/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180615.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 15, 2018, Vol. 22, No. 165 Headlines 303 DEAN REALTY: Taps Rosen Kantrow as Legal Counsel A'GACI LLC: 20.9%-22.1% Estimated Recovery for Unsecured Creditors ABT MOLECULAR: Case Summary & 20 Largest Unsecured Creditors ABT MOLECULAR: Files for Chapter 11 With Backing From SWK ADVANCED PRIMARY: First Tennessee Objects to Disclosure Statement ANDERSON SHUMAKER: AS 1902 Buying All Assets for $5.3 Million ANTIGUA CANTINA: Unsecureds to Get 100% Over 5 Years at 4.25% APPALACHIAN CHRISTIAN: Fitch Affirms BB- Rating on 2013 $18MM Bonds APPVION INC: Completes Sale to Franklin Advisers-Led Lender Group ARCIMOTO INC: Stockholders Elected 4 Directors ARLINGTON COMPANY: Seeks to Retain President Brenda Smith ARLINGTON COMPANY: Seeks to Retain Vice President Paul Smith AV HOMES: Moody's Puts B3 CFR under Review for Upgrade AV HOMES: S&P Puts 'B-' CCR & Debt Rating on Watch Positive AYTU BIOSCIENCE: Obtains Exclusive License to Zolpimist from Magna BADLANDS ENERGY: $13K Sale of Office Furniture and Equipment Okayed BERTUCCI'S HOLDINGS: Proposed $20 Million Sale of Pizza Chain OK'd BHAILAL PATEL: $473K Sale of Baltimore Property to Hui Approved BLUE WAVE ACCESSORIES: Taps Mark Cohen as Bankruptcy Attorney BOWLING GREEN: U.S. Trustee Unable to Appoint Committee BUSINESS SOLUTIONS: $500K Sale of Assets to Peifer Trucking Okayed CALHOUN SATELLITE: Unsecureds to Recoup 5% of Allowed Claims CAMBER ENERGY: Provides Recent Workovers and Production Results CAPITAL TEAS: Secureds Have 10 Days to Object to Sale Stipulation CARITAS INVESTMENT: Unsecureds to be Paid 100% at 4% Per Annum CASHMAN EQUIPMENT: CEC's $430K Sale of St. Thomas Condo Unit Okayed CASHMAN EQUIPMENT: Proposed Sale of Vehicles to Employees Approved CHARITY TOWING: U.S. Trustee Unable to Appoint Committee CHESS EMPORIUM: U.S. Trustee Unable to Appoint Committee CLAIRE'S STORES: Oaktree Prevails in Opening Up Bidding Process CLAIRE'S STORES: Reduced Executive Bonus Plan Approved CLAIRE'S STORES: Update on First Lien Lenders' Holdings COLOR SPOT: Taps Raymond James as Investment Banker COMERCIAL CELTA: Disclosures OK'd; August 25 Plan Hearing COUNTRY CLUB AT THE PARK: Lease or Sale of Property to Fund Plan CPI CARD: Appoints John Lowe as Chief Financial Officer DON FRAME TRUCKING: Case Summary & 18 Largest Unsecured Creditors DOUBLE D. FITNESS: Plan Confirmation Hearing Set for June 21 DURFEY DEVELOPMENT: U.S. Trustee Unable to Appoint Committee EAST OAKLAND: To Pay Creditors from Real Property Sale Proceeds ECS REFINING: Trustee Taps Delfino Madden as Special Counsel EMMANUEL HEALTH: Taps John F. Coggin CPA as Accountant ERICSON & ASSOCIATES: U.S. Trustee Unable to Appoint Committee EXCEL WEST: Case Summary & 5 Unsecured Creditors FAMILY PHARMACY: U.S. Trustee Unable to Appoint Committee FLEX ACQUISITION: Moody's Assigns B2 CFR, Outlook Negative FLEX ACQUISITION: S&P Affirms B Corp. Credit Rating, Outlook Stable FREEDOM MORTGAGE: Fitch Hikes LT IDR & Term Loan Rating to BB- FREEMAN GRADING: Key Auction of Vehicles and Equipment Approved FTTE LLC: Cooke Development, LPITW to Guarantee Johnston Law Fees GREEK BROS: U.S. Trustee Unable to Appoint Committee HHH CHOICES: HHSH Seeks July 16 Plan Confirmation Hearing HORIZON SHIPBUILDING:$1M Sale of All Assets to Shark Tech Approved JAMEY ALLEN: J & D's $24K Sale of Jamesway 5600 Manure Tanker OK'd JEFFERY ARAMBEL: Sale of 72.3 Acres of Arambel Business Park Okayed JUBEM INVESTMENTS: Unsecureds to Get 100% Over 36 Months KADMON HOLDINGS: Extends $4.7 Million Debt Maturity to Aug. 31 KAI INDUSTRIES: $5.5M Sale of Irwindale Property to FORBIX Approved KANGAROO FOODS: Court OK's Plan Outline; Confirms Amended Plan KNOWLES SYSTEMS: Taps Schneiders & Associates as Special Counsel KRONOS ACQUISITION: Moody's Affirms B3 CFR & B1 Term Loan B Rating LOCKWOOD INT'L: Taps Keen-Summit Capital as Broker MAC CHURCHILL: $6-Mil. Private Sale to North Fort Approved MANUS SUDDRETH: Trustee's Sale of Somerset Properties Interest OK'd MARBLE MASTERS: Seeks Permission to Use Cash Collateral MMM HEALTHCARE: Moody's Withdraws Ba3 IFS Rating MORNINGSIDE MINISTRIES: Fitch Lowers Rating on 2013 Bonds to BB+ MWM & SONS: Sale of Real Property to Fund Latest Plan NATIONAL MANAGEMENT: Taps Roth & Co. as Accountant NATIONS FIRST: Plan Proposes 100% Repayment to Creditors NAVIENT CORP: S&P Rates $500MM Unsecured Notes Due 2026 'B+' NORTH STATE ASSOCIATES: WMW Buying Briarcliff Manor Property $425K NORTHERN OIL: Signs Exchange Agreements with Noteholders OCWEN FINANCIAL: Fitch Affirms 'B-' Issuer Default Ratings PARAMOUNT BUILDING: Files Chapter 11 Plan of Liquidation PEARL, MS: Moody's Cuts GO Debt Rating to Ba2 PIONEER ENERGY: Expects to Incur $5M Add'l Q2 Phanton Stock Expense PRIME HOTEL: Unsecureds to be Paid $140K Under Mortgagee Plan QUALITY CARE: Obtains Possible "Superior" Proposal from 3rd Party QUALITY UPHOLSTERY: Clark County Assessor Claim Added in New Plan RANDOLPH AND RANDOLPH: Taps Lehr Middlebrooks as Special Counsel RELATIVITY MEDIA: Seeks to Hire M-III Partners, Appoint CRO RELATIVITY MEDIA: Taps Winston & Strawn as Legal Counsel RESOLUTE ENERGY: KEMC Fund Holds 6.8% Stake as of June 14 RNY AUSTRALIA: Lender Sets July 25 Auction of Properties ROCKPORT COMPANY: July 10 Auction of All Assets Set RPX CORP: Moody's Assigns B3 Corp. Family Rating, Outlook Stable SCHLETTER INC: Committee Taps BDO USA as Financial Advisor SCHLETTER INC: Committee Taps JD Thompson as Local Counsel SCHLETTER INC: Committee Taps Lowenstein Sandler as Legal Counsel SCOTTISH HOLDINGS: U.S. Bank Replaces Hildene as Committee Member SENIOR CARE: July 25 Plan Confirmation Hearing SERTA SIMMONS: Moody's Lowers CFR to B3, Outlook Stable SIVYER STEEL: Taps Vrakas S.C. as Special Tax Accountant SLANE MARINE: Bankr. Administrator Unable to Form Creditors' Panel SPRING TREE: M. Smith Appointed as Chapter 11 Trustee STEAK N SHAKE: S&P Lowers CCR to 'CCC', Outlook Negative STI INFRASTRUCTURE: S&P Lowers CCR to 'CCC', Outlook Negative TOYS R US: Propco II Debtors File Chapter 11 Liquidation Plan TOYS R US: Taps Cushman & Wakefield as Real Estate Advisor TPC GROUP: Moody's Alters Outlook to Stable & Affirms B3 CFR TRIMAS CORP: Moody's Hikes CFR to Ba2, Outlook Stable U.S.A. DAWGS: Litigation Claims, Sale of Assets to Fund Plan WILLIAMS SCOTSMAN: S&P Raises 2nd Lien Notes Rating to 'B+' WOODBRIDGE GROUP: $1.9M Sale of Carbondale Property Approved WOODBRIDGE GROUP: $340K Sale of Carbondale Properties Approved WOODBRIDGE GROUP: $575K Sale of Stockbridge Property Approved WOODBRIDGE GROUP: $900K Sale of Glenwood Springs Property Approved WOODBRIDGE GROUP: $985K Sale of Carbondale Properties Approved YUMA ENERGY: All 4 Proposals Approved at Annual Meeting [*] Beard Group 25th Annual Distressed Investing Conference Nov. 26 [^] BOOK REVIEW: Bankruptcy Crimes ********* 303 DEAN REALTY: Taps Rosen Kantrow as Legal Counsel ---------------------------------------------------- 303 Dean Realty Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Rosen, Kantrow & Dillon, PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; oversee the preparation of reports to the courts or creditors; conduct investigation or litigation; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $375 to $425 for associates and from $425 to $575 for partners. Avrum Rosen, Esq., at Rosen Kantrow, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Avrum J. Rosen, Esq. Rosen, Kantrow & Dillon, PLLC 38 New Street Huntington, NY 11743 Phone: 631-423-8527 Fax: 631-423-4536 Email: arosen@rkdlawfirm.com About 303 Dean Realty Inc. 303 Dean Realty Inc. is a real estate company that owns a property located in Brooklyn, New York, valued by the company at $4 million. 303 Dean Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 18-42786) on May 14, 2018. In the petition signed by Dawn Foster, president, the Debtor disclosed $4 million in assets and $2.86 million in liabilities. Judge Elizabeth S. Stong presides over the case. A'GACI LLC: 20.9%-22.1% Estimated Recovery for Unsecured Creditors ------------------------------------------------------------------ A'GACI, LLC filed with the U.S. Bankruptcy Court for the Western District of Texas its first amended disclosure statement in support of its plan of reorganization dated June 5, 2018. Class 6 under the plan consists of the general unsecured claims. Each holder of an Allowed Class 6 Claim will receive (i) its Pro Rata share of the Class 6 Note and (ii) its Pro Rata share of the cash proceeds, if any, from the Contingent Payment Agreement. The Class 6 Note will be an interest-free, unsecured note payable to the holders of Allowed Class 6 Claims on a pro rata basis in the amount of $4 million over a repayment period of up to 10 years. The Class 6 Note will be held by the Reorganized Debtor on behalf of holders of Allowed Class 6 Claims. In addition, solely in the event of a Change of Control of the Reorganized Debtor, holders of Allowed Class 6 Claims may be entitled to receive their Pro Rata share of the cash proceeds of the Contingent Payment Agreement. In summary, if a Change of Control occurs and the total proceeds of that transaction are in excess of a $12.5 million total enterprise value, then Allowed Class 6 Claims will be entitled to a Pro Rata cash payment of 35% of the proceeds in excess over the $12.5 million total enterprise value. The Contingent Payment Agreement does not contemplate the transfer of any equity in the Reorganized Debtor to holders of Allowed Class 6 Claims. Based on a projected recovery of $4 million from the Class 6 Note, the Debtor's estimated recovery for Allowed Class 6 claims is approximately 20.9% ($4 million/$19.1 million) to 22.1% ($4 million/$18.1 million). Distributions under the Plan will be made with: (1) Cash on hand, including Cash from operations; (2) the proceeds from the purchase of the New Membership Interests; (3) the New Credit Facility; and (4) the Class 6 Note, as applicable. A full-text copy of the First Amended Disclosure Statement dated June 5, 2018 is available at: http://bankrupt.com/misc/txwb18-50049-377.pdf A full-text copy of the original Disclosure Statement is available at: http://bankrupt.com/misc/txwb18-50049-336.pdf About A'GACI, L.L.C. Founded in San Antonio, Texas, A'GACI, L.L.C. -- http://www.agacistore.com/-- is a fast-fashion retailer of women's apparel and accessories. A'GACI attracts young, fashion-driven consumers through its value-pricing and frequent introductions of new and trendy merchandise. It operates specialty apparel and footwear stores under the A'GACI banner as well as a direct-to-consumer business comprised of its e-commerce Web site http://www.agacistore.com/Stores feature an assortment of tops, dresses, bottoms, jewelry, and accessories sold primarily under the Company's exclusive A'GACI label. In addition, the Company sells shoes under its sister brand labels of O'Shoes and Boutique Five. A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50049) on Jan. 9, 2018. In the petition signed by manager David Won, the Debtor disclosed $82 million in total assets and $62 million in total liabilities as of Nov. 25, 2017. The company listed $37.3 million in assets and $54.7 million in liabilities in a February 2018 court filing, according to a San Antonio Express-News report. The case is assigned to Judge Ronald B. King. Haynes and Boone, LLP, serves as the Debtor's bankruptcy counsel; Berkeley Research Group, LLC is the financial advisor; and SSG Advisors, LLC, is the investment banker. Kurtzman Carson Consultants LLC, is the claims, noticing and balloting agent. No trustee, examiner or official committee of unsecured creditors has been appointed in the case. ABT MOLECULAR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: ABT Molecular Imaging, Inc. 3024 Topside Business Park Louisville, TN 37777 Business Description: ABT Molecular Imaging, Inc. -- http://abt- mi.com -- is a medical imaging company marketing the BG-75 Biomarker Generator, which produces unit doses of molecular imaging drugs for positron emission tomography (PET) at the point of use. The company was founded in 2006 by industry experts in the molecular imaging industry. ABT's investor partners include Intersouth Partners, River Cities Capital and two TNInvestco Funds, Council & Enhanced Tennessee Fund and Limestone Fund. ABT employs 24 individuals across its operations, research and development, administration and sales functions. The Company is headquartered in Knoxville, Tennessee. Chapter 11 Petition Date: June 13, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 18-11398 Judge: Hon. Laurie Selber Silverstein Debtor's Counsel: Justin R. Alberto, Esq. Erin Fay, Esq. Daniel N. Brogan, Esq. Greg Flasser, Esq. BAYARD, P.A. 600 North King Street, Suite 400 P.O. Box 25130 Wilmington, DE 19801 Tel: 302-655-5000 Fax: 302-658-6395 Email: jalberto@bayardlaw.com efay@bayardlaw.com dbrogan@bayardlaw.com gflasser@bayardlaw.com Debtor's Investment Banker: SSG CAPITAL ADVISORS Five Tower Bridge, Suite 420 300 Barr Harbor Drive West Conshohocken, PA 19428 Tel: (610) 940-1094 Debtor's Claims & Noticing Agent: GARDEN CITY GROUP, LLC 1985 Marcus Avenue, Suite 200 Lake Success, NY 11042 Website: http://cases.gcginc.com/mii/maincase.php Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Peter Kingma, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb18-11398.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ronald Nutt Notes $1,879,534 PO Box 029011 Miami, FL 33102 Email: lynda@cayman-nutt.com Intersouth Partners VII, L.P. Notes $1,136,000 Dennis Dougherty 102 City Hall Plaza, Suite 200 Durham, NC 27701 Tel: (919) 493-6640 Email: djd@intersouth.com Icon Scientific, Inc. Trade $30,065 Email: icohen@iconsci.com Pitts & Lake, P.C. Professional Fees $23,673 Email: alake@pl-iplaw.com Resource Accounting Professional Fees $11,400 Email: Celina.lairson@employbridge.com Absolute Standards, Inc Trade $11,050 Email: jack@absolutestandards.com HYPROMA Trade $10,808 Email: ArieStam@hyproma.nl Thermo Electron North America LLC Trade $9,979 Email: cmd.fssc.collections@thermofisher.com ABX Trade $8,457 Email: genz@abx.de BSI Group America, Inc. Professional Fees $6,325 Email: billing.msamericas@bsigroup.com Scientific Commodities, Inc. Trade $6,228 Email: rhett@scicominc.com Allied Electronics Inc. Trade $5,937 Email: melissa.canup@alliedelec.com AFCO Notes $5,618 Email: denver@afco.com Carroll Ramsey Associates Trade $5,385 Email: cra@carroll-ramsey.com Sorbtech Trade $4,787 Email: tsinack@sobtech.com EANM Trade $3,054 Email: s.koebe@eanm.org Fisher Scientific Trade $2,979 Email: fs.order@thermofisher.com Valco Instruments Trade $2,712 Email: sales_usa@vici.com Agilent Technologies, Inc. Trade $2,673 Email: mike.wyant@agilent.com Goodfellow Corporation Trade $2,646 Email: matt.o'connor@goodfellowusa.com ABT MOLECULAR: Files for Chapter 11 With Backing From SWK --------------------------------------------------------- ABT Molecular Imaging, Inc., a Tennessee-based manufacturer for imaging agents used in positron emission tomography, has sought bankruptcy protection to look for a buyer, or, if unable to do so, file a plan sponsored by existing lender SWK Funding LLC. According to the Restructuring Term Sheet signed by the parties, in the event of a sale, the Debtors will set minimum bids of $5.3 million for substantially all of the Debtor's assets must $5,300,000. The debtors will comply with these milestones in the sale process: * June 13, 2018– Debtor commences its Bankruptcy Case and files aD; motion seeking approval for a 363 Sale of substantially all of its assets and entry of an order approving procedures for the conduc-t of the 363 Sale; * July 13, 2018 – the Bankruptcy Court shall hold a hearing to approve procedures for the conduct of the 363 Sale, and the order approving the conduct of the 363 Sale shall be entered within 2 business days after the hearing date; * Aug. 13, 2018 – bid deadline for the 363 Sale; * Aug. 16, 2018 – auction date for the 363 Sale (if needed); and * Aug. 17, 2018 – hearing date to approve 363 Sale (if needed). In a Plan scenario, the Debtor has agreed to file plan that provides that $5.0 million of the Prepetition SWK Obligations will be converted into 100% of the equity ownership of the reorganized Debtor. General unsecured claims that are not Prepetition Shareholder Note Claims will receive no distribution under the ABT Plan. Over the period of the twelve months ended on Dec. 31, 2017, ABT had consolidated sales of $5,403,000 and a consolidated net loss of $5,516,000. Road to Bankruptcy Peter Kingma, CEO, explains in court filings that ABT's management has been focused on raising capital to commercialize and develop the BG-75 and related products since ABT's initial formation. Early efforts were focused on raising capital from strategic partners and other investors. Eventually, ABT also took on the structured debt. Although ABT has continued to develop relationships with key partners and distributors, the process of penetrating markets in developing countries and negotiating agreements therein has proved time and capital intensive. While there is active interest in ABT's products throughout various markets, ABT's sales and support services have not generated enough revenue to support its operations. As a result, in 2015, ABT engaged an investment banker, SunTrust Robinson Humphrey, to assist with further capital raises or potentially a sale of the business. That process did not yield further capital or a purchaser and ABT ended the engagement with SunTrust Robinson Humphrey in 2016. In August 2017, ABT engaged SSG to further market the Company. In the 10 months since its initial retention by ABT, SSG has contacted 62 parties regarding ABT. Of those parties, 13 executed or were already parties to a non-disclosure agreement with ABT. Certain parties that showed continued interest received access to the virtual data room and eight parties met with management regarding the opportunity. Only one written offer was ultimately received and this party ultimately decided to not pursue the opportunity prior to executing a definitive purchase agreement. Throughout this process, ABT received incremental funding from SWK to enable ABT's business to operate and the marketing process to continue. SWK was unwilling to continue to fund for an indefinite period of time and ABT ultimately determined that a chapter 11 filing was the best and only viable path to maximize the value of the Debtor's assets. As a result, ABT and SWK negotiated a term sheet regarding post-petition financing for a chapter 11 process. SWK further agreed to sponsor a chapter 11 plan, in the event that an appropriate purchaser does not emerge through a sale process. SWK's plan term sheet would restructure the Debtor's prepetition balance sheet and position the Debtor to exit from bankruptcy as a viable go-forward business. In addition, the Debtor will consider all viable alternative proposals submitted in accordance with the bid procedures the Debtor will propose. Prepetition Capital Structure As of the Petition Date, ABT's funded debt consists of two secured term loan facilities agented by SWK Funding LLC and several unsecured loans from two of its shareholders, Intersouth Partners VII, L.P. and Mr. Ronald Nutt. As of the Petition Date, the aggregate principal outstanding under the first lien term loan from SWK predecessory Square 1 Bank is approximately $9,683,333, including $2,350,000 in amounts that were advanced from and after Jan. 1, 2018. Upon entry of the final financing order, the post-January 1, 2018 advances under the First Lien Term Loan will be "rolled up" into the Debtor's postpetition financing facility. As of the Petition Date, the aggregate principal outstanding under the Second Lien Term Loan from lenders led by SWK, as administrative agent, is $16,161,455. ABT entered into several subordinated unsecured promissory notes with Intersouth, in the aggregate amount of $1,136,000. ABT and Mr. Nutt also entered into two subordinated unsecured promissory notes, in the aggregate amount of approximately $1.8 million. Chapter 11 Case The Debtor has commenced this chapter 11 case to maximize the value of its assets through a restructuring or sale. In connection with its petition, the Debtor has filed certain "first day motions" motions seeking relief designed to ensure a seamless transition between the Debtor's prepetition and postpetition business operations, facilitate a smooth reorganization or sale, and minimize any disruptions to the Debtor's operations. In addition, the Debtor soon will be filing certain additional motions to be considered at the "second day hearing," including a motion for bid procedures and a motion to establish bar dates. About ABT Molecular Imaging ABT Molecular Imaging, Inc. -- http://abt-mi.com/-- is a medical imaging company marketing the BG-75 Biomarker Generator, which produces unit doses of molecular imaging drugs for positron emission tomography (PET) at the point of use. The company was founded in 2006 by industry experts in the molecular imaging industry. ABT's investor partners include Intersouth Partners, River Cities Capital and two TNInvestco Funds, Council & Enhanced Tennessee Fund and Limestone Fund. ABT employs 24 individuals across its operations, research and development, administration and sales functions. The Company is headquartered in Knoxville, Tennessee. On June 13, 2018, ABT Molecular Imaging sought Chapter 11 protection (Bankr. D. Del. Case No. 18-11398). As of Dec. 31, 2017, the Company's assets had a net book value of $2,507,000 and it had total liabilities of $30,509,000. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped BAYARD, P.A., as counsel; SSG CAPITAL ADVISORS as investment banker; and GARDEN CITY GROUP, LLC, as the claims agent. ADVANCED PRIMARY: First Tennessee Objects to Disclosure Statement ----------------------------------------------------------------- First Tennessee Bank National Association objects to the approval of the disclosure statement filed on February 21, 2018 by Advanced Primary Care, LLC. The Movant complained that the Debtor's Disclosure Statement does not contain adequate information, as required by U.S.C. Section 1125(b) of the Bankruptcy Code, when it failed to provide a specific information regarding items normally contained in a disclosure statement. Furthermore, the Disclosure Statement purports to support a Plan that cannot be confirmed on its face. First Tennessee filed a claim in the amount of $131,310.92, the basis of which is a promissory note but on the disclosure statement the Debtor incorrectly refers to First Tennessee as having a "lease" relationship with Debtor, and a balance of approximately $7,300. The Disclosure Statement fails to explain why it contradicts the Plan. First Tennessee Bank National Association is represented by: John C. Speer, Esq. Amy Worrell Sterling, Esq. Bass, Berry & Sims PLC 100 Peabody Place, Suite 1300 Memphis, TN 38103 Tel: (901) 543-5900 Fax: (901) 543-5999 Email: jspeer@bassberry.com asterling@bassberry.com About Advanced Primary Care, LLC Advanced Primary Care, LLC, is a limited liability company which provides medical services to consumers in Memphis, Shelby County, Tennessee. The Debtor operates its business in 5983 Appletree Drive, Memphis, Tennessee. The business was started on June 30, 2006, in Shelby County. Michael Jones is the sole member. Advanced Primary Care, LLC, based in Memphis, TN, filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 17-24732) on May 30, 2017. The Hon. Paulette J. Delk presides over the case. Eugene G. Douglass, Esq., at Douglass & Runger, serves as bankruptcy counsel. In its petition, the Debtor estimated $30,295 in assets and $1.06 million in liabilities. The petition was signed by Michael A. Jones, chief manager. The Company previously sought bankruptcy protection on July 15, 2016 (Bank. W.D. Tenn. Case No. 16-26388). ANDERSON SHUMAKER: AS 1902 Buying All Assets for $5.3 Million ------------------------------------------------------------- Anderson Shumaker Co. asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of substantially all assets to AS 1902, LLC for $5,310,000, plus the elimination of the remediation escrow from its Asset Purchase Agreement (valued at $100,000). The Debtor's First Amended Plan of Liquidation contemplates a sale of substantially all assets as the mechanism for funding it. On May 8, 2018, the Court entered the Sale Procedures Order authorizing and approving, among other things, bidding procedures in connection with the sale of substantially all of assets, scheduling an Auction, approving the stalking horse bid of AS Forge Acquisition LLC, approving the break-up fee, and scheduling the Sale Hearing. Pursuant to the Sale Procedures Order, the Debtor conducted an Auction for the Acquired Assets on May 31, 2018. The winning bid at the Auction was submitted by AS 1902 in the amount of $5,310,000, plus the elimination of the remediation escrow from its Asset Purchase Agreement (valued at $100,000). The Back-Up Bid at the Auction was submitted by the stalking horse, AS Forge Acquisition, LLC in the amount of $5,150,000, plus the elimination of the remediation escrow from its Stalking Horse APA. The Debtor asks approval of the Sale of the Acquired Assets to AS 1902 pursuant to the terms of its Winning Bid and APA including the assumption of certain executory contracts. In addition, pursuant to terms of the Sale Procedures Order, it asks authority to pay AS Forge Acquisition the Break-Up Fee in the amount of $150,000 at the Closing of the Sale. Finally, it asks authority to close the Sale under the Back-Up Bid of AS Forge Acquisition in the event that AS 1902 fails to close by July 5, 2018. A hearing on the Motion is set for June 5, 2018 at 10:00 a.m. About Anderson Shumaker Based in Chicago, Illinois, Anderson Shumaker Company provides open die forgings and custom forgings in various shapes and finishes using stainless steel, aluminum, carbon steel and various grades of alloy steel. Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-05206) on Feb. 23, 2017. In the petition signed by CEO Richard J. Tribble, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Donald R Cassling. Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman, Simon, Welch & Clar serve as counsel to the Debtor. The Debtor tapped CFO Advise LLC as financial advisor and RSM US LLP as accountant. In September 2017, the Debtor sought approval to hire Fort Dearborn Partners Inc. as its financial advisor, to provide projections for its Chapter 11 plan of reorganization and to perform financial functions required during the remainder of the Debtor's bankruptcy case. U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The committee members are: (1) Electralloy, G.O. Carlson, Inc.; (2) Carlson Tool & Manufacturing Corp.; (3) Progressive Steel Treating, Inc.; (4) Haynes International, Inc.; and (5) Ellwood Group. Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L. Janczak, Esq., and Trinitee G. Green, Esq., at Freeborn & Peters LLP, serve as counsel to the Committee. On May 8, 2018, the Court confirmed the Debtor's First Amended Plan of Liquidation. ANTIGUA CANTINA: Unsecureds to Get 100% Over 5 Years at 4.25% ------------------------------------------------------------- The hearing at which the U.S. Bankruptcy Court for the Eastern District of California will determine whether to confirm Antigua Cantina & Grill, Inc.'s Chapter 11 Plan will take place on June 18, at 10:00 a.m. The Debtor is a California corporation, formed in November 2015 for the purpose of owning and leasing the property commonly known as 2019 O Street, Sacramento, California. Felipe Olvera, Jr., is the sole shareholder and President of the Debtor. The Debtor estimates that the total amount of Class 13 general unsecured claims to be approximately $8,208.52, consisting solely of the allowed unsecured claim of the Sacramento Municipal Utility District. The Debtor will repay 100% of Allowed Unsecured Claims in equal monthly installments over five years from the Effective Date of the Plan. Interest on Allowed Unsecured Claims will accrue at the rate of 4.25% per annum. On the first day of the month following the month in which the Effective Date of the Plan occurs, the Debtor will begin monthly payments, consisting of principal and interest, in the amount of $152.10 on Class 13 general unsecured claims. These payments will continue until the Class 13 general unsecured claims are paid in full. The Debtor will fund the Plan with the proceeds and profits of leasing the O Street Property. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/caeb18-20608-69.pdf About Antigua Cantina Antigua Cantina & Grill, Inc., is a California corporation, formed in November 2015 for the purpose of owning and leasing the property commonly known as 2019 O Street, Sacramento, California. Felipe Olvera, Jr., is the sole shareholder and President of the debtor. Antigua Cantina previously filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 15-29600) on Dec. 14, 2015. Antigua Cantina again filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-20608) on Feb. 2, 2018, and is represented by Noel Knight, Esq., at The Law Offices of Noel Knight, in Sacramento, California. APPALACHIAN CHRISTIAN: Fitch Affirms BB- Rating on 2013 $18MM Bonds ------------------------------------------------------------------- Fitch Ratings has removed from Rating Watch Negative and affirmed the 'BB-' rating on the following bonds issued by the Health and Educational Facilities Board of the City of Johnson City, Tennessee on behalf of Appalachian Christian Village (d/b/a Cornerstone Village) (ACV): - $18 million revenue refunding and improvement bonds (Appalachian Christian Village), series 2013. The Rating Outlook is Negative. SECURITY The bonds are secured by a pledge of gross revenues and a mortgage on certain property of the obligated group, consisting of Appalachian Christian Village and Appalachian Christian Village Foundation, Inc. A fully funded debt service reserve fund provides additional security. KEY RATING DRIVERS COVENANT VIOLATION RESOLUTION: Removal of the Rating Watch Negative reflects the release of ACV's fiscal 2017 audited financial statements and the final debt service coverage (DSC) calculation, which indicated no DSC covenant violation under its master trust indenture (MTI) for fiscal 2017. This is primarily a result of the exclusion of ACV's ventilation unit revenues and expenses, which, per its MTI, are allowed to be excluded from both calculations until fiscal 2022. IMPROVING OPERATIONAL PERFORMANCE: The affirmation reflects ACV's improved operational performance in fiscal 2018 (unaudited), which is attributed to various initiatives aimed to improve their financial performance, including enhanced marketing efforts, operating expense controls, and payor mix improvement initiatives. In fiscal 2018, ACV had a 95.6% operating ratio, 8.3% net operating margin (NOM), and 11.9% NOM-adjusted, which are all strong improvements from fiscal 2017 levels. DETERIORATING LIQUIDITY POSITION: Despite improving its operational performance in fiscal 2018, ACV's unrestricted cash and investment position fell 32% to $3.4 million which translates into 69 days cash on hand (DCOH), 17.8% cash to debt, and 2.7x cushion ratio. All three metrics remains below Fitch's below investment grade (BIG) medians of 283 DCOH, 34.2% cash to debt, 4.4x cushion ratio. The Negative Outlook reflects ACV's further weakened liquidity position, which affords little-to-no financial flexibility at the current rating level. MANAGEABLE LONG-TERM LIABILITY: ACV's long-term liabilities remain manageable as evidenced by maximum annual debt service (MADS) equating to 6.7% of fiscal 2018 revenues, which remains very favorable to Fitch's BIG median 17.1%. Debt to net available improved to 8.2x which also compares favorably to the median of 8.8x. RATING SENSITIVITIES OPERATIONAL/LIQUIDITY DETERIORATION: Fitch believes ACV needs to further improve its operational performance and begin to improve its liquidity position to stabilize the rating. Conversely, further operational pressure or any further liquidity deterioration will likely result in negative rating action. CREDIT PROFILE ACV is a Type-C continuing care retirement community located in Johnson City, TN with 177 ILUs, 89 assisted living units (ALUs), and 103 SN beds located on two campuses, Sherwood and Pine Oaks. Of the 89 ALUs, 69 are located at Pine Oaks Assisted Living Community, which is leased and operated by ACV, but not part of the obligated group. Fitch reviews the financial results of the obligated group, which reported approximately $18.8 million in total operating revenues in fiscal 2018 (unaudited). FISCAL 2017 COVENANT RESOLUTION The removal of the Rating Watch Negative reflects the release of ACV's fiscal 2017 audited financial statements and its final MTI covenant calculations, which illustrated final debt service coverage above 1x. In fiscal 2017, ACV reported a 1.02x DSC calculation and a 115 DCOH. While both are below their MTI covenants of 1.2x and 120, respectively, neither will result in an event of default under its MTI. ACV's final covenant calculations excluded the revenues and expenses of its new ventilation units from its calculation, which is allowed per its MTI through fiscal 2022. IMPROVING OPERATIONS In conjunction with the hiring of an outside consultant, management is underway on implementing various initiatives geared toward improving their core operations. Some of these initiatives are: enhancing marketing efforts designed to improve census, improving resident relations, increasing exposure to Medicare in its SNF, and managing operating expenses to be more in line with industry benchmarks. ACV was able to keep its ILU occupancy flat in fiscal 2018, while improving SNF occupancy to 82% from 77% in fiscal 2017. Although ILU census remained flat in fiscal 2018, ACV management reports current census levels near 80% reflecting their revamped marketing efforts. Additionally, ACV is now a preferred provider with Ballad Health (AA-/Stable), which should continue to provide a pipeline of external admits and help stabilize ACV's SNF census levels. Overall, ACV's recent initiatives helped drive an improved operational performance in fiscal 2018 as evidenced by ACV's 95.6% operating ratio, 8.3% NOM, and 11.9% NOM-adjusted which all remain strong improvements from fiscal 2016 levels of 105.2%, negative 0.2%, and negative 0.1%. FURTHER LIQUIDITY DETERIORATION Despite improving its operational performance in fiscal 2018, ACV's unrestricted cash and investment position declined another 34% to $3.4 million which translates into 69 DCOH, 17.8% cash to debt, and 2.7x cushion ratio. All three metrics remains weaker than Fitch's BIG medians of 283 DCOH, 34.2% cash to debt, 4.4x cushion ratio. The Negative Outlook reflects the ongoing pressures on ACV's liquidity position which remains substantially lower than the $6.8 million it had in fiscal 2015. Any further pressures on ACV's liquidity position would likely result in negative rating action. LONG-TERM LIABILITY PROFILE ACV'S only long-term debt outstanding remains the $18 million in series 2013 bonds, which are fixed-rate, have a MADS of $1.2 million, and have a final maturity of 2043. Additionally, ACV has a small line of credit and some capital leases outstanding. Overall, ACV's long-term liabilities remain very manageable as evidenced by MADS equating to a favorable 6.7% of total fiscal 2018 revenues, which compares favorably to Fitch's BIG medians of 17.1%. Additionally, debt to available remains solid at 8.2x in fiscal 2018 which also compares favorably to Fitch's 'BIG' median of 8.8x. ACV has also improved its coverage levels in fiscal 2018, with MADS coverage of 1.8x and revenue-only coverage of 1.2x. Per its MTI calculation, which excludes revenues and expenses of its ventilation units, ACV is reporting a 2.4x MADS coverage in fiscal 2018 (unaudited). DISCLOSURE ACV covenants to provide annual audited financial statements within 150 days of the end of each fiscal year and quarterly unaudited financial disclosure within 45 days of each quarter end. APPVION INC: Completes Sale to Franklin Advisers-Led Lender Group ----------------------------------------------------------------- Appleton, Wisconsin-based Appvion said the sale of substantially all of the Company's assets to a group of its lenders led by Franklin Advisers, Inc. has been completed. The transaction will significantly reduce Appvion's debt, provide additional liquidity, and better position the Company to compete long-term in the evolving specialty paper market and further invest in the innovation that has made it a market leader. The sale was approved by the U.S. Bankruptcy Court for the District of Delaware on May 14, 2018. The total consideration was approximately $365 million, plus the assumption of substantial liabilities, including many of the Company's contractual obligations. Ratification of New Collective Bargaining Agreements Prior to the closing of the transaction, the Company reached agreement with the United Steelworkers Union on new collective bargaining agreements for Appvion's manufacturing facilities in Appleton, Wisconsin, West Carrollton, Ohio, and Roaring Spring, Pennsylvania. The new three-year agreements, which were ratified at the end of May, cover approximately 830 Appvion employees. Paper Industry Veterans Join Management Team George W. Wurtz III, who has served as a member of Appvion's board of directors for nearly seven years, has been named president, chief executive officer, and chairman of the Company's newly-formed board. Jim Tyrone, who served as a senior vice president at Appvion from 2010 to 2012, has been named senior vice president of sales and marketing. These appointments are effective immediately. "I would like to thank Kevin Gilligan for his leadership and many contributions during his tenure as CEO, helping Appvion navigate opportunities and challenges as well as its successful restructuring and sale process, and recognize Justin Merritt for his commitment to serving our customers as our sales and marketing lead through sale completion," said George Wurtz. "With nearly four decades of experience in the paper and packaging sector, George Wurtz brings a unique blend of deep industry, operational, and financial expertise to Appvion, along with broad knowledge of its capabilities and markets," said Mark Boyadjian of Franklin Advisers. "We trust that George will engage Appvion's strong leadership team and dedicated employees to best position the company for long-term growth and success." "I'm honored to have been selected as Appvion's CEO," said Wurtz. "This is a period of great opportunity for Appvion, as we have completed our sale and are positioned more strongly than ever. I look forward to working together with the leadership team, our talented employees, our valued suppliers, and our new owners to serve our customers and build this company's future." Appvion and certain of its subsidiaries filed voluntary Chapter 11 cases in October to facilitate a balance sheet restructuring and better position the business for long-term growth and success. On May 23, 2018, Appvion filed with the Bankruptcy Court a Chapter 11 Plan of Liquidation to wind down the cases while the Company continues to operate in the ordinary course. The proposed Plan and the previously approved global settlement among Appvion, the Purchaser, Franklin Advisers, the Official Committee of Unsecured Creditors, and holders of the Company's $250 million of second lien notes pave the way for completion of the Chapter 11 cases in an expeditious manner. DLA Piper is serving as legal counsel to Appvion, Guggenheim is serving as the Company's investment banker, and AlixPartners is providing Chief Restructuring Officer services. O'Melveny & Myers, PJT Partners LP, and MERU are serving as advisors to Franklin Advisers on the transaction. About George W. Wurtz III George Wurtz joined Appvion and Paperweight Development Corp. as a director in July 2011. Wurtz co-founded Soundview Paper Company, a manufacturer and distributor of finished paper products, where he previously served as chairman of the board of directors and chief executive officer. Prior to Soundview, Wurtz was the chief executive officer and president of WinCup, a leading manufacturer and distributor of a broad line of disposable foodservice products, and an executive vice president of Georgia-Pacific Corporation, a then publicly-traded leading maker of tissue, pulp, paper, packaging, building products, and related chemicals, after it acquired the James River Corporation / Fort James Corporation, where he had held a number of executive management positions. In addition to serving as chairman of Appvion's board, Wurtz is currently a director of Remington Outdoor Company, Mohawk Fine Papers, Bemis Company, and Urbanspace. He also serves as a director and as chairman of the State University of New York (SUNY) at Oswego Engineering Advisory Board. Wurtz received a bachelor's degree in industrial arts and technology from SUNY Oswego in 1978. About Jim Tyrone Jim Tyrone returns to Appvion with 36 years of management experience and an outstanding record of executive leadership in delivering strong market, financial, and operational results. He most recently served as executive vice president of commercial operations and business development for NewPage Corporation. Tyrone's career in the paper industry began with Mead Corporation, where he served as vice president and general manager of the carbonless paper business unit, president of the fine paper division, vice president of Mead's paper division (all coated, carbonless, and uncoated paper products), and senior vice president of sales and marketing for MeadWestvaco Corporation prior to its spinoff of NewPage. His responsibilities included managing channel strategy, sales and profit margin growth, product improvements, organizational changes, productivity, throughput, and cost improvements. Tyrone earned a master's degree in business administration from Harvard University and a bachelor's degree in chemical engineering from the University of Virginia. About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio, and a pulp and paper mill in Roaring Spring, Pennsylvania. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. ARCIMOTO INC: Stockholders Elected 4 Directors ---------------------------------------------- Arcimoto, Inc., held its 2018 annual meeting on June 9, 2018 at which the shareholders elected Mark D. Frohnmayer, Terry L. Becker, Jeff Curl and Thomas Thurston to the Company's board of directors for a one-year term or until their successors have been elected and qualified. Shareholders of the Company approved a proposal for the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan pursuant to which up to 1,000,000 shares of the Company's common stock are available for issuance as equity incentives to its employees, directors and consultants who meet certain criteria. The Company's board of directors approved the Plan on April 6, 2018, subject to shareholder approval, and also approved on that date forms of a Notice of Stock Option Grant and Award Agreement and Restricted Stock Award Agreement. About Arcimoto, Inc. Arcimoto, Inc., designs, develops, manufactures, and sells three-wheeled electric vehicles. Over the course of its first ten years, the Company designed built and tested eight generations of prototypes, culminating in the Fun Utility Vehicle. The Fun Utility Vehicle is a pure electric solution that is approximately a quarter of the weight, takes up a third of the parking space of, and is dramatically more efficient than the average passenger car in the United States. The report from the Company's independent accounting firm dbbmckennon, 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 and has earned limited revenues from its intended operations, which raises substantial doubt about its ability to continue as a going concern. Arcimoto incurred a net loss of $3.31 million in 2017 and a net loss of $1.91 million in 2016. As of March 31, 2018, Arcimoto had $15.86 million in total assets, $1.98 million in total liabilities and $13.87 million in total stockholders' equity. ARLINGTON COMPANY: Seeks to Retain President Brenda Smith --------------------------------------------------------- The Arlington Company of Sarasota, Inc., has filed an application seeking approval from the U.S. Bankruptcy Court for the Middle District of Florida to retain its president Brenda Smith. The services being provided by Ms. Smith include daily administration and operations of the Debtor's business; maintaining all records of the business; administration of accounts receivable and billing; and advertising and marketing. Ms. Smith will receive $400 weekly for her services. Ms. Smith disclosed in a court filing that she has no other corporate interests that are in conflict with the Debtor. About The Arlington Company of Sarasota The Arlington Company of Sarasota, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04164) on May 21, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The Debtor tapped Melody Genson, Esq., as its legal counsel. ARLINGTON COMPANY: Seeks to Retain Vice President Paul Smith ------------------------------------------------------------ The Arlington Company of Sarasota, Inc., has filed an application seeking approval from the U.S. Bankruptcy Court for the Middle District of Florida to retain its vice president Paul Smith. The services being provided by Mr. Smith include overseeing the daily operations of the Debtor's business; managing the gift and antique retail shop; and managing and organizing its floral business process and functions. Mr. Smith will be paid $400 weekly for his services. Mr. Smith disclosed in a court filing that he has no other corporate interests that are in conflict with the Debtor. About The Arlington Company of Sarasota The Arlington Company of Sarasota, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04164) on May 21, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The Debtor tapped Melody Genson, Esq., as its legal counsel. AV HOMES: Moody's Puts B3 CFR under Review for Upgrade ------------------------------------------------------ Moody's Investors Service placed all of the ratings of AV Homes, Inc., including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 rating on its senior unsecured notes under review for upgrade. This action follows AV Homes' announcement of its upcoming purchase by Taylor Morrison Home Corporation ("TMHC"), whose bond-issuing entity, Taylor Morrison Communities, Inc., is rated Ba3. RATINGS RATIONALE The review is prompted by the proposed acquisition of AV Homes by TMHC. TMHC will acquire all of the outstanding shares of AV Homes' common stock at $21.50 per share in a cash and stock transaction valued (including outstanding AV Homes' debt) at approximately $963 million. The transaction has been unanimously approved by the Boards of Directors of both TMHC and AV Homes and will be submitted to the stockholders of AV Homes for approval. The transaction is expected to close late in the third quarter or early in the fourth quarter of 2018 and the closing is subject to customary closing conditions. TPG Capital, the holder of approximately 40% of AV Homes' common stock, has agreed to vote all of its shares of AV Homes common stock in favor of the transaction. Under the terms of the agreement, AV Homes' stockholders will have the option to receive, at their election, consideration per share equal to (i) $21.50 in cash, (ii) 0.9793 shares of Taylor Morrison Class A common stock or (iii) the combination of $12.64 in cash and 0.4034 shares of Taylor Morrison Class A common stock, subject to an overall proration of approximately 60% cash and 40% stock. AV Homes' $400 million of 6.625% senior unsecured notes due 2022 is expected to be assumed and guaranteed by TMHC, while its $80 million senior convertible note due 2020, which is unrated, is expected to convert or be purchased for cash. The proposed acquisition is a strong credit positive for AV Homes in that it will now become part of a larger, more diversified, more highly rated homebuilder. For TMHC, besides an expected $30 million of synergies, the acquisition will permit it to go deeper into five of its attractive existing markets and expand its presence into the first-time and active adult segments. The review will consider the consummation of the transaction as currently proposed and the combined entity's credit metrics, in particular, debt to capitalization and interest coverage. Furthermore, the review will evaluate the expected synergies of $30 million, execution and strategy. The following rating actions were taken: Issuer: AV Homes, Inc. Corporate Family Rating, rated B3, under review for upgrade; Probability of Default Rating, rated B3-PD, under review for upgrade; $400 million gtd senior unsecured notes due 2022 rated B3 (LGD4), under review for upgrade; Outlook, changed to rating under review from stable The ratings will be upgraded if the transaction closes as currently anticipated. The ratings could be taken off review and B3 Corporate Family Rating confirmed if the transaction will not take place. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. AV Homes, Inc., headquartered in Scottsdale, AZ, is a public homebuilder that designs, builds and sells homes in Arizona, Florida, Texas, North Carolina, and South Carolina, and also engages in community development and land sales. The company focuses on the development and sale of homes to first-time and move-up buyers in active adult communities and primary residential communities. Beginning in January 2018, the company began operating in Dallas, Texas through the acquisition of Oakdale-Hampton Homes. During the trailing 12 month period ending March 31, 2018, AV Homes generated total homebuilding revenues (including land sales but excluding amenity income) of approximately $822 million. Consolidated net income was $(27) million, with the latter figure negatively impacted by the nearly $40 million write-down of the value of its deferred tax assets. Headquartered in Scottsdale, Arizona, Taylor Morrison Home Corporation, the indirect parent company of Taylor Morrison Communities, Inc., operates in the U.S. under the Taylor Morrison and Darling Homes brand names. The company is a builder and developer of single-family detached and attached homes, serving a wide array of customers including first-time, move-up, luxury, and age 55+. The company's Taylor Morrison divisions operate in Arizona, California, Colorado, Florida, Texas, Georgia, North Carolina and Illinois, while Darling Homes serves move-up and luxury homebuyers in Texas. For the trailing 12 months ended March 31, 2018, total revenues were $3.8 billion and net income was $188 million. AV HOMES: S&P Puts 'B-' CCR & Debt Rating on Watch Positive ----------------------------------------------------------- S&P Global Ratings placed its ratings on AV Homes Inc., including the 'B-' corporate credit rating and 'B-' issue-level ratings on the company's senior unsecured debt, on CreditWatch with positive implications. The recovery rating on AV Homes' debt remains '3', which indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of payment default. AV Homes and Taylor Morrison announced today that they have entered into a definitive agreement under which Taylor Morrison will acquire all outstanding shares of AV Homes common stock at $21.50 each in a cash and stock transaction valued at approximately $963 million. The transaction will include Taylor Morrison's assumption of AV Homes' estimated $480 million debt. The CreditWatch with positive implications reflects S&P's expectation for AV Homes' debt to be fully paid off and for the entity to cease to exist when the merger closes. S&P expects to withdraw the rating when the transaction closes later this year. AYTU BIOSCIENCE: Obtains Exclusive License to Zolpimist from Magna ------------------------------------------------------------------ Aytu BioScience, Inc. entered into a license agreement with Magna Pharmaceuticals, Inc. on June 11, 2018, pursuant to which Magna granted to the Company an exclusive, sub-licensable, royalty-bearing license in the United States and Canada related to Zolpimist. The License Agreement may be terminated by either the Company or Magna on the occurrence of a material breach of the License Agreement and by the Company in its discretion upon a 60 day prior written notice and the payment of a certain termination fee. As consideration for the license granted, the Company made a cash payment to Magna. Additionally, the Company will pay Magna certain royalty fees until 2025. Annual sales in the U.S. prescription sleep aid category were $1.8 billion over the 12-month period ending February 2018, approximately the same as the testosterone replacement prescription category. The Company believes that the addition of Zolpimist will complement ongoing Natesto selling efforts among primary care physicians and add another revenue-generating product to the Company's portfolio. Zolpimist is an FDA-approved, proprietary, oral spray formulation of zolpidem tartrate and is indicated for the short-term treatment of insomnia characterized by difficulties with sleep initiation. Insomnia is the most common specific sleep disorder, with short-term sleep issues reported by about 30% of U.S. adults. Josh Disbrow, Aytu BioScience's chief executive officer commented, "We continue to be pleased with the ongoing launch of Natesto in the U.S. via the Company's direct sales force and the momentum we have achieved through our recently launched Natesto Support Program. We are now excited to add another approved product to our portfolio. Given the substantial overlap in prescribers of testosterone replacement therapies, and Natesto in particular, and anti-insomnia treatments, we believe that this acquisition enables the Company to efficiently expand its product portfolio and market both Natesto and Zolpimist to the primary care physicians we already call on. Our prescribers have embraced the novel nasal delivery of Natesto for the treatment of hypogonadism, and likewise, we believe that Zolpimist's uniquely-delivered oral spray will present a unique, complementary clinical story in a similarly large, adjacent therapeutic category. We look forward to launching Zolpimist while continuing to drive adoption of Natesto in the U.S." For the twelve months ending February 2018, there were over 43 million prescriptions of non-benzodiazepine sleep aids written in the U.S., and zolpidem tartrate (brand name Ambien) was the most commonly prescribed sleep aid. More than 30 million prescriptions of various forms of zolpidem tartrate are prescribed annually in the U.S. Zolpimist's unique oral spray formulation enables high bioavailability via rapid absorption through the oral mucosa and no first-pass metabolism through the liver, resulting in a rapid onset of sleep. The Company is planning to launch Zolpimist later this calendar year via its direct sales force, calling on the overlapping prescribers of both testosterone replacement therapies and insomnia treatments. Over 50% of current Natesto prescribers are primary care clinicians and significant prescribers of sleep aids, so the Company expects to synergize sales efforts by promoting two products to these same physician targets. Mr. Disbrow continued, "We believe Zolpimist will serve a large need in insomnia, which affects up to 30% of Americans, while giving our sales representatives another novel product to sell to their primary care physicians. We thank licensor Magna Pharmaceuticals for selecting Aytu BioScience to commercialize Zolpimist and look forward to working with Magna as we build awareness and grow prescription demand for this important, novel product." About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu BioScience reported a net loss of $22.50 million for the year ended June 30, 2017, a net loss of $28.18 million for the year ended June 30, 2016, and a net loss of $7.72 million for the year ended June 30, 2015. As of March 31, 2018, the Company had $23.37 million in total assets, $10.62 million in total liabilities and $12.75 million in total stockholders' equity. Aytu BioScience received on April 9, 2018 a letter from The Nasdaq Stock Market LLC indicating that the Company has failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on the Nasdaq Capital Market maintain a minimum closing bid price of at least $1.00 per share. Going Concern For the quarter ended March 31, 2018, and for the most recent four quarters ended March 31, 2018, the Company used an average of $3.8 million of cash per quarter for operating activities. Looking forward, the Company expects cash used in operating activities to be in the range of historical usage rates, and the Company expects its revenue to increase. Therefore, it is uncertain as to whether the Company is sufficiently capitalized. The Company said that because it may not have a large enough cash balance as of March 31, 2018, Accounting Standards Update 2014-15, Presentation of Financial Statements -- Going Concern (Subtopic 205-40) requires the Company to report that there is an indication that substantial doubt about the Company's ability to continue as a going concern exists. "The ability of the Company to continue its operations is dependent on management's plans, which include continuing to build on the historical growth trajectory of Natesto, seeking to acquire cash generating assets and if needed, accessing the capital markets through the sale of our securities. Based on our ability to raise capital in the past as well as our continued growth, the Company believes additional financing will be available and will continue to be available to support the current level of operations for at least the next 12 months from the date of this report. There can be no assurance, however, that such financing will be available on terms which are favorable to the Company, or at all. While Company management believes that its plan to fund ongoing operations will be successful, there is uncertainty due to the Company's limited operating history and therefore no assurance that its plan will be successfully realized," the Company stated in its Quarterly Report for the period ended March 31, 2018. BADLANDS ENERGY: $13K Sale of Office Furniture and Equipment Okayed ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Badlands Energy, Inc., and its affiliates (i) to sell office furniture and equipment to Altamont Energy, LLC for $13,000; and (ii) to sublease their headquarters located at 7979 East Tufts Avenue, Suite 1150, Denver, Colorado nunc pro tunc from March 1, 2018, until June 30, 2018. The sale is free and clear of liens, claims and interests. Badlands is authorized to sublease the Premises to Altamont, nunc pro tunc from March 1, 2018 to June 30, 2018. The Term Sheet for Sublease of Office Space and Purchase of Office Furniture and Equipment is approved. About Badlands Energy Denver, Colorado-based Badlands Energy, Inc. -- http://badlandsenergy.framezart.com/-- is an E&P company that has been involved in the Uinta Basin for over a decade. The Company also operates in California and has been involved in exploration projects in Wyoming and Nevada. Initially operating as a public company known as Gasco Energy, Inc., the Company underwent a restructuring that was completed in October 2013. This resulted in a recapitalization followed by taking the company private. The final step in this was a name change to Badlands Energy, Inc. Badlands Energy, Inc., Badlands Production Co., Badlands Energy-Utah, LLC, and Myton Oilfield Rentals, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos. 17-17465, 17-17467, 17-17469 and 17-17471) on Aug. 11, 2017. The petitions were signed by Richard Langdon, president and CEO. Badlands Energy estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million; Badlands Production's assets at $1 million and $10 million and liabilities at $10 million to $50 million; Badlands Energy-Utah's assets at $1 million to $50 million; and Myton Oilfield Rentals' assets at $100,000 to $500,000 and liabilities at $10 million to $50 million. The cases are assigned to Judge Kimberley H. Tyson. The Debtors tapped Lindquist & Vennum LLP as their counsel and Parkman Whaling LLC as their financial advisor. R2 Advisors, LLC is the Debtors' consultant. BERTUCCI'S HOLDINGS: Proposed $20 Million Sale of Pizza Chain OK'd ------------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Bertucci's Corp. to sell its assets to Bertucci's Holding, LLC for $20 million. The purchase price consists of (i) $3.05 million in cash, (ii) cash in the amount of the termination fee, (iii) a credit in the aggregate amount under the Debtors' DIP credit facility at closing, but for no greater than $4 million, and (iv) the issuance by the Buyer of $13 million in new second lien notes. The Auction was conducted on June 4, 2018. The Sale Hearing was held on June 5, 2018. The sale is free and clear of all Liens and Claims. Subject to the terms of the Agreement and the occurrence of the Closing Date thereunder, the Debtors are authorized to assume the Transferred Contracts and assign such contracts to the Successful Bidder. The Transferred Contracts identified in Exhibit B are deemed assumed by the Debtors and assigned to the Successful Bidder effective as of the Closing Date. The Cure Amounts are fixed at the amounts set forth in Exhibit B. The contracts identified as rejected on Exhibit B are deemed rejected as of the Closing. As promptly after the Closing Date as is practical, the Cure Costs relating to Transferred Contracts to which the Debtors and the applicable contracting counterparty have agreed or that have been fixed by operation of the Bidding Procedures Order as to the allowed Cure Costs will be paid by the Debtors. Cure Costs for Transferred Contracts for which disputes exist will be paid the later of (a) on or as promptly after the Closing Date as is practical, or (b) 10 days after a final, non-appealable order is entered by the Court. In full resolution of the Landlord New Century Associates Group, L.P., to the Debtors' Proposed Cured Amount and Assumption and Assignment of Lease, to the extent the lease with New Century for the Huntingdon Valley, Pennsylvania restaurant location is assumed and assigned to the Successful Bidder, the Successful Bidder will execute a security agreement and power of attorney in favor of New Century, on terms substantially similar to those executed by the Debtors on May 7, 1993 at the time the applicable liquor license related to the New Century lease is transferred to the Successful Bidder. Notwithstanding anything to the contrary in the Final DIP Order and the Order, the PHL DIP Lender will fund into the Landis Rath & Cobb LLP client trust account at Closing (i) the $50,000 line-item wind down amount in the DIP Budget; and (ii) all amounts set forth in the DIP Budget for the Professional Persons. Upon closing of the Sale to the Successful Bidder: (a) the Termination Fee will be irrevocably paid in cash to the Stalking Horse Bidder; and (b) all obligations owed to Right Lane Dough Funding, LLC under the DIP Note and the DIP Order as of the date of closing of the Sale will be irrevocably paid in cash to Right Lane, including any unpaid principal, interest, fees, cost, and other amounts due and owing under the DIP Order and DIP Note as of the closing of the Sale. The rights and remedies of Right Lane under the DIP Order and DIP Note will survive solely for purposes of enforcing the terms thereof. At the closing of the Sale of the Acquired Assets, the Debtors and/or Successful Bidder are authorized and directed to deliver the cash consideration payable in respect of the Acquired Assets directly to CIT Bank, N.A., and CIT is authorized to apply any such proceeds received to partially reduce the Debtors' prepetition obligations to CIT. The Court will retain the right to order any appropriate relief in respect of amounts paid to CIT pursuant to this paragraph in the event that there is a timely and successful Challenge Action concerning CIT's prepetition liens against any of the Acquired Assets. Notwithstanding the provisions of Rules 6004(h), 6006(d), and 7062 of the Bankruptcy Rules, the Order will not be stayed for 14 days after entry and will be effective immediately upon entry, and its provisions will be self-executing, and the Debtors and the Successful Bidder are authorized to close the Sale immediately upon entry of the Order. About Bertucci's Holdings Founded in 1981, Bertucci's Holdings, Inc. -- http://www.bertuccis.com/-- owns and operates 59 full-service casual family restaurants offering traditional Italian and contemporary food centered around its signature open kitchens and brick ovens. As of the Petition Date, the company and its affiliates had 969 full-time employees and 3,245 part-time employees. Bertucci's is headquartered in Boston, Massachusetts and operates in 11 east coast states from New Hampshire to Virginia. Bertucci's Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10894) on April 15, 2018. In the petitions signed by Brian Connell, chief financial officer and senior vice-president, the Debtors estimated assets of less than $50,000 and liabilities of $50 million to $100 million. Judge Mary F. Walrath presides over the cases. The Debtors tapped Landis Rath & Cobb LLP as their bankruptcy counsel; Schulte Roth & Zabel LLP as special corporate counsel; Imperial Capital, LLC as investment banker; Hilco Real Estate, LLC, as real estate advisor; and Prime Clerk LLC as claims and noticing agent and administrative advisor. On April 27, 2018, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee has retained Bayard, P.A. and Kelley Drye & Warren LLP, as counsel. Bertucci's Holding LLC, a unit of Earl Enterprises, which acquired the Debtors' assets, is represented in the sale deal by: Daniel Ganitsky, Esq. Vincent Indelicato, Esq. PROSKAUER ROSE LLP 11 Times Square New York, NY 10036 E-mail: dganitsky@proskauer.com vindelicato@proskauer.com BHAILAL PATEL: $473K Sale of Baltimore Property to Hui Approved --------------------------------------------------------------- Judge Michelle M. Harner of the U.S. Bankruptcy Court for the District of Maryland authorized Bhailal B. Patel's sale of interests in the real property located at 675 S President St. #1806, Baltimore, Maryland to Ferdinand Hui for $473,000. The sale is free and clear of any and all liens, claims, or encumbrances. The payment of realtor fees described in the Motion is approved, along with all other ordinary and customary costs of sale. Wilmington Savings fund Society, FSB, doing business as Christiana Trust as Owner Trustee of the Residential Credit Opportunities Trust III will be paid its full allowed claim at settlement on the sale of the Property. After payment of the realtor fees and the Lender's allowed claim, the payment of the balance of the judgment lien in favor of Vue Condominium filed as evidenced by claim 10-1 in the amount of $30,789 is approved. Any remaining proceeds to which the Debtor is entitled on account of his ownership interest in the Property be deposited in the Debtor's DIP account for the benefit of the Chapter 11 estate is approved. Bhailal B. Patel commenced a bankruptcy case (Bankr. D. Md. Case No. 17-13091) as a voluntary Chapter 7 petition on March 7, 2017. The case was converted to one under Chapter 11 on Oct. 19, 2017. The Debtor's bankruptcy counsel: Tate M. Russack RLC Lawyers & Consultants 7999 N. Federal Hwy, Suite 100A Boca Raton, FL 33487 Tel: 561-571-9601 Fax: 800-883-5692 E-mail: tate@russack.net BLUE WAVE ACCESSORIES: Taps Mark Cohen as Bankruptcy Attorney ------------------------------------------------------------- Blue Wave Accessories Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Mark Cohen, Esq., as its legal counsel. The attorney will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give legal advice regarding debt restructuring and asset dispositions; and provide other legal services related to its Chapter 11 case. Mr. Cohen will charge an hourly fee of $400. He received a retainer of $7,717, which included the filing fee of $1,717. The attorney neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. Mr. Cohen can be reached through: Mark E. Cohen, Esq. 108-18 Queens Boulevard 4th Floor, Suite 3 Forest Hills, NY 11375 Phone: (718) 258-1500 x 210 Email: mecesq2@aol.com About Blue Wave Accessories Blue Wave Accessories Inc. operates its business at its three locations: 200 Beach 116th Street, Rockaway Park, New York; 9015 Rockaway Beach Boulevard, Rockaway Beach, New York; and 103-09 Queens Boulevard, Forest Hills, New York. Blue Wave Accessories sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42874) on May 18, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Judge Elizabeth S. Stong presides over the case. BOWLING GREEN: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of Bowling Green Recycling of Warren County, Inc. and Bowling Green Recycling II, Inc. as of June 11, according to a court docket. About Bowling Green Recycling Bowling Green Recycling of Warren County, Inc., and Bowling Green Recycling II, Inc., specialize in industrial recycling of metals and cardboard. Recycling and Recycling II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case Nos. 18-10366 and 18-10367) on April 23, 2018. In the petitions signed by James T. Lofton, general manager, Recycling estimated assets of less than $1 million and liabilities of $1 million to $10 million. Recycling II estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Joan A. Lloyd presides over the cases. The Debtors tapped Seiller Waterman LLC as their legal counsel. BUSINESS SOLUTIONS: $500K Sale of Assets to Peifer Trucking Okayed ------------------------------------------------------------------ Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central District of California authorized Business Solutions Transport, Inc.'s sale of substantially all assets to Peifer Trucking, Inc. for $500,000. A hearing on the Motion was held on May 31, 2018 at 8:30 a.m. The sale is free and clear of all interests, including liens, claims, and encumbrances. The Debtor is authorized to assign certain unexpired leases to the Purchaser, including the Compton and Hayward Property leases, as those leases are identified in the Sale Motion and the Asset Purchase Agreement. The Stipulation Between Debtor, Purchaser, and Lessor Regarding the Terms of Assignment of the Hayward Lease in Asset Sale is approved and the terms thereof, including the amended Cure Amount for the Hayward Property lease, are incorporated into the APA. The bidding procedures proposed by the Debtor are approved. However, no overbids were received and no auction was conducted at the hearing on the Sale Motion. The Debtor's request for waiver of the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) is granted, the stay is waived, and the Debtor may proceed with closing the sale immediately. During the hearing on the Sale Motion, the Debtor's counsel and the counsel for the Debtor's priority secured creditor, Commercial Credit Group, Inc. ("CCG") entered into an oral stipulation to extend the stipulation authorizing the Debtor to use CCG's cash collateral. Based on the oral agreement of the Debtor's counsel and CCG's counsel on the record, the stipulation is extended in its entirety until June 17, 2018. About Business Solutions Transport Business Solutions Transport, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12637) on March 9, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. CALHOUN SATELLITE: Unsecureds to Recoup 5% of Allowed Claims ------------------------------------------------------------ Calhoun Satellite Communications, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement to accompany its proposed plan dated June 5, 2018. Under the plan all agreed, allowed secured claims will be paid from dedicated proceeds at the time of the assets sale closing, unless otherwise directed by Order of the Court, with the exception of Newtek Business Credit, a D/B/A for CBS Services, Inc. ("CDS"), which will continue to receive payment pursuant to the terms of the August 29, 2017 Cash Collateral Order until its claim is satisfied from the collection of outstanding and future accounts receivable. Administrative claimants and unsecured creditors will be paid from the Fund. The Fund will consist of the proceeds from the Sale in excess of the amount necessary to satisfy secured claims as agreed, the collection of outstanding accounts receivable after CDS' claim has been satisfied and any amounts realized from planned litigation. The initial distribution from the Fund will occur on the first business day which occurs on or after the 30th day following the entry of the Order confirming the Plan. Any additional proceeds collected thereafter will be deposited into the Fund upon receipt. Allowed, approved administrative claims may be paid no less than seven business days after collection. Remaining proceeds will be distributed to unsecured creditors annually, on the anniversary of the Effective Date, on a pro rata basis. Unsecured creditors will receive at least a 5% distribution on their allowed claims. Interest holders will not receive any distribution under the proposed Plan. Funds for planned payments will be from Proceeds of Sale of substantially all of the Debtor's assets or through successful litigation against Debtor's creditors and former owners of the business. A copy of the Disclosure Statement dated June 5, 2018 is available at: http://bankrupt.com/misc/pawb17-23389-374.pdf About Calhoun Satellite Communications Calhoun Satellite Communications, Inc. operates a satellite transmission business. Meanwhile, Transmission Solutions Group, Inc., was formed solely to hold Calhoun's stock. All of Transmission's creditors hold identical claims against Calhoun. Calhoun and Transmission sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-23389) on Aug. 22, 2017. Kevin Husband, its president, signed the petitions. The Debtors estimated assets of less than $50,000 and liabilities of $1 million to $10 million. CAMBER ENERGY: Provides Recent Workovers and Production Results --------------------------------------------------------------- Camber Energy, Inc., said it has operations ongoing in two of its recent acquisition areas. Since closing its acquisition in Okfuskee County, Oklahoma, which at closing had only one well on production with minimal output, the Company has now reworked and put on to production a total of nine wells. From the initial results, the production from these wells should be approximately 1,500 thousand cubic feet (MCF) of gas per day. Additionally, as these wells continue to dewater, these results could improve. Since closing the Panhandle acquisition in Hutchinson County, Texas, the Company has worked over eleven wells. With another thirty-eight wells to workover, funding permitting, the Company believes this acquisition has the capability for significant future growth. These eleven wells should be on production in the next three weeks. These activities are all consistent with Camber's previously announced growth plans. The Company is also continuing negotiations with International Bank of Commerce, the Company's senior lender, regarding a long-term resolution of its default. Such resolution could involve some transfer of assets to accommodate a substantial reduction in the Company's debt level. The objective of such a transaction will be to improve the Company's equity position on its balance sheet in order for the Company to better meet its continued listing requirements with the NYSE American. Updates Disclosures The Company has become aware that certain disclosures in its Quarterly Report on Form 10-Q for the three and nine months ended Dec. 31, 2017, as filed with the Securities and Exchange Commission on Feb. 14, 2018, were inadvertently not updated from the disclosures set forth in the Company's Quarterly Report on Form 10-Q for the three and six months ended Sept. 30, 2017. Specifically, the disclosures relating to average net barrels of oil equivalent production per day (Boepd) as of Dec. 31, 2017, and total production sales, net to the Company's interest, for the nine month period ended Dec. 31, 2017, as set forth on page 23 of the Form 10-Q, were not updated from the prior filing. The last paragraph at the bottom of page 23 of the Form 10-Q should have read as set forth below: "As of December 31, 2017, Camber was producing an average of approximately 872 net barrels of oil equivalent per day (Boepd) from over 100 active well bores. The ratio between the gross and net production varies due to varied working interests and net revenue interests in each well. Our production sales totaled 238,831 barrels of oil equivalent, net to our interest, for the nine month period ended December 31, 2017. At December 31, 2017, Camber's total estimated proved producing reserves were 5.98 million barrels of oil equivalent of which 3,383,500 barrels ("Bbls") were crude oil and NGL ("Bbls") reserves, and 15.6 billion cubic feet ("Bcf") were natural gas reserves. Approximately 97% of the barrel of oil equivalent ("Boe") was proved producing. With the closing of our asset acquisition in August 2016, the Company acquired estimated proved reserves of 6.3 million Boe, of which 0.2 million Bbls were crude oil reserves, 14.8 billion Bcf were natural gas reserves, and 3.7 million Bbls were natural gas liquids. Approximately 72% of Boe was proved producing." About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy/-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Dec. 31, 2017, Camber Energy had $18.18 million in total assets, $41.80 million in total liabilities and a total stockholders' deficit of $23.61 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CAPITAL TEAS: Secureds Have 10 Days to Object to Sale Stipulation ----------------------------------------------------------------- Judge Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland has entered an order concerning Capital Teas, Inc.'s (ii) sale of surplus store fixtures, supplies, furniture, and equipment; (ii) employment of R.L. Rasmus Auctioneers, Inc. to auction said assets; and (iii) the proposed stipulation and consent order resolving objection to the sale. On May 29, 2018, ShoreGate filed its Limited Objection. The Debtor and ShoreGate have agreed to resolve all open issues relating to the Motion and the Objection in accordance with the terms of a Stipulation and Consent Order that the Debtor uploaded to the Court on May 31, 2018, which is subject to the Court's approval. On June 1, 2018, the Court held a hearing to consider the merits Motion and the Stipulation and Consent Order. At the Hearing, the Debtor stated that the DIP lender, the Official Committee of Unsecured Creditors and the Office of the United States Trustee had reviewed the Stipulation and Consent Order and do not object to it. The Debtor presented testimony at the hearing to indicate that it had no expectation that the proceeds from the sale would exceed the amount owed to the DIP lender and, therefore, that the collateral to be sold pursuant to the Motion and the Stipulation and Consent Order would only partially reduce the most senior secured claim to it and would not produce proceeds to satisfy any other creditor asserting junior lien rights to the same collateral. The Court is nevertheless concerned with the extent of due process afforded and the satisfaction of the legal requirements of 11 U.S.C. Section 363(f). Subject to the additional notice and objection provisions, it is inclined to approve the relief contained in the Stipulation and Consent Order. Therefore, the Court ordered that within two business days of the entry of the Order, the Debtor serve a copy of the Order and the proposed Stipulation and Consent Order to all parties that have asserted secured claims against the Debtor in the case. The Debtor should thereafter file with the Clerk a Certificate of Service confirming email and mail service of the Notice. The Secured Creditors will have 10 days from the date of service of the Notice to object to the relief provided by the Stipulation and Consent Order. If no objections are filed by any Secured Creditors, the Court will enter the Stipulation and Consent Order as modified at the Court’s discretion. If one or more objections are filed by any Secured Creditor, then a hearing will be held to consider all such objections on June 18, 2018 at 2:00 p.m. About Capital Teas Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer offering green, white, black, oolong, rooibos, mate, fruit tisane, and herbal tea products. It first opened its doors in 2007. Peter Martino is chief executive officer of the Company. Capital Teas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017. In the petition signed by CEO Peter Martino, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Robert A. Gordon presides over the case. Lawrence J. Yumkas, Esq., and Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serve as the Debtor's legal counsel. The U.S. Trustee for Region 4 on July 24, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The committee members are: (1) Julie Minnick Bowden of GGP Limited Partnership; (2) Holger Lohs of Haelssen and Lyon NA Corp.; and (3) Silvia Rettore of Dethlefsen & Balk, Inc. The Creditors Committee tapped Michael Best & Friedrich LLP as counsel, and National CRS, LLC as financial advisor. CARITAS INVESTMENT: Unsecureds to be Paid 100% at 4% Per Annum -------------------------------------------------------------- Caritas Investment Limited Partnership filed with the U.S. Bankruptcy Court for the District of Connecticut a disclosure statement to accompany its proposed plan of reorganization dated June 5, 2018. John A. Morgan is the Limited Partner holding 99% of the ownership of the Debtor company. Morgan 2000, LLC is the General Partner of the Debtor, holding 1% of ownership of the Debtor company. Under the plan, the Debtor will receive rents from John A. Morgan and wife Connie Morgan in the sum of $20,000 per month. John and Connie Morgan may sublease the two cottages and apartment located in Stamford, CT at their discretion, which rentals will go to them, such that the rents being paid to Caritas will always be $20,000 during the term that Caritas will be paying Bank of America interest only, up to a maximum of 60 consecutive months. Caritas will adhere to the mortgage agreement with Bank of America of 2007, as the Plan is an extension of that first mortgage position of Bank of America. Such obligations to include remaining current with real estate taxes, insurance and other obligations such as repairs and maintenance of the property. The rental amount will be paid from the Morgans to Caritas commencing with the 1st day of the calendar month after the effective date of the Plan. The allowed unsecured creditors will be paid on the effective date of the Plan, 100%, plus interest at 4% per annum commencing on the date of the filing of the Petition through and including the effective date of the Plan; provided however the Debtor will file an Objection to the Proof of Claim of B&G Marina. The Debtor projects that the management of property business will have sufficient funds to meet its Plan commitments after the effective date of the Plan. On the effective date of the Plan, the Debtor estimates that it will have approximately $475,000 in its bank account (after payment of ordinary and usual expenses and the real estate tax bill due July 1, 2018. The rent to be paid by the Morgans to the Debtor of $20,000 per month will generate gross income of $240,000 per year, which, in addition to the money in the bank, will be sufficient to pay the unsecured creditors on the effective date of the Plan, interest to Bank of America, the US Trustee fees, ongoing real estate taxes and other ordinary expenses. To the extent that any shortfall may exist, the Morgans will advance the necessary funds to keep the payments current. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ctb17-50456-138.pdf About Caritas Investment Headquartered at Stamford, Connecticut, Caritas Investment Limited Partnership is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It owns the property at 140 Wallacks Drive, Stamford, which consists of a parcel on Stamford mainland and an island in the City of Stamford. Caritas Investment Limited Partnership filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50456) on April 24, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by John A. Morgan, member of Morgan 2000, LLC, general partner. CASHMAN EQUIPMENT: CEC's $430K Sale of St. Thomas Condo Unit Okayed ------------------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Servicio Marina Superior, LLC's execution of a member consent that authorizes its wholly-owned subsidiary, CEC Holdings VI, LLC, to sell a condominium unit located in St. Thomas, U.S. Virgin Islands, to Doug and Julie Lawrence for $430,000. A hearing on the Motion was held on June 5, 2018 at 11:00 a.m. The sale is free and clear of any and all liens, claims, encumbrances and interests. Rockland Trust Co. objected to the sale. About Cashman Equipment Corp. Headquartered in Boston, Massachusetts, Cashman Equipment Corp. -- http://4barges.com/-- was founded in 1995 as a barge rental and marine contracting company with a fleet of 10 barges, 9 of which were built in the 1950s and 1960s. Cashman Equipment and certain of its affiliates and subsidiaries own, operate, rent, and sell a fleet of vessels, including inland and ocean barges, marine accommodation barges, specialized oil spill recovery barges, and tugs, as well as marine equipment, such as cranes, accommodation units, and marine pollution skimmers. Cashman Equipment and certain of its affiliates and subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017. The petitions were signed by James M. Cashman, the Debtors' president. Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly administered. Cashman Equipment estimated its assets and debt at between $100 million and $500 million. Judge Melvin S. Hoffman presides over the cases. Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy & King, Professional Corporation, serve as Cashman Equipment, et al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC, serves as Mr. Cashman's counsel. An official committee of unsecured creditors has been appointed in the case and is represented by Michael J. Fencer, Esq., and John T. Morrier, Esq., at Casner & Edwards, LLP. CASHMAN EQUIPMENT: Proposed Sale of Vehicles to Employees Approved ------------------------------------------------------------------ Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Cashman Equipment Corp. (i) to sell vehicles to its employees at certain release prices; (ii) to sell by public auction of the vehicles in the event that one or more of the employees do not elect to purchase their associated Vehicle at the release price; and (ii) to sell by private sale of a 1961 Lincoln Continental through a classic car dealer Skyway Classics for a minimum price of $12,500. A hearing on the Motion was held on June 5, 2018 at 11:00 a.m. The sale will be free and clear of any and all liens, claims, encumbrances and interests. Irrespective of Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately upon entry and sales of the Vehicles may be closed forthwith. About Cashman Equipment Corp. Headquartered in Boston, Massachusetts, Cashman Equipment Corp. -- http://4barges.com/-- was founded in 1995 as a barge rental and marine contracting company with a fleet of 10 barges, 9 of which were built in the 1950s and 1960s. Cashman Equipment and certain of its affiliates and subsidiaries own, operate, rent, and sell a fleet of vessels, including inland and ocean barges, marine accommodation barges, specialized oil spill recovery barges, and tugs, as well as marine equipment, such as cranes, accommodation units, and marine pollution skimmers. Cashman Equipment and certain of its affiliates and subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017. The petitions were signed by James M. Cashman, the Debtors' president. Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly administered. Cashman Equipment estimated its assets and debt at between $100 million and $500 million. Judge Melvin S. Hoffman presides over the cases. Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy & King, Professional Corporation, serve as Cashman Equipment, et al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC, serves as Mr. Cashman's counsel. An official committee of unsecured creditors has been appointed in the case and is represented by Michael J. Fencer, Esq., and John T. Morrier, Esq., at Casner & Edwards, LLP. CHARITY TOWING: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Charity Towing and Recovery LLC as of June 11, according to a court docket. About Charity Towing and Recovery Charity Towing and Recovery, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-05745) on May 21, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Madeleine C. Wanslee presides over the case. The Debtor tapped the Law Office of Mark J. Giunta as its legal counsel. CHESS EMPORIUM: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Chess Emporium LLC as of June 11, according to a court docket. About Chess Emporium Chess Emporium, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 18-05826) on May 23, 2018, disclosing under $1 million in both assets and liabilities. The Debtor hired Roberta J. Sunkin, partner of Allan D. NewDelman, P.C. CLAIRE'S STORES: Oaktree Prevails in Opening Up Bidding Process --------------------------------------------------------------- Judge Mary Walrath has agreed to grant a motion filed by Oaktree Capital Management, L.P., seeking entry of an order directing Claire's Stores, Inc., and its debtor-affiliates to modify the process by which the Debtors may solicit proposals to purchase all or substantially all of their assets or to otherwise serve as the sponsor for transactions that could constitute, or serve as the basis for, a chapter 11 plan of reorganization for the Debtors. Judge Walrath said she'll order a bidding process that's open to all types of bids but without breaching the timeline set forth in the restructuring support agreement entered into by the Debtors. Oaktree filed the request on behalf of certain affiliated funds that are holders of 8.875% Senior Secured Second Lien Notes due 2019 issued by Claire's Stores. According to Oaktree, the restructuring support agreement the Debtors entered into with Apollo and the first lien lenders group at the time of the bankruptcy filing contemplates a restructuring that is premised upon (a) an artificially low valuation of the Debtors that was not and has not been market tested, and (b) an exit financing package (that was also not vetted with the market) that delivers substantially all of the Debtors' enterprise value to the RSA parties. To minimize the possibility that an alternative transaction could take hold, the RSA also drives a timeline that makes any bona fide pursuit and consideration of alternatives extremely difficult, if not impossible. The Debtors as well as Apollo Global Management, Elliot Management, and Monarch Alternative Capital LP and other parties to the RSA balked at the request. Apollo is the controlling shareholder of Claire's Stores. Elliott and Monarch, along with Venor Capital Management and Diameter Capital Partners, hold majority of the first lien debt and majority of the unsecured notes. While the others have signed off on the RSA, Oaktree has not. Oaktree said it submitted a plan proposal to the Debtors but the proposal was snubbed by the Debtors. Oaktree's proposal implied an enterprise value of $2 billion. Claire's Stores sought Chapter 11 bankruptcy protection with a restructuring support agreement negotiated with the ad hoc first group and equity sponsor Apollo. The RSA describes a Chapter 11 plan that contemplates a new money investment of up to $575 million from sponsor Apollo and the first lien lenders. The Plan would give 100% of the equity of the company to the first-lien lenders. Apollo, being part of the new money group, can participate in the exit financing and will get releases under the Plan. The ad hoc first lien group, led by Elliott and Monarch, holds 77% of first lien debt, 8% of the second lien debt, and 83% of the unsecured bonds. The RSA provides for a no-shop provision. It allows though the Debtors to negotiate Payout Event Proposals, which proposals must contemplate at least the payment in full in cash (including postpetition interest) of all first lien claims and structurally senior debt. The RSA provides for these milestones: Milestone Date --------- ----------- File Plan and Disclosure Statement April 9, 2018 Entry of Disclosure Statement Order June 11, 2018 Commence Plan Solicitation June 18, 2018 Entry of Confirmation Order Aug. 25, 2018 Plan Effective Date Sep. 14, 2018 The Debtors contend that Oaktree's assertions that the RSA somehow precludes the Debtors from considering alternative proposals are wrong. "The Debtors cannot seriously be faulted for their refusal to jettison an RSA that (i) is supported by the substantial majority of their creditors, (ii) incorporates committed exit financing and a clear path to emergence, (iii) is predicated on a valuation that is consistent with the independent valuation analysis conducted by the Debtors' advisor, and (iv) permits the Debtors to actively solicit proposals that would return higher and better recoveries to their creditors with the benefit of a full fiduciary out," Ray C. Schrock, P.C., of Weil, Gotshal & Manges LLP, counsel to the Debtors, said in a written objection to Oaktree's Motion. According to Mr. Schrock, the path advocated by Oaktree means a "freefall" chapter 11 -- where the Debtors throw out their committed exit from chapter 11 that has and continues to serve as a valuable backstop for the Debtors' continued process to solicit other proposals—and instead pursue another path with clear financial and operational risks. The First Lien Group contends that Oaktree is asking the Court to ignore the Debtors' exclusive right to file and prosecute its chosen plan of reorganization. Instead, Oaktree seeks to have this Court to direct the Debtors to, among other things, cease and suspend an ongoing chapter 11 marketing process until an undefined date." "Oaktree does not need more time to evaluate the Debtors' business or their financial position, and fully understands how to assign value based on the Debtors' financials and business plan. Rather, Oaktree -- a sophisticated and deep-pocketed player in the restructuring world—is simply not willing to put its money where its mouth is," Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP, counsel to the first lien lenders, said in a filing June 7. Matthew A. Feldman, at Willkie Farr & Gallagher LLP, noted at the June 13 hearing that contrary to assertions, Apollo is only a small player in the restructuring as it only has 1% of the first lien debt. At the conclusion of the five-hour hearing, Judge Walrath said, "What the debtor and the RSA supporting creditors say the Oaktree motion is novel, is certainly is that. And I agree that the specific relief that Oaktree is requesting, i.e. the postponement or suspension of the sale process would need an adversary proceeding. However, the Oaktree motion is premised on a legal principle that I agree with. The marketing process the Debtor is conducting is not in the ordinary course of business. Under Sec. 363, it cannot justify by saying it's part of the plan process, especially when the plan itself doesn't contemplate there being anything other than an RSA transaction. Judge Walrtah says she is "disturbed" by certain aspects of the marketing process that the Debtor has used. "The timing I agree was initially too short, and it appears that extensions were only given on an ad hoc basis to bidders that asked for it. Only bidders remaining in the process were told there was an extension. And the process proposed by the Debtors is much shorter than even the milestones in the RSA provided for, which to my reading is 75 days after approval of the disclosure statement," she said. "I will direct Debtors' counsel to consult with the [Creditors] Committee with respect to any bid that is submitted by any party under this new process. I do not think we're at the stage of appointing independent parties for that process. I think the Debtors' counsel and the Committee can act with the instructions of the Court to proceed to get the highest value for all creditors, and to consider any and all bids that are submitted after sending out an appropriate notices that such bids will be considered. I would like the parties to get together to propose a timeline and to, particularly, I'd like the Committee's input in to what the notice would say with respect to the extended marketing process and to whom that should be sent. I would suggest everybody known to have expressed interest to date. But maybe additional people may be consulted if the process is to be opened up, to that extent," Judge Walrath ruled. The hearing on the Debtors' disclosure statement, originally scheduled for May 30, 2018, and subsequently adjourned on a consensual basis at Oaktree's request, is scheduled for June 20. The Debtors have requested a hearing to consider confirmation of the Plan for Aug. 17. The Debtors do not have an obligation to get the RSA approved until plan confirmation. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk as claims agent and administrative advisor. Grant Thornton, LLP has been tapped as auditor and Deloitte Tax LLP as tax service provider. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Claire's Stores Inc. and its affiliates. Cooley LLP serves as lead counsel to the Committee, Bayard, P.A., as co-counsel, and Province, Inc. as financial advisor. The Ad Hoc First Lien Group tapped Morris, Nichols, Arsht & Tunnell LLP, and Willkie Farr & Gallagher LLP, as counsel. Oaktree Capital Management tapped White & Case LLP, led by Thomas E Lauria, and J. Christopher Shore, as counsel; Fox Rothschild LLP as local counsel; and Houlihan Lokey as investment banker. CLAIRE'S STORES: Reduced Executive Bonus Plan Approved ------------------------------------------------------ At a hearing June 13, 2018, Claire's Stores, Inc., won bankruptcy court approval to pay incentive bonuses for CEO Ron Marshall and six other top managers after announcing in court an agreement to cut the value of the awards by 17.5%. The revised proposal was approved on an uncontested basis. The Debtors in May filed documents seeking authority to implement and pay incentive awards under a key employee incentive plan for their second fiscal quarter ending Aug. 4, 2018, third fiscal quarter ending Nov. 3, 2018, and fourth fiscal quarter ending Feb. 2, 2019, in each case subject to the achievement of defined EBITDA goals. In the original proposal, the KEIP was to cost the Debtors $2.3 million to $5.6 million. The eligible participants are: * Chief Executive Officer, * EVP & Chief Financial Officer, * EVP, Global Store Operations, * EVP & Chief Information Officer, * EVP & Chief Merchandising Officer, * SVP & General Counsel, and * VP, General E-Commerce and Digital Marketing. Under the Debtors' proposed KEIP, awards are payable only upon the achievement of EBITDA of $47.4 million, $42.4 million, and $80.2 million in 2Q 2018, 3Q 2018, and 4Q 2018, respectively. Awards then increase on a ratable basis in relation with achievement of increased EBITDA. "The Debtors' Key Employee Incentive Program (the "KEIP") as set forth in the Motion is hereby approved; provided, however, that the value of each of the award opportunities under the KEIP as set forth in the Motion shall be reduced by 17.5%," according to the order signed by Judge Mary S. Walrath. "In the event that a KEIP Participant's or KERP Participant's employment is terminated during the pendency of the Chapter 11 Cases, the Debtors shall use commercially reasonable efforts to promptly notify the U.S. Trustee, counsel to the Creditors' Committee, counsel to the Ad Hoc First Lien Group, and counsel to Oaktree Capital Management, L.P." "In the event that the Debtors add or substitute a KERP Participant, the Debtors shall use commercially reasonable efforts to promptly notify the U.S. Trustee, counsel to the Creditors' Committee, counsel to the Ad Hoc First Lien Group, and counsel to Oaktree." About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon was originally the case judge. Judge Mary S. Walrath took over the case March 19, 2018. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk as claims agent and administrative advisor. Grant Thornton, LLP has been tapped as auditor and Deloitte Tax LLP as tax service provider. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Claire's Stores Inc. and its affiliates. Cooley LLP serves as lead counsel to the Committee, Bayard, P.A., as co-counsel, and Province, Inc., as financial advisor. CLAIRE'S STORES: Update on First Lien Lenders' Holdings ------------------------------------------------------- Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP submitted an amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with their representation of the ad hoc first lien group in connection with the chapter 11 cases of Claire's Stores Inc., et al. The Ad Hoc First Lien Group retained Willkie in January 2018 to represent them in connection with the Debtors' restructuring. The Ad Hoc First Lien Group retained Morris Nichols in March 2018, prior to the Debtors' bankruptcy filing in Delaware. On March 20, 2018, Willkie and Morris Nichols filed a verified statement pursuant to Bankruptcy Rule 2019. The Amended Verified Statement was filed June 13, 2018, and reflects changes in the Group Holdings since the filing of the Original Verified Statement. The members of the Ad Hoc First Lien Group remain the same and, as of June 13, the disclosable economic interests held by each member of the Ad Hoc First Lien Group are: 1. Elliott Management Corporation, on behalf of its affiliated entities 40 W 57th Street New York, NY 10019 * Claire's 2019 1L Notes: $391,309,000 * Claire's 2020 1L Notes: $124,081,000 * First Lien Term Loan: $15,330,292 * Claire's 2L Notes: $17,655,000 * Unsecured Notes: $116,700,000 * DIP Term Loan: $39,000,000 2. Monarch Alternative Capital LP, on behalf of certain of its advisory clients 553 Madison Avenue New York, NY 10022 * Claire's 2019 1L Notes: $221,565,000 * Claire's 2020 1L Notes: $37,610,000 * First Lien Term Loan: $139,937 * Unsecured Notes: $63,300,000 * DIP Term Loan: $ 21,000,000 3. The Cincinnati High Yield Desk of J.P. Morgan Chase Bank, N.A., solely as trustee and investment manager 8044 Montgomery Road, Suite 555 Cincinnati, OH 45236 * Claire's 2019 1L Notes: $52,073,000 * Claire's 2020 1L Notes: $30,034,000 4. The Indianapolis High Yield Desk of J.P. Morgan Chase Bank, N.A., solely as trustee and investment manager 1 East Ohio Street, 14th Floor Indianapolis, IN 46204 * Claire's 2019 1L Notes: $61,338,000 5. Venor Capital Management LP 7 Times Sq. #4303, New York, NY 10036 * Claire's 2019 1L Notes: $61,509,000 * First Lien Term Loan: $3,448,999 6. Diameter Capital Partners LP on behalf of its affiliated entity 24 West 40th Street, 5th Floor New York, NY 10018 * Claire's 2019 1L Notes: $46,000,000 * Claire's 2020 1L Notes: $4,606,000 Counsel to the Ad Hoc First Lien Group: Matthew A. Feldman, Esq. Brian S. Lennon, Esq. Daniel I. Forman, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue, Esq. New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: mfeldman@willkie.com blennon@willkie.com dforman@willkie.com - and - Robert J. Dehney, Esq. Paige N. Topper, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market St., 16th Floor Wilmington, DE 19801 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@mnat.com ptopper@mnat.com About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon was originally the case judge. Judge Mary S. Walrath took over the case March 19, 2018. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk as claims agent and administrative advisor. Grant Thornton, LLP has been tapped as auditor and Deloitte Tax LLP as tax service provider. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Claire's Stores Inc. and its affiliates. Cooley LLP serves as lead counsel to the Committee, Bayard, P.A., as co-counsel, and Province, Inc., as financial advisor. COLOR SPOT: Taps Raymond James as Investment Banker --------------------------------------------------- Color Spot Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Raymond James & Associates, Inc., as investment banker. The firm will assist the company and its affiliates in evaluating their business; identify and evaluate transaction strategies; negotiate financial and business terms with interested parties related to the transaction; evaluate and qualify competing offers; assist the Debtors in managing the transaction process; and provide other services related to the Debtors' Chapter 11 cases. The Debtors paid Raymond James an initial cash retainer of $150,000, which is to be fully credited against any transaction fee paid to the firm. Raymond James will be compensated according to this fee arrangement: (a) If any business combination transaction closes, the Debtors will pay Raymond James from the proceeds at the closing a cash transaction fee equal to the greater of (i) $1.3 million or (ii) the sum of 1.75% of that portion of "transaction value" up to and including $75 million of transaction value; plus 2.5% of that portion of transaction value greater than $75 million but less than or equal to $90 million; plus 4.5% of that portion of transaction value in excess of $90 million. (b) The Debtors will pay Raymond James an advisory fee of $75,000. (c) If the Debtors or their security holders enter into a definitive agreement that is later terminated, and receive a "break-up," "termination" or similar fee or payment, the Debtors will pay Raymond James a cash fee equal to 25% of such amounts, net of any costs and expenses incurred by the Debtors or their security holders. (d) If any financing transaction closes, whether on a stand-alone basis or to consummate any other transaction, the Debtors will pay Raymond James from the proceeds of the placement of each financing transaction as a cost of sale of such transaction, a fee equal to the sum of (i) 1.5%) of the proceeds of all first lien senior secured notes and bank debt raised; (ii) 3%) of the proceeds of any second lien or junior debt capital raised; and (iii) 6%) of equity or equity-linked securities raised. (e) In conjunction with any restructuring transaction, the Debtors will pay Raymond James a cash fee of $1.3 million. (f) In the event that a transaction qualifies as both a restructuring and a business combination transaction, the Debtors will pay Raymond James the greater of the business combination fee or the restructuring transaction fee. Raymond James is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jay Eastman Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Phone: 727-567-1000 Fax: 800-248-8863 About Color Spot Color Spot Holdings, Inc., through its subsidiaries, owns and operates nurseries. It was incorporated in 2007 and is based in Fallbrook, California. Color Spot Holdings and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-11272) on May 29, 2018. In the petitions signed by CEO Paul Russo, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Hon. Laurie Selber Silverstein presides over the Debtors' cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP as their counsel; Raymond James & Associates, Inc. as investment banker; and Epiq Bankruptcy Solutions, Inc. as claims and noticing agent and administrative services advisor. COMERCIAL CELTA: Disclosures OK'd; August 25 Plan Hearing --------------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico approved Comercial Celta Inc.'s disclosure statement referring to a chapter 11 plan dated Jan. 8, 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 confirmation of the plan must be filed on/or before 21 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan will be held on August 25, 2018 at 10:00 A.M. at Jose V. Toledo Fed. Bldg. & U.S. Courthouse, Courtroom 2, 300 Recinto Sur Street, Old San Juan, Puerto Rico. As previously reported by the Troubled Company Reporter, the Debtor contests any amounts due to claimant Russian Roulette, Inc., and the amounts and nature of the claim is still pending before the Puerto Rico Court of Appeals. Class 2 general unsecured creditors will not receive any payments or dividends until final adjudication by the State Court of this pending appeal. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb17-00080-73.pdf About Comercial Celta Comercial Celta Inc.'s principal asset is a commercial building located at Cupey Alto, Puerto Rico, which for the past several years has been leased to unrelated tenants. Comercial Celta filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-00080) on Jan. 10, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Wigberto Lugo Mender, Esq. Prompting the Chapter 11 filing was a state court proceeding being litigated at State Court with a former tenant named Russian Roulette Inc. under Civil Case No.KAC2013-0919). The state court case ended up with a judgment in favor of the tenant, now creditor, awarding damages on a breach of contract. Notwithstanding an appeal process, a foreclosure sale of this real property was scheduled for January 2017. The Debtor sought bankruptcy protection to stop the foreclosure. COUNTRY CLUB AT THE PARK: Lease or Sale of Property to Fund Plan ---------------------------------------------------------------- Country Club at the Park LLC filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement describing their plan of reorganization dated Jan. 24, 018. Class 2 under the plan consists of the claims of Tucson Federal Credit Union. The holder of the allowed Class 2 Claim will be paid in full plus interest at 4.5% per annum on the following schedule: Beginning the first business day 30 days after the Effective Date the Debtor will make monthly interest-only payments each month for 24 months. In months 25-95 after the first payment, the Debtor will pay the holder of the allowed Class 2 claim principal and interest based on a 25-year amortization schedule. The Debtor will pay all remaining amounts due under the on the 96th month after the Effective Date. The holder of the allowed Class 2 Claim will retain its lien pursuant to the terms of its Deed of Trust, except that the terms of such Deed of Trust, and all pre-bankruptcy loan documents will be deemed modified to incorporate the new maturity date and modified repayment terms, and any and all defaults arising prior to the Effective Date will be deemed cured. Class 5 under the plan consists of all unsecured claims. The Debtor estimates unsecured claims to be less than $5,000. Holders of Allowed Class 5 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, 2022. This class is impaired. Payments and distributions under the Plan will be funded by the following: The Equity Contribution of the Class 6 Equity Security Holders, Net income from leasing the Tucson, Arizona Property or net revenue from the sale of the Property. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb4-17-12733-44.pdf About Country Club at the Park, LLC Country Club at the Park LLC, based in Tucson, Arizona, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-12733) on October 26, 2017. Kasey C. Nye, Esq., at Kasey C. Nye, Lawyer, PLLC, serves as bankruptcy counsel. Country Club at the Park LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The company owns in fee simple interest a real property located at 600 South Country Club Rd, Tucson, Arizona, valued by the Company at $2.59 million. Its gross revenue amounted to $77,250 in 2016 and $234,235 in 2015. In its petition, the Debtor estimated $2.62 million in assets and $1.39 million in liabilities. The petition was signed by Clark Vaught, trustee of manager. The Debtor tapped Kasey C. Nye, Lawyer, PLLC, as its legal counsel. CPI CARD: Appoints John Lowe as Chief Financial Officer ------------------------------------------------------- CPI Card Group Inc. has appointed John D. Lowe as chief financial officer, effective upon the transition of CFO responsibilities from Lillian Etzkorn, the Company's current CFO, which is expected to occur during July 2018. Mr. Lowe brings over 15 years of executive finance and accounting experience to CPI including most recently serving as CFO of SquareTwo Financial Corporation, a Denver-based financial services company with over $300 million in revenue. Mr. Lowe has joined CPI as an advisor to Scott Scheirman, president and chief executive officer June 13, 2018, and will work closely with Mr. Scheirman in this capacity until Mr. Lowe assumes the CFO responsibilities in July. As the Company's CFO, Mr. Lowe will lead CPI Card Group's financial organization, reporting directly to Scott Scheirman. "We are very pleased to welcome John to CPI as our new CFO," said Scott Scheirman, president and CEO of CPI Card Group. "John brings extensive experience and a proven track record as the CFO of an organization serving financial institutions. His skills and experience make him well qualified to provide financial leadership and strategic vision to CPI as we execute our plan to be the partner of choice by providing market-leading quality products and customer service with a market-competitive business model." Mr. Scheirman added, "I would also like to thank Lillian again for her leadership of our finance organization and the positive contributions she has made during her tenure. I wish Lillian the best in her future endeavors." Mr. Lowe commented, "I am delighted to be joining the CPI Card Group team. CPI's strong position in a market with significant opportunities, as well as its talented and dedicated team, were very attractive to me. I am looking forward to being part of a company with such considerable long-term potential." John D. Lowe was most recently senior vice president and chief financial officer of SquareTwo Financial Corporation, a Denver-based financial services company, from August 2014 until the company was acquired in June 2017. Prior to his role as CFO, Lowe held multiple leadership roles with SquareTwo including treasurer, VP of finance, VP of external reporting and director of technical accounting. Prior to SquareTwo, Mr. Lowe was director of technical accounting at Archstone, a Real Estate Investment Trust based in Denver, from January 2008 until August 2009. Prior to Archstone, Mr. Lowe was with Deloitte & Touche, LLP in both the Assurance and Capital Markets Practices as an Auditor and Consultant. Lowe is a Certified Public Accountant in the State of Colorado and a Chartered Financial Analyst. He graduated from Virginia Polytechnic Institute and State University with a B.S. in both Accounting and Finance. In connection with Mr. Lowe's appointment as CFO, Mr. Lowe accepted an offer letter on June 7, 2017, pursuant to which Mr. Lowe will receive an annual base salary of $325,000. Mr. Lowe will also be entitled to a sign-on cash bonus of $200,000, payable in two installments of $80,000 and $120,000 on Dec. 31, 2018 and on or about the two year work anniversary from when he transitions to be the Company's CFO, respectively. Mr. Lowe will forfeit any unpaid amounts of his sign-on cash bonus if he terminates his employment with the Company prior to the payment of an installment. Mr. Lowe will also be eligible for an annual bonus under the Company's Short-Term Incentive Plan, and will have a STIP target opportunity of 50%. STIP bonuses are based on individual and Company performance results and requires recipients to be continuously employed through the date of the payout. For the 2018 bonus plan year, Mr. Lowe's bonus will be based on a pro rata calculation from his start date and will be guaranteed at 100% payout. Subject to approval by the Compensation Committee of the Board, the Company intends to grant Mr. Lowe 75,000 stock options in connection with his appointment. Mr. Lowe will be entitled to other benefits generally available to other executive officers of the Company. About CPI Card CPI Card Group -- http://www.cpicardgroup.com/-- is a provider of payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. Serving the Company's customers from locations throughout the United States, Canada and the United Kingdom, the Company has a leading network of high security facilities in the United States and Canada, each of which is certified by one or more of the payment brands: Visa, MasterCard, American Express, Discover and Interac in Canada. The Company is headquartered in Littleton, Colorado. CPI Card incurred a net loss of $22.01 million for the year ended Dec. 31, 2017, compared to net income of $5.40 million for the year ended Dec. 31, 2016. As of March 31, 2018, CPI Card had $228.90 million in total assets, $352.32 million in total liabilities and a total stockholders' deficit of $123.41 million. * * * As reported by the TCR on April 4, 2018, Moody's Investors Service downgraded its ratings for CPI Card Group Inc., including the company's Corporate Family Rating (to Caa1, from B3) and Probability of Default Rating (to Caa1-PD, from B3-PD). Moody's said the downgrades broadly reflect continued uncertainty about whether CPI can return to revenue and profit growth over the next 12 to 18 months, and an earnings and cash flow profile that can adequately support the company's heavy debt burden. In March 2018, S&P Global Ratings lowered its corporate credit rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that CPI's capital structure is unsustainable at current levels of EBITDA. However, we do not anticipate a default scenario over the next 12 months given that we believe liquidity availability will be sufficient to absorb the expected negative discretionary cash flow. DON FRAME TRUCKING: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Don Frame Trucking, Inc. 5485 Route 5 Fredonia, NY 14063 Business Description: Don Frame Trucking, Inc. is a trucking company in Fredonia, New York specializing in the transport of dry bulk commodities, construction and hazardous materials. Chapter 11 Petition Date: June 13, 2018 Court: United States Bankruptcy Court Western District of New York (Buffalo) Case No.: 18-11147 Judge: Hon. Carl L. Bucki Debtor's Counsel: Robert J. Feldman, Esq. GROSS SHUMAN P.C. 600 Lafayette Court 465 Main Street Buffalo, NY 14203 Tel: (716) 854-4300 Email: rfeldman@gross-shuman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John D. Frame, vice president/treasurer. A copy of the Debtor's list of 18 unsecured creditors is available for free at: http://bankrupt.com/misc/nywb18-11147_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nywb18-11147.pdf DOUBLE D. FITNESS: Plan Confirmation Hearing Set for June 21 ------------------------------------------------------------ Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida issued an order conditionally approving Double D Fitness Company's disclosure statement, dated May 25, 2018, referring to its chapter 11 plan. June 21, 2018 is fixed as the last day for filing and serving written objections to the disclosure statement and is fixed as the last day for filing acceptances or rejections of the plan. A confirmation hearing will be held at U.S. Courthouse, via Video Conference at, 30 W. Government Street, Panama City, FL on June 28, 2018 at 10:00 AM, Central Time. Objections to confirmation must be filed and served seven days before the confirmation hearing. The Troubled Company Reporter previously reported that the secured claim of TCF Equipment Finance under the plan will be paid $9,730 at 6% fixed interest commencing on the 1st of the month following the effective date of the plan in the amount of $500 per month until paid in full. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flnb17-50242-58.pdf About Double D. Fitness Company Double D. Fitness Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 17-40242) on July 26, 2017. The Debtor hired Robert C. Bruner, Esq., at Robert C. Bruner, Attorney at Law. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Double D Fitness Company as of September 20, according to a court docket. DURFEY DEVELOPMENT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Durfey Development, Inc., according to a statement filed in court. About Durfey Development Durfey Development is a Subchapter C corporation, organized in Missouri. It owns a number of rental houses and provides renovation and rehab services for consumers. Durfey Development filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 18-50193) on May 4, 2018, listing under $1 million in both assets and liabilities. Judge Brian T. Fenimore presides over the case. Erlene W. Krigel at Krigel & Krigel, P.C., is the Debtor's counsel. EAST OAKLAND: To Pay Creditors from Real Property Sale Proceeds --------------------------------------------------------------- East Oakland Faith Deliverance Center Church filed a Chapter 11 plan of reorganization and accompanying disclosure statement proposing to pay creditors from the net proceeds of the sale of its real property -- a 4-unit residential buildings located at 1267-1303 75th Avenue, Oakland, California; and an adjacent 19,970 sq. ft. building and parking lot. The primary source of the money to be paid creditors and administrative expenses under the Plan is the $93,128.28 net proceeds of the sale of the Debtor's real property. The Debtor will also fund the Plan with the accumulated post-petition rents, offerings and tithes of the Debtor's church, and the future offerings and tithes to the Debtor's church. The combined balance of Debtor's bank accounts as of April 20, 2018 was $136,723.76. Allowed claims not secured by property of the estate without a priority for payment under Section 507(a) of the Bankruptcy Code are designated as "Class G" claims under the Plan. The Plan pays the holders of Class G claims the allowed amount of their claims on the effective date of the Plan, which is one day after the bankruptcy court confirms the Plan. The Debtor will be liable to pay these amounts under the Plan on the effective date of the Plan: Class G allowed claims: Waste Management $34,082.69 Accord 813.36 Accord 226.24 Daniels & Company 1,200.00 McPhee & McPhee 29,434.50 Office Depot 175.82 Victor and Arlene Brice $19,000.00 Total: $83,932.61 Unclassified Administrative Expense Claims: U.S. Trustee Fees: $25,034.00 Lawrence L. Szabo (estimated) $20,000.00 Total: $45,034.00 A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb17-42951-42.pdf About East Oakland Faith Deliverance Center Church Based in Oakland, California, East Oakland Faith Deliverance Center Church is a non-profit, tax-exempt corporation in the religious organizations industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-42951) on Nov. 28, 2017. Rev. Ray E. Mack, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge William J. Lafferty presides over the case. ECS REFINING: Trustee Taps Delfino Madden as Special Counsel ------------------------------------------------------------ W. Donald Gieseke, the Chapter 11 trustee for ECS Refining, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Delfino Madden O'Malley Coyle & Koewler, LLP as special counsel. The firm will advise the trustee on labor and employment law. Shaye Schrick, Esq., a partner at Delfino and the attorney who will be providing the services, will charge $385 per hour. The hourly rates for the associates who may assist her range from $275 to $315. SummitBridge National Investments V LLC, the Debtor's secured lender, has agreed to allow the trustee to use its cash collateral to pay a $10,000 retainer to the firm. Delfino neither represents nor holds any interest adverse to the Debtor or to its estate, according to court filings. The firm can be reached through: Shaye Schrick, Esq. Delfino Madden O'Malley Coyle & Koewler, LLP 500 Capitol Mall Suite 1550 Sacramento, CA 95814 Phone: 916.661.5686 / 916.661.5700 Fax: 916.661.5701 E-mail: sschrick@delfinomadden.com E-mail: info@delfinomadden.com About ECS Refining Inc. ECS Refining, Inc. -- https://www.ecsrefining.com/ -- offers a full suite of IT asset management and disposition solutions. It provides national brand protection solutions for environmental services, IT asset management, data protection and end-of-life electronic recycling services. ECS was founded in 1980 by Jim and Ken Taggart as a processor of post-manufacturing scrap and residues for OEMs in the Silicon Valley. As the electronics industry enjoyed rapid growth and manufacturing operations were outsourced to other parts of the world, ECS adapted by shifting its focus to processing post-consumer electronics. The company has locations in Rogers, Arizona; Santa Clara, California; Santa Fe Springs, California; Stockton, California; Columbus, Ohio; Medford, Oregon; Portland, Oregon; and Mesquite, Texas. ECS Refining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22453) on April 24, 2018. In the petition signed by Jack Rockwood, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert S. Bardwil presides over the case. The Debtor tapped Snell & Wilmer LLP as its legal counsel; Ringstad & Sanders LLP as special counsel; and MCA Financial Group, Ltd., as its financial advisor. W. Donald Gieseke was appointed as the Chapter 11 Trustee. The Trustee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP as his legal counsel. EMMANUEL HEALTH: Taps John F. Coggin CPA as Accountant ------------------------------------------------------ Emmanuel Health Homecare, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire John F. Coggin CPA, PLLC, as its accountant. The accounting services to be provided by the firm include: Payroll Processing $55 per hour Preparation of MORs, Consulting, Other Matters $125 per hour Preparation of Quarterly/Year End Payroll Tax Return $55 per return Preparation of Corporate Tax Returns $650 per return Preparation of State of Texas $250 flat fee Franchise Tax Return John Coggin, a certified public accountant, disclosed in a court filing that he does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: John F. Coggin Two Allen Center 1200 Smith St., Suite 1600 Houston, TX 77002 Telephone: (713) 408-1318 Email: john@jcoggincpa.com About Emmanuel Health Homecare Emmanuel Health Homecare, Inc., is a home health care services provider in Houston, Texas. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Emmanuel Health Homecare filed a voluntary petition for relief under Chapter 11 of the Bankruptcy (Bankr. S.D. Tex. Case no. 18-32635) on May 21, 2018. In the petition signed by Joyce Jones, R.N., CEO, the Debtor disclosed $161,200 in total assets and $1.30 million in total liabilities. Margaret Maxwell McClure, Esq., at Law Office of Margaret M. McClure, is the Debtor's counsel. ERICSON & ASSOCIATES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Ericson & Associates, LLC, according to a notice filed in court. About Ericson & Associates Ericson & Associates, LLC, owns and maintains an office building in Memphis, Shelby County, Tennessee. The company listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Ericson & Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 18-23122) on April 11, 2018. In the petition signed by Greg Ericson, member, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jennie D. Latta presides over the case. EXCEL WEST: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: Excel West Rio, LLC t/a Wildwood Mini Golf and Tomcat 437 & 447 W. Rio Grande Ave Wildwood, NJ 08260 Business Description: Wildwood Mini Golf, designed by Harris Miniature Golf Company, is a miniature golf course in Wildwood, New Jersey. The course also features a waterfall, four fountains and a rolling river. Adjacent to the golf course is the Tomcat restaurant. Chapter 11 Petition Date: June 13, 2018 Case No.: 18-21962 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Andrew B. Altenburg Jr. Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215-557-3550 Fax: 215-557-3551 Email: aciardi@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gary J. Papa, managing member. A copy of the Debtor's list of five unsecured creditors is available for free at: http://bankrupt.com/misc/njb18-21962_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb18-21962.pdf FAMILY PHARMACY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of Family Pharmacy, Inc. and its affiliates as of June 11, according to a court docket. About Family Pharmacy Inc. Family Pharmacy, Inc., and its affiliates Family Pharmacy of Missouri LLC, Family Pharmacy of Strafford Inc., Family Property Management LLC, and HealthTAC Logistics LLC own and operate a group of independently-owned retail pharmacy stores in Southwestern Missouri. The debtors operate 20 retail pharmacy locations, two long term-care pharmacy locations and one specialty pharmacy location under the "Family Pharmacy". Family Pharmacy has been operating continuously since 1977. The Debtors are headquartered in Ozark, Missouri. Family Pharmacy, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Lead Case No. 18-60521) on April 30, 2018. In the petitions signed by Lynn Morris, president, the Debtors estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Cynthia A. Norton presides over the cases. The Debtors tapped Husch Blackwell LLP as their legal counsel. FLEX ACQUISITION: Moody's Assigns B2 CFR, Outlook Negative ---------------------------------------------------------- Moody's Investors Service assigned the B2 corporate family rating and the B2-PD probability of default rating to Flex Acquisition Company, Inc. (doing business as Novolex). Moody's also confirmed the company's senior secured instrument rating at B1 and senior unsecured bond rating at Caa1. The rating action completes the review initiated on May 4th, 2018 after the company announced that it had signed a definitive agreement to acquire The Waddington Group from Newell Brands Inc. for $2.275 billion. At the same time Moody's withdrew the B2 corporate family rating and B2-PD probability of default rating and outlook at Flex Acquisition Holdings, Inc. and assigned ratings to the acquisition financing at Flex Acquisition Company, Inc. The acquisition is expected to close by July of 2018. The ratings outlook is negative. "The negative outlook reflects the transformative and leveraging nature of the Waddington acquisition, as well as ongoing acquisition and integration risk," said Anastasija Johnson, VP -- senior analyst at Moody's. "The company needs to pay down debt with debt/EBITDA tracking to 6.5 times by mid 2019 to maintain its rating." Confirmations: Issuer: Flex Acquisition Company, Inc. Senior Secured Bank Credit Facility; Confirmed at B1 (LGD3) Senior Unsecured Regular Bond/Debenture; Confirmed at Caa1 (LGD5) Assignments: Issuer: Flex Acquisition Company, Inc. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5) Outlook Actions: Issuer: Flex Acquisition Company, Inc. Outlook, Changed To Negative From No Outlook Issuer: Flex Acquisition Holdings, Inc. Outlook, Changed To Rating Withdrawn From Rating Under Review Withdrawals: Issuer: Flex Acquisition Holdings, Inc. Probability of Default Rating, Withdrawn , previously rated B2-PD Corporate Family Rating, Withdrawn , previously rated B2 RATINGS RATIONALE The B2 corporate family rating (CFR) reflects high leverage pro forma for the acquisition, continued acquisition risk and lack of meaningful track record of debt repayment. Pro forma for The Waddington Group acquisition, which will be primarily funded with debt, Novolex's leverage as adjusted by Moody's was 7.1 times in the twelve months ended March 31, 2018, excluding synergies, and 6.8 times with synergies. The sponsor, The Carlyle Group, and management will contribute $500 million of new equity to fund the transaction, but it will still be leveraging given a high 12 times EBITDA multiple it agreed to pay for The Waddington Group. The Waddington transaction is the eighth acquisition for Novolex since 2012 and the company will likely continue to pursue other acquisitions, which could further stretch leverage metrics. The proposed capital structure includes an upsized $500 million revolver and ability to issue incremental facilities of the greater of: $350 million and 100% of consolidated EBITDA or the unlimited amount as long as first lien leverage ratio does not exceed 4.5 times. Moody's expects EBITDA/Interest coverage to remain above 2 times and the company should continue to generate free cash flow, but the large amount of absolute debt suggests it might take longer than 12-18 months to bring leverage below 6 times. The B2 CFR assumes all free cash flow will be used to pay down debt. The acquisition is transformative for Novolex because it increases its pro forma revenues to $3.6 billion and expands its geographic presence in Europe, though it remains a predominantly North American company. The acquisition broadens Novolex's product offering, adding rigid packaging used in food service and food processing to its legacy flexible plastic and paper packaging products. Waddington has higher margins than Novolex legacy business, due to some high margin products such as compostable containers and metalized plastic utensils. Waddington products are complementary to Novolex and are sold to a similar customer base, but there is no overlap in manufacturing footprint between the two firms and Waddington has longer raw material pass-throughs. The company projects modest amount of synergies, driven mainly by procurement savings and operational improvements. The Waddington Group's management will join Novolex and will continue to run the segment. Novolex's management has a successful track record in integrating large acquisitions, but it still faces typical integration risks related to acquiring a carve-out business. The rating benefits from Novolex's scale in the fragmented flexible packaging industry and its diversified product portfolio. The company's product portfolio now includes some commodity-type of products with low margins, for example, plastic retail take out bags, but also some higher margin products, such as food-contact paper packaging. The company benefits from long-standing relationships with large customers, cost pass-through provisions in sales contracts, albeit with lags, and exposure to the more stable food packaging sector. The company is projected to have good liquidity. The negative outlook reflects expectations that the company will integrate Waddington, continue to generate free cash flow and use it for debt repayment such that pro forma leverage tracks to 6.5x by mid 2019. Moody's could upgrade the rating if the company demonstrates debt pay-down and reduces leverage below 5.3 times on a sustained basis, improves interest coverage above 3.4 times and funds from operation to debt sustainably above 10%. Moody's could downgrade the rating if the company's operating performance deteriorates, leverage remains above 6.5x, free cash flow turns negative and the company pursues another sizeable debt-funded acquisition or dividend recapitalization that delays deleveraging by another year. Novolex is expected to maintain good liquidity. It reported $65 million of cash on hand as of March 31, 2018 and is projected to have $20 million pro forma for the transaction. The company is upsizing its $300 million revolver by $200 million and will extend its maturity to December 2022. The revolver is expected to be undrawn pro forma for the acquisition. The revolver has a springing maximum 7.0x first lien net leverage ratio test that is triggered when more than 35% of the revolver is drawn. The company has significant headroom under the covenant and Moody's does not expect it to be triggered. There are no financial maintenance covenants in the term loan. Moody's expects the company to cover its main cash needs from internally generated cash flow. Peak working capital use is in the second and third calendar quarters due to the seasonal build of inventory. There are no near term maturities aside from manageable annual term loan amortization totaling 1% of the principal amount paid quarterly or approximately $29 million per year. Most assets are encumbered by the senior secured credit facilities, leaving few sources of alternative liquidity. Headquartered in Hartsville, South Carolina, Flex Acquisition Company, Inc., which is doing business as Novolex, is a manufacturer of paper and plastic packaging products, ranging from bags for grocery, retail and food service markets to can liners, specialty films and lamination products and single use plastic cutlery and take away containers. Pro forma for the Waddington acquisition, Novolex will have 62 manufacturing plants worldwide. Novolex, has been a portfolio company of The Carlyle Group since December 2016. Novolex's pro forma revenues for the twelve months ended March 31, 2018 were approximately $3.6 billion. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. FLEX ACQUISITION: S&P Affirms B Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Flex Acquisition Holdings, Inc. (dba Novolex). The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's $1.3 billion incremental first-lien term loan. We also affirmed our 'B' issue-level rating on the company's upsized $500 million revolving credit facility and existing $1.5 billion first-lien term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. "We also assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $600 million senior unsecured notes. At the same time, we affirmed our 'CCC+' issue-level rating on the company's existing $625 million senior unsecured notes. The '6' recovery rating reflects our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in a payment default scenario." On May 2, 2018, Novolex entered into a definitive agreement to acquire The Waddington Group, a manufacturer of rigid plastic products focused on the foodservice and food packaging end-markets, from Newell Brands for total consideration of approximately $2.275 billion. S&P's ratings affirmation and stable outlook reflect Novolex's improved overall scale, product breadth, and end-market diversity as a result of its pending acquisition of The Waddington Group, somewhat offset by the substantial debt incurred to finance the transaction. S&P said, "The stable outlook reflects the company's improved overall scale and product breadth pro forma for the Waddington acquisition and our expectations that the company will be able to deleverage to about 7x over the next 12-18 months, which is consistent with the current rating. The company may continue to undertake small bolt-on acquisitions as part of its growth strategy, but our forecast does not contemplate any additional large debt-funded transactions that would meaningfully weaken its credit measures on a sustained basis. "Although unlikely, we could lower our ratings on Novolex if a severe economic downturn led to sustained weakness in the company's sales volumes and compressed its profit margins, causing its adjusted debt to EBITDA to remain above 8x for a sustained period with no foreseeable improvement. We estimate that this could occur if Novolex's sales volumes remained flat and operating margins declined by 200 basis points (bps) from our base-case scenario. "We could raise our ratings on Novolex if continued growth in the pro forma company, successful integration and synergies realization, and meaningful debt reduction caused adjusted debt to EBITDA to improve to approximately 6.5x over the next 12 months, on a sustained basis. We estimate that this could occur if Novolex's operating margins rose by 100 bps and sales volumes remained consistent with our base-case scenario. In addition to any leverage improvement, we would require the company and ownership to commit to financial policies that would enable Novolex to sustain credit metrics at the improved credit rating." FREEDOM MORTGAGE: Fitch Hikes LT IDR & Term Loan Rating to BB- -------------------------------------------------------------- Fitch Ratings has upgraded the Long-Term Issuer Default Rating (IDR) of Freedom Mortgage Corporation (Freedom) to 'BB-' from 'B+'. Fitch has also upgraded the senior secured term loan to 'BB-' from 'B+'/'RR4' and the senior unsecured debt to 'B+' from 'B'/'RR5'. KEY RATING DRIVERS IDR AND SENIOR DEBT The rating upgrade reflects Freedom's improved scale and earnings stability and improved funding flexibility, driven in particular by the company's recent issuances of senior unsecured debt and an enhanced corporate governance framework. Freedom's ratings are supported by its solid franchise and historical track record in the U.S. nonbank residential mortgage space; experienced senior management team with extensive industry background; a sufficiently robust and integrated technology platform; good asset quality performance in its prime servicing portfolio; sufficient liquidity and reserves in place to absorb a reasonable level of repurchase or indemnification demands; and appropriate earnings coverage of interest expense. The highly cyclical nature of the mortgage origination business and the capital intensive and valuation volatility of mortgage servicing rights (MSRs) of the mortgage servicing business represent primary rating constraints for nonbank mortgage companies, including Freedom, in Fitch's opinion. Furthermore, the mortgage business is subject to intense legislative and regulatory scrutiny, which further increases business risk, and the imperfect nature of interest rate hedging can introduce liquidity risks related to margin calls and/or earnings volatility. These industry constraints typically limit ratings assigned to nonbank mortgage companies to below investment grade levels. Rating constraints specific to Freedom include elevated key man risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision and strategy for the company. The company's continued reliance on short-term, secured funding facilities also represents a rating constraint but is consistent with other nonbank mortgage companies. Fitch believes Freedom's acquisitions have been accretive to date, enhancing the firm's scale and improving earnings stability. The company's multi-channel origination approach is well positioned relative to peers, as it can provide more sustainable earnings through various interest rate and economic cycles. In addition, Freedom's retained-servicing business model serves as a natural hedge, although not a full offset, to the cyclicality of the mortgage origination business and the company's robust operational and regulatory framework help to mitigate some of these pressures. Consistent with other mortgage companies, Freedom is reliant on the wholesale debt markets to fund operations. Secured debt is comprised of warehouse and bank lines of credit used fund its originations and servicing business. In November 2017, Freedom completed its inaugural issuance of seven-year, $435 million, 8.125% senior unsecured notes. The company completed a second issuance of seven-year, $700 million, 8.25% senior unsecured notes in April 2018. Pro forma for the more recent issuance, unsecured debt represented 19.8% of total debt, as of March 31, 2018, which is within Fitch's 'bb' category benchmark range for balance sheet-intensive finance & leasing companies. Fitch views the increase in unsecured debt favorably, as it enhances the firm's funding flexibility in times of stress. More recently, Freedom has taken steps to enhance its overall corporate governance framework, including key hires with backgrounds in business transformation and strategy, as well as reduced related party transactions. In 2017, Freedom's efforts resulted in the formation of key operating committees that report to the Office of the President, an oversight panel comprised of the company's executives designed to manage operations and risk, and to facilitate communication amongst senior personnel. These initiatives are viewed favorably by Fitch. Freedom is not subject to material asset quality risks associated with holding a mortgage loan portfolio because the loans are generally sold to investors within 90 days of origination. However, as an originator and servicer, Freedom has exposure to potential losses within the servicing portfolio due to repurchase or indemnification claims from investors under certain warranty provisions. Freedom expects to continue to build reserves for new loan production to account for this risk, which Fitch believes is prudent. Asset quality performance of Freedom's servicing portfolio is considered to be good. While the overall dollar amount of delinquencies has remained relatively consistent, the delinquency ratio has declined due to the volume of new originations, which resulted in a larger asset base. Fitch expects asset quality performance to remain relatively stable over the near to medium term as the quality of the underlying customer and loan profiles have remained relatively stable over the last several years. The company has generated consistent pre-tax returns on assets (ROA) and margins have remained relatively stable over time. Between 2014 and 2017, Freedom generated an average pre-tax ROA of 6.5%, which compares favorably to peers. With the rise in interest rates expected to drive modestly lower levels of refinancing activity (around 20% of origination volumes), Fitch expects Freedom's profitability metrics will moderate to more normalized levels of around 3% pre-tax ROAA over the medium term. This impact should be partially offset by improved MSR valuations of the servicing portfolio. Fitch evaluates Freedom's leverage metrics primarily on the basis of gross debt to tangible equity, which amounted to 4.0x as of March 31, 2018, which is consistent with the average since 2014. Over time, Fitch expects leverage will remain within the historical range of 4.0x-5.0x, which is adequate for the rating category. Fitch notes that corporate tangible leverage, which excludes balances under warehouse facilities from gross debt, is much lower at 1.1x as of March 31, 2018 and below the corporate debt incurrence covenant of 1.5x set forth under certain of Freedom's funding facilities, including its bonds, term loan and MSR financing facility. Fitch believes Freedom has sufficient liquidity given balance sheet cash, availability under its various borrowing facilities, and appropriate interest coverage ratios. Freedom may be subject to potential margin calls under its warehouse facilities on occasion, which may require the company to provide the lender with additional collateral or repay a portion of outstanding borrowings. These warehouse lines are short-term in nature, collateral is marked to market daily and settle every 30 days. To mitigate potential liquidity constraints resulting from margin call activity, management expects to maintain sufficient minimum cash balances to cover potential outflows due to volatility in economic events or interest rate movements. The Stable Outlook reflects Fitch's expectation that Freedom will continue to generate consistent operating cash flow and maintain sufficient liquidity and reserves for potential margin calls and indemnification activity, appropriate capitalization and leverage, and adequate cash earnings coverage of interest expense. The senior secured term loan is equalized with Freedom's Long-Term IDR, reflecting average recovery prospects in a stressed scenario based on available collateral coverage from security in the servicing income and proceeds associated with the Ginnie Mae MSRs and servicer advances, as well as pledged cash collateral subject to a control agreement. The senior unsecured debt rating is one-notch below Freedom's Long-Term IDR, given the subordination to senior debt in its capital structure, reflecting weaker relative recovery prospects. RATING SENSITIVITIES IDR AND SENIOR DEBT Fitch does not envision further positive rating momentum in the near term. However, an upgrade over time could be driven by a reduction in leverage below 3.0x on a gross debt to tangible equity basis and an increase in unsecured debt to total debt approaching 35%. Positive rating actions could also be driven by a more formalized succession plan that mitigates key man risk associated with founder and CEO, Stanley Middleman. Negative rating momentum could be driven by the departure of Middleman without appropriate succession plans being in place, rapid growth that is not accompanied by commensurate growth in tangible common equity, as well as appropriate staffing and resource levels to support planned growth. Additional negative rating drivers include a decrease in liquidity resulting from significant margin calls from its lenders or derivative counterparties, meaningful deterioration in asset quality, particularly if it results in increased repurchase activity or advancing, and/or a sustained increase in leverage above 5.0x. In addition, negative rating actions could occur should regulatory scrutiny of the company and/or industry increase meaningfully, or if Freedom were to incur substantial fines that negatively impact its franchise or operating performance. The senior secured term loan and senior unsecured debt are primarily sensitive to any changes to Freedom's Long-Term IDR and would be expected to move in tandem. The rating of the senior secured term loan is also sensitive to changes in collateral values and advance rates under the secured borrowing facilities, which ultimately impact the level of collateral coverage. Founded in 1990 and based in Mount Laurel, NJ, Freedom is a leading, private, full-service, nonbank mortgage company engaged in originating, servicing, selling and securitizing residential mortgage loans. In 2017, the company was a top-10 mortgage originator by volume, according to Inside Mortgage Finance. As of March 31, 2018, Freedom had total assets of approximately $7.7 billion. Fitch has upgraded the following ratings: Freedom Mortgage Corporation - Long-Term IDR to 'BB-' from 'B+'; - Senior secured term loan to 'BB-' from 'B+'/'RR4'; - Senior unsecured debt to 'B+' from 'B'/'RR5'. The Rating Outlook is Stable. FREEMAN GRADING: Key Auction of Vehicles and Equipment Approved --------------------------------------------------------------- Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Freeman Grading & Excavating, LLC's sale of the titled vehicles and equipment: (i) 2007 310 SG Backhoe; (ii) 2005 410G Backhoe; (iii) 1993 CS563 Roller; (iv) 2010 Corn Pro Trailer; (v) 1978 Kenworth; (vi) 2007 Dodge 2500 St; (vii) 2006 Dodge 2500 St; (viii) 2008 Interstate Trailer; (ix) 2004 Ford F250; (x) 2030 Ford F450; (xi) 2014 Hank Trailer; and (xii) 2013 Dodge Ram 4500, at a public auction to be held on June 12, 2018 at 10:00 a.m. (PET) at 2916 Bluff Road, Indianapolis, Indiana to be conducted by Key Auctions, LLC, doing business as Key Auctioneers. A hearing on the Motion was held on May 29, 2018. The sale is "as is, where is," and with all faults, without recourse, representation, warranty or guarantee of any kind, whether express or implied; and free and clear of all liens, encumbrances, claims and interests, with any such valid liens, encumbrances, claims and interests attaching to the sale proceeds in the same order, priority and validity that presently exists. The marketing campaign detailed in the Sale Motion is approved and no further marketing is necessary. The bidding procedures and the buyer's premiums described in the Sale Motion are approved. The costs of the sale, including a $2,500 marketing fee, any costs incurred to transport the Excavator to the Auction, and credit card processing fees of 1.625% for in person purchases and 1.875% for online purchases are approved. The Auctioneer is authorized to deduct the sale costs from the gross proceeds of the sale and remit the net proceeds of the sale to MainSource, including a 3% rebate of the buyer's premium for any online purchases, less $5,000 to be paid to the Debtor's counsel, Hester Baker Krebs, LLC. The 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure will not apply to the Order. About Freeman Grading Freeman Grading & Excavating, LLC, is an excavating contractor based in Trafalgar, Indiana. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Freeman Grading & Excavating filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 18-00037) on Jan. 3, 2018. In the petition signed by Michael D. Freeman, member and 100% owner, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jeffrey J. Graham. John Joseph Allman, Esq. and David R. Krebs, Esq., at Hester Baker Krebs LLC, serve as the Debtor's counsel. FTTE LLC: Cooke Development, LPITW to Guarantee Johnston Law Fees ----------------------------------------------------------------- FTTE, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida an amended application to employ Johnston Law, PLLC as its legal counsel. In its application, the Debtor disclosed asked the court to approve the guarantee of the fees charged by the firm for its services. Cooke Development or LPITW, LLC will guarantee the fees and costs incurred by Johnston Law. The principal of these entities is Terry Cooke who serves as the managing member of Taurus Adventure Management LLC, which in turn is the Debtor's manager, according to the court filing. About FTTE, LLC FTTE, LLC is a limited liability company based in Punta Gorda, Florida. FTTE filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00841) on Feb. 2, 2018, estimating $50,000 in total assets and $1 million to $10 million in total liabilities. The petition was signed by Terry J. Cooke, manager of Taurus Adventure Mgt LLC, as manager of the Debtor. Richard Johnston, Jr., of Johnston Law, PLLC, is the Debtor's counsel. GREEK BROS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on June 11 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The Greek Bros., Inc. About The Greek Bros. Inc. The Greek Bros., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60017) on April 11, 2018. In the petition signed by George Charkalis, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. HHH CHOICES: HHSH Seeks July 16 Plan Confirmation Hearing --------------------------------------------------------- Hebrew Hospital Senior Housing, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to schedule a hearing on confirmation of its Plan of Liquidation on or after July 16, 2018. HHSH filed its liquidating plan on April 18. That plan is not jointly filed by the Official Committee of Unsecured Creditors. HHSH, in its Plan, estimates that the allowed Class 3 Unsecured Claims will total approximately $11,000,000 to $14,000,000, and that holders thereof will receive a recovery in the range of 0% to 5%. The holders of Allowed Unsecured Claims, in full and final satisfaction, release and settlement of their Allowed Claims, will from time to time receive Pro Rata distributions of Cash from the Net Proceeds. Class 3 is Impaired and is entitled to vote on the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-11158-852.pdf About HHH Choices Health Plan Three alleged creditors owed about $1.9 million submitted an involuntary Chapter 11 petition for HHH Choices Health Plan, LLC, on May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan. The petitioners are The Royal Care, Inc., (allegedly owed $772,762), Amazing Home Care Services ($1,178,752), and InterGen Health LLC ($42,298), all claiming that they are owed by the Debtor for certain services rendered. They all tapped Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New York, as counsel. With the consent from the board of directors, HHH Choices filed a notice of consent to order for relief on June 1, 2015, and an order for relief was entered on June 22, 2015. HHH Choices was engaged in operating a managed long-term care program ("MLTCP"). HHH Choices, which essentially was a health insurance maintenance plan, sold its business in 2015. On Dec. 9, 2015, Hebrew Hospital Senior Housing, Inc., commenced a Chapter 11 case (Bankr. S.D.N.Y. Case No. 15-13264). HHSH is engaged in the sponsorship and operation of a 120-unit continuing care retirement community ("CCRC") with ancillary components consisting of; a 20 bed skilled nursing facility ("SNF"), which includes an adult day healthcare program ("ADHCP"), and a 10-bed enriched housing unit. These programs are commonly known as, Westchester Meadows and Fieldstone. On Jan. 8, 2016, Hebrew Hospital Home of Westchester, Inc., commenced a Chapter 11 Case (Case No. 16-10028). HHHW's predecessor, Hebrew Hospital Home, Inc. owned and operated a 480-bed skilled nursing facility located in the Bronx. In 1998, HHHW opened a new 160-bed facility situated at 61 Grasslands Road, Valhalla, New York. HHHW sold the Bronx SNF in 2007 and the Westchester SNF in mid-2015. HHHW no longer has any active business operations. However, it still has responsibilities to wind-up its affairs, including finishing any remaining billing and processing, filing reports with regulatory agencies and closing its books and records. The true-up process and final reconciliation with the purchasers of the Westchester SNF is incomplete. The Debtors sought and obtained an order directing joint administration of their cases under Case No. 15-11158. Judge Michael E. Wiles oversees the cases. Mary Frances Barrett is president of all of the Debtors. The Debtors tapped Harter Secrest & Emery LLP as counsel and Getzler Henrich & Associates LLC as financial advisor. The Office of the U.S. Trustee appointed five creditors of HHH Choices to serve on an official committee of unsecured creditors. The HHH Choices Committee tapped Farrell Fritz, P.C., as counsel. William K. Harrington, U.S. Trustee for Region 2, appointed five creditors of Hebrew Hospital Home of Westchester Inc., an affiliate of HHH Choices Health Plan LLC, to serve on an official committee of unsecured creditors. The Hebrew Hospital Committee tapped Duane Morris as counsel and Alston & Bird LLP as counsel. The Official Committee of Unsecured Creditors of Hebrew Hospital Senior Housing, Inc., hired Bragar Eagel & Squire, P.C., as special litigation counsel. * * * Hebrew Hospital Home of Westchester, Inc., and its Official Committee of Unsecured Creditors filed a joint Chapter 11 plan of liquidation on Aug. 10, 2017. The Official Committee of Unsecured Creditors of HHH Choices Health Plan filed a Chapter 11 plan of liquidation for the Debtor on Aug. 15, 2017. HORIZON SHIPBUILDING:$1M Sale of All Assets to Shark Tech Approved ------------------------------------------------------------------ Judge Jerry C. Oldshue, Sr. of the U.S. Bankruptcy Court for the Southern District of Alabama authorized Horizon Shipbuilding, Inc. 's sale of assets of the Debtor and non-debtor, Ship and Shore Construction, LLC to Shark Tech, LLC or to any affiliate thereof for (i) a cash payments payable to Horizon or its designee in the aggregate amount of $525,000; (ii) the Purchaser Note in the aggregate principal amount of $500,000 payable to Horizon; and (iii) assumption of the Sellers' obligations. A Sale Hearing on the Motion was held on June 5, 2018. The sale is free and clear of any and all liens, claims, encumbrances and interests. Notwithstanding Bankruptcy Rules 6004, 6006 and 7062, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. The Debtor is authorized to change its corporate name and the caption of the Chapter 11 Case, consistent with applicable law. It will file a notice of change of case caption, containing the new caption and its proposed new corporate name within five business days of the Closing Date, and the change of case caption for the Chapter 11 Case will be deemed effective as of the Closing Date. About Horizon Shipbuilding Inc. Horizon Shipbuilding, Inc., an Alabama corporation, designs, builds and repairs ships, boats, and barges up to 300' in length and 1500 tons launch weight. Its customer base includes tug and barge operators, the offshore oil industry, cruise and diving industry, and specialized craft for the United States and foreign governments. Horizon Shipbuilding is located on the Southwestern coast of Alabama, about 30 miles from the port of Mobile. Horizon Shipbuilding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 17-04041) on Oct. 24, 2017. Travis R. Short, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. JAMEY ALLEN: J & D's $24K Sale of Jamesway 5600 Manure Tanker OK'd ------------------------------------------------------------------ Judge Daniel Opperman of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized J & D Dairy, Inc.'s sale of Jamesway 5600 Auto Trac Manure Tanker, Serial No. 109940, to Miller Construction & Equipment, Inc., for $24,000. At the closing of the sale of the Property, the Purchaser will acquire the Property. Upon the payment of the purchase price in the amount of $24,000 to Smith, Martin, Powers & Knier, P.C., and subject to the conditions set forth in the purchase agreement, the Property will be transferred, and title passed, to Purchaser, with all such Liens (other than any which may be excepted) attaching to the proceeds of the Sale. Such determination will be binding upon and govern the acts of all entities, including all filing agents, filing officers, administrative agencies or units, governmental departments or units, secretaries of state, federal, state and local officials and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to the Property conveyed to the Purchaser pursuant to the Sale Order. Notwithstanding the 14-day stay imposed by Bankruptcy Rules 6004(h), the Sale Order will be effective immediately upon its entry and no stay of the Sale Order will be in effect. Upon the closing of the sale of the Property, the net proceeds of such sale will be made payable to and turned over to the firm of Smith, Martin, Powers & Knier, P.C., to be held in its IOLTA account pending further hearing by the Court as to the disposition of such funds. Further hearing on the disposition of the Property proceeds will be held on June 28, 2018, at 9:30 a.m. Jamey Jay Allen and Mary Elizabeth Allen sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 18-20203) on Feb. 7, 2018. They tapped Edward J. Gudeman, Esq., at Gudeman & Associates as counsel. Their case is jointly-administered with J & D Dairy, Inc. (Bankr. Case No. 18-20218). The Debtors own J & D Dairy. JEFFERY ARAMBEL: Sale of 72.3 Acres of Arambel Business Park Okayed ------------------------------------------------------------------- Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California authorized Jeffery Edward Arambel's sale of a portion of the real property known as "Arambel Business Park," comprising approximately 42.3 acres of land near the intersection Rodgers Road and Keystone Pacific Parkway in Patterson, California (being all of APN 021-022-055 and portions of APNs 021-022-061 and 021-022-062") and an option to purchase an additional 30 acres of land directly north of and adjacent to the Property (being further portions of APNs 021-022-061 and 021-022-062, to PDC Sacramento, LLC or its assignee, for the gross price of $3.75 per square foot (for a total gross purchase price estimated to be $6,909,705 for the Property and $4,900,500 for the Optioned Property). A hearing on the Motion was held on May 31, 2018 at 10:30 a.m. The sale proceeds will first be applied to reasonable and ordinary closing costs, court-approved commissions, prorated real property taxes and assessments, liens as provided in the Order, and other customary and contractual costs and expenses incurred in order to effectuate the sale. The Debtor will cause all preliminary and final closing statements for the sale of the Property and the Optioned Property, as the case may be, to be delivered to Metropolitan Life Insurance Co. and SBN V Ag I, LLC upon receipt by the Debtor. Such creditors will have five business days to review and object to any item on the closing statements so provided. The Property and Optioned Property are sold free and clear of the liens of Metropolitan Life and SBN V, creditors asserting secured claims, and the California Employment Development Department, creditor asserting a secured claim, with the liens of such creditors attaching to the proceeds. The Debtor shall, at closing of the sale of the Property and the Optioned Property, pay the claim of Metropolitan Life pursuant to its demand from the proceeds of sale. He shall, at closing of the sale of the Property and the Optioned Property, pay the claim of SBN V pursuant to its demand from the remaining proceeds of sale after payment to Metropolitan Life and reservation of any disputed amount as provided. The Debtor is authorized to pay a real estate broker's commission to Cushman & Wakefield U.S., Inc, in an amount not to exceed 5% of the actual purchase price upon consummation of the sale of the Property and the Optioned Property, which may be divided with other licensed real estate brokers representing the Buyer. The Payment of commissions to Crestmont is not authorized by the order; the Debtor will apply for such authority by separate motion. The 14-day stay of enforcement provided by Federal Rule of Bankruptcy Procedure 6004(h) is waived for cause. Jeffery Edward Arambel sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 18-90029) on Jan. 17, 2018. The Debtor tapped Reno F.R. Fernandez, III, Esq., as counsel. JUBEM INVESTMENTS: Unsecureds to Get 100% Over 36 Months -------------------------------------------------------- Jubem Investments, Inc. d/b/a Buffalo Wings & Rings, filed a plan of reorganization and accompanying disclosure statement proposing to pay all unsecured claims 100% at the federal judgment rate of interest in effect on the effective date in quarterly payments over 36 months. The first payment will be made the first day of the first month of the first calendar quarter to occur 30 days after the effective date and subsequent payments will be made the first day of each calendar quarter. The Debtor will pay Hardy Realty, Inc. interest only payments for 12 months and then pay Hardy Realty, Inc. in accordance with the loan documents. The loan will be otherwise reinstated on the effective date of the plan. The Debtor will continue to pay Cache Private Capital Diversified Fund, LLC, interest only payments at the non default contractual rate for 36 months at which time all principal and interest under the note will be due. During the plan interest will accrue at the non default rate of interest unless a higher rate of interest is triggered under the contract documents. Abraham Martinez is owed $1,600 for prepetition wages. Abraham Martinez will receive his claim in 4 equal monthly payments beginning on the first day of the month occurring 30 days after the effective date at the federal judgment rate of interest. The Debtor will pay all past due federal income taxes in regular monthly installments within 60 months of the date of the order for relief and at the statutory interest rate. The Debtor will pay all property taxes currently due and payable as of January 2018 in regular monthly installments within 60 months of the date of the order for relief and at the statutory interest rate. Juan and Bella Miranda are the equity holders and will retain their interests in Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-70299-91.pdf About Jubem Investments Jubem Investments, Inc., d/b/a Buffalo Wings & Rings, is a privately held company in San Juan, Texas. Its principal place of business is located at 3600 E. Las Malpas Road Hidalgo, Texas. Jubem Investments filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-10288) on July 31, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Juan Miranda, its president. The bankruptcy petition was originally filed in the Bankruptcy Court's Brownsville Division. On Aug. 14, 2017, the case was transferred to the McAllen Division and assigned Case No. 17-70299. Judge Eduardo V. Rodriguez presides over the case. Guerra & Smeberg, PLLC, is the Debtor's bankruptcy counsel. Coldwell Banker La Mansion Real Estate is the Debtor's commercial broker. KADMON HOLDINGS: Extends $4.7 Million Debt Maturity to Aug. 31 -------------------------------------------------------------- Kadmon Holdings, Inc. and the parties to the 2015 Credit Agreement have entered into Amendment #4 to the Credit Agreement, dated as of Aug. 28, 2015, as amended, by and among Kadmon Pharmaceuticals, LLC (a wholly-owned subsidiary of the Company), the guarantors and lenders and Perceptive Credit Opportunities Fund, L.P., as collateral representative. Under the terms of the Fourth Amendment, the "Stated Maturity Date" has been extended to Aug. 31, 2018. The Company intends to repay approximately $4.7 million on June 18, 2018, representing all amounts due under the 2015 Credit Agreement to GoldenTree Credit Opportunities, LP, GoldenTree Credit Opportunities, Ltd, GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, LP, GT NM, LP, and San Berndino County Employees' Retirement Association. All other material terms of the 2015 Credit Agreement remain the same during the Extension Period. A full-text copy of the Amended Credit Agreement is available at: https://is.gd/9xz4M4 About Kadmon Holdings Kadmon Holdings, Inc. -- http://www.kadmon.com/-- is a biopharmaceutical company engaged in the discovery, development and Commercialization of small molecules and biologics within autoimmune and fibrotic diseases, oncology and genetic diseases. The Company is headquartered in New York, New York. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.48 million in 2016, and a net loss attributable to common stockholders of $147.08 million in 2015. As of March 31, 2018, Kadmon Holdings had $63.78 million in total assets, $55.85 million in total liabilities and $7.93 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. KAI INDUSTRIES: $5.5M Sale of Irwindale Property to FORBIX Approved ------------------------------------------------------------------- Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central District of California authorized Kai Industries, LLC's sale of substantially all the real property of the estate located at 15859-15855-15805-15825 Edna Place, Irwindale, California, (APN 8417-006-047), to FORBIX Ventures, LLC for $5.5 million. A hearing on the Motion was held on May 31, 2018 at 8:30 a.m. The sale is free and clear of all liens, claims and interests. From the Sales Proceeds Newhall Escrow, as the escrow holder, will disburse only to (1) JFL as provided in the Stipulation and as demanded by JFL; (2) the County of Los Angeles as demanded; and (3) the costs of sale, title and escrow. Newhall Escrow, as the escrow holder, is instructed to hold, and not disburse, the Sales Proceeds to any other creditor without further order of the Court, including, without limitation, not making any disbursements to Juva Investments, LLC, on its deed of trust dated Nov. 25, 2016, and recorded Dec. 27, 2016, as Instrument No. 20161644677, as its security interest will attach to the Sale Proceeds. The provisions of Fed.R.Bankr.P. 6004(h), requiring there to be a stay until the expiration of 14 days after entry of the Order, is expressly waived. About Kai Industries Based in Irwindale, California, Kai Industries, LLC, provides property maintenance, rent collection, and utilities management services to the real estate market. Kai Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11152) on Feb. 1, 2018. In the petition signed by Brad Lin, managing member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Vincent P. Zurzolo presides over the case. Law Offices of Louis J. Esbin is the Debtor's counsel. KANGAROO FOODS: Court OK's Plan Outline; Confirms Amended Plan -------------------------------------------------------------- Bankruptcy Judge Tracey N. Wise entered an order approving Kangaroo Foods, LLC's disclosure statement and confirming its amended plan dated April 11, 2018. The Troubled Company Reporter reported on May 1, 2018 that unsecured creditors will be paid 25% under the amended plan. To implement its plan, Kangaroo Foods intends to assume the unexpired commercial lease on a property located at 1723 Monmouth Street, Newport, Kentucky, and exercise its option to renew the first of the two additional five-year terms. A full-text copy of the amended plan is available for free at: http://bankrupt.com/misc/kyeb17-21520-95.pdf About Kangaroo Foods Headquartered in Newport, Kentucky, Kangaroo Foods, LLC -- https://www.beefobradys.com/ -- is a franchisee of the Beef 'O' Brady's Family Sports Pub. Established in 1985 by Jim Mellody in Brandon, Florida, Beef 'O' Brady's is a family-friendly restaurant filled with TVs and satellite dishes so patrons could watch a vast array of sporting events. Beef 'O' Brady's offers a variety of foods like chicken wings, burgers, sandwiches, pizzas & flatbreads and desserts. Kangaroo Foods filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-21520) on Nov. 27, 2017. Thomas Drennen, authorized member, signed the petition. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by J. Christian A. Dennery, Esq., at Dennery PLLC. At the time of filing, the Debtor had $27,050 in total assets and $1.07 million in total liabilities. KNOWLES SYSTEMS: Taps Schneiders & Associates as Special Counsel ---------------------------------------------------------------- Knowles Systems, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Schneiders & Associates, LLP, as special counsel. The firm will assist the Debtor and those that lent money through Woodbridge Group of Companies in monitoring the company's bankruptcy case currently pending in Delaware. William Winfield, Esq., a partner at Schneiders and the attorney who will be providing the services, charges an hourly fee of $375. Mr. Winfield and his firm do not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: William E. Winfield, Esq. Schneiders & Associates, LLP 300 E. Esplanade Drive, Suite 1980 Oxnard, CA 93036 Phone: (805) 764-6370 ext. 207 Email: Wwinfield@rstlegal.com About Knowles Systems Knowles Systems, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-01307) on April 20, 2018, estimating less than $1 million in assets and liabilities. Judge Paul M. Glenn presides over the case. The Debtor tapped Latham Shuker Eden & Beaudine, LLP, as its legal counsel, and Michael C. Petruzzo as its accountant. KRONOS ACQUISITION: Moody's Affirms B3 CFR & B1 Term Loan B Rating ------------------------------------------------------------------ Moody's Investors Service affirmed Kronos Acquisition Holdings Inc.'s B3 corporate family rating (CFR), B3-PD probability of default rating, and B1 senior secured term loan B rating, and downgraded the senior unsecured notes ratings to Caa2 from Caa1. The ratings outlook remains negative. Kronos is looking to issue $100 million add-on to its existing $804 million senior secured term loan B and net proceeds will be used to repay a portion of drawings outstanding under the revolver. "The downgrade of senior unsecured notes reflects the increase in senior debt ranking ahead of them in the capital structure," said Peter Adu, a Moody's Vice President and Senior Analyst. Ratings Affirmed: Corporate Family Rating, B3 Probability of Default Rating, B3-PD $904 million (including $100 million add-on) Senior Secured Term Loan B due 2023, B1 (LGD3) Ratings downgraded: $390 million Senior Unsecured Notes due 2023, to Caa2 (LGD5) from Caa1 (LGD5) $500 million Senior Unsecured Notes due 2023, to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Outlook, Remains Negative RATINGS RATIONALE Kronos' B3 CFR primarily reflects its high leverage (pro forma adjusted Debt/EBITDA of 8.4x at LTM Q1/2018), Moody's expectation that the metric will remain above 7x in the next 12 to 18 months, and the company's volatile results as rising raw material costs are harder to pass on to customers. The rating also reflects Moody's opinion that organic growth prospects will remain low and debt repayment will be limited over the next 12 to 18 months given the company's low free cash flow generating capacity. The rating considers Kronos' diversified business model, its sizeable share of the US private label bleach market, and its good positions in pool additives and automotive fluids. Kronos has good liquidity. The company's sources of liquidity exceed $270 million while it has no mandatory term loan repayments over the next 12 months. Kronos' liquidity is supported by cash of $46 million and about $240 million of availability under its $350 million ABL revolver due February 2023 (borrowing base of $300 million) when the refinance transaction closes, and Moody's expected free cash flow of around negative $10 million in the next 4 quarters. Kronos does not have to comply with any financial covenants unless ABL availability falls below $30 million, which mandates compliance with a minimum fixed charge coverage ratio of 1x. Moody's does not expect this covenant to be applicable in the next 4 quarters. Kronos has limited ability to generate liquidity from asset sales as its assets are encumbered. Kronos has no refinancing risk until 2023 when its entire debt capital comes due. The outlook is negative because leverage is likely to be sustained above 7x in the next 12 to 18 months, which is not in line with Moody's expectation for the B3 CFR. The company's good liquidity and absence of debt maturities in the near term are sustaining the CFR at this time. Moody's will consider upgrading Kronos' rating if it sustains adjusted Debt/EBITDA towards 5.5x (pro forma 8.4x) along with RCF/Net Debt well above 10% (pro forma 3%) while maintaining at least adequate liquidity. The rating will be downgraded if there is deterioration in operating results arising from volume or price declines or input cost increases such that adjusted Debt/EBITDA is likely to be sustained above 7x (pro forma 8.4x) in 2019. Kronos' ratings will also be downgraded if its liquidity deteriorates, likely due to negative free cash flow generation on a consistent basis. Leveraging acquisitions or paying a leveraging dividend to its private owner could also cause a downgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Kronos Acquisition Holdings Inc., headquartered in Concord, Ontario, manufactures a variety of household cleaning (including bleach), personal care, over-the-counter products, pool additives and automotive fluids. Revenue for the twelve months ended March 31, 2017 was $2.4 billion. Kronos is owned by Centerbridge Partners LLC. LOCKWOOD INT'L: Taps Keen-Summit Capital as Broker -------------------------------------------------- Lockwood Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Keen-Summit Capital Partners LLC as its real estate broker. The firm will provide services to the company and its affiliates in connection with the disposition of its fee-owned real property, and the renegotiation of its real property leaseholds. Keen-Summit will be compensated according to this fee arrangement: (a) Transaction Fee for Real Estate Disposition Services. When a transaction is closed, whether such transaction is completed individually, as part of a package, or as part of a sale of all or a portion of the Debtors' business, Keen-Summit will earn compensation per transaction equal to 5% of the gross proceeds from the sale. (b) Advisory Fee for Lease Restructuring Services. If and when the Debtors in writing request lease restructuring services and Keen-Summit agrees to provide such services, then the Debtors agree to pay the firm an earned, non-refundable engagement fee of $20,000. (c) Transaction Fee for Lease Restructuring Services. The Debtors have agreed to pay Keen-Summit, on the date a lease is modified, on a per property basis, the greater of $5,000 or 5% of "savings." Harold Bordwin, managing director of Keen-Summit, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Harold Bordwin Keen-Summit Capital Partners LLC 555 Madison Avenue, 5th Floor New York, NY 10022 Phone: (646) 381-9201 E-mail: hbordwin@keen-summit.com About Lockwood International Headquartered in Houston, Texas, Lockwood International, Inc. -- https://www.lockwoodint.com/ -- offers pipe, valves, fittings, and flanges (PVF) and engineered products (liquid handling and transfer, liquid measurement, and access and safety equipment). The company was founded by Frank Lockwood in 1987 and has locations in the United States, Canada, Europe, Asia and Australia. Lockwood International and certain of its affiliates filed for bankruptcy on January 24, 2018 (Bankr. S.D. Tex. Case No. 18-30268. In the petition signed by CEO Michael F. Lockwood, the Debtors estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million. Judge David Jones presides over the case. Jason Brooker, Esq., and Lydia R. Webb, Esq., of Gray Reed & McGraw LLP serve as counsel to the Debtors. Spagnoletti & Co. acts as special litigation counsel. MAC CHURCHILL: $6-Mil. Private Sale to North Fort Approved ----------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Mac Churchill, Inc.'s private sale of substantially all assets to North Fort Worth Dealership Acquisition, LP and/or its Assigns for $6 million. The sale is free and clear of all obligations, Liens, Encumbrances and other interests of any kind or nature whatsoever. The Debtor must cure all amounts owed to American Honda including $84,026 outstanding for parts plus any additional amounts arising prior to Closing. The Debtor is authorized and directed to pay at the Sale closing the following items from the proceeds of Sale after adjustments provided for in the Asset Purchase Agreement: (1) any outstanding liens in existence with respect to customer trade-in cars which have not been paid off, estimated at not more than $1 million; (2) $250,000 to Bonds Ellis Eppich Schafer Jones LLP to be held in trust; (3) any outstanding sales taxes, title and registration fees collected from customers, but which have yet to be remitted to the appropriate state agencies such that customers can secure good title to their vehicles, estimated at not more than $250,000; (4) payment of any escrow and title fees; (5) amounts owed to Eagle Mountain Saginaw ISD for taxes in the amount of $73,013 for 2017 and $96,835 for 2018; (6) amounts owed to Tarrant County for taxes in the amount of $68,614 for 2017 and $25,050 for 2018, and any amounts owed for sales taxes; (7) any other taxes owed by Mac Churchill, Inc. whether due, or to become due prior to Closing; (8) amounts owed to American Honda Finance Corp. for the reserve account not to exceed $36,000; (10) any other lien in existence with a superior priority position to Ally; (11) any costs associated with consummating the sale; and (12) the remainder of the proceeds of Sale to Ally for application in partial satisfaction of its claim secured by the Acquired Assets. As clarification, Honda Finance retains all of its rights in its loaner vehicles (as agreed to by the Buyer and Honda Finance) as such rights existed prepetition, including that it may credit bid the principal balance owed on any car which it has financed which may be sold pursuant to the Asset Purchase Agreement and is entitled to payment (as of the date of the Order the amount outstanding is $345,077) in the ordinary course of business for any cars sold under its finance agreement with the Debtor. In the event the Buyer does not agree to pay the release price on the loaner vehicles and Honda Finance exercises its credit bid, Honda Finance will be deemed to have purchased the vehicles and may take immediate delivery. The 14-day stay period under Bankruptcy Rules 6006(d) and (h) is waived. About Mac Churchill Mac Churchill, Inc., doing business as Mac Churchill Acura -- https://www.macchurchill.com/ -- is a family-owned and operated dealership offering new and pre-owned vehicles. The company serves Denton, Arlington, Dallas, Irving, and Grapevine drivers from its Fort Worth, Texas location. Mac Churchill also provides a number of complimentary services, including a first-time oil change for new car buyers, shuttle transportation within five miles, and a loaner vehicle for repairs over two hours. Mac Churchill, Inc., sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-41988) on May 21, 2018. In the petition signed by Mac N. Churchill, president, the Debtor estimated assets and liabilities in the range of $10 million to $50 million. Judge Mark X. Mullin is assigned to the case. The Debtor tapped John Y. Bonds, III, Esq., Joshua N. Eppich, Esq., and Brandon J. Tittle, Esq., at Bonds Ellis Eppich Schafer Jones LLP, as counsel. Kelley Hart & Hallman, LLP as the Debtor's special litigation counsel. MANUS SUDDRETH: Trustee's Sale of Somerset Properties Interest OK'd ------------------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland authorized Charles R. Goldstein, the Chapter 11 Trustee for Manus Edward Suddreth, to the Debtor's interest in the real property known as 27919 Phoenix Church Road, Somerset County, Tax ID #08-146136, and Phoenix Church Road Parcel 9, Somerset County Tax ID #08-140499, to Thomas C. Oliver, III for the aggregate purchase price of $45,000. The Sale Hearings were held on May 7, 2018 and June 4, 2018. The sale is free and clear of the Encumbrances. The Closing will occur on the date set forth in the Agreement, unless such date is extended in writing by the Trustee and the Purchaser. The Trustee will file a Report of Sale pursuant to Federal Rule of Bankruptcy Procedure 6004(f)(1) within seven days of Closing. At Closing, the Purchase Price from the sale of the Properties will be distributed as follows: a. all real estate taxes, assessments, water or sewer charges, gas, electric, telephone, other utilities and other similar obligations owed by the Debtor in connection with the Properties up to but not including the date of Closing; b. a carve-out for A&G Realty Partners, LLC, the Trustee’s real estate advisor, for its fixed fee in the amount of three percent (3%) of the gross proceeds of sale; c. a carve-out for the bankruptcy estate in an amount equal to the Purchase Price less the total amount for the items described in Paragraph "a" less the real estate advisor's fees described in Paragraph "b" less $40,000; and d. $40,000 to CFS. The Trustee will hold all funds paid to the Trustee for the benefit of the bankruptcy estate pursuant to Paragraph "c." No payments, other than those set forth will be made from the Purchase Price at Closing on the sale of the Properties. Notwithstanding Bankruptcy Rule 6004, the Sale Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Trustee and the Purchaser are free to close under the Agreement at any time, subject to the terms of the Agreement. About Manus Edward Suddreth Manus Edward Suddreth, the sole shareholder of W.P.I.P., Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 13-12978) on Feb. 21, 2013. On Dec. 28, 2016, the Court appointed Joseph J. Bellinger, Jr., as Chapter 11 Trustee. On July 21, 2017, the Court appointed Charles R. Goldstein as Chapter 11 Trustee. On Nov. 6, 2017, the Court entered an order authorizing the Trustee's retention of A&G Realty Partners, LLC, as real estate consultant and advisor. MARBLE MASTERS: Seeks Permission to Use Cash Collateral ------------------------------------------------------- Marble Masters of Middle Georgia, Inc., seeks permission from the U.S. Bankruptcy Court for the Middle District of Georgia to use cash collateral. Marble Masters proposes to use the revenues of operations to pay operating expenses incurred in the normal course of its business. The proposed cash flow budget provides expenses in the aggregate sum of $154,208 during the period from May 29 through June 29, 2018. Secured Creditors Renasant Bank, as successor to HeritageBank of the South; Corporation Service Company; and DLI Assets Bravo, LLC as successor in interest to QuarterSpot, Inc. may claim to hold security interests in accounts receivable and inventory of Marble Masters. Renasant Bank is in first priority according to UCC records filed. As adequate protection, Marble Masters proposes to grant Secured Creditors post-petition security interest in post-petition receivables and proceeds to the same extent and priority that they held pre-petition security interest in receivables to the extent of cash collateral used. To the extent the revenues are cash collateral. Marble Masters believes that the Secured Creditors are adequately protected for the use of the funds. Prior to the filing of the Cash Collateral Motion, Marble Masters was permitted by Secured Creditors to use such revenues from collateral for payment of expenses necessary for the operation of its business. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/gamb18-50891-25.pdf About Marble Masters of Middle Georgia Marble Masters of Middle Georgia, Inc., d/b/a ISD Cabinets & Supply -- https://www.marblemasters.com/ -- specializes in the installation, restoration and maintenance of marble, granite, and quartz surfaces for residential and commercial clients. Headquartered in Warner Robins, Georgia, the Company handles new construction or makeover projects. Marble Masters sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-50891) on May 11, 2018. In the petition signed by Neil D. Suggs, managing member, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in debt. The Hon. Austin E. Carter presides the case. The Debtor is represented by Wesley J. Boyer, Esq. at Boyer Law Firm, L.L.C. MMM HEALTHCARE: Moody's Withdraws Ba3 IFS Rating ------------------------------------------------ Moody's Investors Service has withdrawn the B3 corporate family rating of Puerto Rico-based MMM Holdings, LLC, and the Ba3 insurance financial strength rating of its US-based subsidiary, MMM Healthcare LLC. Both ratings carried positive outlooks at the time of withdrawal. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. The following ratings have been withdrawn: MMM Holdings, LLC -- corporate family rating at B3, outlook at positive; MMM Healthcare, LLC -- insurance financial strength rating at Ba3, outlook at positive. MORNINGSIDE MINISTRIES: Fitch Lowers Rating on 2013 Bonds to BB+ ---------------------------------------------------------------- Fitch Ratings has downgraded the following bonds issued by the New Hope Cultural Education Facilities Finance Corporation on behalf of Morningside Ministries (MM) to 'BB+' from 'BBB-': - $47.14 million first mortgage revenue bonds, series 2013. The Rating Outlook is revised to Stable from Negative. SECURITY The bonds are secured by a pledge of all revenues, first mortgage on all assets, and a debt service reserve fund. KEY RATING DRIVERS DOWNGRADE REFLECTS CONTINUED WEAK PERFORMANCE: The downgrade to 'BB+' from 'BBB-' results from the declining trend of MM's operating performance and a fiscal 2017 net operating margin (NOM) of 2.8% that remains inconsistent with Fitch's 'BBB' category rating. The Stable Outlook reflects Fitch's expectation that MM will stabilize operations over the next couple of years. Failure to improve profitability will place additional pressure on the current rating. OPERATING COST IMBALANCE: Closure of MM's Chandler campus has narrowed the operating deficit. However, profitability will require additional cost reductions combined with occupancy improvement, particularly at the Meadow's independent living (ILU) and Kaulach assisted living (AL) facilities. MM's multi-year plan to restore profitability includes renovation of the Meadows campus, increased marketing, an improved payor mix, and further labor cost reductions. ADEQUATE LIQUIDITY: Liquidity is adequate in relation to leverage as indicated by cash-to-debt of 55.4% at March 31, 2018. The decline of cash-to-debt from 74.3% as of Dec. 31, 2013 reflects an increase in debt to fund MM's Menger Springs expansion. As of March 31, 2018, $41 million of unrestricted cash and investments amounts to 338 days cash on hand (DCOH). MANAGEABLE LONG-TERM LIABILITY PROFILE: As expected, debt increased over the past few years as MM drew down the entire amount of a $42 million bank loan to fund its Menger Springs expansion. MM repaid $12 million of the bank loan in August 2016 from initial entrance fees. As a result, maximum annual debt service (MADS) of $4.96 million is manageable at 9.4% of fiscal 2017 revenue. However, given the lower cash flow, debt to net available was elevated at 10x as of Dec. 31, 2017. Additional monthly service fees from the expansion project are expected to further moderate MM's current debt burden. RATING SENSITIVITIES OPERATING PERFORMANCE AND OCCUPANCY: Continued weak operating performance and occupancy challenges that lead to deteriorating debt service coverage or reduced liquidity indicators could further pressure the current rating. Conversely, ongoing improvement in operating performance associated with a combination of higher occupancy, reduced costs and MM's strategic initiatives could lead to rating improvement over the medium term. LONG-TERM LIABILITY GROWTH: A significant increase in debt without commensurate earnings and liquidity growth could pressure the current rating. CREDIT PROFILE MM operates two senior living communities in the greater San Antonio, TX metropolitan area subsequent to the recent closure of its Chandler Estate campus. MM at Menger Springs is a retirement community consisting of 93 rental ILUs, 40 entrance fee ILU cottages, 68 entrance fee ILUs in the Overlook Expansion, 48 assisted living units (ALU), 42 memory care units, and 40 skilled nursing facility (SNF) beds located in Boerne, TX. MM at the Meadows includes 142 rental ILUs, 67 ALUs, and 170 SNF beds. MM closed its Chandler Estate campus effective March 1, 2018 after a sustained period of low occupancy and operating losses. Residents were relocated to the Meadows and Menger Springs, as well as to other campuses. The Chandler assets continue to be a part of the Obligated Group and MM is evaluating property repurposing options. ILU residents that have entrance fee contracts are typically 90% refundable agreements with a limited amount of health care services. MM also operates a pharmacy, a training institute, and a recently opened home care service, mmCare LLC. In fiscal 2017 (Dec. 31 year-end), MM had total operating revenues of $49.5 million. OPERATING PERFORMANCE CHALLENGES MM operating performance declined over the past several years primarily as a result of softer occupancy and pressure on governmental reimbursement, particularly Medicaid. MM's operating ratio of 101.2% in 2017 remains elevated and unfavorable to Fitch's 'BBB' category median of 97.4%. Fiscal 2017 MADS coverage of 1.5x is also weaker than Fitch's 'BBB' category median of 2.2x. While closure of Chandler Estates narrows MM's operating deficit, more significant cost reductions combined with occupancy improvements will be required for MM to restore profitability to its operations. A soft fiscal 2017 campus-wide occupancy of 79% at the Meadows reflects the weak 72% occupancy of The Meadows ILUs and the challenge of regional competition. MM management has recently combined adjacent units to create eight larger units, which have since been filled and plans to assess further improvement facility opportunities. Fiscal 2017 occupancy at the Menger Springs campus averaged a stronger 94%. System-wide fiscal 2017 ALU and SNF occupancy of 83% and 82% respectively, result from a trend of ILU residents aging in place and heightened competition. Fitch views the control of Medicare patient utilization for short-stay rehabilitation patients by managed care organizations and health systems as a contributing factor to the soft occupancy. MM has a high level of exposure to skilled nursing (48% of fiscal 2017 net revenues) and Medicare and Medicaid payors (38% and 29% respectively of fiscal 2017 SN revenues). Exposure to governmental payors poses occupancy challenges and revenue reimbursement risk. The Medicare business model is subject to transformation and revenue reimbursement initiatives (e.g., bundled payment programs) as well as shorter lengths of stay. The Medicaid program exposes MM to payment fluctuations in relation to governmental budget pressures. MM continues to implement strategies to reduce revenue reimbursement risk associated with governmental payors. MM's SNF operations maintain a strong reputation as reflected in overall five and four star respective CMS ratings for the Morningside Manor (Meadows) and Kendall House (Menger Springs) facilities. During 2017, MM transferred their nursing home license at Morningside Manor Health Care and Chandler Health Care to Guadalupe Regional Medical Center in order to participate in the Texas Health and Human Services Commission (THSC) implemented Quality Incentive Payment Program (QIPP). QIPP allows for the claiming of federal matching funds for Medicaid services up to what would be paid for similar Medicare services. MM plans to leverage their long standing and strong reputation in the community, combined with facility improvements and increased marketing to improve occupancy at the Meadows campus. Management indicated that a facility assessment is underway that will guide the scope of the Meadows campus renovations. ADEQUATE LIQUIDITY MM maintains a satisfactory liquidity position with $45 million of unrestricted cash and investments as of March 31, 2018, translating to 338 DCOH and 55.4% cash to debt. This level of unrestricted cash is adequate for a retirement community with mostly rental and fee-for-service resident agreements. However, a significant increase in debt without commensurate liquidity growth would pressure the adequacy of MM's cash position. As of March 31, 2018, MM also holds $7.5 million of restricted funds. MANAGEABLE LONG-TERM LIABILITY PROFILE MM has $72.8 million of long-term debt outstanding. MADS of $4.96 million is manageable at 9.4% of 2017 revenue. Additionally, the new monthly service fees from the Menger Springs ILU and ALU expansion projects are expected to provide ongoing revenues to support current debt service coverage. MM anticipates the potential for a new debt issuance in the medium term to fund capital improvements at the Meadows campus. Management has not communicated the approximate scope of its plans as the master plan for the campus is still underway. MM also expects to refinance its $30 million short term loan to match the service life of the Menger Springs expansion project. The new debt issuance has the potential to weaken MM's long-term liability profile. Fitch will assess the impact of the new debt on the rating as additional information becomes available. MWM & SONS: Sale of Real Property to Fund Latest Plan ----------------------------------------------------- MWM & Sons, Corp. filed with the U.S. Bankruptcy Court for the District of Maryland an amended disclosure statement, dated June 5, 2018, in support of its amended plan of reorganization. The Plan provides that all Allowed Secured Claims will be paid in full from the sale of the Real Property under a pending contract of sale. The closing date under the contract is 60 days from the Confirmation Date, and the Effective Date is 90 days from the Confirmation Date. The United States Trustee has asked why the period is 90 days, and the contract of sale answers that question. There are certain allowable extensions for the buyer under the contract on closing up to a further 60 days from the Confirmation Date. And there are certain adjustments on items that must be completed no later than 60 days from closing. Accordingly, although delays may occur for any number of reasons, it is unanticipated that full and final administration of the case would consume more than 180 days from the Confirmation Date. The Debtor has requested in the Plan that the Court administratively close the Chapter 11 Case following the Confirmation Date to ensure that the sale transaction and its proceeds are not subject to United States Trustee Fees. At present, there is one Disputed Claim which is the rejection claim of Petroleum Marketing Group in respect of a prior dealer agreement, and that matter remains in litigation. Accordingly, the Confirmation Date is projected to be Sept. 5, 2018, and the sale by the contract may be approved on that date if the buyer provides a further addendum signed that authorizes same, or it may be approved on June 14, 2018 as it is currently scheduled at 2:00 pm. Allowed Claims in this case should fund in approximately 60 to 120 days from the Confirmation Date as evinced by the contract of sale. It is anticipated whether the PMG Claim is disallowed or sustained in whole or in part the Cash Distributions in this case on the present contract of sale will satisfy all Administrative Expenses, Allowed Priority Claims, Allowed Secured Claims and Allowed Unsecured Claims in full. Terms are under negotiation with the present owner and tenants with the buyer for transition matters. Finally, the Debtor is active on a “revived” charter, and for reasons unknown to the Debtor the SDAT has reported it is not in “good standing” which appears to be erroneous. The Debtor will endeavor to cause correction to such an error on the SDAT system, given the United States Trustee was gracious to point it out. Following a resolution of the PMG Claim and the Objection to Claim in this matter, it is anticipated that this case and open matters shall proceed to a resolution at the Confirmation Hearing without further litigation. Class 5 under the plan consists of the unsecured creditors. Allowed Unsecured Claims will receive Cash Distributions from the closing on the Contract of the sale. Any surplus revenues from the sale of the Real Property above and beyond the Allowed Administrative Expense Claims, Allowed Priority Claims, Allowed Secured Claims will be paid to the Allowed Unsecured Claims. The Disputed PMG rejection claim will be paid pro rata if it becomes an Allowed Unsecured Claim in whole or in part with the Class 5 claims or become a Disallowed Unsecured Claim depending upon a Bankruptcy Court Order. A copy of the redlined version of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mdb16-25851-336-1.pdf A copy of the redlined version of the Amended Plan is available at: http://bankrupt.com/misc/mdb16-25851-335-1.pdf About MWM & Sons MWM & Sons Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.MD. Case No. 16-25851) on Dec. 2, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Moin M. Ahmad, president. The Hon. Wendell I. Lipp presides over the case. The Burns Law Firm is the Debtor's counsel. Weil, Akman, Baylin & Coleman, PA, is the Debtor's accountant. NATIONAL MANAGEMENT: Taps Roth & Co. as Accountant -------------------------------------------------- National Management and Preservation Services LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Roth & Co. as its accountant. The firm will prepare the Debtor's tax returns and monthly operating reports; assist in auditing its 401(k) plan; and assist in formulating a Chapter 11 plan. The firm's hourly rates range from $425 to $500 for partners and principals, $300 to $425 for senior managers, $250 to $300 for managers, $200 to $265 for supervisors, $160 to $240 for seniors, and $110 to $185 for associates. Alan Botwinick, an accountant employed with Roth & Co., disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Roth & Co. can be reached through: Alan Botwinick Roth & Co. 200 Central Avenue Farmingdale, NJ 07727 Phone: 732-276-1220 Fax: 732-751-0505 Email: info@rothcocpa.com About National Management and Preservation Services Based in Red Bank, New Jersey, National Management and Preservation Services LLC -- http://www.nationalfieldnetwork.com/-- provides management services on a contract or fee basis. Petitioning creditors Garden State Property Services, Inc., The Cole Team, Inc., and Eleuteria Sandra Hering filed a Chapter 7 petition against National Management (Bankr. D.N.J. Case No. 18-16859) on April 6, 2018. The Chapter 7 case was converted to a case under Chapter 11 of the Bankruptcy Code on April 25, 2018. The Petitioning Creditors are represented by David E. Shaver, Esq., at Broege, Neumann, Fischer & Shaver, in Manasquan, New Jersey. The Debtor is represented by Brian L. Baker, Esq., and Chad Brian Friedman, Esq., at Ravin Greenberg, LLC, in Newark, New Jersey. NATIONS FIRST: Plan Proposes 100% Repayment to Creditors -------------------------------------------------------- Nations First Capital, LLC filed with the U.S. Bankruptcy Court for the Eastern District of California a disclosure statement to its plan of reorganization dated June 5, 2018. The Plan is designed, in large part, to effectuate a restructuring of 79 subordinated, unsecured promissory notes held by 53 separate lenders of the Debtor realize on the value of the Debtor's business and assets, provide for the development and growth of a repayment stream from a non-debtor entity, and to distribute the proceeds generated from the Debtor and the non-debtor third party revenue stream. On the Effective Date of the Plan or as soon thereafter as practicable, the Reorganized Debtor will use cash on hand generated by the Lease Portfolio or funds received on account of the Rapid Obligation to pay in full all unclassified Claims and all Allowed Claims in Classes 1A and 1B (Priority Claims), if any. Further, the Reorganized Debtor will use funds received on account of the Rapid Obligation to pay in full all Administrative Convenience Claims, as provided for in the Plan. The Reorganized Debtor will continue to service and manage the Lease Portfolio in a prudent and businesslike manner after the Effective Date. The Debtor's current ownership will build and scale TopMark, a non-debtor entity, in accordance with the TopMark Business Plan. As more fully discussed below and as more fully set forth in the TopMark Business Plan, it is contemplated that TopMark will be scaled to a size sufficient to generate revenue that will fund the TopMark Distributions to Rapid, in accordance with the terms of the Plan, in order to enable Rapid to satisfy the Rapid Obligation in full; and (ii) fund the Rapid Payments. With respect to the Debtor's business and assets, the Plan contemplates distributing the proceeds realized from the Debtor's business, including the payments it receives on the Rapid Obligation, and from the Lease Portfolio over a five year period to repay Allowed Claims against the Debtor on a pro rata basis. The Debtor does not believe that the proceeds solely from the Debtor's business and assets will be sufficient to pay all Allowed Claims against the Debtor in full. However, for those Creditors voting in favor of the Plan, the Plan contemplates the repayment of 100% of Allowed Claims against the Debtor of those Creditors by Dec. 31, 2023. The full repayment of those Creditors would be made possible through the revenue stream generated by TopMark and distributed to Rapid. Once the Rapid Obligation has been satisfied (and the proceeds from the satisfaction of such obligation paid out to all creditors), Rapid will then distribute, in accordance with the terms of the Plan, such TopMark Distributions to Creditors who voted in favor of the Plan until such Creditors are paid in full. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb18-20668-126.pdf About Nations First Capital Nations First Capital, LLC, d/b/a Go Capital, headquartered in Roseville, California, specializes exclusively on providing capital on semi-trucks and trailers. The Company provides unique solutions customized to answer the specific needs of the trucking industry. Its services most of the credit spectrum with an expertise in challenged credit and owner operator business. Nations First Capital filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-20668) on Feb. 7, 2018. In the petition signed by James Daniel Summers, managing director, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Christopher M. Klein presides over the case. Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, is the Debtor's bankruptcy counsel. NAVIENT CORP: S&P Rates $500MM Unsecured Notes Due 2026 'B+' ------------------------------------------------------------ S&P Global Ratings said it assigned its 'B+' debt rating on Navient Corp.'s $500 million senior unsecured notes due in 2026. The debt rating is one notch below the 'BB-' long-term issuer credit rating on Navient because the company's tangible unencumbered assets are less than its outstanding unsecured debt. S&P excludes from unencumbered assets the company's overcollateralization balances associated with its asset-backed securities trusts. Navient intends to use the proceeds for general corporate purchases, including debt repurchases. RATINGS LIST Navient Corp. Issuer Credit Rating BB-/Negative/B New Rating Navient Corp. Senior Unsecured $500 mil notes due in 2026 B+ NORTH STATE ASSOCIATES: WMW Buying Briarcliff Manor Property $425K ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized North State Associates' sale of the commercial condominium located at 581 North State Road, Building 4, Briarcliff Manor, New York, to WMW Realty Corp. for $425,000. The sale is free and clear of all liens, claims, interests, and encumbrances. At the closing of the sale the Debtor is authorized and directed to pay reasonable, ordinary and customary closing costs from the sale proceeds, including reasonable and customary professional fees directly related to the sale, transfer taxes and reasonable title charges. At the closing of the sale the Debtor is also authorized and directed to pay, to the extent of available proceeds after the foregoing payments, any undisputed debt secured by a valid, perfected and enforceable lien on the Property, in the order of priority of such liens, and, in the event any amount or lien is disputed in good faith, the Debtor will cause such disputed amount of the sale proceeds to be held in escrow subject to further order of the Court or resolution by the parties (and such escrow will be deemed payment for purposes of title insurance). Within 10 days after the closing of the proposed sale, the counsel for the Debtor will file a closing statement with the Court and serve a copy on the Office of the United States Trustee. The 14-day stay of the Order under Fed. R. Bankr. P. 6004(h) is waived, for cause, and the Order is effective immediately upon its entry. About North State Associates Based in New York, North State Associates filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-23846) on Nov. 29, 2017, estimating under $1 million in both assets and liabilities. The Debtor is represented by Anne J. Penachio, Esq., at PENACHIO MALARA LLP, as counsel. NORTHERN OIL: Signs Exchange Agreements with Noteholders -------------------------------------------------------- Northern Oil and Gas, Inc., entered into two independent, separately negotiated exchange agreements with holders of the Company's 8.00% senior notes due 2020 on June 12, 2018. Pursuant to the first agreement, the Company agreed to issue 6,530,000 shares of the Company's common stock, par value $0.001 per share, in exchange for $18,000,000 aggregate principal amount of the Notes. Subject to certain exceptions, the holder agreed to lock-up restrictions on these shares for approximately seven months. If at the end of the lock-up period the ten-day average closing price of the Common Stock is below a certain price, the Company will be required to issue additional shares of Common Stock to the holder. The initial shares of Common Stock are expected to be issued on June 18, 2018. Pursuant to the second agreement, the Company agreed to issue an amount of shares of Common Stock with an agreed-upon value of $2,950,000 in exchange for $2,950,000 aggregate principal amount of the Notes. The actual number of shares of Common Stock to be issued in the exchange will be based on the volume-weighted average price per share of the Common Stock over a specified period. The shares of Common Stock are expected to be delivered on June 28, 2018. The issuance of the shares of Common Stock in exchange for the Notes is being made in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended. Annual Meeting of Stockholders Northern Oil will conduct its 2018 annual meeting of stockholders on Thursday, Aug. 23, 2018. Stockholders of record at the close of business on June 28, 2018, may vote at the meeting. The Company anticipates making its proxy statement available to these stockholders in July 2018, which will include the time and location of the annual meeting, as well as a description of the matters to be considered. About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of March 31, 2018, Northern Oil had $664.5 million in total assets, $1.15 billion in total liabilities and a total stockholders' deficit of $488.8 million. * * * In May 2018, Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from 'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved leverage profile, reduced refinancing risk associated with the remaining $203 million of notes due June 2020, and Moody's expectation that the company will grow production and operating cash flows. OCWEN FINANCIAL: Fitch Affirms 'B-' Issuer Default Ratings ---------------------------------------------------------- Fitch Ratings has affirmed the Long- and Short-Term Issuer Default Ratings (IDRs) of Ocwen Financial Corporation (Ocwen) at 'B-' and 'B', respectively, and the Long-Term IDR of its wholly-owned, primary operating subsidiary, Ocwen Loan Servicing, LLC (OLS), at 'B-'. The Rating Outlook remains Negative. KEY RATING DRIVERS IDRs AND SENIOR DEBT The rating affirmations reflect Ocwen's scale and market position within the subprime mortgage servicing industry, sufficient liquidity and appropriate capitalization and leverage for the current ratings. The affirmations also reflect Fitch's view that the announced transaction to acquire PHH Corporation (PHH) offers Ocwen the opportunity to improve margins through economies of scale, reduce fixed costs on a combined basis by eliminating redundant corporate overhead and public company costs, and provides potential growth opportunities to offset portfolio runoff. On Feb. 27, 2018, Ocwen announced that it would acquire PHH for $360 million in cash, plus the assumption of $119 million in debt. The transaction is expected to close in the second half of 2018, subject to shareholder and regulatory approvals. The highly cyclical nature of the mortgage origination business and the capital intensive and volatile nature of the mortgage servicing business represent primary rating constraints for nonbank mortgage companies, including Ocwen, in Fitch's opinion. Furthermore, the mortgage business is subject to intensive legislative and regulatory scrutiny, which further increases business risk, and the imperfect nature of interest rate hedging can introduce liquidity risks related to margin calls and/or earnings volatility. These industry constraints typically limit ratings assigned to nonbank mortgage companies to below investment grade levels. Constraints specific to Ocwen include longer-term challenges regarding its strategic direction and financial performance under heightened operational and governance frameworks resulting from elevated regulatory scrutiny and compliance standards. In particular, OCN faces execution risk associated with building a lending platform positioned for sustainable growth, and earnings pressure associated with increased compliance costs. The potential strategic and financial benefits of the PHH acquisition are offset, in Fitch's opinion, by execution risk with respect to Ocwen's ability to achieve stated integration, overhead, servicing and origination synergies, supporting the Negative Outlook. The Negative Outlook also reflects Fitch's continued expectation that the legal and procedural overhang resulting from actions filed by the Consumer Financial Protection Bureau (CFPB) on April 20, 2017, could be relatively protracted. Ocwen is appealing the allegations, which allege material weaknesses in its servicing practices. While Fitch believes the legal proceedings may ultimately result in some form of consumer relief and/or payment of a monetary penalty, which could negatively impact the firm's profitability and strategic direction, clarity on this issue is not expected in the near term. More recently, Ocwen resolved the Multi-State Mortgage Committee's (MMC) administrative claims from 30 state regulators and the District of Columbia through settlement agreements, which resulted in consumer relief and modest monetary penalties. Fitch views the resolution of these regulatory actions favorably. While Ocwen reported positive earnings during 1Q18, the company continues to face earnings pressure from portfolio runoff and elevated costs. Ocwen has actively worked to reduce costs over the past year, both within its servicing segment and general corporate overhead. A return to sustainable profitability will be dependent on management's successful execution of its asset generation strategy post-acquisition, while continuing to reduce controllable costs and improve operating margins. Fitch believes the strategy is reasonable but will be achieved over a longer period. Ocwen is heavily reliant on the wholesale debt markets to fund its operations. At March 31, 2018, the company had $800.6 million of servicing liabilities; $155.7 million in lending liabilities; $7.5 million in advances from early buyouts of mortgages; $786.5 million in secured borrowings; and $634.1 million in corporate debt outstanding. In December 2016, Ocwen entered into a new $335 million senior secured term loan (SSTL), and affected a debt-for-debt exchange of $346.9 million of new 8.375% senior secured notes due 2022 for $346.9 million of existing 6.625% senior unsecured notes due 2019, which represented 99.1% of the total balance of senior unsecured notes. Fitch did not view the transaction as a distressed debt exchange (DDE), because it did not result in a material reduction in terms, compared with the original contractual terms, and it was not conducted to avoid bankruptcy. Fitch views Ocwen's ability to access the bank debt markets favorably, but the new corporate debt was relatively more expensive, which could further weigh on Ocwen's profitability. In July 2017, Ocwen announced a planned sale of mortgage servicing rights (MSRs), related to $110 billion of unpaid principal balance (UPB), to New Residential Investment Corp. (together with its subsidiaries, NRZ), a publicly traded REIT externally managed by an affiliate of Fortress Investment Group LLC. The sale provides for the conversion of the rights to MSRs into a more traditional subservicing agreement for a five-year period, and involves upfront payments to Ocwen when the third-party consents have been obtained and the MSRs are transferred. Also under the agreement, NRZ would make an equity investment in Ocwen and become a 4.9% owner. In September 2017, Ocwen transferred $15.9 billion of UPB to NRZ and received a lump-sum payment of $54.6 million. In January 2018, Ocwen modified its agreement with NRZ (New RMSR Agreements), effectively accelerating the lump-sum payments for the rights MSRs while Ocwen continues to seek required third-party consents. In January 2018, Ocwen received a lump-sum payment of $279.6 million in accordance with the New RMSR Agreements. Fitch believes that the agreement provides near-term liquidity, mitigates uncertainty regarding the potential transfer of the MSRs based on servicer rating termination triggers and allows Ocwen to continue to perform key activities and to receive ongoing fee income in its subservicing role. As of March 31, 2018, Ocwen had balance sheet cash of $285.7 million and generated annualized cash flow from operations of $397.6 million in 1Q18. With the additional $279.6 million of upfront cash from NRZ, Fitch believes Ocwen has sufficient liquidity to make required principal payments on its SSTL and repay corporate debt obligations, the earliest of which is expected to mature in 2019 when the remaining $3.1 million outstanding on the senior unsecured notes comes due. Other corporate debt maturities include $298.3 million on the SSTL in 2020 and $346.9 million on the senior secured note in 2022. Given Ocwen's current strategic priorities with respect to liquidity, Fitch does not anticipate the use of cash for share repurchases in the near term. Leverage, as measured by total debt to tangible equity, was 3.8x as of March 31, 2018. Due to the duration of the subservicing agreement (initial five-year terms) the MSR transactions with NRZ do not qualify as a sale and are accounted for as secured financings. The MSRs and related financing liability continues to be recognized on the consolidated balance sheet, which is used in the calculation of Ocwen's tangible leverage calculation. Fitch expects Ocwen's leverage will be managed to around 4.0x over time, which is deemed adequate for the rating category. Corporate leverage, which includes the senior secured term loan, senior secured notes and unsecured debt, is much lower at 1.0x as of March 31, 2018. Ocwen expects to manage corporate leverage below 1.2x longer term. OLS's ratings reflect its status as a wholly-owned subsidiary of Ocwen. The Long-Term IDRs of the two entities are aligned because of the unconditional guarantee of OLS debt provided by Ocwen and its guarantor subsidiaries. The 'B-'/'RR4' rating assigned to OLS's senior secured term loan is equalized with the Long-Term IDR assigned to OLS, given the average recovery prospects to debt holders in a stressed scenario based on available collateral coverage for the senior secured term loan. The term loan holders benefit from a first-priority security interest in selected unencumbered assets of Ocwen and a pledge of capital stock of its guarantor subsidiaries. The 'CCC+'/'RR5' rating assigned to OLS's senior secured note is one-notch below the Long-Term IDR, reflecting below average recovery prospects to debt holders in a stressed scenario. The noteholders have a second-priority, junior interest in the same assets that secure the senior secured term loan, pursuant to an inter-creditor agreement. The 'CCC'/'RR6' rating assigned to Ocwen's senior unsecured notes reflects poor recovery prospects in a stressed scenario due to the company's predominately secured funding profile and the modest level of unencumbered assets available to support the unsecured noteholders. RATING SENSITIVITIES IDRs AND SENIOR DEBT Ocwen's ratings could be downgraded if regulatory settlements result in a meaningful fine or the imposition of significant business restrictions or required servicing and operational enhancements that impair the firm's earnings prospects and, therefore, its leverage profile. The termination of NRZ's planned subservicing agreement with Ocwen could also lead to a rating downgrade of one or more notches, given the resulting impact on the firm's earnings prospects. A downgrade of Ocwen's ratings could also result from sustained strategic uncertainty, including an inability to execute on the merger with PHH to build a sustainable mortgage origination business or expansion into businesses outside of Ocwen's core business, material deterioration in financial performance resulting from a reduction in operating cash flow generation and/or available liquidity, a sustained increase in balance sheet leverage and/or aggressive capital management. Ocwen's Outlook could be revised to Stable if regulatory and legal actions do not materially and adversely impact Ocwen's operational, governance or financial position. A revision of the Outlook to Stable would also be conditioned on Ocwen's strengthening of its financial position, including improved margins, operating cash generation and liquidity and a reduction in gross tangible leverage below 3.0x. The establishment of a sustainable and competitive business model as a mortgage lender, without incurring outsized credit risk, transition to the new Black Knight servicing platform without service disruption and successful integration of the PHH acquisition could also support a revision of the Outlook to Stable. OLS's Long-Term IDR is sensitive to the same factors that might drive a change in Ocwen's Long-Term IDR due to the unconditional guarantee provided by Ocwen and its guarantor subsidiaries. The ratings assigned to the senior secured term loan, senior secured notes and senior unsecured debt are primarily sensitive to changes in OLS's and Ocwen's Long-Term IDRs, and would be expected to move in tandem. The rating of the senior secured term loan and senior secured note are also sensitive to changes in collateral values and advance rates under the secured borrowing facilities, which ultimately impact the level of collateral coverage for each class of debt. Ocwen is a provider of residential and small balance commercial mortgage loan servicing and has been servicing residential mortgage loans since 1988. As of March 31, 2018, Ocwen's residential servicing portfolio consisted of 1.2 million loans totaling $173 billion in UPB. On a combined basis, Ocwen projects that it will service 1.8 million loans totaling $316 billion in UPB, pro forma inclusive of PHH, as of March 31, 2018. Fitch has affirmed the following ratings: Ocwen Financial Corporation - Long-Term IDR at 'B-'; - Short-Term IDR at 'B'; - Senior unsecured debt at 'CCC'/'RR6'. Ocwen Loan Servicing, LLC - Long-Term IDR at 'B-'; - Senior secured term loan at 'B-'/'RR4'; - Senior secured note at 'CCC+'/'RR5'. The Rating Outlook is Negative. PARAMOUNT BUILDING: Files Chapter 11 Plan of Liquidation -------------------------------------------------------- Paramount Building Solutions, LLC, and its debtor affiliates filed a Chapter 11 plan of liquidation and accompanying disclosure statement. The Debtors' assets were sold pursuant to a Court order. The transaction closed on Nov. 30, 2017. The Bankruptcy Estates received $425,000 cash at closing, of which $325,000 was set aside from (1) professional fees, and (2) U.S. Trustee fees. The remaining $100,000 has been set aside for unsecured creditors. In addition to this sum, the Buyer will turn over (a) $100,000 on the successful conclusion of litigation against US Metro, Inc.; and (b) 30% of the net monies recovered from claims being asserted against the Debtors' former chief executive officer, Glen Kucera. To the extent any claims are asserted against any parties pursuant to Chapter 5 of the Bankruptcy Code, those monies will be turned over for distribution to unsecured creditors. The holder of an Allowed General Unsecured Claim, classified in Class 3, will receive his or her pro rata share of available cash. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb17-10867-220.pdf About Paramount Building Solutions Founded in 2003 in Tempe, Arizona, Paramount Building Solutions, LLC -- http://www.paramountbldgsol.com/-- provides janitorial and floor care services to thousands of locations, 24 hours a day, seven days a week. Paramount Building Solutions and its affiliates filed a Chapter 11 petition (Bankr. D. Ariz. Lead Case no. 17-10867) on Sept. 15, 2017. The petition was signed by Jeffory Southard, CEO. The affiliates are Cleaning Solutions, LLC (Bankr. D. Ariz. Case No. 17-10868); JMS Building Solutions, LLC (Bankr. D. Ariz. Case No. 17-10869) and Starlight Building Solutions, LLC (Bankr. D. Ariz. Case No. 17-10870). Cleaning is the 100% sole member of Paramount, and JMS. Paramount is the 100% sole member of Starlight. At the time of filing, Paramount estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Eddward P. Ballinger Jr. presides over the case. Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as counsel to the Debtors. On Oct. 5, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Cross Law Firm, P.L.C., as local counsel. PEARL, MS: Moody's Cuts GO Debt Rating to Ba2 --------------------------------------------- Moody's Investors Service has downgraded the City of Pearl, Mississippi's outstanding general obligation debt to Ba2 from Ba1. The outlook is stable. RATINGS RATIONALE The downgrade to Ba2 reflects the worsening of the city's finances in the most recent audit driven by a material prior-period readjustment recognizing a $4.5 million short-term liability as part of a local development project. The rating additionally reflects the city's growing interfund payable due to its utility and other governmental funds to support general fund operations. The rating further reflects the city's narrow liquidity, an elevated debt and pension burden, and moderately-sized tax base in Rankin County (Aa2), Mississippi. RATING OUTLOOK The stable outlook reflects the likelihood that the city's liquidity position will stabilize in fiscal years 2017 and 2018. FACTORS THAT COULD LEAD TO AN UPGRADE - Trend of balanced operations supporting improved financial position - Substantial tax base growth - Material reduction of debt and pension liabilities FACTORS THAT COULD LEAD TO A DOWNGRADE - Further erosion of financial position - Return to reliance on short term borrowing or one-time measures to balance future budgets LEGAL SECURITY The bonds are secured by an annual ad valorem tax, levied against all taxable property in the city without legal limitation as to rate or amount. USE OF PROCEEDS Not applicable PROFILE The City of Pearl is located in Rankin County, approximately 2 miles east of the state capital of Jackson, and supported a population of 26,462 in 2015. New mayor took office late in July 2017. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in December 2016. PIONEER ENERGY: Expects to Incur $5M Add'l Q2 Phanton Stock Expense ------------------------------------------------------------------- From time to time, senior management of Pioneer Energy Services meets with groups of investors and business analysts. The company has prepared slides in connection with management's participation in those meetings and participation in the Wells Fargo Securities 3rd Annual West Coast Energy Conference. The slides provide an update on the Company's operations and certain recent developments, which among others, include the following: Recent Update * At 5/31/18, the company's stock price was $5.50 which represents a 104% increase from 3/31/18. As a result, the company expects to incur additional phantom stock expense of approximately $5.0 million in the second quarter. The company now expects G&A expense to be approximately $25.0 - 26.0 million in the second quarter as compared to prior guidance of $19.5 - 20.0 million. Future increases or decreases in stock price from $5.50 could result in cumulative adjustments to its phantom stock expense. The slides are available for free at https://is.gd/fQNfgR About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com-- provides well servicing, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions through its three production services business segments. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its two drilling services business segments. Pioneer Energy reported a net loss of $75.11 million in 2017, a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of March 31, 2018, Pioneer Energy had $757.70 million in total assets, $557.51 million in total liabilities and $200.18 million in total shareholders' equity. * * * Moody's upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Moody's said that Pioneer's 'Caa2' CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance. While the company's operating cash flow is expected to improve due to good demand for its drilling rigs and equipment services, Pioneer Energy Services' leverage metrics are weak, as reported by the TCR on Nov. 13, 2017. PRIME HOTEL: Unsecureds to be Paid $140K Under Mortgagee Plan ------------------------------------------------------------- DS 17 West 24th Street Note Purchaser LLC submits a disclosure statement in connection with its proposed plan of reorganization for Prime Hotel Management LLC. Class 2 under the plan consists of DS 17 West's Claim, which totals approximately $10,510,039 as of the filing date, not including late charges. The Debtor will have the limited right to fully pay and satisfy the Mortgagee's claim in full on or before August 31, 2018 at the lesser of the amount due at time of payment or $11,000,000, plus payment of Administrative Claims, unclassified Priority tax claims, Class 1 Claims, Class 3 Claims and $140,000 to be distributed to Class 4 Claimants under the Plan. Failing full and complete payment of all such obligations on or before August 31, 2018, the New York Property will be sold pursuant to the sale. In the event of a sale under the plan, after payment of administration claims, Class 1 Claims and Class 3 Claims, and unclassified Priority tax claims, the Mortgagee will be paid all available cash up to the Allowed Amount of the Class 2 Claim (less late fees) up to $12,000,000, plus interest at 9% commencing on August 31, 2018 if the Property auction is concluded by August 31, 3018 or 24% contract default rate of interest commencing on August 31, 2018 if the Property auction is not concluded by August 31, 2018. If the Property is sold by auction under the Plan and the sale proceeds are insufficient to pay administration claims, Class 1 Claims, the Class 2 Claim as capped by the preceding sentence, Class 3 Claims, and unclassified Priority tax claims, the Mortgagee will carve out $140,000 from its distribution, (or will contribute $140,000 if it credit bids), to be allocated to payment of administration Claims, unclassified Priority tax claims and Priority claims first, with the balance to be disbursed to Class 4 general unsecured creditors. Class 4 consists of the general unsecured claims, which total approximately $3,252,333. If the Debtor exercises its right to pay claims under the Plan, each Holder of a General Unsecured Claim will be paid its pro-rata share of the $140,000 described in the Class 2 Treatment. In the event of a sale of the Property under the Plan, Payment of the greater of (a) the available cash up to the Allowed Amount of Class 4 Claims, after payment of Administrative Claims, Class 1, 2, and 3 Claims, and unclassified Priority tax claims, and (b) $140,000 less allowed administration Claims, unclassified Priority tax claims and Class 3 Priority claims. Effective Date payments under the Plan will be paid either by the Debtor exercising its option to pay claims as set forth in the treatment of Class 2 Claims or from the sale of the Property pursuant to the treatment of Class 2 Claims and the Sale and Auction Procedures. The transfer of the Property under the Plan will be free and clear of all commercial leases not assumed under the Plan, liens, claims and encumbrances, with any such liens, claims and encumbrances to attach to the sale proceeds, and to be disbursed under the Plan, provided, however, that the Mortgagee will have the right, but not the obligation, to provide for a split and assignment of its mortgage and an assumption by the purchaser in connection with the sale of the Property under the Plan. A full-text copy of the Mortgagee's Disclosure Statement is available at: http://bankrupt.com/misc/nysb18-10221-37.pdf Attorney for the Plan Proponent: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue New York, New York 10022 Telephone: (212) 593-1100 Facsimile: (212) 644-0544 About Prime Hotel Management New York-based Prime Hotel Management LLC owns in fee simple a vacant five-storey building located at 17 West 24th Street, New York, New York, valued by the company at $8.7 million. Prime Hotel Management sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10221) on Jan. 30, 2018. Hag Gyun Lee, president of Eben Ascel Corp., manager of the Debtor, signed the petition. At the time of the filing, the Debtor disclosed $8.7 million in assets and $14.62 million in liabilities. Judge Sean H. Lane presides over the case. Pick & Zabicki, LLP, is the Debtor's legal counsel. QUALITY CARE: Obtains Possible "Superior" Proposal from 3rd Party ----------------------------------------------------------------- Quality Care Properties, Inc. said that the 45-day "go-shop" period set forth in its merger agreement with Welltower Inc. expired on June 9, 2018. The company has received from a third party an acquisition proposal that QCP's Board of Directors has determined could reasonably be expected to lead to a "Superior Offer," as defined in the Merger Agreement. During the "go-shop" period, representatives of Goldman Sachs & Co. LLC, financial advisor to QCP, contacted 34 potential parties on behalf of the Company to determine whether they have an interest in making a proposal to acquire the Company. These parties included a diverse selection of REITs, health care providers, operators and other strategic parties, financial sponsors and non-profit health organizations. QCP entered into confidentiality agreements pursuant to which it provided confidential information to five of the parties contacted. As a result of these efforts, QCP received the Acquisition Proposal from the Potential Bidder. No other parties submitted an acquisition proposal to acquire the Company during the go-shop period. After consulting with its financial and legal advisors, QCP's Board determined that the Acquisition Proposal could reasonably be expected to lead to a Superior Offer. Therefore, the Potential Bidder is an "Excluded Party," as defined in the Merger Agreement, and QCP is permitted, subject to the provisions of the Merger Agreement, to continue to solicit proposals from, furnish non-public information to, and engage in further discussions and negotiations with, the Potential Bidder. Following the expiration of the go-shop period, QCP became subject to customary "no shop" provisions other than with respect to the Potential Bidder. The "no shop" provisions restrict the ability of the Company and its representatives to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary "fiduciary out" provisions. The Board has not yet determined that the Acquisition Proposal constitutes a Superior Offer under the Merger Agreement. The Acquisition Proposal provides that the Potential Bidder will need to obtain debt financing and is subject to several conditions, including completion of a due diligence review of QCP and HCR ManorCare, Inc. and the negotiation of a definitive merger agreement. There can be no assurance that the Acquisition Proposal will ultimately result in a Superior Offer, and discussions and negotiations with the Potential Bidder could terminate at any time. The Board has not changed its recommendation and continues to recommend that QCP's stockholders vote to approve the merger with Welltower. Advisors Goldman, Sachs & Co. LLC and Lazard are financial advisors to QCP. Wachtell, Lipton, Rosen & Katz is legal advisor to QCP. About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland -- http://www.qcpcorp.com/-- was formed in 2016 to hold the HCR ManorCare portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. Quality Care is a real estate company focused on post-acute/skilled nursing and memory care/assisted living properties. QCP's properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building. Quality Care reported a net loss and comprehensive loss of $443.5 million for the year ended Dec. 31, 2017, compared to net income and comprehensive income of $81.14 million for the year ended Dec. 31, 2016. As of March 31, 2018, Quality Care had $4.38 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock, and $2.58 billion in total equity. * * * S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization," as reported by the TCR on Dec. 20, 2017. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUALITY UPHOLSTERY: Clark County Assessor Claim Added in New Plan ----------------------------------------------------------------- Quality Upholstery Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement to accompany its proposed plan of reorganization dated June 5, 2018. The latest plan adds the secured claim of the Clark County Assessor in class 9 and the unsecured priority claim of the State of Nevada Department of Employment, Training and Rehabilitation in Class 10. The Clark County Assessor has filed a claim in the amount of $88.37. The Debtor will pay claims of Class 9 in full within 90 days of the Effective Date. The Clark County Assessor shall retain any pre-petition liens it had on any of the Debtor's Property if any. At the option of Debtor, Debtor may pre-pay any payment without penalty. The State of Nevada DETR has filed a claim in the amount of $11,636.41. The Debtor will pay claims of Class 10 in equal quarterly installments so that the claims are paid in full within five years of the date of filing of the Debtor's petition, or such other time as agreed between the State of Nevada DETR and the Debtor. At the option of Debtor, Debtor may pre-pay any payment without penalty. General unsecured creditors, previously classified in Class 9, are now under Class 11. The Debtor anticipates that its business will continue to perform as it has done during the pendency of the case. A full-text copy of the Latest Disclosure Statement dated June 5, 2018 is available at: http://bankrupt.com/misc/nvb17-12359-117.pdf About Quality Upholstery Inc. Quality Upholstery Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-12359) on May 3, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The case is assigned to Judge August B. Landis. The Debtor is represented by Matthew L. Johnson, Esq., Russell G. Gubler, Esq., and Ashveen S. Dhillon, Esq., at Johnson & Gubler, P.C., in Las Vegas, Nevada. RANDOLPH AND RANDOLPH: Taps Lehr Middlebrooks as Special Counsel ---------------------------------------------------------------- Randolph and Randolph LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to retain Lehr, Middlebrooks, Vreeland & Thompson, P.C., as special counsel. The firm will continue to represent the Debtor in a case pending in the U.S. District Court for the Northern District of Alabama (Case No. 16-cv-00197). The firm will charge these hourly rates: Al Vreeland $375 Claire Martin $250 Paralegal $125 Lehr Middlebrooks neither holds nor represents any interest adverse to the Debtor, according to court filings. The firm can be reached through: Albert L. Vreeland, Esq. Lehr, Middlebrooks, Vreeland & Thompson, P.C. 2021 Third Avenue North Birmingham, AL 35203 Phone: (205) 323-9266 Fax: (205) 326-3008 Email: avreeland@lehrmiddlebrooks.com About Randolph and Randolph Randolph and Randolph LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-72125) on Dec. 8, 2017. In the petition signed by Harold E. Randolph, its member, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Jennifer H. Henderson presides over the case. Newell & Holden, LLC, is the Debtor's bankruptcy counsel. RELATIVITY MEDIA: Seeks to Hire M-III Partners, Appoint CRO ----------------------------------------------------------- Relativity Media, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire M-III Partners, LP and designate Colin Adams, the firm's managing director, as its chief restructuring officer. Mr. Adams and his firm will assist the personnel and advisors of Relativity Media and its affiliates in the financial review of their businesses; assist in the management and analysis required for their debtor-in-possession financing facility; attend meetings and discussions with potential investors, banks, secured lenders and any official committee appointed; help formulate restructuring plans or strategic alternatives; and provide other services related to the Debtors' Chapter 11 cases. Mr. Adams will be paid $800 per hour for the first 50 hours each month and $875 per hour thereafter. Enrique Acevedo and Andrew Smith will charge $400 per hour and $325 per hour, respectively. In case additional personnel provide services to the Debtors, M-III will charge these hourly fees: Managing Partner $975 Managing Director $875 Director $675 Vice-President $575 Senior Associate $475 Associate $400 Analyst $325 The firm received retainers totaling $265,000. Mr. Adams disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. M-III can be reached through: Colin M. Adams M-III Partners, LP 3 Columbus Circle, 15th Floor New York, NY 10019 Phone: +1 (212) 716-1491 / (212) 430-2042 E-mail: cadams@miiipartners.com E-mail: info@miiipartners.com About Relativity Media Relativity Media, LLC, is an American media company headquartered in Beverly Hills, California, founded in 2004 by Lynwood Spinks and Ryan Kavanaugh. Relativity Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-11358) on May 3, 2018. This is the company's second trip to Chapter 11. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, previously sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y. Case No. 15-11989). In the petitions signed by Colin M. Adams, CRO, Relativity Media estimated assets of $100 million to $500 million and liabilities of $500 million to $1 billion. Judge Michael E. Wiles presides over the cases. The Debtors tapped Winston & Strawn LLP as their legal counsel; M-III Partners, LP, as restructuring advisor; and Prime Clerk LLC as noticing and claims consultant. RELATIVITY MEDIA: Taps Winston & Strawn as Legal Counsel -------------------------------------------------------- Relativity Media, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Winston & Strawn LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; negotiate with creditors; assist the Debtors in connection with any asset dispositions and employment-related issues; review and help resolve claims; assist in the preparation of a plan of reorganization; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $700 to $1,570 for partners, $640 to $1,130 for counsel, $515 to $810 for associates, and $185 to $385 for paralegals. The attorneys who are anticipated to handle the cases are: Daniel McGuire Partner $985 Justin Rawlins Partner $975 Carrie Hardman Partner $795 Katherine Preston Associate $720 Aaron Gober-Sims Associate $585 Should the Debtors need the firm's electronic discovery team, the firm will charge between $85 and $165 per hour for review attorneys, and between $150 and $545 per hour for non-attorney support staff. Winston received retainers totaling $351,152. Daniel McGuire, Esq., a partner at Winston, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. McGuire disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Winston professional has varied his rate based on the geographic location of the cases. Winston represented the Debtors in preparation for their cases and charged the same rates, however, the firm agreed to certain voluntary and client-requested reductions to its pre-bankruptcy invoices. Otherwise, the firm has not represented the Debtors in any other capacity in the 12 months prior to the petition date, Mr. McGuire disclosed in court filings. Although the Debtors and Winston have not prepared a formal budget and staffing plan, the firm provided the Debtors with a "good faith estimate" of its fees in connection with the cases on March 15, according to Mr. McGuire. Winston can be reached through: Carey D. Schreiber, Esq. Winston & Strawn LLP 200 Park Avenue New York, NY 10166 Tel: (212) 294-3547 Fax: (212) 294-4700 Email: cschreiber@winston.com About Relativity Media Relativity Media, LLC, is an American media company headquartered in Beverly Hills, California, founded in 2004 by Lynwood Spinks and Ryan Kavanaugh. Relativity Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-11358) on May 3, 2018. This is the company's second trip to Chapter 11. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, previously sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y. Case No. 15-11989). In the petitions signed by Colin M. Adams, CRO, Relativity Media estimated assets of $100 million to $500 million and liabilities of $500 million to $1 billion. Judge Michael E. Wiles presides over the cases. The Debtors tapped Winston & Strawn LLP as their legal counsel; M-III Partners, LP, as restructuring advisor; and Prime Clerk LLC as noticing and claims consultant. RESOLUTE ENERGY: KEMC Fund Holds 6.8% Stake as of June 14 --------------------------------------------------------- KEMC Fund IV GP, LLC, disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of June 14, 2018, it beneficially owns 1,582,052 shares of common stock of Resolute Energy Corporation, which represents 6.8 percent of the shares outstanding. KEMC Fund is the general partner of each of Kimmeridge Energy Exploration Fund IV, LP, Kimmeridge Energy Net Profits Interest Fund IV, LP and Kimmeridge Energy (Public) Fund IV Co-Invest, LP ("Kimmeridge Funds"). KEMC Fund's principal business address is 400 Madison Avenue, Suite 14C, New York, New York 10017. The Reporting Person serves as the general partner of each of the Kimmeridge Funds. The 1,582,052 shares of Common Stock beneficially owned by KEMC Fund were purchased by the Kimmeridge Funds using the working capital of the Kimmeridge Funds. The total purchase price for the Shares reported was approximately $46,231,231. "The Reporting Person is broadly supportive of the Issuer's agreement with Monarch Alternative Capital LP regarding the review of potential strategic alternatives. The Kimmeridge Principals have consistently expressed to the Issuer's management that they believe the Issuer is subscale and that the Issuer should pursue strategic alternatives, including a potential merger with a similarly positioned oil and gas company, a sale of the Issuer or take private transaction," KEMC Fund stated in the SEC filing. A full-text copy of the regulatory filing is available at: https://is.gd/y24AXB About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute incurred a net loss available to common shareholders of $7.70 million in 2017 following a net loss available to common shareholders of $161.7 million in 2016. As of March 31, 2018, Resolute Energy had $686.3 million in total assets, $767.9 million in total liabilities and a total stockholders' deficit of $81.59 million. RNY AUSTRALIA: Lender Sets July 25 Auction of Properties -------------------------------------------------------- Pursuant to a mezzanine loan agreement dated Jan. 8. 2016, as amended, restated, modified or supplemented from time to time, by and between RNY Australia AC Mezz Borrower LLC and Delphi CRE Funding LLC, evidencing that certain loan in the original principal amount of $2.91 million, which loan is also evidenced by that certain mezzanine promissory noted dated Jan. 8, 2016, in the principal amount of $2.91 million in favor of the secured party and secured by, inter alia, that certain mezzanine pledge and security agreement dated Jan. 8, 2016, made by the Debtor in favor of the secured party and related documents as amended from time to time being due in full and unpaid and in default, please be advised that the collateral will be offered for sale to the highest qualified bidder by the secured party at a public auction, in accordance with Section 9-610 of the Uniform Commercial Code in effect in the State of New York, on July 25, 2018, at 2:00 p.m. (Easter Time) as the offices of Kasowitz Benson Torres LLP, 1633 Broadway, New York, New York. Auction to be conducted by Mannion Auctions LLC by Matthew D. Mannion. Mr. Mannion can be reached at: Matthew D. Mannion Mannion Auctions LLC 305 Broadway, Suite 200 New York, NY 10007 Tel: 212-267-6698 Fax: 212-608-2147 a) 100% of the Debtor's limited liability company interests in RA 560 White Plains Road Owner LLC, the owner of the property known as 560 White Plains Road, Tarrytown, New York, together with all limited company certificates evidencing the same, and all economic rights, control, consent voting and other decision making rights and authorities and all other rights, privileges, authorities power and options of any nature whatsoever arising from the Debtor's interest in RA 560 as a member that may now exist or that may accrue or be issued or granted by RA 560 to the Debtor. b) 100% of the Debtor's limited liability company interests in RA 580 White Plains Road Owner, the owner of the property known as 580 White Plains Road, Tarrytown, New York, together with all limited company certificates evidencing the same, and all economic rights, control, consent voting and other decision making rights and authorities and all other rights, privileges, authorities power and options of any nature whatsoever arising from the Debtor's interest in RA 580 as a member that may now exist or that may accrue or be issued or granted by RA 580 to the Debtor. c) 100% of the Debtor's limited liability company interests in RA 6800 Jericho Turnpike LLC, the owner of the property known as 6800 Jericho Turnpike, Syosset, Tarrytown, New York, together with all limited company certificates evidencing the same, and all economic rights, control, consent voting and other decision making rights and authorities and all other rights, privileges, authorities power and options of any nature whatsoever arising from the Debtor's interest in RA 6800 as a member that may now exist or that may accrue or be issued or granted by RA 6800 to the Debtor. d) 100% of the Debtor's limited liability company interests in RA 6900 Jericho Turnpike LLC, the owner of the property known as 6900 Jericho Turnpike, Syosset, Tarrytown, New York, together with all limited company certificates evidencing the same, and all economic rights, control, consent voting and other decision making rights and authorities and all other rights, privileges, authorities power and options of any nature whatsoever arising from the Debtor's interest in RA 6900 as a member that may now exist or that may accrue or be issued or granted by RA 6900 to the Debtor. e) 100% of the Debtor's limited liability company interests in RA RR CLB LLC, the owner of the property known as 55 Charles Lindbergh Blvd., Uniondale, New York, together with all limited company certificates evidencing the same, and all economic rights, control, consent voting and other decision making rights and authorities and all other rights, privileges, authorities power and options of any nature whatsoever arising from the Debtor's interest in RA 55 as a member that may now exist or that may accrue or be issued or granted by RA 55 to the Debtor. The collateral is being sold subject to any and all outstanding liabilities of RA 560, RA 580, RA 6800, RA 6900 and RA 55. For information regarding the requirements to participate in or the terms of the sale, contact: Kurt Altvater Marketing Agent CBRE 200 Park Ave. New York, NY 10166 Tel: 415-772-0448 Email: kurt.alt@cbre.com ROCKPORT COMPANY: July 10 Auction of All Assets Set --------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of The Rockport Co., LLC and affiliates in connection with the sale of substantially assets to CB Marathon Opco, LLC for (i) $150 million in cash, subject to certain working capital adjustments plus the NAM Store Inventory Amount; (ii) a warrant to purchase up to 5% of common equity of the indirect parent of the Stalking Horse Bidder once the Stalking Horse Bidder receives a return equal to 2.5 times its initial equity investment as of the Closing Date ; and (iii) the assumption of certain liabilities, subject to higher or otherwise better offers. A hearing on the Motion was held on June 5, 2018 at 2:00 p.m. (ET). The salient terms of the Bidding Procedures are: a. Bid Deadline: June 29, 2018 at 5:00 p.m. (PET) b. Qualified Bid: Greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (a) the amount of the Stalking Horse Protections, plus (b) $500,000 c. Good Faith Deposit: 10% of the Purchase Price provided for in the bid d. The Debtors will notify Potential Bidders of their status as Qualified Bidders no later than 5:00 p.m. (PET) on July 3, 2018. e. Auction: An Auction will be conducted at the office of Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 at 10:00 a.m. (PET) on July 10, 2018. f. Credit Bidding: The Stalking Horse Agreement, the Bidding Procedures, and the Bidding Procedures Order provide that in no event will Secured Noteholders (or any assignees, transferees or purchasers of the secured Indebtedness held by any Secured Noteholder) be permitted to credit bid for the Purchased Assets as all or part of any competing bid for the Purchased Assets at any Auction at which the Stalking Horse Bidder is bidding pursuant to the Stalking Horse Agreement. g. Relief from Bankruptcy Rule 6004(h): The Motion asks, and the proposed Bidding Procedures Order approves, relief from the 14-day stay imposed by Bankruptcy Rule 6004(h). h. Break-Up Fee and Expense Reimbursement: The Stalking Horse Agreement provides for a Break-Up Fee in an amount equal to 3% of the Base Cash Amount (i.e., $4.5 million) and an Expense Reimbursement of up to $2 million. i. Sale Objection Deadline: June 28, 2018 at 4:00 p.m. (PET) j. Sale Hearing: July 16, 2018 at 10:00 a.m. (PET) A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Rockport_Co_146_Order.pdf Within two Business Days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon all Sale Notice Parties. Promptly following the Auction, if any, but in any event no later than five business hours after the close of the Auction, the Debtors will file the Notice of Auction Results with the Court. The Assumption and Assignment Procedures set forth in the Motion and in the Order are approved. The Assumption and Assignment Objection Deadline is June 28, 2018 at 4:00 p.m. (PET). In the event that any Contract or Lease is added to the Contracts List or previously-stated Cure Costs are modified, in accordance with the Asset Purchase Agreement or the Assumption and Assignment Procedures set forth in the Order, the Debtors will reasonably promptly serve the Supplemental Assumption and Assignment Notice. The Supplemental Assumption and Assignment Objection Deadline is 10 calendar days from the date of service of such Supplemental Assumption and Assignment Notice. Notwithstanding any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h), 6006(d), 7062 or 9014) or Local Rule that might otherwise delay the effectiveness of the Order, the terms and conditions of the Order shall, to the extent applicable, be effective and enforceable immediately upon its entry. About Rockport Company The Rockport Company, LLC and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, 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 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 U.S. 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 taps 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. RPX CORP: Moody's Assigns B3 Corp. Family Rating, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and Caa1-PD Probability of Default Rating (PDR) to Riptide Purchaser, Inc. (dba "RPX Corporation" or "RPX") in connection with private equity firm HGGC LLC's ("HGGC") proposed acquisition of RPX Corporation. Riptide Purchaser, Inc. will be merged with and into RPX Corporation, with RPX Corporation surviving the merger as a wholly owned subsidiary of Riptide Parent, LLC. At the same time, Moody's assigned B3 ratings to the company's proposed $20 million revolving credit facility due 2023 and $240 million first lien term loan due 2024. The ratings outlook is stable. The new credit facilities are being issued as part of a transaction whereby investment funds affiliated with HGGC anticipate acquiring 100% of the common stock of RPX Corporation in a transaction valued at approximately $555 million ($10.50 per share). In addition to the credit facilities, HGCC anticipates investing approximately $161 million of new cash equity. At the close of the transaction, the company would enter into a new a new $20 million revolving credit facility, which is expected to be undrawn at closing. "Despite RPX's unique value proposition as a provider of patent litigation risk management services and a low expected closing debt leverage, estimated at around 2.5 times (Moody's adjusted), we view the RPX business risk profile as high. Its small scale, expectation for meaningful revenue and EBITDA deterioration over the next 12-18 months driven by the reset of existing contracts to new price levels, highly capital intensive business model (inclusive of net patent spend) and uncertainty about RPX's ability to upsell new services to its installed client base is a major constraint on the company's rating," said Moody's AVP-analyst Oleg Markin. "Though we believe RPX will have sufficient liquidity to navigate through a difficult operating period, liquidity risks include a high anticipated cost of floating rate debt, some stringent terms in the proposed credit agreement, such as 7.5% annual mandatory debt amortization and a maintenance financial covenant, as well as fluctuating demand for RPX's services," added Markin. Moody's assigned the following ratings to Riptide Purchaser, Inc.: - Corporate Family Rating at B3 - Probability of Default Rating at Caa1-PD - Proposed $20 million first lien senior secured revolving credit facility due 2023 at B3 (LGD3) - Proposed $240 million first lien senior secured term loan due 2024 at B3 (LGD3) - Outlook at Stable The assigned ratings remain subject to Moody's review of the final terms and conditions of the proposed financing that is expected to close in June 2018. RATINGS RATIONALE The B3 CFR reflects the uncertainty surrounding RPX's ability to stabilize its revenue and EBITDA declines, driven by pricing pressure on subscription renewals for its patent risk management services. Moody's projects revenue and EBITDA to decline double-digits over the next 12-18 months, with debt-to-EBITDA leverage increasing to 3.5 times despite a $18 million annual mandatory debt repayment. The rating is also constrained by the company's small size, high customer concentration, fluctuation in demand for its subscription services which is driven primarily by patent assertion behavior by Non-Participating Entities (NPEs), highly capital intensive nature of the business (inclusive of net patent spend) and Moody's expectation for modest free cash flow generation over the next 12-15 months. The rating also considers the risk of potentially aggressive financial policies under private equity ownership. RPX is the leading player in an opaque market that sells risk management products and services to blue chip customers seeking to reduce patent litigation risk and related expenses, while providing efficiency in the patent marketplace. Its credit profile benefits from its subscription-based revenue model, which allows its customers the opportunity to receive perpetual licenses to relevant patent portfolios and mitigate patent risk. The company's long-term contracts, which typically span three years at inception, historically high retention rates, and solid EBITDA margin also provide credit support. Additionally, a favorable macro trend of US patent issuances and recent emergence of more sophisticated patent owners should provide steady demand for the company's services. Moody's expects RPX to maintain adequate liquidity over the next 12-15 months. Sources of liquidity consist of a cash balance of $30 million at close of the transaction, expectations for modestly positive free cash flow and funds under the new $20 million revolving credit facility (undrawn at closing). Moody's projects annual free cash flow of $25-30 million (before term loan amortization) over the next 12-18 months, which will provide adequate coverage of annual mandatory term loan amortization of $18 million, paid quarterly. The revolver and term loan are expected to have a total leverage ratio covenant of 3.5x beginning with the quarter ending 9/30/2018 with subsequent step-downs until maturity. Moody's expects RPX will maintain a comfortable cushion relative to the required covenant. Given the proposed all first lien debt structure (revolver and term loan) with a financial maintenance covenant, Moody's assumed a higher than average family recovery rate (65% mean family recovery in a default scenario) that drives the PDR one notch lower than the B3 CFR. The stable rating outlook reflects Moody's expectation for a double-digit revenue and EBTIDA decline over the next 12-18 months, with stable revenues projected for 2020 onwards. The stable outlook also incorporates expectation that the company's liquidity will remain adequate over the next 12-18 months, including $25-30 million of annual free cash flow and maintaining covenant compliance. While unlikely in the near term, RPX's ratings could be upgraded if the company were able to maintain at least adequate liquidity and demonstrate sustained growth in revenue and earnings. The ability to sustain credit metrics such as free cash flow-to-gross debt (Moody's adjusted) of at least 15% would also be necessary for an upgrade. The ratings could be downgraded if debt-to-EBITDA rises above 4.0x or revenue and profitability declines are worse than projected such that free cash flow declines relative to annual debt service requirements. Quantitatively, ratings could be downgraded if Moody's expects free cash flow-to-gross debt to fall below 10%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. RPX Corporation, based in San-Francisco, CA provides patent risk management and discovery services to help facilitate more sufficient exchange of value between owners and users of patents and manage the costs and risks related to the legal discovery process. Following the completion of the go-private transaction, RPX would be majority owned by funds affiliated with HGGC. Moody's projects the company's revenue to fall below $250 million by 2019. SCHLETTER INC: Committee Taps BDO USA as Financial Advisor ---------------------------------------------------------- The official committee of unsecured creditors of Schletter Inc. received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire BDO USA, LLP as its financial advisor. The firm will assist the committee in its analysis of the financial operations of the Debtor; evaluate financing proposals from the Debtor; monitor the Debtor's sale process; assist the committee in reviewing the financial aspects of a plan of reorganization or liquidation proposed by the Debtor; and provide other services related to its Chapter 11 case. The firm will charge these hourly rates: Partners/Managing Directors $475 - $795 Directors/Sr. Managers $375 - $550 Managers/Vice-Presidents $325 - $460 Seniors/Analysts $200 - $350 Staff $150 - $225 David Berliner, a partner at BDO USA, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David E. Berliner BDO USA, LLP 100 Park Avenue New York, NY 10017 Phone: 212-885-8000 / 212-885-8347 Fax: 212-697-1299 Email: dberliner@bdo.com About Schletter Inc. Schletter Inc. -- https://www.schletter.us -- is a manufacturer of photovoltaic mounting systems made of aluminum and steel for utility-scale, commercial, and residential PV applications. The Company is part of the Schletter Group that manufactures mounting systems for roofs, facades and open areas (solar farms) as well as solar carports. With production facilities in Germany, the USA and China as well as an international network of distribution and service companies, the Schletter Group is active in all important international markets. Schletter Inc., based in Shelby, NC, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-40169) on April 24, 2018. In the petition signed by Russell Schmit, president and CEO, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Craig J. Whitley presides over the case. The Debtor hired Hillary B. Crabtree, Esq., of Moore & Van Allen PLLC, as counsel; and Prime Clerk LLC as claims and noticing agent. On May 10, 2018, the court appointed an official committee of unsecured creditors upon recommendation by the Bankruptcy Administrator for the Western District of North Carolina. The committee retained Lowenstein Sandler LLP as its legal counsel; and JD Thompson Law as local counsel. SCHLETTER INC: Committee Taps JD Thompson as Local Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Schletter, Inc., received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire JD Thompson Law as its local counsel. The firm will advise the committee and its lead counsel, Lowenstein Sandler LLP, on local rules and practice of the bankruptcy court and the U.S. District Court for the Western District of North Carolina; and will provide other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly rates: Discounted Rates ---------------- Judy Thompson Attorney $585 Linda Simpson Attorney $450 Susan Black Paralegal $180 Linda Simpson, Esq., at JD Thompson, disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. JD Thompson can be reached through: Linda W. Simpson, Esq. JD Thompson Law 935 Whites Lake Blvd. Saluda, NC 28773 Phone: (828) 489-6578 About Schletter Inc. Schletter Inc. -- https://www.schletter.us -- is a manufacturer of photovoltaic mounting systems made of aluminum and steel for utility-scale, commercial, and residential PV applications. The Company is part of the Schletter Group that manufactures mounting systems for roofs, facades and open areas (solar farms) as well as solar carports. With production facilities in Germany, the USA and China as well as an international network of distribution and service companies, the Schletter Group is active in all important international markets. Schletter Inc., based in Shelby, NC, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-40169) on April 24, 2018. In the petition signed by Russell Schmit, president and CEO, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Craig J. Whitley presides over the case. The Debtor hired Hillary B. Crabtree, Esq., of Moore & Van Allen PLLC, as counsel; and Prime Clerk LLC as claims and noticing agent. On May 10, 2018, the court appointed an official committee of unsecured creditors upon recommendation by the Bankruptcy Administrator for the Western District of North Carolina. The committee tapped Lowenstein Sandler LLP as its legal counsel; and JD Thompson Law as local counsel. SCHLETTER INC: Committee Taps Lowenstein Sandler as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Schletter Inc. received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Lowenstein Sandler LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; assist in its investigation of the Debtor's financial condition; negotiate with creditors; assist the committee in its analysis of, and negotiations with, the Debtor concerning matters related to asset disposition, financing and plan of reorganization; and provide other legal services related to its Chapter 11 case. Lowenstein Sandler's current hourly rates are: Partners $600 - $1,285 Senior Counsel/Counsel $450 – $760 Associates $350 - $580 Paralegals/Assistants $135 - $340 The firm has agreed to discount the rates for attorneys by approximately 13% to 27%. The discounted rates for the primary attorneys who will be representing the committee are: Bruce Nathan $970 - $710 26.8% discount Jeffrey Prol $860 - $710 17.4% discount Michael Papandrea $435 - $375 13.8% discount Jeffrey Prol, Esq., a partner at Lowenstein, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Lowenstein can be reached through: Jeffrey D. Prol, Esq. Lowenstein Sandler LLP One Lowenstein Drive Roseland, New Jersey 07068 Tel: +1 973.597.2490 / 973.597.2500 Fax: +1 973.597.2491 / 973.597.2400 Email: jprol@lowenstein.com About Schletter Inc. Schletter Inc. -- https://www.schletter.us/ -- is a manufacturer of photovoltaic mounting systems made of aluminum and steel for utility-scale, commercial, and residential PV applications. The Company is part of the Schletter Group that manufactures mounting systems for roofs, facades and open areas (solar farms) as well as solar carports. With production facilities in Germany, the USA and China as well as an international network of distribution and service companies, the Schletter Group is active in all important international markets. Schletter Inc., based in Shelby, NC, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-40169) on April 24, 2018. In the petition signed by Russell Schmit, president and CEO, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Craig J. Whitley presides over the case. The Debtor hired Hillary B. Crabtree, Esq., of Moore & Van Allen PLLC, as counsel; and Prime Clerk LLC as claims and noticing agent. On May 10, 2018, the court appointed an official committee of unsecured creditors upon recommendation by the Bankruptcy Administrator for the Western District of North Carolina. The committee tapped Lowenstein Sandler LLP as its legal counsel; and JD Thompson Law as local counsel. SCOTTISH HOLDINGS: U.S. Bank Replaces Hildene as Committee Member ----------------------------------------------------------------- Andrew R. Vara, Acting United States Trustee, Region 3, filed an amended notice of appointment of members to the official committee of unsecured creditors for Scottish Holdings, Inc., et al., on June 13. Hildene Opportunities Master Fund, Ltd., is replaced by U.S. Bank National Association. The Committee is now composed of: (1) Wilmington Trust Corporation as Indenture Trustee Attn: Rita Marie Ritrovato Steven Cimalore 1100 N Market St. Wilmington, DE 19890 Phone: (302) 636 5137 Fax: (302) 636-4140 (2) U.S. Bank National Association as Trustee Attn: Benjamin Krueger 60 Livingston Ave., EP-MN-WS1D St. Paul, MN 55107 Phone: (651) 466-5860 Fax: (651) 466-7401 (3) Security Life of Denver Insurance Co. Attn: John Longwell, Esq. 901 K St., Ste. 220 Washington, D.C. 20001 Phone: (202) 383-1772 About Scottish Holdings and Scottish Annuity & Life Insurance Company (Cayman) Scottish Holdings, Inc., and Scottish Annuity & Life Insurance Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd. Scottish Re Group Limited -- http://www.scottishre.com/-- is a holding company organized under the laws of the Cayman Islands with its principal executive office in Bermuda. Through its operating subsidiaries, the company is engaged in the reinsurance of life insurance, annuities and annuity-type products. These products are written by life insurance companies and other financial institutions primarily located in the United States. Scottish Re Group has operating companies in Bermuda, Ireland, and the United States. Scottish Holdings and Scottish Annuity sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg Klinenberg, the Debtor estimated assets and liabilities of $1 billion to $10 billion. The Debtors hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP as special counsel; and Keefe, Bruyette & Woods, Inc. as investment banker. Prime Clerk LLC as administrative advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 20, 2018. The Committee tapped Mayer Brown LLP as special counsel and Appleby (Cayman) Ltd. as special counsel. SENIOR CARE: July 25 Plan Confirmation Hearing ---------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved Senior Care Group, Inc.'s disclosure statement in support of its proposed chapter 11 plan. Any written objections to the Disclosure Statement must be filed and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on July 25, 2018 at 9:30 am in Tampa, FL - Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed with the Court and served no later than seven days before the date of the Confirmation Hearing. About Senior Care Group Senior Care Group, Inc., is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. In the petition signed by David R. Vaughan, chairman of the Board, Senior Care Group estimated assets and liabilities of $1 million to $10 million. Judge Catherine Peek Mcewen presides over the cases. Stichter Riedel Blain & Postler, P.A., is the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP as their special healthcare counsel. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On Aug. 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. The committee hired Stevens & Lee, P.C., as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as co-counsel. On Aug. 17, 2017, the Debtors retained Holliday Fenoglio Fowler, LP, as Broker. SERTA SIMMONS: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded Serta Simmons Bedding, LLC's Corporate Family Rating (CFR) to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. This action was prompted by the company's weak operating performance and high financial leverage. The rating outlook is stable. Leverage has increased to over 7 times debt to EBITDA due to weak operating performance and high raw material costs. "We had expected leverage to approach 6.0 times in 2018 from a combination of earnings growth and debt repayments with internally generated cash," said Kevin Cassidy, Senior Credit Officer at Moody's. "But we now expect leverage to remain above 7.0 times for the next year or so and not approach 6.5 times until 2020," he stated. Ratings downgraded: Corporate Family Rating to B3 from B2; Probability of Default Rating to B3-PD from B2-PD; $1.95 billion 1st lien secured term loan due 2023 to B3 (LGD 3) from B2 (LGD 3); $450 million 2nd lien secured term loan due 2024 to Caa2 (LGD 6) from Caa1 (LGD 6) RATINGS RATIONALE Serta Simmons' B3 Corporate Family Rating reflects its high leverage at over 7.0 times debt to EBITDA, and aggressive financial policies. The ratings are constrained by the volatility in profitability and cash flows experienced during economic downturns. Moody's expects leverage to drop below 7.0 times in 2019 and approach 6.5 times in 2020 owing to a combination of higher earnings and debt repayments with internally generated cash. The rating benefits from the company's good cash flow, its solid scale with revenue over $2.8 billion, and leading market share. Serta Simmons' well-known brand names, competitive strength, and the mattress industry's historically strong fundamentals are a benefit. The stable outlook reflects Moody's view that Serta will maintain high leverage, but also a strong market position and strong liquidity. Ratings could be downgraded if operating performance weakens, liquidity deteriorates, or if leverage does not decline as Moody's expects. A significant drop in consumer confidence or any material disruption in the housing market could also lead to a downgrade. Key credit metrics which could prompt a downgrade include debt to EBITDA sustained above 7.0 times. Ratings could be upgraded if Serta Simmons' operating performance improves and leverage materially decreases for a sustained period. Key credit metrics which could lead to an upgrade would be debt to EBITDA sustained below 6.0 times The principal methodology used in this rating was "Consumer Durables Industry" published in April 2017. Serta Simmons Bedding LLC ("Serta Simmons") is the parent company of Serta International Holdco. LLC ("Serta") and Simmons Bedding Company, LLC ("Simmons"). Both Serta and Simmons manufacture, distribute and sell mattresses, foundations, and other related bedding products. The company's brand names include, Serta, iSeries, Beautyrest, and Beautyrest Black. Revenues are approximately $2.8 billion. Advent International is the majority owner of Serta Simmons. SIVYER STEEL: Taps Vrakas S.C. as Special Tax Accountant -------------------------------------------------------- Sivyer Steel Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Vrakas S.C. as its special tax accountant and auditor. The firm will provide these services to the Debtor: Services Flat Fee -------- -------- Preparation of Income Tax Returns (a) Federal, Iowa, Illinois, Michigan, $7,900 Texas (including extension, franchise tax return, annual report, nexus questionnaire and account termination) Wisconsin (b) Annual Fixed Asset Maintenance (to $1,000 track and record information necessary to complete tax preparation services) Preparation of Form 5500 (a) Health, dental and vision insurance plan $800 (b) Disability, AD&D and life insurance plan $800 Audit of the Hourly Employees 401(k) Plan $7,700 Audit of the Sivyer Steel Corporation $7,300 Retirement Income Plan Vrakas does not have any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Bradley K. Weckwerth Vrakas S.C. 445 South Moorland Road, Suite 400 Brookfield, WI 53005-4254 Phone: 262.797.0400 Fax: 262.797.7895 Email: firm@vrakascpas.com About Sivyer Steel Corporation Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a supplier of steel castings based in Bettendorf, Iowa. Founded by Frederick Lincoln in 1909, the company is an ISO 9001:2008 recertified steel foundry, which means that it meets the International Organization for Standardization's quality management system. The Company develops custom steel castings and components for clients in industries that include government, private, and public sectors. Sivyer Steel specializes in military castings, energy applications, railroad castings, wear parts, pump & valves, oil & gas, mining, construction castings, perimeter security, and agriculture. An involuntary Chapter 11 case was filed against the Company on March 8, 2018, by alleged creditors Sadler Machine Co., Speyside Machining Holdings, LLC, and ARCO Manufacturing Corporation. Sivyer Steel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In the petition signed by Keith Kramer, president, the Debtor disclosed $16.43 million in assets and $18.35 million in liabilities. Judge Anita L. Shodeen presides over the case. The Debtor hired Bradshaw, Fowler, Proctor & Fairgrave as its legal counsel; Spencer Fane LLP as special counsel; and Concord Financial Advisors, LLC, as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 19, 2018. The committee retained Michael Best & Friedrich LLP as its legal counsel; Whitfield & Eddy, PLC, as Iowa counsel; and National CRS, LLC as financial advisor. SLANE MARINE: Bankr. Administrator Unable to Form Creditors' Panel ------------------------------------------------------------------ The U.S. Bankruptcy Administrator was unable to form an official committee of unsecured creditors in the Chapter 11 case of Slane Marine, Inc., according to a memo filed in court. As previously reported by The Troubled Company Reporter, the bankruptcy administrator, on May 30 filed a notice of opportunity to serve on the official committee of unsecured creditors in the Debtor's bankruptcy case. Unsecured creditors willing to serve on the committee are required to file a response within 10 days from May 30. An organizational meeting will be scheduled after the committee is appointed, according to the filing. Mr. Miller can be reached through: Susan O. Gattis Bankruptcy Analyst 101 S. Edgeworth Street Greensboro, NC 27401 Fax: 336-291-9913 Email: susan_gattis@ncmba.uscourts.gov About Slane Marine Inc. Slane Marine, Inc. sought protection under Chapter 7 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 17-10124) on February 1, 2017. Judge Benjamin A. Kahn presides over the case. SPRING TREE: M. Smith Appointed as Chapter 11 Trustee ----------------------------------------------------- Pursuant to an order by Judge Sage M. Sigler of the U.S. Bankruptcy Court for the Northern District of Georgia entered on June 5, 2018, directing the U.S. Trustee to appoint a chapter 11 trustee in the Chapter 11 case of Spring Tree Lending, LLC, the U.S. Trustee for Region 21 appoints the following person as Chapter 11 Trustee: Mark A. Smith Vantage Point Advisory, Inc. 5565 Glenridge Connector, Suite 200 Atlanta, GA 30342 Tel: (404) 643-8410 Email: mark.smith@vantagepointadvisory.com The bond of the Chapter 11 Trustee will initially be set at $50,000.00. The bond may require adjustment as the trustee collects and liquidates assets of the estate, and the trustee is directed to inform the Office of the United States Trustee when changes to the bond amount are required or made. The motion to appoint a Chapter 11 trustee or examiner was made by creditor Pacific Island Equity Corporation, which holds an unsecured claim in the principal amount of $325,000. An objection was filed by American Credit Acceptance, LLC, which asserts a first priority lien in the Debtor's assets including the Retail Installment Contracts (RISCs) securing debt in the asserted amount of $668,477. Pacific Island moved for the appointment of either a Chapter 11 trustee or examiner with expanded powers to service the RISCs. According to Pacific Island, appointment of a Chapter 11 trustee or examiner is in the best interest of the estate, as the Debtor's material asset, the RISCs, have a face value of approximately $1,000,000 against secured debt in the asserted amount of $668,477.02. The face value is simply the remaining principal balance of the RISCs, on which interest continues to accrue. Accordingly, the value of the RISCs is substantially higher than $1,000,000.00 if they are collected rather than sold in a lot or lots at a liquidation sale by either Debtor or ACA. Moreover, the collection of the RISCs is not difficult from an intellectual, economic or labor standpoint, Pacific Island told the Court. If Debtor cannot or will not manage the estate and maximize the value of the RISCs, "cause" exists for the appointment of a trustee or examiner to do so, which will be in the best interest of the creditors of the estate, Pacific Island said. Pacific Island is represented by: Leslie M. Pineyro, Esq. JONES & WALDEN, LLC 21 Eighth Street, N.E. Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Email: lpineyro@joneswalden.com About Spring Tree Lending Spring Tree Lending, LLC, engages in buying and servicing non-prime auto loans from auto dealers and lenders. The company was founded in 2015 and is based in Atlanta, Georgia. On March 28, 2018, creditor Pacific Island Equity Corporation filed an involuntary proceedings against Spring Tree Lending (Bank. N.D. Ga. Case No. 18-55171). The case is assigned to Hon. Barbara Ellis-Monro. The Debtor hired George M. Geeslin, Esq., as counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. STEAK N SHAKE: S&P Lowers CCR to 'CCC', Outlook Negative -------------------------------------------------------- S&P Global Ratings its corporate credit rating on the Indianapolis-based quick-service restaurant operator and franchisor Steak n Shake Inc. to 'CCC' from 'CCC+'. The outlook is negative. S&P said, "At the same time, we lowered the issue-level rating on the company's secured credit facility to 'CCC' from 'CCC+'. The recovery rating on the facility is '3', indicating our expectation for meaningful (50% to 70%; rounded estimate: 60%) recovery for lenders in the event of payment default or bankruptcy. "The downgrade reflects our expectation for negative free operating cash flow (FOCF) generation and the company's cancellation of its revolving credit facility increase the risks of Steak n Shake pursuing a proactive restructuring of its capital structure over the next 12 months. Although the company's term loan facility matures March 2021 and the company has a moderate amount of cash on its balance sheet, we think Steak n Shake's existing capital structure is unsustainable given recent significant deterioration in profitability. We believe there are significant risks to the company's strategy to turn around performance given increased competition from large quick-service restaurants and ongoing cost pressures. "The negative outlook reflects our view that the company could pursue a distressed exchange or debt restructuring in the next 12 months, as sustained weak operating performance resulting in meaningfully negative FOCF and an unsustainable capital structure. "We could lower the ratings if the company announces a debt exchange or conditions worsen, such that we envision a restructuring as increasingly likely in the next six months. This could arise if the company takes steps to publically announce its intention to execute a debt exchange that we view as distressed." Although unlikely over the next several quarters, a higher rating would be contingent on material improvement in operating prospects that we believe are sustainable, enabling the company to maintain adequate liquidity and refinance its debt maturities at par. STI INFRASTRUCTURE: S&P Lowers CCR to 'CCC', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Baltimore, Maryland-based environmental services firm STI Infrastructure Sarl (STI) to 'CCC' from 'CCC+'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's term loan to 'CCC' from 'CCC+' in line with the downgrade. The '3' recovery rating remains unchanged, indicating our expectation for meaningful recovery (50-70%; rounded estimate: 60%) in the event of a payment default. "The downgrade reflects our belief that the company is likely to face a near-term liquidity crisis over the next 12 months given limited sources of liquidity at March 31, 2018, including its limited cash balance of under $10 million, extremely limited revolver availability of less than $1 million, and negative free operating cash flow (FOCF) generation. We expect the company will remain reliant on cash dividends from nonobligor special purpose entities to meet working capital, capital expenditure, and debt service needs over the next 12 months. These dividends increase covenant EBITDA and reduce the company's need to draw liquidity from other sources, such as the revolver or external funding from financial sponsor EQT. "The negative outlook on STI reflects the company's weak liquidity position, our expectation for limited headroom under its financial covenants over the next 12 months, and its unsustainably high leverage. "We could lower our ratings on STI over the next six to 12 months if we expect that the company will struggle to meet its debt service requirements or to comply with its financial covenants. Either of these events could lead us to conclude that a default, distressed exchange, or redemption is inevitable. "We could consider raising our ratings on STI if it generates positive cash flow, or the company receives sufficient external support, such that we come to view its liquidity as sufficient for 2019 and beyond and we expect the company to maintain compliance with its financial covenants with over 10% headroom." TOYS R US: Propco II Debtors File Chapter 11 Liquidation Plan ------------------------------------------------------------- Toys "R" Us Property Company II, LLC ("Propco II" or the "Propco II Debtor") and Giraffe Junior Holdings, LLC, filed a Chapter 11 Plan that, if consummated, will facilitate a wind-down and liquidation of the Propco II Plan Debtors' remaining operations and assets. Giraffe Junior, an indirect wholly-owned subsidiary of Toys "R" Us, Inc., is the direct owner of all of Propco II's limited liability company interests. Propco II is a single purpose entity and is a separate entity from the rest of the Company. The assets and credit of Propco II and Giraffe Junior are not available to satisfy the debts or other obligations of Toys "R" Us, Inc. or any of its other affiliates. Propco II owns fee and ground leasehold interests in properties in various retail markets throughout the United States. The Properties are leased on a triple-net basis pursuant to a Second Amended and Restated Master Lease Agreement, dated as of November 3, 2016, by and between Propco II, as landlord, and Toys "R" Us - Delaware, Inc., as tenant. As the operating entity for all of Toys "R" Us, Inc.'s North American businesses, Toys Delaware operates the Properties as Toys "R" Us stores, Babies "R" Us stores, or side-by-side stores, or subleases them to alternative retailers. Substantially all of Propco II's revenues and cash flows are derived from the master rent payments from Toys Delaware paid in accordance with the Master Lease. Following worse than expected 2017 fiscal year earnings, a series of reactions and covenant defaults frustrated prospects for reorganizing the domestic enterprise as a going-concern. In March 2018, the Debtors filed a motion seeking authority to begin an orderly liquidation of their U.S. business and to commence store closing sales across the country. On March 22, 2018, the Court entered an order authorizing the wind down and the store closings, which are expected to conclude no later than June 30, 2018. Once the U.S. wind down and store closing process is complete, the Properties will effectively "go dark." Toys Delaware will reject the Master Lease as of June 30, 2018, and thus the Propco II Debtor's liquidity will be severely constrained. As a result, the Propco II Plan Debtors have filed a motion seeking the approval of bid procedures to commence an expeditious sale and marketing process for all or substantially all of the Propco II Debtor's assets. The Propco II Debtor intends to complete a sale of its assets pursuant to the Plan, but may also complete the sale pursuant to section 363 and 365 of the Bankruptcy Code, if necessary. Estimated of general unsecured creditors under the Plan remains unknown. Each Allowed General Unsecured Claim against the Propco II Debtor and Giraffe will receive its Pro Rata share of the Sale Proceeds, if any, after payment of all senior Claims against the Propco II Debtor and Giraffe. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/vaeb17-34665-3383.pdf About Toys R Us, Inc. Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis as their legal counsel; Kutak Rock LLP as co-counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Prime Clerk LLC as claims and noticing agent; Consensus Advisory Services LLC and Consensus Securities LLC as sale process investment banker; and A&G Realty Partners, LLC as real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. On May 29, 2018, the Office of the U.S. Trustee appointed Elise S. Frejka, Esq., as the consumer privacy ombudsman. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. Propco I Debtors Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of Toys "R" Us Inc. Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company LLC (collectively, "Propco I Debtors") sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I Debtors sought and obtained procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. The Propco I Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Keith L. Phillips presides over the Propco I Debtors' cases. The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP; and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The Debtors also tapped Kutak Rock LLP. They hired Goldin Associates, LLC, as financial advisors. The U.S. Trustee for Region 1 on May 23 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Toys "R" Us Property Company I, LLC and its affiliates ("Propco I Debtors"). TOYS R US: Taps Cushman & Wakefield as Real Estate Advisor ---------------------------------------------------------- Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Cushman & Wakefield U.S., Inc. Cushman will serve as co-real estate advisor with A&G Realty Partners, LLC, the firm tapped by Toys "R" Us and its affiliates to provide real estate consultancy and advisory services during their Chapter 11 cases. For the sale of assets owned by the Debtors, the Debtors will pay C&W 2% of the total sales price for each transaction of retail owned property, and 1.25% for each sale of a distribution center or industrial owned property, to be increased to 1.5% if the transaction rate is equal or higher than the appraised value of a property. For each lease sale, modification or termination between a landlord or third party investor and the Debtors obtained by C&W, the firm will be paid 3%) of the (i) occupancy cost savings for each lease modification or early termination, or (ii) gross proceeds for each lease sale. In connection with their employment as co-real estate advisors, C&W and A&G have agreed to share the sale commission for owned assets: Retail Assets DC/ Industrial Owned ------------- -------------------- C&W 50% 90% A&G 50% 10% C&W and A&G have also agreed to share the commission for leased and ground leased assets: Disposition of Disposition of retail lease ground lease -------------- -------------- C&W 10% 50% A&G 90% 50% Adam Spies, Chairman-Capital Markets of C&W, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. C&W can be reached through: Adam Spies Cushman & Wakefield U.S., Inc. 1290 Avenue of the Americas New York, NY 10104-6178 Phone: 1-212-841-7500 About Toys R Us, Inc. Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis as their legal counsel; Kutak Rock LLP as co-counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Prime Clerk LLC as claims and noticing agent; Consensus Advisory Services LLC and Consensus Securities LLC as sale process investment banker; and A&G Realty Partners, LLC as real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. On May 29, 2018, the Office of the U.S. Trustee appointed Elise S. Frejka, Esq., as the consumer privacy ombudsman. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. Propco I Debtors Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of Toys "R" Us Inc. Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company LLC (collectively, "Propco I Debtors") sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I Debtors sought and obtained procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. The Propco I Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Keith L. Phillips presides over the Propco I Debtors' cases. The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP; and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The Debtors also tapped Kutak Rock LLP. They hired Goldin Associates, LLC, as financial advisors. An official committee of unsecured creditors has been appointed in the Propco I Debtors' cases. TPC GROUP: Moody's Alters Outlook to Stable & Affirms B3 CFR ------------------------------------------------------------ Moody's Investors Service affirmed TPC Group Inc.'s B3 Corporate Family Rating (CFR) and revised the rating outlook to stable from negative. Moody's also affirmed the B3 rating on TPC's $805 million senior secured notes due 2020. The stable outlook reflects the completion of the isobutylene turnaround, the expected increase in C4 processing volumes and isobutylene production over the next year and the company's significant liquidity cushion even with the expected large cash outflow in the second quarter. "With two turnarounds and a number of issues hurting profitability in the first half, TPC's production volumes and profitability will be substantially better in the second half of the year," stated John Rogers, Senior Vice President at Moody's and lead analyst for TPC. "Also, despite the expectation for a large drawdown on the revolver in the second quarter, the company should have access to at least $80 million of liquidity at the end of the second quarter." Outlook actions: Issuer: TPC Group Inc. Rating outlook, Changed To Stable From Negative Ratings affirmed: Issuer: TPC Group Inc. Corporate Family Rating - affirmed B3 Probability of Default Rating - affirmed B3-PD 8.75% Gtd. senior secured notes due 2020 affirmed at B3 (LGD4) RATINGS RATIONALE TPC's B3 CFR reflects the significant volatility in the company's financial performance since the decline in oil prices at the end of 2014, as well as challenges in the construction and commercialization of its new isobutylene unit. The B3 also reflects the company's limited feedstock and product diversity and the inherent risk of having two facilities in relatively close proximity on the US Gulf Coast. Over the past year, the company's operations has been adversely affected by Hurricane Harvey, unusually cold weather in January, other weather events and downtime at suppliers and customers. TPC completed its isobutylene turnaround on March 30, 2018, restarted the unit the following day and has been running near nameplate capacity since the beginning of April. The butadiene turnaround was started in May to change out the catalyst that was affected by the unusually cold weather in January. The company should benefit from rising butadiene prices, but it will not be visible in the second quarter due to the downtime at the unit, as well as the run up in isobutane prices. Despite some short term headwinds, TPC should benefit from three developments which will increase profitability in the second half of 2018 and beyond. First is new ethylene capacity coming on-stream on the Gulf Coast which will significantly increase its C4 processing volumes. Second, the revised C4 contract structure that has been fully implemented provides TPC with a fixed processing fee plus a margin share component. Finally, higher production volumes at the isobutylene unit following the turnaround that was completed on March 30th. TPC benefits from its position as the largest independent processor of crude C4s (a by-product of the ethylene cracking process) on the Gulf Coast. The stable outlook assumes that revolver borrowings will be closely managed with an increase of roughly $45 million at the end of the second quarter given the relatively weak profitability, the June interest payment on the notes and elevated spending on turnarounds. Moody's also expects TPC to be free cash flow positive in the second half of the year and be able to repay the majority of the borrowings under its credit facility by the end of 2019. TPC's adequate liquidity is supported by the substantial amount of liquidity available under the ABL facility, $76 million as of March 31, 2018, as well as an incremental $25 million available under its term loan facility and $35 million from an equity line provided by its private equity sponsors (total $136 million). Availability under these facilities at the end of the second quarter is expected to be in excess of $85 million. While this might be considered good liquidity, Moody's views this as only adequate given the company's exposure to volatile raw materials and finished product pricing, and potential unplanned downtime related to its limited production and operational diversity. There is limited upside to the rating until TPC is able to demonstrate a full year of operating near nameplate capacity at its isobutylene unit, demonstrate a significant increase in the C4 processing volumes, generate positive free cash, reduce leverage sustainably below 5.5x, increase Retained Cash Flow/Debt sustainably above 8%, and maintain liquidity at over $150 million. Conversely, the ratings could be downgraded if TPC's available liquidity falls below $50 million, or fails to demonstrate a favorable deleveraging trend in 2019. The principal methodology used in these ratings was Chemical Industry published in January 2018. TPC Group Inc. is a processor of crude C4 hydrocarbons (primarily butadiene, butene-1, isobutylene) and differentiated isobutylene derivatives. The company operates two Texas-based manufacturing facilities in Houston and Port Neches. Revenue was approximately $1.3 billion for the twelve months ended March 31, 2018. TPC is owned by private equity funds managed by First Reserve Management, L.P. and SK Capital Partners. TRIMAS CORP: Moody's Hikes CFR to Ba2, Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating ("CFR") and Probability of Default Ratings of TriMas Corporation ("TriMas") to Ba2 and Ba2-PD from Ba3 and Ba3-PD, respectively. Concurrently, Moody's upgraded the company's senior unsecured notes rating to Ba3 from B1 and the speculative grade liquidity ("SGL") rating to SGL-1 from SGL-2. The ratings outlook is stable. Moody's took the following rating actions on TriMas Corporation: Ratings Upgraded: Corporate Family Rating, to Ba2 from Ba3 Probability of Default Rating, to Ba2-PD from Ba3-PD $300 million senior unsecured notes, to Ba3 (LGD4) from B1 (LGD5) Speculative Grade Liquidity rating, to SGL-1 from SGL-2 Outlook, remains Stable RATINGS RATIONALE The ratings upgrade is based on the company's meaningful debt repayment, positive operating performance, and commitment to maintain low leverage, as well as Moody's expectation that debt/EBITDA will remain below 3.0x (including Moody's standard adjustments). The decrease in funded debt by over $100 million over the last three years to $302 million at March 31, 2018 versus $420 million at the end of 2015, and earnings growth has reduced debt-to-EBITDA leverage to 2.3x (including Moody's standard adjustments). The company has raised margins by proactively streamlining costs and improving manufacturing operations through restructuring actions while benefitting from top line revenue growth given positive end market fundamentals. Free cash flow is also improving because restructuring costs are declining with the bulk of restructuring actions across the company's segments completed. The majority of the recent restructuring costs occurred in an energy-related business in the specialty products segment. In addition, TriMas' focus on cash conversion and high margins in its packaging business in particular are reflected in its strong free cash flow generation. TriMas' Ba2 CFR reflects its record of good free cash flow generation as well as diversity by end-market, product and geography. The ratings also consider the company's well-established brands and good market position counterbalanced by modest but growing revenue size and exposure to cyclical industries such as the energy and industrial businesses. Positive trends in the company's packaging business and growth prospects in its aerospace and industrial businesses underlie expectations for further moderate EBITDA growth. Moody's also anticipates in the ratings further operating margin improvement from the weaker levels that were evidenced during the last two years in the energy-related businesses within the specialty products segment and from the production challenges in the aerospace segment that temporarily affected profitability. Its business realignment and manufacturing rationalization efforts support the expectation of further moderate margin improvement. Because the company's refinancing last year resulted in a debt structure consisting of a bond maturing in 2025 and a largely undrawn revolver, Moody's anticipates that use of free cash flow will shift more toward additional investments to augment organic growth, acquisitions, and shareholder distributions rather than additional debt reduction. However, Moody's expects TriMas' conservative target net debt-to-EBITDA leverage ratio of below 2.0x (based on the company's calculation; 1.8x as of March 31, 2018) will guide acquisition funding and allow the company to maintain debt/EBITDA (including Moody's adjustments) below 3.0x on a longer-term basis. Factors that constrain the ratings are the company's small revenue scale in comparison to certain competitors in each of its business segments, highly competitive nature of its end-markets as well as a high degree of cyclicality in its industrial and energy businesses combined with the short-cycle nature and lack of long-term visibility in the energy business in particular. The upgrade to SGL-1 from SGL-2 reflects the strong and growing free cash flow and lack of debt maturities over the next few years. TriMas' SGL-1 reflects Moody's expectation that the company will maintain very good liquidity over the next 12-to-18 months characterized by at least $70 million of free cash flow generation annually, a largely undrawn $300 million revolving credit facility, and no maturities until the revolver expires in 2022. The company is expected to maintain ample headroom under its financial maintenance covenants. The stable ratings outlook is based on Moody's expectation that the company will maintain debt/EBITDA well below 3.0x and continue to generate strong free cash flow underscored by very good liquidity. Moody's assumes TriMas will fund shareholder distributions with excess cash rather than debt, but that the pace of acquisitions will increase and be funded with a combination of cash flow and debt. The ratings would be considered for an upgrade if the company were to profitably and meaningfully increase its revenue scale while maintaining current strong credit metrics and free cash flow generation. The ratings could be pressured downward if debt-to-EBITDA were to weaken to above 3.0x and remain at that level or if free cash flow generation were to weaken such that free cash flow as a percentage of debt was anticipated to decline below 15%. A deterioration in liquidity or more aggressive financial policy including debt-financed acquisitions or shareholder remuneration actions that result in materially weaker credit metrics could also pressure the rating downward. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. TriMas Corporation ("TriMas") is a publicly-traded diversified industrial manufacturer with operations in three segments: packaging, aerospace and specialty products. Last 12 month revenues for the period ending March 31, 2018 totaled $835 million. U.S.A. DAWGS: Litigation Claims, Sale of Assets to Fund Plan ------------------------------------------------------------ U.S.A. Dawgs, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement to accompany its plan of reorganization dated June 5, 2018. The primary objective of the Plan is to maximize returns to those Creditors entitled to recoveries from the Estate. Debtor desires to achieve this objective through its reorganization, as well as the sale of Debtor's Assets and Litigation Claims to newly formed entities, NewOpCo and NewLitCo respectively, that will be jointly owned in various percentages by Reorganized Debtor and Optimal Investment Group or its designee. NewOpCo, which will own Debtor's operating Assets, will be owned 90% by OIG and 10% by Reorganized Debtor. NewLitCo, which will own Debtor's Litigation Claims, including the Crocs Litigation Claims, will be owned 70% by OIG and 30% by Reorganized Debtor. For its majority share of the ownership interest in these entities, OIG will contribute $4,950,000, which will be used to fund Distributions to the Holders of Allowed Secured Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Priority Unsecured Claims. On the Effective Date, Debtor will use the $4,950,000 Payment contributed by OIG, as well as Debtor's operating cash on hand immediately prior to the Effective Date to pay these Allowed Claims. Additional Distributions may be made to Holders of Allowed Claims not otherwise paid in full on the Effective Date from Reorganized Debtor's equity interests in NewOpCo (i.e., operating distributions) and NewLitCo (i.e., Crocs Litigation Proceeds). The $4,950,000 Payment will allow Reorganized Debtor to satisfy its Allowed Class 1, Class 2, and Class 3 Claims, as well as its Allowed Administrative Claims in accordance with the terms of the Plan. Additionally, to the extent that the Priority Tax Claims are allowed in all or part, approximately $100,000 or less of the Payment will be used to make the initial Effective Date Distribution to the Holders of the Allowed Priority Tax Claims. The next four annual Distributions to the Holders of the Allowed Priority Tax Claims will be made from the Reorganized Debtor based on anticipated distributions from NewOpCo and NewLitCo. Additionally, nothing in the Plan alters the ability of any Holder of an Allowed Priority Tax Claim from seeking payment from any other co-obligors. Distributions to Holders of Allowed Class 4 (Crocs Claims), Class 5 (General Unsecured Claims), and Class 6 Claims (Mann/DD Claims) under the Plan will be funded from equity distributions made by NewOpCo and NewLitCo to Reorganized Debtor, which equity distributions are contingent upon future performance and receipt of Crocs Litigation Proceeds, neither of which are certain. Holders of Equity Securities shall not receive any Distributions until all Allowed Claims have been paid in full with interest in accordance with the terms of the Plan. Debtor anticipates that Reorganized Debtor will continue to receive income through (1) distributions made on account of its 10% interest in NewOpCo, which will operate Debtor's business after the Effective Date, and (2) distributions made on account of its 30% interest in NewLitCo, which will be funded from the resolution, whether by settlement or judgment, of the Crocs Litigation. Through Reorganized Debtor's continued ownership interests in NewOpCo and NewLitCo, Debtor anticipates making distributions to its remaining creditors as follows: -- Distributions will be made to Allowed Claims in Class 5 (General Unsecured Claims) from both (1) a Pro Rata distribution of the Crocs Litigation Proceeds, and (2) an annual payment, starting with the first anniversary of the Effective Date, of 90% of Reorganized Debtor's net income for the preceding year after payments of Allowed Priority Tax Claims and Allowed Administrative Claims. -- If the Crocs Claim in Class 4 becomes an Allowed Claim (by entry of a Final Order in the Crocs Litigation awarding damages against Debtor and in favor of Crocs), Distributions will be made to Allowed Claims in Class 4 first from the Crocs Litigation Proceeds, and if such proceeds are insufficient, from a Pro Rata Distribution from the 90% Distribution. -- Only after Allowed Claims in Classes 1-5 are paid in full, Class 6 will be paid from the Crocs Litigation Proceeds or Reorganized Debtor's operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb18-10453-334.pdf About U.S.A. Dawgs U.S.A. Dawgs Inc. -- https://www.usadawgs.com/ -- designs, manufactures, and distributes footwear. The company offers slip resistant, casual working, safety, golf, spirit, and toning shoes; sandals, flip flops, bendables, clogs, and Aussie style and cow suede boots; and socks for men, women, boys, girls, and babies. The company was founded in 2006 and is based in Las Vegas, Nevada. U.S.A. Dawgs, Inc., filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-10453) on Jan. 31, 2018. In the petition signed by Steven Mann, president and CEO, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million liabilities. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Talitha B. Gray Kozlowski, Esq. and Teresa M. Pilatowicz, Esq. of Garman Turner Gordon, LLP. WILLIAMS SCOTSMAN: S&P Raises 2nd Lien Notes Rating to 'B+' ----------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Williams Scotsman International Inc.'s second-lien notes to 'B+' from 'B-' and revised the recovery rating to '4' from '6'. S&P said, "The upgrade reflects the company's recent acquisitions of Acton Mobile and Tyson Onsite, which have increased the size of its rental fleet, resulting in our higher expectation for the company's net enterprise value at default. The '4' recovery rating reflects our expectation for average recovery (30%-50%; 45% rounded estimate) in the event of a default." S&P's other ratings on Williams Scotsman, including its 'B+' corporate credit rating on parent WillScot Corp., are unaffected. RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario assumes a payment default in 2022 due to an economic recession that causes steep demand, rental rate, and utilization declines in key North American end markets, leading to lower earnings and hypothetical default. -- S&P values the company as a going concern and use a discrete asset value approach. S&P believes that the company would likely be reorganized rather than liquidated following a payment default, given its market position and customer relationships. Simulated default assumptions: -- Simulated year of default: 2022 Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $548 million -- Valuation split (obligors/nonobligors): 88%/12% -- Senior secured debt claims: $312 million -- Value available to senior secured creditors: $144 million --Recovery expectations: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST WillScot Corp. Corporate Credit Rating B+/Stable Issue Level Rating Raised; Recovery Rating Revised To From Williams Scotsman International Inc. Senior Secured B+ B- Recovery Rating 4(45%) 6(5%) WOODBRIDGE GROUP: $1.9M Sale of Carbondale Property Approved ------------------------------------------------------------ Judge KevinJ. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Gateshead Investments, LLC's two parcels of real property located at 995 Cowen Drive, Carbondale, Colorado and 981 Cowen Drive, Carbondale, Colorado, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Glenwood 22nd, LLC for $1,850,500. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 3% of the gross sale proceeds, and (ii) pay the Seller's Broker Fee to Amore in an amount up to 3% of the gross sale proceeds. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $340K Sale of Carbondale Properties Approved -------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Sachs Bridge Investments, LLC's two parcels of real property located at 403 Crystal Canyon Drive, Carbondale, Colorado and 417 Crystal Canyon Drive, Carbondale, Colorado, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Randall J. Spurrier and Juliet B. Spurrier for $340,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 2.5% of the gross sale proceeds, and (ii) pay the Seller's Broker Fee to Sotheby's in an amount up to 2.5% of the gross sale proceeds. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $575K Sale of Stockbridge Property Approved ------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Bellflower Funding, LLC's real property located at 747 Davis Road, Stockbridge, Georgia, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Raj Kasireddy for $575,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fee to Skyline in an amount up to 6% of the gross sale proceeds out of such proceeds. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $900K Sale of Glenwood Springs Property Approved ------------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Fieldpoint Investments, LLC's real property located at 809 Grand Avenue, Glenwood Springs, Colorado, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Glenwood 22nd, LLC for $900,111. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 3% of the gross sale proceeds, and (ii) pay the Seller's Broker Fee to Amore in an amount up to 3% of the gross sale proceeds. To the extent that the Mechanic's Lien has not previously been satisfied, the Debtors are authorized and empowered to pay, in their discretion, the Mechanic's Lien out of the sale proceeds. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $985K Sale of Carbondale Properties Approved -------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Woodbridge Group of Companies, LLC and its affiliated debtors to sell Carbondale Glen Sweetgrass Vista, LLC's two parcels of real property located at Lot C-1, Carbondale, Colorado 81623 and 446 Diamond A Ranch Road, Carbondale, Colorado, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Steven C. and Nancy L. Beckwith for $985,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 2.5% of the gross sale proceeds, and (ii) pay the Seller's Broker Fee to Amore in an amount up to 2.5% of the gross sale proceeds. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. YUMA ENERGY: All 4 Proposals Approved at Annual Meeting ------------------------------------------------------- The annual meeting of stockholders of Yuma Energy, Inc. was held on June 7, 2018, at which the stockholders: (1) elected Willem Mesdag and Neeraj Mital to serve as directors of the Company for one-year terms expiring in 2019; (2) approved on an advisory basis the compensation of the Company's named executive officers; (3) approved and adopted the Yuma Energy, Inc. 2018 Long-Term Incentive Plan; and (4) ratified the selection of Moss Adams LLP as the Company's independent registered public accounting firm for 2018. The Company's continuing directors after the Meeting include Sam L. Banks, James W. Christmas, Frank A. Lodzinski, and Richard K. Stoneburner. The Company entered into an indemnification agreement with Mr. Mesdag pursuant to which the Company agreed to indemnify Mr. Mesdag in connection with claims brought against him in his capacity as a director of the Company. The Indemnification Agreement also provides, among other things, certain expense advancement rights in legal proceedings so long as Mr. Mesdag undertakes to repay the advancement if it is later determined that he is not entitled to be indemnified. About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's operations have focused on onshore properties located in central and southern Louisiana and southeastern Texas where it has a long history of drilling, developing and producing both oil and natural gas assets. More recently, the Company has begun acquiring acreage in Yoakum County, Texas, with plans to explore and develop oil and natural gas assets in the Permian Basin. The Company has operated positions in Kern County, California, and non-operated positions in the East Texas Woodbine and the Bakken Shale in North Dakota. Its common stock is listed on the NYSE American under the trading symbol "YUMA." As of March 31, 2018, Yuma had $89.48 million in total assets, $55.89 million in total liabilities, and $33.58 million in total equity. Yuma incurred a net loss attributable to common stockholders of $6.80 million in 2017 following a net loss attributable to common stockholders of $42.65 million in 2016. Going Concern Doubt The Company stated in its Quarterly Report on Form 10-Q for the period ended March 31, 2018, that it has initiated several strategic alternatives to remedy its limited liquidity, its debt covenant compliance issues, and to provide it with additional working capital to develop its existing assets. These may include, but are not limited to, reducing or eliminating capital expenditures previously planned for 2018; entering into commodity derivatives for a significant portion of its anticipated production for 2018; reducing general and administrative expenses; selling non-core assets; seeking merger and acquisition related opportunities; and potentially raising proceeds from capital markets transactions, including the sale of debt or equity securities. There can be no assurance that the exploration of strategic alternatives will result in a transaction. Yuma said the significant risks and uncertainties described above raise substantial doubt about the Company's ability to continue as a going concern. [*] Beard Group 25th Annual Distressed Investing Conference Nov. 26 ------------------------------------------------------------------- Conway MacKenzie is the latest sponsor for Beard Group's 2018 Distressed Investing (DI) Conference on Nov. 26, 2018. Conway, a global management consulting and financial advisory firm, joins law firm Foley & Lardner, DSI (Development Specialist Inc.), provider of management consulting and financial advisory services, and Longford Capital, a private investment company, in partnering with the DI Conference, as it marks its Silver (25th) 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. All four firms have been supporting the DI Conference in past. 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 [^] BOOK REVIEW: Bankruptcy Crimes ---------------------------------- Author: Stephanie Wickouski Publisher: Beard Books Softcover: 395 Pages List Price: $124.95 Review by Gail Owens Hoelscher Order your personal copy today at http://www.beardbooks.com/beardbooks/bankruptcy_crimes_third_edition.html Did you know that you could be executed for non-payment of debt in England in the 1700s? Or that the nailing of an ear was the sentence for perjury in bankruptcy cases in 1604? While ruling out such archaic penalties, Stephanie Wickouski does believe "in the need for criminal sanctions against bankruptcy fraud and for consistent, effective enforcement of those sanctions." She decries the harm done to individuals through fraud schemes and laments the resulting erosion in public confidence in the judicial system. This leading authoritative treatise on the subject of bankruptcy fraud, first published in August 2000 and updated annually with new material, will prove invaluable for bankruptcy law practitioners, white collar criminal practitioners, and prosecutors faced with criminal activity in bankruptcy cases. Indeed, E. Lawrence Barcella, Jr. of Paul, Hastings, Janofsky, and Walker, in Washington, DC, says, "If I were a lawyer involved in a bankruptcy matter, whether civil or criminal, and had only one reference work that I could rely upon, it would be this book." And, Thomas J. Moloney with Cleary, Gottlieb, Steen & Hamilton describes the book as "an essential reference tool." An estimated ten percent of bankruptcy cases involve some kind of abuse or fraud. Since launching Operation Total Disclosure in 1992, the U.S. Department of Justice has endeavored to send the message that bankruptcy fraud will not be tolerated. Bankruptcy judges and trustees are required to report suspected bankruptcy crimes to a U.S. attorney. The decision to prosecute is based on the level of loss or injury, the existence of sufficient evidence, and the clarity of the law. In some cases, civil penalties for fraud are deemed sufficient to punish and deter. Ms. Wickouski suggests that some lawyers might not recognize criminal activity that the DOJ now targets for investigation. She gives several examples, including filing for bankruptcy using an incorrect Social Security number, and receiving payments from a bankruptcy debtor that were not approved by the bankruptcy court. In both of these real life examples, DOJ investigations led to convictions and jail time. Ms. Wickouski says that although new schemes in bankruptcy fraud have come along, others have been around for centuries. She takes the reader through the most common traditional schemes, including skimming, the bustout, the bleedout, and looting, as well as some new ones, including the bankruptcy mill. The main substance of Bankruptcy Crimes is Ms. Wickouski's detailed analysis of the U.S. Bankruptcy Criminal Code, chapter 9 of title 18, the Federal Criminal Code. She painstakingly analyzes each provision, carefully defining terms and providing clear and useful examples of actual cases. She ends with a good chapter on ethics and professional responsibility, and provides a comprehensive set of annexes. Bankruptcy Crimes is never dry, and some of the cases will make you nostalgic for the days of ear-nailing. This comprehensive, well researched treatise is a particularly invaluable guide for debtors' counsel in dealing with conflicts, attorney-client relationships, asset planning, and an array of legal and ethical issues that lawyers and bankruptcy fiduciaries often face in advising clients in financially distressed situations. Stephanie Wickouski is a partner at Bryan Cave Leighton Paisner LLP, advising clients on all aspects of bankruptcy, insolvency and commercial transactions, including bond defaults, trust indentures, business acquisitions, real estate, health care and financial fraud. With more than 30 years of experience handling complex reorganization cases throughout the country, she has served as lead bankruptcy counsel in multiple high-profile cases. Ms. Wickouski is also the author of Indenture Trustee Bankruptcy Powers & Duties, an essential guide to the legal role of bond trustee. She also writes the Corporate Restructuring blog (http://blogs.bankrupt.com).She has a national reputation and is an industry leader in corporate insolvency, and is a frequent lecturer, author and commentator on bankruptcy subjects. Ms. Wickouski joined Gardner Carton & Douglas' Corporate Restructuring Practice as a partner in August 2002 and worked in the Firm's Washington, D.C. office. Prior to joining Gardner Carton & Douglas, she was a partner at Arent Fox Kintner Plotkin & Kahn in Washington, D.C. and New York City, and prior to that, a partner at Reed Smith. Prior to entering private practice, she was a trial attorney with the Civil Division of the U.S. Department of Justice, where she received awards for her handling of litigation in airline bankruptcies. She is a panel mediator for the U.S. Bankruptcy Court for the Southern District of New York. ********* 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 ***