/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180621.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 21, 2018, Vol. 22, No. 171 Headlines 1080-1088 BROAD ST: Case Summary & 6 Unsecured Creditors AAC HOLDINGS: S&P Affirms B- Corp. Credit Rating, Outlook Positive AARGON AGENCY: Delgado Sues over Debt Collection Practices ACRISURE LLC: S&P Rates $500MM Term Loan B Due 2023 'B' ACUSPORT CORP: Ellett Brothers Buying All Assets for $7.75 Million AMJ PLUMBING: Plan Confirmation Hearing Set for July 24 AVEANNA HEALTHCARE: Moody's Confirms B3 CFR & Alters Outlook to Neg BEDFORD PROPERTIES: Case Summary & 19 Unsecured Creditors BWR LLC: Case Summary & 17 Unsecured Creditors C&S WHOLESALE: S&P Lowers CCR to 'BB-' & Alters Outlook to Negative COCRYSTAL PHARMA: Raymond Schinazi Has 34.48% Stake as of May 3 CONCORDIA INTERNATIONAL: CBCA Plan of Arrangement Approved DAVID GEERTS: Community State Buying Erie Property for $45K DAVID GEERTS: Community State Buying Fulton Property for $34K DAVID GEERTS: Community State Buying Fulton Property for $50K DAVID'S BRIDAL: S&P Lowers CCR to 'CCC-' on Restructuring Risk EASTERN MAINE: Moody's Affirms Ba1 Rating on $392MM Debt EDELMAN FINANCIAL II: Moody's Assigns B2 CFR, Outlook Stable ENDURO RESOURCE: Claim Filing Deadline Set for July 16 ENDURO RESOURCES: Gets Court Approval to Sell All Assets ENERGIZER HOLDINGS: Moody's Rates $500MM Unsec. Notes Due 2026 'B2' ENERGIZER HOLDINGS: S&P Assigns BB- Rating on $500MM Unsec. Notes FC GLOBAL: Stock Will be Delisted from Nasdaq FRIENDSWOOD TRAILS: Unsecureds to Get 100% Over 24 Months GALMOR'S/G&G: Voluntary Chapter 11 Case Summary GENUINE FINANCIAL: S&P Assigns 'B' CCR, Outlook Stable GIGA-TRONICS INC: Incurs $3.10 Million Net Loss in Fiscal 2018 GOGO INC: May Issue Additional 7.9M Shares Under Incentive Plan GREEN FAIRMOUNT: Case Summary & 19 Unsecured Creditors HAPPY JUMP: Case Summary & 20 Largest Unsecured Creditors HG VENTURES: Case Summary & 20 Largest Unsecured Creditors HITS AFRICA: Chapter 15 Case Summary HKD TREATMENT: Employee Buying 2009 Toyota Camry for $5K HOUSE MOSAIC: Unsecured Creditors to Share in Projected Profits I-17 PROPERTIES: Case Summary & Unsecured Creditor ICONIX BRAND: Peter Cuneo Named Interim Chief Executive Officer INFINITY CUSTOM: Stewarts Buying Winter Park Property for $750K ITM ENTERPRISES: Compass Bank Objects to Disclosure Statement JAMES EHLERS: Perrys Buying Dillon Condo Unit for $432K JARRETT HOUSE: Seeks Approval of Sylva Property Lease/Purchase Deal KADMON HOLDINGS: Goldentree Asset Cuts Stake to 3.2% KONA GRILL: BDO USA Replaces Ernst & Young as Auditors LORAC COSMETICS: Equity Partners Was Advisor in Sale to Markwins MEDPLAST HOLDINGS: S&P Gives 'B' Corp Credit Rating, Outlook Stable METRO-GOLDWYN-MAYER INC.: Moody's Cuts CFR to Ba3; Outlook Negative METRO-GOLDWYN-MAYER INC: S&P Lowers ICR to 'B+', Outlook Stable METROHEALTH: Fitch Affirms Then Withdraws BB Issuer Default Rating MGM RESORTS: Fitch Rates $500M Unsec. Notes Due 2025 'BB'/'RR3' MJM HEALTHCARE: Unsecureds to Get 25% Under Plan NEW TRIDENT: Moody's Lowers Sr Secured Term Loan Rating to Caa3 NINE WEST: $340 Million Sale to Authentic Brands Approved NINE WEST: Disclosure Statement Hearing Adjourned Sine Die NINE WEST: Members of Crossover Lenders Group NINE WEST: Members of Secured Lenders Group NINE WEST: Unsec. Creditors' Committee Files Verified Statement NORTHWEST TERRITORIAL: Trustee Selling Medallic Art's Coining Dies NORTHWEST TERRITORIAL: Wants an Auction Sale Miscellaneous Property PLAIN LEASING: Asks Court to Approve Proposed Plan Outline POLYMER ADDITIVES: Moody's Gives First-Time B3 CFR, Outlook Stable PUERTO RICO: CFI Judgment Creditors File Verified Statement PUERTO RICO: Committee Down to 8 Members, Amended Statement Filed PUERTO RICO: PBA Funds Provide Update on Bond Holdings PVH CORP: Moody's Alters Outlook to Positive & Affirms Ba1 CFR RAYMOND AND MOTT: Case Summary & 6 Unsecured Creditors RENNOVA HEALTH: Incurs $146.4 Million Net Loss in First Quarter RESOLUTE ENERGY: All 4 Proposals Approved at Annual Meeting RUNNING M RANCH: Tenant Buying McAlester Property for $825K SCG MADILL: Needs More Time to Exclusively File Plan SCIENTIFIC GAMES: Stockholders Elected 14 Directors SCREENVISION LLC: Moody's Assigns B1 CFR, Outlook Stable SNAP LINE: Case Summary & 7 Unsecured Creditors SPINLABEL TECHNOLOGIES: Unsecureds to Get 10% Under Plan STONEMOR PARTNERS: Austin So Remains as GP's Chief Legal Officer STONEMOR PARTNERS: Successfully Amends Credit Facility SYNOVUS FINANCIAL: Fitch to Rate $200MM Series D Stock 'B(EXP)' TINTRI INC: Tom Barton Quits as CEO, Interim CFO and Director URBAN ONE: S&P Alters Outlook to Negative & Affirms 'B-' CCR UTBIC LIQUIDATION: Order in JobDiva Action to Reduce $1.3M Damages VERMILION ENERGY: S&P Raises CCR to to 'BB', Outlook Stable VINCENT DICANIO: Finas Buying Nissequogue Property for $1.6 Million WILLBROS GROUP: Files Form 15 to Deregister Its Securities with SEC ZALER POP: County of Allegheny Objects to Disclosure Statement [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1080-1088 BROAD ST: Case Summary & 6 Unsecured Creditors -------------------------------------------------------- Debtor: 1080-1088 Broad St BEH Y, LLC 1748 58th Street Brooklyn, NY 11204 Business Description: 1080-1088 Broad St BEH Y, LLC is the fee simple owner of a 12-unit residential apartment building located at 1080 Broad Street aka 84-88 Madison Street, Hartford, Connecticut valued by the company at $420,000. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-21010 Court: United States Bankruptcy Court District of Connecticut (Hartford) Debtor's Counsel: Gary J. Greene, Esq. GREENE LAW, PC 11 Talcott Notch Road Farmington, CT 06032 Tel: 860-676-1336 Fax: 860-676-2250 E-mail: bankruptcy@greenelawpc.com Total Assets: $424,400 Total Liabilities: $3.80 million The petition was signed by Yakov Stiel, member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/ctb18-21010.pdf AAC HOLDINGS: S&P Affirms B- Corp. Credit Rating, Outlook Positive ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' corporate credit rating on AAC Holdings Inc. The outlook remains positive. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on the company's senior secured credit facility, which comprises a $55 million revolving credit facility due 2022 and a $210 million term loan B due 2023. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "The positive outlook reflects that we could raise our rating on AAC if the company increases its cash flow while continuing to improve its business fundamentals. In 2017, the company lowered its DSO and diversified its payor mix through the acquisition of AdCare. However, our rating still reflects the company's lack of a track record for producing solid DCF. High capital expenditures, a long collection cycle, and litigation expenses have absorbed AAC's operating cash flow, resulting in credit quality that is consistent with that of its 'B-' rated peers. However, with the improvement in the company's DSO, the continued growth of its business, and its acquisition of AdCare, we now project that AAC will generate positive DCF in the single digit millions for 2018 (excluding the litigation settlement). In addition, we expect that the company's DCF will further improve in 2019. "The positive outlook on AAC reflects that we could potentially raise our rating on the company if it increases its annual DCF to $15 million-$20 million by improving its utilization and working capital and smoothly integrating AdCare." AARGON AGENCY: Delgado Sues over Debt Collection Practices ---------------------------------------------------------- MELIZZA B. DELGADO, individually and on behalf of all others similarly situated, Plaintiff v. AARGON AGENCY, INC.; CHRISTY DUANE; CHAR NOA; DANIEL ROBINSON; and JOHN DOES 1 to 10, Defendants, Case No. 2:18-cv-09465-SDW-LDW (D.N.J., May 18, 2018), seeks to stop the Defendant's unfair and unconscionable means to collect a debt. The case was assigned to Judge Susan D. Wigenton and referred to Magistrate Judge Leda D. Wettre. Aargon Agency, Inc. provides mercantile and consumer credit reporting services. The Company offers national debt recovery, as well as first party, early out collection, and billing services. Aargon Agency serves customers worldwide. [BN] The Plaintiff is represented by: Yongmoon Kim, Esq. KIM LAW FIRM LLC 411 Hackensack Ave Ste 701 Hackensack, NJ 07601 Telephone:(201) 273-7117 Facsimile:(201) 273-7117 E-mail: ykim@kimlf.com ACRISURE LLC: S&P Rates $500MM Term Loan B Due 2023 'B' ------------------------------------------------------- S&P Global Ratings said that it has assigned its 'B' first-lien debt rating and '3 (60%)' recovery rating (indicating an expectation of meaningful [60%] recovery in case of default) to Acrisure LLC's $500 million incremental term loan B due 2023. The incremental term loan is priced at Libor plus 375 (with a 1% Libor floor) with a 99.875% original issue discount (OID) and is nonfungible with the company's existing term loan B. Aside from the pricing, the facility is subject to the same terms and conditions as the existing term loan B. S&P's issuer ratings on Acrisure are unaffected by the upsize of the transaction that was previously rated. RATINGS LIST Acrisure LLC Issuer credit rating B/Stable/-- New Rating Acrisure LLC $500 mil incremental term loan B due 2023 B Recovery Rating 3 ACUSPORT CORP: Ellett Brothers Buying All Assets for $7.75 Million ------------------------------------------------------------------ AcuSport Corp. asks the U.S. Bankruptcy Court for the Southern District of Ohio to authorize the sale of substantially all assets to to Ellett Brothers, LLC for $7,750,000 plus an amount equal to the value of the Debtor's inventory, pursuant to the terms of their Asset Purchase Agreement dated April 30, 2018, subject to overbid. The salient terms of the APA are: a. Purchased Assets: The Proposed Buyer will acquire, among other things, the Debtor's inventory, real estate, equipment, technology, and certain other intangible assets of the Debtor. b. Assumed Liabilities: The Proposed Buyer will assume and agree to perform only the Assumed Liabilities. c. Termination: Article 10 of the APA provides for the termination of the APA if the closing conditions are not satisfied on July 6, 2018. d. Bid Protections: $300,000 as Break-up Fee, plus Expense Reimbursement of up to $300,000 in reasonable expenses of the Proposed Buyer The Purchased Assets to the Proposed Buyer pursuant to the terms of the APA, will be free and clear of liens, claims, encumbrances, and other interests, or to such other Successful Bidder as may be determined pursuant to the Bidding Procedures Order dated May 16, 2018, and approval of the form of the Proposed Sale Order authorizing such sale. As set forth in the Bidding Procedures Order, if no bidders other than the Proposed Buyer qualify as Qualified Bidders on June 12, 2018, the Court has scheduled a hearing on the Motion at 11:00 a.m. (ET) on June 14, 2018. If at least one bidder other than the Proposed Buyer has qualified as a Qualified Bidder on June 12, 2018, an auction with respect to the sale of the Debtor's assets will be held on June 14, 2018, and the Court will conduct a hearing on the Motion at 11:00 a.m. (ET) on June 15, 2018, to approve the sale to the Successful Bidder in connection with the Bidding Procedures. The deadline for objections to the relief requested is 4:00 p.m. (ET) on June 12, 2018. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/AcuSport_Corp_140_Sales.pdf The Purchaser: ELLETT BROTHERS, LLC 267 Columbia Avenue Chapin, SC 29036 Attn: Bradley P. Johnson E-mail: BradJohnson@Ellett.com The Purchaser is represented by: MCDERMOTT WIL & EMERY LLP 340 Madison Avenue New York, NY 10173 Attn: Frank Steinherr, Esq. Timothy W. Walsh Facsimile: 646-219-6778 E-mail: fsteinherr@mwe.com twwalsh@mwe.com About AcuSport Corp. Based in Bellefontaine, Ohio, AcuSport Corporation is a nationwide distributor of shooting sports products and business solutions for the independent firearms retailer with regional sales offices in Ohio, Pennsylvania, Georgia, Minnesota, Texas, Montana and California. AcuSport Corporation, based in Bellefontaine, OH, filed a Chapter 11 petition (Bankr. S.D. Ohio Case No. 18-52736) on May 1, 2018. In the petition signed by CFO John K. Flanagan, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. John E. Hoffman Jr. presides over the case. The Debtor hired ALLEN KUEHNLE STOVALL & NEUMAN LLP, as local counsel; BRYAN CAVE LEIGHTON PAISNER LLP, as general counsel; ALLEN KUEHNLE STOVALL & NEUMAN LLP, as Ohio bankruptcy co-counsel HURON TRANSACTION ADVISORY LLC, as investment banker; HURON CONSULTING SERVICES LLC, as financial advisor; and DONLIN RECANO & COMPANY, INC., as claims noticing & solicitation agent. AMJ PLUMBING: Plan Confirmation Hearing Set for July 24 ------------------------------------------------------- Judge Meredith A. Jury of the U.S. Bankruptcy Court for the Central District of California issued an order approving AMJ Plumbing Specialists Corporation's first amended disclosure statement in support of its first amended plan of reorganization. July 10, 2018 is the deadline for (a) ballots to be received and (b) objections to be served and filed with the Bankruptcy Court. July 17, 2018 is the deadline for the Plan proponent (a) to serve and file responses to any objections, (b) to file a proof of service of the Voting Package, and (c) to file a ballot summary. The Court will hold a hearing on July 24, 2018 at 2:00 p.m. in Courtroom 303 before the Honorable Mark D. Houle on whether to confirm the Plan. About AMJ Plumbing Headquartered in Rancho Cucamonga, California, AMJ Plumbing Specialists Corp., d/b/a AMJ Plumbing Specialists, is a commercial plumbing company that has more than 20 years of experience in the commercial plumbing field. AMJ Plumbing -- http://amjplumbingspecialists.com/-- offers a wide variety of plumbing-related new construction services including leak repairs, water heaters service, pump service, drain cleaning/jetting, backflow services, tenant improvements and sewer camera installation. AMJ Plumbing filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15717) on July 7, 2017, disclosing $1.39 million in total assets and $2.15 million in total liabilities. Jose Ruvalcaba, Jr., president, signed the petition. Judge Meredith A. Jury presides over the case. David Lozano, Esq., and Frank Alvarado, Esq., at Lozano Law Center Inc., serve as the Debtor's legal counsel. AVEANNA HEALTHCARE: Moody's Confirms B3 CFR & Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service confirmed its B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating for Aveanna Healthcare LLC ("Aveanna," f/k/a as BCPE Eagle Buyer, LLC). Moody's also confirmed the B2 rating of the existing Senior Secured First Lien Credit Facilities, and the Caa2 rating of the Senior Secured Second Lien Term Loan. At the same time, Moody's assigned a B2 rating to Aveanna's proposed Senior Secured Delayed Draw Term Loan due 2024. The ratings outlook has been changed to negative from rating under review. The proceeds from the issuance of incremental term loan (and potentially Delayed Draw Term Loan) will be used to acquire Premier Healthcare Services, LLC. ("Premier Healthcare"), as well as pay fees and expenses associated with the transaction. This concludes the review initiated on May 11, 2018 following Aveanna's announcement that it had entered into an agreement to acquire a private duty nursing and behavioral health benefit administration provider, Premier Healthcare Services, LLC. "The negative outlook reflects ongoing weak financial performance, driven in large part by difficulty in integrating the merger of Epic Health Services and PSA Healthcare, as well as the challenging reimbursement environment which has adversely impacted Aveanna's Texas therapy business, in particular," said Vladimir Ronin, Moody's lead analyst for the company. "There are also significant business and integration-related costs and analytic adjustments that render earnings to be lower quality than anticipated, although these are expected to decline materially over the next 12-18 months," added Ronin. Moody's expects financial leverage to remain very high, rather than decline as originally anticipated at the time of the merger of PSA and Epic. Additionally, Moody's expects Aveanna's cash flow profile to be more constrained than initially contemplated. Moody's took the following actions: Aveanna Healthcare LLC - Confirmed Corporate Family Rating, B3 - Confirmed Probability of Default Rating, B3-PD - Confirmed Senior Secured First Lien Revolver expiring 2022, B2 (LGD3) - Confirmed Senior Secured First Lien Term Loan due 2024, B2 (LGD3) - Confirmed Senior Secured Second Lien Term Loan due 2025, Caa2 (LGD6 from LGD5) - Assigned Senior Secured Delayed Draw Term Loan due 2024, B2 (LGD3) The ratings outlook was revised to negative from rating under review. Aveanna's B3 CFR broadly reflects the company's very high financial leverage, a highly concentrated payor mix with significant Medicaid exposure, and relatively limited geographic diversity. Moody's assessment of the company's underlying credit profile also incorporates noteworthy industry pressures, which will make it difficult for Aveanna to meaningfully improve its earnings and cash generation. Moody's estimates pro forma debt/EBITDA of more than 8.0 times, including synergies. Acquisition of Premier Healthcare will provide Aveanna the benefit of diversification by granting it access to the California market, which will also offer the company an opportunity to cross-sell its products and services. Furthermore, Aveanna will stand to benefit from the proposed increase to the Medi-Cal reimbursement rate, which is in the later stages of approval. However, the acquisition risks stretching management thin as it continues to address integration challenges related to the recent merger of Epic Health Services and PSA Healthcare. Additionally, it will expose Aveanna to the employer of record (EOR) service, a structure in which families recruit, and supervise their own unskilled care givers, a service which has limited barriers to entry, and in which Aveanna has no prior experience. Despite the critical nature of care provided to patients, including children who require private duty nursing at home, Aveanna has exposure to state budgetary pressures, which will continue to focus on healthcare spending. Moody's expects the state of Texas, which represents roughly 30% of Aveanna's pro forma revenue, to remain one of the most aggressive states with regard to cost reductions. The rating also reflects Moody's belief that the company will continue to pursue an aggressive growth strategy, including acquisitions that are likely to be at least partially funded with incremental debt, and which in turn will limit debt repayment. The rating benefits from Aveanna's leading niche position in the otherwise fragmented market of pediatric home health services, and favorable long-term industry growth prospects. The overall market has solid growth prospects due to population trends, and its service offerings will remain critical in nature. Factors that could lead to an upgrade include demonstration that any further adverse reimbursement changes will be manageable without a major contraction in earnings or cash flow, increased payor and geographic diversity, progress in integrating recent acquisitions, improvement in liquidity reflected by consistent generation of positive free cash flow, and debt/EBITDA sustained below 5.5 times. Conversely, factors that could lead to a downgrade include additional significant reimbursement reductions and/or wage pressure, failure to realize articulated synergies, incurrence of new debt prior to significant progress in integrating PSA and Premier Health Services, or deterioration in liquidity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC was formed through the merger of pediatric home healthcare companies Epic Health Services and PSA Healthcare. The company is a leading provider of pediatric skilled nursing and therapy services, as well as adult home health services, including skilled nursing, therapy, personal care, behavioral health and autism. In May 2018, Aveanna entered into an agreement to acquire a private duty nursing and behavioral health benefit administration provider, Premier Healthcare Services. The company is majority-owned by private equity firms Bain Capital and J. H. Whitney. The company generated pro forma revenues of approximately $1.3 billion in fiscal 2017. BEDFORD PROPERTIES: Case Summary & 19 Unsecured Creditors --------------------------------------------------------- Debtor: Bedford Properties BEH Y, LLC 1748 58th Street Brooklyn, NY 11204 Business Description: Bedford Properties is the fee simple owner of five 6-unit residential apartment buildings in Hartford, Connecticut having a total aggregate value of $1.05 million. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-21009 Court: United States Bankruptcy Court District of Connecticut (Hartford) Debtor's Counsel: Gary J. Greene, Esq. GREENE LAW, PC 11 Talcott Notch Road Farmington, CT 06032 Tel: 860-676-1336 Fax: 860-676-2250 E-mail: bankruptcy@greenelawpc.com Total Assets: $1.07 million Total Liabilities: $4.61 million The petition was signed by Yakov Stiel, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/ctb18-21009.pdf BWR LLC: Case Summary & 17 Unsecured Creditors ---------------------------------------------- Debtor: BWR, LLC 2050 Country Club Drive Suite 218-222 Holtville, CA 92037 Business Description: BWR, LLC is a privately held company based in Holtville, California. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-03650 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Louise DeCarl Adler Debtor's Counsel: Wolfgang F. Hahn, Esq. WOLFGANG F. HAHN & ASSOCIATES 7160 Caminito Pepino La Jolla, CA 92037 Tel: 858-535-1000 E-mail: ellobo1@san.rr.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin G. Smith, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at: http://bankrupt.com/misc/casb18-03650.pdf C&S WHOLESALE: S&P Lowers CCR to 'BB-' & Alters Outlook to Negative ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based wholesale grocery distributor C&S Wholesale Grocers Inc. to 'BB-' from 'BB'. S&P revised the outlook to negative from stable. S&P said, "At the same time, we lowered our issue-level rating on the company's asset-based lending (ABL) facility to 'BB+' from 'BBB-'. "The '1' recovery rating on this debt is unchanged, indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. "We are also lowering our issue-level rating on the company's $400 million senior secured notes to 'BB' from 'BB+'. The '2' recovery rating on this debt is unchanged, indicating our expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. "The downgrade reflects our view that C&S will face a more difficult operating environment as its grocery customer base continues to face high levels of competition that will impact long-term profitability and contribute to weaker credit measures going forward. We expect funds from operations to debt in the 12%-13% range over the next two years, down from from about 20% historically, and free operating cash flow to debt in the 10% range, down from from 15%-20% historically. This is due primarily to profitability pressure on C&S and our projection for somewhat higher adjusted debt levels going forward. "S&P Global Ratings' negative outlook on C&S reflects our expectation that the company will continue to see operating performance pressure in the next 12 months, but that operating margin will rebound toward historical levels. There is limited cushion at the rating for margin erosion from our projected levels given how even a few basis points of decline can drive material decreases in EBITDA. "We could lower the rating if the challenging grocery business environment leads to continued margin pressure and a weakened competitive position or if there are continued material litigation or restructuring charges. This could also occur if the company pursues a more aggressive financial policy from debt-financed acquisitions. If, for instance, we expected free operating cash flow (FOCF) to debt approaching 5% or FFO to total debt dropping below 12% on a sustained basis, we could lower the rating. We would also consider a lower rating if C&S does not refinance its sizable $1.5 billion asset-based revolver ahead of July 30, 2018, when the facility would become current. "We could revise the outlook to stable if C&S is able to navigate the challenging industry environment successfully and we expect credit measures to improve on a sustained basis. For instance, if we expected FFO to total debt comfortably in the mid-teens and for FOCF to debt to approach 10%, we could revise the outlook to stable." COCRYSTAL PHARMA: Raymond Schinazi Has 34.48% Stake as of May 3 --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Cocrystal Pharma, Inc. as of May 3, 2018: Shares Percentage Beneficially of Reporting Persons Owned Shares ----------------- ------------ ----------- Raymond F. Schinazi 10,361,985 34.48% Phillip Frost, M.D. 3,664,014 12.24% Frost Gamma Investments Trust 3,655,265 12.22% Gary Wilcox 564,952 1.89% Roger Kornberg 515,481 1.72% Steven D. Rubin 32,197 0.1% The percentages are based upon 29,923,076 shares of Common Stock outstanding as of June 11, 2018. The 10,361,985 Common Shares beneficially owned by Dr. Schinazi include (i) 9,240,928 shares of common stock held directly by Dr. Schinazi, (ii) 995,593 shares of common stock held by an entity controlled by Dr. Schinazi, and (iii) 125,464 fully vested options. The amount does not include shares of Common Stock, held by Brace Pharmaceuticals, LLC, in which Dr. Schinazi is a director and holder of a minority interest. RFS Partners, LP, a limited partnership controlled by Dr. Schinazi, acquired 420,737 shares of Common Stock in the Shelf Offering for a total consideration of $800,000. The purchase price was paid out of the working capital of RFS Partners. The Trust acquired 105,263 shares of Common Stock in the Shelf Offering for a total consideration of $200,000. The purchase price was paid out of the trust funds of the Trust. Dr. Frost, Dr. Schinazi, Dr. Wilcox, and Mr. Rubin are directors of Cocrystal Pharma, and Dr. Wilcox is also the interim chief executive officer of the Issuer. Dr. Lee is president of the Issuer. Solely in these capacities, the foregoing persons may, from time to time, formulate plans or proposals regarding the Issuer or its securities for consideration by the Board of Directors and the Issuer's management as part of their service to the Issuer. A full-text copy of the regulatory filing is available at: https://is.gd/z9OFGu About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Based in Tucker, Georgia, Cocrystal Pharma has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Its focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating its research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. Cocrystal Pharma reported a net loss of $613,000 on $0 of grant revenues for the year ended Dec. 31, 2017, compared to a net loss of $74.87 million on $0 of grant revenues for the year ended Dec. 31, 2016. As of March 31, 2018, Cocrystal Pharma had $120.7 million in total assets, $16.58 million in total liabilities and $104.1 million in total stockholders' equity. The Company's auditors issued an audit opinion for the year ended Dec. 31, 2017 which contained what is referred to as a "going concern" opinion. BDO USA, LLP, in Seattle, Washington, noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. CONCORDIA INTERNATIONAL: CBCA Plan of Arrangement Approved ---------------------------------------------------------- At the meetings of holders of certain secured debt of Concordia International Corp. and holders of certain unsecured debt of Concordia and at the annual and special meeting of shareholders of Concordia, the Secured Debtholders, Unsecured Debtholders and Shareholders approved the previously announced recapitalization transaction to be implemented pursuant to a plan of arrangement under the Canada Business Corporations Act. Approval of the CBCA Plan At the Meetings, 100% of the votes cast by Secured Debtholders, 100% of the votes cast by Unsecured Debtholders and 87.37% of the votes cast by Shareholders were voted in favour of the CBCA Plan. Election of Directors and Shareholder Approval of Other Matters Doug Deeth, Rochelle Fuhrmann, Itzhak Krinsky, Randy Benson, Patrick Vink, Francis Perier, Jr. were elected by Shareholders present or represented by proxy at the Shareholders' Meeting. In addition, at the Shareholders' Meeting all other resolutions described in the Circular were approved by the Shareholders as follows: (i) the resolution approving the continuance of the Company from Ontario to Canada under the CBCA, which was approved by 87.94% of the votes cast by Shareholders, (ii) the resolution approving the change in place of the Company's registered office to 5770 Hurontario Street, Suite 310, Mississauga, Ontario, L5R 3G5, which was approved by 87.81% of the votes cast by Shareholders, (iii) the resolution approving the adoption of a new management equity incentive plan of Concordia, as described in the Circular, which was approved by 82.07% of the votes cast by Shareholders, and (iv) the resolution approving the appointment of PricewaterhouseCoopers LLP as the auditor of the Company, which was approved by 93.92% of the votes cast by Shareholders. The Company expects to complete the Continuance prior to seeking approval of the CBCA Plan by the Ontario Superior Court of Justice (Commercial List). Court Approval and Implementation The hearing to seek Court approval of the CBCA Plan is currently scheduled for June 26, 2018, or such other date as may be set by the Court. If the approval of the Court is obtained, and the other conditions to completion of the Recapitalization Transaction are satisfied or waived, it is expected that the Recapitalization Transaction will be completed on or about July 31, 2018. As part of seeking Court approval of the Recapitalization Transaction, the Company will seek a permanent waiver of any and all: (a) defaults resulting from the commencement of its CBCA proceedings, and (b) third party change of control provisions that may be triggered by the implementation of the Recapitalization Transaction, as well as the release of all equity claims against Concordia and its current and former directors and officers, other than the Company's existing equity class action claims (the recovery in respect of such existing equity class action claims being limited to recovery as against the Company's applicable insurance policies). About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As of March 31, 2018, Concordia had US$2.32 billion in total assets, US$4.30 billion in total liabilities and a total shareholders' deficit of US$1.97 billion. * * * Moody's Investors Service downgraded the Corporate Family Rating of Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family Rating reflects its very high financial leverage, ongoing operating headwinds, and imminent risk of a debt restructuring. Moody's estimates adjusted debt/EBITDA will exceed 9.0x over the next 12 months as earnings decline on a year over year basis," as reported by the TCR on Oct. 27, 2017. Also in October 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." DAVID GEERTS: Community State Buying Erie Property for $45K ----------------------------------------------------------- David L. Geerts and Julie A. Norman-Geerts ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the real property and improvements occupied by the Reorganized Debtors as their personal residence commonly described as 7225 Cordova Road, Erie, Whiteside County, Illinois, to Community State Bank for a credit bid of $45,000, subject to any higher or better bids. On Oct. 27, 2017, the Court entered the Auction Order authorizing the employment of Ken Duncan and Duncan Land & Auction, Inc. as an Auctioneer to conduct the Auction Sale of the Parcel 9 of the Home Farm. The Bank holds mortgages against all of the farm real estate owned by the Reorganized Debtors, including Parcel 7 of the Home Farm, to secure indebtedness that exceeds $4.5 million. It also holds a mortgage against the Personal Residence to secure indebtedness in the amount of $45,000. On Dec. 13, 2017, the Auctioneer conducted the Auction Sale. No bids for the purchase of Parcel 9 of the Home Farm were received at the Auction Sale. Thereafter, the Auctioneer continued with efforts to sell Parcel 9 of the Home Farm without success. On March 26,2018, the Reorganized Debtors filed a Modification to the Plan with the Court which provided, in pertinent part, that Article VIII Section 8.03 of the Plan be amended to allow the Reorganized Debtors to move from their personal residence at 7225 Cordova Road, Erie, Whiteside County, Illinois to Parcel 7 of the Home Farm consisting of approximately five acres, a house, buildings, bins, and improvements which will be the Reorganized Debtors' personal residence and homestead pursuant to 735 ILCS 5/12-901. After the entry of the Confirmation Order confirming the Plan, as modified by the Modification, the Court entered orders authorizing the Reorganized Debtors to sell real estate commonly described as the Schipper Farm, Brummel Farm, Parcel 5 of the Home Farm, and Parcel 6 of the Home Farm pursuant to the Auction Order and the Plan, free and clear of liens and encumbrances. The sales of the Schipper Farm, Brummel Farm, Parcel 5 of the Home Farm, and Parcel 6 of the Home Farm have been closed and the net sales proceeds paid to the Bank to reduce the indebtedness secured by the mortgages against the real estate. The net sales proceeds paid to the Bank from the sale of its collateral consisting of crops, farm equipment and real estate were not sufficient to pay the amount of indebtedness to the Bank secured by liens against the collateral in full. However, the Plan contains provisions creating two financial "carve outs" from the proceeds derived from the sale of the Bank's collateral to fund payments to administrative and unsecured creditors which were not dependent upon the amount received by the Bank from the sale of its collateral. Additionally, the Plan provides that the Bank will not have any claim against the Reorganized Debtors for any deficiency. The Bank is willing to purchase the Personal Residence for a credit bid of $45,000. The Bank's credit bid to purchase the Personal Residence is subject to any higher or better bids that may be submitted up to the hearing on this Motion, but any bids that may be received in excess of the credit bid will only benefit and be paid to the Bank. Consistent with the provisions of the Plan, the Auctioneer will receive a commission of 1.75% of the credit bid which will be paid from the funds on deposit within the Cash Collateral Account established by the Reorganized Debtors prior to confirmation of the Plan. In addition, the Bank will assume and be responsible for the payment of any and all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale or disposition of the Development Lots, and any costs and expenses of sale including any costs and expenses related to removing the flood plain designation applicable to the Development Lots. The sale of property, including the farm real estate, free and clear of liens and encumbrances, pursuant to the Plan is expressly contemplated and authorized by the Bankruptcy Code. The sale of the Development Lots is made pursuant to and implements the provisions of the Plan. Accordingly, the sale of the Development Lots to the Bank is subject to the provisions of Section 1146(a) of the Bankruptcy Code which exempts from governmental taxes and fees the recordation of documents in accordance with a Plan of Reorganization. It is in the best interest of the Reorganized Debtors, the Bank, and their creditors that the sale of the Personal Residence to the Bank for a credit bid of $45,000 pursuant to the Plan be approved. The Debtors ask the Court to (i) approve the proposed sale, (ii) authorize Community State Bank to assume and pay for all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale of the Personal Residence; (iii) authorize payment of all costs and expenses of the sale of the Personal Residence to Community State Bank including a commission equal to 1.75% of the credit bid to be paid to the Auctioneer will be paid by the Bank, which costs and expenses may be paid by the Reorganized Debtors, from funds within their Cash Collateral Bank Account. A hearing on the Motion is set for June 13, 2018 at 10:30 a.m. Objection deadline is June 11, 2018. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC is the Debtors' counsel. On Feb. 13, 2018, the Debtors filed their Fourth Amended Plan of Reorganization with the Bankruptcy Court. On March 28, 2018, the Court confirmed the Plan as modified by the Modification. DAVID GEERTS: Community State Buying Fulton Property for $34K ------------------------------------------------------------- David L. Geerts and Julie A. Norman-Geerts ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the farm real estate they owned, including unimproved farm real estate consisting of 13 acres located adjacent to Frog Pond Road, Fulton, Whiteside County, Illinois, to Community State Bank for a credit bid of $33,600, subject to any higher or better bids. On Oct. 27, 2017, the Court entered the Auction Order authorizing the employment of Ken Duncan and Duncan Land & Auction, Inc. as an Auctioneer to conduct the Auction Sale of the Parcel 9 of the Home Farm. The Bank holds mortgages against all of the farm real estate owned by the Reorganized Debtors, including Parcel 9 of the Home Farm, to secure indebtedness that exceeds $4.5 million. On Dec. 13, 2017, the Auctioneer conducted the Auction Sale. No bids for the purchase of Parcel 9 of the Home Farm were received at the Auction Sale. Thereafter, the Auctioneer continued with efforts to sell Parcel 9 of the Home Farm without success. On March 26,2018, the Reorganized Debtors filed a Modification to the Plan with the Court which provided, in pertinent part, that Article VIII Section 8.03 of the Plan be amended to allow the Reorganized Debtors to move from their personal residence at 7225 Cordova Road, Erie, Whiteside County, Illinois to Parcel 7 of the Home Farm consisting of approximately five acres, a house, buildings, bins, and improvements which will be the Reorganized Debtors' personal residence and homestead pursuant to 735 ILCS 5/12-901. After the entry of the Confirmation Order confirming the Plan, as modified by the Modification, the Court entered orders authorizing the Reorganized Debtors to sell real estate commonly described as the Schipper Farm, Brummel Farm, Parcel 5 of the Home Farm, and Parcel 6 of the Home Farm pursuant to the Auction Order and the Plan, free and clear of liens and encumbrances. The sales of the Schipper Farm, Brummel Farm, Parcel 5 of the Home Farm, and Parcel 6 of the Home Farm have been closed and the net sales proceeds paid to the Bank to reduce the indebtedness secured by the mortgages against the real estate. The net sales proceeds paid to the Bank from the sale of its collateral consisting of crops, farm equipment and real estate were not sufficient to pay the amount of indebtedness to the Bank secured by liens against the collateral in full. However, the Plan contains provisions creating two financial "carve outs" from the proceeds derived from the sale of the Bank's collateral to fund payments to administrative and unsecured creditors which were not dependent upon the amount received by the Bank from the sale of its collateral. Additionally, the Plan provides that the Bank will not have any claim against the Reorganized Debtors for any deficiency. The Bank is willing to purchase Parcel 9 of the Home Farm for a credit bid of $33,600. The Bank's credit bid to purchase Parcel 9 of the Home Farm is subject to any higher or better bids that may be submitted up to the hearing on the Motion, but any bids that may be received in excess of the credit bid will only benefit and be paid to the Bank. Consistent with the provisions of the Plan, the Auctioneer will receive a commission of 1.75% of the credit bid which will be paid from the funds on deposit within the Cash Collateral Account established by the Reorganized Debtors prior to confirmation of the Plan. In addition, the Bank will assume and be responsible for the payment of any and all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale or disposition of Parcel 9 of the Home Farm, any and all costs of expenses of sale and any amounts due and owing Doug Holesinger for fall tillage performed on Parcel 9 of the Home Farm in 2017. The Plan contains provisions for the distribution of any government program payments (including CRP payments) relating to Parcel 9 of the Home Farm which vest in the Reorganized Debtors in 2017 and to be paid in 2018, and any government program payments (including CRP payments) which vested in 2018 (for the period of time that the Reorganized Debtors owned Parcel 9 of the Home Farm in 2018 up to and including the closing of the sale of Parcel 9 of the Home Farm) and to be paid in 2019, which will govern the allocation and distribution of such government program payments. The sale of property, including the farm real estate, free and clear of liens and encumbrances, pursuant to the Plan is expressly contemplated and authorized by the Bankruptcy Code. The sale of Parcel 9 of the Home Farm is made pursuant to and implements the provisions of the Plan. Accordingly, the sale of Parcel 9 of the Home Farm to the Bank is subject to the provisions of Section 1146(a) of the Bankruptcy Code which exempts from governmental taxes and fees the recordation of documents in accordance with a Plan of Reorganization. It is in the best interest of the Reorganized Debtors, the Bank, and their creditors that the sale of Parcel 9 of the Home Farm to the Bank for a credit bid of $33,600 pursuant to the Plan be approved. The Debtors ask the Court to (i) approve the proposed sale, (ii) authorized Community State Bank to assume and pay for all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale of Parcel 9 of the Home Farm, (iii) to authorize payment of all costs and expenses of the sale of Parcel 9 of the Home Farm to Community State Bank including a commission equal to 1.75% of the credit bid to be paid to the Auctioneer, and any amounts due Doug Holesinger for performing the fall tillage in 2017 for Parcel 9 of the Home Farm will be paid by Community State Bank which costs and expenses may be paid by the Reorganized Debtors, from funds within their Cash Collateral Bank Account. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC is the Debtors' counsel. On Feb. 13, 2018, the Debtors filed their Fourth Amended Plan of Reorganization with the Bankruptcy Court. On March 28, 2018, the Court confirmed the Plan as modified by the Modification. DAVID GEERTS: Community State Buying Fulton Property for $50K ------------------------------------------------------------- David L. Geerts and Julie A. Norman-Geerts ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of their farm real estate consisting of approximately 17.86 acres commonly described as 2002 16th Avenue, Fulton, Whiteside County, Illinois, to Community State Bank for a credit bid of $50,000, subject to any higher or better bids. On Oct. 27, 2017, the Court entered the Auction Order authorizing the employment of Ken Duncan and Duncan Land & Auction, Inc. as an Auctioneer to conduct the Auction Sale of the Parcel 9 of the Home Farm. The Bank holds mortgages against all of the farm real estate owned by the Reorganized Debtors, including Parcel 9 of the Home Farm, to secure indebtedness that exceeds $4.5 million. On Dec. 13, 2017, the Auctioneer conducted the Auction Sale. No bids for the purchase of Parcel 9 of the Home Farm were received at the Auction Sale. Thereafter, the Auctioneer continued with efforts to sell Parcel 9 of the Home Farm without success. On March 26,2018, the Reorganized Debtors filed a Modification to the Plan with the Court which provided, in pertinent part, that Article VIII Section 8.03 of the Plan be amended to allow the Reorganized Debtors to move from their personal residence at 7225 Cordova Road, Erie, Whiteside County, Illinois to Parcel 7 of the Home Farm consisting of approximately five acres, a house, buildings, bins, and improvements which will be the Reorganized Debtors' personal residence and homestead pursuant to 735 ILCS 5/12-901. After the entry of the Confirmation Order confirming the Plan, as modified by the Modification, the Court entered orders authorizing the Reorganized Debtors to sell real estate commonly described as the Schipper Farm, Brummel Farm, Parcel 5 of the Home Farm, and Parcel 6 of the Home Farm pursuant to the Auction Order and the Plan, free and clear of liens and encumbrances. The sales of the Schipper Farm, Brummel Farm, Parcel 5 of the Home Farm, and Parcel 6 of the Home Farm have been closed and the net sales proceeds paid to the Bank to reduce the indebtedness secured by the mortgages against the real estate. The net sales proceeds paid to the Bank from the sale of its collateral consisting of crops, farm equipment and real estate were not sufficient to pay the amount of indebtedness to the Bank secured by liens against the collateral in full. However, the Plan contains provisions creating two financial "carve outs" from the proceeds derived from the sale of the Bank's collateral to fund payments to administrative and unsecured creditors which were not dependent upon the amount received by the Bank from the sale of its collateral. Additionally, the Plan provides that the Bank will not have any claim against the Reorganized Debtors for any deficiency. The Bank is willing to purchase the Development Lots for a credit bid of $50,000. The Bank's credit bid to purchase the Development Lots is subject to any higher or better bids that may be submitted up to the hearing on the Motion, but any bids that may be received in excess of the credit bid will only benefit and be paid to the Bank. Consistent with the provisions of the Plan, the Auctioneer will receive a commission of 1.75% of the credit bid which will be paid from the funds on deposit within the Cash Collateral Account established by the Reorganized Debtors prior to confirmation of the Plan. In addition, the Bank will assume and be responsible for the payment of any and all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale or disposition of the Development Lots, and any costs and expenses of sale including any costs and expenses related to removing the flood plain designation applicable to the Development Lots. The sale of property, including the farm real estate, free and clear of liens and encumbrances, pursuant to the Plan is expressly contemplated and authorized by the Bankruptcy Code. The sale of the Development Lots is made pursuant to and implements the provisions of the Plan. Accordingly, the sale of the Development Lots to the Bank is subject to the provisions of Section 1146(a) of the Bankruptcy Code which exempts from governmental taxes and fees the recordation of documents in accordance with a Plan of Reorganization. It is in the best interest of the Reorganized Debtors, the Bank, and their creditors that the sale of the Development Lots to the Bank for a credit bid of $50,000 pursuant to the Plan be approved. The Debtors ask the Court to (i) approve the proposed sale, (ii) authorize Community State Bank to assume and pay for all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale of the Development Lots, and any costs and expenses that may be incurred in removing the flood plain designation applicable to the Development Lots; (iii) authorize payment of all costs and expenses of the sale of the Development Lots to Community State Bank including a commission equal to 1.75% of the credit bid to be paid to the Auctioneer will be paid by Community State Bank, which costs and expenses may be paid by the Reorganized Debtors, from funds within their Cash Collateral Bank Account. A hearing on the Motion is set for June 13, 2018 at 10:30 a.m. Objection deadline is June 11, 2018. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC is the Debtors' counsel. On Feb. 13, 2018, the Debtors filed their Fourth Amended Plan of Reorganization with the Bankruptcy Court. On March 28, 2018, the Court confirmed the Plan as modified by the Modification. DAVID'S BRIDAL: S&P Lowers CCR to 'CCC-' on Restructuring Risk -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on David’s Bridal Inc. to 'CCC-' from 'CCC'. The outlook is negative. S&P said, "We also lowered our issue-level ratings on the company's $520 million secured term loan facility maturing in October 2019 to 'CCC-' from 'CCC' and on the $270 million unsecured senior notes due in October 2020 to 'C' from 'CC'. The '3' recovery rating on the term loan facility indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default or bankruptcy. The '6' recovery rating on the unsecured notes reflects our expectation for negligible (0%-10%; rounded estimate: 0%) recovery prospects. "The downgrade follows David's continued weak operating performance and weak liquidity, and its recent hiring of restructuring adviser Evercore. We believe the company could announce a distressed exchange or debt restructuring within the next six months. We believe refinancing market conditions for stressed apparel retailers are weak, increasing David's refinancing risk, including the $520 million, 4% term loan facility due in October 2019. We also believe David's capital structure, which includes an additional $270 million in unsecured senior notes maturing in October 2020, is unsustainable and see limited prospects for a meaningful recovery in EBITDA ahead of near-term maturities. "The negative outlook reflects our view that David's capital structure is unsustainable and that the company could pursue a distressed exchange or debt restructuring in the next six months to address its capital structure, including the October 2019 term loan maturities. "We would lower the rating if the company announces a distressed exchange or restructuring, or if we believe a default is inevitable. "Although unlikely over the next year, we could consider raising the rating if operating performance improves significantly at David's, enabling the company to refinance its upcoming maturities (the term loan maturing in October 2019 and senior notes due in October 2020) at par while maintaining adequate liquidity." EASTERN MAINE: Moody's Affirms Ba1 Rating on $392MM Debt -------------------------------------------------------- Moody's Investors Service affirmed Eastern Maine Healthcare Systems' (EMHS) Ba1 rating, affecting $392 million of outstanding debt. The outlook remains negative. RATINGS RATIONALE The rating affirmation reflects the system's significant turnaround initiatives, greater rigor and discipline around budgeting, and constrained capital spending, all of which will improve weak margins and protect liquidity. The affirmation also reflects minimal debt structure risks and ample headroom to covenants. Maintenance of the negative outlook is attributed to another year of weak margins and significant budget shortfall in fiscal year 2017, which will require more extensive turnaround initiatives and will prolong the pace of improvement. EMHS's operating challenges, including labor and IT costs and upcoming union contract renewals, will be concurrent with material execution risks associated with installing multiple IT platforms. Liquidity will remain modest given low expected cashflow and could decline if the IT rollout causes disruption in billing and collections or productivity declines. In addition, favorable credit factors include EMHS's scale and leading presence in northern Maine and the completion of a major project at the flagship. RATING OUTLOOK The negative outlook reflects Moody's view that EMHS will face several operating challenges as it seeks to reverse multiple years of weak margins, including short-term risks related to further consolidation and standardization of operations, and potential volume and liquidity disruptions from a major IT installation even with efforts to minimize risks. FACTORS THAT COULD LEAD TO AN UPGRADE - Significant and sustained improvement in operating margins - Growth in days cash on hand - Successful execution of or reduced risk related to IT strategies - Reduction in leverage FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to improve and sustain higher margins and cashflow - Material increase in leverage - Decline in liquidity or absolute unrestricted investments - Dilutive acquisition or merger - Disruption from IT strategies results in weaker operating performance and higher than anticipated cash outflows LEGAL SECURITY The bonds are secured by a pledge of gross receipts of the obligated group (represents virtually all system revenue) as well as a mortgage lien on facilities. Legal provisions include additional indebtedness tests and rate covenant of 1.20 times, as well as a debt service reserve fund. PROFILE Eastern Maine Healthcare Systems is comprised of 9 hospitals located across Maine, including the flagship Eastern Maine Medical Center located in Bangor. The system employs over 750 physicians and almost 450 advanced practice providers and has the largest geographic footprint in the state. EDELMAN FINANCIAL II: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service has assigned a B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating to Edelman Financial Holdings II, Inc. (Holdings II). Moody's also assigned a B1 rating to Holding II's first lien senior secured credit facilities consisting of a $1,410 million term loan and a $150 million revolving credit facility. Moody's also assigned a Caa1 rating to Holding II's $495 million second lien term loan. Proceeds from these loans will be used to finance the acquisition of Financial Engines, Inc. (Financial Engines) by The Edelman Financial Center, LLC (Edelman), refinance Edelman's existing debt, and pay related fees and expenses. In addition, Moody's affirms Edelman's B2 CFR. The outlook on the ratings is stable. Upon the contribution of FE's assets to Edelman by Holdings II, Holdings II will assign and Edelman will assume all obligations of Holdings II under the credit facilities. At that time, Moody's will transfer Holding II's debt ratings to Edelman. When the refinancing closes, Moody's will withdraw the ratings on Edelman's existing first lien senior secured credit facilities, consisting of a $480 million term loan and a $30 million revolving credit facility. RATINGS RATIONALE The affirmation of the B2 CFR reflects the improved scale, product and geographic diversification, and ultimately better growth opportunities that Financial Engines brings to Edelman. Financial Engines' market position in the 401(k) managed account space is strong and growing and includes some of the largest employers and recordkeepers in the US. Moody's expects that Edelman's advisor business will complement Financial Engines' existing, though smaller, advisor business as both focus on holistic financial advice and technology-enabled planning, and that Edelman should benefit from differentiated lead generation and revenue growth by tapping Financial Engines' pool of workplace assets under management (AUM). Historically, key man risk was a credit challenge for Edelman as co-founder Ric Edelman played an outsized role in client acquisition. Although Edelman will continue to work in an investor education capacity for the combined firm, reliance on him to source clients and drive revenue growth will be significantly reduced post-transaction. "By combining with Financial Engines, we see an opportunity for Edelman to gain new portfolio allocation technologies and gain access to a new market segment which should help sustain its high growth trajectory," according to Moody's Assistant Vice-President Stefan Kahandaliyanage. Balancing these strengths, the rating affirmation reflects integration risks stemming from each firm's well-established brand and culture as well as the potential for execution risk and business interruption in meeting targeted expense savings. Additionally, leverage as calculated by Moody's is elevated at 7.1x post-transaction and although the company and its private equity sponsor, Hellman & Friedman (H&F), are committed to paying down debt voluntarily, Moody's believes there is risk that H&F could relever the company to extract dividends. The ratings are also sensitive to Moody's view on competition within the 401(k) managed account and independent RIA markets, specifically the impact of price competition and the potential for fee compression across the combined company's advice offerings. The acquisition, which is expected to close in the third quarter of 2018, is subject to approval by Financial Engines stockholders, regulatory approval and other customary closing conditions. RATINGS DRIVERS The ratings could be upgraded if: 1) debt-to-EBITDA (including Moody's adjustments) is sustained below 5.5x; 2) the company is able to maintain high single to double digit revenue growth rate; and/or 3) pre-tax income margin rises above 15% on a consistent basis. The ratings could be downgraded if: 1) there are significant declines in customer acquisition rates, client retention rates, and/or fee rates, particularly on the retail side of the business; 2) deleveraging via voluntary prepayments does not occur as planned; 3) Debt to EBITDA is sustained above 7x; and/or 4) there is a material weakening in the company's liquidity profile. The following ratings were assigned to Edelman Financial Holdings II, Inc. with a stable outlook: Corporate Family Rating - B2 Probability of Default Rating -- B2-PD $1,410 million 1st Lien Term Loan -- B1 $150 million revolving credit facility - B1 $495 million 2nd Lien Term Loan -- Caa1 The following rating for The Edelman Financial Center, LLC was affirmed with a stable outlook: Corporate Family Rating - B2 Upon the contribution of Financial Engines, Inc.'s assets to Edelman by Holdings II, Holdings II will assign and Edelman will assume all obligations of Holdings II under the credit facilities. At that time, Moody's will transfer Holding II's debt ratings to Edelman. When the refinancing closes, Moody's will withdraw the existing ratings from Edelman: $480 million first lien senior secured term loan - B2 $30 million first lien senior secured revolving credit facility - B2 The Edelman Financial Center, LLC and Financial Engines, Inc. will together be one of the largest 401(k) managed account and independent Registered Investment Advisor firms providing integrated financial planning and investment management services in the United States. ENDURO RESOURCE: Claim Filing Deadline Set for July 16 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware set July 16, 2018, at 5:00 p.m. (prevailing eastern time) as last date and time for persons and entities to file proofs of claim against Enduro Resource Partners LLC and its debtor-affiliates. The Court also set Nov. 12, 2018, at 5:00 p.m. (prevailing eastern time) as deadline of governmental units to file their claims against the Debtors. All proof of claim must be submitted at these address: Enduro Claims Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Ave. El Segundo, CA 90245 About Enduro Resource Enduro Resource Partners LLC and its subsidiaries are independent oil and natural gas companies engaged in the acquisition, exploration, exploitation, development, and operation of oil and gas properties. They have operated and non-operated oil and gas assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming, as well as royalty interests in certain properties in Montana. Enduro Resource Partners LLC and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware statutory trust formed on May 3, 2011, has not filed a chapter 11 petition and will also continue to operate in the normal course. In the petition signed by Kimberly A. Weimer, vice president and CFO, the Debtors estimated $100 million to $500 million in assets and liabilities. The Hon. Kevin Gross presides over the case. Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq., at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez & Marsal North America, LLC, as the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. ENDURO RESOURCES: Gets Court Approval to Sell All Assets -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved bidding procedures in connection with the sale of substantially all of the assets of Enduro Resource Partners LLC and its debtor affiliates in four packages, including: (i) the North Dakota Package to Cobra Oil & Gas Corp. for $45 million; (ii) the Wyoming Package to Mid-Con Energy Properties, LLC for $5 million; (iii) the North Louisiana Package; and (iv) the Trust Related Assets Package to Evolution Petroleum Corp. for $27.5 million, each case subject to adjustments, subject to overbid. As reported by the Troubled Company Reporter on June 6, 2018, after diligently considering a number of restructuring alternatives and after discussions with their first lien creditors, the Debtors determined to undertake a comprehensive marketing process. And, on Jan. 12, 2018, they sent a sale teaser to the entire buyer list to launch the marketing process. After reviewing all of the bid proposals, the Debtors, in consultation with their advisors, determined that the offers from the Stalking Horse Bidders were the most attractive, in view of the consideration offered thereby and deficiencies in other bids. Accordingly, with a stalking horse bidding floor in place, they now ask to promptly effectuate the sale transactions to the Stalking Horse Bidders, subject to a competitive bidding process that is consistent with both the timing of the Chapter 11 Cases and their fiduciary duties to maximize value for their estates, stakeholders, and parties in interest. Upon the Court's entry of the Bidding Procedures Order, the Debtors intend to provide notice of the Bidding Procedures, the Auction date, the deadline to object to the proposed Sale of the Debtors' assets, and the Sale Hearing to all potential purchasers of the Assets that have contacted or been contacted by the Debtors or their advisors during the marketing process to date. The Debtors' Assets are comprised primarily of the Debtors' oil and gas properties, principally located in North Dakota, Wyoming, Louisiana, Texas, and New Mexico. The Assets were divided into three asset packages for purposes of the marketing process the Debtors conducted prepetition, with one of those packages later divided into two packages as a result of bidding activity. Ultimately, the Debtors entered into purchase and sale agreements with the Stalking Horse Bidders for three of the four packages. The first asset package, referred to as "Package 1A" or the "North Dakota Package," is comprise of long-lived conventional waterflood oil properties located in the Willison and Big Horn Basins in North Dakota. On May 14, 2018, Debtor Enduro Operating, LLC and Cobra Oil & Gas Corp. entered into that the Purchase and Sale Agreement, pursuant to which Cobra agreed to purchase the North Dakota Package. The second asset package, referred to as "Package 1B" or the "Wyoming Package," is comprised of long-lived conventional waterflood oil properties located in the Willison and Big Horn Basins in Wyoming. The Wyoming Package also contains a sour gas plant and oil pipeline. When the Debtors first launched their marketing process in January 2018, the North Dakota Package and the Wyoming Package were marketed together as a single package, but the Debtors determined in discussions with bidders that value would be maximized by dividing the single package in two. On May 14, 2018, Enduro Operating and Mid-Con Energy Properties, LLC entered into that the Purchase and Sale Agreement pursuant to which Mid-Con agreed to purchase the Wyoming Package. The third asset package, referred to as "Package 2" or the "North Louisiana Package," is comprised of oil and natural gas properties in the Cotton Valley Play and the Haynesville Play in Caddo and DeSoto Parishes, Louisiana. Despite negotiations prior to the Petition Date with several interested parties, the Debtors have not entered into a stalking horse agreement with respect to Package 2, but request the authority to do so and grant bid protections worth up to 4% of the purchase price, subject to (a) filing and providing notice to counsel to the First Lien Agent, the counsel to the second lien lenders, the Office of the United States Trustee, and any statutory committee appointed in the Chapter 11 Cases of the proposed terms of such stalking horse agreement and (b) a seven-day objection period from the provision of such notice for such parties. In the event of an objection by any of such parties, the Debtors will ask a further order of the Court with respect thereto. As set forth in the Bidding Procedures, any party seeking to be the stalking horse as to the North Louisiana Package would be required to submit its stalking horse proposal by June 15, 2018, and the Debtors would provide the notice described above by June 19, 2018, in each case subject to extension with the consent of a majority of the First Lien Lenders. In the event the Debtors do not reach agreement on a stalking horse agreement with respect to Package 2, the Debtors will proceed to the Auction with a minimum "reserve price" of $14 million on Package 2 as set forth in the Bidding Procedures. The fourth asset package, referred to as "Package 3" or the "Trust Related Assets Package," is comprised of the Debtors' working interests in oil and gas properties in Texas, Louisiana, and New Mexico that are burdened by the "net profits interest" in favor of Enduro Royalty Trust, plus the publicly traded units in Enduro Royalty Trust owned by Enduro Resource Partners, LLC. On May 14, 2018, Enduro Operating and Evolution Petroleum Corp. entered into the Purchase and Sale Agreement, pursuant to which Evolution agreed to purchase the Trust Related Assets Package. The material terms and conditions of the Stalking Horse Agreements, including required disclosures under Local Rule 6004-1(b)(iv), are: a. Seller: Enduro Operating, LLC b. Stalking Horse Bidders: Cobra Oil & Gas Corp., Mid-Con Energy Properties, LLC and Evolution Petroleum Corp. c. Consideration: Purchase Price: (a) for the North Dakota Package, $45 million; (b) for the Wyoming Package, $5 million; and (c) for the Trust Related Assets Package, $27.5 million; in each case, subject to customary adjustments. d. Credit Bidding: The Stalking Horse Agreements do not contemplate credit bidding under section 363(k) of the Bankruptcy Code. Subject to certain express restrictions, however, the proposed Bidding Procedures preserve secured creditors' right to credit bid. e. Closing Deadlines: Each Stalking Horse Agreement may be terminated by the applicable Stalking Horse Bidder if (a) the Bidding Procedures Order is not entered within 45 days of the Petition Date, (b) the Sale Order is not entered within 75 days of the Petition Date, and (c) the Sale of the applicable Asset Package does not close (i) as to the North Dakota Stalking Horse Agreement, within 120 days of the Petition Date; (ii) as to the Wyoming Stalking Horse Agreement, by Sept. 17, 2018; and (iii) as to the Trust Related Stalking Horse Agreement, by Sept. 12, 2018. f. Good Faith Deposit: Each Stalking Horse Bidder has agreed to deposit 10% of the purchase price under its Stalking Horse Agreement, which deposit generally is subject to forfeit if all the Stalking Horse Bidder's closing conditions have been met or waived and the sale does not close due to such Stalking Horse Bidder's breach of the Stalking Horse Agreement. g. Use of Proceeds: In accordance with the Debtors' Sale and Plan Support Agreement with certain of their first lien creditors, the Debtors intend that the proposed form(s) of Sale Order will provide for the proceeds of the Sale to be applied to outstanding claims under the first lien credit agreement, subject to certain reserves and payment of certain other claims and expenses. h. Free and Clear of Unexpired Leases or Other Rights: The Stalking Horse Agreements do not contemplate the sale of any property free and clear of any possessory leasehold interest, license, or other right. i. Relief from Bankruptcy Rule 6004(h): To maximize the value received for the Assets, the Debtors are asking the ability to close the Sale contemplated by the Stalking Horse Agreements as soon as possible after the Sale Hearing. They, therefore, have asked a waiver of the 14-day stay under Bankruptcy Rule 6004(h). To ensure that the highest or otherwise best offer is received for the Assets, the Debtors crafted the proposed Bidding Procedures to govern the submission of competing bids at an Auction, all of which is contemplated and expressly permitted under the Stalking Horse Agreements. Their timeline with respect to the Bidding Procedures, the Auction, the Sale Hearing, and the Sale is as follows: a. Bid Deadline: July 11, 2018, at 5:00 p.m. (prevailing eastern time) b. Auction: July 17, 2018, at 9:00 a.m. (prevailing eastern time). The auction will take place at: Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 h. Sale Hearing: July 20, 2018, at 5:00 p.m. (prevailing eastern time) No later than one business day after the entry of the Bidding Procedures Order, the Debtors (or its agent) will serve the Sale Notice upon all Notice Parties. No later than 10 business days after the entry of the Bidding Procedures Order, the Debtors also will publish a notice in the Wall Street Journal and the Fort Worth Star-Telegram. The salient terms of the Bidding Procedures are: a. Assets to be Sold: The Auction will consist of substantially all of the assets owned by the Debtors in four packages, including: (i) the North Dakota Package; (ii) the Wyoming Package; (iii) the North Louisiana Package; and (iv) the Trust Related Assets Package. For the avoidance of doubt, interested parties may bid on any Asset Package, individually or in any combination, including all of the Assets. b. Purchase Price: Each Bid must clearly set forth the purchase price to be paid for the applicable asset package, including and identifying separately any cash and non-cash components, which non-cash components will be limited only to credit-bids. c. Minimum Bid: The aggregate consideration proposed by each Bid must equal or exceed the sum of: $47.8 million in cash for the North Dakota Package; $5,675,000 in cash for the Wyoming Package; for the North Louisiana Package, a cash reserve price of$14 million; and $29.1 million in cash for the Trust Related Assets Package. d. Deposit: Each Bid, other than a Stalking Horse Bid, must be accompanied by a cash deposit in the amount equal to 10% of the aggregate cash and non-cash Purchase Price of the Bid, to be held in a segregated account to be identified and established by the Debtors. e. Assumption of Obligation: Each Bid must expressly assume all of the obligations contemplated to be assumed by, and on terms no less favorable to the Debtors than, the applicable Stalking Horse Agreement (if any), as determined in the Debtors' business judgment, and after consultation with the Majority First Lien Lenders. f. As-Is, Where-Is: Each Bid must include a written acknowledgement and representation that the Qualified Bidder: (i) has had an opportunity to conduct any and all due diligence regarding the Assets prior to making its offer; (ii) has relied solely upon its own independent review, investigation, and/or inspection of any documents and/or the Assets in making its Bid; and (iii) did not rely upon any written or oral statements, representations, promises, warranties, or guaranties whatsoever, whether express, implied by operation of law, or otherwise, regarding the Assets or the completeness of any information provided in connection therewith or the Auction, except as expressly stated in the Bidder's Bid. g. Bid Deadline: July 11, 2018 at 5:00 p.m. (ET) h. Breakup Fee: $1,350,000 for the North Dakota Package; $100,000 for the Wyoming Package; and $825,000 for the Trust Related Assets Package i. Expense Reimbursement: up to $450,000 for the North Dakota Package; up to $75,000 for the Wyoming Package; and up to $275,000 for the Trust Related Assets Package j. Bidding Increments: $100,000 for the North Dakota Package; $500,000 for the Wyoming Package; $500,000 for the North Louisiana Package; and $500,000 for the Trust Related Assets Package, with any Overbid for multiple Asset Packages incorporating an aggregate incremental amount equal to the sum of each applicable Minimum Overbid Increment A copy of the APAs and the Bidding procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Enduro_Resource_20_Sales.pdf To facilitate and effect the Sale of the Assets, the Debtors ask authority to assume and assign certain of their contracts and unexpired leases consistent with the procedures established in the Bidding Procedures Order and the Stalking Horse Agreements. Within five business days after entry of the Bidding Procedures Order, the Debtors will serve the Cure Notice on all non-Debtor counterparties to all of their executory contracts and unexpired leases. Each Counterparty will have until the earlier to occur of (x) 5:00 p.m. (ET) on the date that is 14 days after the filing and service by the Debtors to the Counterparty of the Cure Notice or the Previously Omitted Contract Notice (as applicable), and (y) the Sale Hearing. The Debtors submit that it is appropriate to sell the Assets and to assign the Assumed Contracts free and clear of all Liens, other than (a) any Permitted Encumbrances as set forth in the Stalking Horse Agreements or (b) any permitted Liens as set forth in the purchase agreement with the Successful Bidder(s) pursuant to Section 363(f) of the Bankruptcy Code, with any such Liens attaching to the net sale proceeds of the Assets, as and to the extent applicable. The Debtors determined to undertake a sale of substantially all of their assets after careful consideration of all potential alternatives, consultation with their board of managers, and coordination with their secured lenders. The Purchasers: COBRA OIL & GAS CORP. 2201 Kell Blvd. Wichita Falls, TX 76308 Attn: Jeff R. Dillard, President Robert W. Osborne, VP Telephone: (940) 716-5100 Facsimile: (940) 716-5160 E-mail: jeff@cobraogc.com bob@cobraogc.com MID-CON ENERGY PROPERTIES, LLC 2431 E 61st, Suite 850 Tulsa, OK 74136 Attn: Charles L. McLawhorn, III Telephone: (918) 743-7575 Facsimile: (918) 743-8859 E-mail: cmclawhorn@midcon-energy.com EVOLUTION PETROLEUM CORP. 1155 Dairy Ashford Rd., Suite 425 Houston, TX 77079 Attn: Randall D. Keys, CEO Telephone: (713) 935-0122 Facsimile: (713) 935-0199 E-mail: rkeys@evolutionpetroleum.com About Enduro Resource Enduro Resource Partners LLC and its subsidiaries are independent oil and natural gas companies engaged in the acquisition, exploration, exploitation, development, and operation of oil and gas properties. They have operated and non-operated oil and gas assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming, as well as royalty interests in certain properties in Montana. Enduro Resource Partners LLC and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware statutory trust formed on May 3, 2011, has not filed a chapter 11 petition and will also continue to operate in the normal course. In the petition signed by Kimberly A. Weimer, vice president and CFO, the Debtors estimated $100 million to $500 million in assets and liabilities. The Hon. Kevin Gross presides over the case. Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq., at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez & Marsal North America, LLC, as the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. ENERGIZER HOLDINGS: Moody's Rates $500MM Unsec. Notes Due 2026 'B2' ------------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Energizer Holdings, Inc.'s $750 million (USD Equivalent) offering of unsecured Euro bonds due 2026 and $500 million offering of unsecured USD bonds due 2026. The Euro bonds will be issued by Energizer Gamma Acquisition B.V., a wholly owned subsidiary of Energizer. The Euro bonds will benefit from a guaranty from the parent company, Energizer Holdings, Inc., but will be ahead of the debt at Energizer. The USD bonds will be issued by Energizer Holdings, Inc. Moody's expects the bond proceeds and proceeds from the company's proposed new 1st lien secured credit facilities to be used to acquire the Spectrum battery company, refinance existing debt and pay estimated fees and expenses. The rating outlook is stable. The B2 rating on the unsecured notes is one notch lower than Energizer's B1 Corporate Family Rating ("CFR"). This reflects Moody's expectation of a meaningful amount of proposed secured debt that will rank ahead of the unsecured notes in the capital structure within the near term. The notes benefit from upstream guarantees from Energizer's domestic subsidiaries. Ratings assigned: Energizer Gamma Acquisition B.V. $750 million (USD Equivalent) Gtd unsecured Euro notes due 2026 at B2 (LGD5) Energizer Holdings, Inc. $500 million Unsecured USD Notes due 2026 at B2 (LGD5) The following ratings are unchanged: Energizer Holdings, Inc. Corporate Family Rating at B1 Probability of Default Rating at B1-PD $400 million Senior Secured Revolving Credit Facility expiring 2023 at Ba1 (LGD2) $1,000 million Senior Secured Term Loan B due 2025 at Ba1 (LGD2) $200 million Senior Secured Term Loan A due 2021 at Ba1 (LGD2) $600 million Unsecured notes due 2025 at B2 (LGD5) Speculative Grade Liquidity Rating at SGL-1 The rating outlook is stable. RATINGS RATIONALE Energizer's B1 CFR reflects the company's high pro forma financial leverage with debt to EBITDA estimated at about 6.3x. Moody's expects debt to EBITDA to improve to about 5.4x over the next 12 months through a combination of earnings growth boosted by cost and operational synergies that the company expects to realize through 2021 and debt repayment. The rating also reflects Energizer's concentration in the declining battery category. The battery category is facing a slow secular decline as consumer products are increasingly evolving toward rechargeable technologies. The battery category is becoming increasingly commoditized, rendering the space highly promotional. The company sells a modest array of non-battery related products, but they represent a small percentage of overall revenue. The rating is supported by the company's leading market position in the single use and specialized battery market, its portfolio of well-known brands in the battery and car fragrance industries, and solid cash flow. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's view that Energizer's liquidity is excellent. Moody's projects that the company will be able to fund its obligations from internally generated cash. The stable outlook reflects Moody's expectation that Energizer's financial leverage will remain high over the next 12 months, but will decline over time through a combination of earnings growth and debt repayment. It also reflects the rating agency's expectation that Energizer will continue to generate solid free cash flow and maintain excellent liquidity. The ratings could be downgraded if Energizer experiences significant operating disruption due to the integration of the Spectrum battery business. Further, the ratings could be downgraded if the company's financial policies become increasingly aggressive, including additional debt funded acquisitions or shareholder returns. Moody's could also downgrade the ratings if the company's liquidity deteriorates or if debt to EBITDA is sustained above 5.5x. Moody's could upgrade the ratings if Energizer successfully integrates the Spectrum battery business and improves credit metrics. Debt/EBITDA would need to be sustained below 4.5x before Moody's would consider an upgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Energizer Holding, Inc. manufactures and markets batteries, lighting products and car fragrance and appearance products around the world. The product portfolio includes household batteries, specialty batteries, portable lighting equipment and various car fragrance dispensing systems. Pro-forma annual revenue is estimated at $2.7 billion. ENERGIZER HOLDINGS: S&P Assigns BB- Rating on $500MM Unsec. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Energizer Holdings Inc.'s proposed $500 million senior unsecured notes and Energizer Gamma Acquisition B.V.'s proposed $750 million equivalent EUR-denominated senior unsecured notes due 2026. The recovery rating is '5', reflecting our expectation for modest recovery (10%-30%; rounded estimate 15% for the $500 million USD tranche, and rounded estimate 20% for the $750 million equivalent Euro tranche) in the event of a payment default. The net proceeds from the proposed senior unsecured notes will fund the pending acquisition of Spectrum Brands Inc.'s global battery and portable lighting business. Total debt outstanding pro forma for the proposed transaction is about $3 billion. S&P said, "We have also lowered our rating on the $600 million existing notes due 2025 to 'BB-' from 'BB' and removed them from CreditWatch, where they were placed with negative implications on Jan. 16, 2018. The recovery rating on these notes now is also '5', reflecting our expectation for modest recovery (10%-30%; rounded estimate 15%) in the event of a payment default. We lowered the existing unsecured debt and related recovery ratings because of the significant increase in secured and unsecured debt in the capital structure, despite the assumed increase in emergence enterprise value attributable to the acquisition. "Our 'BB' issuer credit rating on Energizer remains unchanged by the transaction. The outlook is negative. The different recovery expectations for the U.S. unsecured notes versus the unsecured notes issued by Energizer Gamma Acquisition B.V. is attributable to our enterprise value (EV) allocation. S&P attributes 11% of total EV to the EUR-denominated notes borrower based on relative EBITDA contribution, resulting in a rounded recovery point estimate of 20%. The notes at Energizer Gamma Acquisition B.V. are first in line with respect to value at that entity. A ratable interest in unpledged foreign stock value is the sole source of recovery for U.S. noteholders under our default scenario and results in an estimated recovery of 15%. Additional detail regarding value allocation is presented in the simplified waterfall section below. S&P's ratings assume the pending acquisition will close before Dec. 31, 2018. If the acquisition does not close or the financing terms change, it will reassess the ratings. S&P said, "Our ratings on Energizer incorporate the company's premier brand name with No.1 or No. 2 market positions globally, even as the company operates in a highly competitive and mature industry. We believe Energizer has a strong position in the premium and specialty segments. The pending acquisition of Spectrum Brands' global battery and portable lighting business, however, will allow Energizer to expand into lower-priced segments and compete with Amazon.com Inc. and private label manufacturers. We expect the company to close the acquisition before the end of calendar year 2018. We assume that the integration will be successful and serve to improve Energizer's EBITDA, with the company applying free cash flow to debt reduction to over the next few years. We forecast adjusted debt to EBITDA to decline to the high-4x area by the end of fiscal year 2019 and the low-4x area by the end of fiscal year 2020, from the low-5x area pro forma at the close of the transaction." RECOVERY ANALYSIS The proposed debt capital structure consists of: -- $400 million revolver due 2023; -- $200 million term loan A due 2021; -- $1,000 million term loan B due 2025; -- $600 million existing U.S. dollar denominated senior unsecured notes due 2025 -- $500 million U.S. dollar denominated senior unsecured notes due 2026 -- $750 million Euro-denominated senior unsecured notes due 2026. Energizer Holdings Inc. is the borrower under the credit facility and issuer of the U.S. senior unsecured notes. The issuer of the Euro denominated notes is Energizer Gamma Acquisition B.V. Approximately 50% of the sales are generated in the U.S. pro forma for the transaction. In the event of an insolvency proceeding against the company, the company and its subsidiaries would likely file for bankruptcy protection under the auspices of the U.S. federal bankruptcy court system as most of its debt is in the U.S. S&P said, "We believe creditors would receive maximum recovery in a payment default scenario if the company reorganized instead of liquidated. This is because of the company's brand awareness and established retail relationships. Therefore, in evaluating the recovery prospects for debt holders, we assume the company continues as a going concern and arrive at our emergence enterprise value by applying a multiple to our assumed emergence EBITDA." Simulated default assumptions S&P said, "Our simulated default scenario contemplates a default in 2023, reflecting accelerating volume declines on weak market demand, heightened competition, client attrition, inefficient product development spending, or the inability to raise prices. These factors lead to significant EBITDA and cash flow deterioration, causing a payment default." Calculation of EBITDA at emergence: -- Debt service: $205.5 million (default year interest plus amortization) -- Maintenance capital expenditures: $40.4 million -- Default EBITDA proxy: $245.9 million -- Cyclicality Adjustment: $0 million (0% of default EBITDA proxy) -- Preliminary emergence EBITDA: $245.5 million -- Operational adjustment: $49.6 million (20%) -- Emergence EBITDA: $295.1 million S&P estimates $1.8 billion gross emergence enterprise value, which incorporates a 6x multiple to emergence EBITDA. The multiple is in line with levels used for U.S.-based branded nondurable issuers. Simplified Waterfall: -- Emergence EBITDA: $295.1 million -- Multiple: 6.0x -- Gross recovery value: $1.77 billion -- Net recovery value for waterfall after admin expenses (5%): $1.68 billion -- U.S. entities/Energizer Gamma Acquisition B.V./Rest of World valuation split: 48%/11%/41% -- Estimated first lien claims: $1.45 billion -- Value available for first-lien claims: $1.26 billion -- Recovery range: 70%-90% (rounded estimate: 85%) -- Estimated Euro-denominated senior unsecured note claims: $773.4 million -- Value available for Euro-denominated unsecured note claims: $185 million -- Recovery range: 10%-30% (rounded estimate: 20%) -- Estimated U.S. dollar denominated senior unsecured claims: $1.33 billion -- Value available for U.S. dollar denominated unsecured note claims: $241.4 million -- Recovery range: 10%-30% (rounded estimate: 15%) Notes: All debt amounts include six months of pre-petition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from non-obligors after nonobligor debt. RATINGS LIST Energizer Holdings Inc. Issuer Credit Rating BB/Negative/-- Ratings Lowered; Off CreditWatch; Recovery Ratings Revised To From Energizer Holdings Inc. Senior Unsecured BB- BB/Watch Neg Recovery Rating 5(15%) 3(50%) New Rating Energizer Gamma Acquisition B.V. Senior Unsecured EUR notes due 2026 BB- Recovery Rating 5(20%) Energizer Holdings Inc. Senior Unsecured $500 mil sr notes due 2026 BB- Recovery Rating 5(15%) FC GLOBAL: Stock Will be Delisted from Nasdaq --------------------------------------------- FC Global Realty Incorporated announced that, prior to the opening of business on June 20, 2018, the Company's stock is expected to cease trading on the Nasdaq Capital Market. Effective as of June 20, 2018, the Company's common stock is expected to be eligible for trading and quotation on the Pink Current Information tier operated by the OTC Markets Group Inc. The Company's trading symbol will remain FCRE (trading and quotation information will be available at www.otcmarkets.com). The Company intends to apply for its common stock to be quoted and traded on the OTCQB Market. On June 18, 2018, the Company received a delisting determination letter from The Nasdaq Stock Market's Listing Qualifications Department relating to the Company's Common Stock. In that letter, Nasdaq stated that the Company is not in compliance with Nasdaq's Listing Rules 5635(b), 5635(c), 5635(d)(1) and 5635(d)(2) with regard to shareholder approval of certain transactions involving the sale of shares of Series B Preferred Stock to Opportunity Fund I-SS, LLC, the conversion of certain promissory notes held by affiliates of the Company and related transactions entered into with those affiliates, the acquisition of common stock and Series A Preferred Stock by OFI from First Capital Real Estate Operating Partnership, L.P. and the timing of these transactions and contingencies between them. As previously reported on Current Reports on Form 8-K filed on Feb. 23, 2018 and March 13, 2018, the Company had received two other delisting notices from Nasdaq this year, the first concerning the Company's failure to comply with the $1.00 minimum bid price under Nasdaq Marketplace Rule 5550(a)(2), and the second with regard to the Company's stockholder equity, which had fallen below the minimum $2.5 million required to be maintained under Nasdaq Marketplace Rule 5550(b)(1). As a result of these violations, Nasdaq has determined to delist the Company's securities under the discretionary authority granted to Nasdaq pursuant to Nasdaq Listing Rule 5101. While the Company has a right of appeal with regard to this most recent notice, the Company's Board of Directors, after evaluating the matter, has determined that it is in the Company's best interests to remove its securities from trading on Nasdaq while it addresses these issues, and has therefore waived its right of appeal. The Company will remain a public reporting company following the delisting and its shares will continue to trade publicly, but on the over-the-counter market. The Company plans to continue to maintain an independent Board of Directors with an independent Audit Committee and provide annual financial statements audited by a Public Company Accounting Oversight Board (PCAOB) auditor and unaudited interim financial reports, prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company's Board of Directors will continue to evaluate options to maximize the value of the Company's assets, including opportunities to invest in or acquire one or more operating businesses that provide opportunities for appreciation in value. About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) founded in 1980, is transitioning from its former business as a skin health company to a company focused on real estate development and asset management, concentrating primarily on investments in high quality income producing assets, hotel and resort developments, residential developments and other opportunistic commercial properties. The company is headquartered in New York. As of March 31, 2018, FC Global had $6.79 million in total assets, $8.86 million in total liabilities, $5.03 million in redeemable convertible preferred stock Series B and a total stockholders' deficit of $7.10 million. The report from the Company's independent accounting firm Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred net losses for each of the years ended Dec. 31, 2017 and 2016 and has not yet generated any revenues from real estate activities. As of Dec. 31, 2017, there is an accumulated deficit of $135,022,000. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FRIENDSWOOD TRAILS: Unsecureds to Get 100% Over 24 Months --------------------------------------------------------- Friendswood Trails, LLC, a Texas Limited Liability Corporation formed in 2016 for the acquisition and development of residential and commercial real estate in Friendswood, Texas, filed a plan of reorganization and accompanying disclosure statement proposing to pay 100.0% of the Allowed Claims of general unsecured creditors as of the Effective Date through no more than twenty-four equal monthly installments. Prior to the Petition Date, Graham Mortgage Corporation extended a secured promissory note in the principal balance of $4,300,000, which loan is secured by all the real property of the Debtor. Prior to the bankruptcy filing, a payment in the amount of $2,000,000.00 was made on the Graham Loan, in exchange for a partial release of lien associated with Phase 1 development, leaving a remaining principal balance of $2,300,000.00. As of May 7, 2018, the Debtor owes approximately $2,300,000.00 on the Graham Loan. In addition to the Graham Loan payments, during the pendency of Plan, the Debtor anticipates expenses necessary for the development of the real estate, which includes, but is not limited to, road and bridge construction, land clearing, clean up of certain environmental hazards, and preparation of the lots for sale to builders. The Debtor estimates these expenses will be approximately $16,000,000.00 and will be funded from development financing, developer invested capital, and earnest money contracts on lot sales. The Debtor currently anticipates the repayment of the Graham Loan through payment from profits from the development of the residential lots. The Debtor estimates a return of 100.0% on the Graham Loan within sixty months of the Effective Date of the Plan. After development and sale of all residential lots, the Debtor anticipates approximately $3,600,000.00 in net pre-tax profit. Based on the Claims Register and the Debtor's Schedules, the Debtor has approximately $2,950 in general unsecured claims, classified in Class 4. The deadline for filing non-governmental proofs of claim was June 11, 2018. The deadline for filing governmental proofs of claim is August 13, 2018. The Debtor intends to pay all unsecured claims 100.0% of the Allowed Claims as of the Effective Date through no more than twenty-four equal monthly installments commencing on the first day of the month after the Effective Date. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb18-80029-15.pdf About Friendswood Trails Friendswood Trails, LLC, is a Texas limited liability corporation formed in 2016 for the acquisition and development of residential and commercial real estate in Friendswood, Texas. Friendswood, Texas is a suburb of Houston, Texas located south of the Sam Houston Parkway between Texas Highway 35 and I-4. Friendswood Trails filed a Chapter 11 Petition (Bankr. S.D. Tex. Case No. 18-80029) on Feb. 5, 2018, and is represented by Kimberly Anne Bartley, Esq., at Waldron & Schneider, L.L.P. GALMOR'S/G&G: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Galmor's/G&G Steam Service, Inc. P.O. Box 349 Shamrock, TX 79079 Business Description: Galmor's/G&G Steam Service, Inc. is a provider of steam cleaning services for commercial & industrial clients. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-20210 Court: United States Bankruptcy Court Northern District of Texas (Amarillo) Judge: Hon. Robert L. Jones Debtor's Counsel: Max Ralph Tarbox, Esq. TARBOX LAW, P.C. 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 E-mail: jessica@tarboxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Stephen Galmor, president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-20210.pdf GENUINE FINANCIAL: S&P Assigns 'B' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to Genuine Financial Holdings LLC. The outlook is stable. S&P said, "At the same time, we are assigning our 'B' issue-level and '3' recovery ratings to the company's proposed first-lien credit facilities, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of payment default. "We also assigned our 'CCC+' issue-level and '6' recovery ratings to the company's proposed second-lien credit facility indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default. "Our ratings on Genuine Financial Holdings reflect its high debt leverage and sponsor ownership, narrow scope of operations, and participation in the highly competitive and fragmented background verification industry, which is subject to low barriers to entry and limited pricing power. We also considered the limited geographic and product diversity and inherent risks involved in the integration process, which may include operational missteps and customer attrition. These factors are partly offset by the company's leading market position and good customer relationships. We expect leverage to remain elevated over the next 12-18 months, with pro forma S&P Global Ratings' adjusted debt leverage in the low- to mid-7x area in 2018 before improving to the mid- to high-6x in 2019. "The stable outlook reflects our expectation that the merger will proceed with limited interruption and impact to customer retention rates and operating performance. We expect the company to continue to achieve revenue and earnings growth, supplemented by some favorable contribution from synergies. We expect S&P Global Ratings debt leverage in the low- to mid-7x area in 2018. "We could lower the rating over the next year if our adjusted leverage rises to and remains above 7.5x, which could occur if the company experiences unexpected integration issues including customer attrition and cost overruns, and fails to achieve expected synergies. We could also lower the rating if earnings deteriorate from unforeseen operational or macroeconomic difficulties, leading to lower processing volumes, or if debt increases due to dividend distributions or acquisitions. "Although unlikely over the next 12 months, we could consider an upgrade if our adjusted debt leverage improves to and remains around 5x. This could be achieved if the company applies excess cash flow to reduce debt and realizes better-than-expected revenue growth or higher-than-expected synergies." GIGA-TRONICS INC: Incurs $3.10 Million Net Loss in Fiscal 2018 -------------------------------------------------------------- Giga-Tronics Incorporated filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $3.10 million on $9.80 million of net sales for the year ended March 31, 2018, compared to a net loss of $1.54 million on $16.26 million of net sales for the year ended March 25, 2017. These losses have contributed to an accumulated deficit of $28.7 million as of March 31, 2018. As of March 31, 2018, Giga-Tronics had $8.43 million in total assets, $8.30 million in total liabilities and $131,000 in total shareholders' equity. Cash and cash-equivalents of $1.5 million and $1.4 million at March 31, 2018 and March 25, 2017, respectively, consisted of demand deposits with a financial institution that is a member of the Federal Deposit Insurance Corporation (FDIC). At March 31, 2018, $1.2 million of the Company's demand deposits exceeded FDIC insurance limits. Armanino LLP's opinion included in the Company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company's significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Beginning in fiscal 2012, the Company invested primarily in the development of its Advanced Signal Generation and Analysis system product platform for EW test & emulation applications (formerly referred to as "Hydra") which the Company believes possesses greater long-term opportunities for revenue growth and improved gross margins compared to its previous general-purpose test & measurement product lines, the substantial majority of which have been sold as of March 31, 2018. Through March 31, 2018, the Company has spent over $13 million towards the development of the ASGA system product platform. Although the Company anticipates long-term revenue growth and improved gross margins from the new ASGA product platform, delays in completing it have also contributed to its losses. The Company has also experienced delays in the development of features, receipt of orders, and shipments for the new ASGA system products. The Company said these delays have significantly contributed to a decrease in working capital from $620,000 at March 25, 2017 to ($386,000) at March 31, 2018. Although ASGA system products have now shipped to several customers, potential delays in the refinement of further features, longer than anticipated sales cycles, or the ability to generate shipments in significant quantities, could significantly contribute to additional future losses. A full-text copy of the Form 10-K is available for free at: https://is.gd/ylMsoq About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA", that produces an Advanced Signal Generator (ASG) and an Advanced Signal Analyzer (ASA) for the electronic warfare market and YIG (Yttrium, Iron, Garnet) RADAR filters used in fighter jet aircraft. GOGO INC: May Issue Additional 7.9M Shares Under Incentive Plan --------------------------------------------------------------- Gogo Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 7,900,000 shares of common stock that are issuable under the Company's Amended and Restated Gogo Inc. 2016 Omnibus Incentive Plan. The Company's shareholders approved the addition of these shares to the 2016 Plan at the Company's annual meeting on June 8, 2018. A full-text copy of the prospectus is available for free at: https://is.gd/he1HZG About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and source innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. Gogo incurred net loss of $171.99 million in 2017, $124.50 million in 2016 and $107.61 million in 2015. As of March 31, 2018, Gogo had $1.30 billion in total assets, $1.49 billion in total liabilities and a total stockholders' deficit of $191.33 million. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's Caa1 CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. GREEN FAIRMOUNT: Case Summary & 19 Unsecured Creditors ------------------------------------------------------ Debtor: Green Fairmount BEH Y, LLC 1748 58th Street Brooklyn, NY 11204 Business Description: Green Fairmount BEH Y, LLC is the fee simple owner of three 6-unit residential apartment buildings in Hartford, Connecticut having total aggregate value of $630,000. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-21011 Court: United States Bankruptcy Court District of Connecticut (Hartford) Debtor's Counsel: Gary J. Greene, Esq. GREENE LAW, PC 11 Talcott Notch Road Farmington, CT 06032 Tel: 860-676-1336 Fax: 860-676-2250 E-mail: bankruptcy@greenelawpc.com Total Assets: $643,305 Total Liabilities: $3.87 million The petition was signed by Yakov Stiel, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/ctb18-21011.pdf HAPPY JUMP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Happy Jump, Inc. 19843 Nordoff Street Northridge, CA 91324 Business Description: Happy Jump, Inc. -- https://www.happyjump.com -- is a manufacturer of outdoor inflatables, bounce houses, and interactive games. Happy Jump has created hundreds of custom designed bouncers, advertising inflatables, balloons, space walks, and inflatable slides for clients all over the world. The company was founded in 1999 and is headquartered in Northridge, California. Chapter 11 Petition Date: June 19, 2018 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Case No.: 18-11544 Judge: Hon. Maureen Tighe Debtor's Counsel: Mark T. Young, Esq. DONAHOE & YOUNG LLP 25152 Springfield Ct, Suite 345 Valencia, CA 91355-1096 Tel: 661-259-9000 Fax: 661-554-7088 E-mail: myoung@donahoeyoung.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Roubik Amirian, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-11544.pdf HG VENTURES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: HG Ventures, Inc. d/b/a Diamond Head Trucking dba Diamond Head Supply and Transit dba BM Truck Repair dba Precision Auto and Truck Repair dba MYG Enterprises 100 Phoenix Drive Finleyville, PA 15332 Business Description: HG Ventures, Inc. is a privately held company in Finleyville, Pennsylvania operating under the general freight trucking industry. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-22478 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Gregory L. Taddonio Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Ave., Suite 900 Pittsburgh, PA 15219 Tel: 412-232-0930 Fax: 412-232-3858 E-mail: dcalaiaro@c-vlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dave Golupski, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb18-22478.pdf HITS AFRICA: Chapter 15 Case Summary ------------------------------------ Chapter 15 Debtor: Hits Africa Ltd. 62 Forum Lane, Camana Bay P.O. Box 510 KY1-1106, Cayman Islands Cayman Islands Type of Business: HAL is a Cayman Islands exempted company incorporated on May 24, 2007 under the laws of the Cayman Islands, with its prior registered office at the offices of Trident Trust Company (Cayman) Ltd. P.O. Box 847 GT 1 Capital Place, Shedden Road, Grand Cayman, Cayman Islands. On Feb. 19, 2014 HAL's registered office was changed to EY Cayman Ltd., 62 Forum Lane, Camana Bay, PO Box 510, Grand Cayman, KY1-1106, Cayman Islands. Up until entry of the Liquidation Order, HAL was engaged in business operations in the sub-Saharan telecoms market, predominantly in the United Republic of Tanzania, the Democratic Republic of the Congo and the Republic of Equatorial Guinea. HAL served as a holding company for various telecom subsidiaries across four countries in Africa. HAL is 92.82% owned by HITS Telecom Holding Company K.S.C., a telecom holding company listed on the Kuwait Stock Exchange. Foreign Proceeding in which Appointment of the Foreign Representatives Occurred: Cause No. FSD 96 of 2013 (CQJ), Grand Court of the Cayman Islands Chapter 15 Petition Date: June 19, 2018 Chapter 15 Case No.: 18-11822 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Foreign Representatives: Claire Lobell 62 Forum Lane, Camana Bay P.O. Box 510 KY1-1106, Cayman Island - and - Keiran Hutchison 62 Forum Lane, Camana Bay P.O. Box 510 KY1-1106, Cayman Islands Foreign Representatives' U.S. Attorneys: Warren E. Gluck, Esq. Richard A. Bixter, Jr., Esq. HOLLAND & KNIGHT LLP 31 West 52 nd Street New York, NY 10019 Tel: 212-513-3200 Fax: 212-385-9010 E-mail: warren.gluck@hklaw.com richard.bixter@hkalw.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the Chapter 15 petition is available for free at: http://bankrupt.com/misc/nysb18-11822.pdf HKD TREATMENT: Employee Buying 2009 Toyota Camry for $5K -------------------------------------------------------- HKD Treatment Options, P.C. asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the private sale of its right, title and interest in a 2009 Toyota Camry, VIN 4TlBE46K89U263607, to Dr. Vasu Brown for $5,000. The Buyer is a current employee of the Debtor. The Sale will take place within seven days after the entry of an Order granting the Debtor's Motion for Order Authorizing and Approving Private Sale of Property of the Estate filed contemporaneously with the Notice. T he proposed Buyer has paid the sum of $500 as a deposit. The terms of the proposed sale are more particularly described in a Motion for Order Authorizing and Approving Private Sale of Property of the Estate filed with the Court on May 24, 2018. The Property will be sold free and clear of all liens, claims and encumbrances. Any perfected, enforceable valid liens will attach to the proceeds of the sale according to priorities established under applicable law. Any objections to the sale and/or higher offers will be filed no later than June 18, 2018 at 5:00 p.m. A hearing on the Motion to Approve Sale, objections, or higher offers is scheduled to take place on June 19, 2018 at 11:00 a.m. About HKD Treatment Options Based in Lowell, Massachusetts, HKD Treatment Options, P.C. -- http://www.hkdtreatmentoptions.com/-- provides behavioral health counseling and treatment plans to help patients recover from alcohol and drug addiction. HKD Treatment Options filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-41895) on Oct. 20, 2017. In the petition signed by Hung K. Do, president and director, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Elizabeth D. Katz presides over the case. The Debtor hired Richard A. Mestone, Esq., at Mestone & Associates LLC as its bankruptcy counsel; Good Schneider & Fried as its special counsel; and Dennis and Associates as its accountant. HOUSE MOSAIC: Unsecured Creditors to Share in Projected Profits --------------------------------------------------------------- House Mosaic Holdings, LLC, filed a plan of reorganization and accompanying disclosure statement providing that payments and distributions under the Plan will be funded by through the sale of the real estate holdings, through the assignment of the lawsuit against Noble Capital and business operations. Depending on Court determination, these allowed general unsecured creditors will be either be assigned Cause No. 2017-80445, House Mosaic Holdings, LLC vs. Noble Capital Servicing, LLC, pending in the 133rd Judicial District Court of Harris County, Texas, up to 100% of their allowed general unsecured claims, or have a carveout from the $1,317,560.51 to be paid to Noble Capital Servicing, LLC, at closing of the sale of the real estate holdings. Alternatively, these allowed general unsecured creditors will share in the future projected profits of the Debtor for the next 5 years. Shawn Clark, Amelia Jarmon and Phillis Jarmon are insiders who will not be paid any pre-petition claims during the term of the Plan and their claims will be discharged upon confirmation of the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb18-30473-25.pdf About House Mosaic Holdings Headquartered in Houston, Texas, House Mosaic Holdings, LLC, is a real estate company doing business as Urban Mosaic Homes. It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-30473) on Feb. 5, 2018. In the petition signed by Amelia Jarmon, managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Jeff Bohm presides over the case. Margaret Maxwell McClure, Esq., at Law Office of Margaret M. McClure, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. I-17 PROPERTIES: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: I-17 Properties NNY, LLC 3320 W. Cheryl Dr., #B116 Phoenix, AZ 85051 Business Description: I-17 Properties NNY, LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). I-17 Properties is the 100% owner of a real property located at 10004 North 26th Drive, Phoenix, Arizona, valued by the company at $1.80 million. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-07133 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtor's Counsel: Donald W. Powell, Esq. CARMICHAEL & POWELL, P.C. 6225 North 24th Street. #125 Phoenix, AZ 85016 Tel: 602-861-0777 Fax: 602-870-0296 E-mail: d.powell@cplawfirm.com Total Assets: $1.93 million Total Liabilities: $2.41 million The petition was signed by Gregory A. Weltsch, manager. The Debtor lists Direct Capital Finance as its sole unsecured creditor holding a claim of $70,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb18-07133.pdf ICONIX BRAND: Peter Cuneo Named Interim Chief Executive Officer --------------------------------------------------------------- Peter Cuneo, executive chairman of the Board of Directors of Iconix Brand Group, Inc., will serve as interim chief executive officer, effective immediately. John Haugh has resigned as chief executive officer, president and a member of the Board to pursue other opportunities, also effective immediately. The Board has retained an executive search firm to assist with the process to identify a permanent CEO. Drew Cohen, lead independent director of the Iconix Board, said, "The Iconix Board regularly evaluates leadership to ensure that we have the right mix of skills and experience in place to drive growth and value creation for all of our stockholders. Iconix has made steady progress on a range of financial initiatives, including strengthening our balance sheet and addressing near-term debt obligations. As we continue to work diligently to build a platform for sustainable growth that fully capitalizes on the strength of our global brand portfolio, the Board is committed to putting in place a strong leadership team that is able to successfully execute on these goals. "We are fortunate to have someone of Peter's caliber, with an extensive track record of revitalizing leading consumer brands and direct experience leading Iconix as Interim CEO from August 2015 to April 2016, to step in as Interim CEO while we identify a permanent successor. We are grateful to John for his service to Iconix during his years as CEO and for the contributions he has made in positioning the Company for the future. We wish him well in his future endeavors," Mr. Cohen continued. Mr. Cuneo, said, "I am committed to helping Iconix as Interim CEO at this important time in the Company's history. We are addressing the challenges facing the Company head on, and are moving forward with focus and a sense of urgency. I look forward to working closely with the Board and management team as we search for a permanent CEO and best position Iconix to deliver growth and stockholder value creation." As interim chief executive officer, Mr. Cuneo will receive a monthly salary of $83,333 for the period beginning on June 15, 2018 and ending three months thereafter. In the event that the Company hires a permanent chief executive officer prior to the expiration of the term, Mr. Cuneo will continue to receive a monthly salary of $83,333 for the remainder of the term. If Mr. Cuneo resigns as interim chief executive officer prior to the expiration of the term or is terminated for cause by the Company, no further salary will be payable following that resignation or termination. Mr. Cuneo will receive an award of 50,000 fully vested restricted shares of the Company's common stock promptly following the commencement of the term, and those shares will be priced at the closing price of the Company's stock on the first day of the term. About Peter Cuneo Peter Cuneo is a recognized leader in business turnarounds. Since 1983, he has completed seven turnarounds of distressed branded businesses in the global media and consumer products sectors. From 1999 to 2009, Peter played a lead role in the turnaround of Marvel Entertainment Inc. (MVL). As president and CEO, he led Marvel, post-bankruptcy, to a prominent position in the entertainment industry. He then served as vice chairman of the Board, providing active strategic leadership as Marvel continues to grow into one of the world's leading entertainment brands. This culminated in its $4.4 billion sale to Disney at the end of 2009. Previously, Peter was president and CEO of Remington Products Company. He joined the company as it was near bankruptcy and, in less than four years, executed a successful turnaround of the business and facilitated its sale to private equity investors. Peter has also served as president of the Security Hardware Group of the Black & Decker Corporation, president of Bristol-Myers Squibb Pharmaceutical Group in Canada and president of the Clairol Personal Care Division. Peter is currently the managing principal of Cuneo & Company, LLC, a private investment and management company. Peter currently sits on the Board of the Foundation for the National Archives in Washington, DC as co-head of the Development Committee. Peter served two tours as a Lieutenant in the U.S. Navy in the Vietnam War. He received his MBA from Harvard Business School and holds a Bachelor of Science in Glass Science (Ceramic Engineering) from Alfred University, where he has served on the Board of Trustees since 1990. Peter recently completed six years as chairman of Alfred's Board and was awarded an honorary doctorate degree in 2013. About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. Iconix Brand owns, licenses and markets a portfolio of consumer brands including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $489.3 million in 2017, a net loss attributable to the Company of $252.1 million in 2016 and a net loss attributable to the Company of $186.5 million in 2015. As of March 31, 2018, Iconix Brand had $852.4 million in total assets, $832.5 million in total liabilities, $29.79 million in redeemable non-controlling interest and a $9.86 million total stockholders' deficit. The Company stated in its 2017 Annual Report that due to certain developments, including the decision by Target Corporation not to renew the existing Mossimo license agreement following its expiration in October 2018 and by Walmart, Inc. not to renew the existing Danskin Now license agreement following its expiration in January 2019, and the Company's revised forecasted future earnings, the Company forecasted that it would unlikely be in compliance with certain of its financial debt covenants in 2018 and that it may otherwise face possible liquidity challenges in 2018. The Company said these factors raised substantial doubt about its ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. INFINITY CUSTOM: Stewarts Buying Winter Park Property for $750K --------------------------------------------------------------- Infinity Custom Homes, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of a parcel of vacant land located at 130 W. Lake Sue, Winter Park, Florida to Stanley and Carla Stewart for $750,000. The Debtor holds fee simple title, as trustee of the Lake Sue 130 Trust, to the Property, which is encumbered by a first mortgage lien in favor of Knight Spartan Fund Series I, LP in the amount of $559,288 and a junior mortgage lien in favor of Boyd Management, LLC in the amount of $80,000. The total value of all liens encumbering the Property is $639,288. On April 20, 2018, the Debtor filed its original motion requesting approval of the sale of the Property. The April Sale Motion was an all cash purchase offer from Floridian Construction Group, LLC for a total purchase price of $765,000. Floridian has withdrawn its offer. On May 17, 2018, the Debtor, on behalf of the Trust, entered into a new contract with the Purchasers for the Property. The Purchasers' offer is memorialized in an "as-is" residential contract for sale and purchase which contemplates that the Trust will sell the Property to the Purchasers, for a total purchase price of $750,000, with $30,000 initial deposit. The Sale Contract further provides that the closing date for the purchase of the Property will take place by July 2, 2018, pending entry of a final order authorizing the sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Infinity_Custom_90_Sales.pdf In light of the foregoing, the Debtor submits that sale of the Property to the Purchasers has all the earmarks of the sound exercise its business judgment and satisfies one or more of the conditions set forth in section 363(f). As such, it asks: (i) authorization to sell the Property to the Purchasers, with any liens on the Property to attach to the sale proceeds; (ii) authorization to pay all costs in connection with the such sale; and (iii) authorization to hold the net proceeds from the sale of the Property in escrow pending further order of the Court. In addition, the Debtor asks the Court finds that Purchasers are purchasing the Property in good faith and is entitled to the protections of Bankruptcy Code section 363(m), whereby a reversal or modification of the Court's order approving the sale will not affect the validity of the sale. About Infinity Custom Homes Infinity Custom Homes, LLC, headquartered in Winter Park, Florida, is engaged in activities related to real estate. Its principal assets are located at 1761 Legion Drive; 1550 Hibiscus Avenue; 1640 Oneco Avenue; and 130 W. Lake Sue Avenue. Infinity Custom Homes, LLC, based in Winter Park, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00622) on Feb. 2, 2018. In the petition signed by David P. Croft, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine, LLP, serves as bankruptcy counsel to the Debtor. ITM ENTERPRISES: Compass Bank Objects to Disclosure Statement ------------------------------------------------------------- Compass Bank objects to the disclosure statement explaining ITM Enterprises, LLC's plan of reorganization, complaining that the Disclosure Statement should not be approved because it fails to provide Compass with adequate information as required by 11 U.S.C. Section 1125 (b). Compass is the Debtor's largest secured creditor and holds a blanket lien and security interest against substantially all of Debtor's personal property assets. The collateral secures two US Small Business Administration Notes executed by Debtor. Compass points out that the Plan lists it as a Class 3 Claimant and states that Compass will be paid in full in 180 equally monthly installments. The Disclosure Statement further states that "Exhibit B" represents projections of gross income, expenses and net operating income for the next year and that those income projections will be used to fund the plan. Exhibit B shows that the proposed payments to Compass equal $3467 per month which under the plan would be paid for 180 months. The Disclosure Statement does not show the basis for any projections for the 15 year period during which payments are proposed to be paid to Compass, the bank points out. The Disclosure Statement further does not reflect sufficient detail of costs and expenses and other relevant financial information necessary to determine the feasibility for the payments to be made, particularly in the light of the fact that this business location is less than one year old, Compass further points out. Compass Bank is represented by: Jack M. Kuykendall, Esq. Law Offices of Jack M. Kuykendall 15601 Dallas Parkway, Suite 900 Addison, TX 75001 Tel: 972-383-1540 Fax: 972-200-9933 E-mail: jmkesq@integrity.com About ITM Enterprises ITM Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 18-40767-11) on Feb. 28, 2018. The Debtor hired Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as counsel. JAMES EHLERS: Perrys Buying Dillon Condo Unit for $432K ------------------------------------------------------- James W. Ehlers asks the U.S. Bankruptcy Court for the Eastern District of Wisconsin to authorize the sale of real property and personal property located at 22714 US Hwy. 6, Dillon, Colorado, a condominium unit, to Craig Perry and Jill Perry for $432,000. The Debtor owns the Property. The Property consists of a vacation home located in a popular destination for skiing. The real estate is subject to a mortgage with Ditech Financial, LLC. On Nov. 10, 2016, Ditech filed a proof of claim in the amount of $183,108. As of May 16, 2018, the balance remaining on Ditech's claim was $158,861 for money loaned. Ditech asserts that its loan is secured by a mortgage on the real estate portion of the Property. The Ditech Mortgage acts as a lien against the Property. Subject to Court approval, the Debtor will sell the Property for a purchase price of $432,000. The total purchase price exceeds the balance of Ditech's claim. Accordingly, there will be a surplus after satisfaction of the Ditech Mortgage. Contemporaneous to the Motion, the Debtor has filed an application to employ Craig Walsh, Walsh and Associates of Slifer Smith & Frampton Real Estate to act as his real estate broker. Part of Walsh's engagement consisted of marketing the Property. The Debtor retained the Walsh based upon his reputation as a leading real estate broker of luxury properties in the area of the Property. Immediately upon listing the Property with Walsh, the Debtor received three offers to purchase the Property. The Debtor asked each potential buyer submit their best and final offer. The Purchasers' offer was the highest and best with a down payment of 30%. The Purchasers have further agreed that if the Property appraises below the purchase price they will personally finance the balance. The purchase price is reasonable in light of recent comparable sales at $490 and $500 per square foot compared to $525 per square foot for the Debtor's Property. After consulting Walsh, the Debtor agrees that $432,000, with $10,000 as earnest money deposit, and terms of the Purchase Agreement is the best offer for the Property at this time and have accepted the Purchase Agreement. The closing of the sale of the Property is contingent upon approval of the Bankruptcy Court. The Debtor will transfer his interest in the Property to the Purchaser free and clear of al liens, interests, claims, and encumbrances, with liens to attach to the proceeds of the sale. Those liens and encumbrances include, without limitation, the Ditech Mortgage, any association dues and any real estate taxes. Any real estate taxes, association dues, and the balance of the Ditech Mortgage will be paid at closing. After disbursement of sales proceeds to pay the balance of Ditech's claim and satisfy the Ditech Mortgage, real estate taxes, association dues, and any other secured claim, the balance of the sale proceeds will be held by the Debtor in his DIP accounts. If no objection to this Motion is timely filed, the Debtor asks that the Court waives any stay requirement under Fed. R. Bankr. P. 6004(h) if the Debtor and the Purchasers agree to the waiver. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/James_Ehlers_161_Sales.pdf James W. Ehlers filed a voluntary petition for relief under Chapter 13 of the Bankruptcy Code on Sept. 7, 2016. The case was converted to one under Chapter 11 (Bankr. E.D. Wis. Case No. 16-29505-BEH) on Aug. 14, 2017. JARRETT HOUSE: Seeks Approval of Sylva Property Lease/Purchase Deal ------------------------------------------------------------------- The Jarrett House, Inc., asks the U.S. Bankruptcy Court for the Western District of North Carolina to authorize it to enter into the Letter of Intent for Lease with Purchase Option with Carol Dollar and Virginia McCaskill in connection with the lease, with option to purchase, of the three parcels (hotel and rental house, located at 518 Haywood Road, Sylva, North Carolina, and 74 Hill Street Sylva, North Carolina (not included in the lease, but included in the purchase). A copy of the Letter of Intent attached to the Motion is available for free at: http://bankrupt.com/misc/Jarrett_House_64_Sales.pdf The Debtor is the owner of the real estate. It is of the opinion that it is in its best interest, as well as the interest of its creditors, that it enters into the Letter of Intent to lease and potentially purchase the property located at 518 Haywood Road, Sylva, North Carolina, along with the out buildings to Dollar and McCaskill, as provided in the Motion. The parties are in need of an Order of the Court authorizing the lease and possible purchase. The Debtor respectfully prays that an Order be entered authorizing it to enter into the Letter of Intent, free and clear of liens if purchased. About The Jarrett House The Jarrett House, Inc., is a privately-held company engaged in the real estate business. It is the fee simple owner of a hotel and rental house located at 518 Haywood Road, Sylva, North Carolina, valued at $1.89 million. Jarrett House sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 17-20099) on Oct. 23, 2017. In the petition signed by Constantine Roumel, president, the Debtor disclosed $2.79 million in assets and $2.45 million in liabilities. Judge George R. Hodges presides over the case. Pitts, Hay & Hugenschmidt, P.A., is the Debtor's bankruptcy counsel. KADMON HOLDINGS: Goldentree Asset Cuts Stake to 3.2% ---------------------------------------------------- Goldentree Asset Management LP, Goldentree Asset Management LLC and Steven A. Tananbaum disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of June 14, 2018 they beneficially own 3,631,681 shares of common stock of Kadmon Holdings, Inc., constituting 3.2 percent of the shares outstanding. The percentage is based on 110,674,877 shares of Common Stock outstanding as reported in the Issuer's prospectus supplement filed with the SEC on June 12, 2018, plus 2,313,225 shares of Common Stock of the Issuer issuable upon the conversion of the Preferred Stock of the Issuer on an as-converted basis (including shares of Common Stock that are issuable in respect of accrued and unpaid dividends on the Preferred Stock as of June 14, 2018) and 219,828 shares of Common Stock issuable upon the exercise of the Warrants on an as-converted basis. A full-text copy of the regulatory filing is available at: https://is.gd/1kPgJ1 About Kadmon Holdings Based in New York, 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. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.5 million in 2016, and a net loss attributable to common stockholders of $147.1 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. KONA GRILL: BDO USA Replaces Ernst & Young as Auditors ------------------------------------------------------ The Audit Committee of the Board of Directors of Kona Grill, Inc., recently conducted a competitive process to determine the Company's independent registered public accounting firm for the year ending Dec. 31, 2018. The Audit Committee invited several accounting firms to participate in this process, including Ernst & Young LLP, the Company's independent registered public accounting firm since 2001. As a result of this process and following careful deliberation, on June 12, 2018, the Company dismissed EY as the Company's independent registered public accounting firm. The reports of EY on the Company's consolidated financial statements as of and for the years ended Dec. 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company said that during its two most recent fiscal years and the subsequent interim period preceding EY's dismissal, there were no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. On June 15, 2018, the Audit Committee selected BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2018, subject to completion of its standard client acceptance procedures. During the Company's two most recent fiscal years and the subsequent interim period preceding BDO's selection, neither the Company nor anyone on its behalf consulted with BDO with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K. About Kona Grill Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 46 restaurants in 23 states and Puerto Rico. The Company's restaurants offer freshly prepared food, attentive service, and an upscale contemporary ambiance. Additionally, Kona Grill has three restaurants that operate under a franchise agreement in Dubai, United Arab Emirates; Vaughan, Canada and Monterrey, Mexico. Kona Grill incurred a net loss of $23.43 million in 2017 and a net loss of $21.62 million in 2016. As of March 31, 2018, Kona Grill had $87.01 million in total assets, $83.84 million in total liabilities and $3.16 million in total stockholders' equity. The Company has incurred losses resulting in an accumulated deficit of $79.7 million, has a net working capital deficit of $7.6 million and outstanding debt of $37.8 million as of Dec. 31, 2017. The Company said in its 2017 Annual Report that these conditions together with recent debt covenant violations and subsequent debt covenant waivers and debt amendments, raise substantial doubt about its ability to continue as a going concern. LORAC COSMETICS: Equity Partners Was Advisor in Sale to Markwins ---------------------------------------------------------------- Equity Partners HG, a premier M&A advisory firm to middle market companies in transition, on June 19, 2018, disclosed that it acted as investment banker to LORAC Cosmetics, LLC, in a recently completed sale by U.S. Bank pursuant to Article 9 of the Uniform Commercial Code of the assets of the Company to Markwins Beauty Brands ("Markwins"). Founded in 1995 by Hollywood beauty legend, Carol Shaw, LORAC was one of the original celebrity cosmetic brands with prominent product offerings that included Pro Palette, Alter Ego, and Mega Pro. The Company's sales were primarily to retail stores throughout the United States including ULTA and Kohl's, as well as HSN, and through various websites. LORAC also enjoyed a robust social media presence with over 850,000 Facebook likes and over 2 million Instagram followers. Commenting on the sale, Chief Restructuring Officer, Robert O. Riiska of Focus Management, stated, "I think the assets of the Company fit really well with Markwins' existing business and this is a great opportunity for Markwins. As part of Markwins, the LORAC brand is well positioned to grow and continue to be successful as a result of the sale. Equity Partners did an excellent job with the marketing of the Company, and we believe the best result was achieved." Markwins Beauty Brands is a global leader in beauty and cosmetics. The company, founded in 1984 by CEO Eric Sung-Tsei Chen, is distinguished by groundbreaking product innovation, reimagined go-to-market strategies, and leading-edge supply-chain dynamics. From humble, disruptive origins, the company -- famous early as the pioneer of compact palettes and gift sets -- stands today as one of beauty's largest privately-held firms and is recognized within the industry as a top "brand builder." With a brand portfolio that includes wet n wild(R), Physicians Formula(R), Black Radiance(R), Lip Smacker(R), and Bonne Bell(R), the company commands a US FDM share of almost 10, and is enjoying growth that vastly outpaces the industry. With distribution in over 80,000 doors and 80 countries, Markwins Beauty Brands can be found in retail outlets including Department, Specialty, Mass, Drug, and Food stores. Matt LoCascio, a Managing Director at Equity Partners HG, stated, "We were eager to work with such a well-known brand like LORAC and believe we found the right caretaker for the brand in Markwins. LORAC's brands are an excellent complement to Markwins already impressive portfolio and it seems the acquisition should only broaden the reach of both brands." Professionals who worked in the case include: -- Robert O. Riiska of Focus Management served as Chief Restructuring Officer of LORAC; -- Tom Kelly and Peter Nelson of Dorsey & Whitney LLP served as counsel for the secured lender, U.S. Bank National Association; -- C. John M. Melissinos of Greenberg Glusker Fields Claman & Machtinger LLP provided representation to LORAC; -- Robert Gaida and Derek Herbert of Stifel served as the investment banker to Markwins Beauty Brands; and -- David A. Zaheer of Latham & Watkins LLP served as counsel for Markwins Beauty Brands. About Equity Partners Equity Partners HG -- http://www.EquityPartnersHG.com-- based in Easton, MD, provides boutique investment banking services for special situations and middle market companies. Recognized as the nation's leader in maximizing value for businesses and properties in transition, Equity Partners HG uses a proven process that has provided solutions for over 500 clients throughout the United States since 1988, preserving more than 50,000 jobs. Equity Partners HG is a wholly owned subsidiary of Heritage Global Inc. (OTCQB: HGBL and CSE: HGP). MEDPLAST HOLDINGS: S&P Gives 'B' Corp Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Tempe, Ariz.-based MedPlast Holdings Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating to the company's $70 million revolving credit facility and $500 million first-lien debt. The recovery rating is '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. "In addition, we assigned our 'CCC+' issue-level rating to MedPlast's second-lien term debt ($225 million). The recovery rating is '6', indicating our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of payment default." MedPlast, a contract manufacturer organization (CMO) focused on manufactuing, assembly, and packaging of complex plastic materials, components and finished devices predominantly for health care end markets, is acquiring the AS&O business segment from Integer Holdings Corp. (B/Positive/--) for $600 million. The acquisition significantly expands the company's size, market breadth, and capabilities, adding specialization in metal components, orthopedics (hip and knee implants), advanced surgical (one-time sterile hand-held equipment) and cardiovascular (syringes, plungers, etc.) devices. About 6% of the company's revenues relate to the industrial segment. The stable rating outlook reflects S&P's base-case forecast of mid-single-digit organic revenue growth, supplemented by modest acquisitions, good free cash flow generation over the next two years, and leverage sustained above 5x under financial sponsor ownership. METRO-GOLDWYN-MAYER INC.: Moody's Cuts CFR to Ba3; Outlook Negative ------------------------------------------------------------------- Moody's Investors Service downgraded Metro-Goldwyn-Mayer Inc.'s ("MGM") corporate family rating (CFR) to Ba3 from Ba2 and probability of default rating to Ba3-PD from Ba2-PD due to a change in financial policy resulting in higher than expected near-term leverage and higher longer-term leverage targets. In addition, the company plans to refinance its debt. As a result, Moody's assigned a Ba2 rating to the company's new 1st lien senior secured credit facilities consisting of a $1.6 billion revolving credit facility due 2023 (upsized from the existing $1 billion revolver) and a $400 million term loan due 2025, and assigned a B2 rating to its new $500 million 2nd lien senior secured term loan due 2026. At the close of the transaction, there will be approximately $437 million drawn under the new revolving credit facility. Proceeds from the new term loans and revolver draw will be used to repay the existing $850 million term loan and the $487 million expected to be drawn under the existing $1 billion revolving credit facility. The addition of the 2nd lien structure provides lift to the first lien senior secured credit facility ratings, which are rated Ba2, one notch above the Ba3 CFR. Moody's will withdraw the existing 1st lien term loan and revolving credit facility ratings upon close of the transaction, expected at the end of June 2018. The outlook is changed to negative from stable. Assignments: Issuer: Metro-Goldwyn-Mayer Inc. $1600mm Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba2 (LGD3) $400mm Gtd Senior Secured 1st Lien Term Loan, Assigned Ba2 (LGD3) $500mm Gtd Senior Secured 2nd Lien Term Loan, Assigned B2 (LGD5) Downgrades: Issuer: Metro-Goldwyn-Mayer Inc. Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD Corporate Family Rating, Downgraded to Ba3 from Ba2 Outlook Actions: Issuer: Metro-Goldwyn-Mayer Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE MGM's Ba3 CFR reflects high leverage for 2018 and 2019 due to accelerated spending on film and television content, including a ramping of upfront spending on content to bolster the company's EPIX premium pay TV network, and Moody's expectations of gradually declining leverage thereafter towards around 2.5x (including Moody's standard adjustments). The high leverage compared to the historical modest debt and leverage levels resulted from both the initial increase from the $855 million debt-financed (net of cash acquired) EPIX acquisition in May 2017 and the higher than expected planned increase in film and TV content spend extended through 2020. Prior to the company's debt-financed acquisition of the EPIX stake that it did not already own, debt was modest and free cash flows have been historically stable and strong. However, with the new upsized revolver, Moody's expects the company to make significantly higher investments in content to ramp up more quickly original EPIX series to expand its distribution and subscriber base. Moody's believes that the front-end spending on the company's film (including the next Bond film) and television slate are strategically beneficial, but financing the build up with all debt adds financial risk to business risks that are higher than average. Moody's anticipates the build up to negatively impact credit metrics through 2020. As a result, Moody's anticipates that free cash flow will be negatively impacted through 2019 and debt reduction will not ramp back up until 2020 and 2021. In Moody's opinion, the higher leverage and change in financial policy is a departure from the company's very conservative financial policies espoused by its departing CEO Gary Barber, who had led the company since it emerged from bankruptcy in 2010. The company also intends to borrow additional debt to consummate a strategic share repurchase, which Moody's believes will add about three quarters of a turn of leverage. It is possible that MGM will take steps to mitigate the negative impact on debt and leverage from the share repurchase, in which case the rating outlook may be stabilized. Absent this action, the debt funded purchase could lead to a further downgrade in the near-term. Although Moody's believes the EPIX acquisition provides synergy opportunities, further diversification of revenue and additional growth opportunities long term, the materially higher debt taken on and additional debt funded investments in content expected adds much additional financial risk to the balance sheet. Moody's notes that EPIX has been an underperforming asset that has yet to achieve full US distribution. The rating also reflects risks associated with new film production that typically is funded from the company's library cash flows which now are being diverted, and reflects uncertainty surrounding theatrical performances of films and substantial upfront costs involved in producing, marketing and distributing films. The company typically fields a relatively modest slate of films and has had a good industry box office record to date, particularly benefiting from the successful James Bond franchise. By its nature, television is inherently less financially risky over time as series with solid avidity can be sustained longer, and represents an important area of growth for the company, both in terms of supporting the growth plans for EPIX and as a provider of TV content for other company outlets. Moody's remains cautious about volatility inherent in the motion picture industry and notes that expectation of modest leverage levels was key to the previous Ba2 rating, given the potential for steep deterioration in profitability and cash flows from lackluster theatrical performances of feature films. Accordingly, Moody's believes it is imperative for companies in the feature film and television production and distribution business to operate with modest debt levels in their capital structure and maintain a strong balance sheet. Moody's expects that the company will invest a considerable amount on new content and will have significant negative cash flows through 2019, and as a result, leverage will be elevated over the next 24 months. After that, the ratings incorporate the expectation that leverage will decline by nearly a turn each year thereafter until it approximates 2.5x. Any delays in that trajectory could impact the ratings in the future. In addition, Moody's expects that MGM will sustain adequate liquidity while generating negative free cash flow in the near term due to the ramp up in spending. As the company's rating is expected to be weakly positioned through 2019, an upgrade is unlikely. A rating downgrade could occur if a deleveraging trajectory is not on track by 2020 and leverage is sustained above 3.0x (Moody's adjusted). The rating could also be downgraded if the company's liquidity position comes under pressure, or cash flow generation does not improve following the period of capital intensive content investments. Significant ratings pressure would also be prompted by a radical or permanent shift towards even more aggressive financial policies or a stumble by MGM's new and yet proven leadership team as a group. Metro-Goldwyn-Mayer Inc., based in Beverly Hills, California, produces and distributes motion pictures, television programming, home videos, interactive media, music, and licensed merchandise. It owns a library of films and television programs and holds ownership interests in domestic and international television channels. Revenues for LTM ended 3/31/2018 were approximately $1.3 billion. As of March 31, 2018, Anchorage Capital Partners, Highland Capital Partners and Solus Alternative Asset Management each individually, or together with their affiliated entities, owned more than 10% of the issued and outstanding shares of common stock of MGM Holdings. MGM Holdings is the ultimate parent company of the MGM families of companies, including its subsidiary Metro-Goldwyn-Mayer Inc. METRO-GOLDWYN-MAYER INC: S&P Lowers ICR to 'B+', Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on California-based Metro-Goldwyn-Mayer Inc. to 'B+' from 'BB-'. The outlook is stable. S&P said, "We also lowered our issue rating on the company's senior secured credit facility to 'BB' from 'BB+'. The recovery rating remains '1', indicating our expectation of very high recovery (90%-100%; rounded estimate: 90%) of principal in the event of a payment default. The ratings on this debt will be withdrawn once the debt is repaid. "At the same time, we assigned our 'BB' issue rating and '1' recovery rating to the company's new senior secured $400 million first-lien term loan and $1.6 billion revolver. The '1' recovery rating indicates our expectation of very high recovery (90%-100%; rounded estimate: 90%) of principal in the event of a payment default. "We also assigned our 'B-' issue rating and '6' recovery rating to the new $500 million second-lien term loan. The '6' recovery rating indicates our expectation of negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a payment default. "The downgrade follows our expectation that MGM is planning to strategically repurchase $260 million of shares from one shareholder. We expect MGM to draw on its RCF to fund the share repurchase, which will increase leverage and further delay its deleveraging plans. Consequently, we no longer expect the company will reduce leverage to below 3.75x by midyear 2020, which was required for the 'BB-' corporate credit rating. In parallel, the company has announced a refinancing, which we consider neutral to leverage. Despite expected EBITDA growth with the Bond film release in November 2019, and our anticipation that Epix will deliver meaningful growth through newly signed distribution agreements, we believe incremental investments in content and the share repurchase will weigh on MGM's leverage and cash flow for at least 18-24 months. Excluding pro forma adjustments, MGM's first-quarter 2018 adjusted leverage ratio was 3.1x on a rolling-12-month basis as of March 31, 2018. We expect leverage to exceed 5x at the end of 2018, before moderating to the high 4x range by the end of 2019, with negative operating cash flow in both years. "The stable outlook on MGM over the next 12 months reflects our expectation that, while adjusted leverage will rise above 5x at the end of 2018 and remain in the high 4x range by the end of 2019, with negative operating cash flow both years due to incremental investments in content and the share repurchase, the company will be able to reduce leverage to, and maintain it below, 4.75x on a sustained basis. This is because the company's content library and TV production studio will continue to generate healthy cash flows and its franchise films will perform in line with prior releases. "We could lower the rating if we no longer expect the company to reduce leverage below 4.75x by midyear 2020 on a sustained basis, or we are convinced that the business is not on a path to consistently generate cash flow at Epix. This could happen if the investment in original programming at Epix does not result in meaningful subscriber growth, if the company experiences underperformance in its film slate, particularly its franchise film releases, or if the company undertakes further financial policy decisions that may further depress its credit metrics." An upgrade would require not only meaningful deleveraging but also success with the company's film slate including additions to its list of franchise films and strong subscriber growth at Epix that would offset the increased content and marketing spend. This would result in healthy EBITDA growth and a resumption in healthy cash flow generation and leverage falling below 3.75x on a sustained basis with the company committing to a financial Policy consistent with this level of leverage. METROHEALTH: Fitch Affirms Then Withdraws BB Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has affirmed MetroHealth's (OH) Issuer Default Rating (IDR) and revenue bond rating at 'BB'. The Rating Outlook is Stable. Simultaneously, Fitch has chosen to withdraw the ratings for commercial reasons. RATING SENSITIVITIES Rating Sensitivities do not apply as the ratings have been withdrawn. CREDIT PROFILE MetroHealth is a component unit of Cuyahoga County and the system provides a comprehensive range of services that include a Level I trauma center, Level II pediatric trauma center, Level III neonatal intensive care unit, and regional burn unit. The main facility is MetroHealth Medical Center located in Cleveland, OH. In early 2016, MetroHealth integrated four former HealthSpan locations, which strengthened its ambulatory footprint. MetroHealth has multiple outpatient sites throughout the area that include medical office buildings, freestanding emergency rooms, and ambulatory surgery centers. As of early 2018, MetroHealth opened two new micro hospital satellite locations in Parma and Cleveland Heights. In fiscal 2017 the system recorded over $1.1 billion in operating revenue. MGM RESORTS: Fitch Rates $500M Unsec. Notes Due 2025 'BB'/'RR3' --------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR3' rating to MGM Resorts International's (MGM) announced $500 million senior unsecured notes maturing 2025. MGM's Issuer Default Rating (IDR) is currently 'BB'/Stable. Proceeds will be used for general corporate purposes, which could include refinancing existing debt, funding a portion of recent acquisitions, and shareholder returns. KEY RATING DRIVERS Credit Profile Improving: Fitch forecasts MGM Resorts International to de-lever at around 5.0x on a gross basis by year-end 2019, pro forma for the 2025 note offering. De-levering will come primarily from EBITDA growth, as MGM Cotai ramps up, MGM Springfield opens, and Empire City casino is acquired (early 2019). MGM desires to achieve net leverage of 3x-4x by year-end 2018 (Fitch's calculation of net leverage is roughly 0.7x higher). MGM's FCF profile is also improving, set to reach $1.3 billion-$1.4 billion annually by 2019. Upward credit momentum may be slowed by a new large-scale, heavily debt-funded project or a pullback in U.S. economic growth. Favorable Asset Mix: Since 2016, MGM has improved its overall geographic diversification and expanded its "M Life Rewards" program. This has been achieved through acquisitions, like Atlantic City's Borgata (2016) and New York's Empire City Casino (est. 2019 closing), and new developments. Fitch has a positive view on MGM's developments, which include MGM National Harbor (opened December 2016), MGM Cotai (opened February 2018) and MGM Springfield (est. September 2018). Fitch generally expects good return on investment for these developments. MGM Growth Properties: MGP is roughly 75% owned (pro forma for Empire City acquisition) and effectively controlled by MGM. Therefore, Fitch analyzes MGM and MGP largely on a consolidated basis. Due to the bulk of the assets being at MGP and certain separation provisions in place at MGP, Fitch believes MGP is a slightly stronger credit, relative to MGM. As the MGM corporate complex migrates up the rating spectrum, Fitch will view MGP more on par with MGM. Positive on Las Vegas: Fitch is positive on the Las Vegas Strip, which represents about 60% of MGM's consolidated revenues. The Strip should benefit from continued strength in the convention business and limited new lodging supply. However, Fitch expects the growth of certain operating indicators to decelerate as the recovery is entering its ninth year and a number of indicators have reached prior-cycle peaks. Macau on Solid Footing: Fitch forecasts 14% growth in Macau gross gaming revenues for 2018, which reflects the continued health of VIP and premium mass segments, albeit with some deceleration from 2017. MGM will gain market share following the opening of its first Cotai property, which Fitch forecasts will generate nearly $350 million in incremental EBITDA. Fitch's positive view on Macau is supported by an expanding middle class in China and infrastructure development in and around Macau. Fitch feels upcoming concessions renewals will be a pragmatic process as the government values stability in the marketplace. DERIVATION SUMMARY MGM's current 'BB' IDR considers the issuer's gross debt/EBITDA close to 5.0x (pro forma for annualized MGM Cotai, recent acquisitions, and the 2025 note offering), improving FCF profile as its development pipeline winds down, and its geographically diverse set of best-in-class assets. There is headroom for funding of another large scale project or a moderate operating downturn at the current 'BB' rating level given MGM's liquidity profile and moderate leverage. MGM's liquidity is strong with $1.7 billion in excess cash on hand (net of estimated cage cash and pro forma for the 2025 note offering) and an improving FCF profile. Fitch links MGM China's IDR to MGM's. Fitch analyzes MGM on a consolidated basis after adjusting for distributions to minority interests and distributions from unconsolidated entities. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Same-store domestic revenues grow about 1%-2% per year on average, with higher assumed growth at properties on the Las Vegas Strip; -- Wholly-owned EBITDA margins remain near 30%; -- MGM China generating about $870 million of EBITDA in 2019, which factors in about $350 million EBITDA at MGM Cotai; -- Incremental EBITDA from MGM Springfield (opens August 2018) and Empire City acquisition (closes early 2019) of roughly $100 million and $70 million, respectively; -- 5% annual growth for the parent level dividend and a majority of cash flow from operations less capex at MGM China and MGM Growth Properties is distributed; -- $1 billion in annual share repurchases; -- $3.6 billion in note maturities from 2018-2021 are refinanced. MGM Cotai's credit facility is refinanced prior to meaningful amortization; -- Fitch's base case forecast does not include any additional developments in new jurisdictions (e.g. Japan). RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- MGM's IDR could be upgraded to 'BB+' as MGM's leverage metrics, after adjusting for distributions to minority holders and from unconsolidated subsidiaries, approach 4.5x gross and 4.0x net. Fitch will consider the continuation of the stable or positive trends in Las Vegas and Macau, the renewal of the Macau concession, and MGM's commitment to its balance sheet when contemplating further positive rating actions. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Fitch would consider a Negative Outlook or downgrade if leverage remains above 6.0x for an extended period of time past 2017, due to potentially weaker than expected operating performance, debt funding a new large-scale project or acquisition, or taking a more aggressive posture with respect to financial policy. LIQUIDITY MGM's liquidity is strong and is set to improve further as annual discretionary FCF grows toward $1.6 billion-$1.7 billion by 2019. Per Fitch's base case, the primary use of the FCF will be to support continued ramp up in shareholder returns. MGM recently authorized a new $2 billion repurchase program after completing its first $1 billion authorization in less than a year. MGM also pays roughly $250 million in annual parent dividends. Other uses of cash through 2021 include $3.6 billion in debt maturities and $675 million in remaining capex for MGM Cotai and MGM Springfield, though Fitch assumes a bulk of MGM's debt maturities are refinanced. As of March 31, 2018, additional sources of liquidity include $1.2 billion in consolidated excess cash (net of estimated cage cash) and $1.8 billion in consolidated revolver availability. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: MGM Resorts International -- Senior unsecured notes due 2025 'BB'/'RR3'. Fitch currently rates the following: MGM Resorts International -- Long-Term IDR 'BB'; Outlook Stable; -- Senior secured credit facility 'BBB-'/'RR1'; -- Senior unsecured notes 'BB'/'RR3'. MGM China Holdings, Ltd (and MGM Grand Paradise, S.A. as co-borrower) -- Long-Term IDR 'BB'; Stable Outlook; -- Senior secured credit facility 'BBB-'/'RR1'. MJM HEALTHCARE: Unsecureds to Get 25% Under Plan ------------------------------------------------ MJM Healthcare, P.C., filed a plan of reorganization and accompanying disclosure statement proposing to pay general unsecured claimants $40,000 or 25% of the allowed general unsecured claim amount. The first payment will be made on Dec. 1, 2018, and payment will be made every six months thereafter until May 31, 2024. Payments will be from the Debtor's cash on hand. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-23252-57.pdf About MJM Healthcare P.C. MJM Healthcare, P.C., a chiropractor, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23252) on Aug. 11, 2017. In the petition signed by Michael Pirollo, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Francis E. Corbett, in Pittsburgh, Pennsylvania, serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. NEW TRIDENT: Moody's Lowers Sr Secured Term Loan Rating to Caa3 --------------------------------------------------------------- Moody's Investors Service appended a limited default (LD) designation to New Trident Holdcorp, Inc's ("New Trident") Probability of Default Rating ("PDR"). Moody's also downgraded the company's senior secured term loan rating to Caa3 from Caa2. All other ratings including the Caa3 Corporate Family Rating and the Ca rating of the 2nd lien term loan due 2020 were affirmed. The company's senior secured revolving credit facility rating was withdrawn as this facility was terminated. The rating outlook remains negative. The appending of the /LD designation reflects the company's recent refinancing transaction, which involved raising of $216 million through a priority first lien term loan (unrated) and significant amendments to the repayment terms of original lenders. The amendments included provisions for non-cash interest and wavier of financial covenants, which disadvantaged the original lenders. Moody's views this refinancing as a distressed exchange under Moody's definition of default, whereby an issuer fails to meet its debt service obligations outlined in the original debt agreement. The /LD will remain in place until the company completes restructuring of its capital structure. The downgrade of the senior secured term loan reflects Moody's expectations of a higher loss given default as this facility ranks junior to the new $216 million priority first lien term loan. Rating Actions: New Trident Holdcorp, Inc. Corporate Family Rating affirmed at Caa3 Probability of Default Rating affirmed at Caa3-PD/LD (LD appended) Senior secured 1st lien term loan downgraded to Caa3 (LGD4) from Caa2 (LGD3) Secured 2nd lien term loan due 2020 affirmed at Ca (LGD5) The rating outlook remains negative The following rating was withdrawn: New Trident Holdcorp, Inc. Senior secured revolving credit facility at Caa2 (LGD3) RATINGS RATIONALE The Caa3 corporate family rating primarily reflects New Trident's weak liquidity and Moody's view that the company's capital structure remains unsustainable with adjusted debt/EBITDA currently in excess of ten times. The rating also reflects the company's weak liquidity. While the new money raised through priority first lien loan has provided liquidity to keep the company's operations running, Moody's believes that this liquidity will dwindle quickly if there is no turn around in the company's operating performance. As of April 30, the company had repaid and cancelled its $70 million revolving credit facility. Therefore, it does not have access to any external liquidity. Despite financial challenges, Moody's believes that the company continues to benefit from its leading position as the largest mobile diagnostic imaging company and breadth of product offerings. The negative outlook reflects the risk that the company will find it challenging to improve earnings and cash flow over the next few quarters. Moody's expects that negative trends in utilization rates will persist as key customers, such as skilled nursing facilities, are seeing declining occupancy rates. Ratings could be further downgraded if the probability of default, including by way of a transaction Moody's would consider a distressed exchange, were to increase. Ratings could be upgraded if the company meaningfully improves its earnings and liquidity. New Trident Holdcorp. Inc., is a 100% owned financing subsidiary of Trident Holding Company, LLC. Trident Holding Company LLC, through its principal operating subsidiary TridentUSA Health Services, provides outsourced ancillary healthcare and clinical services. These include mobile x-ray, ultrasound, teleradiology, mobile clinical and laboratory services to skilled nursing facilities, assisted living, home healthcare, hospice and correctional markets. Trident Holding Company LLC is owned by private equity sponsors Formation Capital, Audax Group, and Revelstoke Capital Partners. NINE WEST: $340 Million Sale to Authentic Brands Approved --------------------------------------------------------- Judge Shelley C. Chapman on June 20, 2018, entered an order approving the sale of Nine West Holdings, Inc.'s Nine West, Bandolino and associated brands to Authentic Brands Group for $340 million. Authentic Brands Group (ABG), owner of a global portfolio of celebrity & entertainment and lifestyle brands, was the successful bidder in the auction conducted under Section 363 of the U.S. Bankruptcy Code. Authentic Brands unit ABG-Nine West LLC's winning bid is valued at more than $340 million in cash and other consideration, which is more than $140 million more than ABG's stalking horse bid. Shoe retailer DSW Inc., the losing bidder at the June 8 auction, has been designated as the "back-up bidder" in accordance with the bidding procedures. A copy of the Sale Order is available at: http://bankrupt.com/misc/Nine_West_404_Sale_Ord_ABG.pdf As part of the transaction, ABG assumes all licensing partnerships and marketing initiatives for the Nine West and Bandolino brands. With respect to the brands' footwear and handbag categories, ABG has appointed Marc Fisher Footwear ("MFF") to operate the footwear businesses and Signal Products, Inc. to operate the handbag and SLG businesses. ABG's attorneys: Richard Chesley, Esq. Ann Lawrence, Esq. DLA PIPER US LLP 444 West Lake Street, Suite 900 Chicago, IL E-mail: Richard.Chesley@dlapiper.com Ann.Lawrence@dlapiper.com Tel: (312) 368-3430 About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NINE WEST: Disclosure Statement Hearing Adjourned Sine Die ---------------------------------------------------------- The hearing on the disclosure statement explaining Nine West Holdings, Inc.'s proposed reorganization plan that was originally scheduled to be heard on June 28, 2018, has been adjourned to a "date to be determined." The Debtors will file a notice of the disclosure statement hearing and objection deadline with the Court and serve on the list of parties entitled to notice when a new date for the Disclosure Statement has been set. As reported in the TCR, the Debtors have filed a plan in accordance with the terms of the Restructuring Support Agreement, and its turnaround strategy of concentrating exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses and selling the Nine West Group's assets. The Plan is expected to chop $900 million from the debtors' $1.6 billion debt. Under the Plan, holders of unsecured term loan claims will receive $150 million second lien facility and most of the new common stock of the reorganized Nine West. General unsecured creditors will receive their pro rata share of the value unencumbered property of the debtors. Holders of interests in the holding company won't receive anything on account of those interests. The Debtors signed the RSA with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade Capital Management, LP, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NINE WEST: Members of Crossover Lenders Group --------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Ad Hoc Group of Crossover Lenders filed a verified statement in the chapter 11 cases of Nine West Holdings and its debtor-affiliates. In June 2017, certain beneficial holders, or investment advisors, sub-advisers or managers of the account of beneficial holders, of prepetition secured term loans and prepetition unsecured term loans contacted King & Spalding LLP to represent them in connection with the potential restructuring of the Debtors. In addition, certain members of the Ad Hoc Group Crossover Lenders hold DIP Term Loans. The individual members of the Ad Hoc Group of Crossover Lenders hold claims or advise, sub-advise or manage accounts that hold claims against the Debtors arising from the Term Loans. As of April 18, 2018, the names, addresses and "the nature and amount of all disclosable economic interests" held by each member of the Ad Hoc Group of Crossover Lenders in relation to the Debtors are: 1. Alden Global Capital LLC 885 Third Avenue, 34th Floor New York, New York 10022 Attn: Michael Monticciolo * $10,000,000 principal amount of Unsecured Term Loans. 2. Carlson Capital, L.P. Carlson Capital, L.P. 2100 McKinney Avenue, Suite 1800 Dallas, Texas 75201 Attn: Legal Department * $37,633,548 principal amount of Secured Term Loans. * $38,019,000 principal amount of Unsecured Term Loans. * $5,804,121 principal amount of DIP Term Loans. 3. CVC Credit Partners, LLC 712 Fifth Avenue, 42nd Floor New York, New York 10019 Attn: Scott Bynum, Francie Ward * $43,683,996 principal amount of Secured Term Loans. * $99,936,219 principal amount of Unsecured Term Loans. * $6,737,265 principal amount of DIP Term Loans. 4. Silvermine Capital Management LLC 281 Tresser Boulevard Stamford, Connecticut 06901 Attn: Jonathan Newman * $12,724,952 principal amount of Secured Term Loans. * $11,673,913 principal amount of Unsecured Term Loans. 5. Trimaran Advisors Trimaran Advisors 295 Madison Avenue New York, New York 10017 Attn: David Lakoff * $7,692,794.00 principal amount of Secured Term Loans. * $3,000,000.00 principal amount of Unsecured Term Loans. Counsel to the Ad Hoc Group of Crossover Lenders: Michael C. Rupe, Esq. Jeffrey D. Pawlitz, Esq. Michael R. Handler, Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, New York 10036 Telephone: (212) 556-2100 Facsimile: (212) 556-2222 E-mail: mrupe@kslaw.com jpawlitz@kslaw.com mhandler@kslaw.com - and - Bradley Thomas Giordano, Esq. KING & SPALDING LLP 444 West Lake Street, Suite 1650 Chicago, Illinois 60606 Telephone: (312) 995-6333 Facsimile: (312) 995-6330 E-mail: bgiordano@kslaw.com About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NINE WEST: Members of Secured Lenders Group ------------------------------------------- In connection with the chapter 11 cases commenced by Nine West Holdings, Inc., et al., Davis Polk & Wardwell LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to Davis Polk's representation of the group formed by certain lenders under the Term Loan Credit Agreement, dated as of April 8, 2014. In August 2017, the Ad Hoc Secured Lender Group engaged Davis Polk to represent it in connection with a potential restructuring of the Debtors and the Members' holdings under the Prepetition Secured Term Loan Credit Agreement. As of April 29, 2018, Davis Polk represents the Ad Hoc Secured Lender Group and also represents Cortland Capital Market Services LLC, as successor administrative agent under the Prepetition Secured Term Loan Credit Agreement and as administrative agent under the Debtors' debtor-in-possession term loan financing facility (in such capacities, "Cortland" and, together with the Ad Hoc Secured Lender Group, the "Secured Term Loan Parties"). The Members of the Ad Hoc Secured Lender Group, collectively, beneficially own or manage (or are the investment advisors or managers for funds that beneficially own or manage) approximately $227.5 million in aggregate principal amount of the claims under the Prepetition Secured Term Loan Credit Agreement and $17.55 million in aggregate principal amount of the claims under that certain Secured Superpriority Debtor-in-Possession Term Loan Credit Agreement, dated as of April 11, 2018 and $17.55 million in commitments for future fundings under the DIP Term Loan Credit Agreement. As of April 29, 2018, the members of the Ad Hoc Secured Lender Group and their disclosable interests are: 1. Farmstead Capital Management, LLC 7 North Broad Street, 3rd Floor Ridgewood, NJ 07450 * $100.828 million aggregate principal amount of the claims under the Prepetition Secured Term Loan Credit Agreement * $7.775 million aggregate principal amount of the claims under the DIP Term Loan Credit Agreement * $7.775 million in commitments for future fundings under the DIP Term Loan Credit Agreement 2. KKR Credit Advisors (US) LLC 555 California Street, 50th Floor San Francisco, CA 94104 * $126.658 million aggregate principal amount of the claims under the Prepetition Secured Term Loan Credit Agreement * $9.767 million aggregate principal amount of the claims under the DIP Term Loan Credit Agreement * $9.767 million in commitments for future fundings under the DIP Term Loan Credit Agreement Counsel to the Secured Term Loan Parties: Marshall S. Huebner Darren S. Klein Adam L. Shpeen DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NINE WEST: Unsec. Creditors' Committee Files Verified Statement --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Official Committee of Unsecured Creditors appointed in the chapter 11 cases of Nine West Holdings, Inc., et al., has submitted a verified statement. On April 19, 2018, the Committee selected Akin Gump Strauss Hauer & Feld LLP to serve as its counsel in connection with the Debtors' chapter 11 cases. The Committee currently consists of (a) Aurelius Capital Master, Ltd.;2 (b) GLAS Trust Company LLC; (c) Pension Benefit Guaranty Corporation; (d) Simon Property Group; (e) Stella International Trading (Macao Commercial Offshore) Limited; (f) Surefield Limited; and (g) U.S. Bank National Association. The Committee members, directly or through entities managed or advised by the Committee members, hold unsecured claims against, and/or serve as indenture trustee or bank agent for holders of unsecured claims against the Debtors' estates arising from a variety of relationships. As of May 18, 2018, the nature and amount of all disclosable economic interests held by, each Committee member are: 1. Aurelius Capital Master, Ltd. 535 Madison Avenue, 22nd Floor New York, NY 10022 * 6.125% Unsecured Notes: $128,298,000 in principal amount, plus accrued interest, fees, expenses, and other unliquidated liabilities. * 8.25% Unsecured Notes: $35,704,000 in principal amount, plus accrued interest, fees, expenses, and other unliquidated liabilities. 2. GLAS Trust Company LLC 230 Park Avenue, 10th Floor New York, NY 10169 * Unsecured Term Loan: $305,099,461 in principal and interest through the petition date, plus fees, expenses, and other unliquidated liabilities. 3. Pension Benefit Guaranty Corporation 1200 K Street NW Washington, DC 20005-4026 * Contingent, unliquidated claim arising from pension obligations of the Debtors. 4. Simon Property Group 225 W. Washington Street Indianapolis, IN 46204 * Unsecured claims arising from rejection of leases of the Debtors, in an aggregate amount of not less than $6.7 million. 5. Stella Int'l Trading (Macao Commercial Offshore) Limited Flat C, 20/F., MG Tower 133 Hoi Bun Road Kowloon, Hong Kong * Unsecured claim of not less than $34 million arising from its position as a trade creditor. 6. Surefield Limited Room D, 8th Floor King Palace Plaza 55 King Yip Street Kwun Tong, Kowloon, Hong Kong * Unsecured claim of not less than approximately $18,244,730.01 arising from its position as a trade creditor. 7. U.S. Bank National Association7 60 Livingston Avenue EP-MN-WSID St. Paul, MN 55107 * 8.25% Unsecured Notes: $426,679,000 in principal amount, plus accrued interest, fees, expenses, and other unliquidated liabilities. * 6.875% Unsecured Notes: $28,487,000 in principal amount, plus accrued interest, fees, expenses, and other unliquidated liabilities. GLAS Trust Company LLC serves as successor agent under a term loan credit agreement, dated as of April 8, 2014 (the "Unsecured Term Loan"), by and among Nine West Holdings, Inc., as borrower, Jasper Parent LLC, as Holdings, Morgan Stanley Senior Funding, In., as original administrative agent, and the lenders party thereto. U.S. Bank National Association serves as indenture trustee for the (i) 8.25% Unsecured Notes; and (ii) 6.875% senior unsecured notes issued under an indenture, dated March 7, 2011. Counsel to the Creditors' Committee: Daniel H. Golden, Esq. Arik Preis, Esq. Jason P. Rubin, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: dgolden@akingump.com apreis@akingump.com jrubin@akingump.com About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NORTHWEST TERRITORIAL: Trustee Selling Medallic Art's Coining Dies ------------------------------------------------------------------ Mark Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of Medallic Art Co. ("MACLLC")-owned dies and hubs for medals, plaques and other objects made by and for Medallic Art before Jan. 1, 1998; company owned galvanos, epoxy, rubber or other material models for medals, plaques and other objects made by and for Medallic Art before Jan. 1, 1998; medals struck for Medallic Art before Jan. 1, 1998 or restruck from dies originally made before Jan. 1, 1998; files and documents relating to medals and plaques made by and for Medallic Art before Jan. 1, 1998; digital photographs and photographic prints of certain objects dating before Jan. 1, 1998; and certain other assets described in the Asset Purchase Agreement ("ANS Assets"), to American Numismatic Society for $420,000. The Trustee's goal in the case has been to maximize the recovery of creditors. Since May 2017, the Trustee has engaged in extensive marketing efforts related to a potential sale of the business. Because no concrete offer materialized, and because of the inadequate cash resources available to him, the Trustee closed the custom minting business on Dec. 29, 2017 and prepared to liquidate the assets of the estate. Since the beginning of the year, the Trustee has engaged in negotiations with multiple buyers for various assets of the estate. He separately reached agreements with Industrial Assets Corp. and Medalcraft Mint, Inc. for the purchase and sale of certain assets of the Debtor. The Industrial Assets and Medalcraft agreements were approved by the Court and have closed. The sale to Industrial Assets included substantially all of the Debtor's physical machinery and equipment. Medalcraft purchased the Medallic Art name and website; marketing materials; Medallic archives; customer list; sales history; vendor list; certain company owned dies associated with any customer for which there has been a sale in the last 20 years; tools; and woodworking equipment. The Trustee has negotiated with American Numismatic for the sale of the ANS Assets, which principally include older Medallic dies, medals, plaques and other objects and archives that were created prior to Jan. 1, 1998. He entered into an asset purchase agreement dated May 15, 2018, with American Numismatic ("American Numismatic APA"). According to the terms of the American Numismatic APA, American Numismatic has agreed to purchase the ANS Assets for $420,000. The ANS Assets are described in the American Numismatic APA as follows: (a) all company owned dies and hubs for medals, plaques and other objects made by and for MACLLC before Jan. 1, 1998; (b) all company owned galvanos, epoxy, rubber or other material models for medals, plaques and other objects made by and for MACLLC before Jan. 1, 1998; (c) all medals ("archive") struck by MACLLC before Jan. 1, 1998 or restruck from dies originally made before Jan. 1, 1998; (d) any files, documents (paper and electronic), photographs, drawings, invoices and correspondence relating to medals, plaques or other objects made by and for MACLLC before Jan. 1, 1998; (e) historic card file and its digitized version of medals, plaques and other objects of MACLLC; (f) digital photographs, negatives, and photographic prints of medals, plaques, and other objects, which date before Jan. 1, 1998; (g) company owned positive galvanos of commemorative company medals of MACLLC (framed and unframed); (h) the model of the "Last Supper Medal," die, and plaque, wherever located, including if located in the Janvier Machine; (i) the company owned copyrights relating to the Assets; (j) the company owned dies, sample strikes, and/or galvanos for which Buyer and Seller both express ownership rights and which are associated with the medals; (k) dies, sample strikes, and/or galvanos associated with the Captain Rostron United States Congressional Medal of Honor and (l) the file cabinets in which any of the foregoing is currently kept. American Numismatic has furnished an earnest money deposit of $100,000 which is currently held in the IOLTA account of the Trustee's counsel, pending closing of the proposed transaction with American Numismatic. The Trustee believes that the American Numismatic offer is on favorable terms to the estate. If he does not sell the ANS Assets to American Numismatic, he would be forced to attempt to sell the assets at auction. The proposed sale to ANS guarantees a certain return for the estate. The Trustee asks to sell the ANS Assets free and clear of liens and encumbrances. The only known liens on the ANS Assets are the adequate protection lien afforded the Hoffs1 and the disputed pre-petition security interest asserted by the Hoffs. The Hoffs' alleged pre-petition security interest in the estate's assets is subject to a bona fide dispute for reasons expressed on numerous prior occasions in the case. The estate owns and possesses thousands of dies used to produce custom-made products ("Coining Dies"). The American Numismatic APA contemplates a sale of Medallic Art-owned Coining Dies and other assets created before Jan. 1, 1998. The Trustee has concluded that, with some limited exceptions, it was the policy of the Debtors that they owned the Coining Dies. While the Debtors charged customers a fee to create the dies, they retained ownership in the Coining Dies. The American Numismatic APA intends to sell only the company owned dies and hubs for medals, plaques and other objects made by and for MACLLC before Jan. 1, 1998, the company owned galvanos, epoxy, rubber or other material models for medals, plaques and other objects made by and for MACLLC before Jan. 1, 1998. The American Numismatic APA provides that any assets being acquired that are subject to third party existing and demonstrative copyright or trademark protection, American Numismatic "agrees to the use of such assets subject to the consent of such third parties." The ANS Assets are located in the Dayton, Nevada facility. It is imperative that the Trustee quickly liquidate the ANS Aassets and vacate the Dayton premises before the Hoffs are able to commence an unlawful detainer action under Nevada law. The Trustee has until the end of June to vacate the Dayton facility, although he has reached an agreement with the Hoffs in principal that would extend that date to the end of July. Based on the foregoing, the Trustee believes that cause exists to waive the 14-day stay under Fed. R. Bankr. P. 6004(h) to permit him to quickly consummate the proposed sale to American Numismatic. A hearing on the Motion is set for June 13, 2018 at 9:30 a.m. The objection deadline is June 6, 2018. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. NORTHWEST TERRITORIAL: Wants an Auction Sale Miscellaneous Property ------------------------------------------------------------------- Mark Calvert, the Chapter 11 trustee for Northwest Territorial Mint, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the auction sale of miscellaneous items of property located in Dayton, Nevada, and Green Bay, Wisconsin, including but not limited to two vehicles, a gun safe, refrigerators, telescope, metal detector, WWII camera, microwaves, a television, retail merchandise furniture, shredders, pallets of plating tubes and control boxes. The Miscellaneous Property does not include any coining dies or related custom-minting items. Previously, the Trustee sold substantially all of the Debtor's equipment, which is primarily located in Dayton, Nevada, to Industrial Assets Corp. Industrial Assets now intends to auction the equipment for sale in Nevada on June 6, 2018. Industrial Assets has agreed to include the Miscellaneous Property in its auction and liquidate it on behalf of the estate on the terms described in the Motion. The disposal by Industrial Assets will result in the efficient disposition of a small number of remaining items of property before the estate needs to vacate the Dayton facility. The Trustee's goal in the case has been to maximize the recovery of creditors. Since May 2017, the Trustee has engaged in extensive marketing efforts related to a potential sale of the business. Because no concrete offer materialized, and because of the inadequate cash resources available to him, the Trustee closed the custom minting business on Dec. 29, 2017 and prepared to liquidate the assets of the estate. While the Trustee prepared to sell the Debtor's assets at auction, he engaged in negotiations with multiple buyers for various aspects of the Debtor's assets. Ultimately, he separately reached agreements with Industrial Assets and Medalcraft Mint, Inc. for the purchase and sale of certain assets of the Debtor. On March 14, 2018, the Court approved the Trustee's sale of substantially all of its equipment and machinery to Industrial Assets for $1.95 million. Industrial Assets has not yet removed the equipment from the Debtor's Dayton facility. The Debtor's Dayton, Nevada facility therefore houses property of the Debtor acquired by Industrial Assets as well as the Miscellaneous Property. According to the Court's Relief From Stay Order, the automatic stay is modified to allow Bob and Connie Hoff to commence proceedings under Nevada law to take possession of the Dayton Premises on or after June 30, 2018, if the Trustee has not vacated the Premises by that date. The Trustee and the Hoffs have recently reached an agreement in principal to extend that date to July 31, 2018 and the Court has approved that extension. Nevertheless, the Trustee needs to vacate the Dayton premises in short order. Industrial Assets has planned to auction the property it acquired from the estate on June 6, 2018. It has agreed to include the Miscellaneous Property and has agreed to auction the Miscellaneous Property in exchange for an 18% buyer's premium on the assets sold at auction. The Trustee believes it is in the best interests of the estate to authorize the sale of the Miscellaneous Property in the Industrial Assets auction. The Miscellaneous Property is not of significant value relative to the other assets of the estate. The Trustee believes it makes economic sense for Industrial Assets, who has already scheduled an auction, to auction the Miscellaneous Property. Doing so will avoid the time associated with the Trustee engaging a separate auctioneer and scheduling a separate auction. The only party, of which the Trustee is aware, that may assert an interest in the Miscellaneous Property are the Hoffs. By virtue of the Relief from Stay Order, the Hoffs have a post-petition lien on all assets of the bankruptcy estate to secure any administrative claim they may be allowed under Section 507(a)(2) of the Bankruptcy Code that arises from the Trustee's use of the Dayton premises prior to the time the Trustee vacates. Additionally, the Hoffs hold an alleged-prepetition security interest in the estate's assets that is subject to bona fide dispute for the reasons articulated by the Trustee in prior pleadings. The Hoffs' asserted liens do not provide an impediment to the Trustee's ability to sell the Miscellaneous Property at auction. The Trustee asks the Court to authorize him to sell, at an auction conducted by Industrial Assets, the Miscellaneous Property free and clear of liens, claims, interests, and encumbrances. He further asks the Court to authorize the sale according to the compensation terms agreed by the Trustee and Industrial Assets. In particular, the Trustee asks that Industrial Assets be authorized to charge a buyer's premium of 18% on the Miscellaneous Property it sells at auction. The Trustee asks the Court to waive the 14-day stay under Fed. R. Bankr. P. 6004(h). About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. PLAIN LEASING: Asks Court to Approve Proposed Plan Outline ---------------------------------------------------------- Plain Leasing, Inc. filed a motion asking the U.S. Bankruptcy Court for the Central District of California to approve its disclosure statement describing its first amended chapter 11 plan. The Debtor also asks the Court to authorize the Debtor to disseminate the Disclosure Statement to parties in interest, and to fix requisite dates, deadline and briefing procedures. The Debtor believes that the requested relief is fair, reasonable and in the best interest of its estate and creditors. About Plain Leasing Plain Leasing, Inc., f/k/a K Trans, Inc., which rents out trucks and chassis, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-12539) on March 2, 2017. In the petition signed by Ji K. Lim, president, the Debtor estimated at least $50,000 in assets and $500,000 to $1 million in liabilities. The case is assigned to Judge Robert Kwan. The Debtor is represented by Joon M. Khang, Esq., at Khang & Khang LLP. The Office of the U.S. Trustee on July 5, 2017, appointed three creditors of to serve on the official committee of unsecured creditors. The committee members are: (1) Jae Seung Rho; (2) Sam Lee aka Yoon Lee; and (3) James Jae. The Committee retained Blakeley LLP as counsel, and the Law Firm of Kim & Min as special counsel. POLYMER ADDITIVES: Moody's Gives First-Time B3 CFR, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service has assigned a first-time B3 Corporate Family Rating (CFR) to Polymer Additives, Inc. (d/b/a Valtris Specialty Chemicals). At the same time, Moody's has assigned B3 ratings to the company's proposed senior secured first lien revolver and term loan, as well as a Caa2 rating to its second-lien term loan, all to be issued by Polymer Additives, Inc., and guaranteed by its direct holding company and each of its direct and indirect wholly-owned domestic subsidiaries. The ratings outlook is stable. The proceeds from the term loans will be used to refinance Valtris' existing term loans and to fund the potential acquisition of business divisions from Ineos Group Holdings S.A. (Ba2 stable) for EUR111 million, which was announced in May 2018. The ratings are subject to the transaction closing as proposed and receipt and review of the final documentation. Assignments: Issuer: Polymer Additives, Inc. Corporate Family Rating, Assigned B3; Probability of Default Rating, Assigned B3-PD; Senior Secured First Lien Revolving Credit Facility, Assigned B3 (LGD3) Senior Secured First Lien Term Loan, Assigned B3 (LGD3) Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Outlook, Assigned Stable. RATINGS RATIONALE Valtris' B3 CFR is constrained by its low EBITDA margin at about 10%, after consolidating Ineos' businesses, and high debt leverage of about 7.0x, based on Moody's estimates and including analytical adjustments. Moody's expects transaction related fees and expenses will delay free cash flow generation to 2019 and, despite low maintenance capital expenditures, the overall pace of debt reduction will likely be moderate considering potential restructuring and reinvestment needs. The ownership by a private equity firm also constrains Valtris' credit profile given possible acquisitions, refinancing activities or shareholder remunerations. "Valtris' rating also reflects its relatively small scale, exposure to commoditized products and regulatory risks that result in product substitutions," says Jiming Zou, a Moody's Vice President and Lead Analyst for Valtris. Despite leadership positions in niche applications such as bio-based plasticizers and environmentally friendly fast-fusing plasticizers, Valtris faces competition in a largely commoditized polymer additives market with sufficient capacity, supply and substitutes. Certain Valtris' products such as butyl benzyl phthalate plasticizers have seen declining sales due to the impact of government regulation and product substitution in the last few years. However, Valtris has a broad range of polymer additives, including plasticizers, stabilizers and lubricants, which support its sales visibility and help reduce business volatility resulting from product cycles and government regulations on phthalate plasticizers. Its business profile is also backed by broad customer base, geographic diversification, entrenched customer relations with 80% direct sales and a variety of raw materials including toluene, soybean oil and tallow. Moody's expects demand for Valtris' polymer additives to grow in line with GDP, given their primary application in PVC, as well as other polyolefin and rubber products, which in turn are driven by applications in building, transport, packaging, electric and healthcare. The acquisition of INEOS' businesses, including polymer additives and chlorotoluenes and derivatives, will double the company's revenues base to over $700 million, expand its European manufacturing base, supplement its product offerings with environmentally friendly esters plasticizers and offer growth opportunities in benzyl alcohol and derivatives. The combined businesses will also have a larger exposure to more resilient end markets such as healthcare, paints and coatings, personal care, automotive fuels, and agriculture, besides Valtris' existing customers in the building, transportation and industrial sectors. The acquisition of INEOS' businesses also presents certain execution risks to Valtris. As the profit margin of Ineos' businesses has been lower in the last few years, the acquisition will dilute Valtris' EBITDA margin. The combination of Ineos' mostly EU-based production facilities with Valtris' largely US-based operations raises uncertainty with regard to the timing and extent of the expected synergies. In addition, one of the acquired Ineos' businesses, which manufactures biodiesel for automotive uses and edible oils for consumer markets, is a low-margin commodity business and management is evaluating strategic alternatives for this business. Valtris' liquidity is adequate, supported by an expected cash balance of more than $10 million and the availability under the newly proposed $60 million first lien revolver. The new $60 million revolver with a maturity in 2023 will remain undrawn at the closing of the transaction and is expected to be available throughout the next 12 months, based on the springing first-lien net leverage covenant set with a 35% cushion to the sponsor model and that it will only be tested once it's 35% drawn. The first lien term loan will amortize at 1% of principal, or $3 million per annum. Dividends are not expected in the near term, but may occur over time. Valtris' B3-rated first lien revolver and first lien term loan benefit from the security of substantially all assets of the company and guarantors on a first priority basis. The $105 million second lien term loan, rated Caa2, reflects its effective subordination to first lien debt in the capital structure. Apart from the springing first lien net leverage covenant on the revolver, there are no financial covenants for the term loans. The stable outlook reflects that Valtris will improve its business profile and generate business synergies after consolidating Ineos' businesses and increase the sales of environmentally friendly plasticizers to counterbalance the decline in phthalate plasticizers. Moody's would consider upgrading the ratings if the company achieved leverage sustainably below 6.0x, and realized Retained Cash Flow/Debt sustainably above 10%. Conversely, the ratings or outlook could be lowered if earnings or liquidity were to deteriorate, resulting in negative free cash flow, lower margins, or leverage sustained above 7.5x. The principal methodology used in these ratings was Chemical Industry published in January 2018. Polymer Additives, Inc., d/b/a Valtris Specialty Chemicals, is a manufacturer of a diverse set of polymer modifiers, lubricants, and stabilizers primarily used as additives in the production of plastics. On May 13, 2018, Valtris entered into an agreement to acquire certain businesses from INEOS Group Holdings S.A. (Ba2 stable). The pro-forma combined business generated $738 million of revenue in 2017. PUERTO RICO: CFI Judgment Creditors File Verified Statement ----------------------------------------------------------- A group of creditors filed a verified statement under F.R.B.P. Rule 2019 in the Title III cases of the Commonwealth of Puerto Rico, et al., in May 2018. The members of the group are plaintiffs in the cases captioned as Norberto Tomassini et al v. Commonwealth (group of 58 Plaintiffs against the Commonwealth in Civil Case Num. A MI2003-0143) and Ivan Ayala et al v. Commonwealth (group of 28 Plaintiffs against the Commonwealth in Civil Case Num. A PE2005-0049). They assert claims against the Commonwealth pursuant to a consolidated Judgment entered on April 22, 2016, by the Court of First Instance of Aguadilla ("CFI"). As of the Petition Date, the Members of the Group of Creditors of the Consolidated CFI Judgment dated April 22, 2016, hold approximately $4,909,607 in aggregate amount of unsecured claims. In 2003 and 2005, respectively, two group complaints against the Commonwealth were commenced in the CFI in Civil Case Num. A MI2003-0143 and Civil Case Num. A PE2005-0049. On April 22, 2016 the CFI entered a single final consolidated Judgment in favor of both groups, effectively consolidating both cases and all holders of the two group causes of action into the instant single Group. Thus, for purposes of FRBP 2019(c), the single Group of Creditors was formed on April 22, 2016. Thereafter, the Commonwealth filed an appeal of the April 22, 2016 Judgment to the Puerto Rico Court of Appeals (the "Court of Appeals"), case Num. KLAN 2016-01283. On June 1, 2017, the Commonwealth filed a notice for stay of the proceeding in the Court of Appeals pursuant to the filing of the Title III cases, which was granted by such forum on Sept. 12, 2017. The Debtors issued a single notice of the Order for Relief and further notified a group claim in Schedule H for Litigation Related Obligations to the undersigned counsel in connection with all Members of the Group of Creditors of the Consolidated CFI Judgment dated April 22, 2016 [PROMESA Case Num. 17 BK 3283-LTS; Docket Entry 1215-14, P. 129]. In accordance with Bankruptcy Rule 2019, the address and the amount of all disclosable economic interests for each Member is as follows: Amount Owed Name & Address of Member By Commonwealth ------------------------ --------------- 1. ACEVEDO GONZALEZ, JOSE L. HC-1 BOX 6293 $69,015.87 MOCA PR 00676 2. ACEVEDO GONZALEZ, JOSE M. HC 59 BOX 5926 $54,360.19 AGUADA PR 00602 3. ARCE LETRIZ, JOSE M. HC-03 BOX 33234 BO. GUERRERO $49,841.69 AGUADILLA, PR 00603-9708 4. BABILONIA HERNANDEZ, EDGARDO RES. DUCOS EDIF. #25 APT. #164 $60,170.10 AGUADILLA, PR 00603 5. BADILLO MARTINEZ, ROBERTO P.O. BOX 2163 VICTORIA ST. $58,360.20 AGUADILLA, PR 00605 6. BARRETO COLON, EDWIN P.O. BOX 1659 $63,335.75 SAN SEBASTIAN, PR 00685 7. CARABALLO VALENTIN, JUAN A. HC-01 BOX 3742 $67,035.72 LARES, PR 00669 8. COLON VILLANUEVA, DANIEL RES. AGUSTIN STAL Edif. apt. 340 $63,638.58 9. CORDERO LASSALLE, JOSE A. BOX 140 $50,823.35 MOCA PR 00676 10. CORDERO VARELA, EDDIE BZN. 4-215 A, BO. LLANADAS, $60,120.45 ISABELA, PR 00662 11. CUBA MENDEZ, ELIGIO HC 01 BOX 4847 $45,547.20 CAMUY, PR 00627 12. FELICIANO SERRANO, WILLIAM APARTADO 723 $85,314.48 QUEBRADILLAS PR 00678 13. GALVAN MACHADO, VICTOR A. BO. GALATEO BAJO SECT. $67,232.35 MACHADOS BZ. 1 ISABELA PR 00662 14. GARCIA GONZALEZ, RAMON HC 57 BOX 9111 $60,237.96 AGUAD, PR 00602 15. GONZALEZ CABAN, FELIX P.O. BOX 4426 $73,599.10 AGUADILLA, PR 00605 16. GRAJALES DOMENECH, FELIX HC-5 BOX 50234 $46,773.68 AGUADILLA, PR 00603 17. GONZALEZ HERNANDEZ, MANUEL P.O. BOX 188 $94,227.70 MOCA, PR 00676 18. GONZALEZ RIOS, JUAN R. URB. EL CULEBRINAS CALLE CEIBA L #34 $51,387.26 SAN SEBASTIAN, PR 00685 19. HERNANDEZ PEREZ, NEFTALI HC-3 BOX 9352 $45,910.44 MOCA, PR 00676 20. HERNANDEZ VARGAS, RAYMOND CALLE PLATA # 457 MOCA, PR 00676 $55,311.63 21. LAO RODRIGUEZ, RUBY P.O. BOX 1530 VICTORIA STA. $49,821.94 AGUADILLA, PR 00605 22. LOPEZ LOPERENA, REYNALDO HC-05 BOX 10229 $57,908.93 MOCA, PR 00676 23. LOPEZ GONZALEZ, HERIBERTO BARRIO ESPINAL BZN. 115 CALLE B. $66,199.07 AGUADA, PR 00602 24. LOPEZ SOTO, ELIEZER BUZON 1-275 BO. LLANADAS SEC. $66,789.15 PONCITO 25. LORENZO LORENZO, OSCAR P.O. BOX 1337 $43,092.81 RINCON, PR 00677 26. MACHADO BARRETO, RENE BO. GALATEO ALTOS BNZ. 5-209 $78,592.92 SANTA ISABELA, PR 00662 27. MONTERO PELLOT, MIGUEL HC 03 BOX 30767 $58,967.17 AGUADILLA, PR 00603 28. MORALES GONZALEZ, ANGEL APT. #1037 $34,104.24 AGUADA, PR 00602 29. MUNIZ SUAREZ, LUIS A HC0 2 BOX 24359 $59,889.36 AGUADILLA PR 00603 30. NIEVES ROSA, PABLO C. URB. BORINQUEN #109 CALLE B. $61,492.68 AGUADILLA PR 00603 31. NUNEZ VALLE, ADRIAN HC 01 BOX 11383 $45,639.03 SAN SEBASTIAN, PR. 00685 32. PEREZ ROMAN, RAFAEL BO. CACAO SEC. TELAS BUZON 1517 $56,708.63 QUEBRADILLA PR 00678 33. QUINONEZ COLON, WILLIAM URB. SANTA ROSA CALLE GRECIA 816 $46,388.71 ISABELA, PR 00662 34. RIOS LASSALLE, EURIPIDES HC 02 BOX 12516 $69,627.88 MOCA PR 00676-9748 35. RIVERA CABAN, JOSE HC 03 7935 $66,125.94 MOCA, PR 00676 36. RIVERA TORRES, FRANCISCO URB. MONT $59,511.40 AGUADA, PR 00602 37. RIVERA VALENTIN, JESUS M. URB. SAN CRISTOBAL C-12 $65,962.77 AGUADA PR 00602 38. ROBLE FELICIANO, SIXTO JARDINES DE LARES BZN. B-15 $74,602.91 LARES PR 39. RODRIGUEZ CORTES, FRANCISCO HC-03 33258 $76,235.39 AGUADILLA PR 00603 40. RODRIGUEZ ECHEVARRIA, EMILIO 573 CARRETERA 112 ARENALE ALTOS $62,555.73 ISABELA, PR 00662 41. RODRIGUEZ PEREZ, ISRAEL HC-04 BOX 44975 $51,161.70 AGUADILLA, PR 00603 42. ROMAN FERRER, NOEL F. URB. VILLA LINDA, CALLE REINA MORA #85 $74,967.61 AGUADILLA, PR 00603 43. SAMOT CRUZ, OMAR P.O. BOX 2537 $38,120.63 AGUADILLA, PR 00603 44. SANTANA RODRIGUZ, JOSE M. URB. COSTA BRAVO CALLE #2-B-9 $67,227.33 ISABELA, PR 00662 45. SANTIAGO CONCEPCION, GETULIO 15 VILLA ESPERANZA $30,915.20 ISABELA, PR 00662 46. SOTO GONZALEZ, ALEX I. PO BOX 533 VICTORIA STA. $22,435.77 AGUADILLA, PR 00605 47. SOTO ROMAN, JUAN A. AVE. LAMELA #102 $77,026.56 ISABELA, PR 00662 48. TOMASSINI, NORBERTO 304 GUERRERO $31,799.61 AGUADILLA, PR 00603 49. TUBENS TORRES, ALEJANDRO HC 01 BOX 5352 $83,585.18 MOCA, PR 00676 50. VALENTIN ARVELO, LEONIDES BOLA CABON #106 $46,038.37 AGUADILLA, PR 51. VALENTIN CABAN, JAVIER P.O. BOX 250034 BASE RAMEY $56,393.71 AGUADILLA, PR 00604 52. VALLE MENDOZA, FRANCO BO. LAGUNAS HC 58 BOX 14575 $64,281.37 AGUADA, PR 00602 53. VARELA JIMENEZ, SAMUEL BUZON 4-296 $53,843.02 ISABELA PR 00662 54. VARGAS RAMOS, EDWIN BUZ. 68 RUTA BO. ARRENALES BAJOS $82,584.43 ISABELA PR 00662 55. VAZQUEZ ARROYO, ARMANDO HC 04 BOX 44030 $70,366.85 LARES, PR 00669 56. VAZQUEZ PEREZ, ANGEL L. P.O. BOX 2192, BO. PALADORAS $90,694.34 MOCA PR 00676 57. VAZQUEZ PEREZ, RIGOBERTO P.O. BOX 2192, GUERRERO 304 $69,718.39 AGUADILLA PR 00603 58. VELASQUEZ NIEVES, ELIEZER URB. VILLA ALEGRIA CALLE RUBI #53 $52,489.37 AGUADILLA, PR 00603 ------------------- $ 3,486,109.80 =================== Counsel for the Group of Creditors of the Consolidated CFI Judgment dated April 22, 2016: IVONNE GONZALEZ-MORALES E-mail: ivonnegm@prw.net PO BOX 9021828 San Juan, PR 00902-1828 Tel. (787) 410-0119 About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Youngis the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by Puerto Rico and other instrumentalities. White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative Capital LP. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed an official committee of retirees and an official committee of unsecured creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PUERTO RICO: Committee Down to 8 Members, Amended Statement Filed ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Official Committee of Unsecured Creditors of the Commonwealth of Puerto Rico and other Title III debtors (other than COFINA) submitted a first supplemental verified statement. On June 15, 2017, the Office of the United States Trustee for the District of Puerto Rico filed a notice appointing an official committee of unsecured creditors. On Aug. 16, 2017, the Committee filed a verified statement. On Aug. 25, 2017, the U.S. Trustee filed an Amended Notice of Appointment of the Creditors' Committee. The Amended Notice of Appointment reflected (i) that from and after August 25, 2017, the Committee would serve as official committee of unsecured creditors in the Commonwealth, HTA, ERS, and PREPA title III cases, and (ii) that the U.S. Trustee had appointed two additional members of the Committee: Ferrovial Agroman, and Vitol, Inc. On Aug. 31, 2017, the U.S. Trustee filed a Second Amended Notice of Appointment of the Creditors' Committee. The Second Amended Notice of Appointment reflected (i) that Ferrovial Agroman had resigned from the Committee, and (ii) that the U.S. Trustee had appointed to the Committee one additional member: Peerless Oil & Chemicals, Inc. On April 27, 2018, Vitol resigned as a member of the Committee. As of May 2018, the U.S. Trustee has not appointed a replacement Committee member. In accordance with Bankruptcy Rule 2019, as of April 30, 2018, the names of the Committee members and the nature and amount of all their disclosable economic interests are: 1. American Federation of Teachers ("AFT") 555 New Jersey Avenue, N.W., 11th Floor Washington, DC 20001 * AFT, as authorized agent for the Asociacion de Maestros de Puerto Rico-Local Sindical, holds prepetition unsecured claims based upon rights arising under a collective bargaining agreement ("CBA") with the Department of Education of Puerto Rico and under statute, including, but not limited to, (1) non-contingent claims (a) for wage increases for years of service and career enhancement as allowed by statute and/or contract but not paid, (b) that are subject to grievance or arbitration procedures which have not yet been processed or therefore liquidated, and (c) that are for other terms of employment which may have been denied, and (2) contingent claims including but not limited to claims arising in connection with compensation, pension, medical and other benefits and/or as a result of any breach or alteration of the CBA or applicable statute or law. 2. Drivetrain, LLC, as the Creditors' Trustee for Doral Financial Corporation ("DFC") 630 Third Avenue 21st Floor New York, NY 10017 * DFC holds prepetition unsecured claims under a certain closing agreement, dated December 30, 2013, by and among the Secretary, in her capacity as Secretary of the Treasury, and DFC and certain of its affiliates (the "2013 Closing Agreement"), under which DFC became entitled to a credit for tax overpayments in the amount of $34,097,526. The 2013 Closing Agreement provided that the DFC overpayment could be used to reduce estimated taxes or it could be claimed as a tax refund. As of the date hereof, DFC has not used any of the DFC overpayment. As such, DFC has a tax refund claim in the amount of $34,097,526. In addition, based on certain closing agreements, DFC is entitled to accrue a $59,314,891 amortization deduction annually from 2017 through 2021 (the "Tax Asset"), which could be used to reduce income that would otherwise be subject to Puerto Rico tax. Under these closing agreements, DFC is contractually entitled to an aggregate deduction of $296,574,455. DFC asserts a claim for any loss of the Tax Asset, as well as any impairment of its rights under the closing agreements. DFC also asserts an unliquidated damages claim against the Commonwealth on a number of bases. 3. Genesis Security Services, Inc. 5900 Isla Verde Avenue L-2 PMB 438 Carolina, PR 00979 * Genesis holds prepetition unsecured claims against the Commonwealth and/or its instrumentalities under agreements for the provision of security services, in the following amounts: Commonwealth: Department of Labor $1,994,674.27 Dept. of Transportation & Public Works $186,912.54 Capitol Superintendence $273,017.11 Department of Education $2,445,219.57 Telecommunications Regulatory Board $364.94 State Department $3,425.79 Puerto Rico Department of the Family $2,003,934.46 Department of Health $5,291,443.74 Corps of Medical Emergencies Bureau $22,699.74 Highways & Transportation Authority $1,051,009.92 Puerto Rico Electric Power Authority $284,621.01 ------------- TOTAL $11,562,648.82 4. Peerless Oil & Chemicals, Inc. 671 Road 337 Penuelas, Puerto Rico 00624-7513 * Peerless holds prepetition unsecured claims of $602,709.26 against HTA and $16,761.19 against PREPA for amounts owing under certain fuel oil purchase contracts. 5. Puerto Rico Hospital Supply, Inc. Call Box 158 Carolina, PR 00986-0158 * PR Hospital Supply holds prepetition unsecured claims against the Commonwealth and/or its instrumentalities under agreements for the purchase of hospital supplies, inventory, and related services, in the following amounts: Department of Health $1,431,542.71 Dept. of Correction and Rehabilitation $1,101.56 ------------- Total $1,432,644.27 6. Service Employees International Union ("SEIU") 1800 Massachusetts Avenue, N.W. Washington, DC 20036 * SEIU and its affiliates, SEIU Local 1996/Sindicato Puertorriqueno de Trabajadores y Trabajadoras, and SEIU Local 1199/Union General de Trabajadores, hold prepetition unsecured contingent and non-contingent claims, not currently liquidated, against the Commonwealth and/or its instrumentalities based on (1) pay, benefits and other terms of employment owing to SEIU members under collective bargaining agreements with the Commonwealth and/or its instrumentalities, including, but not limited to, (a) pay, benefits and other terms of employment claimed in pre-petition union grievances and arbitrations and (b) pay, benefits and other terms of employment denied employees as a result of pre-petition legislative, executive or other unilateral action by the Commonwealth; and (2) pension and other post-employment benefits that SEIU members have accrued as a result of their employment with the Commonwealth and/or its instrumentalities. 7. Total Petroleum Puerto Rico Corp. Citi View Plaza Tower I 48 Road 165 Oficina 803 Guaynabo, PR 00968-8046 * Total holds prepetition unsecured claims arising under certain contracts and/or transactions with the Commonwealth and/or its instrumentalities, including motor fuel purchase and supply contracts, in excess of $500,000. 8. The Unitech Engineering Group, S.E. Urb Sabanera 40 Camino de la Cascada Cidra, Puerto Rico 00739 * Unitech holds prepetition unsecured claims against the Commonwealth of Puerto Rico under certain construction contracts, in the approximate amount of $11,284,462.70, plus interest. 9. Vitol, Inc. 2925 Richmond Ave. Houston, Texas 77098 * Vitol holds prepetition unsecured claims of $28,477,244.25 against PREPA for amounts owing under certain fuel oil purchase contracts, as well as claims of $12,995,527.18 for accrued prepetition interest related to such amounts. Counsel to the Creditors' Committee: Luc. A. Despins, Esq. Andrew V. Tenzer, Esq. Michael E. Comerford, Esq. G. Alexander Bongartz, Esq. PAUL HASTINGS LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 E-mail: lucdespins@paulhastings.com andrewtenzer@paulhastings.com michaelcomerford@paulhastings.com alexbongartz@paulhastings.com Local Counsel to the Creditors' Committee: Juan J. Casillas Ayala, Esq. Diana M. Batlle-Barasorda, Esq. Alberto J. E. Aneses Negron, Esq. Ericka C. Montull-Novoa, Esq. CASILLAS, SANTIAGO & TORRES LLC El Caribe Office Building 53 Palmeras Street, Ste. 1601 San Juan, Puerto Rico 00901-2419 Telephone: (787) 523-3434 E-mail: jcasillas@cstlawpr.com dbatlle@cstlawpr.com aaneses@cstlawpr.com emontull@cstlawpr.com About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Youngis the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by Puerto Rico and other instrumentalities. White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative Capital LP. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed an official committee of retirees and an official committee of unsecured creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PUERTO RICO: PBA Funds Provide Update on Bond Holdings ------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure an ad hoc group of certain unaffiliated funds, accounts, and/or managers of funds or accounts holding Revenue Refunding Bonds, Government Facilities Revenue Bonds, and Government Facilities Revenue Refunding Bonds issued by the Puerto Rico Public Buildings Authority ("PBA") and guaranteed by the Commonwealth on June 13, 2018, filed a supplemental verified statement. In July 2017, the PBA Funds retained Morrison & Foerster LLP. In October 2017 the PBA Funds retained G. Carlo-Altieri Law Offices, LLC as Puerto Rico counsel. On November 3, 2017, Counsel to the PBA Funds submitted the Verified Statement of the PBA Funds, and on February 15, 2018, Counsel submitted the Supplemental Verified Statement of the PBA Funds. On June 13, 2018, Counsel submitted a Supplemental Statement to update the membership in the PBA Funds and information regarding the disclosable economic interests currently held by members of the PBA Funds in conjunction with the filing of the Statement and Reservation of Rights of the PBA Funds Regarding the Joint Urgent Motion of the Commonwealth Agent and COFINA Agent Requesting that Court Hold Decision on Motions for Summary Judgment in Abeyance for 60-Day Period. See Official Comm. of Unsec. Creditors v. Whyte (In re Commonwealth of Puerto Rico), Adv. Pro. No. 17-00257-LTS (D.P.R. Jun. 11, 2018). The members of the PBA Funds hold disclosable economic interests or act as investment managers or advisors (or are affiliates of entities which act as investment managers or advisors) to funds and/or accounts that hold disclosable economic interests in relation to the certain of the Debtors. The names, addresses, nature, and amount of disclosable economic interests of each member of the PBA Funds as of June 11, 2018 are: 1. Candlewood Investment Group, LP 777 Third Avenue Suite 19B New York, NY 10017 * COFINA Bonds: $0 * Constitutional Debt: $55,834,000 2. Fir Tree Partners 55 West 46th Street 29th Floor New York, NY 10036 * COFINA Bonds: $1,160,000 * Constitutional Debt: $655,213,000 3. First Pacific Advisors, LLC 11601 Wilshire Boulevard Suite 1200 Los Angeles, CA 90025 * COFINA Bonds: $0 * Constitutional Debt: $199,540,000 4. Inglesea Capital LLC 7800 SW 57th Avenue Unit 308 South Miami, FL 33143 * COFINA Bonds: $0 * Constitutional Debt: $17,480,000 5. Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 * COFINA Bonds: $281,692,127 * Constitutional Debt: $166,772,000 Counsel for the PBA Funds: Gerardo A. Carlo, Esq. Telephone: (787) 247-6680 E-mail: gacarlo@carlo-altierilaw.com Kendra Loomis, Esq. Telephone: (787) 370-0255 E-mail: loomislegal@gmail.com G. CARLO-ALTIERI LAW OFFICES, LLC 254 San Jose St., Third Floor San Juan, Puerto Rico 00901 Telephone: (787) 247-6680 Facsimile: (787) 919-0527 - and - Gary S. Lee, Esq. James M. Peck, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, New York 10019 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 E-mail: JPeck@mofo.com GLee@mofo.com About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Youngis the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by Puerto Rico and other instrumentalities. White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative Capital LP. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed an official committee of retirees and an official committee of unsecured creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PVH CORP: Moody's Alters Outlook to Positive & Affirms Ba1 CFR -------------------------------------------------------------- Moody's Investors Service revised PVH Corp.'s rating outlook to positive from stable. At the same time, Moody's affirmed the Company's ratings, including its Corporate Family Rating at Ba1, Probability of Default Rating at Ba1-PD, Senior Secured Credit Facilities at Baa3, Senior Secured Debentures at Baa3, and Senior Unsecured Notes at Ba2. The Company's SGL-1 Speculative Grade Liquidity Rating was also affirmed. "The outlook change to positive reflects our view that PVH will continue to generate positive revenue growth for all of its brands while maintaining its solid operating margins," stated Moody's analyst, Mike Zuccaro. "Absent any large debt-financed acquisitions, more aggressive stance to shareholder returns, or material downturn in operating performance, we expect PVH to materially reduce leverage through earnings growth and debt reduction over the next 12-18 months." The following ratings actions were taken: Outlook Actions: Issuer: PVH Corp. Outlook, Changed To Positive From Stable Affirmations: Issuer: PVH Corp. Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba1 Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) Senior Secured Regular Bond/Debenture, Affirmed Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD6) RATINGS RATIONALE PVH's Ba1 CFR reflects the Company's strong market position and ownership of two multibillion dollar lifestyle fashion brands with global presence and broad lifestyle appeal - Tommy Hilfiger and Calvin Klein. The rating also reflects the Company's consistent performance as evidenced by continued strong operating margins in the face of currency fluctuations, challenging traffic trends and pressured wholesale landscape in North America. The Company's Heritage businesses in the men's sportswear, swimwear, and intimate apparel categories are in mature categories however they are cash generative with strong and consistent returns on capital. Having reduced balance sheet debt by nearly $900 million over the past three years, PVH's debt burden is moderate, with debt/EBITDA of around 3.3 times and Moody's expectation that leverage will continue to improve through earnings growth and debt reduction over the next twelve months. Ratings are constrained by a financial policy that includes both share repurchases and debt reduction, as well as meaningful debt-financed acquisitions and a need to develop a publicly-articulated support for maintaining an investment grade credit profile. PVH's liquidity is very good, as reflected in its SGL-1 Speculative Grade Liquidity rating. Liquidity is supported by significant balance sheet cash, strong free cash flow, and access to its revolving credit facility which Moody's expects to be substantially undrawn. The Company is subject to financial maintenance covenants in its Secured Credit Facility, and Moody's expects it to maintain ample cushion. PVH's meaningful amount of international assets are unpledged and, while not expected, the Company has a number of smaller heritage brands which could be monetized to raise liquidity if necessary. Ratings could be upgraded if the Company maintains stable revenue and profit growth and develops a well-articulated financial policy that supports maintaining a stronger investment grade credit profile. Quantitative metrics include debt/EBITDA sustained below 3.0 times and interest coverage above 4.5 times. Ratings could be downgraded if the company's financial policies were to become more aggressive or operating performance began to falter. Quantitatively, ratings could be downgraded if debt/EBITDA was sustained above 3.75 times. Headquartered in New York, NY, PVH Corp. ("PVH") is one of the world's largest apparel companies, with owned brands such as Calvin Klein, Tommy Hilfiger, Van Heusen, IZOD, ARROW, Warner's, Olga, True&Co. and Speedo, which is licensed for North America and the Caribbean in perpetuity from Speedo International, Ltd. PVH markets a variety of goods under these and other nationally and internationally known owned and licensed brands. Revenues for the twelve months ended May 6, 2018 exceeded $9.2 billion. RAYMOND AND MOTT: Case Summary & 6 Unsecured Creditors ------------------------------------------------------ Debtor: Raymond and Mott Fund LLC 648 Raymond Boulevard Newark, NJ 07105 Business Description: Raymond and Mott Fund LLC is a real estate company that owns in fee simple a 44,000 square foot commercial building at 648 Raymond Boulevard Newark, NJ 07105 valued at $3.9 million based on the company's estimate. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-22301 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Vincent F. Papalia Debtor's Counsel: Stephen B. McNally, Esq. MCNALLY & ASSOCIATES, L.L.C. 93 Main Street, Suite 201 Newton, NJ 07860 Tel: (973) 300-4260 Fax: (973) 300-4264 E-mail: steve@mcnallylawllc.com Total Assets: $3.90 million Total Liabilities: $2.73 million The petition was signed by Chester Meisels, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/njb18-22301.pdf RENNOVA HEALTH: Incurs $146.4 Million Net Loss in First Quarter --------------------------------------------------------------- Rennova Health, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $146.36 million on $1.60 million of net revenues for the three months ended March 31, 2018, compared to a net loss of $49.70 million on $684,265 of net revenues for the three months ended March 31, 2017. As of March 31, 2018, Rennova Health had $6.13 million in total assets, $182.2 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $2.03 million in redeemable preferred stock I-2, and a total stockholders' deficit of $183.90 million. General and administrative expenses decreased by $0.4 million, or 13%, compared to the same period a year ago. There was a decline in sales and marketing expenses of $0.2 million, or 100%, for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017. Bad debt expense for the three months ended March 31, 2018 was $0.6 million, as compared to zero for the three months ended March 31, 2017. The increase is related to allowance for doubtful accounts and allowance billing adjustments by insurance companies. Depreciation and amortization expense was $0.3 million for the three months ended March 31, 2018 as compared to $0.4 million for the same period a year ago. The Company's operating loss decreased by $0.2 million for the three months ended March 31, 2018 as compared to same period a year ago. Interest expense for the three months ended March 31, 2018 was $2.5 million, as compared to $45.6 million for the three months ended March 31, 2017. Other income decreased by $0.6 million for the three months ended March 31, 2018 as compared to same period a year ago. At March 31, 2018, the Company had $35,000 in cash on hand from continuing operations, a working capital deficit of $174.8 million and a stockholders' deficit of $183.9 million. In addition, the Company incurred a loss from continuing operations of $3.7 million for the quarter ended March 31, 2018. Its cash position is critically deficient and payments critical to its ability to operate are not being made in the ordinary course. The Company's fixed operating expenses, including payroll, rent, capital lease payments and other fixed expenses, including the costs required to operate Big South Fork Medical Center, which began operations on Aug. 8, 2017, are approximately $1.5-$2.0 million per month. For the quarters ended March 31, 2018 and 2017, the Company has financed its operations primarily from the sale of its equity securities, the issuance of debentures, short-term advances from related parties, and the proceeds it received from pledging certain of its accounts receivable. Future cash needs for working capital, capital expenditures and potential acquisitions will require management to seek additional equity or obtain additional credit facilities. The sale of additional equity will result in additional dilution to the Company's stockholders. A portion of the Company's cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, the Company evaluates potential acquisitions of those businesses, products or technologies. Highlights from the first quarter of 2018 and recent weeks include: * Completed the acquisition of its second rural hospital in Jamestown, Tennessee at a total cost of approximately $1,100,000 from Community Health Systems (CHS) * Raised $3 million in private placements of convertible notes. * Separated and progressed plans to spin out two divisions, Genetic diagnostics and interpretation (AMSG) and the Software division (HTS) * Increased authorized common stock to 3,000,000,000 shares On Jan. 31, 2018, the Company entered into an asset purchase agreement to acquire certain assets related to an acute care hospital located in Jamestown, Tennessee. The purchase was completed on June 1, 2018. The hospital was acquired by a newly formed subsidiary, Jamestown TN Medical Center, Inc., and is an 85-bed facility of approximately 90,000 square feet on over eight acres of land, which offers a 24-hour Emergency Department with two spacious trauma bays and seven private exam rooms, inpatient and outpatient medical services and a Progressive Care Unit which provides telemetry services. The acquisition also included a separate physician practice which will now operate under Rennova as Mountain View Physician Practice, Inc. Net annual revenues in recent years for the hospital in Jamestown have been approximately $15 million with government payers including Medicare and Medicaid accounting for in excess of 60% of the payor mix. Rennova does not expect this payer mix to change significantly in the near future. The hospital was acquired for approximately $635,000 from Community Health Systems, Inc. Diligence, legal and other costs associated with the acquisition are estimated to be approximately $500,000 meaning the total cost of acquisition to the Company is approximately $1,100,000. Jamestown is located 38 miles from the Company's existing hospital, the Big South Fork Medical Center, which is in Oneida, Tennessee. The Company has secured net proceeds of $3,000,000 in 2018 by entering into Additional Issuance Agreements with two existing institutional investors whereby the Company issued $3.72 million aggregate principle of Senior Secured Original Discount Convertible Debentures due Sept. 19, 2019. "Our second hospital acquisition confirms our determination to expand our business model into a sector where the provision of needed services is less reliant on an expensive sales strategy and more reliant on management of inherently predictable revenues and related costs," said Seamus Lagan, CEO of Rennova. "We look forward to adding additional services and revenue by more fully utilizing the capacity of beds and floor space in our current hospitals and will continue to pursue other acquisitions and opportunities in the areas surrounding our current facilities. We have started to see benefit to our Q1 revenues from our first hospital and expect this benefit to increase as collections and revenue recognition grow in coming months from currently owned business and in the future from anticipated acquisitions." A full-text copy of the Form 10-Q is available for free at: https://is.gd/qqIjNB About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RESOLUTE ENERGY: All 4 Proposals Approved at Annual Meeting ----------------------------------------------------------- Resolute Energy Corporation held its annual meeting of stockholders on June 19, 2018, at which the stockholders: (1) approved the Amended and Restated Charter to declassify the Company's Board; (2) elected each of Nicholas J. Sutton, Gary L. Hultquist and Janet W. Pasque as a Class III director, for a one-year term expiring in 2019 or until his or her successor has been duly elected and qualified; (3) approved, by non-binding advisory vote, the compensation paid to the Company's named executive officers; and (4) ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2018. Pursuant to the Second Amended and Restated Certificate of Incorporation approved by the Company's stockholders at the 2018 Annual Meeting, the Company's Amended and Restated Certificate of Incorporation was amended and restated to provide for declassification of the board of directors, among other things. In accordance with the terms of the Amended and Restated Charter, the current classified Board will be declassified over a two-year period, as follows: * Class I Directors will serve out their current terms expiring at the Company's 2019 annual meeting, and they, or any successors, will stand for election to a one-year term at the Company's 2019 annual meeting; * Class II Directors will serve out their current terms expiring at the Company's 2020 annual meeting, and they, or any successors, will stand for election to a one-year term at the Company's 2020 annual meeting; and * Class III Directors elected at the 2018 Annual Meeting will serve out a one-year term, and they, or any successors, will stand for election to a one-year term at the Company's 2019 annual meeting. Beginning with the 2020 annual meeting, all directors will be elected for a one-year term expiring at the next annual meeting of stockholders. Delaware law provides that directors serving on boards that are not classified may be removed by stockholders with or without cause, while directors serving on boards that are classified may only be removed by stockholders for cause. To conform to Delaware law, the Amended and Restated Charter provides that upon the full declassification of the Board as of the 2020 annual meeting, all directors would be removable "for cause" upon the affirmative vote of a majority of stockholders or "without cause" upon the affirmative vote of at least 66 2/3% of stockholders. Before that time, directors serving in a class elected for a three-year term at the 2016 annual meeting or the 2017 annual meeting may be removed only for cause. Directors elected for a one-year term at each annual meeting of stockholders from 2018 through 2019 may be removed with or without cause. The terms of a Settlement Agreement, dated May 15, 2018, terminating the proxy contest between the Company and Monarch Energy Holdings, LLC and certain of its affiliates were disclosed in the Company's Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission on May 18, 2018. 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. RUNNING M RANCH: Tenant Buying McAlester Property for $825K ----------------------------------------------------------- Running "M" Ranch Trust asks the U.S. Bankruptcy Court for the Eastern District of Oklahoma to authorize the private sale of the real property located at 1308 E. Carl Albert Parkway, McAlester, Oklahoma to Southeast Oklahoma Medical Clinic, LLC for $825,000. On April 2, 2018, the Trust filed the Motion for Order Authorizing Compromise and Settlement of Controversy. If approved, the Settlement Motion will resolve all issues between the Trust and Carol Crownover. The proposed settlement between Carol and the Trust calls for the transfer of the Property to Carol from Running "M" Commercial Properties, LLC. The Trust is the sole member of Commercial. The Purchaser is a currently a tenant in the Real Property. The lease contains a right of first refusal and the Purchaser wishes to exercise its right to purchase the Real Property for the sum of $825,000, with $5,000 earnest money deposit. A copy of the Contract for Purchase and Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Running_M_119_Sales.pdf The Real Property is subject to a properly perfected mortgage in favor of Armstrong Bank. All of the proceeds of the sale (less customary closing related expenses) will be paid to Armstrong Bank. About Running "M" Ranch Trust Running "M" Ranch Trust, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla. Case No. 17-80831) on July 28, 2017, disclosing under $1 million in both assets and liabilities. Karen Carden Walsh, Esq., at Riggs Abney Neal Turpen Orbison & Lewis, is the Debtor's counsel. SCG MADILL: Needs More Time to Exclusively File Plan ---------------------------------------------------- SCG Madill Brookside, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Middle District of Florida to extend the Debtors' exclusive right to file Chapter 11 plan and to solicit acceptances of the plan, through and including the date of a sale hearing, and through and including the date that is 60 days after the plan deadline. As reported by the Troubled Company Reporter on May 2, 2018, the Court previously extended the exclusive periods during which only the Debtors can file a plan of reorganization and solicit acceptance of the plan through and including June 1, 2018, and July 13, 2018, respectively. On May 1, 2018, the Debtors filed the motion of SCG Madill Brookside, LLC, SCG Durant Four Seasons, LLC, AND SCG Oak Ridge, LLC, for entry of a court order (I) Approving Auction Procedures in connection with the Sale of Substantially All of Their Assets at an Auction and (II) Establishing Procedures for the Assumption and/or Assignment by the Debtors of Certain Executory Contracts and Unexpired Leases. Pursuant to the Bid Procedures Motion, Debtors SCG Madill Brookside, LLC, SCG Durant Four Seasons, LLC, and SCG Oak Ridge, LLC are proposing to conduct a sale and auction process with respect to certain of their assets. A hearing on the Bid Procedures Motion is scheduled for June 26, 2018, at 1:30 p.m. At the Hearing, the Court may establish time periods and deadlines with respect to the auction process and may set a date for the sale hearing. The outcome of the auction and sale process will affect the distributions to be proposed by the Debtors in the plan. The Debtors request an extension of the 120-day time period during which the Debtors have the exclusive right to propose and file a Chapter 11 plan A copy of the Debtors' request is available at: http://bankrupt.com/misc/flmb17-10101-134.pdf About SCG Madill Brookside Based in Tampa, Florida, SCG Madill Brookside, LLC, d/b/a Brookside Nursing Center, and its affiliates operate skilled nursing facilities. They provide residents and patients with a full spectrum of skilled nursing and long-term health care services and offer a wide range of direct care services like therapy, hospice care, Alzheimer's, and dementia care within their portfolio of facilities. On Dec. 5, 2017, Chapter 11 bankruptcy petitions were filed by SCG Madill Brookside (Bankr. M.D. Fla. Case No. 17-10101) and affiliates SCG Durant Four Seasons, LLC (Case No. 17-10103), SCG Lake Country, LLC (Case No. 17-10104), SCG Oak Ridge, LLC (Case No. 17-10107), SCG Red River, LLC (Case No. 17-10108), and SCG Red River Management, LLC (Case No. 17-10109). In the petition signed by David Vaughan, chairman of the Board, SCG Madill Brookside estimated assets and liabilities at between $1 million and $10 million each. These affiliated cases previously filed on July 27, 2017 in the Middle District of Florida, Tampa Division, with Judge Catherine Peek McEwen as bankruptcy judge: Entity Case No. ------ -------- Senior Care Group, Inc. 17-06562 SCG Laurellwood, LLC 17-06576 SCG Gracewood, LLC 17-06574 SCG Harbourwood, LLC 17-06572 SCG Baywood, LLC 17-06563 Key West Health and Rehabilitation Center 17-06580 The Bridges Nursing and Rehabilitation, LLC 17-06579 Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtors' bankruptcy counsel. SCIENTIFIC GAMES: Stockholders Elected 14 Directors --------------------------------------------------- At the annual meeting of stockholders held on June 13, 2018, Scientific Games Corporation's stockholders: (1) elected Ronald O. Perelman, Barry L. Cottle, Peter A. Cohen, Richard M. Haddrill, Gavin M. Isaacs, Viet D. Dinh, Gerald J. Ford, David L. Kennedy, Judge Gabrielle K. McDonald, Paul M. Meister, Michael J. Regan, Barry F. Schwartz, Kevin M. Sheehan and Frances F. Townsend as members of the Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) ratified the adoption of the Company's regulatory compliance protection rights plan; and (4) ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending Dec. 31, 2018. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Committed to responsible gaming, Scientific Games delivers what customers and players value most: trusted security, engaging entertainment content, operating efficiencies and innovative technology. Scientific Games reported a net loss of $242.3 million for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million for the year ended Dec. 31, 2016. As of March 31, 2018, Scientific Games had $7.73 billion in total assets, $9.93 billion in total liabilities and a total stockholders' deficit of $2.19 billion. SCREENVISION LLC: Moody's Assigns B1 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned new ratings for Sequel Merger Sub II LLC, including a B1 Corporate Family Rating (CFR) and a B1-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned B1 ratings to each of the proposed $30 million senior secured first lien revolving credit facility and $175 million first lien term loan. The rating outlook is stable. The new loans are being issued as part of a transaction whereby affiliates of Abry Partners (Abry) are purchasing a majority stake in Screenvision. In addition to the credit facilities, affiliates of Abry are investing new cash equity. Screenvision's existing owners, affiliates of Shamrock Capital Advisors and AMC Entertainment, will roll over a portion of their equity. At the close of the transaction, Sequel Merger Sub II LLC will merge with Screenvision LLC, the latter of which will be the surviving entity. For purposes of the credit discussion, Moody's will refer to Sequel Merger Sub II LLC and Screenvision LLC collectively as "Screenvision." The transaction is expected to close in early July 2018. Assignments: Issuer: Sequel Merger Sub II LLC Probability of Default Rating, Assigned B1-PD Corporate Family Rating, Assigned B1 Senior Secured Bank Credit Facilities, Assigned B1 (LGD3) Outlook Actions: Issuer: Sequel Merger Sub II LLC Outlook, Assigned Stable RATINGS RATIONALE Screenvision's B1 CFR broadly reflects the company's small revenue base, modest leverage, and a well-established market position for on-screen cinema advertising. The business is supported by long-term contracts with cinema owners which provide some stability to cash flows. While the company's revenue base is small, it has a solid position in its niche market and provides advertisers with access to a large network of about 15,000 movie screens in 2,300 theaters across the United States. Of the three largest cinema operators in the United States, the company has a contract with one of them, AMC Entertainment, but broad reach outside this group to about 170 cinema exhibitors. Pro forma for the transaction, the company has relatively modest leverage, with debt/EBITDA of about 3.6x (including Moody's standard adjustments). Moody's anticipates that Screenvision will maintain good liquidity through mid-2019, supported by its new $30 million first lien revolver due 2023 and positive free cash flow. The company's $30 million first lien revolver due 2023 and $175 million first lien term loan due 2025 are each rated B1, equivalent to the CFR and reflecting that these obligations are expected to comprise the entirety of the company's debt capital. The stable rating outlook reflects Moody's expectation of modest revenue growth over the next 12-18 months, supporting leverage sustained at levels in the mid-3x range. Factors that could lead to an upgrade include growing revenue and EBITDA in a demand environment supportive of current pricing levels, increased customer diversification, free cash flow (FCF)-to-debt sustained over 10%, lower leverage, and maintenance of a conservative financial profile supportive of this leverage level. Factors that could lead to a downgrade include debt/EBITDA over 5x, FCF/debt of 5% or less, loss of key customers, more aggressive financial policies including debt-financed acquisitions or dividends, and/or a deterioration in liquidity. The principal methodology used in these ratings was Media Industry published in June 2017. Screenvision, headquartered in New York City, is a privately owned operator of a leading in-theater advertising network in the United States. Pro forma for the transaction, the company will be majority-owned by affiliates of Abry (about 52%), with ownership stakes also held by affiliates of Shamrock Capital Advisors and AMC Entertainment, in addition the company's management. Revenue for the twelve months ended March 31, 2018 was $219 million. SNAP LINE: Case Summary & 7 Unsecured Creditors ----------------------------------------------- Debtor: Snap Line Services, Inc. 380 Dahlonega Hwy., Suite 102 Cumming, GA 30040 Business Description: Snap Line Services, Inc. specializes in providing credit services to dealers and retailers. Snap Line was incorporated in July, 2013 as a domestic profit corporation. Chapter 11 Petition Date: June 19, 2018 Case No.: 18-21223 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: Michael D. Robl, Esq. ROBL LAW GROUP LLC Suite 250 3754 LaVista Road Tucker, GA 30084 Tel: 404-373-5153 Fax: 404-537-1761 Email: michael@roblgroup.com Total Assets: $731,020 Total Liabilities: $1.35 million The petition was signed by George V. Matthews, president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-21223.pdf SPINLABEL TECHNOLOGIES: Unsecureds to Get 10% Under Plan -------------------------------------------------------- SpinLabel Technologies, Inc., filed a plan of reorganization and accompanying disclosure statement proposing to pay holders of allowed general unsecured claims, classified in Class 5, with the option of: (i) Pro Rata share of 10% of New Equity based on holders of Allowed General Unsecured Claims who elect to receive New Equity, (ii) a Pro Rata share of Litigation Trust Proceeds not to exceed the Allowed Amount of the Claim and to be distributed among holders of Allowed Secured Claims and Allowed General Unsecured Claims who elect the treatment, or iii) one lump sum 10% distribution. The estimated allowed amount of general unsecured claims is $2,215,977. Allowed secured claims, classified in Class 3, will have the option of: (i) Pro Rata share of 5% of New Equity based on holders of Allowed Secured Claims who elect to receive the New Equity, (ii) a Pro Rata share of Litigation Trust Proceeds not to exceed the Allowed Amount of the Claim and to be distributed among holders of Allowed Secured Claims and Allowed General Unsecured Claims who elect the treatment, or (iii) one lump sum 10% distribution. The estimated amount of allowed secured claims is $915,207. Prior to the Confirmation Hearing, the Debtor anticipates it will obtain exit financing in the estimated amount of $1,500,000.00 in exchange for 30% of New Equity in the Reorganization Debtor, which will be free and clear of all liens, claims or encumbrances of any kind or nature. As of the Effective Date, the Reorganized Debtor's officers and directors, and their salaries will be as follows: (i) David M. Klein, PhD, as the executive board member who will receive an salary of $7,500 per month and who is anticipated to hold the position for a period of 6 months following the Effective Date; (ii) Alan Shugarman as the president who will receive a salary of $10,000 per month for the first six months following the Effective Date and $12,000 per month after; and (iii) Mike Neubauer as the vice president who will receive a salary of $8,000 per month for the first six months following the Effective Date and $9,000 per month after. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-20123-160.pdf About SpinLabel Technologies SpinLabel Technologies, Inc. -- http://www.spinlabels.com/-- is a Florida-based company dedicated to building and licensing its unique labeling technology that builds brand value by engaging current and prospective customers in the shopping corridor and at home. SpinLabel's proprietary, patented label Technology enables a spinning label (an outer Label over an inner label) to almost double the valuable messaging space on a container. SpinLabel is aligned with top label manufacturers globally to facilitate easy integration into most types of existing consumer product packaging. Based in Miami, Florida, SpinLabel -- which does business as Spinformation, Inc., as Accudial Pharmaceutical, Inc., and as Accudial, Inc. -- filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20123) on Aug. 9, 2017. In the petition signed by Alan Shugarman, its director, the Debtor estimated $1 million to $10 million in both assets and liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page PA, serves as the Debtors' bankruptcy counsel. Genovese Joblove & Battista, P.A., as special counsel. The Office of the U.S. Trustee on Oct. 12, 2017, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of SpinLabel Technologies. STONEMOR PARTNERS: Austin So Remains as GP's Chief Legal Officer ---------------------------------------------------------------- StoneMor GP LLC, the general partner of StoneMor Partners L.P., and Austin K. So, general counsel, chief legal officer and secretary of StoneMor GP have entered into an employment agreement pursuant to which Mr. So continues to serve as general counsel, chief legal officer and secretary of StoneMor GP. The agreement superseded the letter agreements previously entered into with Mr. So in May 2016 and January 2017. Mr. So's base salary under the agreement remains $375,000 per year, which base salary is subject to annual review by the Board of Directors of StoneMor GP. Any decrease in base salary will be made only to the extent StoneMor GP contemporaneously and proportionately decreases the base salaries of all of its senior executives. The agreement provides that Mr. So is eligible to receive an annual incentive cash bonus with respect to each fiscal year of StoneMor GP, provided that he will not be eligible to receive such bonus if he is not employed on the last day of the fiscal year to which such bonus relates and, further, he will not be eligible for such bonus unless other senior executive team members have also earned a bonus for such fiscal year. The amount of the cash bonus will be targeted at 50% of his base salary with respect to the applicable fiscal year. Mr. So remains entitled to receive a quarterly retention bonus of $25,000 per quarter, payable in cash after the end of each quarter in 2018, provided that he is employed by StoneMor GP on the day StoneMor GP pays the applicable retention bonus. Under the agreement, Mr. So is also entitled to participate in the Partnership's 2014 Long-Term Incentive Plan to the extent that StoneMor GP offers the LTIP to all senior executives of StoneMor GP. Mr. So's participation in the LTIP, if offered by StoneMor GP, will be in an annual amount equal to 50% of his base salary, with 50% of such annual amount vesting in equal annual installments over three years and 50% of the annual amount vesting based upon attainment of performance goals as determined by the Compensation Committee of the Board. To the extent Mr. So's employment terminates on account of "Retirement" during a performance period applicable to a particular LTIP grant, the portion of such LTIP grant that is subject to performance goals will be earned pro-rata based on actual performance and the number of months that Mr. So was employed during the performance period. To be eligible for a pro-rated portion of the LTIP grant in the event of a Retirement, Mr. So must execute a release substantially in the form attached to his agreement. If Mr. So's employment is terminated by StoneMor GP for "Cause" or by Mr. So without "Good Reason" or in the event of Mr. So's death or "Disability", Mr. So will be entitled to receive the following: (i) any base salary for days actually worked through the date of termination; (ii) reimbursement of all expenses for which Mr. So is entitled to be reimbursed pursuant to the agreement, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under StoneMor GP's employee benefit plans and programs in accordance with the terms of those plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in StoneMor GP or the Partnership; (v) any bonus or other incentive (or portion thereof) for any preceding completed fiscal year that has been awarded by StoneMor GP to Mr. So, but has not been received by him prior to the date of termination; and (vi) accrued but unused vacation, to the extent Mr. So is eligible in accordance with StoneMor GP's policies. If Mr. So's employment is terminated by StoneMor GP without "Cause" or by Mr. So for "Good Reason", and provided that Mr. So enters into a release as provided for in the agreement, Mr. So would be entitled to receive, in addition to the benefits described in the preceding paragraph, the following: (i) payment of his base salary for a period of 12 months following the effective date of his termination, to be paid in equal installments in accordance with the normal payroll practices of StoneMor GP, commencing within 60 days following the date of termination, with the first payment including any amounts not yet paid between the date of termination and the date of the first payment and (ii) a pro-rata cash bonus for the fiscal year in which such termination occurs, if any, determined by StoneMor GP (subject to certain the restrictions as set forth above), which will be paid at the same time that annual incentive cash bonuses are paid to other executives of StoneMor GP, but in no event later than March 15 of the fiscal year following the fiscal year in which the date of termination occurs. In the event of a "Change in Control", all outstanding equity interests granted to Mr. So that are subject to time-based vesting provisions and that are not fully vested will become fully vested as of the date of such Change in Control. The agreement also includes customary covenants running during Mr. So's employment and for 12 months thereafter prohibiting solicitation of employees, directors, officers, associates, consultants, agents or independent contractors, customers, suppliers, vendors and others having business relationships with StoneMor GP and prohibiting Mr. So from directly or indirectly competing with StoneMor GP. The agreement also contains provisions relating to protection of StoneMor GP's property, its confidential information and ownership of intellectual property as well as various other covenants and provisions customary for an agreement of this nature. Agreements with Patricia D. Wellenbach and Stephen J. Negrotti Restricted Phantom Unit Agreements On June 15, 2018, each of Ms. Wellenbach and Mr. Negrotti entered into a Director Restricted Phantom Unit Agreement with StoneMor GP under the LTIP. Each Restricted Phantom Unit Agreement provides, among other things, as follows: * commencing on July 1, 2018, compensation in the annual amount of $20,000 payable to each director in consideration for service as a director, pro rated for 2018, will be deferred and credited, in the form of restricted phantom units, to a mandatory deferred compensation account established by StoneMor GP for the Director; * the Annual Deferral will be credited in equal quarterly installments, each installment to be credited on the date of the regular quarterly meeting of the Board for that quarter; provided, however, that the Annual Deferral for 2018 will be credited in installments of $10,000 and $5,000 on the date of the regular quarterly meeting of the Board for the third and fourth quarter, respectively, of 2018; * the number of restricted phantom units (or fractions thereof) to be credited to the Director's Mandatory Deferred Compensation Account will be determined by dividing the amount of each quarterly installment by the closing price for common units of the Partnership for the trading day immediately prior to the first day of such regular quarterly Board meeting (in the event that there is no meeting of the Board during any calendar quarter, the crediting will occur on such date as is designated by StoneMor GP); * for each restricted phantom unit in the Mandatory Deferred Compensation Account, StoneMor GP will credit the account, solely in additional restricted phantom units, an amount of distribution equivalent rights so as to provide the Directors a means of participating on a one-for-one basis in distributions made to holders of the Partnership's common units; * payments of the Director's Mandatory Deferred Compensation Account will be made on the earliest of (i) separation of the Director from service as such, (ii) disability (as described in the Restricted Phantom Unit Agreement), (iii) "Unforeseeable Emergency" (as defined in the Restricted Phantom Unit Agreement), (iv) death or (v) "Change of Control" (as defined in the Plan including the last sentence thereof applicable to 409A Awards (as defined in the Plan)) of the Partnership or StoneMor GP; * payments for restricted phantom units (or fractions thereof) credited to the Mandatory Deferred Compensation Account will be made in the Partnership's common units, provided that StoneMor GP, at its option, may elect to pay all or any portion of the Mandatory Deferred Compensation Account in cash instead of paying in common units; and * restricted phantom units (or fractions thereof) credited to the Mandatory Deferred Compensation Account shall be valued at the closing price for the Partnership's common units as published in The Wall Street Journal or in Yahoo Finance for the trading day immediately prior to the payment date. Indemnification Agreements On June 15, 2018, each of Ms. Wellenbach and Mr. Negrotti entered into an indemnification agreement with StoneMor GP, the terms of which are consistent with the terms of the indemnification provided to the other directors of StoneMor GP and by StoneMor GP's limited liability company agreement. Under the indemnification agreements, StoneMor GP is required to indemnify Ms. Wellenbach and Mr. Negrotti to the fullest extent of the law against liabilities, costs and expenses incurred by them in their capacities as a director or agent of StoneMor GP unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that the director acted in bad faith or engaged in fraud, willful misconduct or gross negligence. The indemnification agreements also require StoneMor GP to indemnify Ms. Wellenbach and Mr. Negrotti for criminal proceedings unless the applicable director acted with knowledge that such director's conduct was unlawful. Any such indemnification will be only out of the assets of StoneMor GP. About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 316 cemeteries and 93 funeral homes in 27 states and Puerto Rico. StoneMor is the only publicly traded death care company structured as a partnership. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. For additional information about StoneMor Partners L.P., please visit StoneMor's website, and the investors section, at http://www.stonemor.com. As of Sept. 30, 2017, StoneMor had $1.79 billion in total assets, $1.66 billion in total liabilities and $136.74 million in total partners' capital. StoneMor incurred a net loss of $30.48 million in 2016, a net loss of $23.39 million in 2015 and a net loss of $9.78 million in 2014. * * * As reported by the TCR on April 6, 2018 S&P Global Ratings affirmed its 'CCC+' corporate credit rating on StoneMor Partners L.P. S&P said, "The rating affirmation reflects our expectation that the company can generate operating cash flow of approximately $25 million in 2018 to support operating needs for at least another year." STONEMOR PARTNERS: Successfully Amends Credit Facility ------------------------------------------------------ StoneMor Partners L.P. has secured an amendment to its credit agreement that extends the deadline for delivering the Partnership's audited financial statements for the year ended Dec. 31, 2017 to June 30, 2018, with the Partnership being required to deliver the unaudited financial statements for the quarter ended March 31, 2018 no later than 60 days after the date on which the Partnership delivers the audited 2017 financial statements, and for the quarter ending June 30, 2018 no later than 105 days after the Partnership delivers the audited 2017 financial statements. Leo Pound, interim chief executive officer of StoneMor commented, "Our amended credit agreement is the result of significant collaboration with our lenders to meet their desire to utilize more GAAP-based metrics, and we are pleased with the result. StoneMor has previously stated its commitment to operating within the four corners of its balance sheet and to deemphasize the use of non-GAAP financial measures. Historically, the Consolidated Leverage Ratios we reported have included non-GAAP financial measures and unsecured debt unrelated to the credit facility. Working with our lenders, our new Consolidated Secured Net Leverage Ratio is calculated primarily using GAAP financial measures, including specific GAAP-based cash flow adjustments, and uses primarily our senior bank facility. The Partnership and its lenders mutually agreed on the new covenant metrics to more clearly reflect the cash flows and relevant debt used to measure its leverage ratio. We believe this creates a cleaner, more transparent view of our leverage covenant. We appreciate our lenders continued support." Under the terms of the amended credit agreement, effective June 12, 2018, the credit facility: * Increases the Partnership's maximum leverage ratio, which is now a Consolidated Secured Net Leverage Ratio, from 4.25:1.00 to 5.75:1.00 through September 30, 2018, after which it reduces to 5.50:1.00 through December 31, 2018, to 5.00:1.00 for periods ending in the year ending December 31, 2019 and to 4.50:1.00 for periods ending in the year ending December 31, 2020; * Decreases the revolving credit commitment from $200 million to $175 million while increasing the interest rate by 0.50%; * Reduces the fixed charge coverage ratio from 1.2x to 1.0x in 2018 and 1.1x in 2019 and eliminates the consolidated debt service coverage ratio; * Establishes limitations on incurring additional unsecured indebtedness and using subordinated debt to fund certain acquisitions; and * The Partnership will continue to restrict distributions to partners until the Consolidated Leverage Ratio (which includes the effect of unsecured indebtedness, of which there was approximately $173.5 million outstanding at March 31, 2018) is not greater than 7.50:1.00 and there is at least $25.0 million of availability under the revolving credit agreement. The increase in the maximum CSNLR from 4.25 to 5.75 is primarily due to the change in the way the ratio is calculated, relying mostly on GAAP financial measures, as mentioned above. The revised consolidated secured net leverage and fixed charge coverage ratios provide StoneMor with financial flexibility while the lower total commitment will reduce fees on capacity the Partnership did not intend to use. It is anticipated that any future growth acquisitions will either be funded through equity issuances by the Partnership or completed by the general partner. A full-text copy of the Sixth Amendment and Waiver Agreement is available for free at https://is.gd/iIPDLu About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania -- http://www.stonemor.com/-- is an owner and operator of cemeteries and funeral homes in the United States, with 316 cemeteries and 93 funeral homes in 27 states and Puerto Rico. StoneMor is the only publicly traded death care company structured as a partnership. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. As of Sept. 30, 2017, StoneMor had $1.79 billion in total assets, $1.66 billion in total liabilities and $136.7 million in total partners' capital. StoneMor incurred a net loss of $30.48 million in 2016, a net loss of $23.39 million in 2015 and a net loss of $9.78 million in 2014. * * * As reported by the TCR on April 6, 2018 S&P Global Ratings affirmed its 'CCC+' corporate credit rating on StoneMor Partners L.P. S&P said, "The rating affirmation reflects our expectation that the company can generate operating cash flow of approximately $25 million in 2018 to support operating needs for at least another year." SYNOVUS FINANCIAL: Fitch to Rate $200MM Series D Stock 'B(EXP)' --------------------------------------------------------------- Fitch Ratings expects to assign a 'B' rating to Synovus Financial Corp.'s (SNV) issuance of $200 million of 2.300% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D. SNV expects to use the proceeds for the redemption of the company's approximately $130 million of outstanding Series C Preferred Stock of with the remaining proceeds to be used for general corporate purposes. In December 2017, Fitch affirmed SNV's Long-Term Issuer Default Rating (IDR) and Viability Rating (VR) at 'BBB-' and 'bbb-', respectively, and revised the Rating Outlook to Positive from Stable. KEY RATING DRIVERS SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The rating for the new offering is equivalent to the rating on SNV's existing preferred stock. SNV's preferred stock is notched five levels below its viability rating (VR), two times for loss severity and three times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. RATING SENSITIVITIES SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for SNV and its operating companies' preferred stock are sensitive to any change to the VR. Fitch has assigned the following rating: Synovus Financial Corp. -- $200 million 6.300% fixed-to-floating rate non-cumulative perpetual preferred stock, Series D 'B(EXP)'. Fitch currently has the following ratings on SNV: Synovus Financial Corp. -- Long-term IDR 'BBB-'; Positive Outlook; -- Short-term IDR 'F3'; -- Viability Rating 'bbb-'; -- Senior unsecured 'BBB-'; -- Subordinated debt 'BB+'; -- Preferred stock 'B'; -- Support '5'; -- Support Floor at'NF'. Synovus Bank -- Long-term IDR 'BBB-'; Positive Outlook; -- Short-term IDR 'F3'; -- Viability Rating 'bbb-'; -- Long-term deposits 'BBB'; -- Short-term deposits 'F3'; -- Support '5'; -- Support Floor 'NF'. TINTRI INC: Tom Barton Quits as CEO, Interim CFO and Director ------------------------------------------------------------- Tom Barton notified Tintri, Inc., of his resignation as the Company's chief executive officer, interim chief financial officer and member of the Board, effective June 18, 2018. The company said Mr. Barton did not resign due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company has not appointed any replacement chief executive officer or chief financial officer at this time. About Tintri Founded in 2008 and headquartered in Mountain View, California, Tintri, Inc., develops and markets an enterprise cloud platform combining cloud management software technology and a range of all-flash and hybrid storage systems, for virtualized and cloud environments. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2014, on the Company's consolidated financial statements for the year ended Jan. 31, 2018, contains an explanatory paragraph stating that the Company has incurred negative cash flows from operations, is required to maintain compliance with certain financial covenants and, regardless of the financial covenants, the Company likely does not have sufficient cash to meet its obligations associated with its operating activities beyond June 30, 2018. Together, these factors raise substantial doubt about the Company's ability to continue as a going concern. Tintri incurred net losses of $157.7 million for the year ended Jan. 31, 2018, $105.80 million for the year ended Jan. 31, 2017, and $100.96 million for the year ended Jan. 31, 2016. As of Jan. 31, 2018, Tintri had $76.24 million in total assets, $167.95 million in total liabilities, and a total stockholders' deficit of $91.71 million. URBAN ONE: S&P Alters Outlook to Negative & Affirms 'B-' CCR ------------------------------------------------------------ S&P Global Ratings revised its rating outlook on Silver Spring, Md.–based Urban One Inc. to negative from stable. At the same time, S&P affirmed its 'B-' corporate credit rating on the company. S&P said, "We also affirmed our 'B' issue-level rating on the company's $350 million senior secured notes. The recovery rating remains '2', indicating our expectation for substantial (70%-90%; rounded estimate: 70%) recovery of principal in the event of a payment default. "In addition, we affirmed our 'CCC' issue-level rating on the company's $335 million senior subordinated notes. The recovery rating remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of a payment default." The outlook revision reflects the refinancing risks associated with its senior subordinated notes due February 2020 and the springing maturity that makes its term loan due as early as November 2019 if the senior subordinated notes are not refinanced or extended before that date. The springing 2019 maturity on the term loan could also lead to the company not being able to obtain a clean auditor's opinion on its 2018 financial statements if the maturity has not been extended before the deadline to file its 10-K by March 18, 2019. S&P believes the springing 2019 maturity and the deterioration in the company's operating performance over the past 12 months could lead to elevated refinancing risks over the next year. It also reflects that addressing its maturities will likely lead to increased interest costs, which could further affect the company's ability to generate cash and repay debt. The negative outlook reflects the refinancing risks associated with the company's senior subordinated notes due February 2020 and the springing maturity of its term loan in November 2019. S&P believes the springing maturity and the deterioration in the company's operating performance over the past 12 months could lead to elevated refinancing risks over the next year. It also reflects that addressing its maturities will likely lead to increased interest costs, which could further affect the company's ability to generate cash and repay debt. S&P said, "We could lower our corporate credit rating on Urban One if we did not expect the company to be able to refinance or extend its senior subordinated notes by the end of 2018. This would likely occur if the company has not publicly announced its refinancing strategy by the end of the third quarter. We could also lower our rating if the trading value of its senior subordinated notes weakened materially, which would increase the likelihood of a distressed debt exchange. Alternatively, we could lower our corporate credit rating if the company refinanced its maturities, but its interest burden increased significantly, or we expected revenue to decline in the 3%-5% range annually due to an inability to stabilize ratings and revenues at TV One, combined with an acceleration in the decline of radio industry revenues. Either scenario could result in leverage remaining above 7x with a limited ability to reduce leverage through cash flows, which we believe would make the capital structure unsustainable. "We could revise the outlook to stable if Urban One successfully refinanced its maturities and we expected the company to be able to reduce leverage to well below 7x and generate at least 5% FOCF to debt on an annual basis. This could occur if ratings at TV One improved and the company could demand higher advertising rates or if the company gained substantially more distribution and in turn increased advertising and affiliate fee revenues. This scenario could also occur if the company is able to reduce debt through significant deleveraging asset sales." UTBIC LIQUIDATION: Order in JobDiva Action to Reduce $1.3M Damages ------------------------------------------------------------------ UTBIC Liquidation Co., f/k/a The New York Internet Co., Inc., amended the disclosure statement explaining its Chapter 11 plan to disclose that the decision of the U.S. Bankruptcy Court for the Southern District of New York entered on April 13, 2018, in the Debtor's lawsuit against JobDiva Incorporated would amount to a significant reduction in the $1.3 million damages that were initially thought to be owed to the Debtor. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-10326-124.pdf About The New York Internet The New York Internet Co., Inc., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10326) on Feb. 14, 2017. In the petition signed by Phillip Koblence, vice president and chief operating officer, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Sean H. Lane. The Debtor has engaged Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, to serve as bankruptcy counsel; Charles E. Boulbol, Esq. at Charles E. Boulbol, P.C. as special litigation counsel, and Poillucci & Kahan P.C. as accountant. No creditors' committee, trustee or examiner has been appointed in the Debtor's Chapter 11 case. VERMILION ENERGY: S&P Raises CCR to to 'BB', Outlook Stable ----------------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on Calgary, Alta.-based Vermilion Energy Inc. to 'BB' from 'BB-'. At the same time, S&P Global Ratings raised its issue-level rating on Vermilion's senior unsecured debt to 'BB' from 'BB-'. S&P Global Ratings removed the ratings from CreditWatch, where they were placed with positive implications April 17, 2018. The outlook is stable. The '3' recovery rating on the senior unsecured notes is unchanged and reflects S&P's view that debtholders could expect meaningful recovery (50%-70%; rounded estimate 65%) in a default scenario. The upgrade reflects Vermilion's enhanced financial risk profile following the acquisition of Spartan Energy Corp. The improvement results from Spartan's low leverage metrics, its strong cash flow generation, its exposure to light oil production, and the deal being financed mostly through Vermilion shares. On May 28, 2018, the company announced that it has concluded its acquisition of Spartan's assets for about C$1.4 billion, composed of C$1.23 billion in Vermilion shares and C$175 million in the assumption of Spartan's existing debt. Concurrently, Vermilion announced it had reached an agreement with its bank syndicates to increase its revolving credit facility to C$1.6 billion from C$1.4 billion, and extend its maturity to May 2022 from May 2021. Vermilion withdrew from the facility to fully repay Spartan's C$175 million revolving facility. The stable outlook reflects Vermilion's enhanced cash flow and credit metrics due to Spartan's good operating and financial profile, the transaction's financing mainly through equity, the increased exposure to light oil, and Vermilion's high product and geographic diversification that should provide resilience for credit metrics. S&P said, "In addition, the stable outlook reflects our expectation that Vermilion will focus on the Spartan assets integration and organic growth of its reserve and production base during the next three years. We expect the company's profitability metrics will remain in the midrange of the global E&P peer group and based on our cash flow and spending estimates, we expect Vermilion's liquidity will remain strong and its three-year, weighted-average FFO-to-debt will stay in the 45%-60% range during the next 12 months." S&P said, "We could take a negative rating action if Vermilion's fully adjusted three-year, weighted-average FFO-to-debt consistently fell below 45% due to weaker-than-expected average daily production or realized prices. "We could take a positive rating action if Vermilion continuously increases its reserve and production base and improves its profitability profile during the next 12 months, with its unit EBI ranking in the top quartile of the global E&P peer group through an enhanced cost profile and lower finding and development costs." VINCENT DICANIO: Finas Buying Nissequogue Property for $1.6 Million ------------------------------------------------------------------- Vincent DiCanio Qualified Personal Residence Trust asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the bidding procedures in connection with the sale of the Debtor's assets, to wit, property located at 1 Pine Point, Nissequogue, New York to Craig and Andrea Fina for $1.6 million, subject to overbid. The Debtor is the owner of the Property. It is a qualified personal residential trust. The Property was transferred to the Debtor by quitclaim deed. The holder of the First Mortgage Claim commenced a foreclosure proceeding during 2011 in Supreme Court, Suffolk County entitled Pennymac Corp. vs. Vincent F. DiCanio, Index Number 15871/2011. The Court entered a judgment of foreclosure and sale on June 13, 2017. The petition was filed to stay a sale scheduled for Dec. 15, 2017. The Property is also subject to a second mortgage in favor of People's United Bank. The Debtor continued its efforts to sell the Premises in the Chapter 11 proceeding. It has obtained a purchase offer from the Purchaser. On March 16, 2018, the parties entered into the Contract of Sale, pursuant to which the Debtor proposes to sell the Property to the Purchaser for $1.6 million. The Contract of Sale was incorporated into a proposed Plan of Reorganization, and a supporting Disclosure Statement. The Plan and Disclosure Statement have been supplanted by the Amended Plan and Amended Disclosure Statement. At the hearing on the approval of the Amended Disclosure Statement held on April 25, 2018, the Court requested that PennyMac Loan Services, LLC consider the approval of the sale of the Property on a consensual basis, and adjourned the hearing until June 6, 2018. The Purchase Price is less than the amount due to Pennymac. However, the Debtor believes that the sale as proposed is in Pennymac's best interest since it promises certainly and prompt payment. The sale is subject to higher and better bids. In order to ensure that the highest and best price is received for the Property, and/or the Debtor, the Debtor has established the proposed Bidding Procedures to govern the submission of competing bids at an Auction. Accordingly, it asks the Court's approval of the Bidding Procedures. The Purchaser's counsel expressed a certain amount of unease at the length of the adjournment of the Disclosure Statement Hearing. In order to retain the Purchaser and proceed with the transaction, the Debtor proposes to offer a $50,000 fee to the Purchaser in the event that a party other than Purchaser is the prevailing party. The proposed Break-Up Fee is equal to 3.125% of the purchase price under the Contract of Sale. It is payable only upon the closing of a transaction involving a sale of the Property, following an Auction, by the Debtor to a successful bidder other than the Purchaser that is higher and better than the terms and conditions of the Contract of Sale. Pursuant to the Contract of Sale, the payment of the Break-Up Fee will constitute an allowed super-priority expense of the Debtor's estate and will be paid from the sale proceeds of such Alternative Transaction. In addition, the Bidding Procedures provide that bidders submit initial overbids in an amount not less than an amount equal to the Break-Up Fee plus an initial increment of $5,000 and will continue in increments of $5,000. All bids submitted for the purchase of the Property will remain open, and all deposits held in the attorney escrow account of the Debtor's counsel until the sale of the Property to the Successful Bidder is consummated. In the event that the Successful Bidder is unable to consummate on the Sale of the Property, the next highest and/or best bidder will then be required to consummate on the Sale of the Property. However, if the Purchaser is the Backup Bidder, the Purchaser's bid will remain open for 7 days after the Sale Hearing, unless otherwise agreed between the Debtor and the Purchaser. In connection with the Motion, the Debtor proposes to invite interested parties to make higher or better offers by way of conducting an Auction of the Property in contemplation of a Sale free and clear of all liens, claims and encumbrances, with all such liens, claims and encumbrances to attach to the Sale proceeds. A copy of the Contract and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Vincent_DiCanio_Trust_35_Sales.pdf The Debtor has, subject to Court approval, engaged Classic Realty Development Corp. as the Listing Broker. From the proceeds, the Listing Broker will receive a commission of 6%. The Listing Broker intends to pay one-half its commission to Coach Real Estate Associates, Inc., the Selling Broker, who introduced Purchaser to the transaction. The Debtor's estate has or is anticipated to have, the following estimated liabilities: As of 5/23/2018 Creditor Type of Claim Est. Amount Owed -------- ------------- ---------------- US Trustee Fees Administrative $1,500 (est.) Brokerage Commission to Listing Broker $96,000 Net Sale Proceeds of sale paid to Pennymac Secured $1,504,000 ---------- Total Distributed under Plan $1,600,000 The Purchase Price is not sufficient to provide for a complete distribution to the Debtor's creditors. For there to be a distribution to unsecured creditors would require additional higher bids to be obtained at the Auction in excess of $3.7 million. The Contract of Sale provides for a June 28, 2018 closing. A 14-day stay of the Sale would risk the obligation of the Purchaser to proceed with the sale. For the foregoing reasons, the Debtor therefore asks that the Court waives the 14-day stay consistent with the provisions of Federal Rule of Bankruptcy Procedure 6004(h). About Vincent DiCanio Qualified Personal Residence Trust Vincent DiCanio Qualified Personal Residence Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-77690) on December 12, 2017. In the petition signed by Vincent F. DiCanio, trustee, the Debtor estimated assets of $1,000,001 to $10 million. Judge Robert E. Grossman presides over the case. The Debtor is represented by Robert L. Rattet, Esq., at Rattet, PLLC. On March 22, 2018, the Debtor filed a disclosure statement and Chapter 11 plan of liquidation. WILLBROS GROUP: Files Form 15 to Deregister Its Securities with SEC ------------------------------------------------------------------- Willbros Group, Inc., filed with the Securities and Exchange Commission a Form 15 to voluntarily terminate the registration of its common stock, senior debt securities, subordinated debt securities, preferred stock, depositary shares, warrants, purchase contracts, guarantees of debt securities, rights, preferred share purchase rights and units. As a result of the Form 15 filing, the Company is no longer obligated to file periodic reports with the SEC. About Willbros Group Based in Houston, Texas, Willbros -- http://www.willbros.com/-- is a specialty energy infrastructure contractor serving the power and oil and gas industries with offerings that primarily include construction, maintenance and facilities development services. The report from the Company's independent accounting firm PricewaterhouseCoopers LLP, the Company's auditor since 2011, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations, cash outflows from operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Willbros reported a net loss of $108.1 million in 2017 and a net loss of $47.75 million in 2016. As of March 31, 2018, Willbros Group had $349.03 million in total assets, $333.9 million in total liabilities and $15.17 million in total stockholders' equity. ZALER POP: County of Allegheny Objects to Disclosure Statement -------------------------------------------------------------- The County of Allegheny objects to the amended disclosure statement and amended Chapter 11 plan of reorganization of Zaler Pop of Wilkinsburg, LLC. The Debtor is the owner of a certain parcel of real estate situate within the County of Allegheny identified as Block and Lot 175-S-73 and further known as 501 Penn Avenue, in Pittsburgh, Pennsylvania. The County is a secured creditor by virtue of delinquent real estate taxes owed for the Property. The County filed Proof of Claim No. 5-1 at the within proceeding for tax years 2014-2017 for delinquent real estate taxes owed for the Property in the amount of $9,085.83, plus statutory interest accruing at the rate of 12% per annum on the face amount of $6,533.03. As of May 1, 2018, the County has not received any payment for real estate taxes owed for the post-petition tax year of 2018. Real estate taxes for 2018 were due on or before April 30, 2018. The Debtor's Amended Plan provides that the County’s secured lien is a Class 7 claim and that the Debtor will pay the County "$30.00 per month for 68 months followed by payments of $262.00 per month for 27 months for a total of $9,114.00." The Debtor’s Amended Plan further provides that Administrative Claims will be paid pursuant to Article III. However, Article III of the Amended Plan fails to provide for the payment of the post-petition real estate taxes owed to the County for 2018, the County complains. The County objects to the Amended Plan as the delinquent real estate taxes (pre-petition and post-petition) owed for the Property to the County must be paid in full, including, but not limited to, statutory interest that has accrued and continues to accrue until paid in full. 11 U.S.C. Section 511. The County further objects to the Amended Plan as the repayment term is too long as it exceeds sixty (60) months and the proposed monthly payment amounts would fail to pay the County’s claim in full based on the terms proposed in the Amended Plan. Additionally, the County objects to the Amended Plan as all unpaid real estate taxes, whether prepetition or post-petition, shall remain statutory liens against the Property until paid in full and will be paid in full in the event of any sale of the Property. Furthermore, post-petition real estate taxes are administrative expenses incurred in connection with the administration of this bankruptcy estate. 11 U.S.C. Section 503(b)(1)(B), the County asserts. About Zaler Pop Holdings Zaler Pop Holdings of Wilkinsburg LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-20390) on Feb. 3, 2017. The petition was signed by Ronald Johnson, authorized representative. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. No official committee of unsecured creditors has been appointed in the case. 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Case No. 18-22312 Chapter 11 Petition filed June 7, 2018 See http://bankrupt.com/misc/pawb18-22312.pdf represented by: Robert O. Lampl, Esq. ROBERT O LAMPL LAW OFFICE E-mail: rol@lampllaw.com In re AppleSprings Holding Company, Inc. Bankr. W.D. Pa. Case No. 18-22313 Chapter 11 Petition filed June 7, 2018 See http://bankrupt.com/misc/pawb18-22313.pdf represented by: Robert O. Lampl, Esq. ROBERT O LAMPL LAW OFFICE E-mail: rol@lampllaw.com In re Robert Bradford Johnson Bankr. N.D. Ala. Case No. 18-81704 Chapter 11 Petition filed June 8, 2018 represented by: Michael Leo Hall, Esq. E-mail: mhall@burr.com In re Seneca Fisheries, Inc. Bankr. E.D.N.C. Case No. 18-02920 Chapter 11 Petition filed June 8, 2018 See http://bankrupt.com/misc/nceb18-02920.pdf represented by: David J. Haidt, Esq. AYERS & HAIDT, P.A. E-mail: davidhaidt@embarqmail.com In re Sparkle's Hamburger Spot, LLC Bankr. S.D. Tex. Case No. 18-33184 Chapter 11 Petition filed June 8, 2018 See http://bankrupt.com/misc/txsb18-33184.pdf represented by: Susan Tran, Esq. CORRAL TRAN SINGH LLP E-mail: susan.tran@ctsattorneys.com In re Fe26 L.L.C. Bankr. W.D.N.C. Case No. 18-30889 Chapter 11 Petition filed June 8, 2018 See http://bankrupt.com/misc/ncwb18-30889.pdf represented by: Dennis M. O'Dea, Esq. SFS LAW GROUP E-mail: dennis.odea@sfslawgroup.com In re Surendra B. Pai Bankr. D.N.J. Case No. 18-21720 Chapter 11 Petition filed June 8, 2018 See http://bankrupt.com/misc/njb18-21720.pdf represented by: Anthony Sodono, III, Esq. TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C. E-mail: asodono@trenklawfirm.com In re Klebert Pierre Bankr. E.D.N.Y. Case No. 18-43390 Chapter 11 Petition filed June 8, 2018 represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com In re Toporek Family LP Bankr. E.D.N.Y. Case No. 18-73905 Chapter 11 Petition filed June 8, 2018 See http://bankrupt.com/misc/nyeb18-73905.pdf Filed Pro Se In re Dina Towers Condo Association Bankr. S.D. Ohio Case No. 18-12217 Chapter 11 Petition filed June 8, 2018 See http://bankrupt.com/misc/ohsb18-12217.pdf Filed Pro Se In re Blair B. Woodfield Bankr. D. Or. Case No. 18-32028 Chapter 11 Petition filed June 8, 2018 represented by: Theodore J. Piteo, Esq. MICHAEL D. O'BRIEN & ASSOCIATES E-mail: ted@pdxlegal.com In re Fernando Jesus Paonessa Lopez Bankr. D.P.R. Case No. 18-03264 Chapter 11 Petition filed June 8, 2018 represented by: Enrique M. Almeida Bernal, Esq. ALMEIDA & DAVILA PSC E-mail: adecfmail@gmail.com In re James E. Hall and Shari C. Hall Bankr. D.R.I. Case No. 18-11010 Chapter 11 Petition filed June 8, 2018 represented by: Peter M. Iascone, Esq. PETER M. IASCONE & ASSOCIATES, LTD. E-mail: pmiascone.law@gmail.com In re Thomas R Rowell Bankr. E.D. Wis. Case No. 18-25732 Chapter 11 Petition filed June 8, 2018 represented by: Michael P. Schoenbohm, Esq. E-mail: cmh@schoenbohmlaw.com In re Samuel Michael Saber Bankr. C.D. Cal. Case No. 18-16688 Chapter 11 Petition filed June 10, 2018 represented by: Joon M Khang, Esq. KHANG & KHANG LLP E-mail: joon@khanglaw.com In re Phoenix Global Consulting Services, Inc. Bankr. D. Ariz. Case No. 18-06719 Chapter 11 Petition filed June 11, 2018 See http://bankrupt.com/misc/azb18-06719.pdf represented by: Katherine Anderson Sanchez, Esq. DICKINSON WRIGHT PLLC E-mail: ksanchez@dickinsonwright.com In re Harold Harkavy Bankr. N.D. Ill. Case No. 18-16634 Chapter 11 Petition filed June 11, 2018 represented by: O. Allan Fridman, Esq. LAW OFFICE OF O. ALLAN FRIDMAN E-mail: allanfridman@gmail.com In re C. E. Willie Funeral & Cremation Services, Inc. Bankr. E.D.N.C. Case No. 18-02957 Chapter 11 Petition filed June 11, 2018 See http://bankrupt.com/misc/nceb18-02957.pdf represented by: J.M. Cook, Esq. J.M. Cook, P.A. E-mail: J.M.Cook@jmcookesq.com In re Natalia Bevz Bankr. D.N.J. Case No. 18-21814 Chapter 11 Petition filed June 11, 2018 represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN P.C. E-mail: alla@kachanlaw.com In re Riquelme E. Hijos, Inc. Bankr. D.P.R. Case No. 18-03279 Chapter 11 Petition filed June 11, 2018 See http://bankrupt.com/misc/prb18-03279.pdf represented by: Gloria Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE E-mail: justinianolaw@gmail.com In re Optimus Investigation Corp Bankr. D.P.R. Case No. 18-03284 Chapter 11 Petition filed June 11, 2018 See http://bankrupt.com/misc/prb18-03284.pdf represented by: Juan Carlos Bigas Valedon, Esq. JUAN C BIGAS LAW OFFICE E-mail: cortequiebra@yahoo.com In re Paulette J. Baribeau Bankr. W.D. Tex. Case No. 18-51399 Chapter 11 Petition filed June 11, 2018 represented by: James Samuel Wilkins, Esq. Willis & Wilkins, LLP E-mail: jwilkins@stic.net In re Seth Cartwright and Rita Walz Bankr. C.D. Cal. Case No. 18-16761 Chapter 11 Petition filed June 12, 2018 represented by: Ryan A. Stubbe, Esq. JAURIGUE LAW GROUP E-mail: ryan@jlglawyers.com In re Angelo G. Spicola, Jr. Bankr. M.D. Fla. Case No. 18-04849 Chapter 11 Petition filed June 12, 2018 represented by: Harley E Riedel, Esq. STICHTER RIEDEL BLAIN & POSTLER, P.A. E-mail: hriedel.ecf@srbp.com In re Dragonfly Graphics, Inc. Bankr. N.D. Fla. Case No. 18-10155 Chapter 11 Petition filed June 12, 2018 See http://bankrupt.com/misc/flnb18-10155.pdf represented by: Lisa Caryl Cohen, Esq. RUFF & COHEN, P.A. E-mail: LisaCohen@bellsouth.net In re Barkley Consulting Engineers, Inc. Bankr. N.D. Fla. Case No. 18-40315 Chapter 11 Petition filed June 12, 2018 See http://bankrupt.com/misc/flnb18-40315.pdf represented by: Thomas B. Woodward, Esq. E-mail: woodylaw@embarqmail.com In re Kathy Ann Fryd Bankr. D. Kan. Case No. 18-21171 Chapter 11 Petition filed June 12, 2018 represented by: George J. Thomas, Esq. E-mail: geojthomas@gmail.com In re Marshall Day Properties Bankr. D. Maine Case No. 18-10325 Chapter 11 Petition filed June 12, 2018 See http://bankrupt.com/misc/meb18-10325.pdf Filed Pro Se In re House of Randle Memorial Funeral Chapels, LLC Bankr. S.D. Miss. Case No. 18-02307 Chapter 11 Petition filed June 12, 2018 See http://bankrupt.com/misc/mssb18-02307.pdf represented by: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC E-mail: cmgeno@cmgenolaw.com In re Michael J. Durkin Bankr. D.N.J. Case No. 18-21823 Chapter 11 Petition filed June 12, 2018 represented by: Thaddeus R. Maciag, Esq. MACIAG LAW, LLC E-mail: MaciagLaw1@aol.com In re Pro-Care Injury & Rehab Centers, Inc. Bankr. N.D. Tex. Case No. 18-31984 Chapter 11 Petition filed June 12, 2018 See http://bankrupt.com/misc/txnb18-31984.pdf represented by: Gregory Wayne Mitchell, Esq. THE MITCHELL LAW FIRM, L.P. E-mail: greg@mitchellps.com In re Bernard M. Yoscovitz, Jr. Bankr. E.D. Mich. Case No. 18-48478 Chapter 11 Petition filed June 13, 2018 represented by: Donald C. Darnell, Esq. E-mail: dondarnell@darnell-law.com In re Temple - 2358 North 12th Street, LLC Bankr. D.N.J. Case No. 18-21977 Chapter 11 Petition filed June 13, 2018 See http://bankrupt.com/misc/njb18-21977.pdf Filed Pro Se In re Ocean Parkway Management Realty LLC Bankr. E.D.N.Y. Case No. 18-43441 Chapter 11 Petition filed June 13, 2018 See http://bankrupt.com/misc/nyeb18-43441.pdf Filed Pro Se In re Yehuda Lieberman and Gail G. Lieberman Bankr. E.D.N.Y. Case No. 18-43447 Chapter 11 Petition filed June 13, 2018 represented by: Joel M. Shafferman, Esq. SHAFFERMAN & FELDMAN LLP E-mail: joel@shafeldlaw.com In re 510 Halsey Corp Bankr. S.D.N.Y. Case No. 18-22915 Chapter 11 Petition filed June 13, 2018 See http://bankrupt.com/misc/nysb18-22915.pdf Filed Pro Se In re Tigist Kebede Bankr. E.D. Va. Case No. 18-12086 Chapter 11 Petition filed June 13, 2018 represented by: Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M. SHERMAN E-mail: jeffreymsherman@gmail.com In re Sergio Cayetano Montero Bankr. C.D. Cal. Case No. 18-16890 Chapter 11 Petition filed June 14, 2018 represented by: Onyinye N Anyama, Esq. ANYAMA LAW FIRM E-mail: onyi@anyamalaw.com In re Town Center Flats, LLC Bankr. E.D. Mich. Case No. 18-48549 Chapter 11 Petition filed June 14, 2018 See http://bankrupt.com/misc/mieb18-48549.pdf represented by: Scott Kwiatkowski, Esq. GOLDSTEIN BERSHAD & FRIED P.C. E-mail: scott@bk-lawyer.net In re Point Com, LLC Bankr. W.D. Tex. Case No. 18-10762 Chapter 11 Petition filed June 14, 2018 See http://bankrupt.com/misc/txwb18-10762.pdf represented by: B. Weldon Ponder, Jr., Esq. E-mail: welpon@austin.rr.com In re WW Contractors, Inc. Bankr. E.D. Va. Case No. 18-12095 Chapter 11 Petition filed June 14, 2018 See http://bankrupt.com/misc/vaeb18-12095.pdf Filed Pro Se In re Art Mensonides and Trijntje Mensonides Bankr. E.D. Wash. Case No. 18-01683 Chapter 11 Petition filed June 14, 2018 See http://bankrupt.com/misc/waeb18-01683.pdf represented by: Steven H Sackmann, Esq. SACKMANN LAW OFFICE E-mail: steve@sackmannlaw.com In re The Dry Eye Company, LLC Bankr. W.D. Wash. Case No. 18-12353 Chapter 11 Petition filed June 14, 2018 See http://bankrupt.com/misc/wawb18-12353.pdf represented by: Emily A. Jarvis, Esq. WELLS AND JARVIS, P.S. E-mail: emily@wellsandjarvis.com ********* 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. 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