR expression on CD14+ cells, plus other phenotypic and functional monocyte assays. About Humanigen Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc. (OTCQB: HGEN), -- http://www.humanigen.com/-- is a biopharmaceutical company pursuing cutting-edge science to develop its proprietary monoclonal antibodies for immunotherapy and oncology treatments. Derived from the company's Humaneered platform, lenzilumab and ifabotuzumab are lead compounds in the portfolio of monoclonal antibodies with first-in-class mechanisms. Lenzilumab, which targets granulocyte-macrophage colony-stimulating factor (GM-CSF), is in development as a potential medicine to make chimeric antigen receptor T-cell (CAR-T) therapy safer and more effective, as well as a potential treatment for rare hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). Ifabotuzumab, which targets Ephrin type-A receptor 3 (EphA3), is being explored as a potential treatment for glioblastoma multiforme (GBM) and other deadly cancers, as well as a platform for creation of CAR-T and bispecific antibodies. Humanigen is based in Brisbane, California. KaloBios filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months later. Humanigen incurred a net loss of $21.98 million for the year ended Dec. 31, 2017, compared to a net loss of $27.02 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Humanigen had $1.67 million in total assets, $26 million in total liabilities and a total stockholders' deficit of $24.33 million. The report from the Company's independent accounting firm Horne LLP, in Ridgeland, Mississippi, 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 its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. ICMFG & ASSOCIATES: Bare Board Not Entitled to Recover Lost Profits ------------------------------------------------------------------- In the case captioned ICMfg & Associates, Inc., Plaintiff, v. The Bare Board Group, Inc. Defendant/Removed Counter-Plaintiff, v. ICMfg & Associates, Inc., Michael Doyle, Thomas Coghlan, and Bonnie del Grosso, Plaintiffs/Removed Counter-Defendants, Adv. No. 8:17-ap-00299-MGW (Bankr. M.D. Fla.), Bankruptcy Judge Michael G. Williamson holds that Bare Board Group, Inc., is not entitled to recover its lost profits because its claim is speculative and conjectural. The Bare Board Group, which distributes printed circuit boards, seeks to recover $3.1 million in lost profits from two former directors -- Tom Coghlan and Bonnie del Grosso -- and Debtor ICMfg & Associates, Inc., a competing printed circuit board distributor they helped set up. Bare Board originally sued Coghlan and del Grosso for breach of fiduciary duty and fraud; the Debtor and ICMFG founder Michael Doyle for aiding and abetting Coghlan and del Grosso's breach of fiduciary duty; and all them for civil conspiracy and violation of Florida's Deceptive and Unfair Trade Practices Act. Bare Board's claims all hinged on its allegation that Coghlan and del Grosso, while serving as Bare Board directors, diverted Bare Board customers to the Debtor. The state court entered a default against Coghlan, del Grosso, Doyle, and the Debtor as a sanction for discovery violations. Because the default established liability for breach of fiduciary duty, fraud, aiding and abetting, civil conspiracy, and FDUTPA violations, the parties went to trial only on damages. At trial, Bare Board sought (among other damages) more than $3 million in lost profits from customers who were diverted to the Debtor. The state court awarded Bare Board $3.9 million in lost profits for the diverted customers. The state court also required Coghlan and del Grosso to disgorge more than $1.4 million in salaries and bonuses. And it imposed $100,000 in punitive damages against each Coghlan and del Grosso. On appeal, the Second District Court of Appeals reversed the lost profit award and remanded the case back to state court.28 In the meantime, the Debtor filed for bankruptcy. The Debtor then removed the state court case to the Bankruptcy Court. The Court held a four-day trial on lost profits. At trial, Bare Board offered the expert testimony of Steven Oscher, who opined that Bare Board was entitled to nearly $3.1 million in lost profits. According to Mr. Oscher, Coghlan and del Grosso caused Bare Board's lost profits by improperly transferring their relationships with Bare Board customers to the Debtor. Based on the evidence presented at trial, however, the Court is not persuaded by Bare Board’s arguments. Bare Board has already recovered compensatory and punitive damages. Coghlan and del Grosso have each had to disgorge more than $1.4 million in salary and benefits for the time they were serving two masters. They were also assessed $100,000 in punitive damages each. But Bare Board has failed to prove it is entitled to any lost profits. Bare Board put on circumstantial evidence that the Defendants caused its lost profits. That evidence, however, simply was not sufficient to satisfy a reasonably prudent and impartial person that the $3.1 million lost profits were not speculative or conjectural. Because Bare Board failed to meet its burden, it is not entitled to recover any lost profits. A full-text copy of the Court's Findings dated March 27, 2018 is available at https://is.gd/1ZyGyO from Leagle.com. ICMFG & Associates, Inc., Plaintiff, represented by Matthew B. Hale -- mhale@srbp.com -- Stichter, Riedel, Blain & Postler, Robert W. Hitchens, Hitchens & Hitchens, P.A. & Susan H. Sharp -- ssharp@srbp.com -- Stichter, Riedel, Blain & Postler, P.A. The Bare Board Group, Inc., Defendant, represented by Megan Wilson Murray -- mwmurray@trenam.com -- Trenam Kemker. The Bare Board Group, Inc., Counter-Plaintiff, represented by Megan Wilson Murray, Trenam Kemker. ICMFG & Associates, Inc., Counter-Defendant, represented by Matthew B. Hale, Stichter, Riedel, Blain & Postler, Robert W. Hitchens, Hitchens & Hitchens, P.A. & Susan H. Sharp, Stichter, Riedel, Blain & Postler, P.A. About ICMFG & Associates ICMFG & Associates, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-06552) on July 29, 2016. The petition was signed Michael Doyle, president. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Stichter, Riedel, Blain & Postler, PA represents the Debtor as counsel. The Debtor employed Cheri Surface, BS, MBA as an accountant. INKSYSTEM LLC: District Court Rejects Bids to Obtain Inventory -------------------------------------------------------------- In the case captioned SEIKO EPSON CORP. et al., Plaintiffs, v. INKSYSTEM LLC et al., Defendants, No. 3:16-cv-00524-RCJ-VPC (D. Nev.), District Judge Robert C. Jones terminates the motions for orders of contempt, denies as moot the motion for hearing, denies the motions to obtain an inventory, and defers the motion to appoint a receiver and the stipulation between plaintiffs and lender. This case arises out of alleged counterfeiting and other unauthorized use of trademarks in relation to computer printer ink cartridges. Plaintiffs sued Defendants in this Court for trademark counterfeiting and infringement and unfair competition and false advertising. The Court granted a temporary restraining order and after a hearing granted a preliminary injunction, enjoining certain offending activity and ordering the seizure and impoundment of the accused goods. Discovery has been problematic. Plaintiffs asked the Magistrate Judge to issue a report and recommendation for terminating sanctions against certain Defendants for their continued intransigence. Debtors InkSystem, LLC and Lucky Print, LLC filed for Chapter 11 bankruptcy protection. Plaintiffs asked for another TRO seizing Defendants' assets (minus the assets of Debtors). The Court granted the motion and later granted a preliminary injunction when Defendants failed to appear at the hearing. The Court has denied several motions to reconsider the preliminary injunction and to release funds. When they failed to appear to show cause why they should be held in contempt for violations of the preliminary injunction, the Court issued an order of contempt as to Defendants Artem Koshkalda and Vladimair Westbrook. Bench warrants for their arrest issued. Koshkalda appeared at a later hearing, and the Court ordered him to undergo a judgment debtor exam. The Court has entered default judgment against Defendants. The Court also granted a motion for a receiver for Koshkalda's assets, but he petitioned for bankruptcy protection before the proposed written receivership order and a proposed amendment thereto were approved. In that bankruptcy action, there are pending motions to dismiss the bankruptcy case and to lift the automatic stay, with a hearing for the latter motion scheduled for March 8. The Court defers ruling on the receivership motions pending resolution of the lift-stay and/or dismissal motions in Koshkalda's bankruptcy action. Several older motions are also pending in the docket of the present case. First, the motions for orders of contempt against Koshkalda and Westbrook have been determined. Those motions are administratively terminated. Second, a Sept. 29, 2017 motion for a hearing on then-pending motions is moot. Third, Koshkalda's and ART LLC's motion for return of certain seized items and to obtain an inventory, as well as Kravchuk's and Inksystem LLC's similar motion, are denied. A full-text copy of the Court's March 27, 2018 Order is available at https://is.gd/pXiL2m from Leagle.com. Seiko Epson Corporation & Epson America, Inc., Plaintiffs, represented by Henry Stuart David , The David Firm, pro hac vice, J. Andrew Coombs, Wang Law Corporation, pro hac vice, Annie S. Wang, Wang Law Corporation, Ogonna M. Brown -- obrown@nevadafirm.com -- Holley, Driggs, Walch, Fine, Wray, Puzey, & Thompson & James D. Boyle -- jboyle@nevadafirm.com -- Holley, Driggs, Walch, Puzey & Thompson. InkSystem LLC, Defendant, pro se. AF LLC, Defendant, pro se. ART LLC, Artem Koshkalda, KBF LLC, Vladimir Slobodianiuk, Kristina Antonova & Roman Taryanik, Defendants, represented by F. Christopher Austin, Weide & Miller, Ltd. Lucky Print LLC, Defendant, pro se. Inkredible LLC LLC, Defendant, pro se. Andriy Kravchuk, Defendant, pro se. Igor Bielov, Defendant, pro se. Vitalii Maliuk, Defendant, pro se. About INKSYSTEM and Lucky Print INKSYSTEM, LLC and Lucky Print, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 17-50778 and 17-50779) on June 23, 2017. Andriy Kravchuk, managing member, signed the petitions. At the time of the filing, INKSYSTEM disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Lucky Print estimated less than $50,000 in assets and liabilities. IRON COUNTY HOSPITAL: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Iron County Hospital District, as of April 17, according to a court docket. Iron County Medical Center -- http://www.icmedcenter.org/-- is a general hospital in Pilot Knob, Missouri. Iron County Medical Center offers professional emergency care services as well as inpatient and outpatient care services. Iron County Medical Center, known by many as "The Clinic on the Hill", provides comprehensive care for many disease processes: diabetes, hypertension, COPD, asthma, arthritis, allergies; well child check-ups; well woman check-ups; men's health; sports physicals; minor injuries; and sick visits. Iron County Hospital District aka Iron County Hospital, dba Iron County Medical Center, filed a Chapter 9 petition (Bankr. E.D. Mo. Case No. 18-10111) on Feb. 21, 2018, estimating its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. The petition was signed by Joshua E. Gilmore, CEO. Daniel D. Doyle, Esq., at Lashly & Baer, P.C., serves as the Debtor's bankruptcy counsel. ISOLUX CORSAN: Unsecureds to Recoup 7-10% Under Plan ---------------------------------------------------- Isolux Corsan, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas a plan of reorganization and disclosure statement, which propose the following classification and treatment of claims: * Class 1 claims consist of all pre-petition wage claims pursuant to §507(a)(4) up to the amount of $12,850. Based upon the Debtor's Schedules and the claims filed, the Debtor estimates that Class 1 claims will be in an amount less than $50,000.00. Three (3) creditors have filed proofs of claim asserting Class 1 claims. The Debtor believes that these claims will be partially allowed with some amount being allowed as general unsecured claims. The allowed Class 1 claims will be paid in full on or before the effective date of the Plan. * Class 2 claims consist of the claims of allowed general unsecured creditors which existed prior to confirmation, excluding the claims of insiders which are subordinated herein and included in Class 3. The amount of the general unsecured claims consists of the claims scheduled on the Debtor's Schedules. The Debtor projects that the distribution to Class 2 creditors will be between 7-10%. The amount of the distribution depends on the amount generated by the Liquidating Trust. The initial distribution to Class 2 creditors is to be made within 30 days from the Plan's effective date, with an additional distribution to come upon the conclusion of the Debtor's ability (through the Liquidating Trust) to collect accounts receivable, settle pending litigation claims and sell the Debtor's large NOL. * Class 3 claims consist of the unsecured claims of the claims of subordinated insiders. The proof of claim deadlines is April 9, 2018. The projected amount of insider unsecured claims is in the amount of $68,638,764.38. The Class 3 unsecured insider claims will be paid from the net available funds in the estate after the full payment of all secured, administrative, priority unsecured claims and general unsecured creditors with allowed claims as provided herein. Payments to Class 3 unsecured insider creditors will be made on a pro-rata basis based upon the amount of allowed Class 3 insider unsecured creditors (if any funds remain after the payment of all allowed Class 2 general unsecured claims — which appears unlikely to happen). * Class 4 claims consists of the Debtor's members -- Isolux Ingenieria, S.A. (foreign) (49%) and Corsan-Corviam Construccion, S.A. (foreign) (51%). The Class 4 claims will not receive any distribution under the Plan. On the Effective Date, the Debtor will transfer all Assets to the Liquidating Trust to be administered. The Liquidating Trust Assets will include all Assets and Causes of Action. The Liquidating Trustee, Randolph N. Osherow, is a non-insider of the Debtor. The Debtor will cease to exist after the Effective Date. The Debtor will be authorized to wind down and execute any documents, forms or applications necessary to formally shut down and take all other actions that the Debtor determines to be necessary or appropriate, including making filings or recordings that may be required by applicable state law. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txwb18-52777-64.pdf About Isolux Corsan Based in Austin, Texas, Isolux Corsan, L.L.C. -- http://www.isoluxcorsan.com/-- is a global company in the concessions, energy, construction and industrial services industry, with a track record spanning over 80 years of professional activity. It operates in more than 35 countries on four continents. Isolux Corsan operates in the engineering and construction business of large-scale road, rail, hydraulic and energy infrastructures. Isolux Corsan, is the outcome of the take-over of Corsan-Corviam by Isolux Wat in 2004. Its parent company Grupo Isolux Corsan, S.A., sought bankruptcy protection on July 29, 2016 (Bankr. S.D.N.Y. Case No. 16-12202). Isolux Corsan sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52777) on Dec. 4, 2017. In the petition signed by Jose Antonio Alvarez Dodero, CEO and sole manager, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Ronald B. King presides over the case. Langley & Banack, Incorporated, serves as counsel to the Debtor. ITM ENTERPRISES: Unsecureds to Receive Monthly Payments of $500 --------------------------------------------------------------- ITM Enterprises, LLC, filed a motion asking the U.S. Bankruptcy Court for the Northern District of Texas to conditionally approve its small business disclosure statement with regard to its proposed plan of reorganization filed on April 3, 2018. ITM Enterprises is a Texas Limited Liability Corporation which filed a voluntary Chapter 11 case on Feb. 28, 2018. The Debtor’s business consists of the ownership and operation of a Golden Chick restaurant in Terrell, Texas. The Debtor purposes to restructure the current indebtedness and continue its operations to provide a dividend to the unsecured creditors. Under the proposed plan, unsecured creditors will receive their pro rata portion of payments made by the Debtor into the Class 4 Creditors Pool. The Debtor will make monthly payments of $500 each commencing on the Effective Date and continuing until all allowed class 4 creditors have been paid in full. The Debtor will make distributions to the Class 4 Allowed Claims every 90 days commencing 90 days after the Effective Date. The Debtor anticipates the cash on hand and continued operations of the restaurant to fund the Plan. Under the terms of the Plan as proposed, the Debtor's principal, Mujeeb Khalil, will not be released from any liability he may have to any creditor of the Debtor, however, those creditors will be enjoined against pursuing Khalil, if the Debtor is making its payments under the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb18-40767-11-12.pdf About ITM Enterprises ITM Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 18-40767-11) on Feb. 28, 2018. The Debtor hired Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as counsel. JEFFERSON COUNTY: Seeks Bids for $1.26-Mil. Promissory Notes ------------------------------------------------------------ Jefferson County Housing Authority (Alabama) will receive bids for the purchase to exceed $1.25 million aggregate principal amount of the Authority's promissory note. The bids will be received in sealed envelopes hand delivered to the Authority at 3700 Industrial Parkway, Birmingham, Alabama 35217, at or before 10:00 a.m. (Central Time) on April 23, 2018. The note will be dated as of the date of its initial delivery and will bear tax exempt interest from that date payable on the first day of each January and July thereafter until maturity. Principal payments will be due annually commencing on Jan. 1, 2019. The note will mature on Jan. 1, 2024. No paying agent or trustee will be employed with respect to the note. Principal of and interest on the note will be paid to the holder of the note directly by the Authority. Each bid must be accompanied by a bank cashier's check in the amount of $5,000 payable to the order of the Authority and drawn on a bank having membership in the Federal Reserve System. No interest will be allowed on any such check. The checks of the unsuccessful bidders will be returned promptly following the award of the note. The check of the successful bidder will be retained (uncashed) by the Authority as security for the performance of its bid and will be applied on the purchase price of the note or returned to the successful bidder at the closing, at the option of the Authority, except that in the event the successful bidder fails to comply with the terms of its bid, such check may be cashed and the proceeds therefrom retained by the Authority as full liquidated damages. Further inquiries may be sent to: Jefferson County Housing Authority c/o Ken Vaughan, Executive Director 3700 Industrial Parkway Birmingham, Alabama 35217 Tel: 205-849-0123 Fax: 205-849-0137 Email: KVaughan@JCHA.com JERFFERSON COUNTY: Fitch Affirms BB+ on 3 Sewer Warrant Tranches ---------------------------------------------------------------- Fitch Ratings has affirmed the following ratings for Jefferson County, AL's (the county) warrants: --$395 million senior lien sewer revenue current interest warrants series 2013-A at 'BB+'; --$69.8 million senior lien sewer revenue capital appreciation warrants series 2013-B at 'BB+'; --$192.9 million senior lien sewer revenue convertible capital appreciation warrants series 2013-C at 'BB+'; --$801.3 million subordinate lien sewer revenue current interest warrants series 2013-D at 'BB'; --$67.4 million subordinate lien sewer revenue capital appreciation warrants series 2013-E at 'BB'; --$434.3 million subordinate lien sewer revenue convertible capital appreciation warrants series 2013-F at 'BB'. The Rating Outlook is Stable. SECURITY The senior lien warrants are payable from gross system revenues of the county's sanitary fund, which does not include sewer tax revenues that are used for operations. The subordinate lien warrants are payable from system revenues after payment of the senior lien warrants. KEY RATING DRIVERS EXCEEDINGLY HIGH DEBT BURDEN: System debt levels are exceptionally high, even with the substantial reduction in system debt achieved by the exit from bankruptcy in 2013. Further, the very slow pace of debt amortization and use of capital appreciation warrants will result in an elevated debt burden for decades even without additional borrowings. INCLINING DEBT SERVICE STRUCTURE: Sewer system cash flows are expected to be sufficient to generate healthy all-in DSC of at least 1.5x and meet capital demands through 2023. In 2024 and beyond, DSC is projected to be modest at around 1.25x as a result of back-loaded debt service, which will provide insufficient remaining cash flow to support known capital needs. FINANCIAL SELF-SUFFICIENCY: The county's exit from bankruptcy in 2013 returned the county's sanitary sewer fund to an adequate financial position starting in fiscal 2014. The county's sewer fund ended fiscal 2017 with $9 million in unrestricted cash (or 56 days cash on hand) and all-in debt service coverage (DSC) of 1.9x. COMMISSION SUPPORTED RATES: The Approved Rate Structure (ARS) adopted by the county commission in 2013 approved annual rate adjustments through final maturity of the warrants (2053). Ongoing support of the commission to implement the annual rate increases authorized by the ARS, and any additional future rate adjustments that may be required to meet the rate covenant on the warrants, is key to the ratings. ONGOING LITIGATION RISK: Litigation is ongoing regarding the bankruptcy court's authority to enforce the ARS. While Fitch continues to assess the risk of potential litigation to credit quality, the ratings reflect the political will and authority of the County Commission to enforce the ARS and produce sufficient revenues to pay warrantholders. Less rating support is placed on the authority of the bankruptcy court to enforce the ARS in the absence of commission action to do so in the future. FLAT CUSTOMER BASE: The county provides sewer service to a large service area across the entire county with an economy that continues to diversify. Flat customer growth precludes growth-related capital needs but burdens the existing customer base with substantial existing debt and infrastructure reinvestment costs. RATING SENSITIVITIES HINDRANCES TO APPROVED RATE STRUCTURE: Any action that limits or repeals the ARS would be viewed as a material weakening of Jefferson County's ability to operate the sewer system and meet obligations to warrantholders. Downward rating pressure would be expected to follow in turn. UNLIKELY NEAR-TERM UPWARD MOVEMENT: The rating is unlikely to move upwards over the near-term given the long-term capital demands of the system, back-loaded debt and rate sensitivity beyond increases in the ARS. CREDIT PROFILE Jefferson County (IDR A/Stable) is located in northeastern Alabama and has an estimated population of around 660,000 people, which has been flat since at least 2000. The county provides retail wastewater collection, treatment, and disposal service to a 440-square-mile area that includes 23 municipalities within the county (including the cities of Birmingham and Bessemer) as well as unincorporated parts of the county and very small portions of Shelby and St. Clair Counties. The cities of Birmingham and Bessemer bill customers directly for sewer service on behalf of Jefferson County and account for about 85% of customers. The county declared bankruptcy in November 2011 following default on its sewer warrants, general obligation warrants and lease obligations. The chapter 9 plan of adjustment was approved by the bankruptcy court on Nov. 22, 2013 allowing the county to exit bankruptcy. The bankruptcy plan allowed the county to restructure its debt by issuing the senior and subordinate series 2013 warrants. SIGNIFICANT LEVERAGE REMAINS System leverage ratios are exceptionally high despite the reduction in system obligations negotiated with creditors under the plan of adjustment. Debt per customer is $13,843 (as compared to Fitch's national median or $1,893 per customer) while debt to net plant is high at 86% (Fitch sector median is 41%). System leverage will be a key credit concern for some time given the use of capital appreciation warrants and the back-loaded debt structure that yields a minimal principal amortization rate of 4% and 12% in the 10-year and 20-year horizons, respectively. Such slow amortization will constrict the system's capacity to absorb any future debt that may be needed for system capital purposes and will also absorb much of the annual rate increases approved in the ARS through the term of the warrants. Favorably, the system has no variable interest rate risk or exposure to swap termination payments, both of which were major contributors to the county's prior bankruptcy filing. INCLINING DEBT SERVICE STRUCTURE CREATES OUT-YEAR PRESSURE Favorable financial performance through fiscal 2023 is in large part due to a back-loaded debt structure and the use of capital appreciation bonds. Debt service increases nearly 70% in fiscal 2024 from the prior year to over $140 million and then continues to escalate 3% annually through fiscal 2039. This large jump in debt service costs is concerning. Based on the 2013 feasibility report (the most recent forecast available), all-in DSC is projected to fall to 1.25x, with annual rate increases. In addition, annual cash flow will be inadequate to fund the system's known capital needs. Fitch is concerned about the system's practical ability to increase rates above those contemplated in the ARS to cover the shortfall in meeting basic ongoing capital expenses in 2024 and thereafter. Fitch further believes the risk of enhanced environmental requirements regarding sewer treatment and discharges is likely over the long term. To the extent these regulations translate into additional capital and/or operating expenses, system financial projections will be strained even further. STABLE FINANCIAL PERFORMANCE TO DATE AS EXPECTED Audited results for both fiscal year 2017 and 2016 registered all in debt service coverage of 1.9x. Liquidity levels continue to be weaker at just 56 days of cash on hand. Actual DSC has exceeded the original 2013 feasibility forecast which anticipated fiscal 2017 of 1.6x. The system has maintained stable financial margins since emerging from bankruptcy. The county is undertaking an update to the 2013 feasibility, which is expected to be final towards the end of fiscal year 2018. The updated study will examine rate burden, revenue sufficiency and a variety of scenarios related to regulatory driven capital needs. COMMISSION SUPPORT FOR APPROVED RATE INCREASES IS KEY Implementation of the ARS is a key credit factor supporting the ratings on the 2013 warrants. The ARS was adopted by the County Commission (the commission) in October 2013. The October 2013 resolution enacting the ARS approved four annual rate increases of 7.89% effective on Nov. 1, 2014 and Oct. 1, 2015-2017. All rates have been adopted as outlined in the ARS through fiscal 2018. Thereafter, the October 2013 resolution provides for annual 3.49% increases beginning Oct. 1, 2018 and continuing as long as the 2013 sewer revenue warrants are outstanding. The commission retains its ability to make additional rate adjustments through the enactment of adjusting resolutions as long as the rate covenant is maintained. The adoption of the ARS is a credit positive in that it alleviates some political pressure to act on raising rates in the future. Nevertheless, Fitch remains concerned regarding the implementation of future rate increases given the political backlash that may ensue from the prolonged escalation in rates associated with the ARS. In addition, Fitch is concerned that the resulting cost of service from the ARS implementation severely limits the county's ability to increase rates beyond the level permitted by the ARS to meet expected shortfalls in capital spending needs in fiscal 2024 and thereafter through either pay-as-you-go capital or through servicing additional debt. An average sewer bill in fiscal 2018 is approximately $76 per month (based on Fitch's standard usage of 6,000 gallons), which accounts for a high 1.9% of median household income. The ARS was incorporated into the plan of adjustment, at the county's request, in order to allow the bankruptcy court to retain jurisdiction. The county believes that, as a result, the ARS will be enforceable by the court. Litigation is ongoing that challenges the bankruptcy court's authority to enforce the ARS. Fitch's ratings are based on ongoing support of the elected County Commission to enforce and uphold the ARS and the rate covenant with warrantholders. Any indication of the commission's intent to do otherwise would pressure the rating. Fitch views the ongoing community discord and legal challenges regarding the ARS as concerns to credit quality in that they could pressure future support from the commission to uphold the ARS. JFT PROPERTIES: Sale of Garland Property to Howards Approved ------------------------------------------------------------ Judge Ben Barry of the U.S. Bankruptcy Court for the Western District of Arkansas authorized JFT Properties, LLC's sale of the real property located in Garland County, Arkansas to John Howard and Bridgette Howard upon the terms and for an amount specified in the Contract for Sale of Real Property attached to the Motion. The sale is free and clear of the lien held by Greenwich Investors XLVII REO, LLC, which has since been assigned to the Objecting Parties. The proceeds from the sale of the Property will be distributed in accordance with the terms of the Agreed Order Granting Conditional Relief from Stay entered by the Court on June 2, 2017, to wit, to the claim of the Objecting Parties. About JFT Properties JFT Properties, LLC sought Chapter 11 protection (W.D. Ark. Case No. 16-70762) on March 29, 2016. In the petition signed by Thomas F. Thomason, member, the Debtor disclosed total assets at $1.09 million and total liabilities at $351,881. The Debtor tapped Brad J. Moore, Esq., at Frederick S. Wetzel, III, P.A. as counsel. JOHN DAILEY: Ammons Buying Wilcox Property for $300K ---------------------------------------------------- John R. Dailey, Sr. and Peggy A. Dailey ask the U.S. Bankruptcy Court for the Southern District of Alabama to authorize the sale of a tract of real property located in Wilcox County, Alabama, of approximately 177 acres consisting of the following Parcel Numbers: 66-15-06-24-0-000-001.000, 66-16-04-19-0-000-005.001, 66-16-04-19-0-000-005.000, 66-16-04-19-0-000-006.000, 66-15-06-24-0-000-005.000, to Bill Ammons or assigns for $300,000. The property is pledged as collateral securing a debt from the Debtor Mr. Dailey to Town and Country National Bank. Pursuant to his adequate protection agreement with Town and Country National Bank, he has listed the above described property for sale. The Debtor currently has an offer to purchase the property for the sum of $300,000 with $5,000 as earnest money deposit. The parties executed their Purchase and Sale Agreement. The sale will be free and clear of any liens and encumbrances. The Debtor believes the offer should be accepted and is in the best interest of the Debtor and the Debtor's estate. Any distribution of net funds from the sale would go towards the debt of Town and Country National Bank. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/John_Dailey_111_Sales.pdf John R. Dailey, Sr. and Peggy A. Dailey sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 17-03033) on Aug. 14, 2017. The Debtors tapped Robert M. Galloway, Esq., at Galloway Wettermark Everest & Rutens, LLP, as counsel. JOON KIM: Selling Fort Wayne Property for Not Less than $560K ------------------------------------------------------------- Judge Robert E. Grant of the U.S. Bankruptcy Court for the Northern District of Indiana authorized Joon Hwan Kim and Mi Sook Kim to sell the real property located at 3051 Laurel Springs Drive, Fort Wayne, Indiana for a gross sales price of not less than $560,000. The sale is free and clear of liens and encumbrances, except any and all ad valorem taxes and related or like fees and assessments and future assessments thereof with the liens and encumbrances then attaching as liens against the proceeds from the sale of the Real Estate. The Real Estate may be sold for a gross sales price of not less than $560,000. The Debtors are authorized to enter into a purchase agreement for the sale of the Real Estate that provides for standard terms of sale including those terms as may be provided for by Debtors as sellers and the potential buyer as may be applicable utilizing the purchase agreement form attached to the Motion. These purchase agreement terms may include, without limitation, an agreement regarding the allocation and/or proration of real estate taxes between buyer and seller; allocation of title insurance and survey costs and expenses as and between buyer and seller; the allocation of closing costs (excluding legal fees) and like or similar provisions typical of residential real estate sale transactions in Allen County, Indiana. The Debtors are authorized, upon entering into a purchase agreement consistent with the terms of the Order and the Motion, to proceed to a closing for the sale of the Real Estate with disbursement of sale proceeds at closing to lien claimants on the Real Estate including, without limitation, real estate taxes and the mortgage claims of Wells Fargo Home Mortgage and First Financial Bank as may then be payable from the net proceeds of such sale closing. As part of the sale closing for a purchase agreement for the sale of the Real Estate as herein provided, the Debtors are further authorized to disburse at closing from the sale proceeds those costs of closing, title insurance and survey expense, real estate tax proration, homeowners association dues and such related fees and costs typical for a residential real estate transaction in Allen County, Indiana as provided for under the purchase agreement together with the real estate broker commission associated with the sale. Any and all balance of the sale proceeds remaining after payment of the foregoing (i.e. as set forth in sub-paragraphs c. and d. of this order) will be placed in a segregated bank account and held until further Court order. The 14-day stay provided for under Bankruptcy Rule 6004(h) is waived. Joon Hwan Kim and Mi Sook Kim sought Chapter 11 protection (Bankr. N.D. Ind. Case No. 18-10208) on Feb. 26, 2018. The Debtors tapped Daniel J. Skekloff, Esq., at Haller & Colvin, PC, as counsel. KIMBERLY NIFONG MITCHELL: Bid to Reopen Suit vs Ex-Husband Junked ----------------------------------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse entered an order denying Plaintiff's motion to reopen the adversary proceeding KIMBERLY NIFONG MITCHELL, Plaintiff, v. BRIAN KEESEE, Defendant, Adv. Pro. No. 13-00043-8-swh (Bankr. E.D.N.C.). The Plaintiff initiated the adversary proceeding on March 5, 2013, prior to confirmation of the Plan. The adversary proceeding stemmed from an equitable distribution agreement incorporated and merged into Ms. Mitchell's and Mr. Keesee's divorce decree. In her original adversary proceeding complaint filed on March 4, 2013, Ms. Mitchell alleged that Mr. Keesee breached the State Judgment by failing to pay her a portion of the January 2013 sale proceeds. She further contended that Mr. Keesee, through Oak Island, intended to foreclose on the Property, thereby circumventing the State Judgment's requirement to pay Ms. Mitchell proceeds from the sale of the Property. Specifically, Ms. Mitchell alleged three causes of action in the initial adversary proceeding complaint: (1) anticipatory repudiation; (2) breach of the State Judgment; and (3) unjust enrichment. She simultaneously filed a verified petition for attachment with her complaint. In an order entered on March 21, 2013, the court granted the Plaintiff's petition for attachment against Mr. Keesee as to the Property and required Ms. Mitchell to furnish a $1,000 bond in accordance with North Carolina General Statute section 1-440.10. Mr. Keesee filed a motion to dismiss or alternatively abstain on May 6, 2013. In the motion, Mr. Keesee contended that the adversary proceeding should be dismissed for lack of subject matter jurisdiction. Alternatively, he requested that the court mandatorily or permissively abstain pursuant to 28 U.S.C. S 1334(c). Following a hearing, the court entered an order granting permissive abstention on Oct. 25, 2013, Dkt. 26 (the "Abstention Order"). In the Abstention Order, the court first acknowledged that it had subject matter jurisdiction over Ms. Mitchell's claims because "Mr. Keesee's alleged post-petition conduct interfered with the administration of the bankruptcy estate and with bankruptcy estate property." The court then explained permissive abstention was nonetheless appropriate due to the nature of the claims and the parties' ongoing domestic proceedings in state court. The court clarified that "domestic relations matters are preeminently matters of state law, and where possible, it is preferable that domestic matters be handled in state court." The court closed the adversary proceeding on Nov. 21, 2013. Upon review of the case, the Court finds that Ms. Mitchell's Plan is substantially consummated pursuant to 11 U.S.C. section 1101(2), as she has surrendered all property as required by the Plan, has assumed management of all property to be dealt with by the Plan, and has commenced distribution to all classes under the Plan. Her most recent quarterly post-confirmation report indicates that only three of ten Plan classes are receiving ongoing quarterly payments towards their claims as of December 2017: Bank of America based upon a reamortized secured obligation, SunTrust Mortgage based upon a reamortized secured obligation, and general unsecured creditors. In addition, all property of the estate, except for causes of action against JP Double H Properties, LLC and its members, vested with Ms. Mitchell on May 14, 2013. As a result, the claims for relief against Mr. Keesee are no longer property of the estate, and estate property is no longer implicated in the instant adversary proceeding. While Ms. Mitchell's Plan provides that it may be funded in part by amounts "collected from other parties," it does not expressly contemplate the use of potential recovery from Mr. Kessee, or any other individual, recovered from state court litigation to fund her Plan. Instead, as was clearly set forth in her Disclosure Statement and like the Valley Historic debtor, she anticipated funding the Plan with regularly earned income from her business activities and investment properties. If Ms. Mitchell were to recover from Mr. Keesee, those proceeds would not expedite, increase, or otherwise affect payments to her creditors. Rather, any proceeds recovered from Mr. Keesee would benefit Ms. Mitchell personally and directly, and no benefit would be recognized by her bankruptcy estate or creditors. In short, Ms. Mitchell's plan is substantially consummated, no estate property is implicated in the adversary proceeding, and no recoverable proceeds will benefit creditors. Based on these facts, and at this point in time, the court finds that no "consummation, execution, or administration" purpose is to be served by the instant adversary proceeding, and it is clear to the court that there is an "apparent disconnect between the adversary proceeding and [the debtor's] plan." As a result, the court declines to find requisite "close nexus" between Ms. Mitchell's claims for relief and the administration, execution, or consummation of her Plan and therefore declines to find "related to" jurisdiction over her claims. Because the court lacks subject matter jurisdiction, the court declines to reopen the adversary proceeding and need not proceed to the merits of Ms. Mitchell's claims. A full-text copy of the Court's March 29, 2018 Order is available at https://is.gd/RG2uQu from Leagle.com. Kimberly Nifong Mitchell, Debtor, represented by David J. Haidt -- ayershaidt@embarqmail.com -- Ayers & Haidt, P.A. & Alan E. Toll, Toll & Associates, PLLC. Kimberly Nifong Mitchell filed a voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-08880) on Nov. 21, 2011. KONA GRILL: Nasdaq Confirms Compliance with Listing Rule -------------------------------------------------------- Kona Grill, Inc. received on April 12, 2018, a letter from The Nasdaq Stock Market LLC confirming that the Company has regained compliance with the Exchange's listing rules. Kona Grill disclosed it has been communicating with Nasdaq regarding an instance of non-compliance with certain corporate governance requirements of the Nasdaq Listing Rules. In July 2017, it was brought to the Company's attention that it may have failed to obtain valid shareholder approval at its April 30, 2015 annual meeting for a proposal to amend the Company's 2012 Stock Award Plan to increase the Plan's share reserve. The Company investigated and determined that the Plan amendment was not properly approved in accordance with the Company's bylaws in effect at that time, because the number of affirmative "yes" votes did not exceed the majority of the Company's outstanding shares. The Company granted stock options in 2016 and 2017 net of forfeitures, of 401,106 options under the Plan that were inadvertently issued in excess of the number of shares authorized under the Plan, because of the shareholder approval issue that was subsequently discovered. On Feb. 15, 2018, the Company voluntarily reported to Nasdaq that these option grants were potentially made in violation of Nasdaq's shareholder approval rules under Listing Rule 5635(c). The Company confirmed to the Nasdaq staff that the Company entered into option amendment agreements with the holders of the 401,106 options. Pursuant to the Amendments, the holders of these options have agreed not to exercise the options until the requisite shareholder approval is obtained to increase the number of authorized shares under the Plan. At the annual meeting to be held on May 8, 2018, the shareholders will vote on a proposal to approve such an amendment, upon which approval the restriction on exercise of the options would be removed. The April 12 letter stated that, although the Company violated the Rule as a result of the excess option grants, the Company has regained compliance with the Rule due to having procured the Amendments from such option holders. The letter confirmed that, subject to certain disclosure requirements, the matter is now closed. About Kona Grill Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 46 restaurants in 23 states and Puerto Rico. The Company's restaurants offer freshly prepared food, attentive service, and an upscale contemporary ambiance. Additionally, Kona Grill has three restaurants that operate under a franchise agreement in Dubai, United Arab Emirates; Vaughan, Canada and Monterrey, Mexico. Kona Grill incurred a net loss of $23.43 million in 2017 and a net loss of $21.62 million in 2016. As of Dec. 31, 2017, Kona Grill had $91.79 million in total assets, $86.13 million in total liabilities and $5.66 million in total stockholders' equity. The Company has incurred losses resulting in an accumulated deficit of $79.7 million, has a net working capital deficit of $7.6 million and outstanding debt of $37.8 million as of Dec. 31, 2017. The Company said in its 2017 Annual Report that these conditions together with recent debt covenant violations and subsequent debt covenant waivers and debt amendments, raise substantial doubt about its ability to continue as a going concern. LE-MAR HOLDINGS: April 25 Auction of Prairie Property Set --------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized the bidding procedures of Le-Mar Holdings, Inc., and affiliates in connection with the sale of Taurean East, LLC's real property located at 3485 Roy Orr Blvd., Grand Prairie, Texas to Ryder Truck Rental, Inc., for (i) $4,150,000 and (ii) a commercial lease back of a section of the Real Property to the Debtors, subject to overbid. The Sale Agreement to be entered into by and between Ryder and Taurean will be filed with the Court no later than seven calendar days prior to the Bid Deadline. If an executed Sale Agreement by and between Ryder and Taurean is not entered into and filed by the Sale Agreement Deadline, the Debtors reserve all rights, including but not limited to, the right, in an exercise of their business judgment, to withdraw the Motion to sell the Real Property or to adjourn the (i) Bid Deadline, (ii) Auction and/or (iii) Sale Hearing. All bids by any third party that is interested in acquiring some or all of the Real Property must be actually received by the parties specified in the Bidding Procedures on or prior to April 20, 2018 at 12:00 p.m. (CT). If the Debtors do not receive any Qualified Bids, other than the Stalking Horse Bid, the Debtors will file a notice announcing that the Stalking Horse Bidder is the Successful Bidder as soon as reasonably practical, but by no later than 5:00 p.m. (CT) on April 23, 2018. The Debtors will notify bidders if their bid constitutes a Qualified Bid by 5:00 p.m. (CT) on April 23, 2018. If necessary, an Auction with respect to the Real Property will be held at the offices of Underwood Perkins P.C. 5420 LBJ Freeway, Two Lincoln Centre, Suite 1900, Dallas, Texas on April 25, 2018 at 10:00 a.m. (CT). As set forth more fully in the Bidding Procedures, only Creditors' Committee counsel, counsel for the lenders who assert a security interest in the Real Property, City Bank's counsel, and Qualified Bidders and their legal and financial advisors will be entitled to attend, and in the case of Qualified Bidders, bid at the Auction. The Auction will be conducted in the presence of a certified court reporter who will transcribe the Auction. As soon as reasonably practical after the conclusion of the Auction, but no later than April 26, 2018 at 12:00 p.m. (CT), the Debtors will file on the docket a notice identifying the Successful Bidder and the Successful Backup Bidder, if applicable. Objections, if any, to the Sale of the Real Property must be filed no later than 5:00 p.m. (CT) on April 27, 2018. The Sale Hearing will commence on May 1, 2018, at 10:00 a.m. (CT) before the Court. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Le-Mar_Holdings_517_Order.pdf In the event that the Debtors timely receive one or more Qualified Bids, in addition to the Stalking Horse Bid, the Debtors will schedule an Auction to request additional competitive Bids from Qualified Bidders with respect to the Real Property in accordance with the Bidding Procedures. If the Debtors do not receive any Qualified Bids, other than the Stalking Horse Bid, the Debtors will report the same to the Court. In such circumstances, the Debtors will promptly proceed to seek entry of the appropriate orders approving the Sale Agreement. The Debtors are authorized to pay, without further order of the Court, to the Stalking Horse Bidder the Break-Up Fee in the event that such Break-Up Fee is payable under the terms of the Sale Agreement and the Bidding Procedures. The Auction and Sale Notice is approved. On or within three business days following the entry of the Order, the Debtors will cause the Auction and Sale Notice to be served upon all Sale Notice Parties. The Debtors will submit to the Court the proposed Sale Order approving the Sale at least seven days prior to the Sale Hearing. They will submit the proposed Sale Order to the Creditors' Committee at least three business days prior to submitting the Sale Order to the Court. Any stay of the Order, whether arising from Rules 6004 and/or 6006 of the Federal Rules of Bankruptcy Procedure or otherwise, is expressly waived and the terms and conditions of the Order will be effective and enforceable immediately upon its entry. About Le-Mar Holdings Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed by Chuck Edwards, its president, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash Smoak & Steward, P.C., is special counsel. The Official Committee of Unsecured Creditors formed in the case retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel. Colliers International North Texas, LLC, was appointed by the Court as a real estate broker on Jan. 10, 2018. LSB INDUSRIES: Commences Tender Offer for Outstanding 8.50% Notes ----------------------------------------------------------------- LSB Industries, Inc., has commenced a cash tender offer to purchase any and all outstanding $375,000,000 aggregate principal amount of its 8.50% Senior Secured Notes due 2019 (CUSIP No. 502160AL8). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated April 16, 2018. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on April 20, 2018, unless extended or earlier terminated by LSB in its sole discretion. Holders of the Notes who validly tender (and do not validly withdraw) their Notes at or prior to the Expiration Time, or who deliver to the information and tender agent a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions described in the Offer to Purchase, will receive in cash $1,023.88 per $1,000 principal amount of Notes validly tendered and accepted by LSB, plus a cash payment representing the accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the settlement date, which is expected to be April 25, 2018. Tendered Notes may be withdrawn at any time prior to the Expiration Time subject to the terms and conditions of the Offer to Purchase. The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase, including the receipt by LSB of proceeds from a proposed offering of debt securities generating gross proceeds of at least $400,000,000. LSB may amend, extend or terminate the Tender Offer in its sole discretion and subject to applicable law. Goldman Sachs & Co. LLC is acting as the dealer manager for the Tender Offer. The information and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, the Notice of Guaranteed Delivery and related tender offering materials are available at www.dfking.com/lsb or by contacting D.F. King & Co., Inc. at (800) 967-5079 (toll free) or by email at lsb@dfking.com. Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC at (800) 828-3182. None of LSB, the dealer manager, the information and tender agent, or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of LSB by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. About LSB Industries Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. -- http://www.lsbindustries.com/-- manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB's products are sold through distributors and directly to end customers throughout the United States. LSB Industries reported a net loss attributable to common stockholders of $59.44 million on $427.50 million of net sales for the year ended Dec. 31, 2017, compared to net income attributable to common stockholders of $64.76 million on $374.58 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, LSB Industries had $1.18 billion in total assets, $576.02 million in total liabilities, $174.95 million in redeemable preferred stock and $438.19 million in total stockholders' equity. * * * As reported by the TCR on April 18, 2018, S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City, Oklahoma-based LSB Industries Inc. and revised the outlook to positive from negative. S&P said the outlook revision reflects the improvement in LSB's overall operations for 2017 and the first quarter of 2018 and its announced refinancing of its existing $375 million senior secured notes due August 2019. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1' CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. LSB INDUSTRIES: Proposes Offering of $400 Million Senior Notes -------------------------------------------------------------- LSB Industries, Inc. said it intends to offer, subject to market and other conditions, $400 million in aggregate principal amount of senior secured notes due 2023 for sale in a private placement to eligible purchasers. The Notes will be guaranteed on a senior secured basis by all of LSB's existing subsidiaries and by certain of LSB's future domestic wholly owned subsidiaries. LSB intends to use the net proceeds from this offering to repurchase and/or redeem any and all of its outstanding $375 million aggregate principal amount of 8.50% Senior Secured Notes due 2019, to pay related transaction fees, expenses and premiums, and, to the extent of any remaining net proceeds, for general corporate purposes. Pending such application of the net proceeds of this offering, they may be invested in highly rated money market funds, U.S. government securities, treasury bills or short-term commercial paper. LSB Industries Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. -- http://www.lsbindustries.com/-- manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB's products are sold through distributors and directly to end customers throughout the United States. LSB Industries reported a net loss attributable to common stockholders of $59.44 million on $427.50 million of net sales for the year ended Dec. 31, 2017, compared to net income attributable to common stockholders of $64.76 million on $374.58 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, LSB Industries had $1.18 billion in total assets, $576.02 million in total liabilities, $174.95 million in redeemable preferred stock and $438.19 million in total stockholders' equity. * * * As reported by the TCR on April 18, 2018, S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City, Oklahoma-based LSB Industries Inc. and revised the outlook to positive from negative. S&P said the outlook revision reflects the improvement in LSB's overall operations for 2017 and the first quarter of 2018 and its announced refinancing of its existing $375 million senior secured notes due August 2019. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1' CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. MARRONE BIO: Prices Offering of 7.3M Shares of Common Stock ----------------------------------------------------------- Marrone Bio Innovations, Inc. has priced its previously announced underwritten public offering. The Company is offering 7,275,000 registered shares of its common stock, par value $0.00001 per share, at a price to the public of $1.65 per share, resulting in gross proceeds of approximately $12 million. In connection with the offering, the Company has also granted the underwriter a 45-day option to purchase up to an additional 1,091,250 shares of common stock offered in the public offering to cover over-allotments, if any. The Company intends to use the net proceeds from the offering primarily for general corporate purposes. The offering is expected to settle and close on April 20, 2018, subject to the satisfaction or waiver of customary closing conditions. National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM: NHLD), is acting as sole book-running manager for the offering. The securities are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-215024), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission on Jan. 6, 2017. A preliminary prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus may be obtained by contacting the book-running manager at the following address: National Securities Corporation 200 Vesey Street, 25th Floor New York, NY 10281 Attn: Marguerite Rogers Tel: 212-417-8227 E-mail: prospectusrequest@nationalsecurities.com A final prospectus supplement describing the terms of the offering will be filed with the SEC. 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 Company incurred a net loss of $30.92 million in 2017 and a net loss of $31.07 million in 2016. 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. 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. MCWOLLE DEVELOPMENT: Case Summary & Unsecured Creditor ------------------------------------------------------ Debtor: McWolle Development Corp 249 St. Marks Avenue Freeport, NY 11520 Business Description: McWolle Development Corp is a privately held company in Freeport, New York, engaged in the business of residential building construction. Chapter 11 Petition Date: April 19, 2018 Case No.: 18-72623 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Robert E. Grossman Debtor's Counsel: Francis E. Hemmings, Esq. HEMMINGS & SNELL LLP 30 Wall Street, 8th Floor New York, NY 10005 Tel: (212) 747-9560 Fax: (212) 747-9564 E-mail: general@hemmingssnell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald Fraser, vice-president. The Debtor lists Marco & Sitaras as its sole unsecured creditor holding a claim of $21,967. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-72623.pdf MEDONE HEALTHCARE: Taps Gallagher & Kennedy as Legal Counsel ------------------------------------------------------------ MedOne Healthcare, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Gallagher & Kennedy, P.A., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The hourly rates for the firm's attorneys range from $260 to $635. Joseph Cotterman, Esq., the attorney who will be handling the case, will charge $495 per hour. Gallagher is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Joseph E. Cotterman, Esq. Gallagher & Kennedy, P.A. 2575 East Camelback Road Phoenix, AZ 85016-9225 Phone: (602) 530-8000 Fax: (602) 530-8500 Email: joe.cotterman@gknet.com About Medone Healthcare Based in Tempe, Arizona, MedOne Healthcare, LLC -- https://www.medoneaz.com/ -- is a provider of home health care services including: wound, infusion, ventilators, powered mobility, enteral, urology, respiratory, sleep and durable medical equipment. The company is accredited by the nationally recognized HQAA (Healthcare Quality Association on Accreditation). MedOne Healthcare filed a voluntary Chapter 11 Petition (Bank. D. Ariz. Case No. 17-14457) on Dec. 6, 2017. Stephan Kindt, president, signed the petition. The Debtor is represented by Joseph E. Cotterman, Esq., at Jennings, Strouss & Salmon, P.L.C. At the time of filing, the Debtor estimated both assets and liabilities at $1 million to $10 million. The Hon. Paul Sala is the case judge. Jennings, Strouss & Salmon, PLC is the Debtor's bankruptcy counsel. MICHAEL ROBERT WIGLEY: 8th Cir. Upholds Dismissal of Wife's Appeal ------------------------------------------------------------------ Barbara Wigley is the wife of Michael Wigley, a debtor in Chapter 11 bankruptcy proceedings. Barbara, who was not a party to the bankruptcy proceedings, seeks to appeal several orders of the bankruptcy court: (1) an order denying confirmation of Michael's plan of reorganization, (2) an order confirming Michael's subsequent plan of reorganization, and (3) an order granting stay relief to Lariat, one of Michael's creditors. The Eighth Circuit Bankruptcy Appellate Panel dismissed Barbara Wigley's appeal, holding that she was not a "person aggrieved" by the orders and therefore lacked standing. The Court of Appeals, 8th Circuit agrees and dismisses the appeal. Barbara argues that she is a person aggrieved by the bankruptcy court's order denying confirmation of Michael's proposed plan. She contends that if the court had confirmed the plan and thereby approved the settlement agreement, then once she paid $350,000 to the bankruptcy estate, she would retain her interest in the assets that Michael had transferred to her and would avoid further litigation with her husband's creditors. Similarly, Barbara argues that the bankruptcy court's order confirming the fourth modified Plan, and the order granting Lariat relief from the stay, allow for "further prosecution" against her in state court. Barbara's alleged harm based on potential litigation is the sort that the Court declared too indirect for bankruptcy standing in Opportunity Finance. Here, the bankruptcy court declined to approve a settlement agreement that would have eliminated Barbara's pecuniary risk in the fraudulent transfer action and relieved her of the burdens of ongoing litigation. The court's order granting relief from the automatic stay allows Lariat to proceed with its fraudulent transfer action against Barbara. The orders, however, merely maintain the status quo ante as to Barbara. Barbara argues that her case is better than the appellants' in Opportunity Finance, because the order there caused only a "potential indirect impact of altering adversary defendants' affirmative defenses," whereas the orders here "directly denied settlement relief or repose to [Barbara] on the merits." Barbara has it backwards. The orders in Opportunity Finance eliminated defenses provided by the Bankruptcy Code and at least arguably diminished the pre-existing rights of the persons who sought to appeal; the orders in this case simply disapproved a proposed settlement that arose only in the bankruptcy proceedings and maintained the previously existing state of affairs for Barbara. Whatever risk of liability and burden of litigation that Barbara might face in the fraudulent transfer action pre-existed Michael's bankruptcy proceeding. The bankruptcy court's orders do not increase Barbara's burdens or diminish her rights. Aside from Barbara's inability to achieve a settlement, she complains that the bankruptcy court's orders "effectively foreclose" her from arguing in state court that the bankruptcy case eliminated Lariat's rights to pursue the fraudulent transfer action. She cites the bankruptcy court's order that the automatic stay is terminated, such that Lariat "may exercise its rights and remedies under applicable nonbankruptcy law with respect to continuing the pending fraudulent conveyance action." The Court expresses no view on the status of Lariat's rights, but the Court disagrees with Barbara's premise. Nothing in the bankruptcy court's order prevents Barbara from arguing in state court that Lariat's rights have been altered in some way by the bankruptcy proceedings. The order establishes only that the automatic stay is lifted so that Lariat may pursue whatever rights and remedies are available to it. For the foregoing reasons, Barbara Wigley is not a person aggrieved by the orders of the bankruptcy court, and she does not have standing to appeal those orders. The appeal is therefore dismissed. A full-text copy of the 8th Circuit's Decision dated March 29, 2018 is available at: http://bankrupt.com/misc/mnb14-40541-342.pdf The bankruptcy case is in re: Michael Robert Wigley (Bankr. D. Minn. Case No. 16-4075). NEPHROS INC: Sandra Pessin Has 4.3% Stake as of April 17 -------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Nephros, Inc. as of April 17, 2018: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ---------- Norman H. Pessin 1,613,567 2.5% Sandra F. Pessin 2,732,707 4.3% Brian Pessin 856,067 1.3% The aggregate purchase price of the 1,613,567 shares of Common Stock owned by Norman H. Pessin is approximately $715,498, including brokerage commissions. The shares of Common Stock owned by Norman H. Pessin were acquired with personal funds. The aggregate purchase price of the 2,732,707 shares of Common Stock owned by Sandra F. Pessin is approximately $1,230,476, including brokerage commissions. The shares of Common Stock owned by Sandra F. Pessin were acquired with personal funds. The aggregate purchase price of the 856,067 shares of Common Stock owned by Brian Pessin is approximately $376,084, including brokerage commissions. The shares of Common Stock owned by Brian Pessin were acquired with personal funds. Norman Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly. Sandra F. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly. Brian Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly. A full-text copy of the regulatory filing is available at: https://is.gd/SmE7YT About Nephros, Inc. River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which are generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. Nephros incurred a net loss of $809,000 in 2017 following a net loss of $3.03 million in 2016. As of Dec. 31, 2017, Nephros had $4.98 million in total assets, $3.03 million in total liabilities and $1.95 million in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company's recurring losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern. NEW YORK CRANE: Court Confirms Chapter 11 Plan ---------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York issued an order finally approving the disclosure statement and confirming the plan New York Crane & Equipment Corp. and its debtor affiliates. On January 11, 2018, the Plan proponents filed the Original Plan and the Original Disclosure Statement. On February 28, 2018, the Plan Proponents filed the Amended Plan and the Amended Disclosure Statement. On March 27, 2018, the Plan Proponents filed the Second Amended Plan. About New York Crane New York Crane & Equipment Corp., J.F. Lomma Inc. (De.), J.F. Lomma Inc. (N.J.) operate crane, trucking and rigging companies doing business in New York City and other parts of the country. James Lomma is the president and sole shareholder. New York Crane, J.F. Lomma Inc. (De.), J.F. Lomma Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 16-40043) on Jan. 6, 2016. James F. Lomma, president, signed the petitions. New York Crane & Equipment disclosed total assets of $9.8 million and total debts of $22.05 million. Judge Carla E. Craig presides over the cases. The Debtors have hired Goldberg Weprin Finkel Goldstein LLP as their counsel; LaMonica Herbst & Maniscalco, LLP, as special counsel; Robert L. Friedbauer CPA PC as accountant; Marcum LLP as financial advisor; and Pro Star Pilatus Center LLC as Broker in relation to an Aircraft Remarketing Agreement. LaMonica Herbst & Maniscalco, LLP, is serving as special litigation and conflicts counsel to James F. Lomma. On Feb. 12, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Togut, Segal & Segal LLP as its counsel. On June 23, 2017, Perry Mandarino was appointed as the Chapter 11 trustee for James F. Lomma. NINE WEST: U.S. Trustee Forms Seven-Member Committee ---------------------------------------------------- William K. Harrington, the U.S. Trustee for Region 2, on April 19 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Nine West Holdings, Inc., and certain of its subsidiaries. The committee members are: (1) Aurelius Capital Management, LP Attn: Dan Gropper, Managing Director 535 Madison Avenue, 22nd Floor New York, NY 10022 Tel: (646) 445-6570 (2) GLAS Trust Company LLC Attn: Adam Berman, Vice President 230 Park Avenue, 10th Floor New York, NY 10169 Tel: (212) 808-3051 (3) Hongkong Hing Wing Development Limited Attn: Shengwei Chen, President MSHM2146 RM 1007 10/F HO KING CTR NO-216, FA Yuen Street, MongKok, Kl Tel: (852) 6118-0308 (4) Pension Benefit Guaranty Corporation Attn: Olga Lionakis, Financial Analyst 1200 K Street NW Washington, DC 20005-4026 Tel: (202) 326-4000 Ext 4779 (5) Simon Property Group Attn: Ronald M. Tucker, Vice President/Bankruptcy Counsel 225 W. Washington Street Indianapolis, IN 46204 Tel: (317) 263-2346 (6) Stella International Trading (Macao Commercial Offshore) Limited Attn: Don Lee, Chief Financial Officer Flat C, 20/F., MG Tower 133 Hoi Bun Road Kowloon, Hong Kong Tel: (852) 2956-1339 (7) U.S. Bank National Association Attn: Julie J. Becker, Vice President 60 Livingston Avenue EP-MN-WSID St. Paul, MN 55107 Tel: (651) 466-5869 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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. NMSOOH INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- NMSOOH, Inc. 18-72671 d/b/a National Media Services 1385 Bangor Street Copiague, NY 11726 NMS Fabrications, Inc. 18-72675 28 Otis Street Units 2A and 2B West Babylon, NY 11704 Business Description: National Media Services is a privately held company in Copiague, New York that operates in the marketing and advertising industry. Chapter 11 Petition Date: April 20, 2018 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Louis A. Scarcella (18-72671) Hon. Robert E. Grossman (18-72675) Debtors' Counsel: Richard J. McCord, Esq. CERTILMAN BALIN ADLER & HYMAN, LLP 90 Merrick Avenue East Meadow, NY 11554 Tel: (516) 296-7801 Fax: (516) 296-7111 E-mail: rmccord@certilmanbalin.com Assets and Liabilities: Estimated Estimated Assets Liabilities --------- ----------- NMSOOH, Inc $0 to $50,000 $1 mil.-$10 million NMS Fabrications $0 to $50,000 $1 mil.-$10 million The petitions were signed by Eric S. Drucker, president/chief executive officer. The Debtors failed to incorporate in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/nyeb18-72671.pdf http://bankrupt.com/misc/nyeb18-72675.pdf NORTHWEST TERRITORIAL: Wins Clawback Suit vs D. Erdmann ------------------------------------------------------- In the adversary proceeding captioned MARK CALVERT, as Chapter 11 Trustee of Northwest Territorial Mint, LLC., Plaintiff, v. DIANE ERDMAN, an individual, Defendant, Adv. Case No. 16-01217-CMA (W.D. Wash.), Bankruptcy Judge Christopher M. Alston entered a judgment against Ms. Erdmann and in favor of the Trustee. The Court conducted a bench trial in this adversary proceeding on Jan. 30 and 31, 2018. At trial, the Trustee asserted the Mint's payment of Ms. Erdmann's personal American Express bills gave rise to claims of constructive and intentional fraudulent transfers under the Washington Uniform Fraudulent Transfer Act and United States Bankruptcy Code, and a claim of unjust enrichment under Washington State law. Ms. Erdmann asserted that the obligations satisfied by the payments to American Express largely benefitted the Mint and contested liability. Upon assessment of the arguments and evidence presented, the Court finds and concludes that the Mint's payments to American Express were for the benefit of Ms. Erdmann, the Mint did not receive reasonably equivalent value for the payments, and the Mint knew or should have known it was unable to pay its debts when they became due when it made the payments. As a consequence, the Mint's payments to American Express that were, at least in part, for personal expenses constituted constructively fraudulent transfers under the Washington Uniform Fraudulent Transfer Act. The Trustee will be awarded judgment against Ms. Erdmann in the amount of those payments less the Amex Account charges for business expenses, for a total judgment amount of $430,462, plus post-judgment interest at the federal judgement rate. However, Ms. Erdmann is entitled to credit for the value conveyed to the Mint with each payment. A full-text copy of the Court's Memorandum Decision dated March 28, 2018 is available at https://is.gd/pabOTT from Leagle.com. Mark Calvert, Plaintiff, represented by Michael J. Gearin -- mike.gearin@klgates.com -- K&L Gates LLP & David C. Neu -- david.neu@klgates.com -- K&L Gates LLP. Mark Calvert, Trustee, Plaintiff, represented by Brian T. Peterson -- brian.peterson@klgates.com -- K&L Gates LLP. Diane Erdman, an individual, Defendant, pro se. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. ORION HEALTHCORP: IRS Opposes Financing Motion ---------------------------------------------- BankruptcyData.com reported that the Internal Revenue Service (IRS) filed with the U.S. Bankruptcy Court an objection to Orion Healthcorp's financing motion. According to BankruptcyData, the IRS asserted, "Preliminarily, the IRS notes that the Civil Division of the Department of Justice has previously filed a limited objection that focuses primarily on $55,267,485 that is the subject of a seizure unrelated to federal tax issues (Doc. 71). Pursuant to 28 C.F.R. section 0.70, the Tax Division of the Department of Justice represents the United States in regard to federal tax issues. Some of the arguments made in the First U.S. Objection are more generic and the IRS concurs in that objection in all respects, including but not limited to its reservation of any rights of setoff or recoupment. As of this date, due to the size and scope of this bankruptcy proceeding, the IRS is still attempting to determine whether any of the debtors have any prepetition federal tax liabilities." BankruptcyData noted that in addition, "Even if that is not the case, it is not uncommon for bankruptcy estates to incur administrative tax expense without fully paying such expense in the ordinary course of business. The IRS is therefore concerned that its rights and those of the estate's fiduciary (debtor in possession or future trustee) not be pretermitted before there is even adequate time to investigate, let alone a live case or controversy. The IRS also respectfully submits that aspects of the proposed order as well as the Interim Order (Doc. 50) are simply improper at this stage of any case and that the Court should be protecting the interests of creditors regardless of the apparent willingness of the debtors in possession to abdicate." About Constellation & Orion Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Orion Healthcorp and its affiliates. ORION HEALTHCORP: Seeks Turnover of Parmar Redemption Payments -------------------------------------------------------------- BankruptcyData.com reported that Orion Healthcorp filed with the U.S. Bankruptcy Court a complaint against Parmjit Singh Parmar, Ravi Chivukula, Sotiros Zaharis, Naya Constellation Health, Alpha Cepheus, Constellation Health Investment, First United Health, Taira no Kiyomori, Blue Mountain Healthcare, Destra Targeted Income Unit Investment Trust, Constellation Health Group, Constellation Health, United States of America and Young Conaway Stargatt & Taylor, in its capacity as Escrow Agent. The complaint alleges, "Based on the artificially increased stock price, Parmar, Zaharis, and Chivukula were able to secure a purchase price of $309.4 million (the 'Acquisition Price') for CHT in connection with the Merger. CHT's shareholders were paid $3.36 per share - a 45% premium on the pre-Merger stock price - based on the artificially inflated price of CHT's stock. In total, Parmar and the Parmar Entities were paid no less than $55,267,485.28, presently being held in escrow (the 'Escrow Funds'), plus other cash and consideration in exchange for their CHT shares (the 'Parmar Shareholder Redemption Payments')." BankruptcyData noted that under the Complaint, Plaintiffs, as debtors in possession and on behalf of their bankruptcy estates, hereby seek, among other things, turnover of the stolen Parmar Shareholder Redemption Payments, including the Escrow Funds, pursuant to Sections 542 and 543 of the Bankruptcy Code and state law common law. Alternatively, Plaintiffs hereby seek to set aside and recover as fraudulent transfers, among other things, the Escrow Funds, in addition to all the Parmar Shareholder Redemption Payments, pursuant to Sections 544, 548, and 550 of the Bankruptcy Code and Sections 1304 and 1305 of the Delaware Uniform Fraudulent Transfer Act ('DUFTA'). Plaintiffs also seek relief against Young Conaway Stargatt & Taylor, LLP, in its capacity as escrow agent (the 'Escrow Agent'), to wit: (i) a constructive trust for the benefit of the Debtors over any portion of the Parmar Shareholder Redemption Payments in its possession, custody, or control, and, specifically, the Escrow Funds, and (ii) a permanent injunction enjoining the Escrow Agent from distributing any portion of the Shareholder Redemption Payments in its possession, custody, or control, including, without limitation, approximately the $55 million in Escrowed Funds being held by the Escrow Agent. OSCAR SQUARED: $390K Sale of Taunton Property to Varley Approved ---------------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Oscar Squared, Inc.'s private sale of the property known and numbered as Lots 138A, 188A & 189A and Parcels A & B, Berkley Street, Taunton, Massachusetts to Dereck Varley or his nominee for $390,000. The sale is free and clear of all liens, claims, encumbrances and other monetary interests of any kind. Remaining liens on the Property will attach to or affect the proceeds of the sale to the same extent, and in the same order of priority, as each such interest now attaches to or affects the Property subject, in each case, to the Court's power to determine subsequently the validity, extent and priority of any liens, encumbrances or other interest. The Debtor is authorized to pay at the time of the closing: (i) all ordinary and usual closing costs customarily paid by a seller of real estate in Massachusetts, including registry fees and deed stamps; (ii) any assessed real estate taxes that are due and owing to the City of Taunton as of the date of the closing; and, (iii) the remaining proceeds to Mechanics Cooperative Bank. Notwithstanding the provisions of Fed. R. Bankr. P. 6004(h), the Order will be effective as of the date it is entered. If the sale is not completed by the Buyer, the Court, without further hearing may approve the sale of the Property to the next higher bidder. About Oscar Squared Oscar Squared, Inc., is a single asset real estate entity that owns an undeveloped parcel of land on Berkley Street in Taunton, Massachusetts. Oscar Squared has two secured creditors: (1) Mechanics Cooperative Bank, which holds a first mortgage on the Property; and, (2) the Acheson Family Trust, which holds a second mortgage. Oscar Squared's bankruptcy case was precipitated by an impending foreclosure sale of the Property by Mechanics. However, the Property has been listed for sale, and is currently under agreement. The Debtor intends to sell the Property in order to satisfy its current obligations to the Secured Creditors. Oscar Squared filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 18-10223) on Jan. 24, 2018. The Debtor hired David B. Madoff, at Madoff & Khoury LLP, as counsel. OWENS & MINOR: Fitch Lowers LongTerm Issuer Default Rating to BB ---------------------------------------------------------------- Fitch Ratings has downgraded the long-term Issuer Default Rating (IDR) of Owens & Minor, Inc.'s (OMI) to 'BB' from 'BB+' and has placed the rating on Rating Watch Negative (RWN). The downgrade reflects the outlook for weaker operating performance due to heightened competition and accelerating pricing pressure. Resolution of the Rating Watch will depend upon the outcome of several expected near-term developments, including the final terms of OMI's financing plan for the pending acquisition of the S&IP business of Halyard Health, Inc. and the 2018 outlook for OMI's core business, Byram Health and the pending S&IP acquisition. KEY RATING DRIVERS Steady Market Share Albeit with Customer and Supplier Concentration: OMI holds a strong share of the steady market for the distribution of medical-surgical (med-surg) products to U.S. acute care providers. Fitch believes OMI's strategy, which is based on organic and acquisition growth, positions it to grow modestly over the forecast period through 2021. OMI's core med-surg business is expected to experience weaker margins over the medium term compared with the past several years particularly in light of ongoing expansion initiatives among large integrated care delivery networks (IDNs) in the U.S and the concentration of purchasing power among group purchasing organizations (GPOs). Competitive Environment; Shrinking Pricing and Purchasing Power Contribute to Weaker Operating Results: The medical/surgical supply distribution industry in the United States and Europe is highly competitive and characterized by pricing pressure, which accelerated in 2017 and put further margin pressure on OMI. Fitch expects this margin pressure will continue over the next several years. OMI competes with other national distributors (for example, McKesson, Cardinal Health, Medline, Inc.) and a number of regional and local distributors, as well as customer self-distribution models and, to a lesser extent, certain third-party logistics companies. OMI's success depends on its ability to compete on price, product availability, delivery times and ease of doing business while managing internal costs and expenses. In 2017, OMI experienced significant compression of its operating margins as well as the effects of a loss of a large customer in 2016 and lower income from manufacturer product price changes compared with the prior year. Fitch expects gross margin pressure will continue in 2018. Customer Concentration: OMI reported in its annual report on Form 10-K that its top-ten customers in the United States represented approximately 23% of its consolidated net revenue. In addition, in 2017, approximately 78% of its consolidated net revenue was from sales to member hospitals under contract with its largest GPOs: Vizient, Premier and HPG. As a result of this concentration, OMI could lose a significant amount of revenue as a result of the termination of a key customer or GPO relationship. For example, in April 2016, OMI announced the loss of its largest IDN customer, which had accounted for approximately $525 million of revenue in 2015. The termination of its relationship with a given GPO would not necessarily result in the loss of all of the member hospitals as customers, but the termination of a GPO relationship, or a significant individual healthcare provider customer relationship could adversely affect OMI's debt servicing capabilities. Supplier Concentration: In 2017, OMI reported that sales of products of its ten-largest domestic suppliers accounted for approximately 54% of consolidated net revenue. In the domestic segment, sales of products supplied by Medtronic, Johnson & Johnson and Becton Dickinson accounted for approximately 11%, 9% and 9% of consolidated net revenue for 2017, respectively. OMI's ability to sustain adequate operating earnings has depended, and will continue to depend on its ability to obtain favorable terms and incentives from suppliers, as well as suppliers continuing use of third-party distributors to sell and deliver their products. Entering Home Health Distribution: Fitch views the home health segment that OMI is entering through the Byram acquisition as a logical extension of its relationship with existing supplier customers and should benefit from more favorable tailwinds and customer concentration than in other post-acute settings. Nonetheless, this segment has limited overlap with OMI's business, introduces new operational and financial risks; Fitch has not incorporated any cost or revenue synergies into its projections related to the Byram acquisition. Acquisition of Halyard Health Business: The proposed acquisition of the surgical and infection prevention business of Halyard Health offers OMI the opportunity to increase its scale and profitability by expanding the portfolio of products it can distribute through its existing markets and to open new channels. However, the acquisition materially raises the company's gross leverage and integration risk at a time when the company is also attempting to attain improved operational efficiencies of core businesses. Fitch has assumed that revenues of the S&IP business will grow at 2% over the medium term and OMI will realize synergies of approximately $50 million over the same period. Modest FCF Relative to Pro-Forma Debt, Future Acquisitions in Focus: Fitch expects OMI will maintain dividends at the current rate and will eliminate share repurchases. Fitch views the Halyard transaction as a shift in strategy to emphasize leveraged acquisitions in response to accelerating pricing pressure; as a result, Fitch believes OMI's credit profile carries significantly higher risk and the RWN reflects the uncertainty surrounding OMI's operating results and the extent and timing of deleveraging. DERIVATION SUMMARY OMI's smaller scale in an industry with high fixed costs, where scale influences leverage with suppliers and customers, and modestly higher leverage all lead Fitch to rate the company below AmerisourceBergen Corp. (A-/ Stable), Cardinal Health, Inc. (BBB+/Negative) and McKesson Corp. (BBB+/Stable). OMI competes with other regional and local distributors, as well as customer self-distribution models and, to a lesser extent, certain third-party logistics companies. In contrast to other larger distributors, Fitch considers OMI to be less diversified by customer, revenues and suppliers. OMI's 'BB' IDR/RWN also reflects the company's recent significant increase in financial risk following the leveraged acquisition of Byram Healthcare and the pending acquisition of the S&IP business of Halyard Health, as well as heightened competition and accelerating pricing pressure in its core business. These risks are somewhat offset by OMI's good competitive position as a leading healthcare distribution company and in customer loyalty, albeit at low absolute margins. In 2017, OMI has completed one acquisition (Byram Healthcare) for approximately $380 million and has entered into an agreement to acquire the surgical and infection prevention business of Halyard Health, Inc. for approximately $710 million, which is expected to close in second-quarter 2018. The result is that OMI's leverage may remain at or above 5x through year-end 2019. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer -- Total revenues grow at a 3.5% CAGR through 2021, which is driven principally by the contributions of Byram and Halyard; -- Operating EBITDA margins increase to approximately 3.3% through 2021 consistent with the contributions from acquisitions and improved cost management as well as a lower base of revenues; -- The Byram acquisition generates annualized revenue growth of approximately 5% with a high single digit margin; -- The Halyard acquisition closes in second-quarter 2018 and generates annualized revenue growth of 2% with a high single digit margin over the forecast period; -- Fitch assumes OMI will fund the S&IP business acquisition with new term loan financing of approximately $750 million; -- Fitch assumes OMI spends $55 million-$60 million annually on capex through the forecast period. Fitch has also assumed OMI continues to pay common dividends at its current rate. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Positive rating momentum is unlikely over the next couple of years due to the company's shift to growing through leveraged acquisitions and the expectation of heightened competition. If the addition of the Byram and Halyard acquisitions contribute to both revenue and EBITDA growth, along with stable growth in the core business resulting in debt/EBITDA approaching 3.5x, an upgrade to 'BB+' could be supported. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A downgrade of the IDR of one notch to 'BB-' is probable if the pending acquisition of S&IP business of Halyard Health is completed and the company increases its debt by approximately $750 million. In the event the acquisition debt and existing credit facilities and notes become secured, Fitch anticipates that the rating of the new and existing debt would be rated at least one notch higher than the IDR with a Recovery Rating of RR2. If the pending acquisition is completed and Fitch's expectations for the consolidated performance of OMI through 2019 leads fitch to believe that OMI's debt/EBITDA will remain above 5x, a two notch downgrade of the IDR to 'B+' is possible. This scenario may result if Fitch believes that OMI will be unable to generate sufficient revenue and EBITDA growth to support its significantly higher debt load following the Byram and Halyard acquisitions. Fitch will evaluate OMI's updated outlook and plans to successfully integrate both acquisitions and reduce its debt load. LIQUIDITY OMI has an adequate source of liquidity, which is principally composed of a $600 million revolving credit facility; as of Dec. 31, 2017, there was approximately $105 million of borrowings under the facility. The company experienced significant deterioration in its operating cash flow in 2017 principally due to heightened competition, and accelerating pricing pressure; weakened operating cash flow combined with increased capex and maintenance of common stock dividends generated negative FCF. OMI is expected to incur at least $750 million of additional indebtedness in second-quarter 2018 in order to complete the pending surgical and infection prevention business of Halyard Health, Inc, which will significantly increase OMI's leverage and place even greater pressure on the company's sources of liquidity. FULL LIST OF RATING ACTIONS The following ratings have been downgraded and placed on Rating Watch Negative: Owens & Minor, Inc. -- IDR to 'BB' from 'BB+'; -- Senior unsecured notes to 'BB' from 'BB+'. Owens & Minor Distribution, Inc. / Owens & Minor Medical, Inc. / Barista Acquisition I, LLC / Barista Acquisition II, LLC -- IDR to 'BB' from 'BB+'; -- Senior unsecured revolving credit facility to 'BB' from 'BB+'; -- Senior unsecured term loan to 'BB' from 'BB+'. PAINTSVILLE INVESTORS: Taps DelCotto Law Group as Legal Counsel --------------------------------------------------------------- Paintsville Investors, LLC, received interim approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire DelCotto Law Group PLLC as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization and will provide other legal services related to its Chapter 11 case. The firm's hourly rates for its attorneys range from $175 to $495. Paralegals charge $150 per hour. DelCotto received $50,000, of which $17,347.25 was used to pay its pre-bankruptcy services and filing fee. Dean Langdon, Esq., at DelCotto, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dean A. Langdon, Esq. DelCotto Law Group PLLC 40104 200 North Upper Street Lexington, KY 40507 Phone: (859) 231-5800 Fax: (859) 281-1179 Email: dlangdon@dlgfirm.com About Paintsville Investors Paintsville Investors, LLC, which conducts business under the name Mountain Manor of Paintsville, is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. It provides inpatient nursing and rehabilitative services to patients who require continuous health care. Paintsville Investors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 18-70219) on April 9, 2018. In the petition signed by Franklin D. Fitzpatrick, trustee and manager, the Debtor disclosed $7.01 million in assets and $9.81 million in liabilities. Judge Tracey N. Wise presides over the case. PENTHOUSE GLOBAL: Trustee Taps Pachulski Stang as Legal Counsel --------------------------------------------------------------- David Gottlieb, the Chapter 11 trustee for Penthouse Global Media, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Pachulski Stang Ziehl & Jones LLP as his legal counsel. The firm will advise the trustee regarding his duties under the Bankruptcy Code; represent him in connection with financial and business matters; investigate potential causes of action; conduct examination of witnesses; and provide other legal services related to the Debtors' Chapter 11 cases. Linda Cantor, Esq., a partner at Pachulski and the attorney who will be representing the trustee, will charge an hourly fee of $975. Beth Dassa, the firm's paralegal, charges $375 per hour. Ms. Cantor disclosed in a court filing that the firm and its partners, of counsel and associates are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Pachulski can be reached through: Linda F. Cantor, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: 310-277-6910 Email: lcantor@pszjlaw.com About Penthouse Global Headquartered in Chatsworth, California, Penthouse Global Media, Inc. -- http://www.penthouseglobalmedia.com/-- was launched in February 2016 as an acquisition by veteran entertainment executive, Kelly Holland. The Company continues the 50+ year Penthouse brand legacy. The focal point of the business includes four main branches: broadcast, publishing, licensing and digital. Various Penthouse TV channels are available in over 100 countries. Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione and brought to the U.S. in 1969. Penthouse Global Media, Inc. and its affiliates filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11, 2018. In the petitions signed by Kelly Holland, CEO, Penthouse Media estimated its assets at up to $50,000 and its liabilities at between $10 million and $50 million. Penthouse Broadcasting estimated its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. Penthouse Licensing estimated its assets and liabilities at between $1 million and $10 million each. Judge Martin R. Barash presides over the case. Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss & Spees, LLP, serve as the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP, the Law Offices of Allan B. Gelbard and the Law Offices of Dermer Behrendt as litigation counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Jan. 30, 2018. The Committee retained Raines Feldman LLP as its legal counsel. On March 6, 2018, the court approved the appointment of David K. Gottlieb as Chapter 11 trustee. The Trustee tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel and Province, Inc., as financial advisor. PERSPECTA INC: Fitch Assigns 'BB+' LT Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has assigned a first-time 'BB+' Long-term Issuer Default Rating (IDR) to Perspecta Inc. and 'BBB-' issue level ratings to the company's senior secured debt. The Rating Outlook is Stable. Fitch's actions affect an anticipated $3.035 billion of total debt including a $600 million five-year revolving credit facility. DXC Technology is spinning off its U.S. Public Sector (USPS) business, which will combine with Vencore Holding Corporation and KeyPoint Government Solutions (portfolio companies of Veritas Capital) to form Perspecta. Perspecta will pay $984 million in cash consideration to DXC and $400 million to Veritas. It will also refinance $996 million of existing Vencore and KeyPoint debt and pay an estimated $108 million in transaction and financing fees. Perspecta will finance the transaction through $2.488 billion in borrowings under new senior secured credit facilities with total commitments of $2.835 billion. Additionally, Enterprise Services LLC, currently a subsidiary of DXC Technology (BBB+/Stable) will be contributed to Perspecta, and existing indebtedness obligations of Enterprise Services LLC, including approximately $300M balance in capitalized leases and expected $66M in EDS senior notes due 2029 outstanding (BBB+/Stable), will remain outstanding indebtedness at Enterprise Services LLC as it becomes the primary operating subsidiary of Perspecta upon the spin-off from DXC. The notes continue to benefit from an irrevocable guarantee of any principal and interest from HP Inc. (BBB+/Stable). As a result of the guarantee, Fitch expects no change in the legacy notes rating when the transaction closes, which is expected at the end of May. The ratings and Outlook reflect the combined businesses' contract and customer agency diversity relative to other IT and mission services providers, which Fitch believes reduces the operating profile risk of the entities on their own, and compared with their peers on a combined basis. Additionally, Perspecta's prospective high teens operating EBITDA margin, which is roughly five points higher than the average of its peers on a pro forma basis, reflecting an approximately 20 percentage points higher proportion of fixed-price contracts, supports its capacity to bear leverage. Fitch expects Perspecta's total debt with equity credit to operating EBITDA to be 4.5x at close. Fitch believes Perspecta will reduce gross leverage to 3.5x over the ratings horizon through roughly one point of margin expansion, driven by synergies and through discretionary debt pay down, in line with the company's 3x net leverage target. Additionally, Fitch has notched the senior secured issue ratings above Perspecta's IDR and assigned a 'RR1' based upon expected recovery, which Fitch believes is superior. KEY RATING DRIVERS Business Diversity: As a combined entity with IT and mission services, Perspecta's operating profile should benefit from balanced agency and contract exposure and a favorable contract mix that both reduces risk and expands the overall opportunity set. A third of Perspecta's customer base is defense, a quarter civilian/state/local, a fifth intel, with the balance related to healthcare and other agencies. Margin & FCF Profile: Perspecta's pro forma adjusted EBITDA margin of 15.8% is roughly five points higher than the average of other major government services providers. This is a result of a prospective contract mix that is more than 50% fixed price, which tends to be higher margin. Fitch expects Perspecta will be able to realize half a point of margin expansion through cost synergies. Additionally, Fitch believes Perspecta will generate FCF (post-dividend) margins of 6% to 7% which is strong relative to its IT and mission services peers and supportive of its overall liquidity position and ability to make discretionary debt repayments. Leverage and Financial Policy: Leverage is 4.5x pro forma to the transaction, which Fitch expects Perspecta will reduce to 3.5x over the ratings horizon as a result of margin expansion and debt paydown. The company has targeted a net leverage ratio of 3x or below (which roughly corresponds with Fitch's 3.5x on a gross basis) and its leverage-based debt pricing structure provides incentive to achieve its target. Government Budget Tailwinds: Government IT spend overall is expected to grow low single digits over the ratings horizon and roughly double that at state and local levels, providing a tailwind to Perspecta's business. Fitch expects high single-digit growth in key digital areas including cloud, cybersecurity, and analytics to support growth. Additionally, mid-single-growth in the defense budget and low double-digit growth in the intelligence budget should support mission-oriented work. DERIVATION SUMMARY Perspecta will operate as a combined IT and mission services provider with similar scale and scope to CSRA (rated BBB-/Positive Watch) on a standalone basis. However, Perspecta's relatively weaker prospective credit protection metrics correspond to a lower rating category. Additionally, CSRA has been acquired by General Dynamics Corporation (rated A/Negative Watch), which has substantially greater scale, business diversity, and financial resources than Perspecta. Perspecta's margin and FCF profile compares favorably with other U.S. government IT and mission services providers (including Science Applications International Corporation, CAIC International Inc., Booz Allen Hamilton Holding Corporation, and Engility Holdings Inc.), due to its contract mix with a materially higher balance of fixed-price contracts. Perspecta will have a smaller scale than Leidos, but similar in size to SAIC, and Booz Allen, and larger than Engility. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Low single-digit revenue growth annually over the forecast period; -- Mid-teen operating EBITDA margins with approximately half a point of expansion; -- Low single-digit capital intensity and cash tax rate of 25% to 30%; -- $50 million dividend growing 5% annually; $50 million to $100 million in stock repurchases annually; -- Discretionary debt repayment to achieve 3x leverage target over ratings horizon. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Gross leverage expected to be sustained below 3x; -- Sustained mid-single digit revenue growth; -- FCF margin sustained above 8% to 9%. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Leverage expected to be sustained above 4x; -- Operating EBITDA margin sustained below 14%; -- Sustained revenue declines; -- FCF margin sustained below 3%; -- Loss of a significant contract. LIQUIDITY Adequate Liquidity: Fitch expects Perspecta to have $95 million in cash at close and to maintain $75 million in cash over the ratings horizon. Fitch believes Perspecta will manage its capital allocation across dividend payments, share repurchases, tuck-in acquisitions and voluntary debt repayment, so that it maintains $75 million of cash liquidity. Perspecta will have a $600 million revolving credit facility maturing in 2023, which Fitch expects to have approximately $550 million in undrawn availability at close. Fitch's expectation of $250 million to $300 million in annual post-dividend FCF over the forecast horizon also supports Perspecta's liquidity position. Manageable Debt Structure: Perspecta's maturities are staggered with TLA1 due 2021, TLA2 due 2023 and TLB due 2025. TLA2 and TLB amortization is $76.8 million and $4.0 million annually, respectively. Fitch expects Perspecta to make voluntary debt repayment of approximately $90 million annually in order to meet management's goal of achieving a 3x net leverage target. At close of the transaction Enterprise Services LLC and its associated $66 million in principal outstanding of legacy 7.45% notes due 2029 are expected to be spun into Perspecta with the change in ultimate parent from DXC Technology to Perspecta. Fitch currently rates the notes 'BBB+' and anticipates no change to the rating upon spin and change in ultimate parent at close as the notes bear a guarantee of any principal and interest by HP Inc. (BBB+) as successor to Hewlett-Packard Company, which provided an irrevocable guarantee in 2008 upon its acquisition of Electronic Data Systems, LLC. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Perspecta Inc. -- Long Term Issuer Default Rating 'BB+'; -- Senior secured revolving credit facility 'BBB-'/'RR1'; -- Senior secured term loans 'BBB-'/'RR1'. The Rating Outlook is Stable. PETROLIA ENERGY: Incurs $3.26 Million Net Loss in 2017 ------------------------------------------------------ Petrolia Energy Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $3.26 million on $148,835 of total revenue for the year ended Dec. 31, 2017, compared to a net loss of $1.87 million on $321,246 of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Petrolia had $13.57 million in total assets, $2.05 million in total liabilities and $11.51 million in total stockholders' equity. The report from the Company's independent accounting firm MaloneBailey, LLP, in Houston, Texas, 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 has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2017, the Company had total current assets of $142,612 and total assets in the amount of $13,577,572. Its total current liabilities as of Dec. 31, 2017, were $1,560,014 and its total liabilities as of Dec. 31, 2017 were $2,058,086. The Company had negative working capital of $1,417,402 as of Dec. 31, 2017. The Company's material asset balances are made up of oil and gas properties and related equipment. Its most significant liabilities include deferred salary to the Company's officers Paul Deputy $186,686, James Burns $61,620 and Zel Khan $200,000, and asset retirement obligation in the amount of $473,868. Operating activities used $937,157 in cash for the year ended Dec. 31, 2017. The Company's net loss of $3,261,284 was the main component of its negative operating cash flow, offset mainly by, stock-based compensation for employees of $325,747, stock based compensation for directors $394,154 and guarantor fees $524,502. Net cash used by investing activities for the year ended Dec. 31, 2017 was $9,256 primarily the result of the purchase of equipment for the field of $9,256. Cash provided by financing activities during the year ended Dec. 31, 2017 amounted to $960,359 and consisted of $112,065 in private placement offerings, $323,000 in private placement offering for related party, $292,600 in net advances from shareholders (funds provided primarily by Management and Board members for working capital) and $241,000 in proceeds from issuance of preferred stocks. During the year ended Dec. 31, 2017, the Company raised $325,000 through a private placement offering common shares with warrants authorized by the Board on Oct. 1, 2017. Also the Company raised $241,000 through a private placement offering of Series A Preferred Stock shares authorized by the Board on April 18, 2017. And the Company raised $110,065 through the exercise of outstanding warrants for 1,635,000 common shares. Also, in October 2017 and December 2017, the Company satisfied $78,000 through the issuance of 750,000 common shares for the outstanding balance owed to two consultants totaling $78,000. The Company continues to operate at a negative cash flow of approximately $90,000 per month. "Management is pursuing several initiatives to secure funding to increase production at both the SUDS and TLSAUs fields which together with anticipated increases in the price of crude oil may reduce the Company's monthly cash shortfall. The total amount required by the Company to accomplish this objective is approximately $1,000,000, which funding may not be available on favorable terms, if at all," the Company stated in the SEC filing. A full-text copy of the Form 10-K is available for free at: https://is.gd/xIuady 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). PHOENIX RISES: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: The Phoenix Rises, LLC 934 East 51st Street Brooklyn, NY 11203 Business Description: The Phoenix Rises, LLC, owns the real property and improvements located at 934 E. 51st Street, Brooklyn, New York. Chapter 11 Petition Date: April 19, 2018 Case No.: 18-42184 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6399 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Mark Bobb, managing member. 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/nyeb18-42184.pdf PITTSBURGH ATHLETIC: May File Plan Until Confirmation Hearing Ends ------------------------------------------------------------------ The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania has extended Pittsburgh Athletic Association and Pittsburgh Athletic Association Land Company's exclusive right to file a plan of reorganization and to obtain acceptances of the plan to the conclusion of the plan confirmation hearing or hearings on the Debtors' pending plan. A copy of the court order is available at: http://bankrupt.com/misc/pawb17-22222-669.pdf As reported by the Troubled Company Reporter on April 4, 2018, the Debtors asked the Court to extend by an additional 30 days the deadlines so that the Debtors may continue their exclusivity rights through the plan confirmation process without the intercession of other proposed plans and without interference in obtaining Plan acceptance. On March 16, 2018, the Debtors filed a revised Amended Plan to address a scrivener's error. The Amended Plan calls for reorganization of the Debtors through the redevelopment of the Property and continuation of PAA. However, the exclusivity period will expire prior to confirmation of the Plan due to the Confirmation Hearing being scheduled for April 17, 2018. The Debtors request an additional extension of 30 days of the exclusivity deadlines so that they may continue their exclusivity rights through the confirmation process without the intercession of other proposed plans and without interference in obtaining plan acceptance. The 30-day extension will provide Debtors with time to finalize the redevelopment of the Debtors' property through a closing to occur after confirmation, as well as, to prepare for confirmation, to obtain confirmation and implement the Amended Plan to achieve a successful reorganization of the Debtors. About Pittsburgh Athletic Association Pittsburgh Athletic is a private social club and athletic club in Pittsburgh, Pennsylvania, USA. Its clubhouse is listed on the National Register of Historic Places. Pittsburgh Athletic is a nonprofit membership club chartered in 1908. It ran into financial difficulties and had its liquor license temporarily suspended for not paying Allegheny County drink taxes. Affiliated debtors Pittsburgh Athletic Association (Bankr. W.D. Pa. Case No. 17-22222) and Pittsburgh Athletic Association Land Company (Bankr. W.D. Pa. Case No. 17-22223) filed for Chapter 11 bankruptcy protection on May 30, 2017. The Debtors each estimated their assets and liabilities at between $1 million and $10 million each. The petitions were signed by James A. Sheehan, president. Judge Jeffery A. Deller presides over the case. Jordan S. Blask, Esq., at Tucker Arensberg, P.C., serves as the Debtors' bankruptcy counsel. Gleason & Associates, P.C., is the Debtors' financial advisor. Holliday Fenoglio Fowler, L.P., is the Debtors' real estate advisors. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee hired Leech Tishman Fuscaldo & Lampl, LLC, as counsel. PREGIS HOLDING: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on U.S.-based Pregis Holding I Corp. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's first-lien credit facility. The '3' recovery rating is unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. S&P said, "The affirmation reflects our belief that Pregis will continue to reduce leverage below 6x over the next 12 months, as it improves EBITDA margins via pricing improvements to offset increases in resin costs, and the full-year EBITDA contribution from the Sharp Packaging Systems LLC acquisition completed during 2017. In addition, we expect that the company's financial policy decisions, specifically regarding future acquisitions and shareholder returns, will support this level of leverage. "The stable outlook on Pregis reflects our expectation that the company will reduce leverage to the 5x-6x range over the next 12 months as it realizes the full-year benefit of acquisitions completed over the last year, including synergies. We expect that Pregis may continue to pursue small bolt-on acquisitions as part of its growth strategy, but our forecast does not contemplate large debt-funded transactions that would meaningfully increase leverage. "We could lower our ratings on Pregis if a severe economic downturn leads to sustained weakness in the company's sales volume and compresses its profit margins, or the company pursues large debt-financed acquisitions, causing its adjusted debt to EBITDA to increase above 7x for a sustained period without prospects for improvement. Additionally, we could lower our rating on the company if unexpected capital outlays and revolver borrowings cause the company's liquidity to deteriorate or if we believe the company would have difficulty extending the revolver maturity. "While unlikely over the next 12 months due to its track record of debt-financed acquisitions, we could raise our rating if the company reduces leverage below 5x and we believe it is committed to maintaining financial policies that would support this level of leverage." PREMSAGAR MULKANOOR: Suit vs Harvey City Dismissed -------------------------------------------------- Judge Jack B. Schmetterer grants the Defendant's motion to dismiss the adversary proceeding captioned PREMSAGAR MULKANOOR, Plaintiff, v. THE CITY OF HARVEY, Defendant, Adversary No. 17 AP 00388 (N.D. Ill.). Plaintiff is an individual debtor who has developed and owns several pieces of property, including the property underlying the subject adversary proceeding, a Marathon Gas Station and Minimart Convenience Store Facility located at 16643 S. Halsted Street, Harvey, Illinois 60426. Plaintiff filed his petition for Chapter 11 bankruptcy relief on June 21, 2017. The instant adversary proceeding was filed on July 26, 2017. Plaintiff alleges that he is owed $250,000, plus interest, costs, and attorney's fees on TIF reimbursement funds that were allegedly promised, but never issued to him by the City. In his Second Amended Complaint, Plaintiff pleads two counts. First, he seeks to enforce what he considers vested property rights. He states that in good faith reliance on certain ordinances, he developed his gas station and followed all instructions by the City to get his TIF reimbursement. He seeks to enforce a City Ordinance and its Resolution No. 1850 in order to receive the TIF payments allegedly due. Second, Debtor alternatively pleads equitable and promissory estoppel, arguing that he justifiably relied upon the Ordinance and Resolution and expended $750,000 in construction expenses. Again, Plaintiff also seeks to recover the $250,000 TIF reimbursement plus costs, interest, and attorney's fees. Defendant, the City of Harvey, filed its motion to dismiss on Nov. 28, 2017. The City argues that in order to compel it to perform a nondiscretionary distribution of funds (what it describes as a Mandamus complaint), Plaintiff must show that he is clearly entitled to relief and that the city is clearly required to act, citing Cebertowicz v. Madigan. Defendant states that Plaintiff has not met this burden because the Agreement he attached to the complaint is unsigned by both parties, and the ordinance clearly stated that TIF reimbursement was contingent upon approval of the City of Harvey. Defendant argues that because the document attached to Plaintiff's complaint is unsigned, that exhibit controls, and Plaintiff has not proven that he has an unequivocal right to relief as result, citing N. Ind. Gun & Outdoor Shows v. City of S. Bend. As such, the necessary contingent act of getting the City's approval could not have occurred and Plaintiff is not entitled to relief. Furthermore, City states that Plaintiff would only be due TIF funds based on an "increase in the current equalized assessed valuation," of the property. Defendant argues that Plaintiff has failed to plead that the $750,000 he expended in redevelopment costs have attributed to the increase in that current equalized value over and above the initial equalized value of the property, and thus, Plaintiff is not entitled to any TIF reimbursement as he has not shown an increase. The parties discuss two issues in the motion to dismiss and subsequent responses. First, whether Plaintiff is entitled to relief under his theory of vested property rights pursuant to Ordinances and Resolution No. 1850 and the Redevelopment Agreement. In connection with this issue, Defendant also raises the question of whether Plaintiff's suit is a petition for a writ of mandamus, and if so, whether Plaintiff has met the necessary burden to bring such a suit against the City in the first place. And second, whether Plaintiff is entitled to relief pursuant to his alternative theories of equitable and promissory estoppel. Plaintiff and Defendant also discuss the correct method of calculation for any TIF reimbursement to Plaintiff, and whether that methodology impacts Plaintiff's right to relief. Plaintiff argues in his pleadings that the City's passage of Ordinance and Resolution No. 1850 and the alleged approval of the Redevelopment Agreement vests contractual or quasi-contractual rights in him upon which he may sue. While Plaintiff is correct that in Illinois, a municipality and its officers may be sued under contractual and quasi-contractual theories without recourse to a mandamus action, he is still not entitled to relief under either of those theories. In order to state a breach of contract claim, the plaintiff must plead, "(i) the existence of a valid contract; (ii) he performed the contract; (iii) the City breached the contract; and (iv) damages as a result." Id. Plaintiff has failed on the very first element, as he has not shown that a valid contract exists. Plaintiff alternatively argues in Count II of his complaint that he is entitled to relief under a theory of equitable and promissory estoppel. Once again, Plaintiff is correct that in Illinois a municipality and its officers may be sued under estoppel theories separate and apart from a petition seeking a writ of mandamus. A plaintiff may invoke the doctrine of estoppel when his action, "was induced by the conduct of municipal officers, and where in the absence of such relief he would suffer a substantial loss and the municipality would be permitted to stultify itself by retracting what is [sic] agents had done." Id. Thus, pursuant to Illinois precedent, "[t]wo essential elements of such an estoppel doctrine are an affirmative act on the part of the city itself and that the affirmative act induced the complained-of action." Id. However, Plaintiff is not entitled to relief under his theory of estoppel because he has failed to allege an affirmative act on the part of the city or an unambiguous promise necessary to plead promissory estoppel. For the foregoing reasons, Defendant's motion to dismiss will be granted and Plaintiff's Second Amended Complaint will be entirely dismissed with prejudice. A full-text copy of the Court's Memorandum Opinion dated March 29, 2018 is available at https://is.gd/Kg0BrW from Leagle.com. Premsagar Mulkanoor, Plaintiff, represented by Devvrat V. Sinha -- dev@weissberglaw.com -- Weissberg Associates, Ltd. & Ariel Weissberg -- ariel@weissberglaw.com -- Weissberg & Associates, Ltd. The City of Harvey The City of Harvey, Defendant, represented by Mark D. Roth, Orum & Roth LLC. Premsagar Mulkanoor filed a Chapter 11 Petition (Bankr. N.D. Ill. Case No. 17-18799) on June 21, 2017. The Debtor is represented by Devvrat V. Sinha and Ariel Weissberg, Esq. at Weissberg & Associates, Ltd. PRIMERA ENERGY: Bankr. Court Allows Expert Witness to Testify ------------------------------------------------------------- In the case captioned PRIMERA ENERGY, LLC, CHAPTER 11, Debtor. FREDERICK PATEK, et al., Plaintiffs, V. BRIAN K. ALFARO; PRIMERA ENERGY, LLC; ALFARO OIL AND GAS, LLC; ALFARO ENERGY, LLC; KING MINERALS, LLC; SILVER STAR RESOURCES, LLC; 430 ASSETS, LLC, A MONTANA LLC; KRISTI MICHELLE ALFARO; BRIAN AND KRISTI ALFARO, AS TRUSTEES OF THE BRIAN AND KRISTI ALFARO LIVING TRUST; and ANA AND AVERY'S CANDY ISLAND, LLC, Defendants, Adversary No. 15-05047-CAG (Bankr. W.D. Tex.), Bankruptcy Judge Craig A. Gargotta entered an order denying Defendants' motion to exclude expert witness and memorandum of law in support thereof. On March 10, 2017, Plaintiffs filed their Designation of Testifying Expert and their Amended Witness and Exhibit List, which designated attorney Brandon Barchus as an expert on attorney's fees sought by Plaintiffs in this matter. No leave of court was requested to file the Amended Witness and Exhibit List. On March 16, 2017, Defendants filed their Motion to Exclude. On March 21, 2017, the Court entered an Agreed Order Abating Defendants' Motion to Exclude Brandon Barchus as Expert Witness. The parties filed their Joint Pretrial Order on Feb. 27, 2017. Further, Defendants filed their Notice of Service of Defendants' Initial Disclosures on Nov. 14, 2016. The Scheduling Order in this case set Rule 26 disclosures to be due by Nov. 8, 2016. The Scheduling Order did not contain a time frame whereby expert witnesses must be disclosed. Therefore, parties were bound by the default rule under Rule 26(a)(2)(D) provides that experts must be designated ninety days before trial. Defendants request that the Court exclude the testimony of Barchus because Plaintiffs did not (1) designate Barchus as an expert in Plaintiffs' Rule 26 disclosures; (2) identify Barchus as an expert in response to the Alfaro Entities' Discovery Requests to the Plaintiffs served on Defendants on February 17, 2017; and (3) identify Barchus as a witness in the parties' Joint Pretrial Order. In summation, Defendants' allege that Plaintiffs' failed on three separate occasions to identify Barchus as an expert witness and therefore, his testimony should be excluded. Plaintiffs concede that under the operative rules, their designation of Barchus as an expert was not timely. Plaintiffs, however, allege that the delay in designating Barchus as an expert was not intentional and simply due to the mistaken understanding that designation of experts would be discussed at the pre-trial conference. In determining whether or not to preclude the introduction of evidence pursuant to Rule 37, the Fifth Circuit has set forth a four-part test to decide whether or not to exclude an expert. Plaintiffs contend that, pursuant to this test, Barchus's testimony should be allowed despite the untimely designation. In Bradley, the Fifth Circuit set out a four-part test to determine whether or not to exclude a witness. As an initial matter, the Bradley court noted that the decision to exclude a witness is reviewed under the "abuse of discretion" standard. The Bradley court noted that when a court excludes expert testimony as the result of a sanction for a violation of an operative discovery order, the following factors are examined in determining if a trial court has abused its discretion: (1) the importance of the witness's testimony; (2) the prejudice to the opposing party of allowing the witness to testify; (3) the possibility of curing such prejudice by granting a continuance; and (4) the explanation, if any, for the party's failure to identify the witness. With regard to the importance of the witness' testimony, the Court holds that while Barchus's testimony is deemed significant in terms of the Bradley test, "[t]he importance of such proposed testimony cannot singularly override the enforcement of local rules and scheduling orders." As such, the Court carefully reviewed the other factors of the Bradley test to determine exclusion of Barchus's testimony. In the second factor, Court does not find the Defendants' lack of identification of prejudice illuminating. In Bradley, the court focused on the "distinct disadvantage" placed on appellants when appellees failed to timely designate two experts. There is no distinct disadvantage placed on Defendants in the case at bar. In Straus v. DVC Worldwide, Inc., the court denied a motion to strike untimely designation of experts on attorney's fees as there was no prejudice because "fee claims are generally resolved at the close of the case, after both liability and damages have been determined." Thus, the "delay in designating the expert testimony on their claim for attorneys' fees and in providing the report did not prejudice" the opposing party. Third, Defendants argue that the possibility that a court will grant a continuance should be counterbalanced by the increased expense and additional delay that would result from the continuance. Further, regarding any possibility of prejudice, Defendants argue that the goal in striking an expert witness is to punish the offender and deter further delay, not to remove prejudice. As such, Defendants maintain that the fact that potential prejudice may be removed by a continuance should not be dispositive. The Court does not agree. In the case at bar, there could be no future dilatory behavior as this Court abated the issue of exclusion until after judgment in the case. The Barrett court further noted that the continuance would have resulted in additional delay and increased expenses. The Court fails to see how a continuance would have resulted in increased expenses and delay. A lack of persuasive explanation as to the delay by Plaintiffs tips the fourth factor in favor of Defendants. The four-factor test, however, is not an all or nothing analysis. In viewing all factors together, the Court finds that Barchus should be allowed to testify. In examining the other three factors of the Fifth Circuit's four-part test, it is clear that Plaintiffs should be allowed to use Barchus's testimony as to the issue of attorney's fees. A full-text copy of the Court's Order dated March 29, 2018 is available at https://is.gd/bxD0K5 from Leagle.com. Frederick Patek, Geraldine Patek, Cal Curtner, Lisa Simpson, Jasper Campise, Karen Smith, William Crawford, Mike Covington, Mike McPherson, Ed McPherson, Dieter Jansen, Quackenbush Petroleum, James Reiley, Betty Reiley, Rick Reiley, Vincent Gillette, Marjorie Gillette, Thomas Gillette, Edward Gillette, Sharon Walls, Buddy Walls, Buford And Lilian Salmon, JOSEPH HART, BRIAN HUBER, DAVID DAVALOS, DANIEL DAVALOS, FREDERICK JOHNSTON & MILAN KNEZOVICH, II, Plaintiffs, represented by Brandon Barchus -- bbarchus@faulkbarchus.com -- Faulk Barchus PLLC, Ashely M. Hymel -- ashley@faulkbarchus.com -- Faulk Barchus, PLLC, Lawrence Morales, II , The Morales Firm, P.C. & Natalie F. Wilson -- nwilson@langleybanack.com -- Langley & Banack, Inc. Brian Huber, Joseph Hart & DC Oil Company, Inc., Plaintiffs, represented by Brandon Barchus, Faulk Barchus PLLC, Ashely M. Hymel, Faulk Barchus, PLLC & Lawrence Morales, II, The Morales Firm, P.C. Frederick Patek, et al., Plaintiff, represented by Brandon Barchus, Faulk Barchus PLLC, Brandon Michael Barchus, Faulk Barchus PLLC, David S. Gragg , Langley & Banack, Inc., Ashely M. Hymel, Faulk Barchus, PLLC, Lawrence Morales, II, The Morales Firm, P.C. & Natalie F. Wilson, Langley & Banack, Inc. Brian Alfaro, Primera Energy, LLC, Alfaro Oil and Gas, LLC, Alfaro Energy, LLC, King Minerals, LLC & Silver Star Resources, LLC, Defendants, represented by J. Mitchell Little -- mitch.little@solidcounsel.com -- Scheef & Stone, L.L.P. & Patrick J. Schurr -- patrick.schurr@solidcounsel.com -- Scheef & Stone, LLP. Ana and Averys Candy Island, LLC, Brian and Kristi Alfaro, as Trustees of the Brian and Kristi Alfaro Living Trust, Kristi Michelle Alfaro, 430 Assets, LLC, a Montana LLC & Alfaro, Kristi Michelle, Defendants, represented by Patrick J. Schurr, Scheef & Stone, LLP. About Primera Energy Primera Energy, LLC, headquartered in San Antonio, Texas, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 15-51396) on June 3, 2015, to stop the investors from trying to "squeeze" money out of the Company, according to the Company's owner, Brian K. Alfaro. The Company estimated its assets and liabilities at between $1 million and $10 million. Judge Craig A. Gargotta presides over the case. Dean William Greer, Esq., who has an office in San Antonio, Texas, serves as the Debtor's bankruptcy counsel. The Chapter 11 petition was signed by Mr. Alfaro. PURADYN FILTER: Incurs $1.23 Million Net Loss in 2017 ----------------------------------------------------- Puradyn Filter Technologies Incorporated filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.23 million on $2.25 million of net sales for the year ended Dec. 31, 2017, compared to a net loss of $1.44 million on $1.94 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Puradyn had $1.37 million in total assets, $10.26 million in total liabilities and a total stockholders' deficit of $8.89 million. The report from the Company's independent accounting firm Liggett & Webb, P.A. on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2017, the Company had cash of $54,438 as compared to cash of $12,806 at Dec. 31, 2016. At Dec. 31 2017, the Company had negative working capital of $9,470,970 and its current ratio (current assets to current liabilities) was .08 to 1. At Dec. 31 2016, the Company had negative working capital of $8,266,892 and its current ratio (current assets to current liabilities) was .11 to 1. The decrease in working capital is primarily attributable to decreases in inventory, cash, and deferred compensation which was offset by increases in accounts receivable, prepaid expense, accounts payable, accrued liabilities and a reclassification of long term debt to short term. The 41% decrease in inventories at Dec. 31, 2017 as compared to Dec. 31, 2016 reflects reduced ordering of inventory in order to conserve cash flow as well as an increase in the reserve for obsolete and slow moving inventory. A full-text copy of the Form 10-K is available for free at: https://is.gd/9B01gw About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures, markets and distributes worldwide the Puradyn bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. PURADYN FILTER: Reserves 10M Shares for Grants Under 2018 Plan -------------------------------------------------------------- The board of directors of Puradyn Filter Technologies Incorporated approved the adoption of the Company's 2018 Equity Compensation Plan and reserved 10,000,000 shares of its common stock for grants under this plan. The purpose of the 2018 Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential contributions tothe company have been, are or will be important to its success, an opportunity to acquire a proprietary interest in the company. The 2018 Plan is administered by the Company's board of directors. Plan awards may be: * incentive stock options (ISOs); * non-qualified options (NSOs); * awards of the Company's common stock; * stock appreciation rights (SARs); * restricted stock units (RSUs); * performance units; * performance shares; and/or * other stock-based awards. Any option granted under the 2018 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of the Company's outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The exercise price of any NSO granted under the 2018 Plan is determined by the Board at the time of grant, but must be at least equal to fair market value on the date of grant. The term of each plan option and the manner in which it may be exercised, including if it may be exercised on a "cashless basis" is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of grants of any other type of award under the 2018 Plan is determined by the board of directors at the time of grant. Subject to the limitation on the aggregate number of shares issuable under the plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. On April 12, 2018, following the adoption of the 2018 Plan, the Company's board of directors granted options under the plan to various employees and consultants as compensation for services rendered to the Company. Grantees included certain of the Company's executive officers and directors, including Messrs. Joseph V. Vittoria, Lt. General John A. Caldwell, Jr., Kevin G. Kroger and Alan J. Sandler. About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures, markets and distributes worldwide the Puradyn bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. Puradyn reported a net loss of $1.23 million on $2.25 million of net sales for the year ended Dec. 31, 2017, compared to a net loss of $1.44 million on $1.94 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Puradyn had $1.37 million in total assets, $10.26 million in total liabilities and a total stockholders' deficit of $8.89 million. The report from the Company's independent accounting firm Liggett & Webb, P.A. on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUADRANGLE PROPERTIES: Taps Nick Clark as Real Estate Broker ------------------------------------------------------------ Quadrangle Properties, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire a real estate broker. The Debtor proposes to employ Nick Clark Auctions in connection with the sale of its real property located at 5846 Ridgewood Road, Jackson, Mississippi. The firm will get a commission based on the gross sales price of the property. Nick Clark Auctions does not hold any interests adverse to the Debtor or any of its creditors, according to court filings. The firm can be reached through: Nick Clark Nick Clark Auctions 1046 Greymont Street Jackson, MS 39202 Phone: 601-317-2536 Fax: 601-607-7721 Email: nick@nickclarkauctions.com About Quadrangle Properties Quadrangle Properties, Inc., headquartered in Jackson, Mississippi, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-01469) on April 18, 2017. R. Don Williams, president, signed the petition. The Debtor estimated assets of $1 million to $10 million and liabilities of $500,000 to $1 million. The Hon. Edward Ellington is the case judge. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, serves as the Debtor's legal counsel. QUIMERA RESTAURANT: Taps Mark L. Cortegiano as Legal Counsel ------------------------------------------------------------ Quimera Restaurant Group LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the law firm of Mark L. Cortegiano, Esq., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist the Debtor in any potential sale of its assets; assist in the preparation and implementation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Mark Cortegiano $400 Diana Demirdjan $300 Andrew Ciccaroni $200 The Debtor paid the firm a retainer in the sum of $10,000. Mark Cortegiano, Esq., a principal of the firm, 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: Mark L. Cortegiano, Esq. Mark L. Cortegiano 65-12 69th Place Middle Village, NY 11379 Tel: (718) 894-9500 Fax: (718) 326-3781 E-mail: mark@cortegianolaw.com About Quimera Restaurant Group Quimera Restaurant Group LLC -- http://www.barracanyc.com/-- owns the Barraca restaurant located at 81 Greenwich Avenue, New York, New York. Barraca is a Spanish restaurant focusing on genuine tapas, paella and sangria. Quimera Restaurant Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41986) on April 10, 2018. In the petition signed by Hector Sanz-Izquierdo, member, the Debtor disclosed $413,884 in assets and $4.66 million in liabilities. Judge Carla E. Craig presides over the case. RABENU ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Rabenu Enterprises, LLC 757 Towne Avenue Los Angeles, CA 90021 Business Description: Rabenu Enterprises, LLC is a privately held company in Los Angeles, California. The company previously sought creditor protection under Chapter 7 of the Bankruptcy Code on March 22, 2018 (Bankr. C.D. Cal. Case No. 18-13184). Chapter 11 Petition Date: April 20, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-14511 Judge: Hon. Robert N. Kwan Debtor's Counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER A PROFESSIONAL CORPORATION 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Tel: (310) 571-3511 Fax: (310) 473-3512 E-mail: ray@averlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Benjamin Saeedian, manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb18-14511.pdf RADISYS CORP: Egan-Jones Withdraws C Sr. Unsec. Debt Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on April 9, 2018, withdrew the C foreign currency and local currency senior unsecured ratings on debt issued by Radisys Corporation. EJR also withdrew the D commercial paper rating on the Company. Radisys Corporation is a publicly traded company located in Hillsboro, Oregon, United States that makes technology used by telecommunications companies in mobile networks. RAVENSTAR INVESTMENTS: Stipulation Dismisses Citibank Appeal ------------------------------------------------------------ District Judge Robert C. Jones issued a stipulated order dismissing the appeals case captioned CITIBANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE FOR NRZ PASS-THROUGH TRUST VI, Appellant, v. RAVENSTAR INVESTMENTS, LLC, Appellee, No. BK-17-50751-btb (D. Nev.) in light of the subsequent settlement of the issues underlying the appeal. On Oct. 4, 2017, Debtor filed an Application for Order: (1) Finding Citibank, N.A. in Contempt; (2) Enforcing the Court’s Orders by Compelling Citibank, N.A. and Barrett Daffin Frappier Treder & Weiss, LLP to Comply with NRS 107.077; (3) Awarding Coercive Civil Sanctions to Compel Compliance with this Court's Orders; and (4) Awarding of Attorneys Fees & Costs to Debtor. On Oct. 13, 2017, Citibank filed its Opposition to the Motion for Contempt. The Debtor and Citibank, however, negotiated and submitted a stipulation to the Bankruptcy Court staying the Debtor's Contempt Orders and allowing Citibank's Motions to be heard in the ordinary course. Thereafter, as part of an agreement which resolved the Debtor's Contempt Orders, the Debtor's Motions, Citibank's Motions, and related issues, a stipulation was entered vacating the Debtor's Contempt Orders and the orders on Debtor's Motions and withdrawing Citibank's Motions. Accordingly, the appeal has been rendered moot by the Bankruptcy Stipulation and dismissed pursuant to Federal Rule of Appellate Procedure 42. A full-text copy of the Stipulation dated March 27, 2018 is available at https://is.gd/tNrbUI from Leagle.com. Ravenstar Investments, LLC, Debtor, represented by Kevin A. Darby, Darby Law Practice, LTD. Citibank, N.A., Not in its individual capacity, but solely as Trustee for NRZ Pass-Through Trust VI, Appellant, represented by Ace C. Van Patten -- avanpatten@wrightlegal.net -- WRIGHT FINLAY & ZAK, LLP, Edgar C. Smith -- esmith@wrightlegal.net -- Wright Finlay & Zak, LLP & Ramir Mitchell Hernandez -- rhernandez@wrightlegal.net -- WRIGHT FINLAY & ZAK, LLP. Ravenstar Investments, LLC, Appellee, represented by Kevin A. Darby, Darby Law Practice, LTD. About Ravenstar Investments Ravenstar Investments, LLC, owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada. It posted gross revenue from rental income of $38,960 for 2016 and $45,210 for 2015. Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-50751) on June 15, 2017. It disclosed $2.65 million in assets and $2.59 million in liabilities. RDX TECHNOLOGIES: Unsecureds to Get $3.3MM Over 5 Years ------------------------------------------------------- RDX Technologies Corporation filed with the U.S. Bankruptcy Court for the District of Arizona a plan of reorganization and disclosure statement, which centers on the following assumptions for success: (1) The water treatment business was a profitable and successful business prior to the bankruptcy. RDX became unprofitable by the acquisition of the CWT Refinery and the uncovered fraud that caused massive losses, lost business and the debilitating effect of the CWT and GEM lawsuits. In addition, CWT legal counsel and associates made concerted efforts to discredit RDX and tortiously interfere with RDX business opportunities. CWT did this by actively seeking out RDX clients and influencing the client negatively by mentioning the RDX lawsuit in New York. RDX believes that the confirmation of a plan and 11 U.S.C. § 1141 discharge will enable RDX to rebuild the business without this interference. (2) From 2014, the oil and gas industry has gone through a significant down turn that meant a lot of projects were cancelled or put on hold, both in the United States and Canada. This has changed dramatically since 2017, as the oil market has greatly improved. In addition, the Canadian market has seen new regulatory changes that will mean water treatment opportunities are increasing. (3) Key clients will provide the back bone of the initial startup business with Inductance Energy ("IEC"), Environmental Technologies ("ET"), and Quantum Energy ("QE") being the main clients for RDX IP and service offerings in water treatment and related oilfield services. (4) In addition, RDX has the opportunity to sign long term, 5-year manufacturing licenses with several companies that require oilfield energy and water treatment equipment which RDX is experienced in designing and manufacturing equipment. RDX owns all the interests and assets of DHS (the entity that has Proprietary Technology) and it had been assumed based on a portion of the language in the Purchase Agreement that there was also a transfer of the IP to RDX. However, for clarity DHS will formally transfer the IP to RDX to the extent it has not already occurred no later than the Effective Date of the Plan. The Plan needs funding to start the business and the Debtor has obtained capital funding from IEC and ET, where IEC and ET will provide on the Effective Date funds amounting to $650,000 ($500,000 + $150,000, respectively), and support, including a new facility lease in Scottsdale, Arizona, to allow the Debtor to begin manufacturing, and get the business going again. To facilitate this investment, the Plan calls for the cancellation of the Debtor's existing stock and issuance of new stock in the Reorganized Debtor as follows: -- 20,000,000 new shares will be authorized, -- 10,000,000 shared will be issued to IEC, -- 3,000,000 shares will be issued to ET, and -- 7,000,000 shares remain in treasury. Allowed Unsecured Creditors will be paid an aggregate sum of $3,390,934 in quarterly pro-rata payments as follows: Year 1 Year 2 Year 3 Year 4 Year 5 ------- -------- -------- -------- ---------- Q1 $25,000 $79,162 $183,381 $234,777 $306,729 Q2 $50,000 $79,162 $183,381 $234,777 $306,729 Q3 $50,000 $79,162 $183,381 $234,777 $306,729 Q4 $50,000 $79,162 $183,381 $234,777 $306,729 $175,000 $316,649 $733,523 $939,106 $1,226,918 A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb18-14387-49.pdf About RDX Technologies Corp Based in Scottsdale, Arizona, RDX Technologies Corporation operates as an energy services and water treatment company in Canada and the United States. It operates through Environmental and Reclamation, Energy, Water, and Equipment Sales and Rentals segments. The Company was formerly known as Ridgeline Energy Services Inc. and changed its name to RDX Technologies Corp in August 2013. The company sought bankruptcy protection on Dec. 17, 2015 (Bankr. D. Ariz. Case No. 15-15859). RDX Technologies Corp again sought Chapter 11 protection (Bankr. D. Ariz. Case No. 17-14387) on Dec. 5, 2017. In the petition signed by Tony Ker, its director, the Debtor disclosed $925,000 in assets and $37.24 million in liabilities. The Hon. Eddward P. Ballinger Jr. presides over the case. Mark J. Giunta, Esq., at the Law Office of Mark J. Giunta, serves as bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of RDX Technologies Corporation as of Jan. 29, according to a court docket. RED BOOTH: Plan Solicitation Exclusivity Extended Until July 23 --------------------------------------------------------------- The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California has extended through July 23, 2018, the exclusive period in which only Red Booth, Inc., and its affiliate, Rideshare Port Management, LLC, may solicit acceptance of a plan of reorganization. Pursuant to the Court's ruling at the hearing on April 5, 2018, the deadline for the Debtors to obtain confirmation of a First Amended Plan is extended through July 24, 2018. As reported by the Troubled Company Reporter on March 26, 2018, the Debtors on Feb. 9, 2018, filed their Plan of Reorganization proposed jointly by the Debtors and their joint disclosure statement describing the Joint Plan. Since the filing of the Plan, the Debtors have made progress with two separate counsel representing two groups of State Court Plaintiffs toward a consensual resolution of the claims and the Plan. The Debtor is currently considering offers to resolve the claims, as well as avoid potential objections to confirmation, from these two groups, which resolution will require a few modifications to the Plan Trust provided for as part of the Plan. In that regard, the Debtors have deferred submitting certain exhibits pertaining to the claims resolution process and financial exhibits to the Disclosure Statement. Among other reasons, filing the exhibits at this juncture may be counterproductive to the negotiations and resolution. A copy of the court order is available at: http://bankrupt.com/misc/cacb17-22975-110.pdf About Red Booth Los Angeles, California-based Red Booth, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-22975) on Oct. 23, 2017, estimating its assets and liabilities at up to $50,000. Affiliate Rideshare Port Management, LLC, also commenced a Chapter 11 case (Bankr. C.D. Cal. Case No. 17-22974). Sandford L. Frey, Esq., and Crystal H. Thorton-Illar, Esq., at Leech Tishman Fuscaldo & Lampl, Inc., serve as the Debtors' bankruptcy counsel. * * * On Feb. 9, 2018, the Debtors filed their Joint Plan of Reorganization. RENAISSANCE DOOR: Taps Benjamin Carson as Legal Counsel ------------------------------------------------------- Renaissance Door and Trim, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Benjamin Carson Law Office as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist the Debtor in connection with any liquidation of its assets; examine and prosecute claims; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Carson will charge these hourly rates: Benjamin Carson Partner $275 Cristopher Nguyen-Marusa Legal Secretary $50 The firm received $10,000 from the Debtor prior to the Petition Date. Benjamin Carson, Esq., a name partner at the firm, disclosed in a court filing that his firm does not hold or represent any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Benjamin Carson, Esq. Benjamin Carson Law Office 8861 Villa La Jolla Drive 13105 La Jolla, CA 92037 Tel: 858-255-4529 Fax: 760-943-6391 Email: ben@benjamincarsonlaw.com About Renaissance Door and Trim Renaissance Door & Trim Inc. is a privately-held company in Ontario, California, in the door and window products business. Renaissance Door sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11749) on March 6, 2018. In the petition signed by Jeffrey B. Goetting, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Meredith A. Jury presides over the case. RENTECH COMPANY: Court Confirms Revised Plan of Liquidation ----------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued a revised order confirming Rentech Inc.'s Second Amended Combined Disclosure Statement & Chapter 11 Plan of Liquidation, as Revised. The Plan documents explained that "For Allowed Secured Claims that will be paid in Cash, one or more Distributions on account of such Allowed Secured Claims shall be made by the Debtors, the Post-Effective Date Debtors, or the Liquidation Trustee to each Holder of such Allowed Secured Claim on each Distribution Date (or the date on which such Claim becomes an Allowed Secured Claim), until such Allowed Secured Claims are paid in full, provided, however, that the Debtors, the Post-Effective Date Debtors, and the Liquidation Trustee shall have no obligation to make a Distribution to Holders of Allowed Secured Claims where the Debtors, the Post-Effective Date Debtors, or the Liquidation Trustee determine that to make such a Distribution would prevent them from having sufficient funds to pay Allowed Administrative Claims, and the actual and necessary costs and expenses of the Estates and the Rentech Liquidation Trust, including Wind-Down Expenses." BankruptcyData related that before the ruling was entered, Westchester Surplus Lines Insurance Company, ACE American Insurance Company, Federal Insurance Company and Executive Risk Indemnity (collectively, "Chubb Companies") filed with an objection to the earlier plan version. The objection asserted, "The Chubb Companies object to the Plan on the grounds, that: (I) while it appears that the Debtors seek to obtain the benefits of the Insurance Programs (see Plan Article XIII.D.), the Plan does not address the fact that in order to do so, the Debtors (or the Rentech Liquidation Trust) must remain liable for the Debtors' Obligations under the Insurance Programs, regardless of whether such Obligations were incurred before or after the Petition Date; (II) the Debtors cannot alter or otherwise modify the terms of the Insurance Programs through the Plan; (III) the Plan must provide that workers' compensation claims and direct action claims must continue in the ordinary course of business; and (IV) the third party releases in the Plan are not permitted by the Bankruptcy Code." In addition, "Moreover, the Plan contains provisions which provide for the release of claims and other causes of action, the vesting and transfer of assets in the Rentech Liquidation Trust free and clear of liens, releases of certain third-parties, and exculpation and injunctions against certain actions . . . The Plan is silent on the Debtors' continuing obligations under its workers' compensation programs, and on the treatment of claimants who have a direct right of action against an insurer." About Rentech Inc. and Rentech WP U.S. Rentech, Inc., is an owner and operator of wood fibre processing and wood pellet production businesses. Rentech, Inc., and its subsidiary Rentech WP U.S., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 17-12959 and 17-12958) on Dec. 19, 2017. The purpose of the bankruptcy filing is to seek to sell the assets of the Company's Fulghum Fibres and New England Wood Pellet subsidiaries and facilitate an orderly wind-down of Rentech Inc. The cases are jointly administered under Case No. 17-12958 and are assigned to Judge Christopher S. Sontchi. At the time of the filing, Rentech WP U.S. estimated assets and liabilities of $10,000,001 to $50 million. The Debtors are represented by Young Conaway Stargatt & Taylor, LLP and Latham & Watkins LLP. Prime Clerk LLC is the Debtors' claims and noticing agent. On Jan. 3, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its bankruptcy counsel; Whiteford, Taylor & Preston LLC as Delaware counsel; and Teneo Capital LLC as investment banker and financial advisor. REPUBLIC AIRWAYS: Court Junks Axar, GLG Suit vs B. Bedford, et al. ------------------------------------------------------------------ District Judge Lewis A. Kaplan granted the Defendants' motion to dismiss the case captioned AXAR MASTER FUND, LTD., and MAN GLG SELECT OPPORTUNITIES MASTER LP, Plaintiffs, v. BRYAN K. BEDFORD, et al., Defendants, No. 17-cv-0426 (LAK) (S.D.N.Y.). The case is a securities fraud case against officers and directors of Debtor Republic Airways Holdings Inc. Plaintiffs Axar Master Fund, Ltd. and Man GLG Select Opportunities Master LP are investment funds and minority shareholders of Republic, which is a regional airline that carries passengers for United Airlines, Inc., Delta Air Lines, Inc., and American Airlines Group, Inc. It owns and operates a fleet of aircraft and provides scheduled regional passenger services through fixed fee code share agreements with United, Delta, and American (the "Codeshare Partners"). These code share agreements and business relationships with Codeshare Partners generate substantially all of Republic's operating revenue. During the relevant time period, defendant Bryan K. Bedford was the chairman of Republic's board of directors and Republic's president and chief operating officer. Joseph P. Allman was Republic's senior vice president and chief financial officer. Neal S. Cohen was the lead independent director of the Board. Robert L. Colin served as a director on the Board and chairman of the Board's audit committee. Daniel P. Garton and Mark L. Plaumann both served as directors and as members of the Board's audit committee. The Plaintiffs assert securities and common law fraud claims against Bedford and Allman and control person liability against all defendants. Defendants move to dismiss the complaint for failure to plead with particularity and failure to state a claim. Plaintiffs allege that Bedford's statements in Republic's first and second quarter Form 10-Qs and during Republic's first quarter earnings call that Republic had reached agreements with its Codeshare Partners were materially false. Assuming materiality, plaintiffs fail sufficiently to allege falsity as to any of these statements. In the first quarter Form 10-Q, which was filed on May 8, 2015, the company disclosed that it had agreed with its Codeshare Partners to reduce its flying hours to improve its operational performance in the second half of 2015. Plaintiffs allege, however, only that Delta rejected Republic's proposals to reduce flying hours in January and April 2015 and, in the case of the latter, only with respect to the months of June, July, and August 2015. These allegations, even if true, would not be sufficient to show that Delta, or any other Codeshare Partner, had not agreed with Republic by May 8, 2015, which is the operative date, to reduce flying hours in the second half of 2015. Plaintiffs' allegations that the statements made during Republic's second quarter call and in its October 7, 2015 press release that Republic was not in breach of contract were materially false are insufficient as well. Here, the code share agreements are not before the Court. The Court does not know the terms that allegedly were breached nor any facts upon which any alleged breach rested. That defendants as early as August 2015 anticipated asking the Codeshare Partners for "major concessions" and that Republic had begun negotiating with United to "comprehensively restructure the parties' relationship" in September 2015 do not go to any "inquiry [Bedford or Allman] did or did not conduct or the knowledge [they] did or did not have" with respect to whether the company was in breach of contract as of either August 7, 2015 or Oct. 7, 2015. Hence, plaintiffs have not alleged facts that would permit a finding that Republic's statements were not thought by defendants to be accurate and grounded on an appropriate basis. Yet, it is incumbent on plaintiffs to allege facts that, if true, would show that defendants' statements that Republic was not in breach of contract were bald misstatements of objectively verifiable fact or otherwise actionably misleading. Plaintiffs also fail sufficiently to plead falsity with respect to the various statements in which Bedford and Allman opined that the lawsuit filed by Delta was without merit. Plaintiffs argue that these statements were materially false and misleading, but they fail to satisfy Omnicare. Plaintiffs' allegation that Republic in August 2015 informed Delta that it would not place at least two additional ERJ-170 aircraft into service does not go to the basis for defendants' opinion in November that the Delta lawsuit and purported contract extension were without merit. Plaintiffs have failed to sufficiently allege that defendants Bedford or Allman made an untrue statement of material fact or a material omission. For this reason alone, plaintiffs' claims under Section 10(b) of the Exchange Act and Rule 10b-5 must be dismissed. Plaintiffs' common law fraud claims must be dismissed as well. Plaintiffs would have an alternative theory of injury open to them on their common law fraud claims, i.e. that they retained their shares in Republic in reliance on the alleged misrepresentations. Nonetheless, Axar and Man GLG do not plead any facts that would suffice to invoke that theory. They allege simply that they would not have purchased common stock had they known the facts regarding Republic's potential liability in the Delta action. In any event, for the same reasons that plaintiffs' Section 10(b) and Rule 10b-5 claims fail, plaintiffs claims of common law fraud also fail. A full-text copy of the Court's Memorandum Opinion dated March 29, 2018 is available at https://is.gd/9TRIhZ from Leagle.com. Axar Master Fund, Ltd. & Man GLG Select Opportunities Master LP, Plaintiffs, represented by Geoffrey Coyle Jarvis -- gjarvis@ktmc.com -- Kessler Topaz Meltzer & Check, LLP, Nathan Hasiuk -- nhasiuk@ktmc.com -- Kessler Topaz Meltzer & Check, LLP & Sharan Nirmul -- snirmul@ktmc.com -- Kessler Topaz Meltzer & Check, LLP. Bryan K. Bedford, Robert L. Colin, Daniel P. Garton, Joseph P. Allman, Neal S. Cohen & Mark L. Plaumann, Defendants, represented by Jay B. Kasner -- jay.kasner@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP, Scott D. Musoff -- scott.musoff@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP & Tansy Woan -- tansy.woan@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP. About Republic Airways Based in Indianapolis, Indiana, Republic Airways Holdings Inc., (OTCMKTS:RJETQ) owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under major airline partner brands of American Eagle, Delta Connection and United Express. Republic Airways Holdings Inc. and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. * * * The Debtors filed a Plan under which unsecured creditors will either receive a distribution of 45% in cash or 41%-48% new common stock under the plan. A full-text copy of the Disclosure Statement explaining the Plan terms is available at: http://bankrupt.com/misc/nysb16-10429-1312.pdf The Debtors believe that they will have sufficient cash resources to make the payments required pursuant to the plan, repay and service debt obligations, and maintain operations on a going-forward basis. On April 20, 2017, the Bankruptcy Court approved the Plan. The Troubled Company Reporter, citing BankruptcyData.com, reported that Republic Airways Holdings' Plan became effective on May 1, 2017, and Republic Airways Holdings emerged from Chapter 11 protection. REX ENERGY: Obtains Forbearance Extension Until April 23 -------------------------------------------------------- As previously reported, on April 3, 2018, Rex Energy Corporation and the subsidiary guarantors under the Term Loan Credit Agreement, dated as of April 28, 2017, among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Angelo, Gordon Energy Servicer, LLC, as administrative agent and collateral agent, and the lenders, entered into a forbearance agreement with the Agent and the requisite Lenders. Under the First Forbearance Agreement, the Agent and Lenders agreed to forbear from exercising their rights and remedies under the Credit Agreement in respect of certain defaults and alleged defaults thereunder through April 16, 2018. On April 16, 2018, the Parties entered into a limited waiver and second forbearance agreement. Pursuant to the terms of the Second Forbearance Agreement, the Agent and Lenders agreed to continue the forbearance through April 23, 2018, unless certain specified circumstances cause an earlier termination of that forbearance. The Second Forbearance Agreement also permits the Company to borrow $34,129,754 of Delayed Draw Loans (as defined in the Credit Agreement) to cash collateralize the existing letter of credit exposure under the Credit Agreement. The Second Forbearance Agreement does not cure or waive the existing defaults. Further, the Second Forbearance Agreement does not prevent the Agent from accelerating the amounts owed under the Credit Agreement, but prevents the Agent from taking any enforcement actions with respect to any accelerated obligations during the Forbearance Period. Upon expiration or termination of the Forbearance Period for any reason, the Agent and the Lenders will be able to exercise all rights and remedies granted to them under the Credit Agreement. The Company entered into the Second Forbearance Agreement to provide the Company with time to continue discussions with its lenders and other holders of its securities, including Company's 1.0%/8.0% senior secured notes due 2020, its preferred stock, and its common stock, regarding potential transactions, or to otherwise opportunistically consider strategic financing proposals that management believes may be beneficial to the Company and its stakeholders. There can be no assurance that the Company will reach any agreement with any stakeholders on a financial restructuring of the Company by the end of the Forbearance Period, if at all, or that the Forbearance Period will be extended. A full-text copy of the Second Forberance Agreement is available for free at https://is.gd/L5YlCa About Rex Energy 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. At Dec. 31, 2017, the Company owned an interest in approximately 554.0 condensate, NGL and natural gas wells. For the quarter ended Dec. 31, 2017, the Company produced an average of 205.3 net MMcfe per day, composed of approximately 60.1% natural gas, 1.9% condensate and 38.0% NGLs. Rex Energy incurred a net loss of $64.24 million for the year ended Dec. 31, 2017, compared to a net loss of $176.71 million on $139.01 million of total operating revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Rex Energy had $942.13 million in total assets, $995.69 million in total liabilities and a total stockholders' deficit of $53.56 million. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2011, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company is in violation of restrictive covenants and expects to be in violation of restrictive covenants contained in its credit facilities that, subject to requisite notice, would accelerate the maturity of the outstanding indebtedness making it immediately due and payable. The Company does not have sufficient liquidity to meet the accelerated debt service requirements. These issues raise substantial doubt about the Company's ability to continue as a going concern. ROSETTA GENOMICS: Shareholder Meeting Adjourned to April 26 ----------------------------------------------------------- Rosetta Genomics Ltd.'s extraordinary general meeting of shareholders that was summoned for April 17, 2018, has been adjourned to Thursday, April 26, 2018 at 10:00 a.m. (PT) in order to provide additional time for the solicitation of votes in favor of the proposed merger of the Company with a subsidiary of Genoptix, Inc. The adjourned meeting will be held at 25901 Commercentre Dr., Lake Forest, CA 92630. The Company and Genoptix have entered into amendments to the merger agreement and related agreements to permit the necessary extensions of the shareholder meeting date and the outside date for completing the transaction. The matter to be voted upon at the adjourned meeting, and the record date for the shareholders entitled to vote at the meeting, will remain unchanged. The Company urges all its shareholders to vote FOR the proposed merger of Rosetta Genomics with a subsidiary of Genoptix, Inc. Rosetta said that if the merger is not adopted by the Company's shareholders or if the merger is not consummated for any other reason, the Company's shareholders will not receive any payment for their shares in connection with the merger. In addition, because of the Company's financial condition and continued operating losses, which, among other things, led the Company's Board of Directors to recommend the merger, the Company anticipates that it may be required to seek protection from its creditors, or an involuntary petition for bankruptcy may be filed against it in light of its financial condition. In such a case, it is unlikely that the Company's ordinary shares would have any value. According to Rosetta, the Board of Directors has explored many different strategic alternatives and concluded that this proposed merger with Genoptix is the best option for all Rosetta Genomics stakeholders. If any shareholder has questions on the proposed merger or on voting methods, please call Ron Kalfus, CFO of Rosetta Genomics, at 949-587-7522. About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. -- http://www.rosettagx.com/-- is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA-certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a net loss of US$16.23 million on US$9.23 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rosetta had US$6.20 million in total assets, US$5.11 million in total liabilities and US$1.09 million in total shareholders' equity. Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and has limited liquidity resources that raise substantial doubt about its ability to continue as a going concern. RXI PHARMACEUTICALS: Anson Funds Has 8.9% Stake as of April 9 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Anson Funds Management LP, Anson Management GP LLC, Bruce R. Winson, Anson Advisors Inc., Amin Nathoo and Moez Kassam reported that as of April 9, 2018, they beneficially own 377,652 shares of common stock of RXi Pharmaceuticals Corporation, constituting 8.9% of the shares outstanding. This Schedule 13G relates to Common Stock of the RXi purchased by a private fund to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors. Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Fund and may direct the vote and disposition of the 377,652 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 377,652 shares of Common Stock held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 377,652 shares of Common Stock held by the Fund. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 377,652 shares of Common Stock held by the Fund. A full-text copy of the regulatory filing is available at: https://is.gd/6V8dSx About RXi Headquartered in Marlborough, Massachusetts, RXi Pharmaceuticals Corporation (NASDAQ: RXII) -- http://www.rxipharma.com/-- is a biotechnology company focused on discovering and developing immuno-oncology therapeutics to treat cancer based on its self-delivering RNAi platform. The Company's sd-rxRNA compounds do not require a delivery vehicle to penetrate the cell and are designed to "silence," or down-regulate, the expression of a specific gene that may be over-expressed in a disease condition. This provides RXi with a distinct advantage in adoptive cell therapy, the Company's initial focus and approach to immuno-oncology. RXi reported a net loss attributable to common stockholders of $12.45 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $11.06 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, RXi had $4.09 million in total assets, $2.26 million in total liabilities, all current, and $1.83 million in total stockholders' equity. BDO USA, LLP, in Boston, Massachusetts, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses from operations, which are expected to continue, that raise substantial doubt about its ability to continue as a going concern. RXI PHARMACEUTICALS: Mitchell Kopin Has 9.2% Stake as of April 9 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC disclosed that as of April 9, 2018, they beneficially own 411,835 shares of common stock of RXi Pharmaceuticals Corporation, constituting 9.2 percent of the shares outstanding. The Reporting Persons have entered into a joint filing agreement pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604. A full-text copy of the regulatory filing is available at: https://is.gd/PpP5XE About RXi Headquartered in Marlborough, Massachusetts, RXi Pharmaceuticals Corporation (NASDAQ: RXII) -- http://www.rxipharma.com/-- is a biotechnology company focused on discovering and developing immuno-oncology therapeutics to treat cancer based on its self-delivering RNAi platform. The Company's sd-rxRNA compounds do not require a delivery vehicle to penetrate the cell and are designed to "silence," or down-regulate, the expression of a specific gene that may be over-expressed in a disease condition. This provides RXi with a distinct advantage in adoptive cell therapy, the Company's initial focus and approach to immuno-oncology. RXi reported a net loss attributable to common stockholders of $12.45 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $11.06 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, RXi had $4.09 million in total assets, $2.26 million in total liabilities, all current, and $1.83 million in total stockholders' equity. BDO USA, LLP, in Boston, Massachusetts, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses from operations, which are expected to continue, that raise substantial doubt about its ability to continue as a going concern. SAILING EMPORIUM: $40K Sale of Markley's Marina Vessel Approved --------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized The Sailing Emporium, Inc.'s sale of 1996 Markley's Marina Custom Vessel, HINMVU35011J595, located at The Sailing Emporium marina to Robert S. Patchak for $40,000. The 1996 Markley's Marina Custom Vessel, HINMVU35011J595, was purchased on May 1, 2009 and located at The Sailing Emporium marina. That Branch Banking & Trust Co.'s first priority lien will attach to the proceeds of the sale approved, and the Debtor is authorized and directed to pay Branch Banking $40,000 at closing on the sale of the Vessel. The 14-day stay of Fed.R.Bankr.P. 6004(h) is waived. The Order will be effective immediately upon entry by the Court. About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. In the petition signed by William Arthur Willis, president, the Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas J. Catliota. The Debtor tapped Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, as counsel. The Debtor also employed Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SALMON FALLS: Case Summary & 3 Unsecured Creditors -------------------------------------------------- Debtor: Salmon Falls Land and Cattle Company, LLC PO Box 4224 El Dorado Hillos, CA 95762 Business Description: Salmon Falls Land and Cattle Company, 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 20, 2018 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Case No.: 18-22368 Judge: Hon. Christopher D. Jaime Debtor's Counsel: James L. Brunello, Esq. ATTORNEY AT LAW PO Box 4155 El Dorado Hills, CA 95762 Tel: (916) 358-8585 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joel Martin Korotkin, managing member. A copy of the Debtor's list of three unsecured creditors is available for free at: http://bankrupt.com/misc/caeb18-22368_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/caeb18-22368.pdf SAN JUAN PROPERTIES: Case Summary & 4 Unsecured Creditors --------------------------------------------------------- Debtor: San Juan Properties, Inc. Urb Industrial Tres Monjitas 391 Calle Costa San Juan, PR 00918 Business Description: San Juan Properties, Inc. listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The company previously sought bankruptcy protection on May 28, 2014 (Bankr. D. P.R. Case No. 14-04219) and July 7, 2016 (Bankr. D.P.R. Case No. 16-05397). Chapter 11 Petition Date: April 19, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 18-02113 Debtor's Counsel: Vanessa Saxton, Esq. JURIS ZONE LAW OFFICES 420 Ponce de Leon Ave Midtown Suite 607 San Juan, PR 00918 Tel: 787-667-8094 E-mail: vanessa.saxton@capr.org Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rolando Avila, president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-02113.pdf SAN MIGUEL LABEL: Unsecureds to Get $2,073 Per Month Until 2020 --------------------------------------------------------------- San Miguel Label MFG, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a plan of reorganization and accompanying disclosure statement proposing to make 60 monthly payments of $2,073.69 each until year 2020 to holders of general unsecured claims. Total payout to general unsecured creditors is $124,421. The Debtor is a corporation dedicated to manufacture and distribution of plastic bags and labels. The Debtor's clients are supermarkets and other business which, in turn, sell and or distribute goods. Payments and distributions under the Plan will be funded by the regular course of business operations through the monthly income. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb16-00820-156.pdf About San Miguel Label Based in Ciales, Puerto Rico, San Miguel Label Mfg. Inc. filed for Chapter 11 protection (Bankr. D.P.R. Case No. 16-00820) on Feb. 4, 2016, with estimated assets of $100,000 to $500,000 and estimated liabilities at $1 million to $10 million. Moises San Miguel Lorenzana, president, signed the petition. Nilda M. Gonzalez Cordero, Esq., of Gonzalez Cordero Law Offices, is the Debtor's counsel. SANTANA CLINE: District Court Dismisses Suit vs HSBC Bank --------------------------------------------------------- Adopting Magistrate Judge Eifert's findings and recommendations, District Judge Robert C. Chambers grants the Defendants' motions to dismiss the case captioned SANTANA CLINE, Plaintiff, v. HSBC BANK USA, N.A., et. al., Defendants, Civil Action No. 3:17-cv-02975 (S.D.W.V.) and denies Plaintiff's motion to strike all Defendants' pleadings. Plaintiff Santana Cline filed suit on May 18, 2017. Plaintiff asserted a variety of claims, all touching upon the alleged malfeasance by Defendants HSBC Bank USA, N.A., Reisenfeld & Associates, and Christopher A. Dawson regarding a promissory note in Plaintiff's name, and the foreclosure of her property. Specifically, Plaintiff claims Defendants forged her name on a promissory note, and that they used that note to defraud her by securing mortgage liens on the real property, which Defendants allegedly sought to obtain via a foreclosure sale. Per standing order, the Court referred the case to Magistrate Judge Eifert for Proposed Findings and Recommendations ("PF&R"). On Dec. 12, 2017, Magistrate Judge Eifert issued a PF&R that addressed both Defendants' Motions to Dismiss and Plaintiff's Motion to Strike Defendants moved for dismissal under Rule 12(b)(6), claiming that Plaintiff has failed to state a claim, and that to the extent she has stated a claim, her claims are res judicata. Plaintiff requested the striking of "all Defendant's [sic] pleadings" based, generally, upon her contention that the pleadings contained all manner of falsehoods. Magistrate Judge Eifert recommends that the Court grant Defendants' Motions to Dismiss, deny Plaintiff's Motion to Strike, and dismiss the case. The Plaintiff filed objections on Dec. 29, 2017. Plaintiff's objections are two-fold: (1) Magistrate Judge Eifert, and the Court, lacked jurisdiction to issue PF&Rs while Plaintiff had a pending Notice of Appeal; and (2) Magistrate Judge Eifert incorrectly found that res judicata barred Plaintiff's claims because Magistrate Judge Eifert failed to consider that the complaint's allegations are based upon facts that occurred after any other proceeding, and therefore cannot be precluded. As an initial matter, the Court confronts the issue of whether the Magistrate Judge, acting pursuant to the District Court's jurisdiction, was stripped of jurisdiction at the time she issued her PF&R. Plaintiff contends that upon the filing of her Notice of Appeal, the District Court, and Magistrate Judge, lost jurisdiction over the matter in favor of the Fourth Circuit Court of Appeals. Plaintiff correctly provides that "[a]s a general rule, 'a federal district court and a federal court of appeals should not attempt to assert jurisdiction over a case simultaneously.'" And, "the filing of a notice of appeal . . . confers jurisdiction on the court of appeals and divests the district court of its control over those aspects of the case involved in the appeal." However, in this instance, the Fourth Circuit never had jurisdiction, and, therefore, the District Court never lost jurisdiction. Where a party attempts to take an interlocutory appeal from a non-appealable order, jurisdiction does not transfer as usual. In this case, the Fourth Circuit confirmed that Plaintiff had filed a Notice of Appeal from a non-appealable interlocutory order. Due to that, the Fourth Circuit lacked jurisdiction and dismissed for that reason. Therefore, the Court finds that jurisdiction never transferred to the appeals court, and the Magistrate Judge properly proceeded with the adjudication of the Defendants' Motions to Dismiss. Turning to the second central objection, the Court holds that by continually filing her legal actions against HSBC, challenging the mortgage lien, assignment, and foreclosure action, among other things, Plaintiff places HSBC in a position to respond to the allegations. At this point, HSBC's response consists of pleading the affirmative defense of res judicata and generally producing the documents that it believes support its position in the underlying litigation. These documents include the mortgage lien, with its noted assignments. If Plaintiff is permitted to defeat res judicata application by claiming that each presentation of the allegedly forged document constitutes a unique and separate claim, than the judiciary may very well have some iteration of "Cline v. HSBC" on their dockets for decades to come. At some point, the courts must draw a line of demarcation to nip the potentially infinite fractal in the bud. The Court believes now is the time for line drawing. A full-text copy of the Court's Memorandum Opinion and Order dated March 28, 2017 is available at https://is.gd/76F4GT from Leagle.com. Santana Cline, Plaintiff, pro se. HSBC Bank USA, National Association, Defendant, represented by Joseph E. Culleiton -- jculleiton@blankrome.com -- BLANK ROME, pro hac vice. Reisenfeld & Associates & Christopher Dawson, Defendants, represented by Gregory A. Stout, MAPOTHER & MAPOTHER. Santana Jade Cline filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 15-15412) on Sept. 21, 2015. SERENITY HOMECARE: PCO Files 3rd Report --------------------------------------- David W. Asbach, Acting United States Trustee for Region 5, submits to the U.S. Bankruptcy Court for the Western District of Louisiana the third report of the patient care ombudsman appointed in the bankruptcy cases of Serenity Homecare, LLC and its affiliates. Since the last 60 day report which was submitted on January 29, 2018, the patient care ombudsman has interviewed a sample of clients and/or their caregivers receiving service from Serenity Homecare (Alexandria, Opelousas, and Marksville offices), Central Louisiana Home Healthcare (CLHH), Hospice Care of Avoyelles Parish (HCOA), and Antigua Investments dba Canterbury House.A small sample of employees from Canterbury House, Serenity Homecare (Alexandria) and HCOA were also interviewed. The ombudsman was notified on February 28, 2018 by the office of Bradley L. Drell that ombudsman services were no longer needed for the West Monroe branch of Serenity as this branch of Serenity had been sold to another entity. Majority of Serenity Homecare and HCOA clients or their caregivers reported being satisfied from services provided by the agency. A follow-up interview with a client of Marksville branch of Serenity reported about a concern she had expressed on a prior visit that had been addressed and resolved by the branch office. She reported being very satisfied with the response from Serenity administration. Additionally, a follow-up visit with a family member of a client receiving services from the Alexandria Serenity office stated regarding her concern about nurse staffing that had been addressed satisfactorily by the Alexandria office. This family member expressed being very satisfied with the response to her concern On February 13, 2018, the ombudsman was able to conduct a telephone interview with a client receiving nursing services from CLHH. The client stated that she was very dissatisfied with the care provided to her by CLHH and cited examples of staff non-responsiveness to her concerns. This client was considering changing to a different home care agency. The ombudsman noted that the CLHH clients listed on the patient roster that was sent to the ombudsman on January 16, 2018 were not found in the patient roster that provided to the ombudsman on March 3. In sum, clients or their caregivers and employees are satisfied with services and support provided by Serenity Homecare, Hospice of Avoyelles Parish, and Canterbury House. Clients expressed their impression that the agency is responsive to patient and caregiver concerns. However, one client expressed dissatisfaction with the care provided by CLHH. The ombudsman plans to continue initial interviews as well as follow-up interviews with clients or caregivers to assess for change in the quality of services provided by Serenity Homecare, Hospice of Avoyelles Parish, CLHH and Canterbury House. Follow-up with CLHH will be dependent on the ombudsman receiving a patient roster for this agency. A full-text copy of the PCO's Third Report is available at: http://bankrupt.com/misc/lawb17-80881-256.pdf About Serenity Homecare Serenity Homecare, LLC, is a home health care service provider in Alexandria, Louisiana. Serenity Homecare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Lead Case No. 17-80881) on Aug. 22, 2017. Thomas E. Cupples, II, its member and manager, signed the petitions. Judge John W. Kolwe presides over the cases. Each of Serenity Homecare, Antigua Investments, Central Louisiana Home, Cupples Holdings, Hospice Care of Avoyelles, Quality Home Health I and Quality Home Health estimated under $50,000 in assets. Serenity Homecare and Cupples Holdings estimated under $1 million in liabilities. Antigua Investments estimated $1 million to $10 million in liabilities. Central Louisiana Home, Hospice Care of Avoyelles and Quality Home Health I estimated under $500,000 in liabilities. Quality Home Health estimated under $100,000 in liabilities. The Debtors tapped Gold, Weems, Bruser, Sues & Rundell, in Alexandria, Louisiana, as counsel. SMITH FARMS NORTHWEST: Selling Stonelink Township Property ---------------------------------------------------------- Smith Farms Northwest, Inc., asks the U.S. Bankruptcy Court for the Eastern District Of Washington to authorize the sale of approximately 80 acres of real estate located in Stonelink Township, Clermont County, Ohio, consisting of two parcels, namely (i) a 59.0878 acre parcel (P.I.D.N. 30-29-15H-027) and primarily being farm land ("Parcel One"); and (ii) northern half of an adjacent 20.0 acre parcel (P.I.D.N. 30-29-15H-032) having approximately 10 acres of farm land with the remainder being improved by a farm house, various small and old outbuildings, and a small pond ("Northern Half of Parcel Two"). Objections, is any, must be filed within 21 days from the date of Notice. The Debtor is the owner of the Property. As reflected in Exhibit "B," the Clermont County Auditor records reflect that the market value of Parcel One is $257,500 for land and $-0- for improvements for a total market value of $257,500, or $4,358 per acre. As reflected in Exhibit "C," the Clermont County Auditor records reflect that the market value of Parcel Two is $115,000 for land and $135,100.00 for improvements for a total market value of $250,100. Subject to a final field survey and placing of survey pins, the northern half of Parcel Two has been more particularly described in a preliminary lot split drawing attached as Exhibit "D." Based on the per acre valuation of Parcel One by the Clermont County Auditor, the market value based on such valuation of the Northern Half of Parcel Two is $43,579. The property contemplated to be sold under the Purchase Agreement is all of Parcel One and the Northern Half of Parcel Two which have a combined auditor valuations of $301,079. Following the contemplated sale, assuming the instant motion is approved and the transaction is consummated, the Debtor would continue to own the remainder of Parcel Two and have an auditor valuation of $206,528. The Debtor proposes to sell the Sale Property free and clear of any interest in such property of an entity other than the estate except for certain senior encumbrances to be paid at closing. The Sale Property is presently subject to various encumbrances. The first priority encumbrance is the various assessed and unpaid real estate taxes owing on such property. The Debtor is informed and believes the amount to fully pay such mortgage is $11,591 inclusive of the second half due in June, 2018 for 2017 real estate taxes. The second priority encumbrance is the first and only mortgage of record and held by the Creditor, Merchants National Bank. That mortgage encumbers both Parcel One and Parcel Two and was recorded on Aug. 21, 2015 at Official Record Book 2593, Page 1059. The Debtor is informed and believes the amount to fully pay the principle and accrued interest upon such mortgage is $298,592 as of June 1, 2018 with a per diem of $35. Additionally, the Debtor estimates additional charges and fees are owed such Creditor in the amount of $20,000 in relation to the foreclosure action stayed by the bankruptcy filing and other related charges. The third priority encumbrance is the state lien held by the Creditor, Ohio Department of Taxation, filed on Feb. 15, 2013 in the amount of $132 under volume 2013 page SL00595. The aggregate of aforesaid encumbrances is $330,314 and exceeds the total market value of the Sale Property as valued by the Clermont County Auditor and equal to $301,079 as outlined. Accordingly, the fourth priority encumbrances on the Sale Property, same being the two judgment liens described, do not attach to equity pursuant to 11 U.S.C. 506 based upon such valuations and senior encumbrances. The first of these judgment liens is held by the Creditor, Bryan Harrison, in the amount of $14,522 and was filed on Oct. 21, 2016 under volume 2016 page JUD4010. The second judgment is held by the Creditor, YellowBook Inc., in the amount of $9,547 and was filed on April 3, 2017 under volume 2017 page JUD1945. The fourth priority encumbrances on the Sale Property also represent encumbrances upon the Southern Half of Parcel Two and following the contemplated sale, assuming the instant motion is approved and the transaction is consummated, would not be subject to any senior encumbrances. About Smith Farms Northwest Smith Farms Northwest, Inc., sought Chapter 11 protection (Bankr. E.D. Wash. Case No. 09-05819) on Oct. 16, 2009. In the petition signed by James M. Smith, president of the Company, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Steven H. Sackmann, Esq., at Sackmann Law Office, as counsel. SOAR INTO YOUR DESTINY: Taps Raymond Stilwell as Legal Counsel -------------------------------------------------------------- Soar Into Your Destiny, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Raymond Stilwell, Esq., as its legal counsel. Mr. Stilwell will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. He will charge an hourly fee of $295. In a court filing, Mr. Stilwell disclosed that he does not represent any interests adverse to the Debtor or its estate. Mr. Stilwell maintains an office at: Raymond C. Stilwell, Esq. 4476 Main Street, Suite 120 Amherst, NY 14226 E-mail: rcstilwell@roadrunner.com About Soar Into Your Destiny Soar Into Your Destiny, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-10659) on April 10, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Michael J. Kaplan presides over the case. SOUTHEASTERN GROCERS: Brookshire Buying Stores for $8.5 Million --------------------------------------------------------------- Southeastern Grocers, LLC and its debtor-affiliates filed a notice with the U.S. Bankruptcy Court for the District of Delaware of their sale of underperforming stores and assign associated leases to Brookshire Grocery Co. for $8.5 million plus the acquired inventory costs for the assets. On April 2, 2018, the Court entered the Discrete Procedures Order, whereby it authorized the Debtors to, among other things, sell the Stores free and clear of all liens, claims, encumbrances, and interests. In accordance with the Discrete Procedures Order, the Debtors (i) provide notice of their intent to enter into a Lease Sale Transaction with respect to the Assets with Brookshire Grocery Co. pursuant to their Lease Sale Agreement, dated Feb. 19, 2018, as amended by that certain First Amendment to Lease Sale Agreement, dated April 3, 2018. The Assets consist of the leases and the additional assets referenced: I. Lease: a. Landlord Name and Address: New Iberia Associates, c/o Lasala Properties, LLC, 2422 Hamburg Turnpike, Wayne, NJ 07470 b. Store Number and Banner: 1456 Winn-Dixie c. Real Property Address: 1104 East Main Street, New Iberia, LA 70560 d. Lease Expiration Date: July 10, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1456 II. Lease: a. Landlord Name and Address: Rayne Plaza Shopping Center, Inc., P.O. Box 258 Rayne, LA 70578 b. Store Number and Banner: 1459 Winn-Dixie c. Real Property Address: 1411 The Boulevard Rayne, LA 70578 d. Lease Expiration Date: June 19, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1459 III. Lease: a. Landlord Name and Address: Hammonton Partners, c/o AFI Management, 2422 Hamburg Turnpike, Wayne, NJ 07470 b. Store Number and Banner: 1490 Winn-Dixie c. Real Property Address: 2004 North Parkerson Ave., Crowley, LA 70526 d. Lease Expiration Date: June 25, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1490 IV. Lease: a. Landlord Name and Address: Park Plaza Center, LLC, c/o Beau Box Property Management, P.O. Box 66865, Baton Rouge, LA 70896 b. Store Number and Banner: 1549 Winn-Dixie c. Real Property Address: 924 Rees Street, Breaux Bridge, LA 70517 d. Lease Expiration Date: Aug. 31, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1549 V. Lease: a. Landlord Name and Address: By-Pass Partnership, 1500 Sugar Bowl Dr., Suite A, Mercedes-Benz Superdome, New Orleans, LA 70112 b. Store Number and Banner: 1558 Winn-Dixie c. Real Property Address: 2210 Veterans Memorial Drive, Abbeville, LA 70510 d. Lease Expiration Date: July 13, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1558 VI. Lease: a. Landlord Name and Address: P.S. Franklin, L.P., 2300 NW Corporate Boulevard, Suite 141, Boca Raton, FL 33431 b. Store Number and Banner: 1559 Winn-Dixie c. Real Property Address: 204 Northwest Blvd., Franklin, LA 70538 d. Lease Expiration Date: June 4, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1559 VII. Lease: a. Landlord Name and Address: WD Eunice, LLC, c/o Moss Adams LLP, 805 SW Broadway #1200, Portland, OR 97205 b. Store Number and Banner: 1570 Winn-Dixie c. Real Property Address: 1800 W. Laurel, Eunice, LA 70535 d. Lease Expiration Date: July 5, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1570 VIII. Lease: a. Landlord Name and Address: Acadian Village Management, P.O. Box 196088, Dallas, TX 75219-6088 b. Store Number and Banner: 1572 Winn-Dixie c. Real Property Address: 420 Hospital Road, New Roads, LA 70760 d. Lease Expiration Date: Sept. 14, 2020 e. Description: Permits/Licenses, Manufacturer, supplier or contractor warranties or guaranties, Inventory, Pharmacy Records, Goodwill Rights associated with the Covenant Not to Compete, FF&E f. Location: Store 1572 Brookshire has agreed to pay a purchase price of $8.5 million plus the Acquired Inventory Costs for the Assets. The Debtors propose to sell or dispose of the Assets to the Brookshire on an "as is" basis, free and clear of all liens, claims, encumbrances and other interests. The Debtors are aware of remaining liens and/or encumbrances on the Assets granted under: (1) Interim Order Pursuant to 11 U.S.C. Sections 105, 361, 362, 363, 364 And 507, Fed. R. Bankr. P. 2002, 4001 And 9014, and Del. Bankr. L.R. 4001-2 (I) Authorizing the Debtors to Use Cash Collateral of the Prepetition Secured Parties, (II) Granting Adequate Protection to the Prepetition Secured Parties, (III) Prescribing Form and Manner of Notice of and Scheduling Final Hearing, and (IV) Granting Related Relief; (2) Amended and Restated ABL Credit Agreement, dated as of May 21, 2014, among BI-LO Holding, LLC, as holdings, BI-LO, LLC, as borrower, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent; and (3) Indenture (as amended, supplemented, or otherwise modified prior to the Commencement Date), dated as of Feb. 3, 2011, pursuant to which BILO, LLC and BI-LO Finance Corp. issued Senior Secured Notes due 2019. To the extent that any party has liens and encumbrances on or interests in the Assets, the Debtors believe that any such liens, encumbrances or interests would be subject to monetary satisfaction in accordance with section 363(f)(5) of the Bankruptcy Code, and such liens, encumbrances or interests will attach to the proceeds of the sale in their same order of priority. In connection with the Transaction, the Debtors ask to assume and assign the Leases to Counterparty. Pursuant to the Discrete Procedures Order, the Debtors provide the following Assumption and Assignment Information: I. Store No. 1549 a. Proposed Effective Date of Assumption and Assignment: April 23, 2018 b. Proposed Cure Amount: $0 c. Counterparty's Name, Address, and Email Address: Brookshire Grocery Co., 1600 WSW Loop 323, Tyler, TX 75701; Attn: Trent Brookshire; Christopher Massey; Email: trentbrookshire@brookshires.com; christophermassey@brookshires.com II. Store No. 15478 a. Proposed Effective Date of Assumption and Assignment: April 23, 2018 b. Proposed Cure Amount: $0 c. Counterparty's Name, Address, and Email Address: Brookshire Grocery Co., 1600 WSW Loop 323, Tyler, TX 75701; Attn: Trent Brookshire; Christopher Massey; Email: trentbrookshire@brookshires.com; christophermassey@brookshires.com III. Store No. 1559 a. Proposed Effective Date of Assumption and Assignment: April 23, 2018 b. Proposed Cure Amount: $0 c. Counterparty's Name, Address, and Email Address: Brookshire Grocery Co., 1600 WSW Loop 323, Tyler, TX 75701; Attn: Trent Brookshire; Christopher Massey; Email: trentbrookshire@brookshires.com; christophermassey@brookshires.com IV. Store No. 1570 a. Proposed Effective Date of Assumption and Assignment: April 23, 2018 b. Proposed Cure Amount: $0 c. Counterparty's Name, Address, and Email Address: Brookshire Grocery Co., 1600 WSW Loop 323, Tyler, TX 75701; Attn: Trent Brookshire; Christopher Massey; Email: trentbrookshire@brookshires.com; christophermassey@brookshires.com V. Store No. 1570 a. Proposed Effective Date of Assumption and Assignment: April 23, 2018 b. Proposed Cure Amount: $0 c. Counterparty's Name, Address, and Email Address: Brookshire Grocery Co., 1600 WSW Loop 323, Tyler, TX 75701; Attn: Trent Brookshire; Christopher Massey; Email: trentbrookshire@brookshires.com; christophermassey@brookshires.com VI. Store No. 1572 a. Proposed Effective Date of Assumption and Assignment: April 23, 2018 b. Proposed Cure Amount: $0 c. Counterparty's Name, Address, and Email Address: Brookshire Grocery Co., 1600 WSW Loop 323, Tyler, TX 75701; Attn: Trent Brookshire; Christopher Massey; Email: trentbrookshire@brookshires.com; christophermassey@brookshires.com Objections, if any, must be filed within 14 calendar days after the date of service of the Sale Notice. A copy of the Agreement attached to the Sale Notice is available for free at: http://bankrupt.com/misc/Southeastern_Grocers_174_Sales.pdf About Southeastern Grocers Southeastern Grocers, LLC, (SEG), the parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO emerged from bankruptcy in May 2010 with Lone Star Funds remaining as majority owner. Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005. In December 2011, BI-LO Holdings signed a deal to acquire all of the outstanding shares of Winn-Dixie Stores stock in a merger. Holdings was later renamed Southeastern Grocers. On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10700). SEG commenced Chapter 11 cases to seek confirmation of a prepackaged chapter 11 plan that will cancel their unsecured notes in exchange for 100% of the equity of the reorganized company. The Debtors have requested joint administration of the cases. The Honorable Mary F. Walrath oversees the cases. Weil, Gotshal & Manges LLP is serving as legal counsel to the Debtors, Evercore is serving as their investment banker, and FTI Consulting Inc. as restructuring advisor. Prime Clerk LLC is the claims and noticing agent and administrative advisor. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. SOUTHERN PRODUCE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Southern Produce Distributors, Inc. 111 West Center Street North Faison, NC 28341 Type of Business: Southern Produce Distributors, Inc. -- http://southern-produce.com-- is a provider of sweet potatoes and peppers to markets across the US, Canada, UK and Europe. Southern Produce was founded in 1942 and is based in Faison, North Carolina. Chapter 11 Petition Date: April 20, 2018 Case No.: 18-02010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilmington Division) Judge: Hon. Stephani W. Humrickhouse Debtor's Counsel: Gregory B. Crampton, Esq. NICHOLLS & CRAMPTON, P.A. 3700 Glenwood Avenue, Suite 500 Raleigh, NC 27612 Tel: 919 781-1311 Fax: 919 782-0465 E-mail: gcrampton@nichollscrampton.com Total Assets: $27.12 million Total Liabilities: $19.96 million The petition was signed by Randy W. Swartz, president and CEO. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nceb18-02010.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Blueview Farms Trade Debt $401,200 122 Dairy Road Dunn, NC 28334 Miles Jackson Tel: 910-590-6346 Email: bvjack4@gmail.com D & T Farms Inc. Trade Debt $400,848 8008 NC Hwy 96 S Benson, NC 27504 Timmy McLamb Tel: 919-207-8148 Email: jdfarmer8520@aol.com Warren Farming Trade Debt $358,147 Partnership PO Box 223 Newton Grove, NC 28366 George Warren Tel: 910-594-1701 Email: warrenfarms@embarqmail.com Robert Fann Farming Trade Debt $317,046 220 Oscar Tate Road Salemburg, NC 28385 Robert Fann Tel: 910-249-2339 Email: fannfarms@gmail.com Bass Boyz Family Farm Trade Debt $261,394 618 Emmett Jackson Road Faison, NC 28341 Mark Bass Tel: 910-590-7950 Keith Smith Trade Debt $256,707 2515 Lakewood Road Four Oaks, NC 27524 Tel: 919-730-7692 Email: keithsmithfarms@aol.com Independent Container Line, LTD. Trade Debt $234,134 Email: sophie.brown@icl-ltd.com CMS Farms Trade Debt $190,127 Email: brandon.strickland82@gmail.com Dewitt Produce Trade Debt $152,443 Email: april@dewittproduce.com Strickland Farming Partnership Trade Debt $143,954 Email: reggie@sfgnc.net Bernie Langdon Trade Debt $136,725 Email: berniesfarm48@gmail.com John S. Connor, Inc. Trade Debt $118,795 Email: paiget@jsconnor.com Total Quality Logistics Trade Debt $103,467 Email: kjjohnson@tql.com Johnny Hope Trade Debt $98,734 Email: lhope@intrstar.net Scott Farms, Inc. Trade Debt $93,816 Email: kim@scottfarms.com William Gary Adams Trade Debt $78,656 Email: tammydadams62@gmail.com John Bean Trade Debt $68,481 Technologies Corp. Hagan Electronics, Inc. Trade Debt $64,450 Email: hagan2_pyramid@att.net Woody Thornton Trade Debt $63,984 Email: woody.thornton@yahoo.com Rankin Truck Trade Debt $63,965 Brokers, LLC Email: rankintruckbrokers@gmail.com SPOKANE COIN: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Spokane Coin Exchange, Inc., as of April 19, according to a court docket. About Spokane Coin Exchange Spokane, Washington-based Spokane Coin Exchange, Inc. -- http://spokanecoinexchange.com/-- is a dealer of gold, silver, platinum and palladium, both in coin or bullion form, including the popular American Eagle and Canadian Maple Leaf series, Krugerrands and Pandas, Johnson Matthey, Engelhard, Credit Suisse and Swiss Credit Corp products. Spokane Coin Exchange has been serving collectors and investors of rare coins, currency, philatelics, precious gemstones, works of art, and bullion products since 1973. Spokane Coin Exchange, Inc., based in Spokane, WA, filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 18-00826) on March 28, 2018. In the petition signed by Steven Baldwin, president, the Debtor disclosed $309,000 in assets and $1.93 million in liabilities. The Hon. Frederick P. Corbit presides over the case. Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as bankruptcy counsel to the Debtor. STAG INDUSTRIAL: Fitch Retains BB+ Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has assigned a 'BBB' rating to the private placement offering announced by STAG Industrial Operating Partnership, L.P., the operating partnership of STAG Industrial, Inc. (NYSE: STAG). The $175 million unsecured notes issuance includes two tranches, including $75 million of 4.10% notes due June 2025 and $100 million 4.27% notes due June 2028. The transaction is anticipated to close on or around June 13, 2018. Net proceeds from the sale of the notes will be used to refinance debt and for general corporate purposes. KEY RATING DRIVERS Appropriate Leverage: Fitch projects the company will sustain leverage around 5.5x during the next three years on an annualized basis, which is within the company's stated operating band of 5x-6x. STAG's leverage was 4.9x based on an annualized run rate of recurring operating EBITDA for the quarter ending Dec. 31, 2017 and 5.3x for fiscal year (FY) 2017. The company's leverage increases to 5.6x after including the company's preferred stock, which is given 50% equity credit. Single Tenant Focus: STAG has a differentiated strategy with regard to both its product and market focus compared to other public REIT peers in the industrial property sector. Its portfolio consists of single tenant asset buildings versus multi-tenant buildings that other REITs pursue. This focus creates incremental risk in that there is more of a binary outcome in STAG's portfolio; each building is either 100% leased or 0% leased. Therefore, a partial impact when an individual tenant vacates its space does not exist in the same manner that it does for multi-tenant buildings, where the remainder of the building is still occupied. However, this market concentration also presents opportunities from the perspective that there is less competition and the other players in the space tend not to be as sophisticated or well-capitalized as typical institutional buyers, which creates enhanced pricing and return potential. Moreover, STAG's ownership of an entire portfolio of these types of buildings creates a mitigating effect, where it has approximately 95% overall occupancy that its smaller, less capitalized competitors in the space cannot replicate. The company's management team focuses on the binary aspect of the cash flow of individual, single-tenant, industrial properties and the opportunity for cash flow growth across markets, industries, segments and property sizes. This differentiated business model is thoughtful in its considerations of leasing, asset management, credit and capital market funding, which Fitch views favorably. STAG's growth strategy focusing on the acquisition of single tenant industrial buildings, includes warehouse/distribution properties (89.3% of annualized base rent [ABR]), manufacturing assets (8.1%) and flex/office space (1.3%). The company's emphasis on relative value has predominantly led it to acquire properties in secondary markets throughout the U.S. by sourcing third party purchases and structured sale-leasebacks. Such transactions typically range in price from $5 million to $50 million. The company has only minimal exposure to what is generally considered 'core' U.S. industrial and logistics markets, which include Chicago, Los Angeles/Inland Empire, Dallas-Fort Worth, Atlanta and New York/Northern New Jersey. Fitch views this as a credit negative, all else equal, given superior liquidity characteristics for industrial assets in these 'core' markets both in terms of financing capacity and transaction volumes. However, the portfolio's granular geographic diversity should help reduce cash flow volatility; STAG's top 10 markets comprise less than half (45.8%) of total ABR, with no market representing greater than 10%. Differentiated Strategy within Fragmented Market: In addition to the company's focus on relative value across the top 60 markets, where it believes more attractive pricing and consequently higher potential returns can be found, STAG further looks to differentiate itself by exploiting the fragmented nature of its market approach. Its current market share in target markets is less than 1% of the $250 billion single-tenant industrial market, providing growth opportunities in the company's target asset class. The company presently has approximately a 40/50/10 allocation to primary, secondary and tertiary markets, respectively. At Dec. 31, 2017, secondary markets comprised 49.9% of annualized base revenue, followed by primary markets (42.4%) and tertiary markets (7.7%). The company defines primary markets as the 34 largest industrial metropolitan areas, which each have approximately 200 million or more in net rentable square footage. Secondary industrial markets have net rentable square footage ranging from approximately 25 million to approximately 200 million and tertiary markets are those with less than 25 million square feet of net rentable industrial square footage. Limited Organic Growth: Fitch expects STAG's same-store net operating income (SSNOI) to be flat to slightly positive through our projection period as occupancy losses offset solidly positive leasing spreads. STAG's SSNOI growth will likely trail its industrial REIT peers due to the company's strategy of acquiring 100% occupied single-tenant industrial buildings. As the company grows larger and its acquisitions season, the law of large numbers essentially pulls STAG's portfolio occupancy rate closer to market (roughly 93% to 95%). However, the same-store pool only represents approximately two-thirds of the company's existing portfolio and it averages annual rent escalations of approximately 2%; therefore, Fitch projects the total existing in-place portfolio to experience internal growth of approximately 1% for FY2018. STAG is generally compensated for this occupancy loss through higher going-in yields for acquisitions. The company's leasing spreads and tenant retention rates are generally in-line with its peers, which Fitch views as alternative measures of portfolio quality and functionality. STAG's cash SSNOI declined by -0.4% during the fourth quarter of 2017 (4Q17) and -0.1% for the year ended 2017. This follows positive 2.6% and 0.6% SSNOI growth during 2016 and 2015, respectively, which reversed a negative trend that included SSNOI declines of 2.3% and 2.2% in 2014 and 2013, respectively. STAG retained 59% of its expiring leased square footage for the year ended Dec. 31, 2017, which was lower than the company's long-term average of 70% but was related to certain operational decisions made over the course of the year to let specific leases expire in order to generate higher rental rates or opportunistic vacant property sales. The result was a decrease in tenant retention to 59% from 73% in 2017 but with minimal impact to occupancy and stronger rent growth expectation prospectively. Improving Capital Access: STAG's issuances of senior unsecured notes in July 2014, October 2014, December 2014, February 2015 and December 2015 have been important milestones in the company's transition to a predominantly unsecured borrowing strategy, evidencing broader access to unsecured debt capital. However, STAG's unsecured debt capital access remains somewhat less established than similarly rated peers pending an inaugural public unsecured bond offering and further private placement issuance. Prior to the company's inaugural private placement issuance, STAG's unsecured borrowings were limited to three bank term loans, as well as drawdowns under the company's unsecured revolver. However, the company continues to move toward an entirely unsecured debt strategy with only $59 million of mortgage debt (approximately 5.0% of total debt) remaining in its capital structure. Solid Portfolio Diversification: STAG's portfolio has good diversification from a geographic perspective with no market comprising as much as 10% of ABR. At Dec. 31, 2017, Philadelphia had the highest concentration of any market at 9.9% of ABR; the company's top 10 markets only comprise 45.8% of ABR. Likewise, STAG has strong tenant diversification; its largest tenant, General Services Administration only represents 2.6% of annualized base rent and the top 10 tenants only comprise 13.9% of ABR. In addition, STAG has reasonable industry diversification among its tenant base, although it does have moderate concentration in its highest represented industries with automotive at 13.8% of ABR and air freight and logistics at 12.5% of ABR. Straightforward Business Model: STAG has not made investments in ground-up development or unconsolidated joint venture partnerships, in contrast to many of its industrial REIT peers. The absence of these items helps simplify the company's business model, improve financial reporting transparency and reduce potential contingent liquidity claims, which Fitch views positively. Preferred Stock Notching: The two-notch differential between STAG's Issuer Default Rating (IDR) and preferred stock rating is consistent with Fitch's criteria for a U.S. REIT with an IDR of 'BBB'. These preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. DERIVATION SUMMARY STAG's ratings reflect the issuer's sound portfolio of industrial real estate that is well distributed across the U.S. with a solid management team and leverage that is relatively low for the rating category. The company has a relatively simple business model with minimal exposure to joint ventures or development risk. These strengths are partially offset by lower anticipated organic growth than industrial peers due to its single tenant asset concentration. STAG possesses a smaller portfolio relative to higher rated industrial REIT peers, such as Prologis and Duke Realty with weaker demonstrated access to capital than these companies. However, STAG does exhibit stronger diversification, more conservative financial policies and potentially less volatility than lower rated industrial peers, Rexford and Terreno. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- SSNOI growth in the 1%-2% range over the forecast period; -- Acquisitions of $600 million, $650 million, $750 million, and $800 million in 2018, 2019, 2020 and 2021, respectively; -- Dispositions of $200 million-250 million annually; -- Equity issuance of $150 million in 2018, $250 million in 2019, and $300 million in 2020 and 2021. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Leverage calculated on an annualized basis adjusted for acquisitions sustaining below 5.0x (leverage was 5.3x as of Dec. 31, 2017); -- Further expansion of STAG's unsecured debt capital access; -- Fixed charge coverage sustaining above 4.0x (coverage was 4.1x for the year ended Dec. 31, 2017). Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Indications that STAG's property portfolio is not competing effectively within its markets, which could include below market leasing velocity and rent growth and weak SSNOI growth for seasoned acquisitions; -- Fitch's expectation for leverage sustaining above 6x; -- Fixed charge coverage sustaining below 3.0x; -- Unencumbered assets to net unsecured debt of below 2.0x. LIQUIDITY Adequate Liquidity: Fitch calculates on a pro-forma basis for the transaction that STAG's liquidity coverage is 1.9x for the period from Jan. 1, 2018 to Dec. 31, 2019. This results in a liquidity surplus of approximately $280 million, assuming the company draws on the delayed draw term loan before July 2018. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the revolving credit facility, and expected retained cash flows from operating activities after dividend payments) divided by uses of liquidity (debt maturities and recurring capital expenditures), adjusting for known pro-forma activities. FULL LIST OF RATING ACTIONS Fitch has assigned a 'BBB' rating to STAG's $175 million private placement offering of unsecured notes. Fitch's existing ratings for STAG are as follows: STAG Industrial, Inc. --Issuer Default Rating (IDR) 'BBB'; --Preferred stock 'BB+'. STAG Industrial Operating Partnership, L. P. --IDR 'BBB'; --Unsecured revolving credit facility 'BBB'; --Unsecured term loans 'BBB'; --Unsecured notes 'BBB'. The Rating Outlook is Stable. STAR MOUNTAIN: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------- The Office of the U.S. Trustee on April 18 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Star Mountain Resources, Inc. The committee members are: (1) Michael Nelson Christiansen 12020 Southern Highlands Pkwy., Apt. 1223 Las Vegas, NV 89141 Phone: 310-503-0377 Email: michael@christiansen.tv (2) Lanesborough, LLC c/o David Linsley 42 Bettridge Road Fulham SW6 3QD London United Kingdom Phone: 44 207 9172968 Email: david@linsley.ch (3) Aviano Financial Group, LLC c/o Bernard Guarnera 9213 Las Manaitas Ave., Suite 401 Las Vegas, NV 98144 Phone: 303-809-4265 Email: guanera@dolbear.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Star Mountain Resources Star Mountain Resources Inc. -- http://www.starmountainresources.com/-- is a small cap mining company focused on the acquisition of mineral properties and their development into producing mines. It is headquartered in Tempe, Arizona. Star Mountain Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01594) on Feb. 21, 2018. In the petition signed by Mark Osterberg, president and chief operating officer, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Daniel P. Collins presides over the case. Fennemore Craig, P.C., is the Debtor's bankruptcy counsel. SUPERIOR ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to B+ ------------------------------------------------------------- Egan-Jones Ratings Company, on April 12, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Superior Energy Services Inc. to BB- from B+. Headquartered in Houston, Texas, Superior Energy Services, Inc. is an oilfield services company. In 2014 it ranked 534 on the Fortune 1000. TALBOTS INC: S&P Alters Outlook to Negative & Affirms 'B-' CCR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Hingham, Mass.-based specialty apparel retailer The Talbots Inc. to negative from stable. As the same time, S&P affirmed the 'B-' corporate credit rating. S&P said, "Additionally, we affirmed our 'B-' issue-level rating on the company's $415 million first-lien term loan facility. The '3' recovery rating is unchanged and indicates our expectation for meaningful (50%-70%; rounded estimate 50%) recovery in the event of a payment default. At the same time, we affirmed our 'CCC' issue-level rating on the company's $170 million second-lien term loan facility. The '6' recovery rating is unchanged and indicates our expectation for negligible (0%-10%; rounded estimate 0%) recovery in the event of a payment default. "The outlook revision reflects our expectation that Talbots' operating performance will remain under pressure in the near term due to the potentially lingering impact of a merchandising misstep in the fourth quarter of fiscal 2017. The company's holiday merchandise introduced several product details that did not resonate well with its core customer base. While management has taken steps to address this, we expect sales to remain challenged and additional margin deterioration in the near term as the company engages in more aggressive promotional activity to clear excess inventory. In addition, the company's ABL facility could become current in February 2019 if the first-lien term loan due in March 2020 is not refinanced prior to that, resulting in potential pressure on liquidity. "The negative outlook reflects our expectation that performance will remain under pressure over the next several quarters because of the potentially lingering effects of a merchandising misstep in the fourth quarter of fiscal 2017. We expect credit metrics will deteriorate over the next 12 months, with FFO to debt in the mid-14% area and FCC ratio in the mid-1.0x at the end of fiscal 2018. The negative outlook also considers the adverse impact of performance uncertainty on the company's ability to refinance its first-lien term loan due 2020 and address the springing maturity of its ABL facility. "We could lower the rating if operating performance is meaningfully below our expectations, such that we view the company's capital structure as unsustainable. This could occur if the company faces additional merchandise missteps resulting in persistent and meaningfully negative declines in comparable sales, accompanied by further margin deterioration. Additionally, we could also lower the rating if the company fails to refinance its first-lien term loan such that the ABL facility becomes current and constrains liquidity. "We could revise the outlook to stable if the company manages to stabilize operating performance, such that we expect credit metrics to improve modestly, including FFO to debt approaching the high-teens area with FCC ratio in the high-1.0x area or better. This would likely by driven by effective resolution of the recent merchandising misstep, resulting in modestly positive comparable sales growth, and an approximately 150-bp improvement above our base-case adjusted EBITDA margin. We would also expect the company to refinance its first-lien term loan, such that the springing maturity of its ABL facility is adequately addressed." TEXAS E&P: Trustee Selling Field Leases and Equipment for $100K --------------------------------------------------------------- Jason R. Searcy, the Chapter 11 Trustee of Texas E&P Operating, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of (i) the oil and gas leases that make up the Willamar Field in Willacy County, Texas; and (ii) all the Debtor's equipment, machinery, tools, fixtures and other tangible personal property and improvements located on the Properties or used or held for use solely in connection with the operation of the Properties, to Black Ink Resources, LLC for $100,000. On July 13, 2017, Stephen Robinson, on behalf of himself and derivatively on behalf of Chestnut Production Fund IV, LLP, filed his Original Petition (as amended by the First Amended Petition) against the Debtor and its related defendants for suit to quiet title, fraud, breach of contract, and related causes of action and requests for relief, initiating the case styled Chestnut Production Fund IV, LP, et al. vs. Texas E&P Operating, Inc., et al., Cause No. DC-17-08359 in the 101st Judicial District Court of Dallas County, Texas. The Debtor scheduled interests in the Willamar Field Leases and Equipment among the estate's assets. Upon the Trustee's appointment, the Trustee investigated the Willamar Field Leases and the Equipment and engaged with Mr. Robinson, as authorized agent for Black Ink, in good faith, arms-length negotiations regarding the purchase and sale of the Willamar Field Leases and the Equipment, resulting in the Proposed Sale. The Willamar Field Leases consist of only four active wells and several shut in wells. However, the Debtor does not have sufficient funds to repair, maintain, and operate these wells. As a result, the remaining active wells are at imminent risk of being lost if the Settlement is not approved. In fact, the Trustee was recently instructed by the Texas Railroad Commission to shut in the remaining active wells, so that the Texas Railroad Commission can seal them. In such an event, the estate would risk losing any title it has in the Willamar Field Leases, because those leases expire by their own terms after a set period of time with no oil or gas production. Further, the age, condition, and costs associated with moving the Equipment substantially impair its value. Robinson agrees to cooperate in any action by the Debtor against Mark Plummer. The Trustee transfers the Willamar Field Leases and the Equipment to Black Ink by asset purchase agreement, free and clear of any liens and claims. The Trustee executed a form P4 transferring related operating rights to Black Ink. He releases any of the Debtor's and estate's remaining rights, if any, to the Willamar Field Leases and the Equipment. In summary, the Proposed Sale of the Willamar Field Leases and Equipment to Black Ink represents a good deal for the estate. In the Trustee's business judgment and experience, after a reasonable investigation, the Willamar Field Leases and Equipment are unlikely to result in any higher or better offers from other parties. The Proposed Sale of the Willamar Field Leases and Equipment to Black Ink represents the highest and best use of the Willamar Field Leases and Equipment, returning the most value to the estate and its creditors. Due to the recent notice from the Texas Railroad Commission to shut in the remaining active wells on the Willamar Field Leases, the Motion is being filed on an emergency basis. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Texas_E&P_146_Sales.pdf About Texas E&P Operating Based in Richardson, Texas, the Texas E&P group of companies -- http://texasepgroup.com/-- offer direct investment opportunities in its oil and natural gas projects in the Southwestern United States. From the initial investment to the production of each well, the Group oversees each phase of development. Texas E&P Operating is an independent oil and natural gas operator, with specialties in developing new and existing oil fields since 1994. Texas E&P Funding manages a diverse offering of oil and natural gas investments. Texas E&P Well Service is in the well workover and completion industry, with dedication to safety and innovation. Texas E&P Operating, Inc., f/k/a Chestnut Exploration and Production, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017. In the petition signed by Mark A. Plummber, president, the Debtor estimated its assets and liabilities at between $10 million and $50 million. Judge Stacey G. Jernigan presides over the case. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors' in the Debtor's case. The Committee retained Okin Adams LLP as its legal counsel. On Jan. 19, 2018, Jason Searcy was appointed as the Debtor's Chapter 11 trustee. The trustee hired Searcy & Searcy, P.C., as bankruptcy counsel. Snow Spence Green LLP, is the special counsel. TEXDOM INVESTMENTS: Has Until May 28 to Exclusively File Plan ------------------------------------------------------------- The Hon. Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas has extended, at the behest of Texdom Investments, LLC, the Exclusive Filing Period to May 28, 2018, and an extension of the exclusive Solicitation Period to July 27, 2018. As reported by the Troubled Company Reporter on April 10, 2018, the Debtor relates that the Court has conducted a status conference on Jan. 19, 2018, in McAllen. At that time Debtor anticipated staying within such time frames. Circumstances have changed in that several creditors have contacted Debtor's counsel to discuss possible resolutions of their issues by consensual plan. A new CPA accountant has also been employed by Debtor. After the Debtor and Counsel meeting with the CPA and analyzing past tax returns for the Debtor, it is likely that tax examination will lead to the necessity of restatement of one or more pre-petition tax returns, impacting the Disclosure Statement and the Plan. Moreover, an unexpected expense has been presented. Multiple sprinkler heads likely will be replaced at significant cost. (The initial bid was $25,000). The Debtor is negotiating another bid, but in any case the expense will impact profitability and this together with other creditor negotiations impact feasibility of the Plan and the rate at which Debtor can repay its debt to its secured lender. About Texdom Investments Founded in 2013, Texdom Investments, LLC, owns apartment properties in McAllen, Texas, valued by the company at $4.6 million. Texdom Investments filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-70485) on Dec. 14, 2017. In the petition signed by Ramon I. Rodriguez, manager, the Debtor disclosed $4.62 million in total assets and $4.42 million in total liabilities. The case is assigned to Judge Eduardo V. Rodriguez. Kurt Stephen, Esq., at the Law Office of Kurt Stephen, PLLC, serves as the Debtor's bankruptcy counsel. TOPS HOLDING II: Proposes Protocol for Store Closings, Taps Grafe ----------------------------------------------------------------- Tops Holding II Corporation and its debtor-affiliates ask the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to approve store closing procedures and establish guidelines to sell, transfer, or abandon the store closing assets at any Closing Store, in each case free and clear of liens, claims, or encumbrances. Tops also seeks Court authority to enter into a Liquidation Consulting Agreement with Grafe Auction Co. A hearing on the Debtors' request is set for May 10, 2018 at 10:00 a.m. (Eastern Time). Sunny Singh, Esq., at Weil, Gotshal & Manges LLP, explains that a few of the Debtors' stores have consistently underperformed. Historically, these underperforming stores, among other things, are subject to above-market rent, are in regions over-saturated with supermarkets, or are too large for the Debtors' needs. The Debtors seek authority to close any stores that they determine, in their business judgment, should be closed to preserve liquidity and maximize the value of their respective estates. Grafe will advise the Debtors and conduct sales of furniture, fixture and equipment at certain Closing Stores. The Debtors may withdraw a Closing Store from the Liquidation Consulting Agreement at their discretion upon 14 days' notice, and additional Closing Stores and FF&E may be added to the Liquidation Consultant Agreement by mutual agreement between the Debtors and the Liquidation Consultant. The Debtors, on their own behalf, will conduct the sales of the inventory and other Store Closing Assets at the Closing Stores -- including the Grafe Sales Stores -- given that they have the infrastructure and experience in running seamless and efficient multi-store closing processes. The Debtors believe that their experience in conducting store-closing sales, and the Liquidation Consultant's expertise in selling FF&E, will maximize the value of the assets being sold for the benefit of all parties in interest. The Debtors will serve upon employees and their union representatives affected by the Closing Stores required notice under the Worker Adjustment and Retraining Notification Act and applicable state laws. They will also continue to comply with laws, statutes, rules, or ordinances which are for the protection of the health and safety of the public and consumer protection laws. Pharmaceutical assets located in pharmacies at the Closing Stores, which includes the pharmaceutical products inventory and customers' scripts, will not be sold to the general public. Where the Debtors operate a pharmacy in a Closing Store that is near another of the Debtors' stores, the Pharmaceutical Assets will either be (i) transferred to the Open Store or (ii) the Debtors will market and sell the Pharmaceutical Assets to other pharmacies located in close proximity (but only after such third party pharmacies have signed confidentiality agreements) in an expeditious manner. Grafe will sell the FF&E at the Closing Stores, either at public auction or by selling all of the FF&E at a particular Closing Store to a third party (not at auction). Grafe guarantees net proceeds of at least $30,000 per Closing Store. The Debtors are responsible for payment of all specifically enumerated Sale Expenses, which are (a) advertising, (b) dumpsters, (c) salvage refrigeration copper, and (d) Freon reclamation and removal of sprinkler heads. Grafe will be solely responsible for all other costs, fees and expenses incurred in the course of performing its duties under the Liquidation Consultant Agreement. The Debtors will allow Grafe to retain any salvage refrigeration copper in the applicable Grafe Sales Stores as compensation for the cost and expense of hiring Marchenese Refrigeration to disconnect the FF&E sold at auction and remove any remaining personal property and equipment of the Debtors at the Grafe Sales Stores, which services shall otherwise be at the Liquidation Consultant's sole cost and expense. The Debtors' liability for Sale Expenses relating to advertising is capped at $2,350 per Closing Store. The Debtors shall pay Grafe a Commission, which is 15% of the total sale proceeds collected from the sale of the FF&E. The Debtors also authorize Grafe to collect and retain from third party buyers a 15% buyer's premium/fee, offer a 3% discount for cash or certified funds, and charge a 3% buyer's premium surcharge to online buyers of the FF&E on the date of such sale. About Tops Holding II Corporation Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, New York, and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner, in Upstate New York, Northern Pennsylvania, and Vermont. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. Lawyers at Weil, Gotshal & Manges LLP led by Sunny Singh, Ray C. Schrock, P.C., and Stephen Karotkin, serve as counsel to the Debtors. The Debtors hired Hilco Real Estate, LLC, as their real estate advisor, and Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 6, 2018. TOWERSTREAM CORP: Obtains Waivers of Loan Agreement Conditions -------------------------------------------------------------- Towerstream Corporation and its subsidiaries Towerstream I Inc., Hetnets Tower Corporation, Omega Communications Corporation, Alpha Communications Corporation and Towerstream Houston, Inc. have entered into a second amended and restated Forbearance to Loan Agreement with Melody Business Finance LLC and the majority lenders under the loan agreement entered into on Oct. 16, 2014 by and among the Company, certain of its subsidiaries, Melody and the lenders. Pursuant to the Second Amended and Restated Agreement, Melody and the majority lenders waived the Company's requirement under Section 6.1(a)(i) of the Loan Agreement to deliver to Melody an auditor's report without a "going concern" qualification through June 30, 2018. In addition, Melody, through the Forbearance Period, waived the Company's requirement to maintain at least $6,500,000 minimum in deposit accounts or securities accounts and agreed to forbear from exercising any of its rights with respect to an event of default related to the Qualified Report and the $6,500,000 Minimum. The Forbearance Period will terminate upon the Company's failure to maintain at least $3,000,000 minimum in deposit accounts or securities accounts or upon the occurrence of certain events of default. The Company also agreed, among other things, (i) to certain milestones in connection with a proposed sale of the Company, (ii) subject to applicable law, to cease filing periodic reports with the Securities and Exchange Commission and (iii) to issue to Melody a new series of preferred stock that will be entitled to receive upon a liquidation event a distribution as set forth in the Second Amended and Restated Agreement. The Second Amended and Restated Agreement amends and restates in full the forbearance agreement by and between the Company and Melody originally effective Jan. 26, 2018, as amended and restated on Feb. 28, 2018 and amended on March 30, 2018. A full-text copy of the Second Amended and Restated Forbearance to Loan Agreement dated April 15, 2018 is available for free at: https://is.gd/JilRGQ About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $14.37 million in 2017 and a net loss attributable to common stockholders of $22.15 million in 2016. As of Dec. 31, 2017, Towerstream had $26.45 million in total assets, $40.84 million in total liabilities and a total stockholders' deficit of $14.39 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, Marcum LLP, the Company's accounting firm since 2007, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TREATMENT CENTER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: The Treatment Center of the Palm Beaches, LLC 4905 Lantana Road Lake Worth, FL 33463 Type of Business: The Treatment Center of the Palm Beaches, LLC, located in West Palm Beach, Florida, is an addiction treatment center whose mission is to transform the lives of every individual and family member that walks through its doors. Since 2009, the Treatment Center has offered custom treatment programs for drugs, alcohol, trauma, mental health, and other addictions. https://www.thetreatmentcenter.com/ Chapter 11 Petition Date: April 19, 2018 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 18-14622 Judge: Hon. Erik P. Kimball Debtor's Counsel: Robert C Furr, Esq. FURR & COHEN 2255 Glades Rd #337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-mail: ltitus@furrcohen.com Total Assets: $11.07 million Total Liabilities: $6.12 million The petition was signed by Judi Gargiulo, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-14622.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Express Credit Card $613,350 PO Box 650448 Dallas, TX 75265-0448 Chase Cardmember Service Credit Card $101,156 Corepoint Health, LLC IT Support $10,000 Drug Testing Lab Expense $14,586 Program Managment ESPN Marketing $19,500 Google AdWords Marketing $589,278 Dept: 33654, P.O. Box 39000 San Francisco, CA 94139 Hutchinson & Legal Services $10,000 Huffman, P.A. Labratory Lab Expense $10,000 Managament Consultants Marin Software, Inc. I.T. Software $30,000 Med Pro Billing, Inc Billing Collections $838,344 7200 West McNab Road Fort Lauderdale, FL 33321 Miami Dolphins Brodsky Breach of Contract $165,312 Lawsuit National Media TV Advertising $20,700 Connection Netsmart Techologies, Inc. Electronic Health $205,640 Records Service Outfrond Media Billboards $36,410 Palm Beach County Property Control $122,052 Tax Collector No.: 00-42-44-36- 33-000-000 Palm Beach County Property Taxes $10,649 Tax Collector Philadelphia Insurance $11,166 Insurance Premium Companies Shoppes of Atlantis Rent $24,110 WPTV/Scripps Media Marketing $19,775 Zenith Insurance Company Insurance $12,935 Premium TSC/MAYFIELD: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of TSC/Mayfield, LLC, as of April 17, according to a court docket. About TSC/Mayfield TSC/Mayfield, LLC, is a privately held company in Columbia, Maryland, engaged in activities related to real estate. The Company is the fee simple owner of five real properties in Odenton, Maryland having an aggregate value of $3.54 million. TSC/Mayfield filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-13611) on March 19, 2018. In the petition signed by Bruce S. Jaffe, manager, the Debtor disclosed $3.54 million in total assets and $2.78 million in total liabilities. David W. Cohen, Esq., at the Law Office of David W. Cohen, is the Debtor's counsel. UNITED RENTALS: S&P Hikes Corp. Credit Rating to BB, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on equipment rental company United Rentals Inc. and its operating subsidiary, United Rentals (North America) Inc., to 'BB' from 'BB-'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's $1 billion senior secured notes due 2023 to 'BBB-' from 'BB+'. The recovery rating is unchanged at '1', reflecting our expectation of very high (90%-100%, rounded estimate 95%) recovery for lenders in the event of a payment default. "We also raised our issue-level ratings on the company's senior unsecured debt (in various tranches due 2024-2028) to 'BB' from 'BB-'. The recovery rating is unchanged at '4', reflecting average (30%-50%, rounded estimate 30%) recovery for lenders in the event of a payment default. "The upgrade reflects our expectation that URI will maintain its debt-to-EBITDA of 3x or less over the next 12-18 months, which should provide it with a sufficient cushion to absorb the volatility in its rental equipment demand over an economic cycle. Specifically, we expect the company's debt to EBITDA to improve to the low-to-mid-2x area over the next 12 months (from about 3.1x at Dec. 31, 2017), incorporating steady demand in the company's end markets, stable equipment utilization in the high-60% area, and continued improvement in equipment rental pricing. The equipment rental industry continues to experience positive trends, with an expanding economy (modestly boosted by the impact of U.S. tax reform), stable to improving prices for oil and other commodities, and solid nonresidential construction growth in the U.S. We expect the dynamics of the equipment rental industry, primarily a continued improvement in rental pricing (as we began to see in late-2017) and a more balanced supply and demand for rental equipment, will support URI's ability to continue to improve its credit measures. In 2018, we expect the company will generate strong free operating cash flow of about $1.3 billion and use the bulk of this cash for acquisitions and share repurchases. We expect URI to maintain its balanced approach to capital allocation, including organic growth, acquisitions, and shareholder returns, to maintain or improve its credit measures. The company recently announced that its board of directors authorized a new $1.25 billion share repurchase program (slightly larger than the current $1 billion program that commenced in 2015). We expect the company to exhaust the $168 million remaining under the current authorization this year and then opportunistically utilize the new program throughout 2018 and 2019. "The stable outlook reflects our expectation for strong demand growth, improving equipment rental pricing and utilization, and for the company to continue to focus on cost and capital management, enabling them to improve leverage to the low-to-mid-2x area over the next 12 months. We believe this leverage level should provide the company with a cushion of about 1x to absorb the potential volatility in its EBITDA over the economic cycle and the high degree of capital intensity in its industry. We also expect the company to continue to make financial policy decisions--particularly those related to share repurchases and future acquisitions--that enable it to sustain this level of leverage over the next 12 months. "We could lower the rating if we expect the company to experience a significant decline in end-market demand, while sustaining high levels of capital investment that results in leverage increasing and sustaining above 3x. We could also lower the rating if the company completes significant share repurchases or debt-funded acquisitions that results in the same level of leverage. "Although unlikely over the next 12 months, we could raise our rating if we expect the company's debt to EBITDA to improve to below 2x in an upcycle while balancing capital investments with cash flow generation. Under this scenario, we would also need to be confident that the company's financial policies were aligned with this level of leverage." USIC HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR --------------------------------------------------------------- S&P Global Ratings revised its outlook on USIC Holdings Inc. to negative from stable and affirmed its 'B' corporate credit rating on the company. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's $85 million revolving credit facility due 2021 and first-lien term loan due 2023 (including the proposed $75 million incremental first-lien term loan). The '3' recovery rating remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. "In addition, we affirmed our 'CCC+' issue-level rating on USIC's $290 million second-lien term loan due 2024. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "We revised our outlook on USIC to negative because the additional debt it will take on to fund its acquisition of On Target Utility Services will cause its adjusted debt leverage to increase toward the high end of our expectations for the current rating. In addition, we note that the company's operating cash flow generation has been weaker than we previously expected. Although we believe USIC will modestly increase its EBITDA over the next 12 months, which should reduce its adjusted debt leverage below 7x, we note that there is a chance that its leverage will remain above 7x for a sustained period. "The negative outlook on USIC reflects that the incremental debt the company is taking on the fund its acquisition of On Target Utility Services will cause its adjusted debt leverage to increase toward the high end of our expectations for the current rating. In addition, we note that USIC's operating cash flow generation has been weaker than we previously expected. Although we anticipate that the company will modestly increase its EBITDA over the next 12 months, which should reduce its adjusted debt leverage below 7x, the negative outlook reflects that we could lower our corporate credit rating on USIC if we believe that its adjusted debt-to-EBITDA will remain above 7x for an extended period. "We could lower our ratings on USIC over the next 12 months if the company's free cash flow approaches breakeven or we believe that its liquidity position will become constrained. Alternatively, we would consider downgrading the company if its debt leverage remains above 7x on a sustained basis, potentially because of a decline in its EBITDA margins coupled with a larger-than-anticipated debt-funded dividend or acquisition. The company's EBITDA margins may decline if, for example, weather-related disruptions, aggressive bidding in its industry, or a reversal of the recent improvement in its damage expenses causes it to post a weaker-than-expected operating performance. "We could revise our outlook on USIC to stable over the next 12 months if the company improves its FOCF generation such that its FOCF-to-debt ratio increases to about 4% on a sustained basis." VENOCO LLC: Needs More Time to Exclusively File Plan ---------------------------------------------------- Venoco, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for further extension of the exclusive periods during which only the Debtors can file Chapter 11 plans and solicit acceptances of the plan through and including July 11, 2018, and Sept. 11, 2018, respectively. A hearing on the Debtors' request is set for May 23, 2018, at 10:00 a.m. (ET). Objections to the requested extension must be filed by April 24, 2018, at 4:00 p.m. (ET). As reported by the Troubled Company Reporter on Jan. 10, 2018, the Court entered a second order extending the exclusive periods for the Debtors to file Chapter 11 plans and solicit acceptances of the plan through and including April 12, 2018, and June 13, 2018, respectively. Over the past several months, the Debtors have worked cooperatively with certain key creditors to resolve these cases in their creditors' best interests. After preparing a generally supported plan of liquidation and soliciting input from their key creditors, the Debtors filed a solicitation version of the Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation proposed by the Debtors on March 22, 2018. In accordance with the solicitation and tabulation procedures established by the Court in the interim approval and procedures order, the Debtors have commenced solicitation of, and await votes on, the Combined Disclosure Statement and Plan. The Debtors warn that absent an extension of time proposed by the Debtors, the voting deadline is May 14, 2018, at 4:00 p.m. (prevailing ET), and the Court has scheduled a combined hearing for final approval of the disclosures in, and confirmation of, the Combined Disclosure Statement and Plan on May 23, 2018 at 10:00 a.m. (prevailing ET). The Debtors are approaching the deadline established by the Court pursuant to the order entered on Jan. 8, 2018, which affords the Debtors the exclusive right to file a plan through and including April 12, 2018. Accordingly, the Debtors are filing this motion out of an abundance of caution to ensure that the Exclusive Periods do not lapse before they complete the work to necessary achieve Confirmation and Consummation of the Combined Disclosure Statement and Plan. This extension will enable the Debtors to focus on the Combined Disclosure Statement and Plan they have already negotiated, filed, and solicited, while minimizing the risk of unnecessary and costly distractions, serving the best interests of the Debtors, their estates, and their creditors. The Debtors submit this rationale, in light of the significant good faith progress the Debtors have made in these cases to date, is sufficient "cause" under section 1121(d) of the U.S. Bankruptcy Code for the requested relief, and thus the Debtors respectfully request the Court grant this motion. The Debtors have, among other things, (a) conferred with their key creditors and formulated a generally supported plan of liquidation, (b) obtained Court approval of the Combined Disclosure Statement and Plan for solicitation purposes through the Interim Approval and Procedures Order, and (c) commenced solicitation on the Combined Disclosure Statement and Plan. These tasks required substantial time and resources from the Debtors, and demonstrate the Debtors' good faith progress to reach a successful conclusion of these cases that maximizes value for the creditors and the estates. With the Debtors' solicitation process ongoing, and the Combined Hearing approaching, the Debtors make this request for additional time to continue pursuing Confirmation and Consummation of the Combined Disclosure Statement and Plan as efficiently as possible. Although the Debtors do not anticipate any parties in interest proposing a competing plan -- especially one that would better serve their creditors' best interests -- this extension will avoid any unnecessary and costly distractions other creditors may interpose while the Debtors conclude the plan process already undertaken. Accordingly, the Debtors submit that good faith progress has been made in these Cases to date, warranting an extension, and that an extension will not prejudice any parties in interest. This extension does not exceed the 18-month limitation for the exclusive period to file a plan or the 20-month limitation for the exclusive period to solicit acceptances of a plan. Rather, the Debtors' requested extension is well within these limitations. A copy of the Debtors' request is available at: http://bankrupt.com/misc/deb17-10828-856.pdf About Venoco Venoco, LLC, is a California-based and privately owned independent energy company primarily focused on the acquisition, exploration, production and development of oil and gas properties. As of April 2017, Venoco held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. In the midst of a historic collapse in the oil and gas industry, Venoco, Inc. -- the predecessor in interest to Venoco, LLC, and six of Venoco, Inc.'s affiliates commenced voluntary Chapter 11 cases (Bankr. D. Del. Lead Case No. 16-10655) on March 18, 2016, in Delaware to address their overleveraged capital structure. In under four months, the 2016 Debtors confirmed a plan eliminating more than $1 billion in funded debt and other liabilities. On April 17, 2017, each of Venoco, LLC, and six of its subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-10828). As of the bankruptcy filing, the Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. Judge Kevin Gross presides over the 2017 cases. The Debtors have hired Morris, Nichols, Arsht & Tunnell LLP and Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and turnaround advisor; Seaport Global Securities LLC as financial advisor; and Prime Clerk LLC as claims, noticing and balloting agent. VERUS TRUST 2018-INV1: S&P Assigns Prelim. B+ Rating on B-3 Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary ratings to Verus Securitization Trust 2018-INV1's $248.916 million mortgage pass-through certificates. The certificate issuance is a RMBS securitization backed by first-lien, fixed- and adjustable-rate, fully amortizing, and interest-only residential mortgage loans secured by single-family residential properties, planned-unit developments, condominiums, and two- to four-family residential properties to both prime and nonprime borrowers. The pool has 860 loans; all loans are business-purpose investor loans. The preliminary ratings are based on information as of April 16, 2018. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect S&P's view of: -- The pool's collateral composition; -- The credit enhancement provided for this transaction; -- The transaction's associated structural mechanics; -- The representation and warranty framework for this transaction; and -- The mortgage aggregator, Invictus Capital Partners (Invictus). PRELIMINARY RATINGS ASSIGNED Verus Securitization Trust 2018-INV1 Class Rating(i) Interest Amount ($) rate(ii) A-1 AAA (sf) Fixed 158,509,000 A-2 AA (sf) Fixed 21,832,000 A-3 A (sf) Fixed 32,037,000 B-1 BBB- (sf) Fixed 17,827,000 B-2 BB- (sf) Fixed 13,435,000 B-3 B+ (sf) Fixed 5,276,000 B-4 NR Fixed 9,453,395 A-IO-S NR (v) Notional(iii) XS NR (vi) Notional(iv) P NR (vii) 100 R NR N/A N/A (i)The rating on each class of securities is preliminary and subject to change at any time. The collateral and structural information in this report reflect the term sheet dated April 12, 2018; the preliminary ratings assigned to the classes address the ultimate payment of interest and principal. (ii)Interest can be deferred on the classes. Coupons are subject to the pool's net WAC rate. (iii)Notional amount equals the loans' stated principal balance. (iv)Notional amount equals the aggregate balance of the class A-1, A-2, A-3, B-1, B-2, B-3, B-4, and P certificates. (v)Excess servicing strip plus the excess prepayment strip minus compensating interest. (vi)Certain excess amounts per the pooling and servicing agreement. (vii)Prepayment premiums during the related prepayment period. WAC--Weighted average coupon. N/A--Not applicable. NR--Not rated. VITAMIN WORLD: Has Until June 29 to Exclusively File Plan --------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Vitamin World, Inc., and its affiliates, the exclusive periods during which only the Debtors can file a Chapter 11 plan and solicit acceptances of the plan through and including June 29, 2018, and Sept. 6, 2018, respectively. As reported by the Troubled Company Reporter on April 2, 2018, the Debtors require sufficient time to consider plan structure or wind down alternatives, as well as their financial implications, so that the resulting plan serves the best interests of the Debtors and their creditors. The Debtors thus sought a short extension of the Exclusive Periods so that the Debtors, in consultation with their key constituents, can work to develop a viable chapter 11 plan or alternate wind down option. Although the Debtors initially intended to proceed with a plan of reorganization in connection with these Chapter 11 cases, operational challenges and liquidity concerns caused the Debtors to pursue a sale of substantially all of their assets. A copy of the court order is available at: http://bankrupt.com/misc/deb17-11933-840.pdf About Vitamin World Headquartered in Holbrook, New York, Vitamin World is a specialty retailer in the vitamins, minerals, herbs and supplements market. The Company offers customers products across all major VMHS and sports nutrition categories, including, supplements, active nutrition, multiples, letter vitamins, health and beauty, herbs, minerals, food and specialty items. When it filed for bankruptcy, Vitamin World was operating out of four distribution centers located in Holbrook, New York; Sparks, Nevada; Riverside, California; and Groveport, Ohio; and 334 retail stores that are mostly located in malls and outlet centers across the United States and its territories. Products are also sold online at http://www.vitaminworld.com/ The Company has 1,478 active employees. Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11933) on Sept. 11, 2017. Vitamin World estimated assets of $50 million to $100 million and debt of $10 million to $50 million. Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel. Saul Ewing Arnstein & Lehr LLP is the co-counsel. Retail Consulting Services, Inc., is the Debtors' real estate advisors. RAS Management Advisors, LLC, is the financial advisor. JND Corporate Restructuring is the claims and noticing agent. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee retained Lowenstein Sandler LLP as lead counsel; and Whiteford, Taylor & Preston LLC as Delaware counsel. On Dec. 22, the Court entered an order authorizing the Debtors to sell substantially all of their assets to Valuable Hero Limited. The transaction closed on Jan. 19, 2018. WALDRON DEVELOPMENT: Has Until July 13 to Exclusively File Plan --------------------------------------------------------------- The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the Northern District of Illinois has extended Waldron Development Company's exclusivity periods to file and solicit acceptances of a plan of reorganization through and including July 13, 2018, and Sept. 14, 2018, respectively. The June 15, 2018 hearing date stands. A copy of the court order is available at: http://bankrupt.com/misc/ilnb17-37011-55.pdf As reported by the Troubled Company Reporter on April 10, 2018, the Debtor asked the Court to extend by 90 days the exclusivity periods to file and solicit acceptances of a plan to July 13, 2018, claiming that a debtor's exclusive period to file and solicit acceptances of a plan should be extended when the debtor is working on a transaction that will determine the contours of its plan. Waldron is working to sell at auction its principal asset -- a three-flat apartment building located in the Wrigleyville area of Chicago. About Waldron Development Company Waldron Development Company owns a three-flat apartment building at 3838 North Kenmore, Chicago, Illinois. Waldron Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14, 2017. The Debtor intends to use Chapter 11 to effectuate a sale of the building under Section 363(b) of the Bankruptcy Code, or to restructure the debt on the building. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Jacqueline P. Cox presides over the case. The Debtor tapped The Law Office of William J. Factor, Ltd. as its legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its accountants; and Ten-X LLC as its marketplace and transaction host relating to the sale of the Real Property. WALKING COMPANY: KERP for 43 Non-Insiders Approved -------------------------------------------------- The U.S. Bankruptcy Court approved Walking Company Holdings' motion to implement a key employee retention program (KERP) for 43 non-insider employees and providing for a total award pool of $315,000 in the aggregate. As previously reported, "The KERP specifically targets the Eligible Employees whose continued retention and employment is most necessary in order to preserve and maximize going concern value. Under the KERP, the Debtors propose to provide an aggregate payment pool of $315,000, with an average award opportunity of $7,500 per participant. No single Eligible Employee will be eligible for an award totalling more than $20,000. Importantly, no insider (as that term is defined by section 101(31) of the Bankruptcy Code) is an Eligible Employee. The Debtors and their advisors believe that the KERP is consistent with programs implemented by similarly-situated chapter 11 debtors and will provide stability to the Debtors' operations and drive value for the benefit of all economic stakeholders. The KERP also has the support of the Debtors' principal secured creditor constituents." About The Walking Company The Walking Company is the leading national specialty retailer of high-quality, technically designed comfort footwear and accessories, and offers a selection of premium comfort brands including ABEO, Dansko, ECCO, Taos, and more. The Walking Company operates 208 stores in premium malls across the nation and the company's website http://www.thewalkingcompany.com/ On March 6, 2018, The Walking Company Holdings, Inc., along with affiliates The Walking Company, Big Dog USA, Inc., and FootStmart, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The cases are pending joint administration before the Honorable Laurie Selber Silverstein. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Consensus Advisory Services LLC is the financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent and administrative advisor. Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent. Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to the Prepetition Subordinated Creditors. WEINSTEIN CO: $310M Lantern Bid to Open May 4 Auction of All Assets ------------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of The Weinstein Co. Holdings, LLC and its affiliates in connection with the sale of substantially all their assets as a whole or, alternatively, of segments of their assets consistent of (i) the film library, (ii) the television business and (z) the unreleased films portfolio, to Lantern Entertainment, LLC for $310 million in cash, subject to adjustments, plus payment of the cure amounts, and the assumption of certain liabilities, subject to overbid. Subject to final Court approval at the Sale Hearing, the Debtors are authorized to enter into the Stalking Horse Agreement with the Stalking Horse Bidder. As further described in the Bidding Procedures, the Bid Deadline will be at 5:00 p.m. (EDT) on April 30, 2018. The Bid Deadline may be extended by the Debtors in consultation with the Consultation Parties subject to the Stalking Horse Agreement. The Debtors will notify Potential Bidders of their status as Qualified Bidders no later than 5:00 p.m. (EDT) on May 1, 2018. If the Debtors, in consultation with the Consultation Parties, extend the Bid Deadline, then they will notify Potential Bidders of their status as Qualified Bidders as soon as practicable after the expiration of such extended deadline. In the event the Debtors receive, on or before the Bid Deadline, one or more Qualified Bids in addition to the Stalking Horse Bid, an Auction will be conducted at the office of Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 at 10:00 a.m. (EDT) on May 4, 2018, or such later date, time or location as the Debtors will notify all Qualified Bidders (including the Stalking Horse Bidder). The Debtors are authorized to conduct the Auction in accordance with the Bidding Procedures. If no Qualified Bids with respect to the Assets other than the Stalking Horse Bid are received on or before the Bid Deadline, the Debtors will not conduct the Auction with respect to the Assets, and instead will seek approval of the sale of the Purchased Assets pursuant to the Stalking Horse Agreement at the Sale Hearing. The form of Sale Notice is approved. Within two Business Days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon all Sale Notice Parties. By April 11, 2018, or as soon as practicable thereafter, the Debtors will publish the Sale Notice, with such modifications as may be appropriate for purposes of publication, once in the National Edition of The Wall Street Journal or USA Today and, to the extent the Debtors deem appropriate, in any other local or regional publications. Promptly following the selection of the Successful Bid(s) and Back-up Bid(s), if any, and no later than one Business Day after conclusion of the Auction, the Debtors will file the Notice of Auction Results, with the Court and cause the Notice of Auction Results to be published on the Case Information Website. Objections to the Sale Order, the Stalking Horse Bidder, or the Sale with the Stalking Horse Bidder must be filed with the Court by no later than 4:00 p.m. (EDT) on April 30, 2018. Objections to the conduct of the Auction, the Successful Bidder, or the Sale with the Successful Bidder (other than the Stalking Horse Bidder) must be filed with the Court no later than 4:00 p.m. (EDT) on May 7, 2018, and be served on the Objection Notice Parties and the counsel to the Successful Bidder. The Sale Hearing will be on May 8, 2018 at 11:30 a.m. (EDT) or such other date and time that the Court may later direct. As soon as practicable after conclusion of the Auction, if any, but no later than two Business Days prior to the Sale Hearing, the Debtors will file a form of order approving the Sale as agreed upon between the Debtors and the Successful Bidder. Pursuant to sections 105, 363, 364, 503 and 507 of the Bankruptcy Code, the Debtors are authorized and directed, subject to the satisfaction of the Stalking Horse Protections' Conditions), to pay the Break-Up Fee (in an amount of 3% of the Cash Purchase Price) and reimbursement in an amount up to 1.5% of the Cash Purchase Price for actual, reasonable and documented out-of-pocket costs, fees and expenses of the Stalking Horse Bidder related to the transactions contemplated by the Stalking Horse Agreement to the Stalking Horse Bidder in accordance with the terms of the Stalking Horse Agreement without further order of the Court. The DIP Agent and the Pre-Petition Agent, on behalf of the DIP Secured Parties and the Pre-Petition Secured Parties, respectively, will be entitled to credit bid all or part of the DIP Obligations or the Pre-Petition Obligations in any sale of DIP Collateral or Pre-Petition Collateral, as applicable, at or prior to the Auction. Nothing in the Order or the Bidding Procedures will be deemed to limit any party's right to credit bid. Notwithstanding anything to the contrary in the DIP Order, (i) the Committee has agreed that its Investigation Termination Date (as defined in the DIP Order) will be April 27, 2018 to file any Challenge with respect to the validity, perfection and enforceability of the Pre-Petition Liens and the Pre-Petition Obligations and to assert any claims or causes of action related thereto against the Pre-Petition Secured Parties, unless extended for cause (ii) the Pre-Petition Lenders have agreed that the Committee will have standing to commence any such Challenge and (iii) any such Challenge may be in the form of an objection to a possible credit bid, provided that such objection asserts the basis for the Challenge with specificity. The DIP Obligations and the Pre-Petition Obligations are allowed claims for purposes of 363(k) unless the Court for cause orders otherwise prior to the Auction. The Assumption and Assignment Procedures set forth in the Motion and the Order are approved. As soon as reasonably practicable, but in no event later than five Business Days after the Bid Procedures Hearing, the Debtors will file with the Bankruptcy Court, and cause to be published on the Case Information Website, the Potential Assumption and Assignment Notice and the Contracts Schedule. The Potential Assumption and Assignment Notice and Contracts Schedule will also be served on each Counterparty listed on the Contracts Schedule. Any Counterparty may object to the proposed assumption or assignment of its Contract or Lease, the Debtors' proposed Cure Amounts, if any, or the ability of the Stalking Horse Bidder to provide adequate assurance of future performance, must be filed by no later than April 30, 2018 at 4:00 p.m. (EDT). Unless otherwise provided in the Successful Bidder's Asset Purchase Agreement, at any time prior to prior to the Closing Date, the Successful Bidder may elect to amend the Contracts Schedule pursuant to Section 2.8(a) of the Asset Purchase Agreement. In the event that any Contract or Lease is added to the Contracts Schedule or previously-stated Cure Amounts are modified, in accordance with the Stalking Horse Agreement, the Successful Bidder's Asset Purchase Agreement or the Assumption and Assignment Procedures set forth in the Order, the Debtors will reasonably promptly serve a supplemental assumption and assignment notice on the applicable Counterparty. Any Counterparty listed on a Supplemental Assumption and Assignment Notice whose Contract or Lease is proposed to be assumed and assigned may object to the proposed assumption or assignment of its Contract or Lease, the Debtors' proposed Cure Amounts, if any, or the ability of the Successful Bidder to provide adequate assurance of future performance, must file no later than 10 calendar days from the date of service of such Supplemental Assumption and Assignment Notice. Absent consent from Cigna Health and Life Insurance Co., the proposed assumption and assignment of the Cigna Contracts will not be considered or approved at any hearing unless, at least 10 calendar days prior to such hearing, Cigna, through its counsel of record, is provided with (i) a Supplemental Assumption and Assignment Notice for the Cigna Contracts to be assumed and assigned; (ii) the identity of the proposed assignee; and (iii) adequate assurance information for the proposed assignee, including a good faith estimate as to the number of employees of the Debtors who will become employees of the assignee. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h), 6006(d), 7062 or 9014) or Local Rule that might otherwise delay the effectiveness of the Order, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures attached to the Order is available for free at: tp://bankrupt.com/misc/Weinstein_Co_190_Order.pdf About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. CRAVATH, SWAINE & MOORE LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. FTI CONSULTING, INC., is the restructuring advisor. MOELIS & COMPANY LLC is the investment banker. EPIQ BANKRUPTCY SOLUTIONS, LLC, is the claims and noticing agent. WEST BATON: Trustee's $82K Sale of Assets to Tower Credit Approved ------------------------------------------------------------------ Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized Dwayne M. Murray, the Chapter 11 Trustee of West Baton Rouge Credit, Inc., to sell (i) all of the Debtor's rights in and to loans, contracts, accounts receivable, rights of collection, files, books and records, and other rights or property associated with any loans, and all collections related to same received on or after March 6, 2018; and (ii) the Debtor's furniture and fixtures, to Tower Credit, Inc. for $81,546. The sale is free and clear of the liens, claims or interests, with the liens, claims or interests attaching to the proceeds of the sale. Upon the closing of the sale, all liens, claims or interests are unconditionally released as to the Sale Assets. The Sale Assets will be sold, transferred, and delivered to Buyer on an "as is, where is" basis. The Buyer has not assumed any liabilities of the Debtor. The Trustee is authorized to execute any such releases, assignments, consents or other instruments on behalf of any third party, including the holders of any liens, claims or interests that are necessary or appropriate to effectuate or consummate the sale. The Trustee is authorized to make payment on or after the closing of the sale as is required by the purchase agreement or order of the Court. The Order will be effective immediately upon entry. No automatic stay of execution pursuant to Federal Rules of Civil Procedure Rule 62(a) or Federal Rules of Bankruptcy Procedure 6004(h) or 6006(d) will apply to the Order. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/West_Baton_121_Order.pdf About West Baton Rouge Credit Based in Port Allen, Louisiana, West Baton Rouge Credit, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 17-10227) on March 14, 2017. In the petition signed by Todd Cutrer, president, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Douglas D. Dodd. Pamela Magee, Esq., based in Baton Rouge, Louisiana, serves as the Debtor's bankruptcy counsel. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 2, 2017, appointed five creditors of West Baton Rouge Credit serve on an official committee of unsecured creditors. The Committee retained The Baringer Law Firm, L.L.C., as attorney to the Committee. Dwayne M. Murray was appointed as the Chapter 11 Trustee. The Trustee retained Stewart Robbins & Brown, LLC, as counsel to the Trustee. ZERO ENERGY: Committee Taps Horwood Marcus as Legal Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Zero Energy Systems, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Horwood Marcus & Berk as its legal counsel. The firm will advise the committee regarding legal issues related to the Debtor's Chapter 11 case; assist in negotiations with the Debtor or secured creditors; investigate the Debtor's assets and pre-bankruptcy conduct; advise the committee regarding the terms of any asset sale or bankruptcy plan; and provide other legal services related to the case. The hourly rates for the firm's attorneys range from $250 to $825. Paraprofessionals charge $225 per hour. As an accommodation to the Debtor's estate, Horwood will provide services at a blended hourly rate capped at $475 per hour. Aaron Hammer, Esq., a partner at Horwood, 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: Aaron L. Hammer, Esq. John Guzzardo Esq. Horwood Marcus & Berk Chartered 500 W. Madison, Suite 3700 Chicago, IL 60661 Phone: (312) 606-3200 Fax: (312) 606-3232 E-mail: ahammer@hmblaw.com E-mail: jguzzardo@hmblaw.com About Zero Energy Systems Zero Energy Systems, LLC -- http://www.zeroenergy-systems.com/-- provides state-of-the-art, computer-automated production of proprietary insulated concrete wall systems for residential and commercial construction. The Company's wall panels are specifically designed to store and release energy, creating a net-zero effect within the wall, while also providing disaster resistance, durability, and affordability. The Company has a heavy manufacturing facility at 428 Westcor Drive, Coralville, Iowa. Zero Energy Systems filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 18-00622), on March 25, 2018. In the petition signed by Scott Long, managing member, the Debtor disclosed $14.03 million in total assets and $28.69 million in total liabilities. Bradshaw, Fowler, Proctor & Fairgrave PC is the Debtor's counsel. CohnReznick Capital Markets Securities, LLC, is the investment banker. The Office of U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on April 5, 2018. ZOHAR III: Taps Young Conaway as Legal Counsel ---------------------------------------------- Zohar III, Corp., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP, as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. The firm will charge these hourly rates: James Patton, Jr. $1,250 Robert Brady $920 John Dorsey $875 Michael Nestor $845 Joseph Barry $715 Ryan Bartley $565 Michael Neiburg $555 Travis Buchanan $460 Shane Reil $395 Tara Pakrouh $360 Kenneth Listwak $325 Chad Corazza $255 Young Conaway received an initial retainer of $400,000 on March 8, and a supplemental retainer of $700,000 on March 9. Michael Nestor, Esq., a partner at Young Conaway, 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. Nestor disclosed that his firm has not agreed to any variations from its standard or customary billing arrangements; and that no Young Conaway professional has varied his rate based on the geographic location of the Debtors' cases. The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate, Mr. Nestor also disclosed in a court filing. Young Conaway can be reached through: Michael R. Nestor, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 Email: bankfilings@ycst.com Email: mnestor@ycst.com About Zohar III Corp. Zohar III, Corp. and its affiliates are investment funds structured as collateralized loan obligations. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors estimated $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. ZOHAR III: US Trustee Seeks Chapter 11 Trustee Appointment ---------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee filed with the U.S. Bankruptcy Court a motion for the appointment of a Chapter 11 trustee or, in the alternative, an examiner to the Zohar III case. According to BankruptcyData, the motion explains, "Cause exists to appoint a chapter 11 trustee under section 1104(a) of the Bankruptcy Code because the debilitating and entrenched acrimony among the Debtors and their creditors, including MBIA Insurance Corporation, the Zohar III Controlling Class, and Alvarez & Marsal Zohar Management, LLC (collectively, the 'Creditors') is impeding the reorganization process, and the appointment of a trustee may be the only effective way to pursue reorganization. Appointment of a chapter 11 trustee would also be in the best interests of creditors, equity security holders, and other interests of the estate, because the Debtors' director has exhibited a lack of diligence and an inability to fulfill the fiduciary duties imposed on management of a chapter 11 debtor-in-possession. Creditors, as well as investors, require an independent, conflict-free, and experienced fiduciary to manage the Debtors, unravel their financial affairs, recover assets, and determine appropriate litigation and reorganization strategies. In the alternative, if a chapter 11 trustee is not appointed, the record supports the appointment of an examiner under section 1104(c) of the Bankruptcy Code." The motion also seeks shortened notice and consideration. About Zohar III Corp. Zohar III, Corp., and its affiliates are investment funds structured as collateralized loan obligations. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors estimated $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [*] Fitch Highlights Key Macro Risks for Global Insurance Sector ---------------------------------------------------------------- The global insurance industry is weathering key macro risks that could have a lasting effect on the sector globally, risks that Fitch Ratings identifies in a new report that details global and regional insurance sector outlooks. "Competitive market conditions and low investment yields, particularly in the U.S. and U.K., are making it difficult for (re)insurers to earn adequate returns," said Mark Rouck, Fitch's Group Credit Officer for Insurance. The aforementioned headwinds underpin Fitch's negative sector outlooks on the reinsurance and non-life sectors. Conversely, benign credit market conditions contribute to a stable life insurance outlook, and gradual increases in market interest rates could further benefit life insurers. "Fitch is keeping a close eye on key macro risks throughout the world including a possible negative turn in the credit cycle, a more rapid than anticipated increase in interest rates, and a potential deceleration of growth in China," said Rouck. Fitch's report provides perspective on which insurance markets throughout the world will feel the brunt of these effects most acutely. It also addresses the scope of potentially affected insurers within Fitch's rated universe. [*] Fitch Says Contractor Squeeze Will Add to US Infrasture Woes ---------------------------------------------------------------- The lack of planning and funding for some state transportation projects has begun to raise credit pressures on contractors handling large projects, according to Fitch Ratings. "We expect this dynamic to continue as state revenue growth has slowed and federal funding seems unlikely. In the long run, if fewer contractors bid for state Department of Transportation (DOT) projects, costs could rise and make their completion politically difficult," Fitch says. Funding limits have led some DOTs to tighten budgets and use other strategies to lower costs. Some have been able to, in effect, secure bridge financing from contractors by beginning contracts with relatively small scope, then increasing size and scope after the work has begun via change orders and dispute resolution. Contractors can often recoup those costs at the end of the project, but this can drain their near-term liquidity and working capital. As contractor liquidity can be tight, the risk of this move could be severe. Fitch expects this trend to persist as state revenues continue their slow growth of recent years. States have typically used growing revenue in economic expansions to restore structural budget balance, fund new priorities and build up reserves. However, despite widespread economic growth, the National Association of State Budget Officers reported that 22 states made mid-year budget cuts in fiscal 2017, and mid-year budget reports and executive budget proposals released to date indicate some will report deficits for current and upcoming fiscal years. Federal project funding is unlikely to materialize in the coming years to remove this pressure. The federal infrastructure proposal released in February relies mostly on state budgets. It includes approximately $200 billion in federal funding over 10 years, largely repurposed from existing transportation programs. States and local governments are asked to provide up to an 80% match for competitive grants and loans for $120 billion of the $200 billion in total funding. Federal inaction on the Federal Highway Trust fund (FHT) is likely to maintain the pressure on state DOTs in the medium term. Approximately 50% of state DOT funding is sourced from the federal government including the FHT. However, a long-term plan for funding the FHT remains elusive. The Congressional Budget Office forecasts the FHT's end of year balance will become a shortfall in 2021 (for the transit account) and 2022 (for the highway account). The FHT is mostly funded by federal excise taxes on fuels. DOTs could gain revenues if states raise their gas taxes. New Jersey, for example, raised its gas tax from 14.5 cents per gallon to 37.5 cents in 2016. That raised the New Jersey Transportation Trust Fund Authority's appropriation revenues from $1.18 billion in 2015 to $1.31 billion (estimated) in 2018. However, many states have other priorities ahead of raising gas taxes. [*] Fitch Says Large Lease Structures in Regional Gaming Increase ----------------------------------------------------------------- A recent wave of consolidation among U.S. gaming companies is pulling the sector toward the Operating Company/Property Company (OpCo/PropCo) model pioneered by Penn National Gaming in 2013, according to Fitch Ratings. This development is generally negative for the OpCos' credit profiles, as the long-term triple-net lease payments made to the PropCos burden the cyclically exposed OpCos with heavy fixed costs. Carl Icahn's Tropicana Entertainment announced on April 16 2018, that it will be selling its assets to Gaming & Leisure Properties and its operations to Eldorado Resorts (ERI). This follows a similar announcement earlier this year by Boyd Gaming (BYD), which is purchasing operations of four casinos from Pinnacle Entertainment (PNK). ERI and BYD, both with large family-owned stakes, have been among the last of the larger U.S. regional OpCo/PropCo hold outs. The recent announcements represent a relatively modest portion of the companies' assets (21% and 14% of casinos, respectively) but mark an inflection point for the OpCo/PropCo structure, which appears to be here to stay. Pro forma for today's announcements, 65 U.S. regional casinos (those located outside the Las Vegas Strip) are owned by a PropCo out of 142 total held by public companies (46%). Fitch has long cited OpCos' credit weaknesses. Long-term lease structures significantly expose the companies to cyclical downturns. This is exacerbated by the secular headwinds faced by regional gaming including an aging core demographic and the proliferation of alternative entertainment options. Revenues for U.S. regional gaming grew on average 2.2% since 2010, on par with real U.S. GDP growth, despite regulatory liberalization in major states such Illinois, Ohio, Pennsylvania and Maryland during this time. On the other hand, PropCos benefit from the lease structure, although some of the leases could possibly be reset if a downturn is severe enough. Fitch considers the PropCos, which are structured as triple-net REITs, to be consistent with the 'BB' rating category given their leverage targets in the 5.0x range. On the other hand, Fitch thinks of OpCos in the 'B' rating category context. The OpCos' leases, which Fitch capitalizes at 8.0x to derive rent-adjusted debt, make up a lion's share of the total adjusted debt (e.g. 72% in case of Penn National). This makes it difficult to de-lever to around 5.0x or below adjusted debt/EBITDAR, a more natural range for a higher IDR category. ERI and BYD, both with a higher traditional debt mix, could more easily de-lever but are likely to remain acquisitive, making meaningful debt reduction unlikely in the near term. Fitch revised BYD's Rating Outlook to Stable from Positive upon the acquisition announcement. Ratings for the U.S. regional sector at large are likely to mostly remain in the 'B' rating category range, a deviation from the pre-financial crisis era when 'BB' was more the norm for the group. [*] Foley Gardere Combined Firm Launched ---------------------------------------- BankruptcyData.com reported that Foley & Lardner LLP and Gardere Wynne Sewell LLP announced the successful combination of the two firms, effective April 1, 2018. The combined firm will have approximately 1,100 lawyers in 24 offices in the United States, Mexico, Asia and Europe. More specifically, Foley will now have a presence in Texas (Austin, Dallas and Houston), Denver and Mexico City - a gateway into Latin America to the benefit of clients and attorneys in transactional and cross-border matters. Similarly, Gardere clients and attorneys will benefit from Foley's strong presence in the Midwest, the East and West Coasts and Florida, as well as Belgium and Tokyo. The combined firm will be known as Foley Gardere in Austin, Dallas, Denver and Houston and as Foley Gardere Arena in Mexico City. All other offices will operate as Foley & Lardner LLP. With joint revenues of $830 million, the combined firm will be among American Lawyer's Top 50 U.S. law firms. [*] Joshua Kligler Joins Dunn Law --------------------------------- BankruptcyData.com reported that Michael P. Dunn, Partner at Dunn Law, P.A. in Miami, FL, announced that Joshua Kligler has joined the firm as an attorney. Mr. Kligler focuses his practice on creditors' rights, commercial litigation and bankruptcy litigation. Mr. Kligler has experience in litigation related to contract disputes, fiduciary breaches, lender liability, computer fraud and abuse, landlord/tenant matters, residential and commercial foreclosures and representation of creditors in bankruptcy court. He is also experienced in representing homeowners' and condominium associations in their collections and general real estate litigation matters. Mr. Kligler practices extensively in state and federal courts throughout Florida. He was admitted to The Florida Bar in 2009, and is licensed to practice in the U.S. District Courts and U.S. Bankruptcy Courts for the Northern, Middle, and Southern Districts of Florida. In 2008, he was a judicial intern for the Honorable K. Rodney May in the U.S. Bankruptcy Court - Middle District of Florida. Kligler graduated cum laude with a Bachelor of Arts from University of Florida, where he was a member of the Golden Key International Honour Society. He received his J.D. from Stetson University College of Law, where he was recognized with the William F. Blews Pro Bono Service Award. He is a committee member of The Florida Bar Business Law Section's Bankruptcy Judicial Liaison, and is active in The Florida Bar YLD Mentoring Program, and The Federal Bar Association's Mentorship Program. In addition, Mr. Kligler is active in the Greater Miami Jewish Federation as an Incubator Grants committee member and The Network board member. [^] BOND PRICING: For the Week from April 16 to 20, 2018 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Alpha Appalachia Holdings Inc ANR 3.250 2.048 8/1/2015 American Eagle Energy Corp AMZG 11.000 1.250 9/1/2019 Anheuser-Busch Cos LLC ABIBB 5.000 101.606 3/1/2019 Appvion Inc APPPAP 9.000 2.355 6/1/2020 Appvion Inc APPPAP 9.000 2.355 6/1/2020 Avaya Inc AVYA 10.500 4.310 3/1/2021 Avaya Inc AVYA 10.500 4.310 3/1/2021 BI-LO LLC / BI-LO Finance Corp BILOLF 8.625 59.000 9/15/2018 BI-LO LLC / BI-LO Finance Corp BILOLF 8.625 56.500 9/15/2018 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 16.000 6/15/2021 Bruce Mansfield Unit 1 2007 Pass Through Trust FE 6.850 29.938 6/1/2034 Cenveo Corp CVO 6.000 44.000 8/1/2019 Cenveo Corp CVO 8.500 9.813 9/15/2022 Cenveo Corp CVO 6.000 1.000 5/15/2024 Cenveo Corp CVO 6.000 50.500 8/1/2019 Cenveo Corp CVO 8.500 10.500 9/15/2022 Chassix Inc CHASSX 9.250 90.125 8/1/2018 Chassix Inc CHASSX 9.250 90.125 8/1/2018 Claire's Stores Inc CLE 9.000 58.000 3/15/2019 Claire's Stores Inc CLE 8.875 11.000 3/15/2019 Claire's Stores Inc CLE 7.750 12.175 6/1/2020 Claire's Stores Inc CLE 9.000 58.250 3/15/2019 Claire's Stores Inc CLE 9.000 68.750 3/15/2019 Claire's Stores Inc CLE 7.750 12.175 6/1/2020 Community Choice Financial Inc CCFI 10.750 70.610 5/1/2019 Community Choice Financial Inc CCFI 12.750 70.625 5/1/2020 Community Choice Financial Inc CCFI 12.750 70.625 5/1/2020 Creditcorp CRECOR 12.000 93.154 7/15/2018 Creditcorp CRECOR 12.000 94.559 7/15/2018 Cumulus Media Holdings Inc CMLS 7.750 18.000 5/1/2019 DBP Holding Corp DBPHLD 7.750 49.973 10/15/2020 DBP Holding Corp DBPHLD 7.750 49.973 10/15/2020 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 45.750 4/15/2019 EXCO Resources Inc XCOO 8.500 14.500 4/15/2022 Egalet Corp EGLT 5.500 37.000 4/1/2020 Emergent Capital Inc EMGC 8.500 64.696 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.390 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 37.375 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.390 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 26.000 5/1/2020 Federal Home Loan Banks FHLB 2.000 95.150 11/10/2026 FirstEnergy Solutions Corp FE 6.050 31.000 8/15/2021 FirstEnergy Solutions Corp FE 6.050 30.300 8/15/2021 FirstEnergy Solutions Corp FE 6.050 30.300 8/15/2021 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 80.500 10/15/2018 GenOn Energy Inc GENONE 9.500 80.492 10/15/2018 GenOn Energy Inc GENONE 9.500 79.000 10/15/2018 Gibson Brands Inc GIBSON 8.875 77.922 8/1/2018 Gibson Brands Inc GIBSON 8.875 78.115 8/1/2018 Gibson Brands Inc GIBSON 8.875 78.066 8/1/2018 Goldman Sachs Group Inc/The GS 2.745 100.000 4/25/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Illinois Power Generating Co DYN 6.300 33.375 4/1/2020 Interactive Network Inc / FriendFinder Networks Inc FFNT 14.000 70.250 12/20/2018 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 1.599 10/31/2017 MF Global Holdings Ltd MF 3.375 30.250 8/1/2018 MModal Inc MODL 10.750 6.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.134 10/1/2020 Murray Energy Corp MURREN 11.250 41.394 4/15/2021 Murray Energy Corp MURREN 9.500 33.500 12/5/2020 Murray Energy Corp MURREN 11.250 41.437 4/15/2021 Murray Energy Corp MURREN 9.500 37.083 12/5/2020 Nine West Holdings Inc JNY 8.250 13.250 3/15/2019 Nine West Holdings Inc JNY 6.875 8.828 3/15/2019 Nine West Holdings Inc JNY 8.250 8.500 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 5.105 1/29/2020 Orexigen Therapeutics Inc OREXQ 2.750 4.875 12/1/2020 Orexigen Therapeutics Inc OREXQ 2.750 14.472 12/1/2020 PaperWorks Industries Inc PAPWRK 9.500 55.000 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 55.000 8/15/2019 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Real Alloy Holding Inc RELYQ 10.000 64.395 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 64.395 1/15/2019 Renco Metals Inc RENCO 11.500 27.000 7/1/2003 Rex Energy Corp REXX 8.000 25.608 10/1/2020 Rex Energy Corp REXX 8.875 23.111 12/1/2020 Rex Energy Corp REXX 6.250 29.833 8/1/2022 Rex Energy Corp REXX 8.000 25.766 10/1/2020 SAExploration Holdings Inc SAEX 10.000 53.375 7/15/2019 SandRidge Energy Inc SD 7.500 1.170 2/15/2023 Sears Holdings Corp SHLD 6.625 82.796 10/15/2018 Sears Holdings Corp SHLD 8.000 36.279 12/15/2019 Sears Holdings Corp SHLD 6.625 82.214 10/15/2018 Sears Holdings Corp SHLD 6.625 82.214 10/15/2018 Sempra Texas Holdings Corp TXU 6.500 11.807 11/15/2024 Sempra Texas Holdings Corp TXU 6.550 11.141 11/15/2034 Sempra Texas Holdings Corp TXU 5.550 12.632 11/15/2014 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.375 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.750 7/1/2019 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Tesla Energy Operations Inc/DE SCTY 2.650 86.380 6/11/2018 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 1.250 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 0.897 10/1/2020 Toys R Us - Delaware Inc TOY 8.750 15.563 9/1/2021 Transworld Systems Inc TSIACQ 9.500 26.500 8/15/2021 Transworld Systems Inc TSIACQ 9.500 26.500 8/15/2021 Volkswagen Group of America Finance LLC VW 2.374 99.975 5/22/2018 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Westmoreland Coal Co WLB 8.750 33.511 1/1/2022 Westmoreland Coal Co WLB 8.750 33.751 1/1/2022 iHeartCommunications Inc IHRT 14.000 13.750 2/1/2021 iHeartCommunications Inc IHRT 7.250 18.500 10/15/2027 iHeartCommunications Inc IHRT 14.000 13.781 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.781 2/1/2021 rue21 inc RUE 9.000 0.197 10/15/2021 rue21 inc RUE 9.000 0.197 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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 ***