/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181015.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 15, 2018, Vol. 22, No. 287 Headlines 1 GLOBAL: Committee Taps Stichter Riedel as Legal Counsel 1ST HOSPITALITY: Taps Stinson Leonard as Legal Counsel 2500 WEST LOOP: Voluntary Chapter 11 Case Summary A-1 INTERNATIONAL: Seeks Authority to Use TD Bank Cash Collateral ABE'S BOAT: Court Aligns Exclusive Period With Plan Filing Deadline ACADEMIES OF MATH: S&P Alters Revenue Bond Outlook to Negative ADVANTAGE ENERGY: Trustee Selling All Assets to RW Bayfront ADVANTAGE SALES: $1.80BB Bank Debt Trades at 8% Off ADVANTAGE SALES: $225MM Bank Debt Trades at 8% Off ADVANTAGE SALES: $350MM Bank Debt Trades at 8% Off ALABAMA INJURY: Seeks Authority to Use IRS Cash Collateral ALLIANCE SECURITY: Taps Atchison Law Office as New Legal Counsel AMERICAN TIRE: Bank Debt Trades at 14% Off ARBORSCAPE INC: Performance Buying CAT262 2001 for $13.5K ARLINGTON CO.: Selling Venice Real Property and Business for $613K ASCENA RETAIL: Bank Debt Trades at 4% Off AT HOME GROUP: S&P Affirms B+ Issuer Credit Rating, Outlook Stable BITE THE BULLET: Meisters Object to Disclosure Statement BLESSED2BLESS LLC: Taps Nathaniel Webb as Bankruptcy Attorney BLUE BEE: Seeks Authority to Use Cash Collateral Until Jan. 26 BOSSLER ROOFING: Seeks Dec. 10 Exclusive Period Extension BRETON MORGAN: Proposes $2.2 Million Sale of Southside Property BSC HOLDINGS: U.S. Trustee Unable to Appoint Committee CALEXICO COMMUNITY: S&P Withdraws 'CCC+' Rating on TAB Debt CALVARY COMMUNITY: Court Allows $126K Reimbursement to B&T CALVARY COMMUNITY: Trustee Selling Las Vegas Property for $7.75M CANBRIAM ENERGY: Moody's Lowers CFR to B3, Outlook Negative CAPITOL STATION 65: Sets Sale Procedures for All Assets CARDEL MASTER: Case Summary & 5 Unsecured Creditors CARITAS INVESTMENT: Court Reduces B&G Marina Claim to $15K CAROL ROSE: Seeks 60-Day Exclusive Solicitation Period Extension CEDAR FAIR: Egan-Jones Lowers Senior Unsecured Ratings to BB- CLEARWAY ENERGY: Moody's Affirms Ba2 CFR, Outlook Stable CLEVELAND-CLIFFS INC: Moody's Hikes CFR to B1, Outlook Stable COBRA WELL: Plan Exclusivity Period Extended Through Nov. 12 COLIMA BBQ: Trustee Selling All Business Assets to Kim for $250K CONNEAUT LAKE PARK: Bankr. Court Dismisses Park Restoration's SAC CONSIS INTERNATIONAL: Taps Weiss Serota as Legal Counsel CONSOLIDATED MFG: Shelley Buying 2015 H&H Cargo Trailer for $3K COPPER CANYON: Case Summary & 17 Unsecured Creditors CPM HOLDINGS: Moody's Gives B3 Corp. Family Rating, Outlook Stable CPM HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' ICR DAILY GAZETTE: Retains Greenway's to Auction Dry Fork Property DAVIS PULPWOOD: Taps Galloway Wettermark as Legal Counsel DAWN ACQUISITIONS: Moody's Assigns B2 CFR, Outlook Stable DAWN ACQUISITIONS: S&P Assigns 'B' ICR, Outlook Stable DAYTON SUPERIOR: Moody's Withdraws B3 CFR on Insufficient Info DDC GROUP: Allowed Interim Use of Cash Collateral Until Dec. 31 DEL MONTE: Bank Debt Trades at 8% Off DORIAN LPG: Will Hold Its Annual Meeting on December 4 DRY ERASE DESIGNS: Taps Grier Furr as Legal Counsel DTI HOLDCO: Bank Debt Trades at 3% Off ELITE VINYL: Case Summary & 20 Largest Unsecured Creditors ENDO SURGICAL: Seeks Dec. 11 Exclusivity Period Extension ENRON CORP: Banks' Summary Ruling Bids vs Silvercreek Partly OK'd EPW LLC: Sale of All Assets at Auction Approved EZE CASTLE: S&P Withdraws 'B' Issuer Credit Rating on Debt Payment FBJ REAL ESTATE: Andrews Buying Purcellville Property for $770K FINANCIALLY FIT: Proposes Dell Auction of Six Ogden Parcels FINISAR CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB- FORTERRA INC: Bank Debt Trades at 5% Off FQ/LB LP: MG Interests Buying Six Willis Lots for $360K FR DIXIE: S&P Cuts ICR to 'D' on Missed Payments on Credit Facilty FRONTIER COMMUNICATIONS: Bank Debt Trades at 2% Off GATEWAY WIRELESS: Case Summary & 20 Largest Unsecured Creditors GI REVELATION: S&P Cuts Issuer Credit Rating to B-, Outlook Stable GOLDEN OIL: Exclusive Solicitation Period Extended to Dec. 10 GOLFTHERE CORP: Taps C. Taylor Crockett as Legal Counsel HARBOR FREIGHT: S&P Alters Outlook to Negative & Affirms 'BB-' ICR HD SUPPLY: Moody's Rates New Secured Term Loan Ba2, Outlook Stable HOLLEY PURCHASER: Moody's Assigns B3 CFR, Outlook Stable HOLLEY PURCHASER: S&P Assigns 'B-' ICR, Outlook Stable HOSPITALITY INTEGRATED: Cash Collateral Stipulation Gets Final Nod HUDSON RIVER TRADING: S&P Rates $348.5MM Term Loan Due 2025 'BB-' HYLAND SOFTWARE: Moody's Affirms B2 CFR & Alters Outlook to Neg. HYLAND SOFTWARE: S&P Lowers ICR to 'B-', Outlook Stable HYLAS YACHTS: OIG, LLC Buying Vessel Molds for $156K IMMACULATA UNIVERSITY: Fitch Affirms BB Rating on $38.4MM Bonds INPIXON: Chicago Ventures Reports 9.99% Stake as of Oct. 11 INVESTMENT ENERGY: Fitch Assigns BB- LT IDRs, Outlook Stable IQOR US: Bank Debt Trades at 7% Off JC PENNEY: Bank Debt Trades at 7% Off JEFE PLOVER: Tucci Family Trust Buying Reno Property for $505K JLAN PROPERTIES: Taps David J. Harris as Legal Counsel JOHN CARROLL: Maple Buying Santa Barbara Property for $2.5M JP INTERMEDIATE: Moody's Assigns B3 CFR, Outlook Stable K.E. MARTIN: Colonial Funding Prohibits Use of Cash Collateral KEITH BLACK: $21K Sale of Interest in Assets to Jios Denied KING & QUEEN: Piccadilly Buying Baltimore Property for $72K KOLATH HOTELS: Dist. Court Upholds Ruling in Favor of Greene County LB STEEL: Court Rules Against Walsh, Carlo Steel for $4.7MM Claim LIQUIGARD TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee LOCKWOOD HOLDINGS: Wants to Maintain Exclusivity Until Jan. 1 MEDCISION LLC: Taps Mark D. Boyer as Tax Advisor MGTF RADIO: Seeks Oct. 19 Cash Collateral Use Extension MICHAEL DAVIDSON: London Buying Huntsville Property for $250K MID-SOUTH BUSINESS: Allowed to Use Renasant Bank Cash Collateral MO'S HOUSE: Taps Russell Jeffcoat as Accountant MODERN VIDEOFILM: Exclusive Plan Filing Period Moved to Dec. 12 MOHEGAN TRIBAL: Bank Debt Trades at 6% Off MONITRONICS INT'L: Bank Debt Trades at 2% Off MONSTER CONCRETE: Plan Adds Sister Company's Financial Condition MONTREAL MAINE: Court Denies Wheeling Bid for Stay Pending Appeal MONTREAL MAINE: Estate Rep. Bid to Dismiss Wheeling Appeal Junked MOORE CHROME: Case Summary & 20 Largest Unsecured Creditors MR. STEVEN: Taps Adams and Reese as Legal Counsel MULTIFLORA GREENHOUSES: Court Official Unable to Appoint Committee MURPHY OIL: Fitch Raises LT Issuer Default Rating to 'BB+' NATOMA STATION: Taps W. Steven Shumway as Legal Counsel NATURE'S BOUNTY: Bank Debt Trades at 4% Off NEOVASC INC: Reducer Granted FDA Breakthrough Device Designation NEWARK SPECIAL: Bank Seeks Approval of Cash Collateral Stipulation NEXSTAR BROADCASTING: S&P Rates New $2.676BB Secured Debt 'BB+' NMN HOLDINGS III: S&P Assigns 'B' Issuer Credit Rating NOON MEDITERRANEAN: Daphne's Buying All Assets for $731K NORTHERN OIL: Crestview Partners Has 13.4% Stake as of Oct. 1 NOVABAY PHARMACEUTICALS: Hikes CFO's Annual Salary to $370,000 OPTICAL HOLDINGS: Taps Jackson Lewis as Special Counsel OUTCOMES GROUP: Moody's Assigns B3 CFR, Outlook Stable OUTCOMES GROUP: S&P Assigns B Issuer Credit Rating, Outlook Stable OWENS & MINOR: Bank Debt Trades at 6% Off PAN AMERICA: Fitch Affirms 'B+/BB' Issuer Default Ratings PARKLAND FUEL: Moody's Affirms 'Ba3' CFR, Outlook Stable PARKLAND FUEL: S&P Hikes Issuer Credit Rating to BB, Outlook Stable PATRIOT COAL: Court Dismisses BDCF Suit and VCLF Countersuit PEDRO'S OF MADISON: U.S. Trustee Unable to Appoint Committee PETCO ANIMAL: Bank Debt Trades at 19% Off PETERSON PRODUCE: Taps Galloway Wettermark as Legal Counsel POST HOLDINGS: Egan-Jones Hikes Senior Unsecured Ratings to B PRECISION DRILLING: Fitch Revises Outlook on B+ LT IDR to Positive PRECISION DRILLING: S&P Puts 'BB' ICR on CreditWatch Positive PRODUCT QUEST: Committee Taps Whiteford Taylor as Co-Counsel PRODUCT QUEST: Sets Bidding Procedures for Assets REJUVI LABORATORY: Taps Finestone Hayes as Legal Counsel RENTPATH INC: Bank Debt Trades at 13% Off ROYAL AUTOMOTIVE: Seeks Access to Cash Collateral Thru Dec. 30 ROYAL AUTOMOTIVE: Selling Shares of Stock in Three Companies S&E HOLDINGS: Case Summary & 20 Largest Unsecured Creditors S.A.M. GROUP: Taps Newmark Moses as Listing Agent SAMMY ELJAMAL: Order Directing Ch. 11 Trustee Appointment Affirmed SAMUEL WYLY: Selling Two TDRs for $235K Each SARAI SERVICES: Taps Sparkman Shepard as Legal Counsel SCIENCE APPLICATIONS: Moody's Rates Sec. Bank Credit Facility Ba2 SCIENCE APPLICATIONS: S&P Rates New $2.5BB Secured Loans 'BB' SEADRILL LIMITED: Bank Debt Trades at 5% Off SEARS HOLDINGS: Big Banks Pushed for Chapter 7 Liquidation SEARS HOLDINGS: Hires M-III Partners for Bankruptcy Filing SEARS HOLDINGS: Lampert, Banks to Provide Bankruptcy Financing SEQUA CORP: Fitch Affirms B- Issuer Default Rating, Outlook Stable SERTA SIMMONS: Bank Debt Trades at 10% Off SFR GROUP: Bank Debt Trades at 2% Off SHAHEEN SHAHEEN: Kelley Buying West Long Branch Property for $5.25M SHARING ECONOMY: Receives Noncompliance Notice from Nasdaq SHO HOLDING I: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable SILVERADO STAGES: Seeks to Hire Sonoran Capital, Appoint CRO SILVERADO STAGES: Taps Allen Barnes as Legal Counsel SKILLSOFT CORP: $185MM Bank Debt Trades at 14% Off SKILLSOFT CORP: $465MM Bank Debt Trades at 5% Off SOUTHCROSS HOLDINGS: S&P Puts 'CCC' ICR to CreditWatch Positive SOUTHEASTERN HOSPITALITY: Case Summary & 20 Unsecured Creditors STONE PLACE: Seeks Authority to Use Cash Collateral STONEMOR PARTNERS: Extends Interim Strategic Executive's Term SUNPLAY POOLS: Taps Fox Law Corp. as Legal Counsel SUNSET PARTNERS: Trustee May Continue Using Cash Until Dec. 6 SYNTHESIS INDUSTRIAL: Taps Hunter Parker as Legal Counsel T & S SUBS: Seeks Authorization to Use Cash Collateral T CAT ENTERPRISE: Allowed to Use Cash Collateral Until Oct. 31 TEBERIO PROPERTIES: Taps Doran & Doran as Legal Counsel TEMPEST GROUP: Nov. 2 Disclosure Statement Hearing Set THOMAS OVATION: Case Summary & 10 Unsecured Creditors THOR INDUSTRIES: Moody's Assings Ba2 CFR, Outlook Stable THOR INDUSTRIES: S&P Gives BB Issuer Credit Rating, Outlook Stable THX PROPERTIES: Files Chapter 11 Plan of Liquidation TITAN ENERGY: Executives Elect to Reduce Base Salaries TOPS HOLDING: Seeks Jan. 22 Exclusive Filing Period Extension TPC GROUP: Fitch Assigns B- Issuer Default Rating, Outlook Stable TRADER CORP: S&P Assigns B Rating on C$200MM First-Lien Debt TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Rating TRANSDIGM INC: S&P Places 'B+' ICR on CreditWatch Negative TRANSMISSION SOLUTIONS: Sunshine Buying Hunker Property for $350K UVLRX THERAPEUTICS: Creditors Prohibit Further Cash Collateral Use UVLRX THERAPEUTICS: U.S. Trustee Unable to Appoint Committee VERITAS SOFTWARE: Bank Debt Trades at 3% Off VERSANT HEALTH: S&P Alters Outlook to Negative & Affirms 'B' ICR VICTOR P. KEARNEY: Ct. Junks Emergency Bid for Stay Pending Appeal VISITING NURSE: Creditors Panel Hires Marshack Hays as Counsel WALL STREET LANGUAGES: Berkeley Buying ESL/Career Schools for $64K WAYNE BAILEY: Court Allows Objection to Scott Farms' PACA Claim WESTMORELAND COAL: Moody's Lowers CFR to C on Bankr. Filing WINDSTREAM CORP: Bank Debt Trades at 5% Off WYNN RESORTS: Moody's Rates $400MM Term Loan B 'Ba3', Outlook Neg. WYNN RESORTS: S&P Assigns BB- Rating on New $400MM Sec. Term Loan YOU'RE PUTTING: Carson-Meyer Offers $40K for All Business Assets YUMA ENERGY: Defaults Under Its 2016 Credit Agreement [^] BOND PRICING: For the Week from October 8 to 12, 2018 ********* 1 GLOBAL: Committee Taps Stichter Riedel as Legal Counsel --------------------------------------------------------- The official committee of unsecured creditors of 1 Global Capital LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Stichter, Riedel, Blain & Postler, P.A. as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; conduct any review or research that may be required to evaluate the financial and operational condition of 1 Global and its affiliates and their prospects for reorganization; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $210 to $500. Russell Blain, Esq., a shareholder and officer of Stichter, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Blain disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements, and that no Stichter professional has varied his rate based on the geographic location of the Debtors' cases. The committee is aware of and has approved Stichter's staffing plan and the firm will, upon the committee's request, try to develop a budget as the cases progress, Mr. Blain also disclosed. Stichter can be reached through: Russell M. Blain, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602-4718 Telephone: (813) 229-0144 Email: rblain@srbp.com About 1 Global Capital 1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a direct small business funder offering an array of flexible funding solutions, specializing in unsecured business funding and merchant cash advances. 1 Global Capital LLC, based in Hallandale Beach, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-19121) on July 27, 2018. In the petition signed by Steven A. Schwartz and Darice Lang, authorized signatories, 1 Global Capital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Raymond B. Ray presides over the cases. The Debtors hired Paul J. Keenan Jr., Esq., at Greenberg Traurig LLP as their bankruptcy counsel; and Epiq Corporate Restructuring, LLC as their claims and noticing agent. The Debtors also hired Development Specialists, Inc. as their restructuring advisor, and appointed Bradley Sharp and Joseph Luzinski as chief restructuring officer and deputy chief restructuring officer, respectively. On Sept. 7, 2018, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors. 1ST HOSPITALITY: Taps Stinson Leonard as Legal Counsel ------------------------------------------------------ 1st Hospitality, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Stinson Leonard Street LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the sale of its assets; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. The hourly rates range from $305 to $730 for partners and counsel, $250 to $435 for associates, and $135 to $285 for paralegals. Stinson received a retainer in the sum of $22,500 prior to the petition date. Patrick Turner, Esq., at Stinson, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick R. Turner, Esq. Stinson Leonard Street, LLP 1299 Farnam Street, Suite 1500 Omaha, NE 68102 Tel: (402) 342-1700 Fax: (402) 342-1701 E-mail: Patrick.turner@stinson.com About 1st Hospitality Based in Mountain Lakes, NJ, 1st Hospitality LLC is the fee simple owner of a real property located 117 Cody Avenue, Alliance, Nebraska, with a revenue-based valuation of $1.62 million. 1st Hospitality filed for chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 18-41602) on Sept. 29, 2018, listing its total assets at $1,695,743 and total liabilities at $2,015,767. The petition was signed by Anupam Dave, member. Judge Thomas L. Saladino presides over the case. 2500 WEST LOOP: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 2500 West Loop, Inc. 60 W. 2nd St. Freeport, NY 11520 Business Description: 2500 West Loop, Inc., is a privately held company whose principal assets are located at Suite 422, 2429 Bissonnet St., Houston TX 77005. Chapter 11 Petition Date: October 12, 2018 Case No.: 18-20459 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Hon. David R. Jones Debtor's Counsel: Johnie J. Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston, TX 77208-1301 Tel: 713-956-5577 Fax: 713-956-5570 E-mail: jjp@walkerandpatterson.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Brad Parker, president. The Debtor did not file together with its 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/txsb18-20459.pdf A-1 INTERNATIONAL: Seeks Authority to Use TD Bank Cash Collateral ----------------------------------------------------------------- A-1 International, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to use the cash collateral subject to the lien of TD Bank, N.A. to continue operating post-petition. The Debtor requests authorization to use cash collateral to meet the ordinary cash needs of the Debtor for the payment of actual expenses of the Debtor necessary to (a) maintain and preserve the assets, and (b) continue operation of its business. The Debtor's Application under Sections 363 and 365 in connection with the sale of certain business assets and the assignment and assumption of certain leases are being filed simultaneously with the Cash Collateral Motion. Pursuant to that Credit Facility Agreement between TD Bank and the Debtor, the Debtor was indebted to TD Bank in the aggregate amount of $1,560,579.82, as of the Petition Date. To secure the obligations, TD Bank was granted a lien on the existing and future assets of the prepetition Debtor, including but not limited to its accounts, inventory, equipment, general intangibles, instruments and documents. The Debtor will: (a) continue all reporting to TD Bank as required under the Agreement, except that all such reporting will be done on a weekly basis; (b) continue payment of interest to TD Bank, on a weekly basis, at the rate payable under the Agreement; and (c) confer with TD Bank and designate, on a weekly basis, excess cash not required for Debtor's operations in the upcoming week, which excess cash will be unconditionally paid by the Debtor to TD Bank on a weekly basis as further adequate protection for the use of TD Bank's cash collateral, to be applied against the obligations due from the Debtor to TD Bank. The Debtor proposes to grant TD Bank a replacement lien on all post-petition assets, including Debtor's deposit accounts, to further secure the obligations of the Debtor to TD Bank, and to provide further adequate protection to TD Bank for the use of its cash collateral. TD Bank has consented to a Carve-Out from its security interests in an amount not to exceed $100,000 subject to allowance by final order of the Court for: (a) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee; and (b), the Debtor's retained Professionals A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/njb18-28512-8.pdf About A-1 International A-1 International, Inc. -- http://www.aoneonline.com/-- provides mail center and related office management services, logistics and warehouse solutions, and local same-day rush delivery services in New York, New Jersey, Michigan, and Pennsylvania markets. A-1 International is a privately held company with headquarters based in Union, New Jersey. A-1 International filed a Chapter 11 petition (Bankr. D.N.J. Case No. 18-28512) on Sept. 17, 2018. In the petition signed by Ronald DeSena, president, the Debtor disclosed $2,449,826 in assets and $2,305,684 in liabilities. Judge Stacey L. Meisel is the case judge. The Debtor is represented by Daniel Stolz, Esq. at Wasserman, Jurista & Stolz, P.C. ABE'S BOAT: Court Aligns Exclusive Period With Plan Filing Deadline ------------------------------------------------------------------- Pursuant to an order dated Oct. 10, 2018, the Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana has extended the exclusive periods for Abe's Boat Rentals, Inc., to file and to gain acceptance of the plan through and including to Aug. 31, 2018 and Dec. 31, 2018, respectively. The Troubled Company Reporter has previously reported that the Debtor is in the process of preparing its plan and disclosure statement and anticipates filing both, on or before the Aug. 31, 2018 deadline established by the Court. However, arguably, the exclusive period has not been extended, and will expire Aug. 27, prior to the Aug. 31, 2018 plan filing deadline. Accordingly, the Debtor requested for a four-day extension of the exclusive period so that it coincides with the plan filing deadline established by the Court. The Debtor maintained that since the Petition Date, it has made considerable progress toward successfully reorganizing its affairs. The Debtor claimed that, among other things, its billings and day rates have improved, and it has made changes to in-house accounting procedures and personnel, with the assistance of Patrick Gros, CPA, designed to ensure the proper controls are in place and to assist with financial planning. The Debtor stated that its case has several complications, including change of counsel, maritime law issues, delayed collections, involvement of the owner's ex-wife (alleged holder 1/2 former community interest in the company's stock) and changes to the company's internal accounting and control procedures. Thus, additional time to focus on collections and work on the company's accounting issues will enable Debtor to provide more accurate information regarding its finances and projections, and enable Debtor to diligently engage in good-faith negotiations with creditors with an aim toward a consensual plan. Further, the Debtor revealed that the claims bar date for non-governmental claims did not expire until Aug. 20, 2018, and Debtor has not had an opportunity to review and analyze claims since expiration of the bar date. Accordingly, additional time is needed to provide Debtor a more accurate analysis of claims as part of its disclosure statement. About Abe's Boat Rentals Abe's Boat Rentals, Inc. -- https://www.abesboatrental.com/ -- is a privately-owned vessel operator located in Belle Chasse, Louisiana, with a fleet of 19 vessels. The Company's business segments have expanded to also provide crews and vessels for environmental construction, restoration projects and cleanup, plugging and abandonment, rig decommissioning and other new markets. Abe's Boat Rentals was founded in 1979 by Abraham Ton. Abe's Boat Rentals, Inc., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-11102) on April 27, 2018. In the petition signed by Hank Ton, president, the Debtor estimated $1 million to $10 million in assets and liabilities. Congeni Law Firm, LLC, is the Debtor's counsel. ACADEMIES OF MATH: S&P Alters Revenue Bond Outlook to Negative -------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB' long-term rating and underlying rating on the Arizona Industrial Development Authority's series 2017A, 2018A, and unenhanced series 2017B education revenue bonds, issued on behalf of the Academies of Math and Science Inc. (AMS). At the same time, S&P Global Ratings assigned its 'BB' long-term rating to the authority's series 2018B and 2018C education revenue bonds, also issued on behalf of AMS. The 'AA-' program rating on the series 2017A and 2018A bonds reflects S&P's view of the bonds' participation in the Arizona Public School Credit Enhancement Program. "The negative outlook reflects our view of AMS's significantly increased leverage as well as substantial construction and expansion risk in opening two new schools within a year," said S&P Global Ratings credit analyst Kaiti Wang. "The school's financial operations could become strained if construction is not completed on-budget and on-time, start-up costs are not adequately budgeted, or if enrollment falls short of expectations. However we maintained the rating as we believe the school has the ability to achieve the growth necessary to cover its pro forma MADS, and the management team has had prior experience with construction projects and meeting growth targets," Ms. Wang added. The rating further reflects S&P's view of the school's: -- Expectation of 0.9x pro forma lease-adjusted MADS (bond MADS and a facility lease escalated at 2% through 2028) coverage projected by S&P Global Ratings using fall 2018 enrollment and assuming similar margins as audited fiscal 2018; -- Extremely high pro forma lease-adjusted MADS burden at 33% of fiscal 2018 revenue, including the additional debt to fund two new schools for fall 2019; -- Negative governance conditions with four independent board members, which S&P views as small, and an organizational structure that presents some conflicts of interest for the contracted management company's co-CEO who founded the school, though S&P understands there are conflict of interest policies in place to mitigate risk; and -- Potential that its various charters could be revoked or not renewed as a result of the schools' potential noncompliance with the terms of the charters (as with all charter schools) prior to the bonds' final maturity. Partly offsetting the above weaknesses, in S&P's view, are AMS's: -- Management team that has a track record of successful expansion and construction of five campuses; -- Positive full-accrual operating margins in the past four audited years despite expansion pressures (fiscal 2018 had below the line refinancing losses recorded); -- Good demand, speedy enrollment growth, and noteworthy academic performance at the flagship campus; -- Stable state funding environment with moderately positive annual increases, which are expected to continue; and -- Long history of solid charter standing with its first charter received in 2002 and with one renewal and four new charter contracts obtained since. The AMS schools consists of: -- AMS, which holds two charters for and operates AMS Prince in Tucson (opened in 2002; fall 2018 enrollment of 546) and AMS Camelback in Phoenix (opened in 2015; fall 2018 enrollment of 1,165); -- Math & Science Success Academy Inc. (MASSA), which holds the charter for and operates MASSA in Tucson (opened in 2008; fall 2018 enrollment of 701) and forthcoming AMS Glendale and AMS Peoria to open in fall 2019; and -- Academy of Math & Science South Inc. (AMSS), which holds the charter for and operates AMSS Flower in Phoenix (opened in 2013; fall 2018 enrollment of 503) and AMSS Desert Sky in Phoenix (opened in fall 2018 with enrollment of 933 students). ADVANTAGE ENERGY: Trustee Selling All Assets to RW Bayfront ----------------------------------------------------------- Loretta Cross, the Chapter 11 trustee for Advantage Energy Joint Venture ("AEJV"), asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures and the Letter of Intent, together with Amendment thereto, in connection with the sale of substantially all assets to RW Bayfront, LLC, for $6 million cash, subject to overbid. Objections, if any, must be filed within 21 days from the date the Motion was served. On Nov. 10, 2017, AEJV filed an adversary complaint against Advanced Energy Capital, LLC ("AEC"). On Feb. 1, 2018, the complaint was amended to add Green Bank, N.A. On Feb. 16, 2018, the Court entered an Agreed Judgment between AEJV, AEC and Green Bank. In summary, the Debtor is the lessor of certain assets (i.e., compressors and generators) to Red River Compression Services pursuant to the Master Lease, as amended. Red River is in default under the Master Lease and has not been making the required payments for many months due to its poor financial performance. The Debtor's estate has no other business operations. Red River has spent months marketing the assets. Since Red River has possession of the assets and is operating a business with the assets, it made sense for Red River to ask an industry buyer. It approached several potential buyers. The Trustee and Red River have received several letters of intent for the purchase of the Debtor's assets. The Trustee believes that the LOI from the Buyer for the purchase of Assets of the Debtor, is the highest and best offer presented at this time. The LOI further describes the Assets being sold. After receiving and analyzing the offer, the Trustee has chosen the Purchaser under the LOI as the "Stalking Horse" for the proposed auction sale. The Trustee intends to advertise the sale of the "Assets," as that term is defined in the attached LOI. The method and modes of advertising are still under consideration, and the Trustee will accept all suggestions from the United States Trustee and equity interest holders on appropriate advertising of the Assets for sale. If one or more timely qualified bids are received, an auction for the Assets will be conducted by the Trustee or the estate's counsel on a date set by the Court in November 2018, commencing at 10:00 a .m. (CST) in Courtroom 600, located on the 6th Floor of the Bob Casey Federal Building, which is located at 515 Rusk Street, Houston, Texas. The purchase price being offered is $6 million cash. The Assets will be sold free and clear of all liens, claims and encumbrances. The $6 million in cash will be used to pay (i) ad valorem taxes on the Assets, (ii) sales taxes due related to the previous rental of the Assets, and (iii) available to satisfy administrative claims, including the U.S. Trustee fees, the Trustee's fees and the fees of her professionals (together with a reserve for expected future fees and expenses expected to be incurred in connection with the case, and fees for counsel for Red River). The balance will be paid to the secured lenders, Woodforest Bank and the assignee of Green Bank (or other lenders or owner) in the amount determined as stated on the Waterfall Analysis: The assignee of Green Bank has approved the transactions and has agreed to allow the Administrative Claim Reserve and to release any interest in those funds, except to the extent there may be any excess funds available, and the Trustee has requested that Woodforest agree as well. The Assignee of Green Bank has agreed to the foregoing treatment, and the Trustee has requested that Woodforest agree as well. Any proceeds from unencumbered assets will first be used to fund the Administrative Claim Reserve. The salient terms of the LOI are: a. Terms" The transaction contemplated by the LOI is the purchase by the Buyer of all of the Assets for a purchase price of $6 million, subject to the approval of the Court and Red River Members and Managers as applicable. b. Conditions to Closing: Subject to the due diligence period and execution of the APA, the Transaction would close 30 days after approval by the Court. c. Financing: As a condition to AEJV asking Court approval of the Transaction, the Buyer will have secured any required financing or funding necessary to close the Transaction and the Transaction will not be subject to or conditioned on RW Bayfront's ability to obtain financing or otherwise acquire funds necessary to close the Transaction. d. Break-Up Fee: $200,000 e. Bankruptcy Court Approval/Termination: Within 20 days of execution of the LOI by RW Bayfront, Red River and AEJV, the AEJV Chapter 11 Trustee will file a motion with the Court acting in the Chapter 11 Case to approve the LOI and to establish certain bidding procedures for the sale of the Assets. f. Fees, Costs and Expenses: Each party thereto will be responsible for its own costs and fees, including lawyers, accountants and advisors with regard to the Transaction, regardless of whether the Transaction closes. Red River and AEJV will be responsible for their respective pro rata portion of ad valorem taxes through the date of closing. g. Escrow Deposit: $75,000 Once the LOI is approved, the Trustee intends to advertise the sale. The Trustee has proposed the Bid Procedures and would ask that the Court approve same so that such Bid Procedures can be made available to all interested buyers. If creditors or equity interest holders have suggested revisions to the Bid Procedures, the Trustee would be happy to consider same. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. (TBD), 2018 at 5:00 p.m. (CST) b. Initial Bid: $6.25 million c. Deposit: $75,000 d. Auction: An Auction for the Sale Assets will be conducted by the Court on Nov. (TBD), 2018 commencing at 1:00 p.m. (CST) in Courtroom 600, located on the 6th Floor of the Bob Casey Federal Building, which is located at 515 Rusk Street, Houston, Texas 77002. e. Bid Increments: $50,000 The Trustee further asks that she be authorized to enter into the LOI, which will be binding on the Debtor's estate in accordance with its terms. As provided in the LOI, the Break-Up Fee will constitute administrative expenses of the Debtor's estate if and when due. She further asks that she be authorized and directed to pay the Break-Up Fee to the purchaser under the LOI in accordance with the provisions of LOI, without further action or order of the Court. Lastly, she asks that the Court approves the Administrative Claim Reserve and confirms that the secured lenders have released any interest in these funds so that the expenses can be paid, except to the extent there may be any excess funds after full payment of the admin claims. The Trustee also asks authority to consent to the sale of the Assets subject to the Master Lease and to release any interest in the Assets so the sale can occur. Red River will also convey any interest it may have against the Assets or under the Master Lease to the Purchaser at closing. A copy of the LOI and Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Advantage_Energy_182_Sales.pdf The Purchaser: RW BAYFRONT, LLC 558 West 6th Street Erie, PA 16507 Telephone: (814) 455-2761 About Advantage Energy Joint Venture Consultants International Services LP and Meredith Interests Consulting LP filed an involuntary Chapter 11 petition against Advantage Energy Joint Venture on July 26, 2017 (Bankr. S.D. Tex. Case No. 17-34469). The case is assigned to Judge Jeff Bohm. The petitioners are represented by Gregg K. Saxe, Esq., in Houston, Texas. On Sept. 21, 2017, the court denied an application to dismiss the involuntary petition and thereafter entered an order for relief. Loretta Cross was appointed Chapter 11 trustee for the Debtor. The trustee hired Stout Risius Ross, LLC as her financial advisor. ADVANTAGE SALES: $1.80BB Bank Debt Trades at 8% Off --------------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 92.05 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.87 percentage points from the previous week. Advantage Sales pays 325 basis points above LIBOR to borrow under the $1.80 billion facility. The bank loan matures on July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. ADVANTAGE SALES: $225MM Bank Debt Trades at 8% Off -------------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 92.05 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.87 percentage points from the previous week. Advantage Sales pays 325 basis points above LIBOR to borrow under the $225 million facility. The bank loan matures on July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. ADVANTAGE SALES: $350MM Bank Debt Trades at 8% Off -------------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 92.05 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.87 percentage points from the previous week. Advantage Sales pays 325 basis points above LIBOR to borrow under the $350 million facility. The bank loan matures on July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. ALABAMA INJURY: Seeks Authority to Use IRS Cash Collateral ---------------------------------------------------------- Alabama Injury and Pain Clinic seeks authority from the U.S. Bankruptcy Court for the Southern District of Alabama to use cash collateral to preserve the going value of its business enterprises. The Debtor operates a chiropractic practice which provides medical services to persons who have suffered injuries. The Debtor has been referred to potential patients from many local attorneys to assist in the treatment of these injuries and to help in rehabilitation of the injured. The Debtor has accepted the referrals with the expectation that when the injury case is resolved, the incurred treatments costs will be paid to him by the referring attorney from the settlement proceeds. When the Debtor filed this Chapter 11, the Internal Revenue Service claims it is owed approximately $349,906 which the Debtor disputes. Prior to the filing of this Chapter 11, the IRS issued levies to the referring attorneys, which if allowed, will cripple the Debtors' ability to rehabilitate and reorganize itself. Accordingly, the Debtor requests the Court to allow it to use the receipts from these referrals as well as private pays to operate and pay its day to day expenses. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/alsb18-03685-11.pdf About Alabama Injury Alabama Injury and Pain Clinic, a provider of medical services to persons who have suffered injuries, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 18-03685) on Sept. 11, 2018. In the petition signed by Dr. James Gordon, owner, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. Friedman, Poole & Friedman, P.C., led by Barry A. Friedman, serves as counsel to the Debtor. ALLIANCE SECURITY: Taps Atchison Law Office as New Legal Counsel ---------------------------------------------------------------- Alliance Security, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to hire Atchison Law Office as its new legal counsel. Atchison will substitute for Shechtman Halperin Savage, LLP, the law firm initially employed by the Debtor in connection with its Chapter 11 case. James Atchison, Esq., the attorney who will be handling the case, charges an hourly fee of $250. Mr. Atchison disclosed in a court filing that he and his firm do not have any connection with the Debtor or other "parties in interest." The firm can be reached through: James G. Atchison, Esq. Atchison Law Office 301 Providence Street West Warwick, RI 02893 Tel: (401) 222-9374 Email: james.atchison@gmail.com About Alliance Security Based in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D.R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Jasjit Gotra, its president and CEO. Judge Diane Finkle presides over the case. The Debtor tapped Venable, LLP as its special counsel, and DiSanto, Priest & Co. as its accountant. The U.S. Trustee for the District of Rhode Island appointed an official committee of unsecured creditors on July 27, 2017. The Committee hired Robinson & Cole LLP as its counsel. AMERICAN TIRE: Bank Debt Trades at 14% Off ------------------------------------------ Participations in a syndicated loan under which American Tire Distributors Inc. is a borrower traded in the secondary market at 86.50 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.22 percentage points from the previous week. American Tire pays 425 basis points above LIBOR to borrow under the $720 million facility. The bank loan matures on October 1, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. ARBORSCAPE INC: Performance Buying CAT262 2001 for $13.5K --------------------------------------------------------- ArborScape, Inc., asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of a CAT262 2001 to Performance Construction for $13,500. The Debtor listed Performance as a creditor with a claim in the amount of $19,995 on its Schedule E/F. The Equipment is subject to a blanket statutory lien in favor of the Internal Revenue Service. The Debtor and Performance believe the fair market value of the Equipment is $13,500 pursuant to the Debtor's Amended Schedule A/B. The Debtor believes the price is fair and reasonable. The Equipment is not necessary for the Debtor's reorganization efforts. The sale will allow the Debtor to reduce the secured claim of the IRS by $13,500 for the benefit of the estate and its creditors, and will further allow the Debtor to get rid of depreciating property for which it no longer has a use. The Debtor asks authorization to sell the Equipment free and clear of liens, claims and encumbrances and other interests. It believes that the IRS will consent to the sale, as the funds generated from the sale of the Equipment will be paid to the IRS. About Arborscape, Inc. ArborScape, Inc., is a Colorado-based company dedicated to providing sustainable landscapes for its clients by promoting the art and science of horticulture using environmentally friendly products and services. It offers tree trimming and removal services, tree spraying, lawn and tree care services. The company was founded in 1995. ArborScape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the petition signed by David Merriman, president, the Debtor disclosed $1.63 million in assets and $1.54 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. ARLINGTON CO.: Selling Venice Real Property and Business for $613K ------------------------------------------------------------------ The Arlington Co. of Sarasota, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the commercial real estate located on highway 41 in Venice, Florida for $550,000; and a florist business, also known as 1836 S. Tamiami Trail, Venice, Florida for $63,000, to Always an Occasion Florist and Decor, LLC. On June 26, 2018, the Debtor filed a Motion to Sell Debtor's Commercial Real Estate and Certain Business Assets Free and Clear of Liens. Said motion attached a Contract to sell the business and certain assets of the business and the commercial real estate for a total price of $625,000. There was a real estate purchase contract attached which showed the real estate portion was being sold for $550,000 out of the $625,000. The business and certain business assets were to be sold for the remaining $75,000 out of the $625,000. On Aug. 10, 2018, the Court entered an order granting that motion, allowing the real estate and business assets to be sold for $625,000. The order did not separate the price of sale for the business assets amount from the real estate amount. The list of assets on the sales contract which are being sold included a 2013 Nissan Van. A review of the records shows that the van is titled in the name of the shareholder, Brenda Smith, and not in the business. The van is encumbered by a lien held by Nissan Motor Acceptance Corp. and Brenda Smith is responsible for the debt. The value of the van and the debt on the van is approximately $12,000. Since the Debtor does not own the van, the $12,000 value of the van must be deducted from the $75,000 business purchase price offer, reducing the purchase price of the Debtor's business assets to the amount of $63,000. To facilitate the closing, Brenda Smith will sell the vehicle to the purchaser for $12,000 and use the funds received to pay off the debt on the vehicle, to Nissan Motor Acceptance. The shareholder of the Debtor, Paul Smith, has been in ill health and is in the hospital. Mr. and Mrs. Smith have not been able to continue to work in the business. In order to preserve the business operations, the Debtor wishes to close on the sale of the business by Oct. 1, 2018, and the Buyer is willing to pay cash and close on the business by Oct. 1, 2018. The parties are still working toward a closing on the real estate by the end of October or beginning of November 2018, but cannot close on the real estate by Oct. 1, 2018. The parties wish to close on the sale of the business and have the Buyer enter into a short term lease of the real estate until the closing on the real estate. This lease would allow the property to remain insured and protected until the closing on the purchase. The October cost of the lease would be the assumption of all of the liability and property insurance and utilities. The Debtor wishes to have the Court enter an Order Clarifying the Order Granting Motion to Sell Debtor's Commercial Real Estate and Certain Business Assets Free and Clear of Liens, and on the Motion stating that the Debtor may sell the business assets separately from the real estate and that the price for the sale will be $63,000 for the business assets and $550,000 for the real estate. The Order Granting Motion to Sell Debtor's Commercial Real Estate and Certain Business Assets Free and Clear of Liens shall otherwise remain in full force and effect and the order will simply clarifies to have the amount separated and the closings on separate dates. About The Arlington Company of Sarasota The Arlington Company of Sarasota, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04164) on May 21, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The Debtor tapped Melody Genson, Esq., as its legal counsel. ASCENA RETAIL: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Ascena Retail Group Inc. is a borrower traded in the secondary market at 96.33 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.92 percentage points from the previous week. Ascena Retail pays 450 basis points above LIBOR to borrow under the $1.8 billion facility. The bank loan matures on August 21, 2022. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. AT HOME GROUP: S&P Affirms B+ Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on home decor retailer At Home Group Inc. The outlook is stable. At the same time, S&P affirmed the 'BB-' issue-level rating and '2' recovery rating on the company's senior secured first-lien term loan. S&P said, "As of October 10, 2018 financial sponsors AEA Investors L.P. and Starr Investment Holdings LLC reduced their combined ownership to a noncontrolling less than 27% (from 47% at the time of our last publication on At Home, Aug. 24, 2018) through a secondary offering of the company's common stock. In our opinion, this private equity partial exit is a credit positive event as the risk of financial sponsor-led debt-funded growth and shareholder returns is reduced. As a result, we revised our financial policy assessment to neutral from FS-5 and affirmed all ratings. "S&P Global Ratings' stable outlook reflects our expectation that At Home will continue to execute its growth strategy amid ongoing slow general economic growth, with modest margin expansion. It also reflects our expectation that FOCF is on the path to turn and remain positive within the next 18-24 months with corresponding decreased reliance on funding under the revolver for new-store growth and debt to EBITDA below 5x. "We could raise the rating if the company gains a more substantial presence in its core customer markets, establishes a track record of executing in varying economic conditions, and maintains leverage of about 4x or less while predictably generating meaningfully positive free cash flow. "We could lower the rating if credit measures do not improve such that we expect debt to EBITDA to remain above 5x. This could occur if At Home cannot manage growth on a leverage-neutral basis, whether from competitive pressures or traffic and ticket declines. One such scenario would occur if comparable sales turn negative, and gross and EBITDA margins decline by more than 150 basis points (bps)." BITE THE BULLET: Meisters Object to Disclosure Statement -------------------------------------------------------- David and Diane Meister, creditors and holders of 50% of the equity securities of Bite the Bullet, LLC, object (i) to the approval of the Disclosure Statement describing the Chapter 11 Plan for the Debtor because the Disclosure Statement does not contain "adequate information," as required by section 1125 of the Bankruptcy Code, and (ii) to confirmation of the Plan because the Plan does not satisfy the requirements of section 1129(a) and (b) of the Bankruptcy Code. The hearing to consider final approval of the Disclosure Statement and confirmation of the Plan has been continued from time to time to allow the Meisters and Zitiello to discuss a consensual resolution of the Meisters' claims on terms that are, among other things, fair and equitable, rather than the treatment currently afforded them under the Plan. Unfortunately, the parties were unable to come to a consensual resolution and the Meisters now submit the objections which follow. The Meisters complain that the Debtor fails to disclose, let alone detail, the substantial claims that exist against Zitiello for, among other things, breach of fiduciary duty and fraudulent conveyance and that collectively represent a significant asset of the estate. The Debtor also failed to include in the liquidation analysis additional assets such as cash, which according to the most recent monthly operating report for the period ending August 31, 2018, filed by the Debtor aggregates $111,117.35. Nor is there any discussion of other valuable assets set forth in the Schedules such as equipment and inventory which are stated in parts 5 and 8 as totaling $412,426.02. The Debtor's election to include in the liquidation analysis only unencumbered assets appears therefore to be a device to hide these assets since the secured creditor's claim is to be satisfied under the Plan mainly from the Debtor's future cash flow, and not from these assets which will instead be retained by the Debtor. The Meisters are represented by: John P. Aldrich, Esq. ALDRICH LAW FIRM, LTD. 1601 S. Rainbow Blvd., Suite 160 Las Vegas, NV 89146 Tel: (702) 853-5490 Fax: (702) 227-1975 Email: jaldrich@johnaldrichlawfirm.com - and - Jeffrey M. Levinson, Esq. LEVINSON, LLP 55 Public Square, Suite 1750 Cleveland, OH 44113 Tel: (216) 514-4935 Fax: (216) 532-2212 Email: jml@jml-legal.com About Bite the Bullet Bite The Bullet LLC -- https://www.bitethebullet.co -- is an ammunition supplier based in Las Vegas, Nevada. Bite the Bullet is a licensed, insured, and ATF approved Federal Firearm License(FFL) manufacturer of commercially loaded Ammo. Since 2013, Bite the Bullet has been supplying bulk ammo online offering a variety of high use popular calibers. Bite The Bullet LLC, based in North Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-12813) on May 16, 2018. The Hon. Laurel E. Babero presides over the case. Robert Atkinson, Esq., at Atkinson Law Associates Ltd., serves as bankruptcy counsel. In the petition signed by David Zitiello Jr., managing member, the Debtor disclosed $465,433 in assets and $1.26 million in liabilities. BLESSED2BLESS LLC: Taps Nathaniel Webb as Bankruptcy Attorney ------------------------------------------------------------- Blessed2Bless LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Nathaniel Webb, III, Esq., as its attorney. Mr. Webb will advise the Debtor concerning the administration of its bankruptcy estate; negotiate with creditors; assist in the preparation of a plan of reorganization; investigate the existence of other assets of the estate and to have them turned over to the estate; and provide other legal services related to its Chapter 11 case. The Debtor paid the attorney $783 for the services it provided prior to the petition date, plus $1,171 for the filing fee. Mr. Webb disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Mr. Webb maintains an office at: Nathaniel J. Webb, III, Esq. 708-C Thimble Shoals Blvd. Newport News, VA 23606 Phone: (757) 240-4300 Fax: (757) 240-4308 Email: bankruptcy@natwebb.hrcoxmail.com Blessed2Bless LLC Blessed2Bless LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-73285) on Sept. 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Stephen C. St. John presides over the case. BLUE BEE: Seeks Authority to Use Cash Collateral Until Jan. 26 -------------------------------------------------------------- Blue Bee, Inc., d/b/a ANGL, seeks authority from the U.S. Bankruptcy Court for the Central District of California to use cash collateral in accordance with the Debtor's operating budget for the 14-week period from Oct. 21, 2018 through and including Jan. 26, 2019. The Debtor requires access to its cash collateral to pay all of the expenses set forth in the Budget, with authority to deviate from the line items contained in the Budget by up to 20%, on both a line item and aggregate basis, with any unused portions to be carried over into the following weeks, and to pay all quarterly fees owing to the Office of the U.S. Trustee and all expenses owing to the Clerk of the Bankruptcy Court. The Debtor is currently operating a total of twelve Retail Stores, which comprise the core group of retail stores around which the Debtor intends to reorganize. The Debtor's senior secured lender is the Pacific City Bank. As of the Petition Date, the Debtor was a borrower under three separate loans with the Bank, two of which have since been fully repaid and satisfied. The Debtor is currently indebted to the Bank in the amount of approximately $1,180,000 under the U.S. Small Business Administration loan. The Bank is asserting a lien against substantially all of the assets of the Debtor and Angl, Inc. Prior to the Petition Date, the Debtor also obtained a secured loan in the amount of $6,000 from Fashblvd., Inc. Flashblvd asserts a lien against substantially all of the assets of the Debtor. The California State Board of Equalization has one active state tax lien. The Debtor believes that the amount owed to SBOE which is secured by the foregoing tax lien is $24,160. The Debtor believes that the Bank, Fashblvd, and the SBOE are the only parties that may potentially have a perfected security interest in the Debtor's cash. The Debtor submits that the value of such Secured Creditors' interests in the Debtor's cash collateral will be adequately protected by a substantial equity cushion. As of Oct. 21, 2018 (the beginning date of the proposed new Budget), the Debtor anticipates that it will be holding cash on hand of approximately $124,339, security deposits totaling approximately $53,215, inventory valued at approximately $2,275,000 (at cost), and FF&E with an estimated fair market value of approximately $600,000. Based on the foregoing, the aggregate value of the Debtor's assets as of Oct. 21, 2018 is estimated to be $3,052,554. The Debtor believes that the total amount currently owed to the Secured Creditors is approximately $1,210,160, calculated as follows: (i) approximately $1,180,000 to the Bank, based upon the SBA Loan only, since both the First Term Loan and Second Term Loan have now been paid off, (ii) $6,000 to Fashblvd, and (iii) approximately $24,160 to the SBOE. Given the aggregate value of the Debtor's assets (i.e., approximately $3,052,554), and the total estimated amount currently owed to the Debtor's Secured Creditors (i.e., approximately $1,210,160), the Secured Creditors are adequately protected by an equity cushion of more than 150%. The Debtor also proposes to provide its Secured Creditors with replacement liens and security interests against the Debtor's postpetition assets, with such replacement liens to have the same extent, validity, and priority as the prepetition liens held by such Secured Creditors against the Debtor's assets. Additionally, the Debtor submits that the value of the Secured Creditors' interest in the cash collateral will be adequately protected by, among other things, the maintenance and continued operation of the Debtor's business. By doing so, the Debtor will be able to, among other things, maximize the value of its inventory and generate as much revenue as possible from the sale of such inventory. On February 14, 2018, the law firm of Matern Law Group, PC, filed these proofs of claim in the Debtor's bankruptcy case: (a) a proof of claim on behalf of Benix Morante, Jennifer Dominguez, and April Bojorquez, individually and as purported class representatives, pursuant to which the Alleged Class asserts a claim in excess of $30,000,000 against the Debtor, including a priority claim of $214,643.84, based upon certain "wage and hour" claims alleged against the Debtor in a pre-petition action initiated before the Los Angeles Superior Court, which action bears the case number BC542008 ("Alleged Class POC"); and (b) a proof of claim on behalf of Benix Morante, individually, pursuant to which Morante asserts a claim in the sum of $1,500,000 against the Debtor based upon certain claims of discrimination, harassment, sexual battery, retaliation and wrongful termination alleged against the Debtor in a prepetition action initiated before the Los Angeles Superior Court, which action bears the case number BC567121 ("Morante POC"). The Debtor anticipates filing a Plan and disclosure statement in this case, and pursuing Court approval of such disclosure statement and confirmation of such Plan, promptly after the Debtor obtains an adjudication of the Alleged Class POC and Morante POC (even if on a preliminary basis). The Debtor hopes to obtain an adjudication of the Alleged Class POC and Morante POC within the next few months. Therefore, the period covered by the Budget (i.e., Oct. 21, 2018 -- Jan. 12, 2019) represents a critical period in the Debtor's case. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cacb16-23836-386.pdf About Blue Bee Headquartered near downtown Los Angeles, California in Vernon, California, Blue Bee, Inc., doing business as ANGL, is a retailer doing business under the "ANGL" brand offering stylish and contemporary women's clothing at reasonable prices to its fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and operates 21 retail stores located primarily in shopping malls throughout the state of California. Founders Jeff Sunghak Kim and his wife, Young Ae Kim, continue to be actively involved in Blue Bee's business operations as the President and Secretary of the Company, respectively. Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-23836) on Oct. 19, 2016. In the petition signed by Jeff Sungkak Kim, its president, the Debtor estimated assets and liabilities at $1 million to $10 million. Judge Sandra R. Klein is the case judge. Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, serves as bankruptcy counsel to the Debtor. BOSSLER ROOFING: Seeks Dec. 10 Exclusive Period Extension --------------------------------------------------------- Bossler Roofing, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the Debtor's exclusive periods to file a plan of reorganization and to solicit acceptances of its plan through and including Dec. 10, 2018, and Feb. 8, 2019, respectively. The Debtor asserts that it is not seeking this extension to delay the administration of the case or to pressure creditors to accept an unsatisfactory plan. Instead, the Debtor requests the extension of the Exclusive Periods in order to allow it to move forward in an orderly, efficient and cost-effective manner to maximize the value of its assets. The deadline for creditors in this case to file proofs of claims was April 9, 2018. However, the Debtor filed a Motion for Supplemental Bar Date to allow additional creditors not listed on the initial Schedules to file a Proof of Claim. In that Motion, the Debtor requested a supplemental bar date which was set to September 17, 2018. In addition, the Debtor's counsel has had trouble reaching the Debtor and has had communication issues with the Debtor to finalize the plan terms. About Bossler Roofing Bossler Roofing, Inc., is a Lake Worth, Florida-based roofing company owned by Christopher Bossler. The company offers installation services of all roofing systems, concrete roof tile restoration, attic radiant and reflective roof coating energy saving applications, concrete tile and asphalt shingle "Cool Roof" energy star installations, Henry Roof Certified waterproofing (flat roof installation) services, Poly-Foam Certified (Metro-Dade County approved concrete and clay roof tile adhesive application) installations, and all commercial and residential roof repairs, from minor to major leak penetrations. Bossler Roofing, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-24798) on Dec. 12, 2017. In the petition signed by Christopher Bossler, its president, the Debtor disclosed $567,055 in assets and $1.06 million in liabilities. This case is assigned to Judge Paul G. Hyman, Jr. Craig I. Kelley, Esq., at Kelley & Fulton, P.L., is the Debtor's general counsel. BRETON MORGAN: Proposes $2.2 Million Sale of Southside Property --------------------------------------------------------------- Breton Lee Morgan asks the U.S. Bankruptcy Court for the Southern District of Western Virginia to authorize the sale of 361 acres of real estate located at 15018 Kanawha Valley Road, Southside, Mason County, West Virginia to Lance Thornton and Dr. Susan Mullooly for $2.2 million. The Debtor owns the Property. The Property is encumbered by the first deed of Trust of Peoples Bank in the amount of approximately $515,000 and a second position tax lien held by the West Virginia State Tax Department in the amount of approximately $4,000. Unsecured claims, including unsecured debts listed on the Debtor's schedules, total approximately $500,000. The Property was listed on the Debtor's bankruptcy schedules with a value of $3 million. On Sept. 19, 2018, the Debtor entered into a Real Estate Purchase Agreement with the Purchasers for the sum of $2.2 million, free and clear of all liens, claims, encumbrances and interests. The Purchasers have no claim against or relationship with the Debtor and the Agreement was negotiated at arm's-length. A copy of the Real Estate Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Breton_Morgan_38_Sales.pdf The Debtor believes that the Purchase Price is fair and reasonable. The purchase price of $2.2 million far exceeds the $1 million of secured and unsecured claims owed by the Debtor. The Property to be conveyed includes real estate and some furnishings owned by the Debtor. The purchase price is payable in cash at Closing. The Closing is contingent upon Purchaser obtaining financing and will occur within 40 days after entry of an Order by the Court approving the sale. The Seller will pay transfer tax, deed preparation cost, and any other closing costs typically paid by a seller in accordance with the prevailing local practice. The Purchasers will pay for any survey, title exam, recording fees and ant other closing costs typically paid by a purchaser in accordance with the prevailing local practice. The real estate taxes will be prorated as of the date of closing. The Purchasers have requested, and the Debtor agrees, that the secured claims of Peoples Bank and the West Virginia State Tax Department will attach to the proceeds of sale and will be paid at closing. The Debtor will escrow funds for payment of administrative claims and unsecured claims which will be disbursed only upon further Order of the Court. The objection deadline is Oct. 12, 2018. Counsel for Debtor: Joe M. Supple, Esq. SUPPLE LAW OFFICE, PLLC 801 Viand Street Point Pleasant, WV 25550 Telephone: (304) 675-6249 Breton Lee Morgan sought Chapter 11 protection (Bankr. S.D. W.V. Case No. 18-30219) on May 15, 2018. The Debtor tapped Joe M. Supple, Esq., as counsel. BSC HOLDINGS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of BSC Holdings, LLC as of Oct. 10, according to a court docket. About BSC Holdings On July 13, 2018, BSC Holdings, LLC, filed a petition for relief under Chapter 7 of the Bankruptcy Code which was subsequently converted to a Chapter 11 proceeding on August 23, 2018 (Bankr. M.D. Tenn. Case no. 18-04636). At the time of filing, the Debtor estimated $10 million to $50 million in assets and $0 to $50,000 in liabilities. Alexander S. Koval, Esq., at Rothschild & Ausbrooks, PLLC, is the Debtor's counsel. CALEXICO COMMUNITY: S&P Withdraws 'CCC+' Rating on TAB Debt ----------------------------------------------------------- S&P Global Ratings withdrew its 'A-' and 'CCC+' long-term ratings on Calexico Community Redevelopment Agency, Calif.'s previously rated school district tax allocation bonds (TAB) debt. At the same time, S&P Global Ratings removed the ratings from CreditWatch with negative implications, where they had been placed on Feb. 6, 2017. This action follows repeated attempts by S&P Global Ratings to obtain timely information of satisfactory quality to maintain S&P's ratings on the securities in accordance with its applicable criteria and policies. The withdrawal of these ratings was preceded, in accordance with its policies, by any change to the ratings that it considers appropriate given available information. CALVARY COMMUNITY: Court Allows $126K Reimbursement to B&T ---------------------------------------------------------- Bankruptcy Judge Mike K. Nakagawa granted Barnes & Thornburg LLP first and final application for compensation and reimbursement of expenses for the time period of April 1, 2018 through June 30, 2018. The B&T Fee Application sought the allowance of attorney's fees in the amount of $123,114.50 and costs in the amount of $5,595.25 for 211.5 hours of services rendered from April 1, 2018 through June 30, 2018. Notice was properly given and only the Chapter 11 trustee has objected to the compensation requested by her former lead bankruptcy counsel. The instant fee application is accompanied by hourly billing statements. The application summarizes the contents of the B&T Billing Statement by using the various "project categories" of services described in the professional compensation guidelines issued by the UST. The Chapter 11 trustee does not object to the hourly rates billed by the various professionals tasked by B&T to perform services in this case. Instead, she objects both to specific time entries appearing in the B&T Billing Statement, and to the overall amount of the fees and costs sought. The Chapter 11 trustee's specific reductions are set forth in seven separate "tables" of billing entries appearing in the Objection. The objections contained in these seven tables appear to fall into three categories. B&T argues that the services rendered were reasonable under Section 330 and properly requested in this case. Moreover, B&T maintains that neither a disallowance of specific billing entries, nor an across the board reduction of the total requested compensation is appropriate. Having considered Table 1 and Table 2, as well as the substance of the Chapter 11 trustee's argument, however, the court overrules the Category One objection. By its nature, internal communications within a law firm create some duplication, but the intended purpose of such communication is to coordinate services on behalf of the client. The court's review of the time entries in Table 1 does not reveal an amount of duplication that is unreasonable in this case. The court, therefore, concludes that the Chapter 11 trustee's request to disallow fees for these services is without merit. The Chapter 11 trustee also argues that B&T billed for too much time in four discrete areas. The Chapter 11 trustee does not suggest that services in those areas were unnecessary, but only that the time spent by the B&T firm was excessive. The expenditure of 23 hours to prepare the B&T Fee Application appears is excessive inasmuch as the B&T Billing Statement already was separated into the project categories used in the UST Guidelines. B&T admittedly prepared its fee application using the UST Guidelines. Construction of the fee application primarily involved preparing a summary of the services performed in each project category, and a single paragraph explaining the necessity for the services. While lead counsel in a Chapter 11 proceeding seldom are terminated mid-case, preparation of the instant application was otherwise routine because B&T was unaware of whether the Chapter 11 trustee would even object. Under these circumstances, the court agrees with the Chapter 11 trustee that a portion of the total amount of fees for preparation of the B&T Fee Application, including the Estimated Additional Fee, should be disallowed. The total amount of $6,000 will be allowed for preparation and presentation of the instant fee application, and the balance of the amount requested for this task is disallowed. The Chapter 11 trustee also maintains that the B&T firm has not complied with the UST Guidelines. She relies on Table "7" to list time entries reflecting 86.10 hours billed by B&T professionals and seeks disallowance of $40,047.50 in fees for vague time entries or $37,280.50 for lumped time entries. In response, B&T has provided an additional description of the services rendered, separates out the services lumped together, or both. At the hearing on the B&T Fee Application, no suggestion was made by the Chapter 11 trustee that the additional information supplied by B&T is insufficient to meet the UST Guidelines. More important, the court has reviewed Reply Exhibit 1 and concludes that B&T has provided sufficient information to discern the professional services performed and the time spent by the fee applicant as required by Section 330. The disallowances requested in this category are without merit. Thus, the court will allow professional compensation for the project categories specified in the B&T Fee Application as follows: $46,496 for Asset Disposition, $2,665 for Business Operations, $11,812.50 for Case Administration, $15,961 for Claims Administration and Objections, $14,077.50 for Employment and Fee Applications,29 and $29,695 for Financing and Cash Collateral. The total allowed amount of professional fees is $120,707 Reimbursement for costs advanced is allowed in the total amount of $6,175.25. The total amount of allowed professional fees and reimbursement of costs will be $126,882.25. The bankruptcy case is in re: CALVARY COMMUNITY ASSEMBLY OF GOD, INC., Chapter 11, Debtor, Case No. 17-13475-MKN (Bankr. D. Nev.). A full-text copy of the Court's Order dated Sept. 28, 2018 is available at https://bit.ly/2yEik9d from Leagle.com. CALVARY COMMUNITY ASSEMBLY OF GOD, INC., Debtor, represented by ANGELA J. LIZADA , LIZADA LAW FIRM, LTD. KAVITA GUPTA, Trustee, represented by OGONNA M. BROWN , LEWIS ROCA ROTHGERBER CHRISTIE. U.S. TRUSTEE - LV - 11, U.S. Trustee, represented by EDWARD M. MCDONALD , OFFICE OF U.S. TRUSTEE. About Calvary Community Assembly of God Calvary Community Assembly of God -- http://www.ccalv.org/-- is a Pentecostal church in Las Vegas, Nevada. It is located on an 11-acre campus at 2900 N. Torrey Pines Drive, just a few blocks off the I-95 freeway. In September 2004, Pastor Bruce and Donita Morris began their time serving Calvary. Calvary Community Assembly of God filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on June 28, 2017. In the petition signed by Bruce A. Morris, pastor, the Debtor disclosed $11.04 million in assets and $3.53 million in liabilities. Angela J. Lizada, Esq., at Lizada Law Firm Ltd., served as the Debtor's bankruptcy counsel. Kavita Gupta was appointed Chapter 11 trustee for the Debtor. CALVARY COMMUNITY: Trustee Selling Las Vegas Property for $7.75M ---------------------------------------------------------------- Kavita Gupta, the Chapter 11 trustee for Calvary Community Assembly of God Inc., asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property located at 2900 North Torrey Pines Drive, Las Vegas, Nevada, identified as located in the City of Las Vegas, County of Clark, Nevada, Assessor Parcel Numbers 13814-601-005, 13814-601-006, 13814-601-013, and 13814-601-014, consisting of three buildings totaling +50,552 square feet located on four contiguous parcels of developed and vacant land totaling +11.220 acres, to Clark County, Nevada for $7.75 million, subject to any adjustments based upon due diligence findings. A hearing on the Motion is set for Oct. 24, 2018 at 9:30 a.m. Prior to the bankruptcy filing, the Debtor's operations consisted of a church, a church-affiliated school with grades kindergarten through eighth grade, and a church-affiliated day care facility for preschool children. In 2016, it defaulted under a loan in the amount of $3,403,500 from Assemblies of God Loan Fund, a Missouri nonprofit corporation, prompting the Debtor to file for bankruptcy in 2017 to avoid the Lender's foreclosure of the Property while it attempted to reorganize. Ultimately, the Debtor failed in its reorganization efforts, and in 2018, a Chapter 11 Trustee was appointed over its Estate. The Trustee retained a realtor to market and to sell the Property, and in July 2013, the Trustee received from Clark County a written Conditional Offer to Purchase Real Property for $7.75 million. The Trustee asks Court authorization to sell the Property to Clark County for the sale price of $7.75 million based upon the following grounds and the following reasons: (1) the Trustee believes that the proposed sale to the County for $7.75 million is a fair and reasonable offer that will maximize the Estate and inure to the benefit of its secured and unsecured creditors, as the proposed sale price is sufficient to satisfy the secured claims against the Property, and most likely to satisfy all administrative priority claims and unsecured creditors' claims asserted against the Estate; (2) the County timely made its earnest money deposit in the amount of $50,000 with Fidelity National Title Group on Sept. 4, 2018; (3) one of the conditions of closing under the Purchase Agreement is Court approval of the proposed sale; (4) the due diligence period under the Purchase Agreement ends on Dec. 26, 2018, which is 120 calendar days from the date of execution of the Purchase Agreement; (5) the deadline for the close of escrow is Jan. 10, 2019, but in no event later than 15 days after the Due Diligence Period expires; and (6) the County is the only interested party that has submitted a formal offer to purchase the Property since the Property has been listed, and the Clark County Board of Commissioners approved the proposed sale unanimously during their meeting on Aug. 21, 2018. A of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/CALVARY_COMMUNITY_274_Sales.pdf The sale of the Property maximizes value for the creditors of the Estate. To the best of the Trustee's knowledge, the sale proceeds of the proposed sale of the Property to the County will be sufficient to satisfy in full all of the existing liens encumbering the Property, including the Lender's Deed of Trust against the Property, the first DIP Loan, the second DIP Loan, and the third DIP Loan. In the event the Court approves the proposed sale to the County, and in the event the County closes on the sale of the Property, the Trustee will use the sale proceeds to fund a liquidating plan of reorganization for an orderly administration of the case. Accordingly, the Trustee asks an order authorizing the proposed sale of the Property to the County free and clear of all liens and encumbrances. Any and all valid and perfected Claims in or to the Property will attach to any cash proceeds. The Purchaser: CLARK COUNTY REAL PROPERTY MANAGEMENT Attn: Director c/o Robert Tomiyasu Real Estate Administrator 500 South Grand Central Pkwy., 4th Floor Las Vegas, NV 89155-1825 Telephone: (702) 455-4616 (702) 455-0110 Facsimile: (702) 455-5817 E-mail: Robert.tomiyasu@clarkcountynv.gov The Purchaser is represented by: Mary-Anne Miller, Esq. County Counsel Civil Division 500 South Grand Central Pkwy., 5th Floor Telephone: (702) 455-4761 E-mail:maryanne.miIler@c]arkcountyda.com The Broker: Thomas Olson DOUGLAS WILSON COS. 1620 Fifth Ave., Suite 400 San Diego, CA 92101 E-mail: tolson@douglaswilson.com About Calvary Community Assembly of God Calvary Community Assembly of God -- http://www.ccalv.org/-- is a Pentecostal church in Las Vegas, Nevada. It is located on an 11-acre campus at 2900 N. Torrey Pines Drive, just a few blocks off the I-95 freeway. In September 2004, Pastor Bruce and Donita Morris began their time serving Calvary. Calvary Community Assembly of God filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on June 28, 2017. In the petition signed by Bruce A. Morris, pastor, the Debtor disclosed $11.04 million in assets and $3.53 million in liabilities. Angela J. Lizada, Esq., at Lizada Law Firm Ltd., served as the Debtor's bankruptcy counsel. Kavita Gupta was appointed Chapter 11 trustee for the Debtor. CANBRIAM ENERGY: Moody's Lowers CFR to B3, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Canbriam Energy Inc.'s Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, and US$350 million senior unsecured notes rating to Caa1 from B3. Canbriam's outlook was changed from rating under review to negative. This concludes the review for downgrade that was initiated on August 3, 2018. "The downgrade reflects Canbriam's weak liquidity driven by the note maturity in November 2019 that Moody's expects will not be refinanced before they become current", said Paresh Chari VP -- Senior Analyst. Downgrades: Issuer: Canbriam Energy Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Canbriam Energy Inc. Outlook, Changed To Negative From Rating Under Review RATING RATIONALE Canbriam (B3 CFR) is challenged by: 1) its weak liquidity position that is driven by its revolver maturing in April 2019 and senior notes maturing in November 2019; 2) high exposure to weak western Canadian natural gas prices, favorable hedges rolling off in 2018 and a lack of hedges in 2019 that will weaken margins; 3) a weak leveraged full-cycle ratio (LFCR) of less than 1x in 2018 and 2019; and 4) geographic concentration in the Montney formation in northeast British Columbia. The company is supported by: 1) a sizeable reserves and production base (38,000 boe/d (barrel of oil equivalent per day) expected in 2018); 2) low sustaining capital spending that supports around break even free cash flow in 2019; and 3) strong expected retained cash flow to debt (about 20%) and EBITDA to interest (about 3x) in 2019 assuming the US$350 million note maturing in November 2019 is refinanced. Canbriam's liquidity is weak. At June 30, 2018 and pro forma for the July 2018 non-core asset sale of C$50 million, Canbriam will have about C$58 million of cash and C$130 million due April 30, 2019 under its C$350 million borrowing base revolver and a US$350 million senior unsecured note maturity on November 15, 2019. The company has no financial covenants. Alternate liquidity is limited as assets are pledged as collateral to the secured revolving credit facility, however the company's midstream assets could provide a potential source of liquidity. In accordance with Moody's Loss Given Default (LGD) Methodology, the US$350 million senior unsecured notes are rated Caa1, one notch below the B3 CFR, due to the priority ranking of the C$350 million secured borrowing base revolving credit facility. The negative outlook reflects the significant upcoming debt maturities in 2019 that Canbriam may not be able to refinance or extend. The ratings could be upgraded if the senior notes are refinanced and the revolver maturity extended such that liquidity would be at least adequate, retained cash flow to debt is above 20% and the LFCR is above 1x. The ratings could be downgraded if Moody's believes that there is not a sufficient plan in place by early 2019 to refinance or repay the November 2019 senior unsecured note maturity or extend the revolver maturity. Canbriam Energy Inc. is a private Calgary, Alberta-based independent exploration and production company focused in the Montney formation in northeastern British Columbia with (net of royalties) production at about 38,000 boe/d in Q2 2018 (82% natural gas). The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. CAPITOL STATION 65: Sets Sale Procedures for All Assets ------------------------------------------------------- Capitol Station 65, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale procedures in connection with the sale of substantially all assets at auction. The Debtors own the Township Nine project consisting of 65 acres of undeveloped land, bound by North 5th Street on the west, North 7th Street on the east, Richards Boulevard on the south and the American River on the north. Township Nine contains approximately 25 parcels and offers the benefits of a master planned community within the fabric of the downtown area. It includes approximately 31.62 net developable acres. The Township Nine project is fully entitled and the second phase of infrastructure (streets, parks, etc.) is substantially complete. It was entitled in 2007, with the tentative map amended in 2010 and again in 2017. The master plan accommodates sales to individual developers to pursue development projects consistent with existing entitlements. Township Nine is a mixed-use, transit-oriented development that includes high-density rental units and for-sale housing, retail and office space, open space, trails, and parks. Its plans allow up to 2,201 residential units, 840,000 square feet of office space and 150,000 square feet of retail space. The development is light rail accessible, with a constructed stop on the Green Line. It also has 27 acres of parks and open space and includes extensive footage along the American River and Twin Rivers Bike Trail. After considering extensive expert testimony and other evidence, on Jan. 8, 2018, the Court issued a memorandum and order determining the "as is" market value of the Property, as of Oct. 2, 2017, with fee credits and less the adjusted net costs to complete the remaining infrastructure, to be $75,626,874. Shortly after the Petition Date, the Debtors entered into a purchase and sale agreement with Anthem United Homes, Inc., dated July 25, 2017, for the sale of the Property. The Anthem PSA was incorporated into the Debtors' Second Amended Joint Plan of Reorganization (dated Oct. 17, 2017). The Court approved the Disclosure Statement for the Plan, and the Plan was submitted to the creditors for a vote, which was completed on Nov. 30, 2017. Between November 15th and 29th, Secured Creditor Township Nine Avenue, LLC, formerly known as COPIA Lending, LLC, attempted to purchase all claims by other creditors to block the confirmation of the Plan. The hearing to approve the Plan was scheduled for Feb. 7, 2018. On Jan. 5, 2018, COPIA filed a Motion for Relief from the Automatic Stay and noticed it to be heard concurrently with the Confirmation Hearing on Feb. 7, 2018. In the week of Jan. 22, 2018, Anthem informed the Debtors that Anthem was not intending to perform under the terms of the Anthem PSA and was considering terminating it. In light of this, the Debtors asked that the Court continues the Confirmation Hearing pending an investigation of the viability of the Anthem PSA with Anthem, or a third party. COPIA and the Official Committee of Unsecured Creditors stipulated to the requested continuance. The Court granted the request and continued the Confirmation Hearing to June 27-28, 2018. In late February 2018, Anthem confirmed to the Debtors that it would not move forward with the Anthem PSA but would assist the assignment of its interest in the Anthem PSA to a thirdparty. On April 23, 2018, Anthem and the Debtors entered into an assignment agreement whereby Anthem assigned its rights and obligations under the Anthem PSA to Evergreen Communities Inc. On June 1, 2018, the Debtors brought a motion to approve the Evergreen Assignment. In mid-June, the corporate owners of the Debtors sold their ownership interests in the Debtors to Gadsden Growth Properties, Inc. The Assignment Motion was heard by the Court on June 26, 2018. The Court denied the Assignment Motion and took the confirmation hearing on the Debtors' Plan off calendar. The trailing Stay Motion was continued, and an Order to Show Cause ("OSC") was issued regarding the termination of plan exclusivity and the potential appointment of a Chapter 11 trustee. On July 31, 2018, the Court held hearings on the OSC and Stay Motion. With respect to the OSC, the Court terminated exclusivity and discharged the OSC with respect to appointing a Chapter 11 trustee. The Court continued the Stay Motion to Aug. 14, 2018. COPIA has, by now, purchased most of the remaining claims in these consolidated cases. On July 10, 2018, the members of the Committee resigned in order to allow them to accept COPIA's offer to purchase their claims. The Office of the United States Trustee has not reconstituted the Committee. The case has become, in essence, a dispute between the Debtors and COPIA. On Aug. 9, 2018, the Debtors and COPIA entered into a stipulation under which the Debtors agreed, among other things, to consummate a sale of the Property in an amount sufficient to pay off the secured claim of COPIA and the DIP Loan by Jan. 31, 2019. In the event that the Debtors fail to meet that deadline, or other milestones set forth in the Stipulation, COPIA will have relief from the automatic stay to pursue the foreclosure of the Property. The Court approved the Stipulation on Aug. 30, 2018. The Debtors have worked with their court-approved brokers to develop a marketing plan to meet the deadlines provided in the Stipulation. The Stipulation has two separate performance deadlines for the Debtors. First, the Debtors must open an escrow by Nov. 30, 2018 for the sale of the Property, or a portion thereof sufficient to pay the secured claims. Second, they must pay COPIA's secured claim in full1 on or before Jan. 31, 2019. Significant portions of this marketing plan have been implemented and potential buyers are actively engaged. Thus, the Debtors ask an order approving the timeline and procedures for consummating a sale within the timeframe contemplated under the Stipulation. The Debtors ask that the Court approves the Sale Procedures as reasonable and necessary under the circumstances. They submit that the Sale Procedures described herein will facilitate the consummation of an orderly sale, as well as maximize the value of the assets for their substantively consolidated Chapter 11 estate. Subject to the additional notice requirements set forth below, the Debtors ask that the Court sets a Sale Hearing for Jan. 11, 2019. At the Sale Hearing, they'll ask approval of the Sale of the Property to either the successful bidder at Auction or a buyer under the Private Sale Option. They may also ask an order approving the assumption and assignment of any executory contracts designated as part of the proposed Asset Purchase Agreement. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 15, 2018 at 4:00 p.m. (PST) b. Initial Bid: The offer must expressly state that the bidder's offer is all cash, on an as-is, where-is basis, without contingencies, and irrevocable during the Irrevocability Period. Any initial overbid of the Stalking Horse Bid must be in an amount that is greater than or equal to the sum of all consideration provided by the Stalking Horse Bid (including cash purchase price, assumed liabilities and any other consideration) plus the Break Up Fee. c. Deposit: $2 million made payable to Placer Title Co., Attn: Jenny Vega, 2901 “K” Street, Suite 390, Sacramento, California. The Debtors will return the deposit made by each Qualified Bidder within fivebusiness days of exercising its right to sell at a Private Sale, except for the Deposit of the Private Sale buyer. d. Auction: The Auction will be conducted at the Sale Hearing. e. Bid Increments: $50,000 f. Sale Hearing: Jan. 11, 2019 g. Closing: The Sale, whether by Auction or Private Sale Transaction, will close on or before the date which is five business days following the entry of the Court's order approving the Sale. h. Sale Objection Deadline: Any objections by a party-in-interest to the proposed Sale must be filed and served on or before three weeks prior to the Sale Hearing Date. Any reply by the Debtors to any objection must be filed on or before one week prior to the Sale Hearing Date. These bidding procedures will be without prejudice to the rights of COPIA to make a credit bid in combination with or without a non-credit bid. At any time on or before Nov. 30, 2018, the Debtors may accept an offer or bid as a stalking horse bid from a Qualified Bidder. The Stalking Horse Bid will be subject to the Debtors' right to accept a higher and better bid at an auction conducted pursuant to the terms of the Bidding and Sale Procedures. In the event the Stalking Horse Bidder is not the successful bidder approved by the Court at the Sale Hearing, the Stalking Horse Bidder will be entitled to payment of 1.5% of the Stalking Horse Bid payable from the proceeds at closing of the sale to the successful third party bidder. On Nov. 30, 2018, the Debtors will file with the Court the Sale Motion. In the event that the Debtors elect to consummate the Sale through a Private Sale, they reserve the right to request that the Court re-set the Sale Hearing Date to an earlier date. Any objections by a party-in-interest to the proposed Sale must be filed and served on or before three weeks prior to the Sale Hearing Date. Any reply by the Debtors to any objection must be filed on or before one week prior to the Sale Hearing Date. The Debtors ask the Court to (i) approve the Sale Procedures as outlined; (ii) schedule a hearing to consider approval of the Sale, and the assumption and assignment of the Assigned Agreements for a date on Jan. 11, 2019; and (ii) approve the Breakup Fee and determining that in the event the obligation of the Debtors to pay the Breakup Fee arises, such obligation will be paid solely from the purchase price paid by the Successful Bidder as a super-priority claim. A hearing on the Motion is set for Oct. 23, 2018 at 2:00 p.m. About Capitol Station 65 Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol Station Member LLC, and Township Nine Owners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos. 17-23627 to 17-23630) on May 30, 2017. In the petitions signed by CEO Suneet Singal, the Debtors estimated their assets at $50 million to $100 million and debt at $10 million to $50 million. Judge Christopher D. Jaime presides over the cases. Nuti Hart LLP is the Debtors' legal counsel. On July 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel. On Aug. 28, 2017, the Debtors filed a disclosure statement and a joint Chapter 11 plan of reorganization. CARDEL MASTER: Case Summary & 5 Unsecured Creditors --------------------------------------------------- Debtor: Cardel Master Builder, Inc. 9110 E Nichols Ave, Suite 120 Centennial, CO 80112 Business Description: Cardel Master Builder is a privately held building contractor in Centennial, Colorado. Chapter 11 Petition Date: October 12, 2018 Case No.: 18-18945 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Thomas B. McNamara Debtor's Counsel: Brian J. Fletcher, Esq. ONSAGER | FLETCHER | JOHNSON LLC 1801 Broadway, Ste. 900 Denver, CO 80202 Tel: 303-512-1123 Fax: 303-512-1129 E-mail: jbfletcher@OFJlaw.com - and - Christian C. Onsager, Esq. ONSAGER | FLETCHER | JOHNSON LLC 1801 Broadway, Ste. 900 Denver, CO 80202 Tel: 303-512-1123 E-mail: consager@OFJlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roderick Mickelberry, regional president, Carden Master Builder, Inc., G.P. of Cardel Clocktower, L.P. A copy of the Debtor's list of five unsecured creditors is available for free at: http://bankrupt.com/misc/cob18-18945_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob18-18945.pdf CARITAS INVESTMENT: Court Reduces B&G Marina Claim to $15K ---------------------------------------------------------- Caritas Investment Limited Partnership filed a Fourth Amended Disclosure Statement disclosing that the Debtor on or about Sept. 15, 2018, paid $127,049 for 2017 taxes due to the Internal Revenue Service and $23,412 for 2017 taxes due to the state revenue service. The Debtor also disclosed that it objected to the proof of claim of B&G Marina. The Court reduced the claim to $15,248. A copy of the Fourth Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/ybzhjkdp at no charge. About Caritas Investment Headquartered at Stamford, Connecticut, Caritas Investment Limited Partnership is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It owns the property at 140 Wallacks Drive, Stamford, which consists of a parcel on Stamford mainland and an island in the City of Stamford. Caritas Investment Limited Partnership filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50456) on April 24, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by John A. Morgan, member of Morgan 2000, LLC, general partner. CAROL ROSE: Seeks 60-Day Exclusive Solicitation Period Extension ---------------------------------------------------------------- Carol Rose, Inc., and Carol Alison Ramsay Rose request the U.S. Bankruptcy Court for the Eastern District of Texas to extend for at least 60 days (a) the period during which the Debtors have the exclusive right to solicit acceptances in connection with the Plan, and (b) the dates and deadlines relating to the approval of the Debtors' Disclosure Statement and Confirmation of the Debtors' Plan. On Jan. 16, 2018, the Debtors filed their Joint Chapter 11 Plan of Reorganization and on Jan. 22, they filed their Joint Disclosure Statement in Support of the Plan. The current deadline for Carol Rose and Rose Inc. to solicit acceptance of their Plan is March 17, 2018 and March 18, 2018, respectively. The Debtors jointly removed certain state court litigation, to namely: (a) Carol Rose and Carol Rose, Inc. v. Lori Aaron, Phillip Aaron, Aaron Ranch and Jay McLaughlin, filed in the 235th Judicial District in Cooke County, Texas docketed as Cause No. 13-00535; and (b) Equis Equine, LLC and Elizabeth Weston v. Carol Rose, Carol Rose, Inc. d/b/a Carol Rose Quarter Horses d/b/a Carol Rose Ranch d/b/a Carol Rose Dispersal Sale, Lewis T. Stevens, Don Green, Harold Brown, Aaron Ranch, Aaron's Ranch, Inc., Lori Aaron and Phillip Aaron, filed in the 235th Judicial District in Cooke County, Texas docketed as Cause No. 15-00481. In addition, Elizabeth Weston and Equis Equine, LLC filed a complaint objecting to the dischargeability of the alleged indebtedness owed by Rose, Adv. Proc. No. 17-04131. Likewise, the Aaron Parties filed a complaint objecting to the dischargeability of the alleged indebtedness of Rose to the Aaron Parties, Adv. Proc. No. 18-04016. The Debtors have also filed objections to the claims of the Aaron parties and the Weston parties. As set forth in the Debtors' Disclosure Statement, the outcome of the Litigation will fundamentally shape the Debtors' Plan. Class 3 of the Plan consists solely of the allowed Aaron Unsecured Claims, if any and Class 4 of the Plan consists solely of the allowed Weston Unsecured Claims, if any. The claims in both Class 3 and Class 4 are heavily disputed by the Debtors and the Debtors seek recovery of substantial claims against the Aarons, as well as full disallowance of the Disputed Unsecured Claims. Given the significance of resolution of the Litigation to Debtors' formulation and confirmation of the Plan, Debtors sought extension of exclusivity until after trial and entry of a final judgment adjudicating the various claims. Subsequently, the Court granted the Debtors' request in part and scheduled a hearing on the Disclosure Statement on August 28, 2018, and extended the Solicitation Period until October 29, 2018. Although a trial on the Litigation took place on May 29 through June 1, 2018 and June 11 through June 15, and the Court heard closing arguments from counsel for the parties in the Litigation on July 6, the Court has not yet entered a final judgment with respect to the Litigation. Subsequently, the Debtors filed their Second Motion seeking to further extend the various dates and deadlines. Pursuant to the Court's Second Order, the hearing on the Disclosure Statement is continued until October 23, 2018 at 2:00 p.m., setting an objection deadline for October 16, and extended the Solicitation Period Until December 28, 2018. Based on the foregoing, the Debtors now file their Third Motion requesting further extension of the exclusivity period and all related deadlines for at least 60 days dependent upon the Court's calendar. The Debtors believe that such an extension is warranted given the significance of the Court's anticipated ruling and the impact it will have on all aspects of the Debtors' Plan. The Debtors believe that an extension of 60 days will afford them sufficient time after the Court's ruling in the Litigation to solicit and seek confirmation of a plan. About Carol Rose Carol Rose, Inc. -- http://www.carolrose.com/-- owns a horse breeding facility in Gainesville, Texas. It provides on-site breeding, cooled semen, embryo transfer, mare care and maintenance and foaling services. It is owned by Carol Rose, a National Reined Cow Horse Association (NRCHA) and National Reining Horse Association (NRHA) breeder. Ms. Rose is the sole director and shareholder of the Debtor. Carol Rose, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19, 2017. In the petition signed by owner Carol Rose, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Brenda T. Rhoades presides over the case. Gardere Wynne Sewell LLP is the Debtor's bankruptcy counsel. The Debtor tapped Kelly Hart & Hallman LLP/Kelly Hart & Pitre as its special counsel. CEDAR FAIR: Egan-Jones Lowers Senior Unsecured Ratings to BB- ------------------------------------------------------------- Egan-Jones Ratings Company, on October 1, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Cedar Fair LP to BB- from BB. Cedar Fair, L.P., doing business as the Cedar Fair Entertainment Company, is a publicly traded partnership headquartered at its Cedar Point amusement park in Sandusky, Ohio, with other corporate offices in Charlotte, North Carolina. CLEARWAY ENERGY: Moody's Affirms Ba2 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Clearway Energy, Inc.'s Ba2 Corporate Family Rating and Clearway Energy Operating LLC's Ba2 senior unsecured rating. At the same time, Moody's affirmed Clearway Energy's speculative grade liquidity rating at SGL-2. In addition, in this rating action, Moody's is correcting the issuer attribution for the Ba2 senior unsecured debt to reflect the appropriate issuing legal entity, which should be Clearway Energy Operating LLC rather than Clearway Energy, Inc. Outlook Actions: Issuer: Clearway Energy Operating LLC Outlook, Remains Stable Issuer: Clearway Energy, Inc. Outlook, Remains Stable Affirmations: Issuer: Clearway Energy Operating LLC Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4) Issuer: Clearway Energy, Inc. Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba2 RATINGS RATIONALE Clearway Energy's credit quality reflects its low business risk profile and the size and diversity of its portfolio. Cash flow diversity is strong, with approximately 125 project assets and a mix of renewable, gas and thermal assets. There is, however, some geographic concentration, as about 70% of cash flows are generated from projects in California. Global Infrastructure Partners (GIP) recently acquired NRG Energy Inc.'s interest in NRG Yield, Inc. and renamed the company Clearway Energy, Inc. The acquisition was made through GIP's subsidiary, Clearway Energy Group. Moody's considers GIP to be a strong sponsor for Clearway Energy and Clearway Energy Group due to its large fund size and expertise in the infrastructure sector. Clearway Group has a strong pipeline of projects to support drop downs to Clearway Energy. Clearway Group currently has 8.9 gigawatts of development projects it acquired from NRG and SunPower Corporation. About 1 gigawatt of the development projects is in late stage development. Offsetting these credit strengths are leverage ratios that will remain high. Moody's projects the ratio of consolidated debt to EBITDA to be around 6x to 7x while CFO Pre-WC/consolidated debt to be around 9%, both of which ratios are calculated on a P90 basis. The leverage ratios for full year results for 2018 are likely to be slightly above its run rate ratios because of the timing of the Carlsbad acquisition, which is expected to occur towards the end of 2018. Liquidity Clearway Energy has good liquidity, as reflected in its SGL-2 speculative grade liquidity rating. It has only a modest amount of capital expenditures in the near term and Moody's expects it will generate a strong free cash flow in 2018 and 2019, of about $300 million per year. Additionally, as of June 30, 2018, the company had $130 million of unrestricted cash on hand and a $495 million revolving credit facility with $428 million unused. Clearway Energy's revolving credit facility is sized to accommodate both operational liquidity and also provide bridge funding for new acquisitions. The revolving credit facility expires in April 2023 and contains a material adverse change clause for new borrowings. Financial covenants include corporate debt to corporate EBITDA of 5.5x and interest coverage of 1.75x. Clearway Energy recorded a debt to EBITDA of 3.7x and an interest coverage of 5.3x as of the second quarter of 2018 for compliance certificate purposes. Rating Outlook Clearway Energy's stable outlook reflects its projected consistent cash flow and the diversity among individual projects. The stable outlook incorporates its expectation that Clearway Energy will finance these acquisitions in a way that does not significantly increase leverage or worsen liquidity. Factors that Could Lead to an Upgrade Moody's may take positive rating action on Clearway Energy and Clearway Operating should Clearway Energy's CFO Pre-WC to consolidated debt rise to the mid-teens or should consolidated debt to EBITDA fall to 5.5x or below. Factors that Could Lead to a Downgrade A negative rating action could occur should the company's consolidated debt to EBITDA be sustained at above 7.5x, or if CFO Pre-W/C to consolidated debt fall below 9%, or if the cash flow from its projects proves to be more volatile or less resilient than its expectations. A downgrade can also occur should the company modify its financing strategy in a way that hurts credit quality, such as by using additional leverage to finance growth. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. CLEVELAND-CLIFFS INC: Moody's Hikes CFR to B1, Outlook Stable ------------------------------------------------------------- Moody's Investors Service upgraded Cleveland-Cliffs Inc's Corporate Family Rating and Probability of Default Rating to B1 and B1-PD from B2 and B2-PD respectively. The senior secured guaranteed notes were upgraded to Ba2 from Ba3, the senior unsecured guaranteed notes were upgraded to B1 from B2 and the senior unsecured notes were upgraded to B3 from Caa1. The speculative grade liquidity rating was upgraded to SGL-1 from SGL-2. The outlook is stable. "The upgrade reflects the improving trends evidenced, which are expected to hold, in Cliffs performance on strengthened fundamentals in the US steel industry, the dominant market for Cliffs iron ore pellets together with strength in pellet premium prices and relatively stable iron ore prices" said Carol Cowan, Moody's Senior Vice President and lead analyst for Cliffs. Upgrades: Issuer: Cleveland-Cliffs Inc. Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Corporate Family Rating, Upgraded to B1 from B2 Guaranteed Senior Secured Regular Bond/Debenture, Upgraded to Ba2 (LGD2) from Ba3 (LGD2) Guaranteed Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD4) from B2 (LGD3) Senior Unsecured Regular Bond/Debentures, Upgraded to B3 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Cleveland-Cliffs Inc. Outlook, Remains Stable RATINGS RATIONALE The B1 CFR reflects Cliffs improved operating performance, strengthened debt protection metrics, focus on debt reduction and strong position in the North American iron ore markets. The rating also considers the contract nature of the company's iron ore operations and the symbiotic relationship with US blast furnace steel mills. Improved fundamentals in the US steel industry on strengthened demand across many end markets as well as the impact of the Section 232 tariffs and quotas has contributed to improved utilization by the industry as well as significant increases in hot-rolled coil prices. This is impactful in that the ArcelorMittal contract contains a pricing adjustment for hot-rolled coil steel, among other factors. For the six months through June 30, 2018, hot-rolled coil steel prices have averaged $821/ton versus $621/ton in 2017. Although prices have trended down from their peak of around $910/ton in the late June/early July time frame, prices are expected to remain resilient on strong demand levels. Moody's expects leverage, as measured by the debt/EBITDA ratio to improve to around 3.5x at year-end 2018 from 4.9x for the twelve months through June 30, 2018. The favorable conditions are expected to hold in 2019 enabling Cliffs to continue to have strong cash flow generation and internally fund the construction of the $700 million hot-briquetted iron (HBI) production plant, which is expected to start-up in mid-2020. However, the rating incorporates the volatility in iron ore, pellet premium and hot-rolled coil prices as well as volatility in the performance of Cliffs end customer base. Additionally, the single commodity nature of the business and customer concentration is a limiting factor in the rating. The rating also considers the seasonality in the business profile and expectations for a weak first quarter in 2019 relative to the 2nd through 4th quarters in 2018. The execution risk on the construction and start-up of the HBI facility and lack of committed offtake is also considered in the rating although these appear manageable and the HBI produced will be competitive due to freight advantages over imported pig iron and other forms of iron units. The SGL-1 speculative grade liquidity rating is supported by good cash flow generation expected in 2018, approximately $803 million in cash at June 30, 2018 (includes proceeds from debt issuance in December 2017 to support capital requirements for construction of the HBI facility) and a $450 million ABL, which expires the earlier of February 28, 2023 or a date that is 60 days prior to the maturity of existing debt as defined in the ABL. The facility contains a 1:1 fixed charge coverage requirement should availability be less than the greater of 10% of the aggregate facility and $35 million. Given the level of receivables and inventory, the full commitment was not available and borrowing capacity at June 30, 2018 was $360.8 million, net of the letters of credit. With the repayment of the notes due in 2020, the next maturity is $125 million in 2021. The stable outlook reflects its expectation that Cliffs will continue to evidence acceptable earnings and debt protection and leverage metrics over the next twelve to eighteen months even if iron ore prices were to average in the $60/ton range and hot-rolled coil prices average around $700/ton. While leverage could spike at these levels in 2020 coming off the spending for the HBI facility, the company is expected to still maintain a robust liquidity position. Its price sensitivity range for seaborne iron ore is $45-$75/ton with a midpoint of $60/ton. Cliff's price realizations are based upon contract terms and include a premium for pellets. The outlook also assumes that conditions in the US steel industry will remain relatively comparable to those experienced in 2018 allowing for good volume performance for Cliffs. Capacity utilization in the US steel industry is expected to range between 75 - 80% while hot rolled coil prices are expected to average between $725 - $775/ton. End market demand conditions are expected to be comparable although automotive has come off its peak and is expected to be a bit softer albeit still solid. The Ba2 rating on the senior secured guaranteed notes, under Moody's Loss Given Default Methodology, reflects their superior position in the capital structure and significant level of unsecured debt beneath the notes. These notes have a 1st lien on substantially all the assets of Cliffs and the guarantors other than those securing the ABL, in which they have a 2nd lien. Moody's limited the up notching to two from the CFR due to the sizeable debt ahead of the notes and the weaker collateral quality relative to the ABL. The notes are guaranteed by substantially all domestic operating subsidiaries. The senior guaranteed unsecured notes (B1) are guaranteed by the same guarantors on the senior secured notes, which provides them a slightly more favorable position in the capital structure relative to the senior unsecured notes. The B3 rating on the senior unsecured notes reflects their junior position in the capital structure behind the senior secured guaranteed notes, the senior unsecured guaranteed unsecured notes, the ABL facility and priority payables. The ABL is primarily secured by receivables, inventory and certain equipment and has the same guarantees as the senior secured notes and senior guaranteed unsecured notes. Given the capital spending requirements over the next year or so for the HBI facility and execution and start-up risk, a further rating upgrade is likely to be more measured. Successful ramp of the HBI facility and committed offtake would be favorable considerations. Should the company be able to sustain EBIT/interest at 4x, debt/EBITDA of no more than 3x and (CFO-Dividends)/debt of at least 25%, positive rating momentum could develop. Should liquidity deteriorate beyond what is expected to be used to support the HBI investment, debt/EBITDA be sustained above 4x or (CFO-Dividends)/debt be sustained below 15%, the ratings could be downgraded. Headquartered in Cleveland, Ohio, Cleveland-Cliffs is the largest iron ore producer in North America with approximately 21.2 million equity tons of annual capacity. The reorganization plan for Wabush and Bloom Lake has been approved by the Canadian courts and this process is now concluded. The sale of its Asia Pacific assets was completed in August 2018. For the twelve months ending June 30, 2018 Cliffs had revenues of $2.4 billion. The principal methodology used in these ratings was Mining published in September 2018. COBRA WELL: Plan Exclusivity Period Extended Through Nov. 12 ------------------------------------------------------------ The Hon. Cathleen D. Parker of the U.S. Bankruptcy Court for the District of Wyoming, granted Cobra Well Testers, LLC, an extension of the exclusivity periods for Cobra Well to file a plan of reorganization and to obtain acceptance of its plan through and including to Nov. 12, 2018 and Jan. 26, 2019, respectively. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend the expiration of its exclusivity periods for 45 days, asserting its case presents several unique complexities given the underlying facts and circumstances that gave rise to the filing. As a result, additional time is needed to prepare adequate information so that creditors will be in a position to make an informed decision with respect to any proposed plan of reorganization. The Debtor represented that it has moved its case forward, and has already liquidated $300,000 of assets to generate proceeds to pay down the debt owed to ANB Bank. The Debtor, however, is still continuing its settlement negotiations with its two primary creditors, ANB Bank and the IRS, in connection with cash collateral, adequate protection, asset sale and relief from stay issues. The Debtor believed that the sale of assets and cash collateral issues, if completed on a consensual basis, will be critical in assisting the Debtor with formulating and determining the feasibility of any proposed plan of reorganization. The Debtor needed additional time to continue negotiations with these creditors prior to formulating the final terms of its plan of reorganization. The Debtor told the Court that it has been diligently working with its creditors, specifically, ANB Bank and the IRS, in an effort to reach consensual resolution of matters. The Debtor believed that some progress has been achieved and continued negotiations could result in settlement of the pending matters before the Court. About Cobra Well Testers Cobra Well Testers, LLC, provides high pressure well testing services to the oil and gas industry. It was established in 1999 to initially service the Muddy Ridge gas field in Western Wyoming. Since then, the company has expanded to complete work in multipleoil and gas basins throughout the Rockies. Cobra Well Testers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20449) on May 31, 2018. In the petition signed by Yavette Bailey, member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Cathleen D. Parker presides over the case. COLIMA BBQ: Trustee Selling All Business Assets to Kim for $250K ---------------------------------------------------------------- Timothy Yoo, the Chapter 11 trustee for Colima BBQ Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the bidding procedures in connection with the sale of all of the estate's rights in and to the business being operated as "Red Castle 1," located at 18751 E. Colima Rd., Rowland Heights, California, pursuant to the Business Purchase Agreement and Joint Escrow Instructions dated Sept. 17, 2018 and all addendums, amendments and related agreements thereto, between the Trustee and Jeong Hye Kim or assignee for $250,000, subject to overbid. The Business is being operated at the premises pursuant to a Commercial Lease Agreement between the Debtor and Seoul Colima, LLC (successor to Colima Park Investments, LLC). Pursuant to an order of the Court entered on Aug. 14, 2018, the Lease has been assumed by the Trustee. After investigating and operating all of these businesses, the Trustee has determined that going concern sales of these restaurants would be the best means of monetizing the highest value of these estates' assets for the benefit of their creditors. In that regard, the Trustee hired Coldwell Banker Commercial Wilshire Properties to assist the estate in marketing and listing the Business for sale. On Sept. 17, 2018, the Trustee, received his second offer of $250,000 from the Buyer. The Buyer also promptly delivered a cashier's check for the deposit of $10,000 and proof of funds to close. The offer from the Buyer to purchase the Estate's right, title and interest in and to the Lease and the Business, including the Estate's liquor license, all inventory, machinery, equipment, fixtures, furniture and other personal property situated at the Business, all in "as is, where is" condition, with no representation or warranty, but free and clear of all liens and interests, is an all-cash offer for the sum of $250,000. The Buyer has made a $10,000 deposit towards the Purchase Price, and the balance of the Purchase Price will be due at closing. There are no contingencies to the sale other than the entry of an order approving this Motion authorizing the sale of the Property free and clear of all liens and claims and the assignment of the Lease, and approval of the transfer of the Business liquor license from the Debtor to the Buyer (or winning overbidder) by the Alcohol and Beverage Control. The closing is to occur immediately upon approval of the transfer of the liquor license from the Debtor to the Buyer (or winning overbidder) by the ABC. Pursuant to the Motion, the Trustee asks authority to sell the Property to the Buyer, subject to overbid, and in accordance with the terms and conditions set forth in the BPA. The sale of the Property to the Buyer (or winning overbidder) will be free and clear of all liens or interests, with such liens or interests to attach to the proceeds of the sale. The Trustee also asks Court approval of the Overbid Procedures described in the Motion in connection with the proposed sale of the Property, which the Trustee believes will maximize the price ultimately obtained for the Property and still protect the Estate from parties who may wish to bid on the Property but who are ultimately unable to consummate a purchase of the Property. Since the Estate's interest in and to the Lease is a critical component of the proposed sale of the Property, pursuant to the Motion, the Trustee also asks the entry of a Court order approving the assignment of the Lease to the Buyer or a successful overbidder. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 12, 2018 at 12:00 p.m. (PT) b. Initial Bid: $255,000 c. Deposit: $10,000 d. Bid Increments: $5,000 The Court established July 31, 2018 as the bar date for creditors to file proofs of claim in the case. A review of the Court's Claim Register reveals that there are four creditors which assert security interests and liens upon the Property and timely filed proofs of claim. Each of these creditors, their respective proofs of claim, and their purported security interests and liens. The Trustee is not asking any authority in the Motion to disburse any of the sale proceeds at this time, and the liens and interests of those creditors asserting liens and interests in and to such proceeds will attach to such proceeds. The creditors are: a. Hana Small Business Lending, Inc. - Hana extended a secured loan to RH in the principal amount of $240,000 on or about Sept. 5, 2012 pursuant to a Business Loan Agreement, Note, Commercial Security Agreement and related agreements. b. Bank of Hope, successor to BBCN Bank: On Sept. 27, 2013, Bank of Hope provided a construction loan to Onesan, LLC and Onebada, as co-borrowers, in the original principal sum of $3,521,000. Park is the sole member of Onesan. The real estate owned by Onesan (which is now controlled by Elissa Miller as the Chapter 11 trustee of the Park bankruptcy estate) and the Bulgogi House restaurant operated by Onebada are currently listed for sale for $4.6 million (real estate), and $900,000 (restaurant), respectively. c. Quentin Meats: Quentin was a supplier of meats to the Debtor. Quentin recorded a UCC-1 financing statement that covers substantially all of the Debtor's assets with the California Secretary of State’s Office on March 24, 2017. d. Timberland Bank: Timberland filed a proof of claim (Claim 4-1) on May 9, 2018 asserting a total claim of $83,960, claiming that $10,000 is secured and the balance unsecured. It is the Trustee's belief that Hana, Bank of Hope, Quentin Meats, nor Timberland Bank do not have perfected or enforceable liens upon the estate's leasehold rights and liquor license; therefore, in connection with the continued investigation and objection to the allowance and/or payment of the secured claims asserted by these creditors, the estate reserves its rights fully to argue that the scope of their purported liens do not extend to the proceeds of these assets. To facilitate the most expeditious sale closing possible, the Trustee asks that the order granting the Motion be effective immediately upon entry by providing that the 14-day stay periods provided by Bankruptcy Rule 6004(h) and 6006(d) are waived. A hearing on the Motion is set for Oct. 17, 2018 at 10:00 a.m. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Colima_BBQ_132_Sales.pdf About Colima BBQ Colima BBQ, Inc., operates a Korean barbeque restaurant doing business as "Red Castle 1" located at 18751 E. Colima Road, Rowland Heights, California. Colima BBQ filed a voluntary petition under Chapter 7 of the Bankruptcy Code on Jan. 26, 2018. Following a hearing on April 6, 2018, the case was converted to one under Chapter 11 (Bankr. C.D. Cal. Case No. 18-10888). Timothy J. Yoo was appointed Chapter 11 trustee for the Debtor. The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his legal counsel. CONNEAUT LAKE PARK: Bankr. Court Dismisses Park Restoration's SAC ----------------------------------------------------------------- The adversary proceeding captioned ARK RESTORATION, LLC, Plaintiff, v. TRUSTEES OF CONNEAUT LAKE PARK, INC., Defendant, Adversary No. 18-1024-JAD (Bankr. W.D. Pa.) is the latest installment of an ongoing feud between Park Restoration, LLC and the Trustees of Conneaut Lake Park, Inc. Because the claims or causes of action asserted by Park Restoration fail as a matter of law, Bankruptcy Judge Jeffery A. Deller grants TCLP's motion to dismiss Park Restoration's Second Amended Complaint. In this adversary proceeding, Park Restoration is seeking to assert (by way of subrogation) a $478,260.75 secured tax claim against TCLP. Park Restoration is asserting its claim pursuant to 11 U.S.C. section 509 because such claims of the taxing authorities were previously paid during the pendency of the case from proceeds of a fire insurance policy obtained by Park Restoration. As averred by Park Restoration, Park Restoration is not the party liable for payment of the property taxes--as it is not the property owner.9 In fact, the record reflects that Erie Insurance (and not Park Restoration) became the party responsible for payment pursuant to the State Statute because the State Statute only requires payment from the insurance proceeds. Moreover, Park Restoration does not aver that (if the insurance proceeds were insufficient to satisfy the tax delinquency) Park Restoration would be personally liable for the deficiency. And, the Court does not find as much. As noted by both this Court and the Third Circuit, the State Statute creates an in rem interest versus an in personam liability which attaches to all fire insurance proceeds for the property. As it has been determined that Park Restoration did not have a vested property interest in the insurance proceeds remitted by Erie Insurance, Park Restoration's own personal property has not been used to satisfy the tax obligation nor does it appear that it would be so required in the event that the insurance proceeds failed to satisfy the Secured Tax Claims. Thus, Park Restoration appears to have no true co-liability for the taxes in its own sense. These circumstances are also fatal to Park Restoration's subrogation demands. As Park Restoration was neither a payor of, nor co-liable on, the Secured Tax Claims as contemplated by 11 U.S.C. section 509, Park Restoration has failed to state a claim upon which relief may be granted and dismissal of the Amended Complaint is warranted. A copy of the Court’'s Memorandum Opinion dated Sept. 28, 2018 is available at https://bit.ly/2A94PQW from Leagle.com. Park Restoration, LLC, Plaintiff, represented by John F. Mizner -- jfm@miznerfirm.com-- Mizner Law Firm. Trustees of Conneaut Lake Park, Inc., Defendant, represented by Jeanne S. Lofgren -- jlofgren@stonecipherlaw.com -- Stonecipher Law Firm. About Conneaut Lake Park Trustees of Conneaut Lake Park, Inc. is a Pennsylvania non-profit corporation organized in 1997 and having the corporate purpose, among other things, to preserve and maintain Conneaut Lake Park, a vintage amusement park located in Conneaut Lake, Pennsylvania, for historical, cultural, social and recreational, and civic purposes for the benefit of the community and the general public. It presently holds in trust for the use of the general public approximately 207 acres of land and the improvements thereon located in Crawford County, Pennsylvania. Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti. The Debtor estimated assets and debt of $1 million to $10 million. Trustees of Conneaut Lake Park filed for bankruptcy protection less than 20 hours before the Crawford County amusement park was scheduled to go to sheriff's sale for almost $930,000 in back taxes and related fees. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, in Pittsburgh, as counsel. Passport Realty, LLC was appointed by the Court as Broker on July 31, 2015. On Sept. 6, 2016, the Court entered a final order approving the Disclosure Statement and confirming the Reorganized Debtor's Joint Amended Plan of Reorganization. CONSIS INTERNATIONAL: Taps Weiss Serota as Legal Counsel -------------------------------------------------------- Consis International LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Weiss Serota Helfman Cole & Bierman, P.L., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's partners charge an hourly fee of $425. The hourly rates for associates range from $200 to $350. Aleida Martinez Molina, Esq., a partner at Weiss Serota, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Weiss Serota can be reached through: Aleida Martinez Molina, Esq. Weiss Serota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon #700 Coral Gables, FL 33134 Tel: 305-854-0800 Email: amartinez@wsh-law.com About Consis International Consis International LLC -- https://www.consisint.com/ -– provides computer systems design and related services. It was founded in August 1987 in Caracas, Venezuela. Consis International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-22233) on Oct. 2, 2018. In the petition signed by Oscar Carrera, manager, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge John K. Olson presides over the case. CONSOLIDATED MFG: Shelley Buying 2015 H&H Cargo Trailer for $3K --------------------------------------------------------------- Consolidated Manufacturing Enterprises, Inc., ask the U.S. Bankruptcy Court for the District of Wyoming to authorize the private sale of a 2015 H&H Cargo Trailer, 8x16' enclosed, VIN # 533TC1628FC41036, two wheel pull trailer, to Jeff Shelley for $3,000. The Debtor proposes to sell the enclosed trailer for which it has no real current use or need, for the price of $3,000 to an unrelated party, the Buyer. The sale will be free and clear of liens as there are no liens recorded on the Debtor's title for this over the road vehicle. The Debtor does not perceive any disadvantages to the estate as a result of the proposed sale. The estate may incur federal tax liability based upon the Debtor's basis but will still net significant proceeds. The terms of sale are all cash and no financing by the Debtor is required. It will incur no sales commission or other closing costs in connection with the transaction. It has not made, nor will he make, any representations or warranties regarding the condition of the property, its area, quality, or character. The Trustee will disclaim any express or implied warranties. The sale will take place on or after the expiration of the notice period. The objection deadline is Oct. 15, 2018. About Consolidated Manufacturing Enterprises Founded in 2002, Consolidated Manufacturing Enterprises, Inc. -- http://www.cmewy.com/-- offers welding, fabrication, oilfield and pipeline services to a variety of industrial, commercial, small and large businesses and individuals. It is headquartered in Wheatland, Wyoming. Consolidated Manufacturing Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20347) on April 30, 2018. In the petition signed by Elias J. Stone, president, the Debtor disclosed $3.11 million in assets and $1.93 million in liabilities. Judge Cathleen D. Parker presides over the case. COPPER CANYON: Case Summary & 17 Unsecured Creditors ---------------------------------------------------- Debtor: Copper Canyon Partners LLC 1117 L Street Modesto, CA 95354 Business Description: Copper Canyon Partners LLC is a contractor in Modesto, California. Chapter 11 Petition Date: October 11, 2018 Case No.: 18-51144 Court: United States Bankruptcy Court District of Nevada (Reno) Debtor's Counsel: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside DR, Ste 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@harrislawreno.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Phillip Kirk DeLaMare, DeLaMare Family Investments No. 1, L.P., managing member. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb18-51144.pdf List of Debtor's 17 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DeLaMare Family $303,791 Investments, No. 1, LP 1117 L Street Modesto, CA 95354 DeLaMARE Family $49,750 Investments, No. 1., LP DTOM, LLC $69,333 Hillard, Joan $42,014 Hoy Chrissinger Legal Services $218,781 KIMMEL VALLAS PC Jensen & Jensen $4,000 Johnson & Associates $200 K.R.K., LLC Litigation $0 Lewis and Roca, LLP Legal Services $20,419 Matthews, Barbara $69,595 Moore Law Group Legal Services $6,253 MVE, INC. $2,134,062 1117 L Street Modesto, CA 95354 MVE, INC $470,117 1117 L Street Modesto, CA 95354 Nakamura, Donna $139,233 Scott, Seth W. Litigation $0 Speer Family Investments No. 1, LP $373,333 611 Enslen Avenue Modesto, CA 95354 Wurth, Mary $297,077 214 W. 9th Street ONAGA, KS 66521 CPM HOLDINGS: Moody's Gives B3 Corp. Family Rating, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to CPM Holdings, Inc. (New). Concurrently, Moody's assigned a B2 rating to the senior secured first lien bank credit facilities and a Caa2 to the second lien term loan. The ratings outlook is stable. The new loans are being issued as a part of a transaction whereby American Securities LLC is acquiring CPM in a transaction valued at about $1.2 billion from Gilbert Global Equity Partners. In addition to a $515 million senior secured first lien term loan and a $225 million second lien term loan, American Securities LLC will also be financing the transaction with $490 million of equity. The transaction is expected to close in the fourth quarter. Assignments: Issuer: CPM Holdings, Inc. (New) Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Gtd Senior Secured First Lien Bank Credit Facility, Assigned B2 (LGD3) Gtd Senior Secured Second Lien Bank Credit Facility, Assigned Caa2 (LGD5) Outlook Actions: Issuer: CPM Holdings, Inc. (New) Outlook, Assigned Stable The ratings assigned are subject to receipt and review of final documentation. The following ratings remain unchanged and will be withdrawn upon closing of the transaction and the repayment in full of the existing bank credit facilities. Issuer: CPM Holdings, Inc. Corporate Family Rating of B2 Probability of Default Rating at B2-PD Senior secured first lien revolving credit facility at B1 (LGD3) Senior secured first lien term loan at B1 (LGD3) Senior secured second lien term loan at Caa1 (LGD5) Outlook, at Stable RATINGS RATIONALE CPM's B3 CFR is constrained by the elevated financial risk associated with the meaningful increase in leverage following the purchase by American Securities LLC. Pro forma for the acquisition, Moody's lease adjusted debt-to-EBITDA is 6.7x for the twelve months ended June 30, 2018. In addition, Moody's forecasts that debt-to-EBITDA will remain solidly above 6.0x for the next twelve to eighteen months. Under its previous owners, CPM had a history of acquisitions and debt financed dividends. While its ownership is changing, CPM will remain owned by a private equity firm, which Moody's believes contributes to CPM's elevated financial risk. The B3 CFR also reflects the high cyclical demand for new agriculture and food processing machinery which can result in significant peak-to-trough revenue and EBITDA declines depending on agriculture business conditions, the global macroeconomic environment and availability of equipment financing. However, CPM's credit profile benefits from its healthy EBITA margins of over 18% and its ability to generate healthy free cash flow given its low capital spending requirements of its light manufacturing and assembly focus. CPM's credit profile is also supported by its fairly sizable aftermarket spare parts and service business which represents almost 40% of EBITDA. In addition, it is Moody's view that in the event of a notable downturn, that CPM will proactively maintain good liquidity throughout the cycle. Lastly, Moody's views that the company's key end markets have favorable long term dynamics tied to global economic growth, an increasing middle class, and increasing consumption of meat products that will support demand for agricultural commodities. The stable outlook reflects Moody's forecast that debt-to-EBITDA will remain solidly above 6.0x for the next twelve to eighteen months given the substantial increase in debt levels as a part of the sale to American Securities LLC. It also reflects that CPM's good liquidity profile provides it the ability to withstand normal course changes in demand due to the cyclical nature of its end markets. Ratings could be upgraded should debt-to-EBITDA likely be sustained below 6.0x and EBITA-to-interest expense is sustained above 1.5x. An upgrade would also require financial policies supportive of credit metrics remaining at these levels or better and the maintenance of at least an adequate liquidity profile. Ratings could be downgrade should operating performance falter or debt levels increase for any reason such that it is likely that debt-to-EBITDA would be sustained above 7.25x or EBITA-to-interest expense approaches 1.0x. Any deterioration in liquidity including breakeven to negative free cash flow could also prompt a downgrade. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. CPM Holdings Inc. (New) provides process machinery and technology to various agricultural end markets including oilseed, animal feed, breakfast cereal and snack food, and biofuels. Following the transaction, CPM will be owned by American Securities LLC. Headquartered in Waterloo, Iowa, CPM generated about $526 million of revenue for the twelve months ended June 30, 2018. CPM HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on CPM Holdings Inc. to negative from stable and affirmed its 'B' issuer credit rating on the company. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed first-lien credit facilities, which will comprise a $50 million revolving credit facility (undrawn at close) and a $515 million first-lien term loan. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. "Additionally, we assigned our 'B-' issue-level rating and '5' recovery rating to the company's proposed $225 million second-lien term loan. The '5' recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 10%) in the event of a default. "The negative outlook reflects CPM's elevated leverage pro forma for its acquisition by American Securities and the potential that we will downgrade the company if its adjusted debt-to-EBITDA does not decline below 7x over the 12-18 months following the close of the acquisition. The company will issue $740 million of funded debt, or approximately 7.4x estimated 2018 adjusted EBITDA, following the close of the transaction. Based on our forecast, we believe that any meaningful deleveraging will come from voluntary debt reduction because we expect CPM's recent growth trends to decelerate over the next 12 months." The negative outlook reflects CPM's elevated leverage (7.4x estimated 2018 adjusted debt-to-EBITDA) pro forma for its acquisition by American Securities and the potential that we will downgrade the company if its credit metrics do not improve meaningfully over the 12-18 months following the close of the transaction. Although continued growth in animal protein consumption, particularly in China, and stable oil seed demand should support continued improvement in CPM's overall operating performance, S&P expects its leverage to remain around 7x. S&P said, "We could lower our ratings on CPM if weaker-than-expected demand or cost pressures cause its credit metrics to remain above 7x with no near-term prospects for improvement. This could occur if the company's sales volume declines by 200 basis points (bps) or its operating margins decrease by 100 bps from the assumptions in our base-case scenario. We could also lower our ratings if CPM pursues shareholder rewards or acquisitions that keep its credit metrics at current levels with no foreseeable improvement in the near future. "We could revise our outlook to stable if CPM's operating performance continues to improve and it reduces its debt beyond required amortization such that its adjusted debt-to-EBITDA falls below 7x on a sustained basis. This could occur if the company's sales volume and operating margins both increase by 100 bps above the assumptions in our base-case scenario. In addition, we would require the company and its financial sponsor to commit to maintain these improved metrics despite potential acquisitions and shareholder rewards." DAILY GAZETTE: Retains Greenway's to Auction Dry Fork Property -------------------------------------------------------------- Daily Gazette Co. ("DGC"), its affiliated debtors and the DIP ask authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to (i) retain Greenway's Real Estate & Auction, Inc. as auctioneer; and (ii) sell DGC's unimproved real property in Dry Fork District, Tucker County, West Virginia, which is commonly known as Tract No. 38 in Deer Ridge Section of Timberline Sub-Division, at auction. On March 12, 2018, the Court entered an Order (A) Authorizing the Sale of Substantially all of the Debtors' Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (B) Authorizing and Approving the Debtors' Performance Under the Asset Purchase Agreement, (C) Approving the Assumption and Assignment of Certain of the Debtors' Executory Contracts and Unexpired Leases Related Thereto, and (D) Granting Related Relief. But for the parcel of real estate that is the subject of the Motion, the Sale Order approved the sale of the Debtors' business and substantially all of their assets ("Operating Assets") to HD Media Company, LLC or its designee. On March 30, 2018, the Debtors and HD Media's designee, ETBN Group, LLC, closed on the sale of the Operating Assets. Since that time, the Debtors have been engaged in an orderly wind-down. The Operating Assets that were the subject of the Sale Order did not include the Timberline Real Estate. The Timberline Real Estate is encumbered by a lien in favor of the Pension Benefit Guaranty Corp. ("PBGC") in the amount of $1,627,808. The PBGC Lien is evidenced by certain Notices of Federal Lien under I.R.C. Sections 412(n) and/or 430(k) filed by the PBGC in July 2015, October 2015, February 2016, May 2016, and June 2016, copies of which are attached to the proof of claim filed by the PBGC against DGC, which was designated as Claim No. 10. The Timberline Real Estate represents the only remaining asset of the Debtors' estates. Moreover, the Debtors are not aware of any other liens, claims or encumbrances against the Timberline Real Estate. As part of their efforts to wind-down in an orderly fashion, the Debtors have elected to sell the Timberline Real Estate pursuant to an auction. In that regard, the Debtors have selected the Auctioneer to market and sell at auction the Timberline Real Estate. With locations in Covington, Virginia and Lewisburg, West Virginia, the Auctioneer has extensive experience marketing real estate and conducting auctions and is familiar with the Timberline Real Estate and the market in which it is located. Accordingly, the Debtors believe that Auctioneer is well-equipped to market and sell the Timberline Real Estate on DGC's behalf. The Debtors have consulted extensively with the Auctioneer and are informed and believe that a sale of the Timberline Real Estate pursuant to an auction will fetch the highest and best price within a reasonable time. Indeed, they're informed and believe that it would be impractical for them to merely list the Timberline Real Estate for sale with a broker and hope for a purchaser to emerge, as owners of similarly situated vacant parcels of real estate in the area have been unsuccessful in such sale efforts. Since the Timberline Real Estate is believed to be worth far less than the amount of the PBGC Lien, the PBGC has agreed to the Debtors' proposed sale, to release its lien upon closing, and to permit the sale proceeds to be used to pay for the costs of sale, including the Auctioneer's compensation described below and the Debtors' reasonable attorneys' fees and costs incurred in pursuing the Motion and selling the Timberline Real Estate. By the Motion, the Debtors ask the entry of an order: (a) authorizing them to (i) retain Auctioneer to market and sell the Timberline Real Estate pursuant to the terms and conditions of an Auction Listing Agreement dated as of Aug. 9, 2018 by and between DGC and Auctioneer, and (ii) pay Auctioneer its compensation described in the Auction Agreement without any further Court order; and (b) authorizing and approving (i) the sale of the Timberline Real Estate to the winning bidder at an auction free and clear of all liens, claims, encumbrances and interests, and (ii) the payment of net sale proceeds to the PBGC upon closing. To minimize the continuing costs of administering and preserving their estates and the Timberline Real Estate, the Debtors ask that the Court waives the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Listing Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Daily_Gazette_256_Sales.pdf The Auctioneer: GREENWAY'S REAL ESTATE & AUCTION, INC. 201 W. Locust St. Covington, VA 24426 Telephone: (540) 962-1155 Facsimile: (800) 420-1155 About Daily Gazette Company Headquartered in Charleston, West Virginia, Daily Gazette Company and its affiliates operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Charleston Gazette-Mail, as well as a related website, weekly publications, a saturation mail product and the following verticals: http://www.wvcarfinder.com/ http://www.wvrealestatefinder.com/ http://www.wvjobfinder.com/ http://www.gazettemailclassifieds.com/ Daily Gazette Company and certain of its affiliates sought for bankruptcy protection under Chapter 11 (Bankr. S.D. W.Va. Lead Case No. 18-20028) on Jan. 30, 2018. In the petition signed by Norman W. Shumate III, authorized signatory, Daily Gazette Company estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Daily Gazette Company 18-20028 Daily Gazette Holding Company, LLC 18-20029 Charleston Newspapers Holdings, L.P. 18-20030 Daily Gazette Publishing Company, LLC 18-20032 Charleston Newspapers 18-20033 G-M Properties, Inc. 18-20034 Judge Frank W. Volk is the case judge. The Debtors tapped Perkins Coie LLP, as lead counsel, and Supple Law Office, PLLC, as co-counsel. The Debtors hired Phil Murray and Dirks, Van Essen & Murray as consultant and broker. DAVIS PULPWOOD: Taps Galloway Wettermark as Legal Counsel --------------------------------------------------------- Davis Pulpwood Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Galloway, Wettermark & Rutens, LLP, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; prosecute actions to protect its interest; and provide other legal services related to its Chapter 11 case. Robert Galloway, Esq., is the primary attorney at Galloway Wettermark who will handling the case. Mr. Galloway and his firm do not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Robert M. Galloway, Esq. Galloway, Wettermark & Rutens, LLP 3263 Cottage Hill Road P.O. Box 16629 Mobile, AL 36616-0629 Tel: 251-476-4493 Email: bgalloway@gallowayllp.com About Davis Pulpwood Inc. Davis Pulpwood, Inc. is a privately-held company in Franklin, Alabama, in the lumber transportation business. Davis Pulpwood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 18-04004) on Oct. 2, 2018. The Debtor previously filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-01956) on May 25, 2017. In the petition signed by Diane T. Davis, vice-president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. DAWN ACQUISITIONS: Moody's Assigns B2 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service has assigned a first-time B2 corporate family rating and a B2-PD probability of default rating to Dawn Acquisitions LLC. Moody's has also assigned a B2 rating to the company's proposed $600 million senior secured 1st lien credit facility which consists of a $550 million 7-year term loan and a $50 million 5-year revolver. Dawn is a carve-out of the colocation business of AT&T Inc. (AT&T, Baa2 stable), which consists of a portfolio of owned and leased data centers and related critical infrastructure assets. The proceeds from the secured credit facility and new equity will be used to fund the acquisition of Dawn by Brookfield Infrastructure Fund III. The outlook is stable. Assignments: Issuer: Dawn Acquisitions LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 $50mm Gtd Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) $550mm Gtd Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Outlook, Stable RATINGS RATIONALE Dawn's B2 CFR reflects the strength of its geographically diversified data center footprint which provides retail colocation services to mostly enterprise customers attached to AT&T's global network. The rating also incorporates the company's stable base of contracted recurring revenue, favorable near-term US growth trends for colocation services, modest free cash flow generation until at least 2020 and reduced capital intensity early on due to existing underutilized capacity. With about 90% of its customers also utilizing AT&T's network services, Moody's believes Dawn's below industry average customer churn profile can likely be sustained initially given pervasive customer stickiness despite the absence of a dedicated sales force at this AT&T segment in recent years. These positive factors are offset by the company's small scale, concentrated customer profile, moderately high but increasing leverage in early years, execution risk related to the separation from AT&T, intensifying industry competition and the potential for higher capital intensity in the future. Moody's expects Dawn to have leverage around 5.6x (Moody's adjusted) at year end 2019. Moody's forecasts free cash flow to be in the mid-to-high single digit range during 2019 and 2020 due to modest capital spending but likely offset by potential dividend distributions. Moody's estimates that leverage will persist around 5.6x (Moody's adjusted) through year end 2020 until new sales force productivity drives capacity utilization higher. Moody's expects Dawn to have good liquidity over the next 12 months. Following the transaction close, Dawn is expect to have an undrawn $50 million revolving credit facility and $5 million cash on hand. For 2019, Moody's forecasts Dawn generating about $5 million of free cash flow after accounting for capital spending of about 11.5% of revenue and some potential dividend distributions. The revolver will contain a springing maximum first lien net leverage covenant to be tested when 35% or more of the revolver is outstanding at the end of each quarter. The cushion is expected to be set to at least 35% of last 12 months Consolidated Adjusted EBITDA as calculated by the new credit agreement. The ratings for debt instruments reflect both the probability of default of Dawn, to which Moody's rates a PDR of B2-PD, and individual loss given default assessments. The senior secured first lien credit facility is rated B2, in line with the B2 CFR given the lack of junior securities to provide loss absorption in the event of default. The senior secured first lien credit facility is guaranteed on a senior secured basis by Dawn Acquisitions LLC and all direct and indirect material domestic subsidiaries subject to certain exceptions to be agreed upon. The stable outlook reflects Moody's view that Dawn will successfully separate from AT&T and that leverage (Moody's adjusted) will remain relatively stable and sustained below 6x. The B2 rating could be upgraded if leverage was on track to fall below 5x (Moody's adjusted) and free cash flow was positive, both on a sustainable basis. The rating could be downgraded if liquidity deteriorates or if leverage is sustained above 6x. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. DAWN ACQUISITIONS: S&P Assigns 'B' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to U.S.-based Dawn Acquisitions LLC. The outlook is stable. S&P said, "At the same time, we assigned a 'BB-' issue-level rating and '1' recovery rating to the company's proposed senior secured first-lien credit facilities, which consist of a $50 million revolving credit facility maturing in 2023 and a $550 million term loan maturing in 2025. The '1' recovery rating indicates our expectation for substantial (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. "The rating on Dawn reflects our view of its smaller scale than that of rated real estate peers, the execution risks associated with the carve-out from AT&T, and its underperforming operating platform with low utilization rates and expected negative net operating income (NOI) over the next couple of years. However, we believe that positive tailwinds for data-center operators coupled with Dawn's footprint and a high credit quality customer base should allow it to improve operating performance gradually and expand organically in a debt-neutral manner over the next few years. "The stable outlook reflects our expectation that following close of the transaction, Dawn will increase utilization rates gradually across its portfolio. We believe that strong demand for colocation and a refocus of sales efforts on a stand-alone basis will allow the company to normalize operating performance and apply FFO to fund capex in a debt-neutral fashion. The stable outlook incorporates our expectation for debt to EBITDA to remain 5.5x-6.5x over the next couple of years. "We could raise our ratings if utilization rates improve to the sector average (about 85%) and its EBITDA base expands from NOI such that EBITDA margins are also comparable to key peers (about 50%). "We could lower the ratings if Dawn fails to attract new sales or does so at significantly below market rents, such that the cost structure constrains operating margin improvement. We estimate that gross margins in the low-30% area would add pressure on leverage metrics. At that point, we expect debt to EBITDA could approach 7.5x, which could lead to a lower rating." DAYTON SUPERIOR: Moody's Withdraws B3 CFR on Insufficient Info -------------------------------------------------------------- Moody's Investors Service withdrew all ratings of Dayton Superior Corporation, including the B3 Corporate Family Rating under review for downgrade. Moody's is unable to conclude its review and has decided to withdraw the ratings because of insufficient information to monitor the ratings, due to the issuer's decision to cease participation in the rating process. RATINGS RATIONALE Moody's has decided to withdraw the ratings because of inadequate information to monitor the ratings, due to the issuer's decision to cease participation in the rating process. The following ratings were withdrawn: Corporate Family Rating, B3 under review for downgrade Probability of Default Rating, B3-PD under review for downgrade Senior secured term loan, Caa1 (LGD4) under review for downgrade Outlook, Rating Under Review Dayton Superior, based in Miamisburg, Ohio is a leading North American manufacturer and distributor of metal accessories and forms used in concrete construction. The company's products are sold to non-residential construction end markets, including infrastructure, institutional, commercial and industrial segments. Oaktree Capital is the sponsor. DDC GROUP: Allowed Interim Use of Cash Collateral Until Dec. 31 --------------------------------------------------------------- The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized DDC Group, Inc. to further interim use of cash collateral. The Debtor may use cash collateral to the extent necessary to pay operating expenses between Sept. 11, 2018 and Dec. 31, 2018 as set forth in the Budget, subject to variance of up to 10% of any line item. All Lenders, including YesLender LLC will receive a replacement lien on all postpetition assets, other than avoiding power recoveries, to secure the diminution in value of their prepetition collateral. Post-petition liens will have the same validity and priority as prepetition liens. The Debtor will pay YesLender adequate protection payments in the amount of $3,000 on the first day of the month beginning October through December 2018. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb18-17029-119.pdf About DDC Group DDC Group, Inc., is a full-service general contractor in Los Angeles, California, specializing in expedited development service for restaurants & retailers. DDC Group filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-17029) on June 18, 2018. In the petition signed by Slava Borisov, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Sheri Bluebond. M Jonathan Hayes, Esq., of Simon Resnik Hayes LLP, is the Debtor's counsel. DEL MONTE: Bank Debt Trades at 8% Off ------------------------------------- Participations in a syndicated loan under which Del Monte Pacific Ltd. is a borrower traded in the secondary market at 91.83 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.66 percentage points from the previous week. Del Monte pays 325 basis points above LIBOR to borrow under the $710 million facility. The bank loan matures on February 18, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. DORIAN LPG: Will Hold Its Annual Meeting on December 4 ------------------------------------------------------ The Board of Directors of Dorian LPG Ltd. has scheduled the Company's 2018 Annual Meeting of Shareholders for Tuesday, Dec. 4, 2018. Holders of the Company's common stock at the close of business on Nov. 6, 2018, the record date, will be entitled to vote at the Meeting. About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers ("VLGCs"). Dorian LPG's fleet currently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA, London, United Kingdom and Athens, Greece. Dorian LPG reported a net loss of US$20.40 million for the year ended March 31, 2018, compared to a net loss of US$1.44 million for the year ended March 31, 2017. As of June 30, 2018, Dorian LPG had US$1.70 billion in total assets, US$761.83 million in total liabilities and US$939.31 million in total shareholders' equity. DRY ERASE DESIGNS: Taps Grier Furr as Legal Counsel --------------------------------------------------- Dry Erase Designs, LLC, received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Grier Furr & Crisp, PA, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation and implementation of a plan of reorganization; prosecute actions to protect its bankruptcy estate; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $295 to $550 for partners and from $295 to $360 for associates. Paraprofessionals charge $165 per hour. The attorneys who are likely to handle the case are: Joseph Grier, III Partner $550 A. Cotten Wright Partner $380 Michael Martinez Partner $295 Anna Gorman Associate $360 Grier Furr is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: A. Cotten Wright, Esq. Grier Furr & Crisp, PA 101 N. Tryon St., Suite 1240 Charlotte, NC 28246 Phone: 704-375-3720 E-mail: cwright@grierlaw.com About Dry Erase Designs Dry Erase Designs, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-31459) on Sept. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Laura T. Beyer presides over the case. DTI HOLDCO: Bank Debt Trades at 3% Off -------------------------------------- Participations in a syndicated loan under which DTI Holdco Inc. is a borrower traded in the secondary market at 97.13 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.73 percentage points from the previous week. DTI Holdco pays 475 basis points above LIBOR to borrow under the $1.18 billion facility. The bank loan matures on September 30, 2023. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. ELITE VINYL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Three affiliated companies that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Elite Vinyl Products, Inc. 18-08754 4908 64th Drive West Bradenton, FL 34210 Arrow Fence Systems, Inc. 18-08755 4908 64th Drive West Bradenton, FL 34210 Pelican Vinyl Products, LLC 18-08756 4908 64th Drive West Bradenton, FL 34210 Business Description: The Debtors are family-owned companies that manufactures fence accessories, vinyl components and wood fencing products. Chapter 11 Petition Date: October 12, 2018 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: 813-877-4669 Fax: 813-877-5543 E-mail: Buddy@TampaEsq.com All@tampaesq.com Assets and Liabilities: Estimated Estimated Assets Liabilities ----------- ----------- Elite Vinyl Products $243,910 $4,499,145 Arrow Fence Systems $224,551 $4,037,860 Pelican Vinyl Products $294,494 $5,288,774 The petitions were signed by Sean M. Murphy, president. A full-text copy of Elite Vinyl Products's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-08754.pdf A full-text copy of Arrow Fence Systems' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-08755.pdf A full-text copy of Pelican Vinyl Products' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-08756.pdf ENDO SURGICAL: Seeks Dec. 11 Exclusivity Period Extension --------------------------------------------------------- Endo Surgical Center of North Jersey, P.C., and William J. Focazio, MD, P.A. ask the U.S. Bankruptcy Court for the District of New Jersey for an extension of the deadline to exclusively file a plan of reorganization for an additional 60 days, until Dec. 11, 2018, and to solicit acceptance thereof for a period of 60 days thereafter, until Feb. 11, 2019. The Debtors submit that they are working on a potential plan of reorganization. Indeed, the Debtors has sought and obtained approval, on May 3, 2018, of that certain Settlement. Although the Debtors have made progress in connection with their reorganization efforts, additional time is required to prepare and finalize a plan of reorganization. The Debtors assert that cause exists to provide additional time for the Debtors to file a plan of reorganization on an exclusive basis. The Debtors submit that they are continuing to pursue possible offers of interest to purchase a non-debtor owned building which the funds will be utilized to fund a plan and interested parties to buy into the medical practice. Negotiations have been on-going but require additional time. The Debtors intend to use any additional time to take a breathing spell, complete their due diligence efforts, finalize negotiations with prospective purchasers and subsequently submit a viable, good faith plan of reorganization. Through this process, the Debtors will seek a result that will be fair, equitable, and transparent to all of its creditors. Therefore, the Debtors contend that they seeking extension of the exclusivity period for solely legitimate reasons. About Endo Surgical Center of North Jersey, P.C. Headquartered in Clifton, New Jersey, William Focazio, MD, PA, Endo Surgical Center of North Jersey, and Fenner Ave., LLC, are privately held companies that operate in the health care industry specializing in internal medicine and gastroenterology. William Focazio, MD, PA and its affiliates Endo Surgical Center of North Jersey and Fenner Ave., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752, 18-10753 and 18-10755, respectively) on Jan. 13, 2018. In the petitions signed by William Focazio, M.D., principal, William Focazio, MD, PA disclosed $1.130 million in total assets and $12.830 million in total liabilities; and Endo Surgical Center listed $1.17 million in total assets and $16.49 million in total liabilities. Judge Vincent F. Papalia presides over the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtors' counsel. ENRON CORP: Banks' Summary Ruling Bids vs Silvercreek Partly OK'd ----------------------------------------------------------------- Plaintiffs, a group of investment funds known as "Silvercreek," brought the action captioned SILVERCREEK MANAGEMENT, INC., et al., Plaintiffs, v. CITIGROUP, INC., et al., Defendants, No. 02-CV-8881 (JPO) (S.D.N.Y.) against Defendants, a set of financial institutions, for conduct relating to the issuance of debt securities by Enron Corporation. Plaintiffs assert claims under New York state tort law and under federal and Texas securities laws. Defendants Credit Suisse, Deutsche Bank, and Merrill Lynch each move for summary judgment. District Judge J. Paul Oetken granted the motions in part and denied it in part. Silvercreek brings claims of aiding and abetting fraud against all of the Defendants. The elements of an aiding-and-abetting-fraud claim brought under New York law are: (1) an underlying fraud; (2) the defendant's actual knowledge of the fraud; and (3) the defendant's substantial assistance to the fraud. Credit Suisse and Merrill Lynch maintain that there is no evidence that Silvercreek actually relied on Enron's financial statements prior to purchasing the Enron notes in October 2001. (Id.) Instead, Credit Suisse and Merrill Lynch assert that Plaintiffs purchased the Enron notes "based solely on [their] price." In denying the Defendants' motions on the reliance element of the Plaintiffs' underlying fraud claim against Enron, the Court emphasizes that its role on a motion for summary judgment is not to ask "whether . . . the evidence unmistakably favors ones side or the other but [only] whether a fair-minded jury could return a verdict for the plaintiff on the evidence presented." Here, in crediting as true the testimony of Plaintiffs' witnesses as to their investment strategy and assessment of Enron's financial stability during the key period of Oct. 18, 2001, through Oct. 26, 2001, the Court cannot now hold that no reasonable jury could find in Plaintiffs' favor, even under the clear and convincing standard. Accordingly, Defendants' motion for summary judgment on the reliance element of Plaintiffs' underlying fraud claim against Enron is denied. Silvercreek also brings claims against all three Defendants for aiding and abetting Enron's negligent misrepresentation in violation of New York state law. As the Court explained at the motion to dismiss stage, Plaintiffs may recover on a claim of aiding and abetting negligent misrepresentation if they can establish that "[1] Enron negligently breached its duty to disclose certain information in its securities prospectuses, and Defendants [2] knew and [3] substantially assisted Enron in doing so." As a threshold matter, Plaintiffs must establish all of the elements of the underlying tort, namely Enron's negligent misrepresentation. To do so, Plaintiffs must show that "(1) the parties stood in some special relationship imposing a duty of care on the defendant to render accurate information, (2) the defendant negligently provided incorrect information, and (3) the plaintiff reasonably relied upon the information given." Defendants cite clear law from both the Second Circuit and this District holding that no such special relationship exists between the issuer of a stock and the investing public for purposes of a negligent misrepresentation claim. For this reason, Plaintiffs cannot establish that Enron engaged in an actionable negligent misrepresentation as a matter of law, so the assignment of secondary liability to the Defendants must fail as well. Because there is no "special relationship" between Enron (the issuer of securities) and Plaintiffs (the purchasers of those securities) for purposes of establishing an underlying actionable negligent misrepresentation claim under New York law, the Court grants Defendants' motion for summary judgment as to Plaintiffs' claims for aiding and abetting negligent misrepresentation. Silvercreek brings a claim of conspiracy to commit fraud against all of the financial-institution Defendants. Each Defendant moves for summary judgment on Plaintiffs' conspiracy claims. "To establish a claim of civil conspiracy, plaintiff must demonstrate the underlying tort, plus the following four elements: (1) an agreement between two or more parties; (2) an overt act in furtherance of the agreement; (3) the parties' intentional participation in the furtherance of a common purpose or plan; and, (4) resulting damage or injury." The same evidence that was sufficient to preclude summary judgment on Plaintiffs' aiding-and-abetting-fraud claims also suffices for purposes of Plaintiffs' civil-conspiracy claims against Defendants. Just as there is sufficient evidence to permit a reasonable jury to find an underlying fraud by Enron, knowingly and substantially assisted by Defendants, so too could a reasonable jury find that Defendants knowingly agreed to further Enron's underlying fraud in conducting certain transactions. Accordingly, Defendants' motions for summary judgment on Plaintiffs' civil-conspiracy claims are denied. A copy of the Court's Order and Opinion dated Sept. 28, 2018 is available at https://bit.ly/2ROn7xt from Leagle.com. SilverCreek Management, Inc., SilverCreek Limited Partnership & SilverCreek II Limited, Plaintiffs, represented by Daniel A. Shmikler -- dshmikler@sperling-law.com -- Sperling & Slater, P.C., Elizabeth Laughlin -- elaughlin@sperling-law.com -- Sperling & Slater, P.C, pro hac vice, Eugene J. Frett , Sperling & Slater, P.C., H. Adam Prussin , Pomerantz, Haudek, Block, Grossman & Gross, L.L.P., Matthew H. Rice, Sperling & Slater, P.C., Stanley Merrill Grossman, Pomerantz LLP, Bruce S. Sperling, Sperling & Slater, Lyndon Mitchell Tretter, Wollmuth Maher & Deutsch LLP & Scott F. Hessell, Partner. About Enron Corp. Enron Corporation (former New York Stock Exchange ticker symbol ENE) was an American energy, commodities, and services company based in Houston, Texas. Before its collapse and bankruptcy in 2001, Enron employed approximately 20,000 staff and was one of the world's major electricity, natural gas, communications, and pulp and paper companies, with claimed revenues of nearly $111 billion during 2000. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001, following controversy over accounting procedures that caused its stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on Nov. 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre-bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. EPW LLC: Sale of All Assets at Auction Approved ----------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana authorized EPW, LLC's bidding procedures in connection with the sale of substantially all its machinery, equipment, materials, inventory, work-in-process, accounts receivable, customer deposits and all other property, tangible and intangible to VMW Tooling Group, LLC for $575,000, subject to overbid. The sale will be "as is, where is, with all faults," and free and clear of all liens, encumbrances, claims and interests attach.ing to the Sale proceeds. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. (ET) on Oct. 1, 2018 b. Initial Bid: In excess of $605,000 c. Deposit: $57,500 d. Auction: The Auction will be conducted at the offices of Hammerschmidt, Arnaral & Jonas 137 N. Michigan St., South Bend, Indiana, 46601, on Oct. 5, 2018, at 11:30 a.m. (ET). e. Bid Increments: Any successive bids must be submitted in minimum increments, which will be determined by the DIP at the beginning of the Auction. f. VMW Tool Group, LLC, as the stalking horse bidder for the Auction, is already a Qualifying Bidder Unless otherwise agreed to in writing by the parties, the closing Will occur no later than 15 days after entry of the order approving the sale of the Property to the Prevailing Bidder, in accordance with the terms of the Prevailing Bidder Sale Documents. The DIP will be under no obligation to pay commission to any agent or broker and all commissions, fees or expenses for agents are payable by the bidders and will not be deducted from the proceeds of the sale of the Property. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/EPW_LLC_45_Sales.pdf The Sale Order will constitute a final judgment and order. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014 or otherwise, the Sale Order will be immediately effective and enforceable upon its entry. About EPW, LLC EPW, LLC, is a privately held company engaged in the business of manufacturing electric lighting equipment. EPW, LLC, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 18-31460) on Aug. 10, 2018. In the petition signed by Douglas L. Lammon, president, the Debtor disclosed $838,157 in total assets and $1,302,073 in total liabilities. The case is assigned to Judge Harry C. Dees, Jr. Hammerschmidt, Amaral & Jonas, led by R. William Jonas, Jr., serves as counsel to the Debtor. EZE CASTLE: S&P Withdraws 'B' Issuer Credit Rating on Debt Payment ------------------------------------------------------------------ S&P Global Ratings withdrew all of its ratings on Eze Castle Software Inc. and its subsidiaries, including our 'B' issuer credit rating. The withdrawal follows the successful completion of SS&C's acquisition of Eze Castle and the redemption of Eze Castle's debt. FBJ REAL ESTATE: Andrews Buying Purcellville Property for $770K --------------------------------------------------------------- FBJ Real Estate, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of assets, consisting of six improved and unimproved parcels of property comprising approximately 85 acres located at Turneysville Road, Purcellville, Virginia Route 833, in Loudoun County, Virginia, other than in the ordinary course of business, to John A. Andrews, Trustee, for $770,000. These six parcels comprising the Property were conveyed to the Debtor by its mems. Parcel 1 is approximately 24 acres, Parcel 2 is approximately 56 acres, and Parcels 3 through 6 are an aggregate of approximately three acres. There are three houses listed over the six parcels comprising the Property. Parcel 1 of the Property is identified in the Loudoun County Land Records as PIN No. 507207129000. Parcel 2 of the Property is identified in the Loudoun County Land Records as PIN No. 507296794000. Parcels 3-6 of the Property are identified in the Loudoun County Land Records as PIN Nos. 472254991000, 472256080000, 472257269000, and 472255853000, respectively. The Property is subject to a conservation easement which was granted by the Debtor to the Northern Virginia Conservation Trust on Nov. 22, 2006. The Deed of Gift of Conservation Easement was filed in the Land Records of Loudoun County as Instrument Number 20061128-0098723. The Property is also subject to a stream mitigation easement effectuated by a Declaration of Restriction Covenants dated Dec. 3, 2007, which was recorded in the Land Records of Loudoun County as Instrument Number 20080107-0001093. The Debtor has paid the County of Loudoun in full. Based on the foregoing, the Debtor may transfer and sell the assets free and clear of all liens, including the liens of Summit Community Bank and any taxing authorities, claims, encumbrances, and other interests, with such liens, claims, encumbrances and other interests attaching to the sales proceeds. In a sound exercise of its business judgment, the Debtor has determined that the sale of the Property to the Buyer is in its best interests, its estates, and its creditors. Based on the foregoing, it respectfully submits that the Court should approve the proposed sale of the Property to the Buyer. The Debtor plans to sell the Property to the Buyer, pursuant to the Contract for $770,000. Its Debts as listed in the Plan are as follows (Total: $1,920,058): a. Class 1 Administrative Costs (Counsel, Accountant, U.S. Trustee) - $27,810.39 b. Class 2 Claims County of Loudoun - 10,000 c. Class 3 Internal Revenue Service - $25,073 d. Class 4 Summit Community Bank - $643,544 e. Class 5 Unsecured Creditors - $42,879 f. Class 6 The Business Bank - $674,000 g. Class 7 Insider Claims - $496,752 Of these creditors, only the following filed proofs of claim (Total: $713,264): a. Redmon Peyton & Braswell, LLP - $19,017 b. Internal Revenue Service - $25,073 c. Updegrove, Combs & McDaniel, PLC - $4,946 d. Summit Community Bank - $643,544 e. Yount, Hyde & Barbour, P.C. - $2,980 f. County of Loudoun, Virginia - $13,569 g. Warren R. Stein, P.C. - $4,002 h. Commonwealth of Virginia - $134 The Debtor anticipates to pay these creditors a total of $727,371 with the proceeds from the sale of the Property: a. U.S. Trustee - $5,850 b. Debtor's Counsel - $21,960 c. Redmon Peyton & Braswell, LLP - $19,017 d. Internal Revenue Service - $25,073 e. Updegrove, Combs & McDaniel, PLC - $4,946 f. Summit Community Bank - $643,544 g. Yount, Hyde & Barbour, P.C. - $2,980 h. Warren R. Stein, P.C. - $4,002 The amount remaining after disbursements is $42,629. The Debtor asks the Court that the provisions of Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d) will not apply to the Order approving the sale the Property and that the transactions contemplated may be consummated immediately following entry of the Order approving the sale of the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/FBJ_Real_141_Sales.pdf About FBJ Real Estate FBJ Real Estate, LLC, 12022 Meadowville Court, Herndon, VA 20170, sought Chapter 11 protection (Bankr. E.D. Va. Case No. 15-11737) on May 20, 2015. In the petition signed by Joseph L. Bane, Jr., co-managing member, the Debtors disclosed total assets at $4.2 million and total liabilities at $1.6 million. Judge Brian F. Kenney presides over the case. The Debtor tapped Frank Bredimus, Esq., at Law Office of Frank Bredimus as counsel. FINANCIALLY FIT: Proposes Dell Auction of Six Ogden Parcels ----------------------------------------------------------- Financially Fit Holding Corp., also known as Financially Fit Bank, and 24th & Washington, LLC, ask the U.S. Bankruptcy Court for the District of Utah to authorize the private sale of six parcels of real property located at 2404 Washington Boulevard, Ogden, Utah at auction. 24th is the beneficiary listed in a deed of trust filed of record as Entry No. 2797236 in the Weber County Recorder's office. Debtor Financially Fit is the trustor under the Trust Deed and is the current owner of six parcels of real property that are subject to the Trust Deed. The parcels included have the following Weber County parcel numbers: 01-022-0047; 01-022-0028; 01-022-0031; 01-022-0029; 01-022-0030; and 01-022-0010 ("Property"). The Property is located at 2404 Washington Boulevard, Ogden, Utah. The Trust Deed evidences 24th's perfected security interest in the Property. 24th sold the Property to the Debtor in June of 2016. It financed the sale through a promissory note and the Trust Deed. 24th is the only secured creditor in this proceeding. As of Aug. 7, 2018, the Debtor owed approximately $2,268,110 to 24th, plus costs and attorney fees. That amount has continued to increase over time. The Property is worth between $2.3 million on the low end and roughly $3.8 million on the high end. In the summer of 2017, prior to the petition being filed, Dell Nichols of Dell Nichols Commercial Real Estate, LLC, listed the Property for sale. Mr. Nichols identified multiple potential buyers for the Property prior to the filling of the petition. Around the same time that the real estate brokerage was retained, the Debtor defaulted under the Trust Deed and 24th initiated a non-judicial foreclosure. The Debtor filed the petition immediately prior to a scheduled foreclosure sale of the Property. 24th and the Debtor have stipulated to sell the Property at auction according to the terms in the Motion. The Debtor, who is in possession of the Property, will engage Dell Nichols to list and market the Property for public auction according to their Listing Agreement. The marketing will show the asking price as $3.8 million. An auction of the Property will be conducted within 60 days after the filing of the Motion according to these criteria: a. 24th will make a credit bid for the amount owed by Debtor to 24th at the time of the auction, including interest, attorney fees, and costs authorized under the agreement between the Debtor and 24th. b. The Property will be sold as-is and where-is with no representations by the Debtor, except that it has authority to transfer the Property with Court approval, and free and clear of interests. c. The sale will include a title insurance policy on the Property in favor of the buyer. d. An attorney from SEB Legal Attorneys at Law, LLC, will conduct the public auction. e. The auctioneer will accept the highest and best bid to purchase the Property and a backup bidder in case the highest and best bidder fails to close. f. What constitutes the highest and best bid will be determined in the discretion of the auctioneer. g. A non-credit bid will only be accepted if it is higher than the credit bid of 24th plus all unpaid real estate taxes and closing costs to transfer the Property, which will include a 6% real estate commission, title insurance costs which are estimated to be between $5,789 and $7,191, escrow cost which are estimated to be $575, recording costs which are estimated to be $125, and any other closing costs. h. The highest bidder will post a $100,000, non-refundable bid bond at the auction. If an offer is made prior to the auction for $3.3 million or higher, and the other terms of the offer are acceptable, the Debtor may accept the offer and close the sale without conducting the auction. The Closing of the sale will occur within 14 calendar days of the auction. The highest bidder will pay the remainder of their bid at that time. If the highest bidder fails to close the sale, the $100,000 bid bond will become part of the Debtor's bankruptcy estate and the back-up bidder will be given the opportunity to close within 14 calendar days. If no bids are made, except 24th's opening bid, then the Property will be transferred to 24th in exchange for all amounts owed by the Debtor to 24th. Following the close of the sale, the title company will disburse the costs of selling the property including a 6% real estate agent commission (which will include the costs of auction), title insurance and escrow costs, current and unpaid real estate taxes on the Property, and other costs associated with the sale of the Property. For the purpose of this motion, Net Sale Proceeds equals the gross sale proceeds less the costs of sale, the amount to discharge the debt owed to 24th, and taxes. The auctioneer will file a statement of the property sold, the name of each purchaser, and the price received for the Property. The statement will be filed with the Court and a copy transmitted to the United States trustee and the DIP. A copy of the Listing Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Financially_Fit_20_Sales.pdf About Financially Fit Holding Corp. a/k/a Financially Fit Bank Financially Fit Holding Corp. is a financial institution in Salt Lake City, Utah. Financially Fit Holding Corp., based in Salt Lake City, UT, filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-25493) on July 27, 2018. In the petition signed by Steven Down, president, the Debtor disclosed $3,000,000 in assets and $2,238,941 in liabilities. The Hon. Kimball R. Mosier presides over the case. Jeffrey C. Howe, Esq., serves as bankruptcy counsel. FINISAR CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB- ------------------------------------------------------------ Egan-Jones Ratings Company, on October 2, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Finisar Corporation to BB- from BB. Headquartered in Sunnyvale, California, Finisar Corporation is a manufacturer of optical communication components and subsystems. In 2008, Finisar merged with Optium Corporation. FORTERRA INC: Bank Debt Trades at 5% Off ---------------------------------------- Participations in a syndicated loan under which Forterra Incorporated is a borrower traded in the secondary market at 95.38 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.46 percentage points from the previous week. Forterra Incorporated pays 300 basis points above LIBOR to borrow under the $1.047 billion facility. The bank loan matures on October 25, 2023. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. FQ/LB LP: MG Interests Buying Six Willis Lots for $360K ------------------------------------------------------- FQ/LB L.P. asks approval from the U.S. Bankruptcy Court for the Southern District of Texas to sell six unimproved residential real property lots in the Lake Breeze subdivision in Montgomery County, Texas, with addresses of: (i) 10728 S. Lake Mist Lane, Willis, Texas 77318 (02/01/37); (ii) 10712 S. Lake Mist Lane, Willis, Texas 77318 (02/01/33); (iii) 10720 S. Lake Mist Lane, Willis, Texas 77318 (02/01/35); (iv) 10729 S. Lake Mist Lane, Willis, Texas 77318 (02/01/17); (v) 10736 S. Lake Mist Lane, Willis, Texas 77318 (02/01/39); and (v) 10740 S. Lake Mist Lane, Willis, Texas 77318 (02/01/40), to MG Interests for $360,000, payable $36,000 at closing and the delivery of the Purchaser' Promissory Note in the amount of $324,000, with monthly interest payments only of 5.25% for 60 months, with all unpaid interest, principal and other charges due upon the maturity of the Note. Objections, if any, must be filed within 21 calendar days of the date the Motion was served. The repayment of the Note will be secured by a Deed of Trust and Security Interest, retaining a vendor's lien on the Property and other customary terms applicable to a mortgage on real estate, as well as the personal guaranty of Karrie Yager, as the principals of the Purchaser. Karrie Yager is a chiropractor who practices at the Memorial Chiropractic Clinic, in which Mr. Christie, the President of the Debtor's General Partner, also practices. A copy of the contract and related addenda and amendment attached to the Motion is available for free at: http://bankrupt.com/misc/FQ-LB_LP_131_Sales.pdf The Debtor asks that the sale be made free and clear of certain liens, claims, interests and encumbrances, with the liens attaching to the sale proceeds and the Seller financing loan documents, which will be held pending further order of the Court. A judgment lien of Old Kentucky Farms, LP asserted to be in an amount of approximately $1.183 million encumbers the Property. In addition, the Debtor believes there is likely a tax lien for accrued, but otherwise current property taxes. Old Kentucky Farms has earlier agreed to have its lien attach to the proceeds of the sale of the Property, but if it objects or declines to consent, then its opposition to the sale on that ground should be overruled. From the sale proceeds, in accordance with the Contract, the Debtor asks that it be permitted to pay all of the Seller's ordinary and necessary costs and fees incident to the sale, including real estate brokers' commissions of not more than 5% and an owners' title policy the Debtor is required to provide under the Contract, prorated real estate taxes through the date of closing, and any ordinary and necessary costs and fees incident to the sale that the Seller is required to pay pursuant to the Contract. The Debtor asks that it be authorized to consummate the sale, including executing in its discretion any necessary and appropriate closing documents and the Loan Documents; and further asks that its estate receive the entire balance of the proceeds net of the foregoing the Seller's Costs, with all liens, claims, interests and encumbrances, including Old Kentucky Farms' judgment lien, attaching to the remaining balance of the proceeds (after the foregoing Seller's Costs have been paid) as well as to the Loan Documents. About FQ/LB L.P. Based in Conroe, Texas, FQ/LB L.P., a privately held company that operates in the land subdivision industry, filed voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-31895) on April 13, 2018, and is represented by Joseph G Epstein, Esq., and Shannon, Martin, Finkelstein, Alvarado & Dunne, P.C. The Debtors' special litigation counsel is Feldman & Feldman, P.C. At the time of filing, the Debtor estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. FR DIXIE: S&P Cuts ICR to 'D' on Missed Payments on Credit Facilty ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on FR Dixie Acquisition Corp. to 'D' from 'CCC'. At the same time, S&P lowered its issue-level ratings on the company's revolver and term loan to 'D' from 'CCC'. The recovery ratings remain '3', indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The downgrade reflects the recently missed interest and principal payments under the company's credit facility as the company has entered into a forbearance agreement with certain lenders. S&P views this as a general default and believe the company will likely elect not to meet its debt obligations with lenders while it seeks an agreement on a financial restructuring plan with them. FRONTIER COMMUNICATIONS: Bank Debt Trades at 2% Off --------------------------------------------------- Participations in a syndicated loan under which Frontier Communications Corporation is a borrower traded in the secondary market at 97.94 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.31 percentage points from the previous week. Frontier Communications pays 375 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on June 15, 2024. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. GATEWAY WIRELESS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Gateway Wireless LLC 138 Junction Drive Glen Carbon, IL 62034 Business Description: Gateway Wireless LLC is a privately held company in Glen Carbon, Illinois that operates in the telecommunications industry. Chapter 11 Petition Date: October 12, 2018 Case No.: 18-31491 Court: United States Bankruptcy Court Southern District of Illinois (East St Louis) Judge: Hon. Laura K. Grandy Debtor's Counsel: Spencer P. Desai, Esq. CARMODY MACDONALD P.C. 120 S. Central Ave, Suite 1800 St Louis, MO 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: spd@carmodymacdonald.com - and - Thomas Riske, Esq. CARMODY MACDONALD PC 120 S Central Ave, Suite 1800 St Louis, MO 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: thr@carmodymacdonald.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Ryan F. Walker, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ilsb18-31491.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Accel Capital LLC Business Assets $532,278 65 West 36th Street, 12th Floor New York, NY 10018 American Express Credit Card $368,511 PO Box 297879 Tampa, FL 33631 Arcarius LLC Business Assets $242,145 Argus Capital Business Assets $242,145 Funding, LLC Capital Merchant Business Assets $712,025 Services LLC 116 Nassau Street, 8th Floor New York, NY 10038 Capital One Credit Card $154,670 Chase Business Assets $395,412 P.O. Box 15298 Wilmington, DE 19850 Credibility Capital Business Assets $250,000 625 Broad Street Newark, NJ 07102 First State Community Bank Business Assets $1,159,000 1 Black Knight Drive Farmington, MO 63640 Fundation Business Assets $212,782 11501 Sunset Hills Rd, Suite 100 Reston, VA 20190 Funding Circle Business Assets $331,131 747 Front Street, 4th Floor San Francisco, CA 94111 Green Capital Business Assets $404,730 Funding LLC 116 Nassau Street, Suite 804 New York, NY 10038 GTR Source LLC Business Assets $1,290,628 c/o Issac Greenfield 333 Pearsall Ave., Suite 110 Cedarhurst, NY 11516 Influx Capital LLC Business Assets $350,254 32 Court Street, Suite 205 Brooklyn, NY 11201 Ingram Micro Mobility Telecommunication $1,000,000 3351 Michelson Drive, Suite 100 Equipment Irvine, CA 92612 Financing Libertas Funding LLC Business Assets $549,372 382 Greenwich Ave Suite 2 Second Floor Greenwich, CT 06830 Prime Business Accounts $284,809 2371 McDonald Ave Brooklyn, NY 11223 Queen Funding LLC Business Assets $335,000 2221 NE 164 Street Suite 1144 North Miami Beach, FL 33160 Saturn Funding LLC Business Assets $284,200 333 7th Ave New York, NY 10001 Wells Fargo Bank Credit Card $182,368 GI REVELATION: S&P Cuts Issuer Credit Rating to B-, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Washington, D.C.-based GI Revelation Acquisition LLC to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered the issue-level rating on the company's first-lien debt to 'B' from 'B+'. The recovery rating remains '2', indicating our expectation of substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default. "In addition, we lowered the issue-level rating on Consilio's second-lien term loan to 'CCC' from 'CCC+'. The recovery rating remains '6', indicating our expectation of negligible recovery (0%-10%; rounded estimate: 5%) in the event of a payment default." The downgrade reflects increased leverage at Consilio, following the company's announcement it plans to add $150 million of incremental first-lien debt to fund its $170 million acquisition of DiscoverReady. S&P said, "We expect the company's equity sponsor to contribute $20 million. We expect the company's pro forma leverage to increase above 8x following the transaction and at year-end 2018. While we expect leverage to decline to the mid-6x by 2019, the timing of the transaction--six months following the leveraged buyout (LBO) by GI Partners, at which time pro forma leverage increased to roughly 7x--reflects our expectation that the financial policy of the sponsor will remain aggressive." S&P said, "The stable outlook on Consilio reflects our expectation for low–single-digit percentage organic revenue growth and margin expansion over the next 12 months. We expect the company to successfully integrate DiscoverReady and achieve at least $20 million in cost synergies, resulting in adjusted leverage declining to the mid-6x area by year-end 2019 from above 8x at transaction close, and FOCF to debt in the low-single-digit percentages. "We could raise our ratings over the next 12 months if we expect adjusted debt to EBITDA leverage to be sustained below 7x and FOCF to debt in the mid-single-digit percent area. This would occur due to good organic revenue growth, realization of synergies, the company achieving efficiencies of scale, and improved operating leverage resulting in higher EBITDA margins. "We could lower our ratings over the next 12 months if weaker-than-expected operating performance results in FOCF deficits or we forecast that the company cannot service its debt in a timely manner. A downgrade would most likely result from integration issues, customer losses following the latest two acquisitions, unanticipated restructuring and synergy realization costs, or the deterioration of EBITDA margins through greater than expected competitive pressures." GOLDEN OIL: Exclusive Solicitation Period Extended to Dec. 10 ------------------------------------------------------------- The Hon. Eduardo V. Rodriquez of the U.S. Bankruptcy Court for the Southern District of Texas, at the behest of Golden Oil Holding Corporation, has extended the exclusivity period for the Debtor to solicit and obtain acceptance of its Combined Chapter 11 Plan and Disclosure Statement to Dec. 10, 2018. About Golden Oil Holding Corporation Golden Oil Holding Corporation is a privately held company in Houston, Texas in the oil and gas extraction business. The Company filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-31594) on March 30, 2018. In the petition signed by Ralph McElvenny, president and director, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Karen K. Brown. The Debtor is represented by Edward L. Rothberg, Esq., at Hoover Slovacek, LLP. GOLFTHERE CORP: Taps C. Taylor Crockett as Legal Counsel -------------------------------------------------------- GolfThere Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire C. Taylor Crockett P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Crockett charges an hourly fee of $375 for its services. It received a retainer in the sum of $14,350. The firm neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. Crockett can be reached through: C. Taylor Crockett, Esq. C. Taylor Crockett P.C. 2067 Columbiana Road Birmingham, AL 35216 Phone: 205-978-3550 About GolfThere Corporation A Chapter 7 involuntary petition was filed against GolfThere Corporation (Bankr. N.D. Ala. Case No. 18-03010) on July 24, 2018. The petitioning creditors are Oconee Golf Company LLC, Troon Golf LLC, Honours Golf - WGV LLC, Honours - Rock Creek Golf Course LLC, Honours - Peninsula Golf Club LLC, Honours Golf - Craft Farms LLC, Troon North Golf Club LLC, and Westin Operator LLC. The case was converted to one under Chapter 11. HARBOR FREIGHT: S&P Alters Outlook to Negative & Affirms 'BB-' ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook on Calabasas, Calif.-based Harbor Freight Tools USA Inc. (HFT) to negative from stable and affirmed the 'BB-' issuer credit rating on the company. S&P said, "At the same time, we affirmed our 'BB-' issue-level rating on HFT's $2.16 billion senior secured term loan due in 2023. The '3' recovery rating is unchanged and indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. We do not rate the company's $700 million asset-based lending (ABL) revolver due in 2021. "The outlook revision reflects our expectation for significant pressure on HFT's profit margin over the next few quarters from the most recently imposed U.S. tariffs, effective in early 2019, on certain imports from China. HFT sources about 80% its private label products from China, which the company can't easily source elsewhere in the near term. The negative outlook considers the uncertainty around the timing and magnitude of the impact of tariffs, which could be greater than we currently anticipate, and the potential for additional tariffs. "The negative outlook reflects the potential for a lower rating over the next 12 months, as we expect HFT's operating performance to come under pressure because of the impact of the recently imposed U.S. tariffs, effective in early 2019, on certain imports from China, where the company sources a majority of its private label products. The negative outlook takes into account the uncertainty around the full extent and timing of the impact of tariffs, as well as the company's ability to mitigate the impact on margin through sales price increases. "We could lower the rating if we expected leverage to remain over 4x either because the company continued to pursue an aggressive financial policy despite tariff impacts, or if tariffs reduced margins. This would occur if the company is unable to pass on the tariffs to customers in the form of higher prices, if performance is hurt by foreign currency exchange risks (primarily the Chinese renminbi), or if the U.S. government imposes additional tariffs on Chinese imports. Under this scenario, the adjusted EBITDA margin would decline in excess of 400 bps and contribute to leverage meeting our downgrade threshold. "We could revise the outlook back to stable if we expect adjusted debt to EBITDA to improve to the mid- to high-3x area on a sustained basis. This would likely be the result of some combination of sales price increases, favorable currency movements or smaller-than-anticipated impact from tariffs, which would give us confidence that any special returns of capital to shareholders could be managed under 4x." HD SUPPLY: Moody's Rates New Secured Term Loan Ba2, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to HD Supply, Inc.'s proposed senior secured term loan maturing 2023. Proceeds from this term loan will be used to repay the company's existing senior secured term loans maturing 2021 and 2023, at which time the Ba2 rating assigned to each of these credit facilities will be withdrawn, and to pay related fees and expenses. Moody's anticipates pricing to be slightly lower than the existing rate for each of the term loans. HDS's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, SGL-1 Speculative Grade Liquidity Rating, and Ba3 rating assigned to its senior unsecured notes due 2026 are not affected as well. Rating outlook is stable. The following ratings/assessments are affected by the action: Assignments: Issuer: HD Supply, Inc. Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3) RATINGS RATIONALE Moody's views the paying off of the company's term loan maturing in 2021 as a credit positive. Repaying this credit facility extends HDS's revolving credit facility expiration date to its stated date of 2022. The revolver is no longer constrained by its maturity date springing forward based on the term loan's outstanding amount at its 2021 maturity. HDS now has a very extended maturity profile without constraints; its revolving credit facility expires in 2022 followed by its term loan maturing in 2023. HD Supply, Inc.'s Ba2 Corporate Family Rating is not impacted by the repricing of its term loan. Modest interest savings will not materially affect key debt credit metrics over the next 12 to 18 months. Moody's projects revenues of about $6.2 billion by late 2019, resulting in interest coverage, measured as adjusted EBITA-to-interest expense, of 4.6x over its time horizon, and adjusted leverage of 2.6x by late 2019 as well. The Ba2 rating, same rating as HDS's Corporate Family Rating, assigned to its proposed senior secured term loan maturing in 2023 results from its effective subordination to company's revolving credit facility, but seniority in repayment to the company's senior unsecured notes. It has a first-lien on substantially all non-current assets, and a second-lien on assets securing company's revolving credit facility. Moody's believes residual value of second-lien collateral will be minimal in a distressed scenario. The term loans amortize 1% per year with a bullet payment in 2023. HDS's material domestic subsidiaries provide upstream guarantees. The term loan has no financial maintenance covenants. The principal methodology used in this rating was Distribution and Supply Chain Services Industry published in June 2018. HD Supply, Inc., headquartered in Atlanta, GA, is one of the largest North American industrial distributors of products and services for maintenance, repair and operations, and specialty construction. Annualized revenues approximate $6.0 billion. HOLLEY PURCHASER: Moody's Assigns B3 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned first time ratings for aftermarket engine products company Holley Purchaser, Inc., including a B3 Corporate Family Rating and a B3-PD Probability of Default Rating. Moody's also assigned B2 ratings to the proposed senior secured (first lien) bank credit facilities, including a $50 million revolver due 2023, a $380 million term loan due 2025 and a $20 million delayed draw term loan due 2025. A stable rating outlook was assigned. "Holley's initial leverage is high for the rating category and does not provide it with enough cushion to withstand a cyclical downturn," says Moody's analyst Inna Bodeck. "We also believe that the roll-up strategy using debt financing will impose additional risks absent substantial debt repayment." The proceeds from the first lien term loans along with a $145 million senior secured second lien term loan (unrated) and new cash equity will be used to complete the acquisition of Holley Performance Products by Sentinel Capital Partners. At the time of the acquisition, Sentinel intends to combine Holley Performance Products with Driven Performance Brands, an existing Sentinel portfolio company, which will form the borrower, Holley Purchaser, Inc. Issuer: Holley Purchaser, Inc. Assignments: Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD $50 million Gtd Senior Secured First Lien Revolving Credit Facility due 2023, Assigned B2 (LGD3) $380 million Gtd Senior Secured First Lien Term Loan due 2025, Assigned B2 (LGD3) $20 million Gtd Senior Secured First Lien Delayed Draw Term Loan due 2025, Assigned B2 (LGD3) Outlook Action: Outlook, Assigned Stable This is a newly initiated rating and this is Moody's first press release on this issuer. RATINGS RATIONALE The B3 CFR represents Holley's modest scale, limited track record operating as one company, discretionary nature of product offerings, exposure to cyclical end markets, high leverage and event risk under private equity ownership. These challenges are mitigated by Holley's good market position in the niche performance aftermarket engines products space, branded portfolio resulting in relatively high margins and the expectations of positive free cash flow generation of approximately $10 million. The company has been successful in its product development efforts and thus has experienced good organic growth over the past few years. However, Holley continues to rely on a slowly declining warehouse distribution channel. Given the company's interest in attracting younger customers, Moody's expects the company to be more focused on the growth of the on-line channel vis-a-vis its own website and other e-tailers. Moody's projects that the company's high debt-to-EBITDA financial leverage (6.1x LTM 6/30/2018 incorporating Moody's standard adjustments and pro forma for the transaction) will decline modestly to the high 5.0x over the next 12 months as the company continues to grow and realizes synergies from the combination of the two entities, although it is subject to an event risk under sponsor ownership. The stable rating outlook reflects Moody's expectation that the company successfully integrates both companies and that operating results as a combined company will improve modestly over the next 12 to 18 months and result in gradually improved credit metrics. Moody's also assumes the company will generate positive free cash flow. The ratings could experience upward pressure once the company successfully integrates the two businesses and maintains strong margins, a debt-to-EBITDA ratio below 5.0x and EBITA-to-Interest coverage above 2.0x. Moody's would also expect the company to maintain good liquidity profile throughout an industry cycle to consider an upgrade. A downgrade could occur if deteriorating operating results, debt financed acquisitions or shareholder dividends result in the debt-to-EBITDA ratio remaining above 6.0x or weaker free cash flow. A deterioration in overall liquidity could also result in a downgrade. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Holley Purchaser, Inc. designs and manufactures performance engine products for the enthusiast focused automotive aftermarket. The company's product offerings include electronic fuel injection and tuner systems, ignition controls, carburetors, superchargers, exhaust systems and other products designed to enhance the performance of the car. Pro forma revenue for the combined company was approximately $400 million for the 12 months ended June 2018. Sentinel Capital Partners will be the majority owner of Holley when the debt financing and acquisition are completed. HOLLEY PURCHASER: S&P Assigns 'B-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B-' issuer credit rating to Bowling Green, Ky.-based aftermarket auto supplier Holley Purchaser Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the company's proposed $50 million cash flow revolver and $400 million first-lien term loan, comprising a $380 million term loan and a $20 million delayed-draw facility. The '3' recovery rating indicates our expectation that debtholders would realize meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "Our ratings on Holley reflect the company's highly leveraged balance sheet and its niche position in the broader auto supplier market. Our ratings also account for the discretionary nature of Holley's products, which requires the company to successfully innovate and adapt to attract customers focused on auto performance products. "The stable outlook reflects our expectation that the company will continue to maintain EBITDA margins near current levels, allowing it to generate free cash flow. We expect the company will maintain its market share in its products lines, while using acquisitions to grow new product areas. "We could raise the rating on Holley if leverage falls below 6.5x and if the company maintains a ratio of free operating cash flow (FOCF) of at least 3%. This could be due to stronger margins from more direct-to-consumer sales or from greater synergy realization. Even if the company were to achieve these triggers, we would need Holley to develop a longer track record of operating at these improved levels before raising our rating. We would also have to be confident its private equity sponsor would not want to further increase leverage higher with acquisitions or dividends. "We could lower our rating on Holley if EBITDA margins fall 25% from current levels, causing its FOCF to become negative for multiple quarters and affect liquidity, or cause debt leverage to worsen from current levels such that we view it as unsustainable. This could occur because of quality issues or greater competition, leading to loss of share." HOSPITALITY INTEGRATED: Cash Collateral Stipulation Gets Final Nod ------------------------------------------------------------------ The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of Arizona has entered a final order approving Hospitality Integrated Services, Inc.'s Stipulation with Deck Capital, Inc. regarding the use of cash collateral, and Debtor's payments of $1,420.46 per week to On Deck per the terms of the Stipulation. A copy of the Order is available at http://bankrupt.com/misc/azb18-08776-50.pdf About Hospitality Integrated Services Hospitality Integrated Services, Inc., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 18-08776) on July 24, 2018. In the petition signed by Daniel Taft, Sr., president and CEO, the Debtor estimated assets and liabilities of at least $50,000. The Debtor is represented by Douglas B. Price, Esq., of the Law Offices of Douglas B. Price, P.C. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HUDSON RIVER TRADING: S&P Rates $348.5MM Term Loan Due 2025 'BB-' ----------------------------------------------------------------- S&P Global Ratings said that it assigned its 'BB-' issue-level rating on Hudson River Trading LLC's $348.5 million senior secured term loan B due 2025. This represents an approximately $50 million upsizing of the existing term loan that it is refinancing. While S&P expects the additional capital to support continued growth of the firm's trading operations, the upsizing has no impact on the issuer credit rating on Hudson River because it expects its risk-adjusted capital ratio to remain in line with the current ratings at above 11%. RATINGS LIST Hudson River Trading LLC Issuer Credit Rating BB-/Stable/-- New Rating Hudson River Trading LLC Senior Secured $348.5 mil term loan B due 2025 BB- HYLAND SOFTWARE: Moody's Affirms B2 CFR & Alters Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service affirmed Hyland Software, Inc.'s Corporate Family Rating and probability of default ratings at B2 and B2-PD respectively but revised its ratings outlook to negative after announcement of its proposed dividend recapitalization. Moody's also affirmed the B1 rating on its upsized first lien debt and the Caa1 rating on its upsized second lien debt. The new loans along with cash on the balance sheet will be used to finance a dividend of approximately $450 million to shareholders. The change in outlook to negative reflects the very high leverage as a result of the dividend while the company is still turning around the OneContent and Perceptive acquisitions. The affirmation of the B2 CFR is bolstered by Hyland's history of successfully de-leveraging after dividends and acquisitions. Overall organic growth rates have flattened as a result of the Perceptive and OneContent acquisitions. Revenues at the Perceptive and OneContent businesses were declining prior to their acquisition by Hyland in 2017 but are showing early signs of moderating. The outlook can return to stable if Hyland is able to return to overall organic growth and free cash flow to debt returns to 5% or greater levels. RATINGS RATIONALE Hyland's B2 Corporate Family Rating reflects its high leverage, acquisition appetite, and aggressive financial policy. The rating is supported by Hyland's leading niche CSP (Content Services Platform, formerly referred to as Enterprise Content Management) market positions and its well-regarded vertical market focused product offerings. Pro-forma for the upsized debt, Hyland's leverage is about 7.5x excluding certain one-time expenses (over 8.5x including those expenses). Hyland has the potential to drive leverage below 7x and free cash flow to debt to above 5% over the next 12-18 months if it can return to solid organic growth post the OneContent and Perceptive acquisitions. Liquidity is good based on an estimated cash balance of $50 million at close and an undrawn $100 million revolving credit facility as well as positive free cash flow. Hyland's estimated uses of liquidity includes annual first lien term loan amortization of 1% and mandatory debt repayment from excess cash flow. Moody's expects the company will have sufficient headroom under its springing covenants to utilize the revolver. Hyland's capital structure consist of a first lien revolver and term loan (both rated B1) and a second lien term loan (rated Caa1), with each rating reflecting the debt position in the capital structure relative to the B2 corporate family rating. The negative outlook reflects the continued challenges the company faces in stabilizing revenues at the Perceptive and OneContent businesses and returning to 5% free cash flow to debt levels. Given Hyland's high financial risk tolerance under financial sponsor ownership, a ratings upgrade is not expected in the near term. However, Hyland's ratings could be upgraded over time if it demonstrates a meaningful increase in profits and operating cash flow and if Moody's believes that the company will maintain leverage below 5.0x. The ratings could be downgraded if Hyland's operating performance deteriorates or if leverage is expected to remain above 7.5x or its FCF below 5% on other than a temporary basis. Outlook Actions: Issuer: Hyland Software, Inc. Outlook, Changed to Negative from Stable Affirmations: Issuer: Hyland Software, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured 2nd Lien Term Loan Affirmed Caa1 (LGD5 from LGD6) Senior Secured 1st Lien Revolving Credit Facility Affirmed B1 (LGD3) Senior Secured 1st Lien Term Loan Affirmed B1 (LGD3) The principal methodology used in these ratings was Software Industry published in August 2018. Headquartered in Westlake, OH, Hyland Software, Inc. provides CSP software that combines document management, business process management and records management solutions. Moody's expects Hyland to generate over $700 million in revenue in 2018. Funds affiliated to private equity firm Thoma Bravo own a majority common equity interest in Hyland. HYLAND SOFTWARE: S&P Lowers ICR to 'B-', Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Westlake, Ohio-based Hyland Software Inc. to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien secured debt to 'B-' from 'B'. The '3' recovery rating remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a payment default. "We also lowered our issue-level rating on the company's second-lien secured debt to 'CCC' from 'CCC+'. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 5%) in the event of a payment default." The downgrade reflects Hyland's pro forma leverage for the distribution--which was above our downside trigger for the rating--its aggressive financial policy, and the uncertainty over its multi-year growth prospects, which could slow the pace of its deleveraging. S&P said, "The stable outlook on Hyland reflects our expectation that the company's leverage will remain above 7x over the next 12 months. Even if the company reduces its leverage below 7x after the next 12 months, we do not believe it will sustain this reduced level of leverage because it will likely undertake further debt-financed dividends or acquisitions. The outlook also reflects our belief that the company will complete its integration of Perceptive and OneContent by the end of 2018 with minimal customer attrition. "We could lower our rating on Hyland over the next 12 months if its performance worsens such that its free operating cash flow becomes breakeven or turns negative. Under such a scenario, we anticipate that the company would rely on its revolver to fund its liquidity needs. Increased competition or a lack of innovation in the company's flagship OnBase software product could also cause its liquidity to deteriorate. "We could raise our rating on Hyland if we expect the company to sustain leverage of less than 7x and a free operating cash flow-to-debt ratio of more than 5%. This could occur if the company experiences better-than-expected revenue growth or if we no longer expect it to undertake large debt-financed acquisitions or dividends." HYLAS YACHTS: OIG, LLC Buying Vessel Molds for $156K ---------------------------------------------------- Hylas Yachts, Inc., asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of (i) a 56-foot sailing vessel mold, and (ii) a powerboat mold set to OIG, LLC, for $156,000. The Debtor is/was the United States distributor for Hylas Yachts, which is a trade brand owned by Queen Long Marine Co. Ltd, ("QLM"), a Taiwan based vessel manufacturer. These yachts are a robust ocean going personal sailing yacht, which over the years of their production have earned a reputation for being sturdy well manufactured boats, which regularly withstand the rigors of ocean passages. The Debtor, the U.S. distributor of Hylas Yachts, at a point in the late 1990s became a partner on the molds produced which were then used to manufacture the various Hylas Yachts. Essentially, HYI assumed this partnership in the form of a 50% ownership of the molds with participation in the cost ot creating the molds. Currently there exist (i) a 70-foot sailing vessel Mold, (ii) a 63 foot sailing vessel Mold, (iii) a 56-foot sailing vessel mold, and (iv) a powerboat mold set. The ownership of the sailing vessel molds has been the subject of a dispute by and between HYI and QLM. That dispute was resolved in a Settlement Agreement. The Settlement Agreement is the subject of a 9019 motion to approve the settlement terms, which has been filed contemporaneously with the Motion. In the Settlement Agreement HYI is left with full ownership of the 56-foot Sailing Vessel molds and the Power boat molds. The Debtor has not operated for a little under 2 years and in its current state of financial distress is unlikely to operate ever again. Moreover, the molds which are in the far east continue to incur storage fees and without being utilize, they continue to deteriorate and will quickly fall into disprepair rendering them not only useless but a burden to dispose of them, as they are large items weighing in at severl tons each. The Debtor now asks to sell ownership of the 56-foot Sailing Vessel mold and the power boatmold to OIG. OIG is a new company made up of investors from the Maryland area that are among other things Hylas Yacht enthusiasts, which have determined to continue the production og the 56 foot vessel under a new trade name. OIG's ownership does not include any of the Jachney family or any other person whom has owned or operated HYI. The principles of OIG are there for at arms length with HYI, although they are not without some knowledge of the situation that HYI finds itself in. William Reynolds, the main financial partner in OIG has previously loaned HYI operating funds and is the principle source of the funding for the settlement that HYI has agreed to, shipping costs of over $41,000 and direct payment to QLM of $80,000, with QLM. In fact it is these funds that OIG wishes to apply to the purchase of the various molds owned by HYI, assuming the Court were to approve nunc pro tunc, the settlement with QLM. HYI desires to sell to OIG the 56-Foot Sailing Vessel molds and the Powerboat Molds. The total value to be received by HYI's purposed sale is $25,000 in legal fees, which is the amount paid to RLC, PA the undersigned counsel for HYI, the full shipping costs of moving the molds from QLM to a new facility, approximately $41,000; $80,000 which will be paid to QLM; 18,500 which QLM will pay to its creditor, the Annapolis Boat Show, to satisfy one of the Debtor's outstanding obligations; and $10,000 to be paid to the estate and preserved solely for claims against the estate. This equates to $156,000 of direct value in return for the ownership of the molds as described. With the approval of this sale, HYI will have no further hard assets. Given this fact estate administration will be extremely efficient and without further substantial cost. Moreover the sale will bring a substantial amount of funding into HYI, i.e. $10,000 which will be preserved for claims against the estate. Given the state of affairs of the Debtor, its financial hardships, its lack of ability to preserve the assets of the estate, the Debtor believes that the sale as proposed is in the best interests of the estate and its creditors. Contemporaneously with the Motion, the counsel for the Debtor has served a notice of the proposed Settlement Agreement and the Compromise contemplated herein to all creditors and other parties in interest in this case in accordance with Bankruptcy Rule 2003. Objections, if any, must be filed within 21 days from the date the Motion was served. About Hylas Yachts Hylas Yachts Inc. is a boat dealer in Marblehead, Massachusetts. Hylas Yachts builds and sells offshore cruising and sailing yachts 46 feet to 66 feet in length. The company was established in 1971 and incorporated in 1998. Hylas Yachts Inc., based in Marblehead, MA, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-21882) on Sept. 7, 2018. In the petition signed by Kyle Jachney, vice president, the Debtor disclosed $2,780,001 in assets and $2,104,018 in liabilities. The Hon. David E. Rice presides over the case. Tate M. Russack, Esq., at RLC Lawyers & Consultants, serves as bankruptcy counsel. IMMACULATA UNIVERSITY: Fitch Affirms BB Rating on $38.4MM Bonds --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following Chester County Health and Educational Facilities Authority (PA) revenue bonds, issued on behalf of Immaculata University (Immaculata, the university): -- $38.4 million series 2017. The Rating Outlook is Stable. SECURITY The series 2017 bonds are secured by a lien and security interest in the pledged revenues of Immaculata. KEY RATING DRIVERS PRESSURED ENROLLMENT, OPERATIONS: Immaculata's operating performance has been pressured by declining enrollment since 2015, resulting in GAAP-based operating losses of over 9% in fiscal years 2017 and 2018 (unaudited); down from breakeven in fiscal 2014. Tightened expenses are expected to narrow the loss in fiscal 2019, despite missing enrollment targets for the second year in a row. STRATEGIC TRANSITION UNDERWAY: Since 2017, new leadership has been implementing a strategic plan to reset tuition, improve marketing, and refocus programming to stabilize and grow enrollment. The tuition reset and marketing efforts were implemented on schedule; however, program repositioning intended to attract and retain more students has been slower than originally expected and is now not expected to yield results until fiscal 2020. STEADY LIQUIDITY: Immaculata's available funds (AF; defined as cash and investments net of permanently restricted net assets) ratios remain relatively steady despite continued operating pressure, and compare well for the rating level with approximately 33% AF to operating expense and 34% AF to debt. Immaculata retains an additional $8.8 million in permanently restricted funds (unaudited fiscal 2018). MANAGEABLE DEBT BURDEN: Immaculata's debt burden is moderate and the university's debt structure is conservative, made up almost entirely of the series 2017 fixed rate bonds, which have fairly level debt service. Further, no additional debt is planned and Immaculata has no pension exposure. RATING SENSITIVITIES EXECUTION OF STRATEGIC EFFORTS: The current rating reflects Fitch's expectation of successful execution of leadership efforts to grow enrollment, manage expenses, bringing Immaculata University to breakeven over the next 12-24 months. Downward rating pressure is possible should Immaculata's strategic efforts fail to improve enrollment at levels which narrow its operating losses by fiscal 2020. CREDIT PROFILE Located in Chester County, 20 miles west of Philadelphia, Immaculata University is a Catholic comprehensive, coeducational institution of higher learning. The school was founded in 1920 in Malvern by the Sisters, Servants of the Immaculate Heart of Mary in 1920. It was the first Catholic women's college established in the Philadelphia area and has since expanded coeducational programs at all levels. During its nearly 100 year history the university has produced approximately 22,000 alumni worldwide and currently has about 2,500 students enrolled in 53 undergraduate majors, seven master's degree programs, three doctoral degree programs, and over 40 additional professional endorsement, certificate and certification programs. OPERATING PROFILE Immaculata's profile is characteristic of a relatively small private institution, operating in the competitive broader Philadelphia market. In recent years, Immaculata has experienced enrollment pressure, due in some part to its competitive position in an active market. From fiscals 2015-2018 fall FTE enrollment declined about 23%, mirrored by a decline in net tuition and fees of 20% over the same timeframe. As such, Immaculata has operated at a loss since fiscal 2015. Despite recent trends, the university's performance has yet to materially affect liquidity, with available funds remaining largely steady against operating expenses at about 33% in fiscal 2018. Its investment mix is relatively moderate, made up entirely of equities and money market funds with no level III assets. Immaculata's total endowment has grown from about $16 million in fiscal 2013 to nearly $20 million in fiscal 2018. STRATEGIC EFFORTS Immaculata has been undertaking a meaningful shift in its strategy since early fiscal 2017, including a right-sizing of its operating expense base (which included layoffs), an evaluation of current and future programmatic offerings, a tuition reset to bring it more in line with competing institutions, and an overhaul of its marketing and public relations efforts. These initiatives have had mixed results to date. Expenses decreased in fiscal 2018, though not to the extent originally planned, and enrollment growth efforts have lagged. The 'BB' rating reflects the risk of execution. For fall 2018, enrollment has declined in what management had planned to be a year of stabilization or modest growth. Management reports that a large part of the decrease is due to the slow implementation of newer allied health programs, which competing institutions offer. Efforts to attract and retain this student group are expected to gain traction by fiscal 2020. The fall 2018 unofficial headcount is about 2,400, including adult learning enrollees, approximately 200 students shy of expectations. DEBT PROFILE Immaculata has $38 million in fixed rate debt outstanding, made up entirely of the series 2017 refunding bonds with a cash funded debt service reserve fund. Maximum annual debt service is estimated at $2.4 million, occurring in 2023, and debt service is largely level. Immaculata's pension obligations are limited to a defined contribution pension plan. Fitch calculated a thin 1.0x current debt service coverage for fiscal 2018. Immaculata reported 2.8x debt service coverage per its covenant for fiscal 2018, which is unaudited. This is well -above the required 1.1x covenant test, which increases to 1.2x in fiscal 2019. The substantially higher coverage based on the covenant calculation is from the recognition of non-operating activities, which Fitch does not count towards funds available for debt service. DISCLOSURE Immaculata will provide annual disclosure within 150 days of fiscal year end, to the Municipal Securities Rulemaking Board's EMMA system. Disclosure to Fitch has been timely, with good access to management. INPIXON: Chicago Ventures Reports 9.99% Stake as of Oct. 11 ----------------------------------------------------------- Chicago Venture Partners, LP, Chicago Venture Management, LLC, CVM, Inc., and John M. Fife disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Oct. 11, 2018, they beneficially owned 5,691,293 shares of common stock of Inpixon, which constitutes 9.99 percent based on 56,941,358 shares of issued and outstanding common stock as reported on Issuer's Form 8-K filed with the Securities and Exchange Commission on Oct. 5, 2018. A full-text copy of the regulatory filing is available for free at: https://is.gd/FUgqYV About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of June 30, 2018, Inpixon had $24.89 million in total assets, $22.27 million in total liabilities and $2.61 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Nasdaq Noncompliance Inpixon received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on May 17, 2018, indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days beginning on April 5, 2018 and ending on May 16, 2018, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until Nov. 13, 2018, in which to regain compliance. INVESTMENT ENERGY: Fitch Assigns BB- LT IDRs, Outlook Stable ------------------------------------------------------------ Fitch Ratings has assigned first-time 'BB-' Long-Term Foreign and Local Currency Issuer Default Ratings to Investment Energy Resources Limited. Fitch has also assigned a 'BB-(EXP)' rating to IERL's proposed senior unsecured notes. The Rating Outlook is Stable. IERL's ratings reflect its strong business profile characterized by long-term USD-denominated contracts and a modest cost structure. The ratings are pressured by the company's exposure to the weak operating environments of Nicaragua (B/Negative Outlook) and Honduras. Fitch's assessment of transfer and convertibility risk for these countries is consistent with the 'B' level, which IERL offsets with its diverse geographic footprint and insurance from the World Bank's Multilateral Investment Guarantee Agency on some of its generation companies (GenCos). IERL's proposed issuance will include a contingent guarantee from a sister hydroelectric GenCo, Renace S.A. The assigned ratings do not consider any cash flow contribution from or assets of that entity, although the combined risk profile of IERL and Renace would be consistent with the 'BB' category. KEY RATING DRIVERS Stable Cash Flows from Dollar-Denominated Contracts: IERL's GenCos operate under USD-denominated contracts with an average life of more than 16 years. Customers under the contracts are obligated to purchase 100% of generation. In Honduras and Nicaragua, the IERL has insurance from the World Bank's Multilateral Investment Guarantee Agency (MIGA). This insurance protects against transfer and convertibility risk, civil disruption, and expropriation. In the case of IERL's Honduran contracts the MIGA guarantees further protect against breach of contract. The current value of these policies in aggregate is around USD140 million, with an additional USD15 million available under standby amounts. Historically, the World Bank's participation in negotiating with the counterparty has obviated the need to execute the insurance policy. Although Renace has some exposure to the spot market, it is also highly contracted, with contracts for approximately 64% of its firm capacity. Adequate Leverage, Tight Liquidity: IERL's leverage between 4.5x and 5.0x through Fitch's rating horizon is consistent with the 'BB' category and compares favorably to similarly rated peers. IERL's coverage ratios, on the other hand, are significantly weaker than peers, averaging around 2.5x through the rating horizon. If Renace is added to the structure, it would likely be viewed as marginally credit positive and with a neutral rating impact. The combination of the two entities would result in slight deterioration in metrics but would improve overall geographic risk profile. Under Fitch's model, which uses a blend of P90 and P75 scenarios, the combined coverage would still remain at or below 3.0x through the medium term, which is low for the 'BB' category. This is offset by both IERL's moderate leverage and its manageable operating costs. Geographic Diversification Reduces Country Risk: IERL's rating is supported by a broad geographic footprint throughout Central America, with 394MW of installed capacity across three countries: Honduras, Nicaragua, (B/Negative Outlook) and Costa Rica (BB/Negative Outlook). Additionally, its sister company Renace S.A., which would provide a contingent guarantee on the proposed issuance, has 246MW of installed hydroelectric capacity in Guatemala (BB/Stable), and is in the process of adding a further 55MW of capacity to Renace. The diversity of cash flows partially offsets the company's exposure to the weak operating environments of Honduras and Nicaragua, which pressures company's foreign currency rating and increases business risk. Conservative Cost Structure: Under Fitch's projections, IERL's modest operating costs are expected to result in gross margins of around 50%. Additionally, the shareholder's organizational strategy ringfences greenfield expansions from fully operational GenCos, resulting in a high degree of predictability on capex and limited investment requirements for IERL. This expansion strategy would focus on developing wind, solar, and hydro assets outside of IERL's structure, and folding them into it only after GenCos initiate commercial operations. Certain GenCos in IERL's portfolio have experienced capacity factor variations of up to 15% during the last three years. In view of this potential top line volatility, its limited capital costs and stable operating expenses provide important mitigation to inherent climatological risk for any given asset. Strong Shareholder: Although the assessment under Fitch's Parent Subsidiary Linkage Criteria does not result in an explicit notching uplift to IERL, Fitch views positively the strength of the company's owner Corporacion Multi Inversiones (CMI). CMI is a family-owned multinational conglomerate with operations throughout Central America, the Caribbean, and the U.S.. Its operations include agribusiness, restaurants (including the global chain Pollo Campero), real estate, electricity generation, finance, and telecom. CMI's ongoing commitment to growing its energy holdings supports IERL's underlying credit quality. Fitch considers IERL's recent committed credit facility with Foreign Commerce Bank, a 100% owned subsidiary of CMI, as a further example of CMI's implicit support of IERL. DERIVATION SUMMARY IERL's deleveraging trajectory of below 5.0x within the rating horizon puts it comfortably within the 'BB' rating category, while its projected coverage (consistently below 3.0x under Fitch's base case) is more in line with the 'B' category. By comparison, regional peers tend to exhibit weaker or comparable leverage, but significantly stronger coverage ratios. Orazul Energy Peru S.A.'s (BB/Stable) leverage is projected to be at or above 5.0x through the rating horizon, with coverage above 6.0x. Fenix Power Peru S.A.'s credit metrics are considered in line with a 'BB' before receiving a two-notch uplift due to strong shareholder support from Colbun S.A. (BBB/Stable). Its leverage is also relatively high at 6.6x at year-end 2017, but benefits from an amortizing debt profile that is expected to reduce this metric to below 4.0x within the medium term. As with Orazul, Fenix presents strong interest coverage ratios of above 4.0x at YE2017, improving to above 6.0x over the next four years. Nautilus Inkia Holdings LLC also has reported high leverage historically (7.0x at YE17), but as with its Peruvian peers is expected to deleverage to below 5.0x within the next several years. Compared to other speculative grade peers in the region, IERL maintains a particularly diversified asset portfolio supported by exceptionally long-term contracts (average weighted life of more than 16 years). Fenix and Orazul both have single country exposure, which is partially mitigated by Peru's strong operating environment. Inkia offsets weaker metrics with a broad geographic footprint that covers nine countries throughout Latin America, including Peru (BBB+/Stable), Chile (A/Stable), and Panama (BBB/Stable). IERL's comparatively diverse portfolio is hampered by exposure to relatively weak operating environments, particularly Honduras and Nicaragua (B/Negative Outlook), putting additional downward pressure on its overall risk profile. A similar dynamic exists with its Argentine peer, Genneia S.A. (B/Stable). Although Genneia presents very strong financial metrics relative to its rating, its unmitigated exposure to Argentina's increasingly weak operating environment constrains its rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Blend of P75 and P90 operating scenarios, depending on historical performance - Construction financing debt replaced by USD550 million corporate bond - Marginal operational efficiencies realized after bond issuance - Cash above USD24 million paid as dividends - No expansion capex after 2017 - Rating case does not contemplate cash flows from Guatemalan operations. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Fitch does not anticipate a positive rating action in the near or medium term. Fitch would positively view leverage reduction below 4.5x due to either improved cost efficiencies across its assets or better contract terms at its GenCos in the medium-term. Higher-than-anticipated capacity factors would likely be viewed as credit neutral given the exogenous nature of that variable. A financial strategy that prioritized greater cash preservation relative to financial expenses would be viewed as strengthening its current risk profile. Continued expansion of its geographic footprint that increased IERL's proportion of moderate- to low-risk operating environments would be considered credit positive, provided that this expansion did not result in a material deterioration of financial metrics. Developments That May, Individually or Collectively, Lead to Negative Rating Action Negative rating sensitivities include: deterioration in the sovereign ratings and/or applicable country ceiling combined with a significant lag in payments; sustained disruptions in generation capacity due to either technical or climatological issues, particularly in conjunction with continued aggressive cash management policies; significant delays in realizing IERL's near-term deleveraging trajectory. LIQUIDITY Strong Cash Generation, Nominal Cash Retention: IERL's modest cost structure and minimal investment requirements consistently generate strong cash flow from operations. At YE2017, IERL's CFO was approximately USD50 million, against USD49 million of interest expense paid. Fitch expects the company to maintain or exceed these levels going forward. At the same time, Fitch expects all cash above USD24 million to be distributed to IERL's shareholder. It also expects to use a portion of its restricted cash (approximately USD99 million at YE2017), to reduce leverage when those funds are liberated by the proposed debt issuance of USD550. After the issuance, the company will benefit from a comfortable maturity schedule, as the bond will replace nearly all its existing amortizing debt. The company has finalized a three-year, USD25 million committed credit line with Foreign Commerce Bank, a 100%-owned subsidiary of CMI. This materially improves IERL's liquidity profile, providing coverage of roughly 12 months' operating expenses in conjunction its existing cash balance. FULL LIST OF RATING ACTIONS Investment Energy Resources Limited The following ratings are being assigned: - Long-Term Foreign Currency IDR 'BB-'; - Long-Term Local Currency IDR 'BB-'; - Senior unsecured notes rating 'BB-(EXP)'. The Rating Outlooks are Stable. IQOR US: Bank Debt Trades at 7% Off ----------------------------------- Participations in a syndicated loan under which iQor US Incorporated is a borrower traded in the secondary market at 92.63 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.97 percentage points from the previous week. iQor US pays 500 basis points above LIBOR to borrow under the $630 million facility. The bank loan matures on February 20, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. JC PENNEY: Bank Debt Trades at 7% Off ------------------------------------- Participations in a syndicated loan under which JC Penney Corporation is a borrower traded in the secondary market at 92.65 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.91 percentage points from the previous week. JC Penney pays 425 basis points above LIBOR to borrow under the $1.688 billion facility. The bank loan matures on June 23, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. JEFE PLOVER: Tucci Family Trust Buying Reno Property for $505K -------------------------------------------------------------- Jefe Plover Interests, Ltd., asks authority from the U.S. Bankruptcy Court for the Northern District of Texas to sell approximately 0.75 acres of unimproved residential land located at 20322 Bordeaux Drive, Reno, Washoe County, Nevada, being described more fully as Parcel 207S-1 as shown on Parcel Map No. 4911, for Thunderbird Nevada Investments, LLC, according to the map thereof, filed in the office of the County Recorder of Washoe County, State of Nevada, on May 28, 2008, as File No. 3654220, Official Records, together with all improvements thereon, if any, and all rights, privileges, tenements, hereditaments, rights-of-way, appendages and appurtenances, in anyway appertaining thereto and all right, title, and interest of Seller in and to any streets, ways, alleys, strips or gores of land adjoining the property or any part thereof, to the 2008 Tucci Damily Trust and/or its assigns for $505,000 cash. The Property is subject to liens securing payment of standby fees, taxes, and assessments to ad valorem taxing authorities for the fiscal year 2018-2019. It will be sold free and clear of all liens, claims, and encumbrances, including, but not limited to, the Property Tax Liens. To the best of the Debtor's knowledge, the amounts necessary to satisfy the Property Tax Liens, and any other liens against the Property are in the aggregate less than the proposed sales price. The Debtor proposes to sell the Property to the Purchaser for the price described, and upon the terms in the Contract, or to the highest cash bidder, free and clear of all liens, claims, and encumbrances, and from the proceeds of such sale: a) pay usual and customary closing costs, including, but not limited to, the premium for the owner policy of title insurance for the insured amount equal to the Purchase Price, the Debtor's half of the escrow fee, etc.; b) pay the holder(s) of the Property Tax Liens an amount sufficient to secure the release of said liens for the fiscal years prior to 2018-2019, along with providing the Buyer a credit against the Purchase Price for a pro rata share of the 2018-2019 ad valorem taxes up through the date of the closing, however, if the 2018-2019 ad valorem taxes are due and owing at the time of the closing, same will be paid from the proceeds of the sale and the Debtor will receive a credit from the Buyer for a pro rata share of the 2018-2019 ad valorem taxes from the date of closing through the end of 2018-2019 fiscal year; and c) pay a real estate commission of 6% of the gross purchase price paid for the Property to Brooke Sullivan of Dickson Realty, a real estate agent whose employment by the Debtor has been approved by the Court. The disbursements made from the funds constituting the Purchase Price will be deemed the disbursement of money or turnover of money, whether paid by the escrow officer closing the sale on behalf of the Debtor or by the Debtor directly, to parties in interest. The fiscal year of closing ad valorem tax lien will be expressly retained on the Property until the payment by the Purchaser and/or its assigns of the year of closing taxes, plus any penalties or interest which may ultimately accrue thereon, in the ordinary course of business. The Debtor asks that the Court specifically orders that the provisions of Bankruptcy Rule 6004(h) do not apply to the order issued approving the sale of the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Jefe_Plover_34_Sales.pdf If any party wishes to make a higher net cash offer for the Property, such offer should be directed to the Debtor prior to the hearing on the Motion; the party and/or its representative should attend the hearing on the Motion and bring at least $15,000 made payable to First Centennial Title Escrow Account to serve as a cash deposit to be placed with the escrow officer and thereafter applied to the payment of the Purchase Price. If a higher cash offer is received, the Debtor reserves the right to sell the Property to the highest cash bidder at the time of hearing, subject to the Court's approval. Higher bids will only be accepted by the Debtor in increments of at least $5,000. If the Highest Bidder fails to close on the purchase of the Property for any reason other than the Seller's default, then the Highest Bidder's $15,000 cash deposit will be forfeited to the Seller. A hearing on the Motion is set for Oct. 25, 2018 at 9:30 a.m. About Jefe Plover Interests Jefe Plover Interests, Ltd., based in Dallas, Texas, is engaged in activities related to real estate. Jefe Plover is affiliated with Forest Park Medical Center at Southlake and Forest Park Medical Center, LLC. Jefe Plover Interests filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32722) on Aug. 15, 2018. The petition was signed by Jeffrey H. Mims, Chapter 7 Trustee for the Bankruptcy Estate of Wade Neal Barker, Case No. 18-32014-sgj7. The Hon. Stacey G. Jernigan presides over the case. Charles Brackett Hendricks, Esq., at Cavazos Hendricks Poirot, P.C., is the Debtor's counsel. JLAN PROPERTIES: Taps David J. Harris as Legal Counsel ------------------------------------------------------ JLAN Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire the Law Office of David J. Harris as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization; participate in negotiation with its creditors; represent the Debtor in contested or adversarial matters; and provide other legal services related to its Chapter 11 case. David Harris, Esq., the attorney who will be handling the case, disclosed in a court filing that he and his firm do not hold any interest, which may be affected by their representation of the Debtor. The firm can be reached through: David J. Harris, Esq. Law Office of David J. Harris 69 Public Square, Suite 700 Wilkes-Barre, PA 18701 Tel: 570 823-9400 Fax: 570 208-1400 Email: dh@lawofficeofdavidharris.com About JLAN Properties JLAN Properties, LLC, is a privately-held operator of nonresidential buildings. JLAN Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04205) on October 4, 2018. In the petition signed by Linda Teberio, managing member, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge John J. Thomas presides over the case. JOHN CARROLL: Maple Buying Santa Barbara Property for $2.5M ----------------------------------------------------------- John M. Carroll, III, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the residential property commonly known as 5219 E. Camino Cielo, Santa Barbara, California to Maple Equity, LLC, or nominee for $2,519,000, subject to higher and better offers. A hearing on the Motion is set for Oct. 23, 2018 at 1:30 p.m. One of the assets of the estate is the Property. The Debtor has negotiated to sell the Property to the Buyer. Although the Debtor had at one time received an offer at a higher price, that offer has not closed. Therefore, this is the highest and best viable offer the Debtor currently has for the property and the Debtor believes the offer is not disproportionate to the value of the asset. The terms of sale are set forth in that certain Residential Purchase Agreement and Joint Escrow Instructions together with Seller's Counter Offer. The motion is for a sale of property. The sale is in the best interests of the estate. It is not disproportionate to the value of the estate's interest in the property. The property was marketed to the general public. The Debtor had received an offer at a higher price, but that offer did not close. The Buyer is a party not affiliated with the Debtor. The sale is appropriate for overbidding. If any interested party wishes to overbid, the Trustee recommends that the Court accepts overbids, with a minimum overbid to be at least $10,000 above the proposed purchase price, and further overbids in increments of $10,000. Any interested overbidder should contact the undersigned to ensure he, she, they or it is appropriately qualified to bid. The Debtor has employed a real estate professional who has procured the sale. The approved listing agreement and application call for a 6% commission on the sale. The proceeds of sale net of selling costs will be disbursed to the Class 1 creditor under the Plan, then to the Class 2, 3 and 4 creditors in the order of their priority. The sale as noticed will not pay the Class 2 claim in full, so approval of the Class 2 creditor is necessary to close escrow. As provided for under the terms of the confirmed Plan, the sale will be free and clear of any unpaid balance of the secured claims on the property, namely the Class 1, 2, 3 and 4 claims. For the foregoing reasons, the Debtor asks that the Court (i) approves the proposed overbid procedures and the Property; (ii) authorizes him to pay a real estate commission in the amount of 6% of the selling price to the Bartron Group of Berkshire Hathaway Home Services; (iii) authorizes him to pay the Seller's usual and customary expenses of escrow; and (iv) waives the requirements of Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/John_Carroll_217_Sales.pdf John M. Carroll sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11261) on July 5, 2016. The Debtor tapped William C Beall, Esq., at Beall and Burkhardt, APC, as counsel. JP INTERMEDIATE: Moody's Assigns B3 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default Rating to JP Intermediate B, LLC, the indirect parent of The Juice Plus Company, LLC. Juice Plus is a direct seller of whole-food, plant based nutritional supplements. At the same time Moody's assigned B2 ratings to the company's proposed credit facilities. These include a $50 million senior secured first lien revolving credit facility and a $438 million secured first lien term loan. The proceeds from the term loan, a $105 million seller note (not rated), $542 million of common equity and $150 million of preferred equity will be used to finance the purchase of Juice Plus by private equity firm Altamont Capital. The rating outlook is stable. Moody's assigned the following ratings to JP Intermediate B, LLC: JP Intermediate B, LLC Corporate Family Rating at B3 Probability of Default at B3-PD $50 million senior secured first lien revolving credit facility expiring 2023 at B2 (LGD3) $438 senior secured first lien term loan due 2025 at B2 (LGD3) The rating outlook is stable. RATINGS RATIONALE The B3 CFR reflects Juice Plus' narrow product line of nutritional supplements, the focus on a supplements industry that is highly competitive and subject to changing consumer preferences, as well as the inherent risks related to its multi-level marketing business model. The company's multi-level marketing structure creates risk of adverse regulatory and/or legal actions that affect the company's business and sales practices. The rating is also constrained by the company's high financial leverage (debt/EBITDA will be roughly 5.1x at close of the LBO) following its acquisition by Altamont. Financial policies are expected to be aggressive under private equity ownership. The preferred stock also creates event risk because features such as investor put rights and a high coupon that can be paid in cash if leverage as defined in the credit agreement is below 3.5x, may lead to a debt-funded redemption. Debt-to-EBITDA is roughly 6.5x at close if the preferred stock is included in debt. Moody's expects leverage to improve modestly to about 4.7x (excluding the preferred stock) by 2020 reflecting modest earnings growth and debt paydown. The rating is supported by the company's good profitability and cash flow, as well as solid industry dynamics driven by an increasing trend towards wellness by consumers. Juice Plus' strong double digit revenue growth over the last four years demonstrates the ability to attract new customers to a product line that is priced at a premium to most other nutritional supplements. The company also has a good presence in Europe's developed markets with 56% of revenue generated outside the US. Moody's nevertheless expects revenue growth to slow to a mid single digit range, and demand is also vulnerable to cyclical downturns. The stable outlook reflects Moody's view that Juice Plus will continue to face the fundamental risks of the multi-level marketing business model. The stable rating outlook reflects Moody's view that the company will reduce financial leverage over the next 12-18 months through debt repayment, modest revenue growth and stable margins, and that Juice Plus will generate comfortably positive free cash flow and maintain good liquidity. The ratings could be downgraded if Juice Plus' operating performance deteriorates, if the number of distributors or sales representative counts decline or turnover increases meaningfully, if cash flow weakens or turns negative or if there is an adverse shift in the industry's regulatory environment. Ratings could also be downgraded if debt/EBITDA is sustained above 6.5x, or if liquidity deteriorates. The rating could be upgraded if the company continues to grow revenue, profitability improves, and the regulatory environment remains stable. The rating could also be upgraded if debt to EBITDA is sustained below 4.0x and Moody's gains greater comfort with the company's business model. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Based in Collierville, TN The Juice Plus Company is a direct-seller of whole-food, plant based nutritional supplements (98% of revenue) and growing products. Products are available in a variety of delivery formats including capsules, soft chewables (gummies), shakes and bars. The company operates through a multi-level marketing system that consists of approximately active 142,000 distributors in the US and a number of international markets. Juice Plus generates about $750 million in revenue per annum and will be a portfolio company of Altamont Capital. K.E. MARTIN: Colonial Funding Prohibits Use of Cash Collateral -------------------------------------------------------------- Colonial Funding Network, Inc., as servicing provider for Core Business Finance, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to prohibit K.E. Martin Development of Pasco, Inc., from using the purchased receivables, and direct K.E. Martin to turnover the purchased receivables to Colonial. The Debtor and Core Business Finance entered into a Revenue Based Factoring Agreement. Under the Agreement, the Debtor sold $345,000 worth of future receipts, accounts, and contract rights to Core Business Finance in exchange for the immediate payment of $250,000. Accordingly, Core Business Finance is the absolute owner of Debtor's accounts receivables until it is paid in full. The Debtor defaulted on July 12, 2018, and still owes Colonial $83,066 as of the petition date. Colonial's lien is in second position behind a $14,808 scheduled claim of SunTrust Bank. Colonial asserts a blanket lien on all of Debtor's assets, including accounts, accounts receivable, and cash on hand and in deposit in banks. Since the Debtor has transferred all rights, title, and interest in its receivables to Colonial, and does not retain legal or equitable interest in the Purchased Receivables, Colonial asserts that the Purchased Receivables are not property of the estate and may not be used for the estate's benefit. The receivables the Debtor is collecting are therefore not cash collateral which the Debtor may utilize under Section 363 of the Bankruptcy Code. Rather, the Debtor is improperly utilizing and converting Colonial's asset, and Debtor is obligated to turnover the Purchased Receivables to Colonial. However, in the event that the Court does permit the Debtor's use of the Purchased Receivables, Colonial requests the Court to require Debtor to provide Colonial with sufficient protections and assurances. Specifically, the Court should require that: (a) The Debtor must operate strictly in accordance with a budget and spend cash collateral not to exceed 5% above the amount shown in the budget. The debtor must provide Colonial with monthly reports which reflect its actual receipts and expenditures for the prior month. The Court should not authorize the disposition of any prepetition Collateral outside the ordinary course of business without the prior written consent of Colonial, and Debtor should not diminish the value of the Collateral below that which existed on the petition date. (b) The Debtor must make monthly adequate protection payments to Colonial in an amount sufficient to protect Colonial's interest during the time Debtor is permitted to use Colonial's property. (c) As additional adequate protection, the Debtor must provide Colonial with first priority, postpetition replacement liens. (d) Colonial must be entitled to an administrative expense claim pursuant to 11 U.S.C. Sec. 507(b) to the extent the adequate protection proves insufficient and/or does not offset any diminution of value in Colonial's property. (e) The Debtor must maintain insurance coverage for the Purchased Receivables and all other collateral securing Colonial's interests and name Colonial as loss payee and certificate holder to such policy. The Debtor must maintain insurance coverage of its property in accordance with its obligations under the Agreement. The Debtor must provide proof of insurance upon request. (f) Upon reasonable notice, Debtor must grant Colonial access to Debtor's business records and premises for inspection. (g) The Debtor must timely perform all obligations of a debtor-in-possession required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and orders of the Court. (h) Unless waived by Colonial in writing, the Debtor must immediately cease using Colonial's property upon the occurrence of one of the following Event of Default: (i) if a trustee is appointed in this Chapter 11 case; (ii) if the Debtor breaches any term or condition of the Order or the Agreement, other than defaults existing as of the Petition Date; (iii) if the case is converted to a case under Chapter 7 of the Bankruptcy Code; or (iv) if the case is dismissed. (i) The Debtor must promptly provide to Colonial such additional or other financial information as Colonial may from time to time reasonably request. (j) The Debtor must waive any claim under 11 U.S.C. Sec. 506 and Colonial must not be subject to the equitable doctrine of marshaling. Attorneys for Colonial Funding Network, Inc. J. Ryan Yant, Esq. Donald R. Kirk, Esq. Carlton Fields Jorden Burt, P.A. P.O. Box 3239 Tampa, FL 33601-3239 Telephone: (813) 229-4925 Facsimile: (813) 229-4133 E-mail: ryant@carltonfields.com dkirk@carltonfields.com About K.E. Martin Development of Pasco K.E. Martin Development of Pasco, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-06979) on Aug. 20, 2018. In the petition signed by Kenneth E. Martin, president, the Debtor estimated assets and liabilities of less than $50,000. The Debtor is represented by Michael C. Markham, Esq. of Johnson Pope Bokor Ruppel & Burns LLP. KEITH BLACK: $21K Sale of Interest in Assets to Jios Denied ----------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California denied without prejudice Keith Black Racing Engines, Inc.'s of its interest in specific items of its machinery and equipment to Jios Sales, Inc., for $20,500, subject to overbid. A hearing on the Motion was held on Sept. 5, 2018 at 10:00 a.m. The Debtor proposed to sell the machinery and equipment free and clear of all claims and liens. The Tentative Opinion is adopted as the ruling of the Court. The Evidentiary Objections are overruled. A copy of the list of Assets proposed to be sold to the Motion is available for free at: http://bankrupt.com/misc/Keith_Black_23_Sales.pdf About Black Racing Engines Keith Black Racing Engines, Inc., based in South Gate, California, is a manufacturer of engines supplies equipment and parts. Black Racing Engines filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-17000) on June 18, 2018. In the petition signed by Kenneth Black, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to the Hon. Ernest M. Robles. Vanessa M. Haberbush, Esq., at HABERBUSH & ASSOCIATES, LLP, is the Debtor's counsel. KING & QUEEN: Piccadilly Buying Baltimore Property for $72K ----------------------------------------------------------- King & Queen, LLC, asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the real property located at 1155 Washington Blvd., Baltimore, Maryland to Piccadilly Enterprises, Inc., for $72,000. The Debtor is the owner of the Property. The Property has secured claims totaling approximately $44,229. The Debtor has an executed contract to sell the Property to the Buyer for $72,000. Pursuant to 14-805(a) of the Tax Property Article of the Annotated Code of Maryland, Baltimore City has various liens secured by the Property as part of assorted proofs of claim totaling $44,229. The Debtor asks entry of an Order approving the sale of the Property, free and clear of liens, claims and other interests. The asks the Court to authorize the distribution and delivery to Baltimore City $44,229 from the sale of the Property, and grant a deed conveying fee simple title free and clear of all liens, claims and encumbrances for the Property to the Buyer. The Debtor believes that good cause exists for the Court to approve the proposed Sale. Any and all liens on the Property attach to the sale proceeds. A hearing on the Motion is set for Oct. 19, 2018 at 11:30 a.m. The objection deadline is Oct. 12, 2018. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/King_&_Queen_29_Sales.pdf The Purchaser: PICCADILLY ENTERPRISES, INC. 9202 Tuckahoe Lane Adelphi, MD 20783 About King & Queen King & Queen, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11484) on Feb. 4, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Robert A. Gordon presides over the case. The Debtor hired Jeffrey M. Sirody & Associates as its legal counsel. The Debtor filed its proposed Chapter 11 plan and disclosure statement on Sept. 17, 2018. KOLATH HOTELS: Dist. Court Upholds Ruling in Favor of Greene County ------------------------------------------------------------------- In the case captioned KOLATH HOTELS AND CASINOS, INC., Appellant, v. COUNTY OF GREENE, NEW YORK, Appellee, No. 1:17-cv-883 (GLS) (N.D.N.Y.), Appellant Kolath Hotels and Casinos, Inc. appeals from an order of the Bankruptcy Court, which granted appellee County of Greene, New York's motion for judgment on partial findings after a bench trial. Upon deliberation, Senior District Judge Gary L. Sharpe affirms the Bankruptcy Court's order. The controversy centers around Kolath's former property in the Town of Catskill, which previously included an operational hotel. Since December 2013, the property has been condemned as an unsafe structure because it lacked basic building services required for human habitation. Given Kolath's failure to pay property taxes, there was an aggregate unpaid balance due to the County in the approximate amount of $830,000. Kolath argues that reversal is required because Bankruptcy Court clearly erred "in ruling that [it] failed to produce evidence to establish that it was insolvent on the date of the transfer of the [p]roperty to the County; and [it] received less than a reasonably equivalent value in exchange for such transfer of the [p]roperty to the County." Specifically, Kolath argues that Bankruptcy Court overlooked evidence establishing that (1) the value of the property was either $3,900,00 or $1,872,000 on the vesting date, so the County's purchase price of $830,000 resulted in it receiving less than a reasonably equivalent value for the property and (2) Kolath had debts totaling $4,395,290.42 which surpassed the assessed value of its sole property, proving it was insolvent on the vesting date. However, the record is clear that Bankruptcy Court did not overlook any evidence, rather it appropriately found that the evidence was entitled to no deference. Kolath's alternative reliance on the estimated property value of $1,872,0003 derived from the stipulation of settlement in the May 2016 Greene County Court case is misplaced for the reasons stated by the County, which this court now adopts, including that there was no evidence presented regarding (1) how the estimate from the stipulation of settlement was calculated; (2) the market trends between the date on which the estimated valuation was calculated and the subsequent vesting date; (3) whether the condition of the property was constant between the valuation date and the vesting date; or (4) how this valuation reconciles with other conflicting estimates in the record, like Annie Kolath's verification that the value of the property was actually much lower. Given these uncertainties, the Bankruptcy Court aptly described Kolath's proffered appraisal as "horse trading" by "two sides, both with something to gain or lose." The lack of reliable evidence concerning the property's value on the vesting date, are enough to refute Kolath's arguments. Moreover, it was not clear error to conclude that Kolath's reliance on the stipulation to prove its insolvency was unavailing given that the stipulation does not demonstrate the actual unpaid balance of any other secured indebtedness that may have been encumbering the property on the vesting date. Likewise, Kolath's insistence that its complaint proved that it did not have any other assets is not convincing. There was simply no reliable evidence presented at trial that Kolath was insolvent on the vesting date or made insolvent by the transfer of the property to the County. In sum, Bankruptcy Court considered all of the evidence presented by Kolath and properly found that it failed to satisfy its burden of proof with regard to both of the required elements under 11 U.S.C. section 548. In the absence of any clear error, the court affirms. A copy of the Court's Memorandum Decision and Order dated Sept. 28, 2018 is available at https://bit.ly/2PyI3qK from Leagle.com. Kolath Hotels and Casinos, Inc., Appellant, represented by Matthew J. Sgambettera, The Sgambettera Law Firm & Richard H. Weiskopf -- Rweiskopf@delolaw.com -- DeLorenzo Law Firm. County of Greene, New York, Appellee, represented by Edward I. Kaplan, Greene County Attorney, John Michael Dubuc, Schiller, Knapp Law Firm -- Latham Office & Paul J. Goldman, Goldman Attorneys PLLC. Based in Albany, New York Kolath Hotels and Casinos, Inc. filed for chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 16-12061) on November 14, 2016, with total assets at $3.97 million and total liabilities at $4.57 million. The petition was signed by Annie Kolath, president. LB STEEL: Court Rules Against Walsh, Carlo Steel for $4.7MM Claim ----------------------------------------------------------------- Appellant, LB Steel, LLC, and cross-appellants, Walsh Construction Company, Travelers Casualty and Surety Company of America, and Carlo Steel Corporation, appeal from orders of the circuit court of Cook County entered in consolidated cases involving a construction project at O'Hare International Airport. On appeal, LB Steel contends that the circuit court erred by (1) setting-off certain judgments entered in its favor against a judgment entered in favor of Walsh, and (2) failing to reduce Walsh's judgment by the value of a payment from its insurer, Zurich American Insurance Company. Additionally, LB Steel contends that Walsh's judgment must be reduced by the amount due under its policy with another insurer, St. Paul Guardian Insurance Company. In their respective cross-appeals, Walsh, Travelers, and Carlo Steel fix additional issues for review. After a thorough analysis, the Appellate Court of Illinois dismisses the cross-appeal of Carlo Steel; affirms the circuit court's judgment in part; reverses it in part; enters a judgment in LB Steel's favor against Walsh and Carlo Steel for $4,771,688 on LB Steel's claim for quantum meruit; and remands. In this case, LB Steel introduced no evidence at trial to establish the value that Walsh allegedly received from its partial performance under the Sub-Subcontract. However, the record shows that before the trial court entered the Judgment Order, the parties agreed that Walsh and Carlo Steel had retained a total of $4,771,688 due to LB Steel under the Sub-Subcontract following the discovery of cracks in the welding. Counsel for Walsh submitted that, although Walsh was entitled "to withhold that payment under the contract because of the defective work," LB Steel "would be entitled to reduce" the judgment entered against it by that sum if Walsh were to be "made whole." The trial court, as noted, entered judgment in favor of Walsh for $27.5 million on Count I of its Second Amended Third-Party Complaint for breach of contract by LB Steel, and for the reasons we have explained, we have reversed the judgment entered in favor of LB Steel on its breach of contract claim against Walsh and Carlo Steel. It follows that the $4,771,688 which Walsh retained under the Sub-Subcontract constitutes "value received *** over and above the injury" that it sustained due to LB Steel's breach of contract; that sum, which is liquidated and admitted by Walsh, constitutes LB Steel's measure of recovery under a theory of quantum meruit. Therefore, we reverse the trial court's judgment in favor of Walsh and against LB Steel on LB Steel's claims for quantum meruit raised in Count III of its Third Amended Complaint in case number 05 CH 2675 and Count III of its Counterclaim in case number 07 L 3886. The Court enters judgment in LB Steel's favor against Walsh and Carlo Steel for $4,771,688 on those two counts. Because the Court finds that each of the setoffs imposed by the trial court must be reversed, the Court need not reach LB Steel's additional contention that setoff was improper due to the notice of attorneys' lien filed by its trial counsel, Conway & Mrowiec, and the lien alleged by MB Financial. However, as the Court has entered judgment in favor of LB Steel and against Carlo Steel and Walsh on LB Steel's quantum meruit claims, the Court remands the cause to the trial court for a hearing on whether or to what extent the judgment in favor of LB Steel on its quantum meruit claims should be offset against the judgment in favor of Walsh on its breach of contract claim. In summary: (1) the judgment entered in favor of Walsh and against LB Steel for $27.5 million on Count I for breach of contract from Walsh's Second Amended Third-Party Complaint is affirmed; (2) the judgment entered in favor of LB Steel and against Walsh on Count IV for fraud from Walsh's Second Amended Third-Party Complaint is affirmed; (3) the $6.5 million judgment entered in favor of LB Steel and against Carlo Steel and Walsh on LB Steel's claim for breach of contract raised in Count II of its Third Amended Complaint and Count I of its Counterclaim is reversed; (4) the $6.5 million judgment entered in favor of LB Steel and the City for the use and benefit of LB Steel and against Travelers on LB Steel's public construction bond claim raised in Count V of its Third Amended Complaint and Count IV of its Counterclaim is reversed; (6) the $1,554,654 judgment entered in favor of LB Steel and against Walsh on LB Steel's claim for a lien against public funds raised in Count I of its Third Amended Complaint and Count II of its Counterclaim is reversed; (7) the judgment entered in favor of LB Steel for the $1,812,696 deposited with the clerk of the circuit court by Cal Testing, raised in Count VI of LB Steel's Counterclaim, its counterclaim for the interpleaded funds, and its Second Amended Complaint against Cal Testing, is affirmed; (8) the trial court's order releasing the $1,812,696 to Walsh is reversed; (9) the judgment entered in favor of Walsh and against LB Steel on LB Steel's claim for quantum meruit raised in Count III of its Third Amended Complaint and Count III of its Counterclaim is reversed, and judgment is entered in favor of LB Steel and against Walsh and Carlo Steel for $4,771,688 on those counts; (10) the judgment entered in favor of Walsh and Carlo Steel and against LB Steel on LB Steel's claim for unjust enrichment raised in Count VI of its Third Amended Complaint is affirmed; and (11) each setoff imposed by the trial court is reversed. Carlo Steel's appeal is dismissed for lack of jurisdiction, and the cause is remanded for further proceedings. The case is in re: LB STEEL, LLC, and THE CITY OF CHICAGO ex rel. LB STEEL, LLC, Plaintiffs, v. CARLO STEEL CORPORATION; WALSH CONSTRUCTION COMPANY; THE CITY OF CHICAGO; and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, Defendants, (LB Steel, LLC, Plaintiff and Counterdefendant-Appellant and Cross-Appellee; Carlo Steel Corporation, Defendant, Counterplaintiff, and Counterdefendant-Appellee and Cross-Appellant; Walsh Construction Company, Defendant and Counterplaintiff-Appellee and Cross-Appellant; Travelers Casualty and Surety Company of America, Defendant and Counterplaintiff-Appellee and Cross-Appellant). THE CITY OF CHICAGO, Plaintiff, v. MURPHY/JAHN, INC. ARCHITECTS; WERNER SOBEK INGENIUERE GmbH & CO. KG; RUBINOS & MESIA ENGINEERS, INC.; TURNER CONSTRUCTION-O'BRIEN, KREITZBERG, LLC; TURNER CONSTRUCTION COMPANY; O'BRIEN-KREITZBERG, INC.; URS CORPORATION; McCLIER CORPORATION d/b/a O'Hare Partners; AAC DESIGNERS BUILDERS, INC. d/b/a Austin AECOM Company; COTTER CONSULTING, INC.; WALSH CONSTRUCTION COMPANY; BOWMAN, BARRETT & ASSOCIATES, INC.; and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, Defendants, (Walsh Construction Company, Defendant, Third-Party Plaintiff, Third-Party Counterdefendant-Appellee and Cross-Appellant; Travelers Casualty and Surety Company of America, Defendant-Appellee and Cross-Appellant; LB Steel, LLC, Third-Party Defendant and Third-Party Counterplaintff-Appellant and Cross-Appellee; Carlo Steel, Counterdefendant-Appellee and Cross-Appellant). LB STEEL, LLC, Plaintiff, v. CAL TESTING SERVICES, INC, d/b/a Calumet Testing Services, Defendant, No. 1-15-3501 (Ill. App.). A copy of the Court's Opinion dated Sept. 28, 2018 is available at https://bit.ly/2OoeHPu from Leagle.com. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor has engaged Perkins Coie LLP as counsel; Nisen & Elliott, and Crane Heyman Simon Welch & Clar, both as special counsel; Livingstone Partners LLC as investment banker; and Garden City Group LLC as notice, claims and balloting agent. Judge Janet S. Baer is assigned to the case. The Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. The creditors are Janco Steel LTD, Welding Industrial Supply Co., SSAB Americas, The Walsh Group and EVRAZ North America. The unsecured creditors' committee has engaged Duane Morris LLP as counsel, and Honigman Miller Schwartz and Cohn LLP as special counsel. LIQUIGARD TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Liquiguard Technologies, Inc. as of Oct. 10, according to a court docket. About LiquiGuard Technologies LiquiGuard Technologies, Inc., develops high quality coatings that are safe to use and easy to apply for any consumer at home or in the workplace. LiquiGuard Technologies filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19449) on Aug. 2, 2018, estimating under $1 million in assets and liabilities. Susan D. Lasky, Esq., at Susan D. Lasky, P.A., is the Debtor's counsel. LOCKWOOD HOLDINGS: Wants to Maintain Exclusivity Until Jan. 1 ------------------------------------------------------------- Lockwood Holdings, Inc. and certain of its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to extend the exclusive period to solicit acceptances of the Chapter 11 Plan by an additional 60 days, from Nov. 2, 2018 to Jan. 1, 2019. On Aug. 31, 2018, the Debtors and the Committee filed their Joint Chapter 11 Plan. Since the filing of the Plan, the Debtors have been diligently working to close the sales of substantially all of their assets so that they can focus on winding down their estates. Thus, the Debtors anticipate filing an amended Plan and Disclosure Statement by the end of the month. As set forth in the First Exclusivity Motion, the Debtors believe that they have satisfied the requirements of section 1121(d), as well as the factors that courts generally examine when determining whether to extend a debtor's exclusive periods. Among other things, the Debtors have complied with the milestones in the DIP credit agreement for selling substantially all of their assets and filed the Plan prior to the expiration of the Filing Exclusivity Period. In addition, the Debtors submit that the Court's First Order extending the exclusivity periods to file a chapter 11 plan and solicit acceptances thereof was without prejudice to the Debtors' right to seek additional extensions of their exclusive periods. Accordingly, the Debtors request that this further extension of the Solicitation Exclusivity Period be without prejudice to the Debtors' right to seek additional extensions of such period, and the rights of other parties in interest to object thereto or to seek to shorten such period. About Lockwood Holdings Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a privately-owned company headquartered in Houston, Texas, that offers carbon steel pipe, carbon steel fittings & flanges, stainless steel pipe, stainless steel fittings & flanges, valves, valve automation, and engineered products. The company also provides services from MRO (maintenance, repair and operations) to large-scale projects, including design, engineering, automation, production, QA/QC, documentation, inspection, expedition and field service. Other in-house capabilities include light manufacturing and machining, modification, repair and NDE testing. Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-30197) on Jan. 18, 2018. Its affiliates LH Aviation, LLC (Case No. 18-30198) and Piping Components, Inc. (Case No. 18-30199) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on Jan. 24, 2018. The cases are jointly administered and are pending before Judge David R Jones. In the petitions signed by CEO Michael F. Lockwood, Lockwood Holdings estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. LH Aviation and Piping Components estimated their assets in the range of $0 to $50,000 and $50 million to $100 million in debt. The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw LLP as counsel, and Spagnoletti & Co. as their special litigation counsel. Imperial Capital, LLC, is the Debtors' investment banker; and jetAVIVA, LLC, is the aircraft broker. The Court appointed Keen-Summit Capital Partners, LLC as the Debtors' real estate broker, and Imperial Capital, LLC as their investment banker. The U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped McKool Smith, P.C., as its legal counsel, and Stout Risius Ross, LLC, as financial advisor. MEDCISION LLC: Taps Mark D. Boyer as Tax Advisor ------------------------------------------------ MedCision, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire a tax advisor. The Debtor proposes to employ the firm of Mark D. Boyer, CPA to assist in the preparation of corporate income tax returns; assist in winding up income tax claims; and to consult with the Debtor as to those matters during its Chapter 11 case. The firm's hourly rates range from $60 to $450. It has estimated that the fee for the services it is expected to provide will be approximately $9,000. Mark Boyer, a certified public accountant, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor's estate. The firm can be reached through: Mark D. Boyer 401 E. Mills Avenue Breaux Bridge, LA 70517 Phone: 337.332.0616 About MedCision LLC MedCision LLC develops automation technologies for vital clinical product handling processes. MedCision initially filed a voluntary petition for relief pursuant to Chapter 7 of the Bankruptcy Code on Dec. 20, 2017. By order dated Feb. 16, 2018, the case was converted to one under Chapter 11 (Bankr. N.D. Cal. Case No. 17-31272). Judge Hannah L. Blumenstiel presides over the case. The Debtor tapped Sheppard, Mullin, Richter & Hampton LLP as bankruptcy counsel; Three Twenty-One Capital Partners as its investment banker; and Kyle Everett of Development Specialists, Inc., as chief restructuring officer. MGTF RADIO: Seeks Oct. 19 Cash Collateral Use Extension ------------------------------------------------------- MGTF Radio Company, LLC and WPNT, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri their third consent motion to extend their authorization to use cash collateral through Oct. 19, 2018 and to continue to honor their adequate protection obligations to their lenders. The Debtors require the use of cash collateral to continue their business operations and to pay their regular daily expenses, including employees' wages, utilities, and other costs of doing business. The Debtors also require cash collateral to meet postpetition payroll, to pay necessary business expenses, and to continue their operations. The Debtors have previously obtained the Court's approval for the use of cash collateral on a bridge, interim, and final basis. The Cash Collateral Order provides for certain adequate protection obligations to Debtors' current agent, BSP Agency, LLC, and certain Lenders. The Adequate Protection Obligations include, among other items, post-petition interest payments, payment of the reasonable fees and expenses incurred by the Agent, including fees and expenses of one lead counsel, one local counsel, and one financial advisor for Agent, and certain reporting requirements. The Debtors claim that they are current on all of said Adequate Protection Obligations. Thus, the Debtors contend that the Agent and Lenders' interest in Cash Collateral is and will be adequately protected through the extended period of Cash Collateral usage. The adequate protection will be provided to Agent and Lenders through the continuation of the Adequate Protection Obligations and other protections granted in the Cash Collateral Order. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/moeb18-41671-104.pdf About MGTF Radio Company MGTF Radio Company, LLC, which conducts business under the name Steel City Media, is a multimedia company offering print, radio, and digital advertising solutions. Its stations include Country KBEQ (Q104), Country KFKF, Top 40 KMXV (MIX 93.3), and AC KCKC (KC 102.1). The company was founded in 1984 and is based in Pittsburgh, Pennsylvania, with a location in Kansas City, Missouri. MGTF Radio Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case Nos. 18-41671 and 18-41672) on March 20, 2018. In the petitions signed by Michael J. Frischling, vice-president, MGTF Radio and WPNT estimated assets and liabilities of $50 million to $100 million. The Debtors hire Carmody MacDonald P.C. as their legal counsel; and Smithwick & Belendiuk, P.C., as special counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. MICHAEL DAVIDSON: London Buying Huntsville Property for $250K ------------------------------------------------------------- Michael Wayne Davidson asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of the real property located at 2616 Memorial Parkway NW, Huntsville, Alabama, to Joseph London, III for $250,000. The Property is more particularly described as all that part of the Southwest Quarter of Section 24, Township 3 South, Range 1 West in the City of Huntsville, Madison County, Alabama, particularly described as beginning at a point on the West margin of Memorial Parkway 200 feet R.O.W., said place beginning being located North 1 degree 26 minutes East 1284.73 feet from the Southwest corner of said Section 24, said place of beginning is further described as being located North 31 degrees 11 minutes East 974.0 feet from the intersection of the North margin of Max Luther Drive with the East margin of Memorial Parkway. There is no debt that encumbers the Real Property. The Debtor has entered into an Agreement to Purchase Real Estate with the Buyer. Pursuant to the Motion, the Debtor asks authority from the Court to sell the Real Property to the Buyer, free and clear of all liens, claims, interests, and encumbrances for the sum of $250,000. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Michael_Davidson_60_Sales.pdf The Debtor valued the Property at $175,000 in Schedule A of his bankruptcy Petition. Thus, he considers the sales price to be fair and reasonable. The relief requested by the Debtor is in the best interests of the estate and the estates' creditors. Although the Real property is currently leased, that lease ends in October, 2018. Thus, the Real Property will soon be vacant. Moreover, the Debtor asks the further authority to transfer the Real Property to a buyer without being subject to taxation under any state or local law imposing a stamp, transfer or similar tax in accordance with section 1146(c) of the Bankruptcy Code. Furthermore, notwithstanding the possible applicability of Rules 6004 or 9014 or otherwise, the Debtor asks that the Order will be immediately effective and enforceable upon entry and will not be stayed pursuant to Rules 6004(h). Any Party that desires to object to the Motion must do so in writing at least 10 days prior to the hearing. Counsel for the Debtor: Kevin D. Heard, Esq. HEARD, ARY, & DAURO, LLC 307 Clinton Ave. W, Suite 310 Huntsville, AL 35801 Telephone: (256) 535-0817 Facsimile: (256) 535-0818 E-mail: kheard@heardlaw.com Michael Wayne Davidson sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 18-82270) on July 31, 2018. The Debtor tapped Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, as counsel. MID-SOUTH BUSINESS: Allowed to Use Renasant Bank Cash Collateral ---------------------------------------------------------------- The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi has signed his approval to an Agreed Order authorizing North Mississippi Spine Center, Inc. to use Renasant Bank's cash collateral. The Parties understand and agree that even though they are resolving the motion for an order prohibiting the use of cash collateral, etc., as well as, the motion seeking relief from the automatic stay, the provisions of the Agreed Order will not be considered a waiver of any procedural and substantive rights that may exist in favor of or against any party named in the adversary proceeding styled, "Thomas L. Windham, Sr., M.D., Linda T. Windham, R. Taylor Windham, North Mississippi Spine Center, Inc., Mid-South Business Associates, LLC and TLW Properties, LLC vs. Renasant Bank, Successor to Merchants & Farmers Bank," Adversary Proceeding No. 14-01038-JDW. Pursuant to the terms and conditions of the Agreed Order, the Debtor agreed to protect Renasant's interest in the cash collateral by, inter alia, making monthly adequate protection payments in the amount of $3,500, maintaining a level of accounts receivable in the total amount of $1,100,000 or greater, providing Renasant with a monthly accounts receivable report and allowing Renasant to inspect its accounts receivable records. The Debtor has now ceased doing business and no new receivables are being generated. Renasant and the Debtor have agreed to the following terms and conditions that will best preserve and collect the outstanding accounts receivable: A. Taylor Windham will continue to collect the Debtor's accounts receivable in consideration for the payment of compensation, medical insurance benefits, and specific expenses related to the collection activities, to wit: (a) Compensation for collection services at the rate of $20 per hour applicable to 15 to 20 hours per week; (b) The payment from the collections of Taylor Windham's medical insurance premium in the sum of approximately $1,200 per month; (c) The payment from the collections of related software expenses in the sum of $183 per month; and (d) The payment from the collections of quarterly fees owed to the Office of the U.S. Trustee in the sum of $325 per quarter, which is equivalent to $108.33 per month. B. Renasant is agreeable to allow a cushion of $1,900 per month to be temporarily retained by the Debtor for the payment of other collection expenses, including attorney fees that might be attributable to services rendered for the Debtor. Since these expenses are being paid from Renasant's Cash Collateral, Renasant would reserve the right to object to any fees that appear to be unreasonable. Consequently, Renasant will be paid all collections in excess of $5,000 per month through February 28, 2019. C. During the term of the Agreed Order (from September 1, 2018 through February 28, 2019), Taylor Windham will provide a monthly accounting of all account receivable collections to Renasant which will be submitted with his remittance of the collection proceeds exceeding $5,000 per month. Subject to the provisions, regulations, and guidelines set forth in the Health Insurance Portability and Accountability Act (HIPAA), Renasant reserves the right to inspect and analyze the accounts receivable at reasonable times in in order to evaluate the efficacy of the collection efforts. D. At the conclusion of the collection term (February 28, 2019), Renasant will determine whether this arrangement should be continued or whether an alternative collection procedure would be more effective considering the quality and aging of the accounts receivable. At this same time, there will be an accounting made as to the unspent "cushion funds" recognizing that these funds still represent the cash collateral of Renasant. If this proposal is terminated, these "cushion funds" will be remitted to Renasant. E. To facilitate these provisions, the Motion for Relief from Automatic Stay filed by Renasant will be held in abeyance until after Feb. 28, 2019. The agreement between Renasant and the Debtor will effectively terminate the payment of adequate protection payments to Citizens Bank & Trust Company, currently being made in the sum of $2,200 per month. Since Citizens Bank has acknowledged that it has no lien on the Debtor's accounts receivable, it has not entered its appearance in either of these proceedings, and it has advised Renasant's counsel that it will not object to the entry of the Agreed Order approving the settlement. A full-text copy of the Agreed Order is available at http://bankrupt.com/misc/msnb14-11547-378.pdf About North Mississippi Spine Center, Inc. and Affiliates North Mississippi Spine Center, Inc. and affiliates sought Chapter 11 Bankruptcy protection (Bankr. N.D. Miss. Case No. 14-11547) on April 21, 2014. In the petitions signed by Thomas L Windham, MD, managing member, Mid-South Business Associates estimated $1 million to $10 million in assets and debt, and North Mississippi Spine Center estimated $100,000 to $500,000 in assets and $1 million to $10 million in debt as of the bankruptcy filing. The case is assigned to Judge Jason D. Woodard. The Debtor is represented by Robert Gambrell, Esq. of Gambrell & Associates, PLLC. MO'S HOUSE: Taps Russell Jeffcoat as Accountant ----------------------------------------------- Mo's House of Pizza, LLC, seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire an accountant. The Debtor proposes to employ Russell Jeffcoat and pay him $395 per month for his accounting services. Mr. Jeffcoat is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Mr. Jeffcoat maintains an office at: Russell Jeffcoat 4597 Savannah Highway, North South Carolina 29112 Phone: +1 803-247-5511 About Mo's House of Pizza Mo's House of Pizza, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 18-03503) on July 10, 2018. In the petition signed by Mohamed Said M. Abdel Aziz, member, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Judge David R. Duncan presides over the case. The Debtor tapped Reid B. Smith, Esq., as its bankruptcy counsel. MODERN VIDEOFILM: Exclusive Plan Filing Period Moved to Dec. 12 --------------------------------------------------------------- The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California has extended Modern VideoFilm, Inc.'s exclusive periods to file and to solicit acceptances to a chapter 11 plan to Dec. 12, 2018 and March 12, 2019, respectively. The Troubled Company Reporter has previously reported that the Debtor sought exclusivity extension to give it sufficient time to resolve some ownership issues. The Debtor filed a plan and disclosure statement on June 20, 2018, which provides for 100% of the proceeds generated from the liquidation of all assets (which consists of causes of action against third parties) to be paid to creditors. However, the Court disapproved the Debtor's disclosure statement, without prejudice, ordering that the Debtor could not file another disclosure statement until the dispute over the Debtor's right to and interests in causes of action referenced in the disclosure statement are resolved. Consequently, the Debtor filed a motion to resolve the ownership issues addressed in the Court, which motion is scheduled to be heard in October. Accordingly, pursuant to the Court's order, the Debtor is required to defer its plan confirmation process. About Modern VideoFilm Modern VideoFilm Inc. is a feature film and television post-production company based in California. Modern VideoFilm filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11792) on May 16, 2018. In the petition signed by Howard Grobstein, chief restructuring officer, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge Mark S Wallace presides over the case. Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander, LLP, serves as the Debtor's counsel. MOHEGAN TRIBAL: Bank Debt Trades at 6% Off ------------------------------------------ Participations in a syndicated loan under which Mohegan Tribal Gaming is a borrower traded in the secondary market at 94.05 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.86 percentage points from the previous week. Mohegan Tribal pays 400 basis points above LIBOR to borrow under the $783 million facility. The bank loan matures on October 14, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. MONITRONICS INT'L: Bank Debt Trades at 2% Off --------------------------------------------- Participations in a syndicated loan under which Monitronics International Inc. is a borrower traded in the secondary market at 97.63 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.96 percentage points from the previous week. Monitronics International pays 550 basis points above LIBOR to borrow under the $1.10 billion facility. The bank loan matures on September 30, 2022. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. MONSTER CONCRETE: Plan Adds Sister Company's Financial Condition ---------------------------------------------------------------- Monster Concrete, LLC submits a third amended disclosure statement in connection with its third amended plan dated Oct. 5, 2018. The third amended plan provides a summary of Monster Concrete and Excavation, Inc.'s financial condition. Monster Concrete and Excavation is the Debtor's sister company. At the time Monster Concrete and Excavation filed its Petition it had assets of approximately $121,198.81 and liabilities of $422,302.17. Monster Concrete and Excavation has filed its Operating Reports with the Court since it filed bankruptcy. As an ongoing construction company, Monster Concrete and Excavation keeps its financial books and records on an accrual basis. A review of the Operating Reports clearly indicate that Monster Concrete and Excavation is becoming more fiscally stable. Since Monster Concrete and Excavation's books are kept on an accrual basis they include receivables not yet received by it. Monster Concrete and Excavation’s Aging Accounts Receivable Report shows that Monster Concrete and Excavation has $597,494 in accounts receivable which have not yet been collected. The company believes, however, that these receivables are collectible as they are either current or are due for 30 days or less. Monster Concrete and Excavation's Statement of Cash Flow for the period of April 2018 through July 2018 provides information about Monster Concrete and Excavation's cash receipts resulting from its business operations. The primary purpose of the statement of cash flows is to provide information about cash receipts, cash payments, and the net change in cash resulting from the operating activities of Monster Concrete and Excavation during the period. The cash at the end of the period must correspond to the current bank balance as shown on the balance sheet for that period. Thus, from a cash flow statement, an investor knows the cash in and out of the company for the given period. A Summary of the Statement of Cash Flows confirms that Monster Concrete and Excavation's finances are stabilizing. The Debtor opines that if the Court grants the Motion for Substantive Consolidation, Monster Concrete and Excavation will be able to pay its allowed claims as well as Debtor's allowed claims. A full-text copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/alnb18-80280-11-47.pdf About Monster Concrete Based in Huntsville, Alabama, Monster Concrete and Excavation, Inc., and Monster Concrete, LLC, are involved in the concrete business and are owned by Steve Williams. Monster Concrete and Excavation, Inc., and Monster Concrete, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 18-80279 and 18-80280) on Feb. 1, 2018. Judge Clifton R. Jessup, Jr., presides over the cases. Heard, Ary & Dauro, LLC, is the Debtors' legal counsel. The Court has not appointed a trustee or examiner nor has any official committee been established in the bankruptcy case. MONTREAL MAINE: Court Denies Wheeling Bid for Stay Pending Appeal ----------------------------------------------------------------- The appeals case captioned WHEELING & LAKE ERIE RAILWAY CO., Appellant, v. ROBERT J. KEACH, in his capacity as the Estate Representative for MONTREAL MAINE & ATLANTIC RAILWAY, LTD., Appellee, No. 1:18-cv-00262-JDL (D. Me.) concerns a secured claim made in connection with the 2013 Lac-Megantic train derailment tragedy. Appellant Wheeling & Lake Erie Railway Co. moves to stay the judgment of the U.S. Bankruptcy Court for the District of Maine dated June 22, 2018. To implement the stay, Wheeling also seeks an injunction requiring Appellee Robert J. Keach, the post-confirmation Estate Representative of Montreal Maine & Atlantic Railway Ltd. to ensure that the Debtor's Estate contains sufficient funds to pay Wheeling's claim if Wheeling prevails on appeal. District Judge Jon D. Levy denies the motion for stay and injunctive relief pending appeal. In ruling on a motion for stay pending appeal, the Court must consider: "(1) whether the applicant has made a strong showing of success on the merits; (2) whether the applicant will be irreparably harmed absent injunctive relief; (3) whether issuance of the stay will injure other parties (i.e. balance of the hardships); and (4) where the public interest lies." Wheeling argues that the Bankruptcy Court made two critical errors that give it a reasonable likelihood of appellate success: first, the court misinterpreted federal rail transportation law in concluding that MMA, one of several rail carriers transporting the crude oil, has no contractual, statutory, or regulatory claims against the shipper of the crude oil; and second, the court relied on improper lay and expert opinion testimony to find that even if MMA had contractual, statutory, or regulatory claims, those claims have no value. The Court concludes that Wheeling has failed to demonstrate that it is likely that the Bankruptcy Court erred in finding that any potential claims have no value. The Bankruptcy Court gave two reasons for its conclusion that any potential non-tort claims by MMA against the Shipper have no value: first, Wheeling, as the party with the burden of proof, failed to introduce evidence establishing the reasonable settlement value of MMA's claims; and second, Wheeling did not rebut the Estate Representative's testimony that the claims have no value. Although Wheeling contends that the Bankruptcy Court erred in considering the Estate Representative's testimony, which Wheeling asserts was improper expert testimony, the Bankruptcy Court's first rationale for determining that the claims have no value is not dependent on that testimony. It also appears that Wheeling will have difficulty succeeding on its argument that the Bankruptcy Court erred by receiving and considering the Estate Representative's testimony related to the valuation issue. First, the Estate Representative testified that the aggregate value of all claims for damages against the Shipper was at least 2.5 billion dollars, yet all of those claims were settled for only 110 million dollars, or 4.4% of the total aggregate value, as part of the comprehensive settlement. Wheeling presented no evidence about what effect this precipitous settlement discount had on the value of MMA's claims. In addition, the Estate Representative testified that the Shipper asserted substantial counterclaims far in excess of MMA's claims, and that it was undisputed that MMA was not free from negligence. This testimony was not expert witness opinion testimony because it did not require specialized or expert knowledge and is properly considered fact testimony. See id. at 239-41. In addition, Wheeling offered no evidence assessing how MMA's contributory negligence or the Shipper's probable counterclaims affected the value of MMA's potential claims. Even if, as Wheeling argues, other portions of the Estate Representative's testimony were improper opinion testimony, that alone would not be reversible error because the non-opinion testimony provided by the Estate Representative supported the Bankruptcy Court's conclusion that Wheeling had failed to demonstrate the value of the proceeds of the claims. The last three factors--irreparable harm, balance of the hardships, and the public interest--either weigh against the issuance of a stay and an injunction, or are neutral. Wheeling has not established that it will suffer irreparable harm absent relief. The balance of the hardships is a neutral factor because although Wheeling may be required to undertake burdensome steps to recover its collateral value if the money in the Set-Aside Fund is beyond its reach, the same would likely be required of the Estate Representative if he were required to attempt to claw back the released funds from the Canadian bankruptcy Monitor and claimants in that foreign proceeding. Finally, the public interest weighs against injunctive relief and weighs in favor of the timely payment of claims to the victims of the Lac-Megantic train derailment that occurred over five years ago. A copy of the Court's Order dated Oct. 1, 2018 is available at https://bit.ly/2OX8klO from Leagle.com. WHEELING & LAKE ERIE RAILWAY COMPANY, Appellant, represented by DANIEL L. ROSENTHAL, MARCUS CLEGG, GEORGE J. MARCUS, MARCUS CLEGG & THOMAS J. LITWILER, FLETCHER & SIPPEL, LLC, pro hac vice. ROBERT J KEACH, in his Capacity as Chapter 11 Trustee of Maine Montreal and Atlantic Railway, Ltd., Appellee, represented by ADAM R. PRESCOTT, BERNSTEIN SHUR SAWYER & NELSON. ROBERT J KEACH, in his Capacity as Chapter 11 Trustee of Maine Montreal and Atlantic Railway, Ltd., Appellee, pro se. MONTREAL MAINE & ATLANTIC RAILWAY LTD, Debtor, represented by NATHANIEL R. HULL -- nhull@verrilldana.com -- VERRILL DANA LLP. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec. The Company sought bankruptcy protection (Bankr. D. Maine Case No.13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd. ("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition (Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek recognition and enforcement in the U.S. of the order by the Quebec Court approving MMA Canada's plan to pay off victims of the July 2013 derailment. The law firm of Verrill Dana serves as counsel to the Debtor. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., is the Chapter 11 trustee. Lindsay K. Zahradka and and D. Sam Anderson, Esq. serves as his counsel. Development Specialists, Inc., serves as his financial advisor; and Gordian Group, LLC, serves as his investment banker. Justice Martin Castonguay oversees the case in Canada. Andrew Adessky at Richter Consulting was named CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. The unofficial committee of wrongful death claimants is Represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. The Debtor's Revised First Amended Plan of Liquidation, which created a C$446 million settlement fund for the benefit of all victims of the train derailment in 2013 that killed 47 people, became effective Dec. 22, 2015. MONTREAL MAINE: Estate Rep. Bid to Dismiss Wheeling Appeal Junked ----------------------------------------------------------------- District Judge Jon D. Levy denied Robert Keach's motion to dismiss as moot the appeals case captioned WHEELING & LAKE ERIE RAILWAY CO., Appellant, v. ROBERT J. KEACH, in his capacity as the Estate Representative for MONTREAL MAINE & ATLANTIC RAILWAY, LTD., Appellee, No. 1:18-cv-00262-JDL (D. Me.). Keach, the Estate Representative of the estate of Montreal Maine & Atlantic Railway, Ltd. moved to dismiss as moot Wheeling & Lake Erie Railway Co.'s appeal from a judgment of the U.S. Bankruptcy Court for the District of Maine, which denied Wheeling's secured claim against the estate arising from certain settlement proceeds connected to the 2013 Lac-Megantic train derailment tragedy. The Estate Representative argues that Wheeling's appeal should be dismissed as moot because the parties agreed that a five million dollar set-aside fund would be the exclusive source of potential recovery by Wheeling; the funds were subsequently disbursed by the Estate Representative upon the issuance of the Bankruptcy Order; and there is therefore no effective judicial remedy that could provide actual relief to Wheeling. The Estate Representative argues that Wheeling's appeal of the Bankruptcy Order is moot because Paragraph 84 of the Confirmation Plan established the Set-Aside Fund as the exclusive source of Wheeling's potential recovery, and that because the money has been released to the Canadian Monitor it is entirely within the jurisdiction of Canadian courts. The Court holds that nothing in the plain language of Paragraph 84 establishes that the Set-Aside Fund is the exclusive source of funds from which Wheeling can recover if successful on its claim. Part (b) of Paragraph 84 establishes the Set-Aside Fund, but contains no indication that the fund is the exclusive source from which Wheeling's claim, if successful, must be satisfied. Therefore, Paragraph 84 does not itself render Wheeling's appeal moot. The Estate Representative argued at the September 7 motion hearing that Wheeling's failure to diligently seek a stay pending appeal also renders this appeal equitably moot. Wheeling did, however, seek a stay from the Bankruptcy Court. In addition, there is no evidence before the Court that the money from the Set-Aside Fund has been disbursed by the Canadian Monitor or that it is otherwise impracticable or impossible for the Estate Representative to recover the money. A copy of the Court's Order dated Oct. 1, 2018 is available at https://bit.ly/2pRJ1Dp from Leagle.com. WHEELING & LAKE ERIE RAILWAY COMPANY, Appellant, represented by DANIEL L. ROSENTHAL, MARCUS CLEGG, GEORGE J. MARCUS, MARCUS CLEGG & THOMAS J. LITWILER, FLETCHER & SIPPEL, LLC, pro hac vice. ROBERT J KEACH, in his Capacity as Chapter 11 Trustee of Maine Montreal and Atlantic Railway, Ltd., Appellee, represented by ADAM R. PRESCOTT, BERNSTEIN SHUR SAWYER & NELSON. ROBERT J. KEACH, in his Capacity as Chapter 11 Trustee of Maine Montreal and Atlantic Railway, Ltd., Appellee, pro se. MONTREAL MAINE & ATLANTIC RAILWAY LTD, Debtor, represented by NATHANIEL R. HULL , VERRILL DANA LLP. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec. The Company sought bankruptcy protection (Bankr. D. Maine Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd. ("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition (Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek recognition and enforcement in the U.S. of the order by the Quebec Court approving MMA Canada's plan to pay off victims of the July 2013 derailment. The law firm of Verrill Dana serves as counsel to the Debtor. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., is the Chapter 11 trustee. Lindsay K. Zahradka and and D. Sam Anderson, Esq. serves as his counsel. Development Specialists, Inc., serves as his financial advisor; and Gordian Group, LLC, serves as his investment banker. Justice Martin Castonguay oversees the case in Canada. Andrew Adessky at Richter Consulting was named CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. The unofficial committee of wrongful death claimants is Represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. The Debtor's Revised First Amended Plan of Liquidation, which created a C$446 million settlement fund for the benefit of all victims of the train derailment in 2013 that killed 47 people, became effective Dec. 22, 2015. MOORE CHROME: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Moore Chrome Products Company dba Moore Metal Finishing, Inc. 3525 Silica Rd Sylvania, OH 43560-9814 Business Description: Moore Chrome Products Company is a privately held company engaged in the business of plating of metals or formed products. Chapter 11 Petition Date: October 11, 2018 Case No.: 18-33177 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Hon. John P. Gustafson Debtor's Counsel: Eric R. Neuman, Esq. DILLER AND RICE, LLC 124 East Main Street Van Wert, OH 45891 Tel: 419-724-9047 419-244-8500 E-mail: eric@drlawllc.com steven@drlawllc.com kim@drlawllc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Scott W. Backus, 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/ohnb18-33177.pdf MR. STEVEN: Taps Adams and Reese as Legal Counsel ------------------------------------------------- Mr. Steven, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Adams and Reese LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Adams and Reese will charge these hourly rates: Robin Cheatham $550 Lisa Hedrick $485 Scott Cheatham $450 Robert Parrott $315 Angela Grewal $305 Paralegals/Law Clerks $110 - $210 The firm received a retainer in the sum of $30,000 from the Debtor for its post-petition services. Scott Cheatham, Esq., a partner at Adams and Reese, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robin B. Cheatham, Esq. Adams and Reese LLP 701 Poydras Street, Suite 4500 New Orleans, LA 70139 Tel: (504) 581-3234 Facsimile: (504) 566-0210 Email: cheathamrb@arlaw.com Email: robin.cheatham@arlaw.com About Mr. Steven LLC Mr. Steven, LLC, is a privately-held company in New Iberia, Louisiana, engaged in offshore marine vessel leasing. Mr. Steven sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-51277) on Oct. 3, 2018. In the petition signed by Mr. Steven J. Miguez, manager, the Debtor disclosed $5,152,864 in assets and $23,651,405 in liabilities. Judge John W. Kolwe presides over the case. MULTIFLORA GREENHOUSES: Court Official Unable to Appoint Committee ------------------------------------------------------------------ The U.S. bankruptcy administrator on Oct. 10 disclosed in a filing with the U.S. Bankruptcy Court for the Middle District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Multiflora Greenhouses, Inc. About Multiflora Greenhouses and Austram LLC Multiflora Greenhouses, Inc. -- http://www.multifloragreenhouses.com/-- is a greenhouse grower and wholesaler based in Hillsborough, North Carolina. It grows and distributes hundreds of plant varieties as well as offers other products and services. Austram, LLC, manufactures clay products and refractories. Multiflora and Austram sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 18-80691 and 18-80693) on Sept. 24, 2018. In the petitions signed by Richard Mason, president, Multiflora estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Austram disclosed less than $50,000 in both assets and liabilities. Judge Benjamin A. Kahn presides over the cases. The Debtor tapped Parry Tyndall White as its legal counsel. MURPHY OIL: Fitch Raises LT Issuer Default Rating to 'BB+' ---------------------------------------------------------- Fitch Ratings has upgraded Murphy Oil Corporation's (NYSE: MUR) Long-Term Issuer Default Rating (IDR) and unsecured debt ratings to 'BB+'/'RR4' from 'BB'/'RR4'. The senior unsecured revolver was affirmed at 'BBB-'/'RR1'. The Rating Outlook is Stable. Approximately $2.8 billion in debt is affected by the rating action. The upgrade reflects the significant improvement of Murphy's credit metrics since the last review, the debt-accretive impact of the announced Petrobras Americas Inc. (PAI) transaction as well as the company's increased production profile. Under Fitch's base case assumptions, the agency expects the proposed transaction will result in Murphy generating positive free cash flow. These factors are somewhat offset by the company's history of investing in long-term exploration projects at the expense of developing core basins and MUR's sizable dividend. This transaction, however, helps mitigates Fitch's capital allocation concerns. Murphy has announced that it is entering into a joint venture with PAI in the Gulf of Mexico (GOM). Murphy and PAI will contribute their existing GOM assets (MUR current production of net ~19 mboe/d and PAI current production of net ~36 mboe/d) to a newly formed JV in which Murphy will own 80% and PAI will own 20%. Murphy will pay PAI ~$900 million in cash, which will likely be adjusted down to $775 million to $800 million for closing adjustments and will be funded by $500 million from cash on hand and $300 million to $375 million from the revolver. Fitch believes the joint venture will be cash flow accretive by 2019 and add an incremental $320 million of EBITDAX to Murphy. The transaction is expected to close by 4Q'18. MUR is planning to use half of the incremental free cash flow to fund the development of its Eagle Ford assets. The remaining half will be used to repay debt incurred from the transaction. In addition, MUR has successfully amended its existing $1.1 billion four-year senior unsecured revolving credit facility to allow for the new JV. As part of the amendments, the springing collateral test has been removed KEY RATING DRIVERS Debt-Accretive JV Transaction: The proposed JV transaction is debt accretive given the low amount of incremental debt relative to incremental EBITDA (~1x) and the expectation that half of the incremental free cash flow will go to reduce debt. Fitch expects Murphy to be free cash flow positive following the transaction. In addition, MUR intends to use the remaining incremental free cash flow from the transaction to develop its Eagle Ford assets, which should strengthen the company's production profile. Diverse Operations: Murphy has an oil-weighted production profile with principal positions in Eagle Ford, Montney, Duvernay and offshore assets in Malaysia, the U.S. Gulf of Mexico, and Canada. In addition, Murphy has a portfolio of exploratory assets in offshore Mexico, Vietnam, Guam, Australia, and Brazil. Murphy is managing its exploratory budget so it is not more than 10% of its capital expenditure budget, although historically it has been closer to 7% to 8%. Fitch is focused on the company's allocation of capital to long-term exploration projects at the expense of developing core basins, such as the Eagle Ford. Currently, Fitch believes the pace and cost of Murphy's exploratory program is manageable. Eagle Ford Development: Management has proposed using a portion of the incremental cash flow to develop its Eagle Ford assets. Production from the Eagle Ford has declined to 44mboed from 61mboe/d in 2015, partly due to the allocation of capital to other assets. Following the proposed transaction, MUR would increase the number of wells its plans to drill from 45 in 2018 to 60-70 in 2019 and 2020 (approximately two rigs) and 90-100 wells in 2021 (approximately three rigs). MUR has approximately 1,900 wells in the Eagle Ford that it considers economic. Fitch views the increased development of this core asset and the potential incremental production as a credit positive. Improved FCF, Credit Metrics: Fitch estimates debt/EBITDA at Murphy will decline to 2.1x in 2018 from 3.6x in 2016. The transaction along with organic production growth should further reduce the metric to below 2.0x in 2019. Fitch's base case, considering a $65/barrel oil and $2.75/mcf natural gas price, forecasts Murphy will be approximately $50 million to $100 million FCF positive in 2018 after approximately $175 million of common dividends. The proposed JV transaction should help generate approximately $250 million to $300 million of FCF in 2019 while dropping debt/flowing barrel from approximately $18,000 in 2018 to approximately $14,000 in 2019. Amended Credit Facility: MUR has received consents from lenders under its credit facility for amendments that would allow for the joint venture transaction and would remove the springing collateral requirement. The amendment also removes the minimum domestic liquidity requirement, which will allow for more efficient movement of funds among foreign and domestic subsidiaries. Manageable Maturities Profile: The undrawn revolver matures in 2021 and the next bond maturity is not until 2022 when two bonds come due for a combined $1.1 billion. Adequate Hedge Position: As of June 30, 2018, the company has hedged approximately half of its U.S. onshore oil production for 2018 and approximately 25% of its Western Canadian natural gas production. DERIVATION SUMMARY Murphy is a mid-sized independent E&P with a diverse, global resource base in various stages of exploration, development and growth. Current production is approximately 171 mboepd as of June 30, 2018. Pro forma for the acquisition, production should average over 200 mboepd. This will put MUR above QEP Resources Inc. (BB/Watch Negative) and Newfield Exploration Co. (BBB-/Stable), but still below Concho Resources (BBB/Stable), Continental Resources (BBB-/Stable), and Hess Corporation (BBB-/Negative). MUR's netback at $24.2 is above QEP, NFX, Noble Energy Inc. (BBB-/Positive), and Hess, but below Continental and Concho. Pro forma proved 1P reserves of ~763 mmboe are more in line with high 'BB' credits such as QEP. MUR's debt/EBITDA is 2.2x although Fitch projects that the acquisition will move the ratio to below 2.0x, which is more in line with 'BBB-' issuers, such as Newfield, Hess, and Continental. Although MUR currently generates a free cash flow deficit, the acquisition should allow MUR to generate positive free cash flow in 2019, which is more in line with its peers. MUR has a smaller onshore footprint relative to its peers, including QEP, Newfield, Noble Energy, and Continental, while its diverse exploration and development programs could limit capital allocation efficiency. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - WTI oil price of $65 in 2018, $60 in 2019, and long-term price of $55; - Henry Hub gas price of $2.75 in 2018 and long-term price of $3; - Production of 170mmboe/d in 2018 and 211 mboe/d in 2019 with the increase due to the acquisition; - Liquids mix of 67% in 2018 and 2019; - Capex of $1.18 billion in 2018 and $1.34 billion in 2019; - Dividend payments remain unchanged; - Other than the JV transaction, no other acquisitions, investments, or dispositions over the forecast period. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Increased operational focus on core basins (Eagle Ford, GOM, Malaysia) in terms of growing production and reserves, particularly the core basins. - Clear and conservative capital allocation and financial policy that demonstrates capital spending, shareholder return, and M&A discipline; - Adhering to management's stated policy of no more than 10% of the capital budget in exploratory projects; - Maintaining production of 175-200mboepd; Developments That May, Individually or Collectively, Lead to Negative Rating Action - Mid-cycle debt greater than 2.5x or higher; - Change in financial policy that results in capital allocated away from core assets; - Mid-cycle debt/flowing barrel above $20,000/boe or debt/proved developed reserves of over $6.00/boe on a sustained basis. LIQUIDITY Ample Liquidity. Murphy plans to fund the proposed JV with $475 million in cash and drawing $300 million under its $1.1 billion revolving credit facility. Of the $901 million of cash on hand as of June 30, 2018, approximately $698 million was held in Canada and $108.6 million was in Malaysia. The existing credit facility matures in August 2021. The next significant debt maturity is in 2022, when two notes with a combined $1.1 billion outstanding come due. FULL LIST OF RATING ACTIONS Murphy Oil Corporation - Long-term IDR upgraded to 'BB+' from 'BB'; - Unsecured credit facility affirmed at 'BBB-'/'RR1'; - Senior Unsecured Notes upgraded to 'BB+'/'RR4' from 'BB'/'RR4'. The Rating Outlook is Stable. NATOMA STATION: Taps W. Steven Shumway as Legal Counsel ------------------------------------------------------- Natoma Station Learning Center, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire the Law Office of W. Steven Shumway as its legal counsel. The firm will advise the Debtor regarding the administration of its bankruptcy estate; assist in the collection of outstanding accounts receivable, deposits or causes of action; represent the Debtor in suits filed in California state courts and those related to its Chapter 11 case; and provide other legal services. W. Steven Shumway, Esq., the attorney who will be handling the case, charges an hourly fee of $325. Paralegals charge $70 per hour. The Debtor paid the firm $1,717 for the filing fee. The firm neither holds nor represents any interest adverse to the Debtor and its estate, according to court filings. Shumway can be reached through: W. Steven Shumway, Esq. Law Office of W. Steven Shumway 3400 Douglas Blvd., Suite 250 Roseville, CA 95661 Phone: (916) 789-8821 Fax: (916) 789-2083 Email: sshumway@shumwaylaw.com About Natoma Station Learning Center Natoma Station Learning Center, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-25538) on Aug. 31, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Christopher M. Klein presides over the case. NATURE'S BOUNTY: Bank Debt Trades at 4% Off ------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 96.47 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.45 percentage points from the previous week. Nature's Bounty pays 350 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on September 30, 2024. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. NEOVASC INC: Reducer Granted FDA Breakthrough Device Designation ---------------------------------------------------------------- The U.S. Food and Drug Administration has granted Breakthrough Device designation to the Neovasc Reducer, a medical device for the treatment of refractory angina, which is not currently approved for commercial sale in the U.S. The FDA grants Breakthrough Device designation in order to expedite the development and review of a device that demonstrates compelling potential to provide a more effective treatment or diagnosis for life-threatening or irreversibly debilitating diseases. To qualify as a Breakthrough Device, there must either be no FDA approved treatments presently available, or the technology must offer significant advantages over existing approved alternatives. "We are pleased that the FDA has approved our request for Breakthrough Device designation for the Reducer. We will now start a process of further discussions and filings with the FDA, to obtain further guidance as to the regulatory pathway for entrance into the U.S. market. This designation supports our belief that this technology offers a significant benefit to patients suffering from refractory angina," commented Fred Colen, Neovasc's president and chief executive officer. "We look forward to working closely with FDA through this regulatory process." Refractory angina, resulting in continued symptoms despite maximal available medical therapy and without revascularization options, is estimated to affect 600,000 to 1.8 million Americans, with 50,000 to 100,000 new cases per year. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of June 30, 2018, Neovasc had US$23.88 million in total assets, US$28.04 million in total liabilities and a total deficit of US$4.15 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEWARK SPECIAL: Bank Seeks Approval of Cash Collateral Stipulation ------------------------------------------------------------------ Secured creditor State Bank of India (California) requests the United States Bankruptcy Court for the Central District of California to approve its Stipulation with the debtor Newark Special Technology Inc., erroneously identified on its bankruptcy petition as Newark Special Technologies Inc., regarding interim use of cash collateral. As of the Petition Date, the Debtor owed State Bank of India not less than $141,064 under the Loan. To secure repayment of the Loan, the Debtor granted the Bank a security interest in, among other property, its present and future inventory, accounts, fixtures, equipment and general intangibles and all proceeds and products thereof. The Stipulation authorizes the Debtor to use cash collateral solely for the purpose of paying, and in amounts not to exceed by more than 10%, the expenses listed in the budget from August 2, 2018 (Petition Date) through the earlier of November 30, 2018 or the date the Debtor's authorization to use cash collateral terminates in accordance with the Stipulation. The Budget provides total projected monthly expenses of approximately $39,548. The Stipulation provides for automatic termination of the Debtor's authorization to use cash collateral upon the Bankruptcy Court's entry of an order (1) converting this bankruptcy case to a case under chapter 7 of the Bankruptcy Code; (2) appointing a chapter 11 trustee in this bankruptcy case; or (3) granting relief from the automatic stay to State Bank of India or any other creditor with a security interest in the collateral. The Stipulation requires the Debtor to make $2,800 monthly payments to State Bank of India, for each month during which the Debtor is authorized to use cash collateral pursuant to the Stipulation. This is the current monthly payment owed to State Bank of India under the terms of the Forbearance and Modification Agreement entered into by and between State Bank of India, the Debtor and certain other parties. All payments will be applied to reduced, dollar for dollar, State Bank of India's allowed secured claim. The Stipulation grants State Bank of India a replacement lien on all assets to which State Bank of India's prepetition lien would have attached but for the filing of the Debtor's bankruptcy petition, with the replacement lien to have the same validity, priority and extent as the Bank's prepetition lien on the Debtor's assets. The Stipulation further requires the Debtor to: (a) permit State Bank of India and its agents to access and inspect the collateral; (b) keep the collateral insured as required under the Loan Documents and the U.S. Trustee guidelines; and (c) comply with all financial reporting requirements under the pre-petition loan documents. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/cacb18-18929-32.pdf About Newark Special Technologies Established in 1958, Newark Special Technologies, Inc., doing business as Magorien Honing and Hydraulics, is in the business of high precision I.D. contract honing. The Company has also incorporated an in-house division for deep hole gun drilling, trepanning and boring. The Company has recently merged with Modern Hydraulic Technology to offer efficient and economical solutions for building new hydraulic presses, modifying and repairing presses, and complete overhauling of presses and cylinders. Newark Special Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-18929) on Aug. 2, 2018. In the petition signed by Batuk Viradia, president, the Debtor disclosed $125,800 in total assets and $1,023,154 in total liabilities. Judge Neil W. Bason presides over the case. Joseph L. Pittera, Esq., at the Law Offices of Joseph L. Pittera, is the Debtor's counsel. NEXSTAR BROADCASTING: S&P Rates New $2.676BB Secured Debt 'BB+' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to Irving, Texas-based television broadcaster Nexstar Broadcasting Inc.'s proposed $2.676 billion senior secured credit facility, which consists of a $166 million revolving credit facility due 2023, a $853 million term loan A due 2023, and a $1.657 billion term loan B due 2024. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) of principal in the event of a payment default. The company will use all proceeds to repay a portion of existing senior secured debt. The transaction modestly improves Nexstar's financial flexibility and cash flow. The term loan A and revolver maturity will be extended by 15 months and interest expense will be reduced by about $7 million per year. S&P said, "We expect Nexstar's adjusted debt to average trailing-eight-quarter EBITDA to decline to the low- to mid-4x area by the end of 2018, unchanged by the transaction. We could raise our rating on Nexstar if we expect the company will adopt a more conservative financial policy and commits to consistently maintaining leverage below 4.5x. We view this as somewhat unlikely given our expectation for consolidation within the television broadcasting industry to continue in 2019, and that Nexstar will continue to be acquisitive. Given the importance of scale in the industry, competition for television stations is high and acquisition prices could well exceed 8x EBITDA." RATINGS LIST Nexstar Broadcasting Inc. Issuer Credit Rating BB-/Stable/-- New Rating Nexstar Broadcasting Inc. $166 mil. revolver due 2023 Senior Secured BB+ Recovery Rating 1 (95%) $853 mil. term loan A due 2023 Senior Secured BB+ Recovery Rating 1 (95%) $1.657 bil. term loan B due 2024 Senior Secured BB+ Recovery Rating 1 (95%) NMN HOLDINGS III: S&P Assigns 'B' Issuer Credit Rating ------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to CRT mobility solutions provider NMN Holdings III Corp. (Numotion). The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating to the company's proposed first-lien senior secured debt, which comprises a $50 million revolver, $330 million first-lien term loan, and $70 million delayed-draw first-lien term loan. The recovery rating is '3', indicating expectations of meaningful recovery (50%-70%; rounded estimate: 65%) in a payment default. The second-lien debt will not be rated. The ratings on Numotion reflect its limited size and narrow business focus in the relatively small and highly fragmented CRT market, meaningful revenue concentration with a single supplier, high leverage, thin free cash flow, and third-party reimbursement exposure. These risks are partially mitigated by the company's leading market position, meaningful competitive advantage provided by its large team of skilled assistive technology professionals (ATPs), and relatively predictable stream of recurring revenues coming from chair replacements and repairs. S&P said, "The stable outlook reflects our forecast of double-digit percentage revenue growth in 2018 and 2019, modest EBITDA margin expansion, steady reported FOCF of at least $10 million, and debt leverage greater than 5x under financial sponsor ownership. "We could lower our rating if the company's operating performance deteriorates from our base-case forecast, resulting in thin or negligible free cash flow generation. Such a scenario could encompass greater than expected pricing pressures from its wheelchair suppliers, a cut to reimbursement from government payers or billing-related complications resulting in 200 basis points EBITDA margin contraction and leading to free cash flow declining below $10 million. "We would consider raising the rating if Numotion decreases leverage to below 5x and we believe it would remain there on a sustained basis. We believe this scenario is highly unlikely considering the company's financial sponsor ownership." NOON MEDITERRANEAN: Daphne's Buying All Assets for $731K -------------------------------------------------------- Noon Mediterranean, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of substantially all assets to Daphne's, Inc. or its nominee for (i) $731,265 cash to pay creditors, expenses, fees and legal expenses; (ii) 2% of equity given to creditors in Daphne's; (ii) up to $100,000 in post-bankruptcy costs; and (iv) payment of October rent for all assumed locations, subject to higher and better offers. Shortly after its bankruptcy filing, the Debtor applied for authorization to employ Griffin Financial Group, LLC to serve as its investment banker. Griffin thoroughly canvassed the market for a transaction that would maximize the value of the Debtor's estate and marketed the Debtor's assets for sale. The Debtor's marketing efforts, assisted by Griffin, resulted in execution of the Term Sheet. Per the Term Sheet, the material terms of the proposed sale are: Purchaser: Daphne's, Inc, a Delaware Company Premises: 12 Noon locations Assets: Leases for all 12 locations to be assigned. All restaurant furniture, fixtures and equipment and inventory and restaurant supplies remaining on the Premises on the Possession Date (all to be detailed in a formal inventory) to be initialed by the parties; FF&E and Physical Inventory sold and delivered "as is." All intellectual property to include but not limited to domain names, trademarks, recipes, artwork, website, and any other IP belonging or affiliated with Noon Med . Consideration: (i) $731,265 cash to pay creditors, expenses, fees and legal expenses; (ii) 2% of equity given to creditors in Daphne's; (ii) up to $100,000 in post-bankruptcy costs; and (iv) payment of October rent for all assumed locations. The Debtor intends to file a copy of the proposed purchase agreement as soon as practicable, but no later than two business days prior to the hearing on the Motion. The proposed sale does not involve credit bidding. Through the Motion, the Debtor respectfully asks approval of the sale of the Purchased Assets to the Buyer free and clear of all liens, claims, interests and encumbrances pursuant to the Agreement. It has determined, in its business judgment, that the sale and assignment proposed is the most efficient and cost-effective way to liquidate the Purchased Assets, is fair and reasonable, and is in the best interests of its estate. In addition, the Debtor is also asking approval of the Assumption Procedures to facilitate the fair and orderly assumption and assignment of its executory contracts and unexpired leases in conjunction with any sale. As soon as reasonably practicable (but no later than the date the Agreement is filed with the Court), the Debtor proposes to file with the Court a schedule setting forth the contracts and/or leases proposed to be assumed and assigned, together with any cure amount(s) applicable to such contract, and serve the Assumption and Assignment/Cure Notice on each Contract Counterparty under each proposed Assumed and Assigned Contract. The objection must be actually received no later than the date/time of the hearing for approval of the sale. Finally, the Debtor asks that the Court waives the 14-day stay provided by Federal Rule of Bankruptcy Procedure 6004(h). A copy of the Term Sheet attached to the Motion is available for free at: http://bankrupt.com/misc/Noon_Mediterranean_77_Sales.pdf About Noon Mediterranean Established in 2011, Noon Mediterranean, Inc., owns and operates restaurants in Austin, Dallas, Houston, and San Antonio, Texas; and New York City. The company is headquartered in New York. Noon Mediterranean sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-11814) on Aug. 6, 2018. In the petition signed by Stefan Boyd, president and CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Brendan Linehan Shannon presides over the case. The Debtor tapped Ciardi Ciardi & Astin as its legal counsel. NORTHERN OIL: Crestview Partners Has 13.4% Stake as of Oct. 1 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Crestview Partners III GP, L.P., Crestview W2 Holdings, L.P., and W Energy Partners LLC disclosed that as of Oct. 1, 2018, they beneficially owned 51,476,961 shares of common stock, par value $0.001 per share, of Northern Oil & Gas, Inc., which represents 13.38 percent of the shares outstanding. W Energy Partners LLC is the parent of WR Operating LLC which initially acquired those shares of Common Stock and shortly thereafter distributed those shares of Common Stock to W Energy Partners LLC. Crestview Partners III GP, L.P. controls, indirectly through its affiliates, the general partner of Crestview W2 Holdings, L.P., which is a member of W Energy Partners LLC. Each of Crestview Partners III GP, L.P. and Crestview W2 Holdings, L.P. may be deemed to have beneficial ownership of the 51,476,961 shares of Common Stock directly owned by W Energy Partners LLC. A full-text copy of the regulatory filing is available at: https://is.gd/xDCxBt About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of June 30, 2018, Northern Oil had $883.08 million in total assets, $1.03 billion in total liabilities and a total stockholders' deficit of $147.8 million. NOVABAY PHARMACEUTICALS: Hikes CFO's Annual Salary to $370,000 -------------------------------------------------------------- The Board of Directors of NovaBay Pharmaceuticals (i) approved an increase of Mr. John J. McGovern's base salary to $370,000 per annum, effective Oct. 1, 2018, and (ii) granted Mr. McGovern 250,000 non-qualified stock options under the Company's 2017 Omnibus Incentive Plan, effective Oct. 9, 2018, both in consideration of his additional new positions as the interim president and chief executive officer of the Company. The exercise price of the stock options are $1.45 per share, the closing price of the Company's common stock on the NYSE American on the grant date. Those stock options will vest quarterly over four years beginning on the grant date. Effective Sept. 28, 2018, Mark M. Sieczkarek's positions as the president and chief executive officer of the Company terminated upon the appointment of Mr. McGovern, the Company's chief financial officer and treasurer, to also serve as interim president and chief executive officer. Mr. Sieczkarek will remain as Chairman of the Company's Board of Directors. A description of Mr. McGovern's compensatory arrangement with the Company in connection with his position as the chief financial officer and treasurer, which included a base salary of $298,000 per annum effective July 17, 2017, is disclosed in the Company's Proxy Statement on Schedule 14A filed with the SEC on April 18, 2018. On Oct. 9, 2018, upon recommendation by the Compensation Committee of the Board, the Board approved amending the Non-Employee Director Compensation Plan for the 2018 fiscal year, effective Oct. 1, 2018, to include cash compensation for a non-employee Chairman of the Board in the amount of $52,000 per annum, in addition to the base cash compensation for a non-employee director in the amount of $30,000 per annum. Since Mr. Sieczkarek remains as the Chairman of the Board but is no longer an employee of the Company, he is now entitled to the cash compensation of $82,000 per annum and the other compensation under the Amended Plan. About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $7.40 million in 2017, a net loss and comprehensive loss of $13.15 million in 2016, and a net loss and comprehensive loss of $18.97 million in 2015. As of June 30, 2018, Novabay had $11.70 million in total assets, $4.27 million in total liabilities and $7.42 million in total stockholders' equity. As of June 30, 2018, the Company's cash and cash equivalents were $6.8 million, compared to $3.2 million as of Dec. 31, 2017. The Company has sustained operating losses for the majority of its corporate history and expects that its 2018 expenses will exceed its 2018 revenues, as the Company continues to re-invest in its Avenova commercialization efforts. The Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. OPTICAL HOLDINGS: Taps Jackson Lewis as Special Counsel ------------------------------------------------------- Optical Holdings of Puerto Rico, LLC and OHI of Puerto Rico LLC seek approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Jackson Lewis, LLC as special counsel. The firm will provide the Debtors with legal advice on labor matters. Jackson Lewis will charge these hourly rates: Members $285 Of Counsel $285 Associates $195 Paralegal $120 Juan Felipe Santos, Esq., managing principal and litigation manager at Jackson Lewis, disclosed in a court filing that the firm and its attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Juan Felipe Santos, Esq. Jackson Lewis, LLC American International Plaza 250 Munoz Rivera Avenue, Suite 404 San Juan, PR 00918 Phone: 787-522-7305 / 787-522-7315 Fax: 787-522-7306 Email: Juan.Santos@jacksonlewis.com About Optical Holdings of Puerto Rico Optical Holdings of Puerto Rico, LLC, owns health and personal care stores. OHI of Puerto Rico, LLC is an eyewear supplier in Springfield, New Jersey. Optical Holdings and OHI sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case Nos. 18-29070 and 18-29071) on Sept. 25, 2018. At the time of the filing, Optical Holdings estimated assets of less than $50,000 and liabilities of $1 million to $10 million. OHI estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Stacey L. Meisel presides over the cases. The Debtors tapped Greenberg Traurig LLP as their legal counsel. OUTCOMES GROUP: Moody's Assigns B3 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default rating to Outcomes Group Holdings, Inc., parent company of Paradigm Acquisition Corp. . Moody's also assigned a B2 rating to the company's proposed first lien senior secured credit facilities, and a Caa2 rating to the company's second lien senior secured term loan. The proceeds from the credit facilities, along with an equity contribution from Ontario Municipal Employees Retirement System will fund the buyout of the company from the current owner, Summit Partner, L.P. and pay transaction fees and expenses. The rating outlook is stable. All ratings are subject to review of final documentation. At the close of the transaction, Moody's will withdraw all existing ratings at Paradigm Acquisition Corp. Moody's assigned the following ratings: Outcomes Group Holdings, Inc. Corporate Family Rating, at B3 Probability of Default Rating, at B3-PD $50 million senior secured first lien revolving credit facility, at B2 (LGD3) $450 million senior secured first lien term loan, at B2 (LGD3) $155 million senior secured second lien term loan, at Caa2 (LGD5) The rating outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating reflects Paradigm's high financial leverage following the leveraged buyout. Moody's anticipates pro forma debt/EBITDA of around 7.5x. The rating also reflects the company's modest absolute size based on revenues, and relatively high customer concentration within the niche sub-segment of the worker's compensation case management industry. With pro forma revenues of $621 million (LTM as of June 30, 2018), Paradigm's scale is modest when compared to its customers, which are mostly insurance companies and large third-party administrators (TPAs). The rating is supported by the company's leading market position, high barriers to entry and solid earnings growth prospects as it expands its service offerings. Further, Paradigm has a good track record of organic revenue growth and managing the underwriting risk within its contracts. Moody's anticipates that the company will generate solid free cash flow despite its very high debt/EBITDA. The stable outlook incorporates Moody's expectation that the company has healthy earnings growth prospects but that debt will also likely increase to fund acquisitions and shareholder dividends. The ratings could be downgraded if the company's operating performance deteriorates, if it becomes increasingly aggressive with respect to dividends or acquisitions or if liquidity weakens. Ratings could also be downgraded if free cash flow turns negative, or if the company is unable to reduce debt to EBITDA towards 7.0x over the next 12-18 months. The ratings could be upgraded if the company achieves greater scale and customer diversification. Further, if the company uses free cash flow to repay debt or earnings grow such that debt to EBITDA is sustained around 6.0x, Moody's could upgrade the ratings. Paradigm is the leading nationwide provider of outsourced catastrophic worker's compensation case management services for insurance companies and self-insured employers. The company's product offerings include acute and ongoing catastrophic, and case management services for traumatic brain injuries, spinal cord injuries, amputations, burns, wounds, and chronic pain. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. OUTCOMES GROUP: S&P Assigns B Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to Outcomes Group Holdings Inc. (Paradigm). The outlook is stable. S&P said, "At the same time, we assigned our 'B' debt rating to Paradigm's planned $50 million five-year first-lien revolver and $450 million seven-year first-lien term loan. The recovery ratings on the first-lien credit facilities are '3', reflecting our expectation for meaningful recovery (50%-70%, rounded estimate: 60%) in the event of a payment default. We also assigned our 'CCC+' debt rating to the planned $155 million eight-year second-lien term loan. The recovery rating on the second-lien term loan is '6', reflecting our expectation of negligible (0%) recovery in the event of payment default." The rating action follows OMER Private Equity's announced acquisition of a majority stake in Paradigm Outcomes (joining existing owners Summit Partners and management--which will retain minority stakes). The new holding company Outcomes Group Holdings Inc. (Paradigm) will issue $605 million in funded debt to effectuate the transaction. This will result in adjusted leverage of 7.1x (pro forma as of June 30, 2018, including S&P's adjustments), which it expects Paradigm to lower to 6.25x-6.75x in 2019 based on reported EBITDA growth of at least 10% and required first-lien debt amortization. S&P expects EBITDA interest coverage of 2x in 2019. S&P said, "The stable outlook reflects our view that Paradigm's expanded product portfolio and client base, combined with a supportive employment environment, should drive strong revenue growth in 2018-2019. This could offset relatively stagnant WC claims volumes industrywide in recent years. We expect Paradigm's EBITDA margin in its core "outcomes" product to remain relatively stable due to its historically conservative underwriting standards. But we expect its overall EBITDA margin to decrease slightly as it boosts lower-margin products/services. We expect adjusted leverage of 6.25x-6.75x and EBITDA interest coverage of 2x in 2019. The company's deleveraging pace will depend on its use of projected free cash flows for debt reduction, acquisitions, and and/or shareholder dividends. "We could lower our ratings in 2018-2019 if Paradigm raises additional debt and/or suffers sustained business losses causing adjusted leverage to remain above 7x or EBITDA interest coverage to fall below 2x on a sustained basis. This could result from the unexpected loss of multiple key clients, higher-than-expected medical costs, and/or acquisition execution issues. Flat to negative revenue growth coupled with an EBITDA margin decline of 1%-2% would likely result in adjusted leverage of at least 7x. We would also consider a downgrade if liquidity becomes constrained so that we expect liquidity cash sources to fall to less than 1.2x of expected uses." An upgrade is unlikely in 2018-2019 based on Paradigm's long-term financial policies stemming from its private-equity ownership, which make sustained deleveraging unlikely. S&P could raise the ratings if Paradigm substantially grows, diversify its business profitably, and lower leverage to less than 5x on a sustained basis; or if it substantially improved client concentrations. OWENS & MINOR: Bank Debt Trades at 6% Off ----------------------------------------- Participations in a syndicated loan under which Owens & Minor Inc. is a borrower traded in the secondary market at 94.42 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.91 percentage points from the previous week. Owens & Minor pays 450 basis points above LIBOR to borrow under the $500 million facility. The bank loan matures on May 9, 2025. Moody's rates the loan 'B1' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. PAN AMERICA: Fitch Affirms 'B+/BB' Issuer Default Ratings --------------------------------------------------------- Fitch Ratings has affirmed Pan American Energy's Long-Term Foreign Currency Issuer Default Rating at 'B+' and Long-Term Local Currency IDR at 'BB'. The Rating Outlook is Stable. PAE's strong business position, large reserves base, low leverage and strong operating performance support its ratings. The Foreign Currency IDR, one-notch higher than Argentina's country ceiling, is supported by the company's reliable and strong cash flow generation, high level of dollar-denominated export revenues relative to total debt, strong parent ownership, and a good track record of payment during stressed sovereign scenarios. PAE has ample liquidity and proven access to financial markets. PAE's ratings are constrained by its exposure to political interference in Argentina, and has endured a volatile domestic business environment and inflationary pressure on its cost structures. The 'BB-'/'RR3' ratings on the USD500 million senior unsecured notes due in 2021 are one notch above PAE's Foreign Currency IDR and reflect expected above-average recovery for creditors, given a default. Although a bespoke recovery analysis yields a higher than 70% recovery, given a default, Fitch's Country-Specific Treatment of Recovery Ratings Criteria allows for a one notch uplift for recovery whenever there is a two notch rating differential between a company's Foreign Currency and Local Currency ratings. In instances when the difference between the Foreign Currency and Local Currency rating is one notch, or less, Argentine corporates would be capped at an average recovery rating (RR) of 'RR4', which is in the range of 31% to 50%. KEY RATING DRIVERS Integrated Business Position: The merger of PAE and Axion Energy formulated the largest private integrated energy company in Argentina with revenues outside of Argentina. PAE's upstream business is the largest private Oil & Gas Company in Argentina, and the largest private entity with 20% market share in oil production and 16% in gas production in Argentina. In 2017, Axion was the third largest refiner in Argentina with a 15% market share with 90 thousand barrels a day of refining capacity located in Campana within the Buenos Aires province. Prior to the merger, Axion on average contribute to 50% of PAE's oil sales. With the acquisition, Fitch believes PAE is poised to realize economies of scale as an integrated energy company, as it continues with Axion's expansion of its Campana refinery to 130,000 barrels day.. Solid Production Profile: As Fitch expected, the company's production continues to remain stable despite a double-digit inflation rate and a difficult economic climate in Argentina, even though average production remained flat year over year in 2017 to 229.7 thousands boed, evenly split between oil and gas production. As of year-end 2017, gas comprised 54% of sales, slightly edging oil. From 2015 to 2017, PAE's reserve replacement ratio was 104%. Strong Hydrocarbon Reserves: Fitch believes PAE has a strong reserve life of 17.3 years, providing ample flexibility to adjust capex investment. As of YE 2017, PAE reported 1,562 million of boe in 1P reserves, 63% of which is oil. PAE has a strong concession life. The company's Golfo San Jorge basin, Cerro Dragon, accounted for 86.2% of its total oil production, 26% of gas production and 72% of reserves. Operating concessions expire in 2046 - 2047. Financial Strength and Capital Structure: PAE's ratings reflect the company's robust metrics and Fitch's expectations for moderate leverage during the next three years despite increased capex needs. In YE 2017, PAE's EBITDA decreased slightly to USD1.5 billion from USD2.1 billion in 2016, representing a 2017 EBITDA margins that is 49% down from 56.2%. The nearly 30% decrease in EBITDA reflects the 18% decrease in revenues due to the total decrease in production of 5% and decrease of 24% for realized oil prices. PAE's capital structure remains strong, even after the merger of Axion Energy, when it absorbed USD750 million of additional debt, resulting in a pro forma gross leverage defined as total debt to EBITDA for 2017 of 1.3x, a moderate increase from PAE's stand-alone gross leverage of 1.1x during the same time period. As of December 2017, PAE was Argentina's largest proved reserves holder, with oil and gas reserves of 1.562 billion barrels of oil equivalent (boe), of which 63% is oil, equivalent to 17.3 years of production (24 years for oil, 11.4 years for natural gas and 17.3 years of oil + gas). PAE's leverage, including Axion's debt, is low at approximately USD1.34 of debt/barrel (bbl) of proved reserves in 2017, up from USD1.09 of debt/barrel (bbl) of proved reserves in 2016. The company historically increased reserves and production volumes sustainably, despite operating in a challenging environment. Exposure to Government Interference: The Argentine government has a history of significant interference in the oil and gas sector, as reflected by the regulations related to investment levels in the oil and gas sector and domestic price references. The government's unorthodox economic policies and continued intervention in the different aspects of the economy remains a key consideration when assessing Argentine corporates. For example, in July of 2018, the Argentine government attempted to formulate and agreement with top upstream and downstream company's in Argentina to temporarily introduce price controls. As an integrated energy company, PAE has the flexibility to adjust its refinery production levels and increase either domestic or export oil sales as a hedge against government interference. Strong Ownership: PAE is a 50/50 strategic alliance between BP plc (A/Stable) and BC Energy Investments Corp. (BC) formerly known as Bridas Corporation. BC is also a 50/50 joint venture between Argentine Bridas Energy Holding Ltd. and China National Offshore Oil Corporation International Ltd, a wholly owned subsidiary of CNOOC Limited (CNOOC; Long-Term IDR: A+/Stable). Prior to the merger, Bridas owned 100% of Axion Energy. PAE's strong ownership does not have direct impact on its credit rating, but given both company's strong track record and scale, Fitch does consider its shareholders will support the company if it is needed. DERIVATION SUMMARY Pan American Energy's (PAE) Foreign Currency IDR (FC IDR) continues to be constrained by the Argentine Country Ceiling at 'B'; however, its medium production size of 229.7 thousands of boed and strong reserve life of 17.3 years compares favorably to other 'BB' rated oil and gas E&P producers. These peers include Tecpetrol Internacional (BB+/Stable) with production of 130 thousands of boed, Murphy Oil Corporation (BB/Stable) with 171 thousands of boed and YPF SA (B/Stable) with 475 thousands of boed. Further, PAE reported 1,562 million boe of 1P reserves at the end of 2017 equating to a reserve life of 17.3 years, higher than Murphy Oil's at 11.2 years and Tecpetrol's with 10.4 years. Fitch expects the company will be able to maintain its strong reserve life. PAE's capital structure remained strong in year-end 2017. As of LTM 2Q18, the company's gross leverage measured by total debt to LTM EBITDA is 1.3x, slightly up from 1.1x in year-end 2017 due to the acquisition of Axion Energy. Fitch estimates its 2019 gross leverage to be 1.7x in line with Tecpetrol (1.1x) and slightly better than Murphy Oil (2.3x) and YPF (2.1x). On debt to 1P reserve basis, Fitch estimates PAE's Debt as of 2Q18 to YE2017 1P reserves as USD1.58 boe compared to Tecpetrol (USD2.67boe), Murphy Oil (USD4.01boe) and YPF (USD10.49boe). PAE operates in a lower operating environment, which is a constraining factor for its ratings, but received a one notch uplift from the country ceiling due to its cash flows from export revenues and cash flows from abroad. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch's Rating Case for the Issuer - Upstream production growth in the low single-digit percentage level per year - An average Refinery utilization capacity rate of 83% in 2019 through 2021; - Improved refinery production capacity at La Campana project with expansion project completed in 2019. - Long-term energy prices converge with world prices over the next five years; - EBITDA margins expected to remain at an average of 50% for the next three years - Annual Capex going forward consistent with 2016 capex cut of approximately USD1 billion; - Dividends to average 75% of net income from 2018 through 2021; - Gross leverage metrics in the 1.0x to 1.7x range in the short to medium term. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - An upgrade of Argentina's ratings and country ceilings may result in a positive rating action; - Improved diversification of cash flows outside of Argentina adequately covering debt service by 1.5x or more for a time period of greater than 18 months could reflect in an upgrade. Developments That May, Individually or Collectively, Lead to Negative Rating Action - PAE's ratings could be negatively affected by a deterioration of Argentina's credit quality combined with a material increase in the government's interference in the sector. An increase in leverage above 3.5x coupled with a decrease in interest coverage below 4.5x could also negatively affect ratings. LIQUIDITY Strong Liquidity: PAME's total cash and equivalents amounted to approximately USD200 million as of June 30, 2018, which is approximately 30% of short-term debt totalling USD660 million. Given the company's strong operational track record along with strong parent company support, Fitch does not anticipate any difficulties for the company in tapping local and international debt markets in order to refinance short-term debt. FULL LIST OF RATING ACTIONS Pan American Energy LLC. -- Long-Term Foreign Currency IDR at 'B+'; Outlook Stable; -- Long-Term Local Currency IDR at 'BB'; Outlook Stable; Pan American Energy LLC Sucursal Argentina's (PAME) -- Senior unsecured notes due 2021 at 'BB-'/'RR3.' PARKLAND FUEL: Moody's Affirms 'Ba3' CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Parkland Fuel Corporation's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating (PDR), B1 senior unsecured notes rating and downgraded the Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook remains stable. The affirmation of Parkland's ratings follows its announcement of an agreement to acquire 75% of SOL Investments Limited and its subsidiaries (collectively, SOL) for a total consideration of about C$1.6 billion. SOL, a privately-held company, is the largest integrated fuel marketer in the Caribbean. The purchase will be funded with about C$1.1 billion in debt and about C$500 million of Parkland equity issued to SOL Ownership of the remaining 25% of SOL will be exercisable as early as mid-2021 through a put/call agreement under which Parkland may elect to acquire SOL or SOL may elect to sell its remaining stake to Parkland. Downgrades: Issuer: Parkland Fuel Corporation Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Outlook Actions: Issuer: Parkland Fuel Corporation Outlook, Remains Stable Affirmations: Issuer: Parkland Fuel Corporation Probability of Default Rating, Affirmed Ba3-PD Corporate Family Rating, Affirmed Ba3 Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5 from LGD4) RATINGS RATIONALE Pro forma for the proposed transaction, Parkland's (Ba3 stable) credit profile benefits from: (1) a strong market presence as the largest fuel marketer in both Canada and the Caribbean supported by good brand recognition; (2) established supply channels in key geographies providing competitive advantages in sourcing products and creating barriers to entry; (3) geographic diversification, with about 25% of EBITDA generated outside of Canada; (4) positive free cash flow growing to above C$200 million annually in 2019 and 2020 and; 5) pro-forma adjusted debt/EBITDA leverage that is expected to remain below 4x. Constraints to Parkland's pro forma credit profile include: (1) an aggressive acquisition strategy involving periodically elevated leverage and substantial integration and execution risks with a developing track record for large-scale transactions; (2) exposure to multiple new operational, geo-political and regulatory risks following the acquisition of the Caribbean business; (3) volatility tied to cash flows from the refinery operation as well as trading activities (involving the purchase, sale and storage of fuel products); and (4) weak short-term liquidity caused by the use of term facilities that need to be refinanced. Parkland's acquisition of SOL is credit negative. Integrating the large-scale Caribbean operation in a region where Parkland has no prior experience involves ongoing operational, regulatory and geopolitical volatility spanning more than 20 countries. However, Parkland's closely aligned business model and management's industry expertise should to some extent limit execution risk. Although geographic diversification into the Caribbean increases exposure to long-term business risks inherent with the region; the acquisition will enhance Parkland's scale and cash flow substantially. Parkland's Ba3 rating is positioned to capture the ongoing risks associated with its aggressive acquisition strategy and reflects its expectation that the company will manage growth within the publically stated target leverage of between 2.0-3.5x. Parkland's liquidity is weak (SGL-4) because it is dependent on two term facilities. The company needs to refinance or extend the maturity dates of these facilities, which it intends to do, prior to the closing of the transaction. The company currently has two revolving credit facilities for C$500 million and US$50 million with C$345 million outstanding as of June 2018 and these facilities mature in 2021. Financing for the acquisition is comprised of a US$250 million (C$325 million) term loan, a C$300 million term facility and a draw of C$468 million on a senior secured term facility. The stable outlook reflects its expectation that leverage will remain under 4.0x and free cash flow will remain positive while integration of the new Caribbean business is executed smoothly and that adequate liquidity is restored with a replacement of short term financing for the acquisitions with longer-dated debt. The ratings could be upgraded if Parkland successfully integrates its recent acquisitions while sustaining debt/EBITDA below 3.5x (pro-forma 3.8x for Dec-2018) while maintaining adequate liquidity. The ratings could be downgraded if Parkland sustains debt/EBITDA above 4.5x (pro-forma 3.8x for Dec-2018) or if liquidity is not restored to adequate in a timely manner. Parkland Fuel Corporation, headquartered in Calgary, Alberta, is the largest marketer of fuel and petroleum products in Canada and owner of the Burnaby refinery in Vancouver. The company is also a retailor and distributor of refined petroleum products across eight states in the US. Following the acquisition of 75% of Sol Investments Limited, Parkland will also become the largest, and vertically integrated, fuel marketer in the Caribbean, with shipping and distribution infrastructure throughout the region. Revenue for the twelve months as of June 2018 was C$13 billion. PARKLAND FUEL: S&P Hikes Issuer Credit Rating to BB, Outlook Stable ------------------------------------------------------------------- Alta.-based independent fuel marketer Parkland Fuel Corp. announced its acquisition of a 75% interest in Caribbean-based SOL Investments Ltd., including working capital, for approximately C$1.6 billion. Pro forma the transaction, Parkland will generate about C$1 billion EBITDA annually. As a result, S&P Global Ratings raised its issuer credit rating on Parkland to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P Global Ratings raised its issue-level rating on the company's unsecured debt to 'BB' from 'BB-', and revised its recovery rating on the debt to '4' from '3' reflecting higher amounts of priority-debt on a pro forma basis. A '4' recovery rating indicates our expectation of average (30%-50%; rounded estimate 45%) recovery in default. S&P Global Ratings also assigned its 'BBB-' issue-level rating and '1' recovery rating to Parkland's secured debt comprising a C$1.4 billion bank debt and a US$250 million term loan. A '1' recovery rating represents our expectation of very high (90%-100%, rounded estimate 95%) recovery in a default scenario. S&P's recovery analysis assumes any bridge financing that the company assumes to backstop the transaction is refinanced with unsecured debt within the next couple of months. The company plans to fund the acquisition through C$518 million of equity and the rest with debt. Pro forma the acquisition closing, we expect Parkland to have about C$1.2 billion of secured debt and about C$2.2 billion of unsecured debt obligations, including about C$300 million of new unsecured debt. S&P said, "The stable outlook reflects our view that, given Parkland's success in integrating acquisitions, there is limited execution risk in the company integrating the SOL transaction and generating the synergies as expected. Even though the transaction would elevate Parkland's adjusted debt-to-EBITDA ratio to about 4x, we view this to be temporary and expect metrics would reduce to below 4x within 12 months of the acquisition. Absent any large acquisitions, we would expect Parkland's run-rate adjusted debt-to-EBITDA be in the mid-to-high 3x area. "We could lower the rating in the next two years if Parkland's earnings are lower than expected or the company faces challenges that push adjusted debt-to-EBITDA above 4x, with poor prospects for improving. Macroeconomic headwinds could reduce both c-store traffic and miles driven that would pressure Parkland's absolute EBITDA and thus weaken leverage measures. We could, however, tolerate pro forma adjusted debt-to-EBITDA of up to 4.5x on large acquisitions, provided the company commits to deleveraging to the high 3.0x area within 12 months of the transaction. "We do not expect any positive action in the near term given Parkland's business risk profile and debt-financed acquisition strategy. However, if the company improves and sustains adjusted debt-to-EBITDA below 3x with management's commitment to keeping it at that level including acquisitions, we could consider a positive action." PATRIOT COAL: Court Dismisses BDCF Suit and VCLF Countersuit ------------------------------------------------------------ Bankruptcy Judge Keith L. Phillips dismissed the case captioned Black Diamond Commercial Finance, LLC, Plaintiff, v. Virginia Conservation Legacy Fund, Inc., and ERP Compliant Fuels, Inc., Defendants. Virginia Conservation Legacy Fund, Inc., and ERP Compliant Fuels, Inc., Counter-Claimants, v. Black Diamond Commercial Finance, LLC, Counter-Defendant, Adv. Proc. No. 16-03105-KLP (Bank. E.D. Va.). VCLF's counterclaim is also dismissed. In October 2015, plaintiff Black Diamond Commercial Finance, LLC brought the action for breach of contract against defendants Virginia Conservation Legacy Fund, Inc., and its affiliate, ERP Compliant Fuels, LLC in New York state court. Black Diamond alleges that the Defendants breached the parties' contract in which Black Diamond agreed to provide VCLF with exclusive financing to be used for working capital and specified fees in connection with VCLF's purchase of certain assets from Patriot Coal Corporation and its affiliated corporations then debtors-in-possession in consolidated chapter 11 cases filed in this Court. The Defendants filed a counterclaim, alleging that it was Black Diamond that breached the contract, excusing the Defendants' performance thereunder and entitling them to damages. The parties entered into a contract that, in essence, created a partnership that would enable VCLF to acquire certain assets from Patriot with the financial assistance of Black Diamond. In exchange for providing the financing, Black Diamond was to receive an ownership interest in the assets being acquired. The parties agreed that if the transaction did not occur because Patriot received a better offer, then they would split the breakup fee to which VCLF would be entitled as the stalking horse. In addition, VCLF agreed that it would not seek a replacement for Black Diamond. This understanding was incorporated into the Commitment Letter. VCLF was not outbid; however, due primarily to the needs of Patriot, the transaction upon which the Commitment Letter was based changed to the substantial detriment of VCLF. Despite the increased challenges, VCLF, seeking to fulfill its altruistic mission, chose to move forward with the acquisition. However, Black Diamond, also acting true to its purpose, was unwilling to offer the same financing terms in connection with the less attractive investment opportunity and, under the provisions of the Commitment Letter, was not obligated to do so. The parties attempted to negotiate mutually acceptable modifications to the Commitment Letter but were unable to do so. As a result, the Commitment Letter terminated, with neither party remaining obligated to the other. VCLF completed the transaction without Black Diamond but was only able to do so with the assistance of Patriot and the UMWA. Black Diamond was not involved and contributed nothing in connection with VCLF's purchase. Black Diamond contends that the parties agreed that in exchange for Black Diamond's delivering the commitment for a loan that it ultimately chose not to make, Black Diamond is entitled to an ownership interest in the assets acquired by VCLF; i.e., that its entitled to the benefits of the partnership that it rejected. There is no evidence that VCLF agreed to this. More importantly, the Commitment Letter, which was drafted by Black Diamond's attorney, does not make this clear; on the contrary, it specifies consideration for delivering the commitment that does not include an interest in the assets being acquired. In short, under the facts of this case and the language of the contract, Black Diamond is not entitled to an ownership interest in the acquired assets or anything else. In sum, Black Diamond had the burden of proving that VCLF breached the Commitment Letter. It has failed to meet that burden. Neither has VCLF met its burden of proving that Black Diamond breached the Commitment Letter. As a result of the changes to the VCLF-Patriot transaction, Black Diamond was no longer obligated to provide the financing described in the Commitment Letter. Under the terms of the Commitment Letter, Black Diamond was allowed to walk away from the transaction, and that is what it chose to do. The Court concludes that neither party violated the terms of the contract at issue and neither party is entitled to damages. Accordingly, the Court dismisses both Black Diamond's complaint and VCLF's counterclaim. A full-text copy of the Court's Memorandum Opinion dated Sept. 28, 2018 is available at https://bit.ly/2OoeHPu from Leagle.com. Black Diamond Commercial Finance, LLC, Plaintiff, represented by Dianne F. Coffino -- dcoffino@cov.com -- Covington & Burling LLP, Dion W. Hayes -- dhayes@mcguirewoods.com -- McGuireWoods LLP, John H. Maddock, III -- jmaddock@mcguirewoods.com -- McGuireWoods LLP, C. William Phillips -- cphillips@cov.com -- Covington & Burling LLP & David Zorian Pinsky -- dpinksy@cov.com -- Covington & Burling LLP. Virginia Conservation Legacy Fund, Inc., Defendant, represented by Patrick J. Potter, Pillsbury Winthrop Shaw Pittman LLP, Joshua I. Schlenger, Pillsbury Winthrop Shaw Pittman LLP, William Michael Sullivan, Jr., Pillsbury Winthrop Shaw Pittman LLP & Andrew M. Troop , Pillsbury Winthrop Shaw Pittman LLP. ERP Compliant Fuels, LLC, Defendant, represented by Patrick J. Potter -- patrick.potter@pillsburylaw.com -- Pillsbury Winthrop Shaw Pittman LLP, Joshua I. Schlenger -- Joshua.schlenger@pillsburylaw.com -- Pillsbury Winthrop Shaw Pittman LLP, William Michael Sullivan, Jr., Pillsbury Winthrop Shaw Pittman LLP & Andrew M. Troop, Pillsbury Winthrop Shaw Pittman LLP. ERP Compliant Fuels, LLC & Virginia Conservation Legacy Fund, Inc., Counter-Claimants, represented by Patrick J. Potter, Pillsbury Winthrop Shaw Pittman LLP. Black Diamond Commercial Finance, LLC, Counter-Defendant, represented by Dianne F. Coffino, Covington & Burling LLP, Dion W. Hayes, McGuireWoods LLP & John H. Maddock, III, McGuireWoods LLP. PEDRO'S OF MADISON: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Pedro's of Madison, Inc. as of Oct. 10, according to a court docket. About Pedro's of Madison Pedro's of Madison, Inc., is a privately held company in Madison, Wisconsin, that operates restaurants. It is a family-friendly restaurant serving Mexican fare & margaritas in a fiesta-themed setting. Pedro's of Madison sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 18-13142) on Sept. 14, 2018. In the petition signed by James C. Martine, president/sole shareholder, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Catherine J. Furay presides over the case. Eliza M. Reyes, Esq., at Krekeler Strother, S.C. is the Debtor's counsel. PETCO ANIMAL: Bank Debt Trades at 19% Off ----------------------------------------- Participations in a syndicated loan under which Petco Animal Supplies Inc. is a borrower traded in the secondary market at 80.69 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 6.31 percentage points from the previous week. Petco Animal pays 325 basis points above LIBOR to borrow under the $2.506 billion facility. The bank loan matures on January 26, 2023. Moody's rates the loan 'B2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. PETERSON PRODUCE: Taps Galloway Wettermark as Legal Counsel ----------------------------------------------------------- Peterson Produce, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Galloway, Wettermark & Rutens, LLP, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; prosecute actions to protect its interest; and provide other legal services related to its Chapter 11 case. Robert Galloway, Esq., is the primary attorney at Galloway Wettermark who will handling the case. Mr. Galloway and his firm do not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Robert M. Galloway, Esq. Galloway, Wettermark & Rutens, LLP 3263 Cottage Hill Road P.O. Box 16629 Mobile, AL 36616-0629 Tel: 251-476-4493 Email: bgalloway@gallowayllp.com Peterson Produce Inc. Peterson Produce, Inc., is a privately-held trucking company in Summerdale, Alabama. Peterson Produce sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 18-03976) on Oct. 1, 2018. In the petition signed by Paul A. Peterson, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Henry A. Callaway presides over the case. POST HOLDINGS: Egan-Jones Hikes Senior Unsecured Ratings to B ------------------------------------------------------------- Egan-Jones Ratings Company, on October 1, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Post Holdings, Inc. to B from B-. Post Holdings, Inc. is a consumer packaged goods holding company headquartered in the suburban St. Louis community of Brentwood, Missouri. It operates in the center-of-the-store, foodservice, food ingredient, refrigerated, active nutrition and private label categories. PRECISION DRILLING: Fitch Revises Outlook on B+ LT IDR to Positive ------------------------------------------------------------------ Fitch Ratings has affirmed Precision Drilling Corporation's (NYSE: PDS/TSE: PD) Long-Term Issuer Default Rating at 'B+' following the announcement that Precision has entered into an agreement to acquire Trinidad Drilling Limited (TSE: TDG). The Rating Outlook has been revised to Positive from Stable. The Positive Outlook reflects the credit accretive nature of the proposed acquisition, which improves asset quality, increases scale and U.S. exposure, and further supports forecasted positive free cash flow and lower leverage metrics over the next few years. The Outlook is expected to be resolved upon the successful execution and integration of Trinidad, as well as a demonstrated track record of stable-to-improving utilization rates, rig margins, FCF, and leverage metrics. Precision's ratings consider the improved, albeit levelling, Canadian and U.S. rig counts, favourable asset quality characteristics for its working rigs, and forecasted positive free cash flow (FCF), providing an opportunity for gross debt reduction. These factors are offset by lower than expected recent Canadian rig activity and leverage that is at the high end of the rating range. However, Fitch anticipates debt will be reduced over time. KEY RATING DRIVERS Pending Trinidad Acquisition: Precision's pending agreement to acquire Trinidad stipulates that the company will acquire all of Trinidad's shares on the basis of 0.445 common shares of Precision for each outstanding share of Trinidad. At the close of the transaction, holders of Trinidad shares will own approximately 29% of Precision. Precision will also assume $477 million in Trinidad net debt based on June 30, 2018 financial statements of Trinidad. The transaction is valued at approximately $1,028 million, or a EV/EBITDA multiple of 7.6x based on Trinidad's LTM June 2018 EBITDA of $134 million. Management believes there are $30 million of synergies in the transaction. Trinidad's fleet of 141 drilling rigs includes 61 high spec AC rigs that are well aligned for fleet integration. Precision has identified 50 rigs in the combined fleet intended as assets for sale. After the rig sale, Precision will have over 200 active rigs and 322 total rigs, and would become the third largest driller in the U.S. The transaction is expected to be completed in late 2018. In August, prior to the transaction announcement with Precision, Trinidad rejected a hostile takeover bid from Ensign Energy Services. Leading Share in Canada: Precision has a leading market share in Canada with ~25% of the active rigs. Similar to the U.S., Precision has seen significant improvement in rig counts; however, the Canadian rig market is seasonally cyclical with peak activity typically between January and March. Precision's higher-spec Super Triple rigs face competition from cheaper lower-spec heavy tele-doubles that are operationally competitive in shallower geologies (e.g., Montney, Duvernay, heavy oil). This relative operational substitutability, as well as the surplus of tele-doubles, has placed a soft-cap on higher-spec day rates. Precision also has a fleet of 210 service rigs that provide completion and production (C&P) services mainly across Canada. The C&P services division realized roughly breakeven results in 2016 and 2017, and although there has been a material pickup in activity, Fitch expects the segment to contribute minimal EBITDA going forward. U.S. Levelling, Structural Risk: Precision has experienced a strong uptick in U.S. Lower 48 rig activity, consistent with the average U.S. rig count, but continued rig efficiency gains are increasing the risk that the U.S. rig count may be structurally lower over the medium- to long term (see Fitch's: E&Ps Stay Disciplined, Permian Producers Untroubled, dated October 2018). Fitch believe the company's "Super Triple" rigs, in conjunction with ancillary technological offerings, are among the best pad-capable rigs, which should help these rigs maintain relatively resilient utilization and day rates. The U.S. rig count has grown from 658 at December 2016 to 1,047 as of June 2018. Over the same time, Precision's U.S. rig count has grown from 32 to 72. Fitch expects Precision's U.S. Lower 48 working rig count to be in the low-70s with modest incremental growth, while margins improve over the next couple of years, due to a combination of lower average rig costs, modest day-rate increases, and additional rig-level services. Improving FCF and Liquidity: Fitch's base case for 2018 projects that Precision, on a standalone basis, will generate approximately $125 million in free cash flow. Fitch anticipates that Precision will use the cash to reduce debt. Debt/EBITDA is expected to decline from 5.8x in 2017 to 5.3x in 2018. Fitch estimates the Trinidad acquisition would bring pro forma debt/EBITDA down to 4.7x, or 4.4x, assuming all $30 million of synergies are attained. DERIVATION SUMMARY Precision Drilling has entered into an agreement to acquire Trinidad Drilling Limited (Trinidad, TSE: TDG) in exchange for shares of Precision. The transaction is valued at approximately $1,028 million, including the assumption of approximately $477 million in Trinidad net debt. As a result of the transaction, Precision would have a North American fleet of over 200 active rigs and 322 total rigs, and would make the company the third largest driller in the U.S. The company also has an international rig fleet (eight working rigs) that principally operate in the Middle East. Nabors Industries, Ltd. (Nabors; BB/Negative) has somewhat similar U.S. onshore market share. Nabors, however, has a considerable international onshore working rig fleet (93 rigs as of June 30, 2018), which provides the company with a favourable counterbalance to the more volatile North American rig count and cash flow profile through-the-cycle. Fitch believes that Nabors' international first-mover and scale advantage will benefit the company over the medium to long term as evidenced by the recent Saudi Aramco joint venture. Fitch considers Precision's asset quality to be relatively high with the "Super Triple" rigs being among the best pad-capable rigs, which should help these rigs maintain relatively resilient utilization and day rates through the cycle. Although Precision has slightly lower leverage metrics than Nabors, Nabors has a significantly larger asset base. Fitch believes that free cash flow will be used for gross debt reduction and should allow for substantial improvement over time. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- WTI oil price of $65 in 2018, $60 in 2019, and long-term price of $55; -- Henry Hub gas price of $2.75 in 2018 and long-term price of $3; -- Levelling Canadian and U.S. Lower 48 rig counts at above 50 and 70, respectively, through the forecasted period; -- International working rig count remains flat at approximately eight rigs over the next few years; -- Average corporate rig margins remain in the low- to mid-30% range over the next few years; -- Completion & production services EBITDA remains in the C$15 to C$20 million range over the next few years. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Successful completion and integration of the Trinidad acquisition, including achieving cost synergies; -- Demonstrated commitment by management to lower gross debt levels; -- Ability to maintain a competitive asset base in a credit-conscious manner; -- Track record of rig utilization and day rates suggesting stability in cash flow; -- Improved liquidity and financial flexibility outlook; -- Mid-cycle gross debt/EBITDA below 4.5x on a sustainable basis. Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- Failure to manage FCF that reduces liquidity and debt reduction capacity; -- Structural deterioration in rig fundamentals that results in weaker than expected financial flexibility; -- Mid-cycle gross debt/EBITDA above 5.5x on a sustained basis. LIQUIDITY Strengthening Balance Sheet: As of June 30, 2018, Precision had $95 million in cash and $677 million available on its revolver. Precision has a $US500 million revolving revolver, which was undrawn as of June 30, 2018. The revolver matures in 2021. At closing of the proposed Trinidad transaction, the revolver will increase by $US100 million to $US600 million. The next debt maturity is in 2021. In the Trinidad transaction, Precision will assume a $US350 million note that is due in 2025. Fitch expects Precision to be free cash flow positive with and without the Trinidad transaction. Although there are no near-term debt maturities, Fitch expects Precision will use the cash to reduce debt when the bonds become callable. FULL LIST OF RATING ACTIONS Fitch affirms the following Precision Drilling Corporation -- Long-Term IDR at 'B+'; -- Senior secured revolver at 'BB+'/RR1; -- Senior unsecured notes at 'BB-'/RR3; The Rating Outlook has been revised to Positive from Negative. PRECISION DRILLING: S&P Puts 'BB' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings said it placed its 'BB' long-term issuer credit rating and 'BB' senior unsecured debt rating on Calgary, Alta.-based Precision Drilling Corp. on CreditWatch with positive implications. The CreditWatch placement follows the announcement that Precision will acquire Trinidad Drilling Ltd. in an all-equity transaction based on 0.445 common shares of Precision for each share outstanding of Trinidad. On the transaction's completion, Precision's existing shareholders would own 71% of the combined company whereas Trinidad's existing shareholders would own the remaining 29%. The transaction value is approximately C$1.03 billion, including the assumption of about C$477 million in Trinidad net debt as of June 30, 2018. Precision's combination with Trinidad could significantly improve the company's existing financial risk profile, due to the larger revenue, EBITDA, and cash flow generation from the combined entity, which should outpace the incremental debt being assumed. Based on our existing forecasts for both companies, coupled with potential synergies, S&P believes there is at least a one-in-two chance that pro forma three-year (2019-2021) average funds from operating-to-debt ratio could strengthen above 30% and free operating cash flow-to-debt above 10%, which would support a higher rating. S&P said, "The CreditWatch placement reflects our view that there is at least one-in-two chance that Precision's credit profile would improve after acquiring Trinidad because of enhanced credit metrics for the combined entity. The improvement in the company's financial risk profile could result in a one-notch upgrade. We expect to resolve the CreditWatch placement when the transaction is complete by the end of 2018." PRODUCT QUEST: Committee Taps Whiteford Taylor as Co-Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Ei LLC, an affiliate of Product Quest Manufacturing LLC, received approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Whiteford Taylor & Preston, LLP. Whiteford will serve as co-counsel with Blanco Tackabery & Matamoros, P.A., another firm tapped by the committee to be its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; represent the committee in negotiation with the Debtor; investigate and evaluate potential claims of the Debtor's estate; evaluate any proposed financing or asset sale; and provide other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly rates: Dennis Shaffer Partner $565 Michael Hastings Partner $595 Brandy Rapp Partner $440 Jennifer Wuebker Associate $345 Kathleen McCruden Paralegal $210 Dennis Shaffer, Esq., a partner at Whiteford, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Dennis J. Shaffer, Esq., Whiteford Taylor & Preston, LLP 7 Saint Paul Street Baltimore, MD 21202-1636 Phone: 410.347.9437 Fax: 410.223.4337 Email: dshaffer@wtplaw.com About Product Quest Manufacturing Product Quest Manufacturing, LLC, is a manufacturer of over-the-counter drugs and cosmetics, as well as some prescription drugs and animal health products. Product Quest Manufacturing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-50946) on Sept. 7, 2018. At the time of the filing, Product Quest estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Judge Lena M. James presides over Product Quest's cases. The Debtors tapped Northen Blue LLP as their legal counsel; and Kurtzman Carson Consultants LLC as their claims, noticing, and balloting agent. On Sept. 24, 2018, William Miller, U.S. bankruptcy administrator, appointed an official committee of unsecured creditors in the Chapter 11 case of Ei, LLC, an affiliate of Product Quest. The committee tapped Blanco Tackabery & Matamoros, P.A. and Whiteford Taylor & Preston, LLP as its legal counsel. PRODUCT QUEST: Sets Bidding Procedures for Assets ------------------------------------------------- Product Quest Manufacturing, LLC, and affiliates ask the U.S. Bankruptcy Court for the Middle District of North Carolina to authorize the bidding procedures in connection with the auction sale of assets, consisting of their real property (land, buildings and permanent fixtures), machinery and equipment, office furniture and equipment, vehicles, and customer lists and related data, unless sold, assigned, transferred, or otherwise administered in the case prior to the auction. The Debtors retained Conway MacKenzie Management Services, LLC, to provide an interim CEO who reports directly to the Board of Managers, and, as necessary, other temporary personnel who report directly to the CEO. On Sept.7, 2018, the Debtors filed their Cash Collateral Motion, and after notice and hearing on Sept. 13, 2018, the Court entered the Cash Collateral Order on Sept. 18, 2018. As set forth in the Cash Collateral Order, substantially all the Debtors' assets are subject to liens or security interests securing a claim in excess of $153 million. The Debtors have determined, due to the challenges facing the Debtors and in the exercise of their business judgment, that it would not be in the best interest of their estates to attempt to restart operations and restructure the existing secured and unsecured indebtedness, and that a sale of their assets would likely result in the best recovery for all creditors. The Debtors intend to sell the Sale Assets without the retention of an investment banker. In that regard, Conway has already received numerous inquiries from potential strategic buyers and liquidators, obtained non-disclosure agreements prior to releasing any information, responded to questions about existing assets, and scheduled appointments for interested parties to visit the facility. In conjunction with the proposed Bidding Procedures, Conway will continue these services, so that potential bidders can conduct their due diligence, and with the assistance of the Debtors' counsel receive and evaluate bids at an auction pursuant to the proposed Bidding Procedures. Qualifying Bids will be tested in the marketplace by the sale and bidding process to ensure that the estates realize the maximum value for the Sale Assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 26, 2018 at 4:00 p.m. b. Initial Bid: A fixed price, subject to the ability to increase such price(s) at the Auction, payable in immediately available funds at closing. c. Deposit: 5% of the Sale Price d. Auction: The Auction will be held on Nov. 5, 2018, commencing at 10:00 a.m. (ET), at the Debtors' premises located at 2865 N. Cannon Blvd., Kannapolis, North Carolina. e. Bid Increments: Each subsequent bid by a Qualified Bidder will be in increments that increase that aggregate consideration above the previous bid by such amount as may be determined by the Debtors and Agent in their sole discretion. f. Sale Hearing: Nov. (TBD), 2018 g. Closing: As soon as practicable but in any event within 3 days of the date on which the Sale Order becomes a final, non-appealable order h. Objection Deadline: Nov. 12, 2018 Notwithstanding the foregoing and subject to the Challenge Provisions as set forth in the Interim Cash Collateral Order, in connection with the sale or other disposition of all or any portion of the Aggregate Collateral, Madison Capital Funding, LLC in its capacity as Agent for the Lenders will have the right to use the Prepetition Debt or any part thereof to credit bid with respect to any bulk or piecemeal sale of all or any portion of the Sale Assets. By the Motion, the Debtors ask that the Court: a. Conducts the Bidding Procedures Hearing to be scheduled on an expedited basis as the Court permits. b. Following the Bidding Procedures Hearing, enters the Bidding Procedures Order, approving the proposed bidding procedures, which, among other things: (i) establish the requirements for Qualifying Bids; (ii) establish a deadline for submission of Qualifying Bids; (iii) approve the bidding procedures related to the conduct of the Auction; (iv) approve the form and manner of notices of the proposed sale of the Sale Assets, the Auction, any proposed assumption and assignment of executory contracts or unexpired leases and any cure costs associated therewith, and the Sale Hearing; (v) authorize and schedule an Auction at which the Debtors will solicit the highest or best bids for the Sale Assets; (vi) authorize and set the time, date and place of a later hearing to consider the sale of some or all of the Sale Assets, including any proposed assumption and assignment of executory contracts and unexpired leases and proposed cure costs related thereto; and (vii) establish deadlines for objections to any of the foregoing. The Debtors further ask that, following the Sale Hearing, the Court enters the Sale Order, which, among other things: a. Authorizes and approves the sale by the Debtors of the Sale Assets to the Prevailing Bidder(s) and, under certain circumstances to the Back-up Bidder(s). b. Authorizes and approves the assumption and assignment of those executory contracts and unexpired leases, if any, which are designated for assumption and assignment by the purchaser(s) of any of the Sale Assets. c. Subject to consummation of the sale and payment in full of all consideration under the applicable asset purchase agreement(s), transfers any and all claims, liens, encumbrances and interests in the Sale Assets to the proceeds of sale, with the same validity and priority as such claims, liens, encumbrances and interest applied against the Sale Assets immediately prior to the consummation of the sale, except as otherwise specifically provided in the applicable asset purchase agreement and consented to by Agent. d. Grants such other and further relief as the Court deems just and proper. To streamline the auction process, the Debtors believe that it is important that bidders use a common asset purchase agreement template to be prepared by the counsel for the Debtors and provided to potential bidders. The Debtors intend to give notice of the Motion, the Bidding Procedures, the Bidding Procedures Hearing, the Auction, the Assignment Notice and the Sale Hearing as follows: a. Serve a copy of the Motion on the parties on the Master Service List established in these cases. b. Within three business days after entry of the Bidding Procedures Order, serve copies of the Bidding Procedures Order, the Bidding Procedures and the Sale Notice on the Notice Parties. c. Serve a copy of the Assignment Notice at least ten days prior to the Sale Hearing to the parties on the Master Service List and all non-debtor parties to the Debtors' executory contracts and unexpired leases whose contracts or leases are designated to be assumed and assigned at and in conjunction with the closing of approved sales. The Debtors submit that the foregoing is sufficient notice of the Bidding Procedures, the Auction, the Assignment Notice, deadlines for objections, the Sale Hearing, the proposed sale by the Debtors of the Sale Assets, and any proposed assumption and assignment of executory contracts and unexpired leases which are designated for assumption and assignment by purchaser(s) of any of the Sale Assets. By the Motion, the Debtors intend to liquidate the Sale Assets in order to monetize such assets and remit the proceeds to Agent for application to the Prepetition Debt in accordance with the terms of the Cash Collateral Order and as provided in the Sale Order. The Debtors strongly believe that, in furtherance of this goal, they can and will do all that is reasonably possible to secure the highest or best possible offer for the Sale Assets under the circumstances. For all of the foregoing reasons, the relief requested in the Motion is a product of sound business judgment and is in the best interests of the Debtors, their creditors, employees, estates and other stakeholders, and should be granted. The Debtors ask that, subject to consummation of the sale and payment in full of all consideration under the applicable asset purchase agreement(s), the sale and transfer of the Sale Assets be approved free and clear of all liens. In this instance, the Debtors believe that Madison Capital Funding LLC, as Agent for the Lenders is the only party holding or asserting a lien upon or security interest in the Sale Assets, and the Debtors anticipate that the Agent will consent to the transaction presented for approval at the Sale Hearing. By separate motion, the Debtors will ask authority to assume and assign, or to reject, certain executory contracts and unexpired leases in conjunction with the Auction. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Product_Quest_115_Sales.pdf About Product Quest Manufacturing Product Quest Manufacturing, LLC, is a manufacturer of over-the-counter drugs and cosmetics, as well as some prescription drugs and animal health products. Product Quest Manufacturing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-50946) on Sept. 7, 2018. At the time of the filing, Product Quest estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Judge Lena M. James presides over Product Quest's cases. The Debtors tapped Northen Blue LLP as their legal counsel; and Kurtzman Carson Consultants LLC as their claims, noticing, and balloting agent. REJUVI LABORATORY: Taps Finestone Hayes as Legal Counsel -------------------------------------------------------- Rejuvi Laboratory, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Finestone Hayes LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in dealing with its creditors; analyze claims; represent the Debtor in matters relevant to a review of its debts and maximization or disposition of its assets; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Finestone will charge these hourly rates: Stephen Finestone $475 Jennifer Hayes $475 Ryan Witthans $300 Contract Attorneys $350 - $375 The Debtor has agreed to pay the firm a retainer in the sum of $35,000. Neither the firm nor any of its members and employees have connection with the Debtor and its creditors, according to court filings. Finestone can be reached through: Stephen D. Finestone, Esq. Jennifer C. Hayes, Esq. Finestone Hayes LLP 456 Montgomery Street, 20th Floor San Francisco, CA 94104 Tel: (415) 421-2624 Fax: (415) 398-2820 E-mail: sfinestone@fhlawllp.com About Rejuvi Laboratory Inc. Founded in 1988 by Dr. Wade Cheng, Rejuvi Laboratory, Inc. -- http://www.rejuvilab.com-- is an integrated cosmetic laboratory with ongoing research, development and production capability. Rejuvi Laboratory sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31069) on Sept. 27, 2018. In the petition signed by Wei Cheng, president, the Debtor disclosed $2,870,211 in assets and $1,357,213 in liabilities. Judge Dennis Montali presides over the case. RENTPATH INC: Bank Debt Trades at 13% Off ----------------------------------------- Participations in a syndicated loan under which RentPath Inc. [ex-Primedia Inc.] is a borrower traded in the secondary market at 87.50 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.76 percentage points from the previous week. RentPath Incorporated pays 475 basis points above LIBOR to borrow under the $492 million facility. The bank loan matures on December 11, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. ROYAL AUTOMOTIVE: Seeks Access to Cash Collateral Thru Dec. 30 -------------------------------------------------------------- Royal Automotive Company and Royal Real Estate, LLC, request the U.S. Bankruptcy Court for the Southern District of West Virginia to authorize them to use cash collateral. The Debtor proposes to use cash collateral in accordance with lines 7-14 of the Wind-Down Budget for the period from Oct. 1 through Dec. 30, 2018, to wit: 7. Frontier T-1 Line $1,575 8. Accounting System $45,193 10. Storage $2,260 11. Brinkster Email Host Site $40 13. Fees-Bank Accounts $875 14. Miscellaneous Expenses $1,731 On the commencement of the Debtors' Chapter 11 cases, Royal Automotive Company owned and operated a Subaru franchise dealership at 1901 Patrick Street Plaza in Charleston, West Virginia, and Royal Real Estate, LLC, owned and leased to Royal Automotive the premises on which Royal Automotive operated the dealership. Pursuant to the Court's Order, the Debtors sold the dealership and substantially all their related properties and assets to Dutch Miller Subaru, Inc. on June 14, 2018. In accordance with the Court's further Order, the Debtors effectively paid all their secured, first-priority debt to United Bank, subject to an agreement between United Bank and the Pension Benefit Guaranty Corporation to hold the Debtors' payment of $57,800 due United Bank pending the resolution of issues between those two creditors. Immediately following the sale and the payments to United Bank and other authorized expenditures relating thereto, the Debtors were left with roughly $2.5 million in cash, all of which the Debtors believe is subject to the potentially competing liens and security interests asserted by United Bank (to the extent of its $57,800 in unpaid prepetition attorneys' fees), Subaru Acceptance Corporation, Great American Financial, the Pension Benefit Guaranty Corporation, and the Internal Revenue Service. United Bank, Subaru Acceptance Corporation, Great American Financial, the Pension Benefit Guaranty Corporation, and the Internal Revenue Service may each have competing interests in the cash collateral. With the sale of their assets behind them, the Debtors immediately turned to winding down their businesses and the development of a Chapter 11 plan. In connection therewith, the Debtors continue actively to pursue a standard termination of Royal Automotive's pension plan as a means for satisfying the entirety Pension Benefit Guaranty Corporation's secured claim as the Debtors' necessary first step in both winding down their businesses and developing a Chapter 11 plan. Although the precise parameters of standard termination remain unclear, the Debtors understand that the costs of a standard termination would be substantially less than the amount of the fully secured, now effectively first-priority claim Pension Benefit Guaranty Corporation would have against the Debtors in the event of a PBGC-initiated or distress termination. The Debtors also expect that a standard termination will eliminate most, if not all, of the IRS's asserted secured claim for penalties relating to the pension plan's chronic underfunding as well. The Debtors believe that these actions would redound to the benefit of their remaining secured and potentially unsecured creditors. For United Bank as to its remaining secured claim and Subaru Acceptance, the Debtors' actions may eliminate the Pension Benefit Guaranty Corporation's competing and potentially senior liens, thus ensuring that proceeds are freed up to satisfy their secured claims (if and to the extent established and allowed). For the IRS to the extent of its remaining secured claim, if any, the Debtors' actions help to ensure, at least to the extent possible, the availability of sale proceeds to go toward the satisfaction of its claim. Although no assurances can be made and depending on a number of factors that are not yet subject to complete visibility (the extent of the proceeds remaining after termination of the pension plan and the extent of the secured claims against the remaining sale proceeds), the Debtors believe that their actions might free up sufficient proceeds to confirm a Chapter 11 plan and potentially provide for limited distributions to unsecured creditors. Thus, to accomplish those goals, the Debtors require the continued use of the Cash Collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/wvsb18-20218-281.pdf A copy of the Budget is available at http://bankrupt.com/misc/wvsb18-20218-281-bgt.pdf About Royal Automotive Company Royal Automotive Company is dealer for new and used cars in Charleston, West Virginia. Royal Real Estate LLC is engaged in activities related to real estate. Royal Automotive Company and Royal Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 18-20218) on May 2, 2018. In the petitions signed by Kelly Smith, president and CEO, the Debtors estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Frank W. Volk is the case judge. Marc R. Weintraub, Esq., Kevin W. Barrett, Esq., and J. Zak Ritchie, Esq., at Bailey & Glasser LLP serve as the Debtor's bankruptcy counsel; and Suttle & Stalnaker, PLLC, as its accountant. John P. Fitzgerald, III, Acting United States Trustee for Region 4, appoints Lucy L. Thomson, as the Consumer Privacy Ombudsman in the bankruptcy cases pursuant to 11 U.S.C. Section 332 and the Court's order entered on May 21, 2018. ROYAL AUTOMOTIVE: Selling Shares of Stock in Three Companies ------------------------------------------------------------ Royal Automotive Co. and affiliates ask the U.S. Bankruptcy Court for the Southern District of West Virginia to authorize the sale of shares of stock in three companies, namely MetLife, Inc., Brighthouse Financial, Inc. and The Hanover Insurance Group Inc. On the commencement of the Debtors' Chapter 11 cases, Royal owned and operated a Subaru franchise dealership at 1901 Patrick Street Plaza in Charleston, West Virginia, and Royal Real Estate, LLC owned and leased to Royal the premises on which Royal operated the dealership. Pursuant to the Court's Order of June 13, 2018, the Debtors sold the dealership and substantially all their related properties and assets to Dutch Miller Subaru, Inc. on June 14, 2018. In accordance with the Court's further Order of June 13, 2018, the Debtors effectively paid all their secured, first-priority debt to United Bank, subject to an agreement between United Bank and the Pension Benefit Guaranty Corp. to hold the Debtors' payment of $57,800 for prepetition attorneys' fees due United Bank pending the resolution of issues between those two creditors. Immediately following the Dutch Miller sale and the payments to United Bank and other authorized expenditures relating thereto, the Debtors were left with roughly $2.5 million in cash. With the sale of their principal assets behind them, the Debtors immediately turned to winding down their businesses and the development of a Chapter 11 plan(s). In winding down Royal's business, Royal management discovered that Royal owns limited investments in the stock of three companies: (a) 98 shares of stock of MetLife, Inc., which had a per share price of $46.50 and an aggregate value of $4,557.49 as of Sept. 14, 2018; (b) 8 shares of stock of Brighthouse Financial, Inc., which had a per share price of $41.37 and an aggregate value of $330.96 as of Sept. 14, 2018; and (c) 180 shares of stock of The Hanover Insurance Group Inc., which had a per share price of $119.90 and an aggregate value of $21,582 as of Sept. 14, 2018. Royal management does not know how Royal came into ownership of these shares, the acquisition of which appears to date back many years. The Debtors believe that one or more parties may assert a security interest or lien in the shares, although the Debtors believe that significant issues may arise relating to the question of whether any such party holds a perfected security interest or lien in the shares. Nevertheless, having liquidated its principal assets, Royal wishes to sell these additional assets for which established public markets exist and hold the net proceeds thereof for distribution in connection with the Debtors' cases. By the Motion, Royal asks authority to sell the shares of stock free and clear of liens, claims, and encumbrances, and to hold the net proceeds thereof subject to the liens and security interests, if any, therein, pending further order of the Court. About Royal Automotive Company Royal Automotive Company is dealer for new and used cars in Charleston, West Virginia. Royal Real Estate LLC is engaged in activities related to real estate. Royal Automotive Company and Royal Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 18-20218) on May 2, 2018. In the petitions signed by Kelly Smith, president and CEO, the Debtors estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Frank W. Volk is the case judge. Marc R. Weintraub, Esq., Kevin W. Barrett, Esq., and J. Zak Ritchie, Esq., at Bailey & Glasser LLP serve as the Debtor's bankruptcy counsel; and Suttle & Stalnaker, PLLC, as its accountant. John P. Fitzgerald, III, Acting United States Trustee for Region 4, appoints Lucy L. Thomson, as the Consumer Privacy Ombudsman in the bankruptcy cases pursuant to 11 U.S.C. Section 332 and the Court's order entered on May 21, 2018. S&E HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: S&E Holdings, Inc. 22350 Route 522 Beaver Springs, PA 17812 Business Description: S&E Holdings, Inc., is a privately held company engaged in the manufacturing of wood products. The company previously sought bankruptcy protection on Oct. 12, 2017 (Bankr. M.D. Pa. Case No. 17-04250). Chapter 11 Petition Date: October 11, 2018 Case No.: 18-04320 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Henry W. Van Eck Debtor's Counsel: Lawrence G. Frank, Esq. LAW OFFICE OF LAWRENCE G. FRANK 100 Aspen Drive Dillsburg, PA 17019 Tel: 717 234-7455 Fax: 717 432-9065 E-mail: lawrencegfrank@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Ernest L. Knepp, Jr., president. The Debtor failed to include 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/pamb18-04320.pdf S.A.M. GROUP: Taps Newmark Moses as Listing Agent ------------------------------------------------- S.A.M. Group LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire a listing agent. The Debtor proposes to employ Newmark Moses Tucker Partners in connection with the sale or lease of its real estate. Newmark will charge a 6% commission if the property is sold or, if there is a co-broker, a 3% commission. Meanwhile, the firm will charge a maximum of 6% of the gross value of a lease if such is obtained with no co-broker or 5% if there is a co-broker. J. Fletcher Hanson, an agent employed with Newmark, disclosed in a court filing that the firm and its agents are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Fletcher Hanson Newmark Moses Tucker Partners 200 River Market Avenue, Suite 501 Little Rock, AR 72201 Phone: 501.376.6555 Email: fhanson@newmarkmtp.com Email: sburkhead@newmarkmtp.com About S.A.M. Group S.A.M. Group LLC is a privately-held company engaged in activities related to real estate. S.A.M. Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 18-15169) on Sept. 24, 2018. In the petition signed by CEO Sam McFadin, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Phyllis M. Jones presides over the case. The Debtor tapped the Bond Law Office as its legal counsel. SAMMY ELJAMAL: Order Directing Ch. 11 Trustee Appointment Affirmed ------------------------------------------------------------------ Appellant Sammy Eljamal in the case captioned SAMMY ELJAMAL, Appellant, v. OFFICE OF THE UNITED STATES TRUSTEE; NY FUEL HOLDINGS, LLC; METRO NY DEALER STATIONS, LLC; NY DEALER STATIONS LLC; and NY FUEL DISTRIBUTORS, LLC, Appellees, Case No. 17-CV-7870 (KMK) (S.D.N.Y.) appeals from the bankruptcy court's "Order Directing the Appointment of a Chapter 11 Trustee," dated June 6, 2017. More specifically, Debtor appeals on the issue of whether the bankruptcy court abused its discretion when it granted the motion of the United States Trustee to appoint a Chapter 11 trustee. District Judge Kenneth M. Karas affirms the judgment of the bankruptcy court. The bankruptcy court's conclusion that appointment of a Chapter 11 trustee was warranted under 11 U.S.C. section 1104(a)(2) was based on the following: (1) the high level of acrimony between the Parties; (2) the failure of the Parties to move the case forward in a timely manner; (3) the ability of the Parties to file avoidance actions within the applicable statute of limitations; and (4) the bankruptcy court's determination that the benefits of appointing a trustee outweighed the costs. Debtor contends that the level of acrimony in the present case is no greater than what is to be expected from standard litigation proceedings. Debtor also contends that the bankruptcy court abused its discretion because appointment of a Chapter 11 trustee was unnecessary given the circumstances, as the remaining disputes had already been litigated, any blockage preventing the case from moving forward had been cleared, and, thus, there was no need for a trustee to expedite the process. According to Debtor, the bankruptcy court's appointment of a Chapter 11 trustee "penalized the Debtor for the misconduct of his adversaries," namely the Committee, was unfair to the Debtor, and thus constituted an abuse of discretion. Debtor also argues that the level of acrimony in the present case is due primarily to the conduct of former employee Brent Coscia and the Committee. Even assuming that much of the blame for the acrimony between the Parties rests with the actions of Coscia and the Committee, that does not change the fact that, "such acrimony . . . seriously delayed resolution of the case." And, there is plenty of evidence in the record supporting the conclusion that Debtor bore some of the responsibility for the high level of acrimony in this case. Thus, the bankruptcy court did not abuse its discretion in appointing a Chapter 11 trustee based in part on the contentious relationship between the Parties because "[t]he level of acrimony found to exist in this case certainly makes the appointment of a trustee in the best interests of the [P]arties and the estate." Even if the Court adopted Debtor's view that the actions of the Committee were the true cause of the delay, the third and final mediation was conducted after the allegedly deceptive actions of the Committee were known, indicating there were still issues "preventing the [c]ase from moving forward." Thus, the bankruptcy court could reasonably find that the appointment of a trustee was necessary at this stage of the proceedings in order to streamline resolution of the case. A copy of the Court's Opinion and Order dated Sept. 28, 2018 is available at https://bit.ly/2yfE9Na from Leagle.com. Sammy Eljamal, Debtor, represented by Anne Julia Penachio, Penachio Malera, L.L.P. Sammy Eljamal, Appellant, represented by Anne Julia Penachio, Penachio Malera, L.L.P. & Joseph Patrick Garland , Law Office of Joseph P. Garland. Office of the United States Trustee, Appellee, represented by Andrew D. Velez-Rivera, Office of The United States Trustee & Paul Kenan Schwartzberg , Office of The United States Trustee. NY Fuel Holdings, LLC, Metro NY Dealer Stations, LLC, NY Dealer Stations, LLC & NY Fuel Distributors, LLC, Appellees, represented by Michael Luskin, Luskin, Stern & Elsler LLP & Stephan Edward Hornung, Luskin, Stern & Elser LLP. Stephen S. Gray, Trustee, represented by Albert Togut -- altogut@TeamTogut.com -- Togut, Segal & Segal LLP. The Chapter 11 bankruptcy case is In re: Sammy Eljamal (Bankr. S.D.N.Y. Case No. 15-22872). SAMUEL WYLY: Selling Two TDRs for $235K Each -------------------------------------------- Samuel Evans Wyly asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the private sale of two Transferable Development Rights and the associated Irrevocable Certificates of Transferable Development Rights issued by the Community Development Department of Pitkin County, Colorado ("TDRs") that are owned by Rosemary's Circle R Ranch East, LLC and Rosemary's Circle R Ranch West, LLC, for an estimated cash sale price of $235,000 each. The TDRs are freely transferable by deed and endorsement. They are not real property attached to any specifically described real property in Pitkin County. The Debtor is the sole manager of the Ranch LLCs. The membership interests of the Ranch LLCs are solely owned by Rosemary's Circle R Ranch Management Trust. The Debtor and Rosemary Circle R Ranch Ltd. were the initial grantors of the Management Trust. The Debtor has a 1% (approximately) interest5 -- and Rosemary Ranch Ltd. a 99% interest -- in the Management Trust. The trustees of the Management Trust are Lisa Wyly Graham and Kelly Wyly O'Donovan. The Ranch LLCs acquired the TDRs in 2005 with funding provided by Rosemary Ranch Limited through the Management Trust. The first TDR was acquired for approximately $181,650 and the second TDR was acquired shortly thereafter for approximately $195,000. The proceeds from the sale of the TDRs will be held in a segregated interest-bearing account at a federally insured financial institution in Dallas, Texas, subject to the rights and claims of all parties, specifically including the IRS, to be distributed in accordance with a further order of the Court or a confirmed plan proposed by the Debtor. By the Motion, the Debtor asks an order authorizing the Debtor, as sole manager of the LLCs, to close a private sale of the TDRs at an estimated sale price of $235,000 each to be deposited as provided above without further Court approval. In the course of an unrelated TDR transaction, Lennie Oates was able to locate a third party buyer for the TDRs, which buyer is unrelated to the Wyly family or any Wyly entity. In his extensive experience, Mr. Oates believes the purchase price secured for the TDRs is fair and reasonable, and well within the range of current pricing for TDRs in the Pitkin County marketplace. Moreover, Mr. Oates believes closing on the sale in a timely manner will secure the maximum value for the TDRs likely to be achieved in the foreseeable future. The Debtor shares these beliefs. It has consulted the Committee, the Department of Justice, and the U.S. Trustee, previewing the Motion and asking their support for the relief requested. The Committee, the DOJ, and the UST have indicated they do not intend to object to the relief sought. The Debtor has been steadily working to maximize and monetize assets for the benefit of the holders of allowed claims. The private sale of the TDRs is an important component of that process and the Debtor believes the sale is in the best interest of his estate and his creditors. As evidenced by the affidavit of Lennie Oates, the Debtor is confident that the TDRs will be sold well within the range of best available offers that can be consummated in the near term on the open market. The Debtor asks that the order approving the sale of the TDRs be effective immediately by waiving the 14-day stay under Bankruptcy Rule 6004(h). About Sam Wyly Samuel Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. On Oct. 23, 2014, Dee Wyly filed her voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby initiating her bankruptcy case. On Nov. 10, 2014, the Court ordered "the procedural consolidation and joint administration of the chapter 11 cases of Samuel E. Wyly and Caroline D. Wyly [under] Case No. 14-35043." On Dec. 2, 2014, the Court entered an order appointing an official committee of unsecured creditors in Sam's Case. On Nov. 23, 2016, the Court converted Dee's Case to a case under chapter 7 of the Bankruptcy Code and terminated the joint administration of the bankruptcy cases. Robert Yaquinto, Jr., was subsequently appointed as the chapter 7 trustee to administer Dee Wyly's bankruptcy estate. On March 3, 2015, the Court appointed Dallas Auction Gallery as the Debtor's Broker and Auctioneer. SARAI SERVICES: Taps Sparkman Shepard as Legal Counsel ------------------------------------------------------ Sarai Services Group, Inc., and its affiliates filed applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire legal counsel in connection with their Chapter 11 cases. In their applications, Sarai Services, SSGWWJV LLC, Sarai Investment Corporation and CM Holdings, Inc., propose to employ Sparkman, Shepard & Morris, P.C. to assist in the preparation of a plan of reorganization; represent them in adversary proceedings; and provide other legal services related to their bankruptcy cases. Sparkman will charge these hourly rates for the services of its attorneys: Tazewell Shepard $375 Kevin Morris $350 Tazewell Shepard IV $300 The firm's attorneys are "disinterested" as defined in section 101 (13) of the Bankruptcy Code, according to court filings. Sparkman can be reached through: Tazewell Taylor Shepard, IV, Esq. Sparkman, Shepard & Morris, P.C. 303 Williams Avenue, Suite 1411 Huntsville, AL 35801 Tel: 256-512-9924 Fax: 256-512-9837 Email: ty@ssmattorneys.com About Sarai Services Group Sarai Services Group, Inc., together with its subsidiaries, is a privately-held company in Huntsville, Alabama, that specializes in logistics, program management and information technology. Sarai Services Group, SSGWWJV LLC, Sarai Investment Corporation and CM Holdings, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-82948 to 18-82951) on Oct. 3, 2018. In the petitions signed by CEO James Mitchell, chief executive officer, each Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Clifton R. Jessup Jr. presides over the cases. SCIENCE APPLICATIONS: Moody's Rates Sec. Bank Credit Facility Ba2 ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to the planned senior secured bank credit facility of Science Applications International Corp. SAIC's existing debt ratings, the speculative grade liquidity rating of SGL-2, and the negative rating outlook are unaffected. Proceeds will refinance the debt of SAIC and of Engility Corporation, as SAIC is in the process of acquiring Engility's parent. That merger is anticipated to be completed before year end. Moody's will withdraw all ratings of Engility, once Engility's outstanding debts have been repaid. RATINGS RATIONALE SAIC's ratings, including the Ba2 corporate family rating, reflect broad agency coverage and diversity of service revenue that will follow the combination, with about 23,000 employees and 69% of them holding a security clearance. Beyond the US Department of Defense, SAIC's contracts will span multiple agencies of the intelligence community, space and federal civilian agencies. Acquiring Engility will give SAIC a greater degree of revenue from direct labor rather than from materials and subcontractors, which should enhance margin. Further, cost synergies could by the end of 2021 (three years after the merger), result in an EBITDA margin as high as 10%, versus 8% recently. SAIC will increase the portion of revenues from cost-based contracts, which makes achieving cost-synergies also beneficial for price competitiveness purposes. A favorable US defense budgetary environment expected near term affords latitude to emphasize quality of the business integration which will be important to achieving revenue synergies later, such as bidding for larger, more complex service projects. The negative rating outlook recognizes limited room for execution error over the initial 12 to 18 months following the merger. Pro-forma beginning financial leverage at 4x is high compared to other peers at the same rating level, and SAIC faces a significant integration project ahead. Further, the stock for stock acquisition, may encourage SAIC to ultimately prepay very little debt, with bolt-on M&A and alternate free cash flow uses possible. The planned bank facility's amortization schedule requires only $75 million across the first two years. The negative outlook also factors the potential upcoming termination of the US Marine Corps' amphibious assault vehicle upgrade program, on which SAIC is lead contractor, following the recently issued 90-day stop work order. Moody's viewed the program as an important opportunity for SAIC to build performance credentials with a vehicle program of significance, which has been a strategic objective. In Moody's view the vehicle platform integration business would give SAIC stronger backlog with potential for access to longer term revenue from defense procurement accounts, rather than the typically shorter-term operations/maintenance accounts available to most of the service contractors. SAIC's only acquisition since becoming an independent company occurred with the 2015 purchase of Scitor. Scitor was a long-established and successful, intelligence agency services specialist, but one-third the size of Engility, and became an operating segment of SAIC after the acquisition. In contrast, Engility became an independent company only in 2012 as a spin-off from L-3 Technologies. Engility revenues and market share contracted since its own 2015 transformational merger with TASC, a merger which roughly doubled revenue. Instead of keeping Engility separate, SAIC will immediately integrate Engility's broad portfolio across its three operating segments. As Moody's expects US defense service outlay growth of mid-single digit percentage near-term, stabilization of the rating outlook will be sensitive to at least a low single digit percent revenue growth for SAIC, with a similar backlog gain. Moody's will monitor SAIC's integration spending rate, the likelihood of de-leveraging to mid-3x within the first year and achieving annual run rate free cash flow, after one-time costs, of $200 million. As one-time costs subside, the annual free cash flow run rate of the combined entity could exceed $300 million by the end of the second year. The ratings could be upgraded with consistently higher revenues and evidence of ability to prime larger, more prominent contracts. EBITDA margin above 10%, free cash flow to debt in the high teen percentage range (e.g. over $400 million per annum), and sustained good liquidity would be important elements in any potential upgrade. The rating could be downgraded with expectations of debt to EBITDA above 4x, significant negative contract developments, weakened liquidity or indication of disruptions in the merger integration, or inability to stabilize and then growth Engility's revenue on a profitable basis. The Ba2 rating assigned to the planned senior secured bank credit facility, on par with the CFR, reflects preponderance of secured debt within the liability structure. Assignments: Issuer: Science Applications International Corp Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3) Science Applications International Corporation is a provider of technical, engineering and enterprise information technology services primarily to the U.S. government, including the Department of Defense and federal civilian agencies. The company was spunoff from Leidos Holdings, Inc. on September 27, 2013. Annual revenues, pro forma for the pending acquisition of Engility Holdings Corp, are about $6.4 billion. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. SCIENCE APPLICATIONS: S&P Rates New $2.5BB Secured Loans 'BB' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Science Applications International Corp.'s (SAIC) proposed senior secured credit facility, which comprises a $400 million revolver, a $1.068 billion term loan A due 2023, and a $1.05 billion term loan B due 2025, and placed the issue-level ratings on CreditWatch with positive implications. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in a default scenario. The CreditWatch positive placement reflects that S&P expects to raise its issue-level rating on the facility to 'BB+' when SAIC closes its acquisition of Engility Holdings. All of S&P's other ratings on the company remain unchanged. SAIC plans to use the proceeds from the proposed term loan B to refinance its existing debt and the proceeds from the proposed term loan A to refinance Engility's debt, upon the close of the pending acquisition, and pay related fees and expenses. If for any reason the acquisition does not close, SAIC will only draw $618 million on the term loan A and use the proceeds to pay down a similar amount on the term loan B. Under this scenario, the revolver's commitment would only be $200 million. The positive CreditWatch on S&P's issuer credit rating on SAIC reflects that we will likely raise the rating to 'BB+' when the acquisition closes. The likely upgrade will reflect the increase in the company's scale and customer and program diversity following its combination with Engility. These changes, along with an improvement in its margins, should more than offset the temporary deterioration in its credit measures due to the additional debt related to the acquisition. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P has completed its recovery analysis and assigned a '3' recovery rating to the company's proposed $400 million revolver, $1.068 billion term loan A due 2023, and $1.05 billion term loan B due 2025. S&P has valued the company on a going-concern basis using a 5.0x multiple of its projected emergence EBITDA. Other key assumptions at default include: LIBOR of 2.5% and the revolver is 85% drawn. Simulated default assumptions -- Year of default: 2023 -- EBITDA at emergence: $245 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% admin. costs): $1.16 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Value available for first-lien claims: $1.16 billion -- Secured first-lien debt claims: $2.13 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) RATINGS LIST Science Applications International Corp. Issuer Credit Rating BB/Watch Pos/-- New Rating; CreditWatch Action Science Applications International Corp. Senior Secured $400 mil revolver due 2023 BB/Watch Pos Recovery Rating 3(50%) $1.068 bil term ln A due 2023 BB/Watch Pos Recovery Rating 3(50%) $1.05 bil term ln B due 2025 BB/Watch Pos Recovery Rating 3(50%) SEADRILL LIMITED: Bank Debt Trades at 5% Off -------------------------------------------- Participations in a syndicated loan under which Seadrill Limited is a borrower traded in the secondary market at 94.63 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.99 percentage points from the previous week. Seadrill Limited pays 600 basis points above LIBOR to borrow under the $1.10 billion facility. The bank loan matures on February 21, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. SEARS HOLDINGS: Big Banks Pushed for Chapter 7 Liquidation ---------------------------------------------------------- A group of lenders that includes Bank of America, Citigroup and Wells Fargo had pushed Sears Holdings (NASDAQ:SHLD) hard to liquidate assets under a Chapter 7 bankruptcy, rather than reorganize under a Chapter 11 filing, The Wall Street Journal reported last week. The clock is ticking on Sears with $134 million in loan payments due today, October 15, which the company retailer previously warned it may not meet. Company officials have met with advisers from M-III Partners LLC and added noted bankruptcy expert Alan Carr to its board. According to latest reports, Sears Holding, however, is now close to reaching a deal with lenders over a bankruptcy plan that would close about 150 stores but keep 300 locations open through the Holiday season. As part of the bankruptcy deal, the retailer's lenders, which include Bank of America Corp., Wells Fargo & Co. (NYSE: WFC), and Citigroup Inc., along with CEO Eddie Lampert would provide emergency financing of up to $500 million. Sears is expected to file for chapter 11 bankruptcy today, according to reports. About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $383 million on $16.70 billion of total revenues for the year ended Feb. 3, 2018, compared to a net loss of $2.22 billion on $22.13 billion of total revenues for the year ended Jan. 28, 2017. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. SEARS HOLDINGS: Hires M-III Partners for Bankruptcy Filing ---------------------------------------------------------- Sears Holdings Corp has hired M-III Partners LLC to prepare a bankruptcy filing that could come ahead of the Oct. 15 debt payment, the Wall street Journal reported, citing people familiar with the situation. M-III Partners, a boutique advisory firm, has been working on the potential filing in the past few weeks and Sears continues to discuss other options and could still avert an in-court restructuring, the WSJ said, citing sources. As widely reported, Sears Holdings Corp. planning to file for bankruptcy Monday as it faces a critical $134 million of debt that is maturing on Oct. 15. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 866 Sears and Kmart stores as of Aug. 4. Sears employs about 89,000 people, compared to 246,000 five years ago. Sears began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $383 million on $16.70 billion of total revenues for the year ended Feb. 3, 2018, compared to a net loss of $2.22 billion on $22.13 billion of total revenues for the year ended Jan. 28, 2017. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. SEARS HOLDINGS: Lampert, Banks to Provide Bankruptcy Financing -------------------------------------------------------------- Sears Holdings, which is facing a $134 million debt payment due Monday, is planning to file for bankruptcy after midnight in the East Coast, people familiar with the situation told CNBC. Sears has previously said it may not be able to make that payment. Sears Holdings Corp CEO Eddie Lampert and big banks are expected to provide one of America's iconic retailers bankruptcy financing to fund operations while it restructures under Chapter 11, Reuters reports, citing people familiar with the matter. Reuters reports that Mr. Lampert, Sears' largest shareholder and lender, has stepped in to contribute toward a financing package of between $500 million and $600 million that was close to securing on Sunday to fund operations during bankruptcy proceedings. Big banks, including Bank of America Corp, Wells Fargo & Co and Citigroup Inc, are expected to provide significant portions of the financing, Reuters' sources added. Mr. Lampert, according to Reuters, is hoping the deal, combined with a program of divestments, will give Sears a fighting chance to escape liquidation ahead of the key holiday shopping season. According to a report by CNBC's Lauren Hirsch and Lauren Thomas, people familiar with the matter have said that Sears, as part of the bankruptcy plan, will immediately close roughly 150 of its stores. Sears will aim to stay in operations through the holidays, during which it will seek a buyer. CNBC recounts that Lampert's hedge fund, ESL Investments, in August made a bid to buy the Kenmore appliance brand and home improvement division, but the deal has not yet been granted approval by the special committee appointed to oversee it. The committee has not formerly rejected Lampert's offer, a person familiar with the matter said. Reuters' Richa Naidu and Jessica DiNapoli report that three vendors told Reuters that the retailer has missed scheduled payments in the last couple of weeks, and vendors could stop shipments if they are worried Sears cannot pay, potentially sending the retailer into freefall. "We went into business with them with our eyes open and knew this day would come one day," said Arnold Kamler, chief executive officer of Parsippany, New Jersey, bike maker Kent International Inc. Kamler said he withheld a shipment to Sears after it missed a regular payment last week for the first time, according to Reuters. Sears only had $193 million in cash on hand as of Aug. 4, the end of its last fiscal quarter. On October 9, the Hoffman Estates, Illinois-based retailer announced that Alan J. Carr, Managing Member and CEO of Drivetrain, LLC, has joined the Company's Board of Directors. Carr has significant experience as a principal, investor and advisor leading complex financial restructurings, as well as serving as a director of reorganized businesses in the U.S. and Europe. Carr was previously an attorney at Skadden, Arps, Slate, Meagher & Flom LLP and Ravin, Sarasohn, Baumgarten, Fisch & Rosen. Lampert said, "Alan brings deep experience as a director for companies that went through complex organizational change. We are pleased to welcome him to the Board and look forward to the benefit of his expertise as we work to maximize value for the Company and its stakeholders." Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 866 Sears and Kmart stores as of Aug. 4. Sears employs about 89,000 people, compared to 246,000 five years ago. Sears began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $383 million on $16.70 billion of total revenues for the year ended Feb. 3, 2018, compared to a net loss of $2.22 billion on $22.13 billion of total revenues for the year ended Jan. 28, 2017. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. SEQUA CORP: Fitch Affirms B- Issuer Default Rating, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Sequa Corporation's (Sequa; SQA) Issuer Default Rating (IDR) at 'B-', senior first lien secured revolver and term loan at 'B'/'RR3' and senior second lien secured term loan at 'CCC'/'RR6'. The Rating Outlook is Stable. The ratings cover approximately $1.4 billion of outstanding debt. Rating concerns include Sequa's limited financial flexibility, volatile cash flows, moderate execution risk, recent weakness in the power market potentially affecting Sequa's joint ventures (JV), high degree of competition at Chromalloy and the cyclicality of both the aerospace and construction industries, which contributes to Sequa's sensitivity to economic downturns. Other key risks to the rating include continued pressure in the commercial aviation aftermarket business from original equipment manufacturers (OEMs) and other players (most of which are larger than Chromalloy) and other trends in the aftermarket business such as 3D printing and data analytics -- both of which create uncertainty about the future structure of the business. The company also faces potential inventory risk, and customer concentration and contract exposure. Sequa's 'B-' IDR is supported by ongoing cost-cutting and restructuring initiatives, anticipated financial and operational improvements at the Chromalloy segment, the Precoat segment's leading market position and the company's experienced management team. Other factors supporting the rating include the technology incorporated into Chromalloy's products, the support of the main equity holder, The Carlyle Group, the currently healthy commercial aviation market, the outlook for rising defense expenditures in the U.S. and other parts of the world, and large net operating losses that will shield cash tax payments over the rating horizon. Fitch also considers the expansion of PMA platforms to be positive, and likely contribute to the company's organic growth over the next few years, particularly in aftermarket sales. KEY RATING DRIVERS Seasonal Liquidity, Volatile Cash Flow: The company's liquidity was weak at the end of second-quarter 2018, driven primarily by seasonal working capital outflows in the first half of the year. However, liquidity improved following the sale and leaseback transaction early in third-quarter 2018. Fitch also believes the company will adequately be able to manage seasonal working capital fluctuations, as they typically result in cash inflows in the latter half of the year. Fitch expects the company will generate positive cash from operations in second-half 2018 and 2018 overall, driven by its Precoat segment and working capital inflows at Chromalloy. However, risk remains that further periodic cash outflows could result in a severe strain in liquidity, and subsequent negative rating action, if not managed effectively. Fitch anticipates FCF will remain negative for 2018, due in part to the voluntary pension contribution during the first half of the year, but will turn positive in 2019. Strained Financial Flexibility: Fitch considers Sequa's financial flexibility to be limited following several periods of negative cash flow, with many of the company's risks captured within the 'B-' rating. In particular, Fitch believes that the potential loss of one or more significant contracts, or a cyclical downturn in either of its main end-markets would further strain SQA's flexibility. Incremental acquisitions would likely require debt or equity funding, and extended operating headwinds post-restructuring may require an additional equity infusion or further restructuring. Credit Metrics Improving, Execution Risk Remains: Fitch expects SQA's leverage (debt/EBITDA) and FFO fixed-charge coverage ratios will continue to improve over the next few years after a weak 2017. Fitch believes the company has adequately offset some of the lost revenue from the KC-10 program since early 2017 with several new contract wins at Chromalloy. SQA's rating is driven by the assumption that the company will continue to execute on its near-term objectives. This includes continuing its cost reduction plan within its Chromalloy segment, maintaining a leading position in the coating market, effectively managing liquidity and capex costs, and realizing benefits from its JVs. Although Fitch believes the company will be able to manage these goals, there is uncertainty and risk that the company will not be able execute on each area. Leading Position in Coating Market: Fitch considers Precoat's top market position to be a leading positive driver for Sequa's rating. SQA generates the majority of its operating cash flow and EBITDA through Precoat, despite challenging market conditions since the recession in 2008-2009. An increase in infrastructure spending could lead to outperforming Fitch's conservative segment projections of low-single-digit annual top-line growth between 2018 and 2021. Chromalloy Operations Improved, Challenges Remain: In 2016, the segment reported improvement for the first time since 2012. The segment improved further in 2017 as the company's management completed numerous actions to improve both sales and operating margins, positioning Chromalloy well for growth over the next several years. However, several challenges remain. The loss of the prime KC-10 contract was a material headwind in the first half of 2018, particularly after executing on lower-than-expected volumes of maintenance and support on the program, work that the company will retain going forward. Fitch believes potential revenue growth could also be affected in 2019 and 2020 by weakness in the power market and challenges at the company's JV partners. Fitch does not expect the company will be required to contribute a material amount of incremental cash to the JV's going forward, but future sales and EBITDA growth may be affected. These headwinds have been somewhat offset by new contracts that the company has entered into to provide an array of aftermarket services and maintenance. Fitch views these contracts as a positive, as they also address some challenges of competition in the commercial aerospace markets. However, the company must continue to execute on its objectives and manage associated working capital effectively. Strong Management Team: Beginning in June 2015, Sequa commenced a major overhaul of its top executives and key personnel, replacing previous management with highly qualified individuals. Fitch believes the new management in place adds credibility to the company's ability to cut costs and return to profitability. Many of the new employees have experience in turnaround situations and the aerospace industry. Potential Refinancing Risk: Fitch recognizes that refinancing risk may increase materially as the 2021 maturity date for the company's first lien secured term loan nears. While Fitch views this risk as modest in the near term, there are many factors that could make refinancing challenging, including a downturn or tightening in the U.S. debt market or weakening of the company's credit profile. Other Risks and Factors: Other risks incorporated into the rating include further weakness in the power market, which could severely affect the company's revenue, EBITDA, and future growth prospects associated with JV programs; continued pressure in the commercial aviation aftermarket business from OEMs and other players, most of which are larger than Chromalloy; other trends in the aftermarket business such as 3D printing and data analytics, both of which create uncertainty about the future structure of the business; customer concentration and contract exposure; and the cyclicality of both the aerospace and construction industries, which contributes to Sequa's sensitivity to economic downturns. Other factors supporting the recommended rating include the technology incorporated into Chromalloy's products; recent new contract awards; the support of the main equity holder (Carlyle Group); the currently healthy commercial aviation market; the outlook for rising defense expenditures in the U.S. and other parts of the world; and large net operating losses that will shield tax payments. DERIVATION SUMMARY SQA's credit metrics are in line with Fitch's expectations for a 'B-' rating. Leverage is in line with similarly rated peers, cash flow generation weaker and profitability slightly stronger. Fitch expects the company's metrics will improve marginally over the next few years as the company continues to make progress on its planned cost cutting initiatives at Chromalloy and executes on recent contract wins. Fitch considers Precoat's top market position and technological capabilities to be a leading positive driver for Sequa's rating. However, Chromalloy faces pressure in the commercial aviation aftermarket business from OEMs and other like-sized or larger players, despite recent contract wins. Fitch considers Chromalloy's technology to be supportive of the rating; however, future innovation by competitors could severely affect the SQA's credit profile. Parent subsidiary linkage, country ceiling considerations, or operating environment restraints were not in effect for these ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- The company experiences modest, single-digit top-line growth in 2019 and 2020; -- EBITDA margins remain relatively steady at Precoat over the rating horizon, but decline at Chromalloy in 2018 before rebounding in 2019; -- The company continues to execute on its planned efficiency and cost cutting initiatives through 2019; -- The company begins to generate modestly positive FCF in 2019; -- Capex remains between 3.5% and 4.0% of sales, annually, through 2020; -- Commercial aviation market remains healthy over the next three to four years; -- The company maintains a leading market position in the coating market; -- No top or bottom line impact from new JVs before late 2019; -- Sequa pays minimal cash taxes for the next several years; -- Company refinances its first lien term loan in 2020. Recovery Rationale The recovery analysis assumes that SQA would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. A 10% administrative claim is assumed in the recovery analysis. Fitch's recovery assumptions are based on the company's modest contract exposure, the high degree of competition and pressure in the commercial aftermarket business, particularly from OEMs, as well as cyclicality in the company's main end-markets. Fitch also considered Sequa's competitive advantage at Precoat and the high degree of technology incorporated into Chromalloy's products. Fitch assumes SQA will receive a going-concern recovery multiple of 5.0x EBITDA under this scenario. Fifty-six percent of industrial and manufacturing defaulters had exit multiples in the range of 5.0x to 8.0x according to the "Industrial, Manufacturing, Aerospace and Defense Bankruptcy Enterprise Values and Creditor Recoveries" report published by Fitch in July 2018. Within the report, Fitch observed that more than 90% of the bankruptcy cases analyzed were resolved as a going concern. Most of the defaulters observed in the I&M and A&D sectors were smaller in scale, had less diversified product lines or customer bases and were operating with leveraged capital structures. In Fitch's recovery analysis, potential default is assumedto come from a combination of one or more of: an economic downturn leading to material contract cancellations in the construction or aviation markets; mismanagement of seasonal working capital flows creating a severe strain on liquidity and limiting the company's ability to cover cash interest costs or repay term loan amortization; heightened competition, particularly by OEM's, or potential technological advancement by competitors at Chromalloy leads to significant contract cancellations; or the inability to refinance SQA's outstanding obligations upon maturity. Fitch generally assumes a fully drawn revolver in its recovery analyses since credit revolvers are tapped as companies are under distress. As a result, Fitch has assumed full draw of SQA's $135 million revolver in its analysis. The 'B' rating and Recovery Rating of 'RR3' on the first lien term loan and revolver are based on Fitch's recovery analysis under a going concern scenario, which indicates recovery prospects for the term loan in the range of 51% to 70%. The 'CCC' rating and 'RR6' on the second lien term loan indicate recovery prospects for the term loan in the range of 0% to 10%. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Gross leverage declines below 5.5x for a sustained period; -- FFO fixed-charge coverage increases above 2.0x for a sustained period; -- The company consistently generates positive FCF over a sustained period. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- FFO fixed-charge coverage ratio falls and remains below 1.25x for a sustained period; -- Gross leverage remains above 7.5x over a sustained basis; -- The company loses one or more significant contracts; -- Company does not generate adequate seasonally adjusted cash to support operations, weakening the company's liquidity; -- Cash restructuring costs significantly impair the company's FCF generation. LIQUIDITY Fitch views SQA's liquidity to be adequate following the sale and leaseback transaction involving certain Chromalloy facilities completed early in third-quarter 2018. However, the company has minimal headroom, and it needs to continue executing on its plan in order to improve cash generation and avoid pressuring its cash position. Fitch projects the company will generate positive cash from working capital flows in the second half of 2018 after seasonal outflows in the first half of the year, which should further improve the liquidity position. Fitch would consider a negative rating action if the company did not meet or exceed expectations, as this would reflect a weakened liquidity position. Fitch considers SQA's debt structure to be relatively manageable, but the company could experience some refinancing risk as the term loan maturity date nears. The company has a $135 million senior 1st lien secured revolver due 2021, a $920 million term loan B maturing in 2021, and a $350 million senior 2nd lien secured term loan maturing in 2022. The company has approximately $575 million of preferred shares, which are majority owned by the company's sponsor, Carlyle, and therefore receive 100% equity credit under Fitch's criteria. The company also has $75 million outstanding under the Receivables Purchase Agreement with no additional availability as of June 30, 2018. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Sequa Corporation -- Long-term IDR at 'B-'; -- Senior first lien secured revolving credit facility at 'B'/'RR3'; -- Senior first lien secured term loan at 'B'/'RR3'; -- Senior second lien secured term loan at 'CCC'/'RR6'. The Rating Outlook is Stable. SERTA SIMMONS: Bank Debt Trades at 10% Off ------------------------------------------ Participations in a syndicated loan under which Serta Simmons Bedding LLC is a borrower traded in the secondary market at 89.72 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.12 percentage points from the previous week. Serta Simmons pays 350 basis points above LIBOR to borrow under the $1.95 billion facility. The bank loan matures on November 8, 2023. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. SFR GROUP: Bank Debt Trades at 2% Off ------------------------------------- Participations in a syndicated loan under which SFR Group SA [ex-Numericable SAS] is a borrower traded in the secondary market at 97.78 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.93 percentage points from the previous week. SFR Group pays 275 basis points above LIBOR to borrow under the $1.418 billion facility. The bank loan matures on June 22, 2025. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. SHAHEEN SHAHEEN: Kelley Buying West Long Branch Property for $5.25M ------------------------------------------------------------------- Shaheen H. Shaheen asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property located at 310 Norwood Avenue, West Long Branch, New Jersey to Kelley Builders and Developers, L.L.C. for $5.25 million, subject to higher and better offers. A hearing on the Motion is set for Oct. 16, 2018 at 10:00 a.m. The Debtor owns the Property. On Sept. 20, 2018, the Debtor entered into the Contract for the Sale of the Subject Property to the Buyer. Because of the Debtor's interest in the Subject Property, it is necessary to apply for an Order authorizing conveyance of the Subject Property free and clear of liens. The aforesaid property is encumbered by these two mortgages: a. Mortgage dated March 19, 1999 between the Debtor and Washington Mutual Bank, FA in the principal amount of $603,750, recorded on 5/1/1999 in the Monmouth County Clerk's Office in Mortgage Book 6776, Page 308. Said Mortgage was assigned to JPMorgan Chase Bank, N.A. and is the subject of Foreclosure Proceeding Docket Number F-037059-1. The Proof of Claim filed on behalf of Chase shows an amount due of $1,094,466. b. Mortgage dated Jan. 28, 2011 between the Debtor and First Platinum Capital Corp. in the principal amount of $1.4 million, recorded on 2/7/2011 in the Monmouth County Clerk's Office in Mortgage Book OR-8876, Page 9864. Said Mortgage was assigned to the following four parties, each with a 25% interest: David Stern, Illya Trincher, P.T.N.A. and John Hanson. In addition to the mortgage liens set forth, these are also judgments docketed in the Superior Court of New Jersey, which may be liens against the Debtor'sinterest in the Subject Property: a. Home Properties Rivers Edge, LLC, Judgment No. J-103091-2012, $468,992; b. Michael J. Avallone, Judgment No. J-268930-2012, $286,774; c. State of New Jersey, Division of Taxation, Transfer Inheritance Tax Bureau, Judgment No. DJ-3 10756-2007, $309,452; d. John F. Bracaglia, Trustee for Nelson Engineering, Inc., Judgment No. CB- 035639-1997 (against the Shaheen Agency), $11,690; e. Keystone Envirosciences Group Inc., Judgment No. J-176837-2014, $26,919; and f. John Clark, Judgment No. J-091977-2018, $172,805. None of the judgment creditors have levied upon the Subject Property that is the subject of the proposed sale. All of the judgments contained in the judgment search were docketed pre-petition. The Purchaser is a purchaser for value. The proffered purchase price for the Subject Property is $5.25 million, which is a fair offer. The Subject Property has been marketed for sale for several years and the Purchaser's offer was procured through marketing by Gerard Scala, ReMax Elite, a licensed New Jersey real estate broker. An application for the retention of Mr. Scala will be filed concurrent to the Motion. At the closing, the pPrchaser will pay $3.25 million of the $5.25 million total purchase price. The proceeds of the sale payable to the Debtor at closing ($3.25 million) will be utilized to pay ordinary closing costs, including, but not limited to, any applicable broker's commission as allowed by the Court, realty transfer fees, adjustments, attorney's fees and the mortgages. The balance of sale proceeds remaining after payment of these costs at closing (if any) will be deposited into trust with The Kelly Firm, P.C., with valid liens, claims and encumbrances to attach to the net proceeds of sale. The funds will thereafter be disbursed by the Escrow Agent in accordance with any Plan of Reorganization approved by the Bankruptcy Court or any other order subsequently entered by the Court approving further disbursement of the proceeds. The sale contract is subject to Court approval, and higher and better offers. The Purcahser: KELLY BUlLDERS AND DEVELOPERS, L.L.C. 14 Bridgewaters Drive Oceanport, NJ 07757 Counsel for the Debtor: Andrew J. Kelly, Esq. THE KELLY FIRM, P.C. 1011 Highway 71, Suite 200 Spring Lake, NJ 07762 Telephone: (732) 449-0525 E-mail: akelly@kbtlaw.com Shaheen H. Shaheen sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-33768) on Nov. 27, 2017. The Debtor tapped Andrew J. Kelly, Esq., at The Kelly Firm, P.C., as counsel. SHARING ECONOMY: Receives Noncompliance Notice from Nasdaq ---------------------------------------------------------- Sharing Economy International Inc. received a staff deficiency notice from The Nasdaq Stock Market on Oct. 8, 2018, informing the Company that it has failed to comply with Nasdaq's shareholder approval requirements set forth in Listing Rule 5635(c). During the period from May 11, 2017 to date, the Company entered into approximately one hundred arrangements resulting in the issuance or potential issuance of more than three million shares to officers, directors, employees, and consultants. The Company did not receive shareholder approval for the Equity Compensation Grants, and the shares were not issued from a shareholder approval equity compensation plan. The Company is continuing to review its internal records relating to prior issuances, and as information becomes available regarding any shares issued in similar circumstances, the Company will notify Nasdaq. The Company intends to submit its plan to regain compliance no later than Oct. 26, 2018. If the plan is accepted, Nasdaq can grant an extension of up to one hundred eighty calendar days from Oct. 8, 2018 to evidence compliance. The Company believes that it has otherwise been compliant with its filing obligations pursuant to the Securities Exchange Act of 1934, as amended, including making all appropriate disclosures to the marketplace. The Company said it is currently doing everything possible to cure its deficiencies regarding the Rule. About Sharing Economy Headquartered in Jiangsu Province, China, Sharing Economy International Inc. -- http://www.seii.com/-- through its affiliated companies, designs, manufactures and distributes a line of proprietary high and low temperature dyeing and finishing machinery to the textile industry. The Company's latest business initiatives are focused on targeting the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models. Throughout 2017, the Company made significant changes in the overall direction of the Company. Given the headwinds affecting its manufacturing business, the Company is targeting high growth opportunities and has established new business divisions to focus on the development of sharing economy platforms and related rental businesses within the company. These initiatives are still in an early stage. The Company did not generate significant revenues from its sharing economy business initiatives in 2017. RBSM LLP's audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph stating that the Company had a loss from continuing operations for the year ended Dec. 31, 2017 and expects continuing future losses, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RBSM has served as the Company's auditor since 2012. Sharing Economy incurred a net loss of $12.92 million in 2017 and a net loss of $11.67 million in 2016. As of June 30, 2018, Sharing Economy had $74.97 million in total assets, $9.83 million in total liabilities and $65.13 million in total stockholders' equity. SHO HOLDING I: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service downgraded SHO Holding I Corporation's ratings, including its Corporate Family Rating to Caa2 from Caa1, Probability of Default Rating to Caa2-PD from Caa1-PD, and its first lien senior secured credit facilities to Caa1 from B3. The rating outlook was changed to stable from negative. The downgrade reflects Shoes for Crews' weak operating performance, very high leverage and weak overall liquidity due to modest free cash flow and tight covenant cushion. While debt maturities do not begin until October 2021, substantial earnings improvement and or debt reduction is needed to improve leverage to a refinanceable level which in its view is challenging. Thus, the probability of default, including a distressed exchange, is high over the next couple of years. Its capital structure is currently unsustainable, with lease-adjusted Debt/EBITDAR remaining above 10 times. Shoes for Crews' has been taking action to reignite profit growth and free cash flow. While showing some modest progress, these initiatives will take longer than expected and not likely to materially improve the company's credit profile. Given tight covenant cushion, there is little room for any negative variance in operating performance or cash flow over the near term. Moody's took the following rating actions: Downgrades: Issuer: SHO Holding I Corporation Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD Corporate Family Rating, Downgraded to Caa2 from Caa1 Senior Secured Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) Senior Secured Term Loan, Downgraded to Caa1 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: SHO Holding I Corporation Outlook, Changed To Stable from Negative RATINGS RATIONALE Shoes for Crews' Caa2 Corporate Family Rating reflects its high debt burden stemming primarily from the 2015 acquisition of a controlling stake of the company by CCMP Capital Advisors, LLC, the 2016 acquisitions of SureGrip Footwear and Mozo, and subsequent weak operating performance reflected in reduced profitability and weak free cash flow generation. The rating also reflects the company's very small scale and narrow product focus on slip-resistant footwear for work environments, with a primary focus in the foodservice industry. Positive rating consideration is given to the recurring purchase of technical footwear caused by normal wear-and-tear, the company's long-standing customer relationships with low concentration, and established payroll deduction programs within its customer base that creates a barrier to entry due to the embedded technology within customers' human resource systems. The stable outlook reflects Moody's expectation that the company will show modest improvement in operating performance and cash flow over the next year and so, while covenants are tight, the company has a reasonable chance to maintain access to its revolver. Ratings could be downgraded if operating performance or liquidity deteriorates leading to an increased probability of default. A ratings upgrade would require material improvement in liquidity and financial leverage, through both profit growth and debt reduction, leading to a sustainable capital structure that can be refinanced well ahead of debt maturities beginning in 2021. An upgrade would also require the company to maintain at least an adequate liquidity profile, with positive free cash flow generation and ample covenant cushion. SHO Holding I Corporation, which does business as "Shoes for Crews," designs, markets and manufactures slip-resistant footwear in the United States and certain European countries. Revenue for the twelve month period ended June 2018 exceeded $200 million. The company is headquartered in West Palm Beach, FL. The principal methodology used in these ratings was Apparel Companies published in December 2017. SILVERADO STAGES: Seeks to Hire Sonoran Capital, Appoint CRO ------------------------------------------------------------ Silverado Stages, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Sonoran Capital Advisors, LLC, and appoint the firm's managing director Matthew Foster as chief restructuring officer. Mr. Foster and his firm will assist in developing and executing a plan to evaluate the operations and financial functions of Silverado Stages and its affiliates; provide recommendations with respect to the execution and oversight of those functional areas; help plan and implement the Debtors' restructuring; and provide other services related to their Chapter 11 cases. Sonoran will be paid a monthly advisory fee of $35,000, with the first payment paid on Oct. 5, and all subsequent payments due on the first business day of each month thereafter. Nineveh Holdings LLC, a third-party, paid the initial $35,000 fee. The company also provided the firm with a $25,000 retainer. Sonoran charges these hourly rates: Managing Directors $425 Senior Consultants $350 Associates $295 Analysts $195 Mr. Foster and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Sonoran can be reached through: Matthew Foster Sonoran Capital Advisors, LLC 1733 N Greenfield Road, Suite 101 Mesa, AZ 85234 Phone: (602) 405-5380 About Silverado Stages Headquartered in Phoenix, Arizona, Silverado Stages, Inc. -- https://silveradostages.com/ -- with 10 locations on the West Coast, is a federally licensed motor carrier and operates as a Public Stage under California DOT authority. The company is additionally certified as a U.S. Department of Defense motor carrier to provide transportation for the military and by the CHP as a School Pupil Activities Bus (SPAB) operator. Silverado Stages was founded in 1987 and has had the most diverse background in passenger operations. It operates a diverse fleet of over 300 passenger vehicles, over 60 of which are ADA compliant. It currently operates from terminals in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las Vegas. Silverado Stages and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-12203, 18-12205, 18-12207, 18-12209, 18-12210, 18-12213, 18-12215 and 18-12218) on Oct. 5, 2018. In the petitions signed by James Galusha, chairman, Silverado Stages estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. SILVERADO STAGES: Taps Allen Barnes as Legal Counsel ---------------------------------------------------- Silverado Stages, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Allen Barnes & Jones, PLC as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; represent them in negotiation with their creditors; and provide other legal services related to their Chapter 11 cases. Allen Barnes will charge these hourly rates: Thomas Allen, Member $405 Hilary Barnes, Member $405 Michael Jones, Member $355 Philip Giles, Associate $305 David Nelson, Associate $225 Legal Assistants/Law Clerks $115 - $135 Prior to the petition date, Allen Barnes received an initial retainer in the sum of $50,000 from the Debtors. On Oct. 5, 2018, the firm received from Nineveh Holdings LLC, a third party, the sum of $150,000 to be held in trust for the Debtors to secure the firm's fees and costs. Allen Barnes does not represent any interest adverse to the Debtors and their bankruptcy estates, according to court filings. The firm can be reached through: Michael A. Jones, Esq. Philip J. Giles, Esq. David B. Nelson, Esq. Allen Barnes & Jones, PLC 1850 N. Central Ave., Suite 1150 Phoenix, AZ 85004 Office: (602) 256-6000 Fax: (602) 252-4712 E-mail: mjones@allenbarneslaw.com E-mail: pgiles@allenbarneslaw.com E-mail: dnelson@allenbarneslaw.com About Silverado Stages Headquartered in Phoenix, Arizona, Silverado Stages, Inc. -- https://silveradostages.com/ -- with 10 locations on the West Coast, is a federally licensed motor carrier and operates as a Public Stage under California DOT authority. The company is additionally certified as a U.S. Department of Defense motor carrier to provide transportation for the military and by the CHP as a School Pupil Activities Bus (SPAB) operator. Silverado Stages was founded in 1987 and has had the most diverse background in passenger operations. It operates a diverse fleet of over 300 passenger vehicles, over 60 of which are ADA compliant. It currently operates from terminals in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las Vegas. Silverado Stages and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-12203, 18-12205, 18-12207, 18-12209, 18-12210, 18-12213, 18-12215 and 18-12218) on Oct. 5, 2018. In the petitions signed by James Galusha, chairman, Silverado Stages estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. SKILLSOFT CORP: $185MM Bank Debt Trades at 14% Off -------------------------------------------------- Participations in a syndicated loan under which Skillsoft Corporation is a borrower traded in the secondary market at 85.63 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.15 percentage points from the previous week. Skillsoft Corporation pays 825 basis points above LIBOR to borrow under the $185 million facility. The bank loan matures on April 28, 2022. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'CCC-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. SKILLSOFT CORP: $465MM Bank Debt Trades at 5% Off ------------------------------------------------- Participations in a syndicated loan under which Skillsoft Corporation is a borrower traded in the secondary market at 94.92 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.48 percentage points from the previous week. Skillsoft Corporation pays 475 basis points above LIBOR to borrow under the $465 million facility. The bank loan matures on April 28, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. SOUTHCROSS HOLDINGS: S&P Puts 'CCC' ICR to CreditWatch Positive --------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Southcross Holdings Borrower L.P., including the 'CCC' issuer credit rating, on CreditWatch with positive implications. The '3' recovery rating on the company's senior secured debt remains unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. S&P said, "The CreditWatch positive placement reflects our view that the proposed asset sale will improve Holdings' credit quality and liquidity because we expect the company to use the net proceeds to fully repay its outstanding debt. Our ratings on SXE are not affected by this announcement because we do not expect the transaction to benefit the partnership." The Robstown fractionator has 64,000 barrels per day of NGL capacity. EPIC will assume all of the NGL purchase and sale agreements associated with the fractionator, including those with SXE. The purchase also includes a 57-mile pipeline that allows the fractionator to receive NGLs from various third-party pipelines. As of June 30, 2018, Holdings had approximately $138 million of outstanding debt. S&P plans to resolve the CreditWatch positive listing on Holdings in November when the proposed asset sale closes. At that time, S&P expects to raise our issuer credit rating on the company by at least one notch if all of its outstanding debt is repaid. SOUTHEASTERN HOSPITALITY: Case Summary & 20 Unsecured Creditors --------------------------------------------------------------- Debtor: Southeastern Hospitality, LLC dba The Mercury 675 Ponce De Leon Ave, Suite 215 Atlanta, GA 30308 Business Description: The Mercury is a cocktail-focused, classic American eatery located in Ponce City Market, Atlanta, Georgia. Chapter 11 Petition Date: October 12, 2018 Case No.: 18-67291 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: William Anderson Rountree, Esq. ROUNTREE & LEITMAN, LLC 2800 North Druid Hills Road Building B, Suite 100 Atlanta, GA 30329 Tel: (404) 584-1244 Fax: (404) 581-5038 E-mail: wrountree@randllaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Earl E. Cloud III, owner. 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/ganb18-67291.pdf STONE PLACE: Seeks Authority to Use Cash Collateral --------------------------------------------------- Stone Place International LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral to fund its operating expenses and the costs of administering this Chapter 11 case in accordance with a proposed budget. The Debtor intends to use cash collateral generally and for purposes which include the following: (a) care, maintenance, and preservation of the Debtors' assets; (b) payment of necessary, repairs, suppliers, utilities, and other business expenses; (c) other payments necessary to sustain continued business operations; and (d) costs of administration in this Chapter 11 case. The Debtor believes that these creditors may assert a valid and perfected security interest in the cash collateral pursuant to certain loan agreements and mortgages in favor of these creditors, namely: CapCall, LLC, Orange Advance, LLC, and WMI (Amax Leasing Source). The significant provisions of the proposed Interim Order are as follows: (a) Interim Relief. The Order will be granted on an interim basis, pending a final hearing on the Motion. (b) Budget. The Debtor' use of cash collateral will be materially consistent with the Budget, subject to a 10% variance on a cumulative basis. The Budget initially covers the month of October, 2018 -- March, 2019; and (c) Adequate Protection. The following will constitute good and sufficient adequate protection to the Lenders for the Debtor' use of the Cash Collateral: (i) Adequate Protection Liens. The Debtor will provide the Lenders with replacement liens identical in extent, validity and priority as such liens existed on the Petition Date; and (ii) Reporting Requirements. The Debtor will provide on a monthly basis profit and loss statements on a cash basis to counsel for each of the Lenders. (d) Event of Default: It will be an event of default if the Debtor exceed the Variance, provided for in the Interim Order; provided, however, in the event of a default, the Debtors’ authority to use Cash Collateral will continue until the Lenders obtain an order by appropriate motion after notice and a hearing requiring the Debtors to cease using Cash Collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-04000-62.pdf About Stone Place Int'l Stone Place International filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-04000) on May 16, 2018. In the petition signed by Christiano Camargo, owner, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities as of the bankruptcy filing. John P. Sherman, Esq., at Gallardo Law Office, is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. STONEMOR PARTNERS: Extends Interim Strategic Executive's Term ------------------------------------------------------------- StoneMor GP LLC, the general partner of StoneMor Partners L.P., and Leo J. Pound modified the terms of their agreement dated July 26, 2018 pursuant to which Mr. Pound serves as interim strategic executive of StoneMor GP by extending the term of his service in that capacity through Oct. 31, 2018. StoneMor GP also delegated to Joseph M. Redling, its president and chief executive officer, the authority to extend such term for one additional month. During that additional period of service as interim strategic executive, Mr. Pound will continue to receive a monthly fee of $50,000. Mr. Pound will defer his return to the Audit Committee of the Board of Directors of StoneMor GP until his service as interim strategic executive ceases. Matters Pertaining to Lawrence Miller On Oct. 12, 2018, the Partnership and Lawrence Miller entered into a letter agreement that resolved the number of units that vested upon Mr. Miller's retirement as president and chief executive officer in May 2017 pursuant to awards made under the Partnership's 2014 Long-Term Incentive Plan. The parties agreed that a total of 22,644 time-based units and 63,836 performance-based units vested under those awards in accordance with the terms of the Separation Agreement dated March 27, 2017 between Mr. Miller and StoneMor GP. The parties also agreed that a total of $340,751 will be paid to Mr. Miller pursuant to distribution equivalent rights with respect to those units. In connection with entering into the Agreement, Mr. Miller resigned as a director of StoneMor GP. The Partnership will pay Mr. Miller the distribution equivalent rights within five business days, and will issue the vested units within five business days after it has filed all reports it is required to file under the Securities Exchange Act of 1934, as amended. The Agreement also included a customary release by Mr. Miller of any further claims with respect to the Plan, including the referenced awards, and any right to appoint a "Founder Director" under the terms of StoneMor GP's Second Amended and Restated Limited Liability Company Agreement, as amended. 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 91 funeral homes in 27 states and Puerto Rico. 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. Stonemor reported a net loss of $75.15 million on $338.2 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $30.48 million on $326.2 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Stonemor had $1.75 billion in total assets, $1.66 billion in total liabilities and $91.69 million in total partners' capital. * * * As reported by the TCR on July 10, 2018, Moody's Investors Service downgraded Stonemor Partners L.P.'s Corporate Family rating to 'Caa1' from 'B3'. The Caa1 CFR reflects Moody's expectation for breakeven to modestly negative free cash flow (before distributions), ongoing delays in filing financial statements and Stonemor's significant reliance on its revolving credit facility for liquidity in 2018. In April 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." SUNPLAY POOLS: Taps Fox Law Corp. as Legal Counsel -------------------------------------------------- SunPlay Pools and Spas Superstore, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire The Fox Law Corporation as its lead bankruptcy counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors regarding the resolution and payment of claims; assist the Debtor in any proposed disposition of its assets; review claims to be pursued on behalf of its estate; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Fox Law will charge these hourly rates: Steven Fox $475 Associates $250 Paralegals $125 The firm received a pre-bankruptcy retainer of $63,283, which included the filing fee of $1,717. Steven Fox, Esq., principal of Fox Law, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven R. Fox, Esq. The Fox Law Corporation 17835 Ventura Boulevard Suite 306 Encino, CA 91316 Tel: 818-774-3545 Fax: 818-774-3707 Email: srfox@foxlaw.com About SunPlay Pools and Spas Superstore Inc. Founded in 1967, SunPlay Pools and Spas Superstore, Inc. -- https://www.sunplay.com/ -- operates a retail store offering pool and spa supplies, equipment, chemicals, parts and services. It has been transitioning to serve customers everywhere via its online sales department at Sunplay.com and HotTubWarehouse.com. SunPlay Pools and Spas Superstore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-27417) on Oct. 4, 2018. In the petition signed by John A. Olson, president, the Debtor disclosed $692,093 in assets and $2,571,463 in liabilities. Judge Joel T. Marker presides over the case. SUNSET PARTNERS: Trustee May Continue Using Cash Until Dec. 6 ------------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Lynne Riley, the duly appointed Chapter 11 trustee of Sunset Partners, Inc. and Chapter 7 trustee of Bema Restaurant Corporation to continue using cash collateral on the same terms and conditions as previously ordered through and including December 6, 2018. A continued hearing will be held on December 6, 2018 at 11:00 a.m. A full-text copy of the Order is available at http://bankrupt.com/misc/mab17-12178-270.pdf About Sunset Partners Sunset Partners, Inc., is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, Massachusetts. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. Marc Berkowitz, president, signed the petitions. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors; and Verdolino & Lowey, P.C., served as the Debtors' accountant. On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11 trustee to the Debtors. The Trustee retained Casner & Edwards LLP as counsel. SYNTHESIS INDUSTRIAL: Taps Hunter Parker as Legal Counsel --------------------------------------------------------- Synthesis Industrial Holdings 1 LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Hunter Parker, LLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; examine claims of creditors; prosecute claims asserted by the Debtor; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Andrew Van Ness, Esq., the attorney at Hunter Parker who will be handling the case, charges an hourly fee of $350. Paralegals and legal assistants charge $200 per hour. The Debtor paid an initial retainer of $5,000 for the pre-bankruptcy services provided by the firm in preparation of its case. The filing fee of $1,717 was paid by the Debtor's managing member. Mr. Van Ness is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Hunter Parker can be reached through: Andrew J. Van Ness, Esq. Hunter Parker, LLC 3815 S Jones Blvd., Suite 1A Las Vegas, NV 89103 Phone: (702) 686-9297 Email: hunterparkerllc@gmail.com About Synthesis Industrial Synthesis Industrial Holdings 1 LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-15993) on Oct. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Mike K. Nakagawa presides over the case. T & S SUBS: Seeks Authorization to Use Cash Collateral ------------------------------------------------------ T & S Subs, d/b/a Quizno's Store #769, seeks authorization from the U.S. Bankruptcy Court for the Western District of Missouri to use cash collateral in the operation of its business. The Debtor believes that the only creditor who has a non-preferential interest in the Debtor's cash collateral is Swift Capital. Prior to the filing of the bankruptcy, Quick Silver and Fox Capital seized credit card funds owed to the Debtor. Since the filing of its petition, the Debtor has remained in possession of all property of the estate and continues to operate Debtor's business. At this time, the Debtor has approximately $2,997, more or less, on deposit at Southwest Missouri Bank. The Debtor proposes to pay Swift Capital the sum of $750 per month for the use of cash collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mowb18-30526-8.pdf Attorneys for T & S Subs: Norman E. Rouse, Esq. COLLINS, WEBSTER AND ROUSE, P.C. 5957 E. 20th Street Joplin, Missouri 64801 Phone: (417) 782-2222 Fax: (417) 782-1003 E-mail: roberta@cwrcave.com About T & S Subs T & S Subs, LLC, filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 18-30526) on Sept. 17, 2018. In the petition signed by Robert T. Aggus, owner, the Debtor estimated $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. Collins, Webster, & Rouse, PC, led by Norman E. Rouse, serves as counsel to the Debtor. T CAT ENTERPRISE: Allowed to Use Cash Collateral Until Oct. 31 -------------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has signed an agreed second interim order authorizing T CAT Enterprise, Inc.'s use of cash collateral through and including October 31, 2018. A further hearing to consider the Cash Collateral Motion and entry of final cash collateral order will be held on Oct. 30, 2018 at 10:30 a.m. The Debtor may use the cash collateral to pay those items delineated in the cash collateral budget with a variance from actual-to-projected weekly disbursements not to exceed 10% on cumulative basis. The approved budget provides total projected expenses of approximately $231,898 covering the period commencing September 9, 2018 through and including October 31, 2018. Associated Bank, N.A. asserts secured claims against some or all of the Debtor's assets, including Debtor's cash and accounts receivable. Associated Bank and any other secured creditor are granted replacement liens upon and security interests in the Debtor's post-petition cash and accounts receivable in the same priority as Associated Bank's and any other secured creditor's existing prepetition liens (to the extent valid), and in no event to exceed the type, kind, priority and amount, if any, of their security interests which existed on the Petition Date. The Debtor proposes to initially make monthly adequate protection payments to Associated Bank in the amount of $6,000 by October 27, 2018, which consists of principal and interest on the outstanding balance. A full-text copy of the Agreed Second Interim Order is available at http://bankrupt.com/misc/ilnb18-22736-39.pdf About T CAT Enterprise T Cat Enterprise, Inc. -- http://www.tcatinc.com/-- is a family-owned and operated construction company specializing in excavation, railroad clean up, and snow plowing services in the tri-state area. In addition, the Company also offers hauling services, demolition services, and pavers and asphalt repairs. T Cat Enterprise, Inc., based in Franklin Park, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-22736) on Aug. 13, 2018. In the petition signed by James R. Trumbull, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Jack B. Schmetterer presides over the case. Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol, serves as bankruptcy counsel. TEBERIO PROPERTIES: Taps Doran & Doran as Legal Counsel ------------------------------------------------------- Teberio Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Doran & Doran, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors; assist in the preparation and implementation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. John Doran, Esq., and Lisa Doran, Esq., the attorneys who will be handling the case, will charge $300 per hour and $285 per hour, respectively. Doran & Doran was paid $1,425 for its pre-bankruptcy services. The firm also received a retainer of $8,575, plus $1,717 for the filing fee. Ms. Doran disclosed in a court filing that her firm does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Lisa M. Doran, Esq. Doran & Doran, P.C. 69 Public Square, Suite 700 Wilkes-Barre, PA 18701 Phone: 570-823-9111 Fax: 570-829-3222 Email: ldoran@dorananddoran.com About Teberio Properties Teberio Properties, LLC, is a privately-held operator of nonresidential buildings in Mountain Top, Pennsylvania. Teberio Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04214) on Oct. 4, 2018. In the petition signed by Linda Teberio, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge John J. Thomas presides over the case. TEMPEST GROUP: Nov. 2 Disclosure Statement Hearing Set ------------------------------------------------------ The Bankruptcy Court will convene a hearing to consider the adequacy of the amended disclosure statement explaining Tempest Group, LLC's Chapter 11 Plan on November 2, 2018 at 1:30 p.m. Objections to the disclosure statement are due October 26. As reported by The Troubled Company Reporter, the Debtor amended its Chapter 11 plan to modify the treatment of Class 3 claim of FB Acquisitions Property XVII LLC. FB Acquisition -- formerly Navy Portfolio, LLC, formerly Home Savings and Loan Company -- is the holder of a first mortgage on rental property located at 414, 416-418 New York Avenue, Rochester, PA 15074 and 415-417 New York Avenue, Rochester, PA 15074. According to the Plan, FB Acquisition's secured claim will be reduced to the value of the collateral. The Debtor will restructure the modified secured claim and the mortgage to a new 30-year fixed rate mortgage at 5.0% (the previous plan proposing 4.5%) payable over 30 years with a balloon payment after five years. If there are no defaults after four years, the five-year balloon will be extended to six years. The Debtor projects that FB Acquisitions will be secured to the extent of $135,000. This property is subject to a real estate tax lien of $5,561.68 which has priority over the first mortgage. The balance of the claim will be an allowed unsecured claim under Class 9. A copy of the Amended Disclosure Statement is available from PacerMonitor.com at https://tinyurl.com/yd8tc8fm at no charge. About Tempest Group Tempest Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24204) on November 10, 2016. In the petition signed by Joann Jenkins, manager, the Debtor estimated assets and liabilities of less than $1 million. Judge Carlota M. Bohm presides over the case. The Debtor hired Calaiaro Valencik as its legal counsel. No official committee of unsecured creditors has been appointed. The Debtor filed its proposed Chapter 11 plan on March 19, 2018. THOMAS OVATION: Case Summary & 10 Unsecured Creditors ----------------------------------------------------- Debtor: Thomas Ovation, LLC 45 Ansley Drive Newnan, GA 30263 Business Description: Thomas Ovation, LLC is a real estate developer based in Newnan, Georgia. The Company previously sought bankruptcy protection on May 17, 2017 (Bankr. N.D. Ga. Case No. 17-11046). Chapter 11 Petition Date: October 11, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Newnan) Case No.: 18-12127 Debtor's Counsel: David L. Bury, Jr., Esq. STONE & BAXTER, LLP Fickling & Co. Building, Suite 800 577 Mulberry Street Macon, GA 31201 Tel: 478-750-9898 Fax: 478-750-9899 E-mail: dbury@stoneandbaxter.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Stanley E. Thomas, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb18-12127.pdf List of Debtor's 10 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ashley T. Roberts Commissions $85,000 B.J. Yuill Leasing $2,500 Consultant Fourth Quarter Loan $21,985,490 Properties 100, LLC 45 Ansley Drive Newnan, GA 30263 GRE Kappa, LLC Guaranty $10,200,000 c/o Gamma Real Estate, LLC 101 Park Avenue, Suite 2602 New York, NY 10178 Platform Real Estate Leasing $5,000 Consultant Sherrard Roe Voigt Legal $1,268 & Harbeson PLC Services SWA Group Engineering $10,986 Services Tennessee Department of Revenue Franchise Tax $212,531 Wakefield Beasley Architectural $243,803 Services Williamson County Trustee Property Tax $321,559 P.O. Box 1365 Franklin, TN 37065 THOR INDUSTRIES: Moody's Assings Ba2 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned a Ba2 Corporate Family Rating and a Ba2-PD Probability of Default Rating to Thor Industries, Inc. Concurrently, Moody's assigned a Ba2 rating to the company's proposed $2.3 billion senior secured term loan B. Proceeds from the term loan, along with equity proceeds and borrowings under an ABL facility will be used to fund the acquisition of Erwin Hymer , one of the leading designers and manufacturers of recreational vehicles in Europe. The rating outlook is stable. This is a first time rating for Thor Industries, Inc. RATINGS RATIONALE The Ba2 CFR balances Thor's significant scale, strong balance sheet, and the company's leading market positions against the cyclical and competitive nature of the RV industry that is highly vulnerable to economic downturns. Moody's recognizes Thor's strong competitive standing in North America (50% share of towables and 42% share of motorized RVs), its well-known brand names, and the company's broad RV offering touching multiple price points and segments. The fully priced acquisition of Hymer (purchased for an almost 11x EBITDA multiple) solidifies Thor's position as the leading global RV manufacturer while improving geographic diversity (23% of pro forma sales in Europe) and providing opportunities for improved operational performance through the benefits of scale. A strong economy and generally favorable demand fundamentals add further support and seem likely to underpin continued demand for RVs into 2019. Nevertheless, Moody's has concerns that the largely debt-financed acquisition of Hymer represents a shift to a more aggressive financial policy (Thor was previously run with minimal debt) in an industry that is prone to significant volatility in production levels and earnings. Pro forma Moody's adjusted Debt-to-EBITDA of around 2.6x is moderate but still exposes the company to elevated near-term financial risk in an intensely cyclical market that is now in its ninth successive year of growth. An inflationary cost environment involving a tight labor market, rising input costs and the, as of yet uncertain, impact of tariffs on RV costs act as further tempering considerations. The stable outlook reflects Thor's strong competitive standing and its expectation that Thor will use most of its near-term free cash flow to pay down debt and reduce leverage to more sustainable levels. The SGL-1 Speculative Grade Liquidity rating denotes its expectations of a very good liquidity profile over the next 12 months. Moody's anticipates free cash flow of at least $300 million during fiscal 2019, which translates to a healthy FCF-to-Debt ratio of more than 10%. On-going cash balances are expected to be maintained around $250 million and amortization on term debt is modest at $23 million per annum. External liquidity is provided by a $750 million asset-backed revolver (with up to $200 million drawn at close) that expires in October 2023. Over the coming quarters, Moody's anticipates that Thor will use free cash generation to pay down substantially most of these revolver borrowings although Moody's expects the company to maintain its dividend payout of around $100 million per annum. The ABL facility is expected to contain a springing minimum fixed charge coverage ratio of 1.0x that comes into effect if availability is less than the greater of $60 million or 10% of the maximum available credit. Any upward rating action would be predicated on expectations of a highly conservative financial policy along with a demonstrated ability to consistently generate strong free cash flow. A more diversified product offering that reduced Thor's reliance on highly cyclical RV markets would also be supportive of upward rating pressure. The ratings could be upgraded if Moody's adjusted Debt-to-EBITDA was expected to remain below 1.0x while maintaining EBITDA margins around 10%. Given Thor's vulnerability to highly cyclical end-markets, Moody's would expect the company to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level. The ratings could be downgraded if Moody's adjusted Debt-to-EBITDA was expected to remain above 3.5x. Any near-term debt-financed acquisitions or share-holder distributions would likely cause downward rating pressure. A weakening liquidity profile involving reduced free cash generation or a reliance on external sources of financing could result in a ratings downgrade. A deterioration in operating performance such that EBITDA margins were expected to remain below 8%, or the loss of a major dealer, or expectations of a sustained erosion of market share could also result in downward rating action. The following is a summary of the rating actions: Issuer: Thor Industries, Inc. Corporate Family Rating, assigned Ba2 Probability of Default Rating, assigned Ba2-PD Speculative Grade Liquidity, assigned SGL-1 $2.3 billion senior secured term loan due 2025, assigned Ba2 (LGD4) Outlook, assigned Stable Thor Industries, Inc., headquartered in Elkhart, Indiana, is a leading designer and manufacturer of recreational vehicles including travel trailers, fifth wheels, specialty trailers, motorhomes, caravans, and campervans. The company primarily operates in North America and Europe and sells its products under brands such as Airstream, Heartland, Jayco, Thor Motorcoach, Hymer, Niesmann Bischoff and Roadtrek. Pro forma for the acquisition of Erwin Hymer, the combined companies will generate about $11.2 billion in annual revenues. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. THOR INDUSTRIES: S&P Gives BB Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issuer credit rating to Elkhart, Ind.-based Thor Industries Inc. The rating outlook is stable. S&P said, "We also assigned our 'BB' issue-level rating and '3' recovery rating to the proposed $2.28 billion senior secured term loan B due in 2025, which consists of a dollar-denominated tranche of $1.78 billion and a euro-denominated tranche up to the equivalent of $500 million. The '3' recovery rating on the term loan B indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) for lenders in the event of a payment default. We do not rate the $750 million ABL facility due in 2023. "The 'BB' issuer credit rating reflects our expectation that Thor will experience very high EBITDA volatility over the economic cycle compared to other leisure companies and we have assumed that the company will actively pursue opportunistic acquisitions, partly offset by moderate pro forma adjusted debt to EBITDA in the low-2x area by the end of fiscal 2019 (ending in July). The rating also reflects the company's substantial market share of approximately 48% in the North American recreational vehicles (RV) market; majority revenue exposure to the lower-priced and less-volatile towables RV segment, which we view more favorably than the motorized segment; and improved geographic and product diversity subsequent to the acquisition of Erwin Hymer. "The outlook is stable despite our base-case forecast for pro forma adjusted debt to EBITDA in the low-2x area in fiscal year 2019 to improve to the high-1x area in fiscal 2020. This is because we believe Thor is likely to use incremental leverage from time to time to complete potentially large acquisitions, similar to the company's recent track record. Our outlook also reflects modest organic EBITDA growth over the next two years and good cash flow generation, resulting in capacity to voluntarily repay debt and deleverage over our forecast period, absent additional acquisitions." THX PROPERTIES: Files Chapter 11 Plan of Liquidation ---------------------------------------------------- THX Properties, LLC, filed a plan of liquidation and accompanying disclosure statement following the sale of Sumeer Homes, Inc., in June. After the sale was approved by the Court, the title company insuring the proposed sale found an affidavit filed by Wiebe in the real property records of Denton County, Texas, of which the Debtor was not aware, filed by Wiebe, claiming that the Wiebe Contract to purchase the Property was still in force and effect. THX believes that Wiebe has no colorable legitimate claim that his contract has not been terminated. THX has filed a motion requesting that it be permitted to reject the contract with Wiebe, whatever the contract's merits are. Even if the Wiebe contract was in force, which it is not, it has no value because Wiebe has no financial ability to follow through with the Wiebe Contract and the Wiebe Contract is not assignable by Wiebe except to a related party. THX believes it has a cause of action against Weibe for fraud, slander to title, tortious interference with contract, and wrongfully placing fraudulent cloud on title, violation of Chapter 12, Texas Civil Practices and Remedies Code and various related causes of action. THX reserves the right to bring suit against Weibe as a result of this. All causes of action which may exist by the Debtor against the Members and their principals were compromised pursuant to these agreements entered into in connection with the Sale Order. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/yao38q3h at no charge. About THX Properties THX Properties, LLC, is a real estate company that owned in fee simple 86 Townhome lots, common areas as well as architectural plans relating to a real estate project located at Solana Circle, Denton, Texas. THX Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-41409) on June 29, 2018. In the petition signed by Jason Helal, its manager, the Debtor disclosed $3.28 million in assets and $3.71 million in liabilities. Judge Brenda T. Rhoades presides over the case. Weldon L. Moore, III, Esq., at Sussman & Moore, L.L.P., serves as counsel to the Debtor. TITAN ENERGY: Executives Elect to Reduce Base Salaries ------------------------------------------------------ Edward E. Cohen, executive chairman of the Board of Directors of Titan Energy, LLC, and Jonathan Z. Cohen, executive vice chairman of the Board, each informed the Board of his election to voluntarily reduce his base salary to $125,000, effective as of Oct. 1, 2018. These reduced Base Salaries coincide with the cash compensation currently paid to non-employee members of the Board. About Titan Energy Pittsburgh, Pennsylvania-based Titan Energy, LLC -- http://www.titanenergyllc.com/-- is an independent developer and producer of natural gas, crude oil and natural gas liquids (NGLs), with operations in basins across the United States with a focus on the horizontal development of resource potential from the Eagle Ford Shale in South Texas. The Company is a sponsor and manager of Drilling Partnerships in which the Company co-invest, to finance a portion of its natural gas, crude oil and natural gas liquids production activities. For the period from Sept. 1 through Dec. 31, 2016, Titan Energy reported a net loss of $33.31 million. For the period from Jan. 1, 2016, through Aug. 31, 2016, the Company reported a net loss of $177.4 million. As of Sept. 30, 2017, Titan Energy had $605.4 million in total assets, $605.5 million in total liabilities, and a $61,000 total members' deficit. Grant Thornton LLP, in Cleveland, Ohio, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company does not have sufficient liquidity to repay all of its current debt obligations. The Company's business plan for 2017 contemplates asset sales, obtaining additional working capital, and the refinancing or restructuring of its credit agreements to long-term arrangements, or other modifications to its capital structure. The Company's ability to achieve the foregoing elements of its business plan, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about its ability to continue as a going concern. TOPS HOLDING: Seeks Jan. 22 Exclusive Filing Period Extension ------------------------------------------------------------- Tops Holding II Corporation and its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend the Debtors' exclusive periods in which to file a chapter 11 plan and solicit acceptances thereof through and including Jan. 22, 2019 and March 21, 2019, respectively. A hearing will be held on Oct. 25, 2018 at 10:00 a.m. during which time the Court will consider extending Debtors' exclusive periods. Any responses or objection must be filed and served no later than Oct. 18 at 4:00 p.m. The Debtors contend that they commenced the chapter 11 cases to accomplish a comprehensive financial restructuring with three core objectives: (i) deleveraging the Debtors' balance sheet; (ii) ensuring that the Debtors' leases and supply agreements provide the best available terms; and (iii) constructively engaging with the UFCW Local One and the UFCW Local One Pension Fund, and the Teamsters Local 264 and the Teamsters Pension Fund on labor and pension issues. Quite remarkably, the Debtors claim that they have accomplished all of these goals in less than eight months, with hardly any litigation along the way. Specifically, the Debtors have filed, and are currently soliciting votes with respect to, a fully consensual plan of reorganization, which enjoys the support of the ad hoc committee of creditors holding more than 87% of the Debtors' senior secured notes and providers of the Debtors' DIP Term Loan Facility ("Ad Hoc Committee"), Bank of America, N.A., as administrative agent under the Debtors' DIP ABL Facility, and the Creditors' Committee. Among other things, the Debtors' Plan provides for the substantial reduction of their funded debt by approximately $445 million and a net reduction of their annual debt service obligations by approximately $36 million. As a result of the savings achieved by the Debtors during these cases and the significant reduction to their funded debt and debt service obligations, the Debtors anticipate that they will have the necessary capital to invest in and grow their business and assure their long-term viability. Pursuant to the Plan, upon emergence from chapter 11, the Debtors' obligations under their debtor-in-possession financing facilities will be refinanced through exit facilities and the Debtors' lenders will provide an additional $35 million of new capital at exit to support the Debtors' post-emergence operations. As a result, the Debtors believe that they will have almost $100 million in liquidity upon emergence from chapter 11. In addition, the Debtors claim that they have consensually resolved significant labor issues through two monumental settlements that were achieved -- and approved by the Court -- during these cases. Specifically, after hard fought, arms'-length negotiations, the Debtors reached a comprehensive, global settlement ("Global Teamsters/C&S Settlement") of a highly contentious four-and-a-half year dispute with the Teamsters Pension Fund, the Teamsters Local 264, and C&S, the Debtors' largest supplier. Among other things, the Global Teamsters/C&S Settlement resolved all issues arising out of the Erie Transaction, including any withdrawal liability related thereto and all indemnity obligations to C&S. It also paved the way for new collective bargaining agreements between the Debtors and the Teamsters Local 264 that will stabilize the Debtors' relationship with their warehouse employees. More recently, the Debtors relate that after more hard fought, arms'-length negotiations, and in consultation with the Ad Hoc Committee, the Debtors reached a comprehensive, global settlement ("UFCW Local One Settlement") with the UFCW Local One and the UFCW Local One Pension Fund, among others, that resolved the Debtors' pension contribution obligations without the need for litigation or the need to seek other relief. In addition, the Amended UFCW Local One CBAs will ensure that the Debtors have certainty of terms and conditions with their primary workforce as they emerge from chapter 11. Finally, pursuant to the Global Teamsters/C&S Settlement, the Debtors assumed their C&S Supply Agreements, preserving the agreements' favorable terms and price levels, while not impairing the Debtors' ability to procure on more favorable terms going forward. The Debtors also undertook a comprehensive review of their lease portfolio and have secured approximately $27 million in lease savings through negotiations with landlords. Having resolved all of the significant issues in these cases, the Debtors are committed to moving expeditiously through the confirmation process and towards consummation of the Plan. The Confirmation Hearing, however, is scheduled to begin on Nov. 8, 2018, after the expiration of the current Exclusive Filing Period. Accordingly, out of an abundance of caution, the Debtors seek a further extension of the Exclusive Filing Period and the Exclusive Solicitation Period to Jan. 22, 2019 and March 21, 2019, respectively. Considering the contingencies and challenges facing the Debtors at the outset of these cases, the Debtors have proceeded through these chapter 11 cases with speed and efficiency. The Debtors contend that their conduct in these chapter 11 cases, in particular, the limited number of contested issues that have required judicial intervention, the support of their key stakeholders virtually every step of the way, and the fully consensual Plan, all demonstrate that Debtors are acting in a prudent and transparent manner and are not seeking these extensions to artificially delay the administration of these chapter 11 cases or to hold creditors hostage to an unsatisfactory plan proposal. About Tops Holding II Corporation Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. The Debtors hired Weil, Gotshal & Manges LLP as their legal counsel; Hilco Real Estate, LLC as real estate advisor; Evercore Group L.L.C. as investment banker; FTI Consulting, Inc., and Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 6, 2018. The committee tapped Morrison & Foerster LLP as its legal counsel, and Zolfo Cooper, LLC, as its financial advisor and bankruptcy consultant. TPC GROUP: Fitch Assigns B- Issuer Default Rating, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B-' to TPC Group, Inc. (TPC) and its indirect wholly owned subsidiary TPC Phoenix Fuels LLC (TPC Phoenix). Additionally, Fitch has assigned a 'BB-'/'RR1' rating to TPC's first lien senior secured ABL revolver and ABL FILO tranche, a 'B-'/'RR4' to its first lien senior secured notes, and a 'BB-'/'RR1' to TPC Phoenix's first lien senior secured term loan and first lien senior secured delayed draw term loan. The Rating Outlook is Stable. TPC's ratings are supported by the company's targeted infrastructure enhancements, which Fitch believes will lead to fewer plant turnarounds, reduce operating and capital costs, and improve the long-term reliability of its facilities, helping mitigate operational and non-commodity cost risks. The asset base improvements, coupled with currently strong North American ethylene plant industry dynamics and a favourable new contract structure that moderates margin risks, should improve the company's daily production volume and cash flow profiles. Fitch projects TPC will see FCF grow from slightly positive in 2018 to around $50 million to $60 million/year through 2021 due to the upcoming wave of new ethylene capacity that should lead to higher utilization rates for the C4 segment. TPC's history of cash flow volatility, operational issues, elevated leverage metrics, and constrained liquidity, as well as its maturity wall in 2020, are risks to the credit. However, Fitch believes the company's efforts to improve operational reliability and moderate margin variability through improved contract terms should help the company generate FCF and lead to an improved liquidity and leverage profile (Fitch base case forecasts gross leverage around 4.5x by 2019). This should help TPC mitigate refinance risks associated with its upcoming debt maturities. KEY RATING DRIVERS Operational Inflection Point: Fitch believes that TPC's asset base is primed for operational momentum after several years of disruptions (planned and unplanned) due to the company's targeted infrastructure enhancements, which should improve the reliability of its facilities and reduce the frequency and length of planned and unplanned turnarounds. TPC's financial results had previously suffered from several unplanned outages, most notably in its dehydro unit, which has seen only intermittent periods of successful operation since it was brought online in 2015. When the dehydro unit went down again in late 2017, TPC decided to bring forward an upcoming planned turnaround and allocated a significant portion of the total turnaround costs towards facility improvements designed to address the previous operational issues of the plant. Fitch expects the on-stream time of the unit to be higher than recent historical levels throughout the forecast. Fitch believes utilization of the C4 processing segment will increase as ethylene production plants begin/ramp up production, but construction/operational delays remain a key volumetric risk over the rating horizon. Unplanned outages and weather related disruptions in 1H18 lowered utilization rates at TPC's C4 plants. While the C4 facilities have generally proven reliable, unscheduled outages are an inherent risk of operating such assets. Any unplanned disruptions in either the C4 processing segment or the dehydro unit that results in increased frequency or length of plant turnarounds could alter utilization rates dramatically and put significant negative pressure on TPC's financial results. New Contracts Lessen Volatility: TPC's C4 contract model has improved since 2016, reducing price risk and providing less variable profit margins. Under its new agreements, the company generates a fixed C4 processing fee with the potential for further upside based on end-market prices; however, Fitch doesn't expect any upside under its base case assumptions. Prior to 2016, raw material costs and realized revenues were based on benchmark commodity indices, which led to volatile earnings/losses that exposed margins to market conditions. A significant portion of TPC's MTBE production comes from its dehydro unit, which is sold under contracts that provide for a floor price linked minimum gross profit. Fitch views the move towards less market sensitive contracts as a credit positive that helps reduce volatility and provides for a relatively less variable cash flow profile. Positive FCF Generation Expected: Fitch projects TPC will generate slightly positive FCF in 2018 before turning meaningfully FCF positive in the outer years, generating around $50 million to $60 million in annual FCF through 2021. The negative FCF profile of years past was largely due to operational issues with the company's dehyro unit and the previous contract model that exposed its earnings to market price volatility. Fitch believes management has taken steps to help mitigate both issues and projects the improved asset base and contract profile will lead to relatively more consistent FCF generation. Any operational delays in the ethylene facilities coming online could alter Fitch's projections somewhat; however, this is largely a timing issue, as the capacity considered in Fitch's projections is largely from plants that have already begun construction, making them highly likely to finish building, particularly given Fitch's view that North American cracking economics will be advantaged. Contract Renewal Risk: The duration of TPC's new contracts is relatively short, which increases renewal risk should the company receive pushback on the new structure from its customers. Fitch views this risk as manageable given TPC's operating history and leadership position within the industry, and understands customer response has been generally favourable, with a majority of customers now under the new structure. However any material changes to the contracts over the renewal period that reintroduces significant commodity price exposure could heighten cash flow risk and would likely put negative pressure on TPC's ratings. Limited Size and Scale: TPC's business risk is heightened by its reliance on two manufacturing complexes that combined generate all of its earnings. Any operational disruptions can significantly crimp its cash flow generation, as evidenced by the company's pressured financial profile when the dehydro unit went down for nearly all of Q1'18. While Fitch believes the risk of unplanned outages has been managed down with recent operational improvements, TPC's financial profile is still highly levered to the effects of any operational disruptions at either of its facilities. Required Refinancing: Nearly all of TPC's debt comes due in 2020, which places added near-term pressure on the company to execute operationally and demonstrate improving financial trends. Fitch believes the company's projected EBITDA growth and FCF generation will help moderate refinancing risk. Parent/Subsidiary Linkage Strong: Fitch believes there are strong legal and operational ties between TPC Group, Inc. and its indirect, wholly owned subsidiary TPC Phoenix. The subsidiaries have the stronger credit profile because they are the operators of the assets, with TPC Phoenix operating the MTBE assets. However, there are upstream and downstream guarantees between the borrowers and restricted subsidiaries, which include both TPC Group, Inc. and TPC Phoenix, and a default at TPC Group accelerates a default at TPC Phoenix. As per Fitch's Parent Subsidiary Rating Linkage criteria, such linkages justify assigning the same IDR to both entities. DERIVATION SUMMARY TPC Group has lower leverage than SK Blue Holdings, LP (B/Stable) and Calumet Specialty Products Partners, L.P. (B-/Stable) and should see gross leverage of around 3.5x in 2021, compared with around 4.0x for SK Blue and Calumet. However, SK Blue and Calumet are larger in size and scale than TPC. SK Blue benefits from a global operational footprint and access to an expansive and flexible logistics/production networks while Calumet has a significantly larger US footprint. This compares against TPC's reliance on two manufacturing facilities both located in the U.S. SK Blue is also considerably more specialized than TPC and Calumet, as evidenced by the company's slightly higher EBITDA margins of around 16% by 2021. These credit strengths enable SK Blue to support a higher debt load than TPC and a subsequently higher IDR. TPC and Calumet's IDRs are at the same level due to each company's relatively more volatile cash flow profile that is expected to improve and stabilize over the forecast horizon due to self-help steps and more favourable market conditions. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - C4 production growth in 2019 and 2020 as Ethylene plants come online/ramp-up and the C4 Processing Segment reaches capacity; - Performance Products production growth driven by improved dehydro unit efficiency in 2019 and 2021, with a decrease in volumes in 2020 for TPC's next planned turnaround of the unit; - Relatively stable gross profit margins reflecting new contract structure; - Capex in line with management guidance; - Debt maturities refinanced in 2020 with a combination of debt and cash on hand. Fitch's Recovery Assumptions Fitch analysed TPC's recovery ratings on a going-concern approach and arrived at a post-bankruptcy enterprise value by estimating a going-concern EBITDA and EV multiple. Fitch believes a bankruptcy scenario for TPC would likely stem from a pro-longed period of unplanned disruptions or other operational hurdles that signal a weakness of the company's asset base and result in lower production/increased cash flow variability. Fitch made the following going-concern assumptions: -- Fitch assumed a consolidated going-concern EBITDA of $135 million for TPC. The majority of this consolidated number comes from the C4 and isobutylene derivatives assets, which have relatively less cash flow volatility and should benefit from favourable industry conditions. The going concern EBITDA estimate for the MTBE assets reflects their more commoditized nature and volatile end-market demand; -- The C4 processing and isobutylene derivatives assets received a multiple of 5.0x. These assets have less cash flow risk than the MTBE assets, but are not quite as specialized as other peers in the specialty chemicals space, who could see multiples in the high-single digits if their products are considered highly differentiated (generally margins in excess of 20%). While the isobutylene derivatives segment is highly specialized and generates considerable cash flow, the C4 segment accounts for a majority of TPC's earnings and Fitch views most of the downstream products as more commoditized; -- Fitch assigned TPC's MTBE assets, which secure the Riverstone term loan, a 3.5x multiple, consistent with the segment's more commoditized products and volatile demand profile; -- Fitch assumes that the DDTL and ABL (revolver and FILO tranche) are fully drawn up to the available borrowing base. The recovery analysis reflects the differing collateral packages of the Riverstone term loan and ABL/FILO facilities. The Riverstone term loan is secured by a first priority lien on TPC's MTBE assets and ranks pari passu with the collateral package of the senior secured notes. The ABL and FILO benefit from a first priority lien on the A/R and inventory of substantially all of TPC's other assets excluding MTBE and a second lien priority on non-MTBE Net PP&E. Fitch's recovery analysis calculated initial recovery for the Riverstone term loan separately based off the estimated going concern EBITDA for the MTBE assets and associated 3.5x multiple. The remaining amount of the term loan not recovered by the MTBE collateral package recovers equally with the secured notes from any excess proceeds beyond the assumed ABL/FILO borrowings. The enterprise value is deducted by 10% for administrative claims, leaving the remaining amount available to creditors. The ABL facility (revolver and FILO tranche) recover fully at RR1/100%, the senior secured term loan recovers at RR1/91% and the senior secured notes recover partially at RR4/44% RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Improved operational stability signalled by high utilization across both segments, a decreased risk of unplanned disruptions and increased size and scale; - Retention of favourable contract terms, allowing TPC to maintain its lower margin volatility; - Successful refinancing of 2020 debt maturities and continued strong operational performance with leverage sustained around 3.5x; Developments That May, Individually or Collectively, Lead to Negative Rating Action - Continued unplanned disruptions (outside of weather/third party incidents), signalling a continued weakness in the company's asset base; - Inability to renew contracts at current terms leading to greater cash flow volatility; - Reduced liquidity driven by negative FCF increasing refinance risk; - Interest Coverage trending below 1.5x LIQUIDITY Improving Liquidity Position: Fitch expects TPC's liquidity position to improve over the forecast horizon, highlighted by increasing FCF generation that should help lead to a successful refinancing of the company's 2020 maturities and gross debt reduction. Fitch expects TPC to maintain a nominal amount of cash on its balance sheet. Fitch views TPC's primary sources of liquidity as cash on hand, revolver availability and the DDTL. Approaching Debt Maturities: TPC's senior secured term loan and senior secured notes mature in 2020, with the term loan maturing first on January 30, 2020 and the notes maturing in the fourth quarter on December 15, 2020. The revolving credit facility matures in 2022. TPC has no quarterly amortization payments. FULL LIST OF RATING ACTIONS Fitch has assigned first-time ratings as follows: TPC Group, Inc. - Long-Term IDR 'B-' - First Lien Secured ABL Revolver 'BB-'/'RR1' - First Lien Secured ABL FILO Tranche 'BB-'/'RR1' - First Lien Secured Bonds 'B-'/'RR4' TPC Phoenix Fuels LLC - Long-Term IDR 'B-' - First Lien Secured Delayed Draw Term Loan 'BB-'/'RR1' - First Lien Secured Term Loan 'BB-'/'RR1' The Rating Outlook is Stable. TRADER CORP: S&P Assigns B Rating on C$200MM First-Lien Debt ------------------------------------------------------------ Trader Corp., on Oct. 2, 2018, refinanced its C$200 million second-lien debt into a new C$200 million first-lien debt facility. As a result, on Oct. 9, S&P Global Ratings withdrew its 'CCC+' issue-level rating and '6' recovery rating on the second-lien facility because it has been repaid. At the same time, S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Trader's new C$200 million first-lien facility. S&P Global Ratings also affirmed its 'B' issue-level rating, with a '3' recovery rating, on the existing U.S.-dollar first-lien debt. The '3' recovery rating reflects S&P's expectation of meaningful (50%-70%; rounded estimate 50%) in a default scenario. Finally, S&P Global Ratings affirmed its 'B' long-term issuer credit rating on Trader. The outlook is stable. The affirmation reflects the leverage-neutral transaction because the million first-lien facility will repay the second-lien debt. S&P said, "Nevertheless, we view this transaction to be credit positive because it lowers Trader's interest rate by about 425 basis points, to 3.25% from 7.5%. As a result, we expect EBITDA interest coverage to improve to about 3.5x from our previous 3.0x. Despite the improvement in interest coverage and cash flow, our rating on Trader is constrained by the company's leverage above 5x and financial sponsor ownership." S&P said, "Our weak business risk assessment reflects Trader's participation in highly competitive online advertising, small scale, limited diversity, and exposure to cyclical automotive advertising spending. This is partially mitigated by the company's significant penetration in the Canadian used car market, recurring revenues, and high operating leverage amid growing revenues. "The stable outlook reflects S&P Global Ratings' view that Trader will maintain adjusted debt-to-EBITDA of about 5.5x-6.0x and EBITDA interest coverage above 3.0x. In addition, we expect organic revenue growth and higher margins should support modest free cash flow generation that could be used toward debt repayment. "We could lower the ratings if Trader's adjusted debt-to-EBITDA increases to 9.0x or EBITDA interest coverage approaches 1.5x. We could potentially see this scenario if EBITDA declines by more than 25% from our base-case scenario due to lower earnings from weak macro-economic factors or if debt increases by more than 30% from a dividend recapitalization without a significant increase in earnings and cash flows. "We are unlikely to raise the ratings on Trader given its high leverage and financial sponsor ownership. However, we could consider an upgrade if we expect the company will sustain adjusted debt-to-EBITDA below 5x, even with the possibility for increased shareholder distributions." TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Rating -------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDR) of TransDigm Group, Inc. (NYSE: TDG) and its subsidiary TransDigm Inc. (TDI) at 'B'. This follows the company's announcement that it has agreed to acquire Esterline Technologies Corp. (ESL) for a total consideration of approximately $4 billion including assumed debt. Fitch has also affirmed the ratings of TDI's senior secured credit facilities at 'BB'/'RR1' and TDI's and TransDigm UK Holdings plc's senior subordinated notes at 'B-'/'RR5'. The transaction is expected to close in the second half of calendar 2019 and is subject to approvals by regulators and shareholders of ESL. TDG expects to finance the transaction with a combination of cash on hand (approximately $2 billion) and the issuance of incremental term loans. The Rating Outlook is Stable. The ratings cover approximately $12.7 billion of outstanding debt. KEY RATING DRIVERS The affirmation of TDG's ratings is based on Fitch's updated projections for the company including the impact of the ESL acquisition. The anticipated increase in the company's leverage metrics following the acquisition will not trigger Fitch's negative rating sensitivities, as outlined, and Fitch believes the company's overall credit profile will not change significantly. Fitch's base case projections for the company already assumed debt-funded acquisitions in the coming years, so the ESL transaction is not entirely incremental to Fitch's expectations. In addition, a sizable portion of the ESL acquisition will be financed with cash, lessening the impact on TDG's credit profile. Fitch has some concerns regarding the valuation of the transaction and its integration, but these concerns are not significant enough to drive a rating change. TDG announced that it has reached an agreement to purchase ESL for a total of $4 billion funded through new debt issuance and cash on hand. The purchase price equates to $122.5 a share, which comprises an approximately 38% premium to the closing price of ESL's stock on Tuesday, Oct. 9, 2018. ESL manufactures specialty aerospace, defense and industrial products with high proprietary and sole source content. Fitch expects ESL will report approximately $2 billion of revenue and $300 million of EBITDA in fiscal year ended Sept. 30, 2018, compared to TDG's anticipated revenue of $3.8 billion and EBITDA of $1.8 billion also in the fiscal year ended Sept. 30, 2018. The acquisition is expected to be fully accretive by the middle of fiscal year 2020, and Fitch projects TDG will generate $5 billion in revenues and $2 billion EBITDA by Sept. 30, 2019. The acquisition will enable the company to expand horizontally. Fitch estimates the new debt associated with the acquisition will increase TDG's adjusted leverage (adjusted debt/EBITDAR) from approximately 7.1x at the end of fiscal 2018 to approximately 8.0x at the end of fiscal 2019, but Fitch expects the company's adjusted leverage will be approximately 7.1x on a pro forma basis including ESL's full results. TDG's ratings are supported by strong FCF generation (cash from operations less capex and regular dividends), good liquidity, strong margins, healthy commercial aerospace markets, higher U.S. defense spending, and a favorable debt maturity schedule. TDG generates significant cash flow due to the ability to command a premium for its products. A high percentage of sales from a relatively stable and profitable aftermarket business, low research and development costs, low capex and a high percentage of sole source products support TDG's industry-leading 47% EBITDA margins and above 20% FCF margins. Rating concerns include the company's high leverage, declining interest coverage, long-term cash deployment strategy which focuses on acquisitions and occasional debt-funded special dividends, and weak collateral support for the secured bank facility in terms of asset coverage. Even though TDG is a serial acquirer and has a demonstrated ability to seamlessly integrate multiple acquisitions annually, Fitch is concerned with the integration risk as the ESL acquisition will be the largest acquisition in the company's history. Although TDI is stronger than TDG, the IDRs of both entities are equalized because of strong operating ties between the entities as TDI (the issuing entity) is the main operating subsidiary of TDG and is consolidated in the parent's financial statements. DERIVATION SUMMARY TDG does not have any similarly sized peers with comparable operating profiles. The company has some of the highest operating margins and percentage of sole-source and proprietary product among aerospace and defense companies rated by Fitch. The company's diversification, high content of aftermarket sales, strong operations and cash generation are commensurate with higher-rated aerospace & defense companies such as Rockwell Collins Inc. However, TDG's financial policies, which include an appetite for high-leverage, debt-funded acquisitions and special dividends, override its strong, non-leverage credit metrics. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- The transaction will close in the second half of calendar 2019; -- ESL revenues will be only partially accretive with TDG's financial results in fiscal 2019 and will be fully reflected only by fiscal 2020; -- TDG will finance the $4 billion acquisition by the issuance of additional term loan in the range of $2 billion to $3 billion and will finance the remainder with cash on balance sheet; -- TDG's margins will decrease in fiscal 2019 following the acquisition of ESL; EBITDA margins will decrease to 38% down from 47% by 2020 as ESL's results will be fully consolidated; -- TDG will make additional acquisitions in fiscal 2019 and beyond, -- TDG will maintain leverage in the range of 7x-8x over the rating horizon; -- Excess cash will be paid to shareholders in the form of special dividends or share repurchases if the company does not make acquisitions; -- The company will maintain cash balances of $500 million-$1 billion through rating horizon -- Fitch assumes the company will issue new debt in the range of $500 million to $1.5 billion annually. Fitch expects the majority of the newly issued debt will be in the form of senior secured term loans, however this should not pressure its RR5 recovery expectations for the senior subordinated notes. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes TDG would be considered a going concern and would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim in the recovery analysis. TDG's recovery analysis reflects a potential severe down-cycle in the aerospace market and assesses the going concern pro forma EBITDA at approximately $1.82 billion based on the company's stable operations, high operating margins and significant percentage of revenues derived from aftermarket products. The $1.82 billion ongoing EBITDA assumption represents an approximately 20% decline from Fitch's projected pro forma EBITDA at the end of fiscal 2018. Fitch expects the EV multiple used in the TDG recovery analysis will fluctuate in the range of 7x-8x, and Fitch is currently using a 7.5x multiple to calculate a post-reorganization valuation. Enterprise value-to-forward EBITDA multiples ranged from 4.8x-8.8x on the three Aerospace & Defense (A&D) bankruptcy plan observations available, with two of the three exit multiples being lower than the median 6.1x cross-sector exit multiple in Fitch's U.S. corporate bankruptcy database. The A&D defaulters typically had significant operational issues; low product, contract and customer diversification; or delays in receipt of contractual revenues in addition to over-leveraged capital structures. While TDG has a highly leveraged capital structure, Fitch believes the company's business profile is stronger than the profiles in the A&D bankruptcy observations. Fitch utilizes the 7.5x EV multiple based on TDG's solid contract and product diversifications, high percentage of sole-source and proprietary products, and significant EBITDA derivation from higher margin and more stable aftermarket sales. In addition, recent transactions for similar companies have been completed at EBITDA multiples in the range of 11x-12x, as evidenced by a recent purchase of Orbital ATK, Inc. by Northrop Grumman Corporation at an approximately 14x EBITDA multiple earlier in 2018. The $600 million revolving credit facility (RFC) and the $300 million accounts receivable securitization facility (ARSF) are assumed to be fully drawn upon default. The ARSF, RFC and first lien senior secured term loans are senior to the senior subordinated unsecured notes in the waterfall. The waterfall results in a 100% recovery corresponding to a Recovery Rating of 'RR1' for the first lien (assumed at $10.6 billion following the completion of the acquisition) and ARSF ($300 million). The waterfall also indicates a 14% recovery corresponding to 'RR5' for the senior subordinated unsecured notes ($5.1 billion). RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Actions - Fitch does not anticipate positive rating actions in the near term given current credit metrics and the company's cash-deployment strategies. Positive rating actions could be considered if the company modifies its cash-deployment strategy and focuses on debt reduction. Future Developments That May, Individually or Collectively, Lead to Negative Rating Actions - A negative rating action may be considered if there is significant cash flow margin erosion without commensurate deleveraging of the company. - Fitch may consider a negative rating action if TDG's adjusted leverage (adjusted debt to EBITDAR) and FFO-adjusted leverage increase and remain between 8.0x and 8.25x, and above 9.5x, respectively, driven by weakening of the global economy, a downturn in the aerospace sector, or by issuance of additional debt to fund special dividends or acquisitions. - Fitch may take a negative rating action on the senior subordinated notes if their recovery prospects deteriorate due to an issuance of new senior secured debt. LIQUIDITY Good Liquidity: Fitch anticipates recently completed and future acquisitions will allow TDG to accelerate its revenue, EBITDA and FCF growth over the rating horizon. TDG has adequate financial flexibility and good liquidity supported by a $600 million revolving credit facility and a sizable cash balance, as the company typically holds above $500 million in cash. As of June 30, 2018, TDG held $1.9 billion in cash and equivalents and $685 million of revolver availability after giving effect to $15 million of letters of credit outstanding. The company does not have significant debt maturities until 2020, when $550 million of senior subordinated notes become due. Fitch anticipates the company will refinance the maturing debt and estimates TDG's liquidity will typically fluctuate between $1 billion to $1.5 billion over the rating horizon. Debt Structure: TDG's capital structure consists of senior secured credit facilities, senior subordinated unsecured notes and a $300 million trade receivable securitization facility. As of July 18, 2018, the company had a $600 million senior secured revolver maturing in 2022, three outstanding senior secured term loan tranches under its credit facility, with a total amount outstanding of approximately $7.6 billion, and $5.1 billion of aggregate outstanding subordinated bonds. On May 31, 2018, the company refinanced and upsized tranche F term loans by $1.15 billion to a total amount of $2.88 billion, and retired $500 million senior subordinated notes due 2021. The tranche F matures in June 2023, the tranche G matures in August 2023, and the tranche E matures in May 2025. On May 8, 2018 TDG UK, a first time issuer and direct wholly owned subsidiary of TDG, issued $500 million of subordinated notes due in 2026. TDI is a co-obligor of the $500 million senior subordinated debt issued by TDG UK. FULL LIST OF RATING ACTIONS Fitch has taken the following ratings actions: TransDigm Group Inc. -- Long-term IDR affirmed at 'B'. TransDigm Inc. -- IDR affirmed at 'B'; -- Senior secured revolving credit facility affirmed at 'BB'/'RR1'; -- Senior secured term loans affirmed at 'BB'/'RR1'; -- Senior subordinated notes affirmed at 'B-'/'RR5'. TransDigm UK Holdings plc -- Senior subordinated notes affirmed at 'B-'/'RR5'. The Rating Outlook is Stable. TRANSDIGM INC: S&P Places 'B+' ICR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed all of its ratings, including its 'B+' issuer credit rating, on TransDigm Inc. on CreditWatch with negative implications. The CreditWatch placement follows TransDigm's announcement that it reached a definitive agreement to acquire Esterline Technologies Corp. for approximately $4 billion, including the assumption of debt. S&P said, "Although financing plans are not decided, we believe that the transaction could weaken the company's credit metrics beyond our 7x debt to EBITDA downgrade trigger. While Esterline brings additional scale and capabilities, it also has much lower profitability (EBITDA margins around 15% compared to almost 50% at TransDigm), has a lower proportion of aftermarket sales, and participates in more competitive markets than TransDigm. Therefore, the combination may not improve TransDigm's competitive position enough to offset the increase in debt. This is also by far the company's largest acquisition, leading to the potential for integration risk. It will likely be challenged to materially improve margins at Esterline, as it did with other acquisitions. We also expect the company to maintain its very aggressive financial policy, pursuing large debt-financed acquisitions and occasionally dividends." S&P said, "We plan to resolve the CreditWatch when we have further information regarding the proposed financing of the transaction, details of the company's strategic rationale for the acquisition, and financial policy. We could lower our issuer credit rating on TransDigm by one notch if we believe the company's financial policy, addition of a lower-margin business, and integration risk would result in debt-to-EBITDA ratio remaining above 7x for an extended period despite added scale and new capabilities. We will determine the impact on our issue-level and recovery ratings once the company announces a financing plan for the acquisition." TRANSMISSION SOLUTIONS: Sunshine Buying Hunker Property for $350K ----------------------------------------------------------------- Transmission Solutions Group, Inc., asks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to sell assets consisting primarily of Calhoun Satellite Communications, Inc.'s stock and a parcel of real estate, with two buildings erected thereon, designated as 1007 Old Route 119, in the city of Hunker, located on the border line of Hempfield and East Huntingdon Townships, in Westmoreland County in the Commonwealth of Pennsylvania, to Sunshine Acquisitions, Inc. for $350,000, subject to higher and better offers. The Debtor is the parent corporation of Calhoun, which is also a Debtor under Chapter 11 before the Court at Case No. 17-23389. The Debtor's assets consist primarily of the Property. The Debtor has never been an operating entity, and its Chapter 11 case was filed mainly to avoid judicial actions by entities to whom the Debtor and Calhoun were jointly obligated and to stay the monthly rental payments owing to it by Calhoun, which payments were being paid by Calhoun directly to the major secured creditor of both companies. Calhoun has now sold substantially all of its assets and is winding up its affairs. The stock of Calhoun does not have any value since all of its assets have been sold. Transmission has received an offer to purchase the Property from the Buyer for a price of $350,000. The Buyer is the neighboring company adjacent to the Debtor. The following parties may assert liens against the Property: (i) Newtek Small Business Finance, LLC, the primary mortgagor of the Property; (ii) Westmoreland County, Pennsylvania; (iii) Hempfield Township, the township where 50% of the Property is located; (iv) East Huntingdon Township, the township where 50% of the Property is located; (v) Hempfield, the school district where Property is located; (vi) the IRS; and (vii) Commonwealth of Pennsylvania. The IRS and the Commonwealth of Pennsylvania are not believed to have claims or liens against the Property, but are being named as Respondents for notice purposes. The funds received from the sale will be insufficient to pay outstanding taxes and the mortgage lien of Newtek in full, so it is in the best interest of the Debtor's estate for the sale to be held in the Bankruptcy Court, clear of all liens, claims, interests and encumbrances thereupon, with the liens to attach to the proceeds of said sale. It is in the best interest of the creditors of the estate that the DIP be authorized to sell the property pursuant to the terms set forth in the Agreement. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Transmission_Solutions_215_Sales.pdf It is believed, after investigation through inquiry with a commercial broker, that the Debtor would be unlikely to obtain any substantially higher or better offers by marketing the Property through an agent, and that the advertising done in the framework of a sale pursuant to 11 U.S.C. Section 363(b) will be sufficient to attract any entity that may have an interest in commercial property in the Westmoreland County area. The Debtor asks the Court to authorize the sale of the Property free and clear and divested of all liens, claims, interests and encumbrances, with the liens to be transferred to the proceeds of the sale of the Property with the sale costs and expenses be paid in priority to creditors of the estate. About Transmission Solutions Group Transmission Solutions Group, Inc., currently operates a satellite transmission business located at 1007 Old Route 119, in Hunker, PA, among other things, provides satellite transmission services for network and cable television companies. Transmission Solutions filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-23388) on Aug. 22, 2017. The Debtor hired Dennis J. Spyra, Esq., as bankruptcy counsel. UVLRX THERAPEUTICS: Creditors Prohibit Further Cash Collateral Use ------------------------------------------------------------------ Legacy Technology, Inc., and The Grotenhuis Family 2009 Revocable Trust, secured creditors in this Chapter 11 case, ask the US Bankruptcy Court for the Middle District of Florida to prohibit UVLRx Therapeutics, Inc.'s use of cash collateral, and instruct Debtor to segregate the cash collateral. By the Debtor's own admission, the Creditors are owed not less than $1,734,110 (exclusive of interest, fees, costs, and other expenses which are continuing to accrue), which makes them the largest creditors in this case. More importantly, the Creditors claim they are the only secured creditors in this case and their claim is not disputed. The Creditors' claims are secured by, among other collateral, a duly-perfected first-priority lien and security interest in all of the tangible and intangible property listed on Schedule A to that certain Security Agreement. According to its recent filings, the Creditors discover that the Debtor has very little cash or accounts receivable as of the Petition Date, and the Debtor's gross receipts have fallen precipitously over the past two years. Despite its illiquidity, the Creditors argue that Debtor has requested permission to pay two officers $9,000 per week plus expenses, with no justification for the exorbitant salaries. On Sept. 11, 2018, the Creditors wrote to the Debtor and made it clear that they object to the use of cash collateral absent an order of the Court and adequate protection. However, the Debtor has not filed a motion for authority to use cash collateral. According to Debtor's counsel, they have not yet been able to prepare a budget. Based on the sequence of the filings in this case so far, the Creditors submit it appears that the Debtor's prerogative is paying its officer's salaries rather than reorganizing for the benefit of creditors. The Creditors contend that the Debtor has not proposed any adequate protection. In fact, the Debtor has not even proposed a budget, despite several requests made by Creditors' counsel. Upon review of the limited information available to the Creditors, it is clear that the cash collateral is unprotected and likely diminishing. After all, the Debtor has asked to pay $9,000 per week in salary to two officers, even though the Debtor only has $15,000 in cash and $9,000 in accounts receivable as of the Petition Date. The Creditors, who are the only secured creditors in this case, do not consent to the Debtor's use of cash collateral, so any order authorizing its use must adequately protect the Creditors' interest. Without the Creditors' consent or adequate protection -- both of which are absent in this case -- the Court should prohibit the Debtor from using the Creditors' cash collateral. Attorneys for Legacy Technology, Inc. and The Grotenhuis Family 2009 Revocable Trust John L. Dicks II, Esq. D. Brett Marks, Esq. AKERMAN LLP 401 E. Jackson St., Suite 1700 Tampa, FL 33602 Telephone: 813.223.7333 Facsimile: 813.218.5485 E-mail: john.dicks@akerman.com brett.marks@akerman.com About UVLrx Therapeutics Based in Oldsmar, Florida, UVLrx Therapeutics is dedicated to evidence-based medicine in the field of light therapy and offers the first known intravenous, concurrent delivery of Ultraviolet-A (UVA), RED and GREEN light wavelengths. UVLrx Therapeutics filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07590) on Sept. 7, 2018. In the petition signed by CEO Michael Harter, the Debtor disclosed $362,644 in assets and $5,179,373 in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor. UVLRX THERAPEUTICS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of UVLrx Therapeutics, Inc. as of Oct. 10, according to a court docket. About UVLrx Therapeutics Based in Oldsmar, Florida, UVLrx Therapeutics is dedicated to evidence-based medicine in the field of light therapy and offers the first known intravenous, concurrent delivery of Ultraviolet-A (UVA), RED and GREEN light wavelengths. UVLrx Therapeutics filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07590) on Sept. 7, 2018. In the petition signed by CEO Michael Harter, the Debtor disclosed $362,644 in assets and $5,179,373 in liabilities. Buddy D. Ford, Esq. at Buddy D. Ford, P.A., represents the Debtor. VERITAS SOFTWARE: Bank Debt Trades at 3% Off -------------------------------------------- Participations in a syndicated loan under which Veritas Software is a borrower traded in the secondary market at 97.27 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.25 percentage points from the previous week. Veritas Software pays 450 basis points above LIBOR to borrow under the $1.933 billion facility. The bank loan matures on January 27, 2023. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. VERSANT HEALTH: S&P Alters Outlook to Negative & Affirms 'B' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Versant Health Holdco Inc. to negative from stable and affirmed its 'B' long-term issuer credit rating. S&P said, "We also affirmed all issue ratings, including our 'B' rating on the company's first-lien credit facility, consisting of a $75 million revolver due 2022 and $800 million first-lien term loan due 2024. The recovery rating is '3', indicating our expectation for meaningful (55%) recovery in the event of a payment default. We also affirmed our 'CCC+' issue-level and '6' recovery ratings on Versant's $210 million second-lien term loan due 2025. The '6' recovery rating indicates our expectation for negligible (0%) recovery in the event of payment default." S&P said, "Our negative outlook reflects Versant's underperformance relative to our expectations, resulting in weakened credit protection measures, including elevated leverage and lower EBITDA interest coverage. It also factors in the possibility Versant will not delever below 7.5x by year-end 2019 and/or will face weakened coverage below 2.0x during this time period. Versant emerged in December 2017 through the combination of Davis Vision and Superior Vision and has faced some integration risks, a slower synergy realization, and some client losses, resulting in earnings compression and weaker-than-expected credit metrics through the first half of 2018. The company also pursued a dividend recap earlier this year that we believed at the time would be offset by a new client win; however, this win will now be realized in 2019. Specifically, leverage as of the last 12 months ended June 30, 2018 is approximately 8.0x, with expectations for leverage to remain in the mid-to-upper 7.5x-8.0x by year-end 2018. Additionally, weaker EBITDA interest coverage of about 2.0x at year-end 2018 could pressure the rating, especially if the company boosts its debt position in 2019. Due to the uncertainties surrounding ongoing potential integration and execution risk in meeting our expectations as it relates to EBITDA and credit protection metrics in 2019, a heightened downside risk is apparent and we may reassess Versant's business profile assessment. "The negative outlook reflects our expectation that we could lower our ratings during the next 12 months if Versant's business performance erodes, leading to weaker earnings and credit protection measures than we anticipate: adjusted debt to EBITDA of 7.5x-8.0x with coverage of roughly 2.0x at year-end 2018 with leverage improving through 2019 to 7.2x-7.5x and EBITDA coverage in the low-2.0x range on a sustained basis. "We could lower our ratings in the next 12 months if Versant's performance deteriorates due to integration risk, loss of a substantial customer, or synergies taking longer to be realized than we expect. In this scenario, EBITDA would decline by 1%-2% from our base-case projections. This would increase the risk of higher-than-expected leverage and/or weaker-than-expected EBITDA interest coverage. Specific triggers that could lead to a downgrade include financial leverage above 7.5x and EBITDA interest coverage below 2.0x on a sustained basis. We could also consider a downgrade if Versant becomes more aggressive with its financial policies so that debt-financed dividends lead to elevated credit protection measures above our triggers. "We could affirm our ratings in the next 12 months if Versant's business performance and credit protection metrics stabilize with leverage sustained below 7.5x and EBITDA interest coverage above 2.0x, and the company demonstrates a commitment to maintain these metrics within our expectations." VICTOR P. KEARNEY: Ct. Junks Emergency Bid for Stay Pending Appeal ------------------------------------------------------------------ Bankruptcy Judge David T. Thuma denied Debtor Victor P. Kearney's emergency motion to stay pending appeal. By the motion, the Debtor sought a stay pending his appeal of two related stay relief orders, both concerning a request to have a state court judge hear certain matters within the state court's (likely exclusive) jurisdiction before he retires. Bankruptcy Rule 8005 allows bankruptcy courts to issue stays pending appeal. Factors to consider include: "(1) whether the stay applicant has made a strong showing that they are likely to succeed on the merits; (2) whether the applicant will be irreparably injured absent a stay; (3) whether issuance of the stay will substantially injure the other parties interested in the proceeding; and (4) where the public interest lies." Factors one and two--likelihood of success and irreparable harm--are the most critical. The Court concludes that the Debtor has not carried his burden of showing that he is likely to succeed on the merits, nor that he would be irreparably harmed if the motion is denied, nor that granting the motion would not harm his creditors, nor that the requested stay would serve the public interest. Co-trustees of the MPK Trusts Louis and Benny Abruzzo and the Unsecured Creditors Committee argued during oral argument that, since the Court terminated exclusivity, the Debtor has worked hard to thwart a competing plan of reorganization, while at the same time making only half-hearted efforts to pay his creditors. The Court is not prepared to accept the argument, but the motion is consistent with the theory. Whether the Abruzzos and the UCC are right or wrong about the Debtor's goals and motivations, the Court wants to get the case moved toward a conclusion as soon as practicable. The bankruptcy case is in re: In re: Victor P. Kearney, Debtor, No. 17-12274-t11 (Bankr. D.N.M.). A copy of the Court's Memorandum Opinion dated Sept. 28, 2018 is available at https://bit.ly/2QSJ5hR from Leagle.com. Victor P. Kearney, Debtor, represented by Jason Michael Cline -- jason@attorneyjasoncline.com -- Jason Cline, LLC, Debbie E. Green, Foley & Lardner LLP, Don F. Harris, Marcus A. Helt -- mhelt@gardere.com -- Foley & Lardner LLP & David Benjamin Thomas, Reid Collins & Tsai LLP. United States Trustee, U.S. Trustee, represented by Alice Nystel Page, Office of the U.S. Trustee. Unsecured Creditors Committee, Creditor Committee, represented by Chris W. Pierce, Walker & Associates, P.C. & Thomas D. Walker, Walker & Associates, P.C. Victor P. Kearney filed for chapter 11 bankruptcy protection (Bankr. D.N.M. Case No. 17-12274) on Sept. 1, 2017 and is represented by Jason Michael Cline, Esq. of Jason Cline, LLC. VISITING NURSE: Creditors Panel Hires Marshack Hays as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Visiting Nurse Association of the Inland Counties, seeks authorization from the U.S. Bankruptcy Court for the District of California to retain Marshack Hays LLP, as counsel to the Committee. The Committee requires Marshack Hays to: (1) advise the Committee with respect to its rights, powers, duties and obligations as the official Committee of creditors holding unsecured claims of the Debtor's bankruptcy case; (2) prepare pleadings, applications and conducting examinations incidental to administration of this case and to protect the interests of the unsecured creditors of the Estate; (3) advise and represent the Committee in its connection with all applications, motions or complaints filed during the course of the administration of this case; (4) develop the relationship of the Committee with the Debtor in the bankruptcy proceeding; (5) advise and assist the Committee in presentation with respect to any plan of reorganization proposed by the Debtor, the Committee, or other entity; and (6) take such other action and performing such other services as the Committee may require of the Firm in connection with the Chapter 11 case. Marshack Hays will be paid at these hourly rates: Partners $500 to $630 Associates $290 to $400 Paralegals $150 to $270 Marshack Hays will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard A. Marschack, a partner at Marshack Hays, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Marshack Hays can be reached at: Richard A. Marshack, Esq. David A. Wood, Esq. MARSHACK HAYS LLP 870 Roosevelt Irvine, CA 92620 Tel: (949) 333-7777 Fax: (949) 333-7778 E-mail: rmarshack@marshackhays.com dwood@marshackhays.com About Visiting Nurse Association of the Inland Counties Visiting Nurse Association of the Inland Counties -- http://www.vnacalifornia.org/-- is a not-for-profit organization that provides health, palliative and hospice services when in-home care is needed or preferred. It offers a full continuum of care for patients, including home health, hospice and bereavement services. The company is headquartered in Riverside, California, with patient care centers in Palm Desert and Murrieta. Visiting Nurse Association of the Inland Counties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-16908) on Aug. 15, 2018. In the petition signed by Bruce Gordon, corporate controller, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Mark D. Houle presides over the case. The Debtor tapped The Turoci Firm as its legal counsel. On Sept. 13, 2018, the U.S. trustee appointed Jerry Seelig as patient care ombudsman in the Debtor's case. On September 19, 2018, the United States Trustee filed an appointment and notice of appointment of committee of unsecured creditors. The Committee retained Marshack Hays LLP as counsel. WALL STREET LANGUAGES: Berkeley Buying ESL/Career Schools for $64K ------------------------------------------------------------------ Wall Street Languages Ltd. asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the private sale of substantially all assets related to its English as a Second Language School, Translation Business, and Career School to Berkeley Language Services, LLC pursuant to (a) an ESL School Asset Purchase Agreement dated Sept. 18, 2018, and (b) a Career School Asset Purchase Agreement dated Sept. 18, 2018, to Berkeley Language Services, LLC for $64,000. The Debtor fell into financial distress as a result of the prior downturn in the economy. Although it survived through the financial crisis, it left the Debtor in a financially weakened state with inadequate working capital. In June 2017, it began searching for a purchaser for its language school business. The Debtor entered into a contract with a business broker who specializes in marketing and selling language schools, Ricardo Belotti Consultoria Empresarial Ltda. The Broker worked diligently to find a buyer. The Debtor was facing a motion to lift the automatic stay by its landlord, CP/IPERS Alchemy 43rd Street Owner, LLC, due to non-payment of post-petition rent related to two leases -- one for the 19th Floor where the Debtor had its offices, and the other for the 2nd Floor where the Debtor has its teaching facility and the 3rd Floor where the Debtor sublets to Transperfect. The Debtor and its Landlord reached a resolution whereby the Debtor has already vacated its office space on the 19th Floor. The Debtor has until Sept. 30, 2018 to vacate its current teaching space on the 2nd floor. There will be an attornment of subtenant Transperfect to the Landlord thereby avoiding any interruption to Transperfect's operations. The Debtor has successfully recovered from the disappointment with Linden East, LLC, a prospective buyer that pulled out of the deal immediately prior to the hearing, by negotiating a sale of its assets to the Purchaser, related to Berkeley College, a well-known entity in New York. The Purchaser and the Landlord are discussing continued occupancy of the 2nd floor teaching space for some period of time, after which the teaching operations will be moved to the Berkeley campus. In light of the Debtor's current financial situation, there is an urgency to quickly transfer the business assets to a purchaser who has an accreditation and can provide the students with their classes that have already been paid for. For the last several weeks the Debtor, the Broker and the Debtor's counsel have been involved in arms'-length negotiations with the Purchaser. The New York State regulatory agencies have been consulted in depth. As a result of regulatory concerns, two asset purchase agreements have been drafted and signed, subject to Court approval. The sale of the English as a Second Language School and the Translation business is addressed in the ESL APA. The sale of the Career School is addressed in the Career APA. A copy of the APAs attached to the Motion is available for free at: http://bankrupt.com/misc/Wall_Street_37_Sales.pdf The Debtor asks to consummate an immediate private sale to the Purchaser. Without an immediate private sale, it will be forced to vacate its teaching facilities and cease operating on Sept. 30, 2018. The private sale will save employee jobs, protect the students from being deported, provide the students with class instruction in many circumstances that they already paid for (which obligations are being assumed by the Purchaser under the APAs), and provide a temporary tenant for the 2nd floor while the Landlord continues to market the space. Additionally, many local businesses benefit from the continued operation of the language school, (including approximately 50% of the Debtor’s creditors), in the form of students needing residential accommodations, food and entertainment, homestays, and name of the students go on to attend colleges and universities across the United States. In addition to saving the jobs of many of the employees, the Purchaser has offered to retain Cesar Rennert, who has run this business for 45 years, to assist in the smooth transition of the business operations. Mr Rennert will work for the Purchaser and receive a salary. The Debtor asks approval to sell the Assets of the English as a Second Language School to the Purchaser on these terms and conditions: Seller: Wall Street Languages, Ltd. Purchaser: Berkeley Language Services, LLC Purchase Price: $32,000 of which $2,000 is earmarked for the Consumer Privacy Policy Ombudsman. Payable $10,000 deposit to the Debtor's counsel, balance due at closing. Assumed Liabilities consisting of: (i) deferred compensation not to exceed $17,500 to cover outstanding payroll liability due to Eimear Harrison, which will be paid no later than 15 days after Closing; (ii) teachout and teaching obligations for all Seller's New York students for which the Purchaser is authorized to teach following the Closing; and (iii) all liabilities of Seller under any Transferred Contracts (including all Cure Costs), but such Cure Costs will not exceed $12,000 in the aggregate. Acquired Assets: At the closing of the Acquisition, the Purchaser would purchase from the Debtor, and the Debtor would sell to the Purchaser, all of its right, title and interest, if any, in and to all assets associated with the Business: all of Seller's assets relating to its ESL School and translation and international services located at 211 E. 43rd Street, New York, NY 10017 or stored at Berkeley College's Newark campus located at 536 Broad Street, Newark, NJ 07102. Representations and Warranties; Covenants: The representations and warranties and covenants are customary for a transaction of this type, including, without limitation, representations and warranties regarding the authority to enter into the sale transaction and the agreement to abide by all laws with respect to the sale, litigation, material contracts, permits, environmental matter, ownership of Property, taxes and condition of the Property, the best efforts of the parties, notices and consents, access to information and the risk of loss. Closing Date: The closing will take place at the offices of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, no later than Oct. 31, 2018. The Debtor asks approval to sell the Assets of the Career School to the Purchaser on these terms and conditions: Seller: Wall Street Languages, Ltd. Purchaser: Berkeley Language Services, LLC Purchase Price: $32,000 of which $2,000 is earmarked for the Consumer Privacy Policy Ombudsman. Payable $10,000 deposit to Debtor's counsel, balance due at closing. Assumed Liabilities consisting of: (i) eferred compensation not to exceed $17,500 to cover outstanding payroll liability due to Eimear Harrison, which will be paid no later than 15 days after Closing; (ii) teachout and teaching obligations for all the Seller's New York students for which Purchaser is authorized to teach following the Closing; (iii) refunds that may be due as required by policy guidance on transfers of ownership of licensed private career schools; and (iv) all liabilities of Seller under any Transferred Contracts (including all Cure Costs, to the extent provided herein), but such Cure Costs will not exceed $12,000 in the aggregate. Acquired Assets: At the closing of the Acquisition, the Purchaser would purchase from the Debtor, and the Debtor would sell to the Purchaser, all of its right, title and interest, if any, in and to all assets relating to the Seller's licensed private career school located at 211 E. 43rd Street, New York, NY 10017 or stored at Berkeley College's Newark campus located at 536 Broad Street, Newark, NJ 07102. Representations and Warranties; Covenants: The representations and warranties and covenants are customary for a transaction of this type, including, without limitation, representations and warranties regarding the authority to enter into the sale transaction and the agreement to abide by all laws with respect to the sale, litigation, material contracts, permits, environmental matter, ownership of Property, taxes and condition of the Property, the best efforts of the parties, notices and consents, access to information and the risk of loss. Closing Date: The closing will take place at the offices of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, no later than Oct. 31, 2018. Pursuant to the APAs, the Purchaser will acquire, and the Debtor will convey by private sale, all of the right, title and interest that Debtor possesses as of the Closing in and to the Assets free and clear of all liens, claims, interests, obligations and encumbrances whatsoever. In consideration of the sale of the Assets covered by the APAs, the Purchaser will pay the total Purchase Price $64,000 (of which $4,000 is earmarked for the Consumer Privacy Policy Ombudsman) at Closing and assume various liabilities of the Debtor. Time is of the essence and critical in closing on a sale of the Debtor's assets, as the administrative expenses of the Chapter 11 Case continue to accrue and there are insufficient funds to pay them. It is extremely unlikely that an overbid process will generate higher and better offers for the Debtor's assets. In connection with, and ancillary to, the Debtor's request for approval of the APAs, the Debtor asks authority to assume and assign its interest in the following Leases, subject to modification as agreed between the Purchaser and Landlord which the Debtor understands is currently being negotiated. The Landlords will not receive cure amounts but may file administrative claims for any post-petition arrears and general unsecured claims for any prepetition arrears in such amount to be allowed by the Court, or otherwise agreed upon between the Debtor and the landlords, and the Leases will be deemed in full force and effect and free of any defaults or purported termination thereunder. These Leases include, subject to further direction by Purchaser: Student Housing Lease #1. Between Hillside Parsons LLC for the premises located at 202 East 110th Street, New York, NY 10017 Apartments 6A and 6B; Student Housing Lease #2. Between 44th Street idtown Holdings LLC c/o Dalan Management for the premises located at 230 East 44th Street, New York, NY 10017, Penthouse E and Apt. 10A; Student Housing Lease #3. Between The Chetrit Group, doing business as 1760 Third Owner LLC as landlord and the Debtor as tenant for certain student room blocks located at 1760 Third Avenue, New York, NY; and Student Housing Lease #4. Between AKA United Nations Luxury Apartments as landlord and the Debtor as tenant for reservation number 543823 for the premises located at 234 East 46th Street, New York, NY. The Debtor has been working with the Broker pursuant to a Services Agreement dated June 27, 2017. It asks to retain the Broker. The Broker's employment is necessary and in the best interest of the Debtor and its estate. The Broker will be paid for the legal services rendered upon application duly filed with the Court. Pursuant to the Broker Agreement the Broker would be entitled to its minimum success fee ($150,000) minus the total monthly payments made under the Broker Agreement ($48,000 paid so far), amounting to a total due of $102,000, which would be an administrative claim in the estate. The Purchaser: BERKELEY LANGUAGE SERVICES, LLC 3 E. 43rd Street New York, NY 10017 About Wall Street Languages Wall Street Languages Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-11581) on May 24, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor hired DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, as its legal counsel. WAYNE BAILEY: Court Allows Objection to Scott Farms' PACA Claim --------------------------------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse entered an order allowing Debtor Wayne Bailey, Inc.'s objection to the Perishable Agricultural Commodities Act (PACA) Claim of Scott Farms, Inc. Scott Farms timely filed a PACA proof of claim on April 16, 2018, Claim No. 87-1. In the Proof of Claim, Scott Farms initially asserted a claim in the amount of $154,031.47 and contended that this full amount was entitled to statutory trust protection pursuant to PACA. In the objection, the debtor contended that several of the invoices attached to Scott Farms' Proof of Claim listed payment terms that exceeded the statutory maximum. Although the Objection originally disputed the PACA eligibility of Scott Farms' entire claim, the parties agreed to an allowed PACA claim in the amount of $39,000, to which a setoff in the amount of $33,183 will be applied. Remaining for the court's determination is the PACA eligibility of two invoices: (1) Invoice #21729 in the amount of $77,998 and (2) Invoice # 21730 in the amount of $38,400. In this case, Invoice #21729 is dated Oct. 27, 2017, but represents potato pack outs from September 15 to September 19, 2017. Invoice #21730 is dated Oct. 30, 2017 and represents pack outs from September 22 to October 10, 2017. No other invoices representing those pack outs were introduced into evidence by either party, and no pack out slips were introduced into evidence. Scott Farms contends that default occurred when it was not paid in full upon the expiration of the parties' known payment term following pack outs of the potatoes. Assuming that the parties' oral agreement for a 30-day payment term applies, Scott Farms alleges that payment in full on the potatoes was due on October 15, October 16, October 18, October 19, October 22, October 28, November 2, and November 9, and that Wayne Bailey was in default when it did not remit full payment on those dates, i.e. thirty days after each respective pack out. Based on the listed dates, Scott Farms contends that an email exchange between the parties dated November 6, 2017 constitutes a valid post-default agreement. The email is from Kim Scott, Office Manager of Scott Farms, to Linda Gore, the Accounts Payable Clerk at Wayne Bailey. In the emails, the parties discuss amounts owed to each other and allegedly agree to extend payment terms to November 20, 2017. The timing of this email exchange, when compared to the invoice dates, is suspect. No party introduced evidence that Wayne Bailey knew what amounts it owed Scott Farms until the October 27 and October 30 invoices were delivered. In short, the invoice evidence does not support Scott Farms' position that the November 20, 2017 due date noted on the Disputed Invoices represents a post-default agreement. The existence of a post-default agreement between the parties therefore has not been proven by Scott Farms. In this case, there was no written agreement to alter the payment terms. Rather, only an oral agreement to a 30-day payment term existed between the parties. However, this 30-day term clearly and directly conflicts with the "Net Due November 20, 2017" term listed on the invoices in question. The fact that the agreement between the parties to extend the payment term to thirty days was oral, rather than written, should not change the outcome. Id. Where parties' agreed-upon payment terms and listed invoice payment terms conflict, and when those payment terms exceed the 30-day maximum, PACA trust eligibility is invalidated. For these reasons, the Objection of the debtor to the PACA claim of Scott Farms is allowed. Scott Farms will have an allowed PACA claim in the amount of $39,000, subject to a setoff by the debtor in the amount of $33,184. Scott Farms will also have an allowed general unsecured claim in the amount of $116,398. The bankruptcy case is in re: WAYNE BAILEY, INC. Chapter 11, Debtor, Case No. 18-00284-5-SWH (Bankr. E.D.N.C.). A copy of the Court's Order dated Sept. 28, 2018 is available at https://bit.ly/2CcMN1D from Leagle.com. Wayne Bailey, Inc., Debtor, represented by Laurie B. Biggs, Stubbs & Perdue, PA, Gregory B. Crampton, Nicholls & Crampton, P.A., Joseph Zachary Frost, Stubbs & Perdue, P.A. & Trawick H. Stubbs, Jr., Stubbs & Perdue, P.A. About Wayne Bailey, Inc. Wayne Bailey, Inc., grows, packs, and ships sweet potatoes for foodservice, retail, fresh cut, processing, and international markets worldwide. It also offers processed sweet potatoes, including shreds, sticks, diced, sliced (with or without skin), slabs (with or without skin), crinkle-cut slabs (with or without skin), and whole peeled and puree (chilled or frozen) sweet potatoes. The company was founded in 1935 and is headquartered in Chadbourn, North Carolina. It has facilities in North Carolina, Mississippi, Louisiana, and Texas. Wayne Bailey filed for chapter 11 bankruptcy protection on (Bankr. E.D.N.C. Case No. 18-00284) on January 21, 2018, listing its estimated assets and liabilities at $10 million to $50 million respectively. The petition was signed by George G. Wooten, president. Judge Stephani W. Humrickhouse presides over the case. WESTMORELAND COAL: Moody's Lowers CFR to C on Bankr. Filing ----------------------------------------------------------- Moody's Investors Service downgraded Westmoreland Coal Company's Probability of Default Rating to D-PD from Caa3-PD. Moody's also downgraded the company's Corporate Family Rating to C from Caa3 and all instrument ratings to C from Ca. The downgrade was prompted by the company's announcement that it voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code on October 9, 2018. The Speculative Grade Liquidity rating is unchanged at SGL-4. The outlook is stable. Subsequent to the actions, Moody's will withdraw all ratings. Downgrades: Issuer: Westmoreland Coal Company Probability of Default Rating, Downgraded to D-PD from Caa3-PD Corporate Family Rating, Downgraded to C from Caa3 Senior Secured Bank Credit Facility, Downgraded to C (LGD5) from Ca (LGD4) Senior Secured Regular Bond/Debenture, Downgraded to C (LGD5) from Ca (LGD4) Outlook Actions: Issuer: Westmoreland Coal Company Outlook, Remains Stable Unchanged: Issuer: Westmoreland Coal Company Speculative Grade Liquidity Rating, Unchanged at SGL-4 RATINGS RATIONALE The downgrade follows the announcement that both Westmoreland and its affiliate Westmoreland Resource Partners, LP have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division. Canadian operations are not included in the filings. Management believes that liquidity from operations combined with the Company's Debtor-In-Possession financing (unrated) is sufficient to continue operating its mines in the normal course of business, without any expected impact to current output levels, though in its view the ultimate impact of the filings remains unclear. The principal methodology used in these ratings was Mining published in September 2018. Westmoreland Coal Company, headquartered in Englewood, Colorado, produces sub-bituminous coal and lignite for sale to electric power plants located near their mines. Westmoreland operates twelve surface coal mines selling about 50 million tons of coal per year, with half coming from Western United States, and another half from Canada. The company also operates an underground bituminous coal mine in Ohio (acquired in January of 2015), a char production facility and two coal-fired power generating units. The company is a 94% owner of WMLP (formerly Oxford Resource Partners LP), which is a stand-alone, publicly-traded master limited partnership (MLP) providing Westmoreland with a platform to implement a drop-down strategy of certain U.S. and Canadian coal assets into a MLP structure. For the twelve months ended June 30, 2018, the company generated $1.3 billion in revenues. WINDSTREAM CORP: Bank Debt Trades at 5% Off ------------------------------------------- Participations in a syndicated loan under which Windstream Corporation is a borrower traded in the secondary market at 95.03 cents-on-the-dollar during the week ended Friday, September 28, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.46 percentage points from the previous week. Windstream Corporation pays 425 basis points above LIBOR to borrow under the $747 million facility. The bank loan matures on March 29, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 28. WYNN RESORTS: Moody's Rates $400MM Term Loan B 'Ba3', Outlook Neg. ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Wynn Resorts, Limited's $400 million 6-year term loan B. At the same time, Moody's affirmed WYNN's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, along with the company's subsidiary issuers Ba2 senior secured debt and B1 senior unsecured debt ratings, and SGL-1 Speculative Grade Liquidity rating. WYNN's rating outlook remains negative. Proceeds from proposed term loan can be used for general corporate purposes, including capital expenditures, share repurchases and/or investments in subsidiaries. "The Ba3 rating assigned to WYNN'S term loan B considers that despite its structural subordination to WYNN's primary operating subsidiaries -- Wynn America, LLC, Wynn Las Vegas, LLC and Wynn Macau, Limited, each of which has its own credit structure -- the term loan B is secured by an equity interest in the intermediate holding companies that own these operating subsidiaries," stated Keith Foley, a Senior Vice President at Moody's. "The management and license fees paid to Wynn Resorts, Limited from these operating subsidiaries, will be the primary source of cash flow that will service the $400 million term loan B," added Foley. WYNN's leverage increases slightly on a pro forma basis, although it does not have an impact on the rating. Pro forma Moody's adjusted debt/EBITDA on a gross basis increases to 5.2 times from 5.0 times. On a net debt basis and applying 50% of pro forma cash to the net debt calculation, Moody's adjusted net debt/EBITDA increases to 4.7 times from 4.6 times. Subject to applicable gaming laws and approvals, the new term loan B will be secured by perfected first priority pledges of all of Wynn Resorts, Limited's equity interest of each of Wynn Group Asia, Inc. and Wynn Resorts Holdings, LLC. Wynn Resorts Holdings, LLC. and Wynn Group Asia, Inc. will guaranty the new term loan B. However, the new term loan B will not be secured by the tangible assets or cash flow of Wynn America, LLC, Wynn Las Vegas, LLC and Wynn Macau, Limited. Assignments: Issuer: Wynn Resorts, Limited Senior Secured Term Loan, Assigned Ba3 (LGD4) Affirmations: Issuer: Wynn America, LLC Senior Secured Term Loans, Affirmed Ba2 (LGD2) Senior Secured Revolving Credit Facilities, Affirmed Ba2 (LGD2) Issuer: Wynn Las Vegas, LLC Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Issuer: Wynn Macau, Limited Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Issuer: Wynn Resorts, Limited Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba3 Outlook Actions: Issuer: Wynn Resorts, Limited Outlook, Remains Negative RATINGS RATIONALE WYNN's credit profile (Ba3 negative) is supported by the quality, popularity, and favorable reputation of the company's resort properties -- a factor that continues to distinguish it from most other gaming operators. The ratings also consider the favorable prospects for the company's resort in Everett, MA, a suburb near Boston that will improve the company's geographic diversification. Moody's believes this resort will ramp up well initially and perform strongly over the long term given the favorable demographics, visitation trends, and population concentration of the Boston area. Key credit concerns include WYNN's limited diversification despite the fact that it is one of the largest U.S. gaming operators in terms of revenue. WYNN's revenue and cash flow are heavily concentrated in the Macau gaming market. Moody's also expects that WYNN will be presented with and pursue other large, high profile, integrated resort development opportunities around the world. As a result there will likely be periods where the company's leverage experiences periods of increases due to partially debt-financed, future development projects. WYNN's negative rating outlook considers that an investigation is still underway regarding the suitability with respect to WYNN's gaming licenses. An independent special committee was appointed by the company's Board of Directors to investigate allegations of inappropriate personal conduct by its former Chairman and CEO as well as perform a comprehensive review of the company's internal policies and procedures. On August 3, 2018, WYNN's Board of Directors received the final presentation from the Special Committee, which was provided to gaming regulators in Massachusetts and Nevada. Both states are currently reviewing these matters, including suitability with respect to WYNN and its related licensees. The gaming regulator in Macau is also monitoring and reviewing the situation. The outlook could be revised to stable if the investigations provide enough independent tangible evidence available that suggests WYNN will be able to maintain its Nevada, Macau, and Massachusetts gaming licenses in good standing. Ratings could be downgraded if WYNN's ability to maintain any of its gaming licenses is impaired and/or Moody's adjusted net debt/EBITDA rises above 6.0 times for any reason. An upgrade would require that Wynn demonstrate the ability and willingness to maintain net debt/EBITDA below 5.0 times along. Wynn Resorts, Limited, is a developer, owner and operator of integrated casino resorts. In the Macau Special Administrative Region of the People's Republic of China, the company owns approximately 72% of Wynn Macau, Limited, which includes the operations of the Wynn Macau and Wynn Palace resorts. In Las Vegas, Nevada, the company operates and, with the exception of certain retail space, owns 100% of Wynn Las Vegas. Consolidated net revenue for the 12-month period ended June 30, 2018 was about $6.49 billion. WYNN RESORTS: S&P Assigns BB- Rating on New $400MM Sec. Term Loan ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Las Vegas-based casino owner and operator Wynn Resorts Ltd.'s proposed $400 million senior secured term loan due in 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. Wynn expects to use the proceeds for general corporate purposes, including repurchases of its stock, investments in subsidiaries, and/or capital expenditures. The loan will be secured by perfected first-priority pledges of Wynn Resorts' equity interests in the guarantors, including Wynn Group Asia Inc. and Wynn Resorts Holdings LLC, subject to applicable gaming laws and approvals. Wynn Group Asia and Wynn Resorts Holdings' primary assets include license and management agreements with each of their casino operating subsidiaries and intellectual property, including the Wynn trademarks and trade name. The loan is structurally subordinated to all debt at Wynn's casino operating subsidiaries and relies on the management and licensing fee stream paid to the guarantors for debt service. S&P said, "Additionally, we view the term loan's security package as weak because it is an equity pledge, as opposed to an asset pledge. In our view, the pledge of the guarantors' equity adds no meaningful incremental protection to lenders that the guarantees don't already provide. As a result, we consider the secured term loan to be effectively unsecured, and we therefore cap our recovery rating at '3' and recovery prospects at 50%-70%. "We expect the transaction to modestly increase Wynn's consolidated net leverage about 0.2x to the low-4x area from our previous 4x forecast. However, this represents a sizable cushion relative to our 6x downgrade threshold. Notwithstanding our expectation that Wynn will maintain a significant cushion to our downgrade threshold, our rating outlook is negative because of continued uncertainty surrounding ongoing investigations, especially those by the Massachusetts Gaming Commission and Nevada Gaming Control Board. We believe that management, board, and ownership changes in recent months meaningfully reduce but do not eliminate the risks of an unfavorable outcome from one of these investigations. As a result, we are unlikely to revise the outlook to stable until we can assess the outcome of regulatory reviews and potential impairment, if any, to Wynn's ability to maintain gaming licenses in its various markets. "However, because we forecast Wynn's leverage in the low-4x area, we could consider raising the rating if the investigations are resolved in a satisfactory manner. This could happen if we were confident that the company would sustain sufficient cushion compared to our 5x upgrade threshold to absorb potential future operating volatility, a possible investment to renew its Macau concession, or additional development spending needs without sustaining leverage above that threshold." Key analytical factors: S&P said, "While our estimated recovery on the term loan indicates a recovery rating of '1' (90%-100% recovery expectation), we capped the recovery rating at '3' (50%-70%) because of the rating cap that we apply to debt we deem as effectively unsecured for issuers with issuer credit ratings in the 'BB' category. The cap addresses the fact that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt before default. "Our simulated default scenario for Wynn Resorts contemplates a payment default in 2022 (in line with our average four-year default assumption for 'BB-' rated credits), reflecting some combination of the following factors: a severe and prolonged global recession that impairs cash flow across the portfolio of properties, the unexpected loss of the Macau concession, and/or the inability to distribute cash out of Wynn Macau. We understand that under the terms of the Wynn Macau credit agreement, Wynn Macau can pay license and management fees to the parent as long as no default is ongoing or would result from the payment. In a default scenario, its ability to make these payments would be restricted. "Our estimated EBITDA at emergence for Wynn Resorts reflects significant uncertainty about the fee stream and the value that lenders would realize in a default scenario. As a result, we applied a 50% discount to our forecast three-year average license and management fees. In our simulated default scenario, we assume that licensing and management fees paid to Wynn Resorts by its subsidiaries would be meaningfully impaired because of weaker operating performance at the subsidiaries, coupled with a possible renegotiation of the fee stream in a default scenario. In addition to payment restrictions on management and license fees in the Macau credit agreement, we believe creditors may have incentives to renegotiate or possibly reject these agreements. However, we believe the brand would still have sufficient value and lenders would elect to renegotiate these agreements to pay less to avoid disruptions in operations. We value the license and management fee stream using a 13.5% capitalization rate (about a 7.5x multiple), similar to our enterprise valuation multiples for Wynn Las Vegas and Wynn America. "Because Wynn Resorts does not guarantee its operating subsidiaries' debt, we assume that any residual value at the parent is not available to support recovery at those subsidiaries." Simulated default assumptions: -- Simulated year of default: 2022 -- EBITDA at emergence: About $116 million -- Capitalization rate (implied EV multiple): 13.5% (7.5x) -- Gross EV: About $863 million Simplified waterfall: -- Net EV after administrative expenses (5%): $820 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated value available for senior secured claims: $820 million -- Estimated senior secured debt claims: $397 million --Recovery expectation: capped at 50%-70% (rounded estimate: 65%) All debt amounts include six months of prepetition interest. RATINGS LIST Ratings Unchanged Wynn Resorts Ltd. Issuer Credit Rating BB-/Negative/-- New Rating Wynn Resorts Ltd. Senior Secured $400mil term loan due 2024 BB- Recovery Rating 3 (65%) YOU'RE PUTTING: Carson-Meyer Offers $40K for All Business Assets ---------------------------------------------------------------- You're Putting Me On, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of all business assets to Carson-Meyer, LLC for $40,000 cash, subject to overbid. The business assets include all assets (tangible and intangible), including all of the rights, titles, ownership interests, naming rights, fictitious names, copyrights, software, fixtures, furniture, electronic equipment, equipment, supplies, and inventory owned by the Debtor, including all personal property owned by the Debtor and used in connection with the operation of the business. The Debtor proposes to sell the Assets to the Buyer free and clear of any liens, claims and encumbrances of the Respondents. Carson-Meyer is owned by Frank Meyer, who owns 40% of the Debtor, and is the husband of Linda Meyer, President of the Debtor and 60% owner. Carson-Meyer's offer is further subject to these conditions: a. Carson-Meyer deposit $5,000 with Brian C. Thompson, the counsel to the Debtor, which will be placed in his firm's escrow account. b. The Debtor agrees that, effective as of the date of the present motion and until the Closing Date, the business assets will be kept in "as is" condition and that all acts required with respect to any portion of the business assets will be made in order to correct any violations of which Debtor will receive written notice after the Effective Date from any governmental body having jurisdiction over the business assets and in order to allow Debtor to deliver the business assets to Purchaser in the same condition as exists on the date hereof. c. The business assets will be conveyed to Carson-Meyer with good and marketable title, and will be free and clear of any liens, encumbrances and claims to the fullest extent allowable by the Bankruptcy Court. d. The Hand Money Deposit will be applicable to the Purchase Price at Closing. In the event that the Court approves Carson-Meyer's offer, the Buyer will waive its claim for reimbursement of funds expended in its investigation of the Property during the Feasibility Period. The administrative expenses in the amount of $10,000 are to be paid directly to all allowed administrative claimants from the sales proceeds. Notwithstanding the foregoing, upon reasonable notice to the Debtor, Carson-Meyer elect to close at any time after the Order approving the sale of the business assets becomes a final and non-appealable Order. The Debtor previously filed a Motion to Approve Bidding Procedures, which was approved by court order on June 11, 2018. The Bidding Procedures Motion and the Order of Court approving bidding procedures and other matters related to the sales process will be posted on the Court's EASI website at http://www.pawb.uscourts.gov/ About You're Putting Me On Headquartered in Pittsburgh, Pennsylvania, You're Putting Me On, Inc., d/b/a Hometowne Sports filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 17-21720) on April 26, 2017, estimating its assets at up to $50,000 and its liabilities at betweenÂ„ $500,001 and $1 million. Brian C. Thompson, Esq., at Thompson Law Group, P.C., serves as the Debtor's bankruptcy counsel. YUMA ENERGY: Defaults Under Its 2016 Credit Agreement ----------------------------------------------------- Yuma Energy, Inc., received on Oct. 9, 2018, a notice of event of default under the credit agreement and reservation of rights from the Societe Generale, as administrative agent and issuing bank, under the Credit Agreement dated Oct. 26, 2016 and as amended on May 19, 2017, May 8, 2018 and July 31, 2018, mong the Company and certain of its subsidiaries, the Administrative Agent, and the lenders and guarantors, advising that an event of default has occurred and continues to exist under Section 6.1(d) of the Credit Agreement by reason of the Company's noncompliance with the liquidity covenant requiring the Company to maintain cash and cash equivalents of at least $4.0 million. As a result of the default, the lenders may accelerate the $35.0 million outstanding balance under the Credit Agreement and the lenders thereunder may increase the applicable interest rate under the Credit Agreement by 2.0% per annum. As of Oct. 12, 2018, the lenders have neither accelerated the outstanding amount nor increased the applicable interest but may do so in the future. The Notice advises the Company that the Administrative Agent retains and expressly reserves all rights and remedies to which it or any lender may be entitled under the Credit Agreement, including the right to accelerate and declare the loans under the Credit Agreement to be due and payable and to foreclose on the collateral subject to the Credit Agreement. The Notice further advises the Company that (i) none of the Administrative Agent or the lenders has waived, intends to waive, or does waive any event of default, or any other current or future default or event of default that may now or hereafter exist, (ii) any forbearance from the exercise of any rights and other remedies by the Administrative Agent or the lenders under the Credit Agreement with respect to any of the events of default are not to be construed as a waiver thereof and the Administrative Agent and the lenders reserved their rights to invoke all such rights and remedies at any time the Administrative Agent and the lenders deem appropriate in respect thereof, in accordance with the Credit Agreement and without further notice, (iii) the Administrative Agent and the lenders reserve the right to identify and assert additional events of default that may now exist or hereafter arise, and (iv) nothing in the Notice constitutes or be deemed to constitute, a modification of, or waiver under the Credit Agreement, or the acceptance of an event of default, occurrence or circumstance that may constitute an event of default under the Credit Agreement. The Company intends to commence discussions with the lenders under the Credit Agreement concerning a forbearance agreement or waiver of the event of default; however, there can be no assurance that the Company and the lenders will come to any agreement (either oral or written) regarding a forbearance or waiver of the event of default. About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's operations have focused on onshore properties located in central and southern Louisiana and southeastern Texas where it has a long history of drilling, developing and producing both oil and natural gas assets. More recently, the Company has begun acquiring acreage in Yoakum County, Texas, with plans to explore and develop oil and natural gas assets in the Permian Basin. The Company has operated positions in Kern County, California, and non-operated positions in the East Texas Woodbine and the Bakken Shale in North Dakota. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma incurred a net loss attributable to common stockholders of $6.80 million in 2017 following a net loss attributable to common stockholders of $42.65 million in 2016. As of June 30, 2018, the Company had $89.70 million in total assets, $48.25 million in total current liabilities, $11.69 million in total other non-current liabilities and $29.75 million in total equity. [^] BOND PRICING: For the Week from October 8 to 12, 2018 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 35.062 10/1/2022 Acosta Inc ACOSTA 7.750 35.144 10/1/2022 Alpha Appalachia Holdings LLC ANR 3.250 2.048 8/1/2015 American Tire Distributors Inc ATD 10.250 24.007 3/1/2022 American Tire Distributors Inc ATD 10.250 24.877 3/1/2022 Appvion Inc APPPAP 9.000 1.125 6/1/2020 Appvion Inc APPPAP 9.000 1.005 6/1/2020 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 15.000 6/15/2021 Cenveo Corp CVO 6.000 27.750 8/1/2019 Cenveo Corp CVO 8.500 1.461 9/15/2022 Cenveo Corp CVO 6.000 1.111 5/15/2024 Cenveo Corp CVO 8.500 1.461 9/15/2022 Cenveo Corp CVO 6.000 25.815 8/1/2019 Chukchansi Economic Development Authority CHUKCH 9.750 70.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 70.000 5/30/2020 Claire's Stores Inc CLE 9.000 64.250 3/15/2019 Claire's Stores Inc CLE 6.125 64.750 3/15/2020 Claire's Stores Inc CLE 9.000 62.447 3/15/2019 Claire's Stores Inc CLE 7.750 6.032 6/1/2020 Claire's Stores Inc CLE 9.000 54.187 3/15/2019 Claire's Stores Inc CLE 7.750 6.032 6/1/2020 Claire's Stores Inc CLE 6.125 62.000 3/15/2020 Community Choice Financial Inc CCFI 10.750 71.128 5/1/2019 Community Choice Financial Inc CCFI 12.750 60.500 5/1/2020 Community Choice Financial Inc CCFI 12.750 60.500 5/1/2020 DBP Holding Corp DBPHLD 7.750 45.398 10/15/2020 DBP Holding Corp DBPHLD 7.750 45.398 10/15/2020 EXCO Resources Inc XCOO 8.500 16.000 4/15/2022 Egalet Corp EGLT 5.500 10.375 4/1/2020 Emergent Capital Inc EMGC 8.500 83.200 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 37.125 10/15/2019 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 16.500 7/1/2026 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.831 10/1/2020 Morgan Stanley MS 6.372 100.450 10/14/2018 Nine West Holdings Inc JNY 6.125 20.000 11/15/2034 OMX Timber Finance Investments II LLC OMX 5.540 4.864 1/29/2020 Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020 Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020 PaperWorks Industries Inc PAPWRK 9.500 53.758 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 53.758 8/15/2019 Pernix Therapeutics Holdings Inc PTX 4.250 43.032 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 43.032 4/1/2021 PetroQuest Energy Inc PQUE 10.000 43.000 2/15/2021 PetroQuest Energy Inc PQUE 10.000 42.500 2/15/2021 PetroQuest Energy Inc PQUE 10.000 42.500 2/15/2021 Powerwave Technologies Inc PWAV 2.750 0.133 7/15/2041 Powerwave Technologies Inc PWAV 3.875 0.133 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.133 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024 Renco Metals Inc RENCO 11.500 29.000 7/1/2003 Rex Energy Corp REXX 8.000 27.800 10/1/2020 Rex Energy Corp REXX 6.250 15.625 8/1/2022 Rex Energy Corp REXX 8.875 17.204 12/1/2020 Rex Energy Corp REXX 8.000 27.338 10/1/2020 Rolta LLC RLTAIN 10.750 15.639 5/16/2018 SandRidge Energy Inc SD 7.500 0.385 2/15/2023 Sears Holdings Corp SHLD 8.000 11.728 12/15/2019 Sempra Texas Holdings Corp TXU 5.550 11.673 11/15/2014 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 58.052 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 58.052 7/1/2019 Tennessee Valley Authority TVA 1.750 99.407 10/15/2018 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Tesla Energy Operations Inc/DE SCTY 2.650 78.974 11/5/2018 Toys R Us - Delaware Inc TOY 8.750 3.207 9/1/2021 Transworld Systems Inc TSIACQ 9.500 50.040 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.948 8/15/2021 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Washington Mutual Bank / Debt not acquired by JPMorgan WAMU 5.550 0.602 6/16/2010 Westmoreland Coal Co WLBA 8.750 29.000 1/1/2022 Westmoreland Coal Co WLBA 8.750 27.125 1/1/2022 iHeartCommunications Inc IHRT 14.000 12.750 2/1/2021 iHeartCommunications Inc IHRT 14.000 12.117 2/1/2021 iHeartCommunications Inc IHRT 9.000 74.000 12/15/2019 iHeartCommunications Inc IHRT 14.000 12.117 2/1/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***