/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180605.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 5, 2018, Vol. 22, No. 155 Headlines 01 BH PARTNERSHIP: Hires Northstar Appraisal Services as Appraiser 01 BH PARTNERSHIP: Taps Mark E. Goodfriend as Bankruptcy Counsel 733 PROSPECT: Sale of New York Real Property to Fund Plan ACRISURE HOLDINGS: S&P Affirms 'B' Issuer Credit Rating ACUSPORT CORP: Committee Taps Goldstein & McClintock as Counsel ACUSPORT CORPORATION: Committee Taps BDO USA as Financial Advisor ADVANCED LENS: Plan Outline Hearing Set for July 18 ADVANCED VASCULAR: Trustee Hires Robert O Lampl as Special Counsel AFP HOLDING: Files Chapter 11 Plan of Liquidation ALCOIL USA: June 26 Approval Hearing on Plan Outline AMG INTERNATIONAL: June 19 Plan Confirmation Hearing AMY ELECTRIC: Hires M.A. Dutro, CPA, LLC as Accountant ARC LIMITED: Unsecureds to be Paid 5% of Allowed Claims AUTO 7 INC: Chapter 727 Claims Bar Date Set for Sept. 17 AVALON MOBILITY: Net Income to Fund Proposed Plan B. L. GUSTAFSON: Unsecureds to Recoup 10% in 4 Annual Installments BAYOU HAVEN: Hires Patrick Gros CPA APAC as Accountant BIOSTAR PHARMACEUTICALS: Receives Noncompliance Notice from Nasdaq BRANDENBURG FAMILY: June 25 Approval Hearing on Plan Outline BRETON L. MORGAN: Seeks to Hire Joe M. Supple as Counsel CALLON PETROLEUM: Moody's Rates New Unsecured Notes Due 2026 B3 CELLECTAR BIOSCIENCES: Stockholders Elected Two Directors CHINA COMMERCIAL: Sells 1.64 Million Shares of Common Stock CJ MICHEL INDUSTRIAL: Judge Authorized Cash Collateral Use COATES INTERNATIONAL: Raises $33,000 in Debt Financing CONCORDIA INTERNATIONAL: Appoints Krinsky as Interim Chairman CORNBREAD VENTURES: Unsecureds to Get $200K with No Interest CUMULUS MEDIA: Exits Chapter 11 Bankruptcy, Cuts Debt by $1-Bil. CUMULUS MEDIA: Mary Berner, 6 Others Named to New Board CUMULUS MEDIA: Post-Effective Date Transactions Disclosed DEBORAH & DANIELLE: Unsecured to Get $150 Per Month Over 60 Months DOWLING COLLEGE: Court Okays $14M Sale of Brookhaven Campus ENDURO RESOURCE: Unsecureds to Recoup 1%-18% Under Liquidation Plan GETAUTOINSURANCE: Files Supplement to Restated Joint Plan Outline HCR MANORCARE: Alternative Transaction Disclosed in Latest Plan HELP KIDS: Creditors to Receive Payment from Business Revenue HISTORIC HABITATS/RUBI: Plan to be Funded from Rentals Net Income HOGAR CARINO: Plan Discloses Surrender of $445K Collateral to SDPR HOVNANIAN ENTERPRISES: Amends 13.5% Senior Notes Indenture ICONIX BRAND: Receives Noncompliance Notice from Nasdaq ICONIX BRAND: Sports Direct Nominates 4 Directors to Board IRASEL SAND: Unsecured Claims Increased to $3.7MM in New Plan J CREW GROUP: Posts $33.9 Million Net Loss in First Quarter JBS USA: S&P Affirms 'B+' Rating on Sr. Unsec. Notes Due 2028 JHL INDUSTRIAL: Amends Plan to Add Old Republic's Secured Claim JLF 114 LIBERTY: Sale of New York Apartment to Fund Joint Plan LA CASA DE PEDRO: Hires Parker & Associates as Counsel LADDCO LLC: Unsecured Creditors to Get $29K Over Five Years LIBERTY INDUSTRIES: Committee Hires Windels Marx as Counsel LIBERTY INDUSTRIES: Panel Hires Shraiberg Landau as Local Counsel LIGHTHOUSE MIAMI: Chapter 727 Claims Bar Date Set for Sept. 17 MERCO GROUP: Chapter 727 Claims Bar Date Set for Sept. 15 MESOBLAST LIMITED: Partners with Cartherics on CAR-T Therapies MESOBLAST LIMITED: Reports $21.1M Net Loss for Q3 Ended March 31 MGM RESORTS: Fitch Affirms 'BB' LongTerm Issuer Default Rating MICROCHIP TECHNOLOGY: S&P Affirms 'BB' Unsolicited CCR MIDATECH PHARMA: Appoints New Chief Executive Officer MIDATECH PHARMA: Will Hold Its Annual Meeting on June 27 MILLERBERND SYSTEMS: Committee Hires Bassford as Co-Counsel MILLERBERND SYSTEMS: Committee Hires Goldstein as Lead Counsel MOGUL ENERGY: Seeks to Hire D. Max Gardner as Attorney MOHDSAMEER ALJANEDI: PCO Submits 4th Interim Report NELNET INC: Moody's Affirms Ba1 CFR & Ba2 Jr. Sub. Debt Rating NICHOLS BROTHERS: Case Summary & 20 Largest Unsecured Creditors NIGHTHAWK ENERGY: Taps William Willson as Insolvency Counsel OPC MARKETING: Plan Outline Okayed, Plan Hearing on June 6 ORIEN TRUST: Involuntary Chapter 11 Case Summary OSIES INC: Unsecureds to be Paid 10% in 60 Monthly Installments PAINTSVILLE INVESTORS: Hires Providence as Management Consultant PEARL AGGREGATE: Seeks to Hire Patrick Gros as Accountant PENINSULA AIRWAYS: To Lease Space at Homer Airport PLEDGE PETROLEUM: Lowers Net Loss to $1.2 Million in 2017 PNEUMA INTERNATIONAL: Creditors Seek Dismissal of Ch. 11 Case PORTABELLA'S INC: July 10 Plan Confirmation Hearing PR GOLD BOND: June 20 Hearing on Plan and Disclosures PUGLIA ENGINEERING: Committee Hires DBS Law as Local Counsel PUGLIA ENGINEERING: Panel Taps McKool Smith as Special Counsel QUANTUM CORP: Appoints Michael Dodson as CFO and Interim CEO QUOTIENT LIMITED: Incurs $82.3M Net Loss in FY Ended March 31, 2018 RETRO HOME HEALTH: June 27 Hearing on Amended Plan ROCKPORT COMPANY: Hires Borden Ladner as Special Canadian Counsel ROCKPORT COMPANY: Hires Houlihan as Fin'l Advisor and Inv. Banker ROCKPORT COMPANY: Hires Prime Clerk as Administrative Advisor ROCKPORT COMPANY: Hires Richards Layton as Counsel ROCKPORT COMPANY: Taps Alvarez & Marsal as to Provide COO and CFO ROCKWELL CHARTER: S&P Withdraws 'BB' Rating on 2017A/B Bonds ROUGH COUNTRY: Moody's Affirms B3 CFR & Cuts Term Loan Rating to B3 ROUGH COUNTRY: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable SAM MEYERS: Seeks Interim Use of CUB Cash Collateral SEARS HOLDINGS: Posts $424 Million Net Loss in First Quarter SHIBATA FLORAL: Unsecureds Recovery Reduced to 49% Under Plan SIERRA ENTERPRISES: Moody's Assigns B2 CFR, Outlook Stable SIGMA-TECH SALES: US Marshal to Auction Luboffs Lot on July 9 SOLENIS INT'L: S&P Rates $1.45 Billion 1st-Lien Term Loan 'B-' SOUTHCROSS ENERGY: AMID Merger 'Outside Date' Moved to June 15 SPANISH BROADCASTING: Renews CEO's Contract for Another 4 Years SPECTRUM HEALTHCARE: Coburn Appointed as Fenwood Manor Receiver STERLING ENTERTAINMENT: Hires Berkshire as Property Managers STERLING ENTERTAINMENT: Revises Treatment of Aristotle's Claim SUPERIOR INVESTMENT: Case Summary & 20 Largest Unsecured Creditors SUPERIOR PLUS: S&P Puts 'BB' Corp. Credit Rating on Watch Negative TAOW LLC: Plan to be Funded from Contracts with MGJV, KASO TEXAS SEMI TRUCK: To Pay Unsecureds $300 in 18 Monthly Payments TROY'S DELI: Plan Outline Okayed, Plan Hearing on July 10 VER TECHNOLOGIES: Committee, et al., Object to Disclosure Statement VERTEX AEROSPACE: S&P Assigns 'B' Corp. Credit Rating, Outlook Pos. VIZIENT INC: S&P Alters Outlook to Positive & Affirms 'B+' CCR W3 TOPCO: S&P Alters Outlook to Stable & Affirms 'B-' CCR WELLCARE HEALTH: Moody's Reviews Ba2 Debt Rating for Downgrade WELLCARE HEALTH: S&P Affirms 'BB' ICR & Alters Outlook to Stable WI-JON INC: June 20 Confirmation Hearing on Second Amended Plans YOUNG MENS: Committee Hires Gleason as Financial Advisor YOUNG MENS: Committee Hires Stonecipher Law as Counsel ZENITH MANAGEMENT: Hires MYC & Associates as Real Estate Broker [*] Beard Group 25th Annual Distressed Investing Conference Nov. 26 [^] Large Companies with Insolvent Balance Sheet ********* 01 BH PARTNERSHIP: Hires Northstar Appraisal Services as Appraiser ------------------------------------------------------------------ 01 BH Partnership seeks approval from the United States Bankruptcy Court for the Central District of California (San Fernando Valley) to employ Northstar Appraisal Services and John Grichine as a professional appraiser to assist in the confirmation of Debtor's plan of reorganization, to testify as an expert witness, if necessary or appropriate, and to determine the extent to which any liens against the Property should be deemed secured or unsecured. Northstar Appraisal is to appraise at least Lots 34 – 36 of Block 168 of Tract No. 1788, bearing assessor's parcel nos. 4371-019-040 and 4371-018-008, having improvements thereon, and which are encumbered by loans secured by deeds of trust in the original principal sums of $1,085,000 and $155,000, of the Debtor’s property located at 1001 N. Beverly Glen Blvd, Los Angeles, CA 90077. John Grichine, principal of Northstar Appraisal Services, attests that neither nor any employees of Northstar Appraisal Services are related to any of the creditors in this case and they hold no prepetition claims against the estate. John Grichine's fee for an updated appraisal of the Property is $150 per hour, for an estimated total fee of approximately $450. The firm can be reached through: John Grichine Northstar Appraisal Services 5695 Los Palos Circle Buena Park, CA 90620 Phone: (949) 231-7989 Fax: (949) 582-6250 Email: john@northstarappraiser.com About 01 BH Partnership 01 BH Partnership has 10% interests in 21 mostly undeveloped, vacant lots, known as 1001 N. Beverly Glen Boulevard, Los Angeles, CA 90077. 01 BH Partnership is a California general partnership whose two 50% general partners are Christian Spannhoff and Ahron Zilberstein. 01 BH Partnership filed a Chapter 11 petition (Bankr. C.D. Cal. Case no. 18-11040) on April 25, 2018. In the petition signed by Christian Spannhoff, general partner, the Debtor disclosed $365,000 in total assets and $10.52 million in total liabilities. Judge Maureen Tighe presides over the case. Mark E. Goodfriend, Esq., at the LAW OFFICES OF MARK E. GOODFRIEND, is the Debtor's counsel. 01 BH PARTNERSHIP: Taps Mark E. Goodfriend as Bankruptcy Counsel ---------------------------------------------------------------- 01 BH Partnership seeks approval from the United States Bankruptcy Court for the Central District of California (San Fernando Valley) to employ Mark E. Goodfriend and the Law Offices of Mark E. Goodfriend as general bankruptcy counsel for Debtor in this Chapter 11 bankruptcy case. The services to be rendered by the Law Offices are: a. consult with the United States Trustee, and/or debtor in possession concerning the administration of the case; b. investigate the acts, conduct, assets, liabilities, and financial condition of Debtor, the operation of the Debtor's business and any other matter relevant to the case, to formulate the Plan of Reorganization and to advise and counsel the Debtor regarding matters of bankruptcy law; c. assist the Debtor in the preparation of reports, accounts, applications and orders involving bankruptcy law; d. evaluate, review and consult on claims and the filing of objections thereto as appropriate; e. participate in the formulation of a Disclosure Statement and Plan of Reorganization, and to collect and file with the court acceptances or rejections of said Plan or Plans; f. represent Debtor in proceedings or hearings before the Bankruptcy Court in matters relating to this bankruptcy case; and g. perform such other services as are appropriate as General Bankruptcy Counsel. The Law Offices will change an hourly rate of $375.00 for legal services rendered. Mark E. Goodfriend assures the Court that The Law Offices are "disinterested persons" as that term is defined under Section 101(14) of the Bankruptcy Code and Rules 2014, et seq. of the Federal Rules of Bankruptcy Procedure. The counsel can be reached through: Mark E. Goodfriend, Esq. LAW OFFICES OF MARK E. GOODFRIEND 16055 Ventura Blvd #800 Encino, CA 91436 Tel: 818-783-8866 Fax: 818-783-5445 Email: markgoodfriend@yahoo.com About 01 BH Partnership 01 BH Partnership has 10% interests in 21 mostly undeveloped, vacant lots, known as 1001 N. Beverly Glen Boulevard, Los Angeles, CA 90077. 01 BH Partnership is a California general partnership whose two 50% general partners are Christian Spannhoff and Ahron Zilberstein. 01 BH Partnership filed a Chapter 11 Petition (Bankr. C.D. Cal. Case no. 18-11040) on April 25, 2018. In the petition signed by Christian Spannhoff, general partner, the Debtor disclosed $365,000 in total assets and $10.52 million in total liabilities. Judge Maureen Tighe presides over the case. Mark E. Goodfriend, Esq., at the LAW OFFICES OF MARK E. GOODFRIEND, is the Debtor's counsel. 733 PROSPECT: Sale of New York Real Property to Fund Plan --------------------------------------------------------- 733 Prospect Realty Service Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement describing its chapter 11 plan dated March 26, 2018. The Debtor is a New York corporation that owns a single real-estate asset that is known as 733 Prospect Avenue, Bronx, NY 10455 ("Premises"). The Premises is an apartment building with 17 residential apartments. But for its books and records, Debtor's sole asset is its Premises valued at $2,400,000 as per the contract for its sale. General unsecured creditors are classified in Class 3 and will receive a distribution of 100% of their allowed claims, to be distributed at the title closing in the sale of Debtor's real property. Payments and distributions under the Plan will be funded by the sale of the Premises. All claims and expenses will be paid in full at the title closing in the sale of the Premises for $2,400,000. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nysb17-10957-40.pdf Attorney for Debtor: Albert H. Barkey 277 Broadway, Suite 408 New York, NY 10007 (646) 410-1818 ahboffice@yahoo.com About 733 Prospect Realty Service Corp. 733 Prospect Realty Service Corp. owns an apartment building located at 733 Prospect Avenue, Bronx, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10957) on April 10, 2017. The petition was signed by Jose E. Suarez, vice-president of the Debtor. At the time of the filing, the Debtor disclosed $2 million in assets and $1.17 million in liabilities. ACRISURE HOLDINGS: S&P Affirms 'B' Issuer Credit Rating ------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' long-term issuer credit rating on Acrisure Holdings Inc. and its core subsidiaries. The outlook is stable. S&P said, "At the same time, we affirmed our 'B' debt ratings on the company's first-lien credit facilities: the $235 million revolver due 2021 and upsized $2.4 billion term loan (including the existing $2.0 billion term loan and $400 million add-on term loan). The recovery ratings on these debt issues are '3(65%)' indicating our expectation for meaningful recovery in the event of a default. We also affirmed our 'CCC+' debt rating on the company's $925 million senior notes with a recovery rating of '6(0%)' indicating our expectation for negligible recovery in the event of a default. "The rating affirmation reflects our view that Acrisure's credit measures post-issuance will remain stable and within our expectations. We expect the company to use the proceeds from the incremental term to fund pending and planned acquisitions closing in the next six months. Given the company's continued favorable performance and track record for effectively integrating acquisitions, we expect it to successfully absorb these acquisitions. We expect pro-forma leverage (debt-to-EBITDA ratio including operating leases) for both the incremental debt and the earnings from acquisitions to increase to 7.8x, but decrease to our expectations of between 7x and 7.5x on a sustained basis. The company's overall financial risk profile therefore remains appropriate for the rating. "The stable outlook reflects our expectations that Acrisure's expertise in the middle-market insurance brokerage industry will enable it to maintain strong cash-flow generation, with organic revenue growth in the mid-single digits and margins in the mid-30% area. We expect the company's aggressive acquisition strategy to offset some of the deleveraging that will occur from higher cash flows arising from increased scale and modest organic growth. Under our base case, we expect an adjusted debt-to-EBITDA ratio (pro forma for annualized earnings from mergers and acquisitions) of 7x-7.5x and EBITDA interest coverage in the mid-2x area for 2018-2019. "We could lower our ratings in the next 12 months if we believe Acrisure's organic growth, cash-flow generation, or margins erode meaningfully, putting pressure on strategic execution and weaker-than-forecast credit-protection measures with financial leverage sustained above 7.5x-8x and EBITDA coverage below 2x. We could also consider a downgrade if Acrisure becomes more aggressive with its financial policies so that debt-financed dividends lead to credit-protection measures in the same range. "Although unlikely within the next 12 months, we could raise the ratings if the company's performance were to meaningfully exceed our expectations and it used substantial amounts of cash to reduce debt with leverage under 5x and coverage of 3x. An upgrade would also be predicated on our belief that these improvements in credit measures are sustainable." ACUSPORT CORP: Committee Taps Goldstein & McClintock as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of AcuSport Corporation seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio to retain the law firm of Goldstein & McClintock LLLP as lead counsel for the Committee, effective as of May 10, 2018. Services G&M will render are: (a) advise the Committee on all legal issues as they arise; (b) represent and advise the Committee regarding the terms of any sales of assets or plans of reorganization or liquidation, and assisting the Committee in negotiations with the Debtor and other parties; (c) investigate the Debtor's assets and pre-bankruptcy conduct; (d) investigate the validity, priority and extent of the claims, liens and security interests of any secured creditors of the Debtor; (e) investigate, and where appropriate prosecuting or assisting in the prosecution of, estate claims and causes of action against the Debtor, its officers, directors and shareholders, and other parties-in-interest; (f) prepare, on behalf of the Committee, all necessary pleadings, reports, and other papers; (g) represent and advise the Committee in all proceedings in this case; (h) assist and advise the Committee in its administration; and (i) provide such other services as are customarily provided by counsel to a creditors' committee in cases of this kind. G&M's hourly billing rates are: Thomas R. Fawkes (Partner) $475 Brian J. Jackiw (Partner) $385 Harold D. Israel (Partner) $545 Amrit S. Kapai (Associate) $365 Paraprofessionals $235 Thomas R. Fawkes, a partner at the law firm of Goldstein & McClintock, attests that G&M does not hold or represent any interest adverse to the Committee or the creditors of the estate; and is a "disinterested person," as that phrase is defined in section 101(14) of the Bankruptcy Code as of the Bankruptcy Code. The counsel can be reached through: Thomas R. Fawkes, Esq. Brian J. Jackiw, Esq. Harold D. Israel, Esq. Goldstein & McClintock LLLP 111 W. Washington St., Suite 1221 Chicago, IL 60602 Phone: 312-377-7700 Fax: 312-216-0734 E-mail: tomf@goldmclaw.com About AcuSport Corporation Based in Bellefontaine, Ohio, AcuSport Corporation is a nationwide distributor of shooting sports products and business solutions for the independent firearms retailer with regional sales offices in Ohio, Pennsylvania, Georgia, Minnesota, Texas, Montana and California. AcuSport Corporation, based in Bellefontaine, OH, filed a Chapter 11 petition (Bankr. S.D. Ohio Case No. 18-52736) on May 1, 2018. In the petition signed by CFO John K. Flanagan, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. John E. Hoffman Jr. presides over the case. The Debtor hired ALLEN KUEHNLE STOVALL & NEUMAN LLP, as local counsel; BRYAN CAVE LEIGHTON PAISNER LLP, as general counsel; ALLEN KUEHNLE STOVALL & NEUMAN LLP, as Ohio bankruptcy co-counsel HURON TRANSACTION ADVISORY LLC, as investment banker; HURON CONSULTING SERVICES LLC, as financial advisor; and DONLIN RECANO & COMPANY, INC., as claims noticing & solicitation agent. ACUSPORT CORPORATION: Committee Taps BDO USA as Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of AcuSport Corporation seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio to employ BDO USA, LLP as financial advisor to the Committee, effective as of May 10, 2018. Financial advisory services BDO will provide are: (a) assist all parties including the Debtor, Huron Transaction Advisory and the Committee in identifying alternate investors or buyers of the Debtor; (b) assess any purchase price (including adjustments) contained in any bid for the Debtor's assets, reviewing the actual proposed adjustments, assessing the ramifications of such adjustments on the distribution to creditors, attending any auctions of the Debtor's assets, and assessing any taxes applicable, certainty of closing, and the Debtor's fall-back position in any proposed asset sale; (c) assess the Debtor's financial statements, plans, projections, strategies, operations, monthly operating reports, financial condition, retention of management and/or employee incentive and severance plans, cash flow and viability – and advising the Committee based on its observations; (d) evaluate financing proposals and alternatives proposed by the Debtor for DIP financing, use of cash collateral, exit financing and capital raising to support any Plan; (e) advise the Committee on all business, financial and operational aspects of the Debtor in these cases; (f) meting with and interviewing Debtor's management and advisors; (g) advising the Committee in all aspects relating to the sale of substantially all of the Debtor's assets and/or any Plan of Reorganization or Liquidation which may be developed during the pendency of the Case; (h) provide forensic accounting services for the Committee, if and as requested, regarding pre-petition activities of the Debtor in order to identify potential causes of action; (i) participate in any analysis of, and any discussions and negotiations related to, preference claims or other causes of action; (j) perform, if requested, valuations (including liquidation valuations) of the Debtor's assets or operations; (k) provide, if requested, expert or other testimony at depositions and court hearings; (l) perform an analysis of claims to assist in determination of ultimate recoveries to creditors; (m) attend meetings of creditors and conference calls with representatives of the creditor groups and their counsel; (n) assist the Committee in evaluating any tax issues that may arise, as and if necessary; and (o) provide such other financial advisory and consulting services as may be mutually agreed to, in writing, between the parties. BDO's hourly rates are: Partners/Principals/Managing Directors $475 to $795 Directors/Sr. Managers $375 to $550 Managers/Vice Presidents $325 to $460 Seniors/Analysts $200 to $350 Staff $150 to $225 Laurence V. Goddard, a principal with BDO USA, attests that BDO is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The advisor can be reached through: Larry Goddard BDO Cleveland - Solon Road Office 32125 Solon Road, Suite #200 Cleveland, OH 44139 Phone: 440-394-6151 Email: lgoddard@bdo.com About AcuSport Corporation Based in Bellefontaine, Ohio, AcuSport Corporation is a nationwide distributor of shooting sports products and business solutions for the independent firearms retailer with regional sales offices in Ohio, Pennsylvania, Georgia, Minnesota, Texas, Montana and California. AcuSport Corporation, based in Bellefontaine, OH, filed a Chapter 11 petition (Bankr. S.D. Ohio Case No. 18-52736) on May 1, 2018. In the petition signed by CFO John K. Flanagan, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. John E. Hoffman Jr. presides over the case. The Debtor hired ALLEN KUEHNLE STOVALL & NEUMAN LLP, as local counsel; BRYAN CAVE LEIGHTON PAISNER LLP, as general counsel; ALLEN KUEHNLE STOVALL & NEUMAN LLP, as Ohio bankruptcy co-counsel HURON TRANSACTION ADVISORY LLC, as investment banker; HURON CONSULTING SERVICES LLC, as financial advisor; and DONLIN RECANO & COMPANY, INC., as claims noticing & solicitation agent. ADVANCED LENS: Plan Outline Hearing Set for July 18 --------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida will convene a hearing on July 18, 2018 at 11:00 a.m. to consider and rule on Advanced Lens Technologies, LLC's disclosure statement. Any objection to the proposed disclosure statement must be filed and served seven days before the hearing. About Advanced Lens Technologies Headquartered in Atlantic Beach, Florida, Advanced Lens Technologies, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-02551) on July 12, 2017, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Robert D. Wilcox, Esq., at Wilcox Law Firm serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on Oct. 9 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Advanced Lens Technologies, LLC. ADVANCED VASCULAR: Trustee Hires Robert O Lampl as Special Counsel ------------------------------------------------------------------ Charles O. Zebley, Jr., the Chapter 11 trustee of Advanced Vascular Resources of Johnstown, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to retain Robert O. Lampl Law Office to serve as special counsel to the Trustee. The Trustee is in need of the services of special counsel to handle a legal matter regarding business claims against Samir Hadeed, MD and Johnstown Heart and Vascular Center, Inc. and any other parties against whom litigation is appropriate, regarding a business dispute, which is pending the in the United States District Court for the Western District of Pennsylvania at Case No. 15-CV-22. The Trustee and Robert O Lampl Law Office have signed a Contingency Fee Agreement with a 33-1/3% contingency arrangement including costs. Robert O Lampl assures the Court that neither he, nor anyone in his firm has any connection with any creditor or any party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee. The counsel can be reached through: Robert O Lampl, Esq. John P. Lacher, Esq. David L. Fuchs, Esq. Ryan J. Cooney, Esq. Robert O Lampl Law Office Sy O. Lampl, Esq. 223 Fourth Avenue, 4th Fl. Pittsburgh, PA 15222 Phone: (412) 392-0330 Fax: (412) 392-0335 About Advanced Vascular Resources Advanced Vascular Resources of Johnstown, LLC, operates an outpatient vascular-services center in Johnstown, Pennsylvania. Advanced Vascular Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-70825) on Nov. 21, 2017. In the petition signed by Mubashar A. Choudry, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jeffery A. Deller presides over the case. Charles O. Zebley, Jr., was later appointed as the Chapter 11 trustee. The Trustee retained Zebley Mehalov & White, P.C., as counsel, and Robert O. Lampl Law Office as special counsel. AFP HOLDING: Files Chapter 11 Plan of Liquidation ------------------------------------------------- AFP Holding, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement in connection with its chapter 11 plan of liquidation. A hearing to consider approval of the disclosure statement will be held before the Hon. Carla E. Craig on June 20, 2018 at 2:30 p.m. The Plan is predicated upon two events. The first event is completing an auction sale of the Debtor's real property located at 54-14 74th Street, Elmhurst, New York. The specific terms and conditions of the Auction will be established by the Bankruptcy Court pursuant to a Bidding Procedures Order which will be presented to and approved by the Court. Maltz Auctions, Inc., d/b/a Maltz Auctions has been designated as the Court appointed auctioneer to conduct the Auction. The Property is encumbered by three mortgages. The first mortgage lien is jointly held by SummitBridge III Investment LLC and by New York Business Development Corp. The First Lender's joint claim arises as a result of an Intercreditor Agreement between SB's predecessor and interest, the Bank of America and NYBDC. As of March 1, 2018, SB has a claim of $1,545,434.89 for principal and $692,869.97 for non-default rate interest, advances and enforcement costs. NYBDC has a claim for $1,437,671.40 for principal plus $646,655.61 for non-default rate interest, advances and enforcement costs as of March 1, 2018. The third mortgage is held by the U.S. Small Business Administration which has filed a claim for $1,854,120.64 for unpaid principal and $378,690.28 of accrued interest and costs as of March 8, 2018. Each First Lender has retained the rights to make a credit bid either individually or jointly at the Auction. The second major event upon which the Plan is based involves the Debtor's collecting upon its Casualty Loss Claim which arises from a burst pipe which caused extensive damage at the Property on January 8, 2018. The Debtor has retained United Public Adjusters and Appraisers Inc. as its adjuster to present and prosecute the Debtor's claim to the insurance company. The Casualty Loss Claim constitutes proceeds of collateral belonging to the First Lender and to the SBA. To the extent that the net proceeds of the Casualty Loss Claim exceed the amounts owed to the First Lender, any surplus will be paid to the SBA. The First Lender has agreed to carve out monies from its collateral and those funds which will be paid to creditors under the Plan. The Plan includes both classified and unclassified groups of claims. Unclassified claims are priority claims in bankruptcy which are being paid in full to meet the requirements of confirmation. The first group of unclassified Claims primarily, if not exclusively, consists of the professional fees owed to the Debtor's counsel, Goldberg Weprin Finkel Goldstein LLP, the Debtor's Adjuster, United and Maltz, the Auctioneer. All three parties will file a final application for allowance no later than 30 days after the Effective Date. The First Lender has agreed to carve out $40,000 from its recoveries to pay the Debtor's Counsel. United is retained on a contingent fee basis of six percent of the loss recovery and the Auctioneer shall be paid based upon the ultimate credit bid or sale price of the Property, if the successful bid is not a credit bid. The Allowed Priority Tax Claims of the IRS and New York State and the City of New York are also unclassified under the Plan, since these claims will also be paid in full. At the present time, the IRS and New York State have not filed claims with the Court. The Debtor will file a final tax return and any gains taxes will be paid from the recoveries. The Debtor does not believe that it owes taxes to New York State other than a nominal amount due for franchise taxes. The Debtor is current on amounts owed for real estate taxes and any such taxes will be an adjustment at closing of the Property. The City of New York has filed a claim for general corporation taxes of $39,077.07 which the Debtor believes is in error or is drastically overstated. Whatever final amounts are allowed by the Court will be paid in full from the Confirmation Fund. The penalty portion of the allowed claims will be treated as a Class 4 general unsecured claim and will share pro rata in the Carve-Out Fund. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-17-42642-75.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. ALCOIL USA: June 26 Approval Hearing on Plan Outline ---------------------------------------------------- The Honorable Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle District of Pennsylvania will convene a hearing on June 26, 2018 at 09:30 a.m. to consider approval of Alcoil USA, LLC's disclosure statement filed on May 16, 2018. June 21, 2018 is fixed as the last day for filing and serving written objections to the disclosure statement. As previously reported by The Troubled Company Reporter, the Plan provides for payment of creditors with the net sale proceeds, totaling approximately $95,000, from the sale of substantially all of the Debtor's assets. As of the Petition Date, additional secured creditor, Sandhurst Equity Partners, L.P., had a security interest in all of the Debtor's Personal Property, subsequent in priority, however, to the lien held by M&T Bank. Under the Plan, Sandhurst will receive the Net Sale Proceeds unless Donald C. Graham is successful in challenging the Sandhurst lien. If Graham is successful in his challenge to the validity of the Sandhurst lien, then Sandhurst will receive nothing further under the Plan as a secured creditor. If that occurs, Sandhurst retains the right to have a deficiency Claim as an unsecured creditor. The Debtor scheduled various unsecured debts as owed to various suppliers and vendors and certain other unsecured creditors. The total amount of these unsecured claims is approximately $4,800,000.00. Of the unsecured Claims, the single largest Claim is that of Donald C. Graham in an amount in excess of $3,000,000.00. There have been several Claims which are filed, a few of which are in different amounts from that which are listed on the Debtor's Schedules. The Debtor will review all Claims. The Debtor will consider filing objections to those Claims which the Debtor believes are not proper to the extent an objection is expedient and necessary. The Debtor will also examine all Claims to determine whether they include any post-Petition interest or any other charges which are not proper. The only opportunity for unsecured creditors to receive a payment under the Plan is in the event that the Sandhurst lien is determined not to be valid as to the Net Sale Proceeds. If that is the case, then there will be a pro rata distribution to unsecured creditors of the remaining funds after payment of all administrative and administrative professional Claims and Priority Tax Claims, if any. The percentage of payment to unsecured creditors could be at most two percent (2%). In this event, there would be approximately $95,000.00 available for distribution to unsecured creditors under the Plan. A full-text copy of the Plan is available at: http://bankrupt.com/misc/pamb17-03078-127.pdf About Alcoil USA LLC Based in York, Pennsylvania, Alcoil USA, LLC -- http://www.alcoil.net/-- is a manufacturer of all-aluminum micro-channel heat exchangers for the air conditioning, refrigeration, ventilation, heating, and industrial process industries. It specializes in airside condensers, evaporators, heating/cooling coils, oil coolers, and process applications. Alcoil supports a wide range of OEM and replacement applications. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-03078) on July 26, 2017. Steve Wand, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Henry W. Van Eck presides over the case. AMG INTERNATIONAL: June 19 Plan Confirmation Hearing ---------------------------------------------------- Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey approved AMG International, Inc.'s disclosure statement as modified and revised on May 14, 2018. A hearing will be held on June 19, 2018 at 2:30 P.M. (Eastern Time) for confirmation of the Plan before the Honorable John K Sherwood, United States Bankruptcy Court, 50 Walnut Street, Newark, New Jersey in Courtroom 3-D. June 12, 2018 at 5:00 P.M. (Eastern Time) is fixed as the deadline for filing and serving written objections to the confirmation of the Plan, and the last day for filing and serving a Ballot for the acceptance or rejection of the Plan. About AMG International, Inc. AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman Products Worldwide -- http://www.freeman-cma.com/-- is a designer, manufacturer, marketer and distributor of award and recognition products including trophy components, plastic and metal figures, resin awards, plastic and metal engraving stock, ribbons and medals, plaques, clocks, pen sets and executive gift items. The Company distributes one of the largest product lines in the awards and recognition industry throughout both the United States and Canada, as well as internationally. AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25816) on Aug. 3, 2017. In the petition signed by Jean-Francois Lefebvre, its president, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Hon. John K. Sherwood is the case judge. Gibbons, PC, and SEESE, P.A., serve as counsel to the Debtor. The Official Committee of Unsecured Creditors formed in the case retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, as its counsel. AMY ELECTRIC: Hires M.A. Dutro, CPA, LLC as Accountant ------------------------------------------------------ Amy Electric, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Mary Ann Dutro and M.A. Dutro, CPA, LLC, as accounting professionals for the Debtor to prepare annual corporate federal, state and local tax returns. Mary Ann Dutro attests that her firm is a "disinterested person" within the meaning of 11 U.S.C. Sec 101(14). Fees Dutro will charge are: 2012 Tax Return Preparation $350 2013 Tax Return Preparation $350 2014 Tax Return Preparation $350 2017 Tax Return Preparation $350 The accountant can be reached through: Mary Ann Dutro M.A. Dutro, CPA, LLC 501 Main Street Zanesville, OH 40701 Phone: (740) 455-9400 Fax: 450-0447 About Amy Electric Amy Electric, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-51225) on March 7, 2018. In the petition signed by Michael Yoder, president, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Judge C. Kathryn Preston presides over the case. The Debtor tapped Nobile & Thompson Co., L.P.A., as its legal counsel. ARC LIMITED: Unsecureds to be Paid 5% of Allowed Claims ------------------------------------------------------- Arc, Limited, submits a disclosure statement to accompany their plan of reorganization, dated May 18, 2018. The Debtor has $7,666.44 in priority tax claims. Tax claims in excess of $770 will be paid in full with interest at 4% in sixty equal monthly payments beginning on the plan distribution date ("PDD"). Tax claims of $770 or less shall be paid in full with interest at 4% in twelve equal months payments starting on the PDD. Class 3 general unsecured claims total $492,678 and will be paid 5% on the PDD in full satisfaction of such claims. The source of the funds for the plan payments is the current bank deposits and future earnings. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-22507-93.pdf Arc, Limited, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 17-22507). An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Arc, Limited, as of July 13, according to a court docket. AUTO 7 INC: Chapter 727 Claims Bar Date Set for Sept. 17 -------------------------------------------------------- Auto 7, Inc., filed on May 18, 2018, a petition commencing an Assignment for the Benefit of Creditors, pursuant to Chapter 727, Florida Statutes, to Philip J. von Kahle as Assignee. Pursuant to Section727.105, Florida Statutes, no proceeding may be commenced against the Assignee except as provided in Chapter 727, and except in the case of a secured creditor enforcing its rights and collateral under Chapter 679, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate in the possession, custody, or control of the Assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with the Assignee on or before September 17, 2018. The case is, In Re: Assignment For Benefit Of Creditors Of Auto 7, Inc., a Florida Corporation, Assignor, To: Philip J. Von Kahle, Assignee, Case No. CACE-18-011712, pending in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Auto 7, Inc., has its principal place of business at 2401 SW 145 Avenue, Miramar, FL 33027. The Assignee may be reached at: Philip J. von Kahle, Esq. Michael Moecker & Associates, Inc. 1883 Marina Mile Blvd., Ste. 106 Fort Lauderdale, FL 33315 AVALON MOBILITY: Net Income to Fund Proposed Plan ------------------------------------------------- Avalon Mobility Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement for its chapter 11 plan, dated May 18, 2018, which provides for repayment of all claims against the Debtor. All allowed Class 4 general unsecured claims under the plan will participate in the pro-rata disbursement of $1,000 per month for a period of 12 months commencing the first full month following the Effective Date; $2,000 per month for a period of 12 months commencing the thirteenth full month following the Effective Date; $2,500 per month for a period of 12 months commencing the twenty-fifth full month following the Effective Date until all claims are paid in full. The Plan will be funded and made feasible from the net income derived by Debtor from the operation of its moving and storage business. It is possible that the Debtor may liquidate some rolling stock from time to time to satisfy administrative or class claim obligations. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb4-18-00503-131.pdf About Avalon Mobility Avalon Mobility, Inc., d/b/a Desert Sun Moving Services, is a full-service provider of residential, corporate and international relocation services in Tucson and Phoenix, Arizona. The company -- http://www.desertsunmovers.com/-- assists its customers in moving heavy and light-weight items of all types, including pianos and antiques; provides the necessary packing and moving supplies and stores belongings short or long-term. Desert Sun has been in business for over 17 years. Avalon Mobility filed a Chapter 11 petition (Bank. D. Ariz. Case No. 18-00503) on Jan. 18, 2018. In the petition signed by Brenda Huffman, president, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Scott H. Gan is the case judge. The Debtor hired the Law Offices of C.R. Hyde, PLC as its bankruptcy counsel, and Burris & MacOmber, PLLC as special counsel. B. L. GUSTAFSON: Unsecureds to Recoup 10% in 4 Annual Installments ------------------------------------------------------------------ B. L. Gustafson, LLC d/b/a Gus's Guns, Priority Care Ambulance, B.L. Gustafson Excavation, Brynwood Farm, and Brian Gustafson Rentals filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement to accompany its small business plan dated May 14, 2018. General unsecured creditors in Class 5 will receive 10% of their allowed claims in four equal annual installments, beginning on the first anniversary of the Effective Date. The Debtor will continue to operate its businesses and to make the payments called for by the Plan. Brian Gustafson will pay $15,000 into the Confirmation Deposit Fund. He will personally guarantee the unpaid balance of administrative expenses, if any. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-10514-176.pdf About B.L. Gustafson, LLC B.L. Gustafson, LLC filed a Chapter 11 petition (Bankr. W.D. Penn. Case No. 15-11361) on December 28, 2015. The petition was signed by its Manager, Brian L. Gustafson. The case is assigned to Judge Thomas P. Agresti. The Debtor's counsel is Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C., 120 West Tenth Street, Erie, PA. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities. BAYOU HAVEN: Hires Patrick Gros CPA APAC as Accountant ------------------------------------------------------ Bayou Haven Bed & Breakfast, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Patrick Gros, CPA, APAC, as accountant. Mr. Gros will have infettered access to the Debtor's books and records and will prepare the exhibits and other financial analysis for the Debtor's Proposed Plan. Mr. Gros may also prepare other financial documents and provide testimony necessary to confirm the case. The hourly rates of Patrick Gros, CPA, APAC are: Partner $225 Manager $175 Seniors $140 Staff $95 Patrick Gros, CPA, assures the Court that he does not have any material connection with the Debtor, its creditors, or any other party in interest or its respective attorneys and is a disinterested person as that term is defined in 11 U.S.C. Sec. 101. The firm can be reached through: Patrick Gros, CPA Partick Gros CPA, APAC 651 River Highlands Boulevard Covington, LA 70433 Phone: (985) 898-3512 About Bayou Haven Bed & Breakfast Bayou Haven Bed and Breakfast, LLC -- http://www.bayouhavenslidell.com/-- is located on beautiful Bayou Liberty in Slidell, Louisiana. Bayou Haven is a newly built, seven suite bed and breakfast designed to evoke the feel of a mid-1800s bayou plantation house. Every inch of the property was created to exude the charm, comfort, and grace that is southern hospitality. Bayou Haven Bed & Breakfast filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-10570) on March 12, 2018, estimating under $1 million in assets and liabilities. Robin R. DeLeo, Esq., at The De Leo Law Firm LLC, is the Debtor's counsel. Wayne M. Aufrecht, LLC, is the Debtor's co-counsel. Jeffrey D. Schoen, Esq., and Thomas H. Huval, Esq., at Jones Fussell, LLP, serve as special counsel. BIOSTAR PHARMACEUTICALS: Receives Noncompliance Notice from Nasdaq ------------------------------------------------------------------ Biostar Pharmaceuticals, Inc., received on May 23, 2018, a notification letter from Nasdaq Listing Qualifications advising the Company that, since it had not filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) for continued listing. As previously disclosed, on April 19, 2018, the Company received a notification letter from Nasdaq advising the Company that, since it had not filed its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017, the Company was not in compliance with Nasdaq Listing Rules. In accordance with the previously issued notification letter from Nasdaq, the Company is required within 60 calendar days (or before June 18, 2018) to submit a plan of compliance with its continued listing deficiencies. If the Company's plan is approved by the Nasdaq staff, the Company may be eligible for a listing exception of up to 180 calendar days (or until Oct. 15, 2018) to regain compliance. If the Nasdaq staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company's common stock will be subject to delisting by Nasdaq. About Biostar Pharmaceuticals Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through its wholly owned subsidiary and controlled affiliate in China -- http://www.biostarpharmaceuticals.com/-- develops, manufactures, and markets pharmaceutical and health supplement products for a variety of diseases and conditions. Biostar incurred a net loss of $5.69 million in 2016 and a net loss of $25.11 million in 2015. As of Sept. 30, 2017, the Company had $41.42 million in total assets, $5.27 million in total current liabilities, and $36.14 million in total stockholders' equity. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company had experienced a substantial decrease in sales volume which resulted a net loss for the year ended Dec. 31, 2016. Also, part of the Company's buildings and land use rights are subject to litigation between an independent third party and the Company's chief executive officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BRANDENBURG FAMILY: June 25 Approval Hearing on Plan Outline ------------------------------------------------------------ Bankruptcy Judge Thomas J. Catliota will convene a hearing on June 25, 2018 at 11:00 a.m. to consider approval of The Brandenburg Family Limited Partnership's disclosure statement filed on May 16, 2018. The hearing will be held in Courtroom 3E of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770. June 20, 2018 is fixed as the last day for filing and serving written objections to the Disclosure Statement. Class 12 general unsecured claimants will be paid from sale(s) and/or refinance(s) of real property. As of May 16, there are no general unsecured claims. This Class is impaired. The following properties will be listed for sale: Sundown Drive Property, Fawn Trail Property, Main Street Property, Alpine Drive Property, Jefferson Pike Property, South Church Street Property, 1064 Thornhill Place Property and 1082 Thornhill Place Property. The Debtor will have six months from the Effective Date in which to market and sell these properties. In the event that a property is not sold within the six-month period, and if the payments under the loan documents between the Debtor and the lender that is secured by such unsold property are not being made, the lender that is secured by such unsold property has the right, at its sole discretion, to either pursue its contractual and state law remedies and foreclose upon such unsold property or to require the Debtor to execute a deed in lieu of foreclosure in full satisfaction of its claim if the lender has the sole lien on said property. The Debtor will have the right to deduct the anticipated U.S. Trustee fees that arise from the sale of said property as an expense of said sale. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mdb18-11041-82.pdf About The Brandenburg Family Limited Partnership Based in Jefferson, Maryland, The Brandenburg Family Limited Partnership is a Maryland limited partnership that owns parcels of real property in both Maryland and Pennsylvania. The Brandenburg Family LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018. In the petition signed by Dwight C. Brandenburg, managing partner, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Thomas J. Catliota presides over the case. The Debtor hired Mehlman, Greenblatt & Hare, LLC as its legal counsel, and Squire, Lemkin & Company, LLP as its accountant. No creditors committee, trustee or examiner has been appointed in the case. BRETON L. MORGAN: Seeks to Hire Joe M. Supple as Counsel -------------------------------------------------------- Breton L. Morgan, M.C., Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia (Huntington) to employ Joe M. Supple and Supple Law Office, PLLC, as counsel. The professional services to be rendered are: a. provide legal advice to the Debtor in the mattes arising in the administration of these Chapter 11 proceedings; b. assist the Debtor in formulating a Plan of Reorganization and to represent the Debtor in efforts to negotiate terms for reorganization in the best interest of all creditors and parties-in-interest; and c. attend to other matters that require the services of counsel in connection with this case and in the best interest of the noted parties-in-interest. Supple's hourly rates are: Joe M. Supple $300 Paralegal $100 .00 Joe M. Supple assures the Court that Supple does not hold or represent any interest adverse to the estate, has agreed not to share compensation in violation of 11 U.S.C. Sec. 101(14) and is not in any way related to or connected with the United States Trustee, its employees or staff. The counsel can be reached through: Joe M. Supple, Esq. SUPPLE LAW OFFICE, PLLC 801 Viand Street Point Pleasant, WV 25550 Phone: 304-675-6249 Email: joe.supple@supplelaw.net About Breton L Morgan Md Inc Breton L Morgan Md Inc is a Medical Group that has only one practice medical office located in Point Pleasant WV. There is only one health care provider, specializing in General Practice, Internal Medicine, being reported as a member of the medical group. Medical taxonomies which are covered by Breton L Morgan Md Inc include Family Medicine. Breton L Morgan Md Inc. filed a Chapter 11 petition (Bankr. S.D.W.V. Case No. 18-30195) on April 27, 2018, estimating under $1 million in both assets and liabilities. The case is assigned to Judge Frank W. Volk. Joe M. Supple, Esq., at SUPPLE LAW OFFICE, PLLC, is the Debtor's counsel. CALLON PETROLEUM: Moody's Rates New Unsecured Notes Due 2026 B3 --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Callon Petroleum Company's proposed senior unsecured notes due 2026 and changed Callon Petroleum Company's outlook to positive from stable. Moody's also affirmed Callon's existing ratings, including the B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating and the B3 rating on the existing notes due 2024. The Speculative Grade Liquidity (SGL) Rating was downgraded to SGL-3 from SGL-2. The proceeds from the proposed notes offering will be partially used to fund Callon's recently announced acquisition of acreage in the Delaware Basin and for general corporate purposes. Callon is purchasing 29 thousand surface acres in the Delaware Basin for $570 million, which will be financed with a combination of equity and debt. The acquired property is adjacent to company's existing Spur operations and produced 6,831 boe/day in the first quarter 2018 (73% oil). The acquired acreage contributed approximately $72 million and $25 million to the sellers operating earnings (estimated revenues less direct operating expenses) in 2017 and the first quarter 2018, respectively. "Callon's acquisition will more than double its presence in the Delaware Basin and the existing production volumes will modestly contribute to its cash flow from operations," stated James Wilkins, Moody's Vice President. "The equity financing of one-half of the acquisition purchase price is a positive that limits the increase in Callon's leverage." The following summarizes the ratings activity. Issuer: Callon Petroleum Company Ratings assigned: Senior Unsecured Notes due 2026, Assigned B3 (LGD5) Ratings affirmed: Corporate Family Rating, Affirmed at B2 Probability of Default Rating, Affirmed at B2-PD Senior Unsecured Notes due 2024, Affirmed at B3 (LGD5) Ratings Downgraded: Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook: Outlook, Changed to Positive from Stable RATINGS RATIONALE The move to a positive outlook reflects Moody's expectation that Callon's production will grow as it develops its existing acreage in the Permian, improving its credit metrics, and that Callon will also benefit from the bolt-on acreage acquisition. The strategic acquisition will enhance the company's position in the Delaware Basin, providing scale, and an inventory of drilling locations in an economically competitive basin. Over 90% of the acquired leases are held by production, allowing Callon the flexibility to defer drilling capital expenditures and to generate positive incremental free cash flow from the new acreage in the near-term. The B2 CFR reflects the limited scale of Callon's upstream operations, its narrow geographic focus and the high level of capital spending required to develop its unproved acreage that will result in negative free cash flow through 2019. The company grew its production to 26.6 thousand barrels of oil equivalent per day (Mboe/d) in the first quarter 2018 from 20.4 Mboe/d in the prior year quarter. Increasing scale as well as improvements in unit costs have boosted margins. Production would have been 33.4 Mboe/d in the first quarter 2018, pro forma for the acquisition. Moody's expects the outspend of operating cash flows in 2018-2019 to be funded with revolving credit facility borrowings. In 2018, the company has been drilling test wells with two rigs and investing in midstream infrastructure in the Delaware acreage purchased in February 2017. Additionally, it is employing three rigs in the Midland Basin to develop Wolfcamp A and B assets. The rating is supported by the company's growing Permian Basin-focused and low cost E&P operations, oil-weighted production and reserves (80% of reserves), and the company's high degree of operational control on substantially all of its acreage. The company generated a leveraged full-cycle ratio above 1.0x in 2017, reflecting the favorable capital efficiency of its operations. The company benefits from a high quality asset base and relatively low leverage (PV-10 to Debt ratio was 1.3x at year-end 2017), partially as a result of management's using equity to fund past acquisitions. Callon's senior unsecured notes are rated B3, one notch below the B2 CFR, consistent with Moody's Loss-Given-Default (LGD) methodology. The unsecured notes are junior in priority ranking to the senior secured borrowings under the company's revolving credit facility. Callon's speculative grade liquidity rating of SGL-3 reflects adequate liquidity through mid-2019, supported by cash flow from operations, availability under the asset based revolving credit facility and modest cash balances ($15 million as of March 31, 2018). Callon had $586 million of availability under its revolving credit facility due May 25, 2023, as of March 31, 2018, pro forma for the debt and equity acquisition financings and the April 5, 2018, increase in borrowing base to $825 million and commitments to $650 million. The borrowing base is re-determined two times per year. Given the acquisition and the company's ongoing development of its reserves, the borrowing base will likely continue to grow. Moody's expects the company to generate negative free cash flow over the next twelve months through mid-2019 of approximately $200 million as it continues to invest capital in developing its acreage, but it may be close to free cash flow neutral by the end of 2019. The revolving credit facility has two financial covenants: a minimum current ratio (1.0x) and a maximum leverage ratio (debt/EBITDAX of 4.0x); Moody's expects the company will comply with both covenants through mid-2019. The company's next maturity of notes is in October 2024. Callon's CFR could be upgraded if it completes and integrates the acreage acquisition as well as achieves production rates approaching 50 Mboe/d while maintaining retained cash flow to debt above 30% and a leveraged full-cycle ratio greater than 1.5x. A downgrade would be considered if Callon's retained cash flow to debt falls below 15%, leveraged full-cycle ratio declines to around 1.0x or if production volumes fall. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Callon Petroleum Company, headquartered in Natchez, MS, is an exploration and production company with operations in the Permian Basin in West Texas. Callon had 57,481 net acres in the Permian Basin and proved reserves of 137 MMboe (78% oil) as of year-end 2017. CELLECTAR BIOSCIENCES: Stockholders Elected Two Directors --------------------------------------------------------- Cellectar Biosciences, Inc., convened its annual meeting of stockholders on May 31, 2018, at which the stockholders: (1) elected each of Dr. Stephen A. Hill and John Neis as directors to a three-year term. (2) approved an increase in the number of shares of common stock available for issuance under its Amended and Restated 2015 Stock Incentive Plan of 1,200,000; (3) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for 2018. About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of targeted treatments for cancer and leveraging its proprietary phospholipid drug conjugate (PDC) platform to develop the next generation of tumor targeting treatments. Its headquarters are located in Madison, Wisconsin. The Company said it is subject to a number of risks similar to those of other small pharmaceutical companies. Principal among these risks are dependence on key individuals, competition from substitute products and larger companies, the successful development and marketing of its products in a highly regulated environment and the need to obtain additional financing necessary to fund future operations. The report from the Company's independent accounting firm Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Cellectar reported a net loss attributable to common stockholders of $15.01 million for the year ended Dec. 31, 2017, following a net loss attributable to common stockholders of $9.36 million for the year ended Dec. 31, 2016. As of March 31, 2018, Cellectar had $9.56 million in total assets, $2.11 million in total liabilities and $7.45 million in total stockholders' equity. CHINA COMMERCIAL: Sells 1.64 Million Shares of Common Stock ----------------------------------------------------------- China Commercial Credit, Inc., entered into securities purchase agreements on May 25, 2018, with certain "non-U.S. Persons" as defined in Regulation S of the Securities Act of 1933, as amended pursuant to which the Company agreed to sell an aggregate of 982,996 shares of its common stock, par value $0.001 per share, at a per share purchase price of $0.78. The net proceeds to the Company from the SPAs Offering will be approximately $750,000. The May SPAs are part of the subscription the Company received in a private placement offering of its Common Stock at a per share purchase price of $0.78 up to an aggregate gross proceeds of two million dollars ($2,000,000) to "non-U.S. Persons" as defined in Regulation S. The Offering will be on a rolling basis until June 30, 2018 unless the Company extends for an additional 30 days at its sole discretion. The net proceeds of the Offering will be used by the Company in connection with the Company's operation of certain used luxurious car leasing or other related business as approved by the board of directors of the Company. The parties to the May SPA have each made customary representations, warranties and covenants. The Shares sold pursuant to the May SPA are subject to certain lock-up whereby the 40% of the Share will be subject to a six-month lock-up from the closing of the May SPA, 30% of the Shares a nine-month lock-up from the closing and the last 30% of the Shares a twelve-months lock-up from the closing. On May 29, 2018, the Company issued 658,000 shares of the Company's Common Stock pursuant to certain to certain securities purchase agreements dated April 28, 2018 with certain "non-U.S. Persons" as defined in Regulation S of the Securities Act. On May 29, 2018, the Company issued 982,996 shares of the Company's Common Stock pursuant to May SPA to certain "non-U.S. Persons" as defined in Regulation S of the Securities Act. These issuances and sales are exempt from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder. About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- is a financial services firm operating in China. Its mission is to fill the significant void in the market place by offering lending, financial guarantee and financial leasing products and services to a target market which has been significantly under-served by the traditional Chinese financial community. The Company's current operations consist of providing direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals in the city of Wujiang, Jiangsu Province. China Commercial incurred a net loss of US$10.69 million for the year ended Dec. 31, 2017, compared to a net loss of US$2.58 million for the ended Dec. 31, 2016. As of March 31, 2018, China Commercial had US$7.31 million in total assets, US$11.76 million in total liabilities and a total shareholders' deficit of US$4.45 million. The report from the Company's independent accounting firm Marcum Bernstein & Pinchuk LLP on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CJ MICHEL INDUSTRIAL: Judge Authorized Cash Collateral Use ---------------------------------------------------------- The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky authorized CJ Michel Industrial Services, LLC to use cash collateral through May 31, 2018, to pay those items designated on the Budget attached to the Motion. All terms of the Agreed Order for Authority to Incur Secured Debt in the Form of Continuation of the Debtor's Sale of Accounts Receivable to Gulf Coast Bank & Trust Company, to Use Cash Collateral, and to Provide Adequate Protection Pursuant to 11 USC Sections 363 and 364 will remain in effect including any adequate protection granted thereunder. A full-text copy of the Order is available at http://bankrupt.com/misc/kyeb17-51611-179.pdf About CJ Michel Industrial Services CJ Michel Industrial Services, LLC, has provided staffing and contracting services for customers in the construction and industrial sector for over 20 years. Services are not limited to the electrical trade but include OSHA certified, trade licensed and fully-insured low-E, data/communications service technicians, pipefitters, welders, iron workers, riggers, millwrights, concrete tradesmen, and general tradesmen. CJ Michel Industrial Services began to experience cash flow issues after it borrowed money from nontraditional lending sources which were primarily merchant cash advance lenders. It has been unable to reach out-of-court workout agreements with these lenders and seeks a "breathing spell" to reorganize its business under Chapter 11 of the Bankruptcy Code in order to restructure its debts, reorganize as a going concern, and maximize value for the benefit of the creditors of its estate. CJ Michel Industrial Services, based in Lancaster, Kentucky, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug. 10, 2017. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Clarence J. Michel, Jr., member. The Hon. Gregory R. Schaaf presides over the case. Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as bankruptcy counsel to the Debtor. No trustee or examiner has been appointed in the Chapter 11 case, and no creditors' committee or other official committee has been appointed. COATES INTERNATIONAL: Raises $33,000 in Debt Financing ------------------------------------------------------ Coates International, Ltd., received on May 29, 2018, the net proceeds of a securities purchase agreement and related convertible promissory note, dated May 25, 2018, in the face amount of $33,000 issued to Power Up Lending Group, Ltd. The Promissory Note matures in March 2019 and provides for interest at the rate of eight percent per annum. The Note may be converted into unregistered shares of the Company's common stock, par value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of the Holder. All outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto. The Company incurred expenses amounting to $2,500 in connection with this transaction. The Conversion Price will be equal to 61% multiplied by the Market Price, as defined. The Market Price will be equal to the average of the three lowest closing bid prices of the Company's common stock on the OTC Pink Sheets during the 10 trading-day period ending one trading day prior to the date of conversion by the Holder. The Conversion Price is subject to adjustment for changes in the capital structure such as stock dividends, stock splits or rights offerings. The number of shares of common stock to be issued upon conversion will be equal to the aggregate amount of principal, interest and penalties, if any divided by the Conversion Price. The Holder anticipates that upon any conversion, the shares of stock it receives from the Company will be tradable by relying on an exemption under Rule 144 of the U.S. Securities and Exchange Commission. The Conversion Price is subject to adjustment in the event of any of the following: 1. During the period when a Major Announcement by the Company relating to a merger, consolidation, sale of the Company or substantially all of its assets or tender offer is in effect, as defined. 2. A merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event being consummated. The Company is not permitted to pay dividends or make other distributions of capital or repurchase or otherwise acquire any shares of its capital stock without the Holder's consent and is subject to certain restrictions on new borrowings, while there is a remaining outstanding balance related to the convertible promissory note. These notes may be prepaid during the first six months the notes are outstanding by paying a prepayment penalty equal to 30% during the first 60 days, increasing in 5% increments each month thereafter, to a maximum of 50%. The Company has reserved 48,266,195 shares of its unissued common stock for potential conversion of the convertible note. The convertible promissory note was privately offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws which the Company believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Company by the Holder. About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- has been developing over a period of more than 20 years the patented Coates Spherical Rotary Valve system technology which is adaptable for use in piston-driven internal combustion engines of many types. Independent testing of various engines in which the Company incorporated its CSRV system technology confirmed meaningful fuel savings when compared with internal combustion engines based on the conventional "poppet valve" assembly prevalent in most internal combustion engines throughout the world. In addition, the Company's CSRV Engines produced only ultra-low levels of harmful emissions while in operation. Engines operating on the CSRV system technology can be powered by a wide selection of fuels. The Company was incorporated on Aug. 31, 1988. Coates incurred a net loss of $8.38 million for the year ended Dec. 31, 2017, compared to a net loss of $8.35 million for the year ended Dec. 31, 2016. As of March 31, 2018, Coates had $2.25 million in total assets, $8.63 million in total liabilities and a total stockholders' deficiency of $6.37 million. The report from the Company's independent accounting firm MSPC, Certified Public Accountants and Advisors, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company continues to have negative working capital, negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CONCORDIA INTERNATIONAL: Appoints Krinsky as Interim Chairman ------------------------------------------------------------- Concordia International Corp. announced a number of corporate developments. Appointment of Interim Chairman Itzhak Krinsky, a non-executive director on Concordia's board of directors since May 2017, has been appointed interim chairman of the Board, effective May 31, 2018. Current director Randy Benson has been appointed to the Board's Nominating and Corporate Governance Committee; current director Patrick Vink has been appointed Chair for the Nominating and Corporate Governance Committee; and Mr. Krinsky has been appointed to the Board's Audit Committee. All appointments will be held until Concordia's Annual General and Special Meeting of Shareholders scheduled for June 19, 2018. The Board intends to re-evaluate the appointments after the Annual General and Special Meeting of Shareholders. The Board committees now consist of the following members: Audit Committee: Rochelle Fuhrmann (Chair) Itzhak Krinsky Frank Perier, Jr. Human Resources and Compensation Committee: Doug Deeth (Chair) Patrick Vink Frank Perier, Jr. Nominating and Corporate Governance Committee: Patrick Vink (Chair) Randy Benson Itzhak Krinsky Nasdaq Delisting The Company received a letter dated May 30, 2018, from the Listing Qualifications Department of the NASDAQ Global Select Market informing Concordia that its common shares will be scheduled for delisting effective at the opening of business on June 8, 2018. As previously announced on Dec. 1, 2017, Nasdaq informed the Company that it did not meet the minimum bid price requirement of US$1.00 per share for 30 consecutive days as set forth in Nasdaq's continued listing rules and, as a result, Concordia had until May 29, 2018, to regain compliance with the minimum bid price requirement to maintain its listing. To regain compliance with the minimum bid price requirement, the Company's common shares were required to have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days prior to May 29, 2018, which did not occur. As part of Concordia's proposed transaction to realign its capital structure, lenders supporting the transaction have requested that the Company delist its common shares from Nasdaq. Therefore, the Company does not intend to apply to Nasdaq for additional time to regain compliance and anticipates that its common shares will be delisted from Nasdaq and cease trading on Nasdaq at the opening of business on June 8, 2018. The Company believes a successful realignment of its capital structure under the terms outlined in its press release on May 2, 2018, is the best financial path forward and will enable it to deliver on its strategic plans. The Company's common shares continue to be listed on the Toronto Stock Exchange. Early Consent Date Reminder As previously disclosed, debtholders of the Company are reminded that the early consent date for voting in favour of a plan of arrangement under the Canada Business Corporations Act in order to be eligible to receive certain early consent consideration, as set out in further detail in the interim order issued by the Ontario Superior Court of Justice on May 2, 2018, the Company's management information circular dated May 15, 2018 and the CBCA Plan of Arrangement, is 5:00 p.m. (Toronto time) on June 6, 2018. Any questions or requests for further information regarding eligibility for early consent consideration should be directed to 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. 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 of March 31, 2018, Concordia had US$2.32 billion in total assets, US$4.30 billion in total liabilities and a total shareholders' deficit of US$1.97 billion. * * * 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," as reported by the TCR on Oct. 27, 2017. 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." CORNBREAD VENTURES: Unsecureds to Get $200K with No Interest ------------------------------------------------------------ Cornbread Ventures, LP, filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement in support of its plan of reorganization, dated May 25, 2018, which is designed to effect a reorganization of the Debtor's business operations and a restructuring of the Debtor's obligations to its creditors. To assure the Debtor's vendors, customers, employees, and other constituents of the Debtor's operational viability and ongoing ability to meet its post-petition obligations, and to facilitate the Debtor's reorganization efforts by stabilizing the Debtor's cash flows, the Debtor negotiated post-petition financing from Red Fox Lending, LLC. On Nov. 21, 2017, the Debtor filed the Emergency Motion for Interim and Final Orders Authorizing Debtor to Obtain Post-Petition Financing and Granting Security Interests and Liens seeking up to $500,000 of debtor-in-possession financing from the DIP Lender. Under the plan, each holder of an Allowed General Unsecured Claim in Class 5 receives 12 equal monthly cash payments of the holder's Pro Rata share of $200,000 without interest, beginning on the first business day of each full calendar month after the Effective Date. Reorganized Cornbread may prepay in full or in part any remaining balance of any Allowed General Unsecured Claim's Pro Rata share of $200,000 at any time on or after the Effective Date without affecting the timing of payments on account of any other Allowed General Unsecured Claim. Payments on and after the Effective Date will be made from Reorganized Cornbread's cash, which includes the New Equity Contribution paid to Reorganized Cornbread no later than the Effective Date. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-17-12877-179.pdf About Cornbread Ventures Cornbread Ventures, LP, is the owner and operator of Z'Tejas Southwestern Grill. The company was founded in 2015 and is based in Austin, Texas. Cornbread Ventures filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-12877) on Oct. 30, 2017. In the petition signed by Michael Stone, its president and general partner, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Brenda K. Martin presides over the case. Serving as the Debtor's counsel is Jordan A Kroop, Esq., at Perkins Coie LLP, as counsel. Horne LLP serves as its accountant. The U.S. Trustee on Jan. 9, 2018, notified the U.S. Bankruptcy Court for the District of Arizona that no official committee of unsecured creditors was appointed in the Chapter 11 case. CUMULUS MEDIA: Exits Chapter 11 Bankruptcy, Cuts Debt by $1-Bil. ---------------------------------------------------------------- Cumulus Media Inc. (PINK: CMIA) said June 4, 2018, that the Company has successfully completed its financial restructuring and emerged from Chapter 11 having reduced its debt by more than $1 billion. The Company plans to utilize its enhanced financial flexibility to continue its ongoing business transformation and drive value creation on behalf of all its stakeholders. Pursuant to the restructuring, the Company reduced its total debt balance from $2.34 billion to $1.30 billion, consisting entirely of a term loan bearing interest at LIBOR plus 450 basis points and due May 15, 2022. Also, pursuant to the terms of the financial restructuring, the Company's previously outstanding equity was cancelled and certain former stakeholders are being issued 11,052,211 shares of the Company's Class A common stock, 5,218,209 shares of the Company's Class B common stock and warrants to purchase 3,729,589 shares of common stock in exchange for their prior claims. Except with regard to voting and conversion rights, shares of Class A common stock and Class B common stock are identical in all respects. Generally, the holders of shares of Class B common stock are not entitled to vote on any matters, although those shares are convertible into shares of Class A common stock, subject to FCC rules and regulations and the Company's governance documents. The Company has applied to have the Class A common stock listed on The NASDAQ Stock Market under the symbol CMLS and, until such time, expect that such shares will be quoted on the OTC Pink Sheets under the symbol CMIA. Immediately prior to the commencement of the case, the Debtors entered into a Restructuring Support Agreement with certain creditors under an Amended and Restated Credit Agreement, dated as of December 23, 2013, by and among the Company, Cumulus Media Holdings Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto from time to time, and Crestview Radio Investors, LLC and certain of its affiliates. The Restructuring Support Agreement contemplates the implementation of a financial restructuring of the Debtors through a conversion of more than $1.0 billion of the Company's funded debt into equity. On December 9, 2017, the Debtors filed the Plan with the Bankruptcy Court and a related disclosure statement pursuant to chapter 11 of the Bankruptcy Code. On January 18, 2018, the Debtors filed with the Bankruptcy Court a first modified joint plan of reorganization and the related first modified disclosure statement for the Plan pursuant to chapter 11 of the Bankruptcy Code. The Plan and Disclosure Statement were further modified on January 31, 2018, February 2, 2018, and February 12, 2018, and supplemented on, March 16, 2018, April 12, 2018, April 30, 2018 and May 10, 2018. On February 2, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement and authorizing the solicitation of votes on the Plan. Pursuant to the Plan, a new corporation -- the Reorganized Borrower -- will acquire substantially all of the assets of the Company (other than the stock of Cumulus Media Holdings Inc.) and Cumulus Media Holdings Inc. In the transaction, holders of claims with respect to the Term Loans will receive their pro rata share of approximately $1.3 billion in principal amount of New First Lien Term Loans maturing in 2022 and 83.5% of the issued and outstanding amount of common stock issued by Reorganized Borrower's indirect parent, subject to dilution by any Reorganized Common Equity issued pursuant to a post-emergence equity Management Incentive Compensation Plan. Holders of unsecured claims against the Company, including claims arising from the Company's 7.75% Senior Notes due 2019, will receive, in the aggregate, 16.5% of the Reorganized Common Equity, subject to dilution by the MIP. The New First Lien Debt will accrue interest at the London Inter-bank Offered Rate ("LIBOR") plus 4.50% per annum, subject to a LIBOR floor of 1.00% or, at Reorganized Borrower's option, an alternate base rate plus 3.50% per annum, subject to an alternate base rate floor of 2.00%. On May 10, 2018, the United States Bankruptcy Court for the Southern District of New York entered Findings of Fact, Conclusions of Law and Order Confirming the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization, which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates. A copy of the Confirmation Order is available at https://is.gd/1dSrdG On June 4, 2018, the Debtors advised that they have satisfied the conditions to effectiveness of the Plan set forth in the Confirmation Order and in the Plan. Mary Berner, President and Chief Executive Officer of CUMULUS MEDIA, said, "Over the last two years, we have been relentlessly focused on our plans to turn the Company around, and the completion of our financial restructuring process is a monumental step forward on our turnaround path. We emerge today as a stronger and more competitive Company, with the financial foundation that we need to move forward decisively with the initiatives that will produce the greatest benefits for the Company. With this financial restructuring now behind us, we are excited about what we will be able to accomplish with all of our resources and energy fully focused on our operating business." Ms. Berner continued, "I want to thank our exceptional team at CUMULUS MEDIA for their dedication and tremendous efforts through this process. Looking ahead, our employees will remain the true force driving our success as we continue to deliver premium content choices to the 245 million people we reach every week across our collection of stations and Westwood One. We are also grateful for the support of our vendors and affiliates during this process, and we look forward to working together well into the future." Prior to its bankruptcy-exit, Cumulus Media released financial results for the quarterly period ended March 31, 2018. In its Form 10-Q report filed with the Securities and Exchange Commission, Cumulus Media disclosed a net loss of $5,001,000 for the quarter, down compared to a net loss of $7,395,000 for the same period a year ago. Cumulus posted net revenue of $263,679,000 for the first quarter of 2018 compared to net revenue of $264,030,000 for the same period a year ago. At March 31, 2018, Cumulus Media reported total assets of $2,029,874,000 against total liabilities of $2,730,824,000. A copy of the Company's Form 10-Q report is available at https://is.gd/123P5M 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. CUMULUS MEDIA: Mary Berner, 6 Others Named to New Board ------------------------------------------------------- Cumulus Media Inc. disclosed in a Form 8-K filing with the Securities and Exchange Commission that in accordance with the Debtors' Chapter 11 reorganization plan, on the Effective Date, the Company's board of directors is comprised of seven members, consisting of Mary G. Berner, the Company's President and Chief Executive Officer, and the following six independent directors selected by the Term Lender Group: (A) David M. Baum, 53, has served as the President of Baum Media Group, LLC, an investment and consulting firm, since February 2005. From March 2013 to July 2017, Mr. Baum also served as the President of Revolution Golf, a digital media company, where he maintained responsibility for its overall strategy and operations. Prior to founding Baum Media Group, Mr. Baum served for over 18 years in various roles at Goldman, Sachs & Co., an investment bank, retiring in 2003 as a partner and Managing Director of the Mergers and Acquisitions department. Mr. Baum serves on the board of directors of the Marcus Corporation. (B) Matthew C. Blank, 67, has served as an advisor to Showtime Networks Inc., a premium television network, since 2017. Before taking his most recent role, he served as Chairman of Showtime from 2016 to 2017 and Chief Executive Officer of Showtime from 1995 to 2015. Prior to his service at Showtime, Mr. Blank served for over 12 years in various roles at Home Box Office, Inc., a premium television network, leaving HBO as its Senior Vice President of Consumer Marketing. Mr. Blank served on the board of directors of Geeknet, Inc. from 2010 to 2015. Mr. Blank serves as a director of Creative Coalition and PENCIL Public Education Needs Civic Involvement in Learning and is a board member of The Cable Center. He is a Trustee of the Harlem Children's Zone and the American Museum of the Moving Image. (C) Thomas H. Castro, 63, has served as the President and Chief Executive Officer of El Dorado Capital, LLC, a private equity investment firm, since December 2008. He is also the founder of IMB Development Corporation, a private equity investment firm, and has served as its Managing Director since January 2012. Previously, he was the co-founder and Chief Executive Officer of Border Media Partners, LLC, a radio broadcasting company that primarily targets Hispanic listeners in Texas, from 2002 to 2007 and its Vice Chairman through 2008. Prior to that, Mr. Castro owned and operated other radio stations and founded a company that exported oil field equipment to Mexico. Mr. Castro served on the board of directors of Time Warner Cable, Inc. from 2006 to 2016. (D) Joan Hogan Gillman, 55, served as Executive Vice President of Time Warner Cable, Inc., a media, telecom and cable company, and Chief Operating Officer of its Time Warner Cable Media division, for which she maintained financial responsibility, from September 2006 to June 2016. Prior to her service at Time Warner Cable, Ms. Hogan Gillman served in senior executive roles at OpenTV Corporation, a television and advertising software company, British Interactive Broadcasting Holdings Limited, a provider of interactive services for U.K. digital television, and Physicians' Online Inc., an online billing solution for physicians. Ms. Hogan Gillman currently serves on the board of directors of Airgain, Inc., Centrica PLC and InterDigital, Inc. Ms. Hogan Gillman also serves the Chairman of the board of directors of the Jesuit Volunteer Group and is a committee member of Transit Wireless. (E) Andrew W. Hobson, 56, has served as a Partner and the Chief Financial Officer of Innovatus Capital Partners, LLC, a private investment firm, since January 2016. From 1994 to 2015, Mr. Hobson served in various roles at Univision Communications Inc., a media company, including Senior Executive Vice President and Chief Financial Officer from October 2007 through February 2015, during which time he was responsible for all financial aspects of the company. Prior to his employment at Univision, Mr. Hobson served as a Principal at Chartwell Partners LLC from 1990 to 1994. (F) Brian G. Kushner, 59, has served as Senior Managing Director in the Corporate Finance practice of FTI Consulting, Inc., a global business management consulting firm, since 2009. Prior to joining FTI Consulting, Dr. Kushner served as the President and Chief Executive Officer of Sage Telecom, a telecommunications company and, before Sage, as President and Chief Executive Officer of Pacific Crossing Limited, a trans-Pacific telecommunications company. Early in his career, Dr. Kushner co-founded CXO, L.L.C., a bankruptcy debtor advisory and interim management firm, which was ultimately sold to FTI Consulting. He currently serves on the board of directors of Dex Media, Inc., Mudrick Capital Acquisition Corporation and Zodiac Interactive. He has previously served on the board of directors of Luxfer Holdings PLC, Pacific Crossing Limited, Damovo Group, Everyware Global, Inc. (now The Oneida Group), DLN Holdings, LLC and Caribbean Asset Holdings LLC. All directors serve on the Board for a term ending at the annual meeting following the meeting at which the director was elected. The current class of directors will be subject to reelection at the Company's next annual meeting. The Board's audit committee currently consists of Brian G. Kushner (chair), Thomas H. Castro and Andrew W. Hobson. The Board's compensation committee currently consists of David M. Baum (chair), Matthew C. Blank and Joan Hogan Gillman. The Board's nominating committee consists of Joan Hogan Gillman (chair), Matthew C. Blank and David M. Baum. Jeffrey Marcus, Jan Baker, Jill Bright, John W. Dickey, Ralph B. Everett and Ross Oliver ceased to be members of Old Cumulus' board of directors. Indemnification Agreements In accordance with the Plan, the Board has approved a form of indemnification agreement to be entered into by members of the Board and the Company's executive officers. The Indemnification Agreement provides for the mandatory advancement and reimbursement of reasonable expenses (subject to limited exceptions) incurred by indemnitees in various legal proceedings in which they may be involved by reason of their service as directors or officers, as applicable, as permitted by Delaware law, and the Company's Charter and Bylaws. Each of the Company's executive officers and directors has entered or will enter into an Indemnification Agreement. In addition, pursuant to the terms of the Plan, the indemnification obligations of Old Cumulus remain in full force and effect. Long-Term Incentive Compensation Plan In accordance with the Plan and the approval of the Board, the Cumulus Media Inc. Long-Term Incentive Plan (the "Incentive Plan") became effective as of the Effective Date. The Incentive Plan is intended to, among other things, help attract, motivate and retain key employees and directors and to reward them for making major contributions to the success of the Company. The Incentive Plan permits awards to be made to consultants or to employees, directors, or consultants of an affiliate of the Company. Unless otherwise determined by the Board, the Board's compensation committee will administer the Incentive Plan. The Incentive Plan generally provides for the following types of awards: * stock options (including incentive options and nonstatutory options); * restricted stock; * stock appreciation rights; * dividend equivalents; * other stock based awards; * performance awards; and * cash awards. The aggregate number of shares of Class A common stock reserved for issuance pursuant to the Incentive Plan is 2,222,223, representing 10% of the outstanding common stock and warrants of the Company as of the Effective Date, on a fully diluted basis. Awards can be made under the Incentive Plan for a period of ten years from June 4, 2018, subject to the right of the stockholders and the Board to terminate the Incentive Plan at any time. Grant of Equity Awards On the Effective Date and pursuant to the Plan, the Company granted 565,277 restricted stock units and 565,277 stock options under the Incentive Plan and the terms of the relevant restricted stock unit agreements and stock option agreements, as applicable, to certain employees, including its executive officers, representing an aggregate of 1,130,554 shares of Class A common stock. Fifty percent of the RSUs granted to Management vest ratably on each of December 31, 2018, 2019 and 2020, subject to certain performance-based criteria. Of the remaining 50% of the RSUs and 100% of the Options granted to Management, 30% will vest on each of the first two anniversaries of the Effective Date, and 20% will vest on each of the third and fourth anniversaries of the Effective Date. The vesting of each of the Management Emergence Awards is also subject to, among other things, each such employee's continued employment with the Company. If an employee's employment is terminated by the Company or its subsidiaries without Cause, by the employee for Good Reason (each, as defined in the award agreement) or due to a termination of employment with the Company or its subsidiaries by reason of death or Disability (as defined in the award agreement), such employee will become vested in an additional tranche of the unvested Management Emergence Awards as if the employee's employment continued for one (1) additional year following the qualifying termination date; provided, that with respect to the Chief Executive Officer and Chief Financial Officer, (i) an amount equal to 50% of the unvested components of the Management Emergence Awards will accelerate and vest (75% if such termination occurs on or before the first (1st) anniversary of the Effective Date) and (ii) vested Options will remain outstanding until the expiration date of such Option. If an employee's employment is terminated by the Company or its subsidiaries without Cause or by the employee for Good Reason, in either instance at any time within the three month period immediately preceding, or the twelve month period immediately following, a Change in Control (as defined in the award agreement), such employee will become vested in all unvested Management Emergence Awards. In addition, on the Effective Date and pursuant to the Plan, the Company granted each non-employee director 5,402 (10,804 for Mr. Hobson) RSUs and 2,701 (5,402 for Mr. Hobson) Options under the Incentive Plan and the terms of the relevant Restricted Stock Unit Agreements and Option Agreements, as applicable, representing an aggregate of 56,721 shares of Class A common stock (the "Director Emergence Awards"). The RSUs and Options granted to each non-employee director vest in four equal installments on the last day of each calendar quarter, commencing with the calendar quarter in which the grant occurs. The vesting of each of the Director Emergence Awards is also subject to, among other things, each such non-employee director's continued role as a director with the Company. Upon a Change in Control, all unvested Director Emergence Awards will fully vest. 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. CUMULUS MEDIA: Post-Effective Date Transactions Disclosed --------------------------------------------------------- Cumulus Media Inc. (PINK: CMIA) said June 4, 2018, that the Company has successfully completed its financial restructuring and emerged from Chapter 11 having reduced its debt by more than $1 billion. In a Form 8-K disclosure with the Securities and Exchange Commission, the Company disclosed several transactions the Debtors executed upon bankruptcy emergence. New $1.3 Billion Loan from Wilmington Trust On the Effective Date, Cumulus Media New Holdings Inc., a Delaware corporation and an indirectly wholly-owned subsidiary of the Company, and certain of the Company's other subsidiaries, entered into a Credit Agreement with Wilmington Trust, National Association, as administrative agent, and holders of claims with respect to Old Cumulus' previous term loan credit facility under the Canceled Credit Agreement, as term loan lenders. Pursuant to the Credit Agreement, the lenders party thereto are deemed to have provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $1.3 billion senior secured term loan credit facility. Amounts outstanding under the Credit Agreement bear interest at a per annum rate equal to (i) the Alternative Base Rate, plus an applicable margin of 3.50%, subject to an Alternative Base Rate floor of 2.00%, or (ii) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 4.50%, subject to a LIBOR floor of 1.00%. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified as the "Prime Rate" and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0%. Amounts outstanding under the Term Loan amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan with the balance payable on the maturity date. The maturity date of the Credit Agreement is May 15, 2022. The Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material Federal Communications Commission (the "FCC") licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in Credit Agreement). Upon the occurrence of an event of default, the Agent may, with the consent of, or upon the request of, the required lenders, accelerate the Term Loan and exercise any of its rights as a secured party under the Credit Agreement and the ancillary loan documents: provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan will automatically accelerate. The Credit Agreement does not contain any financial maintenance covenants. The Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility providing commitments of up to $50.0 million, subject to certain conditions. The borrowers may elect, at their option, to prepay amounts outstanding under the Credit Agreement without premium or penalty (except that any prepayment during the period of six months following the closing of the Credit Agreement would require a premium equal to 1.00% of the prepaid principal amount). The borrowers may be required to make mandatory prepayments of the Term Loan upon the occurrence of specified events as set forth in the Credit Agreement, including upon the sale of certain assets and from Excess Cash Flow. Amounts outstanding under the Credit Agreement are guaranteed by Cumulus Media Intermediate Inc. ("Intermediate Holdings"), which is a subsidiary of the Company, and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Credit Agreement (the "Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Credit Agreement as borrowers, and the Guarantors. Some of the lenders and the Agent under the Credit Agreement, or their affiliates, have had in the past, and may have, in the future, various relationships with the Company involving the provision of financial or other advisory services, including cash management, investment banking and brokerage services. These lenders and the Agent, or their respective affiliates, have received, and may in the future receive, customary fees for those services. Warrant Agreement On the Effective Date, the Company entered into a warrant agreement with Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent. In accordance with the Plan and pursuant to the Warrant Agreement, on the Effective Date, the Company (i) issued 3,016,853 Series 1 warrants (the "Series 1 warrants") to purchase shares of Class A common stock or the Company's Class B common stock, par value $0.0000001 per share ("Class B common stock" and, together with the Class A common stock, the "common stock") on a one-for-one basis at an exercise price of $0.0000001 per share, to claimants that returned ownership certifications required by the Plan ("Plan Certifications") by the Certification Deadline and (ii) issued or will issue 712,736 Series 2 warrants (the "Series 2 warrants" and, together with the Series 1 warrants, the "Warrants") to purchase shares of Class A common stock or Class B common stock on a one-for-one basis at an exercise price of $0.0000001 per share, to claimants that failed to return Plan Certifications by the Certification Deadline. The Series 2 Warrants may only be exercised for the type and amount of equity that the holder would have been entitled to receive on the Effective Date had it timely submitted its Plan Certification. The Warrants have a twenty year term and will expire on June 4, 2038. The number of shares of common stock for which a Warrant is exercisable is subject to adjustment from time to time upon the occurrence of specified events, including: (1) the subdivision or combination of the common stock into a greater or lesser number of shares (2) upon a reclassification or recapitalization of the Company in which holders of common stock are entitled to receive cash, stock or securities in exchange for common stock and (3) a Change of Control (as defined in the Warrant Agreement). The Company will apply for a declaratory ruling from the FCC to increase the level of foreign ownership of the Company that is permitted under applicable FCC rules. Pursuant to the Warrant Agreement, upon receipt of the declaratory ruling from the FCC, the Company is required to exchange common stock for outstanding Warrants to the extent permitted by the declaratory ruling, subject to proration among the holders of Warrants as set forth therein. If the declaratory ruling will not allow the Company to exchange for common stock all of the outstanding Warrants, then, in addition to proration among holders, all remaining Series 2 warrants will be mandatorily exchanged for Series 1 warrants. Cancellation of Certain Prepetition Obligations In connection with the effectiveness of and pursuant to the terms of the Plan, on the Effective Date, the obligations of Old Cumulus and its subsidiaries under the following agreements were satisfied and discharged: * Amended and Restated Credit Agreement, dated as of December 23, 2013, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., as Borrower, certain lenders, JPMorgan Chase Bank, N.A., as administrative agent, Royal Bank of Canada and Macquarie Capital (USA) Inc., as co-syndication agents, and Credit Suisse AG, Cayman Islands Branch, Fifth Third Bank, Goldman Sachs Bank USA and ING Capital LLC, as co-documentation agents; * Indenture, dated as of May 13, 2011, among Cumulus Media Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, as supplemented; and * Rights Agreement, dated as of June 5, 2017, between Cumulus Media Inc. and Computershare Trust Company, N.A., as Rights Agent. Cancellation of Prior Equity Securities In accordance with the Plan, each share of Old Cumulus' Class A common stock, par value $0.01 per share (the "old Class A common stock"), Class B common stock, par value $0.01 per share (the "old Class B common stock"), and Class C common stock, par value $0.01 per share (together with the old Class A common stock and the old Class B common stock, the "old common stock") outstanding prior to the Effective Date, including all options, warrants or other rights, including rights issued under the Rights Agreement, to purchase such old common stock, were extinguished, canceled and discharged, and each such share, option or warrant has no further force or effect. Furthermore, all of Old Cumulus' equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged and have no further force or effect. On the Effective Date, in connection with the Company's emergence from Chapter 11 and in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided by Section 1145 of the Bankruptcy Code, the Company issued or will issue a total of 11,052,211 shares of Class A common stock, 5,218,209 shares of Class B common stock, 3,016,853 Series 1 warrants and 712,736 Series 2 warrants to holders of Allowed Credit Agreement Claims, Allowed Senior Notes Claims and Allowed General Unsecured Claims, collectively. Any shares of Class A common stock or Class B common stock issued pursuant to the exercise of Series 1 warrants or Series 2 warrants will similarly be issued pursuant to the exemption from registration provided by Section 1145 of the Bankruptcy Code. 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. DEBORAH & DANIELLE: Unsecured to Get $150 Per Month Over 60 Months ------------------------------------------------------------------ Deborah & Danielle Inc. filed an application for conditional approval of their small business disclosure statement, dated May 15, 2018, in support of their proposed plan of reorganization. Class 5 under the plan consists of Allowed General Unsecured Claims Under $10,000. Each holder of an Allowed General Unsecured Claim will be paid its pro-rata share of $150 a month over 60 months, beginning on the 20th of the month following the Effective Date and continuing on the 20th day of each month thereafter until paid in full pursuant to the Plan. Class 6 consists of Allowed General Unsecured Claims Equal of Greater than $10,000 and is estimated to be approximately $79,808.69. Each holder of an Allowed General Unsecured Claim will be paid its pro-rata share of $200 a month over 60 months, beginning on the 20th of the month following the Effective Date and continuing on the twentieth day of each month thereafter until paid in full pursuant to the Plan. The funds necessary for the satisfaction of the creditors' claims will be generated from Debtor's continued business operations called for by the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb18-30169-11-53.pdf About Deborah & Danielle Deborah & Danielle Inc., doing business L'Patricia, operates a women's clothing store located at 11818 Harry Hines Blvd., Suite 216, Dallas, Texas. Deborah & Danielle filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-30169) on Jan. 15, 2018. In the petition signed by John H. Park, president, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. No request has been made for the appointment of a trustee or examiner and no official committee has yet been appointed. Judge Stacey G. C. Jernigan presides over the case. Joyce W. Lindauer, Esq., Sarah M. Cox, Esq. and Jeffery M. Veteto, Esq., of Joyce W. Lindauer Attorney, PLLC, serve as counsel to the Debtor. DOWLING COLLEGE: Court Okays $14M Sale of Brookhaven Campus ----------------------------------------------------------- Victor Ocasio, writing for Newsday, reports that the U.S. Bankruptcy Court in Central Islip, New York, has approved the sale of Dowling College's 105-acre Brookhaven campus in Shirley to Triple Five Aviation Industries LLC for $14 million. Newsday relates that at the June 4, 2018 hearing, representatives, creditors and trustees of the defunct liberal arts college requested that Judge Robert E. Grossman approve the sale, allowing for Triple Five Aviation and Dowling's estate to close the real estate transaction within 45 days. According to the report, Triple Five Aviation is a subsidiary of the Triple Five Group of Companies -- the majority partner in a joint venture to redevelop the Enterprise Park at Calverton, known as EPCAL, as an aviation business hub. Triple Five plans to use the Shirley site as part of its effort to develop aviation technology at EPCAL. The site includes a 70-room dormitory, an athletic complex, a two-building office and classroom complex, and a 7,500-square-foot airplane hangar. The report recounts that a bankruptcy auction of the Brookhaven campus took place at the end of January, but was adjourned without a winner. The highest bid was $10.2 million, submitted by John Pjeternikaj, according to court documents. Creditors and lenders involved in the bankruptcy didn't support the sale of the campus for the amounts bid at auction, and spoke with 18 additional parties seeking a higher bid, the documents said. Last year, Dowling sold its 25-acre Oakdale campus -- including the William K. Vanderbilt Mansion -- at auction to NCF Capital Ltd., a Hong Kong company, for $26.1 million; it is now owned by Mercury International LLC, an entity affiliated with NCF. About Dowling College Dowling College was founded in 1955 as part of Adelphi College's outreach to Suffolk County, New York. Dowling College became the first four-year, degree-granting liberal arts institution in the county. It purchased the former W.K. Vanderbilt estate in Oakdale in 1962. Dowling College sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of $100 million to $500 million and debt of less than $100 million. The Debtor is represented by Klestadt Winters Jureller Southard & Stevens, LLP. Ingerman Smith, LLP and Smith & Downey, PA, have been tapped as special counsel. Robert Rosenfeld of RSR Consulting, LLC, serves as its chief restructuring officer while Garden City Group, LLC, serves as its claims and noticing agent. The Debtor has also hired FPM Group, Ltd., as consultants; Eichen & Dimeglio, PC, as accountants; A&G Realty Partners, LLC and Madison Hawk Partners, LLC, as real estate advisors; and Hilco Streambank and Douglas Elliman serve as brokers. Judge Robert E. Grossman presides over the Debtor's bankruptcy case. The Office of the U.S. Trustee on Dec. 9, 2016, appointed three creditors of Dowling College to serve on the official committee of unsecured creditors. The Committee named SilvermanAcampora LLP as its counsel. ENDURO RESOURCE: Unsecureds to Recoup 1%-18% Under Liquidation Plan ------------------------------------------------------------------- Enduro Resource Partners LLC and its debtor affiliates submit a disclosure statement in connection with the solicitation of votes on their joint plan of liquidation dated May 18, 2018. The Debtors are commencing the solicitation after extensive discussions over the past several months with certain of their key creditor constituencies, including with certain creditors holding First Lien Claims and Second Lien Claims. As a result of these negotiations, the Debtors entered into that certain Sale and Plan Support Agreement, dated as of May 15, 2018, with certain lenders holding First Lien Claims and the agent under their first lien credit facility. Shortly after commencing these Chapter 11 Cases, the Debtors, the Consenting First Lien Lenders, and the First Lien Agent reached further agreement with certain lenders under its second lien credit facility as reflected in that certain Second Lien Support Agreement and First Amendment to Sale and Plan Support Agreement, dated as of May 17, 2018. The Consenting First Lien Lenders hold, in the aggregate, approximately 78%s of the aggregate principal outstanding amount of First Lien Claims, and the Consenting Second Lien Lenders hold, in the aggregate, approximately 79% of the principal outstanding amount of Second Lien Claims. In connection with these negotiations, the Consenting First Lien Lenders, the First Lien Agent, and the Consenting Second Lien Lenders agreed to support the sale of substantially all of the Debtors' assets, with the proceeds of such sales to be distributed, as set forth the Plan and the SAPSA, entirely to Holders of First Lien Claims, other than the distributions to be provided under, and pursuant to, the Plan to holders of Second Lien Claims and General Unsecured Claims and certain reserves to be funded to pay administrative expenses and to fund the Debtors' post-sale wind-down. The SAPSA also establishes deadlines by which the Debtors must (a) obtain approval of their bidding procedures and of their asset sales, approval of this Disclosure Statement, and confirmation of the Plan, and (b) consummate their sales and the Plan. In addition to this asset sale process, the Plan contemplates that any assets remaining in the Debtors' Estates as of the Effective Date will vest in a trust (the "Plan Administration Trust") for liquidation for the benefit of Holders of Allowed Claims. The Plan Administration Trust is to be managed by a Plan Administrator. The Plan Administrator will be responsible for taking the necessary and appropriate actions to administer the remaining assets of the Debtors' estates, and to proceed with an orderly, expeditious, and efficient wind-down and distribution of the remaining assets of the Debtors in accordance with the terms of the Plan. Each Holder of a Class 3 Unsecured Claim shall receive payment in Cash in accordance with the Plan Administration Process equal to (i) if holders of General Unsecured Claims voting as a Class approve the Plan, the lesser of (A) the amount of such Claim and (B) a Pro Rata distribution of Cash from the Unsecured Claims Reserve Amount or (ii) otherwise, $0. Approximate percentage recovery for this class is 1%-18%. The Plan calls for substantially all of the Debtors' assets to be sold in one or more transactions, with any remaining assets vesting in the Plan Administration Trust. The Plan also provides for appropriate reserves for payment of other Secured Claims and administrative and priority claims and mechanisms for consummation of distributions to all Holders of Claims entitled to them. Thus, the Debtors believe that, following consummation of the Plan, there will be no need for further liquidation or reorganization. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb18-11174-72.pdf About Enduro Resource Enduro Resource Partners LLC and its subsidiaries are independent oil and natural gas companies engaged in the acquisition, exploration, exploitation, development, and operation of oil and gas properties. They have operated and non-operated oil and gas assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming, as well as royalty interests in certain properties in Montana. Enduro Resource Partners LLC and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware statutory trust formed on May 3, 2011, has not filed a chapter 11 petition and will also continue to operate in the normal course. In the petition signed by Kimberly A. Weimer, vice president and CFO, the Debtors estimated $100 million to $500 million in assets and liabilities. The Hon. Kevin Gross presides over the case. Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq., at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez & Marsal North America, LLC, as the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. GETAUTOINSURANCE: Files Supplement to Restated Joint Plan Outline ----------------------------------------------------------------- GetAutoInsurance.com Agency, LLC and affiliates filed a supplement to their renewed and restated joint disclosure statement for their joint chapter 11 plan dated May 18, 2018. On Feb. 14, 2017, the Court approved the Debtors' Renewed and Restated Joint Disclosure Statement. An important element of the Debtors' Plan was the treatment of two large creditors, Class 4, Receiver of Driver’s Insurance Group, and Class 5, Receiver of National Guaranty Insurance Company. At the time of the initially scheduled confirmation hearing, all issues relating to the Class 4 Creditor had been completely resolved. With respect to the Class 5 Creditor, the Receiver of National Guaranty Insurance Company, an agreement respecting its claim and treatment had been reached in principle but it then appeared that the NGIC Receiver was in the process of assigning its rights and interests to the Nevada Insurance Guaranty Association and, further, that the Receiver was engaged in court proceedings to close out the Receivership's estate. Over the months since the Disclosure Statement was approved by the Court, rescheduling of confirmation hearings took place several times in order to accommodate the finishing of settlement and transfer of the Class 5 claim. Over that same period of approximately one year, the Debtors have engaged in no business activity and the status quo has been preserved. The ongoing effort in the case has been to consummate settlement and transfer of the Class 5 claim and to ensure that funding of the Plan is in place. The terms of the Plan remain the same in all material respects. The only change is that the purchaser of the Class 5 claim changed from Mr. Preuez to Mr. Jain. A copy of the Supplement is available at: http://bankrupt.com/misc/ganb13-52728-485.pdf GetAutoInsurance.com Agency, LLC filed for chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 13-52728) on Feb. 7, 2013, and is represented by Evan M. Altman, Esq. HCR MANORCARE: Alternative Transaction Disclosed in Latest Plan --------------------------------------------------------------- HCR ManorCare, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement for their first amended chapter 11 plan of reorganization dated May 18, 2018. The Debtor's board of directors has approved the Plan and believes the Plan is in the best interests of the Debtor's Estate. On the Effective Date, the Debtor will effectuate the transactions contemplated by the Alternative Plan Sponsor Agreement if the Closing of the Alternative Transaction occurs. Under the Alternative Transaction, ProMedica Sub (or its designee(s)) will receive 100% of the New Common Stock in consideration for the ProMedica Plan Contribution. The ProMedica Plan Contribution will be in an amount sufficient to pay the Allowed Credit Facility Claims in full, the Agreed Rent Deferral Obligation owed to the Holders of the QCP Claims, and $50 million to current equity holders of the Debtor. The balance of the QCP Claims, including such Claims that QCP asserts are Administrative Expense Claims, shall be waived and released. The remainder of the Debtor's obligations will be paid in full in Cash, Reinstated, or otherwise left Unimpaired. If the Closing of the Alternative Transaction does not occur, the Debtor will effectuate the transactions contemplated by the Original Plan Sponsor Agreement. If this scenario occurs, QCP (or its designee(s)) will receive 100% of the New Common Stock in full satisfaction of all of the QCP Claims, i.e., all Claims of QCP and its subsidiaries against the Debtor arising under the Guaranty and due and unpaid as of the Effective Date. The current equity holders of the Debtor will not receive any distribution, and all current equity interests will be canceled. Otherwise, the capital structure will remain largely unchanged. The Secured Credit Facility and Intercompany Note will be Reinstated on existing terms, and the remainder of the Debtor's obligations will be paid in full in Cash, Reinstated, or otherwise left Unimpaired. If the Closing of the Alternative Transaction occurs, on the Effective Date, the Reorganized Debtor shall cause HCR III to, and Meerkat I LLC (or its designee(s)) and the Lessors will, enter into the Alternative Master Lease, substantially in accordance with the Alternative Master Lease Term Sheet. Meerkat I LLC is the joint venture owned by Welltower and ProMedica Parent and, after the Closing of the Alternative Transaction, will own the real estate previously owned by QCP. If the Closing of the Alternative Transaction does not occur, on the Effective Date, the Reorganized Debtor will cause HCR III to, and QCP and the Lessors will enter into the Original Master Lease Amendment. The Reorganized Debtor will fund distributions and satisfy applicable Allowed Claims under the Plan with Cash on hand and/or, if the Closing of the Alternative Transaction occurs, from such Cash on hand together with the ProMedica Plan Contribution. A copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/deb18-10467-197.pdf About HCR ManorCare Headquartered in Toledo, Ohio, HCR ManorCare, Inc. -- https://www.hcr-manorcare.com/ -- is a national healthcare provider that, through certain non-debtor providers, operates a network of more than 450 locations nationwide across these business segments: (a) skilled nursing and inpatient rehabilitation facilities (SNFs), memory care facilities, and assisted living facilities; (b) hospice and home health care agencies; and (c) outpatient rehabilitation clinics and other ancillary healthcare and related businesses. The company has approximately 50,000 employees in full- and part-time positions. HCR ManorCare sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a deal in which its landlord, Quality Care Properties Inc., will take control of the company. In the petition signed by CRO John R. Castellano, the Debtor disclosed $4.264 billion in assets and $7.118 billion in liabilities as of Dec. 31, 2017. Judge Kevin Gross presides over the case. The Debtor hired Sidley Austin LLP as bankruptcy counsel; Young, Conaway, Stargatt & Taylor LLP as Delaware counsel; Moelis & Company LLC as investment banker; and AP Services LLC as financial advisor. HELP KIDS: Creditors to Receive Payment from Business Revenue ------------------------------------------------------------- Help Kids, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California a disclosure statement, dated May 15, 2018, describing its proposed plan of reorganization. Based in Delano, California, the Debtor owns a mobile home park that includes twenty spaces and a house. The Debtor has made payments each month to secured creditors since filing its Chapter 1 1 case. The payments to secured creditors were made from income generated by the operation of Debtor's business. The Debtor's payments to secured creditors through May 15, 2018 totaled $16,500. The Debtor's payments to secured creditors reduced the debt owed to the secured creditors and helped to ensure the survival of Debtor's business. The Plan provides for payment in full of all Allowed Claims during the Term of the Plan and for Debtor's shareholder and Debtor to retain their interest in Debtor and Debtor's assets except as modified by the Plan. The Plan further provides that all secured creditors will retain their liens against Debtor's real property in the same order and priority as existed on the Petition Date until the secured claim is paid in full. The Debtor will operate its business after confirmation of the Plan. The Debtor anticipates that its income and expenses will be stable and consistent during the Term of the Plan and that it will generate sufficient revenue to make the payments required by the Plan. The U.S. Trustee has not appointed a Committee of Unsecured Creditors in Debtor's case because Debtor has no unsecured creditors except for its Shareholder. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb18-10390-44.pdf About Help Kids Inc. Help Kids, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 18-10390) on February 6, 2018. Judge Rene Lastreto II presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets of $1,000,001 to $10 million and liabilities of less than $1 million. HISTORIC HABITATS/RUBI: Plan to be Funded from Rentals Net Income ----------------------------------------------------------------- Historic Habitats/Rubi L.L.C filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement regarding its plan of reorganization dated April 30, 2018. Under the plan, holders of allowed Class 12 general unsecured claims will be paid a pro rata share of the annual distributions from the Unsecured Claim Fund each April 15th until the earlier of the date all unsecured creditors are paid in full, or April 15, 2024. So long as holders of Allowed Class 12 claims are entitled to payments under the Plan, the Reorganized Debtor must provide each holder of an allowed Class 12 Claim a reviewed annual financial statement prepared in accordance with GAAP, describing, among other things, how Net Distributable Profits were calculated and any distributions the preceding calendar year to Class 13 Equity Interest Holders on account of capital paid into the Debtor on or after the Plan Effective Date. The plan defines Net Distributable Profits as net profit after tax plus net proceeds from the sale of any assets, plus net proceeds from any litigation, plus net proceeds from any insurance claims, less funds reserved for taxes and working capital sufficient to pay three months operating expenses. Payments and distributions under the Plan will be funded by the following: the Equity Contribution of the Class 13 Equity Security Holders, Net income from Pre-confirmation rentals, and Net Income from post-confirmation rents or sales of properties. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb4-18-02635-20.pdf About Historic Habitats/Rubi L.L.C. Based in Tucson, Arizona, Historic Habitats/Rubi L.L.C is a privately held company that leases real estate properties. The Company is the fee simple owner of eight properties in Tucson, Arizona having an estimated aggregate value of $1.26 million. Historic Habitats filed for chapter 11 bankruptcy protection ( Bankr. D. Ariz Case No. 18-02635) on March 19, 2018 listing its total assets at $1.27 million and total liabilities at $2.20 million. The petition was signed by Colin Reilly, manager. The Debtor is represented by Kasey C. Nye, Esq. of Kasey C. Nye, Lawyer, PLLC. HOGAR CARINO: Plan Discloses Surrender of $445K Collateral to SDPR ------------------------------------------------------------------ Hogar Carino, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico an amended plan of reorganization dated May 14, 2018. Class 2 under the amended plan consists of all secured claims or portions of claims to date filed. The expected amount allowed in these claims is $360.108.69. Secured claim #5 by the Internal Revenue Services will be paid in full. For Claim # 2 by Scotiabank de Puerto Rico, Debtor is surrendering its collateral appraised at $455,000; Stay was Lifted in favor of Scotiabank related to Claim #2, any unsecured portion will be paid as unsecured claim. Copy of said appraisal has been provided to Scotiabank; Claim #4 by CRIM will be paid in full. The previous version of the plan provided that Claim #2 by Scotia Bank de Puerto Rico will be paid the value of the collateral estimated at $200,000. The plan will be funded by cash on hand, funds to be obtained from the operation of debtor's business Hogar Carino I and Hogar Carino II, new income from the increase of the operation of the Elderly Care facilities (Carino I & II) with an estimate increase capacity of 40 patients. Future income from savings on reduction of operational expenses maintaining and increasing the services to customers, revising the monthly rates will be use also for the payment plan. A copy of the Amended Plan is available at: http://bankrupt.com/misc/prb17-02648-11-103.pdf About Hogar Carino Hogar Carino, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-02648) on April 18, 2017. In the petition signed by Elizabeth Noemi Pardo Rivera, vice president, the Debtor disclosed total assets of $516,698 and total liabilities of $1.54 million. The Hon. Brian K. Tester presides over the case. The Law Office of Luis D. Flores Gonzalez is counsel to the Debtor. HOVNANIAN ENTERPRISES: Amends 13.5% Senior Notes Indenture ---------------------------------------------------------- K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., as guarantor, the other guarantors and Wilmington Trust, National Association, as trustee, executed a second supplemental indenture, dated as of May 30, 2018, to the Indenture, dated as of Feb. 1, 2018, governing K. Hovnanian's 13.5% Senior Notes due 2026 and 5.0% Senior Notes due 2040, among K. Hovnanian, the Company, as guarantor, the other guarantors party thereto and the Trustee, providing for amendments to the Indenture consented to by the holders of at least a majority in aggregate principal amount of the outstanding Notes of each series. The Supplemental Indenture eliminates the covenant restricting certain actions with respect to the $26.0 million aggregate principal amount of K. Hovnanian's 8.000% Senior Notes due 2019 held by K. Hovnanian at Sunrise Trail III, LLC, a wholly-owned subsidiary of the Company, which covenant had included requirements that (A) K. Hovnanian and the guarantors of the Notes would not, (i) prior to June 6, 2018, redeem, cancel or otherwise retire, purchase or acquire any Sunrise Trail 8.0% Notes or (ii) make any interest payments on the Sunrise Trail 8.0% Notes prior to their stated maturity, and (B) K. Hovnanian and the guarantors of the Notes would not, and would not permit any of their subsidiaries to (i) sell, transfer, convey, lease or otherwise dispose of any Sunrise Trail 8.0% Notes other than to any subsidiary of the Company that is not K. Hovnanian or a guarantor of the Notes or (ii) amend, supplement or otherwise modify the Sunrise Trail 8.0% Notes or the indenture under which they were issued with respect to the Sunrise Trail 8.0% Notes, subject to certain exceptions. In addition, the Supplemental Indenture eliminates events of default related to the eliminated covenant. On May 30, 2018, K. Hovnanian paid the overdue interest on the Sunrise Trail 8.0% Notes that was originally due on May 1, 2018. As a result of that payment, the "Default" under the indenture governing the 8.0% Notes has been cured. "While the developments discussed in this Current Report on Form 8-K will mean that there is no failure-to-pay credit event with respect to the 8.0% Notes that could trigger a payment in the credit default swap market, Hovnanian has never been a party to any credit default swaps and has no financial interest in the outcomes in that market. Hovnanian is pleased that the litigation is resolved and remains focused on building beautiful, high-quality homes and growing the business," Hovnanian stated in a Form 8-K filed with the Securities and Exchange Commission. Stipulation of Dismissal On Jan. 11, 2018, Solus Alternative Asset Management LP filed a complaint in the United States District Court for the Southern District of New York against GSO Capital Partners L.P., Hovnanian, K. Hovnanian, K. Hovnanian at Sunrise Trail III, LLC, Hovnanian's wholly owned subsidiary, Ara K. Hovnanian and J. Larry Sorsby. The complaint related to K. Hovnanian's offer to exchange up to $185.0 million aggregate principal amount the 8.0% Notes for a combination of (i) cash, (ii) K. Hovnanian's 2026 Notes and (iii) K. Hovnanian's 2040 Notes and related transactions that were previously disclosed in Hovnanian's Current Report on Form 8-K filed on Dec. 28, 2017. On May 30, 2018, the parties signed a stipulation of dismissal with prejudice that ends the case as to all parties. As part of the case resolution, the only obligation on the Hovnanian-related parties is to have K. Hovnanian pay to Sunrise Trail all amounts due to it as a result of the missed interest payment on the Sunrise Trail 8.0% Notes that was originally due on May 1, 2018. The end of the litigation does not impact the benefits to Hovnanian of the financing transactions with GSO announced on December 28, 2017, the terms of which are unchanged. Redemption of 8.0% Notes On May 29, 2018, K. Hovnanian completed the redemption of $65,735,000 aggregate principal amount of its 8.0% Notes, which represents all of the outstanding 8.0% Notes, excluding the Sunrise Trail 8.0% Notes. The Redemption was funded with the proceeds from K. Hovnanian's delayed draw term loan borrowings in the amount of approximately $70.0 million under that certain Credit Agreement, dated as of Jan. 29, 2018, among K. Hovnanian, the Company, the other guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Jan. 31, 2018, Hovnanian had $1.64 billion in total assets, $2.13 billion in total liabilities and a total stockholders' deficit of $491.18 million. * * * In February 2018, Moody's Investors Service upgraded Hovnanian Enterprises, Inc. Corporate Family Rating to "Caa1" from "Caa2" as the company has made strides in reducing its near-to-midterm refinancing risk and Moody's believes that Hovnanian generates sufficient unleveraged free cash flow to cover its interest burden in the next 12 to 18 months. In April 2018, S&P Global Ratings lowered its corporate credit rating on Hovnanian Enterprises to 'CC' from 'CCC+'. The downgrade follows Hovnanian's announcement of a proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes for newly issued 3% senior notes due 2047, a proposed exchange offering that S&P views as a distressed exchange, if completed. In April 2018, Fitch downgraded Hovnanian Enterprises' Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it has offered to exchange any and all of its existing 10% senior secured notes due 2022 and 10.5% senior secured notes due 2024 for new 3% senior secured notes due 2047. ICONIX BRAND: Receives Noncompliance Notice from Nasdaq ------------------------------------------------------- Iconix Brand Group, Inc., received a letter from the Listing Qualifications Department of The Nasdaq Stock Market on May 29, 2018, notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days (from April 16, 2018 to May 25, 2018) and that therefore the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The letter also states that pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until Nov. 26, 2018, to regain compliance with the minimum bid price requirement. In accordance with Rule 5810(c)(3)(A), the Company can regain compliance with the minimum bid price requirement, if, at any time during such 180-day period, the closing bid price of the Company's common stock is at least $1.00 for a minimum period of 10 consecutive business days. If by Nov. 26, 2018, the Company cannot demonstrate compliance with the minimum bid price requirement set forth under Rule 5550(a)(2), the Company may be afforded a second 180 calendar day grace period. To qualify, the Company would be required to meet 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 minimum bid price requirements set forth under Rule 5550(a)(2). In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's shares of common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to monitor its closing bid price for its common stock between now and Nov. 26, 2018, and will consider available options to resolve the Company's noncompliance with the minimum bid price requirement, as may be necessary. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria. About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. Iconix Brand owns, licenses and markets a portfolio of consumer brands including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $489.3 million in 2017, a net loss attributable to the Company of $252.1 million in 2016 and a net loss attributable to the Company of $186.5 million in 2015. As of March 31, 2018, Iconix Brand had $852.4 million in total assets, $832.5 million in total liabilities, $29.79 million in redeemable non-controlling interest and a $9.86 million total stockholders' deficit. The Company stated in its 2017 Annual Report that due to certain developments, including the decision by Target Corporation not to renew the existing Mossimo license agreement following its expiration in October 2018 and by Walmart, Inc. not to renew the existing Danskin Now license agreement following its expiration in January 2019, and the Company's revised forecasted future earnings, the Company forecasted that it would unlikely be in compliance with certain of its financial debt covenants in 2018 and that it may otherwise face possible liquidity challenges in 2018. The Company said these factors raised substantial doubt about its ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. ICONIX BRAND: Sports Direct Nominates 4 Directors to Board ---------------------------------------------------------- Sports Direct International plc has nominated four individuals -- Ron McPherson, Howard Moher, Mark Hunter and Daniel Dienst -- for election to the Iconix Board of Directors at the Company's 2018 Annual Meeting. This is in line with Sports Direct's commitment to actively participate in its strategic investments. Sports Direct issued the following statement: "As significant and long-term Iconix stockholders, we have seen first-hand how the numerous operational and strategic decisions initiated by the Company have resulted in severe value destruction for its investors. The Company's stark drop in share price (currently trading at under $0.70) [as of market close on 5/31/18], substantial debt load relative to revenues (with more than $800 million in outstanding principal obligations as of Q1 20182) and the loss of major direct-to-retail licensing agreements with major retailers all demonstrate the failures of the current Board and management." "Given these serious concerns, we have made a number of attempts to engage constructively with Iconix, but this has unfortunately led nowhere. We can no longer stand by while Iconix's Board and management continue along this unsustainable path. We have nominated four highly-qualified individuals for election as directors. These nominees have an in-depth understanding of the operational challenges facing the Company -- three of the four are seasoned executives affiliated with Sports Direct and all four of our nominees are veterans of the retail and brand licensing industries. We believe that reorganizing the Board with highly-qualified experts is a critical first step to unlocking the Company's latent value." "Our nominees are fully committed to undertaking a strategic evaluation of the current business and opportunities that exist with the goal of driving significant value for all stockholders and improving governance and transparency -- which the incumbent Board has failed to do over a number of years. Iconix's history of underperformance and its lack of a coherent strategy to reverse this recent unacceptable loss of stockholder value illustrates the need for significant change at the Board level." Sports Direct's nominees for Iconix's Board of Directors are: * Ronald McPherson, president and CEO of The Antigua Group, Inc., an affiliate of Sports Direct International plc. Mr. McPherson has been an employee of Antigua for nearly four decades as it has grown into a leading designer and marketer of men's, women's and children's lifestyle apparel and sportswear. He has also served as a board member for the Golf Manufacturers and Distributors Association, and for The Samaritan Foundation/Banner Health Foundation. * Howard Moher, CEO of SDI USA LLC, SDI Stores USA LLC, Mountain Sports LLC and Bobs Stores USA LLC, ultimate subsidiaries of Sports Direct International plc and operators of the Bobs Stores and Eastern Mountain Sports retail and web businesses. Mr. Moher took on the role of CEO after leading the successful transaction by Sports Direct International plc to purchase the Bobs Stores and Eastern Mountain Sports from Versa Capital in 2017. Under his leadership, Mr. Moher is successfully managing their restructuring and turnaround. Prior to taking on his role as CEO, Mr. Moher worked in various capacities for Sports Direct International plc for over a decade. He is also the Chairman of the Board of Leisurewear International Ltd., owners of the Minoti brand. Mr. Moher is a non-executive director of Technology Rentals Ltd, a UK leaser of IT equipment to the education sector. * Mark Hunter, Acting CEO and CFO of Everlast Worldwide, Inc., an affiliate of Sport Direct International plc. Everlast is a manufacturer, marketer and licensor of boxing, MMA and fitness equipment. Prior to taking on this role in 2017, Mr. Hunter served as executive vice president of finance, Supply Chain, Planning & Ecommerce at Everlast from 2012 to 2017. Mr. Hunter is also an officer of both SDI Holdings USA Inc. and SDI Sports Group America, Inc., affiliates of Sport Direct International plc. * Daniel Dienst, founder and managing member of D2Quared LLC and former director and CEO of Martha Stewart Living Omnimedia Inc., where he led the turnaround of the famous brand and orchestrated its successful sale in 2015 to Sequential Brands, Inc. for $353 million. Mr. Dienst is a director of Knoll, Inc. (NYSE: KNL) and Matlin & Partners Acquisition Corporation (NASDAQ: MPACU). He was the Group CEO of Sims Metal Management, Ltd., having founded and served as the Chairman and CEO of Metal Management, Inc. before the company was sold to Sims for $1.7 billion in 2008. Mr. Dienst is experienced in the financial markets, having served as a managing director of corporate and leveraged finance at CIBC World Markets Corp. He also was recently a director of 1st Dibs, Inc., a venture-backed e-commerce business, from 2014 to 2015. As of May 30, 2018, Sports Direct beneficially owns 5,664,115 shares of common stock of Iconix Brand Group Inc., constituting 8.6 percent of the shares outstanding, according to a Schedule 13D/A filed with the Securities and Exchange Commission, a copy of which is available for free at: https://is.gd/eudKtU About Sports Direct Sports Direct is a sports retailer and owner of sport, fashion and lifestyle brands, operating over 750 stores across the UK, continental Europe and Asia. Additionally, Sports Direct operates Premium Lifestyle and Brands divisions and owns a portfolio of over 30 globally recognized brands, including Slazenger, Everlast, Lonsdale, Karrimor, No Fear and Kangol. About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. Iconix Brand owns, licenses and markets a portfolio of consumer brands including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $489.3 million in 2017, a net loss attributable to the Company of $252.1 million in 2016 and a net loss attributable to the Company of $186.5 million in 2015. As of March 31, 2018, Iconix Brand had $852.4 million in total assets, $832.5 million in total liabilities, $29.79 million in redeemable non-controlling interest and a $9.86 million total stockholders' deficit. The Company stated in its 2017 Annual Report that due to certain developments, including the decision by Target Corporation not to renew the existing Mossimo license agreement following its expiration in October 2018 and by Walmart, Inc. not to renew the existing Danskin Now license agreement following its expiration in January 2019, and the Company's revised forecasted future earnings, the Company forecasted that it would unlikely be in compliance with certain of its financial debt covenants in 2018 and that it may otherwise face possible liquidity challenges in 2018. The Company said these factors raised substantial doubt about its ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. IRASEL SAND: Unsecured Claims Increased to $3.7MM in New Plan ------------------------------------------------------------- Irasel Sands, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas a first amended disclosure statement describing its first amended plan. A hearing on whether to confirm the Plan has been scheduled for June 27, 2018, at 9:30 a.m. in the United States Bankruptcy Court, Courtroom No. 1, 3rd Floor, 615 East Houston Street, San Antonio, Texas. The latest plan modifies the treatment of Class 6 general unsecured creditors. The total claims in this class are approximately $3,771,260.17. Of this, the Debtor asserts only $2,867,860.08 are allowed after all offsets/payments are credited. This class will be paid, at a minimum, in full in 20 equal quarterly installments of $154,952 beginning on or before Sept. 30, 2018 and on the 30/31st day of each quarter thereafter or sooner at the Debtor's discretion until paid in full. These claims will bear interest at the rate of 3% per annum. The Class 6 Creditors are impaired. The initial version of the plan provided that general unsecured creditor claims, estimated by the debtor to total $3,076,312.51, will be paid in full in 20 equal quarterly installments of $166,215.11 beginning on March 31, 2018 and on the 31st of each quarter thereafter until paid in full. These claims will bear interest at the rate of 3% per annum. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-51420-335.pdf About Irasel Sand LLC Based in Dilley, Texas, Irasel Sand, LLC, is a company that was organized in 2014 as a joint venture between Irabel, Inc., and Select Sand LLC. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-51420) on June 19, 2017. Louis R. Butler, CEO of managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Dean William Greer, Esq., at the Law Offices of Dean W. Greer serve as the Debtor's bankruptcy counsel. Judge Ronald B. King presides over the case. The Debtor previously filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31148) on Feb. 27, 2017. J CREW GROUP: Posts $33.9 Million Net Loss in First Quarter ----------------------------------------------------------- J.Crew Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $33.92 million on $540.45 million of total revenues for the 13 weeks ended May 5, 2018, compared to a net loss of $120.99 million on $525.76 million of total revenues for the 13 weeks ended April 29, 2017. As of May 5, 2018, J.Crew Group had $1.16 billion in total assets, $2.35 billion in total liabilities and a total stockholders' deficit of $1.18 billion. Adjusted EBITDA increased 28%, or $8.0 million, to $36.9 million from $28.9 million in the first quarter last year. Cash and cash equivalents were $36.0 million compared to $104.6 million at the end of the first quarter last year. The cash balance at the end of the first quarter this year reflects the payment of transaction costs of $35.2 million and debt repayments pursuant to the refinancing of $27.0 million. Total debt, net of discount and deferred financing costs, was $1,711 million compared to $1,503 million at the end of the first quarter last year. On July 13, 2017, the Company completed a debt exchange and refinancing. Additionally, there were $42 million of outstanding borrowings under the ABL Facility, with excess availability of $219 million, at the end of the first quarter this year. As of May 30, 2018, there were outstanding borrowings of approximately $27 million under the ABL Facility, with excess availability of approximately $217 million. Cash used in operating activities of $101.0 million in the first quarter of fiscal 2018 resulted from: (i) a net loss of $33.9 million and (ii) changes in operating assets and liabilities of $99.5 million primarily due to an increase in merchandise inventories as a result of an anticipated increase in revenues, partially offset by (iii) non-cash adjustments of $32.4 million. Cash used in operating activities of $11.3 million in the first quarter of fiscal 2017 resulted from: (i) net loss of $121.0 million and (ii) changes in operating assets and liabilities of $1.5 million primarily due to seasonal working capital fluctuations, partially offset by (iii) non-cash adjustments of $111.2 million. "2018 represents a pivotal year for the Company and we are encouraged by our strong start, delivering a 28% increase in adjusted EBITDA for the first quarter. J.Crew brand sales continue to sequentially improve toward positive comp, and Madewell had a record quarter with a 31% comp increase," said Jim Brett, chief executive officer. "Most significantly, for the first time since 2014, the Company achieved comparable sales growth. As our strategy continues to unfold, we will deliver an expanded and enhanced product range along with the launch of a data-driven personalization engine and point-based loyalty program, culminating in the J.Crew brand relaunch in September, just in time for the most important fall and holiday seasons." Debt Exchange and Refinancing On July 13, 2017, the Company completed the following interrelated liability management transactions: * Private Exchange Offer. An exchange offer in which $565.7 million principal outstanding of 7.75%/8.50% Senior PIK Toggle Notes due 2019 issued by the Company's parent were exchanged for (i) $249.6 million of 13% Senior Secured Notes due 2021 and (ii) shares of preferred and common stock of the Company's parent. * Term Loan Amendment. An amendment of the Company's term loan credit facility to, among other things, facilitate the following related transactions: -- the repayment of $150.5 million principal amount then outstanding under the Term Loan Facility; -- the transfer of the remaining undivided ownership interest in the U.S. intellectual property rights of the J.Crew brand to a subsidiary of the Company which, together with the undivided ownership interest transferred in December 2016, represent 100% of the U.S. intellectual property rights of the J.Crew brand, and the execution of related license agreements; - the issuance of $97.0 million principal amount of an additional series of 13% Senior Secured Notes due 2021, subject to the same terms and conditions as the Exchange Notes, for cash at a 3% discount, the proceeds of which were loaned to the Company and were applied, in part, to finance the repayment of the $150.5 million principal amount of term loans referenced above; and - the raising of additional borrowings under the Term Loan Facility of $30.0 million, for cash at a 2% discount, provided by the Company's sponsors, the net proceeds of which were also applied, in part, to finance the repayment of the $150.5 million principal amount of term loans referenced above. A full-text copy of the Form 10-Q is available for free at: https://is.gd/7iZLuc About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of May 30, 2018, the Company operates 228 J.Crew retail stores, 121 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and 175 factory stores (including 42 J.Crew Mercantile stores). J.Crew Group incurred a net loss of $124.95 million on $2.27 billion of net sales for the year ended Feb. 3, 2018, compared to a net loss of $23.51 million on $2.35 billion of net sales for the year ended Jan. 28, 2017. JBS USA: S&P Affirms 'B+' Rating on Sr. Unsec. Notes Due 2028 ------------------------------------------------------------- S&P Global Ratings revised its recovery rating on JBS USA Lux S.A. and JBS USA Finance Inc.'s senior unsecured notes due 2028 to '3' from '4'. S&P's 'B+' issue-level rating on the notes are unchanged. S&P said, "When we originally assigned the ratings to these notes in February 2018, the initial terms and conditions of the issuance indicated that it was not guaranteed by JBS USA's parent company, JBS S.A. (JBS; global scale: B+/Positive/-- national scale: brA/Positive/--). Given that we recently received confirmation that JBS is providing a guarantee to the notes, we now equalize recovery expectations for these notes with all of JBS USA's other senior unsecured notes that already have guarantee from the parent. We expect a rounded recovery of 65% for these notes because creditors would have a claim against JBS as well, higher than 30% that we previously expected. "Additionally, because we now include JBS's guarantee to the 2028 notes, our recovery expectations for all of JBS S.A.'s senior unsecured debt dropped to 40% from previous 45%. This doesn't result in a change to our '4' recovery ratings and 'B+' issue-level ratings on JBS S.A." Recovery Analysis Key analytical factors -- S&P's hypothetical default scenario would occur in 2022 amid a combination of high grain prices, shortages of livestock, high cattle prices, a weak demand scenario for meat both domestically and globally, and a tighter access to credit markets. -- S&P's approach is to perform separate valuations and default scenarios for JBS and JBS USA, due to the different jurisdictions the companies are subject to. -- S&P has valued both companies using a 6x multiple applied to its projected emergence-level EBITDA. This multiple is higher than the industry average of 5x, because it believes that JBS has a relative strength due to its geographic reach and protein diversification. -- JBS USA's senior unsecured creditors benefit from a higher recovery than senior unsecured creditors of JBS, given that they would have a claim against the latter company (guarantor of the debts) as well. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: R$3 billion for JBS and $1.37 billion for JBS USA -- Implied enterprise value multiple: 6.0x -- Estimated gross enterprise value at emergence: R$18 billion for JBS and $8.2 billion for JBS USA Simplified waterfall JBS USA -- Net enterprise value after 5% administrative costs: $7.8 billion -- Collateral value available from restricted subsidiaries: $5.2 billion -- Senior secured debt: $4.0 billion (including all of the company's term loans) -- Senior unsecured debt: $3.8 billion -- Recovery expectations for secured debt: 95% -- Recovery expectations for unsecured debt guaranteed by JBS S.A.: 65% JBS -- Net enterprise value after 5% administrative costs: R$17 billion -- Priority debt: R$3 billion (ACC lines) -- Senior secured debt: R$50 million (FINAME and FINEP lines). -- Senior unsecured debt: R$31 billion (including the deficiency claims from JBS USA's debt which JBS guarantees) -- Recovery expectation for unsecured debt: 40% RATINGS LIST JBS USA Lux S.A JBS USA Finance Inc. Senior unsecured B+ Recovery Rating Revised To From JBS USA Lux S.A JBS USA Finance Inc. Recovery rating 3(65%) 4(30%) JHL INDUSTRIAL: Amends Plan to Add Old Republic's Secured Claim --------------------------------------------------------------- JHL Industrial Services, LLC d/b/a Platt Rogers Construction filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement describing its first amended plan of reorganization dated May 18, 2018. The latest plan adds the secured claim of Old Republic Surety Company in Class 2. Old Republic Surety Company asserts a Secured Claim against all the Debtor's pre-petition personal property including certain pre-petition accounts receivable. Such Secured Claim is junior to the Secured Claim of the State of Colorado and Wells Fargo Bank, N.A. However, Old Republic claims that it holds rights of equitable subrogation to receivables on bonded construction contracts on which Old Republic Surety Company has paid bond claims, which rights are superior to the claims of all other parties in this bankruptcy case as to those receivables under the United States Supreme Court authority of Pearlman v. Reliance Insurance Company. The value of any uncollected prepetition receivables is uncertain and the Debtor estimates that the Claim of Old Republic Surety Company is undersecured. Accordingly, no additional interest or attorney's fees have accrued in connection with the Clas 2 Claim after the Petition Date. To the extent the Debtor collects any prepetition receivables on bonded construction contracts for which Old Republic has paid bond claims, such funds will be used to first satisfy the remaining Claim of Old Republic Surety Company. Any other prepetition receivables collected will be used first to satisfy the remaining Claims of the State of Colorado and then Wells Fargo Bank, N.A. The Debtor also disputes the amount of the Class 2 Claim and the Class 2 Claim is a Contested Claim. To the extent it is Allowed, the remaining amount of Old Republic Surety Company's Claim (the amount that remains unpaid after collection and distribution of prepetition accounts receivable) is Unsecured and will be treated as a general Unsecured Claim under Class 7. Other than prepetition accounts receivable, the Debtor will take title to its property free and clear of the Class 2 Claim upon confirmation of the Plan. In the event Old Republic Surety Company disputes the value of its collateral, its status as an undersecured/Unsecured creditor, or the provisions of the Plan that apply to its Claim, the matter will be submitted to the Bankruptcy Court for a determination as a contested matter. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob17-14141-199.pdf A full-text copy of the First Amended Plan is available at: http://bankrupt.com/misc/cob17-14141-198.pdf About JHL Industrial Services JHL Industrial Services, LLC, which conducts business under the name Platt Rogers Company -- http://www.plattrogers.com/-- provides niche services including custom fuel system installation, civil construction, integrated agricultural feed and water solutions, piping process, new construction and renovation of facilities and plant, demolition, environmental construction, fuel distribution, fuel management and energy economizing and alternative energies distribution system installation. JHL Industrial Services, based in Lakewood, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5, 2017. In its petition, the Debtor estimated $505,500 in total assets and $1.02 million in total liabilities. The petition was signed by Jason Grubb, managing member. The Hon. Joseph G. Rosania Jr. presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as bankruptcy counsel to the Debtor. JLF 114 LIBERTY: Sale of New York Apartment to Fund Joint Plan -------------------------------------------------------------- JFL 114 Liberty LLC, together with CREIF Lender LLC, submits a disclosure statement in connection with their joint accompanying plan of reorganization dated May 18, 2018. The Plan is submitted to provide a mechanism for the distribution of the proceeds of the sale of the Debtor's rights, title and interest in the Debtor's condominium apartment located 114 Liberty Street, Unit No. 8, New York, NY following an auction. The Auction was previously conducted on April 18, 2018, at which time the bid of Richard B. Pacella (the "Purchaser") in the amount of $6.2 million, plus the payment of a 4% Buyer's Premium from the Purchaser, was the highest and best offer received for the Apartment. The Purchaser and the Proponents thereafter executed a Real Estate Asset Purchase Agreement to memorialize the terms of the Sale. The Plan provides for the distribution of the proceeds of the sale in accordance with bankruptcy priorities. The Proponents project that all of the Sale Proceeds be used to pay secured and administrative expense claims, with no funds remaining for unsecured creditors. CREIF has a first priority mortgage lien in the Sale Proceeds in the aggregate amount of $6,814,954.46 as of Feb. 1, 2018, including all principal, accrued interest, accrued default interest, advances, and other fees and expenses. CREIF has agreed to reduce its Allowed Secured Claim to $6.1 million plus legal fees in an amount to be determined, but estimated to be $75,000. From this amount, CREIF has agreed to carve out the sum of $100,000 to pay administrative expenses, including professional fees and statutory quarterly fees owed to the U.S. Trustee. The remainder of the Carve-Out, if any, will be used to fund a pro rata payment to pre-petition unsecured creditors, although it is not expected that there will be any funds remaining from the Carve Out after payment of administrative expenses. The monies to fund the Plan will derive from the Sale of the Apartment, including the Carve-Out and the Surplus to be deposited into the Confirmation Fund at the Closing. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb18-10608-20.pdf About JLF 114 Liberty JLF 114 Liberty LLC listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). JLF 114 Liberty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10608) on March 2, 2018. In the petition signed by James A. Fernandez, managing member, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Paul A. Rachmuth, Esq., is the Debtor's counsel. LA CASA DE PEDRO: Hires Parker & Associates as Counsel ------------------------------------------------------ La Casa de Pedro, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Parker & Associates, as counsel to the Debtor. La Casa de Pedro requires Parker & Associates to: a. advise the Debtor with respect to the rights, powers and duties as debtor-in-possession in the continued operation of the business and management of the assets; b. advise the Debtor with respect to any plan of reorganization and any other matters relevant to the formulation and negotiation of a plan or plans of reorganization in the bankruptcy case; c. represent the Debtor at all hearings and matters pertaining to the affairs as the Debtor and debtor-in-possession; d. prepare, on behalf of the Debtor, all necessary and appropriate applications, motions, answers, orders, reports, and other pleadings and other documents, and review all financial and other reports filed in the Chapter 11 cases; e. advise the Debtor with respect to, and assist in the negotiation and documentation of financing agreements, debt and cash collateral orders and related transactions; f. review and analyze the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; g. advise the Debtor regarding the ability to initiate actions to collect and recover property for the benefit of the estate; h. advise and assist the Debtor in connection with the potential disposition of any property; i. advise the Debtor concerning executor contract and unexpired lease assumptions, lease assignments, rejections, restructuring and recharacterization of contracts and leases; j. review and analyze the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; k. commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization other than with respect to matters to which the Debtor retain special counsel or other professionals; and l. perform all other legal services and provide all other necessary legal advice to the Debtor as debtors-in- possession which may be necessary in the Debtor's bankruptcy proceeding. Parker & Associates will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Nina M. Parker, partner of Parker & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Parker & Associates can be reached at: Nina M. Parker, Esq. Marques C. Lipton, Esq. PARKER & ASSOCIATES 10 Converse Place, Suite 201 Winchester, MA 01890 Tel: (781) 729-0005 E-mail: nparker@ninaparker.com mlipton@ninaparker.com About La Casa de Pedro La Casa de Pedro, Inc. -- http://lacasadepedro.com/-- 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. La Casa de Pedro, Inc., based in Watertown, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 18-11916) on May 23, 2018. In the petition signed by Pedro Alarcon, president, treasurer, secretary and sole director, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Joan N. Feeney presides over the case. Nina M. Parker, Esq., at Parker & Associates, serves as bankruptcy counsel. LADDCO LLC: Unsecured Creditors to Get $29K Over Five Years ----------------------------------------------------------- LADDCO, LLC, filed with the U.S. Bankruptcy Court for the District of Minnesota a disclosure statement describing its plan of reorganization dated May 18, 2018. The Debtor has two business lines: (a) the operation of an apartment building in Eden Valley, Minnesota, located at 300 Douglas Avenue, Eden Valley MN 55329 and (b) the sale of 9 platted development lots in Stearns County, near Eden Valley. The Debtor also has title to Outlot A, Jack's Addition in Meeker County, Minnesota, which is of inconsequential value and which Outlot is adjacent to a drainage pond. Class 4 under the plan consists of the unsecured claims. The claims of this class amount to $25,918.35. The Debtor will pay this class 4 as follows: $2,500 on the first anniversary of the Effective Date of the plan $3,500 on the second anniversary of the Effective Date of the plan $5,500 on the third anniversary of the Effective Date of the plan $7,000 on the fourth anniversary of the Effective Date of the plan $7,418.35 on the fifth anniversary of the Effective Date of the plan All distributions to holders of allowed Class 4 Claims will be made on a pro-rated basis such that the distribution to any holder will be proportionate to the ratio of the holders' claim bears to the aggregate amount of allowed Class 4 Claims. On the Effective Date, the Debtor will be re-vested with title to all property of the bankruptcy estate. The Debtor will continue to conduct its business in the ordinary course. All monthly distributions and payments made under the Plan will be funded from the Debtor's business operating revenue. The aggregate amount of annual distributions under the Plan is approximately $60,120 to Granite Community Bank, plus amounts as stated in the plan to the Class 4 claims annually. The operating expenses of the Debtor are approximately $41,402.50 annually. The operating expenses of the Debtor will decline about $500 per year for each of the development lots which are sold. The Debtor expects rents to increase by about three percent per year. The difference between the estimated amount of funds available and the amount of required distributions may be held by the Debtor as an operating reserve. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-43456-43.pdf About LADDCO LLC LADDCO LLC, based in Eden Valley, Minnesota, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-43456) on November 15, 2017. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Douglas A. Ruhland, chief operating officer. The Hon. William J Fisher presides over the case. Sam Calvert, Attorney At Law, serves as bankruptcy counsel to the Debtor. The Debtor hired Daniel Schleper as its accountant. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. LIBERTY INDUSTRIES: Committee Hires Windels Marx as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Liberty Industries, L.C., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to retain Windels Marx Lane & Mitendorf, LLP, as counsel to the Committee. The Committee requires Windels Marx to: a. provide legal advice as necessary with respect to the Committee's rights, powers and duties as an official committee appointed under the Bankruptcy Code; b. assist the Committee in its consultations with the Debtors relative to the administration of the bankruptcy cases; c. assist the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, potential claims, and any other matters relevant to the bankruptcy cases; d. participate in the formulation of a Chapter 11 plan, and provide legal advice as necessary with respect to any disclosure statement and plan filed in the bankruptcy cases and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a plan; e. assist the Committee in connection with the sale of estate assets; f. prepare, on behalf of the Committee, pleadings in support of positions taken by the Committee, as well as prepare witnesses and review documents in this regard; g. represent the Committee before the Bankruptcy Court and advise the Committee regarding any pending litigation, hearings, motions, and decisions of the Bankruptcy Court; h. review, analyze and advise the Committee concerning all applications, motions, orders, statements of operations and schedules filed with the Bankruptcy Court by the Debtors or third parties; and i. perform such other legal services as may be required and that are in the best interests of the Committee and creditors. Windels Marx will be paid at these hourly rates: Partners $450 to $995 Counsels $440 to $775 Associates $320 to $585 Paralegals $210 to $435 Windels Marx will also be reimbursed for reasonable out-of-pocket expenses incurred. James M. Sullivan, a partner at Windels Marx Lane, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Windels Marx can be reached at: James M. Sullivan, Esq. WINDELS MARX LANE & MITENDORF, LLP 156 West 56th Street New York, NY 10019 Tel: (212) 237-1000 About Liberty Industries Liberty Industries, L.C., d/b/a Tower Innovations -- http://www.towerinnovations.net/-- is a manufacturer of communication towers, specializing in broadcast and wireless structures. Tower Innovations is a privately held company and a unit of Liberty Industries. It was founded in Newburgh, Indiana in 2006 after acquiring Kline Towers, established in 1953, and Central Tower, established in 1984. Tower Innovations is a multi-functional provider of communication systems and has thousands of quality structures in service around the world. These include towers for DTV/NTSC, AM and FM broadcasting, two-way, WiFi, cellular and PCS communications. The Company offers complete innovative engineering solutions, design and fabrication services. Liberty Properties operates a commercial manufacturing facility in Newburgh, Indiana. On Sept. 12, 2012, Liberty Industries sought bankruptcy protection (Bankr. S.D. Fla. Case No. 12-32843), and on Sept. 25, 2018, Liberty Properties filed a Chapter 11 petition (Case No. 12-32882). On Sept. 7, 2016, Liberty Properties sought Chapter 11 protection (Case No. 16-22333), and on Sept. 9, 2016, Liberty Industries sought bankruptcy protection (Case No. 16-22332). Liberty Industries, L.C., and Liberty Properties At Newburgh, L.C., sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 18-14231 and 18-14232), on April 11, 2018. In the petitions signed by William Gates, manager, Liberty Industries disclosed total assets and liabilities at $4,480,000 each, and Liberty Prop At Newburgh had $3,710,000 in total assets and $3,330,000 in total liabilities. The case is assigned to Judge Erik P. Kimball. Robert C. Furr, Esq., at Furr & Cohen, is the Debtors' counsel. Daniel M. McDermott, U.S. Trustee for Region 21, on May 1, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Liberty Industries. The Committee retained Windels Marx Lane & Mitendorf, LLP as counsel; and Shraiberg Landau & Page, P.A., as local counsel. LIBERTY INDUSTRIES: Panel Hires Shraiberg Landau as Local Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Liberty Industries, L.C., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to retain Shraiberg Landau & Page, P.A., as local counsel to the Committee. The Committee requires Shraiberg Landau to: a. provide legal advice as necessary with respect to the Committee's rights, powers and duties as an official committee appointed under the Bankruptcy Code; b. assist the Committee in its consultations with the Debtors relative to the administration of the bankruptcy cases; c. assist the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, potential claims, and any other matters relevant to the bankruptcy cases; d. participate in the formulation of a Chapter 11 plan, and provide legal advice as necessary with respect to any disclosure statement and plan filed in the bankruptcy cases and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a plan; e. assist the Committee in connection with the sale of estate assets; f. prepare, on behalf of the Committee, pleadings in support of positions taken by the Committee, as well as prepare witnesses and review documents in this regard; g. represent the Committee before the Bankruptcy Court and advise the Committee regarding any pending litigation, hearings, motions, and decisions of the Bankruptcy Court; h. review, analyze and advise the Committee concerning all applications, motions, orders, statements of operations and schedules filed with the Bankruptcy Court by the Debtors or third parties; and i. perform such other legal services as may be required and that are in the best interests of the Committee and creditors. Shraiberg Landau will be paid at these hourly rates: Attorneys $250 to $525 Legal Assistants $175 Shraiberg Landau will also be reimbursed for reasonable out-of-pocket expenses incurred. Philip J. Landau, a partner at Shraiberg Landau & Page, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Shraiberg Landau can be reached at: Philip J. Landau, Esq. SHRAIBERG LANDAU & PAGE, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 E-mail: plandau@slp.law About Liberty Industries Liberty Industries, L.C., d/b/a Tower Innovations -- http://www.towerinnovations.net/-- is a manufacturer of communication towers, specializing in broadcast and wireless structures. Tower Innovations is a privately held company and a unit of Liberty Industries. It was founded in Newburgh, Indiana in 2006 after acquiring Kline Towers, established in 1953, and Central Tower, established in 1984. Tower Innovations is a multi-functional provider of communication systems and has thousands of quality structures in service around the world. These include towers for DTV/NTSC, AM and FM broadcasting, two-way, WiFi, cellular and PCS communications. The Company offers complete innovative engineering solutions, design and fabrication services. Liberty Properties operates a commercial manufacturing facility in Newburgh, Indiana. On Sept. 12, 2012, Liberty Industries sought bankruptcy protection (Bankr. S.D. Fla. Case No. 12-32843), and on Sept. 25, 2018, Liberty Properties filed a Chapter 11 petition (Case No. 12-32882). On Sept. 7, 2016, Liberty Properties sought Chapter 11 protection (Case No. 16-22333), and on Sept. 9, 2016, Liberty Industries sought bankruptcy protection (Case No. 16-22332). Liberty Industries, L.C., and Liberty Properties At Newburgh, L.C., sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 18-14231 and 18-14232), on April 11, 2018. In the petitions signed by William Gates, manager, Liberty Industries disclosed total assets and liabilities at $4,480,000 each, and Liberty Prop At Newburgh had $3,710,000 in total assets and $3,330,000 in total liabilities. The case is assigned to Judge Erik P. Kimball. Robert C. Furr, Esq., at Furr & Cohen, is the Debtors' counsel. Daniel M. McDermott, U.S. Trustee for Region 21, on May 1, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Liberty Industries. The Committee retained Windels Marx Lane & Mitendorf, LLP as counsel; and Shraiberg Landau & Page, P.A., as local counsel. LIGHTHOUSE MIAMI: Chapter 727 Claims Bar Date Set for Sept. 17 -------------------------------------------------------------- Lighthouse Miami, Inc., filed on May 18, 2018, a petition commencing an Assignment for the Benefit of Creditors proceeding, pursuant to Chapter 727 of the Florida Statutes, to Kenneth A. Welt as Assignee. Pursuant to Florida Statutes, Section 727.105, no proceeding may be commenced against the Assignee except as provided in Chapter 727 and except in the case of a secured creditor enforcing its rights and collateral under Chapter 679, there shall be no levy, execution, attachment, or the like in the respect of any judgment against assets of the estate, other than real property, in the possession, custody, or control of the Assignee. To receive any dividend in this proceeding, interested parties must file the enclosed proof of claim with the Assignee on or before September 17, 2018. The case is, In re: ASSIGNMENT FOR THE BENEFIT OF CREDITORS OF: LIGHTHOUSE MIAMI, INC., Assignor, TO: KENNETH A. WELT, Assignee, Case No. 2018-016719 CA 21, pending before the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. Lighthouse Miami has its principal place of business at 5120 Biscayne Blvd., Miami, Florida 33137. The Assignee may be reached at: Kenneth A. Welt Trustee Services, Inc. 8201 Peters Road, Suite 1000 Plantation, FL, 33324 Proposed Attorneys for the Assignee: Morgan B. Edelboim, Esq. Brett D. Lieberman, Esq. EDELBOIM LIEBERMAN REVAH OSHINSKY PLLC 20200 W. Dixie Hwy., Suite 1203 Miami, FL 33180 Tel: 305-768-9909 Fax: 305-928-1114 Email: morgan@elrolaw.com Email: brett@elrolaw.com MERCO GROUP: Chapter 727 Claims Bar Date Set for Sept. 15 --------------------------------------------------------- Merco Group of the Palm Beaches, Inc. a Florida Corporation, filed on May 18, 2018, a petition commencing an assignment for the benefit of creditors pursuant to chapter 727, Florida Statutes, to Flix M. Cceres II Esq., of Flix M. Cceres II P.A., as Assignee. To receive any dividend in this proceeding, interested parties must file a proof of claim with the assignee or the assignee's attorney on or before September 15, 2018. The case is, IN RE: ASSIGNMENT FOR THE BENEFIT OF CREDITORS OF: MERCO GROUP OF THE PALM BEACHES. INC. a Florida Corporation, Assignor, To: Flix M. Cceres II Esq., Assignee, CASE NO: 2018-016626-CA-01, pending in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. Merco Group of the Palm Beaches, Inc., has its principal place of business at 5101 Collins Avenue, Management Office, Miami Beach, FL 33140. The Assignee may be reached at: Flix M. Cceres II Esq. FLIX M. CCERES II P.A. 1035 SW 87th Ave., Miami, FL 33174-3208 305-975-8501 (Cell) 800-305-2026 (Fax) Email felix@cacereslaw.com MESOBLAST LIMITED: Partners with Cartherics on CAR-T Therapies -------------------------------------------------------------- Mesoblast Limited has entered into a partnership with Cartherics Pty Ltd to develop allogeneic "off-the-shelf" CAR-T cells armed with multiple targeting receptors for use in solid cancers. Off the shelf CAR-T therapies have the potential to reduce costs dramatically and open up this very effective treatment to millions of cancer patients across the world. The initial targets are relapsed ovarian and gastric cancers. Mesoblast and Cartherics will jointly own the intellectual property produced using their combined technologies. The program will be funded by A$12.6 million ($US9.6 million) in direct and in-kind contributions from collaborators in the Australian Government's Cooperative Research Centres Program (CRC-P), including Cartherics, Monash University, Hudson Institute of Medical Research and Cell Therapies Pty Ltd. Mesoblast will make an in-kind contribution of its allogeneic cell platform technology as well as providing scientific expertise. Mesoblast is a global leader in allogeneic cellular medicines with three Phase 3 trials in advanced heart failure, chronic lower back pain and acute graft versus host disease. "We're very excited to now be in a position to produce unique, timely and cost-effective off-the-shelf therapies that may remove many barriers to treatment for cancer," said Professor Alan Trounson, CEO of Cartherics, Hudson Institute Distinguished Scientist, stem cell biologist, IVF pioneer and former president of the California Institute for Regenerative Medicine. While clinical results using CAR-T cells have yielded unprecedented complete clearance response rates in certain blood cancer patients, the process poses daunting challenges. CAR-T cells are derived from individual patient's T-cells, a complex, time-consuming, and patient-specific process whose manufacturing alone can cost upwards of USD$400,000. Experts have estimated the total all-in cost of a multi-dose CAR-T therapy at as much as USD$1.5 million per patient. Combining technology platforms from Mesoblast and Cartherics aims to facilitate large scale production of allogeneic CAR-T cells from induced pluripotent stem cells (iPSCs)2. Clinical-grade manufacturing and banking methods will be used to convert gene-edited iPSCs to potentially limitless numbers of killer T cells, eliminating costly resources required to produce autologous (patient’s own) CAR-T cells. This could provide large numbers of cancer patients with access to cost-effective 'off-the-shelf' CAR-T therapies. Mesoblast Chief Executive Dr Silviu Itescu stated, "With our combined technology platforms and expertise, we are ideally placed to greatly increase accessibility to this very promising new field of cancer therapeutics through the development of highly-scalable, allogeneic cellular immunotherapies." About Cartherics Cartherics Pty Ltd. -- http://www.cartherics.com.au/-- is developing next generation immunotherapies for adenocarcinomas, with an initial primary focus on ovarian, gastric cancers and cutaneous T cell lymphomas. The products in development include potential chimeric antigen receptor (CAR-T) enhanced killer T cells for autologous and allogeneic ('off-the-shelf') cancer therapies. About Mesoblast Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular conditions, orthopedic disorders, immunologic and inflammatory disorders and oncologic/hematologic conditions. The Company is headquartered in Melbourne, Australia. Mesoblast Limited reported a net loss before income tax of US$90.21 million for the year ended June 30, 2017, a net loss before income tax of US$90.82 million for the year ended June 30, 2016, and a net loss before income tax of US$96.24 million for the year ended June 30, 2015. As of Dec. 31, 2017, Mesoblast had US$664.8 million in total assets, US$89.20 million in total liabilities and US$575.60 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MESOBLAST LIMITED: Reports $21.1M Net Loss for Q3 Ended March 31 ---------------------------------------------------------------- Mesoblast Limited announced financial results for the nine months ended March 31, 2018 and provided operational highlights for the third quarter ended March 31, 2018. Key financial results for the nine months ended March 31, 2018 * At March 31, 2018, the Company had cash reserves of US$59.5 million. * Revenues increased to US$15.6 million, compared with US$1.8 million in the corresponding period of FY2017, an increase of US$13.8 million. * This increase reflects revenues received from our two licensees, JCR Pharmaceuticals Co Ltd marketing TEMCELL Hs. Inj. for treatment of acute Graft Versus Host Disease (aGVHD) in Japan, and TiGenix NV/Takeda (Alofisel), which has central marketing authorization (MA) approval in Europe for the treatment of perianal fistulae. * Net cash outflows from operating activities in the nine months of FY2018 were reduced by US$17.2 million (24%) compared with the nine months of FY2017. * The loss after tax in the nine months of FY2018 was significantly reduced by US$35.2 million (71%), from US$49.6 million in the nine months of FY2017 to US$14.5 million. * During the quarter, Mesoblast established a non-dilutive, four year credit facility with Hercules Capital for up to US$75 million, with US$35.0 million drawn at closing. Revenues were US$1.1 million in the third quarter of FY2018 compared with US$0.9 million in the third quarter of FY2017, an increase of US$0.2 million (19%). There was an increase of US$11.4 million (116%) in the loss after income tax for the third quarter of FY2018, compared with the third quarter of FY2017. The main items which impacted the loss after income tax movement were: * Revenues were US$1.1 million for the third quarter of FY2018, compared with US$0.9 million for the third quarter of FY2017, an increase of US$0.2 million. This increase of US$0.2 million in the third quarter of FY2018 was due to an increase of US$0.7 million from royalties on sales of TEMCELL by the Company's licensee in Japan, JCR, offset by a decrease of US$0.5 million in milestone revenue for TEMCELL, licensed with JCR. * Research and Development expenses were US$16.8 million for the third quarter of FY2018, compared with US$13.9 million for the third quarter of FY2017, an increase of US$2.9 million (21%) as the Company invested in Tier 1 clinical programs. * Manufacturing expenses were US$1.7 million for the third quarter of FY2018, compared with US$3.8 million for the third quarter of FY2017, a decrease of US$2.1 million (55%) following completion, in the prior year, of clinical product necessary for Phase 3 trials. * Management and Administration expenses were US$6.0 million for the third quarter of FY2018, compared with US$5.5 million for the third quarter of FY2017, an increase of US$0.5 million (9%) primarily due to increased corporate activities. * Finance Costs of US$0.4 million in interest expenses were recognized in the third quarter of FY2018 in relation to the Company's loan and security agreement entered into with Hercules in March 2018. No interest expense was recognized in the third quarter of FY2017. The overall increase in loss after income tax also includes movements in other items which did not impact current cash reserves, such as: fair value remeasurement of contingent consideration, and foreign exchange movements within other operating income and expenses. A non-cash income tax benefit of US$3.4 million was recognized in the third quarter of FY2018 in relation to the net change in deferred tax assets and liabilities recognized on the balance sheet during the period, compared to US$3.1 million in the third quarter of FY2017. The net loss attributable to ordinary shareholders was US$21.1 million, or 4.47 cents loss per share, for the third quarter of FY2018, compared with US$9.8 million, or 2.43 cents loss per share, for the third quarter of FY2017. At March 31, 2018, the Company had cash reserves of US$59.5 million. In March 2018, Mesoblast established a non-dilutive, four-year credit facility with Hercules Capital for up to US$75 million with US$35.0 million drawn at closing. An additional US$15.0 million may be drawn on or before Q4 CY2018, and a further US$25.0 million may be drawn on or before Q3 CY2019, in each case as certain milestones are met. Mesoblast retains an equity facility for up to A$120 million/US$90 million, to be used at its discretion over the next 15 months to provide additional funds as required. Results for the Nine Months Ended March 31, 2018 Revenues were US$15.6 million in the nine months of FY2018 compared with US$1.8 million in the nine months of FY2017, an increase of US$13.8 million. There was a decrease of US$35.2 million (71%) in the loss after income tax for the nine months of FY2018, compared with the nine months of FY2017. The main items which impacted the loss after income tax movement were: * Revenues were US$15.6 million for the nine months of FY2018, compared with US$1.8 million for the nine months of FY2017, an increase of US$13.8 million. This increase of US$13.8 million in the nine months of FY2018 was due to a 162% increase in commercialization revenue (US$1.6 million) from royalty income on sales of TEMCELL Hs. Inj., an upfront payment of US$5.9 million (EUR5.0 million) received upon execution of its patent license agreement with TiGenix in December 2017, a future payment from TiGenix of US$5.9 million (EUR5.0 million), due by December 2018, was recognized, and an increase of US$0.5 million in sales milestones recognized on sales of TEMCELL Hs. Inj. * Research and Development expenses were US$48.4 million for the nine months of FY2018, compared with US$43.0 million for the nine months of FY2017, an increase of US$5.4 million (13%) as the Company invested in Tier 1 clinical programs. * Manufacturing expenses were US$3.4 million for the nine months of FY2018, compared with US$10.9 million for the nine months of FY2017, a decrease of US$7.5 million (69%) due to a reduction in manufacturing activity because sufficient quantities of clinical grade product were previously manufactured for all ongoing clinical trials. * Management and Administration expenses were US$16.7 million for the nine months of FY2018, compared with US$15.9 million for the nine months of FY2017, an increase of US$0.8 million (5%) primarily due to increased legal activities and labor costs for non-cash share based payments partially offset by a decrease in corporate overhead expenses such as rent, IT costs and depreciation. * Finance Costs of US$0.4 million in interest expenses were recognized in the nine months of FY2018 in relation to the Company's loan and security agreement entered into with Hercules in March 2018. No interest expense was recognized in the nine months of FY2017. The overall decrease in loss after income tax also includes movements in other items which did not impact current cash reserves, such as: fair value remeasurement of contingent consideration, and foreign exchange movements within other operating income and expenses. A non-cash income tax benefit of US$29.7 million was recognized in the nine months of FY2018 in relation to the net change in deferred tax assets and liabilities recognized on the balance sheet during the period, primarily due to a revaluation of our deferred tax assets and liabilities recognized as a result of changes in tax rates. On Dec. 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the Tax Act), which changed many aspects of United States corporate income taxation, including a reduction in the corporate income tax rate from 35% to 21%. A non-cash income tax benefit of US$9.3 million was recognized in the nine months of FY2017 in relation to the net change in deferred tax assets and liabilities recognized on the balance sheet during the period. The net loss attributable to ordinary shareholders was US$14.5 million, or 3.12 cents loss per share, for the nine months of FY2018, compared with US$49.6 million, or 12.75 cents loss per share, for the nine months of FY2017. A full-text copy of the press release is available for free at: https://is.gd/07pjlb About Mesoblast Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular conditions, orthopedic disorders, immunologic and inflammatory disorders and oncologic/hematologic conditions. The Company is headquartered in Melbourne, Australia. Mesoblast Limited reported a net loss before income tax of US$90.21 million for the year ended June 30, 2017, a net loss before income tax of US$90.82 million for the year ended June 30, 2016, and a net loss before income tax of US$96.24 million for the year ended June 30, 2015. As of March 31, 2018, Mesoblast had US$677.85 million in total assets, US$121.72 million in total liabilities and US$556.13 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MGM RESORTS: Fitch Affirms 'BB' LongTerm Issuer Default Rating -------------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Ratings (IDRs) of MGM Resorts International (MGM), MGM China Holdings, Ltd and MGM Grand Paradise, S.A. (the two Asian subsidiaries collectively, MGM China) at 'BB'. Fitch has also affirmed MGM's senior secured credit facility's rating at 'BBB-/RR1', MGM's senior unsecured notes' rating at 'BB/RR3', and MGM China's senior secured credit facility's rating at 'BBB-/RR1'. The Rating Outlook is Stable for all entities. Fitch links MGM China's IDR to MGM's. Fitch analyzes MGM on a consolidated basis after adjusting for distributions to minority interests and distributions from unconsolidated entities. KEY RATING DRIVERS Credit Profile Improving: Fitch Ratings' forecasts MGM Resorts International to de-lever below 5.0x on a gross basis by year-end 2019. De-levering will come primarily from EBITDA growth, as MGM Cotai ramps up, MGM Springfield opens, and Empire City casino is acquired (early 2019). MGM desires to achieve net leverage of 3x-4x by year-end 2018 (Fitch's calculation of net leverage is roughly 0.7x higher). MGM's FCF profile is also improving, set to reach $1.3 billion-$1.4 billion annually by 2019. Upward credit momentum may be slowed by a new large-scale, heavily debt-funded project or a pullback in U.S. economic growth. Favorable Asset Mix: Since 2016, MGM has improved its overall geographic diversification and expanded its "M Life Rewards" program. This has been achieved through acquisitions, like Atlantic City's Borgata (2016) and New York's Empire City Casino (est. 2019 closing), and new developments. Fitch has a positive view on MGM's developments, which include MGM National Harbor (opened December 2016), MGM Cotai (opened February 2018) and MGM Springfield (est. September 2018). Fitch generally expects good return on investment for these developments. MGM Growth Properties: MGP is roughly 75% owned (pro forma for Empire City acquisition) and effectively controlled by MGM. Therefore, Fitch analyzes MGM and MGP largely on a consolidated basis. Due to the bulk of the assets being at MGP and certain separation provisions in place at MGP, Fitch believes MGP is a slightly stronger credit, relative to MGM. As the MGM corporate complex migrates up the rating spectrum, Fitch will view MGP more on par with MGM. Positive on Las Vegas: Fitch is positive on the Las Vegas Strip, which represents about 60% of MGM's consolidated revenues. The Strip should benefit from continued strength in the convention business and limited new lodging supply. However, Fitch expects the growth of certain operating indicators to decelerate as the recovery is entering its ninth year and a number of indicators have reached prior-cycle peaks. Macau on Solid Footing: Fitch forecasts 14% growth in Macau gross gaming revenues for 2018, which reflects the continued health of VIP and premium mass segments, albeit with some deceleration from 2017. MGM will gain market share following the opening of its first Cotai property, which Fitch forecasts will generate nearly $350 million in incremental EBITDA. Fitch's positive view on Macau is supported by an expanding middle class in China and infrastructure development in and around Macau. Fitch feels upcoming concessions renewals will be a pragmatic process as the government values stability in the marketplace. DERIVATION SUMMARY MGM's current 'BB' IDR considers the issuer's gross debt/EBITDA close to 5.0x (pro forma for annualized MGM Cotai and recent acquisitions), improving FCF profile as its development pipeline winds down, and its geographically diverse set of best-in-class assets. There is headroom for funding of another large scale project or a moderate operating downturn at the current 'BB' rating level given MGM's liquidity profile and moderate leverage. MGM's liquidity is strong with $1.2 billion in excess cash on hand (net of estimated cage cash) and an improving FCF profile. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer -- Same-store domestic revenues grow about 1%-2% per year on average, with higher assumed growth at properties on the Las Vegas Strip; -- Wholly-owned EBITDA margins remain near 30%; -- MGM China generating about $870 million of EBITDA in 2019, which factors in about $350 million EBITDA at MGM Cotai; -- Incremental EBITDA from MGM Springfield (opens Aug. 2018) and Empire City acquisition (closes early 2019) of roughly $100 million and $70 million, respectively; -- 5% annual growth for the parent level dividend and a majority of cash flow from operations less capex at MGM China and MGM Growth Properties is distributed; -- $1 billion in annual share repurchases; -- $3.6 billion in note maturities from 2018-2021 are refinanced. MGM Cotai's credit facility is refinanced prior to meaningful amortization; -- Fitch's base case forecast does not include any additional developments in new jurisdictions (e.g. Japan). RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action MGM's IDR could be upgraded to 'BB+' as MGM's leverage metrics, after adjusting for distributions to minority holders and from unconsolidated subsidiaries, approach 4.5x gross and 4.0x net. Fitch will consider the continuation of the stable or positive trends in Las Vegas and Macau, the renewal of the Macau concession, and MGM's commitment to its balance sheet when contemplating further positive rating actions. Developments That May, Individually or Collectively, Lead to Negative Rating Action Fitch would consider a Negative Outlook or downgrade if leverage remains above 6.0x for an extended period of time past 2017, due to potentially weaker than expected operating performance, debt funding a new large-scale project or acquisition, or taking a more aggressive posture with respect to financial policy. LIQUIDITY MGM's liquidity is strong and is set to improve further as annual discretionary FCF grows toward $1.6 billion-$1.7 billion by 2019. Per Fitch's base case, the primary use of the FCF will be to support continued ramp up in shareholder returns. MGM recently authorized a new $2 billion repurchase program after completing its first $1 billion authorization in less than a year. MGM also pays roughly $250 million in annual parent dividends. Other uses of cash through 2021 include $3.6 billion in debt maturities and $675 million in remaining capex for MGM Cotai and MGM Springfield, though Fitch assumes a bulk of MGM's debt maturities are refinanced. As of March 31, 2018, additional sources of liquidity include $1.2 billion in consolidated excess cash (net of estimated cage cash) and $1.8 billion in consolidated revolver availability. FULL LIST OF RATING ACTIONS Fitch has affirmed MGM's ratings as follows: MGM Resorts International -- Long-term IDR at 'BB'; Outlook Stable; -- Senior secured credit facility at 'BBB-/RR1'; -- Senior unsecured notes at 'BB/RR3'. MGM China Holdings, Ltd (and MGM Grand Paradise, S.A. as co-borrower) -- Long-term IDR at 'BB'; Stable Outlook; -- Senior secured credit facility at 'BBB-/RR1'. MICROCHIP TECHNOLOGY: S&P Affirms 'BB' Unsolicited CCR ------------------------------------------------------ S&P Global Ratings affirmed its 'BB' unsolicited corporate credit rating on Chandler, Ariz.-based Microchip Technology Inc. and removed all ratings from CreditWatch, where we had placed them with negative implications on March 2, 2018. The outlook is stable. S&P said, "At the same time, we assigned a 'BB+' unsolicited issue-level rating and '2' unsolicited recovery rating to the company's $3 billion senior secured term loans due May 2025 and $2 billion secured senior notes due 2021 and 2023. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of a payment default. "In addition, we assigned our 'BB+' unsolicited issue-level rating on the company's secured revolvers comprised of $244 million expiring February 2020 and $3.6 billion expiring May 2023. The unsolicited '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of payment default. "Finally, we affirmed our 'B+' unsolicited issue-level ratings on Microchip's existing senior subordinated convertible notes due 2025 and 2027 and junior subordinated convertible notes due 2037. The unsolicited recovery ratings remain '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default." The ratings affirmation reflect Microchip's good market positions in microcontrollers that help drive above-average 40% EBITDA margin, expanded product portfolio serving aerospace and defense, and data center and communications end markets, and its increased operating scale with pro forma revenues of about $5.8 billion in the 12 months ended March 31, 2018, following the $10 billion acquisition of Microsemi. In addition, S&P expects that the management team's long tenure and demonstrable track record of acquisitions should reduce the risks related to integration. However, the all-cash transaction is Microchip's most significant to date and potentially introduces meaningful risk as management focuses on integrating the two businesses while simultaneously deleveraging the balance sheet. The company will fund the transaction with about $8 billion of debt, resulting in pro forma leverage (pre-synergy) in the mid-5x area up from about 1.6x at March, 31, 2018, which is high compared to similarly rated companies, but we expect it to decline to the mid-4x area within 12 months of close. The stable outlook on Microchip Technology reflects its good market positions, enhanced scale from the acquisition of Microsemi, and diverse end markets and long product cycles that support good cash flow generation and deleveraging from the mid-5x area at transaction close, which is high compared to similarly rated peers. The rating outlook also reflects S&P's expectation that the company will successfully integrate Microsemi and achieve identified cost synergies of at least $150 million, leading to leverage in the mid-4x area over the next 12 months after the close of the transaction. S&P said, "We could consider an upgrade if the company demonstrates consistent operating performance and successful integration of Microsemi, and we believe the company will exceed our expectation to reduce debt leverage to below 4x over the next 12 months. An upgrade would also require that management commit to a more conservative financial policy such that leverage remains below 4x even when accounting for its acquisition growth strategy and shareholder returns. "We could lower the rating if leverage remains above 5x over the next 12 months because of prolonged weak operating performance and end market demand or acquisition integration issues or if the company shifts to a more aggressive financial policy, including increased shareholder returns, debt financed acquisitions, or business divestitures leading to leverage above the same level." MIDATECH PHARMA: Appoints New Chief Executive Officer ----------------------------------------------------- Midatech has appointed Dr. Craig Cook as its chief executive officer and director. Dr. Cook, aged 51 is, or has been in the previous five years, a director or partner of the following companies: Current appointments 2X1Y Ltd CareHealth Sarl SedateUK Ltd Shawlmist Limited SpaceCode SA Swisscare Health Limited Winstead Assets Ltd Dr. Cook has a beneficial interest in 6,000 ordinary shares in the capital of Midatech, which represents 0.01% of the Company's issued share capital. Also Dr. Cook has options over 961,000 ordinary shares, which represents 1.57% of the Company's issued share capital. There are no arrangements or understandings pursuant to which Dr. Cook was appointed as chief executive officer or a director. About Midatech Pharma PLC Midatech -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. Midatech's strategy is to internally develop oncology products, and to drive growth both organically and through strategic acquisitions. The Company's R&D activities are focused on three innovative platform technologies to deliver drugs at the "right time, right place": gold nanoparticles ("GNPs") to enable targeted delivery; Q-Sphera polymer microspheres to enable sustained release ("SR") delivery; and Nano Inclusion ("NI") to provide local delivery of therapeutics, initially to the brain. Midatech Pharma US is the Group's US commercial operation, with four cancer supportive care products. The Group, listed on AIM: MTPH and Nasdaq: MTP, employs c.100 staff in four countries. The report from the Company's independent accounting firm BDO LLP Reading, United Kingdom, the Company's auditor since 2014, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Midatech reported a loss before income tax of GBP17.32 million in 2017 following a loss before income tax of GBP29.32 million in 2016. As of Dec. 31, 2017, Midatech had GBP$49.22 million in total assets, GBP14.54 million in total liabilities and GBP34.67 million in total equity. MIDATECH PHARMA: Will Hold Its Annual Meeting on June 27 -------------------------------------------------------- Midatech's Annual General Meeting will be held on June 27, 2018, at Panmure Gordon & Co, 1 New Change, EC4M 9AF, London, commencing at 9:30 a.m. About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. Midatech's strategy is to internally develop oncology products, and to drive growth both organically and through strategic acquisitions. The Company's R&D activities are focused on three innovative platform technologies to deliver drugs at the "right time, right place": gold nanoparticles ("GNPs") to enable targeted delivery; Q-Sphera polymer microspheres to enable sustained release ("SR") delivery; and Nano Inclusion ("NI") to provide local delivery of therapeutics, initially to the brain. Midatech Pharma US is the Group's US commercial operation, with four cancer supportive care products. The Group, listed on AIM: MTPH and Nasdaq: MTP, employs c.100 staff in four countries. The report from the Company's independent accounting firm BDO LLP Reading, United Kingdom, the Company's auditor since 2014, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Midatech reported a loss before income tax of GBP17.32 million in 2017 following a loss before income tax of GBP29.32 million in 2016. As of Dec. 31, 2017, Midatech had GBP$49.22 million in total assets, GBP14.54 million in total liabilities and GBP34.67 million in total equity. MILLERBERND SYSTEMS: Committee Hires Bassford as Co-Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Millerbernd Systems, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to retain Bassford Remele, P.A., as co-counsel to the Committee. The Committee requires Bassford to: a) advise the Committee with respect to its rights, duties, and powers in the Chapter 11 case; b) assist and advise the Committee in its consultations with the Debtor relative to the administration of the Chapter 11 case; c) assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests; d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor's business; e) assist the Committee in its investigation of the liens and claims of the holders of the Debtor's prepetition debt and the prosecution of any claims or causes of action revealed by such investigation; f) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executor contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in these Chapter 11cases; h) represent the Committee at hearings and other proceedings; i) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and l) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Bassford will be paid at these hourly rates: Attorneys $300 to $400 Paralegals $175 to $200 Bassford will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey D. Klobucar, a partner at Bassford Remele, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Bassford can be reached at: Jeffrey D. Klobucar, Esq. Patrick D. Newman, Esq. BASSFORD REMELE, P.A. 100 South Fifth Street, Suite 1500 Minneapolis, MN 55402 E-mail: jklobucar@bassford.com pnewman@bassford.com About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway presides over the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Millerbernd Systems. The Committee retained Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele, P.A., as co-counsel. MILLERBERND SYSTEMS: Committee Hires Goldstein as Lead Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Millerbernd Systems, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to retain Goldstein & McClintock LLLP, as lead counsel to the Committee. The Committee requires Goldstein to: (a) advise the Committee on all legal issues as they arise; (b) represent and advise the Committee regarding the terms of any sales of assets or plans of reorganization or liquidation, and assisting the Committee in negotiations with the Debtor and other parties; (c) investigate the Debtor's assets and pre-bankruptcy conduct; (d) investigate the validity, priority and extent of the claims, liens and security interests of any secured creditors of the Debtor; (e) investigate, and where appropriate prosecute or assist in the prosecution of, estate claims and causes of action against the Debtor, its officers, directors and shareholders, and other parties-in-interest; (f) prepare, on behalf of the Committee, all necessary pleadings, reports, and other papers; (g) represent and advise the Committee in all proceedings in the bankruptcy case; (h) assist and advise the Committee in its administration; and (i) provide such other services as are customarily provided by counsel to a creditors' committee in cases of this kind. Goldstein will be paid at these hourly rates: Attorneys $275 to $735 Paraprofessionals $160 to $235 Goldstein will also be reimbursed for reasonable out-of-pocket expenses incurred. Bryan J. Jackiw, a partner at Goldstein & McClintock, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Goldstein can be reached at: Bryan J. Jackiw, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W. Washington St., Suite 1221 Chicago, IL 60602 Tel: (312) 219-6703 E-mail: brianj@goldmclaw.com About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway presides over the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele, P.A. as co-counsel. MOGUL ENERGY: Seeks to Hire D. Max Gardner as Attorney ------------------------------------------------------ Mogul Energy Partners I, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ the Law Office of D. Max Gardner, as attorney to the Debtor. Centro Cristiano requires D. Max Gardner to: a. advise and consult with the Debtor during the administration of the estate concerning the rights, responsibilities and remedies of the Debtor with regard to the assets of the estate and the claims of secured and unsecured creditors; and b. assist in preparing such pleadings, motions, notices, and orders as are required for the orderly administration of the Chapter 11 case. D. Max Gardner will be paid at these hourly rates: Attorneys $310 Legal Assistants $75 On May 15, 2018, the Debtor paid D. Max Gardner a retainer of $11,717. Of this retainer, the sum of $1,717 filing fee, and $620 for prepetition services was deducted, leaving a balance of $9,380, held in the firm's trust account. D. Max Gardner will also be reimbursed for reasonable out-of-pocket expenses incurred. D. Max Gardner, a partner of the Law Office of D. Max Gardner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. D. Max Gardner can be reached at: D. Max Gardner, Esq. LAW OFFICE OF D. MAX GARDNER 1712 19th Street, Suite 123 Bakersfield, CA 93301 Tel: (661) 888-4335 Fax: (661) 591-4286 E-mail: dmgardner@dmaxlaw.com About Mogul Energy Partners I Mogul Energy Partners I, LLC is a held company whose principal place of business is located at 16214 Tehachapi Willow Springs Rd. Tehachapi, CA 93561. Mogul Energy Partners I filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-11949) on May 15, 2018. In the petition signed by Jeff Patterson, co-managing member, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Fredrick E. Clement presides over the case. Max D. Gardner, Esq., serves as bankruptcy counsel to the Debtor. MOHDSAMEER ALJANEDI: PCO Submits 4th Interim Report --------------------------------------------------- Tamar Terzian, as the duly appointed successor Patient Care Ombudsman for Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental Group, files with the U.S. Bankruptcy Court for the Central District of California a fourth interim report for the period of April 1, 2018 through April 30, 2018. The PCO finds no health information privacy violations under the Health Insurance Portability and Accountability Act (HIPAA), the patient records are complete and securely maintained electronically. Each record shows the signature of the patient who has received Privacy Policy Information, Patient's Rights Information, as well as a Dental Fact sheet, explaining the use, reasons and effects of such things as porcelain, gold, etc. Upon review of records for patient signatures on receipt of privacy and Patient Rights, the PCO finds all records complete. However, some records need to be updated as the policy for receiving patient signatures was implemented 6 months ago. The PCO reports that there are no surveys conducted except by the Debtor's insurance providers. The last survey was in October and no results available. As of April, no results were available. Accordingly, the PCO makes following recommendations to the Debtor: (a) Maintain all survey/audit materials for review. (b) Assure all patient records show signature or receipt of Patient's Rights, etc. The PCO finds that the Debtor is in compliance and that all care provided to the patients by Beachside Dental Group is within the standard of care. A full-text copy of the PCO's Fourth Interim Report is available at http://bankrupt.com/misc/cacb17-14089-115.pdf Patient Care Ombudsman can be reached through Terzian Law Group, A Professional Corporation 315 West Arden Avenue, Suite 28 Glendale, CA 91203 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tamar@terzlaw.com About Mohdsameer Aljanedi Dental Beachside Dental Group is a multi-specialty dental company offering a wide range of dental services, including general and cosmetic dentistry, dental sedation, periodontics' gum specialist, orthodontics, endodontics, oral surgery, pedodontics, prosthodontics, and laser dentistry. The Company's gross revenue amounted to $1.65 million in 2016 and $1.50 million during the year prior that. Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental Group, previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 13-30138) on Aug. 9, 2013. Mohdsameer Aljanedi Dental again filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14089) on Oct. 15, 2017. The petition was signed by Mohdsameer Aljanedi, president. At the time of filing, the Debtor disclosed $1.50 million in total assets and $3.78 million in liabilities. The case is assigned to Judge Mark S. Wallace. The Debtor is represented by Michael R. Totaro, Esq., at Totaro & Shanahan. On October 20, 2017, the Court approved the appointment of Constance R Doyle as Patient Care Ombudsman for Mohdsameeer Aljandi Dental Corporation, d/b/a Beachside Dental Group. On February 20, 2018, Tamar Terzian was appointed as successor PCO. NELNET INC: Moody's Affirms Ba1 CFR & Ba2 Jr. Sub. Debt Rating -------------------------------------------------------------- Moody's Investors Service affirmed Nelnet, Inc.'s Ba1 Corporate Family Rating (CFR) and Ba2 (hyb) junior subordinated debt rating. The rating outlook is stable. RATINGS RATIONALE Nelnet's ratings reflect the company's solid core earnings generation, low corporate leverage, strong asset profile and adequate liquidity position. As Nelnet's student loan portfolio runs off, the company is facing operational and execution risks as it goes through a strategic transformation. Moody's action also corrects Moody's designation of Nelnet's junior subordinated hybrid securities, which in prior rating actions had been incorrectly designated as subordinated debt. After the financial crisis, the company significantly reduced its leverage and almost entirely funds its business with securitizations, warehouse facilities and cash generated from operations. At March 31, 2018, the company only had approximately $200 million of corporate debt consisting primarily of $150 million revolver due in 2021, $20 million of junior subordinated hybrid securities and $29 million of secured term-loans. On February 7, 2018, Nelnet completed its acquisition of Great Lakes Higher Education Corporation. The deal created the largest servicer of government-owned student loans. While the acquisition will likely lead to cost savings given the combined company's greater scale, the acquisition is subject to integration and regulatory risks. An upgrade of the company's ratings is unlikely given the operational and execution risks as the company goes through its strategic transformation. Positive credit developments include continued progress in building the scope and prominence of its fee-based businesses, in combination with appropriate business line and customer diversity. The ratings could be downgraded if the financial performance of the company deteriorates, leverage materially increases or if the value of the investment portfolio declines due for example to increasing prepayment speeds on the FFELP portfolio. The principal methodology used in these ratings was Finance Companies published in December 2016. NICHOLS BROTHERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Affiliated companies that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Nichols Brothers, Inc. 18-11123 P.O. Box 4470 Tulsa, OK 74159 NBI Properties, Inc. 18-11124 NBI Services, Inc. 18-11125 Ladder Companies, Inc. 18-11126 Red Water Resources, Inc. 18-11127 Cano Petro of New Mexico, Inc. 18-11128 WO Operating Company, Ltd. 18-11129 Business Description: Nichols Brothers, Inc. and its debtor subsidiaries are primarily focused on oil and gas production operating approximately 400 producing wells, which are generally considered "stripper wells" in the industry. The Debtors constitute a diverse business group owned and operated by Richard and Orville Nichols that have been in existence for over 40 years. The Debtors collectively employ 25 individuals with an additional 20 contractors that provide services out in the field. Nichols Brothers is headquartered in Tulsa, Oklahoma. Chapter 11 Petition Date: June 1, 2018 Court: United States Bankruptcy Court Northern District of Oklahoma (Tulsa) Judge: Hon. Terrence L. Michael Debtors' Counsel: Gary M. McDonald, Esq. Chad J. Kutmas, Esq. Mary E. Kindelt, Esq. MCDONALD & METCALF, LLP First Place Tower 15 E. Fifth Street, Suite 1400 Tulsa, OK 74103 Tel: (918) 430-3700 Fax: (918) 430-3770 Emails: gmcdonald@mmmsk.com ckutmas@mmmsk.com mkindelt@mmmsk.com Nichols Brothers' Total Assets: $10,388 Nichols Brothers' Total Liabilities: $32.87 million The petition was signed by Richard Nichols, president. A full-text copy of Nichols Brothers' petition is available for free at http://bankrupt.com/misc/oknb18-11123.pdf List of Nichols Brothers' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Abraham Tim Lawsuit $26,000 AFCO Insurance Financing $39,310 Crowe & Dunlevy Legal Services $50,610 Dispute Resolution Consultants Materials and $1,226 Services E.B. Archbald & Assoc. Inc. Materials and $31,110 Services Fitzgerald Alexander Miscellaneous $18,318 Fitzgerald Clifford & Juanita Miscellaneous $62,080 Fitzgerald Ed Miscellaneous $30,986 Fitzgerald Rachel Miscellaneous $18,318 Gable Gotwals Legal Services $18,440 Harry Dandelles Pension $50,000 Hogan Taylor LLP Materials and $56,520 Services Lathrop & Gage LLP Legal Services $56,615 Martin Alan Miscellaneous $700,000 c/o Jason Glass 401 S. Boston Ave, Suite 2300 Tulsa, OK 74103 Midfirst Bank Lawsuit $35,000 Oklahoma State University Materials and $3,780 Services Pope Teresa Miscellaneous $30,986 Tulsa Data Center LLC Materials and $8,778 Services Verebelyi Joe Miscellaneous $243,800 Zurich North America Insurance $953 NIGHTHAWK ENERGY: Taps William Willson as Insolvency Counsel ------------------------------------------------------------ Nighthawk Royalties LLC and its debtor-affiliates seek authority from the United States Bankruptcy Court for the District of Delaware to hire William Willson, a commercial law barrister in England and Wales, as special insolvency counsel in England and Wales effective nunc pro tunc to April 30, 2018. Willson will represent the Debtors as special insolvency counsel in all aspects of the UK Proceedings, including implementation of the cross-border insolvency strategy developed with Debtors' general counsel and related activities. Willson's current billing rate is GBP375 per hour ($508.80). William Willson, sole trader commercial law barrister in England and Wales and is associated with the chambers of South Square, attests that he does not hold or represent any interest adverse to any of the Debtors' estates with respect to the matters on which he is to be retained in these chapter 11 cases. The counsel can be reached through: William Willson South Square 3-4 South Square Gray's Inn London WC1R 5HP Phone: +44 (0)20 7696 9900 Email:williamwillson@southsquare.com About Nighthawk Royalties Nighthawk Royalties LLC -- http://www.nighthawkenergy.com-- is an independent oil and natural gas company operating in the Denver-Julesburg Basin of Colorado, USA. The company and its affiliates are the direct and ultimate parent entities of non-debtors Nighthawk Production LLC and OilQuest USA, LLC. The sole or primary operating entity of the Debtors is Nighthawk Production, an oil and exploration company which is organized under Delaware law and based in Denver, Colorado. Production's principal business activity is the exploration for, and the development and sale of, hydrocarbons, operating solely in Colorado where it holds interests in over 150,000 net mineral acres in and around Lincoln County. Nighthawk's common shares are publicly listed on the London Stock Exchange (LSE:HAWK). Nighthawk Royalties LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10989) on April 30, 2018. In the petitions signed by Rick McCullough, president, Nighthawk Royalties disclosed that it had estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Nighthawk Energy estimated assets of less than $500,000 and liabilities of $10 million to $50 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Greenberg Traurig, LLP as their legal counsel; and SSG Advisors, LLC, as investment banker. OPC MARKETING: Plan Outline Okayed, Plan Hearing on June 6 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will consider approval of the Chapter 11 plan of reorganization for OPC Marketing, Inc. at a hearing on June 6. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on May 3. The order set a June 4 deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan. Class 4 Claimants (Allowed Unsecured Claims) are impaired and will be satisfied as follows: The Unsecured Creditors will share pro-rata in the Unsecured Creditor's Pool. The Unsecured Creditors will share pro-rata in the Unsecured Creditor's Pool. The Debtor will pay $1,600 per month for a period of 60 months into the Unsecured Creditors Pool. The Unsecured Creditors will be paid quarterly on the last day of each calender quarter. Paymentsto the Unsecured Creditors will commence on the last day of the first full calender quarter after the Effective Date. Based upon the Debtor’s Schedules the payment to Class 4 Claims will be approximately 50% on their Allowed Claims. The Debtor anticipates using the on-going business income of the Debtor to fund the Plan. All payments under the Plan shall be made through the Disbursing Agent. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-34095-31.pdf About OPC Marketing OPC Marketing, Inc., owner and operator of a software sales and service business, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. Case No. 17-34095) on Nov. 1, 2017. Michael Honochowicz, CEO, signed the petition. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in Dallas. At the time of filing, the Debtor estimated at least $50,000 in assets and $500,000 to $1 million in liabilities. ORIEN TRUST: Involuntary Chapter 11 Case Summary ------------------------------------------------ Alleged Debtor: Orien Trust 535 Appian Way, #21281 El Sobrante, CA 94803 Case Number: 18-41296 Business Description: Trust Involuntary Chapter 11 Petition Date: June 1, 2018 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. William J. Lafferty Petitioner: Jennifer Kay Toy 1390 Market Street #200 San Francisco, CA 94102 Petitioner's Claim Amount: $20,000 Loan Petitioner's Counsel: Pro Se A full-text copy of the Involuntary Petition is available at: http://bankrupt.com/misc/azb18-41296.pdf OSIES INC: Unsecureds to be Paid 10% in 60 Monthly Installments --------------------------------------------------------------- Osies, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement regarding its proposed plan of reorganization. The Debtor's assets consist primarily of real estate, equipment, and receivables. The Debtor will emerge from Bankruptcy as the Reorganized Debtor. The Plan, as confirmed by the Court, will modify the loan agreements with its lenders, Third Coast Bank, Prosperity Bank, and the SBA. Each lender will retain its liens on its collateral. In the event that the Reorganized Debtor defaults under the terms of the Plan or the respective loan documents, as modified, the lenders may enforce all of their rights and remedies under their respective modified loan documents and applicable law, and are not enjoined by the provisions of the Plan from exercising their rights and remedies, including but not limited to repossessing and foreclosing the collateral and/or filing suit in state court. The parties intend that each lender will be paid in full through a refinance of the indebtedness or payment pursuant to the terms of its loan documents as modified by the Plan. The Plan, as confirmed by the Court, will pay the outstanding indebtedness owed to Harris County and Cypress-Fairbanks ISD, Horsepen Bayou MUD, and the Internal Revenue Service, in full, over a five-year period, commencing January 2019. Class 9 creditors with Allowed General Unsecured Claims will be paid 10% of their Allowed Claim in monthly installments commencing March 2020 and continuing thereafter for 60 months. This class is impaired. The Plan is to be implemented from the revenues generated by the business operations. The feasibility of the Plan is dependent on revenues generated from operations. The risk to creditors, if any, is dependent upon the Debtor's ability to maintain and increase production and the stabilization of the oil and gas industry. The Debtor believes that the Plan is feasible and meets the requirements of Section 1129(a)(11) of the Bankruptcy Code. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-34996-133.pdf About Osies Inc. Osies, Inc. -- http://www.osies.com/-- was incorporated in December 2003 to supply on-site instrumentation and electrical services for the equipment for the petroleum industry. Over the years, it added all other complementary service to convert itself into a full manufacturing company of equipment for the natural gas and oil industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-34996) on August 17, 2017. Jose Rodriguez, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jeff Bohm presides over the case. PAINTSVILLE INVESTORS: Hires Providence as Management Consultant ---------------------------------------------------------------- Paintsville Investors, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Kentucky to employ Providence Health Group, LLC, as management consultant to the Debtor. Paintsville Investors requires Providence to provide management, fiscal, and operations consulting services. Providence will be paid a flat fee of $12,000 per week. Douglas P. Cox, founder and CEO of Providence Health Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Providence can be reached at: Douglas P. Cox PROVIDENCE HEALTH GROUP, LLC 121 South Water Avenue Gallatin, TN 37066 About Paintsville Investors 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. Paintsville Investors, LLC, doing business as Mountain Manor of Paintsville, doing business as Buckingham Place, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219), on April 9, 2018. In the petition signed by Franklin D. Fitzpatrick, trustee, manager, the Debtor disclosed $7.01 million in total assets and $9.81 million in total debt. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC. PEARL AGGREGATE: Seeks to Hire Patrick Gros as Accountant --------------------------------------------------------- Pearl Aggregate Materials LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Patrick Gros, CPA, as accountant to the Debtor. Pearl Aggregate requires Patrick Gros to perform professional accounting services and financial analysis required by the Debtor in the bankruptcy case and any other efforts that may be necessary to assist the Debtor in confirming its plan. Patrick Gros will be paid at these hourly rates: Partners $175 Managers $175 Seniors $140 Staffs $95 Patrick Gros will be paid a retainer in the amount of $2,500, which will be paid by the Debtor's affiliate, Pearl Particles, LLC. Patrick Gros will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick Gros, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Patrick Gros can be reached at: Patrick Gros 651 River Highlands Blvd. Covington, LA 70433 Tel: (985) 898-3512 About Pearl Aggregate Materials Pearl Aggregate Materials LLC is a sand & gravel supplier in the St. Tammany Parish, Louisiana. Pearl Aggregate filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-10441) on Feb. 28, 2018, estimating under $1 million in both assets and liabilities. Robin R. DeLeo is the Debtor's counsel, and Wayne M. Aufrecht, Esq. at Wayne M. Aufrecht, LLC, is the co-counsel. PENINSULA AIRWAYS: To Lease Space at Homer Airport -------------------------------------------------- Aaron Bolton, writing for KBBI News, reports that Peninsula Airways hopes to lease space at the Homer Airport in Alaska this summer. KBBI says the Homer City Council has approved a resolution that allows the city to negotiate with the airliner. The resolution calls for a 26-month lease and roughly $38,000 annually to lease space for a ticket office and baggage area. According to the report, PenAir Senior Vice President of Ground Operations Murphy Forner said PenAir hopes to begin service in September. The airliner currently serves seven communities in Southwestern Alaska and offers flights out of Anchorage. About Peninsula Airways Founded in 1955 by Orin Seybert in Pilot Point, Alaska, Peninsula Airways, Inc., doing business as PenAir, is one of the oldest family owned airlines in the United States and is Alaska's second largest commuter airline. Its main base is Ted Stevens Anchorage International Airport, with other hubs located at Portland International Airport in Oregon, Boston Logan International Airport in Massachusetts and Denver International Airport in Colorado. PenAir currently has a code sharing agreement in place with Alaska Airlines with its flights operated in the state of Alaska as well as all of its flights in the lower 48 states appearing in the Alaska Airlines system timetable. Peninsula Airways filed a Chapter 11 petition (Bankr. D. Alaska Case No. 17-00282) on Aug. 6, 2017. In the petition signed by Daniel P. Seybert, its president, the Debtor estimated assets and liabilities ranging from $10 million to $50 million. The case is assigned to Judge Gary Spraker. Cabot C. Christianson, Esq., at the Law Offices of Cabot Christianson, P.C., is serving as bankruptcy counsel to the Debtor. Dawson Law Group, LLC, is the Debtor's special counsel. The official committee of unsecured creditors formed in the case retained Erik LeRoy, P.C., as counsel. PLEDGE PETROLEUM: Lowers Net Loss to $1.2 Million in 2017 --------------------------------------------------------- Pledge Petroleum Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss available to common stockholders of $1.22 million on $25,000 of net revenue for the year ended Dec. 31, 2017, compared to a net loss available to common stockholders of $4.74 million on $0 of net revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Pledge Petroleum had $8.63 million in total assets, $69,701 in total current liabilities and $8.56 million in total stockholders' equity. "Although we had a cash balance of $8,599,620 as of December 31, 2017, of which $749,620 is not restricted, we have a history of annual losses from operations since inception and we have primarily funded our operations through sales of our unregistered equity securities. We have recently disposed of substantially all of our assets for $650,000 and simultaneously therewith acquired the entire shareholding of Ervington, for gross proceeds of $8,500,000. We are actively looking to acquire businesses in a similar field which may require substantial cash. "To date, our primary sources of cash have been funds raised from the sale of our securities and the issuance of convertible and non-convertible debt. No additional funds were raised during the current financial period," the Company stated in the SEC filing. The Company has incurred an accumulated deficit of $19,114,333 through Dec. 31, 2017 and incurred negative cash flow from continuing operations of $570,136 for the year ended Dec. 31, 2017. The report from the Company's independent accounting firm RBSM LLP, the Company's auditor since 2016, 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, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/cTA9fT About Pledge Petroleum Headquartered in Houston, Texas, Pledge Petroleum Corp -- http://www.pledgepcorp.com/-- focuses on the acquisition of various oil producing fields. The Company was formerly known as Propell Technologies Group, Inc. and changed its name to Pledge Petroleum Corp. in February 2017. During the past year, the Company's management, at the direction of the Board of Directors, has evaluated, considered, and brought forward various opportunities to acquire producing oil fields; however, to date, an oil field meeting the criteria acceptable to the Board of Directors (which criteria include among other things, low general and administrative costs, ability to generate cash flow and ability to fully utilize the Plasma Pulse Technology) has not been found. The Company had suspended its operations and reduced its operating expenses as the Board of Directors are considering various options as to the future direction of the Company, including a possible dissolution. PNEUMA INTERNATIONAL: Creditors Seek Dismissal of Ch. 11 Case ------------------------------------------------------------- Creditors Bruce Chalmers, Yong Kwon Cho and Central United Packaging, Inc., filed an objection to Pneuma International, Inc.'s amended chapter 11 plan and amended disclosure statement filed on May 8, 2018. Objection is made on the following premises both separately and collectively: By the Order Following Status Conference, the Debtor was ordered to file an Amended Plan and Disclosure Statement no later than April 30, 2018. It was further ordered that the case (absent a compelling reason) will be converted or dismissed if Debtor failed to file timely. Debtor failed to file timely without any compelling reason and it is submitted that it is in the best interest of the creditors that the case be dismissed. Docket #98 and the Debtor's books and records are so replete with omissions, misstatements, and contradictions that both themselves and in the context of the case they obscure the information necessary for creditors to be enabled to make informed judgments about the plan. The information provided is inconsistent and/or nonsensical and/or dubious and/or fails to address prior issues raised. There is also an inconsistency throughout Docket #98 concerning the financial condition of the Debtor immediately prior to filing the petition. On p. 3, the Debtor states that it operated at a loss in 2017 due to expenditures on attorney’s fees; on. p.4 it states that Debtor was current on all of its obligations, save the Judgment. Further, p. 5, section F is simply nonsensical. Creditors never asserted a secured claim against the Debtor. In fact, it was the Debtor who first listed Credit Chalmers as secured before amending the schedules. Debtor's statement that "$483,347.62 may be realized from the recovery of fraudulent, preferential or other avoidable transfers," is totally incomprehensible considering that the only action was a stipulation that Creditors’ claims are unsecured (and the amount stated does not even amount to the total of their claims). For these reasons, the objecting creditors request that the case be dismissed in the best interests of the creditors. A full-text copy of the Creditors' Objection is available at: Attorneys for Creditors Bruce Chalmers, Yong Kwon Cho, and Central United Packaging, Inc.: James G. Schwartz, Esq. Joshua D. Brysk, Esq. Law Offices of James G. Schwartz A Professional Corporation 7901 Stoneridge Drive, Suite 401 Pleasanton, CA 94588 Telephone: (925) 463-1073 Facsimile: (925) 463-2937 Email: jim@jgschwartz.com josh@jgschwartz.com About Pneuma International Pneuma International, Inc., doing business as EGPAK, is a manufacturer of coated and laminated packaging paper based in Hayward, California. EGPAK filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-42149) on Aug. 25, 2017. In the petition signed by Mikahel Chang, principal, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Roger L. Efremsky is the case judge. Nancy Weng, Esq., at Tsao-Wu & Yee, LLP, is the Debtor's counsel. PORTABELLA'S INC: July 10 Plan Confirmation Hearing --------------------------------------------------- Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle District of Pennsylvania issued an order approving Portabella's, Inc.'s disclosure statement referring to a plan of reorganization dated March 28, 2018. June 21, 2018 is fixed as the last day for submitting written acceptances or rejections of the plan, and the last day for filing and serving written objections to confirmation of the plan. June 28, 2018 is fixed as the last day to file with the Court a tabulation of ballots accepting or rejecting the plan. July 10, 2018 at 9:30 AM in the Bankruptcy Courtroom, Third Floor, The Ronald Reagan Federal Building, Third and Walnut Streets, Harrisburg, Pennsylvania, is fixed for the hearing on confirmation of the plan. The Troubled Company Reporter previously reported that unsecured creditors with the exception of Justin L. Nicholson, and Thomas J. Dacheux and Justin L. Nicholson, A Pennsylvania General Partnership (will receive 0) will receive 20% of the amounts of their claims to be made in quarterly payments beginning three years subsequent from the date of the order confirming plan and continuing an additional three years. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pamb17-02370-63.pdf About Portabella's, Inc Portabella's, Inc. owns a restaurant located at 2495 E. Harrisburg Pike Middletown, Pennsylvania. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02370) on June 6, 2017. The petition was signed by Justin L. Nicholson, president. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Henry W. Van Eck. Lawrence G. Frank, Esq. at Law Office of Lawrence G. Frank represents the Debtor. The Debtor previously sought bankruptcy protection on Feb. 10, 2014 (Bankr. M.D. Pa. Case No. 14-00542). PR GOLD BOND: June 20 Hearing on Plan and Disclosures ----------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico conditionally approved PR Gold Bond Administration Services Inc.'s disclosure statement filed on May 23, 2018. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on June 20, 2018 at 09:00 A.M. at the U.S. Bankruptcy Court, Jose V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. As of May 23, general unsecured creditors have been claimed in the amount of $1,033,314.70. The Debtor's Schedule F listed the amount of $123,000 as unsecured debts. The Debtor proposes to pay general unsecured creditors 5% of the unsecured portion, on monthly installments, within a period not to exceed 60 months. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb17-06052-52.pdf About PR Gold Bond Administration Services Based in Bayamon, Puerto Rico, PR Gold Bond Administration Services Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-06052) on August 28, 2017. Luis D. Flores Gonzalez, Esq. at Luis D Flores Gonzalez Law Office represents the Debtor as legal counsel. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,001 to $500,000 in liabilities. PUGLIA ENGINEERING: Committee Hires DBS Law as Local Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Puglia Engineering, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Western District of Washington to retain DBS Law, as local counsel to the Committee. The Committee requires DBS Law to coordinate with CKR Law LLP, the Committee's general counsel, and McKool Smith, P.C., the Committee's special litigation counsel. DBS Law will be paid at the hourly rates of $190-$375. DBS Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin Ellison, member of DBS Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. DBS Law can be reached at: Benjamin Ellison DBS LAW 155 NE 100th Street, Suite 205 Seattle, WA 98125 Tel: (206) 489-3802 Fax: (206) 973-8737 About Puglia Engineering Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a ship builder and repairer based in Tacoma, Washington. It is a privately-held company founded in 1991. The company has locations in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland, California. Puglia Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14, 2018. In the petition signed by Neil Turney, president, the Debtor disclosed $14.26 million in assets and $21.13 million in liabilities. Judge Brian D. Lynch presides over the case. James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee for Region 18 appointed an official committee of unsecured creditors on May 3, 2018. The Committee retained CKR Law LLP as its legal counsel; DBS Law, as local counsel; McKool Smith, P.C., as special litigation counsel. PUGLIA ENGINEERING: Panel Taps McKool Smith as Special Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Puglia Engineering, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Western District of Washington to retain McKool Smith, P.C., as special litigation counsel to the Committee. The Committee requires McKool Smith to investigate the Debtors' proposed settlement with BAE Systems Ship Repair Inc. McKool Smith will be paid at these hourly rates: H. Jeffrey Schwartz, Principal $985 Kyle Lonergan, Shareholder $750 Benjamin W. Hugon, Associate $580 Veronica F. Manning, Associate $400 McKool Smith will be subject to a fee cap of $60,000. McKool Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. H. Jeffrey Schwartz, a partner at McKool Smith, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. McKool Smith can be reached at: H. Jeffrey Schwartz, Esq. MCKOOL SMITH, P.C. 1999 K Street, NW, Suite 600 Washington, DC 20006 Tel: (202) 370-8300 Fax: (202) 370-8344 About Puglia Engineering Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a ship builder and repairer based in Tacoma, Washington. It is a privately-held company founded in 1991. The company has locations in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland, California. Puglia Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14, 2018. In the petition signed by Neil Turney, president, the Debtor disclosed $14.26 million in assets and $21.13 million in liabilities. Judge Brian D. Lynch presides over the case. James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee for Region 18 appointed an official committee of unsecured creditors on May 3, 2018. The Committee retained CKR Law LLP as its legal counsel; DBS Law, as local counsel; and McKool Smith, P.C., as special litigation counsel. QUANTUM CORP: Appoints Michael Dodson as CFO and Interim CEO ------------------------------------------------------------ Quantum Corp. has appointed Michael Dodson as its chief financial officer and interim CEO effective May 31, 2018. Dodson replaces current CFO Fuad Ahmad and will serve as interim CEO replacing Patrick Dennis, who has resigned his position to focus on pressing family matters. The Board is conducting an active search to select a permanent CEO. In his new role, Dodson will lead Quantum's ongoing business transformation and cost savings initiatives and will drive the company to complete its highest priority of achieving sustained profitability while continuing to deliver top storage solutions and services to its customers. "I wish to thank Patrick and Fuad for their service and welcome Michael to Quantum," said Raghu Rau, chairman of Quantum. "Michael brings a solid foundation in accounting, financial reporting and internal control procedures, and has had a very successful track record as the CFO of several public technology companies. We believe he possesses the right skill sets to significantly improve Quantum's financial performance for the benefit of all shareholders." "A seasoned finance professional, Dodson brings a broad range of expertise to Quantum, including strong accounting credentials, a proven record of improving profitability and cash generation and deep experience with capital markets. Dodson began his career with Ernst and Young in the San Jose, California office, where he served a number of global public technology companies, including several companies in the data storage space. He has also served as CFO for five public global technology companies including Mattson Technology, DDi and ESL." Mr. Dodson will receive a base salary of $400,000 and be eligible to participate in the Company's annual incentive plan on terms determined by the Leadership and Compensation Committee of the Board, with a target bonus of 50% of his annual base salary. The Offer Letter further provides that the Company will: i) reimburse Mr. Dodson for the cost of monthly premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, if he elects continuation coverage for the group health plans covering him and his eligible dependents in place immediately prior to separation from his previous employer on the conditions specified therein for up to seven months; and ii) provide Mr. Dodson with an apartment in the Bellevue, Washington area. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a sales and service organization. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities and a total stockholders' deficit of $124.3 million. On Jan. 11, 2018, Quantum received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016. Following receipt of the SEC subpoena, the Company's audit committee began an independent investigation with the assistance of independent advisors, which is currently in process. On Feb. 15, 2018, the New York Stock Exchange notified Quantum that it is not in compliance with the NYSE's continued listing standard because the company has not timely filed Form 10-Q for its fiscal third quarter 2018 ended Dec. 31, 2017. QUOTIENT LIMITED: Incurs $82.3M Net Loss in FY Ended March 31, 2018 ------------------------------------------------------------------- Quotient Limited filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $82.33 million on $24.73 million of total revenue for the year ended March 31, 2018, compared to a net loss of $85.06 million on $22.22 million of total revenue for the year ended March 31, 2017. As of March 31, 2018, Quotient Limited had $123.84 million in total asets, $138.47 million in total liabilities and a total shareholders' deficit of $14.63 million. The report from the Company's independent accounting firm Ernst & Young LLP, in Belfast, United Kingdom, the Company's auditor since 2007, on the consolidated financial statements for the year ended March 31, 2018, includes an explanatory paragraph stating that the Company has recurring losses from operations and planned expenditure exceeding available funding, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. The Company has incurred net losses and negative cash flows from operations in each year since it commenced operations in 2007 and had an accumulated deficit of $275.6 million as of March 31, 2018. At March 31, 2018, the Company had available cash holdings and short-term investments of $25.5 million. The Company said it has expenditure plans over the next twelve months that exceed its current cash and short-term investment balances. "The Company expects to fund its operations in the near-term, including the ongoing development of MosaiQ through successful field trial completion, achievement of required regulatory authorizations and commercialization from a combination of funding sources. These expected funding sources include the use of existing available cash and short-term investment balances, the issuance of new equity (including up to $49 million of proceeds from the exercise of warrants with an exercise price of $5.80 issued in connection with the Company's October 2017 private placement of ordinary shares by their expiration date of July 31, 2018) and debt (including through the issuance of a further $36 million of the Secured Notes upon the publication of successful field trial concordance data for the IH1 microarray). The Company expects the publication of field trial concordance data by July 2018, providing availability of these expected funding sources, and accordingly have prepared the financial statements on the going concern basis. However, there can be no assurance that the Company will be able to obtain adequate financing when necessary and the terms of any financings may not be advantageous to the Company and may result in dilution to its shareholders. In particular, there can be no assurance that the Company will be able to successfully complete MosaiQ field trials, that the Company's share price will remain above $5.80 until July 31, 2018 and even if it does, that a sufficient level of warrants will be exercised by the warrant holders by that date." A full-text copy of the Form 10-K is available for free at: https://is.gd/taZbuI About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. RETRO HOME HEALTH: June 27 Hearing on Amended Plan -------------------------------------------------- Judge Jeffrey A. Graham of the U.S. Bankruptcy Court for the Southern District of Indiana finds that Retro Home Health Care Services, Inc.'s amended small business reorganization plan, dated May 17, 2018, provides adequate information and that a separate disclosure statement is not necessary. A hearing to consider confirmation of the plan and any objection or modification to the plan will be held on June 27, 2018 at 1:30 p.m. Any objection to the confirmation of the plan must be filed and served on or before June 20, 2018. Any ballot accepting or rejecting the plan must be delivered on or before June 20, 2018. About Retro Home Health Care Retro Home Health Care Services, Inc., doing business as Retro Home Care Services -- http://www.retrohomecareservices.com/-- is a home care service located in Indianapolis, Indiana, with satellites throughout the state of Indiana. Retro Home Health Care provides care to disabled persons who want to maintain their independence and remain in their homes as long as possible. It reported gross revenue of $2.84 million for 2016 and gross revenue of $2.24 million for 2015. Retro Home Health Care filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-05297) on July 17, 2017, disclosing $53,100 in total assets and $1.22 million in total liabilities. The petition was signed by Michelle Cherry, CEO. Judge Jeffrey J. Graham presides over the case. Eric C. Redman, Esq., at Redman Ludwig, PC, is the Debtor's bankruptcy counsel. ROCKPORT COMPANY: Hires Borden Ladner as Special Canadian Counsel ----------------------------------------------------------------- The Rockport Company, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Borden Ladner Gervais LLP, as special Canadian counsel to the Debtors. Rockport Company requires Borden Ladner to: a. provide advice to the Debtors with respect to their rights and duties under Canadian law; b. commence on the Debtors' behalf Canadian proceedings under the Companies' Creditors Arrangement Act; c. prepare on the Debtors' behalf any necessary applications, motions, answers, replies, discovery requests, forms of orders, reports and other pleadings and legal documents; d. advise the Debtors with respect to issues of Canadian law arising during the course of the operation of their business; and e. perform all other legal services for the Debtors that may be necessary herein. Borden Ladner will be paid at these hourly rates: Partners $334 to $750 Associates $326 Paralegals $197 On May 9, 2018, Borden Ladner received a retainer in the amount of CDN$100,000. Borden Ladner will also be reimbursed for reasonable out-of-pocket expenses incurred. Roger Jaipargas, partner of Borden Ladner Gervais LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Borden Ladner can be reached at: Roger Jaipargas, Esq. BORDEN LADNER GERVAIS LLP 22 Adelaide Street West, Suite 3400 Toronto, ON M5H 4E3, Canada Tel: (416) 367-6000 About The 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., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee tapped Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. ROCKPORT COMPANY: Hires Houlihan as Fin'l Advisor and Inv. Banker ----------------------------------------------------------------- The Rockport Company, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Capital, Inc., as financial advisor and investment banker. Rockport Company requires Houlihan Layton to: a. assist the Debtors in the development and distribution of selected information, documents and other materials, including, if appropriate, advise the Debtors in the preparation of an offering memorandum; b. assist the Debtors in evaluating indications of interest and proposals regarding any Transaction(s) from current and/or potential lenders, equity investors, acquirers and/or strategic partners; c. assist the Debtors with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); d. provide expert advice and testimony regarding financial matters related to any Transaction(s), if necessary; e. attend meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as the Debtors and Houlihan mutually agree; f. assist the Debtors in acquiring and negotiating debtor-in- possession financing; and g. provide such other financial advisory and investment banking services as may be required by additional issues and developments not anticipated on the Effective Date, as described in Section 10 of the Houlihan Engagement Letter. Houlihan will be paid as follows: (a) Monthly Fee. The Debtors will pay Houlihan in advance a Monthly Fee of $125,000, commencing in May 2018 (timing subject to approval by the Court) and continuing on the last day of each month thereafter. (b) Sale Transaction Fee. Upon the closing of each Sale Transaction, Houlihan will earn, and the Debtors will thereupon pay immediately and directly from the gross proceeds of such Sale Transaction, as a cost of such Sale Transaction, a cash fee ("Sale Transaction Fee") based upon Aggregate Gross Consideration ("AGC"), calculated as follows: -- For AGC up to $150.0 million: $1,700,000, plus, -- For AGC from $150.0 million to $170.0 million: 3.0% of such incremental AGC, -- For AGC from $170.0 million to $200.0 million: 4.0% of such incremental AGC and -- For AGC above $200.0 million: 5.0% of such incremental AGC. If more than one Sale Transaction is consummated, Houlihan shall be compensated based on the AGC from the Sale Transactions. (c) Restructuring Transaction Fee. Upon the earlier to occur of: (i) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction; and (ii) in the case of an in-court Restructuring Transaction, the date of confirmation of a plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code pursuant to an order of the applicable bankruptcy court, Houlihan shall earn, and the Debtors will promptly pay to Houlihan, a cash fee in the amount of $1,500,000; provided, that, for the avoidance of doubt, no Restructuring Transaction Fee will be earned or payable for a Restructuring Transaction which consists solely of an amendment to, forbearance relating to, or waiver of, the covenants governing the Debtors' 9.50% Senior Secured Notes due 2022 (the "Senior Secured Notes") or the Debtors' Revolving Credit Agreement dated as of July 31, 2015 (the "Revolving Credit Agreement") (other than, in each case, the covenant to pay). In the event Houlihan is entitled to both a Sale Transaction Fee and a Restructuring Transaction Fee, Houlihan shall only be paid the greater of the two fees. (d) Financing Transaction Fee: Upon the closing of each Financing Transaction, the Debtors shall pay (directly from the gross proceeds thereof, if applicable) Houlihan a cash fee (each a "Financing Transaction Fee") equal to the sum of (i) 1.5% of the gross proceeds of any indebtedness raised or committed that is senior to other indebtedness of the Debtors, secured by a first priority lien and unsubordinated, with respect to both lien priority and payment, to any other obligations of the Debtors (other than with respect to debtor-in-possession financing); (ii) 3.0% of the gross proceeds of any indebtedness raised or committed that is secured by a lien (other than a first lien), is unsecured and/or is subordinated; and (iii) 5.0% of the gross proceeds of all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed; provided that the Financing Transaction Fee for any financing provided by holders of the Senior Secured Notes shall be a one-time fee of $250,000 paid immediately and directly from the gross proceeds of the first such financing. The Financing Transaction Fee will be in addition to any other fees that the Debtors may be required to pay to any investor or other purchaser of Securities to secure its financing commitment. Houlihan will earn, and the Debtors shall thereupon pay immediately and directly from the gross proceeds of such Financing Transaction, a Financing Transaction Fee for any debtor-in-possession financing that is raised of $500,000. (e) Amounts Owed During Termination Tail Period: In addition, notwithstanding the expiration or termination of this Agreement or the delivery of a Company Notice, Houlihan will be entitled to full payment by the Debtors of the Transaction Fees described in this Agreement which would have been payable but for the termination of this Agreement or the delivery of a Company Notice: (i) so long as a Transaction is consummated during the term of this Agreement, or the period ending on the earlier of (a) the date that is 12 months after the date of expiration or termination of this Agreement or the delivery of a Company Notice and (b) the date that is 18 months from the date of this Agreement (the earlier of clause (a) or (b), the "Tail Period"), and/or (ii) if an agreement in principle to consummate a Transaction which would trigger the payment of such Transaction Fees is executed by any entity comprising the Debtors during the term of this Agreement and prior to delivery of a Company Notice, or within the Tail Period, and such Transaction is consummated pursuant to such agreement at any time following such execution with the counterparty named in such agreement, or with any affiliate (the Transaction Fees payable pursuant to this sentence, a "Tail Fee"). Christopher Di Mauro, a partner at Houlihan Lokey Capital, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Houlihan can be reached at: Christopher Di Mauro HOULIHAN LOKEY CAPITAL, INC. 10250 Constellation Blvd., 5th Fl. Los Angeles, CA 90067 Tel: (310) 553-8871 Fax: (310) 553-2173 About The 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., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Rockport Company LLC. The Committee proposes to tap Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. ROCKPORT COMPANY: Hires Prime Clerk as Administrative Advisor ------------------------------------------------------------- The Rockport Company, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as administrative advisor to the Debtors. Rockport Company requires Prime Clerk to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175 to $195 Consultant/Senior Consultant $65 to $165 Technology Consultant $35 to $95 Analyst $30 to $50 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, vice president of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC, 830 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About The 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., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Rockport Company LLC. The Committee tapped Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. ROCKPORT COMPANY: Hires Richards Layton as Counsel -------------------------------------------------- The Rockport Company, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Richards Layton & Finger, P.A., as counsel to the Debtors. Rockport Company requires Richards Layton to: a) take all necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b) advise the Debtors of their rights, powers, and duties as the Debtors and debtors in possession under Chapter 11 of the Bankruptcy Code; c) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates and serve such papers on creditors; d) assist the Debtors with the sale of all or substantially all of their assets pursuant to Section 363 of the Bankruptcy Code; e) take all necessary or appropriate actions in connection with a Chapter 11 plan(s) and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; f) prosecute on behalf of the Debtors any proposed plan and seek approval of all transactions contemplated therein and in any amendments thereto; and g) perform all other necessary legal services in connection with the prosecution of these Chapter 11 Cases. Richards Layton will be paid at these hourly rates: Directors $710 to $925 Counsels $610 to $625 Associates $320 to $595 Paraprofessionals $255 Prior to the Petition Date, the Debtors paid Richards Layton a total retainer of $535,000. Richards Layton will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark D. Collins, director of Richards Layton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Richards Layton can be reached at: Mark D. Collins, Esq. RICHARDS LAYTON & FINGER, P.A. 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 About The 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, estimating 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 CFO. 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., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Rockport Company LLC. The Committee tapped Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. ROCKPORT COMPANY: Taps Alvarez & Marsal as to Provide COO and CFO ----------------------------------------------------------------- The Rockport Company, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC, to designate Josh Jacobs as interim chief operating officer, and Paul Kosturos as interim chief financial officer to the Debtors. Rockport Company requires Alvarez & Marsal to: (1) Interim CFO duties: (a) lead the Finance, Legal and HR departments including direct reports and indirect reports who are responsible for all of the financial aspects of the Debtors, including cash management, cost management, financial consolidation and reporting, management reporting and financial controls, provided that it is agreed that neither the Interim CFO nor Alvarez & Marsal shall provide any legal services; (b) lead the Debtors' efforts with respect to the preparation for and execution of a sale of the company and restructuring of the Debtors' financial obligations, including preparation for a potential filing under Chapter 11 of the Bankruptcy Code (Mr. Kosturos will be assisted in this role by Brian J. Fox, a Managing Director in the firm's North American Commercial Restructuring practice and other Additional Personnel as necessary); (c) consult with and work with the Debtors' management in their efforts in seeking to improve EBITDA performance in the near term; (d) serve as the principal contact with the Debtors' lenders with respect to the Debtors' financial and operational matters, become familiar with the Debtors' loan agreement and act in a role typical for a CFO as it relates to the Debtors' financing and loan agreements; (e) act as the principal contact for the Debtors' external auditors; (f) manage the financial forecasting and budgeting processes; (g) assist the Debtors in their efforts to seek to refine and potentially improve month end capabilities, with a focus on providing necessary information to other executive management team members on a timely basis; (h) assist with the selection and placement of a successor CFO; (i) provide assistance with respect to the formulation, evaluation, implementation of various options for a restructuring, financing or reorganization of the Debtors, or their assets or businesses; (j) at the Debtors' direction, assist in negotiations with creditors and other parties-in-interest; and (k) perform such other services as requested or directed by the board of the directors of the Debtors (the "Board") or other Debtor personnel as authorized by the Board, and agreed to by the firm that is not duplicative of work others are performing for the Debtors. (2) Interim COO duties: (a) lead the IT, Logistics, and Operations departments including direct reports; (b) consult with and work with the Debtors' management in their efforts in seeking to improve EBITDA performance in the near term; (c) assist the Debtors as directed with the selection and placement of a successor COO; and (d) perform such other services as requested or directed by the Board or other Debtor personnel as authorized by the Board, and agreed to by A&M that is not duplicative of work others are performing for the Debtors. Debtors will pay Alvarez & Marsal a flat weekly rate of $25,000 for each of the Interim CFO and Interim COO, for a total weekly rate of $50,000. Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian J. Fox, managing director of Alvarez & Marsal, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Alvarez & Marsal can be reached at: Brian J. Fox ALVAREZ & MARSAL NORTH AMERICA, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Tel: (212) 759-4433 Fax: (212) 759-5532 About The 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., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee tapped Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. ROCKWELL CHARTER: S&P Withdraws 'BB' Rating on 2017A/B Bonds ------------------------------------------------------------ S&P Global Ratings withdrew its 'BB' long-term rating and a stable outlook, on the Utah Charter School Finance Authority's series 2017A and 2017B charter school revenue bonds issued for Rockwell Charter High School (RCHS), Utah. "We withdrew the rating at RCHS's request, without affirming the rating or taking any other rating action before withdrawing it, as we would in the ordinary course, because we were unable to obtain updated information of timely and sufficient quality from management or published sources to determine the appropriate rating," said S&P Global Ratings credit analyst Brian Marshall. ROUGH COUNTRY: Moody's Affirms B3 CFR & Cuts Term Loan Rating to B3 ------------------------------------------------------------------- Moody's Investors Service affirmed Rough Country, LLC's B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. Moody's also downgraded the company's $302 million senior secured (first-lien) bank credit facilities due 2023 to B3 from B2. The ratings outlook remains stable. The rating actions follow the Rough Country's announced plan to utilize the proceeds from a proposed $77 million first-lien add-on along with $9 million of cash from the balance sheet (includes approximately $1 million in fees) to repay its $85 million second lien term loan. Following the close of the transaction, the total amount of the first lien term loan will be $282 million ($271 million outstanding). The transaction is beneficial because it will result in interest cost savings of approximately $4 million annually. Moody's affirmed Rough Country's B3 CFR as its good performance and positive projected free cash flow provides capacity to reduce leverage. Moody's believes that the company will experience high single digits growth over the next 12 to 18 months resulting in EBITDA expansion but that leverage is vulnerable to potential increases in debt dictated by the financial policy of its private equity owners. The ratings are also constrained by the scale of the company as it has approximately $169 million in revenues as compared to the B3 median revenues of approximately $600 million. The downgrade of the first lien term loan to B3 reflects that the first lien debt will represent the preponderance of the capital structure following the transaction. It also acknowledges that the prepayment of the existing junior-ranking second-lien debt eliminates the underlying loss absorption previously provided by the junior ranking debt to the benefit of the first lien debt holders resulting in a higher expected loss assumption on the first lien debt. The following ratings were affirmed: Corporate Family Rating, affirmed B3; Probability of Default Rating, affirmed B3-PD; The following ratings were downgraded: $20 million senior secured first lien revolving credit facility due 2022, downgraded to B3 (LGD4) from B2 (LGD3) $282 million (includes $77 million add-on, $271 million outstanding) senior secured first lien term loan due 2023, downgraded to B3 (LGD4) from B2 (LGD3) Outlook Actons: Outlook, Remains Stable RATINGS RATIONALE Rough Country B3 CFR reflects the company's small size, with revenues of $169 million for the LTM period ending 3/31/2018, narrow product focus and discretionary nature of its product offerings, cyclical nature of its end markets, and elevated risk of a shareholder friendly financial policy which will lead to leverage remaining high due to private equity ownership. However, Rough Country's credit profile is supported by the company's good market position in a niche segment of the truck accessories category, strong EBITA margins of 30% LTM 3/31/2018 given its on-line direct to installer and consumer sales focus, the ability for the company to deleverage to the high 4.0x over the next 12 months barring any increases in debt, good liquidity supported by expected of cash flow generation of $20 million over the next twelve months, and aftermarket concentration which supports more stable revenue performance than the new vehicle market. The stable ratings outlook reflects Moody's expectation that the company will continue to benefit from distribution gains that facilitate high single-digit revenue and EBITDA growth over the next 12 to 18 months, and that good liquidity will be maintained. Moody's also assumes that the company will carefully balance its targeted financial risk and leverage profile with its growth strategy. Ratings could warrant consideration for prospective upgrade should the company significantly increase its scale while strong margins are maintained and debt-to-EBITDA transitions below 5.0x on a sustained basis. Downward rating pressure could ensue if operating and financial performance deteriorate, and/or debt financed acquisitions or shareholder dividend payouts are undertaken such that debt-to-EBITDA remains above 6.0x while cash flows weaken. A significant reduction in borrowing availability or liquidity could also result in a ratings downgrade. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Headquartered in Dyersburg, Tennessee, Rough Country is a US focused manufacturer of aftermarket performance suspension products and accessories. The company provides lift and leveling kits, shocks and stabilizers, and accessories primarily for trucks and Jeep models. Gridiron Capital is the majority owner of Rough Country. Revenue for the 12 months ended 3/31/2018 were approximately $169 million. ROUGH COUNTRY: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' corporate credit rating on Dyersburg, Tenn.-based auto supplier Rough Country LLC. The outlook is stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's first-lien credit facilities, consisting of a $20 million revolving credit facility due in 2022 and $271 million (outstanding) first-lien term loan due in 2023 (including the proposed $77 million incremental first-lien term loan). The '3' recovery rating is unchanged and reflects our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. "The affirmation reflects our expectation that the incremental first-lien debt will be roughly leverage neutral as it will be used to repay the second-lien term loan. Further, while the company's leverage is still roughly 5x, it has declined in the past year due to strong sales and margins. The stable outlook reflects our belief that the company will maintain free operating cash flow (FOCF) to debt of at least 5% and adequate liquidity over the next 12 months. "The stable outlook on Rough Country reflects our expectation that the company will continue to maintain above-average EBITDA margins, allowing it to generate a FOCF-to-debt ratio above 5%. "We could lower our ratings on Rough Country if its EBITDA margins become volatile and its FOCF-to-debt ratio falls below 3%, and we expect it to remain there. This could be the result of weaker-than-expected consumer demand for its products because of a deteriorating economic environment or a sharp increase in gas prices, which could limit the growth of discretionary purchases. This could also occur because of increased competition or rising commodity prices. "We view an upgrade as unlikely during the next 12 months because we believe Rough Country's financial policies will remain highly leveraged under its new financial sponsor. However, if the company expands its gross margins significantly (leading its debt-to-EBITDA to fall well below 5x) and its financial sponsor commits to a financial policy that will allow the company to maintain its leverage at this level on a sustained basis, we could consider an upgrade." SAM MEYERS: Seeks Interim Use of CUB Cash Collateral ---------------------------------------------------- Sam Meyers, Inc., seeks authorization from the United States Bankruptcy Court for the Western District of Kentucky to use cash collateral on an interim basis through July 1, 2018. The Debtor anticipates 2018 gross revenues of approximately $1.2 million on an annualized basis. The Debtor seeks to meet its ordinary and necessary postpetition expenditures through use of approximately $220,000 of cash collateral. Thus, the Debtor asserts that the use of cash collateral is essential for its continued operations, and Citizens Union Bank of Shelbyville, Inc. ("CUB") may be entitled to adequate protection against the deterioration, depreciation, conversion or loss and diminution in value of its cash collateral. CUB has a claim against the Debtor arising from five notes with CUB: (1) that certain term promissory note in the original principal amount of $500,000; (2) certain revolving loan promissory note in the original principal amount of $500,000; (3) that certain promissory note in the original principal amount of $1,430,000 ("Property Note"); (4) that certain promissory note in the original principal amount of $29,847 ("Vehicle Note"); and (5) that certain promissory note in the original principal amount of $63,000 ("Final Note") At the time of the bankruptcy filing, the amount of the CUB's claim under the Note was approximately $1,666,000. The Note is guaranteed in its payment and performance by James Pat Corbett and Sam C. Corbett. The Note is also secured in its payment and performance by that certain Mortgage, Security Agreement (Fixture Filing Statement) and Assignment of Rents and Leases. CUB claims a prepetition security interest in the Debtor's property, including cash collateral. The Debtor states that it has $4,710 in cash, $122,114 in accounts receivable, $321,973 in inventory and $33,617 in equipment. The Debtor estimates the going concern value of CUB's claimed cash collateral is approximately $482,413.20. As and for adequate protection in consideration of the Debtor's continued possession and use of cash collateral, the Debtor shall grant to CUB, replacement liens on all collateral of the same type and priority as CUB held as valid and properly perfected liens prior to the petition date. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/kywb18-31559-2.pdf About Sam Meyers, Inc. Sam Meyers, Inc., f/d/b/a Sam Meyers Uniform Rental Service, d/b/a Sam Meyers Formal Wear, d/b/a Sam Meyers Cleaners and Laundry, d/b/a Capital Cleaners, f/d/b/a Sam Meyers Formal Wear, Incorporated, d/b/a Steamers, f/d/b/a Spalding's Dry Cleaners & Laundry, f/d/b/a Hamilton's Formal Wear, f/d/b/a Hamilton's Tuxedoes, f/d/b/a Meyers & Corbett Realty Company -- http://www.sammeyers.com/-- is a wholesale supplier of men's formal wear and accessories. The company also owns and operates a dry cleaning business in the Midwest. In addition to its Louisville locations, Sam Meyers owns a store in Nashville, Tennessee that specializes in costume rentals and sales in addition to formal wear; a tuxedo store in Evansville, Indiana; and a satellite warehouse in Boston, Massachusetts. Sam Meyers' main warehouse is located in Louisville and consists of 110,000 square feet. Sam Meyers, Inc., filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 18-31559) on May 17, 2018. In the petition signed by James P. Corbett, president. The case is assigned to Judge Alan C. Stout, at the time of filing, the Debtor disclosed $1.80 million total assets and $2.91 million total liabilities. The Debtor is represented by Kaplan Johnson Abate & Bird LLP. SEARS HOLDINGS: Posts $424 Million Net Loss in First Quarter ------------------------------------------------------------ Sears Holdings Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to Holdings' shareholders of $424 million for the 13 weeks ended May 5, 2018, compared to net income attributable to Holdings' shareholders of $245 million for the 13 weeks ended April 29, 2017. The Company generated total revenues of approximately $2.9 billion during the first quarter of 2018, compared with revenues of $4.2 billion in the prior year quarter, with store closures contributing to nearly two thirds of the decline. Total comparable store sales declined 11.9% during the quarter, comprised of a 9.5% decline at Kmart and a 13.4% decline at Sears. While total comparable store sales declined, the Company did experience positive comparable store sales at both Kmart and Sears in several categories, including apparel, footwear and jewelry. As of May 5, 2018, Sears Holdings had $7.28 billion in total assets, $11.39 billion in total liabilities and a total deficit of $4.11 billion. Edward S. Lampert, chairman and chief executive officer of Holdings, said, "In a challenging quarter, we continued to focus on our strategic transformation, identifying additional opportunities to streamline operations and adjust inventory and operating expenses while staying focused on our Best Members, Best Categories and Best Stores. Our Shop Your Way membership program and Integrated Retail Strategy are our key priorities, and we continue to look for new ways to leverage our Shop Your Way ecosystem to drive improvements in value for our members and to increase the frequency and amount of their engagement." "As we look to the remainder of 2018 and beyond, we remain committed to restoring positive Adjusted EBITDA and will continue to explore opportunities to unlock the full potential of our assets for our shareholders. This includes exploring third-party partnerships involving several of our businesses - such as Sears Home Services, Innovel, Kenmore and DieHard - and gaining further momentum around our new smaller store formats that blend brick and mortar and online experiences. We believe these initiatives, among others, will help us to strengthen the Company and better position it for the future." Highlights include: * At May 30, 2018, the Company had $360 million of availability under its revolving credit facility and $281 million of capacity under its general debt basket; * Agreement with Citi Retail Services, subsequent to quarter end, for a long-term extension of the Company's 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, which resulted in $400 million of net cash flow to the Company; * Collaboration with Amazon.com, subsequent to quarter end, to provide full-service tire installation and balancing for customers who purchase any brand of tires on Amazon.com. This makes Sears Auto the first nationwide auto service center to offer Amazon.com customers the convenient Ship-to- Store tire solution integrated into the Amazon.com checkout process. In addition, DieHard all-season passenger tires will now be sold on Amazon.com. This program builds on the success of the Company's earlier launches of Kenmore and DieHard products on Amazon.com, significantly expanding the reach of those brands; * Expansion of LEASE IT program online, making Sears the only national full-service retailer to offer customers a robust assortment of products to lease both online and in-store; * Expansion of exclusive apparel lines with Jaclyn Smith; * Strategic partnership with Truxx to provide the Company's members with unique incentives when they access the innovative truck-sharing platform; and * Strategic partnership with GasBuddy and its Pay with GasBuddy gasoline payment service, which entitles users to a discount on nearly every gallon of gas they pump. Rob Riecker, chief financial officer of Holdings, said, "To support our transformation efforts, we continue to take important, proactive steps to address our capital structure, enhance our liquidity position and provide the Company with additional financial flexibility. We intend to take further action with respect to certain near-term maturities of our debt, including through repayments, refinancings and extensions of such debt." Financial Position At May 5, 2018, the Company had utilized approximately $994 million of its $1.5 billion revolving credit facility due in 2020, consisting of $901 million of borrowings and $93 million of letters of credit outstanding. The amount available to borrow under its credit facility was approximately $20 million, which reflects the effect of its springing fixed charge coverage ratio covenant and the borrowing base limitation in its revolving credit facility, which varies based on the Company's overall inventory and receivables balances. Availability under the Company's general debt basket was approximately $251 million at May 5, 2018. On a pro forma basis, assuming the payment received from the Citi transaction on May 18, 2018, the amount available to borrow under its revolving credit facility would have been $420 million. The Company's total cash balances were $466 million at May 5, 2018, including restricted cash of $280 million, compared to $336 million at Feb. 3, 2018, which included restricted cash of $154 million. Short-term borrowings totaled $1.7 billion at May 5, 2018, consisting of $901 million of revolver borrowings, $570 million of line of credit loans, $140 million of borrowings under the incremental real estate loan and $93 million of borrowings under the new secured loan. On March 14, 2018, the Company closed on the Secured Loan and Mezzanine Loan facilities, pursuant to which the Company received aggregate gross proceeds of $440 million and will contribute $407 million of the proceeds into the Sears pension plans. This relieves the Company of contributions to its pension plans for approximately two years (other than a $20 million supplemental payment due in the second quarter of 2018), further reducing its pension liability. During the first quarter of 2018, the Company also repaid $300 million of its Term Loan due in 2019 and completed private exchange offers and negotiated exchanges of and amendments to certain of its non-first lien debt. As a result of the transactions relating to the non-first lien debt, the maturity of approximately $170 million of the Company's 6 5/8% Senior Secured Notes was extended to October 2019, and the interest on these notes, approximately $214 million of the Company's 8% Senior Unsecured Notes, the Company's $300 million second lien term loan and $100 million of notes issued by a subsidiary of the Company, is payable in kind at the Company's option which, if elected, would reduce cash interest by approximately $60 million per year. Total long-term debt (including current portion of long-term debt and capital lease obligations) was $3.5 billion and $3.2 billion at May 5, 2018 and Feb. 3, 2018, respectively. Strategic Actions As part of the Company's ongoing efforts to streamline the Company's operations and focus on its Best Stores, the Company has identified approximately 100 non-profitable stores, of which 72 will begin store closing sales in the near future. A list of the 72 stores will be posted in the "News/Media" section of searsholdings.com (http://searsholdings.com/media/company-statements). The Company continues to evaluate its network of stores, which are a critical component in its transformation, and will make further adjustments as needed and as warranted. Separately, as previously announced on May 14, 2018, a special committee of the board of directors of the Company has initiated a formal process to explore the sale of the Kenmore brand and related assets, the Sears Home Improvement Products business of the Sears Home Services division and the PartsDirect business of the Sears Home Services division. The Special Committee, which consists solely of independent directors, continues to evaluate the letter, dated April 20, 2018, from ESL Investments, Inc. expressing interest in participating as a purchaser of all or a portion of the Sale Assets. A full-text copy of the Form 10-Q is available for free at: https://is.gd/aocrME 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 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. SHIBATA FLORAL: Unsecureds Recovery Reduced to 49% Under Plan ------------------------------------------------------------- Shibata Floral Company filed with the U.S. Bankruptcy Court for the Northern District of California its latest disclosure statement to accompany its proposed chapter 11 plan date May 18, 2018. The treatment of general unsecured claims has been modified in this latest filing. Under this plan, the Debtor will make quarterly payments of $9,586 over an 8-year period or until the unsecured creditors receive 49% of their claims. Payments will begin on the 30th day following the Effective Date. The initial version of the plan proposed to pay unsecured claimants 50% over a 7-year period. The Debtor will fund the Plan through its ongoing operations. During the course of its Chapter 11 case, the Debtor has operated at a profit with a positive cash flow. The Debtor's most recent monthly operating report (March 2018) shows that over the life of the Chapter 11 case, the Debtor has a profit from operations of $63,650 and cash on hand of $74,862. The Debtor's business is seasonal therefore the profit and cash flow will fluctuate from month to month. A full-text copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/canb17-31143-81.pdf About Shibata Floral Headquartered in San Francisco, California, Shibata Floral Company -- http://www.shibatafc.com-- is a family owned and operated wholesale floral and floral supply distributor servicing the West Coast since 1921. Started as a rose grower, it expanded into carnation growing, chrysanthemum propagation and floral supplies. Shibata Floral has now evolved into a multifaceted distribution business offering thousands of floral related products from all over the world through its locations in the San Francisco, Los Angeles and Portland flower markets. Shibata Floral Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 17-31143) on Nov. 13, 2017, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. Eric L. Shibata, president, signed the petition. Judge Dennis Montali presides over the case. Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes, Kuhner & Little P.C., serves as the Debtor's bankruptcy counsel. SIERRA ENTERPRISES: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service affirmed Sierra Enterprises, LLC's (owner of Lyons Magnus, LLC) B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating. At the same time, Moody's downgraded the company's first lien revolving credit facility and first lien term loan debt rating to B2 from B1. The rating outlook is stable. The downgrade is solely based on a change in the mix of first and second lien debt, and does not reflect a deterioration in Sierra's credit quality. This follows the company's announcement that it intends to raise an incremental $15 million of first lien debt and repay $15 million of second lien debt. The shift in debt mix results in Moody's expectation of a lower recovery on the first lien debt in the event of a default. The affirmation of the CFR reflects Moody's expectation that the company will continue to operate well and generate positive free cash flow over the next year. Moody's affirmed the following ratings: - Corporate Family Rating at B2 - Probability of Default Rating at B2-PD Moody's downgraded the following ratings: - $35 million first lien revolving credit facility to B2 (LGD 3) from B1 (LGD 3) - $210 million first lien term loan due 2024 to B2 (LGD 3) from B1 (LGD 3) The rating outlook is stable. RATINGS RATIONALE The B2 Corporate Family Rating reflects Lyons Magnus' relatively low operating profit margins around 7%, customer concentration with the top 3 customers accounting for over 50% of sales, and moderately high financial leverage with debt/EBITDA at just under 5.0 times. It also reflects the company's well-established market position as a foodservice supplier of specialty beverage and flavor solutions in the U.S., as well as Moody's expectation for relatively stable raw material costs. The stable ratings outlook reflects Moody's expectation that financial leverage will remain high and the company will maintain its good market position. Ratings could be upgraded if the company profitably increases its scale, improves EBIT margins, and reduces debt/EBITDA below 4.0 times. Ratings could be downgraded if the company loses a major client leading to a decline in margins, liquidity deteriorates, EBITA/interest expense falls below 1.5 times, or if debt/EBITDA rises above 6.0 times. Headquartered in Fresno, California, Sierra Enterprises, LLC is the owner of Lyons Magnus, LLC. Lyons produces beverage syrups, nutritional beverages, toppings and other products for customers in the U.S. foodservice, health care, and dairy industries. Sierra is majority owned and controlled by private equity firm Paine Schwartz Partners. Annual revenue is around $570 million. The principal methodology used in these ratings was Gobal Packaged Goods published in January 2017. SIGMA-TECH SALES: US Marshal to Auction Luboffs Lot on July 9 ------------------------------------------------------------- Sabrina Livingston, Supervisor Deputy, US Marshal Service, in Ft. Lauderdale, Florida, will offer for sale and sell at public auction, by certified or cashiers check drawn on a bank in the Southern District of Florida, all the right, title and interest of Alan Luboff and Melissa Luboff in and to the real property located at 6803 NW 116th Avenue, Parkland Florida 33076. The property is described as Lot 13, Block J, Heron Bay East. The auction will be held July 9, 2018, beginning at 12:00 P.M. at the Broward County Courthouse, 201 SE 6th Street, Main Lobby, First Floor, Ft. Lauderdale, Florida 33301, and continuing from day to day until the property is disposed of. The auction is being conducted pursuant to the Order of the U.S. Bankruptcy Court for the Southern District of Florida granting Plaintiff's Motion to Impose Equitable Lien in Proceeding Supplementary entered on October 11, 2017, in the adversary case, Scott N. Brown, as Chapter 7 Trustee, Plaintiff, v. Alan Luboff, an individual, Melissa Luboff, an individual, Disc-O-Tech, Inc., a Florida corporation, Gold Star Technology, Inc., a Florida corporation, and AHLO, Inc., a Florida corporation, Defendants, Adv. No. 15-01389-JKO (Bankr. S.D. Fla.). Mr. Brown is the Trustee in the Chapter 7 bankruptcy case, In re: Sigma-Tech Sales, Inc., Case No. 14-11366-JKO (Bankr. S.D. Fla.). The Bankruptcy Court entered a Writ of Execution to the U.S. Marshal dated October 25, 2017, and the U.S. Marshal's Service on November 5, 2017 at 11:00 a.m., levied upon the real property as set forth in the Order. Attorneys for the Chapter 7 Trustee: John E. Page, Esq. SHRAIBERG LANDAU & PAGE, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, FL 33431 Telephone: 561-443-0800 Facsimile: 561-998-0047 E-mail: jpage@slp.law SOLENIS INT'L: S&P Rates $1.45 Billion 1st-Lien Term Loan 'B-' -------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level and '3' recovery ratings to Solenis International L.P.'s subsidiaries' proposed $1.25 billion first-lien term loans (split between USD and Euros denominations) and $200 million revolving credit facility. Solenis Holdings 1 LLC, Solenis Holdings 2 LLC, and Solenis Holdings 3 LLC are the co-borrowers on all facilities. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; estimated: 50%) recovery to creditors in the event of a payment default. S&P Global Ratings' also assigned its 'CCC+' issue-level and '5' recovery ratings to Solenis International L.P.'s subsidiaries' proposed $400 million second-lien term loan. S&P said, "We expect the company to use these proceeds to refinance its capital structure. The '5' recovery rating indicates our expectation of modest (10%-30%; estimated: 20%) recovery to creditors in the event of a payment default." S&P said, "At the same time, we affirmed our 'B-' issue-level and '3' recovery ratings on the company's existing credit facility and first-lien term loans. Additionally, we affirmed our 'CCC+' issue-level and '5' recovery ratings on the company's existing second lien term loans. "We expect to withdraw the issue-level ratings on the company's existing $200 credit facility, $630 million, EUR315 million, and EUR100 million first-lien term loans when the company fully repays them. We also expect to withdraw the issue-level ratings on the company's existing $470 million second-lien term loan. "Our 'B-' corporate credit rating and negative rating outlook on Solenis International L.P are unchanged." RATINGS LIST Solenis International L.P. Corporate Credit Rating B-/Negative/-- New Ratings Solenis Holdings 1 LLC Solenis Holdings 2 LLC Solenis Holdings 3 LLC Senior Secured US 1st lien term loan B- Recovery rating 3(50%) Euro 1st lien term loan B- Recovery rating 3(50%) $200 mil revolv credit facility B- Recovery rating 3(50%) $400 mil second-lien term loan CCC+ Recovery rating 5(20%) Ratings Affirmed; Recovery Expectation Revised To From Solenis International L.P. Solenis Holdings 3 LLC Senior Secured B- B- Recovery Rating 3(50%) 3(65%) Senior Secured CCC+ CCC+ Recovery Rating 5(20%) 5(15%) SOUTHCROSS ENERGY: AMID Merger 'Outside Date' Moved to June 15 -------------------------------------------------------------- Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC, the general partner of the Partnership, American Midstream Partners, LP, American Midstream GP, LLC, the general partner of AMID and Cherokee Merger Sub LLC, a wholly owned subsidiary of AMID ("Merger Sub"), have entered into Amendment No. 1 to their Merger Agreement. As previously reported in a Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission on Nov. 2, 2017, the Partnership and SXE GP entered into an Agreement and Plan of Merger dated as of Oct. 31, 2017 with AMID, AMID GP and Merger Sub pursuant to which the Partnership will merge with and into Merger Sub, with the Partnership continuing its existence under Delaware law as the surviving entity in the Merger and wholly owned subsidiary of AMID. The Merger Agreement provides that each of SXE and AMID may terminate the Merger Agreement under certain circumstances, including if the Merger is not consummated by June 1, 2018. Pursuant to Amendment No. 1 to the Merger Agreement, the parties have agreed to change the Outside Date to June 15, 2018. A full-text copy of the Amended Merger Agreement is available for free at https://is.gd/Ox95gK On June 1, 2018, AMID, AMID GP and Southcross Holdings LP, a Delaware limited partnership, entered into Amendment No. 1 to the Contribution Agreement. As previously reported in the Prior Form 8-K, Holdings entered into a Contribution Agreement dated as of Oct. 31, 2017 with AMID and AMID GP pursuant to which Holdings will contribute its equity interests in a new wholly owned subsidiary, which will hold substantially all the current subsidiaries (Southcross Holdings Intermediary LLC, a Delaware limited liability company, Southcross Holdings Guarantor GP LLC, a Delaware limited liability company, and Southcross Holdings Guarantor LP, a Delaware limited partnership, which in turn directly or indirectly own 100% of the limited liability company interest of SXE GP and approximately 55% of SXE common units) and business of Holdings, to AMID and AMID GP in exchange for (i) the number of AMID common units equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement, divided by $13.69, (ii) 4.5 million new Series E convertible preferred units of AMID, (iii) options to acquire 4.5 million AMID common units, and (iv) 15% of the equity interest in AMID GP. The Contribution Agreement provides that each of Holdings, AMID or AMID GP may terminate the Contribution Agreement under certain circumstances, including if the Contribution is not consummated by the Outside Date. Pursuant to Amendment No. 1 to the Contribution Agreement, the parties have agreed to, among other items, change the Outside Date to June 15, 2018. About Southcross Energy Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGL. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. As of March 31, 2018, Southcross had $1.08 billion in total assets, $603.4 million in total liabilities and $482.78 million in total partners' capital. Southcross Energy incurred a net loss attributable to partners of $67.65 million in 2017 following a net loss attributable to partners of $94.99 million in 2016. * * * In February 2017, S&P Global Ratings said that it affirmed its 'CCC+' corporate credit and senior secured issue-level ratings on Southcross Energy Partners L.P. The outlook is stable. The rating action reflects S&P's view that the recent credit agreement amendment limits the likelihood of a default in the next two years as the partnership will have an improved liquidity position and need no longer adhere to its leverage covenants. In January 2016, Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. Southcross' Caa1 'CFR' reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and Moody's expectation of continued high leverage and challenging industry conditions into 2017. SPANISH BROADCASTING: Renews CEO's Contract for Another 4 Years --------------------------------------------------------------- Spanish Broadcasting System, Inc., renewed its employment agreement with Raul Alarcon, its chairman of the Board of Directors of the Company, chief executive officer and president. The Employment Agreement replaces and supersedes an employment agreement between the Company and Mr. Alarcon that was entered into on June 5, 2014. Under the Employment Agreement, Mr. Alarcon will continue to serve as chairman of the Board, chief executive officer and president. The Employment Agreement is deemed to be effective as of May 29, 2018 and continues through Dec. 31, 2022. The Employment Agreement automatically renews for one successive three-year term until Dec. 31, 2025 unless either party notifies the other that it will not renew the Employment Agreement. After Dec. 31, 2025, the Employment Agreement automatically renews for successive one-year terms unless sooner terminated pursuant to the terms of the Employment Agreement. Under the Employment Agreement, Mr. Alarcon is entitled to receive an annual base salary of $1,750,000. Mr. Alarcon can also earn an annual performance bonus of up to $750,000 based on the Company's achieving a certain level of earnings before interest, taxes, depreciation and amortization and a discretionary bonus as determined by the Compensation Committee of the Board. The Employment Agreement provides for a retention bonus equal to $1,616,668, with $216,668 payable upon execution of the Employment Agreement and $50,000 per month for 28 months. Mr. Alarcon is entitled to participate in all employee benefit plans and arrangements of the Company, including without limitation, all life, group insurance and health insurance plans and all disability, retirement, stock option and other employee benefit plans of the Company. Mr. Alarcon is entitled to the use of one automobile and the services of a driver at the expense of the Company and reimbursement from the Company for insurance, maintenance and fuel expenses related thereto. Mr. Alarcon is also entitled to life insurance and reimbursement for personal tax and accounting services and certain legal expenses. Mr. Alarcon's employment under the Employment Agreement will terminate: (a) for cause or (b) by reason of Mr. Alarcon's death or disability. If Mr. Alarcon's employment is terminated for cause, the Company will pay his accrued base salary and all other benefits accrued through the date of termination. If Mr. Alarcon's employment is terminated due to his death or disability, the Company will pay his accrued base salary and all other benefits accrued through the date of termination and all non-vested options immediately vest. Under the terms of the Employment Agreement, Mr. Alarcon has agreed not to disclose any confidential information concerning the Company's business. In addition, Mr. Alarcon has agreed not to solicit or to interfere with the Company's relationship with any of the Company's employees or independent contractors or to interfere with the Company's relationship with any person or entity with which the Company had any contractual or business relationship until one year following termination of his employment. Furthermore, Mr. Alarcon has agreed not to provide competing services until one year following termination of his employment. About Spanish Broadcasting Based in Miami, Florida, Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- is a Spanish-language media and entertainment company with radio and/or television stations in the top U.S. Hispanic markets, including Puerto Rico. Spanish Broadcasting and its subsidiaries own 17 radio stations in the Los Angeles, New York, Puerto Rico, Chicago, Miami and San Francisco markets. In addition, the Company owns and operates six television stations, which operate as one television operation, branded as "MegaTV." We also has various MegaTV broadcasting outlets under affiliation or programming agreements. As part of its operating business, the Company produce live concerts and events and maintain multiple bilingual websites, including www.LaMusica.com, Mega.tv, various station websites, as well as the LaMusica mobile app providing content related to Latin music, entertainment, news and culture. The report from the Company's independent accounting firm Crowe Horwath LLP, the Company's auditor since 2013, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the 12.5% Senior Secured Notes had a maturity date of April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the notes when they became due. In addition, for the year ended Dec. 31, 2017, the Company had a working capital deficiency and negative cash flows from operations. These factors raise substantial doubt about its ability to continue as a going concern. Spanish Broadcasting reported net income of $19.62 million for the year ended Dec. 31, 2017, compared to a net loss of $16.34 million for the year ended Dec. 31, 2016. As of Dec. 31, 2018, Spanish Broadcasting had $435.9 million in total assets, $531.81 million in total liabilities and a total stockholders' deficit of $95.91 million. * * * In May 2017, S&P Global Ratings withdrew its 'D' corporate credit rating and issue-level ratings on Spanish Broadcasting System. "We withdrew the ratings because we were unlikely to raise them from 'D', based on SBS' ongoing plans to restructure its debt," said S&P Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS to 'D' on April 21, 2017, following the company's announcement that it didn't repay its $275 million 12.5% senior secured notes that were due April 15, 2017, as reported by the TCR on May 25, 2017. In April 2017, Moody's Investors Service downgraded SBS's corporate family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family rating reflects an elevated expected loss rate following the default under the company's 12.5% senior secured notes due April 2017. SPECTRUM HEALTHCARE: Coburn Appointed as Fenwood Manor Receiver --------------------------------------------------------------- The Superior Court for the Judicial District of Hartford on May 2, 2018, entered an order appointing Timothy Coburn as receiver of Spectrum Healthcare Manchester, LLC of Manchester, Connecticut d/b/a Crestfield Rehabilitation Center and Fenwood Manor. Any secured or unsecured creditor including, without limitation, any person or entity claiming a security interest, lien or other right with respect to property owned by the Defendant, and/or any person or entity asserting any other type of claim whatsoever, with respect to claims arising prior to the Receivership Date, is hereby instructed and directed to provide written notice of the creditor's claim to the Receiver at Spectrum Healthcare Manchester, LLC of Manchester, CT d/b/a Crestfield Rehabilitation Center and Fenwood Manor, 565 Vernon Street, Manchester, CT 06042 for delivery no later than June 30, 2018. The notice of claim must state the amount of the claim, the basis for the claim (e.g., arising from contract for products or services, loans, etc.) and supporting documentation of the claim. Notice of claims must be submitted in original form and may not be faxed. Nothing is intended to be nor shall be deemed to be an admission by the Receiver as to the validity of any claim, secured or unsecured, including any alleged leasehold interest, security interest or lien, or a waiver by the Receiver of any rights with respect to any receivership property, all of which, including the right to contest any alleged security interest, lien or claim are hereby expressly reserved. Any secured or unsecured creditor, including any person or entity asserting a leasehold interest, security interest or lien upon property owned or leased by or leased to the Defendant, and/or any type of claim whatsoever, with respect to claims arising prior to the Receivership Date, who fails to comply with the provision of this notice on or before the Bar Date shall be deemed to have waived all interests in its claim. The Court will hold a hearing on July 17, 2018, at 10:00 a.m. at the Connecticut Superior Court, 95 Washington Street, Hartford, Connecticut 06106, at which time the Court may hear and consider the Receiver's motion to acknowledge pre-receivership claims filed by the bar date; and to enjoin permanently noncompliant pre-receivership claims and/or pre-receivership claims not filed through the claims adjudication procedure. The Receiver may be reached at: Timothy Coburn, Receiver Spectrum Healthcare Manchester, LLC of Manchester, CT d/b/a Crestfield Rehabilitation Center and Fenwood Manor 565 Vernon Street Manchester, CT 06042 Counsel to the Receiver is: Jon P. Newton, Esq. Reid and Riege, P.C. One Financial Plaza 755 Main Street, 21st Floor Hartford, CT 06103 Tel: (860) 278-1150 Fax: (860) 240-1002 E-mail: jnewton@reidandriege.com The receivership case is, State of Connecticut Commissioner of Social Services V. Spectrum Healthcare Manchester, LLC of Manchester, Ct. d/b/a Crestfield Rehabilitation Center and Fenwood Manor, Docket No.: HHD-CV-18-6093929-S, pending before the Superior Court Judicial District of Hartford. STERLING ENTERTAINMENT: Hires Berkshire as Property Managers ------------------------------------------------------------ Sterling Entertainment Group LV, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Berkshire Hathaway, as property managers to the Debtor. Sterling Entertainment requires Berkshire to: -- act as the property managers for the Debtor’s real property located at 1531 Las Vegas Boulevard South, Las Vegas, Nevada; -- coordinate maintenance appointments at the Property, conducting routine exterior and interior inspections of the Property; -- respond to code enforcement and safety concerns, if any, at the Property; and -- provide testimony regarding the Property should such testimony become necessary. Berkshire will be paid as follows: 1. Management Fee. Berkshire will be paid a Management Fee of 4% of the gross receipts collected, but in no event shall said monthly fee be less than $1,000. 2. Leasing Fee. Berkshire will be paid 6% on the gross value of the lease negotiated. 3. Renovation & Construction Services. The fee will be 2% to 4% of the cost up to $100,000. Christopher McGarey, a partner at Berkshire Hathaway, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Berkshire can be reached at: Christopher McGarey BERKSHIRE HATHAWAY 8850 W Sunset, Suite 200 Las Vegas, NV 89148 Tel: (702) 735-0411 About Sterling Entertainment Group Sterling Entertainment Group LV, LLC, owns Olympic Garden Gentlemen's Club located at 1531 Las Vegas Boulevard, Las Vegas, Nevada 89104 as well as the real property associated with it. The Club is currently not operational and does not generate any cash flow for the Company. Sterling Entertainment also owns a commercial space located at 1507 Las Vegas Boulevard South, Las Vegas, Nevada 89104 and rents it to a commercial tenant. The Company previously sought bankruptcy protection on July 6, 2017 (Bankr. D. Nev. Case No. 17-13662). Sterling Entertainment Group LV, LLC, based in Los Angeles, CA, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-11484) on March 20, 2018. In the petition signed by Amadouba Tall, trustee of the Salahadin Family Trust, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Laurel E. Davis presides over the case. Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, serves as bankruptcy counsel. STERLING ENTERTAINMENT: Revises Treatment of Aristotle's Claim -------------------------------------------------------------- Sterling Entertainment Group LV LLC filed its latest Chapter 11 plan of reorganization, which contains changes to the proposed treatment of Aristotle Holding Limited Partnership's Class 2 secured claim. Under the latest plan, Aristotle's Class 2 secured claim will be paid: (i) the amount of the proceeds from Sterling's exit financing; (ii) with the balance owed, if any, secured by a first deed of trust against the Boston Pizza property located at 1507 Las Vegas Boulevard South, Las Vegas, Nevada, and a second deed of trust against the real property located at 1531 Las Vegas Boulevard South and 1507 Las Vegas Boulevard South; (iii) principal and interest payments of $7,000 per month, based on a balance owed of $1.8 million, amortized over 30 years at 2% interest, and otherwise paid in accordance with the loan agreement between Sterling and Aristotle; and (iv) due and payable on the same maturity date as Sterling's exit financing, up to the amount due and owing with respect to the loan documents, and after the payment of allowed administrative claims and Class 1 claims. Further, the holder of the Class 2 secured claim will be required to marshal its collateral by collecting first upon the first deed of trust against the Boston Pizza property, according to the latest plan filed with the U.S. Bankruptcy Court for the District of Nevada. Copies of the first amended Chapter 11 plan of reorganization and disclosure statement are available for free at: http://bankrupt.com/misc/nvb18-11484-129.pdf http://bankrupt.com/misc/nvb18-11484-130.pdf A full-text copy of the original Disclosure Statement is available at: http://bankrupt.com/misc/nvb18-11484-93.pdf About Sterling Entertainment Group Sterling Entertainment Group LV, LLC owns Olympic Garden Gentlemen's Club located at 1531 Las Vegas Boulevard, Las Vegas, Nevada 89104 as well as the real property associated with it. The Club is currently not operational and does not generate any cash flow for the Company. Sterling Entertainment also owns a commercial space located at 1507 Las Vegas Boulevard South, Las Vegas, Nevada 89104 and rents it to a commercial tenant. The Company previously sought bankruptcy protection on July 6, 2017 (Bankr. D. Nev. Case No. 17-13662). Sterling Entertainment Group LV, LLC, based in Los Angeles, California, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-11484) on March 20, 2018. In the petition signed by Amadouba Tall, trustee of the Salahadin Family Trust, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Laurel E. Davis presides over the case. Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, serves as bankruptcy counsel. SUPERIOR INVESTMENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Superior Investment Holding Company, LLC dba Superior Car Washes dba Superior Car Sales dba Jefferson Hotel dba Slack Group dba Lamache's Italian Restaurant dba Airline C-Store POB 741 Minden, LA 71058 Business Description: Superior Investment Holding Company, LLC has equitable interests in 72 real estate properties located in Louisiana having a total current value of $10.82 million. Chapter 11 Petition Date: June 30, 2018 Court: United States Bankruptcy Court Western District of Louisiana (Shreveport) Case No.: 18-10849 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: James W. Spivey, II, Esq. JAMES W. SPIVEY II, ATTORNEY AT LAW 1515 North 7th St. West Monroe, LA 71291 Tel: (318) 387-3666 Fax: (318) 387-3630 Email: office@jspiveylaw.com Total Assets: $10.91 million Total Liabilities: $11.13 million The petition was signed by Jeff Slack, owner. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/lawb18-10849.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Adair Assets 1805 Hwy 80/ $5,394 carwash Blanchard Land Co. 2658 Old Minden $9,028 Cal Acadia Properties 435 Homer Road, $300,000 POB 449 Minden, LA Crowley, LA 70527 Commercial Property and 15 other pieces of property Cass Street 1805 Hwy 80/ $11,640 Capital/BMO Harris carwash Claude Dance 1790 Airline Drive $7,663 store/carwash Dewayne Brumley 352 Hilltop $7,193 Gibsland Bank and Trust 1309 Sibley $4,863,352 POB 180 Road, Minden, LA Gibsland, LA and 26 other pieces 71028-0180 of properties Gulden, LLC 8955 Mansfield Road $7,589 Keithville Land Co., LLC 5065 Albany Road $7,170 Keithville Land Co., LLC 6549 Luke Lane $4,015 Kevin Lee House 2832 Lakeview $5,129 Melvin Davis 9679 Caddo Lake $8,786 Midwest Management/US Bank 2621 Village Lane $16,811 Minden Building & Loan $2,837,771 100 MBL Bank Drive Minden, LA 71055 R&D Tax Sale Properties 6108 Shed Road $4,586 Carwash Richard C. Taylor $61,764 Richland State Bank 706 Main Street, $207,963 Minden, LA, 3 additional pieces of property and Crowline boat & trailer (Commercial Rental property) Sam Moorehead 204 Morris Drive, $15,000 Minden, LA (Land) Southern BanCorp 1360 Airport Road $450,000 4138 Central Avenue Hot Springs, AR/ Hot Springs, AR carwash Webster Services 7 properties $80,000 SUPERIOR PLUS: S&P Puts 'BB' Corp. Credit Rating on Watch Negative ------------------------------------------------------------------ S&P Global Ratings said it placed its ratings on Toronto-based Superior Plus Corp., including its 'BB' long-term corporate credit rating and issue-level ratings on the company, on CreditWatch with negative implications. The CreditWatch placement follows Superior Plus' announcement to acquire certain retail propane assets from NGL Energy Partners L.P. for approximately US$900 million (C$1.15 billion). Superior Plus has also announced a bought deal equity offering of C$400 million to finance part of the transaction, with the remaining portion (about C$750 million) expected to be funded with debt. S&P said, "We estimate that leverage will materially increase and our three-year, weighted-average adjusted funds from operations (AFFO)-to-debt could remain below 20%, a level that could lead us to take a negative rating action on Superior Plus. We expect the transaction to close by July 2018." S&P said, "We view the acquisition to be complementary to Superior Plus' existing operations and believe it will improve the company's position in the propane distribution segment in the U.S. by enhancing Superior Plus' scale, scope, and diversity. We expect the acquisition to contribute about C$100 million-C$115 million in annual EBITDA. In addition, we see potential for operational efficiencies and meaningful cost savings from the acquisition (management expects annual synergies of about C$25 million within 24 months of the transaction's close). "However, we believe these merits are unlikely to warrant an improvement in the business risk profile, which remains constrained by the company's weak pricing power and concentration in niche markets. In addition, we expect some execution risk in integrating the acquisition. Superior Plus is also in the process of integrating the Canwest Propane acquisition that closed in 2017. In addition, we believe the incremental cash flows and synergies will likely not be sufficient to temper the increase in leverage in 2018. "We expect to resolve the CreditWatch placement in the next 90 days once we have further details about Superior Plus' plans to finance the transaction and the impact on the company's financial risk profile. We could lower the rating or assign a negative outlook, if we expect AFFO-to-debt to remain and stay below 20%. Based on our initial view of the transaction, we believe a downgrade would be limited to one notch." TAOW LLC: Plan to be Funded from Contracts with MGJV, KASO ---------------------------------------------------------- TAOW LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a disclosure statement describing its plan of reorganization. TAOW LLC is a California limited liability company organized by Rene G. Boisvert in January of 2010. Boisvert is Debtor's sole member and manager. Boisvert was self-employed as a licensed California real estate broker engaged in arranging real estate loans, representing parties in real estate sale transactions, and providing consulting services to real estate developers and investors. Around 2004, Boisvert also began the business of identifying and procuring land in Oakland, California to develop into residential properties. Boisvert typically forms a single-member limited liability company which, by itself, or with other investors, develop residential properties. Class 7 under the plan consists of the non-priority unsecured claims. The State of California, Franchise Tax Board has filed a proof of a $5,352.29 non-priority unsecured claim against the Debtor. The Plan requires the Debtor to pay Class 7 claims the allowed amount of their claims, plus interest at 2.32% per annum (the legal rate for federal court judgments) in equal installments on Dec. 31, 2018, Dec. 31, 2019, and Dec. 21, 2020. Because the estate of the Debtor may be solvent, Class 7 claimholders may accept or reject the Plan. The Plan states that all property of the bankruptcy estate will revest in the Debtor upon confirmation of the Plan. The Debtor will retain its interests in the real property known as 610 Boulevard Way, Oakland California, and its interest in its consulting contracts with MGJV LLC and KASO LLC. The primary source of money to be distributed under the Plan is Debtor's contracts with MGJV and KASO. The secondary source is a prospective loan secured by 610 Boulevard Way. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb18-40158-40.pdf About TAOW LLC TAOW LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 18-40158) on Jan. 18, 2018, estimating less than $1 million in assets and liabilities. The Debtor tapped the Law Offices of Lawrence L. Szabo in Oakland, California, as counsel. TEXAS SEMI TRUCK: To Pay Unsecureds $300 in 18 Monthly Payments --------------------------------------------------------------- Texas Semi Truck Sales, LLC, submits a second amended disclosure statement and plan of reorganization dated May 18, 2018. Robert Heggy owns 100% of Texas Semi and is its president and general manager. Heggy will continue as president and general manager as long as he remains the owner, but he is open to the possibility of selling his ownership of the Debtor. If he sells his ownership of the Debtor, the buyer will determine the future management of Texas Semi. Texas Semi believes that its current operations will generate more than sufficient income to fund the proposed bankruptcy plan. Texas Semi intends to pursue a sale of the property. The listing price will be an agreed amount with Stallion Funding, LLC, or if an agreement cannot be reached, based on an appraised value. Texas Semi has agreed with Stallion for a one year time period to sell the Property. Texas Semi may also pursue the re-financing of the Property at the same time. Class 7 consists of all unpaid, pre-petition, allowed, unsecured, non-priority claims against Texas Semi. Texas Semi estimates that the total amount of claims in this class--including the unsecured and non-priority portions of the claims of secured and priority creditors--is approximately $5,200 or less. Texas Semi will pay 100% of the amount owed to Class 7 in approximately 18 equal monthly payments of $300 per month. Payments to Class 7 will start on the fifth day of the 2nd full calendar month following the Effective Date of the Plan. If the Property or business is sold, the Debtor will fully pay all claims in Class 7 within 15 months of the Effective Date. Texas Semi believes that the proposed Plan is feasible. Texas Semi adequately maintained its debt before August 2017 and its financial problems were largely the result of Hurricane Harvey, rather than on-going problems with the business itself. The truck wash is advantageously located across from a busy truck stop that is likely to provide Texas Semi with a sufficient volume of business to meet the Plan requirements. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-36582-60.pdf About Texas Semi Truck Sales, LLC Based in New Braunfels, Texas, Texas Semi Truck Sales, LLC dba Johnny Macs Truck and RV Wash, operates a truck wash business. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-36582) on Dec. 4, 2017, estimating their assets at between $1 million and $10 million and their debts at between $500,000 and $1 million. The petition was signed by Robert Heggy, its general manager. Judge Marvin Isgur presides over the case. Reese W Baker, Esq., at Baker & Associates serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at between $1 million and $10 million and its debts at between $500,000 and $1 million. The petition was signed by Robert Heggy, general manager. TROY'S DELI: Plan Outline Okayed, Plan Hearing on July 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on July 10 to consider approval of the Chapter 11 plan for Troy's Deli & Pizzeria, Inc. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order, signed by Judge Cecelia Morris on May 3, set a July 3 deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan. On February 16, 2018, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan. About Troy's Deli & Pizzeria Troy's Deli & Pizzeria, Inc., based in Kerhonkson, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-36010) on June 12, 2017, estimating under $1 million in both assets and liabilities. Judge Cecelia Morris presides over the case. Michelle L. Trier, Esq., at Genova & Malin, serves as bankruptcy counsel. VER TECHNOLOGIES: Committee, et al., Object to Disclosure Statement ------------------------------------------------------------------- The Official Committee of Unsecured Creditors, the "FTF Parties," and Andrew R. Vara, the Acting United States Trustee for Region 3, objected to the adequacy of the Disclosure Statement explaining VER Technologies HoldCo LLC and its affiliates' Chapter 11 Plan. The Committee complained that the original Plan proposed that the value of all of the Debtors' assets are allocated to the Prepetition ABL Lenders, the Prepetition Term Loan Lenders, and DIP Lenders while the estimated $61,961,668 in General Unsecured Claims will receive, in the Debtors' own words, an "undisclosed de minimis recovery." The Disclosure Statement's bold pronouncement that the Plan "maximizes recoveries available for all constituents, [and] provides for an equitable distribution to the Debtors’ stakeholders" is nothing more than a platitude lacking any disclosed substance. In fact, the Debtors conceded at the May 4, 2018 hearing that there likely will be no recovery for general unsecured creditors. The Committee complains that the defects in the Disclosure Statement include, among other things: * lack of adequate information regarding the treatment and method of calculation of the General Unsecured Claims; * lack of adequate information regarding the identity and value of any assets of the Debtors not subject to a Lien and available for distribution to General Unsecured Claims; * lack of adequate disclosure regarding the 2014 LBO, including the Debtors' pre- and post-LBO solvency and capital positions, as well as the events leading to the Debtors' post-LBO liquidity crisis and these chapter 11 cases; * lack of adequate details concerning the Intercompany Claims; and * lack of adequate financial projections supporting feasibility. The FTF Parties assert that prior to the commencement of the Bankruptcy Cases, the Debtors, under the ownership and management of Catterton, systematically dismantled a once thriving business through a series of poorly-conceived investments and business decisions. In an effort to extricate itself, Catterton entered into a restructuring support agreement with the Debtors and other interested parties, which requires, among other things, that the Debtors administer the bankruptcy estates at breakneck speed in order to meet certain milestones, including, without limitation, the confirmation of a plan of reorganization within 100 days of the Petition Date. To balance the potential detriment of such exigency and protect the interests of creditors, full and complete transparency and disclosure are essential so creditors and interested parties are fully apprised of material facts. The FTF Parties complain that the Debtors, however, have failed to provide the necessary transparency to sustain the administration of the bankruptcy estates within the proposed milestones while ensuring no detriment will come to creditors and interested parties from such expedited proceedings. To the contrary, since the outset of the Bankruptcy Cases, the Debtors have sought to deprive creditors and interested parties of essential information, including failing to provide relevant information regarding nearly $20 million in payments to prepetition unsecured creditors and the outright refusal to answer even the most basic of questions during the section 341(a) meeting of creditors regarding the Plan or Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of VER Technologies HoldCo LLC and its Debtor Affiliates pursuant to Chapter 11 of the Bankruptcy Code. The Disclosure Statement is yet another example of the absence of the requisite transparency and fulsome disclosure required to sustain the expedited schedule set forth in the RSA. The U.S. Trustee objects to approval of the Disclosure Statement and solicitation procedures for a variety of reasons, including but not limited to: a. The Disclosure Statement does not contain "adequate information" about the value of the Debtors' assets being contributed to the Merger; b. The proposed exculpation clause includes improper parties; c. The proposed release provisions do not contain adequate opt-out provisions; d. The Plan does not provide adequate notice for parties in interest to object to the contents of the Plan Supplement. The Plan also contains broad release and exculpation provisions that are inconsistent with the Bankruptcy Code. Further, the proposed solicitation procedures propose to not serve parties entitled to be served with confirmation materials. The Plan Supplement deadlines will not afford an adequate opportunity to object to their contents. The U.S. Trustee asserts that the disclosure statement should not be approved, and the Plan should not be confirmed. The disclosure statement omits crucial valuation data which is at the heart of the required disclosures. The Debtors' propose to not file their Plan Supplement until seven days prior to the deadline to object to the Plan. This is too short a time period under the facts and circumstances of this case to afford parties in interest a fair opportunity to object to the contents of the Plan Supplement, including cure executory contract cure claims. The Plan contains non-consensual third-party releases and exculpation provisions that are contrary to applicable law. The U.S. Trustee leaves the Debtors to their burden of proof and reserves any and all rights, remedies and obligations to, inter alia, complement, supplement, augment, alter and/or modify this objection, file an appropriate Motion and/or conduct any and all discovery as may be deemed necessary or as may be required and to assert such other grounds as may become apparent upon further factual discovery. A full-text copy of the FTF Parties' Objection is available at: http://bankrupt.com/misc/deb18-10834-363.pdf A full-text copy of the U.S. Trustee's Objection is available at: http://bankrupt.com/misc/deb18-10834-362.pdf The Committee is represented by: Christopher M. Samis, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE 19801 Telephone: (302) 353-4144 Facsimile: (302) 661-7950 Email: csamis@wtplaw.com kgood@wtplaw.com astulman@wtplaw.com -- and -- Alan G. Tippie, Esq. Mark S. Horoupian, Esq. Victor A. Sahn, Esq. David S. Kupetz, Esq. Daniel A. Lev, Esq. SULMEYERKUPETZ, A.P.C. 333 South Hope Street, 35th Floor Los Angeles, CA 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 Email: atippie@sulmeyerlaw.com mhoroupian@sulmeyerlaw.com vsahn@sulmeyerlaw.com dkupetz@sulmeyerlaw.com dlev@sulmeyerlaw.com Attorneys for the FTF Parties -- New FTF, Inc., REVV Property, LLC, Ruberta Property, LLC, FAAST Leasing San Francisco, LLC, FAAST Leasing San Diego, LLC, FAAST Leasing Louisiana, LLC, FAAST Leasing Texas, LLC, FAAST Leasing Florida, LLC, FAAST Leasing Arizona, LLC, FAAST Leasing Tennessee, LLC, FAAST Leasing Georgia, LLC, Vincent Dundee III, and Judith Dundee: Matthew G. Summers (No. 5533) Laurel D. Roglen (No. 5759) Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4428 Facsimile: (302) 252-4466 Email: summersm@ballardspahr.com roglenl@ballardspahr.com -and- Howard J. Weg Michael T. Delaney Robins Kaplan LLP 2049 Century Park East Suite 3400 Los Angeles, CA 90067 Telephone: (310) 552 0130 Facsimile: (310) 229 5800 Email: Hweg@robinskaplan.com Mdelaney@robinskaplan.com About VER Technologies VER Technologies is a global provider of production equipment and engineering support. With the world's largest inventory of rental equipment, VER supplies the most advanced technology to a broad array of clients in the TV, cinema, live events, broadcast and corporate markets. Clients rely on VER's depth of experience in Broadcast, Audio, Video, Lighting, LED, Cameras, Rigging, Media Servers, Fiber and more. With 35 offices across North America and Europe, 24/7 support, and unparalleled expertise, VER can support any live or taped production anywhere in the world. VER Technologies, et al., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Case No. 18-10834) on April 5, 2018. In its petition signed by Digby Davies, CEO. VER Technologies HoldCo disclosed $0 to $50,000 in assets and $ $10 million to $50 million in liabilities. The Hon. Kevin Gross presides over the case. The Debtors tapped Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP as their legal counsel; AlixPartners LLP as restructuring advisor; PJT Partners as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Skadden, Arps, Slate, Meagher & Flom LLP, and Perella Weinberg Partners serve as advisors to Bank of America Merrill Lynch. FTI Consulting and Morgan, Lewis & Bockius LLP serve as advisors to GSO Capital Partners. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on April 12, 2018. The Trustee tapped Whiteford Taylor & Preston LLC and Sulmeyerkupetz, a Professional Corporation, as legal counsel. VERTEX AEROSPACE: S&P Assigns 'B' Corp. Credit Rating, Outlook Pos. ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Vertex Aerospace Services Corp. The outlook is positive. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed $330 million term loan B due in 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. "Our rating on Vertex reflects the company's limited contract diversity, small scale and scope of operations, risks of operating as an independent company, low barriers to entry, and low but improving margins in the competitive government services market. The company's good platform diversity and improving cost structure slightly offset these factors. After the acquisition closes, we expect Vertex's pro forma debt to EBITDA to be above 5.5x in 2018 before improving to 4x-4.6x in 2019 as a result of corporate- and contract-level cost structure improvements. "Our positive outlook on Vertex reflects our expectation that debt to EBITDA will improve to 4x-4.6x in 2019 from above 5.5x in 2018, as the company benefits from higher earnings with the improved cost structure post divestiture, better bidding, and better contract level cost controls. It also reflects our expectation that the financial sponsor will maintain a more conservative financial policy. "We could raise the rating on Vertex in the next 12 months if debt to EBITDA declines below 5x and we expect it to stay there even with possible acquisitions or dividends. This could occur if company is able to realize planned cost savings, does not have any major contract losses or operational problems, and utilizes excess cash to pay down debt. Furthermore, we would have to believe the company's financial sponsor is committed to maintaining this level of leverage or better. "We could revise the outlook to stable if debt to EBITDA remains above 5x in the next 12 months and we do not expect it to improve. This could be the result of contract losses, problems with the separation from L3, lower-than-expected cost savings, or the financial sponsor acting more aggressively than we expect, such as pursuing large debt financed acquisitions or dividends." VIZIENT INC: S&P Alters Outlook to Positive & Affirms 'B+' CCR -------------------------------------------------------------- S&P Global Ratings affirmed all ratings on Vizient Inc., including the 'B+' corporate credit rating, and revised the outlook to positive from stable. The positive outlook reflects the trajectory of deleveraging and our expectation that the company will continue to grow and allocate cash flow for further deleveraging. S&P could raise the rating as it gains more confidence that leverage will generally remain below about 4.5x. The positive outlook reflects the potential that S&P could raise its rating on Vizient to 'BB-' if it gains more confidence that leverage will generally remain below 4.5x. W3 TOPCO: S&P Alters Outlook to Stable & Affirms 'B-' CCR --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Houston-based W3 Topco LLC (W3) and revised the outlook to stable from negative. S&P said, "We also affirmed our 'B-' issue-level rating, with a '3' recovery rating on W3's senior secured term loan. The '3' recovery rating indicates our expectation of meaningful (50% to 70%; rounded estimate: 60%) recovery to creditors in the event of a payment default. The outlook revision follows W3's capital restructuring in mid-2017, through which it exchanged 100% of its outstanding first- and second-lien debt totaling $490 million including unpaid interest and fees (issued by predecessor company W3 Co.), for 100% of newly-issued common stock and a $175 million secured term loan maturing in 2022. At the same time, improved profitability in the refining sector and stabilization of the oil and gas sector due to higher oil prices provide more opportunities to market W3's safety products and services. S&P expects a key driver of W3's growth will be the establishment of additional in-plant service centers (IPSCs) at customer facilities, which provide recurring revenue streams under multiyear contracts and position W3 to win higher margin turnaround work at these facilities. S&P said, "The stable ratings outlook on W3 reflects our view that FFO/debt will remain above 12% and debt/EBITDA below 5x for at least the next two years, as improved profitability in the refining sector and stabilization in the oil and gas upstream sector lead to more opportunities to market W3's safety products and services. "We could lower the rating if leverage increased to what we would view as unsustainable levels, or if liquidity deteriorated. This scenario would most likely occur if the refining sector significantly weakened thereby reducing demand for W3's products, or if the company's capital spending or dividend policy was more aggressive than we currently anticipate. "Given the company' small scale of operations and its financial sponsor ownership, we do not expect to raise W3's rating over the next 12 months. However, we could consider an upgrade if the company significantly increased the size and scale of its operations, while maintaining appropriate financial leverage." WELLCARE HEALTH: Moody's Reviews Ba2 Debt Rating for Downgrade -------------------------------------------------------------- Moody's Investors Service has placed the Ba2 senior debt rating of WellCare Health Plans, Inc. ("WellCare": NYSE: WCG) and WellCare of Florida, Inc.'s Baa2 insurance financial strength ("IFS") rating on review for downgrade after the company announced its intention to acquire Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc. and MeridianRx, a pharmacy benefits manager (collectively, "Meridian") for $2.5 billion. Meridian (unrated) has approximately 1.1 million members and has the largest Medicaid health plans in both Illinois and Michigan. It also has a small presence in Medicare Advantage and on the individual market. MeridianRx serves mainly Meridian members. With this acquisition, WellCare's Medicaid portfolio expands to 13 states with the leading market share in six. RATINGS RATIONALE The review for downgrade reflects an expected increase in leverage to finance the acquisition, as well as standard integrations risks associated with a large scale acquisition. With an expected debt issuance between $0.6 billion and $1.0 billion as well as a draw on the revolver of up to $400 million, Moody's estimates that WellCare's adjusted debt-to-capital ratio could increase to over 44% (and possibly higher) from approximately 35% as of March 31, 2018, depending on the how much debt is issued. Debt-to-EBITDA is expected to increase to 2.8x from 1.9x and EBITDA coverage of interest expense is also expected to decline. Furthermore, the deal is expected to incur significant goodwill, which adversely impacts the quality of capital. On a positive note, the acquisition will benefit Wellcare's scale and improve its geographic diversification. Moody's plans to resolve the review for downgrade when the deal closes or earlier if additional information allows it to reach a conclusion. During that time, Moody's intends to analyze the financial performance of Meridian as well as gain an understanding of the financing plans. WellCare has indicated they plan to return adjusted debt-to-capital to below 40% within a year of the deal closing by paying down a revolving credit line used to help finance the deal as well as increases to retained earnings. WellCare's Ba2 senior debt rating and WellCare of Florida, Inc.'s Baa2 IFS rating has reflected consistent growth, decent geographic diversity, solid capital levels, and low leverage relative to peers. These positives have been somewhat offset by WellCare's concentration in the government business, its lack of non-risk business and relatively small size compared to its publicly traded peers. RATINGS DRIVERS Given the review for downgrade, it is unlikely that WellCare would be upgraded at the conclusion of the review. However, the ratings could be confirmed at the conclusion of the review under the following conditions: Debt to EBITDA expected to be below 2.2x and financial leverage 2.0x; EBITDA coverage < 6x times; RBC (CAL) < 150%; anticipation WellCare's EBITDA to fall below 3.5% as a result of the acquisition. The following ratings were placed on review for downgrade: WellCare Health Plans, Inc. -- senior unsecured debt rating at Ba2; senior unsecured debt shelf rating at (P)Ba2; subordinate debt shelf rating at (P)Ba3; preferred shelf rating at (P)B1; WellCare of Florida, Inc. -- insurance financial strength rating at Baa2. WellCare Health Plans, Inc is headquartered in Tampa, Florida. For the three months ending March 31, 2018, it posted revenues of $4.6 billion and had 3.2 million medical members. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. The principal methodology used in these ratings was US Health Insurance Companies published in May 2018. WELLCARE HEALTH: S&P Affirms 'BB' ICR & Alters Outlook to Stable ---------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB' long-term issuer credit rating on WellCare Health Plans Inc. (WellCare) and its 'BB' debt rating on WellCare's senior notes. S&P revised its outlook on WellCare to stable from positive. The affirmation and outlook revision follow WellCare's announcement that it reached a definitive agreement to acquire privately owned Meridian Health Plans, a Medicaid and Medicare Advantage (MA)-focused company that operates two health plans based in Illinois and Michigan (serving four state markets) and a captive pharmacy benefit manager (PBM). S&P said, "We believe the transaction has strategic merit, as it will strengthen and expand WellCare's existing Medicaid and MA businesses and provide new PBM infrastructure and expertise. Importantly, Meridian's Medicaid contracts in Illinois and Michigan, representing 97% of its 1.1 million medical members, both have terms lasting to 2020 or later. "At the same time, we believe the transaction carries general business integration and financing risks. This acquisition will be larger than WellCare's 2016-2017 acquisitions of Care1st Health Plan Arizona, Universal American, and certain assets of Phoenix Health Plan. Meridian will represent roughly 25% of pro-forma consolidated medical membership and 19% of pro-forma consolidated revenue." WellCare's potential equity issuance is a positive credit factor. However, its post-deal financial leverage (40%-45%) will be higher than our long-term expectation for the rating level. Assuming the deal closes in 2018, WellCare may not be able to reduce financial leverage to 35%-40% (a key rating upgrade parameter) until late 2019/early 2020. S&P said, "The stable outlook reflects our view that WellCare has the business expertise and financial capacity to execute the transaction without affecting our rating. We expect the transaction to improve WellCare's long-term competitive position, though at the expense of financial and integration risks during the next 12 to 24 months. "For 2018, we expect WellCare to report solid operating results as it builds momentum with Medicaid contract retention and new wins, and MA membership gains. We expect total revenue of more than $18.6 billion in 2018 and return on revenue of 3%-4%. In addition, we expect the company to maintain capital that is at least 'BBB' redundant based on our risk-based capital model. "We could lower the rating by one notch during the next 12-24 months if WellCare falls short of our operating performance and capital expectations, fails to integrate Meridian, and maintains financial leverage above 40% on a sustained basis. "We could raise the rating by one notch during the next 12-24 months if WellCare meets our operating performance and capital expectations, integrates Meridian with no major issues, and makes progress in reducing financial leverage to 35%-40% on a sustained basis." WI-JON INC: June 20 Confirmation Hearing on Second Amended Plans ---------------------------------------------------------------- Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western District of Louisiana is set to hold a hearing on June 20, 2018 at 9:30 a.m. to consider confirmation of Wi-Jon, Inc. and Ford's Fine Foods, Inc.'s second amended plans of reorganization dated May 21, 2018. June 13, 2018 is fixed as the last day for filing written acceptances or rejections of the Amended Plans, and the last day for filing and serving written objections to confirmation of the Amended Plans. A full-text copy of Wi-Jon's Second Amended Plan is available at: http://bankrupt.com/misc/lawb17-80522-199.pdf A full-text copy of Ford's Fine Foods Second Amended Plan is available at: http://bankrupt.com/misc/lawb17-80522-200.pdf About Wi-Jon, Inc. Headquartered in Jonesville, Louisiana, Wi-Jon, Inc., operates three grocery stores in Catahoula and Franklin Parishes, Louisiana. Headquartered in Colfax, Louisiana, Ford Fine Foods operates one grocery store in Grant Parish. Headquartered in Jonesville, Louisiana, Ford Holdings owns and leases a shopping center to third parties and an office building used by all debtors, all in Catahoula Parish, Louisiana. Wi-Jon, Ford's Fine Foods and Ford Holdings are co-makers on a note to Centric Federal Credit Union with a current balance of approximately $4,400,000. Centric holds a first lien and security interests in the assets of Wi-Jon and Ford's Fine Foods, including their real estate, furniture, fixtures, equipment, inventory and accounts receivable. Wi-Jon, Ford's Fine Foods and Ford Holdings sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-80522) on May 24, 2017. Quinon R. Ford, their president, signed the petitions. The Debtors estimated their assets and liabilities between $1 million and $10 million each. Judge John W. Kolwe presides over the cases. Rex D. Rainach, Esq., at Rex D. Rainach, A Professional Law Corporation, serves as the Debtors' bankruptcy counsel. No creditor's committee has been appointed. YOUNG MENS: Committee Hires Gleason as Financial Advisor -------------------------------------------------------- The Official Committee of Unsecured Creditors of Young Men's Christian Association of Greater Pittsburgh, seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to retain Gleason & Associates, P.C., as financial advisor to the Committee. The Committee requires Gleason to: a. analyze the Debtor's current, historical, and projected financial condition, results of operations, cash flows, and other financial-related data and materials regarding the Debtor, any insiders and non-debtor affiliates; b. monitor the Debtor's business operations and financial affairs; c. advise the Committee with respect to formulating or negotiate proposed Chapter 11 plan; d. analyze other financial, accounting, valuation, and related issues that may arise during the course of the proceedings; e. as necessary, prepare information to be provided to, and participate in hearings before, the Bankruptcy Court related to any financial, accounting, valuation, and related issues that may arise during the course of the proceedings; and f. provide other services as the Committee may request. Gleason will be paid at these hourly rates: Vice President, Managing Directors $310 Managing Directors $270 Directors $255 Senior Managers $240 Managers $210 Senior Consultants $180 Staff Consultants $160 to $180 Paraprofessionals $100 Gleason will also be reimbursed for reasonable out-of-pocket expenses incurred. William G. Krieger, vice president, managing director and shareholder of Gleason & Associates, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gleason can be reached at: William G. Krieger GLEASON & ASSOCIATES, P.C. One Gateway Center, Suite 525 420 Fort Duquesne Boulevard Pittsburgh, PA 15222-1402 Tel: (412) 391-9010 About Young Men's Christian Association of Greater Pittsburgh The first YMCA in Pittsburgh was established in 1854. Today, Young Men's Christian Association of Greater Pittsburgh is a 501(c)(3) charitable organization and guided and supported by hundreds of talented volunteers and a committed and skilled internal leadership team. It is a nonsectarian institution committed to building social services, closing the achievement gap, developing interracial and intergenerational understanding, eliminating health disparities and providing aid to financially struggling families throughout the Pittsburgh region. Young Men's Christian Association of Greater Pittsburgh filed a voluntary petition in this Court for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-21898) on May 8, 2018, listing $75 million in total assets and between $10 million and $50 million in liabilities. The Debtor tapped Tucker Arensberg, P.C., as its counsel, and Schneider Downs Meridian, LP, as its financial advisor. The Office of the U.S. Trustee on May 21, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Young Men's Christian Association of Greater Pittsburgh. The Committee retained Stonecipher Law Firm, as counsel; and Gleason & Associates, P.C., as financial advisor. YOUNG MENS: Committee Hires Stonecipher Law as Counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors of Young Men's Christian Association of Greater Pittsburgh seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to retain Stonecipher Law Firm, as counsel to the Committee. The Committee requires Stonecipher Law to: a. advise the Committee of its powers and duties under section 1103 of the Bankruptcy Code; b. take actions necessary to preserve, protect and maximize the value of the Debtor's bankruptcy estate for the benefit of general unsecured creditors, including, without limitation, investigating the actions and business of the Debtor, reviewing of Debtor's schedules, statement of financial affairs and other documents and information demonstrating or evidencing assets, liabilities and potential sources of recovery for general unsecured creditors; c. review pleadings and documents filed by the Debtor and providing counsel in relation thereto; d. prepare, file, and serve motions, answers, pleadings and other documents necessary to preserve and enhance value for general unsecured creditors; e. represent the interests of the Committee in any sale process or chapter 11 plan process, as may be necessary or in the best interests of general unsecured creditors; f. represent the Committee in connection with the Debtor's effort to secure post- petition financing, if applicable; g. appear before the Bankruptcy Court, any appellate court and any other court of competent jurisdiction as is necessary to advance the interests of general unsecured creditors; and h. provide all other legal services necessary to, or requested by, the Committee in the bankruptcy case. Stonecipher Law will be paid at the hourly rates of $155-$410. Stonecipher Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald B. Roteman, partner of Stonecipher Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Stonecipher Law can be reached at: Ronald B. Roteman, Esq. George T. Snyder, Esq. Jeanne S. Lofgreen, Esq. STONECIPHER LAW FIRM 125 First Avenue Pittsburgh, PA 15222 Tel: (412) 391-8510 E-mail: rroteman@stonecipherlaw.com gsnyder@stonecipherlaw.com jlofgren@stonecipherlaw.com About Young Men's Christian Association of Greater Pittsburgh The first YMCA in Pittsburgh was established in 1854. Today, Young Men's Christian Association of Greater Pittsburgh is a 501(c)(3) charitable organization and guided and supported by hundreds of talented volunteers and a committed and skilled internal leadership team. It is a nonsectarian institution committed to building social services, closing the achievement gap, developing interracial and intergenerational understanding, eliminating health disparities and providing aid to financially struggling families throughout the Pittsburgh region. Young Men's Christian Association of Greater Pittsburgh filed a voluntary petition in this Court for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-21898) on May 8, 2018, listing $75 million in total assets and between $10 million and $50 million in liabilities. The Debtor tapped Tucker Arensberg, P.C., as its counsel, and Schneider Downs Meridian, LP as its financial advisor. The Office of the U.S. Trustee on May 21, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Young Men's Christian Association of Greater Pittsburgh. The Committee hires Stonecipher Law Firm, as counsel; Gleason & Associates, P.C., as financial advisor. ZENITH MANAGEMENT: Hires MYC & Associates as Real Estate Broker --------------------------------------------------------------- Zenith Management I, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ MYC & Associates, Inc., as real estate broker to the Debtor. The Debtor is a Single Member Limited Liability Company established in New York that owns two parcels of real property located at: (i) 99-13 43rd Avenue, Corona, New York 11368 (the "Corona Property"); and (ii) 108-20 48th Avenue, Flushing, New York 11368 (the "Flushing Property", with the Corona Property, the "Properties"), each being valued at approximately $1.2 million. Zenith Management requires MYC & Associates to market and sell the real properties of the Debtor. MYC & Associates will be paid a commission of 5% of the gross sales price. Marc P. Yaverbaum, member of MYC & Associates, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. MYC & Associates can be reached at: Marc P. Yaverbaum MYC & ASSOCIATES, INC. 1110 South Avenue, Suite 22 Staten Island, NY 10314 Tel: (347) 273-1258 About Zenith Management I Zenith Management I, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-43485) on Aug. 3, 2016, estimating under $1 million in both assets and liabilities. The Debtor is represented by Gabriel Del Virginia, at the Law Office of Gabriel Del Virginia. No official committee of unsecured creditors has been appointed in the case. [*] Beard Group 25th Annual Distressed Investing Conference Nov. 26 ------------------------------------------------------------------- Law firm Foley & Lardner LLP & DSI (Development Specialist Inc.), provider of management consulting and financial advisory services, will sponsor Beard Group's 2018 Distressed Investing (DI) Conference on Nov. 26, 2018. Foley and DSI, who have been past sponsors, will again be partnering with Beard Group as it marks the conference's Silver Anniversary this year. This milestone denotes the event as the oldest, influential DI conference in U.S. The day-long program will be held at The Harmonie Club in New York City. For a quarter of a century, the DI Conference's focus has been on "Maximizing Profits in the Distressed Debt Market." The event also serves as a forum for leaders in corporate restructuring, lending and debt and equity investments to gather and discuss the latest topics and trends in the distressed investing industry, as well as exchange ideas about high-profile chapter 11 bankruptcy proceedings and out-of-court restructurings. These are distinguished professionals who place their resources and reputations at risk to produce stellar results by preserving jobs, rebuilding broken businesses, and efficiently redeploying underutilized assets in the marketplace. The conference will also feature: * a luncheon presentation of the Harvey K Miller Award to Edward I. Altman, Professor of Finance, Emeritus, New York University's Stern School of Business. The award will be presented by last year's winner billionaire Marc Lasry, Altman's former student. * an evening awards dinner recognizing the 2018 Turnarounds & Workouts Outstanding Young Restructuring Lawyers. To register for the one-day conference visit: https://www.distressedinvestingconference.com/ Discounted early registration tickets are now available. To learn how you can be a sponsor and participate in shaping the day-long program, contact: Bernard Tolliver at bernard@beardgroup.com or Tel: (240) 629-3300 x-149 To learn about media sponsorship opportunities to bring your outlet into the view of leaders in corporate restructuring, lending and debt and equity investments, and to expand your network of news sources, contact: Jeff Baxt at jeff@beardgroup.com or (240) 629-3300, ext 150 [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE OU1 GR 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ABT CN 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ABT2EUR EU 90.8 (57.6) (34.4) ACELRX PHARMA ACRX US 65.8 (46.9) 40.4 ACELRX PHARMA ACRXUSD EU 65.8 (46.9) 40.4 AGENUS INC AGEN US 130.8 (113.2) 35.0 AGENUS INC AGENUSD EU 130.8 (113.2) 35.0 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICA'S CAR-MA CRMT US 456.3 (204.3) 353.9 AMERICA'S CAR-MA HC9 GR 456.3 (204.3) 353.9 AMERICA'S CAR-MA CRMTEUR EU 456.3 (204.3) 353.9 AMERICAN AIRLINE AAL US 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GR 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL* MM 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL1USD EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G TH 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G QT 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GZ 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL11EUR EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL AV 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL TE 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G SW 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL1CHF EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE 0HE6 LN 53,280.0 (1,018.0) (7,335.0) AMYRIS INC AMRS US 118.2 (286.2) (36.7) AMYRIS INC 3A01 TH 118.2 (286.2) (36.7) AMYRIS INC 3A01 GR 118.2 (286.2) (36.7) AMYRIS INC 3A01 QT 118.2 (286.2) (36.7) AMYRIS INC AMRSEUR EU 118.2 (286.2) (36.7) AMYRIS INC AMRSUSD EU 118.2 (286.2) (36.7) ASPEN TECHNOLOGY AZPN US 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST GR 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST TH 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AZPNEUR EU 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST QT 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AZPNUSD EU 246.0 (278.6) (366.6) ATLATSA RESOURCE ATL SJ 206.1 (205.9) 6.0 AUTODESK INC AUD GR 3,911.4 (128.6) (154.6) AUTODESK INC AUD TH 3,911.4 (128.6) (154.6) AUTODESK INC ADSK US 3,911.4 (128.6) (154.6) AUTODESK INC AUD QT 3,911.4 (128.6) (154.6) AUTODESK INC ADSK* MM 3,911.4 (128.6) (154.6) AUTODESK INC AUD GZ 3,911.4 (128.6) (154.6) AUTODESK INC ADSK AV 3,911.4 (128.6) (154.6) AUTODESK INC ADSKEUR EU 3,911.4 (128.6) (154.6) AUTODESK INC ADSK LN 3,911.4 (128.6) (154.6) AUTODESK INC ADSK TE 3,911.4 (128.6) (154.6) AUTOZONE INC AZO US 9,301.8 (1,361.6) (247.1) AUTOZONE INC AZ5 TH 9,301.8 (1,361.6) (247.1) AUTOZONE INC AZ5 GR 9,301.8 (1,361.6) (247.1) AUTOZONE INC AZOEUR EU 9,301.8 (1,361.6) (247.1) AUTOZONE INC AZ5 QT 9,301.8 (1,361.6) (247.1) AUTOZONE INC AZOUSD EU 9,301.8 (1,361.6) (247.1) AUTOZONE INC 0HJL LN 9,301.8 (1,361.6) (247.1) AVID TECHNOLOGY AVID US 250.8 (171.6) (19.9) AVID TECHNOLOGY AVD GR 250.8 (171.6) (19.9) AXIM BIOTECHNOLO AXIM US 0.8 (7.8) (7.2) BENEFITFOCUS INC BNFT US 187.8 (18.0) 8.2 BENEFITFOCUS INC BTF GR 187.8 (18.0) 8.2 BENEFITFOCUS INC BNFTEUR EU 187.8 (18.0) 8.2 BLUE BIRD CORP BLBD US 277.2 (70.0) 2.6 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BLUEKNIGHT ENERG BKEP US 361.6 (3.1) (0.4) BOMBARDIER INC-A BBD/A CN 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-A BDRAF US 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-A BBD1 GR 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-A BBD/AEUR EU 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-B BBD/B CN 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-B BBDB GR 26,726.0 (4,284.0) 1,212.0 BOMBARDIER INC-B BDRBF US 26,726.0 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IDEXX LABS IX1 QT 1,469.5 (49.0) (27.1) IDEXX LABS IDXX AV 1,469.5 (49.0) (27.1) IDEXX LABS IX1 GZ 1,469.5 (49.0) (27.1) IDEXX LABS 0J8P LN 1,469.5 (49.0) (27.1) IDEXX LABS IDXX TE 1,469.5 (49.0) (27.1) IMMUNOGEN INC IMU GR 265.0 (36.3) 181.2 IMMUNOGEN INC IMGN US 265.0 (36.3) 181.2 IMMUNOGEN INC IMU TH 265.0 (36.3) 181.2 IMMUNOGEN INC IMU QT 265.0 (36.3) 181.2 IMMUNOGEN INC IMU GZ 265.0 (36.3) 181.2 IMMUNOGEN INC IMGNEUR EU 265.0 (36.3) 181.2 IMMUNOGEN INC IMGNUSD EU 265.0 (36.3) 181.2 INFRASTRUCTURE A IEA US 118.2 (119.8) (18.8) INNOVIVA INC INVA US 276.7 (212.7) 109.2 INNOVIVA INC HVE GR 276.7 (212.7) 109.2 INNOVIVA INC INVAEUR EU 276.7 (212.7) 109.2 INNOVIVA INC HVE GZ 276.7 (212.7) 109.2 INNOVIVA INC HVE TH 276.7 (212.7) 109.2 INNOVIVA INC HVE QT 276.7 (212.7) 109.2 INTERCEPT PHARMA ICPT US 393.8 (52.3) 284.4 INTERCEPT PHARMA I4P GR 393.8 (52.3) 284.4 INTERCEPT PHARMA ICPTUSD EU 393.8 (52.3) 284.4 INTERCEPT PHARMA I4P TH 393.8 (52.3) 284.4 INTERCEPT PHARMA I4P QT 393.8 (52.3) 284.4 IRONWOOD PHARMAC I76 GR 571.1 (18.1) 213.4 IRONWOOD PHARMAC IRWD US 571.1 (18.1) 213.4 IRONWOOD PHARMAC I76 TH 571.1 (18.1) 213.4 IRONWOOD PHARMAC I76 QT 571.1 (18.1) 213.4 IRONWOOD PHARMAC IRWDEUR EU 571.1 (18.1) 213.4 IRONWOOD PHARMAC IRWDUSD EU 571.1 (18.1) 213.4 ISRAMCO INC IRM GR 110.7 (19.2) (7.0) ISRAMCO INC ISRL US 110.7 (19.2) (7.0) ISRAMCO INC ISRLEUR EU 110.7 (19.2) (7.0) IWEB INC IWBB US 1.0 (0.6) (0.6) JACK IN THE BOX JBX GR 875.0 (430.9) (22.4) JACK IN THE BOX JACK US 875.0 (430.9) (22.4) JACK IN THE BOX JACK1EUR EU 875.0 (430.9) (22.4) JACK IN THE BOX JBX GZ 875.0 (430.9) (22.4) JACK IN THE BOX JBX QT 875.0 (430.9) (22.4) JAMBA INC JMBA US 40.6 (14.6) (22.0) KERYX BIOPHARM KYX GR 140.1 (31.6) 74.6 KERYX BIOPHARM KERX US 140.1 (31.6) 74.6 KERYX BIOPHARM KYX TH 140.1 (31.6) 74.6 KERYX BIOPHARM KYX QT 140.1 (31.6) 74.6 KERYX BIOPHARM KERXEUR EU 140.1 (31.6) 74.6 KERYX BIOPHARM KERXUSD EU 140.1 (31.6) 74.6 L BRANDS INC LTD GR 7,748.6 (968.6) 1,032.2 L BRANDS INC LTD TH 7,748.6 (968.6) 1,032.2 L BRANDS INC LB US 7,748.6 (968.6) 1,032.2 L BRANDS INC LBEUR EU 7,748.6 (968.6) 1,032.2 L BRANDS INC LB* MM 7,748.6 (968.6) 1,032.2 L BRANDS INC LTD QT 7,748.6 (968.6) 1,032.2 L BRANDS INC LBUSD EU 7,748.6 (968.6) 1,032.2 L BRANDS INC 0JSC LN 7,748.6 (968.6) 1,032.2 LAMB WESTON LW US 2,753.9 (337.6) 418.9 LAMB WESTON 0L5 GR 2,753.9 (337.6) 418.9 LAMB WESTON LW-WEUR EU 2,753.9 (337.6) 418.9 LAMB WESTON 0L5 TH 2,753.9 (337.6) 418.9 LAMB WESTON 0L5 QT 2,753.9 (337.6) 418.9 LAMB WESTON LW-WUSD EU 2,753.9 (337.6) 418.9 LEGACY RESERVES LRT GR 1,495.6 (201.1) (30.0) LEGACY RESERVES LGCY US 1,495.6 (201.1) (30.0) LEGACY RESERVES LRT QT 1,495.6 (201.1) (30.0) LEGACY RESERVES LRT GZ 1,495.6 (201.1) (30.0) LENNOX INTL INC LXI GR 2,086.1 (102.6) 634.0 LENNOX INTL INC LII US 2,086.1 (102.6) 634.0 LENNOX INTL INC LII1EUR EU 2,086.1 (102.6) 634.0 LENNOX INTL INC LXI TH 2,086.1 (102.6) 634.0 LOCKHEED MARTIN LMT US 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM GR 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM TH 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT* MM 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT SW 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT1EUR EU 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM QT 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT1CHF EU 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT1USD EU 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LOM GZ 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN 0R3E LN 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT TE 46,634.0 (111.0) 3,842.0 LOCKHEED MARTIN LMT AV 46,634.0 (111.0) 3,842.0 LOCKHEED-BDR LMTB34 BZ 46,634.0 (111.0) 3,842.0 LOCKHEED-CEDEAR LMT AR 46,634.0 (111.0) 3,842.0 MCDONALDS - BDR MCDC34 BZ 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD CI 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO TH 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD TE 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO GR 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD* MM 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD US 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD SW 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO QT 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDCHF EU 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDUSD EU 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDUSD SW 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCDEUR EU 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO GZ 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD AV 33,722.9 (4,718.8) 2,087.9 MDC PARTNERS-A MDCA US 1,701.1 (135.3) (195.9) MDC PARTNERS-A MD7A GR 1,701.1 (135.3) (195.9) MDC PARTNERS-A MDCAEUR EU 1,701.1 (135.3) (195.9) MICHAELS COS INC MIK US 2,300.2 (1,509.5) 719.0 MICHAELS COS INC MIM GR 2,300.2 (1,509.5) 719.0 MONEYGRAM INTERN MGI US 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N GR 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N QT 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N TH 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIEUR EU 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIUSD EU 4,509.2 (232.7) (58.3) MOTOROLA SOLUTIO MTLA GR 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA TH 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI US 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MOT TE 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA QT 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI1EUR EU 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA GZ 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI1USD EU 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO 0K3H LN 9,051.0 (1,539.0) 525.0 MSG NETWORKS- A MSGN US 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 GR 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 TH 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 QT 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNEUR EU 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNUSD EU 855.6 (693.3) 212.2 NATERA INC NTRA US 218.7 (3.9) 83.1 NATERA INC 45E GR 218.7 (3.9) 83.1 NATHANS FAMOUS NATH US 92.9 (85.0) 51.8 NATHANS FAMOUS NFA GR 92.9 (85.0) 51.8 NATIONAL CINEMED XWM GR 1,157.7 (84.4) - NATIONAL CINEMED NCMI US 1,157.7 (84.4) - NATIONAL CINEMED NCMIEUR EU 1,157.7 (84.4) - NAVISTAR INTL IHR GR 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAV US 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR TH 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR QT 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR GZ 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVEUR EU 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVUSD EU 5,969.0 (4,583.0) 705.0 NEOS THERAPEUTIC NEOS US 97.4 (4.5) 32.9 NEOS THERAPEUTIC NTE GR 97.4 (4.5) 32.9 NEW ENG RLTY-LP NEN US 256.1 (34.6) - NYMOX PHARMACEUT NYMX US 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYM GR 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYM GZ 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYMXEUR EU 1.0 (1.0) (1.1) OMEROS CORP 3O8 GR 89.0 (29.2) 54.1 OMEROS CORP OMER US 89.0 (29.2) 54.1 OMEROS CORP 3O8 TH 89.0 (29.2) 54.1 OMEROS CORP OMEREUR EU 89.0 (29.2) 54.1 OMEROS CORP OMERUSD EU 89.0 (29.2) 54.1 OMEROS CORP 0KBU LN 89.0 (29.2) 54.1 OPTIVA INC RE6 GR 188.7 (12.7) 28.2 OPTIVA INC RKNEF US 188.7 (12.7) 28.2 OPTIVA INC OPT CN 188.7 (12.7) 28.2 OPTIVA INC 3230510Q EU 188.7 (12.7) 28.2 OPTIVA INC RKNEUR EU 188.7 (12.7) 28.2 PAPA JOHN'S INTL PZZA US 579.8 (242.2) 22.8 PAPA JOHN'S INTL PP1 GR 579.8 (242.2) 22.8 PAPA JOHN'S INTL PZZAEUR EU 579.8 (242.2) 22.8 PENN NATL GAMING PN1 GR 5,165.5 (33.6) (140.6) PENN NATL GAMING PENN US 5,165.5 (33.6) (140.6) PHILIP MORRIS IN PM1EUR EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI SW 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1 TE 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 TH 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1CHF EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 GR 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM US 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1 EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI1 IX 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI EB 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 QT 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 GZ 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM LN 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMOR AV 43,070.0 (10,482.0) 2,905.0 PINNACLE ENTERTA PNK US 3,884.8 (301.5) (30.0) PINNACLE ENTERTA 65P GR 3,884.8 (301.5) (30.0) PLANET FITNESS-A PLNT US 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL TH 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL GR 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL QT 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1EUR EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1USD EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A 0KJD LN 1,115.9 (122.4) 77.1 PLURALSIGHT IN-A PS US 234.0 (58.1) (71.1) PROS HOLDINGS IN PH2 GR 280.5 (55.1) 86.0 PROS HOLDINGS IN PRO US 280.5 (55.1) 86.0 PROS HOLDINGS IN PRO1EUR EU 280.5 (55.1) 86.0 REATA PHARMACE-A RETA US 136.8 (142.7) 83.4 REATA PHARMACE-A 2R3 GR 136.8 (142.7) 83.4 REATA PHARMACE-A RETAEUR EU 136.8 (142.7) 83.4 RESOLUTE ENERGY R21 GR 686.3 (81.6) (129.6) RESOLUTE ENERGY REN US 686.3 (81.6) (129.6) RESOLUTE ENERGY RENEUR EU 686.3 (81.6) (129.6) REVLON INC-A REV US 3,042.1 (855.7) 105.3 REVLON INC-A RVL1 GR 3,042.1 (855.7) 105.3 REVLON INC-A RVL1 TH 3,042.1 (855.7) 105.3 REVLON INC-A REVEUR EU 3,042.1 (855.7) 105.3 REVLON INC-A REVUSD EU 3,042.1 (855.7) 105.3 RH RH US 1,732.9 (7.3) 125.6 RH RS1 GR 1,732.9 (7.3) 125.6 RH RH* MM 1,732.9 (7.3) 125.6 RH RHEUR EU 1,732.9 (7.3) 125.6 RH 0KTF LN 1,732.9 (7.3) 125.6 RIMINI STREET IN RMNI US 145.2 (205.8) (117.3) ROSETTA STONE IN RST US 178.8 (1.6) (63.2) ROSETTA STONE IN RS8 GR 178.8 (1.6) (63.2) ROSETTA STONE IN RS8 TH 178.8 (1.6) (63.2) ROSETTA STONE IN RST1EUR EU 178.8 (1.6) (63.2) ROSETTA STONE IN RST1USD EU 178.8 (1.6) (63.2) RR DONNELLEY & S DLLN GR 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRD US 3,680.6 (188.3) 607.2 RR DONNELLEY & S DLLN TH 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRDEUR EU 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRDUSD EU 3,680.6 (188.3) 607.2 SALLY BEAUTY HOL SBH US 2,100.2 (315.0) 608.3 SALLY BEAUTY HOL S7V GR 2,100.2 (315.0) 608.3 SALLY BEAUTY HOL SBHEUR EU 2,100.2 (315.0) 608.3 SANCHEZ ENERGY C SN US 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SN* MM 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S GR 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S TH 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S QT 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SNEUR EU 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SNUSD EU 2,903.8 (33.4) 212.2 SBA COMM CORP 4SB GR 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBAC US 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBJ TH 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBACEUR EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP 4SB GZ 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBACUSD EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP 0KYZ LN 7,405.1 (2,588.2) 51.9 SCIENTIFIC GAMES SGMS US 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES TJW GR 7,737.2 (2,196.1) 554.9 SEALED AIR CORP SEE US 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA GR 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA QT 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA TH 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE1EUR EU 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE1USD EU 5,041.1 (364.8) 242.4 SEALED AIR CORP 0L4F LN 5,041.1 (364.8) 242.4 SENSEONICS HLDGS SENS US 77.8 (13.2) 55.3 SIGA TECH INC SIGA US 133.1 (334.6) 26.9 SIRIUS XM HOLDIN SIRI US 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO TH 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO GR 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO QT 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRIEUR EU 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO GZ 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRI AV 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRIUSD EU 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN 0L6Z LN 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRI TE 8,299.3 (1,564.5) (2,267.2) SIX FLAGS ENTERT SIX US 2,444.0 (203.7) (316.4) SIX FLAGS ENTERT 6FE GR 2,444.0 (203.7) (316.4) SIX FLAGS ENTERT SIXEUR EU 2,444.0 (203.7) (316.4) SOLARWINDOW TECH WNDW US 2.1 (2.0) 1.9 SOLARWINDOW TECH WNDW LN 2.1 (2.0) 1.9 SONIC CORP SONC US 561.5 (252.7) 73.4 SONIC CORP SO4 GR 561.5 (252.7) 73.4 SONIC CORP SONCEUR EU 561.5 (252.7) 73.4 SURFACE ONCOLOGY SURF US - (21.0) - SURFACE ONCOLOGY QSOA GR - (21.0) - SURFACE ONCOLOGY SURFEUR EU - (21.0) - TALEND SA - ADR TLND US 172.8 (1.1) 1.0 TALEND SA - ADR 0T7 GR 172.8 (1.1) 1.0 TALEND SA - ADR TLNDN MM 172.8 (1.1) 1.0 TALEND SA - ADR 0T7 TH 172.8 (1.1) 1.0 TALEND SA - ADR 0LCZ LN 172.8 (1.1) 1.0 TAUBMAN CENTERS TU8 GR 4,246.0 (162.4) - TAUBMAN CENTERS TCO US 4,246.0 (162.4) - TAUBMAN CENTERS 0LDD LN 4,246.0 (162.4) - TOWN SPORTS INTE T3D GR 251.8 (73.5) 5.9 TOWN SPORTS INTE CLUB US 251.8 (73.5) 5.9 TOWN SPORTS INTE CLUBEUR EU 251.8 (73.5) 5.9 TRANSDIGM GROUP T7D GR 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP TDG US 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP T7D QT 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP TDGEUR EU 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP T7D TH 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP 0REK LN 10,394.7 (2,309.3) 1,657.3 TUPPERWARE BRAND TUP US 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP GR 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP QT 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP GZ 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP TH 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP1EUR EU 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP1USD EU 1,444.8 (108.4) (28.0) TURTLE BEACH COR 0P1A GR 52.3 (20.4) 24.4 TURTLE BEACH COR HEAR US 52.3 (20.4) 24.4 TURTLE BEACH COR PAMTEUR EU 52.3 (20.4) 24.4 TURTLE BEACH COR 0P1A TH 52.3 (20.4) 24.4 UNISYS CORP UIS EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UISCHF EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UISEUR EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UIS US 2,513.7 (1,270.8) 438.5 UNISYS CORP UIS1 SW 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 TH 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 GR 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 GZ 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 QT 2,513.7 (1,270.8) 438.5 UNITI GROUP INC UNIT US 4,363.5 (1,187.3) - UNITI GROUP INC 8XC GR 4,363.5 (1,187.3) - UNITI GROUP INC CSALUSD EU 4,363.5 (1,187.3) - UNITI GROUP INC 0LJB LN 4,363.5 (1,187.3) - VALVOLINE INC VVV US 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 GR 1,869.0 (226.0) 380.0 VALVOLINE INC VVVEUR EU 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 QT 1,869.0 (226.0) 380.0 VECTOR GROUP LTD VGR GR 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR US 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR QT 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGREUR EU 1,299.1 (394.2) 167.3 VERISIGN INC VRS TH 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GR 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN US 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS QT 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSNEUR EU 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GZ 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN* MM 2,905.3 (1,234.7) 859.6 W&T OFFSHORE INC WTI US 942.2 (544.6) 107.2 W&T OFFSHORE INC UWV GR 942.2 (544.6) 107.2 W&T OFFSHORE INC WTI1EUR EU 942.2 (544.6) 107.2 WAYFAIR INC- A W US 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF GR 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF TH 1,226.4 (127.2) (2.8) WAYFAIR INC- A WEUR EU 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF QT 1,226.4 (127.2) (2.8) WAYFAIR INC- A WUSD EU 1,226.4 (127.2) (2.8) WEIGHT WATCHERS WTW US 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 GR 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 TH 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWEUR EU 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 QT 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 GZ 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWUSD EU 1,307.1 (995.9) (99.4) WESTERN UNION WU US 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GR 9,188.0 (375.8) (1,032.2) WESTERN UNION WU* MM 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U TH 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U QT 9,188.0 (375.8) (1,032.2) WESTERN UNION WUEUR EU 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GZ 9,188.0 (375.8) (1,032.2) WESTERN UNION 0LVJ LN 9,188.0 (375.8) (1,032.2) WIDEOPENWEST INC WOW US 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 GR 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 QT 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WOW1EUR EU 2,165.0 (439.1) (70.1) WINDSTREAM HOLDI B4O2 GR 10,981.3 (1,337.2) (344.5) WINDSTREAM HOLDI B4O2 TH 10,981.3 (1,337.2) (344.5) WINDSTREAM HOLDI WIN US 10,981.3 (1,337.2) (344.5) WINDSTREAM HOLDI B4O2 QT 10,981.3 (1,337.2) (344.5) WINDSTREAM HOLDI WIN2USD EU 10,981.3 (1,337.2) (344.5) WINGSTOP INC WING US 120.7 (146.5) (5.4) WINGSTOP INC EWG GR 120.7 (146.5) (5.4) WINGSTOP INC WING1EUR EU 120.7 (146.5) (5.4) WINMARK CORP WINA US 47.7 (28.6) 7.8 WINMARK CORP GBZ GR 47.7 (28.6) 7.8 WORKIVA INC 0WKA GR 178.6 (9.2) (13.3) WORKIVA INC WK US 178.6 (9.2) (13.3) WORKIVA INC WKEUR EU 178.6 (9.2) (13.3) YELLOW PAGES LTD Y CN 581.0 (205.7) 72.7 YELLOW PAGES LTD YLWDF US 581.0 (205.7) 72.7 YELLOW PAGES LTD YMI GR 581.0 (205.7) 72.7 YELLOW PAGES LTD YEUR EU 581.0 (205.7) 72.7 YRC WORLDWIDE IN YRCW US 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 GR 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 TH 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 QT 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWEUR EU 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWUSD EU 1,608.7 (365.9) 160.4 YUM! BRANDS INC YUM US 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GR 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR TH 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMEUR EU 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR QT 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUM SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMUSD SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GZ 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC 0QYD LN 4,836.0 (6,754.0) 780.0 ZYMEWORKS INC ZYME CN 132.0 (108.7) 77.7 ZYMEWORKS INC ZYME US 132.0 (108.7) 77.7 ********* 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 ***