/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180525.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 25, 2018, Vol. 22, No. 144 Headlines 1ST ADVANTAGE HOME: Taps Caddell Reynolds as Legal Counsel 34 SO. CROSSMAN: Allowed to Use Up to $12,000 Cash Collateral 4 WEST: Omega Gets Court Nod to Transition Orianna Portfolio 5 STAR INVT.: Trustee's Sale of 15 Indiana Parcels for $550K Okayed 654 SARATOGA ROAD: Plan Confirmation Hearing Moved to June 6 761 DEKALB: Unsecured Creditors to Get Full Payment Under Plan ACCESS PROGRAMMING: Exclusivity Deadline is Extended to June 30 AFP HOLDING: Gets Permission to Use Cash Collateral AGILE THERAPEUTICS: Provides Regulatory Update on Twirla ALPHATEC HOLDINGS: May Issue Additional 5.6M Shares Under Plans ALPHATEC HOLDINGS: Stockholders Elected 11 Directors AMBOY GROUP: Seeks July 23 Plan Exclusivity Period Extension AMERICAN DREAM: Court Conditionally Okays Plan Outline APOLLO COMPANIES: Unsecureds to Get 10% Over 5 Years BARCORD INC: Case Summary & 7 Unsecured Creditors BASS PRO: S&P Raises Term Loan Rating to 'BB-' on Debt Reduction BISHOP GORMAN: Trustee, JATCO Claims Added in Latest Plan BLINK CHARGING: Executive Chairman Buy 35.1% Stake BOOK REVIEW: Dynamics of Institutional Change BRIGHT MOUNTAIN: Reports $1.04 Million Net Loss for First Quarter C & M AIR: Allowed to Use Cash Collateral on Interim Basis CAPITAL TEAS: Proposes Rasmus Auction of Surplus Assets CAPITOL CITY BREWING: Committee Taps Stinson Leonard as Counsel CARRIE ANN MORRIS: $850K Sale of McKinney Properties Approved CFG PERU: Trustee Allowed to Conduct Rule 2004 Discovery on HSBC CHATEAU VILLABOIS: Case Summary & 7 Unsecured Creditors CNX RESOURCES: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB- COMMUNITY HEALTH: Extends Early Tender Deadline of Exhange Offers CONCORDIA INTERNATIONAL: Files Info. Circular on Recapitalization CONCORDIA INTERNATIONAL: June 19 Secured Debtholders' Meeting Set CONTINENTAL RESOURCES: Egan-Jones Hikes Unsec. Debt Ratings to BB COSMEDERM BIOSCIENCE: Court Appoints Heritage to Auction IP Assets CUMULUS MEDIA: Taps E&Y as Valuation and Accounting Advisor DAVID DUEHN: Proposes $170K Sale of Personal Property DAVID DUEHN: Proposes $316K Sale of Personal Property DOMINICA LLC: Endeavor Capital Objects to Disclosure Statement DOUBLE Y FARMS: Seeks Additional 60 Days to File Chapter 11 Plan DPW HOLDINGS: Incurs $6.1 Million Net Loss in First Quarter EARTH PRIDE: Adds Secured Claim of Hurst Produce to Amended Plan ECS REFINING: Trustee Wants to Use SummitBridge Cash Collateral EL PINO: Unsecured Creditors to Get $36,000 Under Chapter 11 Plan ELEMENTS BEHAVIORAL HEALTH: Case Summary & 30 Top Unsec. Creditors ELEMENTS BEHAVIORAL HEALTH: Files for Chapter 11 to Facilitate Sale ENDURO RESOURCE: Trust Announces Cash Distribution to Unitholders ENSEQUENCE INC: June 25 Plan Confirmation Hearing EP ENERGY: Prices Offering of 7.750% Senior Secured Notes Due 2026 ESPLANADE HL: To Liquidate Assets Following Sale of Properties FIRSTCASH INC: S&P Alters Outlook to Positive & Affirms 'BB' ICR FIRSTLIGHT FIBER: Moody's Assigns B3 CFR, Outlook Stable FISHERMAN'S PIER: Competing Plans Filed FLORENCE HOSPITAL: Blue Wolf Not Entitled to Administrative Claim FRASER'S BOILER: Taps Eisenhower Carlson as Legal Counsel FUZION MEET: RNB Tustin Buying Liquor License 47-540 for $65K GENERAL MOTORS: GUC Trust Proposes Settlement for Recall Victims GLOBAL BRASS: S&P Raises Corp. Credit Rating to BB, Outlook Stable GOLD COAST: Taps Joel A. Schechter as Legal Counsel GOTTLANDSINI LLC: Proposed $1.1M Sale of Kingston Property Approved GROM SOCIAL: Narrows Net Loss to $1.1 Million in First Quarter GST AUTOLEATHER: Exits Chapter 11 Bankruptcy Under New Ownership H N HINCKLEY: May Use Cash Collateral Until May 24 on Interim Basis HAMILTON CENTER: Case Summary & 10 Unsecured Creditors HAWAIIAN AIRLINES: Fitch Hikes LT Issuer Default Rating to 'BB-' HILLARY J. WHITE: Taps Hiller Law as Legal Counsel HOUSE OF FLOORS: May Use Bank United Cash Collateral Until June 1 HOUT FENCING: Case Summary & 15 Unsecured Creditors HUGHES SATELLITE: S&P Affirms 'BB' CCR, Outlook Stable HUMAN CONDITION: Plan Exclusivity Deadline Extended Until Sept. 10 IBEX LLC: Seeks Approval on Continued Use of FNB Cash Collateral IHEARTMEDIA INC: Plan Discloses Restructuring Support Agreement ILD CORP: Plan and Disclosure Statement Hearing Set for June 5 INFINITY CUSTOM: Dias Buying Winter Park Property for $1.8 Million ING'S PEAK: DTE Buying All Assets for $17.5 Million INPIXON: Amends 2018 Stock Plan and Adopts Option Agreements INPIXON: Falls Short of Nasdaq's Minimum Bid Price Requirement INTERNATIONAL SEAWAYS: Moody's Rates Unsec. Notes Due 2023 'Caa1' INTERNATIONAL SEAWAYS: S&P Rates $50MM Sr. Unsecured Notes 'CCC+' JC PENNEY: S&P Lowers Corp. Credit Rating to 'B', Outlook Negative JML INVESTMENT: Oriental Bank Prohibits Cash Collateral Use JXB 84 LLC: Exclusive Plan Filing Period Extended to July 27 L.S.R. INC: Taps Pierson as Legal Counsel LA CASA DE PEDRO: Case Summary & 20 Largest Unsecured Creditors LA CASA DI ARTURO: Taps Morrison-Tenenbaum as Legal Counsel LA DEE DA: Case Summary & 3 Unsecured Creditors LAKESHORE PROPERTIES: Projaects $13M Tree Sales for 2018 LAUREATE EDUCATION: S&P Affirms 'B' CCR, Outlook Stable LBI MEDIA: S&P Lowers CCR to 'CC', On CreditWatch Negative LEO MOTORS: Appoints Yong Chu as Vice Chairman LEO MOTORS: Delays Filing of March 31 Form 10-Q LEO MOTORS: Hires Turner Stone as Accountants LKQ CORP: S&P Affirms 'BB' Corporate Credit Rating, Outlook Stable LONGFIN CORP: Posts $7.39 Million Net Loss in First Quarter MAHIPAL RAVIPATI: Dr. Freeman Buying Medical Practice for $60K MANUS SUDDRETH: Trustee's Sale of Baltimore Properties Approved MARIA SANCHEZ: $100K Sale of McAllen Property to Sanchezes Approved MARSH SUPERMARKETS: Needs More Time to Exclusively File Plan MATADOR RESOURCES: S&P Raises CCR to 'B+', Outlook Stable MATRIX BROADCASTING: Court Authorizes Use of Cash Collateral MB FINANCIAL: Moody's Reviews (P)Ba1 Sr. Rating for Upgrade MEHRI AKHLAGHPOUR: Trustee's $498K Sale of Property Okayed MELINTA THERAPEUTICS: Will Sell $75 Million Worth of Common Stock MERITOR INC: Egan-Jones Hikes FC Sr. Unsec. Debt Rating to BB MICHELE MAYER: Home Helper Buying Ivanhoe Property for $110K MLRG INC: Taps McNamee Hosea as Legal Counsel MOMENTIVE PERFORMANCE: S&P Raises CCR to 'B', Outlook Stable MORCENT IMPORT: June 7 Plan Confirmation Hearing MOUNTAIN DIVIDE: DR Counterclaims Did Not Violate Sale Order MS DIAGNOSTIC: Seeks to Hire Lo & Lo as Legal Counsel MTL PUBLISHING: S&P Puts 'B+' CCR on CreditWatch Negative MYLA JOYCE: Taps Hoff Law Offices as Legal Counsel NATIONAL MEDICAL: Court Rejects Bid for Partial Summary Judgment NATURE'S SECOND: Voluntary Chapter 11 Case Summary NAVILLUS TILE: Court Says Union Claim "Unsecured" NEW ENGLAND CONFECTIONERY: Spangler's $18.83M Bid Wins Auction NIGHTHAWK ROYALTIES: May 31 Meeting Set to Form Creditors' Panel NORTHERN OIL: TRT Holdings Et Al Have 27.7% Stake as of May 15 OHCP NORTHEASTERN: S&P Gives B- Corp. Credit Rating, Outlook Stable OLD FIREHOUSE OF POMONA: Receiver Selling Pomona Property for $450K PAINTSVILLE INVESTORS: U.S. Trustee Unable to Appoint Committee PAUL LEONARD BRUNO: SHL Suit Remanded to State Court PAUL SHEPHERD: Proposes $2.1 Million Sale of Los Angeles Property PEDRO LOPEZ MUNOZ: Proposes Sale of Cabo Rojo Property for $550K PENTHOUSE GLOBAL: To Auction Assets on June 4 PERFORMANCE FOOD: S&P Raises CCR to 'BB', Outlook Stable PIONEER ENERGY: CFO May Sell 190,000 Shares of Common Stock PRANA YOGA: Seeks Authorization to Use Cash Collateral PRECIPIO INC: Incurs $2.43 Million Net Loss in First Quarter PRINCESS POLLY: Aug. 16 Hearing on First Amended Disclosures PUMAS CAB: Unsecured Creditors to Get 9.1% Over 48 Months PURADYN FILTER: Edward Vittoria Succeeds Father as New CEO QUALITY CARE: Stockholders Elected Seven Directors RANGE RESOURCES: S&P Affirms 'BB+' CCR, Outlook Stable REMINGTON OUTDOOR: Davis Polk Served as Adviser in DIP Term Loan RENNOVA HEALTH: Will Issue Additional $2.5M Convertible Debentures RESOLUTE ENERGY: Fir Tree Capital Has 4.6% Stake as of March 14 RICHARD SHAUB: $695K Sale of Potomac Property to Josephs Approved ROBERT STEELHAMMER: $340K Sale of Galveston Condo Unit 914 Approved ROBERT STEELHAMMER: Selling Galveston Condo Unit 914 for $340K ROCKAWAY WORKFORCE: Case Summary & Unsecured Creditor ROCKPORT COMPANY: Seeks Approval of Bonuses for 29 Key Employees ROCKPORT COMPANY: Taps Prime Clerk as Claims Agent RODAN & FIELDS: Moody's Assigns 'B1' CFR, Outlook Stable RODAN & FIELDS: S&P Assigns BB- Corp. Credit Rating, Outlook Stable ROLLING HILLS FARM: Unsecureds to Recoup 10% Over 4-Year Period SABRE CORP: S&P Raises Corp. Credit Rating to 'BB', Outlook Stable SAGE GROUP: Ordered to File Plan, Disclosures Before July 18 SCANDIA PACKAGING: Taps Saul Ewing as Legal Counsel SCIENTIFIC GAMES: Names New EVP & Group CEO of Gaming Division SCOTTISH HOLDINGS: Taps Prime Clerk as Administrative Advisor SCOTTS MIRACLE-GRO: Moody's Confirms Ba2 CFR, Outlook Stable SEARS HOLDINGS: Extends Co-Brand & Credit Card Agreement with Citi SHAMROCK CREEK: Case Summary & 9 Unsecured Creditors SOURCE ENERGY: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable SOUTHEASTERN GROCERS: Bankruptcy Court Confirms Amended Ch.11 Plan SUMMIT FINANCIAL: Committee Taps KapilaMukamal as Accountant TERVITA 2018: S&P Rates New $250MM First-Lien Secured Notes 'B' TEXAS E&P: Trustee's $100K Sale of Field Leases & Equipment Okayed TIDEWATER INC: Posts Net Loss of $39.2M for Qtr. Ended March 31 TIMBERVIEW VETERINARY: June 21 Plan Confirmation Hearing TLC RESIDENTIAL: Case Summary & 3 Unsecured Creditors TRANS WORLD: Case Summary & 18 Unsecured Creditors TRIPLE POINT: S&P Cuts Corp. Credit Rating to 'SD' on Debt Exchange TRUE PRODUCTS: June 7 Hearing on Disclosure Statement U.S.A. DAWGS: Seeks Approval of LOI with Optimal Investment Group VIDEOLOGY INC: Committee Balks at 'Onerous' DIP Loan Fees VIDEOLOGY INC: Sec. 341 Creditors' Meeting Set for June 15 VIDEOLOGY INC: Taps Omni Management as Claims Agent VIDEOLOGY INC: To Net $14MM from Accord with Largest Customer VIRTUAL COMMUNICATIONS: Voluntary Chapter 11 Case Summary WHEELCHAIR SALES: Judge Signs Second Interim Cash Collateral Order WILLIAM RILEY: $324K Sale of Puyallup Property to JKAB3 Approved WILLIDPEWS BBQ: Authorized to Use Cash Collateral on Interim Basis Y&M RENTAL: Voluntary Chapter 11 Case Summary YINGHUA ACADEMY, MN: S&P Raises Ratings on 2013A/B Bonds to 'BB+' ZAMINDAR PROPERTIES: FBA Opposes OK of Third Amended Disclosures ZEKELMAN INDUSTRIES: S&P Alters Outlook to Pos. & Affirms 'B+' CCR ZEP INC: S&P Lowers Corp. Credit Rating to 'CCC+', Outlook Stable [*] Bracewell LLP Expands Litigation Practice in New York ********* 1ST ADVANTAGE HOME: Taps Caddell Reynolds as Legal Counsel ---------------------------------------------------------- 1st Advantage Home Care, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire Caddell Reynolds 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. Joel Hargis, Esq., the attorney who will be handling the case, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel Hargis, Esq. Caddell Reynolds 3000 Browns Lane Jonesboro, AR 72401 Phone: (870) 336-6407 Fax: (479) 230-2002 Email: jhargis@justicetoday.com About 1st Advantage Home Care Inc. 1st Advantage Home Care, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 18-10698) on Feb. 8, 2018. In the petition signed by Jennifer Crismon, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Phyllis M. Jones presides over the case. 34 SO. CROSSMAN: Allowed to Use Up to $12,000 Cash Collateral ------------------------------------------------------------- The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the Western District of New York has authorized Gerald Scharf and 34 So. Crossman Street Inc. d/b/a Scharf's German Restaurant Und Bar to use cash collateral in the amount of up to $12,000 on an emergency basis. The Internal Revenue Service and the New York State Department of Taxation and Finance are granted rollover replacement liens in post-petition assets of the Debtor Scharf's German Restaurant of the same relative priority and on the same types and kinds of collateral as they possessed pre-petition, as the same may ultimately be determined, to the extent of cash collateral actually used and not paid down by the Debtors. A final hearing on the Cash Collateral Motion will be held on May 23, 2018 at 10:00 a.m. A full-text copy of the Order is available at http://bankrupt.com/misc/nywb18-10908-17.pdf About 34 So. Crossman Street 34 So. Crossman Street Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 18-10908), on May 7, 2018. In the petition signed by Gerald Scharf, president, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The case is assigned to Judge Michael J. Kaplan. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, is the Debtor's counsel. 4 WEST: Omega Gets Court Nod to Transition Orianna Portfolio ------------------------------------------------------------ Omega Healthcare Investors, Inc. ("Omega") on May 14, 2018, disclosed that it has received court approval to begin the orderly transition to new operators of 23 of the 42 facilities currently operated by its tenant, 4 West Holdings, Inc. (together with certain of its affiliates, "Orianna"). Court approval came on May 11, 2018, from the United States Bankruptcy Court for the Northern District of Texas, which is presiding over Orianna's reorganization under chapter 11 of the Bankruptcy Code. Orianna's chapter 11 bankruptcy case is styled In re 4 West Holdings, Inc., Case No. 18-30777-hdh11 (Bankr. N.D. Tex.). Copies of all materials filed in this action are available at http://www.omnimgt.com/4west. Also on May 11, the Bankruptcy Court approved on a final basis the $30 million senior secured debtor-in-possession financing provided by Omega to Orianna, which has been used to repay in full Orianna's prior working capital lender and will also be used to provide Orianna with additional liquidity to fund on-going business operations. Additionally, the Bankruptcy Court approved procedures for the solicitation of competing proposals for the sale or restructuring of the 19 remaining Omega facilities currently operated by Orianna. Taylor Pickett, Omega's Chief Executive Officer, stated, "We are pleased to have completed this phase of the process and look forward to transitioning these 23 facilities to new operators. We remain confident that the 42 current Orianna facilities will generate rent or rent equivalents within our previously stated range of $32 million to $38 million upon completion of the planned transitions and sales." Mr. Pickett continued, "Together with the restructuring of the Signature Healthcare portfolio reported last week, we have made substantial progress in resolving the issues relating to these two portfolios." Signature Healthcare Portfolio Restructuring As previously reported in our Form 10-Q filing last week, Omega and Signature Healthcare entered into a consensual out-of-court restructuring agreement on May 7, 2018. As part of the restructuring, Signature Healthcare was reorganized to separate each of its primary portfolios with its three major landlords into distinct lease silos. Signature Healthcare formed Agemo to be the holding company of the lessees of the Omega portfolio. In connection with the Signature Healthcare restructuring, Omega agreed to: (1) defer up to $6.3 million of rent per annum for 3 years commencing May 1, 2018; (2) provide capital expenditure funds of approximately $4.5 million per year for 3 years to be used for the general maintenance and capital improvements of our 59 facilities; (3) extend a 7-year working capital term loan at 7% for an amount up to $25 million with a maturity date of April 30, 2025; (4) extend the term of the master lease by two years to December 31, 2030 and (5) extend the maturity date of the existing term loan by two years to December 31, 2024. As part of the restructuring, Signature Healthcare entered into new working capital credit facilities with its new working capital lender for each of its separate silos, including Agemo. Omega is a real estate investment trust that invests in the long-term healthcare industry, primarily in skilled nursing and assisted living facilities. Its portfolio of assets is operated by a diverse group of healthcare companies, predominantly in a triple-net lease structure. The assets span all regions within the US, as well as in the UK. About 4 West Holdings 4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are licensed operators of 41 skilled nursing facilities and manage on skilled nursing facility located in seven states: Georgia, Indiana, Mississippi, North Carolina, South Carolina, Tennessee and Virginia. In addition, one of related entity, Palladium Hospice and Palliative Care, LLC f/k/a Ark Hospice, LLC provides hospice and palliative care services at certain of the Facilities and other third party locations. They employ approximately 5,000 people, including but not limited to, nurses, nursing assistants, social workers, regional directors and supervisors. 4 West Holdings, Inc., and 134 of its affiliates and subsidiaries filed voluntary petitions in the U.S. Bankruptcy Court for the Northern District of Texas in Dallas seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring plan that contemplates the transfer of 22 facilities to new operations. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession. 4 West Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the filing. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Houlihan Lokey as investment banker; Crowe Horwath LLP as financial advisor; Ankura Consulting Group, LLC, as interim management services provider; and Rust Consulting/Omni Bankruptcy as claims agent. The Office of the U.S. Trustee on March 19, 2018, appointed an official committee of unsecured creditors. The Committee tapped Norton Rose Fulbright US LLP as its legal counsel, and CohnReznick LLP as its financial advisor. 5 STAR INVT.: Trustee's Sale of 15 Indiana Parcels for $550K Okayed ------------------------------------------------------------------- Judge Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the Northern District of Indiana authorized the private by Douglas Adelsperger, the Chapter 11 trustee for 5 Star Investment Group LLC and affiliates, to Bhola Singh of (i) Star Investment Group, LLC's real estate located in St. Joseph County, Indiana, commonly known as the following: (a) 1310 South Spring Street, Mishawaka, Indiana for $50,000; (b) 2018 South Brookfield Street, South Bend, Indiana for $25,000; (c) 405 East Woodside Street, South Bend, Indiana for $25,000; and (d) 1637 Huey Street, South Bend, Indiana for $10,000; (ii) 5 Star Investment Group V, LLC's real estate located in St. Joseph County, Indiana, commonly known as the following: (a) 1121 Oak Park Court, South Bend, Indiana for $7,000; (b) 1517 North Kenmore Street, South Bend, Indiana for $33,000; (c) 19823 Jewell Avenue, South Bend, Indiana for $50,000; (d) 310 East Woodside Street, South Bend, Indiana for $25,000; (e) 313 East Victoria, South Bend, Indiana for $25,000; (f) 3815 Ardmore Trial, South Bend, Indiana for $25,000; and (g) 2012 East LaSalle Avenue, Mishawaka, Indiana for $50,00; (iii) 5 Star Investment Group III, LLC's real estate located in either Elkhart County, Indiana, or St. Joseph County, Indiana, commonly known as the following: (a) 336 Smith Street, Mishawaka, Indiana for $30,000; and (b) 509 West Beardsley Avenue, Elkhart, Indiana for $47,000; (iv) 5 Star Investment Group II, LLC's real estate located in St. Joseph County, Indiana, commonly known as the following: (a) 1023 South 25th Street, South Bend, Indiana for $45,000; and (b) 314 Fairview Avenue South, South Bend, Indiana for $25,000; and (v) 5 Star Investment Group IV, LLC's real estate located in either Elkhart County, Indiana or St. Joseph County, Indiana, commonly known as the following: (a) 1114 Clover Road, South Bend, Indiana for $30,000; and (b) 719 Hiawatha Drive, Elkhart, Indiana for $48,000. The sale of the Real Estate is "as is and where is and with all faults" and no representations or warranties of any kind are made by the Trustee. The sale of the Real Estate to the Purchaser pursuant to the Purchase Agreement and the Order is free and clear of any and all liens, encumbrances, claims or interests, with all such valid liens, encumbrances, claims and interests attaching to the sale proceeds. At the closing for each parcel of Real Estate, the Trustee is authorized to direct Meridian Title Co. to disburse from the proceeds from the sale of each parcel of Real Estate, first to pay the costs and expenses of that particular sale, including the commission owed to the Tiffany Group, second to pay all real estate taxes and assessments outstanding and unpaid at the time of closing, including the Tax Liens and/or Sewage Liens for that particular parcel of Real Estate, and third to pay any other special assessments liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions. The Trustee is authorized and directed to retain the excess proceeds from the sale of each parcel of the Real Estate to be distributed pursuant to the terms of a confirmed chapter 11 plan or upon further order of the Court. Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds and concludes that there is no just cause for delay in the interpretation of the Order. The Order will therefore not be stayed for 14-days after its entry. Notwithstanding any provision of the Bankruptcy Code or the Bankruptcy Rules to the contrary, the Order will be effective and enforceable immediately upon entry, and any stay thereof, including without limitation Bankruptcy Rule 6004(h), is abrogated. The Order will constitute a final judgment and order pursuant to 28 U.S.C. About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining order, asset freeze and other emergency relief in the SEC Action. 5 Star Investment Group and its 10 affiliates owned by Eardl D. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the Court entered its agreed order granting the Trustee's motion for substantive consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered order granting application to employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy estates' broker. Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C. Hoard, Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq., in Rubin & Levin, P.C., in Indianapolis, Indiana, serve as counsel to the Trustee. 654 SARATOGA ROAD: Plan Confirmation Hearing Moved to June 6 ------------------------------------------------------------ Judge Robert E. Littlefield of the U.S. Bankruptcy Court for the Northern District of New York issued an amended order approving 654 Saratoga Road, LLC's disclosure statement, dated Nov. 15, 2017, referring to its chapter 11 plan. The last day for filing written acceptances or rejections of the plan has been moved to May 30, 2018. Hearing on the confirmation of the plan is now set for 10:30 a.m. on June 6, 2018 instead of March 28, 2018 at the U.S. Courthouse, 445 Broadways, Suite 306, Albany, NY. Written objections to confirmation of the plan must be filed with the Court and served no later than seven days prior to the hearing on confirmation. The Troubled Company reporter previously reported that direct payments to creditors will be made by the Debtor from its ongoing rental revenues coupled with capital contributions as necessary. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nynb17-10649-29.pdf About 654 Saratoga Road Headquartered in Clifton Park, New York, 654 Saratoga Road, LLC, has been the holding company of real property improved by a tavern/restaurant since May 4, 2012. It owns a 4.8-acre parcel of real property located at 654 Saratoga Road, Glenville, New York 12302. 654 Saratoga Road, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 17-10649) on April 6, 2017, estimating its assets and liabilities at between $500,001 and $1 million each. Michael Leo Boyle, Esq., at Tully Rinckey PLLC, serves as the Debtor's bankruptcy counsel. 761 DEKALB: Unsecured Creditors to Get Full Payment Under Plan -------------------------------------------------------------- 761 Dekalb Avenue Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a plan of reorganization and accompanying disclosure statement proposing that Priority Tax Claims and General Unsecured Claims will be paid in full over the life of the Plan. Specifically, General Unsecured Claims will be paid bi-monthly until paid in full. The Claim of Class 1 Secured Creditor Bayview Loan Servicing LLC will either be paid in full, through the sale of the Debtor's mixed-use building, or their mortgage loan will be reinstated from payments made over the life of the Plan. The Debtor has not fully rented the Property because it was in need of repairs. Since the bankruptcy filing, the Debtor has renovated one of the residential units and has listed the commercial space for rent, subject to bankruptcy court approval. The Debtor has consulted with a real estate broker familiar with the location, who has advised the Debtor the Property is in a very desirable location. The broker believes the Property should generate no less than $12,000 a month in rental income, and believes the Property is worth no less than $1,500,000.00. The Debtor intends to use the rental income to fund its plan. The Debtor's president and sole shareholder, Sadio Diallo, has $97,000 earmarked to contribute towards funding the Plan and completing renovations. If the Debtor can not reach its rental income goal, it will sell the Property and pay its creditors in full. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb17-43401-39.pdf About 761 Dekalb Avenue Properties 761 Dekalb Avenue Properties, LLC, based in Brooklyn, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-43401) on June 29, 2017. The Debtor's principal assets are located at 761 Dekalb Avenue Brooklyn, NY 11216. In the petition signed by Sadio Diallo, managing member, the Debtor listed $1 million to $10 million in assets and under $50,000 in liabilities. The Hon. Elizabeth S. Stong presides over the case. Norma E Ortiz, Esq., at Ortiz & Ortiz, serves as counsel to the Debtor. ACCESS PROGRAMMING: Exclusivity Deadline is Extended to June 30 --------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of Access Programming Services, Inc., has extended the exclusivity period to file its plan and disclosure statement through and including June 30, 2018. As reported by the Troubled Company Reporter on May 11, 2018, the Debtor asked the Court for June 17, 2018 extension of the exclusivity period because the Debtor and its primary creditor Dish Network, Inc., are still in the process of negotiating a consensual and viable plan. About Access Programming Services Based in West Palm Beach, Florida, Access Programming Services, Inc., is a privately-held company specializing in the development of custom computer software. Access Programming sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-10624) on Jan. 17, 2018. In the petition signed by Harold Tyler Bell, COO, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Paul G. Hyman, Jr., presides over the case. No official committee of unsecured creditors has been appointed in the Chapter 11 case. AFP HOLDING: Gets Permission to Use Cash Collateral --------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York, upon the subjoined consent of SummitBridge National Investment III LLC, and the New York Business Development Corp., authorizes AFP Holding, Inc.'s use of cash collateral in accordance with the terms of the Consent Order. The Debtor is authorized, to use cash collateral to pay for the operating expenses and costs of administration incurred by the Debtor strictly in accordance with the budget, for the period of time from the date hereof until the earliest to occur of (a) the date that the Order ceases to be in full force and effect, or (b) the occurrence of a Termination Event. The Budget for the Interim Period will provide for payment of the following costs and expenses in the ordinary course of business: (a) electric bills for the building on the Real Property; (b) water charges for the Building; (c) gas charges for the Building; (d) real estate taxes for the Building as and when they fall due; (e) United States Trustee fees; (f) accounting fees not to exceed $1,000 for the 2017 calendar year; and (g) in addition to the charges set forth above, the Debtor may use its DIP Account to pay the following obligations: accounting fees not to exceed $1,000 for the 2017 calendar year; and (i) to the extent that the DIP Account does not contain sufficient funds to make the payments described above and 9(c)(i), the Debtor may utilize the proceeds of the Loss Advance make such payments, subject to the approval of both SummitBridge and NYBDC and pursuant to a budget. Secured Lenders SummitBridge and NYBDC are joint holders of the first mortgage upon the Debtor's real property located at 54-14 74th Street, Elmhurst, New York 11373. In addition to the Secured Lenders' existing pre-petition liens and security interests, all of which will continue in full force and effect in the same order, priority and extent as existed prior to the Petition Date, the Secured Lenders are each granted a continued first priority security interest in and lien upon the Debtor's real and personal property acquired to the same extent, scope and priority as existed pre-petition, covering all rents, escrows, income, profits, fixtures, interests in real property and any improvements thereon, including all cash held in the DIP account or Escrow Account and all payments received and to be received from the Insurance Company as a result of adjusting the Debtor's Casualty Loss. A Termination Event will constitute any of the following: (a) August 31, 2018 (Outside Date); (b) any order will be entered, other than with the consent of the Secured Lenders, reversing, amending, supplementing, staying, vacating, or otherwise modifying the Consent Order in any material respect or terminating the use of Cash Collateral by the Debtor pursuant to the Consent Order; (c) an application will be filed by the Debtor for the approval of any Superpriority Claim or any lien in Debtor's Chapter 11 case which is pari passu with or senior to the Adequate Protection Obligations or Adequate Protection Liens, or there will be granted any such pari passu or senior Superpriority Claim or lien in each case, except any such Superpriority Claim or lien arising hereunder; (d) any order will be entered granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code to the holder or holders of any security interest, lien or right of setoff other than a security interest, lien or right of setoff of the Secured Lenders, to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like), possession, set-off or any similar remedy with respect to any Cash Collateral or any assets of the Debtor necessary to the conduct of its businesses; (e) the failure of the Debtor to perform in accordance with the terms and conditions of the Consent Order; (f) except as permitted by any order of the Court and included in the Budget or with the express prior written consent of Secured Lenders, the Debtor or Escrowee will make any payment in respect of a prepetition claim; (g) the Chapter 11 Case will be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; (ii) the Debtor will file a motion or other pleading seeking the dismissal of the Chapter 11 Case pursuant to Section 1112 of the Bankruptcy Code or otherwise; or (iii) a trustee under Chapter 11 of the Bankruptcy Code, a responsible officer, or an examiner with enlarged powers relating to the operation of the business will be appointed or elected in the Chapter 11 Case; (h) the Debtor (i) fails to maintain, with financially sound and reputable insurance companies insurance in such amounts and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and all insurance required to be maintained pursuant to the Loan Documents, or (ii) fails to furnish to the Secured Lenders, upon reasonable request, information in reasonable detail as to the insurance so maintained; (i) the Debtor fails to comply with all laws, rules, regulations, and orders of any governmental authority applicable to it, its operations or its property; or (j) the Debtor fails to comply with any of the terms or conditions of the Consent Order, provided, however, that the Secured Lenders may waive, in writing, any Termination Event. A full-text copy of the Consent Order is available at http://bankrupt.com/misc/nyeb17-42642-72.pdf About AFP Holding On May 23, 2017, an involuntary petition under Chapter 7 of Title 11 of the United States Code was filed against the Debtor by SummitBridge National Investments III LLC and the New York Business Development Corp. The Debtor filed a motion to dismiss the involuntary Chapter 7 case and, after an evidentiary hearing, the Court denied the Debtor's motion to dismiss the Petition. A motion was made to convert the Chapter 7 case to a Chapter 11 case and an Order was duly entered by this Court on consent of SummitBridge National and New York Business allowing the case to proceed under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-42642). The Debtor hired Neal M. Rosenbloom, Esq., at Goldberg Weprin Finkel Goldstein LLP, as counsel. On March 27, 2018, the Court appointed Maltz Auctions, Inc., as auctioneer. AGILE THERAPEUTICS: Provides Regulatory Update on Twirla -------------------------------------------------------- Agile Therapeutics, Inc., announced the content of the official minutes from its Type A meeting with the U.S. Food and Drug Administration held on April 16, 2018 to discuss the complete response letter (CRL) issued by the FDA on Dec. 21, 2017 relating to the New Drug Application (NDA) for Twirla (AG200-15), the Company's investigational low-dose, non-daily, combination hormonal contraceptive patch. In the CRL, the FDA informed the Company that the Twirla NDA could not be approved due to deficiencies related to the manufacturing process and facility for Twirla, and because of questions the FDA had on the in vivo adhesion properties of Twirla and their potential relationship to the Company's Phase 3 clinical trial results. In the official minutes, the FDA informed the Company that it continues to have significant concerns regarding the adhesion of Twirla, which the FDA believes cannot be addressed through the Company's proposed patient compliance programs, and that the Company needed to address the Twirla adhesion properties by reformulating the transdermal system and conducting a formal adhesion study with the new formulation. The FDA also informed the Company that it would need to demonstrate bioequivalence to the data and information for the original formulation. The FDA advised the Company that after the Company satisfies the FDA’s questions on adhesion and adequately bridges to the findings in the SECURE Phase 3 trial, it anticipates discussing the safety and efficacy of Twirla at an advisory committee meeting to obtain input on whether the benefits outweigh the risks. In the absence of a finding of bioequivalence, the Company would need to conduct a new Phase 3 study with the new formulation. Finally, the FDA provided guidance on the path forward for addressing manufacturing issues related to Twirla, which path is largely based on the materials the Company had previously submitted in December 2017. To the extent that the Company reformulates Twirla, it may create the need for additional manufacturing work and review by the FDA. "We believe we had a constructive meeting with the FDA, however, we disagree with the FDA's conclusions on the adhesion of Twirla and our patient compliance programs. We believe we have demonstrated an adhesion profile for Twirla that supports approval based on extensive data from our Phase 2 studies, including an extreme conditions trial, and our three Phase 3 trials. We also believe that we have planned compliance and education programs that can address the issues raised by the FDA and will support patient use of the product once it is approved. While we will continue to evaluate all of our options on next steps, we expect we will pursue formal dispute resolution. We will provide an update when we move forward," said Al Altomari, chairman and chief executive officer, Agile Therapeutics. "In light of the feedback from the FDA, we also are re-evaluating our business plan to identify ways to extend our ability to fund the Company's operations," concluded Mr. Altomari. About Twirla (AG200-15) Twirla (levonorgestrel/ethinyl estradiol transdermal system) or AG200-15 is an investigational once-weekly prescription contraceptive patch. AG200-15 is a combined hormonal contraceptive (CHC) patch that contains the active ingredients ethinyl estradiol (EE), a type of estrogen and levonorgestrel (LNG), a type of progestin. Twirla is designed to be applied once weekly for three weeks, followed by a week without a patch. About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com/-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. Twirla is based on Agile's proprietary transdermal patch technology, called Skinfusion, which is designed to provide advantages over currently available patches and is intended to optimize patch adhesion and patient wearability. The report from the Company's independent accounting firm Ernst & Young LLP, the Company's auditor since 2010, 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, has experienced delays in the approval of its product candidate and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Agile reported a net loss of $28.30 million in 2017, a net loss of $28.74 million in 2016 and a net loss of $30.33 million in 2015. As of March 31, 2018, Agile had $42.92 million in total assets, $12.31 million in total current liabilities and $30.61 million in total stockholders' equity. ALPHATEC HOLDINGS: May Issue Additional 5.6M Shares Under Plans --------------------------------------------------------------- Alphatec Holdings, Inc., filed with the Securities and Exchange Commission a Form S-8 registration statement to register the offer and sale of an additional aggregate 5,600,000 shares of common stock for issuance under the 2016 Employment Inducement Award Plan and 2016 Equity Incentive Plan. With respect to the Inducement Plan, the Company previously registered (i) 350,000 shares of Common Stock on Form S-8 filed with the SEC on Oct. 5, 2016, (ii) 600,000 shares of Common Stock on Form S-8 filed with the Commission on Dec. 12, 2016, (iii) 600,000 shares of Common Stock on Form S-8 filed with the Commission on March 30, 2017 and (iv) 1,000,000 shares of Common Stock on Form S-8 filed with the Commission on Oct. 24, 2017. With respect to the Equity Plan, the Company previously registered 1,083,333 shares of Common Stock on Form S-8 filed with the Commission on Oct. 5, 2016. A full-text copy of the prospectus is available for free at: https://is.gd/vV2tjo 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 March 31, 2018, Alphatec Holdings had $143.33 million in total assets, $34.49 million in total current liabilities, $53.66 million in total long-term liabilities, $23.60 million in redeemable preferred stock and $31.57 million in stockholders' equity. ALPHATEC HOLDINGS: Stockholders Elected 11 Directors ---------------------------------------------------- Alphatec Holdings, Inc. held its annual meeting on May 17, 2018, at which the stockholders: (1) elected each of Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, Jason Hochberg, Patrick S. Miles, David H. Mowry, Terry M. Rich, Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and Ward W. Woods to serve on the Company's Board for a term of one year until the 2019 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation; (2) ratified the selection of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for its fiscal year ending Dec. 31, 2018; (3) approved the amendment of the Company's 2016 Equity Incentive Plan; (4) approved, on a non-binding advisory basis, the compensation of the Company's named executed officers; and (5) approved the issuance of shares of common stock (or securities convertible into or exercisable for common stock): (a) representing more than 19.99% of the outstanding common stock or voting power of the company; (b) to insiders at less than market prices; and (c) that could result in a Nasdaq Stock Market change of control. Ian R. Molson was not nominated for re-election at the Annual Meeting and, therefore, Mr. Molson's term as a member of the Company's Board of Directors expired following the Annual Meeting. In connection with his departure from the Company's Board, Mr. Molson and the Company entered into a Vesting Acceleration Agreement. Pursuant to the Vesting Agreement, as of May 17, 2018, all outstanding options to purchase the Company's common stock and any restricted common stock held by Mr. Molson as of May 17, 2018, became vested and exercisable. In addition, the term during which Mr. Molson may exercise any stock option was extended until the earlier of: (i) May 17, 2020 (or the following business day if such day is not a business day of the Company), or (ii) the expiration date that would apply to such stock option. 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 March 31, 2018, Alphatec Holdings had $143.33 million in total assets, $34.49 million in total current liabilities, $53.66 million in total long-term liabilities, $23.60 million in redeemable preferred stock and $31.57 million in stockholders' equity. "We have typically incurred net losses from our continuing operations since our inception. As of December 31, 2017, we had an accumulated deficit of $459.5 million. We have incurred significant net losses since inception and have relied on our ability to fund our operations through revenues from the sale of our products, equity financings and debt financings. As we have incurred losses, successful transition to profitability is dependent upon achieving a level of revenues adequate to support our cost structure. This may not occur and, unless and until it does, we will continue to need to raise additional capital. We may seek additional funds from public and private equity or debt financings, borrowings under new debt facilities or other sources to fund our projected operating requirements. However, there is no guarantee that we will be able to obtain further financing, or do so on reasonable terms. If we are unable to raise additional funds on a timely basis, or at all, we would be materially adversely affected," the Company stated in its 2017 Annual Report. AMBOY GROUP: Seeks July 23 Plan Exclusivity Period Extension ------------------------------------------------------------ Amboy Group, LLC, and CLU Amboy, LLC ask the U.S. Bankruptcy Court for the District of New Jersey to extend the time period in which the Debtors have the exclusive right to file a Chapter 11 plan of reorganization for 60 days, until July 23, 2018, and deadline to solicit acceptances for a period of 60 days thereafter, until September 21, 2018. The exclusive period for the Debtors to file a plan of reorganization originally expired on February 22, 2018. The Original Deadline, however, was extended until May 23, 2018. The Debtors seek extension of the exclusivity period for solely legitimate reasons. First, the Debtors are working on a potential plan of reorganization. Second, the Debtors have received ample amount of interest in purchase of the building in which the Debtors operate from and/or to provide additional financing for operations. As such, the Debtors intend to use any additional time to complete their due diligence efforts, finalize negotiations with prospective purchasers and subsequently submit a viable, good faith plan of reorganization. Through this process, the Debtors will seek a result that will be fair, equitable, and transparent to all of his creditors. A hearing will be held on June 12, 2018, at 10:00 a.m. during which time the Court will consider extending the exclusivity periods. About Amboy Group Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet, d/b/a Amboy Cold Storage, is a provider of food products and temperature controlled warehouses. Its food processing and cold storage facility serves as a manufacturer/ distributor of authentic Irish and Italian meat products in America. Amboy Group's facility is USDA, FDA and SQF 2000 certified. CLU Amboy, LLC, is the fee simple owner of a real property located at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of $13 million. CLU Amboy reported gross revenue of $624,444 in 2016 and gross revenue of $644,066 in 2015. Amboy Group holds a 51% interest in an American entity known as Parmacotta-Amboy NA, LLC that distributes Italian meats. The remaining 49% is owned by an American entity known as Parmacotto America. Parmacotto America is owned by Paramcotto sPa. Parmacotto sPa has been subject to insolvency proceedings in Italy for approximately two and half years, during which time, no revenue has flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross revenue amounted to $10.01 million in 2016 and $6.26 million in 2015. Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct. 25, 2017. At the time of filing, the Amboy Group reported $1.48 million in assets and $7.11 million in liabilities, while CLU Amboy reported $13.34 million in assets and $10.78 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as bankruptcy counsel. The Debtors hired Reitler Kailas & Rosenblatt LLC as special counsel, and Thomas A. Ferro, P.C., as their accountant. The Debtors also tapped Sout Risius Ross Advisors, LLC, and its affiliate Stout Risius Ross, LLC, as financial advisor and investment banker. AMERICAN DREAM: Court Conditionally Okays Plan Outline ------------------------------------------------------ Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the Northern District of Georgia issued an amended order conditionally approving The American Dream Today, Inc.'s disclosure statement in support of its small business plan of reorganization filed on Feb. 22, 2018. June 1, 2018, is fixed as the last day for filing written acceptances or rejections of the Debtors' Plan, and the last day for filing and serving written objections to the Disclosure Statement or to confirmation of the Plan. A hearing will be held in Courtroom 1204, U.S. Courthouse, 75 Ted Turner Drive, S.W., Atlanta, Georgia at 11:00 a.m. on June 7, 2018 to consider any objections to the Disclosure Statement or to confirmation of the Plan. The Troubled Company Reporter previously reported that the Plan will be funded from rental income paid to the reorganized Debtor under the Commercial Lease Agreement with Naturally Yours, LLC. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb17-57810-47.pdf About American Dream Today The American Dream Today, Inc., is a non-profit corporation that provides transitional housing and treatment series for homeless men and to facilitate responsible re-entry into society. American Dream Today filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-bk-57810) on May 1, 2017. Edward F. Danowitz, Esq., at Danowitz Legal, P.C., serves as the Debtor's bankruptcy counsel. APOLLO COMPANIES: Unsecureds to Get 10% Over 5 Years ---------------------------------------------------- Apollo Companies Inc. filed a seventh amended plan of reorganization and disclosure statement to modify the treatment of Class 6 - Unsecured General Claims, which will be paid 10% over five years. A full-text copy of the Seventh Amended Plan is available at: http://bankrupt.com/misc/txsb17-80148-157.pdf About Apollo Companies Headquartered in Alvin, Texas, Apollo Office Systems, LLC -- http://www.apolloofficesystems.com-- is a growing company that sells and services all brands of copiers, printers, scanners, faxes, wide format laser printers and any other type of office machine. The Debtor is an authorized Xerox Channel Partner. It also sells Canon, Kyocera-Mita/Copystar, Konica-Minolta, Oce, Okidata, HP, Brother, Samsung, Ricoh, GEI, Fujitsu, etc. AOS is a family owned and has been in the business for over twenty-five years. Apollo Companies Inc., doing business as Apollo Office Systems LLC, doing business as Southwest Office Systems, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-80148) on May 5, 2017. In the petition signed by Jeffrey Foley, director, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Marvin Isgur presides over the case. The Debtor hired E. Rhett Buck, Esq., serves as bankruptcy counsel to the Debtor, and Eric C. Grimm, PLLC, and the Law Office of William L. Bennett, as its special litigation counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. BARCORD INC: Case Summary & 7 Unsecured Creditors ------------------------------------------------- Debtor: Barcord, Inc. 7301 West 25th St. Riverside, IL 60546 Business Description: Barcord, Inc. is a real estate company that has 100% ownership interest in a property located at 1648 West Kinzie St., Chicago, IL 60622 valued by the Company at $2.4 million. Chapter 11 Petition Date: May 23, 2018 Case No.: 18-14974 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Carol A. Doyle Debtor's Counsel: Joshua D. Greene, Esq. SPRINGER BROWN, LLC 300 South County Farm Rd., Suite I Wheaton, IL 60187 Tel: 630-510-0000 Fax: 630-510-0004 Email: jgreene@springerbrown.com www.springerbrown.com Total Assets: $2.40 million Total Liabilities: $2.23 million The petition was signed by James Aitcheson, president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb18-14974.pdf BASS PRO: S&P Raises Term Loan Rating to 'BB-' on Debt Reduction ---------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Bass Pro Group LLC's $2.97 billion (currently $2.87 billion outstanding) term loan B due 2024 to 'BB-' from 'B+'. S&P also revised the recovery rating to '2' from '3' following the recent repayment of the $500 million of revolver borrowings, along with the termination of the $500 million asset sale facility and $400 million term loan A. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; rounded estimate: 75%) in the event of payment default. The corporate credit rating remains 'B+' with a stable outlook. RECOVERY ANALYSIS Key analytical factors S&P said, "We simulate a default in 2022 as a result of flat or moderate revenue growth and margin because of slower consumer discretionary spending in a volatile economy, leading to declining consumer spending on sporting goods and, consequently, lower sales and operating margins for the company. "After adjusting for the value we attribute to estimated administrative expenses and revolver-related claims, we forecast $2.25 billion in collateral value available to the term loan." Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $532 million -- Implied enterprise value (EV) multiple: 6x -- Estimated gross EV at emergence of $3.19 billion Simplified waterfall -- Net EV after 5% administrative costs: $3.03 billion -- Valuation split % (obligors/nonobligors): 100/0 -- Asset-based revolver (ABL) claims: $783 million —-Recovery expectations: N/A -- Senior secured claims: $2.83 billion —-Recovery expectations: 70%-90% (rounded estimate: 75%) Note: All debts amounts include six months of prepetition interest. RATINGS LIST Bass Pro Group LLC Corporate Credit Rating B+/Stable Issue-Level Rating Raised; Recovery Rating Revised To From Bass Pro Group LLC Senior Secured BB- B+ Recovery Rating 2(75%) 3(60%) BISHOP GORMAN: Trustee, JATCO Claims Added in Latest Plan --------------------------------------------------------- Bishop Gorman Development Corporation filed with the U.S. Bankruptcy Court for the District of Nevada a first amended disclosure statement for its second amended plan of reorganization dated April 27, 2018. The Plan provides for BGDC to retain the Property in Las Vegas, Nevada, and other assets and continue to lease the Property to the Diocese for operation of the School. In general, the Debtor's obligations to the Bank will be reinstated pursuant to the terms of the Plan, and the Plan creates the GUC Fund for the benefit of General Unsecured Creditors. This latest filing adds the allowed Trustee claim in Class 3 and the JATCO claim in Class 6. General unsecured creditors, previously classified in Class 5, are now in Class 7. On the Effective Date, the Reorganized Debtor shall reinstate the Credit Documents, provided, however, that the Trustee will have no right to seek from Debtor or Reorganized Debtor interest in excess of the non-default rate or fees, expenses and penalties that accrued under the Credit Documents prior to the Effective Date. Any payments to be made under the Plan, agreements contemplated by the Plan, or actions proposed to be taken under the Plan, including but not limited to amendment of the BGHS Lease, shall not violate or constitute a breach under the Credit Documents. Class 3 is impaired. The JATCO Claim will be treated in one out of the four alternative ways, depending on the Bankruptcy Court's (i) determination regarding the Avoidability of the JATCO Liens; and (ii) valuation of Debtor's Assets. (I) In the event that the Bankruptcy Court determines that the JATCO Liens are Avoidable and/or values the aggregate of all of Debtor's Assets at an amount that is equal to or less than the aggregate of the Allowed Senior Secured Claims, then JATCO will have the Allowed JATCO Unsecured Claim which will be included in Class 7, and JATCO will receive the treatment provided to Allowed General Unsecured Claims in Class 7 (including, for the avoidance of doubt, the option to grant the Consensual Diocese Release). In this event, the JATCO Fund will be available for payment to Allowed General Unsecured Claims. (II) In the event that the Bankruptcy Court determines that the JATCO Liens are not Avoidable and values the aggregate of all of Debtor's Assets at an amount in excess of the aggregate of the Allowed Senior Secured Claims, but less than the sum of (i) the aggregate of the Allowed Senior Secured Claims and (ii) the JATCO Fund, then JATCO will have: (a) the Allowed JATCO Secured Claim in the amount that the value of the Assets exceeds the aggregate of the Allowed Senior Secured Claims; and (b) the Allowed JATCO Unsecured Claim for the difference between the Allowed JATCO Claim and the Allowed Secured JATCO Claim. (III) In the event that the Bankruptcy Court determines that the JATCO Liens are not Avoidable and values the aggregate of all of Debtor's Assets at an amount that is greater than the sum of (i) the aggregate of the Allowed Senior Secured Claims and (ii) the JATCO Fund, but less than or equal to $46,800,000, then JATCO will have: (a) the Allowed JATCO Secured Claim in the amount that the value of the Assets exceeds the aggregate of the Allowed Senior Secured Claims; and (b) the Allowed JATCO Unsecured Claim for the difference between the Allowed JATCO Claim and the Allowed Secured JATCO Claim. (IV) In the event that the Bankruptcy Court determines that the JATCO Liens are not Avoidable and values the aggregate of all of Debtor's Assets at an amount that is greater than $46,800,000 then Debtor will seek dismissal of the Chapter 11 Case on terms acceptable to the Bankruptcy Court, including the payment of Allowed Administrative Claims. Class 7 consists of Allowed General Unsecured Claims, including the Allowed JATCO Unsecured Claim, as applicable. Each Holder of an Allowed General Unsecured Claim will receive its Pro Rata portion of: (a) the GUC Fund; (b) the JATCO Fund, in the event that the Bankruptcy Court determines that the JATCO Liens are Avoidable and/or values the aggregate of all of Debtor’s Assets at an amount that is equal to or less than the aggregate of the Allowed Senior Secured Claims; and/or (c) the JATCO Fund Excess, if any, in the event that the Bankruptcy Court determines that the JATCO Liens are not Avoidable and values the aggregate of all of Debtor’s Assets at an amount in excess of the aggregate of the Allowed Senior Secured Claims, but less than the sum of (i) the aggregate of the Allowed Senior Secured Claims and (ii) the JATCO Fund; provided, however, that only those Holders of Allowed General Unsecured Claims (including, for the avoidance of doubt, the Allowed JATCO Unsecured Claim) that elect to grant the Consensual Diocese Release shall be entitled to receive their pro rata share of the JATCO Fund or the JATCO Fund Excess (if any) that is attributable to the Additional Rent. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nvb17-11942-460.pdf A full-text copy of the Second Amended Plan is available at: http://bankrupt.com/misc/nvb17-11942-459.pdf About Bishop Gorman Development Corporation Bishop Gorman Development Corporation is a charitable organization with its principal assets located at 5959 S. Hualapai Way, Las Vegas, Nevada. Bishop Gorman Development filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-11942) on April 17, 2017, estimating assets and liabilities between $100 million and $500 million each. Deacon Aruna Silva, executive director, signed the petition. Judge August B. Landis presides over the case. Brett A. Axelrod, Esq., at Fox Rothschild LLP, serves as the Debtor's bankruptcy counsel. The Debtor also hired Greenberg Traurig, LLP, as its special litigation counsel, and Wallace Neumann & Verville, LLP, as its accountant. BLINK CHARGING: Executive Chairman Buy 35.1% Stake -------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Michael D. Farkas reported that as of May 18, 2018, he beneficially owns 8,008,993 shares of common stock of Blink Charging Co., which represents 35.1 percent of the shares outstanding. Mr. Farkas is serving as Blink Charging's executive chairman and as a member of its Board of Directors. Mr. Farkas is a United States citizen. The business address of Mr. Farkas is 3284 N 29th Court, Hollywood, Florida 33020. The percentage is based upon the combined total of: (a) the 21,623,090 shares of the Company's common stock issued and outstanding as of May 14, 2018 and; (b) the options and warrants currently owned or issuable to Mr. Farkas. Mr. Farkas acquired the reported 6,832,839 shares of the Common Stock, 30,240 options to purchase Common Stock and 1,145,914 warrants to purchase the Common Stock as follows: On Feb. 13, 2018, Mr. Farkas had voting and investment control of the following shares: 201,250 shares of Common Stock owned by FGI; options to purchase 6,600 shares of Common Stock; 5,000 shares of Common Stock owned by each of Mr. Farkas' three minor children over which shares Mr. Farkas has voting authority and serves as custodian (a total of 15,000 shares); 80 shares owned by the Farkas Family Irrevocable Trust of which Mr. Farkas is a beneficiary; 7,200 shares of Common Stock owned by the Michael D. Farkas Charitable Foundation of which Mr. Farkas has voting authority as trustee; 3,119,057 shares of Common Stock owned by Mr. Farkas of which 2,990,404 were converted into shares of Common Stock upon exercise of warrants held by FGI on Aug. 29, 2017; 619,706 shares of Common Stock held by BLNK Holdings LLC in which Mr. Farkas has a controlling interest; 22,130 held by the Zevi Group Inc. over which shares Mr. Farkas has voting authority; 19,279 shares of Common Stock issuable upon conversion of principal and interest owed pursuant to outstanding convertible notes. On Dec. 6, 2017, the Company and Mr. Farkas signed a letter agreement, pursuant to which Mr. Farkas would cancel 2,930,596 of his shares of Common Stock upon the closing of the Company's registered public offering. On Feb. 16, 2018, in connection with the closing of the Offering, Mr. Farkas purchased 182,741 units at a price of $4.25 per unit with each unit consisting of one share of Common Stock and two warrants each to purchase one share of Common Stock each with an exercise price of $4.25 per share. Mr. Farkas purchased the 182,741 units for $776,649. Also in connection with the closing of the Offering, Mr. Farkas was repaid cash for the principal and interest owed to him pursuant to outstanding convertible notes. Therefore, Mr. Farkas no longer had the right to 19,279 shares of Common Stock previously issuable to him upon conversion of such convertible notes. On March 16, 2018, the Company issued to BLNK Holdings 74,753 restricted shares of the Common Stock as payment of $221,009 owed to BLNK Holdings, in principal and interest pursuant to a Conversion Agreement between the Company and BLNK Holdings, dated August 23, 2017. The Company issued to Mr. Farkas 1,776,335 restricted shares of Common Stock on March 22, 2018. Of this amount, (i) 500,000 shares of Common Stock were issued pursuant to the December Letter Agreement for the conversion of 10,000,000 shares of the Series A Preferred Stock, and (ii) 886,119 shares of Common Stock were issued pursuant to the December Letter Agreement. The other 390,216 restricted shares issued on March 22, 2018 related to 390,216 units with each unit consisting of one share of Common Stock and two warrants each to purchase one share of Common Stock each with an exercise price of $4.25 per share. On April 9, 2018, the 780,432 warrants related to these units were issued. The units were issued as follows: (i) 13,721 units as payment of $46,651 in Board fees owed to Mr. Farkas, (ii) 223,456 units as payment of $712,500 in shares of Common Stock owed to Mr. Farkas for the period of Dec. 1, 2015 through May 31, 2017 pursuant to the Third Amendment to Executive Employment Agreement between the Company and Mr. Farkas, dated June 15, 2017 and pursuant to a Conversion Agreement between the Company and Mr. Farkas, dated Aug. 23, 2017, and (iii) 153,039 shares of Common Stock (as part of units whose warrants were issued on April 9) as payment of $375,000 in shares of Common Stock owed to Mr. Farkas for accrued commissions on hardware sales and revenue from charging stations for the period of November 2015 through March 2017 pursuant to the Third Amendment and $145,334 in shares of Common Stock owed to Mr. Farkas for accrued commissions on hardware sales and revenue from charging stations for the period of April 2017 through February 13, 2018 pursuant to an oral agreement between the Company and Mr. Farkas. This oral agreement was reached pursuant to Section 7(B) of the Third Amendment. On March 27, 2018, the Company issued to BLNK Holdings 6,827,092 restricted shares of Common Stock and to Mr. Farkas 211,276 restricted shares of Common Stock to convert the Series C Preferred Shares held by and owed to BLNK Holdings and Mr. Farkas as of the February 16th closing date of the Offering. On March 28, 2018 in connection with his controlling interest in BLNK Holdings, Mr. Farkas transferred the 7,521,551 restricted shares of Common Stock that BLNK Holdings held to various individuals and entities, one of which was FGI to whom BLNK Holdings transferred 4,486,366 restricted shares of Common Stock. BLNK Holdings no longer owns shares of the issuer. In March 2018, the options to purchase 6,600 shares of Common Stock Mr. Farkas held on Feb. 13, 2018 expired. These 6,600 options are being replaced as part of the 15,000 shares of Common Stock issuable to Mr. Farkas upon exercise of options to be issued as replacements of expired options with the options having a weighted average exercise price of $5.30. On April 13, 2018, Mr. Farkas cancelled and returned to the Company's treasury 2,930,596 shares of Common Stock on behalf of FGI pursuant to the December Letter Agreement. On April 18, 2018, FGI transferred 518,000 restricted shares of Common Stock to various individuals or entities. A full-text copy of the regulatory filing is available at: https://goo.gl/FFonSt 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/-- in an owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. 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. Blink Charging reported a net loss attributable to common shareholders of $79.63 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016. As of March 31, 2018, Blink Charging had $11.70 million in total assets, $9.04 million in total liabilities and $2.65 million in total stockholders' equity. As of March 31, 2018, the Company had cash, working capital and an accumulated deficit of $9,946,654, $2,212,757 and $154,231,190, respectively. During the three months ended March 31,2018, the Company generated net income of $2,204,088, but a loss from operations of $3,801,939. The Company has not yet achieved profitability from operations. "The Company believes its current cash on hand, is sufficient to meet its operating and capital requirements for at least twelve months from the issuance date of these financial statements. Thereafter, the Company will need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future operations. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings," as stated in the Company's Quarterly Report for the period ended March 31, 2018. BOOK REVIEW: Dynamics of Institutional Change --------------------------------------------- Authors: Milton Greenblatt, Myron Sharaf, and Evelyn M. Stone Publisher: Beard Books Softcover: 288 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at https://is.gd/Ry3h2h Like many other private-sector and public institutions in modern society, hospitals are regularly undergoing change. The three authors of this volume have been leaders in change at Boston State Hospital, a large public mental hospital that serves as the test case for the experienced advice and hard-earned lessons found in this work. With their academic and professional backgrounds, the three authors combined offer an incomparable fund of knowledge and experience for the reader. In keeping with their positions, they focus on the position and the role of the leaders of institutional change. They do not recommend any particular choices, direction, or outcome. They do not presume to know what is the best for all institutions, or to understand the culture, realities, goals, or values of all institutions. They do not even presume to know what is best or desirable for hospitals, the institution with which they are most familiar. Instead, the authors direct their attention to "the problems hampering change and the gains and losses of one or another strategy of change." In relation to this, they are "more concerned with the study of process than with outcome." By not recommending specific policies or arguing for specific values or goals, the authors make their book relevant to all institutions involved in change, but particularly public-health institutions. All of the subjects are dealt with from the perspective of top executives and administrators. Among the subjects taken up are not only the staff and structure of the institution, specifically the medical institution, but also consultants, volunteers, local communities, and state and federal government agencies. The detail given to each subject goes beyond the administrator's relationship to it to discussion concerning the relationship of lower-level employees with the subject. This relationship of lower-level employees has everything to do with how change occurs within the institution, and often whether it occurs. The authors go into such detail because they understand that the performance and goals of top administrators are affected by everything that goes on within their institution, and often by much that goes on outside of it. For example, the authors begin the subject of volunteers by defining three types of volunteers: volunteers from organizations, student or independent volunteers, and government-appointed or statutory volunteers. Volunteers of whatever type can cause anxiety, resistance, and even resentment among regular staff of an institution. Volunteers are not simply "free help," but require administration, training, and oversight - which can distract regular employees from work they consider more important and interesting, and use up departments' resources. The transitional nature of volunteers, their ignorance of institutional and occupational concerns of the regular staff, and their lack of professionalism can cause disruptions and personnel problems in parts of an institution. The authors advise the top administrators, "The intrusive evangelism of student volunteers can be threatening not only to professional supervisors, but to the entire hospital staff as well, from the attendant to the top administrator." While recognizing the problems which may be caused by volunteers, especially younger ones, the authors point out the worth of volunteers to the hospital despite the potential problems they bring. Overall, the different types of volunteers "improve the physical and social environment" of the workplace, "make direct and beneficial contacts with chronic patients," and often "establish true innovations." After discussing the pros and cons of volunteers and providing detailed guidance on how to manage volunteers so as to minimize potential problems, the authors advise the administrator and his or her staff how to regard volunteers. "Both staff and administrator must constantly keep in mind that volunteers are not personally helping them [word in italics in original], but are helping the patients or the community." Along with the technical management and administrative guidance, such counsel is clearly relevant and important in keeping perspective on the matter of volunteers. The treatment of volunteers in a medical institution exemplifies the comprehensive, empathetic, and experienced treatment of all the subjects. Personnel -- whether professional, clerical, service, or volunteer -- is obviously a major concern of any institution and change in it. The structure of an institution is another crucial concern. This is addressed under the heading "decentralization through unitization." In the context of a large public medical facility, decentralization "involves breaking up the institution into semiautonomous units . . . ; each of which is like a small community health center in that it is responsible for serving a specific part of the community." As with the subject of volunteers, the authors treat this subject of the structure of the institution by examining its various sides, discussing related personnel and administrative matters, relating instructive anecdotes from their own experience, and in the end, offering relevant and practical advice and actions whose sense is apparent to the reader by this point. Recognizing that the authors have faced many of the same situations, decisions, pressures, challenges, and aims as they have, top hospital and public-health administrators will no doubt adopt many of the authors' recommendations for managing the process of change. The content of the book as well as its style (which is obviously meant to be helpful, sympathetic, and realistic) offers the reader not only resolutions, but also encouragement. The top hospital administrators and their staffs, who are the main audience for "Dynamics of Institutional Change," will not find a better study and handbook to help them through the changes their institutions are being called upon to undergo to deal with the health concerns and problems of today's society. BRIGHT MOUNTAIN: Reports $1.04 Million Net Loss for First Quarter ----------------------------------------------------------------- Bright Mountain Media, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.04 million on $1.05 million of total revenues for the three months ended March 31, 2018, compared to a net loss of $683,247 on $661,098 of total revenues for the three months ended March 31, 2017. As of March 31, 2018, Bright Mountain had $3.49 million in total assets, $3.27 million in total liabilities and $221,054 in total shareholders' equity. As of March 31, 2018 the Company had a balance of cash of $166,267 and working capital deficit of $340,330 as compared to cash of $140,022 and working capital deficit of $383,192 at Dec. 31, 2017. The increases in cash and reduction in the working capital deficit is a result of funding from the Company's private placement memorandum during the first quarter of 2018, that will continue to provide funding throughout the second quarter. The Company's current assets decreased 6.2% at March 31, 2018 from Dec. 31, 2017 which is mostly reflective of the Company's decrease in watch inventory, with a slight offset for the increase in cash. The Company's current liabilities decreased by 7.1% at March 31, 2018 from Dec. 31, 2017 which primarily reflects a decrease in accounts payable, accrued expenses and premium finance loan payable, offset by a slight increase in our note payables. During the first quarter of 2018 and 2017 the Company's average monthly negative cash flow was approximately $240,000 and $150,000, respectively. "As we continue our efforts to grow our business we expect that our monthly cash operating overhead will continue to increase as we add personnel, although at a lesser rate, and we are not able at this time to quantify the amount of this expected increase," the Company stated in the Quarterly Report. "In the first quarter of 2018 we implemented policies and procedures around cash collections to prevent the aging of accounts receivables that was experienced in 2017. Cash collection efforts have been successful, and we feel that we have appropriately reserved for uncollectible amounts at March 31, 2018. "Our operations do not provide sufficient cash to pay our cash operating expenses. If we are unable to increase our revenues to a level which provides sufficient funds to pay our operating expenses without relying upon loans or equity investments from a related party, as well as to pay our obligations as they become due, our ability to continue to as a going concern is in jeopardy." Net cash flows used in operating activities totaled $720,245 and $445,058 for the three month periods ending March 31, 2018 and 2017, respectively. During the three months ended March 31, 2018, the Company used cash primarily to fund its net loss of $1,044,802 for the period, with an offset for the reduction in inventory purchases and increase in accounts payable for the period offset by a decrease in accounts receivable. Net cash flows used in investing activities totaled $1,023 and $8,035 for the first three months of 2018 and 2017, respectively. This decrease is attributable to less fixed asset purchases in the 2018 period. Net cash flows provided from financing activities totaled $747,513 and $324,758 during the three month periods ending March 31, 2018 and 2017, respectively. During the three months of 2018 the Company raised $705,000 through a the sale of equity securities in a private placement memorandum and $200,000 through the sale of shares of 10% Series E convertible preferred stock to the Company's CEO, and the Company paid cash dividends of $14,763 to Mr. Speyer on shares of preferred stock owned by him and made repayments of $26,191 in insurance premium financing notes. A full-text copy of the Form 10-Q is available for free at: https://is.gd/5SVmBz About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, -- http://www.brightmountainmedia.com/-- owns and manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. Bright Mountain also owns an ad network, Daily Engage Media, which was acquired in September 2017. The Company has placed a particular emphasis on providing quality content on its websites to drive traffic increases. The Company's websites feature timely, proprietary and aggregated content covering current events and a variety of additional subjects targeted to the specific demographics of the individual website. Bright Mountain reported a net loss attributable to common shareholders of $3.01 million on $3.68 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $2.94 million on $1.93 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Bright Mountain had $3.71 million in total assets, $3.37 million in total liabilities and $343,000 in total shareholders' equity. The report from the Company's independent accounting firm Liggett & Webb, P.A., in Boynton Beach, Florida, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company sustained a net loss of $2,994,096 and used cash in operating activities of $1,732,618 for the year ended Dec. 31, 2017. The Company had an accumulated deficit of $11,818,902 at Dec. 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. C & M AIR: Allowed to Use Cash Collateral on Interim Basis ---------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas has entered a second interim order authorizing C & M Air Cooled Engine, Inc., to use cash collateral to pay the Debtor's business expenses in accordance with the Budget. Since 2008, Wells Fargo Commercial Distribution Finance, LLC (WFCDF) has provided floor plan financing to the Debtor with which the Debtor acquired inventory from manufacturers for resale to customers, pursuant to the parties' Inventory Financing Agreement. Under the IFA, the Debtor granted to WFCDF a security interest in all of the Debtor's then owned or after acquired accounts, inventory, equipment, fixtures, other goods, general intangibles, chattel paper, deposit accounts, investment property, documents, and all products and proceeds of the foregoing, which included the goods acquired by the Debtor with WFCDF's purchase money financing to be held as inventory. As of the Petition Date, the amount of the Debtor's indebtedness to WFCDF under the WFCDF Pre-petition Loan Agreements is alleged by WFCDF to be at least $1,292,021.25 in unpaid principal and accrued interest of $11,344.51 as of March 31, 2018. TCF Inventory Finance, Inc. (TCFIF), entered into an Inventory Security Agreement with the Debtor, pursuant to which, the Debtor granted TCFIF a security interest in assets of Debtor in order to secure the obligations of Debtor to TCFIF under the Agreement. TCFIF claims a purchase money security interest in the TCFIF Financed Inventory. As of April 23, 2018, the outstanding obligation owed to TCFIF by Debtor is alleged by TCFIF to be $1,334,784, plus accrued interest. The Debtor's records indicate that Texas First State Bank is a secured creditor with an indebtedness of approximately $2,177,330 and claims a lien on substantially all of the Debtor's assets. As adequate protection for the interests of WFCDF and Texas First State Bank and TCFIF, the Debtor will timely make the following payments: (a) With respect to WFCDF, upon the sale of any WFCDF Financed Inventory or the receipt of proceeds therefrom, the Debtor will segregate and hold in trust for WFCDF the amount of such proceeds equal to the amount financed by WFCDF for the acquisition thereof and accrued interest thereon and, not later than the first business day of each week, remit to WFCDF via wire transfer the WFCDF Payoff Amount for all collections during the preceding week. (b) With respect to TCFIF, upon the pre- or post-petition sale of any inventory financed by TCFIF or the receipt of proceeds from any pre- or post-petition sale of any inventory financed by TCFIF, the Debtor will segregate and hold in trust for TCFIF the amount of such proceeds equal to the amount financed by TCFIF for the acquisition thereof and accrued interest thereon and, not later than the first business day of each week, remit to TCFIF via wire transfer the TCFIF Payoff Amount for all collection during the preceding week. (c) The Debtor will make an adequate protection payment to Texas First Bank in the amount of $15,000. (d) With respect to PNC Equipment Finance, LLC (PNC), upon the pre- or post-petition sale of any "End of Term Equipment" as defined in the Debtor's vendor operating agreement with PNC or the receipt of proceeds from any pre- or post-petition sale of any End of Term Equipment owned by PNC, the Debtor will segregate and hold in trust for PNC the amount of such proceeds equal to PNC's booked residual amount and, not later than the first business day of each week, remit to PNC via wire transfer the PNC Residual Amount for all collection during the preceding week. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/txwb18-60249-67.pdf About C & M Air Cooled C & M Air Cooled Engine, Inc., is a family-owned and operated company that owns a lawn and garden equipment and supplies stores based in Waco, Texas, with locations in Albuquerque, New Mexico; Commerce City, Colorado; and San Antonio, Texas. Founded in 1978, C & M offers outdoor power equipment, parts and service. C & M Air Cooled Engine sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-60249) on April 3, 2018. In the petition signed by Linda Darlyne Mathis, vice-president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Ronald B. King presides over the case. CAPITAL TEAS: Proposes Rasmus Auction of Surplus Assets ------------------------------------------------------- Capital Teas, Inc., asks the U.S. Bankruptcy Court for the District of Maryland to authorize the (ii) sale of surplus store fixtures, supplies, furniture, and equipment; and (ii) the employment of R.L. Rasmus Auctioneers, Inc. to auction said assets. After closing 16 retail stores and rejecting three other leases for stores not yet opened as part of its restructuring, the Debtor operates four retail stores in two states and its wholly owned subsidiary, Capital Teas Virginia, LLC, operates three retail stores in Virginia. It maintains a strong retail web presence and offers a wholesale program whereby its teas are served at some of the finest dining and hospitality venues in the United States. With the surge in tea sales in recent years, the Debtor grew almost 400% measured by the number of stores it operated from 2014 through 2016. However, several retail locations proved to be unprofitable and put a strain on the liquidity and profitability of the Debtor. To protect the inherent value in the business, the Debtor has been proactive in developing strategies to maintain its market position while reassessing its expansion efforts. Consistent with this strategy, the Debtor has rejected leases for nonresidential real property that either the Debtor no longer requires in its ongoing business operations or that present burdensome liabilities. In addition, lagging sales have caused the Debtor to close the following locations where leases were assumed during this bankruptcy case: International Plaza, Tampa, Florida; Towson Town Center; The Mall in Columbia; and Miami International Mall. As a result of the closing of several store locations, the Debtor now holds the Surplus Assets, none of which are necessary to the Debtor's future business operations. The Surplus Assets are currently stored in the Debtor's central distribution warehouse. The Debtor recently met with Rasmus to evaluate the Surplus Assets and, based upon this meeting and Rasmus' recommendations, the Debtor believes that there is value in the Surplus Assets that can be monetized through a sale for the benefit of the estate and all creditors. After reviewing its options, the Debtor has determined that it is in the best interests of its bankruptcy estate to engage Rasmus to sell the Surplus Assets. The Debtor asks authority to execute the Rasmus' Supervised Letter of Agreement. Under the Rasmus Agreement, Rasmus will advertise the online auction both online and through print advertisement, prepare the assets for the online auction, conduct the auction on their website, manage the online bidding, and supervise the exchange with the buyers. The Debtor will grant Rasmus access to its premises to allow Rasmus to prepare for the sale and to give the buyers sufficient time to remove their purchases. Rasmus will conduct the auction and provide the other services in exchange for an amount equal to $3,000 or 30% of the gross sales total generated, whichever is greater, plus a buyer's premium (paid by buyer, not the Debtor) of 15%. The Debtor's first-priority secured creditor is its DIP lender, Willard Umphrey. Mr. Umphrey has a lien against all of the Debtor's assets to secure payment of a DIP loan with a current balance of $650,000. The Surplus Assets constitute Mr. Umphrey's collateral and may also be encumbered by liens of other secured creditors. The Debtor proposes that any such liens will attach to the proceeds of the auction without any change in priority. To the extent necessary, the Debtor asks that Rasmus' expenses be charged against the Surplus Assets under section 506(c) of the Bankruptcy Code. Mr. Umphrey is in favor of selling the Surplus Assets through the Rasmus auction. Since the proceeds from each item to be sold will be known and readily identifiable, it will not be difficult or burdensome for any lien creditor to know what the proceeds of the sale of its collateral are. The Debtor intends for any liens on the Surplus Assets to attach to the proceeds of the sale. It proposes to deposit all net proceeds of the Surplus Assets into its DIP account to be used in accordance with the approved cash collateral budget. Any and all remaining liens, claims, interests, and encumbrances against the Surplus Assets would attach to said proceeds, with the same extent, validity, and priority as otherwise exists. To the extent necessary, the Debtor asks that the Court approve Rasmus' expenses, as otherwise provided for in Rasmus Agreement, as a surcharge against the Surplus Assets and their proceeds under section 506(c) of the Bankruptcy Code, which specifically provides for a surcharge against collateral for the costs of the disposition of such collateral. Finally, the Debtor asks the Court to waive the 14-day stay pursuant to Rule 6004(h) of the Bankruptcy Rules of any final order granting the Motion, and to order that the final relief requested in the Motion be immediately available upon its entry. A copy of the inventory of the Surplus Assets and the Rasmus Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Capital_Teas_279_Sales.pdf Counsel for Creditor: James E. Van Horn, Esq. USB FOCUS FUND XXIX, LLC and USB FOCUS FUND CAPITAL TEAS 2, LLC McGuireWoods, LLP 7 Saint Paul Street, Suite 1000 Baltimore, MD 21202-1671 E-mail: jvanhorn@mcguirewoods.com The Auctioneer: RASMUS AUCTIONS 294 Yoakum Parkway Unite 594 Alexandria, VA 22310 Telephone: (703) 768-9000 Facsimile: (703) 9970-8957 E-mail: kromidak@rasmus.com About Capital Teas Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer offering green, white, black, oolong, rooibos, mate, fruit tisane, and herbal tea products. It first opened its doors in 2007. Peter Martino is chief executive officer of the Company. Capital Teas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017. In the petition signed by CEO Peter Martino, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Robert A. Gordon presides over the case. Lawrence J. Yumkas, Esq., and Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serve as the Debtor's legal counsel. The U.S. Trustee for Region 4 on July 24, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The committee members are: (1) Julie Minnick Bowden of GGP Limited Partnership; (2) Holger Lohs of Haelssen and Lyon NA Corp.; and (3) Silvia Rettore of Dethlefsen & Balk, Inc. The Creditors Committee tapped Michael Best & Friedrich LLP as counsel, and National CRS, LLC as financial advisor. CAPITOL CITY BREWING: Committee Taps Stinson Leonard as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Capitol City Brewing Company, LC, seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire Stinson Leonard Street LLP as its legal counsel. The firm will advise the committee regarding the terms of any sale of assets or bankruptcy plan; represent the committee in negotiations with the Debtor; investigate the Debtor's assets and pre-bankruptcy conduct; and provide other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly rates: Marc Albert Partner $670 Tracey Ohm Of Counsel $375 Joshua Cox Associate $290 Marc Albert, Esq., a partner at Stinson Leonard, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Stinson Leonard can be reached through: Marc E. Albert, Esq. Tracey M. Ohm, Esq. Joshua W. Cox, Esq. 1775 Pennsylvania Ave., N.W., Suite 800 Washington, DC 20006 Tel: (202) 785-9100 Fax: (202) 572-9948 Email: marc.albert@stinson.com Email: tracey.ohm@stinson.com Email: joshua.cox@stinson.com About Capitol City Brewing Company Capitol City Brewing Company, L.C., is a brewpub in Washington, D.C., which offers local brews that represent beer styles from around the world. Capitol City Brewing Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 18-00161) on March 14, 2018. In the petition signed by David Von Storch, president of the Debtor's manager Urban Adventures Companies Inc., the Debtor estimated assets and liabilities of less than $1 million. Judge S. Martin Teel, Jr., presides over the case. The Debtor tapped Goldman & Van Beek, P.C. as its legal counsel. CARRIE ANN MORRIS: $850K Sale of McKinney Properties Approved ------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Carrie Ann Morris' sale of the real properties located at (i) 2901 Provine Road, McKinney, Texas ("Homestead"), and (ii) 2905 Provine Road, McKinney, Texas ("Property") to Paul E. Davis for $850,000. The sale is free and clear of all liens, claims, interests and encumbrances. The Liens will attach to any and all sales Proceeds. The sales proceeds from the sale of the Homestead and the Property will be at closing and disbursed as follows and in the following order: a. Collin County for the pro rata amounts due and owing it for the 2018 ad valorem taxes on both the Homestead and the Property. b. Ocwen for the full amount of its secured lien upon the Property. i. If there are not sufficient funds to pay the indebtedness in full of Ocwen, and/or its assigns or successors in interest, then the sale will not close unless Ocwen, and/or its assigns or successors in interest will provide written approval to accept a lesser sum than the total pay off on the loan. ii. The closing agent is ordered to pay the full claim of Ocwen, and/or its assigns or successors in interest, directly before any funds are paid to the Debtor, trustee, or any other party not having priority over the lien of Ocwen, and/or successors in interest. iii. Ocwen is entitled to reimbursement at closing of the sale of its reasonable attorneys' fees for their services, and Ocwen requests that the order provide for payment of such fees in the amount of $500, which includes one hearing. c. Bayview for the full amount of its secured lien upon the Homestead. i. If there are not sufficient funds to pay the indebtedness in full of Bayview, and/or its assigns or successors in interest, then the sale will not close unless Bayview, and/or its assigns or successors in interest will provide written approval to accept a lesser sum than the total pay off on the loan. ii. The closing agent is ordered to pay the full claim of Bayview, and/or its assigns or successors in interest, directly before any funds are paid to the Debtor, trustee, or any other party not having priority over the lien of Bayview, and/or successors in interest. d. IRS the amount of $310,755 plus interest of 4% from and after the Petition Date to the date of payment in satisfaction of its secured liens upon both the Homestead and the Property, which sum will be FIRST applied to its claims against the Debtor as identified in the IRS proof of claim filed with this Court on Sept. 8, 2017. e. Office of the United States Trustee the sum of $4,875.00. f. DeMarco Mitchell, PLLC, the sum of $10,000, as a post‐petition retainer subject to a final fee application. Any portion of the unused post‐petition retainer will be tendered to the IRS to be applied to satisfy the GM Tax Liens. g. IRS the remainder of any sales proceeds, which remainder will be applied to satisfy the GM Tax Liens. If the sale is not consummated within 90 days from the entry of the order, the Court's authorization expires. The provisions of the Order will be self‐executing. To the extent necessary to consummate the sale or to pay the persons designated by the Order, the stay provisions of Bankruptcy Rule 6004(h) is waived and upon entry of the Order, the Debtor and the Buyer may immediately consummate the sale of the Homestead and the Property, subject to fulfillment of the conditions stated. Carrie Ann Morris sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 17-41879) on Aug. 31, 2017. The Debtor tapped Robert T. DeMarco, Esq., at DeMarco-Mitchell, PLLC, as counsel. CFG PERU: Trustee Allowed to Conduct Rule 2004 Discovery on HSBC ---------------------------------------------------------------- William Brandt, the Court-appointed chapter 11 trustee of CFG Peru, filed a motion for an order authorizing issuance of subpoenas to Hongkong Shanghai Banking Corporation Limited directing production of documents and examination of witnesses and granting related relief. The HSBC-HK opposed the motion. Upon analysis of the arguments presented, Bankruptcy Judge James L. Garrity, Jr. overrules the objection and grants the motion. In support of his motion, the Trustee contends that "over the last two years, HSBC-HK has spearheaded an aggressive campaign to obtain repayment of its loans . . . even at the risk of disrupting the operations of the CF Group and to the possible detriment of CFG Peru and its other creditors and stakeholders." He complains that in addition to demanding and receiving repayment of approximately $102 million of its loans in December 2014, applying ex parte for the appointment of the JPLs in Hong Kong and the Cayman Islands, and foisting the Deed of Undertaking on the Debtors, HSBC-HK may have interfered with the operation of the Peruvian Business by communicating directly with the CF Group's suppliers, customers, working capital providers, and employees. He also says that HSBC-HK, for its own benefit, attempted to acquire the claims of certain creditors of CFGI and Copeinca in order to interfere with the insolvency proceedings then pending against them in Peru. In substance, the Trustee contends that this is a textbook case for granting Rule 2004 discovery. He explains that to date, his understanding of HSBC-HK's actions in regard to the Debtors and the Peruvian OpCos has been based solely on publicly available information. He maintains that if he is permitted to take Rule 2004 discovery of HSBC-HK, he will be able to gain a thorough understanding of HSBC-HK's conduct, including the extent, if any, to which HSBC-HK interfered with the CF Group's relationships with its lenders, suppliers, and trade counterparties, constrained the CF Group's liquidity, and negatively impacted the CF Group's ability to resume normal operations. HSBC-HK maintains that, as a "threshold matter," the Trustee should be denied discovery since HSBC-HK has no relationship, contractual or otherwise, with CFG Peru, that it is not, and never has been, a creditor of CFG Peru, and that it did not file a claim against CFG Peru. The Court finds no merit to that contention. Although the Trustee was appointed only in CFG Peru's chapter 11 case, he filed the Motion in the jointly-administered cases, including those of CFIL, CFGL, Smart Group and N.S. Hong, and can investigate the claims of competing creditors, like HSBC-HK, in those cases. Moreover, and in any event, the scope of Rule 2004 extends beyond the creditors of a debtor. Indeed, "[b]ecause the purpose of the Rule 2004 investigation is to aid in the discovery of assets, any third party who can be shown to have a relationship with the debtor can be made subject to a Rule 2004 investigation." Further, HSBC-HK argues that the Court should deny the motion because the Trustee's pursuit of Rule 2004 discovery at this time is at odds with the Court's mandate that he focus his efforts on maximizing the value of the Peruvian Business for the benefit of all creditors. It also argues that, in any event, the requested discovery is premature since if the Trustee is successful in maximizing the value of the Debtors' interests in the Peruvian OpCos, he may realize enough value to satisfy estate creditors in full and need not pursue litigation against HSBC-HK or any other party. Id. To be sure, part of the Court's rationale in appointing the Trustee for CFG Peru was that he would be "in the best position to evaluate the optimal way to maximize the value of the Peruvian Business and to determine how to realize that value for the benefit of the Debtors' estates and creditors." Trustee Decision at 47-48. The Trustee has fully embraced that challenge and is actively pursuing that goal. In seeking the discovery, the Trustee is acting in furtherance of his obligation to investigate CFG Peru's assets and financial condition. In appointing the Trustee the Court did not in any way limit the Trustee's exercise of his statutory duties. Moreover, there is nothing inconsistent with the Trustee's request to conduct Rule 2004 discovery and this Court's mandate that he maximize the value of the Peruvian Business since the value of claims asserted against the Peruvian OpCos may impact the Trustee's assessment of how best to realize that goal. Nor is there good reason to stay discovery until after the Trustee has resolved the many issues related to the operations of the Peruvian Business and how to best maximize the value of that business for the benefit of CFG Peru's estate and its creditors. HSBC-HK also contends that the motion must be denied because the discovery "topics" listed in the motion that the Trustee intends to focus on are objectionable because: (1) they are vague and/or overbroad; (2) they seek information from HSBC-HK that could and should be more easily obtained directly from the Debtors; (3) they seek information that is in the possession of other parties, including parties such as the JPLs for whom HSBC-HK does not act or speak; (4) they seek information that is likely to be privileged or subject to restrictions on disclosure from the laws of other jurisdictions; (5) the Trustee has not demonstrated the necessity of any of the information he requests; (6) the costs of compliance would far outweigh the benefit to the Trustee's mandate; and (7) certain topics have no conceivable relevance whatsoever to these proceedings. The Court disagrees. The topics listed in the Motion are neither vague nor overbroad and while some of the information that the Trustee is seeking may be obtained directly from the Debtors, that does not bar the discovery request. The Trustee, therefore, is authorized to conduct Rule 2004 discovery of HSBC-HK with respect to the matters set forth in the motion. The bankruptcy case is in re: CFG PERU INVESTMENTS PTE. LTD. (SINGAPORE), Chapter 11, Debtor, 16-11914 (JLG)(Bankr. S.D.N.Y.). A full-text copy of the Court's Memorandum Decision and Order dated April 26, 2018 is available at https://bit.ly/2GzKFiP from Leagle.com. CFG Peru Investments Pte. Limited, Debtor, represented by Matthew Scott Barr -- matt.barr@weil.com -- Weil, Gotshal & Manges LLP. William J. Brandt, Jr., Trustee, represented by Christopher R. Donoho, III -- chris.donoho@hoganlovells.com -- Hogan Lovells LLP, Jay M. Goffman -- jay.goffman@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP, Jordan Harap -- jordanharap@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, Lisa Laukitis -- lisa.laukitis@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP & James C. Tecce -- jamestecce@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP. William A. Brandt Jr., Trustee, represented by Lisa Laukitis, Skadden, Arps, Slate, Meagher & Flom LLP & James C. Tecce, Quinn Emanuel Urquhart & Sullivan, LLP. United States Trustee, U.S. Trustee, represented by Susan D. Golden, Office of United States Trustee & Richard C. Morrissey, Office of the U.S. Trustee. About CFG Peru Investments Pte. Limited (Singapore) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The cases are assigned to Judge James L. Garrity Jr. At the time of the filing, China Fishery Group estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaced Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP as conflict counsel; Goldin Associates, LLC, as financial advisor; and RSR Consulting LLC as restructuring consultant. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel; and Epiq Bankruptcy Solutions, LLC, as notice and claims agent. CHATEAU VILLABOIS: Case Summary & 7 Unsecured Creditors ------------------------------------------------------- Debtor: Chateau Villabois, LLC 16869 SW 65th Ave. #303 Lake Oswego, OR 97035 Business Description: Chateau Villabois, LLC owns a real property located at Phase I Property 11572 SW Toulouse St. Wilsonville OR 97070 valued by the company at $1.5 million. Chapter 11 Petition Date: May 23, 2018 Case No.: 18-31827 Court: United States Bankruptcy Court District of Oregon Judge: Hon. David W Hercher Debtor's Counsel: Ted A. Troutman, Esq. TROUTMAN LAW FIRM, P.C. 5075 SW Griffith Dr., Ste 220 Beaverton, OR 97005 Tel: (503) 292-6788 Email: tedtroutman@gmail.com tedtroutman@sbcglobal.net Total Assets: $1.50 million Total Liabilities: $1.79 million The petition was signed by John Patrick Lucas, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/orb18-31827.pdf CNX RESOURCES: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 17, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by CNX Resources Corporation to BB- from B+. CNX Resources Corporation, an independent oil and natural gas company, explores for, develops, and produces natural gas in the Appalachian Basin. The company was incorporated in 1991 and is headquartered in Canonsburg, Pennsylvania. COMMUNITY HEALTH: Extends Early Tender Deadline of Exhange Offers ----------------------------------------------------------------- Community Health Systems, Inc.'s wholly owned subsidiary, CHS/Community Health Systems, Inc., has amended certain terms of its previously commenced offers to exchange (i) up to $1,925 million aggregate principal amount of its new 9.875% Junior-Priority Secured Notes due 2023 in exchange for any and all of its $1,925 million aggregate principal amount of outstanding 8.000% Senior Unsecured Notes due 2019, (ii) up to $1,200 million aggregate principal amount of its new 8.125% Junior-Priority Secured Notes due 2024 in exchange for any and all of its $1,200 million aggregate principal amount of outstanding 7.125% Senior Unsecured Notes due 2020 and (iii) to the extent that less than all of the outstanding 2019 Notes and 2020 Notes are tendered in the Exchange Offers, up to an aggregate principal amount of 2024 Notes equal to, when taken together with the New Notes issued in exchange for the validly tendered and accepted 2019 Notes and 2020 Notes, $3,125 million, in exchange for its outstanding 6.875% Senior Unsecured Notes due 2022. The amendment to the Exchange Offers extends the "Early Tender Deadline" for each Exchange Offer. Other than as described herein, all other terms, conditions and applicable dates of the Exchange Offers remain unchanged. The deadline for tendering Old Notes in order to receive the total consideration of (i) $1,000 principal amount of 2023 Notes per $1,000 principal amount of 2019 Notes tendered and accepted for exchange, (ii) $1,000 principal amount of 2024 Notes per $1,000 principal amount of 2020 Notes tendered and accepted for exchange and (iii) $750 principal amount of 2024 Notes per $1,000 principal amount of 2022 Notes tendered and accepted for exchange has been extended from 5:00 p.m., New York City time, on May 17, 2018 to 5:00 p.m., New York City time, on May 22, 2018. The Issuer was advised by the exchange agent for the Exchange Offers that, as of 5:00 p.m., New York City time, on May 17, 2018, a sufficient aggregate principal amount of Old Notes was validly tendered (and not validly withdrawn) in the Exchange Offers such that, assuming satisfaction of the conditions to the Exchange Offers, including the Minimum Tender Amount Condition, $3,125 million aggregate principal amount of New Notes would be issued upon consummation of the Exchange Offers. The Exchange Offers remain subject to the conditions set forth in the Offering Memorandum, dated May 4, 2018 and related Letter of Transmittal, dated May 4, 2018, including the condition that at least 90% of the outstanding aggregate principal amount of the 2019 Notes are tendered in the Exchange Offers. As of 5:00 p.m., New York City time, on May 17, 2018, the Minimum Tender Amount Condition has not been satisfied. The Issuer reserves the right, subject to applicable law, to terminate, withdraw or amend each Exchange Offer at any time and from time to time, as described in the Offering Memorandum. The tender withdrawal deadline has passed. Accordingly, tenders of Old Notes may no longer be withdrawn. Each series of New Notes will be guaranteed by the Company and certain of its existing and future domestic subsidiaries that guarantee the Issuer's outstanding senior secured credit facilities, ABL facility and senior notes. In addition, each series of New Notes and related guarantees will be secured by (i) second-priority liens on the collateral that secures on a first-priority basis the Issuer’s outstanding senior secured credit facilities (subject to certain exceptions) and existing secured notes and (ii) third-priority liens on the collateral that secures on a first-priority basis the Issuer's outstanding ABL facility, in each case subject to permitted liens described in the Offering Memorandum. The New Notes have not been registered under the Securities Act of 1933, as amended or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers are being made, and each series of New Notes are being offered and issued only (i) in the United States to holders of Old Notes who the Issuer reasonably believes are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to holders of Old Notes who are (A) persons other than U.S. persons, within the meaning of Regulation S under the Securities Act, and (B) "non-U.S. qualified offerees" (as defined in the Offering Memorandum). The complete terms and conditions of the Exchange Offers are set forth in the Offering Memorandum and related Letter of Transmittal. Copies of the Offering Memorandum and Letter of Transmittal may be obtained from Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers, at (866) 470-3800 (toll free) or (212) 430-3774 (collect). 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. Community Health reported 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 March 31, 2018, Community Health had $17.31 billion in total assets, $17.48 billion in total liabilities, $523 million in redeemable non-controlling interests in equity of consolidated subsidiaries and a total stockholders' deficit of $701 million. * * * As reported by the TCR on May 11, 2018, S&P Global Ratings lowered its corporate credit rating on Brentwood, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC-' from 'CCC+' and placed the rating on CreditWatch with negative implications. The CreditWatch negative status reflects the possible distressed exchange of the unsecured notes due in 2022. The TCR also reported on May 10, 2018, that Fitch Ratings downgraded Community Health Systems, Inc.'s (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. CONCORDIA INTERNATIONAL: Files Info. Circular on Recapitalization ----------------------------------------------------------------- Concordia International Corp. publicly posted and commenced the distribution of its information circular for the meetings of holders of certain secured debt of Concordia and holders of certain unsecured debt of Concordia and for the annual and special meeting of shareholders of Concordia. The Company announced on May 2, 2018 a proposed transaction to realign its capital structure to be implemented pursuant to a plan of arrangement under the Canada Business Corporations Act ("CBCA"). As of May 17, 2018, the Recapitalization Transaction is supported by debtholders holding in aggregate approximately 77% of the Company's affected secured debt and approximately 64% of the Company's affected unsecured debt. On May 2, 2018, the Company also announced the granting of an interim order by the Ontario Superior Court of Justice in the Company's previously announced CBCA proceedings, which Interim Order authorizes, among other things, the holding and conduct of the Meetings in respect of the CBCA Plan and the distribution of the Circular and related forms of proxies and applicable election forms to the Secured Debtholders, Unsecured Debtholders and shareholders of Concordia. The Recapitalization Transaction Announcement, the Interim Order and certain other key materials relating to the Recapitalization Transaction are available on the Company's website and/or on the Company's SEDAR and EDGAR profiles. The Meetings are scheduled to be held on June 19, 2018 at the offices of Goodmans LLP at 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7. The meeting of the Secured Debtholders is scheduled to begin at 10:00 a.m. (Toronto time), the meeting of Unsecured Debtholders is scheduled to begin at 10:30 a.m. (Toronto time) and the Shareholders' Meeting is scheduled to begin at 11:00 a.m. (Toronto time). Pursuant to the Interim Order, the record date for the Meetings was 5:00 p.m. (Toronto time) on May 9, 2018. At the Debtholders' Meetings, the applicable debtholders will be asked to consider and approve the CBCA Plan, and such other matters as may be properly brought before such Debtholders’ Meetings. At the Shareholders' Meeting, shareholders will be asked to consider and approve the CBCA Plan, as well as certain other matters set out in the Circular relating to the Recapitalization Transaction and relating to Concordia's annual meeting of shareholders, and such other matters as may be properly brought before such Shareholders' Meeting. Debtholders of the Company are reminded that the early consent date for voting in favour of the CBCA Plan in order to be eligible to receive certain early consent consideration, as set out in further detail in the Interim Order, the Circular and the CBCA Plan, is 5:00 p.m. (Toronto time) on June 6, 2018. Further information on the Recapitalization Transaction and the Meetings was set out in the Recapitalization Transaction Announcement and is described in detail in the Circular. The Circular contains, among other things: a copy of the proposed CBCA Plan; a copy of the opinion issued by MPA Morrison Park Advisors Inc. to Concordia's Board of Directors in respect of the Recapitalization Transaction; information regarding procedures for voting on the CBCA Plan, eligibility for early consent consideration and elections in respect of the new secured debt to be issued to certain debtholders pursuant to the terms of the Recapitalization Transaction; a description of certain governance arrangements which will be implemented by Concordia upon implementation of the Recapitalization Transaction; other background and material information regarding the Recapitalization Transaction, including, without limitation, information relating to the permanent waiver to be sought with respect to all defaults resulting from the commencement of the CBCA Proceedings, and third party change of control provisions that may be triggered by the implementation of the Recapitalization Transaction; and information relating to the annual meeting of shareholders. The Circular and the other items in the Meeting Packages, as applicable, will also be available as follows: * on Concordia's website at www.concordiarx.com; * under Concordia's SEDAR profile at www.sedar.com and EDGAR profile at www.sec.gov/edgar.shtml; and/or * through Kingsdale Advisors by calling toll free at 1-866-581- 0506 or 416-867-2272, by email at corpaction@kingsdaleadvisors.com or on Kingsdale Advisors' website at http://www.kingsdaleadvisors.com/concordiadocuments.html Any questions or requests for further information regarding voting at the Meetings, eligibility for early consent consideration or the applicable elections in respect of the types and currency of new secured debt to be issued pursuant to the Recapitalization Transaction should be directed to Kingsdale Advisors per the contact information set out above. The Company's legal advisors in connection with the Recapitalization Transaction are Goodmans LLP and Skadden, Arps, Slate, Meagher & Flom LLP and its financial advisor is Perella Weinberg Partners LP. The legal advisors to the initial consenting Secured Debtholders in connection with the Recapitalization Transaction are Osler, Hoskin & Harcourt LLP and White & Case LLP and their financial advisor is Houlihan Lokey Capital, Inc. The legal advisors to the initial consenting Unsecured Debtholders in connection with the Recapitalization Transaction are Bennett Jones LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ashurst LLP and their financial advisor is Greenhill & Co., LLC. A full-text copy of the Management Information Circular is available for free at https://is.gd/gjYuaf Alternative Implementation Process The Recapitalization Transaction is being implemented pursuant to the CBCA Plan. In order to be in the best position to advance the Recapitalization Transaction pursuant to insolvency proceedings under Chapter 11 of the United States Bankruptcy Code, if applicable, Concordia is soliciting votes in respect of the CBCA Plan contemporaneously with soliciting votes in respect of a Chapter 11 Process. Concordia intends to complete and implement the CBCA Plan pursuant to the CBCA Proceedings. Contemporaneous solicitation of votes in respect of a Chapter 11 Process ensures that the Company has the future ability to also complete the Recapitalization Transaction under such an alternative implementation process if the Company elects to do so in the future, subject to certain conditions and consent requirements as provided for in the support agreement entered into by Concordia and certain supporting Secured Debtholders and Unsecured Debthlders as of May 1, 2018. In addition, in accordance with the terms of the Interim Order, a vote cast in favour of the CBCA Plan at the Meetings may also be counted in favour of implementing a plan of arrangement on substantially similar terms in any insolvency proceedings under the Companies' Creditors Arrangement Act (Canada) that may be commenced by the Company, subject to the terms of the Support Agreement and the Interim Order. About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As at Dec. 31, 2017, Concordia had US$2.32 billion in total assets, US$4.23 billion in total liabilities and a total shareholders' deficit of US$1.91 billion. * * * The TCR reported on May 10, 2018, that Moody's Investors Service placed Concordia International Corp.'s ("Concordia") Ca Corporate Family Rating and Ca-PD/LD Probability of Default Rating under review for upgrade. As reported by the TCR on Oct. 19, 2017, S&P Global Ratings lowered its corporate credit rating on specialty pharmaceutical company Concordia International Corp. to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." CONCORDIA INTERNATIONAL: June 19 Secured Debtholders' Meeting Set ----------------------------------------------------------------- Concordia International Corp. ("Concordia" or the "Company"), an international specialty pharmaceutical company focused on becoming a leader in European specialty, off-patent medicines, on May 17 publicly posted and commenced the distribution of its information circular (the "Circular") for the meetings (the "Debtholders' Meetings") of holders of certain secured debt of Concordia (the "Secured Debtholders") and holders of certain unsecured debt of Concordia (the "Unsecured Debtholders") and for the annual and special meeting of shareholders of Concordia (the "Shareholders' Meeting", and collectively with the Debtholders' Meetings, the "Meetings"). The Company announced on May 2, 2018 (the "Recapitalization Transaction Announcement") a proposed transaction to realign its capital structure (the "Recapitalization Transaction") to be implemented pursuant to a plan of arrangement (the "CBCA Plan") under the Canada Business Corporations Act ("CBCA"). As of the date hereof, the Recapitalization Transaction is supported by debtholders holding in aggregate approximately 77% of the Company's affected secured debt and approximately 64% of the Company's affected unsecured debt. On May 2, 2018, the Company also announced the granting of an interim order (the "Interim Order") by the Ontario Superior Court of Justice in the Company's previously announced CBCA proceedings (the "CBCA Proceedings"), which Interim Order authorizes, among other things, the holding and conduct of the Meetings in respect of the CBCA Plan and the distribution of the Circular and related forms of proxies and applicable election forms (collectively, the "Meeting Packages") to the Secured Debtholders, Unsecured Debtholders and shareholders of Concordia. The Recapitalization Transaction Announcement, the Interim Order and certain other key materials relating to the Recapitalization Transaction are available on the Company's website and/or on the Company's SEDAR and EDGAR profiles. The Meetings are scheduled to be held on June 19, 2018 at the offices of Goodmans LLP at 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7. The meeting of the Secured Debtholders is scheduled to begin at 10:00 a.m. (Toronto time), the meeting of Unsecured Debtholders is scheduled to begin at 10:30 a.m. (Toronto time) and the Shareholders' Meeting is scheduled to begin at 11:00 a.m. (Toronto time). Pursuant to the Interim Order, the record date for the Meetings was 5:00 p.m. (Toronto time) on May 9, 2018. At the Debtholders' Meetings, the applicable debtholders will be asked to consider and approve the CBCA Plan, and such other matters as may be properly brought before such Debtholders' Meetings. At the Shareholders' Meeting, shareholders will be asked to consider and approve the CBCA Plan, as well as certain other matters set out in the Circular relating to the Recapitalization Transaction and relating to Concordia's annual meeting of shareholders, and such other matters as may be properly brought before such Shareholders' Meeting. Debtholders of the Company are reminded that the early consent date for voting in favour of the CBCA Plan in order to be eligible to receive certain early consent consideration, as set out in further detail in the Interim Order, the Circular and the CBCA Plan, is 5:00 p.m. (Toronto time) on June 6, 2018. Further information on the Recapitalization Transaction and the Meetings was set out in the Recapitalization Transaction Announcement and is described in detail in the Circular. The Circular contains, among other things: a copy of the proposed CBCA Plan; a copy of the opinion issued by MPA Morrison Park Advisors Inc. to Concordia's Board of Directors in respect of the Recapitalization Transaction; information regarding procedures for voting on the CBCA Plan, eligibility for early consent consideration and elections in respect of the new secured debt to be issued to certain debtholders pursuant to the terms of the Recapitalization Transaction; a description of certain governance arrangements which will be implemented by Concordia upon implementation of the Recapitalization Transaction; other background and material information regarding the Recapitalization Transaction, including, without limitation, information relating to the permanent waiver to be sought with respect to all defaults resulting from the commencement of the CBCA Proceedings, and third party change of control provisions that may be triggered by the implementation of the Recapitalization Transaction; and information relating to the annual meeting of shareholders. The Circular and the other items in the Meeting Packages, as applicable, will also be available as follows: -- on Concordia's website at www.concordiarx.com; -- under Concordia's SEDAR profile at www.sedar.com and EDGAR profile at www.sec.gov/edgar.shtml; and/or -- through Kingsdale Advisors by calling toll free at 1-866-581-0506 or 416-867-2272, by email at corpaction@kingsdaleadvisors.com or on Kingsdale Advisors' website at http://www.kingsdaleadvisors.com/concordiadocuments.html Any questions or requests for further information regarding voting at the Meetings, eligibility for early consent consideration or the applicable elections in respect of the types and currency of new secured debt to be issued pursuant to the Recapitalization Transaction should be directed to Kingsdale Advisors per the contact information set out above. The Company's legal advisors in connection with the Recapitalization Transaction are Goodmans LLP and Skadden, Arps, Slate, Meagher & Flom LLP and its financial advisor is Perella Weinberg Partners LP. The legal advisors to the initial consenting Secured Debtholders in connection with the Recapitalization Transaction are Osler, Hoskin & Harcourt LLP and White & Case LLP and their financial advisor is Houlihan Lokey Capital, Inc. The legal advisors to the initial consenting Unsecured Debtholders in connection with the Recapitalization Transaction are Bennett Jones LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ashurst LLP and their financial advisor is Greenhill & Co., LLC. This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent an exemption from registration under the Securities Act of 1933. Alternative Implementation Process The Recapitalization Transaction is being implemented pursuant to the CBCA Plan. In order to be in the best position to advance the Recapitalization Transaction pursuant to insolvency proceedings under Chapter 11 of the United States Bankruptcy Code (a "Chapter 11 Process"), if applicable, Concordia is soliciting votes in respect of the CBCA Plan contemporaneously with soliciting votes in respect of a Chapter 11 Process. Concordia intends to complete and implement the CBCA Plan pursuant to the CBCA Proceedings. Contemporaneous solicitation of votes in respect of a Chapter 11 Process ensures that the Company has the future ability to also complete the Recapitalization Transaction under such an alternative implementation process if the Company elects to do so in the future, subject to certain conditions and consent requirements as provided for in the support agreement entered into by Concordia and certain supporting Secured Debtholders and Unsecured Debthlders as of May 1, 2018 (the "Support Agreement"). In addition, in accordance with the terms of the Interim Order, a vote cast in favour of the CBCA Plan at the Meetings may also be counted in favour of implementing a plan of arrangement on substantially similar terms in any insolvency proceedings under the Companies' Creditors Arrangement Act (Canada) that may be commenced by the Company, subject to the terms of the Support Agreement and the Interim Order. About Concordia Based in Ontario, Canada, Concordia (NASDAQ: CXRX) (TSX: CXR) -- http://www.concordiarx.com/-- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As at Dec. 31, 2017, Concordia had US$2.32 billion in total assets, US$4.23 billion in total liabilities and a total shareholders' deficit of US$1.91 billion. * * * In October 2017, Moody's Investors Service downgraded the Corporate Family Rating of Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family Rating reflects its very high financial leverage, ongoing operating headwinds, and imminent risk of a debt restructuring. Moody's estimates adjusted debt/EBITDA will exceed 9.0x over the next 12 months as earnings decline on a year over year basis." Also in October 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." CONTINENTAL RESOURCES: Egan-Jones Hikes Unsec. Debt Ratings to BB ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 16, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Continental Resources, Inc. to BB from BB+. Continental Resources, Inc. explores for, develops, and produces crude oil and natural gas properties in the north, south, and east regions of the United States. The company was founded in 1967 and is based in Oklahoma City, Oklahoma. COSMEDERM BIOSCIENCE: Court Appoints Heritage to Auction IP Assets ------------------------------------------------------------------ Heritage Global Patents & Trademarks has been appointed by the US Bankruptcy Court to auction the Intellectual Property of Cosmederm Bioscience Inc. The Intellectual Property consists of Cosmederm's worldwide Skin Care patent and trademark portfolio. The portfolio will be sold as one auction lot to the highest bidder, subject to Bankruptcy Court confirmation. Cosmederm Bioscience was a specialty pharmaceutical company that manufactured and marketed pharmaceuticals in the cosmeceutical and OTC drug categories. During its corporate existence it offered topical dermatological skin creams and products under the Cosmederm and Refinity brand names. The company was founded in 1999 and based in San Diego, CA and was a subsidiary of Evofem, Inc. Cosmeceuticals are considered a hybrid of cosmetics and pharmaceuticals and are skin care products containing biologically active compounds thought to have a pharmaceutical effect on the skin. Ross Dove, CEO of Heritage Global stated, "The huge global demand for natural skin care products is evidence that consumers are seeking skin care products without synthetic chemicals and the Cosmederm Bioscience patents and trademarks should help provide entry into that global marketplace." "This is an exceptional opportunity to add to existing Cosmeceutical patent portfolios or to jump-start entry into this sector. The buyer of this portfolio will be bypassing the time and money required for R&D, as well as the time and money required for the patent process itself," added Doug Berman, Director of Heritage Global Patents & Trademarks. The Cosmederm Bioscience Patent Portfolio Auction Info is available at https://is.gd/fLBGwU The Cosmederm Bioscience Patent Portfolio Report is available at https://is.gd/MSYg6N About Heritage Global Inc. Heritage Global Inc. (OTCQB:HGBL)(CSE:HGP) -- http://www.heritageglobalinc.com-- is a value-driven, innovative leader in corporate and financial asset liquidation transactions, valuations and advisory services. Heritage Global focuses on identifying, valuing, acquiring and monetizing underlying tangible and intangible assets in twenty-eight global manufacturing and technology sectors. Heritage Global acts as an adviser, as well as a principal, acquiring or brokering turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios, intellectual property, and entire business enterprises. About Heritage Global Patents & Trademarks Heritage Global Patents & Trademarks is the Intellectual Property Division of Heritage Global Inc. It's "APEX" – "Affordable Patent Exchange" is a platform for corporations to monetize: Patents no longer part of strategic corporate objectives; Patents which have never been commercialized and for which there are no plans to do so; Orphan Patents acquired in mergers and acquisitions that are non-core and not needed; and Unwanted patents representing ongoing cost but whose market value declines with every year of non-use. CUMULUS MEDIA: Taps E&Y as Valuation and Accounting Advisor ----------------------------------------------------------- Cumulus Media Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Ernst & Young LLP as its valuation and accounting advisor. The firm will provide the company's management with preliminary calculations of value for certain identified tangible and intangible assets of the company and its affiliates, and for the business enterprise of their radio station group and Westwood One reporting units. Ernst & Young will also provide accounting services in connection with the Debtors' Chapter 11 cases. The firm will charge these hourly rates: Principal/Partner $650 Executive Director $590 Senior Manager $530 Manager $425 Senior $325 Staff $200 Ernst & Young estimates that its fees will not exceed $700,000. Malcomb Coley, a partner at Ernst & Young, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Ernst & Young can be reached through: Malcomb Coley Ernst & Young LLP 100 North Tryon Street, Suite 3800 Charlotte, NC 28202 Phone: 704 372 6300 About Cumulus Media Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across-the-nation platform generates content distributable through both broadcast and digital platforms. Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. In the petition signed by Richard Denning, senior vice president and general counsel, the Debtors estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Dec. 11, 2017. The Committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel, and Moelis & Company LLC as its financial advisor. DAVID DUEHN: Proposes $170K Sale of Personal Property ----------------------------------------------------- David James and Sherri Lynn Duehn ask the U.S. Bankruptcy Court for the District of Minnesota to authorize their sale of personal property, consisting of the following: (a) 2010 John Deere 48x22 Planter Row Command with Tracks to Brady Stamer/Hector Farms for $145,000; and (b) 1998 Peterbilt 379 Semi to Scott Peterson Trucking, LLC for $25,000. A hearing on the Motion is set for May 24, 2018 at 1:30 p.m. Due to the expedited nature of the Motion, the Debtors will not object to any response to the Motion filed and served prior to the hearing. The Debtors are the current record owners or co-owners of the Assets and the Assets are property of the bankruptcy estate. The Debtor asks expedited relief because a sale as soon as possible will result in the most favorable recovery for the estate. It is critical to sell the personal property as soon as possible in order to provide ample time for potential buyers to use the property in 2018 and such sale will likely generate the greatest activity and best prices for the secured creditors of the estate. The Debtors have received the offers for the personal property. The Debtors believe that the corn planter is subject to the lease/security interest of Alerus Financial and also the security interest of Security Bank. Funds will be disbursed to Alerus Financial to pay off the lease and buyout. The remainder of the funds will be distributed to Security Bank. The Debtors ask authority to sell the personal property free and clear of all such security interests. The liens of the holders of such security interests and leases will retain their priority, and to the same extent as enjoyed by the secured creditors prior to the Petition Date. The proceeds from the sale of the Peterbilt will be retained by the Debtors for the benefit of unsecured creditors and the estate as there is no perfected lien on the Peterbilt. The Creditor: ALERUS FINANCIAL P.O. Box 6001 Grand Forks, ND 58206-6001 David James Duehn and Sherri Lynn Duehn sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-40466) on Feb. 21, 2018. The Debtors tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brut, as counsel. DAVID DUEHN: Proposes $316K Sale of Personal Property ----------------------------------------------------- David James and Sherri Lynn Duehn ask the U.S. Bankruptcy Court for the District of Minnesota to authorize their sale of personal property, consisting of the following: (a) 2012 Wilrich Field Cultivator to Craig King for $35,000; (b) Roller to Paul Strong for $33,000; (c) J&M Seed Tender to Paul Strong for $27,000; (d) 2001 Peterbuilt to Bill Messner/Gibbon Auto Sales for $32,000; (e) 2014 Riteway JH8190 90' Jumbo Harrow to Shawn Streich for $37,000; (f) 2004 Kenworth W900L to Rod Farms for $40,000; (g) Rock Picker to Mitch Ronhovde for $12,500; (h) Backhoe to Brent Veurink for $28,500; (i) 2004 Peterbuilt to Monte Archer for $35,000; (j) 2004 Mack Truck to John Elfmann for $10,000; and (k) 2004 Mack Truck, to Leroy Scotting/Scotting Trucking for $26,000. A hearing on the Motion is set for May 24, 2018 at 1:30 p.m. Due to the expedited nature of the Motion, the Debtors will not object to any response to the Motion filed and served prior to the hearing. The Debtors are the current record owners or co-owners of the Assets and the Assets are property of the bankruptcy estate. The Debtors ask expedited relief because a sale as soon as possible will result in the most favorable recovery for the estate. It is critical to sell the personal property as soon as possible in order to provide ample time for potential buyers to use the property in 2018 and such sale will likely generate the greatest activity and best prices for the secured creditors of the estate. The Debtors have received the offers for the personal property. They believe the equipment may be subject to various security interests, including a blanket security interest asserted by Security Bank. The motor vehicles are free and clear of security interests with the exception of the 2001 Peterbuilt, which is secured by Security Bank. They ask authority to sell the personal property free and clear of all such security interests. The liens of the holders of such security interests will continue in the proceeds of such sale in the same dignity, priority, and extent as enjoyed by the secured creditors prior to the Petition Date. The proceeds of the liquidation of the Assets will be distributed, after the payment of the costs and expenses of sale, to the holders of secured claims against such Assets, if any, in accord with applicable non-bankruptcy law, with the balance retained by the Debtors for the benefit of unsecured creditors. The farm equipment to be sold is fully secured and the sales proceeds will be paid to Security Bank. Farm Credit Services has a purchase money lien on the 2014 Riteway JH8190 90' Jumbo Harrow. David James Duehn and Sherri Lynn Duehn sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-40466) on Feb. 21, 2018. The Debtors tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brut, as counsel. DOMINICA LLC: Endeavor Capital Objects to Disclosure Statement -------------------------------------------------------------- Endeavor Capital North LLC objects to the Third Amended Disclosure Statement explaining the Third Amended Plan of Reorganization proposed by Evangeline Martin for Dominica, LLC, complaining that it fails to property address the debt to Eversource and, as a result, the treatment of Eversource as an impaired class is inappropriate. According to Endeavor, holder of note secured by a first mortgage on a real property located at 20 Sutton Street, in Mattapan, Massachusetts, the only charge that is appropriately a charge to the bankruptcy estate is the public meter charge of $63.29. The Plan Proponent, a certified nursing assistant, purchased the Debtor's property in 2001 for $305,000. The Plan seeks to restructure the Endeavor secured debt to a modified Till interest rate. Further, the Plan Proponent obtained full time employment in which she is earning approximately $2,000 per week and the Debtor has rented the vacant unit and the Plan Proponent will pay rent to the Debtor and further make voluntary monetary contributions. Class 3 (General Unsecured Claims) are impaired under the Plan. Each holder of an Allowed Class 3 Claim will receive no less than 80% of its allowed claim to be paid 30 days from the Effective Date. A redlined version of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-13461-153.pdf A redlined version of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-13461-144.pdf Endeavor is represented by: Rosemary Traini, Esq. 404 South Huntington Avenue Boston, MA 02130 Tel: (781) 461-8300 Email: rtraini@rtrainilaw.com -- and -- Jeffery Johnson, Esq. 67 School Street P.O. Box 960 Hyannis, MA 02601 Tel: (508) 790-5776 Email: jeff@jefferyjohnsonesq.com About Dominica LLC Dominica LLC owns and manages the three family house known and numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts. Dominica LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13461) on Sept. 8, 2016. In the petition signed by Evangeline Martin, manager, the Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. Michael Van Dam, Esq., at Van Dam Law LLP, is the Debtor's bankruptcy counsel. DOUBLE Y FARMS: Seeks Additional 60 Days to File Chapter 11 Plan ---------------------------------------------------------------- Double Y Farms, Inc., requests the U.S. Bankruptcy Court for the Northern District of Mississippi that it be granted an additional 60 days of exclusivity within which to file its Plan and Disclosure Statement, and a concomitant extension of time within which to obtain Plan Confirmation. The Debtor is required to file its Disclosure Statement and Plan of Reorganization on or before May 18, 2018. The Debtor and its counsel have diligently attempted to gather the information necessary to complete these documents and file them in a timely manner. However, because of the extent of the information involved, they have not been able to do so. The Debtor and its related entities have only begun planning 2018 crops and while some preliminary work has been done on formulating plans of reorganization and disclosure statements, the Debtor and its related entities have not made the decision as to: (a) which entities will remain in Chapter 11, (b) whether the entities will be consolidated (administratively or substantively), and (c) exactly what terms and conditions the plans will provide. In addition, various creditors have sought, and continue to seek, extensive discovery of and from the Debtor and its accountant, which has consumed considerable blocks of time and, according to some of the creditors seeking the information, it is not yet been produced in its entirety. About Double Y Farms Double Y Farms, Inc., is a privately-owned company in Duncan, Mississippi, that operates in the farming industry. Double Y Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 18-10168) on Jan. 18, 2018. In the petition signed by Richard Young, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. DPW HOLDINGS: Incurs $6.1 Million Net Loss in First Quarter ----------------------------------------------------------- DPW Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $6.09 million on $5.19 million of total revenue for the three months ended March 31, 2018, compared to a net loss of $994,000 on $1.62 million of total revenue for the three months ended March 31, 2017. As of March 31, 2018, DPW Holdings had $38.49 million in total assets, $16.66 million in total liabilities and $21.83 million in total stockholders' equity. As of March 31, 2018, the Company had cash and cash equivalents of $630,000 an accumulated deficit of $29,471,000 and a negative working capital of $4,790,000. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During 2018, the Company continued to successfully obtain additional equity and debt financing and in restructuring existing debt. "The Company expects to continue to incur losses for the foreseeable future and needs to raise additional capital to continue its business development initiatives and to support its working capital requirements. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX Ltd. ("MTIX") to manufacture, install and service the Multiplex Laser Surface Enhancement ("MLSE") plasma-laser system. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. Management believes that the Company has access to capital resources through potential public or private issuance of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/ivFsmR DPW Holdings hosted a webinar on May 21, 2018 to discuss the contents of a presentation prepared by the Company. The Corporate Presentation discussed developments in the Company's business during its fiscal quarter ended March 31, 2018 as well as an outlook for fiscal year 2018 and is a available for free at: https://is.gd/5ktPsT About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- is a diverse holding company with a growth strategy of acquiring undervalued assets, disruptive technologies, sustainable solutions and impactful ventures for incubation and development to reach their full potential for long-term growth and returns for investors. The Company invests in diverse industries within the commercial, defense/aerospace, industrial, telecom, medical, crypto-mining, hospitality, textile, and investment/corporate lending markets. DPW Holdings incurred a net loss of $10.89 million in 2017 following a net loss of $1.12 million in 2016. As of Dec. 31, 2017, DPW Holdings had $30.51 million in total assets, $11.72 million in total liabilities and $18.79 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating 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. EARTH PRIDE: Adds Secured Claim of Hurst Produce to Amended Plan ---------------------------------------------------------------- Earth Pride Organics, LLC, and Lancaster Fine Foods, Inc., filed with the U.S. Bankruptcy Court for the District of Pennsylvania their second amended disclosure statement to accompany their second amended plan of reorganization dated April 27, 2018. The latest plan adds the allowed secured claim of Hurst Produce Inc. in Class 5. The allowed claims are secured by a Paca lien on all the assets of the Debtors pursuant to Federal Law. The total claim of Hurst Produce Inc. is $12,951.50 with the lien amount being $6,065.50 of this amount. The Paca lien amount will be paid in full at closing with the rest of the allowed claim being treated as an unsecured creditor under Class 9. The plan also modified the treatment of the allowed unsecured claims. Class 7 unsecured creditors against EPO will receive a payment equal to 15% percent of their allowed claim payable out over a five-year period. The first payment will be $100,000 payable on the Confirmation Date, with the remainder in six months. All other payments will be made twice a year, with an accelerated payment of the last $141,000 to be made in 2021, instead of 2022, cash flow permitting. In addition to these payments, a 10% enhancement/kicker will be added starting 2020. This cash flow enhancement/kicker is based on consolidated cumulative projected cash flow at the end of the referenced periods compared to the budget and whether it exceeds the baseline cash flow projection. Joint Creditors of Classes 7 and 8 will receive one single satisfaction for their claim. Class 8 unsecured creditors against LFF will receive a payment equal to 15% percent of their allowed claim payable out over a five-year period. The first payment will be $100,000 payable on the Confirmation Date with the remainder in six months. All other payments will be made twice a year, with an accelerated payment of the last $141,000 to be made in 2021, instead of 2022, cash flow permitting. In addition to these payments, 10% percent enhancement/kicker will be added starting 2020. This cash flow enhancement/kicker is based on consolidated cumulative projected cash flow at the end of the referenced periods compared to the budget and whether it exceeds the baseline cash flow projection. Joint Creditors of Classes 7 and 8 will receive one single satisfaction for their claim. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb17-13816-393.pdf A full-text copy of the Second Amended Plan is available at: http://bankrupt.com/misc/paeb17-13816-392.pdf About Earth Pride Organics LLC Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a family owned holding company that includes American Specialty Foods, Lancaster Fine Foods, EPX Trucking and C.O. Nolt's Bakery Supply. Headquartered in Lancaster, Pennsylvania, each EPO subsidiary shares the commonality of specialty food and creates a vertically integrated organization. Lancaster Fine Foods, Inc. -- http://www.lancasterfinefoods.com-- manufactures and sells food, offering barbecue sauces, mustards, salsas, marinades, hot sauces, chutneys, cheese spreads, and other common condiments. Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May 31, 2017, each estimating assets and liabilities between $1 million and $10 million. The petitions were signed by Michael S. Thompson, their managing member. Judge Eric L. Frank presides over the bankruptcy cases. Paul Brinton Mashchmeyer, Esq., at MaschmeyerKaralis P.C., serves as the Debtors' bankruptcy counsel. ECS REFINING: Trustee Wants to Use SummitBridge Cash Collateral --------------------------------------------------------------- W. Donald Gieseke, the duly-appointed and acting Chapter 11 Trustee in the ECS Refining, Inc. case, asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the emergency use of the cash collateral SummitBridge National Investments V LLC effective immediately, through May 23, 2018. On May 8, 2018, the Court entered an order appointing the Trustee. The Trustee has been informed by the Office of the United States Trustee and by the primary secured, SummitBridge, which allegedly holds a blanket lien on the ECS' personal property, that a payroll is due on May 9, 2017. SummitBridge has informed the Trustee that it was willing to stipulate to the emergency use of Cash Collateral in return for a replacement lien on post-petition assets and limited adequate protection order. The Trustee requests the Court to grant SummitBridge a replacement lien on any and all post-petition assets of ECS of the same kind and character and to the same extent, validity and priority as SummitBridge's pre-petition liens to the extent of any decrease in the value of the secured interests of SummitBridge which may result from the Trustee's use of cash collateral. In addition, the Trustee requests that SummitBridge be granted an allowed super priority administrative claim pursuant to Section 507(b) of the Bankruptcy Code. The Trustee further requests that the SummitBridge's liens continue in the proceeds and profits of the pre-petition collateral pursuant to section 552(b) of the Bankruptcy Code. ‘ Contingent on receiving a replacement lien, SummitBridge has consented to the Trustee's immediate and emergency use of cash collateral to pay: (a) The payroll due on May 9, 2018 anticipated to be in the approximate amount of $600,000; (b) Any payroll taxes and other costs of the Payroll; (c) Such other emergency obligations that in the discretion of the Trustee are necessary to avoid irreparable harm to the Estate through May 23, 2018 in an anticipated amount of $200,000; and which obligations are in the ordinary course of the Debtor's business; and (d) Such additional amounts above the above estimated amounts with the consent of SummitBridge. ECS has informed the Trustee that it has approximately $327,102 in a DIP/Trustee post-petition Wells Fargo account, and $444,487 in a Bank of Stockton account non DIP/Trustee pre-petition account. As such, the Trustee seeks authorization to transfer all ECS' funds in the prepetition Bank of Stockton Account to the post-petition DIP/Trustee Wells Account. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/caeb18-22453-100.pdf About ECS Refining Inc. ECS Refining, Inc. -- https://www.ecsrefining.com/ -- offers a full suite of IT asset management and disposition solutions. It provides national brand protection solutions for environmental services, IT asset management, data protection and end-of-life electronic recycling services. ECS was founded in 1980 by Jim and Ken Taggart as a processor of post-manufacturing scrap and residues for OEMs in the Silicon Valley. As the electronics industry enjoyed rapid growth and manufacturing operations were outsourced to other parts of the world, ECS adapted by shifting its focus to processing post-consumer electronics. The company has locations in Rogers, Arizona; Santa Clara, California; Santa Fe Springs, California; Stockton, California; Columbus, Ohio; Medford, Oregon; Portland, Oregon; and Mesquite, Texas. ECS Refining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22453) on April 24, 2018. In the petition signed by Jack Rockwood, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert S. Bardwil presides over the case. The Debtor tapped Snell & Wilmer LLP as its legal counsel; Ringstad & Sanders LLP as special counsel; and MCA Financial Group, Ltd. as its financial advisor. EL PINO: Unsecured Creditors to Get $36,000 Under Chapter 11 Plan ----------------------------------------------------------------- El Pino Trucking, Inc., filed with the U.S. Bankruptcy Court for the Western District of Arkansas a combined disclosure statement and plan of reorganization proposing to pay $3,000 per month to all valid unsecured claims on a pro-rata basis. The Debtor is a trucking company which was attempting to run six trucks full-time. Because three of the Debtor's drivers were disqualified, the Debtor needed to reduce the number of trucks in the debtor's fleet from 6 to 3. The reduction of the fleet reduces over $5,000 per month in expenses. Because the Debtor was essentially only running three trucks, the revenues remain consistent post-filing. The length of the Plan will be five years ending on or about July 31, 2023. The Debtors have unsecured debt as reflected in schedule F of their bankruptcy schedules in the amount of $47,292. Beginning in the 49th month of the plan period, the debtor will pay $3,000 per month to all valid unsecured claims on a pro-rata basis resulting in a distribution to this class of $36,000. Any remaining balance owed at the end of the 5 year plan period will be discharged. The Debtor is surrendering three Trucks and reducing the amount of Trucks in the business from 6 to 3. With the restructuring, the Debtor should have sufficient funds to pay the claims. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/arwb18-70932-50.pdf El Pino Trucking, Inc., filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 18-70932) on April 6, 2018, and is represented by Donald A. Brady, Esq., at Brady & Conner, PLLC. ELEMENTS BEHAVIORAL HEALTH: Case Summary & 30 Top Unsec. Creditors ------------------------------------------------------------------ Affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- EBH Topco, LLC (Lead Case) 18-11212 5000 Airport Plaza Drive, Suite 100 Long Beach, CA 90815 Elements Behavioral Health, Inc. 18-11214 EBH Holding Company, Inc. 18-11215 EBH Big Rock, Inc. 18-11216 SoCal Rehab and Recovery, Inc. 18-11217 The Sexual Recovery Institute, Inc. 18-11218 Westside Sober Living Centers, Inc. 18-11220 Ehrman Subsidiary Corp. 18-11221 PROMAL2, Inc. 18-11223 PROMAL4, Inc. 18-11224 SBAR2, Inc. 18-11225 Promises Residential Treatment Center VI, Inc. 18-11226 Assurance Toxicology Services, LLC 18-11227 Elements Screening Services, Inc. 18-11228 TRS Behavioral Care, Inc. 18-11229 Spirit Lodge, LLC and EBH Topco, LLC 18-11230 San Cristobal Treatment Center, LLC 18-11231 EBH Acquisition Subsidiary, Inc. 18-11234 EBH Services of Florida, Inc. 18-11235 Outpatient Services FL, Inc. 18-11236 Elements Medical Group of Arizona, Inc. 18-11237 EBH Northeast Services, Inc. 18-11238 Intensive Outpatient Services PA, Inc. 18-11239 Elements Medical Group of Mississippi, Inc. 18-11240 Wrightsville Services, LLC 18-11241 Southeast Behavioral Health Services, Inc. 18-11242 NE Sober Living, Inc. 18-11243 Elements Medical Group of Utah, Inc. 18-11244 Northeast Behavioral Services, Inc. 18-11245 The Ranch on the Piney River, Inc. 18-11246 EBH Southwest Services, Inc. 18-11247 Outpatient Services TN, Inc. 18-11248 Business Description: Long Beach, California-based EBH Topco, LLC along with its subsidiaries are providers of behavioral health services and residential drug and alcohol addiction treatment. The Debtors offer a wide range of clinical programs tailored to the individual needs of their patients, including detoxification, residential treatment, intensive outpatient, and continuing treatment programs. The Debtors currently operate 13 treatment centers across eight states, with 772 beds and 22 outpatient locations, drawing patients from all 50 states and 29 countries internationally. Visit https://www.elementsbehavioralhealth.com for more information. Chapter 11 Petition Date: May 23, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' Counsel: Christopher A. Ward, Esq. Shanti M. Katona, Esq. Stephen J. Astringer, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: cward@polsinelli.com skatona@polsinelli.com sastringer@polsinelli.com - and - Jeremy R. Johnson, Esq. POLSINELLI PC 600 3rd Avenue, 42nd Floor New York, New York 10016 Tel: (212) 684-0199 Fax: (212) 684-0197 Email: jeremy.johnson@polsinelli.com Debtors' Restructuring Advisor: ALVAREZ & MARSAL LLC Debtors' Investment Banker: HOULIHAN LOKEY CAPITAL, INC. Debtors' Notice, Claims & Balloting Agent and Administrative Advisor: DONLIN, RECANO & COMPANY, INC. Re: EBH Topco, LLC P.O. Box 199043 Blythebourne Station Brooklyn, NY 11219 Toll Free Tel: (866) 416-0554 International Toll: (212) 771-1128 Email: ebhinfo@donlinrecano.com Web site: https://www.donlinrecano.com/Clients/ebh/Index Estimated Assets: $50 million to $100 million Estimated Liabilities: $100 million to $500 million The petition was signed by Martin McGahan, chief restructuring officer. A full-text copy of EBH Topco's petition is available for free at: http://bankrupt.com/misc/deb18-11212.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ George Joseph Legal Settlement $2,500,000 2526 Bellmeade Street Houston, TX 77019 United States Tel: 713-819-2255 Email: ceo@georgejoseph.com Robin Barnett Unsecured Notes $2,337,353 1 Seagarden Drive Linwood, NJ 08221 United States Tel: 608-513-5972 Email: rmbarn@aol.com Randi Massey - Alvarado Unsecured Notes $2,337,353 301 Forest Drive Linwood, NJ 08221 United States Tel: 609-432-6615 Email: randik100@aol.com Goodwin Procter LLP Trade Payable $2,045,000 100 Northern Ave Boston,MA 02210 United States Mark J. Abate Tel: 617-570-1000 Tel: 617-523-1231 Email: mabate@goodwinlaw.com KPMG LLP Trade Payable $1,324,479 345 Park Avenue New York, NY 10154-0102 United States Tel: 212-758-9700 Fax: 212-758-9819 WBL Management, LLC Legal Settlement $650,000 7373 Broadway, Suite 300 San Antonio, TX 78209 United States Tel: 210-271-1700 Fax: 210-271-1740 Email: dnavarro@hfgtx.com Wpromote, LLC Trade Payable $556,511 2100 E Grand Ave First Floor El Segundo, CA 90245 United States Michael Stone Tel: 310-421-4844 Email: mstone@wpromote.com Alvarado & Barnett, LLC Trade Payable $266,551 301 Forest Drive Linwood, NJ 08221 United States Randi Massey - Alvarado and Robin Barnett Tel: 609-432-6615 608-513-5972 Email: randik100@aol.com rmbarn@aol.com Baker & Hostetler LLP Trade Payable $246,001 Email: hshaw@bakerlaw.com Texican Inc. Trade Payable $173,016 Email: info@wbac.com Microsoft Online Inc. (Bing Ads) Trade Payable $135,967 Allscripts LLC Trade Payable $134,946 Email: danielle.protexter@allscripts.com Quantum Analytics Trade Payable $116,914 Reliastar Life Insurance Company Trade Payable $114,866 Staples Advantage Trade Payable $106,368 Email: support@orders.staples.com Steel House Inc. Trade Payable $105,718 Email: steelhouse@shiftcomm.com RR Donnelley Trade Payable $102,206 Bachman's Roofing Building & Trade Payable $100,396 Remodeling Inc. Google Inc. Trade Payable $100,192 Wilson Elser Moskowitz Trade Payable $96,586 Edelman & Dicker Email: larry.lum@wilsonelser.com Agilent Technologies Inc. Trade Payable $94,024 Butler Snow LLP Trade Payable $86,183 Email: don.clark@butlersnow.com BDO Seidman, LLP Trade Payable $76,369 Linkedin Corporation Trade Payable $76,139 Email: support@linkedin.com Pershing Yoakley & Associates, P.C. Trade Payable $71,153 Coresource Inc. Trade Payabel $63,948 Med Metrix LLC Trade Payable $63,889 Insight Direct USA, LLC Trade Payable $59,079 Leucadia National Trade Payable $58,392 Corporation (Jefferies LLC) Macias Gini & O'Connell LLP Trade Payable $51,948 ELEMENTS BEHAVIORAL HEALTH: Files for Chapter 11 to Facilitate Sale ------------------------------------------------------------------- Elements Behavioral Health, a family of behavioral health programs located throughout the United States, on May 23 disclosed that it will execute an asset purchase agreement (the "Purchase Agreement") with a group of its First Lien Lenders ("Lenders"). To facilitate the sale, the Company has initiated proceedings under chapter 11 of the United States Bankruptcy Code in the District of Delaware ("Court"). All Elements Behavioral Health programs continue to provide its innovative and comprehensive programs and patient services. "Our commitment to bringing life-changing treatments to our patients and their families is unwavering and we hope that through this process we can leverage new resources and build a strong financial foundation, so that we can continue to help people reclaim their lives from addiction and mental health issues," said Dr. David Sack, Chief Medical Officer and Interim Chief Executive Officer of Elements Behavioral Health. "Treatment centers remain open and the company will continue to serve existing and new patients. As we move forward with our restructuring, we expect operations to continue as normal across our facilities, and we are committed to supporting our employees and maintaining our relationships with our business partners and vendors. We look forward to better positioning the Company for long-term success and profitability." Business will continue uninterrupted, and operations will be supported by debtor-in-possession (DIP) financing provided by the Company's Lenders. The Company anticipates the transaction will move swiftly with the sale approval occurring within 4-6 weeks of the bankruptcy filing and closing to occur thereafter, subject to certain regulatory approvals. Court filings as well as other information related to the Elements Behavioral Health chapter 11 sale are available at www.donlinrecano.com/ebh or by calling information center toll free at 1-866-416-0554, or international toll at 1-212-771-1128, or submit an inquiry via e-mail to ebhinfo@donlinrecano.com. The Company is represented by its legal advisor Polsinelli PC and its financial advisor Alvarez & Marsal. About Elements Behavioral Health Elements Behavioral Health -- http://www.elementsbehavioralhealth.com/-- is a family of behavioral health programs located throughout the United States. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. ENDURO RESOURCE: Trust Announces Cash Distribution to Unitholders ----------------------------------------------------------------- Enduro Royalty Trust (the "Trust") on May 18 announced a cash distribution to the holders of its units of beneficial interest of $0.034256 per unit, payable on June 14, 2018 to unitholders of record on May 31, 2018. The distribution primarily represents oil production during the month of February 2018 and natural gas production during January 2018. Oil cash receipts for the properties underlying the Trust totaled $3.2 million for the current month, a decrease of $0.4 million from the prior month distribution period as a result of a reduction in sales volumes compared to the prior month. The reduction in sales volumes was primarily attributable to three fewer days of production in February compared to January. Natural gas cash receipts decreased slightly from $1.1 million in the prior distribution period to $1.0 million in the current month due to a decrease in natural gas volumes, driven by payment timing differences, partially offset by an increase in the realized natural gas price. Total direct operating expenses, including lease operating expenses, production and ad valorem taxes, and gathering and transportation expenses, were $2.6 million, an increase of $0.3 million from the prior month. The increase in direct operating expenses is primarily due to lower than normal lease operating expenses in the prior distribution period. Capital expenditures were $0.1 million in the current month. Also included in the current month distribution is a reduction of approximately $53,000 from the net profits attributable to the underlying properties due to the inclusion in prior period distribution calculations of certain expenses and revenue that related to properties sold as part of the divestitures completed in September 2017. As a result of the sale of these properties, the net amounts previously paid to the Trust have been adjusted in the current distribution period. Bankruptcy of Enduro Resource Partners Enduro Resource Partners, the sponsor of the Trust, has informed The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee") of the Trust, that on May 15, 2018 Enduro Resource Partners and certain of its affiliates filed voluntary petitions for a court-supervised proceeding under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Court"). Enduro Resource Partners has also informed the Trustee that it has entered into a stalking horse purchase agreement with Evolution Petroleum Corporation ("Evolution") relating to the sale of the properties in which the Trust holds a net profits interest and all of the outstanding trust units owned by Enduro Resource Partners. The stalking horse purchase agreement and sale contemplated by the purchase agreement are subject to higher and better bids and Court approval. The Trust has not filed a Chapter 11 petition and expects to continue in the normal course without disruption to the unitholders. About Enduro Royalty Trust Enduro Royalty Trust (NYSE: NDRO) --http://www.enduroroyaltytrust.com/-- is a Delaware statutory trust formed by Enduro Resource Partners to own a net profits interest representing the right to receive 80% of the net profits from the sale of oil and natural gas production from certain of Enduro Resource Partners' properties in the states of Texas, Louisiana and New Mexico. ENSEQUENCE INC: June 25 Plan Confirmation Hearing ------------------------------------------------- On May 15, 2018 the U.S. Bankruptcy Court for the District of Delaware entered an order, among other things: (i) approving the Disclosure Statement explaining Ensequence, Inc.'s joint plan of reorganization; (ii) approving certain related notice procedures and other procedures for solicitation and tabulation of votes to accept or reject the Plan; and (iii) scheduling a hearing for confirmation of the Plan. The hearing to confirm the Plan will be held on June 25, 2018 at 2:00 p.m. prevailing Eastern Time. Objections to confirmation must be filed no later than June 18, 2018. Prior to the Disclosure Statement hearing, the Debtor amended the disclosure statement explaining its Plan to provide, among other things, that the Prepetition Lender proposes that Michael Wyse will serve as the Distribution Trustee. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/deb18-10182-190.pdf About Ensequence Ensequence, Inc., is a privately owned Delaware corporation engaged in the business of making advertisements on television more interactive and measurable. The Company was formed in 2001 as a provider of tools for building interactive television applications for television networks, advertisers and distributors of network television. During the period from 2013 to the present, the Company expanded its focus to include manufacturers of "smart televisions." Throughout its history, the Company has partnered with national cable networks (e.g., MTV, NBC, ESPN, CNN, HBO, etc.), traditional distributors (e.g., Comcast, Time Warner Cable, DIRECTV, etc.), and television manufacturers (e.g., Samsung, LG, Sony, etc.). One year ago, the Company had approximately 50 employees, but as of the Petition Date, the Debtor has five full-time employees executing its strategic plan. Ensequence, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10182) on Jan. 30, 2018. In the petition signed by CRO Michael Wyse, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kevin Gross. The Debtor tapped Christopher A. Ward, Esq., of Polsinelli PC, as its bankruptcy counsel; Outside General Counsel Services, P.C., as its general corporate counsel; Wyse Advisors LLC as its restructuring advisor; and Omni Consulting Management as its notice, claims, balloting agent and administrative advisor. The prepetition lender is represented by McDermott Will & Emery. The Office of the U.S. Trustee on Feb. 12, 2018, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. EP ENERGY: Prices Offering of 7.750% Senior Secured Notes Due 2026 ------------------------------------------------------------------ EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation, and its wholly-owned subsidiary, Everest Acquisition Finance Inc., as co-issuer, announced the pricing of the unregistered offering of $1,000.0 million aggregate principal amount of 7.750% Senior Secured Notes due 2026 at an issue price of 100%. The liens on the collateral securing the Notes will be junior to the liens on the collateral securing EP Energy's senior secured RBL facility and senior to the liens on the collateral securing each tranche of EP Energy's existing senior secured notes. The offering is expected to close on May 23, 2018, subject to certain closing conditions. The Issuers intend to use the proceeds from the offering of the Notes (i) to repay amounts outstanding under EP Energy's senior reserve based revolving credit facility, (ii) for other general corporate purposes and (iii) to pay related fees and expenses. The Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended, only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com/-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. EP Energy LLC incurred a net loss of $203 million for the year ended Dec. 31, 2017, compared to a net loss of $21 million for the year ended Dec. 31, 2016. As of March 31, 2018, EP Energy had $4.98 billion in total assets, $4.57 billion in total current and non-current liabilities and $405 million in member's equity. * * * In January 2018, S&P Global Ratings raised its corporate credit rating on Houston-based exploration and production (E&P) company EP Energy LLC to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade reflects the announcement that EP has completed exchanges of its unsecured debt, which we considered to be distressed, for 1.5-lien secured debt due 2024. The rating incorporates the new capital structure, which reflects the minimal reduction of the company's debt as a result of the exchanges," S&P said. EP Energy LLC carries a 'Caal' Corporate Family Rating from Moody's Investors Service. ESPLANADE HL: To Liquidate Assets Following Sale of Properties -------------------------------------------------------------- Esplanade HL, LLC; 2380 Esplanade Drive, LLC; 9501 W. 144th Place, LLC; 171 W. Belvidere Road, LLC; and Big Rock Ranch, LLC; filed a joint Chapter 11 plan of reorganization that will liquidate EHL, 2380 Esplanade, 9501, and Belvidere, as substantially all of the assets of these entities were sold following the Petition Date. Except to the extent that a Holder of an Allowed Claim in Classes 3A-3E (General Unsecured Claims) agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Classes 3A-3E, each Holder will be paid its Allowed Claim in full, without interest, after Holders of Allowed Class 1A-1E Claims and Allowed Classes 2A-2E Claims are satisfied pursuant to the terms of the Plan. The General Unsecured Claims asserted are as follows: Debtor Amount Asserted ------ --------------- EHL (Class 3A) $110,500.00 Esplanade (Class 3B) $11,513.13 9501 (Class 3C) $21,568.28 Belvidere (Class 3D) $5,378.00 Big Rock (Class 3 E) $0.00 The sale of the EHL Property to VEREIT Acquisitions, LLC, closed on June 23, 2017, generating gross sale proceeds in the amount of $6,264,000. The sale of the Belvidere Property closed on August 7, 2017, generating gross sale proceeds in the amount of $1,440,000. The sale of the 2380 Property generated $1,900,000. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-33008-298.pdf About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC, each filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct. 17, 2016. The cases are jointly administered under Case No. 16-33008. The petitions were signed by William Vander Velde III, their sole member and manager. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. Judge Carol A. Doyle is the case judge. The Debtors' attorneys are Harold D. Israel, Esq., and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. A&G Realty Partners, LLC, has been engaged as the Debtors' real estate advisors. FIRSTCASH INC: S&P Alters Outlook to Positive & Affirms 'BB' ICR ---------------------------------------------------------------- S&P Global Ratings said it revised its outlook on FirstCash, Inc. to positive from stable. S&P also affirmed its 'BB' issuer credit rating and 'BB' unsecured debt ratings. The recovery rating on the debt remains '3', reflecting our expectation of meaningful recovery (50%-70% range, rounded estimate: 55%) in a simulated default scenario. S&P said, "In our view, FirstCash is now a leading pawn operator with a track-record of stable leverage and earnings. In 2018, we expect the combined entity will generate revenues of approximately $1.7 billion, with an adjusted EBITDA margin of close to 20%. In addition, we forecast a combined pro forma adjusted gross debt-to-EBITDA (leverage) ratio of 1.8x at year-end 2018, and we expect it to remain relatively stable at 1.5x-1.8x. Given the company's cash-flow growth and the minimal maintenance capital expenditure requirements, we expect the company will generate more than enough earnings to meet capital expenditure requirements, dividends, and share repurchase targets as communicated by management. "The positive outlook reflects our expectation that, over the next 12 months, FirstCash's debt to EBITDA will remain between 1.5x-2.0x while the adjusted EBITDA margin will remain stable at close to 21%. We expect FirstCash to deploy the majority of its cash flows to fund further expansion opportunities and share repurchases, as opposed to reducing leverage. "We could lower the rating if large debt-funded initiatives, weaker-than-expected market conditions, or adverse regulatory changes result in deteriorating credit measures. Specifically, we could lower the rating if we expect debt to EBITDA to remain above 2.0x on a persistent basis because of lower-than-expected profitability or a greater-than-expected impact from foreign-currency fluctuations. We could also lower the rating if operational issues or the business mix were to put pressure on adjusted EBITDA margins, pushing them closer to 15%. "We may consider raising the rating if the company improves operating efficiency by lowering costs as a result of the merger and stabilizing EBITDA margins over the next 12 months while growing pawn-related revenues. We could also raise the rating if FirstCash is able to reduce its leverage sustainably to closer to 1.5x as measured by debt to adjusted EBITDA." FIRSTLIGHT FIBER: Moody's Assigns B3 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating (CFR) and a B3-PD probability of default rating (PDR) to Flight Bidco Inc. (Flight Bidco). Flight Bidco is a newly formed entity owned by Antin Infrastructure Partners (Antin) to acquire OHCP Northeastern Fiber Buyer, Inc. (OHCP). OHCP is the parent company of TVC Albany Inc., doing business as FirstLight Fiber (FirstLight). Moody's has also assigned a B2 (LGD3) rating to the Flight Bidco's proposed senior secured first lien credit facility, comprised of a $375 million seven-year term loan B and a $55 million five-year revolver (undrawn at close), and a Caa2 (LGD6) rating to the proposed $90 million senior secured second lien term loan. In addition to the debt, Antin and management will contribute new and rolled equity to finance the purchase. The ratings outlook for Flight Bidco is stable. The existing debt at OHCP's subsidiary, TVC Albany, Inc., will be repaid and its ratings withdrawn at deal closing, which is anticipated to be around September 2018. At the close of the proposed transaction, Flight Bidco will be merged with and into OHCP. The ratings assigned to Flight Bidco reflect Moody's view of the end state capital structure of FirstLight following transaction close. Assignments: Issuer: Flight Bidco Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 $375mm Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) $55mm Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) $90mm Gtd Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD6) Outlook Actions: Issuer: Flight Bidco Inc. Outlook, Assigned Stable RATINGS RATIONALE FirstLight's B3 CFR is supported by a solid recurring revenue model, low churn, and the potential for solid organic growth due to the strong demand characteristics of the fiber infrastructure market. Demand for bandwidth is expected to continue to increase from both carrier and enterprise customers, fueled partly by an increase in cloud computing which should drive data revenue. The company benefits from sizable on-net enterprise revenue, revenue diversity with data center connectivity and colocation, and a growing fiber-to-the-tower (FTTT) business. As a leading fiber communications provider within its target markets, FirstLight has carved out a defensible niche in mainly second and third tier markets with its fiber-based communication services. The company effectively competes for and mainly serves the needs of large enterprise and carrier customers, with a smaller focus currently on medium and small enterprise customers underserved by cable and ILEC (incumbent local exchange carrier) peers. The rating also reflects FirstLight's small scale, high leverage, weak free cash flow, and execution and integration risks associated with recent acquisitions. This creates operational risk which could lead to elevated churn, potential slowing in revenue growth, and delays in achieving merger synergies given the difficult task of executing a multi-company integration. Free cash flow trajectory, which is expected to be negative in 2018 before inflecting in 2019, could be further pressured by any missteps. FirstLight's approximate 70% outright ownership of its metro and long haul fiber network, with the remainder comprised largely of various long-term indefeasible rights of use, contributes to slightly increased leverage tolerance for the rating relative to peers. Moody's expects that FirstLight will maintain adequate liquidity over the first 12 months following transaction close despite slightly negative free cash flow. The company will have a $55 million revolver which Moody's expects will be utilized at less than 30% of capacity. The first lien facilities will be subject to a maximum total net leverage covenant to be set at a 35% cushion upon transaction close, springing when 35% or greater of revolving loans are drawn. Moody's believes FirstLight will have sufficient cushion on the financial covenant for the first 12 months following transaction close. FirstLight owns valuable fiber assets but these are mainly encumbered by the bank facilities. The stable outlook reflects Moody's view that FirstLight will continue to grow revenue and EBITDA, resulting in leverage trending below 6x (Moody's adjusted) by early 2020. The B3 rating could be upgraded if leverage is sustained below 4.5x (Moody's adjusted) and free cash flow to debt is in the 5% to 10% range. The rating could be downgraded if liquidity deteriorates, if free cash flow weakens or if leverage is not on track to fall below 6x (Moody's adjusted) by early 2020. FISHERMAN'S PIER: Competing Plans Filed --------------------------------------- Spiro Marchelos, 50% stockholder and president of debtor Fisherman's Pier, Inc., and Soneet Kapila, Chapter 11 trustee, on one hand, and J.J. Rissell, Allentown PA, Trust, the remaining 50% equity interest holder of the Debtor, on the other hand, filed competing Chapter 11 plans of reorganization and accompanying disclosure statement for the Debtor. The Trustee-proposed Plan provides for the payment in full, in cash, to holders of Class 3 General Unsecured Trade Creditors. These individual general unsecured creditors will be paid as follows: -- Everett Sorensen will be paid $10,000 per month for 61 months -- Amilcar J. Adao will be paid $7,500 per month for 37 months -- Zenaida Cohen will get 42% of the non-voting common stock of the reorganized Debtor and $13,000 monthly payment for 198 months Under the stockholder-proposed Plan, Class 3 General Unsecured Creditors will be paid in full, in cash. Mr. Sorensen will be paid the sum of $50,100 over 60 months, which amount will accrue at the rate of 4.0% from the Effective Date. Mr. Adao will be paid $75,000 in monthly payments. The reorganized Debtor will make the minimum payment of $50,000 to Ms. Cohen with the balance to be paid in equal monthly payments of $12,603 per month for 300 months. Spiro Marchelos is represented by: Thomas R. Lehman, P.A., Esq. Robin J. Rubens, Esq. LEVINE KELLOGG LEHMAN SCHNEIDER & GROSSMAN LLP 201 South Biscayne Blvd., 22nd Floor Miami, FL 33131-4301 Tel: 305.403.8788 Fax: 305.403.8789 Email: trl@lklsg.com rjr@lklsg.com The JJ Rissell Trust is represented by: John A. Moffa, Esq. Stephen C. Breuer, Esq. MOFFA & BREUER, PLLC 1776 N. Pine Island Rd., #102 Plantation, FL 33322 A full-text copy of the Trustee-proposed Plan is available at: http://bankrupt.com/misc/flsb17-22819-288.pdf A full-text copy of the stockholder-proposed Plan is available at: http://bankrupt.com/misc/flsb17-22819-301.pdf About Fisherman's Pier Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale, Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. In the petition signed by Martha Marchelos, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Raymond B. Ray presides over the case. John A. Moffa, Esq., at Moffa & Breuer, PLLC, serves as the Debtor's bankruptcy counsel. On Dec. 15, 2017, the Court entered an order approving the selection of Soneet R. Kapila, as the Chapter 11 Trustee. The Trustee retained Rice Pugatch Robinson Storfer & Cohen, PLLC, as counsel. No official committee of unsecured creditors was appointed in the case. FLORENCE HOSPITAL: Blue Wolf Not Entitled to Administrative Claim ----------------------------------------------------------------- Blue Wolf Capital Fund III, L.P., filed Proof of Claim 76-1 March 24, 2015, which was subsequently deemed an application for payment of an administrative expense claim. Debtor Florence Hospital at Anthem, LLC objected to the claim. An evidentiary hearing was conducted on Sept. 27-28, 2017, at which time the parties presented evidence and oral argument. Based on the pleadings, the testimony offered, the exhibits entered into evidence, and the entire record before the Court, Chief Bankruptcy Judge Brenda Moody Whinery sustains the Debtor's objection and denies Blue Wolf's application for allowance of its Administrative Claim. The issue before the Court is whether Blue Wolf is entitled to an administrative claim against the Debtor under the tort theories of fraudulent or negligent misrepresentation related to the Blue Wolf sale process. Under Arizona law, which incorporates the Second Restatement of Torts, the elements of negligent misrepresentation are: (1) the defendant provided false information in a business transaction; (2) the defendant intended for the plaintiff to rely on the incorrect information or knew that it reasonably would rely; (3) the defendant failed to exercise reasonable care in obtaining or communicating the information; (4) the plaintiff justifiably relied on the incorrect information; and (5) resulting damage. The elements of the torts of negligent misrepresentation and fraudulent misrepresentation are substantially similar. Fraudulent misrepresentation, however, requires that all nine elements of fraud must be proven by clear and convincing evidence, a stricter standard than the preponderance of the evidence standard. The Court finds and concludes that Blue Wolf has failed to establish at least four elements of fraud, including 1) the falsity of the representation; 2) the speaker's knowledge of its falsity; 3) intent and 4) consequent and proximate injury. Based upon factual and legal analysis, and in consideration of the totality of the evidence presented, the Court finds and concludes that Blue Wolf has failed to establish the elements necessary for a determination of liability under the tort theories of negligent or fraudulent misrepresentation. Accordingly, Blue Wolf is not entitled to an administrative expense claim against the Debtor. The bankruptcy case is in re: FLORENCE HOSPITAL AT ANTHEM, LLC, Chapter 11 Proceedings, Debtor, Case No. 4:13-bk-03201-BMW (Bankr. D. Ariz.). A full-text copy of the Court's Ruling and Order dated April 26, 2018 is available at https://bit.ly/2wX0XTu from Leagle.com. FLORENCE HOSPITAL AT ANTHEM, LLC, Debtor, represented by ANTHONY W. AUSTIN -- aaustin@fclaw.com -- FENNEMORE CRAIG, NANCY J. MARCH -- nmarch@fclaw.com -- FENNEMORE CRAIG, P.C. & GERALD L. SHELLEY -- gshelley@fclaw.com -- FENNEMORE CRAIG, P.C. David Gottlieb, Creditor Trustee of GH USC Trust, David Gottlieb, GH USC Trustee, Trustee, represented by Daren R. Brinkman, BRINKMAN PORTILLO RONK, APC & LAURA J. PORTILLO, BRINKMAN PORTILLO RONK, APC. David Gottlieb, Trustee, represented by THOMAS J. SALERNO -- thomas.salerno@stinson.com -- Stinson Leonard Street, LLP. U.S. TRUSTEE, U.S. Trustee, represented by EDWARD K. BERNATAVICIUS, UNITED STATES TRUSTEE. OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee, represented by CAROLYN J. JOHNSEN -- cjjohnsen@dickinsonwright.com -- DICKINSON WRIGHT PLLC. Official Joint Committee of Unsecured Creditors of Gilbert Hospital LLC, Creditor Committee, represented by Daren R. Brinkman , BRINKMAN PORTILLO RONK, APC, WILLIAM W. FIFE, III , LAW OFFICE OF WILLIAM FIFE, PLC, WILLIAM WILSON FIFE, III , BRINKMAN, PORTILLO, RONK, APC & LAURA J. PORTILLO , BRINKMAN PORTILLO RONK, APC. About Florence Hospital Based in Florence, Arizona, Florence Hospital at Anthem is a general acute-care hospital with 36-beds and provides a full range of diagnostic care including digital X-ray, CT scan, MRI, ultrasound, ECHO ultrasound and nuclear medicine. Florence Hospital opened on March 8, 2012. Petitioning Creditors Wes Richardson, Timothy Johns, Zubair Tahir filed an involuntary petition (Bankr. D. Ariz. Case No. 18-04537) against Florence Hospital at Anthem, LLC on April 25, 2018. FRASER'S BOILER: Taps Eisenhower Carlson as Legal Counsel --------------------------------------------------------- Fraser's Boiler Service, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Eisenhower Carlson PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; prosecute claims of the Debtor; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Terrance Donahue $425 Darren Krattli $390 Todd Blodgett $360 Katrina Self $325 The Debtor paid an advance fee and cost deposit to Eisenhower Carlson in the sum of $5,000. The members and associates of Eisenhower Carlson do not represent any interest adverse to the Debtor's estate, according to court filings. Eisenhower Carlson can be reached through: Darren R. Krattli, Esq. Eisenhower Carlson PLLC 1201 Pacific Avenue, Suite 1200 Tacoma, WA 98402 Phone: 253-572-4500 Fax: 253-272-5732 Email: dkrattli@eisenhowerlaw.com Email: info@eisenhowerlaw.com About Fraser's Boiler Service Headquartered in Olympia, Washington, Fraser's Boiler Service, Inc. is a boiler, tank, and shipping container manufacturer. The Debtor sought chapter 11 protection (Bankr. W.D. Wash. Case No. 18-41245) on April 9, 2018, listing its estimated assets at $10 million to $50 million and estimated liabilities at $50 million to $100 million. The petition was signed by David J. Gordon, president. The Debtor tapped Darren R Krattli, Esq., of Eisenhower Carlson PLLC, as its legal counsel. On April 20, 2018, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan. FUZION MEET: RNB Tustin Buying Liquor License 47-540 for $65K ------------------------------------------------------------- Fuzion Meet Eat Play, LLC asks the U.S. Bankruptcy Court Central District of California to authorize the bidding procedures in connection with the sale of a California Type 47 Liquor License identified by the California Department of Alcohol Beverage Control as License 47-540 to RNB Tustin, LLC for $65,000, subject to overbid. A hearing on the Motion is set for June 7, 2018 at 11:00 a.m. The previous hearing date was May 3, 2018. The Debtor is no longer operating its business and has not since September 2016. Pre-petition efforts as far back as 2016, to sell the License (as part of a larger sale of substantially all of the assets of the Debtor) failed when the California Employment Development Department ("EDD") and the California Franchise Tax Board ("FTB") placed an Administrative hold on the transfer of the License. A $300,000+/- pre-petition sale, that included the License, Was rescinded by a buyer, as a result of the EDD hold on the License transfer. The EDD claimed that FUZION owed it over $150,000 in September 2016. FUZION believed then (and does now) that its liability to the EDD was no more than about $30,000 in September 2016. The difference between the Debtor's understanding of its liability to the EDD and the EDD's is grounded in massive penalties, the applicability of which has never been explained or justified by the EDD, despite repeated requests from the Debtor. In fact, the matter continues to be a subject of dispute and consternation for the Debtor even within the bankruptcy. The EDD has filed Proof of Claim # 5 in the case. It asserts $34,330 in priority taxes owed to it. A whopping $124,941 is added to that total. The Debtor disputes that ANY penalties are owed to the EDD, and surely any penalty in that amount (400%+/- of the tax). The Debtor will likely object to the penalty portion of the EDD claim. That penalty calculation is the primary cause, the only September 2016). As of today, the Debtor is uncertain whether the EDD is still preventing the sale through its power to put a hold on the sale of the License. The EDD claim does not assert that any of its claim is secured. The License Query Summary from the ABC (Ex. A) only shows a "hold" from the State Board of Equalization ("SBE") (now known as the California Department of Tax and Fee Administration), and the California Franchise Tax Board ("FTB"). No "hold" on transfer of the License shows related to any EDD claim(s). The FTB is owed a modest amount of money. Its unsecured, proof of claim, is for $10,372. The Debtor could have paid the entirety of the FTB claim from escrow had the September 2016 sale been consummated. The SBE has filed an unsecured, priority proof of claim, in the total amount of $2,537. The Debtor could have paid the entirety of the SBE claim from escrow had the September 2016 sale been consummated. The Motion asks to sell the License on the terms described. It asks to sell the License free and clear of any claims of the EDD, SBE and the FTB for their tax holds. The Motion offers to preserve the positions as to any taxing agency, in the resulting cash proceeds from the sale, if any such agency objects to the sale to preserve that claim. The Motion asks the Court to approve the overbid procedures set forth in the Notice of Sale of Estate Property and the Notice of Motion and Notice of Sale of Estate Property, and as described. Consummation of the sale is urgent. The License has been effectively dormant, not in use, since September 2016. If the License, which carries value for the Estate is not sold within two years of non-use, it can be deemed surrendered.. That two years will expire in August 2018. After looking for buyers interested in purchasing the Fuzion's license, managing member Keeli Lisack was approached by a licensed broker Liquor License Network and its Senior Sales Associate, Jessica Harris with an offer. The Debtor did not employ its own broker. After negotiation on price and terms, and disclosure that the License must be sold with the Court's approval, RNB Tustin, provided FUZION with a written purchase offer for the License by virtue of signed escrow instructions with Federal Escrow, Inc. The terms of the proposed sale are: 1. Purchase Price: $65,000 2. Additional Costs/Obligations: The Buyer is obligated to deposit into escrow the balance of the Purchase Price after making an initial deposit of $6,500 ($58,500) on 30 days after the date the Buyer makes application to the ABC. Such application must be made within 10 days of the date that this court approves the Motion. The Buyer agrees to pay 100% of all escrow fees and any governmental transfer fees, estimated at not less than $1,100. The Buyer is obligated to a Finder's Fee Agreement payable to Liquor License Network in the amount of $6,500. The Debtor expects that the sale will generate net proceeds to the estate the full amount of the Purchase Price. The total cost to Buyer is estimated at $72,600 based on the Purchase Price plus the Finder's Fee Agreement plus estimated escrow and governmental transfer fees. 3. Contingencies: The only sale contingencies are that the Court and the ABC approve the sale. 4. Deposit: The Buyer has deposited 10% of the purchase price ($6,500) in Escrow with Federal Escrow, Inc., and has initiated the transfer application process with the ABC. 5. AS IS SALE: The License is sold as-is, without representation or warranty of any kind by the Debtor. 6. Commissions and Broker's Fees: The Seller has not engaged a broker. The Buyer will pay the Escrow Fees per the Escrow Instructions. Buyer has committed to a Finder's Fee Agreement which obligates Buyer to pay a fee of $6,500 to Liquor License Network in addition to the Purchase Price. The Finder's Fee Agreement is incorporated into and a part of the Escrow Instructions. The Debtor is not aware of any liens on the License. No secured claims have been filed in the case that identifies the License as collateral. However, the California Department of Tax and Fee Administration (successor to the State Board of Equalization) and FTB have placed administrative "holds" on the transfer of the License for nonpayment of taxes. The Sale Motion asks to transfer the License to the Buyer free and clear of any claims or interests of these creditors or any other creditor who claims an interest in the License. The total amount of the claims of both of those taxing agencies, per postbankruptcy proofs of claim on file, is less than $15,000. If required, the Debtor will offer to pay these claims from escrow, however the Debtor is concerned that doing so would create a preference among equally situated administrative priority creditors. It proposes that the extent either of these creditors maintain administrative preference as a result of their claims; that they retain that status in the resulting proceeds from the sale. The proposed sale is subject to overbids. The Debtor asks the Court to approve and employ these overbid procedures: 1. To qualify to overbid, potential overbidders must: a) be physically present at thel hearing (or represented by an individual(s) with authority to bind the bidder to the terms of a sale and participate in the bidding process); b) bring to the Sale Motioi hearing certified funds (cashier's check or bank money order) in the amount of $6,500 payable to Federal Escrow, Inc.; c) Notify the Debtor's counsel in writing not less than 48 hours prior to the Sale Motion hearing of the intent to overbid by either fax (562- 624-1178) or e-mail addressed to jsmith@cgsattys.com. 2. Overbids will be solicited in $1,000 increments at the Sale Motion hearing until the highest offer is received. 3. In the event that the Buyer is not the highest bidder at the Sale Motion hearing, the highest bidder will then become the Buyer under the same terms and conditions as set forth in the ABC License Escrow Instructions. 4. The Overbid Deposit will be non-refundable in the event that a Successful Overbidder is unable to complete the purchase of the License. The Debtor will ask permission to accept back-up bidders, including the Buyer, in the event of any overbids, in the event that a Successful Overbidder fails to purchase the License for any reason. 5. If the Buyer is not the successful bidder for the License, then the Escrow Instructions will no longer be effective as to the Buyer and the Buyer will be entitled to a full refund of its Deposit. The Debtor asks the Court to waive the 14-day stay imposed by F.R.B.P. 6004(h). A copy of the Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Fuzion_Meet_31_Sales.pdf About Fuzion Meet Eat Play Fuzion Meet Eat Play, LLC is a privately held company whose principal assets are located at 7227 Edinger Ave, Huntington Beach, CA 92647. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Fuzion Meet has been out of business and not operating since June of 2016. Fuzion Meet Eat Play sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-10019) on Jan. 4, 2018. The case is assigned to Scott C. Clarkson. In the petition signed by Keell Lisack, managing member, the Debtor disclosed total assets at $364,500 and $1.29 million in debt. The Debtor tapped Jeffrey B Smith, Esq., at Curd, Galindo & Smith, LLP as counsel. GENERAL MOTORS: GUC Trust Proposes Settlement for Recall Victims ---------------------------------------------------------------- The Carlson Law Firm on May 22, 2018, disclosed that owners of recalled General Motors vehicles prior to the company's July 2009 bankruptcy can now rest assured that they will get relief from problems stemming from faulty ignition switches and defective power steering and airbags. The bankruptcy trust created by "Old GM", GUC Trust, proposed a settlement offer to a New York Bankruptcy Court that could total slightly more than $1 billion to a settlement fund for victims. If approved by the Court, postcard notices informing owners of affected vehicles about the settlement will be mailed in the coming weeks. Additionally, notices will go to anyone who has filed a lawsuit. While the filing deadline to be included in the settlement has yet to be announced, The Carlson Law Firm is investigating claims for individuals who were injured prior to July 10, 2009 in a defective GM vehicle. The Carlson Law Firm is assisting individuals: -- involved in a motor-vehicle incident in a recalled GM vehicle prior to July 10, 2009 -- who owned a vehicle with a GM Ignition-Switch Recall -- in a car accident with no airbag deployment -- who suffered injuries as a result of GM's defective product The lawsuit stems from GM's 2014 recall of more than 2.4 million vehicles with faulty ignition switches and airbags. Documents show that the company was aware of the problem as early as 2001, well before the company declared bankruptcy. If the proposed settlement is approved, GUC Trust would pay $15 million into a settlement fund. This settlement could also lead to New GM being prompted to fulfill its obligation to deliver 30 shares of common stock to the settlement fund—essentially adding $1.14 billion to pay economic loss, personal injury and wrongful death claims. The New York Bankruptcy Court is scheduled to have a hearing on the matter on May 25. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. Motors Liquidation Company GUC Trust had $530.7 million in total assets, $42.50 million in total liabilities and $488.21 million in net assets in liquidation. GLOBAL BRASS: S&P Raises Corp. Credit Rating to BB, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Schaumburg, Ill.-based metals converter Global Brass and Copper 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 senior secured debt to 'BB' from 'BB-'. The '3' recovery rating on the senior secured debt is unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) of principal and interest in the event of a payment default." The upgrade reflects Global Brass' low leverage mainly because of strong earnings, which positive macroeconomic factors support, such as GDP growth, and higher housing starts. S&P said, "For the 12 months ended March 31, 2018, the company's debt to EBITDA was about 2.2x and we expect it to remain close to current levels relative to our past expectations of 3.0x to 3.5x. Reinforcing this is our expectations for GDP growth of 2.9% in 2018 and 2.6% in 2018 and an increase in housing starts to 1.3 million in 2018 and 2019 from 1.2 million in 2017. This is despite our anticipation for higher copper prices in 2018 and 2019. In March 2018, we revised our copper price expectations up, to $3.20 per pound for 2018 and $3.30 per pound for 2019. This compares with our August 2017 published copper price expectations of $2.98 per pound for 2018 and $3.09 per pound for 2019. We also anticipate Global Brass will face headwinds in some of its end markets especially munitions and coinage, and somewhat higher raw material costs. We now expect, debt to EBITDA to remain in the 2x and 2.5x area in 2018, similar to the 2.2x achieved in 2017 and an improvement from about 5.0x in 2013." S&P said, "The stable outlook reflects our expectation that Global Brass' operating performance and leverage will remain steady over the next 12 months supported by solid macroeconomic factors, such as GDP growth and expanding building and housing markets after taking into account our expectations for increasing copper prices over the next year. We expect these to result in EBITDA margin at about 8% and leverage in the 2x to 2.5x range. We also expect FFO to debt to be in the 30 to 35% range in the next 12 months. "We would consider a downgrade if the company's competitive position and profitability weaken because of reduced end market diversity or operational or integration challenges from recent and potential future acquisitions, causing debt to EBITDA to deteriorate to above 3x, and we expect it to remain there over the next 12 months. This could also occur if the company cannot effectively hedge against metals price fluctuations or if U.S. economic conditions unexpectedly worsen, resulting in a 2% decline in gross margin to 9.5% compared to our 11.5% assumption. "We could consider an upgrade if the company improves its scale and product diversity as well as its customer concentration and contract length, while improving profitability with EBITDA margins of around 10%. We could also raise the rating if Global Brass achieves lower leverage and maintains debt to EBITDA below 2x, and we believe this is sustainable. We view this scenario as unlikely in the next 12 months." GOLD COAST: Taps Joel A. Schechter as Legal Counsel --------------------------------------------------- Gold Coast Partners, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire the Law Offices of Joel A. Schechter 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 Debtor has agreed to pay the firm a retainer in the sum of $15,000. Schechter does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Joel A. Schechter, Esq. Law Offices of Joel A. Schechter 53 W. Jackson Blvd., Suite 1522 Chicago, IL 60604 Phone: (312)332-0267 Fax: 312 939-4714 E-mail: joelschechter@covad.net About Gold Coast Partners Gold Coast Partners, LLC, is a privately-held company in Chicago, Illinois, that owns coin-operated laundries and cleaning business. Gold Coast Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-09765) on April 3, 2018. In the petition signed by Tracey L. Brooks, member, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Timothy A. Barnes presides over the case. GOTTLANDSINI LLC: Proposed $1.1M Sale of Kingston Property Approved ------------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Gottlandsini, LLC's private sale of the commercial real estate located at 58-60, Summer Street, Kingston, Massachusetts to Mingma N. Sherpa and Muhameed A. Waheed, or their nominee, for $1.1 million. A hearing on the Motion was held and no objections were filed. The Court allowed the sale of the Property subject to the Debtor filing an amended certificate of service with respect to the date of service of the Notice of Intent to Sell. About Gottlandsini LLC Gottlandsini, LLC, is the owner of commercial real estate located at 58-60 Summer Street, Kingston, Massachusetts. Gottlandsini sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-10227) on Jan. 24, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Frank J. Bailey presides over the case. Gary W. Cruickshank, Esq., is the Debtor's bankruptcy counsel. GROM SOCIAL: Narrows Net Loss to $1.1 Million in First Quarter -------------------------------------------------------------- Grom Social Enterprises reported financial results for the first quarter ended March 31, 2018. For the first quarter ended March 31, 2018, the Company reported operating revenues of $2,032,672 compared to $1,708,681 for the same period in 2017, an increase of approximately 19%. Operating expenses decreased from $3,802,008 for the period ended March 31, 2017 to $2,083,307 compared to the same period ended in 2018, a decrease of approximately 62.7%. Net loss for the first quarter in 2018 was $1,091,122 or $(0.01) per share, compared to $2,922,234 or $(0.03) per share in the comparable 2017 period. The increase in revenues was attributable to increased animation revenues at the Company's Top Draw animation division offset by a decline in revenues at Netspective webfiltering. Subscription and advertising revenue generated by the Company's gromsocial.com website and from its "MamaBear" mobile software safety application for the period ended March 31, 2018 was nominal. The Company expects to start generating increasing levels of revenue from these sources in the second half of 2018. Additionally, the Company expects to generate revenues from its new nutritional product supplement for children that the Company expects to launch in the second half of 2018. The decrease in operating expenses during the first quarter of 2018 is primarily attributable to a reduction of approximately $1,478,000 in stock-based compensation, and due to a reduction of approximately $352,000 in professional fees, offset by an increase in general and administrative expense of approximately $180,000. Darren Marks, Grom Chairman and CEO stated, "We remain strongly focused on our strategy which is growing our user base both organically and through synergistic acquisitions which also generate positive cash flow; and in developing original content, technology, branding and marketing the "Grom" name." Mr. Marks further stated, "We recently launched an upgrade version of our acclaimed MamaBear app. The early results are very promising. Although we have yet to generate meaningful revenue from our base, we are getting much closer to achieving our goals. We appreciate the efforts of the Grom team and the support of our shareholder base who have enabled us to get to this stage without having to enter into expensive financings that could have negatively impacted our cap structure." A full-text copy of the press release is available at: https://is.gd/7rENfV About Grom Social Formerly known as Illumination America, Inc., Grom Social Enterprises, Inc. -- http://www.gromsocial.com/-- operates five subsidiaries, including Grom Social, a safe, social media platform for kids between the ages of five and 16. Since its beginnings in 2012, Grom Social has attracted kids and parents with the promise of a safe and secure environment where their kids can be entertained and can interact with their peers while learning good digital citizenship. The Company also owns and operates Top Draw Animation, Inc., an award-winning animation company which produces animated content for Grom Social and other high-profile media properties such as Tom and Jerry, My Little Pony and Disney Animation's Penn Zero: Part-Time Hero. In addition, Grom Educational Services provides web filter services up to an additional two million children across 3,700 schools and libraries, and Grom Nutritional Services is in the process of creating a line of healthy nutritional supplements for children. The report from the Company's independent accounting firm B F Borgers CPA PC, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Grom Social reported a net loss of $6.04 million in 2017 compared to a net loss of $10.71 million in 2016. As of March 31, 2018, Grom Social had $19.05 million in total assets, $12.04 million in total liabilities and $7.01 million in total stockholders' equity. GST AUTOLEATHER: Exits Chapter 11 Bankruptcy Under New Ownership ---------------------------------------------------------------- GST AutoLeather, the global leader in automotive leather components, and its subsidiaries have exited Chapter 11 bankruptcy effective, May 22, 2018, under new ownership. To lead the transition, GST has named Randy Johnson President and CEO. Along with its current strong leadership, GST is announcing the addition of two key leather industry experts, Bryn Kahrl as Vice President of Global Operations and Scott Landis as Chief Human Resources Officer. "We are committed to being the most competitive, innovative, and sought-after supplier to major OEMs worldwide, leveraging our strong customer service, a renewed focus on lean manufacturing and standardization, and care for our employees as we instill a customer and operationally focused leadership culture," said Mr. Johnson. Mr. Johnson replaces former CEO Dennis Hiller, who will stay on with the leather company as a board advisor to assist in the transition. Mr. Johnson most recently served as CEO of Romeo RIM, Inc. a Michigan-based composites manufacturer where he transformed that business and its brand through lean and innovation processes. Prior to that, Mr. Johnson served as Vice President of Global Operations at Eagle Ottawa for 12 years, leaving in 2014 before its sale to Lear Corporation. At Eagle Ottawa, Mr. Johnson was the architect of the operational transformation resulting in years of best-in-class competitive performance and a stable world class manufacturing team. Post Chapter 11 exit, GST is majority owned by funds managed by Black Diamond Capital Management, L.L.C. ("BDCM"), which has a track record of assisting companies in growing value by focusing on operational and commercial improvements through a disciplined long-term approach. "We are looking forward to supporting GST's future efforts to build upon its strong global market share with a keen focus on providing top customer service while enhancing its operations," said Stephen H. Deckoff, Managing Principal of BDCM. "GST has exited bankruptcy with a strong balance sheet and ample liquidity, talented leaders globally, and a reputation as a high-quality leather designer and manufacturer," Mr. Johnson said, adding, "GST is among a small group of leather suppliers that can be considered truly global in nature." About GST Autoleather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent, Ernst & Young LLP, as tax advisors. Deloitte & Touche LLP, as independent auditor. On Oct. 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Christopher M. Samis, L. Katherine Good, Aaron H. Stulman, Christopher A. Jones and David W. Gaffey of Whiteford Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson, John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley & Lardner LLP. Royal Bank of Canada is represented by Andrew V. Tenzer of Paul Hastings LLP. H N HINCKLEY: May Use Cash Collateral Until May 24 on Interim Basis ------------------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized H N Hinckley & Sons, Inc. to use of cash collateral on an interim basis through the continued hearing which will be held on May 24, 2018 at 10:00 a.m. The Debtor will file a further budget by May 22, 2018 at 4:30 p.m. as directed on the record. A text copy of the Order is available at http://bankrupt.com/misc/mab18-10398-68.pdf About H N Hinckley & Sons H N Hinckley & Sons, Inc., headquartered in Vineyard Haven, Massachusetts, is a dealer of building material and supplies. H N Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case No. 18-10398) on Feb. 6, 2018. In the petition signed by Wayne M. Guyther III, president, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Joan N. Feeney. The Debtor tapped Posternak Blankstein & Lund LLP as its legal counsel. Schlossberg LLC is the special counsel. HAMILTON CENTER: Case Summary & 10 Unsecured Creditors ------------------------------------------------------ Debtor: Hamilton Center LLC 49 West 37th Street, 9th fl. New York, NY 10018 Business Description: New York-based Hamilton Center LLC is a limited liability company currently under contract to purchase a real property located in Hamilton, New Jersey. The Property is currently owned by SunCap Trenton LLC. Chapter 11 Petition Date: May 22, 2018 Case No.: 18-22769 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain 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) 603-6300 Fax: (212) 956-2164 Email: amg@robinsonbrog.com - and - Fred B. Ringel, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, NY 10022 Email: fbr@robinsonbrog.com Total Assets: $8.04 million Total Liabilities: $8.83 million The petition was signed by David Goldwasser, authorized signatory of GC Realty Advisors, LLC, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-22769.pdf HAWAIIAN AIRLINES: Fitch Hikes LT Issuer Default Rating to 'BB-' ---------------------------------------------------------------- Fitch Ratings has upgraded Hawaiian Airlines, Inc. (HA, Hawaiian) and its parent company, Hawaiian Holdings, Inc. to ‘BB-’ from ‘B+’. The Rating Outlook is Stable. Fitch has also affirmed Hawaiian’s 2013-1 class A certificates at ‘A-‘ and upgraded its 2013-1 class B certificates to ‘BBB-’ from ‘BB+’. The upgrade is supported by continued solid financial performance since Fitch’s last review. Hawaiian produced healthy revenue growth and solid operating margins in 2017 despite absorbing higher labor costs and increased jet fuel prices. As a result, total adjusted debt/EBITDAR sits at 2.8x as of March 31, 2018, down from the mid-5x range as recently as 2013. Fitch expects Hawaiian’s credit metrics to deteriorate moderately in 2018 due to higher fuel costs and increased competition but to remain supportive of the ‘BB-‘ rating. Fitch’s primary rating concerns revolve around increasing competitive capacity to the Hawaiian islands from other U.S. air carriers and higher fuel costs. The ratings also remain constrained by Hawaiian’s geographic concentration and its reliance on demand for travel to Hawaii from a relatively small number of markets. The company’s small size compared to its much larger U.S. peers also remains a limiting factor. KEY RATING DRIVERS Solid Credit Metrics: Hawaiian’s credit metrics have improved significantly over the past four years and remained strong despite higher labor costs from a new agreement reached with its pilots in March 2017. Fitch’s current forecast anticipates that key metrics will decline moderately in 2018 amid increased fuel expenses and heavier competition. Leverage may rise toward 3.5x from 2.8x at March 31, 2018 before stabilizing or declining modestly in 2019 or 2020. Over the longer-term Fitch anticipates that leverage will trend toward the low-to-mid 3x range. Despite Fitch’s expectations for metrics to deteriorate, Hawaiian’s projected leverage will still compare well to peers. For instance, American and United have adjusted debt to EBITDAR metrics of 5.0x and 3.9x, respectively, and are rated in the 'BB' category. Fitch would expect Hawaiian to maintain stronger credit metrics to achieve comparable ratings to its peers due to the company’s geographic concentration and relatively small size. Operating margins are also likely to decline by several hundred basis points in 2018. The anticipated decline is not a major rating concern since margins were particularly high for the past three years, and projected margins are still supportive of the ‘BB-‘ rating. Hawaiian generated an EBIT margin of 18.2% in 2017 marking some of the best margins among airlines worldwide. FFO fixed charge coverage has trended to the upper 2x range over the past several years up from around 2x where it had hovered between 2009 and 2014. Fitch expects FFO fixed charge coverage to dip in 2018 as Hawaiian absorbs the effects of higher salaries and fuel costs before trending back towards current levels at the end of Fitch's forecast period. Unit Revenue Performance Better than Peers: Hawaiian generated significantly positive unit revenue growth in 2016 and 2017 during a time when unit revenue for most North American carriers was soft. Its performance was driven by relatively low level of growth (compared to its high growth phase several years ago), maturing markets, moderate competitive capacity growth and the company's unique geographic exposure. Strong unit revenue gains allowed Hawaiian to become one of the most profitable airlines in Fitch’s rated universe. Fitch’s forecast includes moderately declining unit revenues in 2018 due to increasing competitive capacity from other U.S. carriers, including eventual competition from Southwest. Hawaiian reports that they expect competitive capacity to be up by around 12% in the second quarter and in the high single digits in the second half of the year. Pressure from competitors should be partially offset by the potential for higher yields from of the new mid-sized West Coast markets that Hawaiian intends to serve with its A321-NEOs. Direct flights from these mid-sized markets typically feature higher yields than denser routes like LA-Honolulu. Hawaiian may also continue to see strong results from international markets, supported by strong economies in Asia, and by its new partnership with Japan Airlines. Minimal Expected FCF: Fitch expects free cash flow to be neutral or moderately negative over the next three years as solid operating cash flows are offset by material capital spending on new aircraft. Hawaiian is taking delivery of the majority of its A321 NEOs in 2018 and 2019. The company has 16 of the aircraft on firm order. As such, Fitch expects FCF to remain roughly neutral or slightly negative through the forecast period. Although capex is expected to be higher over the next several years, expenditures will consist primarily of highly financeable aircraft, allowing Hawaiian some flexibility around how it chooses to fund its deliveries. Solid Demand: Demand for travel to the Hawaiian Islands has been consistently strong since the last recession, and Fitch anticipates continued stability for the intermediate term. Continued U.S. economic growth in general and healthy economies on the U.S. West Coast, in particular, are supportive of demand for tourism. Economic growth also spurred an increase in Japanese visitors in 2017 after modest declines in 2014 and 2015. Japan is an important market for Hawaiian as Japanese tourists represent by far the largest source of visitors to the Hawaiian islands outside of the U.S. Hawaii’s Department of Business, Economic Development, and Tourism expects total visitor arrivals to the Hawaiian Islands to increase by 2.3% in 2018 after growing by an estimated 4.6% in 2017. Inter-Island Competition: Island Air’s departure from the market is supportive of near-term results in the inter-island business. However, Southwest has now officially announced that they plan to offer inter-island service. Southwest has been vague about its plans thus far, but at this time Fitch does not view Southwest’s entrance as a material threat to Hawaiian’s credit profile. Hawaiian offers a high number of daily frequencies on key routes that will be difficult to compete with. Hawaiian also serves interisland markets that Southwest does not currently plan to enter. Nevertheless, the increase in competition is likely to put some pressure on what Fitch views as a relatively stable underlying portion of Hawaiian’s business. Its inter-island network accounts for nearly a quarter of the company’s passenger revenue. EETC Ratings: The senior enhanced equipment trust certificate (EETC) tranche ratings are primarily based on a top-down analysis of the level of overcollateralization featured in the transaction. The ratings also incorporate the structural benefits of section 1110 of the bankruptcy code and the presence of an 18-month liquidity facility. Fitch's stress case utilizes a top-down approach assuming a rejection of the entire pool of aircraft in a severe global aviation downturn. The stress scenario incorporates a full draw on the liquidity facility, an assumed 5% repossession/ remarketing cost, and a 30% stress to the value of the aircraft collateral. The 30% value haircut corresponds to the low end of Fitch's 30% to 40% 'A' category stress level for Tier 2 aircraft. The collateral pool in this transaction consists of six 2013 and 2014 vintage A330-200s. Fitch views the A330-200 as a high-quality Tier 2 aircraft. Values for the A330-200 have declined only modestly over the past year. Using an average of the values provided by several appraisal firms, we estimate that A330-200 values have declined by just over 6% over the past year, which is slightly in excess of Fitch's standard assumption of 6% annual depreciation for Tier 2 assets of this vintage. The A330-200 suffers from competition with the 787, as the 787-8 and 787-9 bracket the A330-200 in terms of seating capacity, while the 787 is a more efficient aircraft. Nevertheless, the 2013-1 class A certificates continue to pass Fitch's 'A' category stress test. Subordinated tranche ratings are adjusted from Hawaiian's IDR based on three primary considerations: 1) affirmation factor, 2) presence of a liquidity facility, and 3) recovery prospects. Fitch considers the affirmation factor for this collateral pool to be high, resulting in a +2 notch adjustment (the maximum is 2). The B tranche also features an 18-month liquidity facility, providing a further +1 notch adjustment. No adjustment has been made for recovery, resulting in a rating of 'BBB-'. Fitch considers the Affirmation Factor for this pool of aircraft to be high as the A330s in this transaction represent a significant portion of Hawaiian’s relatively small fleet, as well as being key to its Asian operations. Hawaiian plans to retire the last of its 767s by the end of 2019, making the A330 the only aircraft in its fleet that can serve Asia and Australia. Fitch previously expected the affirmation factor of this transaction to diminish somewhat when Hawaiian received its first A330-800s in 2019. However, Hawaiian has recently canceled its A330-800 orders and placed orders for new 787-9s. The 787-9s will not arrive until at least 2022, which helps to support the affirmation factor for this pool in the near term. The entrance of the 787-9s will diminish the affirmation factor for this pool of aircraft over the longer-term since the class B certificates are scheduled to mature in 2022, making the entrance of the 787-9s less of a concern for the B tranche ratings. DERIVATION SUMMARY Hawaiian’s credit metrics have improved markedly in recent years and are now in line with or better than airline peers rated in the ‘BB’ category. Fitch expects Hawaiian’s adjusted leverage to stay in the low to mid 3x range or lower over its forecast period, which compares with the high 4x range at American (BB-) and around 3.5x at United (BB). Hawaiian has also generated superior operating margins compared to its primary competitors over the past two years. Hawaiian’s ratings remain constrained by its geographic concentration in the Hawaiian market. None of the other North American airlines in Fitch’s rated universe exhibit such a high degree of reliance on a single leisure focused destination. Free cash flow generation is also a limiting factor. Fitch expects Hawaiian to generate limited FCF over its forecast period, while higher rated peers like Delta, Alaska, and Southwest typically generate sizeable FCF, creating meaningful financial flexibility. EETC Ratings: The ‘A-’ rating on the class A certificates is one notch below the rating on many comparable class A certificates issued by other airlines. The one notch differential is primarily driven by the collateral pool’s reliance on a single asset type that Fitch views as being weak relative to more in-demand aircraft models featured in other EETC transactions. The Hawaiian 2013-1 collateral consists of 6 A330-200s, which Fitch considers to be a high-quality Tier 2 asset, whereas many comparable transactions predominantly feature tier 1 assets, which it views to be lower risk. HA’s low corporate credit rating compared to other airlines was previously a concern, though that concern has waned as HA’s credit profile has improved. The ‘BBB-’ rating on the class B certificates represents a three-notch uplift from Hawaiian’s IDR of ‘BB-‘ (maximum uplift is four notches). The rating is in line with the B tranche ratings of certain American Airlines class B certificates which Fitch views as having similar affirmation factors and recovery prospects. American Airlines is also rated at ‘BB-‘. The class B certificates are rated one notch below certain B certificates in certain other American airlines EETCs where recovery prospects are higher. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Capacity growth at 6.5% in 2018 followed by low-to-mid single digit growth thereafter; - Modestly declining unit revenue in 2018 reflecting heightened competition followed by low growth thereafter; - Jet fuel prices averaging $2.20/gallon in 2018 and remaining flat thereafter; - Ex-fuel CASM growth in 2018 at the high end of management’s guidance. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Sustained adjusted debt/EBITDAR below 3.0x; - FFO Fixed charge coverage at or above 3x; - Expectations for sustained positive FCF generation; - EBITDAR margins sustained around or above 20%. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Capacity additions into the Hawaiian market which cause sustained weakness in yields. - Adjusted debt/EBITDAR rising and remaining at or above 4x; - FFO Fixed charge coverage falling below 2x; - A notable drop in tourism to Hawaii caused by a natural disaster or economic downturn; - EBITDAR margins falling and remaining below 15%. EETC Rating Sensitivities: A tranche's ratings are primarily driven by the underlying collateral. The ratings could be considered for a negative action if declines in base value for the A330-200 outpace Fitch’s expectations. A positive rating action is not expected at this time. The subordinate tranche ratings are directly linked to Hawaiian’s IDR. If Hawaiian were upgraded to ‘BB’ the ratings would likely be upgraded commensurately. However, if Hawaiian were downgraded to ‘B+’ the ratings could be maintained at ‘BBB-‘ as Fitch’s EETC criteria allows for a wider notching differential for subordinated tranches for airlines rated in the ‘B’ category. LIQUIDITY AND DEBT STRUCTURE Liquidity as of March 31, 2018 consisted of $524 million of unrestricted cash and short-term investment along with full availability under Hawaiian’s $225 million revolver. The revolver matures in December 2019. Total liquidity equated to roughly 27% of LTM revenue. Upcoming maturities total $30 million in the last nine months of 2018 and $73 million in 2019. Fitch considers these maturities to be manageable given Hawaiian’s current liquidity balance and expected cash flow generation. Hawaiian’s debt structure primarily consists of secured, aircraft-backed debt. The company tapped the EETC market in 2013, using the proceeds to fund the purchase of six A330-200s that were delivered in 2013 and 2014. The EETC makes up around half of the company’s outstanding on balance sheet debt with the rest consisting of aircraft loan agreements secured by Boeing 717s, and capital leases on three aircraft. SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS Fitch has made no material financial adjustments that were not disclosed in the issuer's public financial statements. DATE OF RELEVANT COMMITTEE May 22, 2018 Hawaiian Holdings, Inc. -Long Term Issuer Default Rating; Upgrade; BB-; RO:Sta Hawaiian Airlines, Inc. -Long Term Issuer Default Rating; Upgrade; BB-; RO:Sta Hawaiian Airlines 2013-1 Pass Through Trust -Senior secured LT A-; Long Term Rating; Affirmed; A- -Class A certificates (A-tranche) 419838AA5; Long Term Rating; Affirmed; A- -Senior secured LT BB+; Long Term Rating; Upgrade; BBB- -Class B certificates (B-tranche) 419839AA3; Long Term Rating; Upgrade; BBB- HILLARY J. WHITE: Taps Hiller Law as Legal Counsel -------------------------------------------------- Hillary J. White Soho Salon Spa, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hiller Law, LLC 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. Adam Hiller, Esq., the attorney who will be handling the case, will charge an hourly fee of $375. His firm received a retainer in the sum of $25,000 from the Debtor. Mr. Hiller disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Hiller Law can be reached through: Adam Hiller, Esq. Hiller Law, LLC 1500 North French Street, 2nd Floor Wilmington, DE 19801 Tel: (302) 442-7677 Email: ahiller@adamhillerlaw.com About Hillary J. White Soho Salon Spa Inc. Hillary J. White Soho Salon Spa, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10934) on April 19, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000. Judge Brendan Linehan Shannon presides over the case. HOUSE OF FLOORS: May Use Bank United Cash Collateral Until June 1 ----------------------------------------------------------------- The Hon. Mindy A. Mora of the United States Bankruptcy Court for the Southern District of Florida authorized House of Floors of Palm Beach Inc. to use the cash collateral of Bank United, N.A., up to the amounts shown in the budget attached to the Motion, through and including June 1, 2018. The Court will conduct a final hearing on the use of cash collateral on May 29, 2018 at 1:30 p.m. As adequate protection for the use of Cash Collateral, the Debtor will make a monthly payment of $5,334 to Bank United, N.A. In addition, the Debtor grants Bank United a valid, binding, enforceable, non-avoidable and perfected post-petition security interest and lien in, to and against all of the Debtor's assets, to the same extent that Bank United held a properly perfected prepetition security interest in such assets, which are or have been acquired, generated or received by the Debtor subsequent to the Petition Date. The replacement liens will be in addition to any security interest, liens or rights of setoff existing in favor of Bank United on the Petition Date, and will secure all amounts due to Bank United. A full-text copy of the Order is available at http://bankrupt.com/misc/flsb18-15236-13.pdf About House of Floors of Palm Beach House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/ -- provides floorcovering installations & cleaning services to both the commercial and residential industries. The Company is based in Boca Raton, Florida. House of Floors of Palm Beach filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition signed by Donald Brodsky, president, the Debtor disclosed $1.09 million total assets and $1.73 million total debt. Judge Mindy A. Mora is the case judge. Robert C. Furr, Esq. of Furr & Cohen, is the Debtor's counsel. HOUT FENCING: Case Summary & 15 Unsecured Creditors --------------------------------------------------- Debtor: Hout Fencing of Wyoming, Inc. P.O. Box 13 Worland, WY 82401 Business Description: Hout Fencing of Wyoming, Inc. is a fence contractor based in Worland, Wyoming offering bridge and barrier fence installation and repair. The company serves Cheyenne, Laramie, Casper, Buffalo, Sheridan, Gillette, Rawlins, Rock Springs, Cody and New Mexico areas. Chapter 11 Petition Date: May 23, 2018 Case No.: 18-20423 Court: United States Bankruptcy Court District of Wyoming (Cheyenne) Judge: Hon. Cathleen D. Parker Debtor's Counsel: Patrick M. Hunter, Esq. LAW OFFICES OF DAVID A. TILEM 206 N. Jackson Street, #201 Glendale, CA 91206 Tel: 307-235-1900 Fax: 866-922-3773 Email: patrick@pmhunterlaw.com Total Assets: $3.50 million Total Liabilities: $3.63 million The petition was signed by Dave Hout, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at: http://bankrupt.com/misc/wyb18-20423.pdf HUGHES SATELLITE: S&P Affirms 'BB' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'BB' corporate credit rating on Germantown, Maryland-based Hughes Satellite Systems Corp. The outlook is stable. S&P said, "At the same time, we affirmed the 'BBB-' issue-level rating on the company's senior secured notes. The recovery rating remains '1', indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) for lenders in the event of a payment default. "We also affirmed the 'BB-' issue-level rating on the company's senior unsecured notes. The recovery rating remains '5', indicating our expectation for modest recovery (10%-30%; rounded estimate: 20%) for lenders in the event of a payment default." The rating on HSS reflects significant revenue concentration from DISH Network Corp., the narrow market for satellite broadband services, and the company's limited scale relative to global fixed satellite service (FSS) operators. S&P said, "These factors are somewhat offset by our view that the company's high-throughput satellite (Jupiter 2), which was put in service in 2017, will support growth over the next few years due to improved data speeds and caps. Our expects HSS will continue to generate significant levels of free operating cash flow (FOCF) over the next few years and that leverage will be between 1.5x-2x." S&P said, "The stable outlook reflects our expectation that although we expect leverage to improve modestly to 1.7x-1.9x in 2018 due to satellite broadband growth, we believe leverage could increase to support potential acquisitions or other strategic initiatives. "We could lower the rating if the company pursues acquisitions or other strategic initiatives that cause leverage to increase above 4x on a sustained basis. While less likely over the next year, we could also lower the rating if operating performance weakens due to transponder lease cancellations from DISH, or if intensifying competition results in elevated churn and pricing pressure from broadband subscribers, resulting in margin compression and sustained leverage above 4x. "We view an upgrade as unlikely over the next year given the possibility of increased leverage to fund acquisitions, additional satellites, or other strategic initiatives. However, we could consider an upgrade if management articulates a financial policy that keeps leverage below 3x on a sustained basis. An upgrade would also require an improvement in customer concentration and our confidence that the company would maintain current levels of profitability." HUMAN CONDITION: Plan Exclusivity Deadline Extended Until Sept. 10 ------------------------------------------------------------------ The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York, at the behest of Human Condition Safety, Inc., has extended the exclusive period in which the Debtor may file a chapter 11 plan to and including Sept. 10, 2018 and the exclusive period for the solicitation of acceptances of such plan to and including Nov. 10, 2018. The Troubled Company Reporter has previously reported that the Debtor asked the Court for extension to maintain plan exclusivity. In order to preserve the Debtor's value and its employees' jobs, it became clear that Debtor could not adequately address its liquidity needs outside of bankruptcy and that its only viable option was to proceed with the financing arrangements Debtor negotiated with AIG PC Global Services, Inc., to fund operations during the weeks leading up to this Chapter 11 filing and to provide debtor-in-possession financing for Debtor's operations under Chapter 11 protection. At the time the Debtor filed its initial motion to extend the Exclusive Periods on July 8, 2017, the Debtor announced its intention to file a motion for sale of substantially all its assets and to thereafter file a proposed viable Chapter 11 liquidation plan. The Court approved the sale and on September 14, 2017 the Debtor closed the sale of substantially all its assets to successful bidder and DIP Financing lender, AIG. Since then Debtor has continued to address post sale closing issues, including assumption and assignment of additional contracts in connection with the sale, and has continued to diligently evaluate evaluating proposed terms for its Chapter 11 liquidating plan. On Feb. 23, 2018 the Debtor filed its Plan of Liquidation together with its Disclosure Statement. In accordance with the Court's Order entered on March 27, 2018, the Debtor caused all necessary solicitation materials for its Plan to be served on or before March 29, 2018, the voting deadline is scheduled for April 23, 2018 and a joint hearing is scheduled for May 3, 2018 to consider final approval of Debtor's Disclosure Statement and confirmation of its Plan. About Human Condition Safety Headquartered in New York, New York, Human Condition Safety Inc. -- http://www.hcsafety.com/-- develops wearable devices, artificial intelligence, building information modeling, and cloud computing solutions that assists workers and their managers prevent injuries before they happen at their workplace. Human Condition Safety was incorporated in 2014. Human Condition Safety filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-10585) on March 10, 2017. In the petition signed by Greg Wolyniec, president, director and chief executive officer, the Debtor estimated its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. Judge Sean H. Lane presides over the case. John D. Giampolo, Esq., at Wollmuth Maher & Deutsch LLP, is serving as the Debtor's bankruptcy counsel. IBEX LLC: Seeks Approval on Continued Use of FNB Cash Collateral ---------------------------------------------------------------- Ibex, LLC, asks the U.S. Bankruptcy Court for the District of Colorado for approval of stipulated order authorizing Debtor's continued use of cash collateral for the period of June 1, 2018 through July 31, 2018. The Debtor desires to use the postpetition proceeds from the pre-petition accounts receivable to preserve and maintain its business as a going concern. First National Bank of Pennsylvania asserts a claim in the approximate amount of $2,357,569.38 (as of the Petition Date) against the Debtor. First National Bank asserts that it has a valid, perfected prepetition lien and security interest in all of Debtor's equipment and machinery. First National Bank also asserts that it has a valid, perfected prepetition lien and security interest in all accounts receivable and inventory of the Debtor. No other creditor has a secured interest in the Cash Collateral. The Debtor and First National Bank have agreed to a stipulated order authorizing the Debtor's use of cash collateral from June 1, 2018 through July 31, 2018 in accordance with the projections and budget. The Budget includes a potential lump sum payment of franchise and royalty fees the Debtor may be ordered to pay that were previously approved by the Court but not paid by the Debtor. Under the proposed stipulated order: (a) The Debtor will be authorized to use Cash Collateral for the period from June 1, 2018 through July 31, 2018 pursuant to the budget. (b) First National Bank will be granted a replacement lien and security interest upon the Debtor's postpetition assets with the same priority and validity as First National Bank's prepetition liens to the extent of the Debtor's postpetition use of the proceeds of Lender's prepetition collateral. (c) To the extent the Adequate Protection Liens prove to be insufficient, First National Bank will be granted superpriority administrative expense claims under section 507(b) of the Bankruptcy Code. (d) The Debtor will pay First National Bank $15,500 each month (by the 7th of June and 7th of July) as additional adequate protection. (e) The Debtor will provide First National Bank by the 20th of each month: (i) a report disclosing the payments made to third parties by Debtor and/or on behalf of Debtor for the previous month; (ii) a budget variance report, reporting actual expenditures and identifying any variances from the Budget for the previous month; (iii) balance sheet; (iv) profit and loss statement; and (v) an accounts receivable aging report. (f) Any fees and expenses which are incurred or become due and owing to Jensen Dulaney or Wadsworth Warner Conrardy will not be paid until Bankruptcy Court approval. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/cob17-16031-232.pdf About Ibex, LLC Ibex, LLC -- http://www.rightathome.net/colorado-springs-- is a locally owned and operated franchise office of Right at Home Inc., a senior home care and staffing company providing care since 1995. The Company's mission is to improve the quality of life for those it serves by providing high quality in-home caregivers. The Company provides Alzheimer's care, companionship, physical assistance and respite care services. Ibex, LLC, based in Colorado Springs, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-16031) on June 29, 2017. In the petition signed by Peter Vanderbrouk, managing member, the Debtor disclosed $111,012 in assets and $3.44 million in liabilities. The Hon. Elizabeth E. Brown presides over the case. David J. Warner, Esq., at Wadsworth Warner Conrardy, P.C., serves as bankruptcy counsel to the Debtor. Jensen Dulaney LLC is the Debtor's special counsel. BiggsKofford, LLC as accountant. IHEARTMEDIA INC: Plan Discloses Restructuring Support Agreement --------------------------------------------------------------- iHeartMedia, Inc. and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement relating to their joint chapter 11 plan of reorganization. The proposed Plan achieves a value-maximizing restructuring that comprehensively addresses the Debtors' funded debt obligations and positions their businesses for continued growth and long-term success. As a result of extensive negotiations with groups representing their primary stakeholders, the Debtors entered into a restructuring support agreement on March 16, 2018. As a result, the transactions embodied by the Plan enjoy the support of Holders of nearly $12 billion of outstanding debt obligations across the Debtors' capital structure (including outstanding indebtedness held by the Debtors and their Affiliates), as well as the Debtors' equity sponsors. The Plan will reduce the Debtors' funded debt by nearly two-thirds--approximately $10.3 billion--and will result in the separation of the iHeart business and CCOH businesses through either a Tax-Free Separation or a Taxable Separation. The broad consensus embodied in the Restructuring Support Agreement provides a sound foundation for the Debtors' Chapter 11 Cases to proceed in an efficient, cost-effective, and value-maximizing manner. As a broad overview, the Plan provides for a global compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan, and contemplates that: * the iHeart business and CCOH businesses will be separated through either a Tax-Free Separation or a Taxable Separation; * Reorganized iHeart will emerge from chapter 11 with New Secured Debt of $5.75 billion that will be secured by substantially all assets of Reorganized iHeart with a 5–7-year maturity, as well as a new ABL facility that will, among other things, provide working capital and fund distributions under the Plan; * Senior Creditors collectively will share in (i) 100% of iHeart's equity interests in CCOH (as separated from iHeart), (ii) $5.55 billion of the New Secured Debt, (iii) all Excess Cash, and (iv) 94% of the equity in Reorganized iHeart; * Holders of Unsecured Debt Claims will receive their Pro Rata share of (i) $200 million of the New Secured Debt and (ii) 5% of the equity in Reorganized iHeart; and * Holders of iHeart Interests will receive 1 percent of the equity in Reorganized iHeart. To effectuate the CCOH Separation, on the Effective Date, the Reorganized Debtors will distribute 100% of the CCOH Interests held by the Debtors to applicable Holders of Allowed Term Loan Credit Agreement Claims and Allowed PGN Claims. The approximately 10.5% of CCOH Interests that are publicly traded on the New York Stock Exchange will remain outstanding. The distribution of CCOH Interests under the Plan will be governed by the terms and conditions set forth in the Plan applicable to such distribution and by the terms and conditions of the instruments evidencing or relating to such distribution, which terms and conditions shall bind each Entity receiving such distribution. The formulation of the Plan is a significant achievement for the Debtors in the face of lengthy and hard-fought negotiations. The Debtors strongly believe that the Plan is in the best interests of the Debtors' Estates, and represents the best available alternative at this time. Given the Debtors' core strengths, including their industry-leading platforms, audiences, and strong ongoing revenue flow, the Debtors are confident they can efficiently implement the restructuring set forth in the Plan to ensure their long-term viability and success. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb18-31274-552.pdf About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities, and a total stockholders' deficit of $11.67 billion. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson LLP as conflicts counsel; Moelis & Company and Perella Weinberg Partners L.P as financial advisors; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice & claims agent. The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. The Office of the U.S. Trustee for Region 7 on March 21 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc. and its affiliates. The Committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel, FTI Consulting, Inc., as its financial advisor, and Jefferies LLC as its investment banker. ILD CORP: Plan and Disclosure Statement Hearing Set for June 5 -------------------------------------------------------------- Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving ILD Corp. and affiliates' amended disclosure statement with respect to an amended chapter 11 plan dated April 3, 2018. Creditors and other parties in interest must file their ballots accepting or rejecting the Plan no later than 12 days before the date of the Confirmation Hearing. June 5, 2018 is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 1:30 p.m., in 4th Floor Courtroom A, 300 North Hogan Street, Jacksonville, Florida. Any objections to the Disclosure Statement or Confirmation must be filed and served seven days before the confirmation hearing. About ILD Corp. Founded in 1996, ILD Corp., formerly ILD Telecommunications, Inc. -- http://www.ildteleservices.com-- is a payment processor for online transactions between merchants and consumers of digital goods and communications services. Through contractual relationships with telecommunications companies, including AT&T and Verizon, ILD enables approved merchants the ability to offer their customers the option of billing products and services directly to a home or business phone bill, providing a safer payment method for consumers and expanding the potential customer base for businesses. Headquartered in Ponte Vedra, Florida, ILD has agreements with virtually all local phone companies in North America, reaching in excess of 150 million consumers and businesses across the continent. ILD's customers include more than 200 service providers including EarthLink, LiveDeal, Eversites, Juno, NetZero, People PC and Privacy Guard. ILD Corp. and its affiliates (Bankr. M.D. Fla. Lead Case No. 17-03506) filed for Chapter 11 bankruptcy protection on Sept. 29, 2017. In the petitions signed by Edward H. Brooks, executive vice-president, chief financial officer, ILD Corp. estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. Judge Paul M. Glenn presides over the case. Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the Debtors' bankruptcy counsel. INFINITY CUSTOM: Dias Buying Winter Park Property for $1.8 Million ------------------------------------------------------------------ Infinity Custom Homes, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the parcel of real property located at 1761 Legion Drive, Winter Park, Florida to Daniel Dias for $1,795,000. The Debtor holds fee simple title to the Property, which is encumbered by a first mortgage lien in favor of Patch of Land Lending, LLC in the amount of $l,057,835. On May 7, 2018, the Debtor received a purchase offer from the Purchaser for the Property. The Purchaser's offer is memorialized in a residential contract for sale and purchase which contemplates that the Debtor will sell the Property to Purchaser, for a total purchase price of $1,795,000. The Sale Contract further provides that the closing date for the purchase of the Property will, subject to Court approval, take place on June 22, 2018. The sale will be free and clear of all liens, claims, encumbrances and interests of any kind, with such liens, claims and encumbrances to attach to the net proceeds thereof. The Debtor asks the Court to authorize it to hold in escrow the net proceeds from the sale of the Property pending further order of the Court; and to pay all closing expenses in connection therewith. A copy of the Sale Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Infinity_Custom_75_Sales.pdf There is no question that the sale of the Property represents the sound business judgment of the Debtor, and that it has satisfied one or more of the conditions enumerated in section 363(f). The Purchaser: Daniel Dias 1837 Winclermere Dr. NE Atlanta, GA 30324-4917 The Creditor: PATCH OF LAND LENDING, LLC c/o Kelvin Munemitsu, VP Ops 15165 Ventura Blvd, Ste 200 Sherman Oaks, CA 91403-3373 About Infinity Custom Homes Infinity Custom Homes, LLC, headquartered in Winter Park, Florida, is engaged in activities related to real estate. Its principal assets are located at 1761 Legion Drive; 1550 Hibiscus Avenue; 1640 Oneco Avenue; and 130 W. Lake Sue Avenue. Infinity Custom Homes, LLC, based in Winter Park, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00622) on Feb. 2, 2018. In the petition signed by David P. Croft, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine, LLP, serves as bankruptcy counsel to the Debtor. ING'S PEAK: DTE Buying All Assets for $17.5 Million --------------------------------------------------- King's Peak Energy, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of substantially all assets to Headwaters E&P, LLC or its assignee, DTE O&G, LLC, for $17.5 million, subject to adjustments. The Debtor is an independent energy company engaged in the exploration, development, production and sale of crude oil and natural gas in Wyoming and Utah. It owns 12 producing wells in five fields in Uinta County, Wyoming. It owns two active wells in a single field in Summit County, Utah. The Debtor also has two disposal wells in Utah. The vast majority of the Fields is located on federal land, the lessors being governmental entities (including The United States of America Department of the Interior (BLM), U.S. Department of Agriculture (US Forest Service). The Fields are unitized. The Debtor owns a Field-weighted average of approximately 96% of the working interests and has a Field-weighted average net revenue interest (after royalties and overrides) of approximately 79%. The Debtor is a party to a Senior Secured Credit Agreement dated as of Nov. 3, 2014 between the Debtor as Borrower and Macquarie Bank, Ltd ("MBL"). As of June 17, 2017, the Debtor was indebted to MBL in the principal amount of $18,588,080, plus interest in the amount of $144,285 (for a total of $18,732,364), and attorneys' fees and costs incurred prior to the Petition Date. The default interest rate triggered by the prepetition default of the Debtor is LIBOR plus 9%. The Credit Facility is secured by substantially all of Debtor's assets. MBL is the only party with an interest in cash collateral. The first interim order was entered after a first day hearing which provided for no payments to Proven Petroleum, Inc. under the Proven Contract Operating Agreement. In part because of MBL's long-standing dissatisfaction with the financial data provided by Proven in relation to Proven's operation of the Fields, MBL proposed and the Debtor agreed that the Debtor would retain a chief restructuring officer ("CRO") to oversee operations and the restructuring process. The appointment of a CRO also resolved any possible conflict resulting from the involvement of Proven's president, John Teff, in the Debtor's affairs. On Aug. 21, 2017, the Debtor filed its Application to Employ Chief Restructuring Officer to employ Mr. F. Robert Tiddens as CRO. Mr. Tiddens commenced his duties on Aug. 28, 2017. The Debtor, through the efforts of Mr. Tiddens, has established agreeable working relations with its vendor creditors, has brought postpetition past-due amounts current and has maintain credit terms with at least of majority of the Debtor's vendors. As a result, no creditors have filed any pleadings with the Court concerning non-payment of postpetition invoices or other matters. Additionally, Mr. Tiddens and his team smoothed over the rough spots that had previously existed with the regulators. Since the retention of Mr. Tiddens, Debtor and MBL have worked cooperatively to ensure that all field vendors are paid timely for any goods and services supplied after the Petition Date. The CRO has evaluated various options that might be available for an exit from chapter 11, including a reorganization or a sale. The Debtor does not believe it could obtain financing sufficient to pay MBL in full because such payment would require at greater than 100% financing, which is not available. The CRO also evaluated whether a plan of reorganization funded by operating income was likely to be feasible and concluded it was not. The Debtor has determined that a Section 363 sale followed by a distribution plan is in the best interests of the estate and its creditors. The Debtor assumes that MBL would oppose any cramdown plan, and many factors argue against a cramdown attempt. Extensive negotiations with Headwaters over the past several months have culminated in an agreement to purchase the Assets that Mr. Tiddens has determined represents the highest reasonably attainable, while at the same time preserving the prospect of higher offers up to the entry of an order granting the Motion. In January 2018, Debtor and Headwaters entered into a letter of intent. In consideration of the offer amount, the Debtor agreed to a "window-shop" clause. The Debtor and Headwaters subsequently negotiated a purchase and sale agreement. The actual purchasing party is DTE O&G. LLC, the assignee of Headwaters. The Debtor seeks approval to close a sale under and in conformity with the PSA. In addition, the Debtor retained Meagher Energy Advisors ("MEA") as its broker. As to Headwaters/DTE, MEA's role is to advise the Debtor concerning price and other terms, assist with due diligence issues and prepare a reserve report. In this role, it has assisted in preparing a due diligence data room that would be available should a wider sales process be required. The Debtor's Fields are located in Uinta County, Wyoming and Summit County, Utah, and, along with related equipment and infrastructure, comprise substantially all of the Debtor's assets. The material terms of the PSA are: a. Purchase Price: $17.5 million, subject to certain adjustments. Additionally, DTE is to replace all bonding, which will have the effect that all bonding collateral will be remitted to the Debtor subject to interests and liens, particularly the MBL liens upon the bonding cash collateral. b. Agreements with Management (6004-1(d)(A)): DTE has no agreements with management of the Debtor. As part of the Motion, the Debtor asks approval of certain incentive compensation to Mr. Tiddens that MBL has agreed to. c. Releases (6004-1(d)(B)): No claims are waived, released or otherwise satisfied. The purchase and sale agreement limits damages to the amount of the earnest money deposit. d. Private Sale/No Competitive Bidding (6004-1(d)(C)): An auction is not contemplated. The Debtor has agreed not to solicit or initiate discussions regarding a competing offer; however, the PSA does not prohibit the Debtor from pursuing another transaction provided that the counterparty to the transaction initiates the discussions with the Debtor without any solicitation by the Debtor. While the virtual data room maintained by MEA is not open, a duplicate of all information in the data room is available to all inquiring parties through the Debtor. e. Closing and Other Deadlines (6004-1(d) (D)): The Closing of the transaction must occur no later than 30 days after entry of the Sale Order. The Deposit must be delivered within five Business Days of the execution of the PSA. DTE has 20 days after the date upon which the Sale Order is entered during which to complete its due diligence investigation. DTE has until seven Business Days after the end of the Due Diligence Period to deliver a Defect Notice to the Debtor. f. Good Faith Deposit (6004-1((d)(E)): DTE has made an earnest money deposit of $850,000 as required by the PSA, being 5% of the Purchase Price. g. Use of Proceeds (6004-1(d)(G)): Not applicable. All sale proceeds, except for customary closing costs, accrued and unpaid post-petition taxes owed by the Debtor under the PSA, Mr. Tiddens' approved compensation and MEA’s commission, will be distributed under a plan of reorganization. The DIP Facility Pay-off will be made at closing as well. h. Requested Findings as to Successor Liability (6004-1(d)(K)): Successor liability limitations conforming to and based upon relief previously granted by the Court are sought. i. Tax Exemption (6004-1(d) (H)): Not applicable. j. Sale Free and Clear of Unexpired Leases (6004-1(d)(L)): Not applicable. k. Credit Bid (6004-1(d)(M)): Not applicable. l. Relief from Fed. R. Bankr. P. 6004(h) (6004-1(d)(N)): As requested, the proposed Sale Order contains a provision that such order will become effective immediately upon entry pursuant to Bankruptcy Rules 6004(h) and 6006(d), rather than being stayed until the entry of 14 days after the entry of the Sale Order. m. Contracts and Leases. The Debtor will assume and assign certain executory contracts and unexpired leases pursuant to a Designation Notice to be delivered by the Purchaser. The Debtor is not aware of any cure amounts or other defaults under any possible Purchased Contract. The Debtor is unaware of any holder of a preferential purchase right that applies to the sale. The title to the Assets being sold are subject to these Interests: a. Royalties and overriding royalties, reversionary interests and other burdens of record at the Effective Time, except for the NPI; b. All leases, unit agreements, pooling agreements, operating agreements, Hydrocarbon production sales contracts, division orders and other contracts, agreements and instruments applicable to the Assets; c. Transfer Requirements applicable to the Assets; d. Liens for current Taxes or assessments not yet delinquent; e. Materialman's, mechanic's, repairman's, employee's, contractor's, operator's and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent), or, if delinquent, (i) being contested in good faith by appropriate actions, or (ii) which will attach to the sale proceeds at closing pursuant to the Sale Order; f. Rights of reassignment arising upon final intention to abandon or release the Assets, or any of them; g. Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations; h. All rights reserved to or vested in any Governmental Body to control or regulate any of the Assets in any manner and all obligations and duties under all applicable Laws, or under any franchise, grant, license or permit issued by any such Governmental Body; i. Any encumbrance on or affecting the Assets which DTE expressly assumes, bonds or pays at or prior to Closing or which is to be and is discharged at or prior to Closing; j. Calls on Hydrocarbon production under existing Contracts; k. Any other liens, charges, encumbrances, defects or irregularities which do not, individually or in the aggregate, materially interfere with the use or ownership of the Assets subject thereto or affected thereby (as currently used or owned), which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating oil and gas properties; and l. Liens granted under applicable joint or unit operating agreements. Other than Permitted Liens, there are three categories of lienholders: MBL; holders of alleged well liens; and taxing authorities. The sale proceeds will be sufficient to pay in full holders of alleged well liens (whose claims are Vendor Claims) and the liens securing any past due taxes actually owed by the Debtor, and the proposed sale order provides for such liens to attach to the sale proceeds. The Debtor does not propose to sell the Assets free and clear of the lien for taxes not yet due and payable. As to the lien of MBL, MBL consents to the sale, and to the attachment of its lien rights securing the prepetition claim of MBL under the Credit Facility (exclusive of the amounts due under the MBL DIP facility, which are to be paid at Closing) to the sale proceeds. All purported lienholders are identified on Exhibit B, together with the alleged amounts due. The Debtor also asks approval of the assumption and assignment of the Purchased Contracts in connection with the sale. All counterparties to executory contracts and unexpired leases that the Debtor might seek to assume and assign have been served with of the Motion. After careful evaluation, the CRO has determined a plan of reorganization would be difficult to confirm over the objection of MBL. MBL has indicated it does not favor a plan except in connection with a sale. The CRO has also determined, after investigation, that the price to be paid by DTE is a favorable one, and that a more extensive sale process, which could cause DTE to withdraw as a bidder, may not yield as good a price. Further, the price is acceptable to MBL, and MBL, in return for the certainty of a sale, has agreed to various payments from its collateral for the benefit of the estate and other creditors. Based upon the foregoing, the sale of the Assets is in the best interests of the Debtor, its estate, and its creditors, and is based upon sound, reasoned and informed business judgment warranting the Court's approval. The Debtor also asks to sell its assets free and clear of all liens, claims, encumbrances, and other interests. Pursuant to the MEA Approval Order, the Debtor is required to request authority to pay MEA in the Motion. It asks (a) authorization to pay MEA the Commission upon the Closing of the sale, and (b) final allowance of the engagement fee of $50,000, being the amount previously paid to MEA pursuant to the Engagement Agreement. The closing of the sale and receipt of the sale proceeds will not provide sufficient funds to the Debtor with which to pay the MBL debt in full. Notwithstanding this fact, it proposes, and MBL has agreed, that Mr. Tiddens, at Closing, be paid an incentive fee, and Debtor (along with MBL) asks approval of the Tiddens Sale Fee within the Sale Order. The Tiddens Sale Fee, to be paid upon Closing, is $600,000, assuming (i) the Closing of the sale and (ii) any Sale price reductions contemplated in and by the PSA being acceptable to MBL. This amount, assuming receipt of the $17.5 million Purchase Price would be 3.42857% thereof, which is a reasonable figure and has been approved by the Debtor and MBL. Finally, the Debtor asks that the order approving the Motion becomes effective immediately upon entry pursuant to Bankruptcy Rules 6004(h) and 6006(d). The PSA requires Closing within 30 days after entry of the Sale Order, but the parties ask the abrogation of the stay provided for by Bankruptcy Rules 6004(h) and 6006(d) so that they can be free to effect Closing on an earlier date. A copy of the PSA and the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Kings_Peak_306_Sales.pdf The Purchaser: DTE O&G, LLC Attn: March Kimmel, CEO 110 Broadway, Suite 215 San Antonio, TX 78217 Telephone: (210) 444-1222 E-mail: mkimmel@xanthuscapital.com The Purchaser is represented by: J. Ryan Sacra, Esq. CONNER & WINTERS, LLP 4000 One Williams Center Tulsa, OK 74172 Telephone: (918) 586-8528 Facsimile: (918) 586-8628 E-mail: RSacra@cwlaw.com About King's Peak Energy King's Peak Energy, LLC is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. It is an independent energy company engaged in the exploration, development, production and sale of crude oil and natural gas in Wyoming and Utah. The company owns 12 producing wells in five fields in Uinta County, Wyoming. It also two active wells in a single field in Summit County, Utah. Further, it owns Debtor also has two disposal wells in Utah. The vast majority of the Fields are located on federal land, the lessors being governmental entities. The Fields are unitized. The Debtor owns a Field-weighted average of approximately 96% of the working interests and has a field-weighted average net revenue interest (after royalties and overrides) of approximately 79%. King's Peak Energy, LLC sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-16046) on June 29, 2017. Judge Elizabeth E. Brown is assigned to the case. In the Chapter 11 petition signed by Fred Soliz, manager/member, the Debtor estimated assets and liabilities in range of $10 million to $50 million. The Debtor tapped Andrew D. Johnson, Esq., and Christian C. Onsager, Esq., at Onsager | Fletcher | Johnson, LLC, as counsel. INPIXON: Amends 2018 Stock Plan and Adopts Option Agreements ------------------------------------------------------------ The board of directors of Inpixon adopted the Amendment No. 1 to the 2018 Employee Stock Incentive Plan to, among other things, (i) reduce the limit on the aggregate fair market value of incentive stock options to $100,000 in accordance with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, and (ii) remove the limit on the amount of stock options that can be issued under the Plan, which are not treated as incentive stock options. Adoption of Option Agreements The Company has adopted forms of the incentive stock option agreement and the non-qualified stock option agreement, which will be used as templates for future stock option grants to be awarded to eligible persons under the Plan. These agreements contain terms that are consistent with the Plan. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of March 31, 2018, Inpixon had $25.15 million in total assets, $26.26 million in total liabilities and a total stockholders' deficit of $1.11 million. Marcum LLP, in New York, the Company's auditor since 2012, 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 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. INPIXON: Falls Short of Nasdaq's Minimum Bid Price Requirement -------------------------------------------------------------- Inpixon received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on May 17, 2018, indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days beginning on April 5, 2018 and ending on May 16, 2018, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until Nov. 13, 2018, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its common stock will be subject to delisting. The Notice does not result in the immediate delisting of the Company's common stock from the Nasdaq Capital Market. The Company intends to monitor the closing bid price of the Company's common stock and consider its available options in the event that the closing bid price of the Company's common stock remains below $1 per share. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or maintain compliance with the other listing requirements. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of March 31, 2018, Inpixon had $25.15 million in total assets, $26.26 million in total liabilities and a total stockholders' deficit of $1.11 million. Marcum LLP, in New York, the Company's auditor since 2012, 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 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. INTERNATIONAL SEAWAYS: Moody's Rates Unsec. Notes Due 2023 'Caa1' ----------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to International Seaways, Inc.'s ("INSW") proposed senior unsecured notes due 2023. Concurrently, Moody's affirmed the company's B3 Corporate Family Rating ("CFR") and the ratings of the senior secured bank credit facilities it guarantees, including the revolving credit facility (due 2021) at Ba3 and the first-lien term loan (due 2022) at B3. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating and withdrew the B3-PD Probability of Default Rating. The ratings outlook remains negative. RATING RATIONALE The affirmation of the B3 rating reflects Moody's expectation of constrained credit metrics for some time amid persistent freight rate pressures. The company's debt-to-EBITDA is high for its operating profile following debt-funded fleet acquisitions, and is likely to remain above 7x (after Moody's standard adjustments) absent a meaningful recovery in the pricing environment, which seems unlikely in the near term. Given these factors, the rating does not anticipate further (debt) leveraging actions following the company's planned acquisition of six very large crude carriers for $434 million, including the assumption of about $305 million in debt, expected to close during the second quarter of 2018. The rating is constrained by the company's relatively small size, highly cyclical markets and vulnerability to freight rate volatility as its vessels trade primarily in the spot market. The adequate liquidity profile and company's position as a leading player in its transportation markets are positive rating considerations. The negative outlook reflects the likelihood that soft freight rate conditions will continue to weigh on earnings and cash flow over the next year, amid tanker oversupply, balanced against expectations of at least adequate liquidity as denoted by the SGL-3 rating. This is based on cash balances of over $100 million (expected following close of the transaction), an undrawn $50 million revolver and expectations of modestly positive free cash flow generation with moderating capex spend. The Caa1 rating on the proposed senior unsecured notes reflects Moody's expectation of recovery in the company's liability structure and relative position of this debt in the priority of claim, in a default scenario. The ratings could be downgraded with a material deterioration in the liquidity profile or if business conditions remain subdued and lead to weaker than expected credit metrics, including FFO + Interest to Interest sustained at 2x or lower or a lack of progress with reducing debt-to-EBITDA towards 6x. Additional debt financed acquisitions or shareholder-friendly initiatives could also drive downwards rating pressure. Upward ratings momentum could occur if INSW deploys its cash in a manner that would limit potential increases in debt, such as for fleet investments rather than shareholder returns. Improving market conditions that drive sustained growth in revenues and earnings with a financial profile that results in sustained FFO + Interest to Interest above 3x, stronger liquidity and a capital structure that is supportive of higher ratings could lead to an upgrade. Moody's took the following actions: Assignments: Issuer: International Seaways, Inc. Senior unsecured notes due 2023, at Caa1 Affirmations: Issuer: International Seaways, Inc. Corporate Family Rating, at B3 Speculative Grade Liquidity Rating, at SGL-3 Issuer: International Seaways Operating Corporation Senior Secured First Lien Term Loan due 2022, at B3 Senior Secured First Lien Revolving Credit Facility due 2021, at Ba3 Withdrawals: Issuer: International Seaways, Inc. Probability of Default Rating, Withdrawn , previously rated B3-PD The ratings outlook is negative. The principal methodology used in these ratings was Shipping Industry published in December 2017. International Seaways, Inc., a Marshall Islands corporation, is a leading provider of ocean-based transportation of crude oil and refined petroleum in the international market. It operates its business under two segments: international crude tankers and international product carriers. The company will have a fleet of 55 vessels of varying classes (pro forma), including ownership interests in 4 LNG carriers and 2 FSO vessels through joint partnerships. Total revenues were approximately $253 million as of the last twelve months ended March 31, 2018. INTERNATIONAL SEAWAYS: S&P Rates $50MM Sr. Unsecured Notes 'CCC+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating and '5' recovery rating to International Seaways Inc.'s proposed $50 million senior unsecured notes. The '5' recovery rating indicates our expectation of modest (10%-30%; rounded estimate: 15%) recovery in the event of default. The 'B+' issue-level and '1' recovery ratings on the company's existing $50 million superpriority senior secured revolving credit facility and proposed and amended $480 million senior secured first-lien term loan B, issued by OIN Delaware LLC and International Seaways Operating Corp., are unchanged. The company plans to use the proceeds of the proposed unsecured notes to help fund the announced acquisition of up to six very large crude carriers (VLCCs) tankers from Euronav NV. All other ratings on the company are unchanged. RECOVERY ANALYSIS Key analytical factors S&P said, "Our default scenario simulates a payment default caused by intensified rate competition in the international shipping market and reduced volumes due to a decline in global economic activity. Consistent with our recovery analyses on most shipping companies, we assess recovery prospects using a discrete asset valuation approach. S&P also assumed the following: -- LIBOR increases to 250 basis points at default; -- The revolver is 85% drawn at default; -- Administrative claims of 5% of enterprise value; and -- In the event of a default, the company would reorganize and emerge from bankruptcy proceedings. Simulated default scenario -- Simulated year of default: 2020 -- Methodology used: discrete asset valuation, going-concern Simplified waterfall -- Net enterprise value: $791 million -- Valuation split: 62% International Seaways; 20% VLCC unrestricted subsidiary; 12% FSO joint venture (JV); 6% liquefied natural gas JV -- Value available to first-out first-lien debt: $489 million -- Secured first-out first-lien debt claims: $44 million --Recovery expectation: 90%-100% (rounded estimate: 95%) -- Value available to second priority debt: $445 million -- Secured second priority debt claims: $466 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to unsecured debt: $29 million -- Total senior unsecured debt: $52 million -- Pari passu secured deficiency claims: $22 million -- Non-debt unsecured claims: $102 million -- Total unsecured claims: $175 million --Recovery expectations: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. Ratings List International Seaways Inc. Corporate Credit Rating B-/Negative/-- New Rating International Seaways Inc. Senior Unsecured $50 mil senior notes due 2023 CCC+ Recovery Rating 5(15%) Ratings Affirmed OIN Delaware LLC International Seaways Operating Corporation Senior Secured B+ Recovery Rating 1(95%) JC PENNEY: S&P Lowers Corp. Credit Rating to 'B', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on U.S. department store operator J.C. Penney Co. Inc. (JCP) to 'B' from 'B+'. The outlook is negative. S&P said, "We also lowered the issue-level rating on the secured debt to 'B+' from 'BB-', and the issue-level rating on the unsecured debt to 'B-' from 'B'. The '2' recovery rating on the secured debt and '5' recovery rating on the unsecured debt both remain unchanged. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 85%) recovery, and the '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 20%) recovery in the event of default. "The rating action reflects weak operating results compounded by ineffective inventory management that has been a primary contributor to margin pressure and, in our view, indicates increasing execution risk. During the first quarter of its fiscal year 2018, JCP reported supply chain issues that prevented products in its e-commerce business from flowing through its distribution centers in a timely manner. This is the third unexpected event in the past year that has resulted in a sizable inventory liquidation, and subsequent gross margin pressure. The two liquidation events last year that resulted from the meaningful store closures in the second quarter and the women's apparel reset in the third quarter--while seemingly necessary for the long-term health of the company--left the company with little room for error. "The negative outlook reflects our view that recent operational setbacks and CEO Marvin Ellison's resignation introduce increased risk to JCP successfully improving operating performance. In addition, we believe there is heightened uncertainty around the company's strategy and path forward under new leadership. We forecast leverage in the mid-5.0x area and EBITDA interest coverage in the mid-2.0x range at year end fiscal 2018 under the assumption that there are no meaningful changes to JCP's business or financial strategy over that time period. "We could lower the rating if operating performance remains challenged such that we do not expect credit metrics to meaningfully improve from the current level. This could happen if sales decline in the mid-single-digits in 2018 (compared with our forecast of a low-single-digit decline), and JCP's EBITDA margin is 100 bps below our expectation, resulting in leverage in the mid-6.0x area. We could also lower the rating if ongoing operational issues--for example persistent inventory/supply chain mismanagement or the inability to deliver on key strategic initiatives in home, beauty, and apparel--lead us to view JCP's business less favorably. "We could revise the outlook to stable if the company operates more effectively with its healthier inventory position and avoids further operational disruptions, leading to sustained improving operating trends through fiscal 2018 and leverage at or below the mid-5.0x area. This could occur if, for instance, comparable sales are flat to modestly positive and JCP's EBITDA margin expands about 50 bps above our base-case forecast, driven by gross margin improvement. Under this scenario, in addition to establishing a track record of effective operational management, the company would have a clear long-term business and financial strategy under new management." JML INVESTMENT: Oriental Bank Prohibits Cash Collateral Use ----------------------------------------------------------- Oriental Bank asks the U.S. Bankruptcy Court for the District of Puerto Rico prohibit JML Investment, Inc., from using cash collateral and require the Debtor to segregate any and all funds received by the Debtor that are part of the rental income. Prior to the Petition Date, the Debtor and Oriental Bank entered into a number of credit relationships pursuant to which the Debtor provided as collateral to Oriental Bank assets including, among others, the Debtor's rent income of several spaces located at #58 Betances Avenue, Hermanas Davíla, Bayamon, Puerto Rico.. The Oriental Bank's collateral consists of a security interest in all rents present and future at said premises. Oriental Bank's lien extends to property (specifically rental income) of the Debtor acquired before the commencement of the case and to proceeds, products, offspring, or profits of such property, acquired by the estate after the commencement of the case to the extent provided by the security agreement executed by Oriental Bank and the Debtor. Oriental Bank does not consent to the use of cash collateral. Attorney for Oriental Bank: William Santiago-Sastre, Esq. De Diego Law Offices, PSC PO Box 79552 Carolina, Puerto Rico 00984-9552 Tel: 787-622-3942 Fax: 787- 622-3941 E-Mail: wssbankruptcy@gmail.com About JML Investment JML Investment, Inc., is a privately held company in Bayamon, Puerto Rico. The Company is a small business Debtor as defined in 11 U.S.C. Section 101(51D). JML Investment filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-01881), on April 8, 2018. In the petition signed by Jose Sabater, authorized, the Debtor estimated assets and liabilities at $1 million to $10 million. Gilbert Lopez-Delgado, Esq., at Lopez Delgado Law Office, is the Debtor's counsel. JXB 84 LLC: Exclusive Plan Filing Period Extended to July 27 ------------------------------------------------------------ The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida has extended the exclusive period for JXB 84 LLC to file a plan to July 27, 2018, and the period for solicitations to 60 days after that. The Troubled Company Reporter has previously reported that the Debtor asked for a 90-day extension of exclusivity within which to negotiate with creditors, file a plan and disclosure statement, and further time to solicit acceptances. The Debtor said that it has finally been able to open its DIP account and is collecting all post-petition rent in April, plus escrow from the foreclosure. On January 22, 2018, the Court extended the exclusivity saying: "The exclusive period for debtor to file a plan is extended to April 27, 2018 without prejudice to requesting more time if necessary; mediation is authorized and debtor may submit the local form order." Stacy Bressler was chosen as mediator, but Deutsche Bank has thus far failed to cooperate. The Debtor and Deutsche Bank have been exploring the possibilities of a consensual plan, but additional time is needed. About JXB 84 LLC JXB 84 LLC is in the real estate business. JXB 84 LLC's principal assets are located at 228 Senator St. Brooklyn, NY 11220. JXB 84 LLC (DE) filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-21785) on Sept. 27, 2017. The petition was signed by Jared Dotoli, its manager. The case is assigned to Judge Jay A. Cristol. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty P.A. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. L.S.R. INC: Taps Pierson as Legal Counsel ----------------------------------------- L.S.R., Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Pierson Legal Services as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. James Pierson, Esq., at Pierson, will charge an hourly fee of $300 per hour. The Debtor has agreed to pay the firm a retainer in the sum of $5,000. Pierson does not hold any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: James M. Pierson, Esq. Pierson Legal Services P.O. Box 2291 Charleston, WV 25328 Tel: (304) 925-2400 Email: jpierson@piersonlegal.com About L.S.R. Inc. L.S.R., Inc. owns a motel building with improvements located at 201 West 2nd Avenue Williamson, West Virginia. L.S.R. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-20221) on May 2, 2018. In the petition signed by Doyle R. VanMeter II, president, the Debtor disclosed $1.02 million in assets and $1.55 million in liabilities. Judge Frank W. Volk presides over the case. LA CASA DE PEDRO: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: La Casa de Pedro, Inc. 343 Arsenal Street Watertown, MA 02472 Business Description: La Casa de Pedro, Inc. is a restaurant that offers Venezuelan & Spanish cuisine. Owner and Executive Chef Pedro Alarcon serves dishes that highlight the traditions of his native Venezuela and broader Latin American heritage. http://lacasadepedro.com/ Chapter 11 Petition Date: May 23, 2018 Court: United States Bankruptcy Court District of Massachusetts (Boston) Case No.: 18-11916 Judge: Hon. Joan N. Feeney Debtor's Counsel: Nina M. Parker, Esq. PARKER & ASSOCIATES 10 Converse Place, Suite 201 Winchester, MA 01890 Tel: (781) 729-0005 Fax: (781) 729-0187 Email: nparker@ninaparker.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Pedro Alarcon, president, treasurer, secretary and sole director. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mab18-11916.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mab18-11916_creditors.pdf LA CASA DI ARTURO: Taps Morrison-Tenenbaum as Legal Counsel ----------------------------------------------------------- La Casa Di Arturo Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Morrison-Tenenbaum, PLLC 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 firm's hourly rates for partners range from $425 to $525. Associates and paraprofessionals charge $380 per hour and $175 per hour, respectively. Morrison received $16,717 as an initial retainer from the Debtor. Lawrence Morrison, Esq., a partner at Morrison, 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: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. 87 Walker Street, Floor 2 New York, NY 10013 Phone: 212-620-0938 Email: lmorrison@m-t-law.com About La Casa Di Arturo Inc. La Casa Di Arturo Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42340) on April 25, 2018. In the petition signed by Scott Giunta, president, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. LA DEE DA: Case Summary & 3 Unsecured Creditors ----------------------------------------------- Debtor: La Dee Da Corp. 243 Toylsome Lane Southampton, NY 11968 Business Description: La Dee Da Corp. is a real estate company that owns in fee simple a single family residence located at 26 Parrish Pond Lane, Southampton, New York 11968 valued by the company at $5.29 million. Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Case No.: 18-73453 Judge: Hon. Robert E. Grossman Debtor's Counsel: Stephen P. Gelfand, Esq. STEPHEN P. GELFAND, P.C. 548 West Jericho Turnpike Smithtown, NY 11787 Tel: 631-470-5300 Fax: 631-470-4302 Email: sgelfandpc@hotmail.com Total Assets: $5.29 million Total Liabilities: $2.19 million The petition was signed by Ronald Buchter, vice president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-73453.pdf LAKESHORE PROPERTIES: Projaects $13M Tree Sales for 2018 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida conducted a hearing on February 21, 2018, to consider approval of the disclosure statement filed by Lakeshore Properties of South Florida, LLC, and found that the disclosure statement contains "adequate information" regarding the plan in accordance with Section 1125(a) of the Bankruptcy Code. Therefore, pursuant to Section 1125(b), the disclosure statement is approved. Following the approval of the Disclosure Statement, the Debtor filed a Fourth Amended Disclosure Statement providing that its financial projections are based primarily on tree sales by Manuel Diaz Farms and Okeechobee Farm Lands, Inc. The 2018 sales projections for 2018 are $13,000,000.00. and consist of an estimated $7,000,000 in tree sales to the Florida Department of Transportation, $1,500,000.00 to Landstar Development Group, $1,000,000.00 to Knights Key/Marathon, Florida, $3,000,000.00 for hurricane rebuilding in the Caribbean and Florida Keys and approximately $500,000.00 for wholesale tree sales. The Debtors and Manuel Diaz Farms estimate a ten percent (10%) sales increase in 2019 over 2018 sales and a corresponding five percent (5%) increase over 2019 and 2020 sales. Based upon a three year historical analysis, it is estimated that the Okeechobee Farm Lands, Inc. receipts will approximate ten percent (10%) of Manuel Diaz Farms' tree sales for 2018, 2019 and 2020. A full-text copy of the Fourth Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-21866-97.pdf About Lakeshore Properties of South Florida Formed in 2002, Lakeshore Properties of South Florida, LLC, is a Florida Limited Liability Company engaged in activities related to real estate. Its principal assets are located in Okeechobee County, Florida. Lakeshore Properties of South Florida filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21866) on Sept. 28, 2017. In the petition signed by Manuel C. Diaz, its managing member, the Debtor estimated assets up to $50,000 and its liabilities at $10 million and $50 million. Judge Robert A. Mark presides over the case. Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A., serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. LAUREATE EDUCATION: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its ratings, including its 'B' corporate credit rating, on Laureate Education Inc. The outlook is stable. S&P said, "We affirmed our 'B+' issue-level rating on the company's senior secured credit facility and 'B-' rating on the company's senior unsecured notes. The '2' recovery rating on the senior secured credit facility indicates our expectation for substantial recovery (70%-90%; rounded estimate: 75%) in the event of a payment default. The '5' recovery rating on the senior unsecured notes reflects our expectations for modest (10%-30%; rounded estimate: 20%) recovery in the event of a payment default." Laureate provides undergraduate and graduate courses through more than 60 institutions in over 20 countries globally. The ratings affirmation for Laureate reflects its relatively high but declining leverage, low free cash flow generation, meaningful capital spending, and material exposure to regulatory, political, and currency risks. These risks are somewhat offset by the company's meaningful scale and broad geographic exposure globally, good brands and customer recognition in some of the markets in which it operates, and fair track record of enrollment growth. S&P expects the company to focus on optimizing operations in its core markets, aiming to expand strategically, and improving EBITDA margins through selective cost cuts and efficiency programs. The stable rating outlook reflects S&P's expectation that Laureate will continue to expand its business by low- to mid-single-digit percentage, improve reported margins to the mid- to high-teen percentage range, and reduce leverage to the mid-4x area in 2018 and 4x in 2019 excluding further debt reduction from pending asset sale proceeds. But its FOCF to debt will remain low in the mid-single-digit percentage area through 2019. An upgrade would be primarily predicated on Laureate pursuing a prudent financial policy prioritizing debt reduction and improvement in FOCF generation, with FOCF to debt in the high-single-digit percentage area. S&P would also look for the company to maintain stable operating performance with organic revenue growth and EBITDA margin improvement. Reduced dependence on foreign currency earnings to repay predominantly U.S. dollar-denominated debt and continued reduction in financial sponsor ownership and control would also support an upgrade. S&P could lower the corporate credit rating if it expects that Laureate's lease-adjusted leverage would increase to over 6x or if it generates FOCF below $50 million on a sustained basis. A tightening of the company's covenant cushion to below 15% could also result in a downgrade. This scenario could occur if Laureate faces significant adverse currency movements, regulatory challenges, or an economic downturn in its key markets, causing student enrollment declines, or a more aggressive financial policy. LBI MEDIA: S&P Lowers CCR to 'CC', On CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Burbank, Calif.-based LBI Media Inc. to 'CC' from 'CCC' and placed all the ratings on the company on CreditWatch with negative implications. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien senior secured notes to 'CC' from 'CCC+' with a '2' recovery rating. The '2' recovery rating indicates our expectation for substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of a payment default. "There is no change to the 'CC' issue-level rating or '6' recovery rating on the company's second-lien secured notes. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a payment default." The downgrade reflects that LBI missed its May 15, 2018, interest payment on its 8.75% cash pay and 2.75% PIK second-priority secured subordinated notes due in 2020. Some $276.4 million of principal was outstanding as of Dec. 31, 2017. The company has a 30-day grace period after the interest payment due date to make the payment before an event of default would be declared. S&P said, "While we believe that the company has sufficient liquidity to make the interest payment before the grace period expires, we also believe the company likely decided to forgo the payment to preserve cash or put pressure on its second-lien noteholders to participate in a subpar debt exchange. We also believe the nonpayment signals that a restructuring, either out of court or through an in-court reorganization, is likely imminent. The company's leverage was over 16x as of Dec. 31, 2017, and we believe its capital structure is unsustainable. Without a restructuring, we do not believe the company can meet its interest obligations over the next six months." S&P said, "We expect to resolve the CreditWatch placement by June 15, 2018, when the grace period expires for LBI's missed interest payment. We would lower the ratings to 'D' if the company fails to make the interest payment by that date, or if we expect the company to reorganize or file for bankruptcy. "In the event that LBI elects to make the interest payment within the grace period, we don't expect to raise the corporate credit rating higher than 'CCC-' because a default or distressed debt exchange, which we view as tantamount to default, appears to be inevitable within six months. In this scenario, the company would have very thin liquidity and will struggle to meet its interest obligations over the next six months. Specifically, we do not believe the company can make its next interest payment to its second-lien noteholders on Nov. 15, 2018." LEO MOTORS: Appoints Yong Chu as Vice Chairman ---------------------------------------------- Leo Motors, Inc., appointed Yong Chu as vice chairman and a director of the Company on May 21, 2018. Mr. Chu is deemed an "independent," non-employee director. The Company said there are no family relationships between Mr. Chu and any of the Company's other officers and directors. Mr. Chu served as director of the Banking Corporation of The United Central Bank from 1992 to 2015, senior advisor to Metrobank in Dallas, Texas from 1994 to 1996, and vice president covering the Asian markets for Electric Mobile Cars, LLC from 2008 to 2011. Mr. Chu is also a founder and operating owner of Venture Resources (VR) Business Brokers Firm at the Royal Lane Branch from 1989 to 1994. Additionally, Mr. Chu has served the community with roles as Chairman of the Dallas Korean community from 1984 to 1985, senior advisor to the Korean American Chamber of Commerce from 1991 to 1997, and treasury general manager of the Dallas Korean Lions Club (2X1) from 1988 to 1995. Mr. Chu is a reserve officer of the Marine Corps and licensed ocean-going navigator. Mr. Chu holds a bachelor's degree in oceanography from the Busan Fisheries College. Mr. Michael King's Appointment On May 21, 2018, the Company, appointed Michael King as a director of the Company. Mr. King is deemed an "independent," non-employee director. The Company said there are no family relationships between Mr. King and any of its other officers and directors. Mr. King has served as a director, principal, and chief economist of Princeton Research, Inc. since 1994, an investment relations firm specializing in economic analysis of public companies, equities, derivatives, and physicals or cash market trends. Since 2004 he has served as president of Trilogy and Associates, a company specializing in the development of new businesses organizing the steps necessary to put businesses together and raise finances. Mr. King holds a bachelor's degree in Economics from the University Of Pennsylvania Wharton School Of Business. About Leo Motors Leo Motors, Inc. -- http://www.leomotors.com/-- is a Nevada Corporation incorporated on Sept. 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors Co. Ltd. on July 1, 2006. Through Leozone, the Company is engaged in the research and development of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development, post R&D development such as product testing, production, and sales. Significant losses from operations have been incurred by the Company since inception and there is an accumulated deficit of $(29,776,217) as of Dec. 31, 2016. The Company said continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. DLL CPAs LLC issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has suffered recurring losses from operations and negative cash flows from operations the past two years. These factors raise substantial doubt about its ability to continue as a going concern. Leo Motors reported a net loss of US$6.41 million in 2016, a net loss of US$4.49 million in 2015, and a net loss of US$4.48 million in 2014. As of Sept. 30, 2017, Leo Motors had US$4.25 million in total assets, US$9.91 million in total liabilities and a total deficit of US$5.65 million. LEO MOTORS: Delays Filing of March 31 Form 10-Q ----------------------------------------------- Leo Motors, Inc. notified the Securities and Exchange Commission via a Form 12b-25 that it will be delayed in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2018. The Company said it has encountered a delay in assembling the financial information for the quarter ended March 31, 2018. The timely filing of the Form 10-Q has become impracticable without undue hardship and expense to the Company. About Leo Motors Leo Motors, Inc. -- http://www.leomotors.com/-- is a Nevada Corporation incorporated on Sept. 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors Co. Ltd. on July 1, 2006. Through Leozone, the Company is engaged in the research and development of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development, post R&D development such as product testing, production, and sales. Significant losses from operations have been incurred by the Company since inception and there is an accumulated deficit of $(29,776,217) as of Dec. 31, 2016. The Company said continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. DLL CPAs LLC issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has suffered recurring losses from operations and negative cash flows from operations the past two years. These factors raise substantial doubt about its ability to continue as a going concern. Leo Motors reported a net loss of US$6.41 million in 2016, a net loss of US$4.49 million in 2015, and a net loss of US$4.48 million in 2014. As of Sept. 30, 2017, Leo Motors had US$4.25 million in total assets, US$9.91 million in total liabilities and a total deficit of US$5.65 million. LEO MOTORS: Hires Turner Stone as Accountants --------------------------------------------- Leo Motors, Inc. engaged Turner, Stone & Company, LLP, to serve as the Company's independent registered public accounting firm, effective May 17, 2018. Leo Motors said that during the Company's two most recent fiscal years and through May 21, 2018, the Company did not consult with Turner regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, (b) the type of audit opinion that might be rendered on the Company's financial statements by Turner, in either case where a written report or oral advice provided by Turner that Turner determined would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues or (c) any other matter that was the subject of a disagreement between the Company and its predecessor auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively). Leo Motors was notified by L&L CPAs, PA of its resignation, effective May 1, 2018, as the Company's independent registered public accounting firm. L&L served as the auditors of the Company's financial statements for the period from July 25, 2017, through the effective date of resignation. About Leo Motors Leo Motors, Inc. -- http://www.leomotors.com/-- is a Nevada Corporation incorporated on Sept. 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors Co. Ltd. on July 1, 2006. Through Leozone, the Company is engaged in the research and development of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development, post R&D development such as product testing, production, and sales. Significant losses from operations have been incurred by the Company since inception and there is an accumulated deficit of $(29,776,217) as of Dec. 31, 2016. The Company said continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. DLL CPAs LLC issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has suffered recurring losses from operations and negative cash flows from operations the past two years. These factors raise substantial doubt about its ability to continue as a going concern. Leo Motors reported a net loss of US$6.41 million in 2016, a net loss of US$4.49 million in 2015, and a net loss of US$4.48 million in 2014. As of Sept. 30, 2017, Leo Motors had US$4.25 million in total assets, US$9.91 million in total liabilities and a total deficit of US$5.65 million. LKQ CORP: S&P Affirms 'BB' Corporate Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings today affirmed its 'BB' corporate credit rating on LKQ Corp. (LKQ). The outlook remains stable. S&P also affirmed all issue-level ratings on the company's debt and the recovery ratings are unchanged. The affirmation reflects LKQ's pending acquisition of Stahlgruber GmbH, which we expect to close in the second quarter of 2018. In April, LKQ completed its offering of EUR1 billion in senior notes with an interest rate of 3.625% on EUR750 million due 2026 and 4.125% on EUR250 million due 2028. S&P said, "The stable outlook on LKQ reflects our belief that management will pace the company's future acquisitions such that it maintains debt leverage of less than 4.0x and a FOCF-to-debt ratio of more than 10% over the next 12 months. "We could lower our ratings on LKQ if the company's debt-to-EBITDA moves above 4x or its FOCF-to-debt ratio falls below 10% on a sustained basis because of operating problems, a loss of business, the company's inability to efficiently integrate its acquired properties, or other adverse market conditions, such as an unfavorable change in how auto insurers fulfill their collision claims. "To upgrade LKQ, we would need to believe the company's EBITDA margins will approach historical levels (of about 14%-15%) on a sustained basis as it integrates its recent acquisitions without significant missteps. The company would also need to realize operating synergies from its acquisitions, requiring management to maintain their strategic focus. Moreover, we would need to believe the company's strategic business and financial policies and governance and capital structure are consistent with a higher rating. Additionally, LKQ would have to continue to maintain debt leverage in the 2x-3x range and a FOCF-to-debt ratio of more than 15%." LONGFIN CORP: Posts $7.39 Million Net Loss in First Quarter ----------------------------------------------------------- Longfin Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $7.39 million on $54.25 million of total revenue for the three months ended March 31, 2018. For the period from Feb. 1, 2017 (inception) through March 31, 2017, the Company reported net income attributable to common stockholders of $19,000 on $702,000 of total revenue. As at March 31, 2018, Longfin had $182.24 million in total assets, $50.61 million in total liabilities and $131.63 million in total equity attributable to parent. As of March 31, 2018, Longfin had $4.4 million in cash and $31 million in accounts receivable. "Since our inception, we have financed our operations primarily through equity issuances and cash generated from our operations," Longfin stated in the SEC filing. Our principal uses of cash in recent periods have been funding our operations." On Dec. 12, 2017, the Company sold 1,140,989 shares of its Class A Common Stock pursuant to Regulation A of the Securities Act of 1933 at a price of $5.00 per share. Net proceeds from the Public Offering totalled $4.9 million, net of cash offering expenses of $0.8 million. Going Concern The Company has limited operating history and experienced a net loss of $34 million since its inception. The Company operates primarily in structured trade finance and providing technology services and its operating costs are primarily related to the cost of providing those services, employee compensation and administrative expenses. On Jan. 22, 2018, pursuant to a Securities Purchase Agreement entered into between the Company and an institutional investor, the Company agreed to sell and issue (1) (i) Senior Convertible Notes to the Investor in the aggregate principal amount of $52,700,000, consisting of a Series A Note in the principal original issuance discount amount of $10,095,941 and (ii) a Series B Note in the principal amount of $42,604,059, and (2) a Warrant to purchase 751,894 shares of Longfin Class A Common Stock, exercisable for a period of five years at an exercise price of $38.55 per share, for consideration consisting of (i) a cash payment of $5,000,000, and (ii) a secured promissory note payable by the Investor to Longfin in the principal amount of $42,604,059. As of April 3, 2018, the Company has received $3.7 million in net proceeds ($5.0 million net of costs of $1.3 million) related to the Note Financing and will not be able to obtain additional monies through the Note Financing until the Company files a Registration Statement to register the common shares underlying the Notes and Warrant and such Registration Statement is deemed effective by the Securities and Exchange Commission. The Company also contemplates raising money through Regulation D offering from the accredited investors. On April 6, 2018, The Nasdaq Stock Market LLC halted the trading of the Company's Class A Common Stock, which such suspension from trading continued for a period of at least five consecutive trading days, which constituted an event of default under the Note. The Company has elected to voluntary delist from Nasdaq and will seek to have its Class A Common Stock quoted for listing on an over the counter platform or the Pink Sheet market in an effort to mitigate the effects of the aforementioned default. "The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain the monies from the Note Financing and the attainment of profitable operations. These factors, which are not within the Company's control, raise substantial doubt regarding the Company's ability to continue as a going concern. Although it is unlikely that additional funding will be forthcoming pursuant to the Note Financing in light of the Default Notice, the Company intends to enter into discussions with the investor regarding the renegotiation of the terms of the Note Financing. If the Company is unable to successfully renegotiate the terms of the Note Financing, including receiving one or more waivers with respect to the ongoing default under the Notes, it would negatively impact its business and operations and could also lead to the reduction or suspension of the Company's operations and ultimately force the Company to cease operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. "Our future capital requirements will depend on many factors including our revenue growth rate, the timing and extent of spending to support further infrastructure development, the expansion of sales and marketing and international operation activities, the introduction of new product capabilities and enhancement of our platform, and the continuing market acceptance of our platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be materially and adversely affected," the Company said. A full-text copy of the Form 10-Q is available for free at: https://is.gd/pAGjHq About Longfin Longfin Corp (LFIN) is a US-based, global finance and technology company ("FINTECH") powered by artificial intelligence (AI) and machine learning. The Company, through its wholly-owned subsidiary, Longfin Tradex Pte. Ltd, delivers FX and alternative finance solutions to importers/exporters and SME's. Ziddu.com owned by the company is the only marketplace for smart contracts on the Ethereum blockchain. Ziddu Ethereum ERC20 blockchain Token uses a technology stack in which Smart Contracts run in distributed virtual machines, intended to provide solutions to warehouse / international trade financing, micro-lending, FX OTC derivatives, bullion finance, and structured products. Currently, the company has operations in Singapore, Dubai, New York and India. For the period from Feb. 1, 2017 (inception) through Dec. 31, 2017, Longfin incurred a net loss of $26.36 million. As of Dec. 31, 2017, Longfin had $178.25 million in total assets, $39.29 million in total liabilities and $138.96 million in total stockholders' equity. The report from the Company's independent accounting firm CohnReznick LLP, in Roseland, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has limited operating history and the continuation of the Company as a going concern is dependent upon the ability of the Company to obtain financing and the attainment of profitable operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Securities and Exchange Commission had obtained a court order freezing more than $27 million in trading proceeds from allegedly illegal distributions and sales of restricted shares of Longfin Corp. stock involving the company, its CEO, and three other affiliated individuals. A federal judge in Manhattan unsealed the SEC's complaint on April 6, 2018. Longfin announced in a press release dated April 24, 2018 that on April 23, 2018, Judge Denise L. Cote vacated the Temporary Restraining Order Freezing Assets and Granting Other Relief, which was entered on April 4, with respect to LongFin Corp. and Venkat Meenavalli. The Securities and Exchange Commission requested that the Court vacate the order with respect to LongFin and Mr. Meenavalli, which was consistent with the SEC's position before the Court on Friday, April 20, 2018. Longfin Corp. received a notice on April 18, 2018, from the NASDAQ Stock Market LLC, indicating that the Company does not comply with the NASDAQ Listing Rule 5250(c)(1) due to the Company not having included the signatures of a majority of the members of its Board of Directors in its Annual Report on Form 10-K for the year ended Dec. 31, 2017 that it filed with the SEC on April 2, 2018. MAHIPAL RAVIPATI: Dr. Freeman Buying Medical Practice for $60K -------------------------------------------------------------- Mahipal Ravipati asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of medical practice to Dr. William Freeman for $60,000, subject to overbid. Dr. Ravipati had an active medical practice specializing in allergy and immunology based in Huntsville, Alabama. Since Dr. Ravipati's demise, the Estate continues to operate pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. A portion of the Chapter 11 Estate consists of the medical practice as a "going business," and it will be for the benefit of the Estate to sell said practice free and clear of all liens and claims. The practice consists of all assets of the business, excluding deposit accounts, cash and receivables, but including trade fixtures, supplies, inventory, furniture, websites, trade names, trademarks, telephone numbers and all other tangible assets of the business. According to the Debtor's schedules, and to the best of the Estate's knowledge, information and belief, no entity other than the Estate or the Debtor has an interest in the practice. The Estate has negotiated a sale of the Practice to the Purchaser, subject to higher and better bids, on terms set forth in the Contract for Sale. The salient terms of the Contract are: a. Pursuant to the Agreement, the Purchaser has agreed to purchase from the Estate all of the Debtor's interest in the Practice, on an "as is" basis, for the price of $60,000, subject to the terms and conditions set forth in the Agreement. b. Said purchase price will be made payable in certified funds to "Estate of Mahipal Ravipati" and tendered at closing, to occur within 14 days after Court approval of the sale. On April 9, 2018, the Purchaser tendered to the Debtor's counsel a check for $60,000, which is currently held in trust in the law firm Sparkman, Shepard & Morris, P.C.'s IOLTA bank account, pending resolution of the sale. c. The Estate will pay from the purchase price a $6,000 commission (i.e., 10% of the purchase price) due Kendrick Steele with Sunbelt Business Brokers for his services in brokering the sale of the practice. The Estate will make this payment as a "carve out" for the commission before it pays any liens or claims that may attach to the proceeds. d. The Purchaser will be responsible for all other costs associated with the sale of the Practice. Further, the Purchaser will be responsible for obtaining, completing, submitting, and recording all necessary paperwork associated with transferring the practice, and will be responsible for payment of all costs associated with same. e. A sale free and clear of liens, claims, encumbrances and interests pursuant to Section 363(f) is necessary to maximize the value of the Practice. Should parties other than Purchaser desire to submit competing offers to purchase the Estate's interest in the Practice, those offers will be subject to thee terms and conditions: a. Pending approval of the Motion, should any competing bids be received by the Estate, an auction will be conducted at the law offices of Sparkman, Shepard & Morris, P.C., 303 Williams Avenue Suite 1411, Huntsville, Alabama, 35801 on June 8, 2018 at 11:00 a.m. b. Deposit: $60,000 c. Qualified Bid: $65,000 d. Should the Estate receive no other qualifying bids prior to the Auction date, the Estate will cancel the auction. Accordingly, then the Estate will proceed with the sale of the Practice to the Purchaser, as contemplated above, subject to approval of the Bankruptcy Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Mahipal_Ravipati_188_Sales.pdf After exploring alternatives, the Estate has determined in its business judgment that the sale of its Practice is the best method for satisfying, in part, the claims of its lenders and generating the highest value for the Practice. The practice has been marketed by the Broker and the Ravipati family for sale for several months. The Broker has advised the Estate that the practice is unlikely to bring any greater price by continued private listing or public auction due to its limited life as a "going business" since Dr. Ravipati's death. The closing for the sale is to be conducted within 14 days after Court approval of the sale and is to be held at the offices of Sparkman, Shepard & Morris, or at any other date and location mutually agreed upon by the parties. The sale is free and clear of liens, claims, encumbrances and interests. Any such pre-existing liens will attach to the proceeds of the sale of the Practice, subject to any rights and defenses of the Estate and other parties in interest with respect to such liens. Mahipal Ravipati sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 17-82502) on Aug. 24, 2017. Judge Clifton R. Jessup, Jr., is the case judge. The Debtor tapped Kevin M. Morris, Esq., and Tazewell T. Shepard, IV, Esq., at SPARKMAN, SHEPARD & MORRIS, P.C., in Huntsville, Alabama, as counsel. MANUS SUDDRETH: Trustee's Sale of Baltimore Properties Approved --------------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland authorized Charles R. Goldstein, the Chapter 11 Trustee for Manus Edward Suddreth, to sell outside the ordinary course of business the real properties (i) known as 2901 Puget Street, Baltimore City, Maryland, to Crown Joseph Corp. for $6,000; and (ii) Edgewater Avenue Parcel 0131, also known as 400 Potomac Avenue, Baltimore County, Maryland, to Blue Devil, LLC for $150,000. The Sale Hearing was held on May 7, 2018. The sale is free and clear of the Encumbrances. In the event the High Bidder fails to consummate the proposed sale on the terms and conditions of the High Bidder's Agreement, or otherwise fails to perform its obligations thereunder, the Trustee may, without further Court order, deem the High Bidder a "Defaulting Buyer," at which time the Trustee is no longer required to consummate a sale to the High Bidder and the Defaulting Buyer automatically forfeits its Deposit. The Trustee will file a Report of Sale pursuant to Federal Rule of Bankruptcy Procedure 6004(f)(1) within seven days of Closing. At Closing, the Purchase Price from the sale of the Baltimore City Property will be distributed as follows: a. all real estate taxes, assessments, water or sewer charges, gas, electric, telephone, other utilities and other similar obligations owed by the Debtor in connection with the Baltimore City Property up to but not including the date of Closing; b. a carveout equal to 20% of the gross proceeds of sale will be paid to the Trustee for the benefit of the bankruptcy estate; c. the fixed fee earned by the Trustee's real estate consultant and advisor, A&G Realty Partners, LLC, in the amount of 3% of the gross proceeds of sale; and d. the remaining proceeds of sale to C&G Properties, LLC. 15. At Closing, the Purchase Price from the sale of the Baltimore County Property will be distributed as follows: a. all real estate taxes, assessments, water or sewer charges, gas, electric, telephone, other utilities and other similar obligations owed by the Debtor in connection with the Baltimore County Property up to but not including the date of Closing; b. a carveout equal to 20% of the gross proceeds of sale will be paid to the Trustee for the benefit of the bankruptcy estate; c. the fixed fee earned by A&G in the amount of 3% of the gross proceeds of sale; and d. the remaining proceeds of sale to Rosalie Mary Burdyck or her designee. The Trustee will hold all funds paid to the Trustee for the benefit of the bankruptcy estate pursuant to Paragraphs 14(b) and 15(b) pending further order of the Court entered subsequent to entry of the Sale Order. No payments, other than those set forth will be made from the Purchase Price at Closing on the sale of the Properties. The sale(s) of the Properties is not subject to avoidance pursuant to section 363(n) of the Bankruptcy Code. After the Closing, a copy of the Sale Order may be filed with the appropriate clerk and/or recorded in the appropriate land records to cancel or release any Encumbrances of record (other than the Permitted Exceptions). The Purchaser has not assumed and is not otherwise obligated for any of the Debtor's liabilities other than those arising from the Permitted Exceptions. All time periods set forth in the Sale Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding Bankruptcy Rule 6004, the Sale Order will be effective and enforceable immediately upon entry and its provisions will be self-executing, and the Motion or notice thereof will be deemed to provide sufficient notice of the Trustee's request for a waiver of the otherwise applicable stay of the Sale Order. In the absence of any person or entity obtaining a stay pending appeal, the Trustee and the Purchaser are free to close under the Agreement at any time, subject to the terms of the Agreement. The hearing on the Motion, as it relates to the proposed sale of the properties known as 27919 Phoenix Church Road, Somerset County and Phoenix Church Road Parcel 9, Somerset County, is continued to June 4, 2018 at 11:00 a.m. A copy of the Agreements attached to the Order is available for free at: http://bankrupt.com/misc/Manus_Suddreth_474_Order.pdf About Manus Edward Suddreth Manus Edward Suddreth, the sole shareholder of W.P.I.P., Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 13-12978) on Feb. 21, 2013. On Dec. 28, 2016, the Court appointed Joseph J. Bellinger, Jr., as Chapter 11 Trustee. On July 21, 2017, the Court appointed Charles R. Goldstein as Chapter 11 Trustee. On Nov. 6, 2017, the Court entered an order authorizing the Trustee's retention of A&G Realty Partners, LLC, as real estate consultant and advisor. MARIA SANCHEZ: $100K Sale of McAllen Property to Sanchezes Approved ------------------------------------------------------------------- Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas authorized Maria Magdalena Sanchez's private sale of the real property located in Hidalgo County, Texas, more particularly described as Tract 1, All of Lot 3, Ivy Terrace Subdivision, an addition to the City of McAllen, Hidalgo County, Texas, also known as 912 N. 29th, McAllen, Texas, to Jorge A. and Stela A. Sanchez for $100,000. The sale is free and clear of all liens, interests, claims and encumbrances. The Debtor is authorized and directed to pay, only the amounts as follows: A. all reasonable, usual and customary closing costs associated with the sale of the Property pursuant to the terms of the Sale Contract; provided, however, no fees or commissions will be paid to brokers or real estate agents; B. to Inter National Bank, the indebtedness amount owed by the Debtor to Inter National Bank relating to the Tract 1 Property will be fully paid from the sale proceeds at the time of the Closing; C. to any and all entities holding first liens on the Property, the indebtedness owed by Debtor to them will be fully paid from the sale proceeds at the time of the Closing; and D. to all ad valorem taxing authorities, their tax liens, if any, on the Tract 1 Property, will be fully paid from the sale proceeds at the time of the Closing. Inter National Bank will release any and all liens on the Debtor's other property, real or personal, to the extent that such liens arise from the Tract 1 Property Loan, upon receipt of full payment of the unpaid principal, accrued but unpaid interest, attorney's fees and other fees or charges owed by the Debtor on the Tract 1 Property Loan. The net proceeds following the payment of all closing costs, all first liens, all ad valorem tax liens on the Property, will be paid to Inter National Bank. All other junior liens which are subordinate to the liens of Inter National Bank and the ad valorem taxing entities are divested by the sale. The sale is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(g). Notwithstanding anything to the contrary contained in the Sale Motion or the related Sale Contract, Buyer will take the Property subject to ad valorem tax liens which secure payment of the 2018 ad valorem taxes assessed or to be assessed against the Property, and these liens will remain until the 2018 taxes are paid in full. Maria Magdalena Sanchez, of Pharr, Texas, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 16-70518) on Dec. 5, 2016. The Debtor tapped Antonio Martinez, Jr., Esq., as counsel. MARSH SUPERMARKETS: Needs More Time to Exclusively File Plan ------------------------------------------------------------ Marsh Supermarkets Holdings, LLC, and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which only the Debtors can file a plan of reorganization and solicit acceptances of the plan through and including Sept. 5, 2018, and Nov. 2, 2018, respectively. A hearing to consider the Debtors' request is set for June 11, 2018, at 10:00 a.m. (ET). Objections to the request must be filed by May 22, 2018, at 4:00 p.m. (ET). As reported by the Troubled Company Reporter on Jan. 25, 2018, the Court extended the exclusive periods during which only the Debtors can file a plan and solicit acceptances of the plan through and including May 8, 2018, and July 5, 2018, respectively. Subsequent to the Petition Date, after conducting a thorough marketing process and an auction for their assets in accordance with certain bidding procedures approved by the Court, the Debtors sought approval of the sale of: (a) 11 stores and certain other assets to Topvalco, Inc., for a total purchase price of approximately $16 million; (b) 15 stores and certain other assets to Generative Growth II, LLC for a total purchase price of approximately $8 million; and (c) 1 store and certain other assets to Triangle Pointe Properties, LLC, for a total purchase price of approximately $150,000. The Court entered orders approving each of the Sale Transactions. The Generative Growth Sale closed on June 22, 2017; the Topvalco Sale closed on July 17, 2017; and the Triangle Pointe Sale closed on July 24, 2017. In addition to consummating the Sale Transactions, the Debtors rejected a number of their stores effective as of the Petition Date, and during the course of these Chapter 11 cases, the Debtors conducted store closing sales at the Debtors' remaining stores pursuant to interim and final orders entered by the Court on May 12, 2017, and June 5, 2017, respectively, and subsequently rejected the stores. Now that the Sale Transactions have closed and the Store Closing Sales have been completed and the related store leases have all been rejected, the Debtors are in the process of winding down their operations and affairs and these Chapter 11 cases in an orderly and efficient manner. To that end, on March 22, 2018, the Debtors and the Committee filed the Joint Plan of Liquidation of Marsh Supermarkets, LLC, and its Chapter 11 Affiliates and Their Official Committee of Unsecured Creditors and the related Disclosure Statement for the Joint Plan of Liquidation of Marsh Supermarkets, LLC, and Its Chapter 11 Affiliates and Their Official Committee of Unsecured Creditors. On April 26, 2018, the Debtors filed amended versions of the Plan and the Disclosure Statement. On May 1, 2018, the Court entered an order approving the Disclosure Statement. Pursuant to the Disclosure Statement Order, a hearing is currently scheduled for June 11, 2018, at 10:00 a.m. (ET) to consider confirmation of the Plan. The Debtors have been operating under the protections of chapter 11 for just under a year. During this time, the Debtors have worked diligently to ensure the smooth transition of the Debtors' operations into Chapter 11, to maximize the value of the Debtors' estates for the benefit of all stakeholders, and to negotiate with the Committee and draft a consensual Chapter 11 plan of liquidation, and the various related documents, including the Amended Disclosure Statement. Furthermore, the Debtors have worked with a number of their significant creditors to resolve their disputes with the Debtors and their concerns regarding the Amended Plan. Since the filing of the Exclusivity Motions, the Debtors have continued to diligently prosecute these Chapter 11 cases by, among other things: (i) evaluating additional executory contracts and unexpired leases of the Debtors; (ii) entering into settlement agreements with a number of significant creditors, that, among other things, resolve a number of disputes in a timely and efficient manner and without the costs and risks associated with litigation; and (iii) continuing to perform a number of tasks related to the wind down of the Debtors' operations and affairs and the prosecution of the Amended Plan and the transactions contemplated thereby. The Debtors say that accomplishing these tasks, as well as those described above and in the Exclusivity Motions, within less than a year has been a labor-intensive process, fully occupying the Debtors' representatives and professionals. In light of these circumstances, the Debtors submit that the requested extensions are both appropriate and necessary. The Debtors' Chapter 11 cases are sufficiently large and complex to warrant the requested extension of the Exclusive Periods. As of the Petition Date, the Debtors owned and operated a chain of 60 grocery stores in Indiana and Ohio and employed approximately 4,400 employees. Since the Petition Date, the Debtors have already obtained approval for, and closed on an expedited basis, the Sale Transactions; completed store closing sales at their remaining locations and rejected all of the associated non-residential real property leases; rejected hundreds of unnecessary, and therefore burdensome, executory contracts and unexpired leases; and filed eight omnibus claims objections and two notices of satisfied claims. A copy of the Debtors' request is available at: http://bankrupt.com/misc/deb17-11066-981.pdf About Marsh Supermarkets Founded in 1931, Marsh Supermarkets is a retail food chain headquartered in Indianapolis, Indiana, with stores throughout Central Indiana and parts of western Ohio. A substantial majority of the stores are operating under the Marsh Supermarkets banner, and a handful of stores operate as O'Malia Food. Marsh was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP, and certain independent investors. Marsh Supermarkets Holding, LLC, and 15 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11066) on May 11, 2017. As of the Petition Date, Marsh operated 60 stores in Indiana and Ohio, and had a workforce of approximately 4,400 employees. The cases are pending before the Hon. Brendan Linehan Shannon. Young Conaway Stargatt & Taylor, LLP, is serving as counsel to the Debtors. Clear Thinking Group is the Debtors' restructuring advisors. Peter J. Solomon Company is the Debtors' investment banker. Prime Clerk LLC is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Bayard, P.A., and Cooley LLP as counsel. MATADOR RESOURCES: S&P Raises CCR to 'B+', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Dallas-based exploration and production (E&P) company Matador Resources Co.'s to 'B+' from 'B'. The outlook is stable. S&P said, "At the same time, we revised our recovery rating on the company's senior unsecured debt to '2' from '3', indicating our expectation of substantial (70% to 90%; rounded estimate: 85%) recovery in the event of a payment default. "We also raised our issue rating on the company's senior unsecured debt to 'BB-' from 'B' (one notch above the corporate credit rating). "The upgrade reflects our assessment of Matador's reserve and production growth, increased exposure to oil and profitability, and our expectation it will continue to develop its acreage while keeping moderate debt metrics. Despite our expectation that Matador will outspend operating cash flows by about $200 million in 2018 (excluding the recent equity raise and acreage acquisitions), we forecast cash flows to grow such that leverage remains around 2x on average, which we view as adequate for the rating. We note that Matador has made a number of equity offerings over the years to finance acquisitions and add cash to the balance sheet to prefund capital spending, allowing it to maintain a minimal draw on its reserve-based lending facility. "The stable outlook reflects our view that Matador Resources will continue to grow its reserves and production while maintaining FFO/debt of about 50% and debt/EBITDA of about 2x under our production, cost and price assumptions. "We could lower the rating if we expected FFO/debt to approach 20% or debt/EBITDA to come close to 4x with no near-term remedy, or if liquidity deteriorated. This would most likely occur if commodity prices were to significantly weaken, the company did not meet our oil production growth expectations, or if capital spending exceeded cash flows by significantly more than currently contemplated." An upgrade would be possible if Matador Resources continues to improve its operational performance such that the scale of its reserves and production in line with 'BB-' rated peers (including increasing the content of its proved developed reserves and reducing exposure to natural gas), while maintaining adequate liquidity and FFO/debt above 45%. MATRIX BROADCASTING: Court Authorizes Use of Cash Collateral ------------------------------------------------------------ Bankruptcy Judge Barbara J. Houser issues the Court's findings of fact and conclusions of law in support of the final order authorizing Debtors Matrix Broadcasting, LLC and Matrix Broadcasting Holdings, LLC to use cash collateral. The Debtors are party to a certain Credit Agreement, dated May 9, 2014, between Matrix, as borrower, Holdings, as guarantor and additional loan party, Atalaya Administrative LLC, as administrative agent, and certain other lenders (the "Senior Lenders"), pursuant to which the Senior Lenders made a loan (the "Term Loan") to the Debtors in the original principal amount of $5,263,546.10. The purpose of the Term Loan was to finance Matrix's acquisition of the Stations. As of the Petition Date, the Debtors were current in their payment obligations under the Loan Documents, and no known Event of Default had occurred under the Loan Documents as of the Petition Date. The Debtors' obligations under the Loan Documents are secured by valid, binding, enforceable, and unavoidable Prepetition Liens on substantially all of the Debtors' assets, all cash, cash equivalents, and other proceeds of such collateral that constitute "Cash Collateral." The Court holds that the Debtors have an immediate and critical need to use Cash Collateral to continue the operation of their business and to effectuate a plan of reorganization. Without use of such funds, the Debtors will not be able to pay their direct operating expenses and obtain goods and services needed to carry on their business during this sensitive period in a manner that will avoid irreparable harm to the Debtors' estates. At this time, the Debtors' ability to use Cash Collateral is vital to the confidence of the Debtors' vendors, advertisers, employees, stakeholders, and other parties in interest, and to the preservation and maintenance of the going concern value of the Debtors' estates. Atalaya has consented to the Debtors' continued use of Cash Collateral. Atalaya and the Senior Lenders have not agreed to any further use of Cash Collateral for any other purpose. In consideration of such usage, Atalaya and the Senior Lenders are entitled to adequate protection of their interests in the Cash Collateral as permitted under section 361. The Debtors and Atalaya represent that they have negotiated the Cash Collateral usage and adequate protection granted in the Final Order in good faith and at arm's length, and declare that the terms of the Final Order are fair and reasonable under the circumstances, reflect the Debtors' exercise of prudent business judgment consistent with their fiduciary duties and are supported by reasonably equivalent value and fair consideration. The bankruptcy case is in re: Matrix Broadcasting, LLC, et al., Chapter 11, Debtors, Case No. 18-31045, Jointly Administered (Bankr. N.D. Tex.). A copy of the Court's Findings dated April 30, 2018 is available at https://bit.ly/2Iyh77e from Leagle.com. Matrix Broadcasting, LLC, Debtor, represented by Keith Miles Aurzada -- Keith.Aurzada@bclplaw.com -- Bryan Cave & Michael P. Cooley -- Michael.Cooley@bclplaw.com -- Bryan Cave Leighton Paisner LLP. About Matrix Broadcasting Matrix Broadcasting, LLC owns and operates two radio stations, WZSR (105.5 FM, "The Star") and WFXF (103.9 FM, "The Fox"). The Stations are operated from Matrix's studios in Crystal Lake, Illinois. Matrix Broadcasting Holdings, LLC, which previously served as the sole member of Matrix, has no operations or assets but is a guarantor of Matrix's senior secured obligations. The Company was formed out of the 2014 acquisition by Digity Companies, LLC, of 33 radio stations from NextMedia Group Inc., which itself successfully emerged from Chapter 11 in 2010. Matrix Broadcasting, LLC, and Matrix Broadcasting Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Tex. Case No. 18-31045 and 18-31046) on March 27, 2018. In its petition signed by Peter Handy, CEO, Matrix LLC disclosed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Matrix Holdings, LLC disclosed $0 to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors tapped Michael P. Cooley, Esq., Keith M. Aurzada, Esq., and Lindsey L. Robin, Esq., of Bryan Cave LLP as bankruptcy counsel. MB FINANCIAL: Moody's Reviews (P)Ba1 Sr. Rating for Upgrade ----------------------------------------------------------- Moody's Investors Service has placed the ratings of MB Financial, Inc. (senior unsecured shelf (P)Ba1) and its lead bank MB Financial Bank, National Association (MB Financial, issuer rating Ba1) on review for upgrade following the company's announcement that it has entered into a definitive agreement to be acquired by Fifth Third Bancorp (Fifth Third, senior unsecured Baa1) for $4.7 billion. The transaction will be funded with a combination of stock and cash and is subject to shareholder and regulatory approvals. LIST OF AFFECTED RATINGS Issuer: MB Financial Bank, National Association Placed on Review for Upgrade: Baseline Credit Assessment, currently baa3 Adjusted Baseline Credit Assessment, currently baa3 Long-term Bank Deposits, currently Baa1 Stable Short-term Bank Deposits, currently Prime-2 Long-term Counterparty Risk Assessment, currently Baa2(cr) Short-term Counterparty Risk Assessment, currently Prime-2(cr) Issuer rating, currently Ba1 Stable Issuer: MB Financial, Inc. Placed on Review for Upgrade: Provisional senior unsecured shelf, currently (P)Ba1 Provisional subordinate shelf, currently(P)Ba1 Provisional Pref. non-cumulative shelf, currently(P)Ba3 Preferred stock non-cumulative, currently Ba3(hyb) Outlook Actions: Issuer: MB Financial Bank, National Association Outlook changed to Rating under Review from Stable Issuer: MB Financial, Inc. Outlook changed to Rating under Review from Stable RATINGS RATIONALE Moody's said the review for upgrade of MB Financial's ratings is prompted by MB Financial's prospective alignment with Fifth Third's established regional banking franchise and strong credit profile, and by consideration of implicit support from Fifth Third to MB Financial. MB Financial will be part of a larger, more diversified regional bank with strong operating and financial discipline. MB Financial's baa3 standalone baseline credit assessment (BCA) reflects the strength of its direct banking franchise in the Chicago metropolitan area, including good earnings diversification and a core base of retail deposits. In addition, a stable net interest margin, aided by a solid and growing proportion of non-interest-bearing deposits, and good fee generation, have contributed to a stable 0.9% net income/tangible banking assets ratio for the past three years. These factors are offset by the bank's low tangible capitalization and weaker liquidity compared to other baa-rated banks. Moody's noted recent loan growth, the bank's acquisitive profile, and a relatively high concentration in non-owner-occupied commercial real estate lending is also reflected in its baa3 BCA. Factors That Could Lead to an Upgrade MB Financial's ratings could be upgraded to the same level as Fifth Third upon closing of the transaction assuming that it would be absorbed into Fifth Third. Additional factors that could lead to an upgrade include slower loan growth from current double-digit levels and / or higher capital ratios. Factors That Could Lead to a Downgrade A termination of the planned transaction, with no material change to MB Financial's current financial profile would most likely result in an affirmation of MB Financial's current ratings with a stable outlook. Additionally, meaningful deterioration in capitalization or asset quality could result in negative rating pressure. MEHRI AKHLAGHPOUR: Trustee's $498K Sale of Property Okayed ---------------------------------------------------------- Judge Victoria S. Kaufma of the U.S. Bankruptcy Court for the Central District of California authorized Nancy J. Zamora, the Chapter 11 Trustee for the bankruptcy estate of Mehri Akhlaghpour, to sell the real property located at 16320 Gledhill Street, North Hills, California to Nick Scarano and Michelle Liu for $497,500. A hearing on the Motion was held on May 3, 2018 at 2:00 p.m. The Trustee is authorized to pay directly through the sale escrow at Encore Escrow Co., Inc.: a. The debt secured by the first deed of trust in the original principal amount of $386,919 recorded on Nov. 30, 2010 as Instrument No. 10-1733544, in favor of Fidelity National Title Insurance Co. on behalf of Wells Fargo Bank, N.A., in the estimated payoff amount of approximately $321,045, subject to a final payoff demand to be provided to Encore by Wells Fargo, referred to at exception no. 6 in the preliminary title report prepared by First American Title Co. as order number 5630553; b. The pro-rated real property taxes owed to the County of Los Angeles as of the closing date; c. The Trustee's closing costs as seller, including the broker commission of 6% of the Purchase Price, City and County transfer taxes, escrow fees, title fees, recording fees, and required reports; d. The tenant's security deposit and pro-rated rents to the Purchaser; and e. The net proceeds from the Sale Escrow to the Trustee on behalf of the Esltate. There will be no liability to the Trustee and the Trustee's professionals, in any capacity, by virtue of consummation of the sale hereinabove approved or as a result of the failure of such sale to consummate. The Property will be sold free and clear of the liens, claims, and encumbrances of Emymac, Inc.; and "as is, where is," without any representations or warranties whatsoever. The Trustee is authorized to assume and assign the "Lease" entered into between the Debtor and Ted Bunnag on May 20, 2015. The Order will be effective immediately upon entry, that the stay of the Order imposed by Federal Rule of Bankruptcy Procedure 6004(h) and any other applicable bankruptcy rules is waived, and that the effectiveness of this Order will not be affected by the 14-day statutory appeal period unless the Court enters a stay of the Order to sell the Real Property pending appeal. About Mehri Akhlaghpour Mehri Akhlaghpour filed a Chapter 11 Petition (Bankr. C.D. Cal. Case No. 17-12739) on Oct. 11, 2017, and was represented by Giovanni Orantes, Esq. The Debtor asserts an interest in six real properties: * A single family residence located at 4450 Winnetka Ave., Woodland Hills, CA 91364; * A condominium located at 26943 Hillsborough Parkway, #27, Valencia, CA 91354; * A condominium located at 5454 Zelzah Avenue, #302, Encino, CA 91316; * A single family residence located at 16320 Gledhill Street, North Hills, CA 91343; * A single family residence located at 17315 Cagney Street, Granada Hills, CA 91344; and * A condominium located at 8338 Woodley Pl. #28, North Hills, CA 91343. On Dec. 29, 2017, the Office of the United States Trustee filed a motion to appoint a Chapter 11 Trustee. The Motion was granted. On Jan. 25, 2018, Nancy J. Zamora was appointed as the Debtor's Chapter 11 Trustee. The Trustee tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as counsel; and Rodeo Realty, Inc., as real estate broker. The Court approved Rodeo Realty, Inc.'s employment as broker on March 15, 2018. MELINTA THERAPEUTICS: Will Sell $75 Million Worth of Common Stock ----------------------------------------------------------------- Melinta Therapeutics, Inc., has commenced an underwritten public offering of shares of its common stock to raise aggregate proceeds of approximately $75,000,000. All of the shares of the common stock to be sold in the offering are to be sold by Melinta. Certain of Melinta's principal and other shareholders and their respective affiliates and associates, as well as certain of Melinta's directors and executive officers, have indicated an interest in purchasing shares of the Company's common stock in the offering at the public offering price with an aggregate value of up to $50,000,000. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no shares in the offering to any of these potential investors, or any of these potential investors may determine to purchase more, fewer or no shares in the offering. Melinta intends to use the net proceeds from the proposed sale of its shares of common stock for general corporate purposes, including to invest in the Company's industry leading portfolio of antibiotics, including potential expansion of its field sales force to drive growth; invest in its supply chain to optimize manufacturing processes and improve cost of goods; fund future milestone obligations primarily related to receipt of approval of Vabomere (meropenem and vaborbactam) for European commercialization and payments to The Medicines Company as part of the infectious disease business acquisition; capitalize on potential business development opportunities; and fund working capital. J.P. Morgan and Jefferies are acting as joint bookrunners for the offering. Cantor Fitzgerald & Co. is acting as lead manager for the offering. In addition, Melinta intends to grant the underwriters a 30-day option to purchase up to an additional $11,250,000 of shares on the same terms and conditions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The shares are being offered pursuant to an effective registration statement (including a prospectus) filed with the Securities and Exchange Commission (SEC). The offering will be made only by means of the prospectus and prospectus supplement that form part of the registration statement. A preliminary prospectus supplement related 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 preliminary prospectus supplement and the accompanying prospectus relating to the shares being offered may also be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling toll-free (866) 803-9204, or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at Prospectus_Department@Jefferies.com. About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- www.melinta.com -- is a pure-play antibiotics company, dedicated to saving lives threatened by the global public health crisis of bacterial infections through the development and commercialization of novel antibiotics that provide new therapeutic solutions. Its four marketed products include Baxdela (delafloxacin), Vabomere (meropenem and vaborbactam), Orbactiv (oritavancin), and Minocin (minocycline) for Injection. It also has an extensive pipeline of preclinical and clinical-stage products representing many important classes of antibiotics, each targeted at a different segment of the anti-infective market. Together, this portfolio provides Melinta with the unique ability to provide providers and patients with a range of solutions that can meet the tremendous need for novel antibiotics treating serious infections. Deloitte & Touche LLP, in Chicago, Illinois, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company's recurring losses from operations and their need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. Melinta reported a net loss available to common shareholders of $78.17 million in 2017, a net loss available to common shareholders of $95.04 million in 2016 and a net loss available to common shareholders of $94.92 million in 2015. As of March 31, 2018, Melinta had $448.74 million in total assets, $248.91 million in total liabilities and $199.83 million in total shareholders' equity. MERITOR INC: Egan-Jones Hikes FC Sr. Unsec. Debt Rating to BB ------------------------------------------------------------- Egan-Jones Ratings Company, on May 18, 2018, upgraded the foreign currency senior unsecured rating on debt issued by Meritor, Inc. to BB from BB-. Headquartered in Troy, Michigan, Meritor, Inc. is an American corporation headquartered in Troy, Michigan, which manufactures automobile components for military suppliers, trucks, and trailers. MICHELE MAYER: Home Helper Buying Ivanhoe Property for $110K ------------------------------------------------------------ Michele Ann Mayer asks the U.S. Bankruptcy Court for the Southern District of California to authorize the short sale of the real property located at 15851 Edmiston Ave, Ivanhoe, California to Home Helpers Group Partners, LLC, for $110,000. At the time of the case filing, the Debtor was the owner of her principal residence in Lakeside, California, and 16 properties in Tulare County, California. She has sold four of The Rental Properties for profit and is holding the proceeds in a blocked account for the benefit of creditors in her Plan. The Debtor has negotiated or is in the process of negotiating "short sales" on eight of the Rental Properties. The Short Sale Properties are over-encumbered by liens and thus have no value to the estate. Furthermore, these properties are a drain on estate resources insofar as they are not receiving rental income but accrue expenses to maintain. The Debtor wishes to the Subject Property. She asks authorization from the Court to close the short sale only upon agreement from all secured lenders. The Debtor does not ask through the Motion to adversely affect any creditor without their consent. The Debtor has employed her real estate broker Cindy Coray and Modern Broker for purposes of selling the Subject Property. The fair market value of The Subject Property is $110,000. The Subject Property is a 3 bedroom, 2 bathroom, 1127 sq. ft. single-family home. It is in distressed condition, with a large yard and several old metal sheds, as well as substantial debris and overgrown foliage. The patio cover showed extensive signs of water damage. The Broker undertook extensive marketing efforts to list and to sell the Subject Property. The initially listed the Subject Property for sale at $99,000. The Broker initially received an offer of $85,000 in August of 2017, and that was the only offer received. In August 2017, both the first and second lienholders approved the $85,000 price. However, once the senior lien was transferred to Fay Servicing, the lender ordered a new appraisal and required an increase in price to $110,000 in order to maintain the approval. The Buyer agreed to increase his offer to $110,000 in order to allow the sale to close. The Buyer is a local real estate investment company owned by Dean Rogers and Luis Mota. The Broker has provided all requested documents from Wells Fargo to ensure that the transaction is an "arms-length" transaction as required, including the LLC operating agreement and articles of organization. Wells Fargo has agreed to the terms of the short sale, so long as the Buyer does not charge a commission since its principal, Mr. Mota, is a real estate broker. The Buyer has provided proof of funds to the Broker. The Broker believes the sale price is a reasonable price reflective of the fair market value of the Subject Property. The Subject Property is encumbered by two deeds of trust. The first deed of trust is in favor of Wilmington Trust, National Association, not in its individual capacity, but solely as trustee for MFRA Trust 2015-1 filed, as serviced by Fay Servicing, as a first position lien in the approximate amount of $92,738. The second position deed of trust is in favor of Wells Fargo Bank, N.A. in the approximate amount of $30,000. The total amount of encumbrances on the Subject Property is approximately $122,738. The Debtor has entered into an agreement with her lender to "short sell" the Subject Property. The agreed gross sales price is $110,000. The short sale of the Subject Property will pay the first lienholder's secured claim in full. The Debtor has reached an agreement with Wells Fargo to settle Wells Fargo's second position lien in full for $11,958. It has received an approval letter from Wells Fargo confirming the agreement. The Short Sale Approval is subject to expiration on June 22, 2018. The commissions of $3,300 are to be paid to the brokers facilitating the sale, with other liabilities and costs of sale in the amount of $558, totaling $3,858. The Debtor will receive no proceeds or compensation in any form from the proposed short sale. The estimated closing date for the short sale on the Subject Property is June 15, 2018. The Debtor agrees to provide the Office of the United States Trustee a copy of the escrow closing statement within 14 days of the close of escrow as a condition to any approval of the Motion. The Debtor asks that the Court to waive the 14-day stay of FRBP 6004(h) and authorize it to close the sale immediately upon approval. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Michele_Mayer_314_Sales.pdf About Michele Mayer Lakeside, California-based Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as counsel. She also engaged Cindy Coray and Modern Broker as her real estate broker through Aug. 31, 2018. MLRG INC: Taps McNamee Hosea as Legal Counsel --------------------------------------------- MLRG, Inc., has asked the U.S. Bankruptcy Court for the Eastern District of Virginia to either approve the employment of McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. as its legal counsel, or issue an order confirming that court approval is not required for the retention of professionals after confirmation of a Chapter 11 plan. In its motion, MLRG argued that following confirmation, a reorganized debtor may employ professionals as it deems necessary based on the fact that it is no longer subject to the bankruptcy court's jurisdiction. If the court, however, determines that an employment application is necessary, it should approve the employment of McNamee to serve as its legal counsel, according to MLRG whose plan of reorganization was confirmed on Sept. 26, 2017. The services to be provided by the firm will include assisting MLRG with the wind-down of its Chapter 11 case; assisting the company in complying with its confirmed plan; and advising the company on the legal aspects of contracts, leases and other business matters. MLRG has agreed to pay the firm a retainer in the sum of $7,500. Justin Fasano, Esq., an associate at McNamee, disclosed in a court filing that the firm's principals and associates do not represent any interest adverse to the reorganized company. McNamee can be reached through: Justin P. Fasano, Esq. McNamee, Hosea, Jernigan Kim, Greenan & Lynch, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jfasano@mhlawyers.com About MLRG, Inc. MLRG, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-13634) on Oct. 25, 2016. The petition was signed by Michael Landrum, president. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. The Debtor is represented by Todd Lewis, Esq., at The Lewis Law Group, P.C. On Sept. 26, 2017, the court confirmed the Debtor's Chapter 11 plan of reorganization. MOMENTIVE PERFORMANCE: S&P Raises CCR to 'B', Outlook Stable ------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Waterford, N.Y.-based Momentive Performance Materials Inc. to 'B' from 'B-'. The outlook is stable. S&P said, "We are also raising our issue-level ratings on the company's first-lien senior secured notes to 'B' from 'B-'. The recovery rating remains '4', indicating our expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of default. "At the same time, we are also raising our issue-level ratings on the company's second-lien senior secured notes to 'B-' from 'CCC+'. The recovery rating remains '5', indicating our expectation of modest (10%-30%; rounded estimate: 25%) recovery in the event of default. "The upgrade reflects our view of the improved end-market fundamentals in the overall silicones market leading to sustained improvement in earnings and profitability measures for Momentive. Additionally, the company has benefitted from initiatives to shift its portfolio toward more specialty value-added products. As capacity in the global silicone industry has been reduced and end-market diversity and customer demand has risen, Momentive continues to show year-over-year and quarter-over-quarter earnings improvement. Additionally, through capital investments over the past 12-24 months, Momentive has shifted its focus toward higher margin silicone and silane products, which will further lead to improved profitability measures. Momentive has continued to recognize the benefits of cost-savings initiatives, which has led to further margin improvement. With the opening of the new NXT facility in 2018, we expect continued margin improvement and earnings results leading to improved credit measures with S&P Global Ratings-adjusted leverage around 5x. "The stable outlook indicates S&P Global Ratings' expectation of a modest revenue increase during the next few years, reflecting Momentive Performance Materials Inc.'s silicone volume growth, and improved product mix. We believe that GDP plus growth in key end markets will support volume growth. We believe total adjusted debt to EBITDA will be slightly below 5x on an adjusted basis over the next 12 months. Our stable outlook does not anticipate any large debt-funded acquisitions or shareholder rewards. In addition, our base case does not factor in any IPO, a process which the company initiated but postponed in the fourth quarter of 2017. "We could lower the rating on Momentive over the next 12 months if, contrary to our expectations, adjusted debt to EBITDA approaches 7x on a sustained basis. Factors that could contribute to weaker operating performance include: even more competitive pricing actions on the part of competitors, a sharp spike in raw material costs, or a significant reduction in or loss of business with key customers resulting in a decline in EBITDA margins to 6% from the expected low-teens-percentage-range. We could also lower the ratings should the company engage in any further debt repurchases if it were our view that these purchases were not opportunistic and debt repurchases that we consider to be distressed exchange. "We could consider an upgrade if the company continues to improve operating results driven by an improved product mix and an uptick in product demand beyond our expectations. In an upside scenario, we would expect an EBITDA improvement that is 500 basis points (bps) above our base case, with adjusted debt to EBITDA trending toward 4x and FFO to debt approaching 20% over the next 12 months. Before considering an upgrade, we would need to expect financial policies to support the maintenance of this leverage level. We would also expect that liquidity would not deteriorate from current levels. In addition, we could take a positive rating action if the company revisits the IPO market, with its current sponsors reducing their current ownership levels. In this scenario, we would expect the company to use at least some portion of proceeds to reduce debt leverage." MORCENT IMPORT: June 7 Plan Confirmation Hearing ------------------------------------------------ Judge Catherine Peek McEwen entered an order conditionally approving Morcent Import Export, Inc. dba True Back's disclosure statement. Any written objections to the Disclosure Statement must be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on June 7, 2018 at 3:00 pm in Tampa, FL - Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the confirmation hearing. Objections to confirmation must be filed with the Court and served no later than seven days before the date of the confirmation hearing. About Morcent Import Export Morcent Import Export, Inc. dba True Back is a medical equipment manufacturer in Clearwater, Florida. Registered with the U.S. Food and Drug Administration and the European Union, True Back is a portable orthopedic traction device classified as a durable Class 1 medical device, bearing the CE mark, that relieves the body of daily stress, tension and discomfort. Morcent Import Export, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-09399) on Nov. 6, 2017. The petition was signed by Rodney D. Vincent, its president. The Debtor listed $36,225 in assets and $1,360,000 in total liabilities in its petition. Buddy D Ford, Esq., at Buddy D. Ford, P.A., serve as the Debtor's bankruptcy counsel. MOUNTAIN DIVIDE: DR Counterclaims Did Not Violate Sale Order ------------------------------------------------------------ Future Acquisition Company, LLC ("FAC"), Future Acquisition IV, LLC, Future Acquisition North Dakota, LLC, and Carl Price filed a "Motion to Enforce Sale Order." In their motion, Movants requested that the Court find Deep River Operating, LLC in contempt for violating an order authorizing the sale of substantially all Debtor Mountain Divide, LLC's assets to FAC entered Jan. 20, 2017, and Movants also requested that the Court impose sanctions against Deep River. Deep River opposed the motion arguing FAC and Deep River are private parties to a contract that has nothing to do with the Sale Order, that Deep River was never part of the Sale proceeding, and that Deep River is "in no way assailing, attacking, or otherwise trying to modify the Court's Sale Order." The motion came before the Court at a hearing held March 8, 2018. Upon assessment, Bankruptcy Judge Benjamin P. Hursh ruled in favor of Deep River. On August 14, 2017, FAC filed a complaint against Deep River in the U.S. District Court for the Southern District of Texas, Houston Division ("Texas Litigation"). FAC alleged that Deep River breached provisions of an Amended Joint Bid Agreement dated Nov. 3, 2016. Deep River answered the complaint and filed counterclaims alleging that FAC had breached the Bid Agreement and that FAC had tortiously interfered with Deep River's existing and prospective contracts ("Counterclaims"). Movants requested the Court employ its contempt power and find that the Counterclaims violate specific language in the Sale Order. Movants reasoned that the Deep River Counterclaims are interests under section 363(f), that the sale was free and clear of "interests" under section 363(f), and that holders of interests were "forever barred, estopped and permanently enjoined from asserting, prosecuting or otherwise pursuing such interests." Movants asserted that FAC was expressly exculpated from "any claims Deep River could assert relating to the sale of the Debtor's assets[.]" Finally, Movants refer to the Sale Order's good faith finding for purposes of section 363(m), and argued at the hearing that this finding could not be reconciled with the Counterclaims. Movants argue that this case is factually analogous to GAF Holdings, LLC v. Rinaldi (In re Farmland Indus., Inc.). In Farmland, the court dismissed GAF's complaint "for two reasons: (1) it is an impermissible collateral attack on the orders of this Court approving the procedures, validity, and finality of the sale of the Coffeyville Assets to CRLLC, and (2) it fails to state a claim upon which relief can be granted because the complaint is devoid of facts establishing essential elements of GAF's state-law claim for tortious interference with its business expectancy." In Farmland, GAF claimed, "that the Defendants conspired to prevent GAF from participating in an auction of the Coffeyville Assets and misled the Court in their efforts to obtain approval of the sale to Coffeyville Resources, LLC, thereby preventing GAF and the Farmland bankruptcy estate from realizing the true value of the refinery, which GAF estimates is close to $1 billion." Further, the "`very gist' of GAF's complaint was that the sale was improper and the result of a conspiracy, allegations that clearly conflict with the Court's findings of good faith." The Court finds that Deep River's Counterclaims do not allege that the Sale was improper, the result of a conspiracy, or that the Sale failed to maximize the value of the assets. The Counterclaims are premised upon Deep River's contractual relationship with FAC, and allege that FAC breached the Bid Agreement. Deep River also asserted two additional tortious interference claims. At the hearing, Deep River's counsel repeatedly argued that Deep River was not challenging the Sale or sales process and that it had no interest in upending the Sale. Given this argument, and the Court's own review of the Counterclaims, the record does not support concluding that the claims, in this case, mirror the claims in Farmland. Thus, the Court does not find it persuasive. This Court cannot conclude that the Counterclaims are "interests" under even the broadest interpretation of that term. The Counterclaims are not "interests" from which Movants were protected under section 363(f) and the Sale Order. Since the Texas Litigation is in its infancy, the record presented to the Court is limited. As the Texas Litigation evolves, the Counterclaims, particularly the tortious interference claims might, in fact, more closely resemble the claims in Farmland or amount to a collateral attack on the Sale Order. However, to reach that conclusion now, the Court would have to speculate or make assumptions regarding the Texas Litigation, and it is unwilling to do so. The Court cannot conclude that Movants established by clear and convincing evidence that Deep River's Counterclaims violate the Sale Order such that a finding of contempt is supported, or imposition of sanctions could be justified at this time. The bankruptcy case is in re: MOUNTAIN DIVIDE, LLC, Debtor, Case No. 16-61015-11 (Bankr. D. Mont.). A full-text copy of the Court's Memorandum of Decision dated April 30, 2018 is available at https://bit.ly/2Gz1ivi from Leagle.com. MOUNTAIN DIVIDE, LLC, Debtor, represented by JEFFERY A. HUNNES, GUTHAL, HUNNES, REUSS, THOMPSON, PC, LAURA T. MYERS, GUTHALS, HUNNES & REUSS PC & MICHAEL P. SARABIA, GUTHALS, HUNNES & REUSS OC. OFFICE OF THE U.S. TRUSTEE, U.S. Trustee, represented by NEAL G. JENSEN, UNITED STATES TRUSTEE'S OFFICE & AARON GRAHAM YORK, OFFICE OF THE US TRUSTEE. About Mountain Divide Headquartered in Cut Bank, Montana, Mountain Divide LLC owns oil and gas properties. The company was incorporated in 2012. Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont. Case No. 16-61015) on Oct. 14, 2016. The petition was signed by Patrick M. Montalban, manager. The Debtor is represented by Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C. The case is assigned to Judge Ralph B. Kirscher. The Debtor estimated assets at $1 million to $10 million and liabilities at $50 million to $100 million at the time of the filing. The Debtor hired Roberta Anner-Hughes, Esq. at Anner-Hughes Law Firm as special counsel. The official committee of unsecured creditors hired Worden Thane P.C. as legal counsel. * * * On January 20, 2017, the Bankruptcy Court authorized the Debtor to sell substantially all its assets to Future Acquisition Company, LLC, for $4 million. FAC's subsequent assignee to the sale is Future Acquisition North Dakota (FAND). The sale transaction with FAND closed on February 16, 2017. MS DIAGNOSTIC: Seeks to Hire Lo & Lo as Legal Counsel ----------------------------------------------------- MS Diagnostic Laboratory LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Lo & Lo LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; investigate assets and liabilities of its bankruptcy estate; give advice regarding claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Partner $475 Primary/Lead Counsel $475 Associate $350 Law Clerks/Paralegals $250 Prior to the petition date, Lo & Lo received $8,283 from the Debtor for its pre-bankruptcy services. Michael Lo, Esq., at Lo & Lo, disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Y. Lo, Esq. Jonathan Lo, Esq. Lo & Lo LLP 506 North Garfield Avenue, Suite 280 Alhambra, CA 91801 Phone: (626) 289-8838 Fax: (626) 380-3333 Email: bklolaw@gmail.com About MS Diagnostic Laboratory MS Diagnostic Laboratory LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-15114) on May 2, 2018. In the petition signed by Montano Geronimo, Jr., the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. MTL PUBLISHING: S&P Puts 'B+' CCR on CreditWatch Negative --------------------------------------------------------- S&P Global Ratings placed its 'B+' corporate credit rating on MTL Publishing LLC on CreditWatch with positive implications. S&P said, "At the same time, we placed our 'BB-' issue-level rating on the company's senior secured debt and our 'B' issue-level rating on its senior unsecured debt on CreditWatch with positive implications. The recovery rating on the senior secured debt is '2', reflecting our expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of default. The recovery rating on the senior unsecured debt is '5', reflecting our expectation of modest (10%-30%; rounded estimate: 15%) recovery in the event of default. "The CreditWatch placement follows the announcement that Japan-based electronics maker Sony Corp. (BBB+/Stable/A-2) plans to acquire an additional equity interest in U.S.-based music publisher MTL Publishing LLC (dba EMI Music Publishing) and make it a subsidiary. Sony plans to acquire the 60% stake of MTL it does not own for about $2.3 billion. The acquisition is subject to standard regulatory approvals, including a review by the EU. MTL expects the acquisition to close by the end of 2018 or early 2019. "The CreditWatch placement reflects our view that MTL's business prospects and credit measures will improve following the acquisition given Sony Corp.'s stronger market position and credit measures. We intend to update or resolve the CreditWatch placement over the next 90 days or earlier, if the transaction closes before then. We expect MTL to repay its debt, at which time we would withdraw our ratings on MTL." MYLA JOYCE: Taps Hoff Law Offices as Legal Counsel -------------------------------------------------- Myla Joyce Assisted Living Homes, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoff Law Offices PC 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. Jessica Lee Hoff, Esq., the attorney who will be handling the case, will charge an hourly fee of $300. Ms. Hoff disclosed in a court filing that she neither holds nor represents any interest adverse to the Debtor and its estate. Hoff Law Offices can be reached through: Jessica Lee Hoff, Esq. Hoff Law Offices PC 14 Inverness Drive East, Suite H-236 Englewood, CO 80112 Phone: (303) 803-4438 Fax: (303) 648-4478 Email: jhoff@hofflawoffices.com About Myla Joyce Assisted Living Homes Myla Joyce Assisted Living Homes, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32152) on April 27, 2018. In the petition signed by Belinda Cohen, owner, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. NATIONAL MEDICAL: Court Rejects Bid for Partial Summary Judgment ---------------------------------------------------------------- District Judge Cynthia M. Rufe denied the Plaintiffs' motion for partial summary judgment in the case captioned NATIONAL MEDICAL IMAGING, LLC, et al., Plaintiffs, v. U.S. BANK, N.A., et al., Defendants, Civil Action No. 16-5044 (E.D. Pa.). Plaintiffs National Medical Imaging, LLC and National Medical Imaging Holding Company, LLC sought to hold 10 Defendants jointly and severally liable for filing involuntary bankruptcy petitions against them in bad faith. Plaintiffs moved for partial summary judgment on collateral estoppel grounds. Plaintiffs argued Defendants should be estopped from litigating the issue of whether the involuntary petitions were filed in bad faith in light of a Florida jury's verdict that the DVI entities, U.S. Bank, and Lyon acted in bad faith in filing an involuntary bankruptcy petition against Maury Rosenberg individually, as the managing member of NMI. Collateral estoppel, or issue preclusion, "bars successive litigation of an issue of fact or law actually litigated and resolved in a valid court determination essential to the prior judgment, even if the issue recurs in the context of a different claim." In order for collateral estoppel to apply, four requirements must be satisfied: "(1) the identical issue was decided in a prior adjudication; (2) there was a final judgment on the merits; (3) the party against whom the bar is asserted was a party or in privity with a party to the prior adjudication; and (4) the party against whom the bar is asserted had a full and fair opportunity to litigate the issue in question." The party claiming the benefit of estoppel bears the burden of showing that it is appropriate. However, due to the risk of erroneously denying parties a chance to be heard on their claims, reasonable doubts about the application of collateral estoppel should be resolved against its use. Plaintiffs have failed to satisfy the first requirement, that is, that the identical issue was decided in a prior adjudication. Identity of issues "is established by showing that the same general legal rules govern both cases and that the facts of both cases are indistinguishable as measured by those rules." While the facts of the two cases need not be identical, collateral estoppel is appropriate only if any factual differences "are of no legal significance whatever in resolving the issue presented." Here, the same standard governs the legal issues in both actions, i.e., using a totality of the circumstances analysis to find whether creditors acted in bad faith when filing involuntary bankruptcy petitions against debtors. However, factual differences between the two matters are of legal significance in resolving the totality of the circumstances analysis. At trial, counsel for Rosenberg repeatedly characterized the Florida adversary litigation as having "nothing to do with NMI," and the facts and circumstances supporting Defendants' decision to file the petitions against Rosenberg and NMI may have differed greatly. On the one hand, Defendants argue that the NMI filing was precipitated by NMI's threats to imminently shut down the centers, which could have resulted in losing patients, damaging equipment, and destroying any liquidation value that may have remained in the centers. On the other hand, "[t]he goal of the involuntary petition filed against Rosenberg is less clear cut" as Rosenberg owned only a portion of NMI and acted as its managing member; and "the Florida jury may have felt that filing against Rosenberg personally crossed the line." Moreover, the Florida jury entered a general verdict, so it is impossible to know what facts were relied upon in making its bad faith determination, and whether these facts were common to the motivations in filing the petitions against NMI. Applying collateral estoppel would foreclose the possibility that the involuntary bankruptcy petitions against NMI were properly motivated, but that the filing against Rosenberg was not. That result would not be warranted given the differences between the two proceedings and the underlying facts. Thus, the Court concludes that there is not sufficient identity of issues to permit offensive collateral estoppel. A full-text copy of the Court's Memorandum Opinion dated April 30, 2018 is available at https://bit.ly/2IWEsTA from Leagle.com. NATIONAL MEDICAL IMAGING, LLC & NATIONAL MEDICAL IMAGING HOLDING COMPANY, LLC, Plaintiffs, represented by ARIS J. KARALIS -- AKaralis@cmklaw.com -- MASCHMEYER KARALIS, P.C., DAVID M. DEVITO -- ddevito@kcr-law.com -- KAUFMAN COREN & RESS PC, STEVEN M. COREN -- scoren@kcr-law.com -- KAUFMAN COREN & RESS PC & MELISSA CHRISTINE MAZUR -- mmazur@kcr-law.com -- KAUFMAN, COREN & RESS, P.C. U.S. BANK, N.A., Defendant, represented by PETER H. LEVITT -- PLevitt@shutts.com -- SHUTTS & BOWEN, STEVEN J. ADAMS , STEVENS & LEE, JOHN W. BUSTARD , SHUTTS & BOWEN, LLP & STACEY A. SCRIVANI , STEVENS & LEE. LYON FINANCIAL SERVICES, INC., doing business as U.S. BANK PORTFOLIO SERVICES, DVI RECEIVABLES XIV, LLC, DVI RECEIVABLES XVI, LLC, DVI RECEIVABLES XVII, LLC, DVI RECEIVABLES XVIII, LLC, DVI RECEIVABLES XIX, LLC, DVI FUNDING, LLC & JANE FOX, Defendants, represented by JACK C. MCELROY , SHUTTS & BOWEN LLP, PETER H. LEVITT , SHUTTS & BOWEN, STEVEN J. ADAMS , STEVENS & LEE, JOHN W. BUSTARD , SHUTTS & BOWEN, LLP & STACEY A. SCRIVANI , STEVENS & LEE. ASHLAND FUNDING, LLC, Defendant, represented by AMY E. VULPIO -- vulpioa@whiteandwilliams.com -- WHITE AND WILLIAMS. U.S. BANK, N.A., Counter Claimant, represented by PETER H. LEVITT , SHUTTS & BOWEN, STEVEN J. ADAMS , STEVENS & LEE & STACEY A. SCRIVANI , STEVENS & LEE. NATIONAL MEDICAL IMAGING HOLDING COMPANY, LLC & NATIONAL MEDICAL IMAGING, LLC, Counter Defendants, represented by ARIS J. KARALIS , MASCHMEYER KARALIS, P.C., DAVID M. DEVITO , KAUFMAN COREN & RESS PC & STEVEN M. COREN , KAUFMAN COREN & RESS PC. About National Medical National Medical Imaging Holding Company, L.L.C., was a diagnostic imaging company. DVI Receivables Trusts and other alleged creditors filed involuntary chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05-12714 and 05-12719) against Philadelphia, Pa.-based National Medical Imaging, L.L.C., and National Medical Imaging Holding Company, L.L.C., on March 3, 2005. The Creditors amended the involuntary petitions three times: on Nov. 10, 2008; April 10, 2009; and on Aug. 26, 2009, following a contested hearing. In 2014, National Medical Imaging hit U.S. Bank NA with a $50 million lawsuit in Pennsylvania federal court alleging the bank ruined its business by forcing it into involuntary bankruptcy proceedings just as it was beginning to implement a turnaround plan. The company claims that the involuntary bankruptcy petitions U.S. Bank and eight other defendants filed against NMI and its holding company ultimately destroyed its business, even though the cases were ultimately tossed. NATURE'S SECOND: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Nature's Second Chance Leasing, LLC 2402 State Street Alton, IL 62002 Business Description: Nature's Second Chance Leasing, LLC is a trucking company based in Alton, Illinois. The company is an affiliate of Nature's Second Chance Hauling, LLC, which sought bankruptcy protection on March 19, 2018 (Bankr. S.D. Ill. Case No. 18-30328). Chapter 11 Petition Date: May 23, 2018 Case No.: 18-30777 Court: United States Bankruptcy Court Southern District of Illinois (East St Louis) Debtor's Counsel: Steven M. Wallace, Esq. HEPLERBROOM, LLC 130 N Main St PO Box 510 Edwardsville, IL 62025 Tel: (618) 307-1185 Fax: (855) 656-1364 E-mail: steven.wallace@heplerbroom.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vern Van Hoy, 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/ilsb18-30777.pdf NAVILLUS TILE: Court Says Union Claim "Unsecured" ------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that New York Bankruptcy Judge Sean H. Lane denied the bid by a group of construction worker unions to elevate to priority status $13 million in unpaid wage claims in the Chapter 11 case for Navillus Tile Inc., finding the lack of an "employee-employer" relationship instructive. In a bench ruling, Judge 6Lane said that the unions for several steel and concrete workers, among others that have collective bargaining agreements with New York City construction giant Navillus, can only assert general unsecured claims. About Navillus Tile Navillus Tile Inc., is one of the largest subcontractors and general contractors in New York, specializing as a high-end concrete and masonry subcontractor on large private and public construction projects in the New York metropolitan area. Navillus works closely with many of New York's most prominent architects, builders, owners, government agencies and institutions and is pre-qualified by numerous commercial and government agencies. Navillus operates its business from a midtown Manhattan headquarters which it has leased since 2015. Donald O'Sullivan, which founded the business with his brothers, is the sole director, president and chief executive officer of Navillus. Navillus Tile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 17-13162) on Nov. 8, 2017, estimating $100 million to $500 million in assets and debt. Judge Sean H. Lane is the case judge. Cullen and Dykman LLP is the Debtor's legal counsel. Otterbourg P.C., serves as special litigation and conflicts counsel. Garden City Group, LLC, is the claims agent and administrative advisor. On Nov. 28, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. Hahn & Hessen LLP is the committee's bankruptcy counsel. NEW ENGLAND CONFECTIONERY: Spangler's $18.83M Bid Wins Auction -------------------------------------------------------------- The Associated Press reports that Ohio-based Spangler Candy Co. had the winning $18.83 million bid for the New England Confectionery Co., or Necco, at a federal bankruptcy auction in Boston. According to the report, Necco's court-appointed bankruptcy trustee, Harry Murphy, said the company's suitors were mainly interested in its "sugar line" -- its tubes of wafers, sheets of candy dots, and the conversation hearts popular on Valentine's Day for phrases such as BE TRUE and O U KID. The future of Necco's other products -- including the chocolate Sky Bar, the Clark Bar and peanut butter-flavored Mary Jane chews -- remains unclear, he said. The company would continue to be run out of its longtime headquarters in Revere, just north of Boston, at least through the fall. The report recounts that Necco announced in March it would close its plant and lay off hundreds of workers if it couldn't find a buyer. In April, it filed Chapter 11 bankruptcy protection, saying it owed creditors millions. On May 16, the Food and Drug Administration warned Necco 16 that its inspectors found rodent excrement "too numerous to count" at its main plant. About Necco NECCO Holdings, Inc. and New England Confectionery Company, Inc. -- http://www.necco.com/-- are a producer and supplier of candy products. Creditors Americraft Carton, Inc. of Prairie Village, Kansas; Ungermans Packaging Solutions of Fairfield, Iowa; and Genpro, Inc. of Rutherford, New Jersey, filed an involuntary Chapter 7 petition against New England Confectionery Company, Inc. (Bankr. D. Mass. Case No. 18-11217) on April 3, 2018. The case was converted to a voluntary Chapter 11 bankruptcy petition on April 17, 2018. In the petition signed by Michael McGee, its president, Necco estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Melvin S. Hoffman presides over the case. Necco hired Scott H. Moskol, Esq., Tal Unrad, Esq., and William V. Sopp, Esq., at Burns & Levinson LLP, as counsel. The three petitioning creditors claimed they were owed more than $1.6 million. Americraft Carton is represented by Christopher M. Candon, Esq., at Sheehan Phinney Bass + Green PA. Ungermans Packaging Solutions is represented by John J. Dussi, Esq., at Cohn & Dussi, LLC. Genpro is represented by Joseph L. Schwartz, Esq., at Riker, Danzig, Sherer, Hyland & Perretti. The Court appointed Harry B. Murphy, Esq., at Murphy & King, as Necco's Chapter 11 trustee. He has engaged his own firm as counsel and Verdolino & Lowey, P.C. as financial advisor. The Trustee hired Threadstone Advisors, LLC, as investment banker. NIGHTHAWK ROYALTIES: May 31 Meeting Set to Form Creditors' Panel ---------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 31, 2018, at 10:00 a.m. in the bankruptcy case of Nighthawk Royalties LLC. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Nighthawk Energy plc (AIM: HAWK and OTCQX: NHEGY) is a US focused oil development and production company. On May 1, 2018, the Company filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company's first-tier U.S. subsidiary, Nighthawk Royalties LLC, also filed for Chapter 11 protection. With reference to the Company's April 20, 2018 announcement, on April 19, 2018, the Company received a notice of default from the Commonwealth Bank of Australia ("CBA") relating to its April 18, 2018 deadline for a definitive agreement of sale or restructure as set forth in the 9th Amendment. Consequently, the Company is subject to possible remedial actions by CBA that may include foreclosure or other recourse against assets of the Company and its U.S. subsidiaries. NORTHERN OIL: TRT Holdings Et Al Have 27.7% Stake as of May 15 -------------------------------------------------------------- At the close of business on May 15, 2018, TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling beneficially owned, in the aggregate, 73,713,619 shares of common stock of Northern Oil and Gas, Inc., which constitute approximately 27.70% of the outstanding Common Stock, of which: (i) TRT Holdings beneficially owned 61,274,808 shares of Common Stock held directly by TRT Holdings, which constitute approximately 23.03% of the Common Stock outstanding; (ii) Cresta Investments beneficially owned 7,947,921 shares of Common Stock held directly by Cresta Investments, which constitute approximately 2.99% of the Common Stock outstanding; (iii) Cresta Greenwood beneficially owned 1,344,223 shares of Common Stock held directly by Cresta Greenwood, which constitute approximately 0.51% of the Common Stock outstanding; and (iv) Mr. Rowling beneficially owned all 73,713,619 shares of Common Stock, consisting of the shares of Common Stock held directly by TRT Holdings, Cresta Investments and Cresta Greenwood and 3,146,667 shares of Common Stock held by himself, individually, which constitute approximately 27.70% of the outstanding Common Stock. The percentages are based on 266,104,439 shares of Common Stock issued and outstanding as of May 15, 2018, which is based on (i) 128,187,856 shares of the Issuer's Common Stock issued and outstanding as of May 1, 2018, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2018 and (ii) 137,916,583 shares of Common Stock issued under the Exchange Agreements and Subscription Agreements on May 15, 2018 as set forth in the Issuer's Form 8-K, filed with the SEC on May 18, 2018). Mr. Rowling beneficially owns the shares of Common Stock held directly by TRT Holdings due to his ownership of all of the shares of Class B Common Stock of TRT Holdings. Mr. Rowling beneficially owns the shares of Common Stock held directly by Cresta Investments and Cresta Greenwood due to his direct and indirect ownership of 100% of the ownership interests in those entities. Pursuant to the closing of the transactions contemplated by the previously disclosed subscription agreement between TRT Holdings and the Issuer, on May 15, 2018 TRT Holdings acquired 6,666,667 shares of Common Stock for a purchase price of $10,000,000 utilizing the working capital of TRT Holdings. Pursuant to the closing of the transactions contemplated by the previously disclosed exchange agreement between the Issuer, certain of the Reporting Persons and certain other holders of the Issuer's 8.00% senior notes due 2020, on May 15, 2018 (i) TRT Holdings exchanged $177,894,000 aggregate principal amount of the Notes for (a) $108,872,000 aggregate principal amount of the Issuer's 8.50% senior secured second lien notes due 2023 and (b) 47,438,400 shares of Common Stock; (ii) Cresta Investments exchanged $15,000,000 aggregate principal amount of the Notes for (a) $9,180,000 aggregate principal amount of the Second Lien Notes and (b) 4,000,000 shares of Common Stock; and (iii) Mr. Rowling exchanged $11,800,000 aggregate principal amount of the Notes for (a) $7,222,000 aggregate principal amount of the Second Lien Notes and (b) 3,146,667 shares of Common Stock. The shares of Common Stock issued to the Reporting Persons upon the closing of the Subscription Agreement and the Exchange Agreement were valued at $1.50 per share. A full-text copy of the Schedule 13D/A as filed with the Securities and Exchange Commission is available at: https://is.gd/q5Xfo2 About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of March 31, 2018, Northern Oil had $664.47 million in total assets, $1.15 billion in total liabilities and a total stockholders' deficit of $488.77 million. * * * As reported by the TCR on May 18, 2018, Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to Caa1 from Caa2 and Probability of Default Rating (PDR) to Caa1-PD/LD from Caa2-PD. The upgrade of NOG's CFR to Caa1 reflects its improved leverage profile, reduced refinancing risk associated with the remaining $203 million of notes due June 2020, and Moody's expectation that the company will grow production and operating cash flows. The TCR also reported on May 18, 2018, that S&P Global Ratings lowered its corporate credit rating on Northern Oil & Gas to 'SD' (selective default) from 'CC'. The downgrade follows the announcement by Northern Oil & Gas that it has completed its exchange, which includes the exchange of about $500 million in unsecured debt for new second-lien secured notes and equity. S&P views the exchange as distressed given that the maturity was extended on the new second-lien notes from what was originally promised on the senior unsecured notes. OHCP NORTHEASTERN: S&P Gives B- Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B-' corporate credit rating to Albany, N.Y.-based OHCP Northeastern Fiber Buyer Inc. The outlook is stable. S&P said, "We assigned our 'B-' issue-level and '3' recovery ratings to Flight Bidco Inc.'s proposed first-lien facilities, which consist of a $55 million revolving credit facility due in 2023 and a $375 million term loan B due in 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) for lenders in the event of a payment default. "We also assigned our 'CCC' issue-level and '6' recovery ratings to the company's $90 million second-lien term loan due in 2026. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 0%) for lenders in the event of a payment default." FirstLight will use proceeds from the proposed facilities to refinance about $404 million of debt, add about $5 million cash to the balance sheet, and pay related fees and expenses associated with this sponsor-to-sponsor transaction. The ratings on FirstLight reflect its elevated adjusted debt to EBITDA of about 7.5x and the likelihood that leverage will remain high longer term because of its private equity ownership. The ratings also reflect competition from larger players (including incumbent telephone companies, cable providers, and fiber providers), limited geographic diversity, its small scale, and projected negative free operating cash flow (FOCF) over the next couple of years. Revenue visibility from FirstLight's multiyear contracts, growing market demand for bandwidth, and low customer churn partly offset these factors. We expect strong double-digit percent annual EBITDA growth over the next couple of years primarily due to continued cost synergies associated with the acquisitions of Finger Lakes Technologies Group and 186 Communications, which closed in the third and fourth quarters of 2017, respectively, and an emphasis on higher-margin on-net services. S&P said, "The stable outlook reflects our expectation that FirstLight will be able to reduce leverage to the mid- to high-6x area through synergy realization and earnings growth over the next 12 months. However, its ownership by private equity sponsors and the potential for elevated capex or debt-financed acquisitions and dividends will likely constrain longer-term leverage improvement such that adjusted debt to EBITDA remains above 6.5x." OLD FIREHOUSE OF POMONA: Receiver Selling Pomona Property for $450K ------------------------------------------------------------------- Mark S. Adams and California Receivership Group filed a notice with the U.S. Bankruptcy Court for the Central District of California of Old Firehouse of the sale of the real property known and designated as 100 and 130 East Alvarado St, Pomona, California, APN #8336-006-019; #8336-006-022 to 100 E. Alvarado St., LLC for $450,000. A hearing on the Motion is set for May 31, 2018 at 10:00 a.m. Old Firehouse of Pomona, LLC took title to Property in August of 2008. The Property had been used first as a firehouse, then as a restaurant. By 2008, a fire (and the larger economic condition) had shut the Property down. Since that time, the Property has not been in use, except as an illegal "squat" used by the local homeless community. Per the Debtor, the cost of permits and the work necessary to get the Property approved and nuisance-free is prohibitive and that is the reason that no tenant has occupied it in the Debtor's 10 years of ownership. After years of citations and warnings about the nuisance conditions and the homeless squatters, the City filed suit in state court seeking a variety of relief. In May of 2016, there was another fire on-site, and after five months of discussion, in October 2016, the City gave notice that they were going to seek the appointment of a receiver. On Dec. 12, 2016, Judge Dan T. Oki granted the City's request, finding that the Debtor was negligent in operating the Property, that the Property was substandard, a public nuisance, and a dangerous building, and that the violations would not be abated without the appointment of a receiver. After the appointment, state court Respondent Daniel Rafalian (who has a substantial property portfolio and does not appear to have other similarly-degraded properties) stepped in, and based upon his counsel's assurances and Rafalian's reputation, an arrangement was worked out where the Debtors would remain in possession with the Receiver only in a monitoring role, ready to take possession if the Property reverted to its dangerous condition. By April of 2017, it was clear that the Debtor was not living up to that agreement, and so on April 27, 2017, the Receiver seized possession of the Property and removed the homeless occupants that the Debtor had been allowing to stay on-site. Again, the Property is not a residential building, and would not be fit for habitation even if there were not nuisance conditions and violations throughout. So the illegal and unpermitted work, coupled with the squatters on-site made the Property particularly dangerous. The appointing state court approved a $70,000 Receiver's Certificate, which was funded, used to pay the immediate boarding and security costs, as well as partially pay the outstanding receivership costs, and has long since been depleted. But after the Receiver seized possession in April 2017, the Property did not present the same problems, and the Receiver was able to scale down the security and property caretaker visits by summer of 2017. Since that time, the Property has had a few break-ins or problems, but no trespassers beyond break-ins. The Property still presents a threat and could suffer from squatters again, but for the moment the daily checks by security and a local handyman have kept the Property preserved. The Receiver put an offer of $450,000 to the state court, and the court confirmed that sale on Sept. 21, 2017. That sale fell through on Nov. 1, 2017, during the due diligence period, and another sale was recommended to the Court on Jan. 4, 2018 for the same price. There had been substantial interest, although only two formal offers were submitted. The Feb. 15, 2018 Sale Confirmation Order, confirming the sale at $450,000 to 100 E. Alvarado St., LLC. The Receiver's recommendation to the state court both times was to sell the Property because only the next owner would know and be able to make the appropriate corrections and do the necessary work to fit the intended purpose for the Property. The Receiver could abate the nuisance conditions and violations, but because the Property is unique1 and essentially has to be built to fit the next buyer, it does not make financial sense for the Receiver to do work that will be undone/redone by the next owner. The more efficient way to proceed is to sell as-is, and let the new owner build to fit. In this way, the Receiver was to secure and preserve the Property, but would not correct all of the violations on-site. While the Appointment Order does direct the Receiver to correct the violations, the economics and the nature of the Property call for a sale to an able and willing new owner to do the work, and the state court ratified that plan. The Receiver's recommendation remained to sell the Property because it was/is clear that the nuisance conditions are not going to be abated until a new owner takes possession. The Receiver put the new recommended sale offer before the state court in a Jan. 4, 2018 Report, for a Jan. 18 status conference. The state court approved the recommended sale on Feb. 15, 2018. This was after a previous sale was approved on Sept. 21, 2017, and then later fell through. The current sale is to a 100 E. Alvarado St., LLC for $450,000. A copy of the Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Old_Firehouse_37_Sales.pdf The Receiver's own experience, that is the best offer, or close to the best offer that will be received. There might be a higher offer coming, but whatever hypothetical increase in purchase price is not likely to cover the continued delay, and the ongoing cost of preservation and management. Plus, the market is showing to the Receiver and to the parties here what the value is -- if it were any higher, then better offers would have been received during the marketing period. The Buyer, which is an LLC, is meant to operate the Property after the sale. It was previously called Outdoor Food Court, LLC, but the purchasing party was switched based on the Buyer's request. While this LLC does not have a long track record, it is willing to drop its due diligence periods, has not pulled its offer even in the face of the extensive delays caused by this matter, and no disqualifying problems appear upon review. Further, they complied with the state court sale procedures. Moreover, their offer was the highest, and the only one to come from someone with a track record of remedying similar problems. So even if they were not the only serious offer made by anyone with a track record that bodes well, their offer was still the highest. As was noted at the last hearing, there are always complications when two courts are both concurrently overseeing a matter. A receiver appointed under Health & Safety Code is not the same as a standard rents and profits receiver, and there are different interests at play than is usually addressed when a bankruptcy court is tasked with a petition including real property that is currently in receivership. And while there are relatively simple ways to ensure that both courts are satisfied in their oversight, at some point it should become clear that the purpose for filing this Petition was to stall the sale that the state court found necessary. If the Court gets to this hearing and there is no foreseeable way to manage the matter going forward, then the Court should approve the sale, or dismiss the matter entirely. About Old Firehouse of Pomona Old Firehouse of Pomona, LLC, based in Los Angeles, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11835) on Feb. 20, 2018. In the petition signed by Yagoub Halelouyan, managing member, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Hon. Julia W. Brand presides over the case. Benjamin Nachimson, Esq., at Woolf & Nachimson, LLP, serves as bankruptcy counsel. PAINTSVILLE INVESTORS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Paintsville Investors, LLC, as of May 10, 2018, according to the court docket. Paintsville Investors, LLC Paintsville Investors, LLC, dba Mountain Manor of Paintsville, dba Buckingham Place filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219), on April 9, 2018. The Petition was signed by Franklin D. Fitzpatrick, trustee, manager. Mountain Manor of Paintsville -- http://mountainmanorofpaintsville.com/-- is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. Mountain Manor of Paintsville provides inpatient nursing and rehabilitative services to patients who require continuous health care. It offers many amenities for its patients, including: two large gathering rooms for family events, daily planned activities, secured courtyard, chapel, hair salon, in-house laundry, registered dietician, physical therapy services, occupational therapy services, speech therapy services, spacious dining room, 24/7 skilled nursing, private/semi-private rooms and a rehab unit. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC. At the time of filing, the Debtor had $7.01 million in total assets and $9.81 million in total debt. PAUL LEONARD BRUNO: SHL Suit Remanded to State Court ---------------------------------------------------- Plaintiff Sherman & Howard LLC in the case captioned Sherman & Howard LLC, Plaintiff, v. Paul Leonard Bruno, et al., Defendants, No. CV-18-00967-PHX-JJT (D. Ariz.) filed a motion to remand to state court and motion for sanctions. Defendant also filed a cross-motion for sanctions. District Judge John J. Tuchi grants the Plaintiff's motion to remand but denies both motions for sanctions. Plaintiff filed the action in Maricopa County Superior Court to recover attorney's fees incurred by Bruno and PB Co., Inc., of which Bruno is the sole shareholder and President. The fees at issue in the Complaint include those charged to Bruno during his Chapter 13 and Chapter 11 bankruptcy proceedings, which the Bankruptcy Court dismissed on Sept. 7, 2017. On Nov. 8, 2017, Bruno timely removed the case to federal court. Plaintiff subsequently filed a motion to remand, which U.S. District Court Judge Diane J. Humetewa granted after Bruno failed to file a responsive pleading. After Judge Humetewa remanded the case, however, Bruno filed a motion to vacate the order due to excusable neglect, which Judge Humetewa denied. On March 12, 2018, Judge Christopher Whitten of the Maricopa County Superior Court entered Final Judgment against Bruno and PB Co., Inc. Two weeks later, on March 28, 2018, Bruno removed the action to the Court for a second time. Once again, Plaintiff moves to remand the case to the Superior Court. Bruno asserts in the Notice of Removal that this Court has jurisdiction because Plaintiff "has made a claim for services connected to Defendant Bruno's Chapter 11 bankruptcy proceedings." Bruno reiterates this basis for removal in his Response, arguing that this Court not only has jurisdiction, but that it has exclusive jurisdiction over the matter. This argument conflicts with Ninth Circuit precedent on the point. "A post-dismissal motion to enforce a fee agreement between a debtor and [his] attorney is ancillary to the bankruptcy court's core function of adjudicating the estate." Thus, in a case such as the one currently before this Court, a "state court is fully capable of resolving the fee dispute." Given the Maricopa County Superior Court's ability to exercise jurisdiction over this matter, this Court need not reach the question of whether jurisdiction would have ever been proper in federal court because removal at this point is both untimely and improper. Plaintiff filed this matter in Maricopa County Superior Court on Oct. 23, 2017, and served Defendant on Nov. 2, 2017. Bruno's removal would have been timely on or before Dec. 2, 2017. Because Bruno removed this matter on March 28, 2018, his attempt is untimely on its face. However, Bruno offers several reasons why this attempt should be considered timely, each of which lacks legal merit. Removal is both untimely and improper given Bruno's earlier attempt to remove. The Court therefore grants Plaintiff's motion to remand because the Maricopa County Superior Court has jurisdiction over this dispute. In addition to the Motion to Remand, both parties move for sanctions under 28 U.S.C. section 1927. Bruno argues that he is entitled to $140,000 in sanctions for his "expenditure from the improper December 2017 Remand." The Court, however, finds no evidence of bad faith by Plaintiff, particularly in light of the Court's conclusion that remand is, once again, appropriate. On the other hand, Plaintiff's motion for sanctions presents a much closer call. Just as Judge Humetewa noted in her Order on Bruno's Motion for Reconsideration, it again appears that Bruno is "seeking relief . . . in bad faith." Litigation is not a game, and Bruno's status as a pro se litigant excuses neither ignorance of the law nor his attempt to avoid a valid state court judgment. However, the Court in its discretion will not impose further sanctions upon Defendant. A full-text copy of the Court's Order dated April 27, 2018 is available at https://bit.ly/2rZfc4B from Leagle.com. Sherman & Howard LLC, a Delaware limited liability company, Plaintiff, represented by Craig Alan Morgan -- cmorgan@shermanhoward.com -- Sherman & Howard LLC & David A. Weatherwax -- dweatherwax@shermanhoward.com -- Sherman & Howard LLC. Paul Leonard Bruno, also named as P. Leonard Bruno, an individual, Defendant, pro se. PB Company Incorporated, an Arizona corporation, Defendant, pro se. Sherman & Howard LLC, a Delaware limited liability company, Counter-Defendant, represented by Craig Alan Morgan, Sherman & Howard LLC & David A. Weatherwax, Sherman & Howard LLC. PAUL SHEPHERD: Proposes $2.1 Million Sale of Los Angeles Property ----------------------------------------------------------------- Paul Stuart Shepherd and Gigi Renee Shepherd ask the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located at 2375 Sunset Plaza Drive, Los Angeles, California, APN 5563-031-012), for $2.1 million. A hearing on the Motion is set for May 30, 2018 at 10:00 a.m. The Debtors live on their Property, which is comprised of two contiguous parcels of real property: (1) the Upper Lot located at 2460 Sunset Plaza Drive, Los Angeles, California, (APN 5563-031-011), which is an approximately 1.5 acre lot on which is located the Debtors' principal residence; and (2) the Lower Lot, which is an adjacent approximately an acre lot of undeveloped land. The Property was inherited by the Debtors from Mrs. Shepherd's aunt, who purchased the Property in 1954 and tended after the Property until her passing in 2004, when title to the Property was transferred to the Debtors. As can be seen from the Title Report, the Property is encumbered by (1) various tax liens for property taxes and special assessments all of which are current and any accrued prorated amount of which is allocated to the Debtors pursuant to the Purchase Agreement for the Lower Lot will be paid out of escrow on closing, and various easements and consents to use land, all of which appear as Items 1-27 of the Title Report; (2) a Lis Pendens recorded by Keros in connection with his State Court Action seeking specific performance of the Keros Purchase Agreement, which Lis Pendens appears as Item 28 in regard to the Upper Lot and Item 29 in regard to the Lower Lot; and (3) the Hargitay DOT securing the Secured Hargitay Loan in the principal amount of $109,745 which Hargitay DOT appears as Item 30 on the Title Report and is only against the Upper Lot. The proceeds from the Secured Hargitay Loan, together with an additional unsecured loan from Hargitay in the amount of $43,255, were used by the Debtors to fund certain legal expenses arising from disputes by and between, among others, the Debtors, Keros, real estate broker Douglas Elliman, and Douglas Elliman real estate agent Josh Altman regarding that certain Residential Purchase Agreement and Joint Escrow Instructions entered into between the Debtors and Keros that contemplated a prior potential sale of the Property to Keros that never consummated. On March 12, 2018, the Buyer made an offer for the Lower Lot. Subsequently, the Debtors, with the assistance of Pacific Union and others, engaged in protracted arms-length negotiations, including the exchange of various counteroffers, which resulted in the Purchase Agreement being fully executed on March 22, 2018. The salient terms of the Purchase Agreement are: a. Name of Buyer: To be disclosed when contingencies lift. b. Asset: The Lower Lot c. Purchase Price: $2.1 million d. Deposit: $63,000, currently held in escrow. The Purchase Agreement contains customary inspection contingencies. In addition, the Purchase Agreement is subject to the contingency that the Debtors and the Buyer reaching a mutually agreeable easement agreement regarding the Lower Lot's use of the private road shared by the Upper Lot and Lower Lot whereby the Lower Lot would have rights to use the private road. The Debtors are also asking authority to enter into, execute, and record the agreed upon easement agreement. The foregoing contingencies are expected to lift on May 21, 2018. Therefore, if the Sale Motion is proceeding before the Court at the above-referenced hearing date and time, all contingencies will have been removed by such date, other than the requirement of the entry of the Sale Order approving the sale of the Property to the Buyer. The Debtors' sale of the Lower Lot will be free and clear of any and all liens, claims, encumbrances, and interests, other than the Excepted Items, which non-excepted liens, claims, encumbrances, and interests the Debtors believe are limited to (a) Keros' lis pendens against the Lower Lot (pursuant to the Amended Keros Settlement, Keros cannot object to the sale of the Lower Lot freand clear of the lis pendens provided that Thrasher receives from the sale proceeds at least $1,800,000 of the settlement amount under the Amended Keros Settlement); and (b) the unrecorded licenses granted by the Debtors in favor of John Powell, David Leon, Thomas Nickel, Rozae Nichols, and Alan Diamond. The Debtors will have to pay applicable capital gains taxes stemming from the sale of the Property after applicable deductions and exemptions. The proposed sale is not subject to overbid, because (a) the Debtors, in consultation with their broker, Pacific Union, determined that marketing the Lower Lot as a sale seeking a stalking horse bid subject to overbid would make a property that is already difficulty to sell (given the amount of due diligence and infrastructure required) unnecessarily difficult to sell, so the Debtors, in consultation with Pacific Union, decided to list the property for a straight sale only subject to the approval of the Court; (b) based on the foregoing and negotiations with the Buyer, the Purchase Agreement does not provide for the sale to be subject to overbid; (c) there are no claims secured by the Lower Lot; (d) the Purchase Price allows the Debtors to pay commissions and other closing costs in full and to fund the majority of the settlement amount owed to Thrasher pursuant to, and as required by, the Amended Keros Settlement; and (e) the remaining Upper Lot has sufficient value to pay all allowed claims in full with a distribution to the Debtors of surplus funds when sold, which sale the Debtors are pursuing, such that the Debtors are the only parties that would ultimately benefit from overbid. The estimated costs of sale is approximately at 6.2% of the purchase price comprised of (a) a 5% commission in the amount of $105,000 to be split between the Debtor's broker, Pacific Union, and the cooperating Buyer broker; and (b) approximately 1.2% in prorated real property taxes secured by the Lower Lot allocated to the Debtors and other customary fees and costs of sale in the approximate amount of $24,689, leaving a net of approximately $1.970 million to the estate to be paid to Thrasher as required by the Amended Keros Settlement. The Debtors ask the Court to authorize them to pay from the proceeds of the sale of the Lower Lot (a) any pre-closing real property taxes secured by the Lower Lot allocated to the Debtors; (b) any commission owed to the Debtors' broker, Pacific Union International, Inc., and any cooperating broker, pursuant to the Purchase Agreement and the Debtors' application to employ Pacific Union, which was previously approved by the Court; (c) any other customary escrow closing fees and charges; and (d) the balance, in the estimated approximate amount of $1.970 million, to Thrasher NK, LLC to fund the majority of the settlement amount owed to Thrasher pursuant to, and as required by, the Debtors' Court-approved amended settlement, with Thrasher and its principal, Nicholas Keros. The Debtors ask the Court to authorize them to enter into, execute, and record the easement agreement regarding the Lower Lot's use of the private road shared by the Upper Lot and Lower Lot. Finally, the Debtors ask the Court to waive the 14-day stay period set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure to enable the sale of the Lower Lot to close as quickly as possible, particularly because the Purchase Agreement has a closing date of May 31, 2018. In the event the Court does not approve the Purchase Agreement and the sale of the Lower Lot to the Buyer pursuant to the terms thereof for any reason unrelated to the Buyer's breach of the Purchase Agreement, the Debtors ask the Court to approve an expense reimbursement to be paid to the Buyer for all costs related to the Buyer's due diligence and inspections, not to exceed $10,000 and provided that, in return for the reimbursement, the Buyer will provide the Debtors with all reports the Buyer has completed. Pacific Union will continue to market the Property in accordance with the foregoing through the time both the Upper Lot and Lower Lot are sold. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Paul_Shepherd_162_Sales.pdf Paul Stuart Shepherd and Gigi Renee Shepherd sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-17991) on June 30, 2017. The Debtors tapped Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P as counsel. The Debtors also tapped Hilton & Hyland as real estate broker. PEDRO LOPEZ MUNOZ: Proposes Sale of Cabo Rojo Property for $550K ---------------------------------------------------------------- Pedro Lopez Munoz asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the sale of the lot of land described as Property Num. 26,845, registered at page No. 72, of Vol. 800 in Cabo Rojo, of the San German Property Registry, to Dr. Hector Donato Cruz and Sra. Erika Serrano Melendez for $550,000. Objections, if any, must be filed within 21 days after service of Motion. The Debtor listed in its Schedules an interest in the Property with a value of $600,000. It has an area of approximately 322,89 square meters. The Debtor listed Banco Popular as a creditor with a secured claim over the Property in the amount of $241,847. The equity on the property was claimed as "exempted." Nevertheless, the Debtor intends to use all or some of the proceeds of the sale of the Property to fund the Plan of Reorganization. The Debtor has identified the Purchasers as the potential buyers for the Property in the amount of $550,000. They have entered into the Purchase Option Agreement. The transfer of the Property will be free and clear of liens under the provisions of 11 USC 363, and exempt from the payment of taxes, stamps and vouchers, pursuant to the provisions of 11 USC 1146, if the transaction for some reason is delayed and takes place under the Plan of Reorganization. This Purchase Option Agreement will expire 90 days from the date of the Agreement. The Debtor submits recent appraisal for the property performed by Mr. Hamid R. A. Gonzalez Silva, Esq., SRA, MIE. The indicated value by sales comparison approach was $550,000. That is the same amount that the Purchasers have offered for the Property. Each of the parties to the sale will assume its own payment of expenses under the provisions of the Notary Law of Puerto Rico. The Property, as of the date, has no property tax debt. The Home Owner Association' fees owed and pending are those fees for May 2018. The Debtor will continue to pay the monthly fees until the date of the sale. Banco Popular de Puerto Rico has filed a claim over the property in the amount of $362,537. The Debtor has continued to make payments on the property and any amounts owed over this secured claim will be paid from the proceeds of the sale. The remaining proceeds from the sale of the property will be used to fund the Plan of Reorganization. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/PEDRO_MUNOZ_541_Sales.pdf The Creditor: BANCO POPULAR PR FORTUNO E RIVERA FONT, LLC P.O. Box 13706 San Juan, PR 00908-3736 Pedro Lopez-Munoz filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 13-08171) on Oct. 1, 2013. PENTHOUSE GLOBAL: To Auction Assets on June 4 --------------------------------------------- Penthouse Global Media will hold an auction June 4, 2018, to test the stalking horse bid extended by Dream Media Corp. to purchase the Debtor's assets. According to a report by the Troubled Company Reporter, David Gottlieb, the Chapter 11 trustee for Penthouse Global Media, Inc. and its debtor subsidiaries, filed a notice with the U.S. Bankruptcy Court for the Central District of California of his sale of substantially all assets of the Debtor, comprised primarily of intellectual property, including copyrights, films, trademarks, domain names, and license agreements, to Dream Media Corp. for a credit bid in the amount of $3 million, in addition to a cash payment of $550,000 and other consideration, subject to overbid. The TCR also reported that the Stalking Horse Bidder holds a claim against the Estates in the amount of $10,440,903 as of the petition date that is secured by a first priority lien and security interest on the Assets. Pursuant to the Term Sheet, the Stalking Horse Bidder has agreed to purchase the Assets for a credit bid in the amount of $3 million, in addition to a cash payment of $550,000 and other consideration as set forth in the Settlement Agreement. The Stalking Horse Bidder is not an insider and, apart from its secured claim, has no connections with the Debtors or the Chapter 11 Trustee. Keith J. Kelly, writing for New York Post, reports that Adam Levin, whose Oreva Capital agreed to buy the High Times magazine in mid-2017, formed Dream Media, which acquired the secured two-year-old $10 million loan to Penthouse that was in default. According to the NY Post, sources said there are several other potential suitors for Penthouse's assets and Levin's bid could end up being upped to $11 million at auction. NY Post reports that Beth Young, an attorney for Dream Media, confirmed "they did buy the loan" from ExWorks Capital, but she declined to answer further questions. The report says Mr. Levin could not be reached for comment. The report notes Oreva Capital, his Los Angeles-based venture firm, last year bought out Here Media, which operated LGBT brands, including The Advocate, Pride, Plus, Out Traveler and LBGT.com. The NY Post says that under terms of the bankruptcy asset purchase agreement, any bidder who wants to top Dream Media's bid must pony up $3.1 million to stay in the game. The Post also relates that Mr. Gottlieb said in April that the company was insolvent and was expected to lose $732,000 over the next three months. 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. 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. PERFORMANCE FOOD: S&P Raises CCR to 'BB', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Richmond, Va.-based Performance Food Group Inc. to 'BB' from 'BB-'. The outlook is stable. S&P said, "At the same time, we raised our issue ratings on PFG's $1.95 billion senior secured ABL due 2021 to 'BBB-' from 'BB+' and on the company's $350 million senior unsecured notes due 2024 to 'BB' from 'BB-'. The recovery rating on the ABL remains '1', indicating our expectation for very high (90% to 100%; rounded estimate 95%) recovery in the event of a payment default. The recovery rating on the unsecured notes remains '3', indicating our expectation for meaningful (50% to 70%, rounded estimate 55%) recovery in the event of a payment default. We estimate the company's outstanding debt is about $1.2 billion." The upgrade reflects stronger than expected performance in PFG's broadline distribution and candy, snacks and beverage distribution businesses and our revised forecast for leverage in the low-3x area over the next couple of years. S&P said, "It also incorporates our expectation that while the company will remain acquisitive, it will not make debt-financed acquisitions that would result in leverage sustained above 4x for an extended period. We expect the company will continue to focus its investment in organic growth and bolt-on acquisition opportunities and that shareholder payments will not be a priority over the next couple of years." S&P said, "The stable outlook reflects our expectation for steady revenue and EBITDA growth through continued good penetration into the independent restaurant market by PFG's broadline business and expansion of its candy, snacks and beverage distribution business in new and existing channels. We expect leverage will be sustained in the low-3x area over the next couple of years, notwithstanding the potential for modestly elevated leverage for larger acquisitions. "We could lower the ratings over the next 12 months if we believe leverage would be sustained over 4x for an extended period due to more aggressive debt-financed acquisitions. This could also occur if volatile input costs (including fuel) or weak restaurant traffic cause profitability to decline significantly. We estimate leverage could weaken to 4x if EBITDA declines about 20% from our 2018 forecast or if the company increases debt by about $400 million. "An upgrade is unlikely over the next 12 months but would be based on our more favorable view of PFG's business risk, which would likely be attributable to increased scale and higher profit margins. Alternatively, we could also raise the ratings if we believed the company was adopting a more conservative financial policy such that leverage would improve and be sustained well below 3x." PIONEER ENERGY: CFO May Sell 190,000 Shares of Common Stock ----------------------------------------------------------- Lorne E. Phillips, executive vice president and chief financial officer of Pioneer Energy Services Corp., adopted a prearranged trading plan on May 15, 2018, in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934. Under the 10b5-1 plan, Mr. Phillips may sell up to an aggregate of 190,000 shares of the Company's common stock to be acquired through the exercise of stock options which are scheduled to expire on Feb. 2, 2019 and March 2, 2019. Shares may be sold under the 10b5-1 plan on the open market at prevailing market prices and subject to minimum price thresholds specified therein. The 10b5-1 plan is scheduled to terminate on March 1, 2019, unless terminated sooner in accordance with its terms. Any transactions under the 10b5-1 plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission. About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com-- provides land-based drilling services and production services to a diverse group of oil and gas exploration and production companies in the United States and internationally in Colombia. The Company also provides two of its services (coiled tubing and wireline services) offshore in the Gulf of Mexico. Drilling services and production services are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well. Pioneer Energy reported a net loss of $75.11 million in 2017, a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of March 31, 2018, Pioneer Energy had $757.70 million in total assets, $557.51 million in total liabilities and $200.18 million in total shareholders' equity. * * * Moody's upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Moody's said that Pioneer's 'Caa2' CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance. While the company's operating cash flow is expected to improve due to good demand for its drilling rigs and equipment services, Pioneer Energy Services' leverage metrics are weak, as reported by the TCR on Nov. 13, 2017. PRANA YOGA: Seeks Authorization to Use Cash Collateral ------------------------------------------------------ Prana Yoga, LLC, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize its use of cash collateral. The Debtor requests the Court set a preliminary hearing to consider the use of cash collateral, for payment of those expenses identified in the Budget as necessary to provide for the uninterrupted operation of the business so as to avoid immediate and irreparable harm to the estate. The Debtor is indebted to Centier Bank in the approximate amount of $19,000. Centier Bank asserts a blanket lien on the assets of the Debtor including deposit accounts, accounts receivable and proceeds thereof. The Debtor believes the value of assets subject to the Centier Bank's security interest approximates or exceeds the Centier Bank's claim. The Debtor further believes that the value of the Centier Bank's security interest in cash collateral is approximately $1,660. Additionally, The Debtor believes Swift Financial and/or CHTD Company may claim a lien on its assets including accounts, accounts receivable and certain inventory, the sale of which produces cash collateral. As adequate protection for the use of cash collateral, the Debtor will offer a replacement lien on assets to Centier Bank and each secured creditor to the full extent of the value of that creditor's lien at the commencement of the case. Further, Debtor will provide financial reports to Centier Bank and other secured creditors herein to provide ongoing information as to the status of operations, sales and the creation of post-petition accounts receivable. The Debtor believes that through continuous operation, it can maintain and increase the value of its accounts and accounts receivable, preserving and maintaining the value of the business operation and thereby adequately protecting Debtor's use of cash collateral. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/innb18-10819-4.pdf About Prana Yoga, LLC Prana Yoga, LLC, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 18-10819) on May 8, 2018. It is organized in the state of Indiana and operates a yoga instruction and training studio in Fort Wayne, IN. In the petition signed by Danielle M. McGuire, member, the Debtor estimated at least $50,000 in assets and $100,001 to $500,000 in liabilities. The Debtor is represented by Daniel J. Skekloff, Esq. at Haller & Colvin, PC. PRECIPIO INC: Incurs $2.43 Million Net Loss in First Quarter ------------------------------------------------------------ Precipio, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.43 million on $712,000 of net sales for the three months ended March 31, 2018, compared to a net loss of $758,000 on $248,000 of net sales for the same period last year. As of March 31, 2018, Precipio had $26.09 million in total assets, $12.68 million in total liabilities and $13.40 million in total stockholders' equity. The cash flows used in operating activities of approximately $1.1 million during the three months ended March 31, 2018 included a net loss of $2.4 million. These were partially offset by an increase in accrued expenses and other liabilities of $0.2 million, a decrease accounts receivable of $0.2 million, a decrease in other assets of $0.2 million and non-cash adjustments of $0.7 million. Cash flows used in investing activities were less than $0.1 million and zero for the three months ended March 31, 2018 and 2017, respectively. The cash used of less than $0.1 million for the three months ended March 31, 2018 included purchases of property and equipment of less than $0.1 million. Cash flows provided by financing activities totaled $1.0 million for the three months ended March 31, 2018, which included proceeds of $0.6 million from the issuance of common stock, $0.3 million from the issuance of long-term debt, and $0.2 million from the exercise of warrants. These proceeds were partially offset by payments on the Company's long-term debt and capital leases obligations of $0.1 million. The Company has incurred substantial operating losses and has used cash in its operating activities for the past few years. As of March 31, 2018, the Company had a negative working capital of $7.5 million and net cash used in operating activities of $1.1 million. The Company said its ability to continue as a going concern over the next twelve months from May 21, 2018, the date of issuance of the Form 10-Q, is dependent upon a combination of achieving its business plan, including generating additional revenue, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due. A full-text copy of the Form 10-Q is available for free at: https://is.gd/q8Z3W2 About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company hase developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, 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. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of Dec. 31, 2017, Precipio Inc. had $27.26 million in total assets, $14.23 million in total liabilities and $13.02 million in total stockholders' equity. Nasdaq Delisting Notice On March 26, 2018, Precipio received written notice from The Nasdaq Stock Market LLC indicating that, based on the closing bid price of the Company's common stock for the preceding 30 consecutive business days, the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The Notice has no immediate effect on the listing of Precipio's common stock, and its common stock will continue to trade on the Nasdaq Capital Market under the symbol "PRPO" at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Precipio has a period of 180 calendar days, or until Sept. 24, 2018 to regain compliance with the Minimum Bid Price Requirement. PRINCESS POLLY: Aug. 16 Hearing on First Amended Disclosures ------------------------------------------------------------ Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia will convene a hearing on August 16, 2018 at 1:30 p.m. to consider approval of Princess Polly Anna Coal Inc.'s proposed First Amended Disclosure Statement to accompany its Chapter 11 Plan. July 16, 2018, is set as the last day to file and serve any written objection to the proposed First Amended Disclosure Statement. The Troubled Company Reporter previously reported that Ford Motor Credit Company, LLC's secured claim will be paid 60 monthly payments at 5% per annum under the first amended plan. A full-text copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/wvsb5-17-50060-208.pdf About Princess Polly Anna Headquartered in Lewisburg, West Virginia, Princess Polly Anna, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V. Case No. 17-50060) on March 1, 2017. In the petition signed by Frederick J. Taylor, president, the Debtor estimated its assets at up to $50,000 and its liabilities at between $1 million and $10 million. Judge Frank W. Volk presides over the case. John F. Leaberry, Esq., at the Law Office of John Leaberry serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Princess Polly Anna, Inc., as of April 6, 2017, according to a court docket. The Debtor began its existence April 24, 1984 when it was organized Frederick J. Taylor with the filing of its Articles with the West Virginia Secretary of State's Office. In 2012 the Debtor was to begin contract mining services on Big Mountain in Greenbrier County, West Virginia. PUMAS CAB: Unsecured Creditors to Get 9.1% Over 48 Months --------------------------------------------------------- Pumas Cab Corp. asks the U.S. Bankruptcy Court for the Eastern District of New York to approve the disclosure statement explaining the plan of reorganization, which will be financed from contributions from the personal funds of each of the guarantors of the Debtor's loan from Melrose Credit Union. Melrose holds a secured claim in the amount of $1,313,838. The Debtor's unsecured claims will consist of a deficiency amount, which will presumably arise after the surrender and subsequent sale of the two taxi medallions, which constitutes collateral of Melrose, against its secured claim in the amount of $713,838. The Unsecured Claims will also consist of general unsecured claims totaling approximately $2,001,227. The Debtor proposes to pay to general unsecured creditors 9.1% dividend of the allowed claim in 48 equal monthly installments effective 30 days after the Effective Date of the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb17-44151-57.pdf About Pumas Cab Corp. Pumas Cab Corp. is a small business debtor as defined in 11 U.S.C. Section 101(51D) under the taxi and limousine service industry. It is an affiliate of Quizphi Cab Corp., which sought bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-44085) on Aug. 7, 2017. Pumas Cab Corp., based in Astoria, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-44151) on Aug. 10, 2017. In the petition signed by Nelly Lucero, secretary, the Debtor disclosed $12,415 in assets and $2.64 million in liabilities. The Hon. Carla E. Craig presides over the Pumas Cab case. PURADYN FILTER: Edward Vittoria Succeeds Father as New CEO ---------------------------------------------------------- Puradyn Filter Technologies Incorporated's Board of Directors has appointed Ed Vittoria as chief executive officer. Mr. Vittoria succeeds his father, Joseph V. Vittoria, who has been chairman of the Board and CEO since 2006. Immediately prior to the appointment, Mr. Joseph V. Vittoria resigned from his position as chief executive officer and has been appointed executive chairman of the Board of Directors. Mr. Ed Vittoria was also appointed as a member of the Company's Board of Directors to fill an existing vacancy. "I am very pleased that Ed has accepted the CEO role. He has been advising Puradyn for the past six months, and his fresh perspective on marketing, strategy and new business development has been well received by the whole Puradyn team as well as our key customers," said Joseph Vittoria. "We just reported one of our best quarters in years thanks to the improvement in market conditions within our key customer segments and expanded awareness of the savings that are achievable by using our filtration systems. Ed's decision to join Puradyn is a positive indication that we're on the right track to growing the business and improving our financial performance." "I am looking forward to contributing to Puradyn's future success," said Ed Vittoria. "I am confident that we will continue the positive momentum from the recent quarter because I have heard first hand from existing customers about how much they have saved by using Puradyn's systems and how they regret not installing them sooner. Any company seeking to extend the lives of their engines while also reducing their frequency of oil changes will benefit from Puradyn's patented technology." Pursuant to a letter agreement dated May 18, 2018, Mr. Ed Vittoria has agreed to be employed by the Company for an initial term ending May 31, 2019, which term may be extended. The Company agreed to pay him: (i) an annual base salary of $200,000, payable in accordance with the Company's normal payroll practices; (ii) an annual cash bonus to be awarded by its Board of Directors in January in a minimum amount of $50,000; and (iii) granted him options to purchase 6,500,000 shares of the Company's common stock, vesting one-third in arrears, at an exercise price equal to fair market value on the date of grant pursuant to the terms and conditions of the Company's 2018 Equity Compensation Plan. Ed Vittoria brings 25 years of corporate marketing, business development and strategic leadership to Puradyn. His experience began with over a dozen years at American Express where he managed marketing relationships with Hilton, American Airlines and other travel leaders and then went on to develop and launch the OPEN Savings program for small business cardmembers. In 2006, Ed joined Starwood Hotels & Resorts to lead their Luxury Collection brand, the third largest luxury hotel brand in the world. Seeking a more entrepreneurial opportunity, Ed joined Steve Case's payments start-up, Revolution Money, where he led customer acquisition and branding. After Revolution Money was purchased by American Express, Ed led New Business Development for Time Inc.'s Synapse division until 2012 when he joined Simon Property Group, the leading shopping center owner and operator, where he developed and launched a first of its kind loyalty program for mall shoppers. Ed holds a B.A. in Economics from Yale University. 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 incurred a net loss of $1.23 million in 2017 compared to a net loss of $1.44 million in 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. QUALITY CARE: Stockholders Elected Seven Directors -------------------------------------------------- Quality Care Properties, Inc., held its 2018 annual meeting of stockholders on May 17, 2018. At the Annual Meeting, there were present, in person or by proxy, 86,542,807 shares of the Company's common stock, which represented approximately 92.3% of the shares entitled to vote and constituted a quorum. At the Annual Meeting, the stockholders: (1) elected each of Mark S. Ordan, Glenn G. Cohen, Jerry L. Doctrow, Paul J. Klaassen, Philip R. Schimmel, Kathleen Smalley and Donald C. Wood to the Board of Directors; (2) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2018; (3) approved, on a non-binding advisory basis, the compensation of the Company's executive officers; and (4) approved the option of "1 Year" as the frequency with which stockholders are provided a non-binding advisory vote on the Company's executive compensation. About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland -- http://www.qcpcorp.com/-- was formed in 2016 to hold the HCR ManorCare portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. Quality Care is a real estate company focused on post-acute/skilled nursing and memory care/assisted living properties. QCP's properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building. Quality Care reported a net loss and comprehensive loss of $443.5 million on $318.49 million of total revenues for the year ended Dec. 31, 2017, compared to net income and comprehensive income of $81.14 million on $471.17 million of total revenues for the year ended Dec. 31, 2016. As of March 31, 2018, Quality Care had $4.38 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock, and $2.58 billion in total equity. * * * S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization," as reported by the TCR on Dec. 20, 2017. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. RANGE RESOURCES: S&P Affirms 'BB+' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' corporate credit rating on Range Resources Corp. The outlook is stable. The senior unsecured and subordinated issue-level ratings remain 'BB+'. The recovery rating remains '3', indicating meaningful (50%-70%; estimated: 65%, capped) recovery in the event of a default. S&P said, "The rating affirmation reflects our assessment that Range's credit measures will remain consistent with our expectations over the next two years as the company funds capital spending largely through internally generated cash flow. Our forecast includes financial leverage metrics of funds from operations to debt in the low-20% area and debt to EBITDA in the mid-3x area. We expect Range's production to increase by about 10% per year as it focuses on developing its southwestern Appalachia properties. Higher gas production will allow the company to utilize more of its committed transportation capacity, which should result in improved per-unit operating costs. We also expect in-basin gas price realizations to improve due to new pipelines coming into service. "The stable outlook reflects our expectation that Range's credit measures will be consistent with the rating over the next two years, including projected FFO to debt above 20% and debt to EBITDA under 4x. "We could lower the rating if the company's credit measures weaken such that FFO to debt remains near 12% and debt to EBITDA remains near 5x on a sustained basis. This could occur if natural gas prices decline or regional price differentials worsen counter to our expectations, or if Range significantly outspends cash flow, or operating costs escalated substantially. "We consider an upgrade over the next year as unlikely under our commodity price assumptions. We could consider a positive rating action if Range's leverage measures improve such that FFO to total debt exceeded 45% and debt to EBITDA declined closer to 2x on a sustained basis. This would most likely occur if the company began generating positive free operating cash flow due to improved profitability or greater capital efficiency or realized higher natural gas prices than we currently assume." REMINGTON OUTDOOR: Davis Polk Served as Adviser in DIP Term Loan ---------------------------------------------------------------- Davis Polk advised Ankura Trust Company, LLC, as first-lien agent with respect to a $550 million prepetition term loan, as DIP agent with respect to a $100 million DIP term loan and as exit facility agent with respect to two facilities providing $155 million in exit financing to Remington Outdoor Company, Inc. and certain of its subsidiaries in Remington's successful chapter 11 restructuring. On May 4, 2018, Remington's plan of reorganization was confirmed by the Bankruptcy Court for the District of Delaware and on May 15, 2018, Remington emerged from bankruptcy. The prepetition term loan lenders received 82.5% of the equity interests in the reorganized company and the DIP term loans were replaced with loans under the term loan exit facility. Remington is a designer, manufacturer and marketer of firearms, ammunition and related products for the hunting, shooting sports, law enforcement and military markets. The Davis Polk restructuring team included partners Damian S. Schaible and Darren S. Klein, counsel Michelle M. McGreal and associate Dylan A. Consla. The Davis Polk credit team included partner Monica Holland and associate Jason Schachter. Counsel Susan D. Kennedy and associate Cameron W. Ormsby provided real estate advice. Partner Pritesh P. Shah and associate Paul S. Lee provided intellectual property and technology advice. All members of the Davis Polk team are based in the New York office. About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. The company is controlled by Cerberus Capital Management. Remington's affiliated companies are FGI Holding Company, LLC; and FGI Operating Company, LLC; Remington Arms Company, LLC; Barnes Bullets, LLC; TMRI, Inc.; RA Brands, L.L.C.; and Remington Arms Distribution Company, LLC. As of Oct. 1, 2017, Remington listed $954.3 million in total assets against $1.306 billion in total liabilities and $351.9 million in stockholders' deficit. On March 25, 2018, Remington Outdoor Company, Inc. and 12 affiliated debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-10684) to seek confirmation of a prepackaged plan of reorganization. The Debtors continue to operate their businesses as debtors and debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No party has requested the appointment of a trustee or examiner and no committee has been appointed or designated in these Chapter 11 Cases. The Debtors' request for joint administration of these Chapter 11 Cases for procedural purposes only is currently pending. Milbank, Tweed, Hadley & McCloy LLP and Pachulski Stang Ziehl & Jones LLP are serving as bankruptcy counsel to the Debtors. Lowenstein Sandler is serving as co-counsel; Genovese Joblove & Battista, P.A., is special counsel; Alvarez & Marsal North America, LLC, is financial advisor; and Prime Clerk LLC is the claims and noticing agent and administrative advisor. Lazard Freres & Co. LLC acts as investment banker. Counsel to the Ad Hoc Group of Term Loan Lenders are O'Melveny & Myers, led by Andrew Parlen and Joseph Zujkowksi, and Richards, Layton & Finger LLP. Counsel to the ABL Agent and ABL Lenders is Skadden, Arps, Slate, Meagher & Flom LLP, led by Paul Leake, Shana Elberg, and Jason Liberi. Counsel to the Third Lien Notes Indenture Trustee, is Dorsey & Whitney LLP, led by Adam F. Jachimowski. Counsel to the Ad Hoc Group of Third Lien Noteholders are Willkie Farr & Gallagher LLP, led by Rachel C. Strickland and Joseph G. Minias; and Young Conaway Stargatt & Taylor, LLP, led by Edmon Morton. Counsel to Ankura Trust Company, as the successor administrative agent under the Term Loan Agreement, are Davis Polk & Wardell LLP, led by Damian S. Schaible; and Richards, Layton & Finger LLP, led by Mark Collins. On April 9, 2018, the U.S. Trustee appointed five creditors to serve in the Official Committee of Unsecured Creditors. RENNOVA HEALTH: Will Issue Additional $2.5M Convertible Debentures ------------------------------------------------------------------ Rennova Health, Inc. entered into additional issuance agreements with two existing institutional investors of the Company on May 20, 2018. Under the Issuance Agreements, the Company will issue $2,480,000 aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due Sept. 19, 2019 and will receive proceeds of $2,000,000. The closing of the offering is expected to occur on May 21, 2018, subject to customary closing conditions. The terms of the Debentures will be the same as those issued by the Company under the previously-announced Securities Purchase Agreement, dated as of Aug. 31, 2017, pursuant to which the Company issued $2,604,000 aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due Sept. 19, 2019. The Debentures may also be exchanged for shares of the Company's Series I-2 Convertible Preferred Stock under the terms of the previously-announced Exchange Agreements, dated as of Oct. 30, 2017. The Debentures will be issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Also, as previously announced, the Company issued warrants, including Series B Warrants, on each of March 21, 2017 and Sept. 19, 2017. These Series B Warrants each had a term of 18 months. The Issuance Agreements provide that the terms of these Series B Warrants held by the investors party to the Issuance Agreements, which Series B Warrants are exercisable into an aggregate of 3,175,162,967 shares of the Company's common stock as of May 20, 2018, will be extended for an additional 90 days. As a result of conversions and exercises of certain of the Company's securities, as of May 18, 2018 the Company had 818,640,000 shares of common stock issued and outstanding. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. Rennova Health reported a net loss attributable to common shareholders of $108.53 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Rennova Health had $6.29 million in total assets, $41.06 million in total liabilities, $5.83 million in redeemable preferred stock, and a total stockholders' deficit of $40.61 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RESOLUTE ENERGY: Fir Tree Capital Has 4.6% Stake as of March 14 --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Fir Tree Capital Management LP disclosed that as of March 14, 2018, it beneficially owns 1,073,723 shares of common stock (including 101,585 shares of Common Stock issuable upon conversion of 8 1/8% Series B Cumulative Perpetual Convertible Preferred Stock) of Resolute Energy Corporation, constituting 4.63 percent of the shares outstanding. The percentage was calculated based upon 23,066,559 shares of Common Stock issued and outstanding as of Feb. 28, 2018, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017, filed with the SEC on March 12, 2018 as well as the 101,585 additional shares of Common Stock that are issuable upon conversion of the 8 1/8% Series B Cumulative Perpetual Convertible Preferred Stock held by the Reporting Person. For the period from March 6, 2018 through March 15, 2018, Fir Tree sold an aggregate of 439,931 Shares. On March 16, 2018, Fir Tree purchased 102,373 Shares. A full-text copy of the regulatory filing is available for free at: https://is.gd/qQkbRh About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute incurred a net loss available to common shareholders of $7.70 million in 2017 following a net loss available to common shareholders of $161.7 million in 2016. As of March 31, 2018, Resolute Energy had $686.27 million in total assets, $767.86 million in total liabilities and a total stockholders' deficit of $81.59 million. RICHARD SHAUB: $695K Sale of Potomac Property to Josephs Approved ----------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized Richard Shaub's sale of the real property and improvements located at 7828 Whiterim Terrace, Potomac, Maryland to Jijo K. and Soly K. Joseph for $695,000. The Debtor is authorized to make the following distributions from the proceeds of sale at settlement: 1) payment of all costs associated with settlement, including transfer taxes, recordation charges, and staging fees, that were outlined on the draft settlement sheet attached to the Motion; 2) payment of approximately $461,000 to PHH Mortgage Services in complete satisfaction of its lien on the Property; 3) payment of approximately $81,000 to United Bank in complete satisfaction of its lien on the Property; and 4) payment of $32,750 for real estate commission to Harry Lamberton Real Estate and Tri-Star Realty, LLC. Any further downward adjustments to the purchase price or the proceeds as a result of the change in closing date must be agreed to in writing by the U.S. Trustee and Halota. The proceeds of sale will be held in escrow by Richard B. Rosenblatt, Esq., until further Order of the Court. The stay of the Order for 10 days pursuant to Federal Rule of Bankruptcy Procedure 6004 will be waived. Richard Shaub sought Chapter 11 protection (Bankr. D. Md. Case No. 18-14052) on March 28, 2018. The Debtor tapped Richard B. Rosenblatt, Esq., at The Law Offices of Richard B. Rosenblatt, as counsel. ROBERT STEELHAMMER: $340K Sale of Galveston Condo Unit 914 Approved ------------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Robert H. Steelhammer sale of the condominium Unit 914 located at 1401 E. Beach Drive, Galveston, Texas ("Galvestonian Unit") to Dale A. and Kathryn K. Walley for $340,000. The Sale has a closing date of June 1, 2018. The sale is free and clear of liens, claims, interests, charges, and encumbrances, except for ad valorem tax liens in favor of Galveston County for the 2018 tax year, which will be retained by Galveston County until payment is made to fully satisfy such taxes and any penalties or interest that may ultimately accrues to the 2018 taxes. Any and all other liens or charges against the Galvestonian Unit will attach to the net proceeds from the sale after the following obligations are paid at closing: (i) normal and customary closing costs charged to the seller; (ii) real estate commissions pursuant to the listing agreements submitted to the court with the Application to Approve Employment of Professional Real Estate Broker; (iii) real estate taxes due and owing on the property, as well as the Debtor's pro-rata share of 201 8 property taxes; (iv) all amounts due and owing under the mortgage loan to Citi Mortgage; and (v) all amounts due and owing to the applicable condominium association for fees and/or assessments. The net proceeds from sale must be retained by the Debtor pending further Court order. Robert H. Steelhammer is a practicing attorney and businessman who, directly and indirectly, owns interests in multiple businesses and real estate properties. The Debtor sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-30385) on Jan. 31, 2018. He tapped Walter J. Cicack, Esq., at Hawash Cicack & Gaston LLP as counsel. ROBERT STEELHAMMER: Selling Galveston Condo Unit 914 for $340K -------------------------------------------------------------- Robert H. Steelhammer asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the condominium Unit 914 located at 1401 E. Beach Drive, Galveston, Texas ("Galvestonian Unit") to Dale A. and Kathryn K. Walley for $340,000. Objections, if any, must be filed within 21 days from the date the Motion was served. By the Motion, the Debtor proposes to sell the smaller of his two condominiums in Galveston, Texas. The condominium is the Galvestonian Unit. The Debtor maintains the Galvestonian Unit as a rental property, but the costs associated with owning and maintaining the condominium exceed the rentals received. On May 5, 2018, the Debtor entered the Residential Condominium Contract to sell the Galvestonian Unit for $340,000. The agreed closing date of the sale is June 1, 2018. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Robert_Steelhammer_140_Sales.pdf The Debtor has engaged real estate broker Texas Coastal Realty, LLC to broker the sale. The broker is responsible for listing and securing the sales contract for the Galvestonian Unit. The Debtor's application to employ Texas Coastal Realty, LLC is still pending without objection. Accordingly, the Debtor also asks that the Court also approves his application to employ Texas Coastal. In the Debtor's business judgment, the proposed sale of the property will help maximize or realize the full value of the Galvestonian Unit for the benefit of the estate and its creditors. This is demonstrated by the fact that the agreed sale price of $340,000 is greater than the property's 2017 appraised value of $326,150, according to Galveston County. In addition, the proposed sale will also reduce the monthly expenses associated with the condominiums, which include property taxes, insurance, maintenance, homeowner's association dues, and accruing interest. The proceeds of the sales will be used to pay the balance of the Citi Mortgage loan secured by the property, the broker's fee, as well as the current year's real property taxes owed on the property. The Debtor has concluded that the sale of the Galvestonian Unit is a sound business decision because it will preserve the value of the estate for the benefit of creditors. Moreover, the proposed sales will generate funds that can be used to fund a plan of reorganization. Citi Mortgage has an oversecured mortgage lien against the rental condominium for the balance of the mortgage or approximately $176,000. In total, the sale of the Galvestonian Unit should generate net proceeds of approximately $120,000 after satisfying the mortgage lien, brokerage fees, and the prior year and current year's property taxes. The Debtor proposes that the sale of the Galvestonian Unit be free and clear of all liens and interests in the property, except for ad valorem tax liens in favor of Galveston County for the 2018 tax year, which will be retained by Galveston County until payment is made to fully satisfy such taxes and any penalties or interest that may ultimately accrues to the 2018 taxes, and from the sales proceeds derived from the sale of the Galvestonian Unit the following be paid at closing: (i) normal and customary closing costs charged to the seller; (ii) real estate commissions pursuant to the listing agreements submitted to the court with the Application to Approve Employment of Professional Real Estate Broker; (iii) real estate taxes due and owing on the property, as well as the Debtor's pro-rata share of 2018 property taxes; (iv) all amounts due and owing under the mortgage loan to Citi Mortgage; and (v) all amounts due and owing to the applicable condominium association for fees and/or assessments. Any and all other liens or charges against the property will attach to the net proceeds after the obligations are paid. The net proceeds will be segregated and not used absent a court order. Robert H. Steelhammer is a practicing attorney and businessman who, directly and indirectly, owns interests in multiple businesses and real estate properties. The Debtor sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-30385) on Jan. 31, 2018. He tapped Walter J. Cicack, Esq., at Hawash Cicack & Gaston LLP, as counsel. ROCKAWAY WORKFORCE: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: Rockaway Workforce Housing Partners, LLC 297 Kingsbury Grade, Suite 226 Stateline, NV 89449 Business Description: Rockaway Workforce Housing Partners, LLC is a privately held company in Stateline, Nevada engaged in activities related to real estate. Chapter 11 Petition Date: May 22, 2018 Case No.: 18-50535 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Debtor's Counsel: John White, Esq. 335 W First St Reno, NV 89503 Tel: (775) 322-8000 Fax: (775) 322-1228 Email: john@whitelawchartered.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Hickey, president. The Debtor lists BKF Engineers as its sole unsecured creditor holding a claim of $27,053. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb18-50535.pdf ROCKPORT COMPANY: Seeks Approval of Bonuses for 29 Key Employees ---------------------------------------------------------------- The Rockport Company, LLC, and certain of its affiliates seek approval from the Delaware bankruptcy court to implement a key employee incentive plan for 29 employees they have identified as being critical to implementation of the sale of the Debtors' business. The Debtors are pursuing a sale of all or substantially all of their assets and are seeking approval of proposed bidding and auction procedures in that regard. The Debtors explain that the KEIP Participants have been and will continue to be integral to the Debtors' efforts to maximize value through the sale process. The 29 KEIP Participants possess valuable institutional knowledge regarding, among other things, the Debtors' and their non-debtor subsidiaries' operations, assets, and liabilities. As such, the KEIP Participants have been heavily involved in meeting with prospective purchasers and assisting with all due diligence associated with the Sale process. Moreover, most, if not all, of the KEIP Participants are officers, senior vice presidents, vice-presidents or otherwise hold internal management positions with regards to specific segments of the Debtors' operations. In addition to the new responsibilities that they have taken on in connection with the Sale process, the KEIP Participants are also charged with managing the day-to-day operation of the Debtors' business -- in the midst of a robust marketing process and in the face of the many distractions that can accompany a Chapter 11 filing. The Debtors believe that approval of the KEIP will appropriately motivate the KEIP Participants -- namely the employees who are most directly involved in the Debtors' Sale process -- to maximize the value of their Assets by rewarding them in the event the Sale is closed with the Staking Horse Bidder and rewarding them further in the event that their efforts result in a higher and better purchase price for the Assets as a result of the competitive bidding process and the Auction. Since December 2017, the Debtors, with the assistance of Houlihan Lokey, Inc., have implemented a robust marketing process to garner interest in the sale of their Assets, and have received and considered bids from multiple interested parties. These efforts have resulted in the Debtors' entry into an Asset Purchase Agreement with CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, for the sale of substantially all of their Assets (other than potentially certain North American retail assets). The Debtors are seeking to establish a competitive bidding process for the Assets, with competing bids due on or about June 29, and an Auction scheduled for July 10. The Debtors are requesting that the Sale Hearing be held on or about July 13, and anticipate closing the Sale to the Successful Bidder no later than July 27. To provide maximum incentive to the KEIP Participants, all potential payments under the KEIP are subject to the consummation of a Sale of all or substantially all of the Debtors' Assets in accordance with the Bidding Procedures, with the amount of the bonuses fluctuating based upon the "Aggregate Gross Consideration" provided. More specifically, there shall be no bonus amounts awarded under the KEIP unless the Debtors are able to consummate a transaction with the Stalking Horse Bidder in accordance with the Stalking Horse Agreement or a higher and better bidder as determined in accordance with the Bidding Procedures. Assuming that the Debtors consummate a Qualifying Transaction, KEIP Participants will be entitled to 50% of their target bonus amount. The KEIP is premised upon a target Aggregate Gross Consideration of $170 million, such that KEIP Participants will earn the full amount of their respective Target Bonus in the event that Aggregate Gross Consideration meets the $170 million threshold. The KEIP provides for a sliding scale (commencing at an Aggregate Gross Consideration of $150 million and again for every incremental $10 million thereafter) by which each KEIP Participant's bonus amount shall increase as the Aggregate Gross Consideration moves towards or exceeds the target Aggregate Gross Consideration of $170 million. Aggregate Gross Consideration consists of the gross proceeds and other consideration paid to, or received by, the Debtors in connection with the Sale, including, without limitation, (i) any cash consideration, including any amounts held in escrow and any deposits, (ii) any notes, securities or other property received in connection with the Sale, and (iii) any liabilities of the Debtors that are assumed, reinstated, satisfied or otherwise paid in connection with the Sale, each as determined by Rockport in its sole discretion. A chart depicting the sliding scale structure of the KEIP, using a Target Bonus of $20,000 by way of example, is set forth: Upward Example of Total Aggregate Adjustment Payout Based Gross to Bonus on a $20,000 Consideration Amount Target Bonus ------------- ---------- ---------------- Less than $150 million 0% $10,000- No Upward Adjustment $150 million or greater but less than $160 million 50.00% $15,000 $160 million or greater but less than $170 million 75.00% $17,500 $170 million or greater but less than $180 million 100.00% $20,000 $180 million or greater but less than $190 million 116.66% $21,666 $190 million or greater but less than $200 million 133.33% $23,333 $200 million or greater but less than $210 million 150.00% $25,000 $210 million or greater but less than $220 million 166.66% $26,666 The "Upward Adjustment to Bonus Amount" assumes that 50% of the Target Bonus ($10,000) was earned upon the closing of a Qualifying Transaction. This column reflects the upward adjustment to the initial $10,000 bonus starting at an Aggregate Gross Consideration of $150 million and again for every incremental $10 million thereafter. For each additional $10 million above $220 million there may be an additional upward adjustment to the eligible bonus amounts. According to the Debtors, the Target Bonus amount for each KEIP Participant varies, as determined by the Rockport Board of Directors, based on a percentage of each participant's base salary. In making this determination, the Board, with input from the Debtors' advisors, selected a Target Bonus amount for each KEIP Participant based on the participant's anticipated involvement in the overall Sale process. For all but four of the KEIP Participants, their Target Bonus represents less than 40% of their base salary. A chart sets forth the estimated aggregate obligations of the Debtors under each Aggregate Gross Consideration threshold under the KEIP: Aggregate Gross Aggregate Obligations Consideration Under KEIP --------------- --------------------- $140 million $1,244,957 $150 million $1,867,435 $160 million $2,178,674 $170 million $2,489,913 $180 million $2,697,406 $190 million $2,904,899 $200 million $3,112,392 $210 million $3,319,884 Bonus amounts payable under the KEIP shall be paid to KEIP Participants within 30 days of the closing date of the Sale. KEIP Participants that voluntarily terminate their employment or are terminated for "cause" prior to the Closing Date shall forfeit their right, title and interest in any KEIP bonus. About Rockport Company The Rockport Company, LLC and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, LLC et al., sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018, listing under $100 million to $500 million in assets and under $100 million to $500 million in liabilities. The Chapter 11 petitions were signed by Paul Kosturos, the Debtors' interim chief financial officer. Debtor Rockport Canada ULC is the operating entity for the Debtors' business in Canada. Rockport Canada is a wholly-owned subsidiary of Rockport, and all material decisions regarding Rockport Canada and its operations are made by Rockport personnel in the United States. Accordingly, the center of main interests for Rockport Canada is located in the United States. On May 16, 2018, the Debtors commenced an ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario, Canada before the Ontario Superior Court of Justice (Commercial List). The Debtor's counsel are Mark D. Collins, Esq., Michael J. Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq., and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP; their investment banker is Houlihan Lokey Capital, Inc.; and their restructuring and interim management advisor is Alvarez & Marsal North America LLC. Prime Clerk serves as the Debtors' claims, noticing agent and administrative advisor. On May 23, 2018, the Office of the United States Trustee appointed an official committee of unsecured creditors. The Committee is represented by: Jay Indyke, Esq. Robert Winning, Esq. COOLEY LLP 1114 Avenue of the Americas New York, NY York 10036 E-mail: jindyke@cooley.com rwinning@cooley.com - and – Christopher M. Samis, Esq. L. Katherine Good, Esq. WHITEFORD, TAYLOR & PRESTON LLC 405 North King Street, Suite 500 Wilmington, DE 19801 E-mail: csamis@wtplaw.com kgood@wtplaw.com Counsel to the Prepetition Noteholders and DIP Note Purchasers: My Chi To, Esq. Daniel E. Stroik, Esq. DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, NY 10022 E-mail: mcto@debevoise.com destroik@debevoise.com - and – Bradford J. Sandler, Esq. James E. O'Neill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 E-mail: bsandler@pszjlaw.com joneill@pszjlaw.com Counsel to the Collateral Agent and DIP Notes Agent: Joshua Spencer, Esq. HOLLAND & KNIGHT LLP 131 South Dearborn Street, 30th Floor Chicago, IL 60603 E-mail: joshua.spencer@khlaw.com - and - Bradford J. Sandler, Esq. James E. O'Neill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 E-mail: bsandler@pszjlaw.com joneill@pszjlaw.com Counsel to the ABL Administrative Agent and DIP ABL Agent: Donald E. Rothman, Esq. Lon M. Singer, Esq. Jaime Rachel Koff, Esq. Jeremy Levesque, Esq. RIEMER BRAUNSTEIN LLP Three Center Plaza, 6th Floor Boston, MA 02108 E-mail: drothman@riemerlaw.com lsinger@riemerlaw.com jkoff@riemerlaw.com jlevesque@riemerlaw.com - and - Gregory A. Taylor, Esq. ASHBY & GEDDES, P.A. 500 Delaware Ave., 8th Floor Wilmington, DE 19801 E-mail: GTaylor@ashbygeddes.com Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder: Jon Herzog, Esq. Joseph F. Bernardi, Jr., Esq. GOODWIN PROCTER LLP 100 Northern Avenue Boston, MA 02210 E-mail: jherzog@goodwinlaw.com jbernardi@goodwinlaw.com - and - William Weintraub, Esq. GOODWIN PROCTER LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 E-mail: wweintraub@goodwinlaw.com - and - David Fournier, Esq. Evelyn Meltzer, Esq. PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899 E-mail: fournierd@pepperlaw.com meltzere@pepperlaw.com ROCKPORT COMPANY: Taps Prime Clerk as Claims Agent -------------------------------------------------- The Rockport Company, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as 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 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $210 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 The Rockport Company The Rockport Company, LLC -- http://www.rockport.com/-- and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. Founded in 1971 and headquartered in West Newton, Massachusetts, the Debtors offer a wide array of men's and women's casual and dress style shoes, boots, and sandals, under their namesake Rockport brand. The Debtors' business in the United States is operated by Rockport, and the Debtors' Canadian business is operated by Rockport Canada ULC, a British Columbia unlimited liability company. The Rockport Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-11145) on May 14, 2018. In the petition signed by Paul Kosturos, interim chief financial officer, Rockport estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Judge Laurie Selber Silverstein presides over the case. The Debtor tapped Richards, Layton & Finger, P.A. as legal counsel; Borden Ladner Gervais LLP as Canadian bankruptcy counsel: Houlihan Lokey Capital Inc. as investment banker; and Alvarez & Marsal North America LLC as restructuring and interim management advisor. RODAN & FIELDS: Moody's Assigns 'B1' CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating ("CFR") and a B1-PD Probability of Default Rating to Rodan & Fields, LLC. At the same time Moody's assigned B1 (LGD4) ratings to the company's proposed credit facilities. These include a $200 million senior secured first lien revolving credit facility and a $600 million secured term loan B. Proceeds from the term loan will be used to finance a dividend to the company's owners, repay existing debt and to pay transaction fees. The rating outlook is stable. Ratings Assigned: Rodan & Fields, LLC Corporate Family Rating at B1 Probability of Default at B1-PD $200 million senior secured first lien revolving credit facility expiring 2023 at B1 (LGD4) $600 million senior secured first lien term loan B due 2025 at B1 (LGD4) Outlook Actions: Outlook, Assigned Stable RATINGS RATIONALE The B1 CFR reflects Rodan & Fields' narrow focus in skin care, high and increasing competition from larger and better diversified competitors, and limited geographic diversity. The rating is supported by the company's good brand name recognition in niche markets, good profitability, healthy liquidity, and modest financial leverage of about 2.8x debt/EBITDA. The stable outlook reflects Moody's view that the premium skin care segment will remain challenging. The outlook also reflects Moody's view that the company's financial leverage will remain modest and steadily improve due to earnings growth. The ratings could be downgraded if Rodan & Fields' operating performance deteriorates, or if membership or sales representative counts decline. Ratings could also be downgraded if debt/EBITDA is sustained above 3.0x, or if liquidity deteriorates. The rating could be upgraded if the company achieves greater scale, becomes more geographically diverse, achieves a longer track record of good operating performance, and remains committed to conservative financial policies. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Based in San Francisco, CA, Rodan & Fields is a direct-seller of skin care products. The company operates through a multi-level marketing system that consists of over 300,000 consultants largely in the US. Rodan & Fields is majority owned by the families of the founders, Katie Rodan and Kathy Fields with TPG owning a minority interest. The company generates about $1.7 billion in annual revenue. RODAN & FIELDS: S&P Assigns BB- Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' corporate credit rating to San Francisco, CA—based Rodan & Fields, LLC. The outlook is stable. S&P said, "We also assigned our 'BB' issue-level rating to the proposed $800 million senior secured bank credit facility, which consists of a $200 million revolving credit facility expiring in 2023 and $600 million term-loan B due 2025. The recovery rating on the proposed bank facility is '2', indicating that lenders could expect substantial recovery (70% - 90%; rounded estimate 70%) in the event of a payment default. Pro forma debt outstanding is about $638 million. "Our ratings on R+F reflects its relatively good market position in the highly competitive and fragmented skincare market and our expectation that the company will continue to be successful at product development and marketing. That should enable it to continue to grow rapidly such that adjusted leverage would decrease to the low 2x area within the next 12 months from the current pro forma of 2.8x. "The stable outlook reflects our expectation that the company will continue to grow rapidly in the next 12 months from a growing number of consultants and product innovations. We also expect the company's EBITDA margin to expand as a result of improved supply chain and manufacturing efficiencies. We project the company's adjusted leverage to decrease to the low 2x area by the end of 2018, and free cash flow generation of around $250 million for the next 12 months. "We could lower our ratings if we forecast adjusted leverage will approach 4x, possibly due to escalating competition in the skincare segment or negative developments with respect to litigation, regulation, or reputational setbacks. Both scenarios could lead to significantly lower growth, fewer customers and consultants, and a material drop in free cash flow. We could also lower our ratings if the company's financial policy becomes more aggressive, resulting in debt-funded shareholder returns that cause leverage to approach 4x. We estimate that about $450 million of incremental debt at current EBITDA levels would likely result in leverage exceeding this threshold. "Although highly unlikely over the next 12 months, we could raise our ratings if we expect adjusted leverage will be sustained below 2x. For this to occur, we believe the founders and TPG would need to reduce their stake, possibly through an IPO. We could also raise the ratings if the company strengthens its business profile by expanding its geographic footprint, diversifies its product offerings, and grows its member base, all while remaining free of significant legal, regulatory, and reputational problems." ROLLING HILLS FARM: Unsecureds to Recoup 10% Over 4-Year Period --------------------------------------------------------------- Rolling Hills Farm Investments, LLC d/b/a Celebrity Hotel & Casino filed with the U.S. Bankruptcy Court for the District of South Dakota a disclosure statement describing its chapter 11 plan dated April 27, 2018. General unsecured creditors are classified in Class 2 under the plan and will receive a distribution of 10% of their allowed claims, to be distributed as follows: pro-rata share of an annual payment of $70,327 per year for a period of 4 years, with the first payment made on or about Sept. 15, 2019 and the final payment made on or about Sept. 15, 2022. Payments and distributions under the Plan will be funded from the operation of the Debtor's business. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/sdb17-50240-110.pdf About Rolling Hills Farm Investments Rolling Hills Farm Investments, LLC, operates a hotel and casino, doing business as Celebrity Hotel & Casino, in Deadwood, South Dakota. Rolling Hills sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 17-50240) on Nov. 1, 2017. In the petition signed by Brian E. Holcomb, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Charles L. Nail, Jr. presides over the case. Anker Law Group, P.C., is the Debtor's bankruptcy counsel; and Nipe Accounting & Consulting, Prof LLC, serves as accountant to the Debtor. SABRE CORP: S&P Raises Corp. Credit Rating to 'BB', Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Southlake, Texas-based travel technology solutions companies Sabre Corp., Sabre Holdings Corp., and Sabre GLBL Inc. (collectively "Sabre") to 'BB' from 'BB-'. The rating outlook is stable. S&P said, "At the same time, we raised our issue-level rating on Sabre's secured notes and credit facilities to 'BB' from 'BB-'. The recovery rating remains '3', indicating our expectation for meaningful recovery (50% to 70% recovery; rounded estimate: 65%) of principal in the event of a payment default. "The upgrade reflects continued solid performance, lower leverage (which declined to 3.2x at March 31, 2018, from 3.9x a year ago), and our expectation that positive operating momentum and lower financial sponsor influence and financial policy risk tolerance will result in leverage remaining in the low- to mid-3x area. "The stable rating outlook reflects our expectation that Sabre's operating performance will remain stable, with revenues and EBITDA growth in the mid-single-digit area over the next 12 months. We expect EBITDA margins in the 28% area and debt leverage in the low- to mid-3x area. "We could lower the rating if Sabre's operating performance unexpectedly declines, or if the company's litigation settlement expenses are greater than we anticipate, convincing us that leverage will rise and stay above 4.0x. Additionally, we could also lower the rating if the company adopts a more aggressive financial policy driven by large debt-funded acquisitions and share buybacks. "Our upgrade scenario primarily depends on a favorable reassessment of the company's competitive position and longer-term growth prospects. In this scenario the company's airline solutions and hospitality revenue growth would balance overall revenue and earnings mix, while revenue growth remained in the mid- to high-single-digit range and leverage remained in the low- to mid-3x area." SAGE GROUP: Ordered to File Plan, Disclosures Before July 18 ------------------------------------------------------------ Judge David W. Hercher of the U.S. Bankruptcy Court for the District of Oregon orders Sage Group, LLC to file a chapter 11 disclosure statement and plan of reorganization on or before July 18, 2018. The debtor must also file all required tax returns, including without limitation all required federal and state tax returns for 2015, 2016, and 2017 on or before May 25, 2018. About Sage Group Sage Group, LLC, a privately-held company based in Lake Oswego, Oregon, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Oregon Case No. 18-30949) on March 20, 2018. In the petition signed by John Patrick Lucas, manager, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge David W. Hercher presides over the case. The Debtor hired Troutman Law Firm, PC, as its legal counsel. SCANDIA PACKAGING: Taps Saul Ewing as Legal Counsel --------------------------------------------------- Scandia Packaging Machinery Company seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Saul Ewing Arnstein & Lehr LLP as its legal counsel. The firm will advise the Debtor regarding the continued management and operation of its business and properties, and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $360 to $975 for partners, $350 to $675 for counsel, $250 to $440 for associates, and $90 to $350 for paraprofessionals. The attorneys who will be providing the services are: Stephen Ravin Partner $625 Dipesh Patel Associate $395 Melissa Martinez Associate $275 Saul Ewing has received a retainer of $19,680, which included court-related filing fees. Stephen Ravin, Esq., a partner at Saul Ewing, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen B. Ravin, Esq. Saul Ewing Arnstein & Lehr LLP 1037 Raymond Boulevard, Suite 1520 Newark, NJ 07102 Tel: 973-286-6714 Fax: 973-286-6800 Email: sravin@saul.com Email: stephen.ravin@saul.com About Scandia Packaging Machinery Co. Scandia Packaging Machinery Company -- http://www.scandiapack.com/ -- is a developer and manufacturer of high-speed overwrapping systems that automatically pack products into distribution and retail packages. In 1993, Scandia merged Container Equipment Company, also known as CECO, into their operation, thereby adding 40 years of cartoning machinery design and manufacture to the company. Scandia is headquartered in Fairfield, New Jersey. Scandia Packaging Machinery Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-18639) on April 30, 2018. In the petition signed by Wilhelm B. Bronander III, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Stacey L. Meisel presides over the case. The Debtor tapped Saul Ewing Arnstein & Lehr, LLP as its legal counsel. SCIENTIFIC GAMES: Names New EVP & Group CEO of Gaming Division -------------------------------------------------------------- Scientific Games Corporation announced that Doug Albregts will join the company as the EVP and Group CEO of the Gaming Division. Doug Albregts joins Scientific Games from Sharp Electronics Corporation of America, where he held numerous senior executive level positions. Albregts served as president, CEO of Sharp Imaging and Information Company of America, as well as president, CEO and chairman of Sharp Electronics America, where he was responsible for the overall leadership of the Americas $6 billion operating unit consisting of consumer products, home appliances, display devices, energy storage and business/office products, and managing an organization of over 2,000 employees. Albregts has also held executive management roles focused on enterprise growth in multinational digital technology companies such as American Express, NEC and Samsung. As Group Chief Executive Officer of the Gaming Division, Albregts will oversee Scientific Games' product development, production, supply chain and sales of the Company's Gaming products, systems and services. Albregts will replace Derik Mooberry, who will stay with the Company as EVP for Strategic Projects. "Given Scientific Games' diverse range of industry leading products and services, we are very excited that we will be bringing Doug's deep experience managing a wide range of high-tech businesses and driving innovation across product lines to lead the gaming division. Doug's proven success at top-notch global technology companies will help us lead the industry in innovation and enable us to execute our growth strategies. I also want to acknowledge Derik Mooberry for his service and leadership at our company and within our industry. We're looking forward to continuing to work with him," said Barry Cottle, CEO, SG Interactive and incoming company CEO. "I am excited to join Scientific Games as Barry Cottle becomes the new CEO and all SG is poised to continue to lead the industry. My passion for driving innovation, promoting operational excellence and executive leadership skills, and experience developing cutting-edge commercial technology will enable me to hit the ground running, executing our growth strategies and continuing our momentum as a Company. I look forward to meeting our customers, understanding players' needs, expanding in new and growing markets and driving growth for our customers and shareholders," said Doug Albregts. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Committed to responsible gaming, Scientific Games delivers what customers and players value most: trusted security, engaging entertainment content, operating efficiencies and innovative technology. Scientific Games reported a net loss of $242.3 million for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million for the year ended Dec. 31, 2016. As of March 31, 2018, Scientific Games had $7.73 billion in total assets, $9.93 billion in total liabilities and a total stockholders' deficit of $2.19 billion. SCOTTISH HOLDINGS: Taps Prime Clerk as Administrative Advisor ------------------------------------------------------------- Scottish Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as administrative advisor. The firm will provide bankruptcy administration services, which include the solicitation, balloting and tabulation of votes; the preparation of reports in support of a Chapter 11 plan; and managing and coordinating any distributions pursuant to the plan. The firm's hourly rates are: Claim and Noticing Rates: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $210 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 3rd Avenue, 9th Floor New York, NY 10022 Tel: 212-257-5490 Email: bsteele@primeclerk.com About Scottish Holdings and Scottish Annuity & Life Insurance Company (Cayman) Scottish Holdings, Inc., and Scottish Annuity & Life Insurance Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd. Scottish Re Group Limited -- http://www.scottishre.com/-- is a holding company organized under the laws of the Cayman Islands with its principal executive office in Bermuda. Through its operating subsidiaries, the company is engaged in the reinsurance of life insurance, annuities and annuity-type products. These products are written by life insurance companies and other financial institutions primarily located in the United States. Scottish Re Group has operating companies in Bermuda, Ireland, and the United States. Scottish Holdings and Scottish Annuity sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg Klinenberg, the Debtor estimated assets and liabilities of $1 billion to $10 billion. The Debtors hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP as special counsel; and Keefe, Bruyette & Woods, Inc. as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 20, 2018. The Committee tapped Mayer Brown LLP as special counsel and Appleby (Cayman) Ltd. as special counsel. SCOTTS MIRACLE-GRO: Moody's Confirms Ba2 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Services confirmed the Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default rating and B1 senior unsecured ratings of Scotts Miracle-Gro Company (Scotts). These actions conclude a review for downgrade that was initiated on April 18, 2018. The rating outlook is stable. "We expect the Sunlight Supply Inc. acquisition to diversify the company's business and provide another growth platform for the hydroponics business," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. Moody's expects Scotts to significantly reduce share repurchases such that debt/EBITDA (excluding seasonal borrowings) will approach 3.5 times in the next 12-18 months. RATING RATIONALE The Ba2 CFR reflects Scotts' leading market position within the fragmented lawn and garden industry, efficient operational platform and strong customer relationships. The company's commitment to brand support, product development and strategic acquisitions in the hydroponics business also supports the ratings. Moody's expects higher long-term growth trends of hydroponics, though tempered by uncertainty as market demand evolves, versus Scotts' traditional lawn care business is also reflected in the rating. The ratings are constrained by high pro forma debt/EBITDA at over 4.5 times, including temporary seasonal borrowings, the seasonality of earnings and cash flows, weather dependency and exposure to volatile raw materials prices. Ratings are also constrained by the somewhat discretionary nature of products and by a highly concentrated customer base. Moody's expect Scotts to use its internally generated free cash over the near to medium term to reduce debt. Scotts will continue to rely on its revolver for seasonal working capital needs. Moody's recognizes the long-term favorable growth trends for lawn and garden products driven by favorable demographic and macro-economic trends in the rating. This includes its expectation of continued strong consumer spending. Rating confirmed: The Scotts Miracle-Gro Company: Corporate Family Rating at Ba2; Probability of Default Rating at Ba2-PD: Senior unsecured instrument rating at B1 (LGD 5) Rating affirmed: Speculative Grade Liquidity Rating of SGL-2 The stable rating outlook reflects Moody's view that Scotts will modestly grow earnings, generate positive free cash flow, and limit share repurchases such that seasonally adjusted debt/EBITDA will approach around 3.5 times in the next 12-18 months The rating could be upgraded if Scotts operating performance improves, and credit metrics are sustained at strong levels. Key credit metric driving an upgrade is seasonally adjusted debt/EBITDA sustained below 2.5 times. The rating could be downgraded if financial metrics weaken due to deteriorating operating performance, poor integration of the Sunlight acquisition or the company incurs a material amount of debt to fund an acquisition or shareholder distribution. Key credit metric driving a downgrade is seasonally adjusted debt/EBITDA sustained above 3.5 times. The principal methodology used in this rating was Global Packaged Goods published in January 2017. The Scotts Miracle-Gro Company is a manufacturer and marketer of consumer lawn care and garden products as well as hydroponic growing products. Pro forma revenue approximates $2.9 billion. SEARS HOLDINGS: Extends Co-Brand & Credit Card Agreement with Citi ------------------------------------------------------------------ Citi Retail Services and Sears Holdings said they are extending their 15-year co-brand and private label credit card relationship along with long-term marketing arrangements that include ongoing enhancements to the Shop Your Way Mastercard rewards program. Shop Your Way Mastercard cardholders will now enjoy generous benefits every day that previously were only available on a promotional basis. These cardholders will automatically earn more Shop Your Way points, including: * 5% back in points on eligible purchases made at gas stations; * 3% back in points on eligible purchases at grocery stores and restaurants; * [5% and 3% back on the first $10,000 of combined eligible purchases made annually on gas, groceries and restaurants and 1% thereafter] * 2% back in points on eligible purchases made at Sears and Kmart; and * 1% back in points on all other eligible purchases. Points can easily be redeemed on purchases ranging from everyday household consumables sold at Kmart to larger items such as kitchen appliances sold by Sears or towards a pair of glasses at Sears Optical. There is no minimum redemption threshold and no need for certificates or gift cards -- members can see their points online or on their Shop Your Way app and instantly redeem them towards purchases in store or online. Points earned with the card are also combinable with other Shop Your Way point offers through Shop Your Way partners such as Uber and Uber Eats, Gas Buddy, Avis Budget Group, Synapse (division of Meredith), fuboTV, Truxx and more. Visit shopyourway.com for more information on how to earn points. "We are pleased to extend our long-standing, successful relationship with Sears. The extension provides for strong long-term economic value for both Citi and Sears, and we are especially proud to provide enhanced benefits to our Shop Your Way Mastercard cardmembers every day, at the places they shop most," said Craig Vallorano, head of Citi Retail Services. "Consistent with other top-of-wallet credit cards, more than 70% of customer spend on our Citi-Sears general purpose cards occurs at merchants beyond Sears, so this enhanced rewards structure is designed to deliver strong value for Shop Your Way card customers as well." "We're extremely proud of our longstanding relationship with Citi and are excited that this best-in-class offer which rewards Shop Your Way members for activity in their daily lives is now an ongoing part of the value proposition for cardholders," said Edward S. Lampert, Chairman & CEO of Sears Holdings. "The Shop Your Way Mastercard is a cornerstone of the Shop Your Way engagement platform which provides generous rewards, partnerships and experiences. "We saw a strong volume of card issuances in 2017 and we look forward to building on that momentum as the power of the Shop Your Way platform allows us to personalize experiences and make life easier and more rewarding for every cardholder." The Amendment provides for a five year extension of the Program through Nov. 2, 2025, with Sears having the right to elect to extend the Program for an additional two year term through Nov. 2, 2027, subject to the satisfaction of certain financial performance conditions relating to spending under new credit card accounts opened under the Program. In conjunction with the extension of the agreement, Citi will pay Sears $425 million ($400 million of which has been received) upon entry into the amendment, which encompasses a number of program changes. The shared economics of the program will remain substantially consistent with the existing agreement through Dec. 31, 2020 and will be performance-based thereafter. The amendment removes Sears' right to purchase certain portfolio assets previously included in the program, and for the term of the extension, removes its purchase right to the remaining program assets. Sears will have the right to purchase remaining program assets in certain circumstances, including at the end of another extension term (if it elects to extend the program and subject to the satisfaction of certain conditions). Sears Holdings was advised on the transaction by Goldman Sachs and Wachtell, Lipton, Rosen & Katz. Citi was advised on the transaction by Davis Wright Tremaine LLP, and Davis Polk & Wardwell. About Citi Citi, a global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $383 million on $16.70 billion of total revenues for the year ended Feb. 3, 2018, compared to a net loss of $2.22 billion on $22.13 billion of total revenues for the year ended Jan. 28, 2017. As of Feb. 3, 2018, Sears Holdings had $7.26 billion in total assets, $10.98 billion in total liabilities and a total deficit of $3.72 billion. * * * As reported by the TCR on April 11, 2018, S&P Global Ratings raised its corporate credit rating on Sears Holdings Corp. to 'CCC-' from 'SD' and its short-term corporate credit rating on Sears Roebuck Acceptance Corp. to 'C' from 'SD'. The outlook is negative. S&P said, "The upgrade reflects our view that Sears has addressed most but not all of the 2018 maturities and will need to continue to raise capital as well as make further progress on reducing cash use and losses. The TCR reported on March 26, 2018, that Fitch Ratings upgraded Sears Long-Term IDR to 'CC' from 'RD', which Fitch believes is reflective of the post-DDE credit profile given ongoing restructuring concerns. As reported by the TCR on Jan. 30, 2018, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'. Sears' 'Ca' rating reflects the company's announced pursuit of debt exchanges to extend maturities and its sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SHAMROCK CREEK: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: Shamrock Creek LLC 112 Forge Hill Road New Windsor, NY 12553 Business Description: Shamrock Creek LLC is a privately held distributor of bulk, natural, well and untreated water in New Windsor, New York. Chapter 11 Petition Date: May 23, 2018 Case No.: 18-35850 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Hon. Cecelia G. Morris Debtor's Counsel: Peter A. Pastore, Esq. MCNAMEE LOCHNER, P.C. 677 Broadway Albany, NY 12207 Tel: (518) 447-3200 Fax: (518) 426-4260 Email: pastorepa@mltw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shelley Gray, president. A mailing matrix of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-35850_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-35850.pdf SOURCE ENERGY: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings said it assigned its 'B' long-term corporate credit rating to Calgary-based Source Energy Services Ltd. The outlook is stable. At the same time, S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to Source Energy Services Canada LP and Source Energy Services Canada Holdings Ltd.'s C$148 million first-lien senior secured notes (including the proposed C$40 million add-on). The '2' recovery rating reflects S&P's expectation of substantial (70%-90%; rounded estimate 85%) recovery prospects under our simulated default scenario. The stable outlook reflects S&P Global Ratings' view that increased sand production and cash flows from recent acquisitions will help Source generate an average adjusted debt-to-EBITDA ratio in the low-2x area over the next two years. S&P said, "We expect increased hydraulic fracturing activity to sustain under our hydrocarbon price assumptions and support the demand for the company's frac sand production. We also expect the company to maintain sufficient liquidity following successful completion of the proposed financing transaction." S&P said, "Although the company's relatively conservative leverage ratios allow for cushion without compromising the 'B' rating, we would lower the ratings if Source's cash flow generation materially underperforms our base-case scenario (due to significantly lower volumes or realized prices) over the next 12 months, leading to the fully adjusted debt-to-EBITDA ratio rising sustainably above 3x. Although unlikely in the near term, aggressive financing of growth (for instance, through acquisitions) that increases leverage without prospects for rapid deleveraging would also lead us to review the ratings and outlook. "Although unlikely over the next 12 months, we could consider an upgrade if Source's business risk profile strengthens from increased scale, customer/end market diversification, and stable-to-improving margins. In such a scenario, we would also expect the company to generate cash flow leverage ratios at least in line with our current expectations." SOUTHEASTERN GROCERS: Bankruptcy Court Confirms Amended Ch.11 Plan ------------------------------------------------------------------ Southeastern Grocers, LLC, on May 14, 2018, disclosed that the United States Bankruptcy Court for the District of Delaware (the "Court") has confirmed the Company's Amended Prepackaged Chapter 11 Plan (the "Plan"). The Company expects to complete its financial restructuring process and emerge from Chapter 11 in the coming weeks, after the conditions of the Plan are satisfied. As previously announced, the Plan will decrease overall debt levels by approximately $600 million (including $522 million of debt exchanged for equity in the reorganized Company) and strengthen the Company's balance sheet, allowing SEG to invest in the business to further support its financial health and long-term success. Anthony Hucker, President and Chief Executive Officer of SEG, said, "We are delighted with the Court's swift approval which marks a major milestone in the transformation and correction of our business. This confirmation paves the way for us to emerge as a strong, viable business that is well-positioned to succeed in the competitive retail market. "I want to thank our dedicated associates who have remained focused on ensuring our customers and communities can count on us. We're rooted in our purpose and now firmly on our path to success. We're eager to show our customers how far we've come -- and how far we're going -- as we emerge from this process." SEG will continue to operate more than 575 stores under the BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie banners, providing great service, quality and value throughout the seven states that SEG serves. Additional information about the Company's restructuring efforts is available at www.segrocers.com/restructuring. Court documents and additional information can be found at a website administered by the Company's claims agent, Prime Clerk, at http://cases.primeclerk.com/SEG. Advisors Weil, Gotshal & Manges LLP is serving as legal counsel, Evercore is serving as investment banker, and FTI Consulting Inc. is serving as restructuring advisor to SEG. 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. SUMMIT FINANCIAL: Committee Taps KapilaMukamal as Accountant ------------------------------------------------------------ The official committee of unsecured creditors of Summit Financial Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire KapilaMukamal, LLP as its forensic accountant and financial advisor. The firm will consult with the committee with respect to the Debtor's financial affairs; review the Debtor's books and records; provide assistance in connection with the valuation of the Debtor's assets; analyze any proposed plan of reorganization; provide tax-related advice; and provide other services related to the Debtor's Chapter 11 case. The firm's hourly rates range from $150 to $570. Soneet Kapila, a partner at KapilaMukamal, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. KapilaMukamal can be reached through: Soneet R. Kapila KapilaMukamal, LLP 1000 South Federal Highway, Suite 200 Kapila Building Fort Lauderdale, FL 33316 Phone: 954-761-1011 Email: kapila@kapilamukamal.com Email: km@kapilamukamal.com About Summit Financial Corp Summit Financial Corp -- https://www.summitfinancialcorp.org/ -- provides financing by purchasing and servicing retail installment sales contracts originated at franchised automobile dealerships and select independent used car dealerships located throughout Florida, Alabama, and Georgia. From its location in Plantation, Florida, Summit Financial provides financing for automobile loans for customers that fail to meet the standards of financing from conventional sources, such as most banks, credit unions and other national finance companies. The Company was founded in 1984. Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13389) on March 23, 2018. In the petition signed by David Wheeler, vice president, the Debtor estimated $100 million to $500 million in assets and liabilities. Judge Raymond B Ray presides over the case. Douglas J. Jeffrey, Esq., at the Law Offices of Douglas J. Jeffrey, P.A. and Zach B. Shelomith at the law firm of Leiderman Shelomith Alexander + Somodevilla, PLL, serve as the Debtor's counsel. The U.S. Trustee for Region 21 on April 20, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Summit Financial Corp. The committee members are: (1) Warren Richard Wiebe, Jr. and BMW Capital, LP; (2) Garber Revocable Trust; (3) Robert Hendler IRA; (4) Dennis L. Scott; (5) Madeline J. Hyman, as Trustee of The William Hyman Family Trust; (6) Sydell Lazar; ; and (7) Norman and Karen Blomberg. TERVITA 2018: S&P Rates New $250MM First-Lien Secured Notes 'B' --------------------------------------------------------------- S&P Global Ratings said it assigned its 'B' issue-level rating and '3' recovery rating to Tervita 2018 Escrow Corp.'s (a wholly owned subsidiary of Tervita Corp.) first-lien secured notes due 2021 (Tervita 2018 Escrow's proposed first-lien debt will be effectively second-lien debt under Tervita Corp. at the close of merger transaction). At the same time, S&P Global Ratings placed the issue-level rating on CreditWatch with positive implications. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate 55%) recovery in a default scenario. The company plans to use note proceeds (along with a revolver draw, unsecured debt funding from its largest shareholder, and cash on hand) to refinance Newalta Corp.'s existing debt following the merger between the two companies. S&P said, "The new issue does not affect our 'B' long-term corporate credit rating on the parent (Tervita Corp.), which is unchanged and remains on CreditWatch with positive implications, where we placed it on March 1, 2018, pending the completion of the Newalta merger. The CreditWatch placement reflects our view that the merger could be credit positive for Tervita. We believe that the combined company's scale and market share position will benefit from the merger, given that Tervita and Newalta offer complementary services and compete in the same region (predominantly in the Western Canada Sedimentary Basin). In addition, given the similarity between the two companies' businesses, we expect Tervita to generate meaningful cost savings, which should help it improve margins. "Our stand-alone assessment of Tervita's financial risk profile reflects our expectation that its stand-alone estimated two-year, weighted-average (2018-2019) fully adjusted funds from operations (FFO)-to-debt ratio will be above 12%. We believe that, following the transaction's completion, the combined entity's overall financial risk profile will align with Tervita's current one, with FFO-to-debt remaining close to 12% and expected positive free operating cash flow. "We will resolve the CreditWatch placement when the transaction closes, which we expect before the end of third-quarter 2018. At that time, we will assess Tervita's business position, pro forma capital structure and credit measures. We expect any upgrade would be limited to one notch. In the event that the transaction does not close, we will reassess Tervita's credit profile and our ratings, based on the company's stand-alone operations and forecasts for the 2018-2019 period." RECOVERY ANALYSIS Key analytical factors -- S&P has completed its recovery analysis and assigned its '3' recovery rating to Tervita 2018 Escrow's proposed US$250 million first-lien secured notes. -- The '3' recovery rating corresponds with a meaningful (50%-70%; rounded estimate 55%) recovery in a distress scenario, with no notching to the issue-level rating from the corporate credit rating. -- S&P's default scenario takes place in 2021, following a sustained period of weak crude oil and natural gas prices globally that leads to significantly reduced industry activity and associated decline in demand for the company's products and services. -- S&P has valued Tervita on a going-concern basis, using a 5.5x multiple of its projected emergence EBITDA (including the impact of increased debt and higher sustaining capital spending expectations following the merger), which reflects a decline from its 2017 estimated EBITDA that is appropriate for a 'B' category issuer. The addition of new debt into the debt waterfall marginally decreases recovery prospects for the rated debt. -- S&P's recovery analysis assumes that secured revolver lenders are fully covered, and concludes that secured debtholders could expect meaningful recovery (50%-70%; rounded estimate 55%) in a default scenario. Simulated default and valuation assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: C$107 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): C$559 million -- Valuation split in % (obligors/non-obligors): 100/0 -- Collateral value available to secured creditors: C$559 million -- Secured revolver debt claims: C$103 million --Recovery expectations: Not applicable -- Total value available to second-lien claims: C$456 million -- Secured second-lien debt claims: C$823 million --Recovery expectations: 50%-70% (rounded estimate 55%) All debt amounts include six months of pre-petition interest. Tervita 2018 Escrow's proposed first-lien debt will be effectively second-lien debt under Tervita Corp. at the close of the merger. RATINGS LIST Tervita Corp. Corporate credit rating B/Watch Pos/-- Ratings Assigned Tervita 2018 Escrow Corp. Proposed US$250M 7.625% first-lien Senior Secured Notes B Recovery rating 3(55%) TEXAS E&P: Trustee's $100K Sale of Field Leases & Equipment Okayed ------------------------------------------------------------------ Judge Stacey G.C. Jennings of the U.S. Bankruptcy Court for the Northern District of Texas authorized Jason R. Searcy, the Chapter 11 Trustee of Texas E&P Operating, Inc., to sell (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. Upon Closing, (i) all oil and gas leases associated with Willamar Field well numbers 204, 101, 156, and 164 in Willacy County, Texas, and (ii) all the Debtor's equipment, machinery, tools, fixtures and other tangible personal property and improvements necessary to operate oil and gas wells numbered 101, 156, 164, and 204 and salt water wells numbered 2 and 39, will be sold, transferred, and conveyed to the Purchaser as of the Closing Date free and clear of any liens, claims, and encumbrances, with all liens, claims and encumbrances to the proceeds of the sale. All unpaid and due ad valorem taxes attributable to the property being sold payable to Willacy County or Lyford Consolidated Independent School District for tax years prior to 2018 will be paid from the sale proceeds with interest that has accrued from the petition date through the date of payment at the state statutory rate, except that such amount will not exceed the amount of the sale proceeds, at or as soon as possible after closing and the ad valorem tax lien of Willacy County and Lyford Consolidated Independent School District will attach to the proceeds until such payment. The liens that secure 2018 ad valorem taxes plus all penalties and interest that may accrue owed to Willacy County and Lyford Consolidated Independent School District will remain attached to the property being sold notwithstanding any other provision in the Order and will be the obligation of Black Ink. The Order will not be modified by any chapter 11 plan confirmed in the chapter 11 case. 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. TIDEWATER INC: Posts Net Loss of $39.2M for Qtr. Ended March 31 --------------------------------------------------------------- Tidewater Inc. on May 14, 2018, reported a net loss for the three months ended March 31, 2018, of $39.2 million, or $1.67 per common share, on revenues of $91.5 million. As more fully explained in the company's Form 10-Q for the quarter ended March 31, 2018, upon emergence from Chapter 11 bankruptcy on July 31, 2017, the company adopted fresh start accounting in accordance with applicable accounting and reporting regulations, which resulted in the company becoming a new entity for financial reporting purposes on July 31, 2017. References herein to "Successor" relate to the financial position and results of operations of the reorganized company subsequent to July 31, 2017, while references to "Predecessor" relate to the financial position and results of operations of the company through July 31, 2017. Included in the $39.2 million ($1.67 per common share) net loss for the three months ending March 31, 2018 were the following: -- $15.2 million ($0.65 per common share) of foreign exchange losses, $14.8 million of which ($0.63 per common share) is included in Equity in net earnings (losses) of unconsolidated companies and related to our Angola joint venture, Sonatide. -- $6.2 million ($0.26 per common share) in non-cash asset impairment charges that resulted from impairment reviews undertaken during the three months ended March 31, 2018. Consolidated earnings (loss) before interest, taxes, depreciation and amortization (EBITDA) for the three months ended March 31, 2018, which excludes asset impairment charges, but includes $3.0 million of stock-based compensation expense and $15.2 million of foreign exchange losses, was ($9.9) million. Common shares and New Creditor Warrants, each of which is exercisable to acquire one common share at a price of $0.001, and the sum of common shares and New Creditor Warrants outstanding at March 31, 2018 were 23,988,075, 6,021,696 and 30,009,771, respectively. About Tidewater Inc. Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded international petroleum service company headquartered in New Orleans, Louisiana, U.S. It operates a fleet of ships, providing vessels and marine services to the offshore petroleum industry. Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017. The petitions were signed by Bruce Lundstrom, executive vice president, general counsel and secretary. Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34 billion in debt as of Dec. 31, 2016. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as corporate counsel; AlixPartners, LLP, as financial advisors; Lazard Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring tax consultant; Deloitte & Touche LLP as auditor and tax consultant; Ernst & Young as tax advisor; and Epiq Bankruptcy Solutions, LLC, as administrative advisors, and claims and solicitation agent. An unofficial committee of noteholders of Tidewater Inc., et al., has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, as restructuring counsel, and Blank Rome LLP, as maritime counsel in connection with restructuring discussions. Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20, 2017, appointed three creditors to serve on the committee of equity security holders; and three creditors to serve on the official committee of unsecured creditors. Counsel to the Equity Committee are Saul Ewing LLP and Brown Rudnick LLP. The Equity Committee retained Miller Buckfire & Co., LLC, as financial advisor and investment banker. Lawyers at Whiteford, Taylor & Preston LLC represent the Unsecured Creditors Committee. TIMBERVIEW VETERINARY: June 21 Plan Confirmation Hearing -------------------------------------------------------- Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the Middle District of Pennsylvania approved Timberview Veterinary Hospital, Inc. aka Timber View Veterinary P.C.'s second amended disclosure statement referring to a second amended chapter 11 plan dated March 2, 2018. May 31, 2018 is fixed as the last day for submitting written acceptances or rejections of the second amended plan, and the last day for filing and serving written objections to confirmation of the second amended plan. June 14, 2018 is fixed as the last day for filing with the Court a tabulation of ballots accepting or rejecting the second amended plan. June 21, 2018 at 10:00 a.m. in the United States Bankruptcy Court, The Ronald Reagan Federal Building, Bankruptcy Courtroom, Third Floor, Third and Walnut Streets, Harrisburg, PA 17101, is fixed for the hearing on confirmation of the second amended plan. The Troubled Company Reporter previously reported that the secured claim of M&T Bank and leases with M&T Bank under the plan will be paid in full with interest at 3.25% in 56 equal monthly installments beginning on the fifth month after the Effective Date and ending on the 60th month after the Effective Date. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/pamb1-16-01442-97.pdf About Timberview Veterinary Hospital Timberview Veterinary Hospital, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-01442) on Apr. 6, 2016. The Debtor operates a private nursing home. Henry W. Van Eck, Esq., serves as the Debtor's counsel. The Debtor is represented by Henry W. Van Eck, Esq., at Mette, Evans, & Woodside. The Debtor hires CGA Law Firm as co-counsel, Brown Schultz Sheridan & Fritz, as accountant. Pioneer Health Services listed estimated assets of between $0-$50,000 and estimated liabilities of between $100,001 and $500,000. The petition was signed by Sara E. Mummart, president. TLC RESIDENTIAL: Case Summary & 3 Unsecured Creditors ----------------------------------------------------- Debtor: TLC Residential, Inc. P. O. Box 297 San Francisco, CA 94104 Business Description: TLC Residential, Inc., headquartered in San Francisco, California, provides sober living homes and transitional housing for people with substance use disorder disabilities. Chapter 11 Petition Date: May 23, 2018 Case No.: 18-30571 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Ruth Elin Auerbach, Esq. LAW OFFICES OF RUTH ELIN AUERBACH 77 Van Ness Ave. #201 San Francisco, CA 94102 Tel: (415) 673-0560 Fax: (415) 673-0562 Email: attorneyruth@sbcglobal.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Francisco Montero, president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/canb18-30571.pdf TRANS WORLD: Case Summary & 18 Unsecured Creditors -------------------------------------------------- Debtor: Trans World Services, Inc. 11500 South Main Street, Suite 100 Houston, TX 77025 Business Description: Trans World Services, Inc., is a privately owned auto parts distributor in Houston, Texas. The Company offers automobile parts and services to automotive manufacturers serving customers worldwide. Chapter 11 Petition Date: May 22, 2018 Case No.: 18-32660 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: Nelson M. Jones, III, Esq. LAW OFFICE OF NELSON M. JONES III 440 Louisiana, Suite 1575 Houston, TX 77002 Tel: 713-236-8736 Fax: 713-236-8990 Email: njoneslawfirm@aol.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mohammad H. Semana, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-32660.pdf TRIPLE POINT: S&P Cuts Corp. Credit Rating to 'SD' on Debt Exchange ------------------------------------------------------------------- U.S. commodity management software provider Triple Point Group Holdings Inc.'s debt was reduced via a distressed exchange completed by its parent, Helios Software Holdings Inc. S&P Global Ratings is thus lowering its corporate credit rating on Westport, Conn.-based Triple Point Group Holdings Inc. to 'SD' (selective default) from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's second-lien term loan due 2021 to 'D' from 'CC'. The 'CCC' issue level rating on Triple Point's first-lien debt due July 2020 is unchanged. The downgrades follow Triple Point parent Helios Software Holdings Inc.'s purchase of $10 million of its second-lien term loan at a value below par, Helios' contribution of the debt to Triple Point, and subsequent retirement of the debt by Triple Point. The outstanding balance of $115 million of second-lien debt will remain on the balance sheet and mature in July 2021. S&P treats the transaction as equivalent to a default, based on our criteria, because investors received less principal and interest than the securities promised. S&P plans to raise the corporate credit rating to 'CCC' from 'SD' with a negative outlook over the next few days, reflecting the company's continued decline in sales performance and liquidity risk exacerbated by the upcoming maturity of its July 2018 revolving credit facility. TRUE PRODUCTS: June 7 Hearing on Disclosure Statement ----------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida will conduct a hearing on June 7, 2018 at 3:00 p.m. to consider the adequacy of True Products, Inc.'s disclosure statement. Any party having an objection to the Disclosure Statement must file and serve the objection no later than seven days before the Disclosure Statement Hearing. The Debtor may amend its Disclosure Statement prior to the Disclosure Statement Hearing to cure, meet, or otherwise overcome any objections filed. About True Products True Products, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00204) on January 11, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Buddy D. Ford, P.A., is the Debtor's legal counsel. U.S.A. DAWGS: Seeks Approval of LOI with Optimal Investment Group ----------------------------------------------------------------- The U.S.A. Dawgs, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to authorize the Letter of Intent with dated May 4, 2018 with Optimal Investment Group, Inc. ("OIG") in connection with the proposed transaction to be effectuated through a plan of reorganization. A hearing on the Motion is set for June 12, 2018 at 9:30 a.m. The Debtor operates a business selling DAWGS Brand footwear out of a 44,0000 square-foot warehouse in southwest Las Vegas and concentrates on distributing specialized quality and value priced footwear. It currently employs a workforce of 17 people and in recent years has had sales ranging between $9 and $17 million per year in gross-revenue. The Debtor has been engaged in a longstanding series of litigated disputes with Crocs, Inc. and current and former Crocs officers and directors , also involving Double Diamond Distribution Ltd., which shares common equity ownership with the Debtor. In connection with Three Twenty-One Capital Partners, LLC ("321"), which is the Debtor's approved investment banker, the Debtor has negotiated the LOI. The key terms of the LOI are: 1. Proposed Transaction: On the effective date of the Plan: A. Dawgs will be reorganized and emerge from bankruptcy. B. OIG will pay Reorganized Dawgs $4.8 million, which will be used by Reorganized Dawgs to pay the Company's secured claims, administrative claims, and priority claims in accordance with the terms of its confirmed Plan. C. Two new entities will be formed by OIG. The first entity will be owned 90% by OIG and 10% by Reorganized Dawgs ("NewOpCo"). The second entity will be owned 70% by OIG and 30% by Reorganized Dawgs ("NewLitCo"). D. All or substantially all of the Company's assets, as determined by OIG, other than the litigation claims held by the Company against Crocs, Inc. and its officers, directors, and affiliates ("Dawgs Crocs Claims") will be transferred free and clear of all liens, claims, and interests to NewOpCo. The transfer of such assets will be in accordance with the terms of the confirmed Plan and effectuated by documents acceptable to OIG and the Company. E. The Dawgs Crocs Claims will be transferred to NewLitCo free and clear of all liens, claims, and interests. The transfer of the Dawgs Crocs Claims will be in accordance with the terms of the confirmed Plan and effectuated by documents acceptable to OIG and the Company. F. Double Diamond Distribution, Ltd. holds claims against Crocs, Inc., which claims are asserted in the same litigation as the Dawgs Crocs Claims pending in the United States. The DD US Crocs Claims will be transferred to NewLitCo. Double Diamond also holds separate claims against Crocs, Inc. that are currently being prosecuted in Canada, which claims are unrelated to the Company and the Crocs Claims being prosecuted in the United States. For the avoidance of doubt, the DD Canadian Claims are not being transferred to NewLitCo. G. OIG understands that the DD Crocs Claims are encumbered by a first priority secured claim held by a Canadian credit union . Prior to the Effective Date, Double Diamond will obtain a subordination agreement with its Canadian credit union subordinating the DD Secured Debt to any litigation financing obtained by NewLitCo to prosecute the Crocs Claims. From any recovery on the Crocs Claims, the DD Secured Debt will be paid after all incurred legal fees and all litigation financing and before any distribution to equity. The Company and OIG will agree on a minimum threshold amount at which NewLitCo may agree to a settlement of the Crocs Claims. H. OIG will receive the following preferred return equal to its full investment amount, including working capital invested in USA Dawgs and attorney's fees incurred consummating the Proposed Transaction (estimated to be between $5.5 and $6 Million) from NewOpCo and NewLitCo, which will be set forth in the corporate documents for each company. By way of example, if OIG's investment in the Proposed Transaction is $6 Million, if NewOpCo distributes $2 Million to OIG and then damages are recovered by NewLitCo on the Crocs Claims, OIG would receive the first $4 Million after the litigation finance firm is paid, the law firm's contingency counsel, and the DD Secured Debt is paid. Thereafter, NewOpCo and NewLitCo would make distributions to OIG and Reorganized Dawgs according to their ownership percentages. I. OIG, NewLitCo and NewOpCo will be completely unencumbered at the close of this transaction from any and all claims, liens, and indebtedness incurred prior to the close of the transaction including IRS liens, royalties owed to Double Diamond from the Company or Canada Dawgs, or any other claims from any and all secured and unsecured creditors. Any payments owed to any of these parties at the close of this transaction will be the full responsibility of Reorganized Dawgs. J. The Canadian Cos. and NewOpCo will enter into a licensing agreement for all intellectual property owned by the Canadian Cos. and utilized by the Company in its operations. 2. Plan of Reorganization: The Company will file a plan of reorganization that incorporates the terms of the LOI and is approved in all respects by OIG. The Plan shall: A. Incorporate the terms of the LOI. B. Provide for the full payment of all Allowed Secured Claims, Allowed Administrative Claims, and Allowed Priority Claims held against the Company. C. Provide for periodic payments to the Holders of Allowed Unsecured Claims held against the Company, with final payment to be tendered by the Reorganized Dawgs upon the conclusion of the litigation on the Crocs Claims. D. Provide that the payment of Allowed Unsecured Claims held against the Company will be the sole responsibility of Reorganized Dawgs. E. Provide that OIG, NewOpCo, and NewLitCo will have no responsibility for, or obligation to pay, any of the claims asserted against the Company or Reorganized Debtor. F. Provide that the Company's real property lease will be assumed and assigned to NewOpCo pending further diligence. NewOpCo will determine whether the Company's other executory contracts and leases will be assumed and assigned or rejected, which will be set forth in the Plan. NewOpCo reserves the right to diligence the lease (terms, space, etc.) prior to close to determine the need going forward. G. Provide that Reorganized Dawgs may acquire OIG's 90% equity interest in NewOpCo upon: (i) payment of $9.6 Million to OIG within one year of the Effective Date; and (ii) payment of $14.4 Million to OIG at any time between the 366th and the 730th day after the Effective Date. The Proposed Transaction and the proposed Plan would allow the Debtor to successfully reorganize, including providing for payment in full of all Allowed Secured Claims, Allowed Administrative Claims, and Allowed Priority Claims, and also provide for distributions to Holders of Allowed Unsecured Claims. As well, the proposed multi-entity reorganized structure is proposed to maximize the potential recovery to the estate's creditors while minimizing risk. Accordingly, the terms of the LOI are in the best interest of the estate and its creditors, and should be approved by the Court. About U.S.A. Dawgs U.S.A. Dawgs Inc. -- https://www.usadawgs.com/ -- designs, manufactures, and distributes footwear. The company offers slip resistant, casual working, safety, golf, spirit, and toning shoes; sandals, flip flops, bendables, clogs, and Aussie style and cow suede boots; and socks for men, women, boys, girls, and babies. The company was founded in 2006 and is based in Las Vegas, Nevada. U.S.A. Dawgs, Inc., filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-10453) on Jan. 31, 2018. In the petition signed by Steven Mann, president and CEO, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million liabilities. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Talitha B. Gray Kozlowski, Esq. and Teresa M. Pilatowicz, Esq. of Garman Turner Gordon, LLP. VIDEOLOGY INC: Committee Balks at 'Onerous' DIP Loan Fees --------------------------------------------------------- The Official Committee of Unsecured Creditors of Videology, Inc., asks the Delaware Bankruptcy Court to deny approval of the Debtors' proposed secured post-petition financing unless the loan terms are amended. The Committee contends that the DIP Facility, as currently proposed, saddles the bankruptcy estates with onerous and above-market fees and interest rates that would significantly reduce recoveries for unsecured creditors, while giving the DIP Lender an outsize recovery on an exceedingly short-term loan. The Committee also relates that Marble Ridge Master Fund LP, has committed to provide alternative DIP financing to the Debtors on cheaper terms. The Debtors are seeking Court approval to obtain up to $25 million postpetition secured financing from Draper Lending, LLC. About $20 million of the loan is available on an interim basis. Kenneth Tarpey, Videology's Chief Financial Officer, said in court papers that, without approval of the DIP Credit Facility, the Debtors are projected to run out of liquidity (or come very close to it) by the end of May. Accordingly, interim approval of the DIP Credit Facility is needed. Mr. Tarpey explained that, after using the interim funds of $20 million to pay off the Prepetition Lenders, and payment of the DIP Lenders' fees from the initial $20 million draw, the Debtors will increase their liquidity by $2.8 million, which will allow the Debtors to meet payroll and other obligations in the short term. The Debtors will also have the ability to draw the additional $5 million on or after June 5, assuming the DIP Credit Facility is approved on a final basis. Assuming the Debtors receive payment on invoices from its customers, the DIP Credit Facility is expected to be an effective bridge to a sale in the mid-July time frame. Mr. Tarpey also said that while the total cost of the DIP loan is approximately $2.52 million if all $25 million is drawn, and approximately $2.13 million if the interim amount of $20 million is drawn, the incremental cost of the DIP loan is relatively nominal as compared to continued use of cash collateral. He explained that continued use of cash collateral would cost the Debtors approximately $1.9 million, consisting of interest of approximately $800,000 for an eight-week period, a change in control fee of $800,000, and estimate fees and expenses of $300,000 -- combined between the lenders and the Debtors -- to have an anticipated contested cash collateral dispute. Accordingly, the incremental cost of the DIP loan versus continued use of cash collateral is approximately $236,000, if the $20 million interim amount is drawn, and $623,000, if the additional $5 million that would become available upon final approval of the DIP Credit Facility is drawn. In its Objection, the Committee reminds the Court that the Debtors, when they filed for bankruptcy, asserted that the Prepetition Lenders are "significantly" oversecured by an "enormous equity cushion" of $33 million. Just days later, however, the Debtors reversed course. The Debtors now contend that postpetition financing is needed to fund the sale process and continue operations through closing because there is "uncertainty whether such a disputed cash collateral hearing would succeed." The Debtors give no explanation for this about-face and the proposed settlement with GroupM -- which was negotiated on the eve of the hearing on the DIP financing motion -- only strengthens the Debtors' initial contention that additional financing is unnecessary to close a sale transaction. The Committee says it supports the Debtors' pursuit of a value-maximizing going concern sale, and, similarly, would support a postpetition financing facility that improves the Debtors' ability to fund a robust sale process without unduly harming the Debtors' fulcrum creditors. The DIP Facility falls short in this regard, the Committee contends. The Debtors have said in court papers that the proposed DIP Facility -- with total fees in excess of $2 million for what could amount to a 60-day loan -- imposes a negligible net cost to the estates due to certain savings with respect to costs and payments due to the Prepetition Lenders. According to the Committee, this argument assumes (i) an arbitrary $300,000 price tag on a contested cash collateral hearing -- despite the "enormous equity cushion" identified by the Debtors themselves -- and (ii) payment of a $800,000 "change-in-control" fee, the enforceability of which is presently the subject of Committee investigation. The Committee also complains that the DIP Facility grants liens and superpriority claims to the DIP Lender on the Debtors' chapter 5 avoidance actions and D&O claim recoveries on account of these inflated DIP obligations; and contemplates the immediate use of DIP proceeds to refinance all purportedly outstanding prepetition secured obligations, including millions in questionable prepayment penalties and end-of-term fees that quite simply do not need to be paid at this time. The Committee proposes these modifications to the DIP Facility: (A) Reduction of DIP Fees The DIP Facility contemplates the payment to the DIP Lender of no less than four separate fees, totaling over $2 million (or roughly 30% of the actual liquidity being provided). These fees, several of which are due and payable upon entry of an interim order, are self-evidently unreasonable and impermissibly onerous for a loan of this size and length, particularly given the equity cushion established by the terms of the stalking horse asset purchase agreement obtained by the Debtors. The DIP Facility cannot be approved unless the aggregate amount of fees paid to the DIP Lender is drastically reduced. (B) No Stated Maturity Fee The DIP Facility also provides for the payment of an additional $2.5 million "Stated Maturity Fee" should the DIP loan not be paid in full by September 30, 2018. The imposition of this fee only serves to impair the Debtors' ability to administer these cases in the best interests of creditors should the Debtors determine in their business judgment that an extension of the sale process would enhance value. These estates should not incur such a draconian penalty should the DIP obligations not be satisfied a mere 120 days from the issuance of the loan. (C) No Liens/Claims on Unencumbered Assets Any order approving the DIP Facility on an interim basis should clearly state that no assets (or the proceeds thereof) of the Debtors that were unencumbered as of the Petition Date shall be subject to any DIP liens, adequate protection liens, or any superpriority claims. (D) No Payment of Termination Fees to Prepetition Lenders The Debtors seek the authority to pay in excess of $16.5 million to refinance amounts purportedly due and owing to their prepetition lenders, including $5.25 million in fees. The Committee has no objection to the Debtors' payment of the undisputed principal and interest owing under those facilities, subject to clawback pending the results of the Committee's investigation of the extent, validity and priority of the prepetition liens asserted against the Debtors' assets and the prepetition conduct of the lenders. However, it is respectfully submitted that any payment on account of any pre-payment penalty or other end-of-term fee is inappropriate -- and utterly unnecessary -- at this early stage of these cases. (E) Limitation of Imposition of Default Interest Under the DIP Facility, the Debtors are charged interest at a 17% rate upon the occurrence and continuance of an event of default. This 5% increase over the non-default rate could significantly increase the amount of the DIP obligations should a default arise during these cases -- even one that does not imperil the sale process or put the DIP Lender's recovery at risk. The Committee contends that either (i) default interest only be charged upon the continuance of an event of default that leads to a termination of the stalking horse asset purchase agreement; or (ii) that the default rate be reduced to the customary 2% rate over and above the non-default rate. (F) No 506(c) Waiver No waiver of the Debtors' section 506(c) surcharge rights should be granted in these cases without first ensuring payment in full to known administrative claimants, including stub rent and all the other costs and expenses of preserving and disposing of the lenders' collateral. Immunizing agreements which prohibit surcharge payment obligations under section 506(c) of the Bankruptcy Code have been found unenforceable on the basis that such provisions operate as a windfall to the secured creditor at the expense of administrative claimants. The waivers, because they are binding upon all parties in interest, should never be lightly granted nor may the management of a debtor in possession concede this issue for any but compelling reasons. Currently, the Budget does not assure payment of stub rent or any other administrative costs. Until and unless the Budget fully reflects guaranteed payment of such expenses, a section 506(c) waiver should not be allowed. The Committee further relates that on May 22, 2018, Marble Ridge provided the Debtors with a term sheet for a propose debtor in possession financing loan on terms similar to the DIP Facility except that the fees under Competing Term Sheet are proposed to be $1.6 million in total, approximately $500,000 less than those proposed by the DIP Lender. In addition, the Competing Term Sheet also proposes to modify the Approved Budget to provide for payment of "stub rent" not to exceed $100,000. Given the Competing Term Sheet, the Court should not approve the Debtors' Motion and the DIP Facility until the Debtors and the Committee have the ability to determine if funding can be provided on superior terms under the Competing Term Sheet. * * * In a Supplemental Objection, the Committee notes that the Debtors filed the Rule 9019 Motion seeking approval of a settlement agreement by and between the Debtors and GroupM, the Debtors' largest customer, pursuant to which, inter alia, GroupM has agreed to pay the Debtors $14,647,650 of the $19,297,650 that the Debtors contend is due and owing, with GroupM being permitted to exercise setoff rights as to the balance purportedly due and owing to the Debtors. GroupM agreed, subject to the Court's interim approval of the 9019 Motion at the hearing scheduled for May 23, to make an immediate payment to the Debtors in the amount of $5,600,000, reflecting application of the $4,650,000 credit, with the balance of $9,047,650 to be paid by GroupM to the Debtors upon the Court's final approval of the settlement. The Committee contends that the immediate liquidity that would be provided to the Debtors' estates by virtue of interim approval of the Settlement Agreement will provide the Debtors with sufficient funds to avoid any need for additional postpetition financing. GroupM, which is the chair of the Committee, supports to the Committee's objection. The Committee is represented in the case by: Christopher M. Samis, Esq. L. Katherine Good, Esq. Stephen B. Gerald, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE 19801-3700 Telephone: (302) 353-4144 Facsimile: (302) 661-7950 Email: csamis@wtplaw.com kgood@wtplaw.com sgerald@wtplaw.com - and - Seth Van Aalten, Esq. Michael Klein, Esq. Max Schlan, Esq. Evan Lazerowitz, Esq. COOLEY LLP 1114 Avenue of the Americas New York, New York 10036-7798 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Email: svanaalten@cooley.com mklein@cooley.com mschlan@cooley.com elazerowitz@cooley.com About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by Scott A. Ferber, chief executive officer, the Debtors disclosed that they had estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special Corporate counsel; and Berkeley Research Group as financial advisor. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Cooley LLP and Whiteford, Taylor & Preston LLC. GroupM Digital UK, the Debtor's largest vendor and client, is represented in the case by Debra I. Grassgreen, Esq., Robert J. Feinstein, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP; and Curt Myers, Esq., and Massimo Giugliano, Esq., at Davis & Gilbert LLP. The Debtors have entered into a sale agreement with Amobee Inc., as stalking horse bidder. Amobee is represented by: Gregory W. Fox, Esq. GOODWIN PROCTER LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 Telephone: (212) 459-7348 Facsimile: (212) 409-8403 Email: GFox@goodwinlaw.com - and - Alessandra L. Simons, Esq. GOODWIN PROCTER LLP Three Embarcadero Center, 28th Floor San Francisco, CA 94111 Telephone: (415) 733-6039 Facsimile: (415) 677-9041 Email: ASimons@goodwinlaw.com - and - Matthew P. Ward, Esq. Morgan L. Patterson, Esq. WOMBLE BOND DICKINSON (US) LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 Email: matthew.ward@wbd-us.com Email: morgan.patterson@wbd-us.com VIDEOLOGY INC: Sec. 341 Creditors' Meeting Set for June 15 ---------------------------------------------------------- A meeting of Videology Inc.'s creditors is set for June 15, 2018 at 10:00 a.m. at 844 King Street, Room 3209, in Wilmington, Delaware. The meeting will be held pursuant to Sec. 341(a) of the Bankruptcy Code. A representative of the Debtors is required to attend the meeting to be questioned under oath. The meeting may be continued or adjourned to a later date. Creditors may attend, but are not required to do so. About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by Scott A. Ferber, chief executive officer, the Debtors disclosed that they had estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special Corporate counsel; and Berkeley Research Group as financial advisor. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Cooley LLP and Whiteford, Taylor & Preston LLC. GroupM Digital UK, the Debtor's largest vendor and client, is represented in the case by Debra I. Grassgreen, Esq., Robert J. Feinstein, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP; and Curt Myers, Esq., and Massimo Giugliano, Esq., at Davis & Gilbert LLP. VIDEOLOGY INC: Taps Omni Management as Claims Agent --------------------------------------------------- Videology, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group as 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. Omni will charge these hourly rates: Analyst $25 - $40 Consultant $50 - $125 Senior Consultant $140 - $155 Equity Services $175 Technology/Programming $85 - $135 Prior to the Petition Date, the Debtors provided Omni a retainer in the sum of $10,000. Paul Deutch, senior vice-president of Omni, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Omni can be reached through: Paul H. Deutch Omni Management Group 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 Email: nycontact@omnimgt.com About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by Scott A. Ferber, CEO, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial Advisor. VIDEOLOGY INC: To Net $14MM from Accord with Largest Customer ------------------------------------------------------------- Videology Inc. will return to the U.S. Bankruptcy Court in Wilmington, Delaware, at a hearing for June 5, 2018, to seek court approval of a settlement with GroupM Digital UK, the Debtor's largest vendor and client. Certain GroupM entities owe certain Debtor entities approximately $19 million. GroupM is owed more than $31 million and contends that it has complete defenses to the Debtors' claims. The Debtors believe that, while they strongly disagree with GroupM's position, the dispute must be resolved amicably with GroupM on an expedited basis for the Debtors to have sufficient cash to meet their obligations through what promises to be a robust sale process. To resolve the dispute, GroupM has agreed to pay $14,647,650 of the $19,297,650 claim while being permitted to exercise setoff rights as to the balance. The Settlement Agreement would release avoidance claims against GroupM under setoff agreements effectuated prior to the filing of these Chapter 11 cases. The Debtors tell the Court they require payment by GroupM of outstanding invoices to have the liquidity through a sale. They explain that the proposed post-petition debtor-in-possession financing does not alone provide the bankruptcy estate sufficient cash to continue operations through a sale transaction without cooperation and payments from the Debtors' key customers, including GroupM. Before filing for Chapter 11, the Debtors engaged in extensive discussions which culminated in an Asset Purchase Agreement dated May 4, 2018 with Amobee, Inc., for the sale of substantially all of the Debtors' assets. On May 14, the Debtors filed a motion requesting the Court's approval of bidding and sale procedures that will ensure that the Debtors' business is sold for the highest and best price. The Debtors note that many entities have expressed interest in participating in bidding. Certain of GroupM's companies provide Videology with inventory, in the form of media space for advertising, which Videology enhances with its proprietary technology. Other GroupM entities then place advertising for their clients utilizing the enhanced media. The Debtors believe they would succeed in litigation involving GroupM; however, litigation has inherent risk and cost that the Settlement would avoid. GroupM strongly contests the Debtors' ability to collect any of the invoices without GroupM being permitted to apply those amounts to amounts that are owed by certain Debtor entities to certain GroupM entities. "Litigation of these disputes would present serious timing issues, because by the time the parties were to obtain a final ruling as to GroupM's obligations to the Debtors, business operations would have likely ceased and it would likely be too late to salvage the companies as a going concern and pursue the sale process that is indisputably in the best interest of the Debtors, their estates and creditors. Accordingly, the Debtors have exercised sound business judgment in entering into the Settlement Agreement with GroupM, and the Settlement Agreement should be approved," G. David Dean, Esq., at Cole Schotz P.C., the Debtors' counsel, said in court papers. Videology and GroupM agree that the parties (and other affiliates) owe other amounts that are not covered by the Settlement Agreement, and nothing in the Settlement Agreement is intended to waive or settle those other amounts. GroupM is represented in the case by: Debra I. Grassgreen, Esq. Robert J. Feinstein, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 Telephone: 302-652-4100 Facsimile: 302-652-4400 E-mail: dgrassgreen@pszjlaw.com rfeinstein@pszjlaw.com crobinson@pszjlaw.com - and – Curt Myers, Esq. Massimo Giugliano, Esq. DAVIS & GILBERT LLP 1740 Broadway New York, NY 10019 Telephone: (212) 468-4800 Facsimile: (212) 468-4888 Email: cmyers@dglaw.com mgiugliano@dglaw.com About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by Scott A. Ferber, chief executive officer, the Debtors disclosed that they had estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special Corporate counsel; and Berkeley Research Group as financial advisor. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by lawyers at Cooley LLP and Whiteford, Taylor & Preston LLC. VIRTUAL COMMUNICATIONS: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Virtual Communications Corporation 319 E. Warm Springs Road, Ste 100 Las Vegas, NV 89119 Business Description: Virtual Communications Corporation, headquartered in Las Vegas, Nevada, is a privately held technology company that develops technology solutions that enable businesses to improve their customer interaction experience. The company's primary product is the ALICE ("A Live Interactive Communication Experience") Receptionist software. The ALICE system, provided as a software subscription model, permits businesses to control many aspects of handling visitors to their physical premises without the need for a designated member of staff to be located in the entity's reception area. A single staff member may remotely interact with visitors to a number of physical locations. The company currently sells its product to businesses and government entities in the United States, Australia, Azerbaijan, Belgium, Bermuda, Brazil, Canada, China and New Zealand. Chapter 11 Petition Date: May 22, 2018 Case No.: 18-12951 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Babero Debtor's Counsel: Bart K. Larsen, Esq. KOLESAR & LEATHAM, CHTD. 400 South Rampart Boulevard, Suite 400 Las Vegas, NV 89145 Tel: (702) 362-7800 Fax: (702) 362-9472 Email: blarsen@klnevada.com info@klnevada.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Yoder, president and director. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb18-12951.pdf WHEELCHAIR SALES: Judge Signs Second Interim Cash Collateral Order ------------------------------------------------------------------ The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has signed a second interim order authorizing Wheelchair Sales & Services, Inc., to use the cash collateral of Sunrise Medical (US) LLC through June 8, 2018. The Debtor's Motion for the continuing use of cash collateral is continued to June 5, 2018 at 10:00 a.m. The Debtor may use cash collateral to pay its ordinary and necessary post-petition expenses related to the operation of its business at 14001 W. Illinois Highway, Illinois, as provided in the budget attached to the Debtor's Motion. The cash collateral budget for May 20118 provides total expenses of $94,100. Sunrise Medical is granted valid perfected and enforceable postpetition replacement liens on all proceeds of existing collateral and all new collateral, to the same extent that it had perfected liens prepetition. Sunrise Medical's post-petition lien will be superior in right to any other lien hereinafter created or arising. In addition, the Debtor will pay $2,000 Sunrise Medical on or before the 15th day of each month continuing until further order of the Court. A full-text copy of the Second Interim Order is available at: http://bankrupt.com/misc/ilnb18-05186-17.pdf About Wheelchair Sales & Service Wheelchair Sales & Service Inc. is a medical equipment supplier in New Lenox, Illinois. The Company offers medical equipment such as respirators, wheelchairs, home dialysis systems, or monitoring systems, that are prescribed by a physician for a patient's use in the home and that are usable for an extended period of time. Wheelchair Sales & Services, Inc., d/b/a WS&S Globam Medical, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-05186) on Feb. 26, 2018. In the petition signed by William M. Downs, stockholder, the Debtor disclosed $579,965 in total assets and $1.04 million in total debt. The case is assigned to Judge Donald R Cassling. The Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd. WILLIAM RILEY: $324K Sale of Puyallup Property to JKAB3 Approved ---------------------------------------------------------------- Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western District of Washington authorized William and Althea Riley to sell the real property located at 7502 and 7504 110th Street East, Puyallup, Washington, Tax Parcel Numbers 6022120100 and 6022120090, to JKAB3, LLC for $324,000. The sale is free and clear of all liens claims and encumbrances. As part of closing the sale of the Property, and as a condition to such closing, William Riley, Althea Riley and Madrona South, LLC will execute a rescission of the Madrona Assignment as it relates to the Property in order to generate proceeds for the Riley bankruptcy estate. Each of the first priority liens of JPMorgan Chase Bank, N.A. on the respective parcels comprised of the Property is undisputed, and that each of JPMorgan's first priority liens as to the Property will not be surcharged with the costs of the sale or any other administrative claims, costs or expenses in connection with the sale. The gross proceeds generated from the sale of the Property, the Debtors will pay directly from escrow: (1) all normal costs of sale, including real estate commissions and seller's closing costs; (2) all pro-rated outstanding real estate taxes owed to Pierce County; (3) the current balance owing to each of the first position deeds of trust held by, JPMorgan at the time of closing and in accordance with its respective payoff demands for each parcel comprised of the Property; and (4) Whidbey Island Bank toward payment of its judgment until paid in full. From the remaining sale proceeds from the Property, the Debtors will be entitled to pay the unpaid portion of any of their counsel's previously approved but still outstanding fees and costs, as provided in paragraph 4 of the Order Approving Third Interim Application of The Tracy Law Group PLLC for Compensation of Attorneys' Fees and Reimbursement of Costs entered by the Court on April 18, 2018, and will then hold the remaining sale proceeds in The Tracy Law Group’s IOLTA Trust Account pending further order from the Court. As to JPMorgan, generally: A. Subsequent to entry of an Order on Debtors’ Motion, JPMorgan, by and through its counsel of record, will provide the Debtors' counsel and the respective designated escrow officer updated payoff demands for the Property; B. that at least 48 hours prior to any scheduled closing of escrow with respect to any of the Properties, counsel for JPMorgan must be provided with a copy of the final estimated HUD‐1 Settlement/Closing Statement for review and approval, and provide written approval of the same prior to the closing of escrow of a respective Property, and JPMorgan reserves its right to require an updated payoff demand for any of the respective parcels comprised of the Property, prior to any close of escrow to ensure its respective claims are paid in full. C. If the Debtors dispute any amounts set forth in any payoff demand provided by JPMorgan, then the Debtors will be required to notify counsel for JPMorgan at least 48 hours prior to any close of escrow and identify what amounts are in dispute. Further, Debtors will immediately release to JPMorgan any and all funds not alleged to be disputed, and hold and reserve in escrow in a blocked, interest bearing account, the amount disputed, along with the remaining excess net sale proceeds over and above JPMorgan's payoff demand for any attorneys' fees and costs anticipated to be incurred by JPMorgan to resolve the Disputed Amount. JPMorgan liens will immediately attach to the net sale proceeds, including the Disputed Amount, with the same force and effect, and in the same priority, validity and scope as its respective lien. The release of any Disputed Amount maybe pursuant to written stipulation between the parties submitted to escrow without further order of the Court, or pursuant to Order of the Court after notice and hearing, with such released funds to be held in trust by TTLG pending further Order of the Court as required. The Debtors and Union Bank reserve all arguments related to the payment of capital gains taxes generated from the sales contemplated in the Order, if any, from the remaining sale proceeds held by TTLG in respect to each of the properties. The Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. It is a final Order, and in accordance with Bankruptcy Rule 8001(a), the time to file a notice of appeal will commence from date of entry. William Riley and Althea Riley sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 15-43936) on Aug. 21, 2015. WILLIDPEWS BBQ: Authorized to Use Cash Collateral on Interim Basis ------------------------------------------------------------------ The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada has authorized Willidpews BBQ Emporium, Inc., to use the cash collateral of Cache Valley Bank on an interim basis for a period up to and including the date of entry of a final order relating to cash collateral. The approved cash collateral budget provides total monthly expenses of approximately $54,540. The Debtor will provide adequate protection to Cache Valley Bank in amount of $1,690 per month, commencing on March 15, 2018, and continuing on the fifteenth day of each month thereafter until further order of the Court, confirmation of a Chapter 11 plan of reorganization or dismissal of Debtor's case. A full-text copy of the Order is available at http://bankrupt.com/misc/nvb18-50140-42.pdf About Willidpews BBQ Emporium Willidpews BBQ Emporium, Inc., operates two Dickey's BBQ Pit franchises in Reno, Nevada. Willidpews BBQ Emporium filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-50140) on Feb. 12, 2018, estimating under $1 million in assets and liabilities. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., is the Debtor's counsel. Y&M RENTAL: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Y&M Rental Property Management, LLC 2521 Fiesta Way Ceres, CA 95307 Business Description: Y&M Rental Property Management, LLC is a real estate company based in Ceres, California. Chapter 11 Petition Date: May 22, 2018 Court: United States Bankruptcy Court Eastern District of California (Modesto) Case No.: 18-90375 Judge: Hon. Ronald H. Sargis Debtor's Counsel: David C. Johnston, Esq. DAVID C. JOHNSTON 1600 G Street, Suite 102 Modesto, CA 95354 Tel: 209-579-1150 Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Yajaira Vaca, 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/caeb18-90375.pdf YINGHUA ACADEMY, MN: S&P Raises Ratings on 2013A/B Bonds to 'BB+' ----------------------------------------------------------------- S&P Global Ratings raised its rating to 'BB+' from 'BB' on the City of Minneapolis' $13.87 million series 2013A tax-exempt bonds and $265,000 series 2013B taxable charter school lease revenue bonds issued for the Educational Properties Yinghua LLC (now Yinghua Building Corp. Inc. [YBC Inc.]) on behalf of Yinghua Academy (YA), Minn. The outlook is stable. In April of 2017, Educational Properties Yinghua transferred all property and assets to YBC Inc. As a result, Educational Properties Yinghua's debt obligations and rental agreement were assigned to YBC Inc. S&P understands that YBC Inc. will serve the academy in the same role as Educational Properties Yinghua had previously. "The upgrade reflects our view of Yinghua Academy's improved financial metrics, with growth in unrestricted reserves cash position and strengthened maximum annual debt service coverage over the past three years," said S&P Global Ratings credit analyst Brian Marshall. In addition, the upgrade reflects our view of the academy's favorable enterprise profile, supported by stable enrollment and a highly respected academic track record. "We assessed YA's enterprise profile as adequate, as characterized by good demand, excellent academics, and a stable management team within a charter-friendly environment. The enterprise profile is constrained, in part, by YA's narrow focus as a Chinese immersion program, which ultimately limits the school's enrollment pool. Still, the academy's reputation as a leading, if not, the leading Chinese immersion charter program in the country helps ensure a favorable demand profile over our outlook horizon in our opinion. "We assessed YA's financial profile as adequate, with a moderate debt burden, offset by growing unrestricted reserves and solid coverage levels. The financial profile is tempered by limited revenue-raising flexibility due to current facility capacity constraints and projected lower MADS coverage in fiscal 2018 following planned equipment purchases and school improvements. We believe that, combined, these credit factors lead to an indicative stand-alone credit profile of 'bbb-'. In our view, the academy's limited operating history at full capacity and the decrease in revenue tied to enrollment growth captured in previous years, are more indicative of a 'BB+' rating." The rating reflects S&P's view of the academy's: -- Excellent demand profile, as evidenced by the growing enrollment, growing wait list, and high retention, which we expect will continue; Superior academic results placing the school as one of the top performers in the state and the nation, as evidenced by the National Blue Ribbon Award; and -- Improved financial operations mostly driven by the increase in enrollment, resulting in solid coverage, which is projected to moderate in fiscal 2018. Partly offsetting the above strengths, in S&P's opinion, are Yinghua Academy's: -- Limited ability for growth because the school has been operating at facility capacity as of fall 2016; and -- Narrow academic focus that is based on Chinese immersion, but this limiting factor is tempered, in part, by the educational focus that is the school's niche; and -- Inherent uncertainty associated with charter renewals given that the final maturity of the bonds exceeds the horizon of the existing charter. The bonds are secured by YA's revenue, as defined in the governing bond documents, consisting primarily of per-pupil funding from the state. YBC Inc. was created and organized to operate exclusively in support of Yinghua Academy with a focus to purchase, own, or construct a school house for lease to the academy. YBC has replaced Educational Properties LLC as mentioned above and now owns and leases the YA facilities using the series 2013 bond proceeds. The state has approved the lease agreement, and the school continues to receive lease aid. S&P said, "The stable outlook reflects our view that YA will maintain liquidity levels and maximum annual debt service (MADS) coverage commensurate with the 'BB+ rating level. The outlook also reflects our expectation that the charter school will maintain its current enrollment levels and academic reputation, and will continue to generate positive operations on a full accrual basis while operating at full capacity with no additional debt plans over the outlook horizon. "We could consider an upgrade if the academy continues to improve and subsequently sustain its cash position as well MADS coverage at levels that are consistent with a higher rating level, while maintaining its enrollment and demand profile, and impressive academic performance. "We could lower the rating if enrollment declines significantly and leads to a material depletion of cash levels and a decline in coverage that fall below previous levels." ZAMINDAR PROPERTIES: FBA Opposes OK of Third Amended Disclosures ---------------------------------------------------------------- FB Acquisition Property XVII, LLC filed an objection to Zamindar Properties, LLC's third amended disclosure statement to accompany its small business plan dated March 26, 2018. FB Acquisition complains, among other things, that the Debtor's statement regarding the events that caused the bankruptcy filing are summary, at best, and fail to describe the factual circumstances surrounding Debtor, including several instances of fraud that resulted in the prosecution and subsequent jailing of an individual closely involved with Debtor. The Debtor fails to provide adequate information with regard to its anticipated future, beyond stating that it plans to "continue operations." No explanation of how Debtor intends to continue its operations is stated. The Disclosure Statement also lacks adequate information regarding the prior 12-month cash flow of the Debtor. Specifically, the numbers provided in the Cashflow Report attached to the Disclosure Statement to not appear to match the numbers set forth in the Debtor's filed Monthly Operating Reports, as is evidenced by the Spreadsheet. Moreover, the Cashflow Report attached to the Disclosure Statement starts with "Net Income," rather than Gross Income; therefore, it is of very little use in analyzing the Debtor’s cash flow for the applicable twelve-month period. The Disclosure Statement lacks adequate information regarding how it intends to fund the proposed Chapter 11 Plan, other than attaching an Exhibit showing projected earnings for the first 12 months of the proposed Plan. This information is wholly inadequate for two reasons. First, Debtor fails to provide any explanation as to how the projected earnings are calculated, or on what basis the earnings have been projected. Second, Debtor's projections are for a mere 12 months of a 60-month Plan. FB Acquisition cannot "make an informed judgment about the plan," when it is only provided with a fraction of the information necessary to do so. A full-text copy of FB Acquisition's Objection is available at: http://bankrupt.com/misc/pawb16-23385-123.pdf Attorneys for FB Acquisition Property XVII, LLC: Richard J. Thomas PA ID #0043594 6 Federal Plaza Central, Suite 1300 Youngstown, Ohio 44503 Telephone: (330) 744-1148 Facsimile: (330) 744-3807 rthomas@hendersoncovington.com About Zamindar Properties Zamindar Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-23385) on September 9, 2016. The petition was signed by Joann Jenkins, president. The case is assigned to Judge Carlota M. Bohm. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. ZEKELMAN INDUSTRIES: S&P Alters Outlook to Pos. & Affirms 'B+' CCR ------------------------------------------------------------------ U.S.-based steel processor Zekelman Industries Inc. is benefitting from robust steel market conditions in North America and continued strong demand in nonresidential construction and infrastructure, its primary end markets. S&P Global Ratings is revising its rating outlook on Chicago-based Zekelman Industries Inc. to positive from stable. At the same time, S&P affirmed its 'B+' corporate credit rating on the company. S&P said, "In addition, we affirmed our 'BB-' issue-level rating on the company's $925 million senior secured term loan due 2021 and our 'B' issue-level rating on its $375 million second-lien senior secured notes due 2023. The recovery ratings are '2' and '5', respectively. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. "The outlook revision to positive reflects our view that Zekelman's operating results and profitability will continue to improve over the next 12 months, on the back of the robust steel market conditions in North America, in particular, and continued strong demand in its primary end markets--nonresidential construction and infrastructure. As a result, we expect Zekelman to produce relatively stable credit measures in fiscals 2018 and 2019 (ending Sept. 30), despite its exposure to highly volatile metals prices (specifically hot-rolled coil, or HRC, steel) and cyclical end-market demand. Specifically, we expect adjusted debt to EBITDA of 2.5x-3.5x and FFO to debt of 20%-25% over the next 12 months. "The positive outlook reflects our view that Zekelman's improving operating results, due to robust steel market conditions in North America, in particular, and continued strength in its primary end markets of nonresidential construction and infrastructure because of solid demand, will continue over the next 12 months, leading to a sustainable improvement in credit measures. Specifically, we expect that Zekelman will generate adjusted debt to EBITDA of 2.5x-3.5x and FFO to debt of 20%-25% over the next 12 months. "We could raise our ratings on Zekelman over the next 12 months if the company maintained adjusted debt to EBITDA comfortably below 4x and FFO to debt above 20% through year-end 2018. We believe that such a scenario would allow the company to address its capital structure well in advance of any upcoming debt maturities. "We could revise the outlook back to stable from positive if the company's recently improved operating results reversed suddenly, leading to adjusted debt to EBITDA above 4x or FFO to debt notably below 20%. This could occur if U.S. steel prices fell quickly and materially below current levels (i.e. more than 20%) leading to significant margin compression as higher-priced inventory is sold at lower prices. Although less likely, Zekelman could also produce weaker operating results if demand slowed sharply in the company's key construction-related end markets, leading to a decline of more than 30% in volumes." ZEP INC: S&P Lowers Corp. Credit Rating to 'CCC+', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Zep Inc. to 'CCC+' from 'B-'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien debt to 'CCC+' from 'B-'. The recovery rating remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of payment default. We also lowered our issue-level ratings on the company's second-lien debt to 'CCC-' from 'CCC'. The recovery rating remains '6', indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default. "The downgrade reflects Zep's weak operating performance in the first half of fiscal 2018 (August year-end), resulting in debt to EBITDA of about 10x. We consider this high level to be unsustainable. Zep's operating weakness has been driven by higher-than-expected restructuring costs and higher raw material costs that it has not been able to pass on to customers in a timely manner. We believe the restructuring of its sales force have also contributed to its weak earnings, at a time when metrics were stretched for the rating given the high EBITDA multiple the company paid for AFCO. Consequently, the company's EBITDA levels are significantly below our previous projections, resulting in higher-than-expected debt leverage. We believe the elevated debt leverage is unsustainable in the long run, and reflect this risk in our downgrade. Our rating analysis incorporates the generation of positive free cash flow in some quarters, though typical seasonal capital requirements resulted in negative cash flow in the second quarter. "The stable outlook reflects our expectation that debt leverage will remain at levels we consider unstainable over the next 12 months. At fiscal year-end 2018, we expect that on a weighted-average basis, the company will maintain adjusted total debt to EBITDA around 10x. Additionally, the outlook reflects that we do not expect the company to have liquidity issues over the next 12 months given its cash balances and our assumption for sufficient liquidity with sources at least 1.2x uses. Our ratings do not reflect significant debt-funded acquisitions or shareholder rewards. "We also expect positive free cash flow generation in our base case. Our ratings assume that the company's liquidity position will not further deteriorate from current levels, given the company's substantial cash balances and full availability on its credit facility. The company has a long-dated debt maturity profile, which limits any near-term refinancing risk. "We could lower the ratings on Zep over the next 12 months if its liquidity weakens from current levels or its debt to EBITDA leverage increases to the double digits, increasing the likelihood that it would breach its covenants. This could occur if industry conditions worsen substantially, raw material costs continue to be a problem, Zep is unable to pass on cost increases to its customers, it pursues any debt-funded acquisitions, or it encounters challenges with the integration of AFCO. We would consider liquidity significantly strained if liquidity sources over uses falls below 1.2x or if the covenant cushion becomes less than 15%. We could also consider a downgrade if the free cash flow turns negative on a 12-month basis. "We could raise the ratings in the next 12 months if the company can reduce its debt levels to more sustainable levels, such that debt to EBITDA remains below 8x, with our belief that debt to EBITDA will be maintained at or below 8x. For such a scenario to occur, we would expect EBITDA margins to expand by 200 basis points (bps) and for revenue growth to also grow by 200 bps from our base case without any additional debt. This could occur if Zep is able to achieve the price increase it intends to implement later in 2018 or the acquisition of AFCO delivers higher-than-expected cost savings or earnings growth." [*] Bracewell LLP Expands Litigation Practice in New York --------------------------------------------------------- Bracewell LLP announced the expansion of its litigation practice in New York with the addition of a four-person team, including three partners and an associate. Allan N. Taffet, Keith E. Blackman, Joshua C. Klein and Russell W. Gallaro have joined Bracewell from Duval & Stachenfeld LLP, where Mr. Taffet chaired the litigation department for more than 15 years. With this addition of Mr. Taffet, Mr. Blackman and Mr. Klein, Bracewell has made nine strategic partner hires within the last five months. Damian Watkin and John Gilbert joined Bracewell's London office in December to help establish an international disputes practice focused on the energy industry. In March, Nicolai J. Sarad and Fernando J. Rodriguez Marin joined the New York office as partners in the project finance group, following the arrival of Nancy C. LeGros as a healthcare partner in Dallas. In April, James P. Plummer joined Bracewell's San Antonio office as a partner in the public finance group. ********* 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 ***