/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181109.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, November 9, 2018, Vol. 22, No. 312 Headlines 71 ACRES LLC: Taps Howard Hanna as Real Estate Agent ABACUS INVESTMENT: Tampa Property Sale Consideration Abated ADSAD LLC: Taps Rachel S. Blumenfeld as Legal Counsel AEGEAN MARINE: Files Voluntary Chapter 11 Bankruptcy Petition AIR METHODS: Bank Debt Trades at 10% Off AL THERAPY: Seeks Authority to Use Wells Fargo Cash Collateral AMISTAD READY MIX: Case Summary & 2 Unsecured Creditors ARABELLA EXPLORATION: $1.4MM Sale of All Assets Approved ARALEZ PHARMACEUTICALS: Committee Taps Baily Homan as Counsel AT HOME GROUP: S&P Alters Outlook to Negative & Affirms 'B+' ICR AT HOME HOLDING III: Moody's Rates New $425MM 1st Lien Loan 'B2' ATLANTIC CITY MUA: Moody's Ups Rating on Water Revenue Debt to Ba3 AYTU BIOSCIENCE: Incurs $3.44 Million Net Loss in Q1 FY 2019 B&G FOODS: Moody's Affirms B1 Corp. Family Rating, Outlook Stable BAKKEN INCOME: $57K Sale of Remaining Oil & Gas Assets Approved BIOSCRIP INC: Reports Third Quarter Net Loss of $11 Million BLACK RAIN: Case Summary & 2 Unsecured Creditors BLUE GOLD EQUITIES: Committee Taps Argus as Financial Advisor BLUE GOLD EQUITIES: Committee Taps Goldberg Weprin as Counsel BULK EXPRESS: $55K Sale of 2006 Peterbilt Truck to Midpoint Okayed CADIZ INC: Reports Third Quarter Net Loss of $6.2 Million CEC ENTERTAINMENT: Bank Debt Trades at 5% Off CHIEF POWER: Bank Debt Trades at 10% Off CHROMATIN INC: Livingstone Advises on Receivership Sale to S&W CITY POWER AND GAS: Case Summary & 20 Largest Unsecured Creditors CK ASSISTED: Trustee Taps Steve Brown as Legal Counsel CONVERGEONE HOLDINGS: S&P Puts 'B' ICR on CreditWatch Negative COVIA HOLDINGS: Bank Debt Trades at 17% Off CPI CARD: Incurs $6.11 Million Net Loss in Third Quarter CPKAP LLC: Committee Taps Kutak Rock as Legal Counsel CRM CITY FELLOWSHIP: Case Summary & 6 Unsecured Creditors CURAE HEALTH: Committee Taps EisnerAmper as Financial Advisor CYTOSORBENTS CORP: Reports Third Quarter Net Loss of $3 Million DCP MIDSTREAM: Fitch Affirms BB+ LT IDR, Outlook Stable DIXIE ELECTRIC: Simpson Thacher Represents Business in Chapter 11 DTV INC: Wants to Continue Using Cash Collateral Until February 12 DUCOMMUN INC: S&P Assigns B+ Issuer Credit Rating, Outlook Stable EDEN HOME: PCO Files 4th Report ELEMENTS BEHAVIORAL: Gets Approval to Hire Accordion, Appoint CRO ENVISION HEALTHCARE: Bank Debt Trades at 2% Off EP ENERGY: Reports Third Quarter Net Loss of $44 Million EVEN ST. PRODUCTIONS: $13M Sale of Royalties to Primary Approved EVERTEC GROUP: Moody's Rates Refinanced Sec. Credit Facilities B2 FAIRWAY GROUP: Moody's Affirms Ca CFR, Outlook Reamins Negative FHH PROPERTIES: Trustee Taps Baker Donelson as Special Counsel FINANCIALLY FIT: Nov. 14 Auction of Ogden Property Set G3 & D: Voluntary Chapter 11 Case Summary GOGO INC: Incurs $37.7 Million Net Loss in Third Quarter GUTTER CAP: Case Summary & 15 Unsecured Creditors HARLAND CLARKE: Bank Debt Trades at 7% Off HARMON TIRE: Wants Access to Cash Collateral Through January 6 HOUGHTON MIFFLIN: Bank Debt Trades at 8% Off HUMANIGEN INC: Incurs $2.17 Million Net Loss in Third Quarter HUSKY INJECTION: Bank Debt Trades at 6% Off INPIXON: Incurs $5.18 Million Net Loss in Third Quarter JAMES CANDY: Case Summary & 20 Largest Unsecured Creditors JEFE PLOVER: $505K Sale of Reno Property to Tucci Trust Approved JONES ENERGY: Appoints Two New Independent Directors JPM REALTY: Taps C. Stephen Gurdin as Bankruptcy Attorney KW1 LLC: Case Summary & 20 Largest Unsecured Creditors LEVEL SOLAR: Trustee Taps SilvermanAcampora as Legal Counsel MACDONALD DETTWILER: Bank Debt Trades at 4% Off MEDNAX INC: Moody's Rates $750MM Unsec. Notes Ba2, Outlook Stable MELINTA THERAPEUTICS: Incurs $27.9 Million Net Loss in 3rd Quarter MIAH INVESTMENTS: Voluntary Chapter 11 Case Summary MONITRONICS INTERNATIONAL: Posts Q3 Net Loss of $33.8 Million NEIMAN MARCUS: Bank Debt Trades at 9% Off NEONODE INC: Incurs $809,000 Net Loss in Third Quarter OAKVIEW FARMS: Case Summary & 6 Unsecured Creditors ONE AVIATION: Committee Taps Conway MacKenzie as Financial Advisor ONE AVIATION: Committee Taps Landis Rath as Co-Counsel ONE AVIATION: Committee Taps Lowenstein Sandler as Legal Counsel ONE AVIATION: Taps Epiq as Administrative Advisor ONE AVIATION: Taps Paul Hastings as Legal Counsel ONE AVIATION: Taps Young Conaway as Co-Counsel PETROQUEST ENERGY: Files Chapter 11 to Facilitate Restructuring POJOAQUE VALLEY SD 1: Moody's Lowers GOULT Bond Rating to B1 PREMIERE GLOBAL: Bank Debt Trades at 8% Off PURPLE SHOVEL: Trustee Taps Lynn Strategies as Consultant QUOTIENT LIMITED: Board Approves Compensation Grants to CEO QUOTIENT LIMITED: Incurs $27.4 Million Net Loss in Second Quarter RACKSPACE HOLDING: Fitch Lowers LT IDR to B+, Outlook Stable RACKSPACE HOSTING: $199MM Bank Debt Trades at 3% Off RACKSPACE HOSTING: $80MM Bank Debt Trades at 3% Off RENNOVA HEALTH: Effects a 1-for-500 Reverse Stock Split RENTPATH INC: Bank Debt Trades at 18% Off RICHARD D. VAN LUNEN: Examiner Taps Kevin S. Neiman as Counsel ROYAL AUTOMOTIVE: Sale of Shares of Stock in Three Companies Okayed S360 RENTALS: $1.4M Sale of Davis Property to 12-14 Main Approved SCIENTIFIC GAMES: Incurs $351.6 Million Net Loss in Third Quarter SEADRILL LIMITED: Bank Debt Trades at 7% Off SEAGATE TECHNOLOGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ SEBA BROS. PARTNERSHIP: Case Summary & 2 Unsecured Creditors SENDTEC INC: Distribution Trustee Taps Larry Hyman as Accountant SHERIDAN INVESTMENT: $74MM Bank Debt Trades at 6% Off SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 6% Off SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 6% Off SHERIDAN PRODUCTION: $90MM Bank Debt Trades at 6% Off SMB SHIPPING: Moody's Affirms B3 CFR, Outlook Stable STRAUSS COMPANY: Committee Taps Waypoint Law as Legal Counsel TEAM HEALTH: Bank Debt Trades at 5% Off TONY3CARS INC: Case Summary & 6 Unsecured Creditors TORRADO CONSTRUCTION: Committee Taps Obermayer Rebmann as Counsel TRANS WORLD SERVICES: Wants to Use Chase Bank Cash Collateral TRINITY INDUSTRIES: Moody's Cuts CFR to Ba2, Outlook Stable TRITON AUTOMATION: Taps Clayson Schneider as Legal Counsel UNIVERSITY PHYSICIAN: Case Summary & 20 Top Unsecured Creditors US RENAL: Bank Debt Trades at 4% Off VERITY HEALTH: Dec. 11 Auction of All Assets of Hospital Affiliates WIDEOPENWEST FINANCE: Bank Debt Trades at 4% Off WINDSTREAM CORPORATION: Bank Debt Trades at 7% Off WWEX UNI: S&P Lowers Issuer Credit Rating to 'B-', Outlook Stable ********* 71 ACRES LLC: Taps Howard Hanna as Real Estate Agent ---------------------------------------------------- 71 Acres, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire a real estate agent. The Debtor proposes to employ Howard Hanna/William E. Wood Real Estate Services to list and market its real property located at 2589 Greensprings Road, Williamsburg, Virginia. The firm will get a commission of 6% of the gross sales price for property. Michael Grogan, the Howard Hanna real estate agent who will be providing the services, disclosed in a court filing that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Grogan Howard Hanna /William E. Wood 5208 Monticello Avenue Williamsburg, VA 23188 Real Estate Services Phone: (757) 229-0550 About 71 Acres LLC 71 Acres, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 18-50895) on June 22, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Stephen C. St. John presides over the case. The Debtor tapped W. Greer McCreedy, II, Esq., at The McCreedy Law Group, as its legal counsel. ABACUS INVESTMENT: Tampa Property Sale Consideration Abated ----------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida abated consideration of Abacus Investment Group, Inc.'s sale of the real property known and designated as 441 Lucerne Ave, Tampa, Florida to Jeffery Diamond and Hilary Black for $1 million. The Debtor failed (i) to pay the prescribed filing fee as required by the Bankruptcy Court Schedule under 28 U.S.C. Section 1930; and (ii) to indicate the service upon the Parties in Interest List, defined by Local Rule 1007-2, a current mailing matrix obtained from the Clerk of Court is not indicated. Consideration of the proposed sale is abated until the deficiencies are corrected. No additional filing fee will be assessed for the filing of any amended motion filed for the purposes of correcting the noted filing deficiency. About Abacus Investment Group Abacus Investment Group, Inc.'s principal assets are located at Hillsborough & Pinellas County, Tampa, Florida. Herb Miller owns 100% of the company's common stock. The company was founded in 2010. Abacus Investment Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-10224) on Dec. 9, 2017. In the petition signed by CFO Donna Steenkamp, the Debtor disclosed $1.74 million in assets and $3.89 million in liabilities. Judge Catherine Peek McEwen presides over the case. Peter Berkman Attorney, PLLC, is presently serving as the Debtor's legal counsel, after replacing Palm Harbor Law Group, P.A. ADSAD LLC: Taps Rachel S. Blumenfeld as Legal Counsel ----------------------------------------------------- Adsad LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire The Law Office of Rachel S. Blumenfeld PLLC 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. Blumenfeld will charge these hourly rates: Rachel Blumenfeld, Esq. $450 Of Counsel $400 Paraprofessional $150 The firm received $10,000 as a retainer from non-debtor party David Manasher. Rachel Blumenfeld, Esq., at Blumenfeld, disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Rachel S. Blumenfeld, Esq. The Law Office of Rachel S. Blumenfeld PLLC 26 Court Street, Suite 2220 Brooklyn, NY 11242 Phone: (718) 858-9600 About Adsad LLC Adsad LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12378) on Aug. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Sean H. Lane presides over the case. The Debtor tapped The Law Office of Rachel S. Blumenfeld PLLC as its legal counsel. AEGEAN MARINE: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------- Aegean Marine Petroleum Network Inc. on Nov. 6, 2018, disclosed that the Company and certain of its subsidiaries (the "debtors") filed voluntary petitions for relief under Chapter 11 of the US Bankruptcy Code in the Bankruptcy Court for the Southern District of New York. The debtors enter this process with the support of Mercuria Energy Group Limited ("Mercuria"), a key strategic partner and one of the world's largest independent energy and commodity companies. Mercuria has agreed to provide more than $532 million in postpetition financing to fund the chapter 11 process and the Company's working capital needs. It has also agreed to serve as the stalking horse bidder in a sale process designed to optimize the value of the Company as a going concern. The Company continues to explore value-maximizing alternatives. The debtors have filed a motion with the bankruptcy court seeking to jointly administer all of the debtors' Chapter 11 cases under the caption In re Aegean Marine Petroleum Network Inc., et al. The debtors will continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the US Bankruptcy Code and orders of the bankruptcy court. The debtors have filed a series of first day motions with the bankruptcy court that seek authorization to continue to conduct their business in the normal course, including in relation to employees, customers and suppliers, among others. The debtors are seeking approval of the Mercuria-led postpetition financing. This financing is designed to ensure the Company has adequate working capital to fund the business and continue ordinary course operations during the Chapter 11 Cases and to fund the sale process. In connection with its restructuring efforts, Kirkland & Ellis LLP is acting as legal counsel to Aegean, Moelis & Company LLC is acting as investment banker to Aegean, and EY Turnaround Management Services LLC is acting as restructuring advisor to Aegean. Additional Information Additional information about the Chapter 11 cases, court filings and other documents related to the Chapter 11 cases are available on a website administered by the debtors' claims and noticing agent, Epiq Corporate Restructuring, LLC, at http://dm.epiq11.com/aegean. About Aegean Marine Petroleum Network Inc. Aegean Marine Petroleum Network Inc. -- http://www.ampni.com-- is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources (such as refineries, oil producers, and traders) and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines. Currently, Aegean has a global presence in more than 30 markets and a team of professionals ready to serve its customers wherever they are around the globe. AIR METHODS: Bank Debt Trades at 10% Off ---------------------------------------- Participations in a syndicated loan under which Air Methods Corporation is a borrower traded in the secondary market at 89.67 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.55 percentage points from the previous week. Air Methods pays 350 basis points above LIBOR to borrow under the $125 million facility. The bank loan matures on April 21, 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, November 2. AL THERAPY: Seeks Authority to Use Wells Fargo Cash Collateral -------------------------------------------------------------- AL Therapy LLC seeks authority from the United States Bankruptcy Court for the Northern District of Texas to use the alleged cash collateral of Wells Fargo, National Association to make the payroll and continue operations of the company while effectuating a plan of reorganization. Wells Fargo has asserted a lien on the assets of Debtor including its accounts receivable and inventory. The Debtor believes these assets may constitute cash collateral as that terms is defined in the bankruptcy code. Accordingly, the Debtor is willing to provide Wells Fargo with replacement liens pursuant to 11 U.S.C. Section 552 in accordance with its existing priority. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-32694-34.pdf About AL Therapy LLC AL Therapy LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32694), on August 10, 2018. The Petition was signed by its managing member, Lyle Matthis. The Debtor is represented by Eric A. Liepins, Esq. at Eric A. Liepins, P.C. At the time of filing, the Debtor had $100,001 to $500,000 in estimated assets and $500,001 to $1 million in estimated liabilities. AMISTAD READY MIX: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Amistad Ready Mix, Inc. 1661 Frontera Road c/o Sergio Galindo Del Rio, TX 78840 Business Description: Amistad Ready Mix, Inc., based in Del Rio, Texas, is a ready mix concrete supplier specializing in the delivery of concrete ready mix and aggregate for use in a building's foundation, structure, and exterior. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 18-52645 Judge: Hon. Ronald B. King Debtor's Counsel: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC 2010 W Kings Hwy San Antonio, TX 78201-4926 Tel: (210) 695-6684 Fax: (210) 598-7357 E-mail: ron@smeberg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sergio Galindo, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-52645.pdf ARABELLA EXPLORATION: $1.4MM Sale of All Assets Approved -------------------------------------------------------- Judge Russell F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas authorized Arabella Exploration, LLC and its affiliates to sell substantially all assets, and of certain holders' operating wells in Reeves County, Texas, to to Jagged Peak Energy, LLC, for $1,443,952. The Sale Hearing was held on Oct. 16, 2018. The sale is free and clear of all liens, claims, encumbrances and interests of any kind. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, the Purchase Contract, the assumption and assignment of the Assigned Contracts to the Buyer as of the Closing Date, and the Sale of the Jackson Assets and the other Transactions are approved and the Debtors are authorized to consummate the Sale, including the sale, transfer and assignment of all of the Debtors' rights, title and interests in the Jackson Assets to the Buyer in accordance with the terms of the Purchase Contract. Ad valorem tax liens pertaining to the working interests in the Jackson Assets will attach to the Sale proceeds and the closing agent will pay all ad valorem tax debt owed incident to the Jackson Assets immediately upon Closing and prior to any disbursement of proceeds to any other person or entity. All Claims against the Debtors or property of their estates that represent liens or interests in the Jackson Assets will attach to the Debtors' net proceeds of the Sale. At Closing, the Debtors are authorized to pay: (i) all ordinary, necessary and reasonable costs of closing, including but not limited to brokers' commissions and recording fees; (ii) ad valorem taxes then due and payable; (iii) the proportionate amount due to Founders Oil & Gas Operating, LLC and Founders Oil & Gas III pursuant to Approving Debtors' Motion Pursuant to Section 105 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 9019 to Approve Settlement Agreement; and (iv) any and all net proceeds of Sale owing to BOG Resources, LP, JAM Oil & Gas, LP, M&J Assets, Inc., SAGO Energy, LP, The Dianne Zugg Revocable Trust dba ZOG Energy, and Wilson Safari Investment Partners, LP pursuant to the separate purchase contract between the Saulsbury Claimants and Buyer. The balance of the proceeds of the Sale will be deposited in the Debtors' DIP account pending further orders of the Court. The Sale Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, the terms of this Order will be immediately effective and enforceable upon its entry and not subject to any stay, notwithstanding the possible applicability of Bankruptcy Rules 6004(h) and 6006(d) or otherwise. Except for EnergyNet, no broker or party has a claim to any commission, broker's fee, finder's fee, or similar fee as a result of having negotiated the Purchase Contract for, or on behalf of, the Debtors or the Buyer. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Arabella_Exploration_492_Order.pdf About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479) on April 4, 2017. The case is being jointly administered with that of Arabella Exploration. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. No trustee, examiner or committee has been appointed in the case. ARALEZ PHARMACEUTICALS: Committee Taps Baily Homan as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Aralez Pharmaceuticals US Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Baily Homan Smyth McVeigh, Solicitors as special counsel. The firm will conduct an analysis of the liens granted to secure the Debtors' obligations to Deerfield Partners LP, Deerfield International Master Fund LP, and Deerfield Private Design Fund III, LP on assets located in Ireland or owned by the debtor entities which are organized under Irish law. Baily Homan will also advise the Debtors on potentially other Irish law matters. Baily Homan charges these hourly rates: Partners $525 Associate Solicitors $465 The firm has agreed to cap its fees for the perfection review at $10,000, plus disbursements and value added tax at a rate of 23%. Mark Homan, Esq., a partner at Baily Homan, 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, Baily Homan disclosed in a court filing that the firm has agreed to a variation from, or alternative to, its standard or customary billing arrangements for its employment with the committee as it has agreed to cap its fees at $10,000, plus disbursements and value added tax at a rate of 23%. Due to the fee cap, the firm will not be required to negotiate an acceptable budget with the committee following approval of its retention, Baily Homan further disclosed. No Baily Homan professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases and that the firm has not represented the committee in the 12 months prior to the petition date, according to the filing. The firm can be reached through: Mark Homan, Esq. Baily Homan Smyth McVeigh, Solicitors 6-7 Harcourt Terrace, Dublin 2 Dublin, Ireland Tel: 01 440-8304 Email: mhoman@bhsm.ie About Aralez Pharmaceuticals Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a specialty pharmaceutical company focused on delivering products to improve patients' lives by acquiring, developing and commercializing products in various specialty areas. The Company together with its affiliates filed for Chapter 11 protection on Aug. 10, 2018 (Bankr. S.D.N.Y. Lead Case No. 18-12425). The Debtor estimated assets and liabilities between $100 million and $500 million. The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases. The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel; Alvarez & Marsal Healthcare Industry Group, LLC as restructuring and financial advisor; Moelis & Company as investment banker; RSM US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and solicitation agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on August 27, 2018. The committee tapped Brown Rudnick LLP as legal counsel; Berkeley Research Group, LLC and Dundon Advisers LLC as financial advisors; and Baily Homan Smyth McVeigh, Solicitors and McMillan LLP as special counsel. AT HOME GROUP: S&P Alters Outlook to Negative & Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on At Home Group Inc. and revised the outlook to negative from stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating to the company's proposed $425 million first-lien term loan due in 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. "We do not rate the company's $350 million ABL revolver due in 2022. "The negative outlook reflects our expectation for higher capex at a time when we see increasing macro risks, including slower economic growth and tariff pressures that we expect could affect sales and margin for At Home's highly discretionary home décor products. We expect At Home's fixed-charge coverage ratio to remain in the low-2x area over the next 12-18 months. We also think that the lack of meaningful e-commerce presence and our projection for delayed FOCF generation as a result of increased capex increase risk if macro or competitive risks accelerate. "The negative rating outlook reflects the risk that macroeconomic factors (tariffs, slowing consumer spending, highly competitive landscape) are increasing at a time when the company's capex are expected to increase, delaying positive free cash flow generation as compared to our prior expectations. We expect continued weak fixed-charge coverage of about 2.2x at fiscal year-end 2020. "We could lower the rating if operating performance deteriorates more than our base-case expectations, causing fixed-charge coverage to decline to less than 2x. This could occur if, for instance, a new product assortment fails to drive customer traffic, comparable store sales decline, or margins decline by 150 bps due to increased reliance on promotions, or because of an inability to absorb higher costs from tariffs. "We could revise the outlook back to stable 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 fixed-charge coverage of more than 2x on a sustainable basis with greater visibility to generating positive FOCF." AT HOME HOLDING III: Moody's Rates New $425MM 1st Lien Loan 'B2' ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to At Home Holding III Inc.'s proposed $425 million senior secured first lien term loan due 2025. Concurrently, Moody's affirmed At Home's B1 Corporate Family Rating, B1-PD Probability of Default Rating and SGL-3 Speculative Grade Liquidity Rating. The ratings outlook is stable. Proceeds from the new term loan will be used to repay the $291 million outstanding amount of the term loan due 2022, pay down $128 million of the $196 million outstanding asset-based revolver borrowings (as of July 28, 2018), and pay transaction fees. "We view At Home's leverage-neutral refinancing transaction as modestly credit positive as it frees up revolver availability and pushes the term loan maturity to 2025 from 2022", said Moody's analyst Raya Sokolyanska. "However, we expect At Home to remain heavily reliant on its revolver in the future to fund growth capital expenditures for new store openings, which constrains its liquidity profile". Moody's took the following rating actions for At Home Holding III Inc.: - Corporate Family Rating, Affirmed B1 - Probability of Default Rating, Affirmed B1-PD - Speculative Grade Liquidity Rating, Affirmed SGL-3 - $425 million Gtd Senior Secured First Lien Term Loan due 2025, assigned B2 (LGD4) - Outlook, Remains Stable The B2 rating on the existing senior secured term loan due 2022 will be withdrawn upon close of the transaction. RATINGS RATIONALE At Home's B1 CFR is constrained by the company's high lease-adjusted leverage of 5.4 times (as of July 28, 2018) and aggressive approach to financing its growth strategy, which results in free cash flow deficits that are supported with significant revolver borrowings and sale leaseback transactions. In addition, At Home's modest scale and narrow product focus in the highly fragmented and discretionary home decor segment limit its credit profile. Nevertheless, the rating benefits from At Home's track record of revenue and EBITDA growth, which have averaged over 20% in the past four years, driven by store expansion and positive same-store sales consistently in the mid-single-digit percent range. The credit profile is further supported by At Home's moderate funded leverage of about 3 times and balanced financial policies since the IPO and following the reduction in sponsor ownership below the controlling interest threshold in 2018. At Home's SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectations for continued negative free cash flow as a result of investments in new store expansion. However, the company has substantial flexibility to improve free cash flow generation if it pulls back its growth plans, since store expansion accounts for the vast majority of capital expenditures. In addition, the SGL-3 acknowledges that At Home will have sufficient revolver availability to support its free cash flow deficits, although excess availability will be modest for a company of its size. In addition, the SGL-3 rating reflects the company's lack of near-dated maturities until the asset-based revolver expiration in 2022. The stable outlook reflects Moody's expectations for continued earnings growth and adequate liquidity. The ratings could be upgraded if the company continues to execute its growth strategy, resulting in revenue and EBITDA growth from comparable sales and new store expansion with relatively stable EBITDA margins. An upgrade would require maintenance of good liquidity, including positive free cash flow generation, as well as the ability and willingness to achieve and maintain Moody's-adjusted debt/EBITDA at around 4.0 times and EBIT/interest expense above 3.0 times. The ratings could be downgraded if the company is unable to maintain comparable sales growth and its current level of profit margins, or if it sustains Moody's-adjusted debt/EBITDA above 5.5 times or EBIT/interest expense below 2.0 times. The ratings could also be downgraded if liquidity deteriorates for any reason including lack of sufficient revolver availability or access to sale leaseback transactions. The principal methodology used in these ratings was Retail Industry published in May 2018. At Home Holding III Inc., an indirect wholly owned subsidiary of At Home Group Inc., operated 165 home décor and home improvement retail stores located across 36 states within the United States and generated about $1 billion of revenue over the LTM period ended July 28, 2018. The company is publicly traded and following the September 2018 secondary offering, funds affiliated with AEA Investors LP and Starr Investment Holdings, LLC own approximately 17% and 14% of outstanding common stock, respectively. ATLANTIC CITY MUA: Moody's Ups Rating on Water Revenue Debt to Ba3 ------------------------------------------------------------------ Moody's Investors Service has upgraded the rating on the Atlantic City Municipal Utilities Authority, NJ's water revenue debt to Ba3 from B3. The outlook has been revised to positive from stable. RATINGS RATIONALE The upgrade to Ba3 reflects the improved credit profile of the City of Atlantic City (B2 positive) and the concomitant diminished risk to MUA bondholders for a dissolution or other unfavorable monetization of the MUA. The rating also reflects the authority's currently favorable debt service coverage supported by routine rate increase. The system has a low debt burden, sum-sufficient rate covenant, cash funded debt service reserve fund, however, the magnitude of future debt issuances is currently unknown. Because of the close connection between Atlantic City and the MUA, the Ba3 revenue rating is closely tied to the rating of the city. Typically, revenue ratings are capped at the GO rating of the parent entity (in this case, the city's issuer rating), however, Moody's recognizes that there is a sufficient degree of separation to warrant a modest degree of ratings uplift. RATING OUTLOOK The positive outlook reflects the positive outlook on the city's rating, which, in turn, reflects the material progress made by the city in collaboration with the state, most notably the tax appeal settlements and budgetary improvements. FACTORS THAT COULD LEAD TO AN UPGRADE - Demonstrated improvement in Atlantic City's credit profile - Sustained rate increases sufficient to cover expected new debt FACTORS THAT COULD LEAD TO A DOWNGRADE - Deterioration in Atlantic City's credit profile - Formal proposals or plans to dissolve, sell, or lease MUA assets without fully protecting water revenue bondholders - Additional casino closures or material deterioration of the service base - Material reduction in debt service coverage or liquidity LEGAL SECURITY The bonds are secured by a lien on the net revenues of the system and additionally by a general obligation guarantee pledge of the city, via the provisions of a service contract. PROFILE The authority is a relatively small system with $15 million of annual revenues. It collects 70% of its raw water from underground wells and the remainder from surface water at two reservoirs. Current capacity is well-above current needs. METHODOLOGY The principal methodology used in this rating was US Municipal Utility Revenue Debt published in October 2017. AYTU BIOSCIENCE: Incurs $3.44 Million Net Loss in Q1 FY 2019 ------------------------------------------------------------ Aytu Bioscience, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.44 million on $1.43 million of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $4.24 million on $1.07 million of total revenue for the same period last year. As of Sept. 30, 2018, the Company had $17.98 million in total assets, $7.85 million in total liabilities and $10.13 million in total stockholders' equity. Cash, cash equivalents, and restricted cash totaled approximately $4.1 million as of Sept. 30, 2018. In October 2018, Aytu raised gross proceeds of $15.2 million in an oversubscribed public offering. Net revenue for the first quarter of 2019 was $1.4 million, an increase of 55% sequentially, compared to $925,000 in Q4 FY18. Operating expenses for the quarter were $4.8 million, a decrease of 11% from the same quarter last year. Cash used in operations for the quarter was $2.7 million. The decline in cash use resulted from higher revenue and lower operating expenses for the first quarter of 2019. Josh Disbrow, CEO of Aytu BioScience commented, "Our fiscal 2019 is off to a strong start. Revenue grew by 55%, driven largely by the continued growth of Natesto in the $1.8 billion-dollar testosterone replacement therapy market and an early contribution from ZolpiMist. In addition to Natesto unit sales, the Natesto gross-to-net increased substantially. An important factor in those results, was our continued commitment to lower coupon use, having reduced Natesto couponing to just 21% of gross revenue. Additionally, initial results this quarter from the Natesto spermatogenesis study indicate that Natesto could be an alternative for the 20% of hypogonadal men wishing to be treated for Low T while preserving their fertility. These men currently have no FDA-approved treatment options to address both concerns, so Natesto could be the first and only such treatment option." Mr. Disbrow continued, "We also received revenue contribution from ZolpiMist, the second therapeutic we sell in the United States, through initial customer stocking and early retail pull-through. This product also competes in a large $1.8 billion category, the U.S. prescription sleep aid market. We acquired ZolpiMist in June 2018 and launched ahead of schedule in August 2018. We are encouraged by the early commercial results. On the expense line, we continue to manage costs and reduce cash usage. Additionally, we have the strongest balance sheet in our history based on a cash balance of $4.1 million as of September 30th and the closing of an oversubscribed $15.2 million public offering shortly after the end of the quarter." Mr. Disbrow concluded, "We are pleased with the growth of Natesto, the rapid introduction of ZolpiMist, and the exciting new addition to our portfolio, Tuzistra XR. Tuzistra XR adds another novel product we believe can be efficiently integrated into our portfolio while leveraging our sales force. Aytu BioScience is building a solid portfolio of unique pharmaceutical products, which have a total addressable market of nearly $7 billion in aggregate. We are excited to grow organically and opportunistically by adding products with common call points, to maximize shareholder value." A full-text copy of the Form 10-Q is available for free at: https://is.gd/3KQp6w About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on global commercialization of novel products addressing significant medical needs. The company currently markets Natesto, the only FDA-approved nasal formulation of testosterone for men with hypogonadism, ZolpiMist, an FDA-approved, commercial-stage prescription sleep aid indicated for the short-term treatment of insomnia characterized by difficulties with sleep initiation, and recently acquired Tuzistra XR, the only FDA-approved 12-hour codeine-based antitussive oral suspension. Additionally, Aytu is developing MiOXSYS, a novel, rapid semen analysis system with the potential to become a standard of care for the diagnosis and management of male infertility caused by oxidative stress. MiOXSYS is commercialized outside of the U.S. where it is a CE Marked, Health Canada cleared, Australian TGA approved, Mexican COFEPRAS approved product, and Aytu is planning U.S.-based clinical trials in pursuit of 510k de novo medical device clearance by the FDA. Aytu's strategy is to continue building its portfolio of revenue-generating products, leveraging its focused commercial team and expertise to build leading brands within large, growing markets. Aytu Bioscience reported a net loss of $10.18 million for the year ended June 30, 2018, compared to a net loss of $22.50 million for the year ended June 30, 2017. As of June 30, 2018, Aytu Bioscience had $21.06 million in total assets, $7.63 million in total liabilities and $13.42 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. B&G FOODS: Moody's Affirms B1 Corp. Family Rating, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service affirmed B&G Foods, Inc. B1 Corporate Family Rating and B1-PD Probability of Default Rating, as well as B2 rating of the senior unsecured notes. Moody's also upgraded its senior secured first lien revolver ratings to Ba1 from Ba2. The ratings outlook is stable. The action follows the announcement that B&G used $420 million of proceeds from the sale of its Pirate Brands asset and borrowings under its revolving credit facility to fully repay the remaining $500 million of first lien term loan. Pro forma Moody's adjusted debt-to-EBITDA for the twelve months ended September 30, 2018 has declined to approximately 5.6 times, down from 6.0 times. The upgrade of the senior secured first lien revolving credit facility rating to Ba1 reflects the reduction in the first lien facility in the capital structure, following prepayment of $500 million of first lien term loan in its entirety. Following is a summary of Moody's rating actions for B&G Foods, Inc.: Ratings affirmed: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior Unsecured Notes due 2021 at B2 (LGD4) from (LGD5) Senior Unsecured Notes due 2025 at B2 (LGD4) from (LGD5) Speculative Grade Liquidity Rating at SGL-1 Ratings upgraded: Senior Secured First Lien Revolving Credit Facility due 2022 to Ba1 (LGD2) from Ba2 (LGD2) Outlook actions: Outlook, remains stable RATINGS RATIONALE B&G's B1 CFR is largely reflective of the company's moderately high leverage profile and relatively aggressive financial policies, highlighted by large dividend payments and the periodic use of debt to fund potentially large acquisitions. B&G's rating is also a function of its small but improving scale relative to more highly rated industry peers, and its acquisitive growth strategy. The company's pro forma debt-to-EBITDA for the twelve months ended September 30, 2018, was approximately 5.6 times on a Moody's-adjusted basis. B&G's credit profile benefits from relatively high margins, consistent cash flow generation, a broad product portfolio, and a largely successful track record of integrating acquisitions. B&G's willingness to dividend a high portion (roughly 50% - 65%) of its cash from operations less capital spending is partially mitigated by the consistency of its cash flow generation, low cash tax and capital spending requirements (due in part to its extensive use of co-packers), and its success in recouping commodity cost increases through timely pricing actions within its niche branded product offerings, all of which augment a very good liquidity profile. The stable ratings outlook is based on Moody's expectation that B&G's business risk profile will be at least stable, and that financial leverage will remain moderate, with periodic increases for debt-funded but earnings-accretive acquisitions. In addition, Moody's expects that the company will continue to generate solid cash flow and maintain a very good liquidity profile. B&G's ratings could be upgraded if the company is able to sustain debt-to-EBITDA below 5.0 times, even considering a continuation of its acquisition based growth strategy, and improve RCF-to-net debt such that it approaches 10%, while maintaining a good liquidity profile. Alternatively, ratings could be downgraded if adjusted debt-to-EBITDA is sustained above 6.0 times, RCF-to-net debt is sustained below 5%, or if liquidity deteriorates. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. B&G Foods, Inc. based in Parsippany, New Jersey, is a publicly traded manufacturer and distributor of a diverse portfolio of largely branded, shelf-stable food products, many of which have leading regional or national market shares in niche categories. The company also has a significant presence in frozen food following the 2015 acquisition of Green Giant and maintains a small presence in household products. B&G's brands include Cream of Wheat, Ortega, Maple Grove Farms of Vermont, Polaner, B&M, Las Palmas, Mrs. Dash, Green Giant, and Bloch & Guggenheimer among others. B&G sells to a diversified customer base including grocery stores, mass merchants, wholesalers, clubs, dollar stores, drug stores, the military and other food service providers. B&G generated net sales for the twelve months ended September 30, 2018 of approximately $1.73 billion. BAKKEN INCOME: $57K Sale of Remaining Oil & Gas Assets Approved --------------------------------------------------------------- Judge Elizabeth Brown of the U.S. Bankruptcy Court for the District of Colorado authorized Bakken Income Fund, LLC's sale of remaining Colorado-based oil and gas holdings to TEP Rocky Mountain, LLC under the terms of the Letter Agreement for the Assets is $56,533, subject to limited adjustments. The sale is free and clear of any and all interests. The Sale Order constitutes the final order. Notwithstanding any provisions in the Bankruptcy Rules to the contrary, the terms of the Sale Order will be effective immediately and enforceable upon its entry. The Debtor is not subject to any stay in the implementation, enforcement or realization of the relief granted in the Sale Order. About Bakken Income Fund Bakken Income Fund LLC is an oil and gas investment fund. It was formed in Colorado in 2011. Its corporate offices are located at 521 DTC Parkway, Suite 200, Greenwood Village, Colorado. Bakken Income Fund sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20212) on Oct. 17, 2016. In the petition signed by Randall Kenworthy, managing member, the Debtor estimated its assets and liabilities at $1 million to $10 million. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Courtney H. Gilmer, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. as lead bankruptcy counsel, and Brownstein Hyatt Farber Schreck, LLP as co-counsel. The Debtor also hired TenOaks Energy Advisors, LLC, as sales agent. No trustee, examiner or official creditors' committee has been appointed. BIOSCRIP INC: Reports Third Quarter Net Loss of $11 Million ----------------------------------------------------------- BioScrip, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $11.03 million on $180.96 million of net revenue for the three months ended Sept. 30, 2018, compared to a net loss attributable to common stockholders of $15.56 million on $198.69 million of net revenue for the three months ended Sept. 30, 2017. Net loss from continuing operations for the three months ended Sept. 30, 2018, was $8.1 million, a $5.0 million improvement compared to the prior year quarter. For the nine months ended Sept. 30, 2018, the Company reported a net loss attributable to common stockholders of $44.60 million on $525.33 million of net revenue compared to a net loss attributable to common stockholders of $69.67 million on $634.60 million of net revenue for the same period during the prior year. As of Sept. 30, 2018, the Company had $579.17 million in total assets, $615.50 million in total liabilities, $3.12 million in series A convertible preferred stock, $87.22 million in series C convertible preferred stock, and a total stockholders' deficit of $126.68 million. Daniel E. Greenleaf, president and chief executive officer, commented, "BioScrip achieved record third quarter adjusted EBITDA driven by revenue growth, higher gross profit margin, and ongoing operating expense discipline. We delivered comparable revenue growth for the first time since the fourth quarter of 2015. Given the team's strong third quarter performance and our momentum that is expected to continue into the fourth quarter, we are increasing full year 2018 guidance for revenue between $710 million and $720 million*, and maintaining our adjusted EBITDA guidance between $54 million and $58 million." "Further, we remain increasingly confident that BioScrip can achieve at least $75 million in adjusted EBITDA in 2019, as the Company is positioned for continued revenue growth in line with market growth rates, and enhanced profitability though key initiatives in revenue cycle management, procurement and managed care relationships." A full-text copy of the Form 10-Q is available for free at: https://is.gd/oV1FK4 About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is an independent national provider of infusion and home care management solutions, with approximately 2,100 teammates and nearly 70 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. BioScrip reported a net loss attributable to common stockholders of $74.27 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $51.84 million for the year ended Dec. 31, 2016. As of June 30, 2018, Bioscrip had $566.14 million in total assets, $595.6 million in total liabilities, $3.02 million in series A convertible preferred stock, $84.46 million in series C convertible preferred stock, and a total stockholders' deficit of $116.96 million. * * * As reported by the TCR on Aug. 1, 2018, Moody's Investors Service upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from 'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the company's very high leverage and weak liquidity. Also in August 2018, S&P Global Ratings raised its issuer credit rating on BioScrip Inc. to 'CCC+' from 'CCC'. "The rating upgrade reflects our belief that BioScrip will be able to meet its debt obligations for at least the next 12 months." BLACK RAIN: Case Summary & 2 Unsecured Creditors ------------------------------------------------ Debtor: Black Rain Development LLC 2280 Spring Branch Road Montgomery, TX 77316 Business Description: Black Rain Development LLC categorized its business under "Other Personal Services". Black Rain Development filed as a Domestic Limited-Liability Company in the State of Nevada on Feb. 24, 2014, as recorded in documents filed with Nevada Secretary of State. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-36246 Debtor's Counsel: Walter J. Cicack, Esq. HAWASH CICACK & GASTON LLP 3401 Allen Parkway, Suite 200 Houston, TX 77019 Tel: (713) 658-9001 (713) 658-9015 Fax: (713) 658-9011 Email: wcicack@hcgllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donald Husk, managing member. A copy of the Debtor's list of two unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-36246_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-36246.pdf BLUE GOLD EQUITIES: Committee Taps Argus as Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors of Blue Gold Equities, LLC, and its affiliates received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Argus Management Corp. as its financial advisor. The firm will assist the committee in evaluating the Debtors' projections and feasibility analysis; review financial materials in conjunction with the sale of the Debtors' supermarkets; review financial data related to cure amounts owed; provide litigation support in connection with the evaluation of lender claims; analyze various liquidation scenarios and their potential impact to recoveries for creditors; and provide other financial advisory services related to the Debtors' Chapter 11 cases. Joseph Baum, managing director of Argus Management, will charge an hourly fee of $495 for his services. The firm's staff will charge $375 per hour. Mr. Baum disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Argus Management can be reached through: Joseph Baum Argus Management Corp. 208 West 29th Street, Suite 613A New York, NY 10001 Phone: (732) 674-4132 / (212) 686-1593 E-mail: jbaum@arguscorp.net About Blue Gold Launched in 2010, Blue Gold owns and operates nine retail kosher food stores under the name of "Seasons" in New York, New Jersey, Ohio and Maryland. On Sept. 16, 2018, Blue Gold Equities LLC and 11 of its subsidiaries filed voluntary petitions seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-45280). Blue Gold disclosed $31 million in total assets and $42 million in total liabilities. The Hon. Nancy Hershey Lord is the case judge. Zeichner Ellman & Krause LLP, led by Nathan Schwed, Peter Janovsky, and Robert Guttmann, serves as the Debtors' counsel. Getzler Henrich & Associates, LLC is the restructuring advisor. Omni Management Group, Inc. is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 26, 2018. The committee tapped Goldberg Weprin Finkel Goldstein, LLP as its legal counsel, and Argus Management Corp. as its financial advisor. BLUE GOLD EQUITIES: Committee Taps Goldberg Weprin as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Blue Gold Equities, LLC, and its affiliates received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein, LLP as its legal counsel. The firm will assist the committee in investigating the pre-bankruptcy transactions involving Blue Gold and its affiliates; review financial and operational information provided by the Debtors; assist in the efforts to sell the Debtors' assets; and provide other legal services related to the Debtors' Chapter 11 cases. Goldberg will charge these hourly rates: Partners $525 - $595 Associates $250 - $450 Paralegals $110 Kevin Nash, Esq., at Goldberg, 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: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Fax: (212) 221-6532 Email: KNash@gwfglaw.com About Blue Gold Launched in 2010, Blue Gold owns and operates nine retail kosher food stores under the name of "Seasons" in New York, New Jersey, Ohio and Maryland. On Sept. 16, 2018, Blue Gold Equities LLC and 11 of its subsidiaries filed voluntary petitions seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-45280). Blue Gold disclosed $31 million in total assets and $42 million in total liabilities. The Hon. Nancy Hershey Lord is the case judge. Zeichner Ellman & Krause LLP, led by Nathan Schwed, Peter Janovsky, and Robert Guttmann, serves as the Debtors' counsel. Getzler Henrich & Associates, LLC is the restructuring advisor. Omni Management Group, Inc. is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on September 26, 2018. The committee tapped Goldberg Weprin Finkel Goldstein, LLP as its legal counsel, and Argus Management Corp. as its financial advisor. BULK EXPRESS: $55K Sale of 2006 Peterbilt Truck to Midpoint Okayed ------------------------------------------------------------------ Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey authorized Bulk Express Logistics, Inc.'s sale of 2006 Peterbilt truck with VIN 1XP5DU9X36N631871 to Midpoint Transport, LLC, for $55,000. A hearing on the Motion was held on Oct. 30, 2018 at at 10:00 a.m. About Bulk Express Logistics Headquartered in Monroe Township, New Jersey, Bulk Express Logistics, Inc. -- http://www.bulkexpressloqistics.com/-- is a privately held company that provides trucking and warehousing services. Bulk Express filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 17-24308) on July 14, 2017, listing $1.97 million in total assets and $4.51 million in total debts as of July 12. The petition was signed by Charlene M. Barnett-Lombard, its president. Bulk Express sought and obtained joint administration of its case with the Chapter 11 case of Robert A. Lombard, Jr., and Charlene M. Barnett-Lombard (Bankr. D.N.J. Case No. 17-23949). Judge Christine M. Gravelle presides over the Debtors' cases. Richard Honig, Esq., at Hellring, Lindeman, Goldstein & Siegal LLP, serves as Bulk Express' bankruptcy counsel. Gary N. Marks, Esq., at Norris, McLaughlin & Marcus, P.A., serves as counsel to Charlene M. Barnett-Lombard, and Robert A. Lombard Jr. CADIZ INC: Reports Third Quarter Net Loss of $6.2 Million --------------------------------------------------------- Cadiz Inc. has filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss and comprehensive loss applicable to common stock of $6.24 million on $112,000 of total revenues for the three months ended Sept. 30, 2018, compared to a net loss and comprehensive loss applicable to common stock of $5.99 million on $111,000 of total revenues for the same period last year. For the nine months ended Sept. 30, 2018, the Company reported a net loss and comprehensive loss applicable to common stock of $18.24 million on $329,000 of total revenues compared to a net loss and comprehensive loss applicable to common stock of $26.78 million on $327,000 of total revenues for the same period in 2017. As of Sept. 30, 2018, the Company had $72.32 million in total assets, $152.23 million in total liabilities and a total stockholders' deficit of $79.90 million. Cash used in operating activities totaled $8.6 million and $7.7 million for the nine months ended Sept. 30, 2018 and 2017, respectively. The cash was primarily used to fund general and administrative expenses related to our water development efforts for the nine-month periods ended Sept. 30, 2018 and 2017. Cash used in investing activities totaled $1.3 million for the nine months ended Sept. 30, 2018, and $671 thousand for the nine months ended Sept. 30, 2017. The costs primarily consisted of engineering and design related to the development of the Water Project. Cash provided by financing activities for the nine months ended Sept. 30, 2018 was $14.5 million compared to $12.3 million for the nine months ended Sept. 30, 2017. The 2018 amount includes $14.6 million of net proceeds from the issuance of stock in an ATM Offering. The 2017 amount includes $12.3 million of net proceeds from the issuance of long term debt. Liquidity and Capital Resources "As we have not received significant revenues from our development activities to date, we have been required to obtain financing to bridge the gap between the time water resource and other development expenses are incurred and the time that revenue will commence. Historically, we have addressed these needs primarily through secured debt financing arrangements, private equity placements and the exercise of outstanding stock options and warrants. We have also worked with our secured lenders to structure our debt in a way which allows us to continue development of the Water Project and minimize the dilution of the ownership interests of common stockholders. "In March 2018, we entered into an At Market Issuance Sales Agreement with B. Riley FBR, Inc., under which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $15 million from time to time in an "at the market" offering (the "ATM Offering") through B. Riley FBR acting as its sales agent. We completed the offering during May 2018 having issued 1,159,718 shares of common stock in the ATM Offering for gross proceeds of $15 million and aggregate net proceeds of approximately $14.6 million. "In May 2017, we entered into a new $60 million credit agreement with funds affiliated with Apollo Global Management, LLC ("Apollo") that replaced and refinanced our then existing $45 million senior secured mortgage debt and provided $15 million of new senior debt to fund immediate construction related expenditures ("Senior Secured Debt"). "The Senior Secured Debt and the convertible notes contain representations, warranties and covenants that are typical for agreements of this type, including restrictions that would limit our ability to incur additional indebtedness, incur liens, pay dividends or make restricted payments, dispose of assets, make investments and merge or consolidate with another person. However, while there are affirmative covenants, there are no financial maintenance covenants and no restrictions on our ability to issue additional common stock to fund future working capital needs. The debt covenants associated with the Senior Secured Debt were negotiated by the parties with a view towards our operating and financial condition as it existed at the time the agreements were executed. At September 30, 2018, we were in compliance with our debt covenants. "The Company's cash resources provide us with sufficient funds to meet our working capital needs for a period beyond one year from this quarterly report issuance date. Additionally, we have principal and interest payments aggregating approximately $80.3 million coming due in March 2020 related to our Convertible Senior Notes to the extent the noteholders, who have the right to convert at any time into our common stock at a conversion rate of $6.75 per share, do not convert prior to March 2020. Our Senior Secured Debt of approximately $65.1 million as of September 30, 2018, could also become due as early as December 2019, if the Convertible Senior Notes have not been converted by that time and the Company's stock price is less than 120% of the conversion rate and according to additional terms of the debt agreement as further disclosed in our 2017 Form 10-K. "Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities. We currently expect our cash on hand to be sufficient to meet our working capital needs for a period beyond one year from this quarterly report issuance date. To the extent additional capital is required, we may increase liquidity through a variety of means, including equity or debt placements, through the lease, sale or other disposition of assets or reductions in operating costs. Equity placements would be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon our existing stockholders. "As we continue to actively pursue our business strategy, additional financing may continue to be required. The covenants in the term debt do not prohibit our use of additional equity financing and allow us to retain 100% of the proceeds of any equity financing. We do not expect the loan covenants to materially limit our ability to finance our water development activities. "At September 30, 2018, we had no outstanding credit facilities other than the Senior Secured Debt and the convertible notes," the Company stated in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/ySBKln About Cadiz Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a publicly-held renewable resources company that owns 70 square miles of property with significant water resources in Southern California. The Company maintains an organic agricultural development in the Cadiz Valley of eastern San Bernardino County, California and is partnering with public water agencies to implement the Cadiz Water Project, which over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz abides by a wide-ranging "Green Compact" focused on environmental conservation and sustainable practices to manage its land, water and agricultural resources. Cadiz is headquartered in Los Angeles, California. Cadiz Inc. reported a net loss and comprehensive loss of $33.86 million in 2017, a net loss and comprehensive loss of $26.33 million in 2016 and a net loss and comprehensive loss of $24.01 million. CEC ENTERTAINMENT: Bank Debt Trades at 5% Off --------------------------------------------- Participations in a syndicated loan under which CEC Entertainment Incorporated is a borrower traded in the secondary market at 95.5 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.33 percentage points from the previous week. CEC Entertainment pays 325 basis points above LIBOR to borrow under the $76 million facility. The bank loan matures on February 14, 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, November 2. CHIEF POWER: Bank Debt Trades at 10% Off ---------------------------------------- Participations in a syndicated loan under which Chief Power Finance LLC is a borrower traded in the secondary market at 90.17 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.7 percentage points from the previous week. Chief Power pays 475 basis points above LIBOR to borrow under the $35 million facility. The bank loan matures on December 31, 2020. 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, November 2. CHROMATIN INC: Livingstone Advises on Receivership Sale to S&W -------------------------------------------------------------- Livingstone announced the sale of substantially all of the assets of Chromatin, Inc., to S&W Seed Company (Nasdaq:SANW). Chromatin's assets were acquired by S&W pursuant to a federal receivership sale. Novo Advisors ("Novo") served as the court-appointed receiver (the "Receiver") for Chromatin. Livingstone served as investment banker for the Receiver. Chromatin is a leading hybrid sorghum seed technology provider focused on the development, performance improvement, production, and distribution of hybrid sorghum seeds. The Company's primary operations are in Lubbock, Texas. "We are proud to have advised Chromatin on a successful transaction and to have found the perfect strategic partner in S&W to support the Company's continued development and commercialization of its hybrid sorghum seed technology portfolio," commented Joe Greenwood, Partner at Livingstone. After running an expansive global sale process and competitive auction, S&W was selected as the prevailing party. S&W is a global leader in alfalfa and other seed technology, with significant research and development, production, and distribution capabilities. S&W's seed capabilities extend to hybrid sorghum, sunflower, corn, and stevia; selling seed products in over 30 countries globally. "Chromatin is well-positioned to capitalize on our growing pipeline of hybrid sorghum seed technology under S&W's leadership," stated Scott Staggenborg, Chromatin's Vice President of Research & Development. "Our primary goal was to identify a partner to support Chromatin's next chapter of seed technology development and commercialization. Livingstone executed a well-managed process while demonstrating a deep knowledge of, and a relentless advocacy for, our business." Novo Advisors served as court-appointed Receiver. Bryan Cave LLP served as legal counsel to the Receiver. Perkins Coie LLP served as legal counsel to the Company. CITY POWER AND GAS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: City Power and Gas, LLC 10115 E. Bell Rd. Ste 107-405 Scottsdale, AZ 85260 Business Description: City Power and Gas, LLC -- https://www.citypowerandgas.com -- is an electricity and natural gas company servicing homes and small businesses. City Power and Gas is a licensed energy and gas supplier and regulated by the New York Public Service Commission. Electric Power Generation, Transmission and Distribution Chapter 11 Petition Date: November 7, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 18-13457 Judge: Hon. Martin Glenn Debtor's Counsel: Clifford Ginn, Esq. 62 Marion Jordan Road Scarborough, ME 04074 Tel: 207-274-0001 E-mail: cliffginn@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael D. Mitchell, managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-13457_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-13457.pdf CK ASSISTED: Trustee Taps Steve Brown as Legal Counsel ------------------------------------------------------ Maureen Gaughan, the Chapter 11 trustee for CK Assisted Living of Arizona, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Steve Brown & Associates, LLC, as her legal counsel. The firm will advise the trustee regarding the administration of the Debtor's bankruptcy estate; investigate and prosecute preference and other actions arising under the trustee's avoiding powers; and provide other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly rates: Steven Brown, Esq. $350 Associates $300 Paralegals/Contract Attorneys $145 Steve Brown & Associates is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Steven J. Brown, Esq. Steve Brown & Associates, LLC 1414 East Indian School Road, Suite 200 Phoenix, AZ 85014 Phone: 602-264-9224 Fax: 602-264-8158 About CK Assisted Living of Arizona CK Assisted Living of Arizona, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01882) on Feb. 28, 2018. The petition was signed by Steven Walski, manager. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Daniel P. Collins presides over the case. Carmichael & Powell, P.C., is the Debtor's bankruptcy counsel. Maureen Gaughan was appointed Chapter 11 trustee in the Debtor's case. The trustee tapped Steve Brown & Associates, LLC as her legal counsel. CONVERGEONE HOLDINGS: S&P Puts 'B' ICR on CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings placed its ratings on ConvergeOne Holdings Inc., including the 'B' issuer credit rating and 'B' issue-level rating on ConvergeOne's first-lien term loan, on CreditWatch with negative implications. S&P said, "The CreditWatch placement reflects our view that the proposed acquisition of ConvergeOne could cause leverage to rise above 7.0x, our rating threshold for the current rating, given the $1.8 billion acquisition price and high financial risk tolerance of many financial sponsors. The acquisition is expected to close in fourth-quarter 2018 or first-quarter 2019. "We aim to resolve the CreditWatch within the next three months after reviewing the transaction details, financial policy, and after discussing any changes to the existing operating plan with management and its new financial sponsors." COVIA HOLDINGS: Bank Debt Trades at 17% Off ------------------------------------------- Participations in a syndicated loan under which Covia Holdings Corporation is a borrower traded in the secondary market at 83.35 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 8.15 percentage points from the previous week. Covia Holdings pays 375 basis points above LIBOR to borrow under the $165 million facility. The bank loan matures on June 1, 2025. Moody's rates the loan 'Ba3' 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, November 2. CPI CARD: Incurs $6.11 Million Net Loss in Third Quarter -------------------------------------------------------- CPI Card Group Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $6.11 million on $70.98 million of total net sales for the three months ended Sept. 30, 2018, compared to a net loss of $735,000 on $60.99 million of total net sales for the same period a year ago. Income from operations was $4.7 million in the third quarter of 2018, up from $3.4 million in the third quarter of 2017. GAAP net loss from continuing operations in the third quarter of 2018 was $1.1 million, or a loss from continuing operations of $0.10 per diluted share, compared to a net loss from continuing operations of $0.8 million, or a loss from continuing operations of $0.07 per diluted share, in the third quarter of 2017. Adjusted EBITDA for the third quarter of 2018 was $9.1 million, compared with $9.2 million in the prior year period, primarily reflecting net sales growth, offset by $1.9 million of incremental employee performance incentive compensation due to the Company's improved performance in 2018. Adjusted Net loss from continuing operations in the third quarter of 2018 was approximately break-even, compared with Adjusted Net Income from continuing operations of $1.0 million in the third quarter of 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $30.11 million on $187.29 million of total net sales compared to a net loss of $7.40 million on $166.25 million of total net sales for the nine months ended Sept. 30, 2017. As of Sept. 30, 2018, CPI Card had $207.14 million in total assets, $349.48 million in total liabilities and a total stockholders' deficit of $142.33 million. Cash used in operating activities for the nine months ended Sept. 30, 2018 was $1.9 million, and capital expenditures totaled $5.0 million. Free cash flow for the nine months ended Sept. 30, 2018 was a use of $6.9 million, on a continuing operations basis. At Sept. 30, 2018, the Company had $12.8 million of cash and cash equivalents and a $40.0 million revolving credit facility, of which $20.0 million was available for borrowing. Total debt principal outstanding, comprised of the Company's First Lien Term Loan, was $312.5 million at Sept. 30, 2018, unchanged from Dec. 31, 2017. Net of debt issuance costs and discount, recorded debt was $305.3 million as of Sept. 30, 2018. The Company's First Lien Term Loan matures on Aug. 17, 2022 and includes no financial covenants. John Lowe, chief financial officer, stated, "We delivered solid third quarter results highlighted by 16% year-over-year net sales growth. We are also pleased with our gross profit margin performance in the third quarter, which is up both sequentially and compared to third quarter of 2017, reflecting our net sales growth, focus on higher margin products and solutions, and our productivity and efficiency initiatives. Third quarter adjusted EBITDA reflects our top-line growth, partially offset by increased employee performance incentive compensation. We continue to believe we have adequate cash and liquidity to support our business plan moving forward." Scott Scheirman, president and chief executive officer of CPI, stated, "We are pleased with our third quarter results, and we are performing well relative to our objectives for the first nine months of 2018. Our third quarter financial and operating performance is highlighted by 16% year-over-year net sales growth driven by double-digit net sales growth across both our U.S. Debit and Credit and Prepaid segments, growth of EMV card volumes, and continued momentum in our emerging products and solutions. The execution of our strategic priorities of deep customer focus, providing market-leading quality products and customer service, a market competitive business model and continuous innovation, is enabling us to strengthen our customer relationships and win new business." A full-text copy of the Form 10-Q is available for free at: https://is.gd/kaiG1D About CPI Card CPI Card Group -- http://www.cpicardgroup.com/-- is a provider of payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. Serving its customers from locations throughout the United States and Canada, the Company has the largest network of high security facilities in North America, each of which is certified by one or more of the payment brands: Visa, Mastercard, American Express, Discover and Interac in Canada. CPI Card incurred a net loss of $22.01 million for the year ended Dec. 31, 2017, compared to net income of $5.40 million for the year ended Dec. 31, 2016. * * * As reported by the TCR on April 4, 2018, Moody's Investors Service downgraded its ratings for CPI Card Group Inc., including the company's Corporate Family Rating (to Caa1, from B3) and Probability of Default Rating (to Caa1-PD, from B3-PD). Moody's said the downgrades broadly reflect continued uncertainty about whether CPI can return to revenue and profit growth over the next 12 to 18 months, and an earnings and cash flow profile that can adequately support the company's heavy debt burden. In March 2018, S&P Global Ratings lowered its corporate credit rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that CPI's capital structure is unsustainable at current levels of EBITDA. However, we do not anticipate a default scenario over the next 12 months given that we believe liquidity availability will be sufficient to absorb the expected negative discretionary cash flow. CPKAP LLC: Committee Taps Kutak Rock as Legal Counsel ----------------------------------------------------- The official committee of unsecured creditors of CPKap, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Kutak Rock LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; represent the committee in negotiations; and provide other legal services related to its Chapter 11 case. Kutak Rock charges these hourly rates: Partners $450 - $685 Associates $275 - $350 Paraprofessionals $100 - $175 The principal attorneys designated to represent the committee are: Craig Young $685 Jeremy Williams $450 David Fox $275 Brian Richardson $275 Craig Young, Esq., at Kutak Rock, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Kutak Rock can be reached through: Craig Benson Young, Esq. Kutak Rock LLP 1625 Eye Street, NW, Suite 800 Washington, D.C. 20006 Telephone: (202) 828-2328 Fax: (202) 828-2488 About CPKAP LLC CPKap, LLC, operates the Kapnos Taverna, a restaurant that serves classic and coastal-inspired Greek dishes. Mike Isabella's Kapnos Taverna has locations in Arlington, Virginia, and College Park, Maryland. CPKap sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 18-21808) on Sept. 6, 2018. In the petitions signed by Johannes Allender, CFO, CPKap disclosed $88,728 in assets and $369,344 in liabilities. Judge Lori S. Simpson presides over the case. The Debtor tapped Porzio, Bromberg & Newman, P.C. as its lead bankruptcy counsel; and Yumkas Vidmar Sweeney & Mulrenin, LLC as local counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 19, 2018. The committee tapped Kutak Rock LLP as its legal counsel. CRM CITY FELLOWSHIP: Case Summary & 6 Unsecured Creditors --------------------------------------------------------- Debtor: CRM City Fellowship Church 3701 Elgin Street Houston, TX 77004 Business Description: CRM City Fellowship Church is a tax-exempt religious organization based in Houston, Texas. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-36175 Debtor's Counsel: Nelson M. Jones, III, Esq. LAW OFFICE OF NELSON M. JONES III 440 Louisiana, Suite 1575 Houston, TX 77002 Tel: 713-236-8736 Fax: 713-236-8990 E-mail: njoneslawfirm@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Leroy J. Woodard, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-36175.pdf CURAE HEALTH: Committee Taps EisnerAmper as Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors of Curae Health Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire EisnerAmper LLP as its financial advisor. The firm will assist the committee in analyzing the financial operations of Curae Health and its affiliated debtors; conduct claims analysis; review the financial aspects of a bankruptcy plan; monitor and participate in any potential sale of the Debtors' assets; analyze the Debtors' transactions and the financial ramifications of such transactions; analyze the Debtors' cash flow projections and cash disbursements; and provide other financial advisory services related to their Chapter 11 cases. The firm charges these hourly rates: Directors/Partners $500 - $695 Managers/Senior Managers $340 - $420 Associates/Seniors $215 - $295 Paraprofessionals $125 - $180 The principal EisnerAmper professionals designated to represent the committee are: Allen D. Wilen Managing Partner $630 Adeola Akinrinade Senior Manager $420 Melissa Dardani Senior Staff $235 DelMarie Velazquez Paraprofessional $125 Allen Wilen, Esq., a partner at EisnerAmper, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. EisnerAmper can be reached through: Allen D. Wilen EisnerAmper LLP 111 Wood Avenue South Iselin, NJ 08830-2700 Phone: 732.243.7386 / 732.243.7000 About Curae Health Curae Health is a 501(c)(3) not-for-profit health system formed to address the needs of rural healthcare. Focusing on rural community hospitals in the Southeastern US, Curae collaborates with medical staff and communities to add new services and upgrade the facilities, alleviating the need for patients to travel long distances for their healthcare needs. On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665). Curae Health estimated $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. The cases are assigned to Judge Charles M. Walker. The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory & Capital Group LLC, as financial advisors; Egerton McAfee Armistead & Davis, P.C., as special counsel; Morgan Stanley as investment banker; and BMC Group, Inc., as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 6, 2018. The committee tapped Sills Cummis & Gross P.C. as its legal counsel. CYTOSORBENTS CORP: Reports Third Quarter Net Loss of $3 Million --------------------------------------------------------------- Cytosorbents Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3 million on $5.74 million of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $2.05 million on $3.82 million of total revenue for the same period during the prior year. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $11.80 million on $16.42 million of total revenue compared to a net loss of $5.31 million on $10.50 million of total revenue for the nine months ended Sept. 30, 2017. As of Sept. 30, 2018, Cytosorbents had $34.24 million in total assets, $14.17 million in total liabilities and $20.07 million in total stockholders' equity. Since inception, the Company's operations has been primarily financed through the issuance of debt and equity securities. At Sept. 30, 2018, the Company had current assets of approximately $29,950,000 including cash on hand of approximately $24,911,000 and current liabilities of approximately $4,261,000. On June 30, 2016, the Company and its wholly-owned subsidiary, CytoSorbents Medical, Inc., entered into a Loan and Security Agreement with Bridge Bank, a division of Western Alliance Bank, pursuant to which the Company borrowed $10 million in two equal tranches of $5 million. On March 29, 2018, the Original Term Loans were refinanced with the Bank pursuant to an Amended and Restated Loan and Security Agreement by and between the Bank and the Borrower, under which the Bank agreed to loan the Borrower up to an aggregate of $15 million to be disbursed in two tranches: (1) one tranche of $10 million which was funded on the Closing Date and used to refinance the Original Term Loans, and (2) a second tranche of $5 million which may be disbursed at the Borrower's sole request prior to March 31, 2019 provided certain conditions are met. The proceeds of the Term Loans will be used for general business requirements in accordance with the Amended and Restated Loan and Security Agreement. In addition, during the nine months ended Sept. 30, 2018, the Company sold 1,498,320 shares of its common stock under the terms of its Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. at an average cost of $9.58 per share, generating net proceeds of approximately $13,917,000, and during the period from Oct. 1, 2018 through Oct. 31, 2018, the Company sold an additional 17,030 shares of its common stock at an average cost of $12.69 per share, generating net proceeds of approximately $209,000. As a result of the equity financing under the terms of the Sales Agreement and the availability of additional debt financing under the Amended and Restated Loan and Security Agreement with Bridge Bank, the Company believes it has sufficient liquidity to fund its operations into the second half of 2020. A full-text copy of the Form 10-Q is available for free at: https://is.gd/8JcYqv About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy commercializing its CytoSorb blood purification technology to reduce deadly uncontrolled inflammation in hospitalized patients around the world, with the goal of preventing or treating multiple organ failure in life-threatening illnesses. The Company, through its subsidiary CytoSorbents Medical Inc. (formerly known as CytoSorbents, Inc.), is engaged in the research, development and commercialization of medical devices with its blood purification technology platform which incorporates a proprietary adsorbent, porous polymer technology. Cytosorbents reported a net loss attributable to common shareholders of $8.79 million on $15.15 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $11.76 million on $9.52 million of total revenue for the year ended Dec. 31, 2016. As of June 30, 2018, Cytosorbents had $34.94 million in total assets, $13.38 million in total liabilities and $21.56 million in total stockholders' equity. The Company's independent registered public accountants' report for the year ended Dec. 31, 2017 includes an explanatory paragraph that expresses substantial doubt about the Company's ability to continue as a "going concern." WithumSmith+Brown, PC, in East Brunswick, New Jersey, stated that the Company sustained net losses for the years ended December 31, 2017, 2016 and 2015. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2019. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. DCP MIDSTREAM: Fitch Affirms BB+ LT IDR, Outlook Stable ------------------------------------------------------- Fitch has affirmed DCP Midstream, LP's and DCP Midstream Operating, LP's Long-Term Issuer Default Ratings and senior unsecured ratings at 'BB+' and 'BB+'/'RR4', respectively. Additionally Fitch has affirmed DCP's junior subordinated notes at 'BB-'/'RR6' and preferred equity ratings at 'BB-'/'RR6'. The Rating Outlook is Stable. KEY RATING DRIVERS Scale and Scope of Operations: DCP's ratings reflect the size, scale, scope and diversity of its asset base. DCP's ratings recognize that it is one of the largest producers of natural gas liquids (NGLs) and processors of natural gas. The partnership has a robust operating presence in most of the key production regions within the U.S. The size and breadth of DCP's operations allow it to offer its customers end-to-end gathering, processing, storage and transportation solutions, giving it a competitive advantage within the regions where they have significant scale. Additionally, the partnership's large asset base provides a platform for growth opportunities across its footprint. DCP has a particular focus on the Denver Julesburg Basin and the Permian Basin, areas in need of gathering and processing infrastructure as production in the liquids-rich regions of these plays continues to increase. Much of DCP's asset portfolio consists of 'must-run' type assets -- as long as oil and gas is flowing from the wells and basins they access, DCP will process the gas. Volumetric Risks: DCP's ratings reflect that its operations are exposed to volumetric risks associated with the domestic production and demand for natural gas and NGLs. The ratings consider that YTD 3Q18 volumes have been relatively strong across DCP's portfolio with strong average throughput volumes on DCP's NGL transportation assets and growing wellhead volumes on DCP's Eagle Ford, Denver Julesburg Basin, and Midcontinent operations. There was some 1H18 weakness in volumes and profitability in DCP's Discovery operations that is expected to continue, but that has been offset by volume growth across its other operations. Leverage and Capital Structure: DCP's leverage has been high, but continues to show improvements. Fitch expects DCP 2018 leverage to be between 4.7x and 5.0x, an improvement from Fitch's prior estimates due to better than expected NGL pricing, solid returns on recent growth spending and solid volume growth. DCP currently has roughly 79% of its pro forma gross margin supported by fee-based or hedged volumes, DCP's hedges on NGLs tend to be short tenor (typically 12-18 months out) leaving DCP exposed to hedge roll over risk, as well as longer term exposure to commodity prices. For 2018, 60% of DCP's gross margin is fixed fee, with 19% of margin supported by product hedges. DCP has a fairly robust backlog of near-term growth projects, which should help support EBITDA and cash flow growth, but Fitch currently expects run-rate leverage in the 4.7x-5.0x range as DCP works through these growth opportunities. Supportive Ownership: Fitch rates DCP on a standalone basis, with no explicit notching from its parent companies' ratings; however, DCP's ratings reflect that DCP's owners have been and are expected to remain supportive of the operating and credit profile of DCP. DCP's ultimate owners of its general partner, Enbridge, Inc. (ENB; BBB+/Stable) and Phillips 66 (PSX; not rated) have in the past exhibited a willingness to inject capital, forgo dividends and generally provide capital support to DCP. In association with DCP's simplification transaction at the beginning of 2017, DCP's owners agreed to waive up to $100 million per year for three years in incentive distributions from DCP, if and as needed, in order for the partnership to maintain distribution coverage above 1.0x. Fitch expects that the waiver will likely not be needed in 2018 and 2019. DERIVATION SUMMARY DCP's ratings are reflective of its favorable size, scale, geographic and business line diversity within the natural gas gathering and processing space. The ratings recognize that DCP has higher exposure to commodity prices than many of its midstream peers, with only 60% of gross margin supported by fixed-fee contracts. This commodity price exposure has been partially mitigated in the near term through DCP's use of hedges for its NGL, natural gas and crude oil price exposure, pushing the percentage of gross margin, either fixed-fee or hedged, up to 79% as of November 2018. This helps DCP's cash flow stability, but exposes it to longer-term hedge roll-over and commodity price risks. DCP is larger and more geographically diversified than higher rated peers Enlink Midstream Partners, LP (ENLK: BBB-/Stable) and Enable Midstream Partners, LP (ENBL: BBB-/Stable). Fitch calculates year-end 2018 leverage at DCP to be similar to ENLK's of 4.7x-5.0x, but higher than ENBL, which Fitch expects leverage at 3.8x to 4.2x. ENBL and ENLK also possess similar volumetric risks to DCP, but have more of their revenue supported by fixed-fee contracts. DCP has roughly 60% of its gross margin supported by fixed-fee contracts, while ENBL and ENLK each have greater than 90%. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Base case WTI oil prices of $55 long term; Henry Hub natural gas price of $3.00/mcf long term; - Maintenance capital of roughly $100 million to $150 million annually. Growth spending of between $550 million and $1.0 billion annually through 2021, funded with a balanced mix of debt and equity; - Preferred Equity and Junior Subordinate notes receive 50% equity credit. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - A demonstrated ability to maintain the percentage of fixed-fee or hedged gross margin at or above 70% while maintaining leverage below 4.5x and distribution coverage above 1.0x on a sustained basis could lead to a positive rating action. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Leverage expected above 5.5x on a sustained basis and/or distribution coverage consistently below 1.0x would likely result in at least a one-notch downgrade; - A significant decline in fixed-fee or hedged commodity leading to gross margin less than 60% without an appropriate, significant adjustment in capital structure, specifically a reduction in leverage, would likely lead to at least a one-notch downgrade; - A significant change in the ownership support structure from GP owners ENB and PSX to the consolidated entity particularly with regard to the GP position on commodity price exposure, distribution policies and capital structure at DCP, the operating partnership. LIQUIDITY Liquidity Adequate: DCP's liquidity is adequate, with near full availability under its $1.4 billion revolving credit facility as of Sept. 30, 2018, when DCP had roughly $145 million in borrowings outstanding. DCP's credit facility matures in December 2022. The credit facility has a leverage covenant that requires DCP's consolidated leverage ratio not to exceed 5.0x for the quarter ending Sept. 30, 2018 and 5.0x for the quarters thereafter. The leverage ratio would be stepped up to 5.5x for three quarters following any qualified acquisition. Importantly, for covenant calculation purposes, DCP's preferred equity and junior subordinated notes are given 100% equity treatment (versus Fitch's 50% equity treatment), so the issuance of preferred equity will help improve liquidity and leverage as the proceeds are expected to be used to pay down debt. DCP maturities are otherwise limited with no maturing debt in 2018, and $325 million and $600 million in notes maturing in 2019 and 2020 respectively. DCP redeemed its $450 million 2019 9.75% notes in August using proceeds from its $500 million 5.375% August notes issuance. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: DCP Midstream, LP -- Long-Term IDR at 'BB+'; -- Senior unsecured rating at 'BB+'/'RR4'; -- Junior subordinated rating at 'BB-'/'RR6'; -- Preferred equity rating at 'BB-'/'RR6'. DCP Midstream Operating, LP -- Long-Term IDR at 'BB+'; -- Senior unsecured rating at 'BB+'/'RR4'; The Rating Outlook is Stable. DIXIE ELECTRIC: Simpson Thacher Represents Business in Chapter 11 ----------------------------------------------------------------- Simpson Thacher is representing Dixie Electric, LLC and its affiliates in its Chapter 11 pre-packaged bankruptcy proceeding filed on Nov. 2, 2018 in the Bankruptcy Court for the District of Delaware. The Company has commenced the Chapter 11 proceeding to effectuate the transactions contemplated under a restructuring support agreement (the RSA) entered into on October 26, 2018 with, among others, over 67% of its secured loan lenders (the Secured Lenders), its unsecured loan lender (the Unsecured Lender) and its equity holder. The RSA sets forth the key terms of a comprehensive, balance sheet restructuring that will result in the Secured Lenders receiving 98.25% of the equity in reorganized Dixie and the Unsecured Lender receiving the remaining 1.75% (in each case subject to dilution by a management incentive plan) in exchange for the extinguishment of approximately $295 million in principal amount of such secured and unsecured debt. Moreover, certain Secured Lenders have agreed under the RSA to extend new money term loans under an up to $17.5 million debtor-in-possession facility (the DIP Facility), subject to court approval, to be used to fund working capital expenses and the costs associated with the restructuring process. The DIP Facility will convert into loans outstanding under a $30 million exit facility upon emergence, with $12.5 million of additional new money term loans available upon emergence. The restructuring is anticipated to be consummated in or around December 2018. Dixie, dba Expanse Energy Solutions, is an innovative leader in the oil, gas and industrial services sectors, facilitating upstream, midstream and downstream operations in the nation's most prolific energy producing regions. Dixie excels in providing local service capabilities, efficient supply chain management and around-the-clock maintenance capabilities to the oil, gas and power industries. The Simpson Thacher team includes Elisha Graff, Kathrine McLendon, Nicholas Baker, Edward Linden and David Baruch (Restructuring and Bankruptcy); Christopher May and Jacqui Bogucki (M&A); Alden Millard, Mike Vernace, Kyle Spies and Leah Nudelman (Banking and Credit); Rise Norman and Conor Colasurdo (Capital Markets); John Creed and Tyler Robbins (Tax); Larry Moss (ECEB); Adeeb Fadil and Timothy Mulvihill (Environmental); and Andrew Pagliughi (Blue Sky). Dixie Electric, LLC dba Expanse Energy Solutions -- https://www.expanseenergy.com -- is a privately held provider of electrical infrastructure materials and services to the energy industry. Headquartered in Houston, Texas, the Company offers its upstream and midstream customers solutions for oilfield electrical infrastructure and automation for the initial development of an oilfield through its full lifecycle. These services include ongoing infrastructure upgrades and periodic maintenance, including the initial design, installation, subsequent modification, upgrade and maintenance of the electrification and automation infrastructure. The Company's operations are concentrated in the Permian and Bakken basins in North America. As of the Petition Date, the Company had approximately 580 full-time employees. The Company was founded and began operations in 1951. DTV INC: Wants to Continue Using Cash Collateral Until February 12 ------------------------------------------------------------------ DTV Inc. requests the U.S. Bankruptcy Court for the Northern District of Ohio to further extended the interim order authorizing the Debtor to continue its use of cash collateral through and including February 12, 2019. When this case was filed, the Debtor was indebted to KeyBank, N.A. pursuant to a Promissory Note in the original principal amount of $399,000. As of the Petition Date, KeyBank was owed approximately $300,000 in principal and held a properly perfected first priority security interest in all of the Debtor's property. Prior to Crocker Park's enforcement actions, KeyBank and the Debtor were in the process of negotiating an extension of the Debtor's secured loan. Although the loan had matured, the Debtor was in good standing with KeyBank. The Debtor believes KeyBank has sold its note and any claim related to the Debtor in this bankruptcy case to a third party, 50 Public Square, LLC (Prepetition Secured Lender). Anthony Hughes (husband to Kathy Hughes , the President and CEO of the Debtor), also holds a properly perfected second priority security interest in all of the property of the Debtor based upon a Loan Agreement, setting forth the terms of a loan from Mr. Hughes to the Debtor in the principal amount of $586,000. Mr. Hughes owns no portion of the Debtor or Vegh Family LLC, nor has Mr. Hughes previously agreed to any personal responsibility for any of the Debtor's or Vegh Family LLC's obligations to KeyBank (Prepetition Secured Lender). After two contested hearings, on July 20, 2018, the Court entered an order authorizing the Debtor to obtain post-bankruptcy financing from Anthony Hughes and to use cash collateral. The Debtor borrowed $45,000 in DIP financing at the very beginning of this case. Since the Court's entry of the DIP Order, the Debtor does not anticipate borrowing any additional funds. The DIP loan remains outstanding. The Cash Collateral Order expires on November 8, 2018 and schedules a hearing on the Debtor's further use of cash collateral for November 6, 2018. Accordingly, the Debtor is requesting for an extension of the authorization to use of cash collateral through and including February 12, 2019. The Debtor requires continued use of the Prepetition Secured Lender's cash collateral. When its case was first initiated, due to a garnishment proceeding, the Debtor's cash balance was zero, which was insufficient to operate the enterprise and continue paying debts as they came due. The Debtor's business is cash intensive, with daily costs required to satisfy obligations to vendors and employees. The Prepetition Secured Lender is willing to authorize the Debtor to use the cash collateral for the purposes set forth in a budget. The Debtor submits that the Budget will be adhered to, and any negative variance in net income will not exceed 10% of the cumulative budgeted items. The Debtor proposes to continue securing use of cash collateral, in part, by providing adequate protection in the form of a superpriority and replacement liens pursuant to section 364(c) of the Bankruptcy Code to the Prepetition Secured Lender as set forth in the order previously entered by the Court. The Debtor proposes to provide first priority liens on substantially all of the Debtor's assets -- all of the Debtor's property was previously encumbered in the same manner in the same priority. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ohnb18-14052-82.pdf About DTV Inc. Operating for 55 years, DTV Inc. is a retail store with one location, in Mayfield Heights, doing business as Danny Vegh's Home Entertainment, selling pool tables, ping-pong tables, and furniture, among other things. DTV Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ohio Case No. 18-14052) on July 8, 2018. The Debtor hired Dahl Law LLC as counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on Sept. 4, 2018. The Committee hired Hahn Loeser & Parks LLP as its legal counsel. DUCOMMUN INC: S&P Assigns B+ Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to Ducommun 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 first-lien credit facility, which comprises a $100 million revolving credit facility due in 2023 and a $240 million first-lien term loan due in 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. "Our rating on Ducommun reflects the company's modest size, the competitive markets in which it participates, and somewhat high customer concentration, coupled with initially high leverage. These factors are partially offset by the company's participation on strong and growing platforms and strong presence in some niche markets. We expect debt to EBITDA of 5.4x-5.8x in 2018, improving to 3.5x-3.9x in 2019 as the company's revenue and earnings increase with volume on popular aircraft and missile platforms, and previous restructuring actions improve profitability. "S&P Global Ratings' stable outlook on Ducommun reflects our expectation that debt to EBITDA will be 5.4x-5.8x in fiscal 2018 but improve to about 3.5x-3.9x in 2019. This improvement is expected to come from higher margins, mostly from the restructuring program, and positions on key projects that we expect will benefit from favorable industry conditions. "We could lower our rating on Ducommun in the next 12 months if debt to EBITDA is expected to remain above 5x. This would most likely occur if the company cannot keep up with production increases and margins don't improve as expected. This could also occur if the company is more acquisitive than we expect. "We could raise the rating on Ducommun in the next 12 months if debt to EBITDA improves to below 4x, FFO to debt improves to above 20%, and management commits to maintaining these figures even with future acquisitions. This could likely result from new contract wins driving revenue and earnings growth or additional debt repayment." EDEN HOME: PCO Files 4th Report ------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman, filed a fourth report detailing remote discussions and monitoring, an unscheduled weekend site visit, and continued engagement with Eden Home, Inc. The PCO focused on the Oaks and Willows units during her fourth site visit. According to the Report, the PCO did not observe patient care concerns as contemplated by 11 U.S.C. Sec. 333. Oaks and Willows staffing was noted to be consistent with that observed by PCO on weekday site visits. Further, the PCO observed laundry, housekeeping, floor technician, and dietary staff throughout the facility. However, the PCO noted various buckets situated in a non-resident hall, presumably related to roof leaks that were previously reported as a priority once construction settlement monies were available. PCO's interviews with the staff, residents, and family members did not elicit bankruptcy-related concerns. Family members expressed a desire for more structured weekend activities when more family members were visiting loved ones instead of what was viewed as largely self-directed activities that were supported by activity staff; and, to a lesser extent, clinical staff, if time permitted. The PCO noted that the family feedback appeared to be consistent with that received by the state long-term-care ombudsman and the Family Council. A full-text copy of the PCO's Fourth Interim Report is available for free at: http://bankrupt.com/misc/txwb18-50608-366.pdf About Eden Home Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill Communities -- https://www.edenhill.org/ -- is a not-for-profit, faith-based organization that provides independent living, affordable housing, assisted living, skilled nursing and rehabilitation, long-term care and memory care services. The EdenHill Communities Transportation Department provides ADA services in support of seniors and individuals with disabilities. Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50608) on March 16, 2018. In the petition signed by Laurence P. Dahl, CEO and executive director, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig A. Gargotta is the case judge. Dykema Cox Smith is the Debtor's counsel; Langley & Banack, and Gravely & Pearson, L.L.P., as special counsels; Cushman & Wakefield as real estate broker. Cushman & Wakefield has entered into a Co-Broker Agreement with CF Commercial Brokerage, LLC d/b/a San Antonio Commercial Advisors. On March 26, 2018, the U.S. Trustee appointed Susan N. Goodman as the Patient Care Ombudsman in the case. On May 30, 2018, the Official Committee of Unsecured Creditors of Eden Home, Inc. was appointed by the Bankruptcy Court. The Committee retained Martin & Drought, P.C., as counsel. ELEMENTS BEHAVIORAL: Gets Approval to Hire Accordion, Appoint CRO ----------------------------------------------------------------- EBH Topco, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Accordion Partners, LLC and appoint Anthony Horvat, the firm's managing director, as chief restructuring officer. Mr. Horvat and his firm will assist the company and its affiliates with their liquidation efforts and their Chapter 11 cases. The services to be provided include the preparation of a liquidation analysis; assisting the Debtors in their financial reporting; maintaining the Debtors' cash flow forecast tool; managing the Debtors' relationship with their vendors; and assisting them in matters related to the operations of their businesses. The Debtors had previously employed Alvarez & Marsal Healthcare Industry Group, LLC as their initial restructuring advisor and financial advisor to assist them in effectuating the sale process. Now that the sale of substantially all of their assets has been approved, the Debtors have turned their efforts to filing a bankruptcy plan, soliciting acceptances from creditors, and effectuating the liquidation of their estates. In addition, the Debtors are working with the buyer, Project Build Behavioral Health, LLC on 71 different licensure transfer applications that have been submitted to various states to obtain regulatory approval of the sale. The sale cannot close until regulatory approval from all state agencies is obtained. These tasks, among many others, will be the tasks for which the Debtors engaged Accordion on a going forward basis. Accordion will charge these hourly rates: Managing Director $550 Senior Director $465 Director $425 Vice President $375 Associate $300 Analyst $200 Mr. Horvat disclosed in a court filing that his firm does not have any interest adverse to the interests of the Debtors' estates, creditors and equity security holders. Accordion can be reached through: Anthony Horvat Accordion Partners, LLC 632 Broadway, Second Floor New York, NY 10012 Phone: 646-485-8000 Fax: 866-595-8806 About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC, along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11212). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. The Debtors tapped Alvarez & Marsal LLC as initial restructuring advisor; Houlihan Lokey Capital, Inc. as investment banker; and Donlin, Recano & Company, Inc. as the notice and claims agent. On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Bayard P.A. as legal counsel; Arent Fox LLP as co-counsel; and Zolfo Cooper, LLC as financial advisor. ENVISION HEALTHCARE: Bank Debt Trades at 2% Off ----------------------------------------------- Participations in a syndicated loan under which Envision Healthcare is a borrower traded in the secondary market at 97.89 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.19 percentage points from the previous week. Envision Healthcare pays 375 basis points above LIBOR to borrow under the $545 million facility. The bank loan matures on October 11, 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, November 2. EP ENERGY: Reports Third Quarter Net Loss of $44 Million -------------------------------------------------------- EP Energy Corporation reported third quarter 2018 financial and operational results. 3Q'18 Updates - Continuing to Execute Strategy with Focus on Value Creation and De-levering the Business * Drilled and completed most productive oil well in company history in Northeastern Utah (NEU), formerly Altamont * Drilled most productive Eagle Ford oil well and second most productive Permian oil well in company history * Improved capital efficiency in all three assets * Operating cash flows $163MM, investing cash flows ($205MM), and financing cash flows of ($1MM) * Free cash flow positive of $4MM (excluding hedges) for the first quarter in company history * Initiated third Eagle Ford enhanced oil recovery (EOR) pilot project in October * Drilled and completed two horizontal wells in NEU and currently have 57 horizontal permits in process * Equivalent production of 80.4 MBoe/d * Oil production of 46.4 MBbls/d * Net loss of $44MM * Adjusted EBITDAX of $214MM * Oil and gas expenditures of $201MM including $46MM acquisition capital * Adjusted oil and gas expenditures of $133MM * Completed (based on wells fracture stimulated or frac'd) 31 gross wells * G&A expense of $2.91 per Boe, Adjusted G&A expense of $2.05 per Boe * Reaffirmed the RBL Facility borrowing base in November and ended the quarter with $666MM of liquidity- $56MM of cash and 100% undrawn RBL Facility capacity * Net debt to annualized adjusted EBITDAX improved one full turn from 3Q'17 to 3Q'18 3Q'18 Demonstrating Capital Discipline and Improvement in Leverage Metrics The third quarter of 2018 was the first quarter in the company's history to be free cash flow positive excluding hedging settlements. This was driven by a combination of improved capital efficiency, reduced costs, and higher oil prices. Unlocking Value in Utah - First Horizontal Well Delivers Most Productive Well in Company History The company has renamed its position in the Uinta Basin to Northeastern Utah or NEU. In the third quarter of 2018, the company produced 17.5 MBoe/d, including 12.0 MBbls/d of oil, a four percent decrease from the third quarter of 2017, respectively. EP Energy operated two joint venture drilling rigs and completed (frac'd) six gross wells and two net wells in the third quarter of 2018. Total capital invested in NEU in the third quarter of 2018 was $35 million excluding acquisitions. In the third quarter of 2018, the company completed its first two horizontal wells in NEU. The Duchesne City 1-25-26-C5-2H well was drilled to a lateral length of approximately 9,800 feet and has produced 110,000 barrels of oil after 78 days, making it the most productive oil well completed in the company's history. The second well, Duchesne City 1-25-26-C5-1H, was drilled to a lateral length of 7,900 feet and has produced 60,000 barrels of oil after 78 days and is in the top 6% of oil producing wells for the company. In the fourth quarter of 2018, the company plans to take core samples to assess the potential of horizontal development over the company's entire 159,000 net acres across multiple benches. Additionally, the company has 57 horizontal permits in process and will focus on NEU horizontal wells in 2019 due to their strong productivity. Eagle Ford: Significant Oil Growth and Progress on Capital Efficiency Initiatives The company produced 35.8 MBoe/d, including 25.6 MBbls/d of oil in the third quarter of 2018, a nine percent and 28% increase from the third quarter of 2017, respectively. EP Energy averaged approximately three drilling rigs, invested $92 million excluding acquisition capital and completed (frac'd) 22 gross and 10 net wells in the third quarter of 2018. EP Energy continued to increase the scale of EOR operations in the third quarter and into the fourth quarter of 2018. In the Company's first EOR pilot, the Company completed two injection cycles and expect to complete 2-3 more cycles across the three pilot areas by year-end. In August, the company operationalized its second pilot in the north end of its La Salle acreage. In October, the third EOR pilot became operational in the retrograde condensate window in the southern end of its acreage position. In total, the company recycled approximately 8 MMcfe/d of gas in the third quarter of 2018. The goal for the EOR projects is to significantly increase recoverable reserves and lower finding and development (F&D) costs. Wells drilled in 2018 with new completion designs have exceeded pre-2018 offset wells by eight percent on net revenue per investment (RPI) as of 160 days. This group of wells are expected to outperform their offsets by 20% based on RPI. In addition, the company completed its two longest Eagle Ford laterals in company history. Both wells are currently in flow back, and the Company expects to provide a performance update in 4Q'18. The company continues to modify completion designs, lateral lengths and spacing for each pad to maximize returns and minimize F&D costs. In the fourth quarter of 2018, the company plans to run three rigs and complete 21 wells focused on development in the southern and eastern portion of the La Salle acreage. Permian: Optimizations Lead to Second Most Productive Well Since Program Inception In the third quarter of 2018, the company produced 27.1 MBoe/d, including 8.8 MBbls/d of oil, a nine percent and 30% decrease from the third quarter of 2017, respectively. In the third quarter of 2018, the company invested $7 million (excluding drilling JV adjustments) and completed (frac’d) three gross and two net wells. In 2018, the company applied a new completion design that resulted in the second most productive oil well in program history. Two additional wells with the enhanced design, which came online in September, are currently performing in-line with the improvement. The company maintains ample take-away capacity out of the basin through contractual agreements with third-party processors and marketing companies. In addition, the company has 100% of its Midland to Cushing basis exposure hedged in 2018 at -$1.02 per barrel and approximately one-third of its Midland to Cushing basis exposure hedged in 2019 at -$6.47 per barrel. Liquidity - Financial Flexibility Continues to Improve with Successful Redetermination of RBL Facility The company ended the quarter with $56 million in cash and zero borrowings on the RBL Facility, resulting in $666 million of available liquidity and $4.3 billion of net debt (total debt of $4.4 billion less cash of $56 million). In November 2018, the banks reaffirmed the current borrowing base of $1.4 billion and commitments of $629 million. A full-text copy of the press release is available for free at: https://is.gd/Mi2Ib1 About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com/-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. EP Energy LLC incurred a net loss of $203 million for the year ended Dec. 31, 2017, compared to a net loss of $21 million for the year ended Dec. 31, 2016. As of June 30, 2018, the Company had $5.16 billion in total assets, $479 million in total current liabilities, $4.34 billion in total non-current liabilities and $350 million in member's equity. * * * In January 2018, S&P Global Ratings raised its corporate credit rating on Houston-based exploration and production (E&P) company EP Energy LLC to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade reflects the announcement that EP has completed exchanges of its unsecured debt, which we considered to be distressed, for 1.5-lien secured debt due 2024. The rating incorporates the new capital structure, which reflects the minimal reduction of the company's debt as a result of the exchanges," S&P said. EP Energy LLC carries a 'Caal' Corporate Family Rating from Moody's Investors Service. EVEN ST. PRODUCTIONS: $13M Sale of Royalties to Primary Approved ---------------------------------------------------------------- Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California authorized Even St. Productions, Ltd. and Majoken, Inc., to sell (i) the undivided 100% interest in the Composition Royalties and BMI Royalties; and (b) the undivided 100% interest in the Master Royalties, the SoundExchange Royalties and the Consulting Fees, to Primary Wave Music IP Fund 1, LP for $13 million. A hearing on the Motion was held on Oct. 18, 2018 at 10:00 a.m. The sale is free and clear of all Liens on, in, and against, the Transferred Assets, with any and all Liens on, in, and against, the Transferred Assets, to attach to the Sale Proceeds. The APA is approved pursuant to section 363(b) of the Bankruptcy Code and the Debtors are authorized to consummate and perform all of their obligations under the APA and to execute such other documents, and take such other actions as are necessary or appropriate to effectuate the Contemplated Transactions. The Purchaser will not be required to ask or obtain relief from the automatic stay under section 362 of the Bankruptcy Code to consummate the Contemplated Transactions. The Order is and will be effective as a determination that, all Liens will be, and are, without further action by any person or entity, released with respect to the Transferred Assets as of the Closing Date (except as expressly provided in the APA). The Sale Proceeds will be deposited into Even St.'s DIP bank account. The Commission Modification is approved and the Debtors are authorized and directed to pay from the Sale Proceeds, at the Closing, the commissions set forth in the Commission Modification. The remaining Sale Proceeds, after the payment of the commissions set forth in the Commission Modification, will remain in Even St.'s DIP bank account until further order of the Court. On Nov. 2, 2018, the Debtors will file with the Court and serve on counsel to Sylvester Stewart a declaration itemizing all of the Debtors' expenses and proposed payments from the Sale Proceeds one with tax deductions for alleged bad debts or payment of royalties of approximately $3,940,001 without tax deductions for the said alleged bad debts or payment of royalties before taking into account any distribution of Sale Proceeds to the Debtors' shareholders. The stay provided for in Bankruptcy Rule 6004(h) is waived and the Order will be effective immediately upon its entry. About Even St. Productions Even St. Productions Ltd. and Majoken, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos. 13-24363 and 13-24389) on May 31, 2013, in Los Angeles. Even St. and Majoken each estimated assets and debts of $1 million to $10 million. Krikor J. Meshefejian, Esq., and David L. Neale, Esq., at Levene Neale Bender Rankin & Brill, LLP, serve as counsel to the Debtors. The Debtors hired BPE&H as accountant, and Loeb & Loeb LLP as special counsel. On Aug. 24, 2017, the Court confirmed the Debtors' First Amended Plan Of Reorganization (Dated Feb. 10, 2017), as Modified. EVERTEC GROUP: Moody's Rates Refinanced Sec. Credit Facilities B2 ----------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to the proposed new senior secured first lien credit facilities being arranged for EVERTEC Group, LLC, which consist of an upsized $125 million revolver along with a $135 million term loan A and a $425 million term loan B. The B2 Corporate Family Rating and B3-PD probability of default rating are unchanged. The company's SGL-3 speculative grade liquidity rating reflecting the adequacy of liquidity provisions over the forward period remains unchanged. The ratings outlook remains stable. Proceeds from the new loans, along with $19 million of cash on the balance sheet, will be used to repay the company's existing term debt ($191 and $379 million of former term loan A and B outstandings, respectively) and to fund estimated fees and expenses and the OID on the financing transaction. Moody's current B2 ratings for the company's existing credit facilities will be withdrawn concurrent with their respective repayment and termination upon closing of the proposed transaction. Assignments: Issuer: EVERTEC Group, LLC Gtd Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Gtd Senior Secured First Lien Term Loan A, Assigned B2 (LGD3) Gtd Senior Secured First Lien Term Loan B, Assigned B2 (LGD3) RATINGS RATIONALE The B2 CFR reflects Evertec's limited operating scale and elevated business uncertainty in Puerto Rico, which accounted for about 84% of its revenues. The company's financial performance improved strongly over the course of 2018 resulting from growing use of electronic payments and increased spending stemming from recovery efforts following Hurricane Maria. However, emigration, declining household income and the financially stressed Government of Puerto Rico could hinder the company's long-term growth prospects in its largest market. Evertec's business risks are somewhat mitigated, nonetheless, by the critical role it plays in Puerto Rico's economy as the dominant payments processor with the leading ATM and PIN debit network. Its payment processing and merchant acquiring services continue to benefit from a secular shift to electronic payments and generate recurring transaction processing revenues. These services have high operating leverage and drive strong adjusted EBITDA margins and good free cash flows. The stable outlook reflects Moody's expectation that Evertec will maintain adequate liquidity and generate free cash flow (after dividends) in the high single-digit percent range of total debt over the next 12-18 months. Given Puerto Rico's continuing challenged economic outlook, a ratings upgrade is not expected in the near term, though the company is well positioned in the B2 rating category. The ratings could be upgraded if Puerto Rico's economic outlook improves significantly or the company's geographic diversification of profits increases such that Puerto Rico accounts for less than 50% of earnings. The ratings could face upward pressure if Evertec generates strong earnings growth and total debt-to-EBITDA is below 4x and free cash flow is expected to exceed 10% of debt on a sustained basis. Operating challenges and/or aggressive financial policies causing total debt-to-EBITDA to approach 5x on a Moody's-adjusted basis could put downward pressure on ratings. Ratings could also be downgraded if liquidity deteriorates or free cash flow is expected to be below 5% of total debt. The SGL-3 speculative grade liquidity rating reflects Evertec's adequate liquidity over the next 12 months. The company, pro forma for the refinancing, is expected to have an unrestricted cash balance of $71 million and access to a $125 million revolving credit facility. Dividends have been reinstated (albeit at half the former amount) and will reduce free cash flow relative to the prior year they were suspended and Evertec benefited from higher than average spending related to recovery efforts in Puerto Rico, which are now largely completed. Evertec is expected to use a combination of cash flow and revolver drawings to fund prospective M&A activity. The term loan A (which will initially amortize at 5% per year) and revolver include a financial maintenance covenant with a maximum total secured net leverage test of 4.25x, which steps down to 4x at December 31, 2020. The term loan B (which amortizes at 1% per year) does not contain a financial maintenance covenant. Moody's expects the company to remain fully compliant with its covenants. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. EVERTEC Group, LLC is the main operating subsidiary of EVERTEC, Inc. Evertec provides transaction and payment processing, merchant acquiring and processing, and other business process information technology services to financial institutions, corporations, government agencies and merchants in Puerto Rico. The company generated revenue of $435 million in the LTM period ended September 30, 2018, and also maintains a smaller presence in countries throughout Latin American and the Caribbean. FAIRWAY GROUP: Moody's Affirms Ca CFR, Outlook Reamins Negative --------------------------------------------------------------- Moody's Investors Service stated that the recent extension of the maturities of Fairway Group Holdings Corp. senior unsecured term loan and Fairway Group Acquisition Company's senior secured term loans and L/C facility is a distressed exchange, which is an event of default under Moody's definition of default. As a result, Moody's has appended the Fairway Group Holdings Corp. Probability of Default rating with a an LD designation to Ca-PD/LD and affirmed its Corporate Family Rating at Ca. The LD designation will be removed after three business days. In addition Moody's assigned a B3 rating to Fairway Group Acquisition Company's new super priority senior secured term loan and B3 rating to its super priority senior secured L/C facility. Moody's also assigned a Caa2 rating to the company's new FILO senior secured term loan, a Ca rating to the company's new LIFO senior secured term loan and a C rating to Fairway Group Holdings new senior unsecured term loan. The rating outlook remains negative. "Despite the lower debt burden following the company's emergence from bankruptcy in 2016, and the recent amendment to extend maturities of its term loans Moody's believes Fairway's capital structure remains unsustainable given weaker than anticipated operating performance," stated Moody's Vice President and lead analyst for the company, Mickey Chadha. "Fairway is facing an extremely promotional business environment, and with competitive openings in its markets expected to continue, the ability to improve profitability at a level sufficient to support the current capital structure looks highly suspect, rendering a further debt restructuring highly likely in its estimation over the next 12-18 months," added Chadha. Assignments: Issuer: Fairway Group Acquisition Company Guaranteed Senior Secured LIFO Term Loan, Assigned Ca (LGD4) Guaranteed Senior Secured Delayed Draw Term Loan, Assigned B3 (LGD1) Guaranteed Senior Secured Super Priority Term Loan, Assigned B3 (LGD1) Guaranteed Senior Secured L/C Facility, Assigned B3 (LGD1) Guaranteed Senior Secured FILO Term Loan, Assigned Caa2 (LGD2) Issuer: Fairway Group Holdings Corp. Senior Unsecured Bank Credit Facility, Assigned C (LGD5) Outlook Actions: Issuer: Fairway Group Holdings Corp. Outlook, Remains Negative Affirmations: Issuer: Fairway Group Holdings Corp. Corporate Family Rating, Affirmed Ca Changes: Probability of Default Rating, Changed to Ca-PD/LD from Ca-PD RATINGS RATIONALE The ratings reflect risk of another requisite debt restructuring or distressed exchange given Fairway's deemed untenable capital structure, evidenced in part by very weak credit metrics, and weak liquidity. The recent amendment to extend the maturity of the existing term loans and the new super priority credit facilities offer some immediate relief from a liquidity crunch but Moody's expects this relief to be temporary as operating performance continues to be weak and free cash flow becomes increasingly strained as the company starts to burn cash. Moody's estimates lease adjusted debt-to-EBITDA in excess of 10 times, and EBIT-to-interest of less than 1.0 time over the next twelve months. The ratings also reflect Fairway's small scale, geographic concentration, and Moody's expectation that sales, earnings and cash flow measures will continue to be strained. Without the capital to effectively conduct promotional and marketing activities in a highly competitive market, Fairway's top line growth will prove elusive, and cash flows, liquidity and profitability will remain strained. Amid a very competitive pricing environment, the company's small scale does not afford it much room to absorb any declines in same-store sales and profitability for an extended period of time. Fairway's operations are highly concentrated geographically, and the combination of small scale and close proximity of stores increases its vulnerability to competitive openings. Moody's believes that store growth and capital expenditures, more broadly, will remain curtailed until the company's operating performance improves. Ratings also reflect Fairway's well recognized brand name and attractive market niche. The negative outlook reflects the ongoing elevated risk of another distressed exchange or other balance sheet restructuring over the next 12-18 months. The ratings could be upgraded if the company achieves consistent growth in revenue and EBITDA, while maintaining adequate overall liquidity. The ratings could be downgraded if improvement in operating performance remains elusive, or if a distressed exchange of debt obligations is effected to restructure Fairway's balance sheet. The principal methodology used in these ratings was Retail Industry published in May 2018. Headquartered in New York, New York, Fairway is a privately owned operator of 15 grocery stores and four stand-alone wine stores. The company generated revenue approximating $685 million in 2017. FHH PROPERTIES: Trustee Taps Baker Donelson as Special Counsel -------------------------------------------------------------- R. Patrick Sharp III, the Chapter 11 trustee for FNR Properties LLC and FHH Properties LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Baker, Donelson, Bearman, Caldwell & Berkowitz, PC as his special counsel. The firm will handle the entire reconciliation process with respect to all proofs of claim filed against the Debtors. Jan Hayden, Esq., and Lacey Rochester, Esq., the attorneys expected to represent the trustee in the claims reconciliation process, will charge $495 per hour and $270 per hour, respectively. Baker Donelson neither holds nor represents any interest adverse to the trustee or the Debtors, according to court filings. The firm can be reached through: Jan Hayden, Esq. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 201 St. Charles Avenue, Suite 3600 New Orleans, LA 70170 Tel: 504.566.8645 / 504.566.5200 Fax: 504.585.6945 / 504.636.4000 E-mail: jhayden@bakerdonelson.com About FNR Properties LLC and FHH Properties LLC FHH Properties and FNR Properties are real estate companies based in New Orleans, Louisiana. They are affiliated with B Express-Elysian Fields, LLC, which sought Chapter 7 bankruptcy protection on Jan. 18, 2018. Fatmah Hamdan is the 100% owner of all three businesses. FHH Properties LLC based in Gretna, LA, and FNR Properties filed a Chapter 11 petition (Bankr. E.D. La. Lead Case No. 18-10113) on Jan. 18, 2018. In the petition signed by Fatmah Hamdan, managing member and sole owner, FHH Properties estimated $1 million to $10 million in assets and in liabilities. FNR Properties estimated $500,000 to $1 million in assets and in liabilities. The Hon. Jerry A. Brown presides over the cases. Robin R. De Leo, Esq., at The De Leo Law Firm, LLC, serves as bankruptcy counsel to the Debtors; and Patrick Gros CPA, APAC, as accountant. R. Patrick Sharp, III, was appointed Chapter 11 trustee for the Debtor. The Trustee hired Heller Draper Patrick Horn & Manthey, LLC, as counsel. FINANCIALLY FIT: Nov. 14 Auction of Ogden Property Set ------------------------------------------------------ Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the District of Utah authorized Financially Fit Holding Corp., also known as Financially Fit Bank, to sell the real property and related improvements located in Weber County, Utah, consisting of several parcels, located at 2404 Washington Blvd, Ogden, Utah, to the highest bidder at the auction to be conducted on Nov. 15, 2018. The Court held a hearing on Oct. 23, 2018 at 11:00 a.m., and continued to Oct. 29, 2018 at 1:00 p.m. The sale of the Property through the Auction will be advertised and marketed by Dell Nichols of Dell Nichols Commercial Real Estate, and the commission for such real estate agent's representation will be provided in all cases, except in the event that a credit bid is the successful bid, as further outlined in the Listing Agreement. The Auction will be conducted by the Debtor's counsel. At the Auction, the Debtor will commence receiving bids at an amount of at least $2.35 million and increase in increments of $100,000 until the highest and best offer is accepted by the Debtor, and such acceptance would be without any contingencies from the offeror, including, but not limited to, any financing contingency. The potential bidders will be required to provide a deposit of $100,000 by cashier's check prior to engaging in the Auction, which deposit will be placed into escrow if such bidder's offer is accepted. The Debtor thereafter intends for the sale to close by no later than Dec. 15, 2018, assuming a final, unstayed sale order exists as of the date of closing. The sale will be free and clear of all liens, claims, and interests. The Auction procedures employed by the Debtor in the sale of the Property are approved. The Debtor is authorized and empowered to pay the following at closing: (a) all applicable commissions and closing costs and title fees associated with the transaction and customary in the industry (with commissions being paid in conformity with this Order and the Court’s order approving the application for employment of a real estate agent for the Debtor), (b) all accrued and prorated real property taxes and other assessments that may be owed as of the date of closing, and (c) up to the following amounts (or such other amounts as may be due as of closing or which may be agreed upon by the Debtor and the affected secured creditor prior to closing) to the following secured creditors (or their successors, assigns or servicers): (i) $2,407,445 to 24th & Washington LLC, on account of its Deed of Trust and Secured Promissory Note on the Property. To the extent that any funds remain from the sale after the payments authorized by the Court, the Debtor is directed to deposit such funds into a segregated, interest-bearing account. The liens, claims and interests of any person or entity entitled to assert an interest in the Property as of the date of the Order will attach to the funds in the Sale Account to the same extent and with the same priority as they existed on the Property. The funds in the Sale Account will not be further disbursed by the Debtor absent a written order of the Court. 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. G3 & D: Voluntary Chapter 11 Case Summary ----------------------------------------- Debtor: G3 & D, LLC 602 W Brevard St. Tallahassee, FL 32304 Business Description: G3 & D, LLC is a privately held company whose principal assets are located at 10706 Westphalia Rd. Upper Marlboro, MD 20774. Chapter 11 Petition Date: November 7, 2018 Court: United States Bankruptcy Court Northern District of Florida (Tallahassee) Case No.: 18-40588 Judge: Hon. Karen K. Specie Debtor's Counsel: India Footman, Esq. FOOTMAN LAW FIRM, P.A. 1695 Metropolitan Circle, Suite 3 Tallahassee, FL 23208 Tel: 850-597-7396 Fax: 850-888-8819 E-mail: indiafootman@footmanlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Dorthy Mae Alexander Washington, owner. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flnb18-40588.pdf GOGO INC: Incurs $37.7 Million Net Loss in Third Quarter -------------------------------------------------------- Gogo Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $37.71 million on $217.25 million of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $45.28 million on $172.87 million of total revenue for the three months ended Sept. 30, 2017. Net loss decreased to $37.7 million, an improvement of 17% from the prior-year period, primarily related to the continued strong performance of its BA segment. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $102.34 million on $676.54 million of total revenue compared to a net loss of $130.85 million on $511.08 million of total revenue for the same period a year ago. As of Sept. 30, 2018, the Company had $1.24 billion in total assets, $1.50 billion in total liabilities and a total stockholders' deficit of $261.28 million. Adjusted EBITDA increased to $21.1 million, up 63% from $13 million in Q3 2017. Capital expenditures decreased to $9.2 million in Q3 2018 from $68.5 million in Q3 2017. Cash CAPEX decreased to $2.2 million from $53.1 million in Q3 2017, driven by an increase in installations under the airline-directed model. Cash, cash equivalents and short-term investments were $191.2 million as of Sept. 30, 2018. "Gogo's third quarter results demonstrated solid financial and operational performance," said Oakleigh Thorne, Gogo's president and CEO. "In our CA business, we have installed nearly 1,000 2Ku aircraft and strong 2Ku performance is driving customer satisfaction and higher take rates. In our BA segment, strong AVANCE equipment sales are setting the stage for continued service revenue growth." "Strong third quarter Adjusted EBITDA of $21.1 million exceeded expectations due largely to strong BA performance, higher CA service revenue, and lower operating expenses as we implement our Integrated Business Plan ("IBP") initiatives," said Barry Rowan, Gogo's executive vice president and CFO. "We are raising our 2018 Adjusted EBITDA guidance to a range of $45 million to $60 million from the previous range of $35 million to $45 million. Gogo is well positioned for strong Adjusted EBITDA growth in 2019." Third Quarter 2018 Business Segment Financial Results Business Aviation (BA) * Total revenue increased to $73.6 million, up 22% from Q3 2017. * Service revenue increased to $49.3 million, up 14% from Q3 2017, driven by a 10% increase in ATG units online and a 5% increase in average monthly service revenue per ATG unit online. * Equipment revenue increased to $24.3 million, up 41% from Q3 2017, driven by continuing strong demand for AVANCE L5 and L3 systems. * Strong sales of AVANCE L5 and L3 systems drove ATG units sold to 296 in Q3 2018, up 41% from the prior-year period. * Segment profit increased to $35.2 million, up 65% from the prior-year period, with segment profit margin of 48%, up from 35% in the prior year period. Commercial Aviation - North America (CA-NA) * Total revenue increased to $108.5 million, up 13% from Q3 2017. * Service revenue decreased slightly to $93.4 million, down 1% from Q3 2017, due to the impact of American Airlines. * Equipment revenue increased to $15 million, up from $1.3 million in Q3 2017, due to the post-adoption impact of ASC 606. * Aircraft online decreased to 2,712, down 4% from 2,817 in Q3 2017, due to the de-installations of American Airlines aircraft during Q3 2018. * Net annualized ARPA increased to $114,000, up 6% from Q3 2017. * Segment profit decreased to $8.7 million from $16.0 million in Q3 2017, driven by increased satellite costs to support capacity requirements of the Company's 2Ku fleet, the impact of American Airlines and higher operating expenses. Commercial Aviation - Rest of World (CA-ROW) * Total revenue increased to $35.2 million, up from $16.6 million in Q3 2017. * Service revenue increased to $17.6 million, up 12% from Q3 2017, due to an increase in aircraft online. * Equipment revenue increased to $17.6 million, up from $1.0 million in the prior-year period, due to the post-adoption impact of ASC 606. * Aircraft online increased to 513, up 161 from Q3 2017. * Net annualized ARPA of $148,000 was up slightly from $147,000 in Q2 2018, but down from $205,000 in Q3 2017, due primarily to significant growth in new aircraft fleets online, which typically initially generate lower net annualized ARPA. * Segment loss improved 6% versus Q3 2017 to $(22.7) million, driven primarily by improved utilization of our satellite network and lower operating expenses. Recent Developments * Delivered solid 2Ku performance, with 97% availability for the third quarter * Cathay Pacific and Air France launched commercial 2Ku service * Bombardier delivered CA's first ever line-fit aircraft, an A220, to Delta Air Lines; the aircraft is 2Ku enabled and includes Gogo Vision Touch, its new wireless seatback inflight entertainment system * Gogo TV is now live on 5 airlines, including Delta Airlines, American Airlines, Japan Airlines, Japan Transoceanic Air and GOL * BA surpassed 5,000 ATG active aircraft Business Outlook The Company reaffirms or updates its 2018 financial guidance as follows: * Total revenue of $865 million to $935 million (no change from prior guidance). * Adjusted EBITDA of $45 million to $60 million (increased from prior guidance of $35 million to $45 million). * Consolidated capital expenditures of $150 million to $170 million and Cash CAPEX of $110 million to $130 million (no change from prior guidance). * A 450 to 500 increase in 2Ku aircraft online (decreased from prior guidance of the low end of 550 to 650). A full-text copy of the Form 10-Q is available for free at: https://is.gd/VzSdxn About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and sources innovative network solutions that connect aircraft to the Internet, and evelop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. Gogo incurred net loss of $171.99 million in 2017, $124.50 million in 2016 and $107.61 million in 2015. As of June 30, 2018, Gogo Inc. had $1.30 billion in total assets, $1.53 billion in total liabilities and a total stockholders' deficit of $228.21 million. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's 'Caa1' CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. GUTTER CAP: Case Summary & 15 Unsecured Creditors ------------------------------------------------- Debtor: Gutter Cap of Florida, Inc. 3810 Williamsburg Park Blvd., Ste. 4 Jacksonville, FL 32257 Business Description: Gutter Cap of Florida, Inc. -- http://www.guttercapflorida.com-- is a provider of gutters and gutter protection products serving Florida and Southern Georgia areas. Gutter Cap's patented design uses liquid physics, combining water surface tension, cohesion and adhesion, allowing rainwater to adhere to the dome of the cap while leaves, sticks, and other debris, simply fall from the roof to the ground. Gutter Cap of Florida, Inc. is headquartered in Duval County and provides gutter cap installation in Jacksonville, Tampa, St. Petersburg, Amelia Island, Daytona, Fernandina Beach, Gainesville, Lake City, Ocala, Orange Park, Orlando, Ormond Beach, Palatka, Palm Coast, St. Augustine, Tallahassee, Florida and BainBridge, St. Simons, Thomasville, Cocoa, Valdosta, Georgia. Chapter 11 Petition Date: November 7, 2018 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Case No.: 18-03913 Debtor's Counsel: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Tel: 904-372-4791 Fax: 904-372-4994 Email: jason@jasonaburgess.com Total Assets: $101,426 Total Liabilities: $1,023,816 The petition was signed by William Barton Crews, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-03913.pdf HARLAND CLARKE: Bank Debt Trades at 7% Off ------------------------------------------ Participations in a syndicated loan under which Harland Clarke Holdings Corporation is a borrower traded in the secondary market at 93.44 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.44 percentage points from the previous week. Harland Clarke pays 475 basis points above LIBOR to borrow under the $178 million facility. The bank loan matures on November 3, 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, November 2. HARMON TIRE: Wants Access to Cash Collateral Through January 6 -------------------------------------------------------------- Harmon Tire, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Maine to continue to use cash collateral through January 6, 2019 in accordance with the terms of the budget. Harmon Tire represents that Machias Savings Bank and the U.S. Trustee have consented to its continued use of cash collateral. The proposed budget provides total expenses of approximately $284,779 covering the period from Nov. 4, 2018 through Jan. 6, 2019. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/meb18-10445-71.pdf About Harmon Tire Inc. Harmon Tire, Inc., provides auto and tire repair services in Ellsworth, Maine. Harmon Tire sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 18-10445) on Aug. 1, 2018. In the petition signed by Milton Albert Harmon, Jr., president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Michael A. Fagone presides over the case. Molleur Law Office is the Debtor's legal counsel. HOUGHTON MIFFLIN: Bank Debt Trades at 8% Off -------------------------------------------- Participations in a syndicated loan under which Houghton Mifflin Harcourt Publishers Inc. is a borrower traded in the secondary market at 91.68 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.16 percentage points from the previous week. Houghton Mifflin pays 300 basis points above LIBOR to borrow under the $80 million facility. The bank loan matures on May 29, 2021. Moody's rates the loan 'Caa2' 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, November 2. HUMANIGEN INC: Incurs $2.17 Million Net Loss in Third Quarter ------------------------------------------------------------- Humanigen, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.17 million for the three months ended Sept. 30, 2018, compared to a net loss of $7.18 million for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $9.93 million compared to a net loss of $18.88 million for the same period last year. As of Sept. 30, 2018, Humanigen had $2.61 million in total assets, $9.30 million in total liabilities and a total stockholders' deficit of $6.69 million. Since its inception, the Company has financed its operations primarily through proceeds from the public offerings of its common stock, private placements of its preferred stock, debt financings, interest income earned on cash, and cash equivalents, and marketable securities, and borrowings against lines of credit. At Sept. 30, 2018, the Company had cash and cash equivalents of $2.0 million. As of Nov. 6, 2018, the Company had cash and cash equivalents of $1.5 million. The Company has not generated net income from operations for the three and nine months ended Sept. 30, 2018. At Sept. 30, 2018, the Company had an accumulated deficit of $272.5 million primarily as a result of research and development and general and administrative expenses. While the Company may in the future generate revenue from a variety of sources, including license fees, milestone payments, and research and development payments in connection with strategic partnerships, its product candidates may never be successfully developed or commercialized and the Company may therefore never realize revenue from any product sales, particularly because most of its product candidates are at an early stage of development. Accordingly, the Company expects to continue to incur substantial losses from operations for the foreseeable future, and there can be no assurance that it will ever generate significant revenue or profits. A full-text copy of the Form 10-Q is available for free at: https://is.gd/34eOUS About Humanigen Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc. (OTCQB: HGEN), -- http://www.humanigen.com/-- is a biopharmaceutical company pursuing cutting-edge science to develop its proprietary monoclonal antibodies for immunotherapy and oncology treatments. Derived from the company's Humaneered platform, lenzilumab and ifabotuzumab are lead compounds in the portfolio of monoclonal antibodies with first-in-class mechanisms. Lenzilumab, which targets granulocyte-macrophage colony-stimulating factor (GM-CSF), is in development as a potential medicine to make chimeric antigen receptor T-cell (CAR-T) therapy safer and more effective, as well as a potential treatment for rare hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). Ifabotuzumab, which targets Ephrin type-A receptor 3 (EphA3), is being explored as a potential treatment for glioblastoma multiforme (GBM) and other deadly cancers, as well as a platform for creation of CAR-T and bispecific antibodies. Humanigen is based in Brisbane, California. Humanigen incurred a net loss of $21.98 million for the year ended Dec. 31, 2017, compared to a net loss of $27.02 million for the year ended Dec. 31, 2016. As of June 30, 2018, Humanigen had $1 million in total assets, $8.07 million in total liabilities and a total stockholders' deficit of $7.06 million. The report from the Company's independent accounting firm Horne LLP, in Ridgeland, Mississippi, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. HUSKY INJECTION: Bank Debt Trades at 6% Off ------------------------------------------- Participations in a syndicated loan under which Husky Injection Moldings is a borrower traded in the secondary market at 94.22 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.45 percentage points from the previous week. Husky Injection pays 300 basis points above LIBOR to borrow under the $210 million facility. The bank loan matures on March 15, 2025. 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, November 2. INPIXON: Incurs $5.18 Million Net Loss in Third Quarter ------------------------------------------------------- Inpixon has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $5.18 million on $940,000 of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $14.64 million on $871,000 of total revenues for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $17.27 million on $2.62 million of total revenues compared to a net loss of $27.12 million on $3 million of total revenues for the same period last year. As of Sept. 30, 2018, Inpixon had $12.99 million in total assets, $3.96 million in total liabilities and $9.02 million in total stockholders' equity. Net cash used in operating activities during the nine months ended Sept. 30, 2018 was $24.1 million. Net cash provided by operating activities during the nine months ended Sept. 30, 2017 was $218,000. Net cash used in investing activities during the nine months ended Sept. 30, 2018 and 2017 was $1.2 million. The net cash used in investing activities during the nine months ended Sept. 30, 2018 was comprised of approximately $39,000 for the purchase of property and equipment, $661,000 for the investment in capitalized software, $175,000 for and investment in technology and $362,000 of cash that was contributed to Sysorex in connection with the Spin-off. Net cash provided by financing activities during the nine months ended Sept. 30, 2018 was approximately $26.0 million. Net cash used in financing activities for the nine months ended Sept. 30, 2017 was approximately $763,000. The net cash provided by financing activities during the nine months ended Sept. 30, 2018 was primarily comprised of $28.0 million from the issuance of stock and warrants, $1.1 million of net repayments to the bank facility, $774,000 advances to a related party, $24,000 repayments from a related party and $113,000 of repayments of notes payable. The Company's current capital resources and operating results as of Sept. 30, 2018, consist of: 1) an overall working capital of $1.1 million; 2) cash of $1.5 million; 3) the Payplant Credit Facility which the Company borrows against based on eligible assets of which $0 is utilized; and 4) net cash used in operating activities year-to-date of $23.4 million. "Our condensed consolidated financial statements as of September 30, 2018 have been prepared under the assumption that we will continue as a going concern for the next twelve months from the date the financial statements are issued. Footnote 1 to the notes to our condensed consolidated financial statements as of September 30, 2018 include language referring to our recurring and continuing losses from operations and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Management's plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company's ability to continue as a going concern, is dependent upon the ability to obtain additional equity or debt financing, attain further operating efficiency, reduce expenditures, and, ultimately, to generate sufficient levels of revenue, which together represent the principal conditions that raise substantial doubt about our ability to continue as a going concern. Our condensed consolidated financial statements as of September 30, 2018 do not include any adjustments that might result from the outcome of this uncertainty," the Company stated in the regulatory filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/kAR6rM 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 Company's 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. JAMES CANDY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: James Candy Company dba Bayard's Chocolate House dba Fralinger's Salt Water Taffy 1519 Boardwalk Atlantic City, NJ 08401 Business Description: James Candy Company is a candy company in Atlantic City, New Jersey offering a wide selection salt water taffy, fudge, and macaroons. Chapter 11 Petition Date: November 7, 2018 Court: United States Bankruptcy Court District of New Jersey (Camden) Case No.: 18-32139 Judge: Hon. Andrew B. Altenburg Jr. Debtor's Counsel: Ira Deiches, Esq. DEICHES & FERSCHMANN 25 Wilkins Ave. Haddonfield, NJ 08033 Tel: (856) 428-9696 Fax: (856) 795-6983 Email: ideiches@deicheslaw.com Total Assets: $2,756,944 Total Liabilities: $3,048,241 The petition was signed by Frank Glaser, 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/njb18-32139.pdf JEFE PLOVER: $505K Sale of Reno Property to Tucci Trust Approved ---------------------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Jefe Plover Interests, Ltd.'s sale of 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 sale is free and clear of any and all liens, claims, and encumbrances. From the proceeds of the sale the Debtor (and/or First Centennial Title), its agents, attorneys, and employees acting as escrow agent/officer to close the subject sale is/are authorized to: 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, past due and due and owing Montreux Homeowners Association dues, 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 2018-19 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 the 2018-19 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; and d) pay to the Debtor the balance of the sales proceeds for distribution in accordance with furthers orders of the Court. Notwithstanding the foregoing, the fiscal year of closing ad valorem tax lien will be expressly retained on the Property until the payment by the Buyer (or its assigns) of the fiscal year of closing taxes, plus any penalties or interest which may ultimately accrue thereon, in the ordinary course of business. The stay provisions of Bankruptcy Rule 6004(h) will not apply to the Order and the closing may occur without a 14-day waiting period. 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. JONES ENERGY: Appoints Two New Independent Directors ---------------------------------------------------- Jones Energy Inc. has appointed two new directors to its Board of Directors. On Nov. 6, 2018, the Board voted unanimously to expand the size of the Board from seven to eight members and to appoint Ms. Tara W. Lewis and Mr. L. Spencer Wells as new independent directors. Ms. Lewis will serve as a Class II director whose term expires in 2021 and Mr. Wells will serve as a Class I director whose term expires in 2020. The Board also voted unanimously to appoint Ms. Lewis to the Audit Committee and to the Compensation Committee and Mr. Wells as Chairman of the Nominating and Corporate Governance Committee. Ms. Lewis is the former vice president of HEYCO Energy Group, Inc., serving from 1998 to 2015, and continues to serve that company in a consulting role. Ms. Lewis is also a Special Board Advisor to the Board of Directors of Matador Resources (NYSE: MTDR). Mr. Wells is a founding partner of Drivetrain Advisors, LLC, a firm providing fiduciary services. Following these changes, the Board committees will consist of the following members: * Audit Committee: Alan Bell (Chair), Tara Lewis, Halbert Washburn * Compensation Committee: Halbert Washburn (Chair), Alan Bell, Tara Lewis * Nominating and Corporate Governance Committee: L. Spencer Wells (Chair), Scott McCarty, Alan Bell Jones Energy CEO, Mr. Carl Giesler, said, "We welcome our new Board members, Tara and Spencer. Together, they bring further oil & gas, financial, accounting, liability management and corporate governance expertise to our Board of Directors." The Company will enter into indemnification agreements with each of Ms. Lewis and Mr. Wells, effective as of Nov. 6, 2018, pursuant to which the Company agrees to indemnify each of Ms. Lewis and Mr. Wells for certain claims and liabilities from their respective actions as a member of the Board. About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss attributable to common shareholders of $109.4 million in 2017, a net loss attributable to common shareholders of $45.22 million in 2016, and a net loss attributable to common shareholders of $2.38 million in 2015. As of Sept. 30, 2018, Jones Energy had $1.78 billion in total assets, $1.24 billion in total liabilities, $93.45 million in series A preferred stock, and $449.26 million in total stockholders' equity. NYSE Noncompliance On March 23, 2018, the New York Stock Exchange notified the Company that it was non-compliant with certain continued listing standards because the price of the Company's Class A common stock over a period of 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain a listing on the NYSE. JPM REALTY: Taps C. Stephen Gurdin as Bankruptcy Attorney --------------------------------------------------------- JPM Realty, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire an attorney in connection with its Chapter 11 case. The Debtor proposes to employ C. Stephen Gurdin Jr., Esq., to give legal advice regarding the administration of its Chapter 11 case; assist in the preparation of a bankruptcy plan; pursue claims on behalf of the Debtor; and provide other legal services related to the case. Mr. Gurdin will charge an hourly fee of $360. The paralegal assisting him will charge $142 per hour. The Debtor paid the attorney a retainer in the sum of $11,717, of which $1,717 was used to pay the filing fee. Mr. Gurdin disclosed in a court filing that he has no other interest or connection in the administration of the Debtor's bankruptcy estate. Mr. Gurdin maintains an office at: C. Stephen Gurdin Jr., Esq., 69 Public Square, Suite 501 Wilkes-Barre, PA 18701 Phone: +1 570-826-0481 About JPM Realty Inc. JPM Realty, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Robert N. Opel II presides over the case. The Debtor tapped C. Stephen Gurdin Jr., Esq., as its legal counsel. KW1 LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: KW1, LLC 2593 Mulch Landing Road Virginia Beach, VA 23453 Business Description: KW1, LLC is privately held company in Virginia Beach, Virginia that primarily operates in the land clearing contractor business. Chapter 11 Petition Date: November 6, 2018 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Case No.: 18-73923 Judge: Hon. Frank J. Santoro Debtor's Counsel: Greer W. McCreedy, II, Esq. THE MCCREEDY LAW GROUP, PLLC 413 West York St Norfolk, VA 23510 Tel: (757)233-0045 Fax: 757-233-7661 E-mail: McCreedy@McCreedylaw.com Total Assets: $9,182,001 Total Liabilities: $3,227,453 The petition was signed by Kevin Sims, managing member. 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/vaeb18-73923.pdf LEVEL SOLAR: Trustee Taps SilvermanAcampora as Legal Counsel ------------------------------------------------------------ Ronald Friedman, the Chapter 11 trustee for Level Solar Inc., received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire his own firm SilvermanAcampora LLP as his legal counsel. The firm will advise the trustee regarding his duties under the Bankruptcy Code and will provide other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly rates: Paraprofessionals $150 - $210 Attorneys $210 - $695 Anthony Acampora, Esq., at SilvermanAcampora, 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: Anthony C. Acampora, Esq. SilvermanAcampora LLP 100 Jericho Quadrangle, Suite 300 Jericho, New York 11753 Phone: (516) 479-6300 Email: TheFirm@SilvermanAcampora.com About Level Solar Inc. Based in New York, Level Solar Inc. operates under the solar-energy installation industry. Incorporated in 2013, the Company has operations in Long Island, New York City and Massachusetts. Level Solar filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-13469) on Dec. 4, 2017. In the petition signed by Richard Pell, secretary of the Company, the Debtor estimated assets of $50 million to $100 million and debt of $1 million to $10 million. Michael Conway, Esq., of Shipman & Goodwin LLP serves as bankruptcy counsel to the Debtor. Akin Gump Strauss Hauer & Feld LLP acts as corporate counsel to the Debtor. Ronald J. Friedman, Esq., was appointed Chapter 11 trustee for the Debtor. The trustee tapped SilvermanAcampora LLP as his legal counsel. MACDONALD DETTWILER: Bank Debt Trades at 4% Off ----------------------------------------------- Participations in a syndicated loan under which Macdonald Dettwiler & Associates is a borrower traded in the secondary market at 96 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.68 percentage points from the previous week. Macdonald Dettwiler pays 275 basis points above LIBOR to borrow under the $200 million facility. The bank loan matures on October 5, 2024. 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, November 2. MEDNAX INC: Moody's Rates $750MM Unsec. Notes Ba2, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to MEDNAX, Inc.'s $750 million of new unsecured notes. There is no change to the Ba2 Corporate Family Rating, the Ba2-PD Probability of Default Rating, the Ba2 rating on the unsecured bonds due 2023, or SGL-1 Speculative Grade Liquidity Rating. The outlook is stable. Proceeds from the new bond issuance will be used to repay a portion of the company's outstanding borrowings on its unsecured revolving credit facility (unrated). The company's adjusted debt to EBITDA is roughly 3.4 times as of September 30, 2018. Ratings assigned: MEDNAX, Inc. Unsecured bonds due 2026 at Ba2 (LGD4) RATINGS RATIONALE MEDNAX's Ba2 Corporate Family Rating reflects the company's aggressive acquisition strategy and the evolving nature of its business focus. Moody's expects MEDNAX to concentrate its acquisition-led growth on transactions outside its core high margin neonatal specialty, which will over time result in some margin degradation. Moody's projects that MEDNAX's debt/EBITDA will remain moderate over the next 12 to 18 months at approximately 3.0 to 3.5 times. Moody's also expects the company to maintain high service concentration in its two largest specialties -- neonatology and anesthesiology over the next 12-18 months. Similar to other physician staffing firms, MEDNAX will remain subject to pressures related to patient volume and payor mix. The Ba2 CFR is supported by MEDNAX's leading market position in neonatal physician staffing, moderate exposure to government reimbursement and Moody's expectation of continued earnings growth and stable cash flow. Furthermore, Moody's also expects that MEDNAX will remain disciplined with respect to the use of incremental debt for acquisitions. The stable rating outlook reflects Moody's view that even as MEDNAX pursues an active acquisition strategy, the company will be able to sustain debt to EBITDA around 3.0 times. The company's SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation that MEDNAX will maintain very good liquidity over the next year. The company had approximately $48 million of unrestricted cash and short-term investments and pro forma revolver availability of approximately $1.5 billion as of September 30, 2018. The ratings could be upgraded if MEDNAX grows its size and scale, effectively manages its acquisition strategy without integration setbacks, and successfully executes its plan to reduce its cost structure. The ratings could be downgraded if MEDNAX undertakes material debt-financed acquisitions or shareholder initiatives. A downgrade could also occur if the company experiences significant reimbursement pressure or adverse payor mix shifts or fails to execute its strategy for growth such that operating performance weakens. Finally, a downgrade could result if Moody's believes debt/EBITDA will be sustained above 3.5 times. Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of physician staffing in neonatal, pediatric, and anesthesiology services to hospitals across 39 states and Puerto Rico. The company also provides teleradiology services in all 50 states through a network of more than 400 affiliated radiologists. The company is the largest provider of outsourced neonatal intensive care in the U.S. with roughly 1,200 physicians serving more than 390 neonatal intensive care units. Revenues are approximately $3.6 billion. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. MELINTA THERAPEUTICS: Incurs $27.9 Million Net Loss in 3rd Quarter ------------------------------------------------------------------ Melinta Therapeutics, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $27.86 million on $34.07 million of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $19.63 million on $3.19 million of total revenue for the same period during the prior year. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $113.07 million on $60.94 million of total revenue compared to a net loss of $40.13 million on $29.63 million of total revenue for the nine months ended Sept. 30, 2017. As of Sept. 30, 2018, the Company had $482.30 million in total assets, $247.52 million in total liabilities and $234.78 million in total shareholders' equity. Cost of goods sold was $13.4 million for the quarter ended Sept. 30, 2018, of which $10.4 million was comprised of non-cash amortization of intangible assets and the step-up basis in inventory acquired from The Medicines Company in January 2018 and charges for inventory that is approaching shelf life. There were no product sales and therefore no costs of goods sold in the prior year period. Research and development expenses were $13.1 million for the quarter ended Sept. 30, 2018, compared to $10.9 million for the same period in 2017. Selling, general and administrative expenses were $34.3 million for the quarter ended September 30, 2018, compared to $10.3 million for the same period in 2017. R&D and SG&A expenses increased primarily as a result of the additional costs associated with the acquisition of The Medicines Company infectious disease business and the Cempra merger. Melinta stated that, "We are focused on several initiatives to reduce our risk of default under the Deerfield Facility and reduce cash outflows. In November 2018, we put into place a plan under which we expect to significantly reduce future operating expenses ... and we secured a commitment for up to $75.0 million of incremental equity from the Company's largest shareholder - Vatera Healthcare Partners LLC, subject to shareholder approval and customary conditions. In addition, we are currently exploring options to modify the terms of certain liabilities to increase our liquidity over the next 12 to 18 months. However, there is no guarantee that we will be successful in executing any or all of these initiatives. "Should we be unable to adequately finance the Company, the Company's business, results of operations, liquidity and financial condition would be materially and negatively affected, and we would be unable to continue as a going concern. Additionally, there can be no assurance that we will achieve sufficient revenue or profitable operations to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should we be unable to continue as a going concern." Q3 2018 and Recent Business Highlights * Sales of heavily promoted products increased, with additional signs of recent acceleration * Baxdela continued to grow in the retail market, driven by dedicated sales force effort * Entered into a commercial agreement with Menarini Group to commercialize Vabomere, Orbactiv and Minocin for injection in 68 countries outside of the U.S. * Published complete results from Phase III TANGO 2 descriptive study of Vabomere, which showed Vabomere was associated with increased clinical cure, and decreased mortality compared to best available therapy * Received a positive opinion for Vabomere from The Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA), recommending approval for five indications: - complicated intra-abdominal infections (cIAI) - complicated urinary tract infections (cUTI) - hospital-acquired pneumonia including ventilator associated pneumonia (HAP/VAP) - bacteraemia that occurs in association with any of these infections - infections due to aerobic Gram-negative organisms where treatment options are limited * Announced positive topline results for Baxdela Phase III label expansion study in adult patients with community- acquired bacterial pneumonia (CABP), meeting all key primary and secondary endpoints * Identified operating cost reductions of greater than $50 million with implementation underway for 2019 impact "We are taking deliberate and decisive steps to accelerate sales, lower costs and optimize cash," said John Johnson, interim CEO and director of Melinta. "We have undertaken an optimization of our organization to refine our strategic focus on the critical needs of the business, while supporting the momentum of our ongoing launches. This includes initiatives to reduce or eliminate spending within our operations. As a result of these changes, we now expect more than $50 million in operating expense savings for 2019 from our current spending levels." "At the same time, we are making progress on our initiatives to drive growth with product sales demonstrating signs of recent acceleration that we are working hard to build upon especially in the outpatient setting. Importantly, we achieved several key milestones, including the agreement with Menarini Group to market Vabomere, Orbactiv and Minocin in 68 countries outside of the U.S., and the reporting of positive results from our Phase III trial of Baxdela for the treatment of adult patients with CABP. In addition, the recommendation by the CHMP for approval of Vabomere by the EMA for five indications was highly encouraging and brings us one step closer to providing access to this important treatment option for patients in Europe. We have much work ahead, but we are moving forward with urgency to drive profitable growth and shareholder value," continued Johnson. "From a financial perspective, we have received a funding commitment from Vatera Healthcare Partners, our largest shareholder, of up to $75.0 million in equity," said Peter Milligan, chief financial officer of Melinta. "Drawing on this option will help support the company as we enter 2019 and approach a number of contractual obligations and payments related to the acquisition of The Medicines Company's infectious disease business earlier this year." A full-text copy of the Form 10-Q is available for free at: https://is.gd/ON7g02 About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- http://www.melinta.com/-- is a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the hospital and select non-hospital, or community, settings that address the need for effective treatments for infections due to resistant gram-negative and gram-positive bacteria. The Company currently market four antibiotics to treat a variety of infections caused by these resistant bacteria. Deloitte & Touche LLP, in Chicago, Illinois, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company's recurring losses from operations and its need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. Melinta reported a net loss available to common shareholders of $78.17 million in 2017, a net loss available to common shareholders of $95.04 million in 2016, and a net loss available to common shareholders of $94.92 million in 2015. As of June 30, 2018, Melinta had $514.6 million in total assets, $253.7 million in total liabilities and $260.97 million in total shareholders' equity. MIAH INVESTMENTS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Miah Investments, LLC 3800 Hopper Rd Houston, TX 77098 Business Description: Miah Investments is a privately held company in Houston, Texas engaged in activities related to real estate. The company previously sought bankruptcy protection on July 9, 2013 (Bankr. S.D. Tex. Case No. 13-34109). Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-36255 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Kevin Chaves, Esq. KEVIN CHAVEZ, PLLC 6260 Westpark Dr, #303 Houston, TX 77057 Tel: 832-209-2209 Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Sam A. Paiz, Sr., 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/txsb18-36255.pdf MONITRONICS INTERNATIONAL: Posts Q3 Net Loss of $33.8 Million ------------------------------------------------------------- Monitronics International, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $33.84 million on $137.15 million of net revenue for the three months ended Sept. 30, 2018, compared to a net loss of $25.53 million on $138.21 million of net revenue for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $301.83 million on $405.92 million of net revenue compared to a net loss of $96.65 million on $419.90 million of net revenue for the same period during the prior year. As of Sept. 30, 2018, the Company had $1.70 billion in total assets, $1.90 billion in total liabilities and a total stockholders' deficit of $202.90 million. At Sept. 30, 2018, the Company had $26,835,000 of cash and cash equivalents. Its primary sources of funds are its cash flows from operating activities which are generated from alarm monitoring and related service revenues. During the nine months ended Sept. 30, 2018 and 2017, its cash flow from operating activities was $74,458,000 and $127,227,000, respectively. The primary drivers of the Company's cash flow from operating activities are the fluctuations in revenues and operating expenses. In addition, the Company's cash flow from operating activities may be significantly impacted by changes in working capital. During the nine months ended Sept. 30, 2018 and 2017, the Company used cash of $111,531,000 and $119,081,000, respectively, to fund subscriber account acquisitions, net of holdback and guarantee obligations. In addition, during the nine months ended Sept. 30, 2018 and 2017, the Company used cash of $11,513,000 and $9,999,000, respectively, to fund its capital expenditures. On Sept. 27, 2018, the Company borrowed an incremental $26,691,000 on its Credit Facility revolver to fund its Oct. 1, 2018 interest payment due under the Senior Notes. "The Company has substantial indebtedness, including $585,000,000 principal of senior notes at September 30, 2018, maturing on April 1, 2020 (the "Senior Notes"), and an existing credit facility with a term loan in principal of $1,078,000,000 as of September 30, 2018, maturing September 30, 2022, and a revolving credit facility with an outstanding balance of $159,100,000 as of September 30, 2018, maturing September 30, 2021 (the term loan and the revolver, together, the "Credit Facility"). The maturity date for each of the term loan and the revolving credit facility under the Credit Facility is subject to a springing maturity 181 days prior to the scheduled maturity date of the Senior Notes, or October 3, 2019, if we are unable to refinance the Senior Notes by that date. In addition, if we are unable to refinance the Senior Notes, or demonstrate the ability to meet our financial covenants for a period of twelve months after the issuance date, prior to the filing with the SEC of our Annual Report on Form 10-K for the year ended December 31, 2018, we may be subject to a going concern qualification in connection with our external audit report, which would be an event of default under the Credit Facility. At any time after the occurrence of an event of default under the Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Credit Facility immediately due and payable and terminate any commitment to make further loans under the Credit Facility. These matters raise substantial doubt regarding the Company's ability to continue as a going concern within one year from the date these financial statements are issued," the Company stated in the filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/dUb3vZ About Monitronics Farmers Branch, Texas-based Monitronics International, Inc. -- http://www.mymoni.com/-- provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services. The Company is supported by a network of independent Authorized Dealers providing products and support to customers in the United States, Canada and Puerto Rico. Its wholly owned subsidiary, LiveWatch is a Do-It-Yourself home security firm, offering professionally monitored security services through a direct-to-consumer sales channel. Monitronics is a wholly-owned subsidiary of Ascent Capital Group, Inc. Monitroics was incorporated in the state of Texas on Aug. 31, 1994. At Dec. 31, 2017, the Company had more than 1,330 full-time employees and over 100 part-time employees, all of which are located in the United States. Monitronics reported net losses of $111.29 million in 2017, $76.30 million in 2016 and $72.44 million in 2015. As of June 30, 2018, the Company had $1.67 billion in total assets, $1.84 billion in total liabilities, and a total stockholders' deficit of $167.69 million. * * * In September 2018, S&P Global Ratings lowered its issuer credit rating on Monitronics to 'CC' from 'CCC'. The downgrade follows Monitronics' announcement on Aug. 30, 2018, of a proposed transaction to exchange its 9.125% senior unsecured notes due 2020 for a combination of new $585 million cash and paid-in-kind (PIK) (7.75% cash and 3.75% PIK) unsecured notes due 2023, up to $100 million of cash from parent company Ascent and warrants. Monitronics is also proposing amendments to eliminate the restrictive covenants governing the 2020 notes, including certain events of default. In July 2018, Moody's Investors Service, Inc., downgraded Monitronics International's Corporate Family Rating to 'Caa2', from 'B3'. The downgrade of Monitronics' CFR reflects strains on the company's liquidity and capital structure caused by impending maturities, as well as its continued lackluster operating performance. NEIMAN MARCUS: Bank Debt Trades at 9% Off ----------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group Incorporated is a borrower traded in the secondary market at 90.92 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.16 percentage points from the previous week. Neiman Marcus pays 325 basis points above LIBOR to borrow under the $294 million facility. The bank loan matures on October 25, 2020. 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, November 2. NEONODE INC: Incurs $809,000 Net Loss in Third Quarter ------------------------------------------------------ Neonode Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the Company of $809,000 on $1.92 million of total revenues for the three months ended Sept. 30, 2018, compared to a net loss attributable to the Company of $1.11 million on $2.30 million of total revenues for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss attributable to the Company of $2.46 million on $6.17 million of total revenues compared to a net loss attributable to the Company of $2.98 million on $6.96 million of total revenues for the same period last year. As of Sept. 30, 2018, Neonode had $9.66 million in total assets, $3.63 million in total liabilities and $6.03 million in total stockholders' equity. During the third quarter, cash used by operations was $0.8 million compared to $1.7 million in prior year. "Our primary focus is to grow our customer base and total revenue from a combination of license agreements and sale of sensor modules. During the third quarter we have actively engaged with numerous companies supporting them to identify specific use cases that require touch interaction, mid-air interaction or object sensing solutions. Our mission is to help OEMs to unlock growth by fueling innovation and driving differentiation from their peers. We see an acceleration of technology evaluation activities from companies who are seeking solutions to satisfy design requirements for new systems and products. We are now providing technical support, design samples and prototypes to companies in numerous segments including automotive, medical, consumer electronics, white goods, aeronautics and smart surfaces for retail stores," said Hakan Persson, CEO of Neonode. "I am pleased to report that we are making progress with both existing and new customers and that the pace of activities is accelerating. In sensor modules, we see new customers starting to move to the production stage, while license customers are designing new modules with release dates over the next 12 to 24 months. I am confident that we will grow both our licensing business and execute on our strategic plan to add B2B sensor module sales," concluded Mr. Persson. A full-text copy of the Form 10-Q is available for free at: https://is.gd/wynLE6 About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops, manufactures and sells advanced sensor modules based on the company's proprietary zForce AIR technology. Neonode zForce AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. The company also develops and licenses user interfaces and optical interactive touch solutions based on its patented zForce CORE technology. To date, Neonode's technology has been deployed in approximately 62 million products, including 3 million cars and 59 million consumer devices. The company is headquartered in Stockholm, Sweden and was established in 2001. Neonode Inc. reported a net loss attributable to the Company of $4.70 million in 2017, a net loss attributable to the Company of $5.29 million in 2016 and a net loss attributable to the Company of $7.82 million in 2015. As of June 30, 2018, Neonode had $11.18 million in total assets, $4.21 million in total liabilities and $6.97 million in total stockholders' equity. Neonode has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of approximately $1.0 million and $1.0 million and $1.7 million and $1.9 million for the three and six months ended June 30, 2018 and 2017, respectively, and had an accumulated deficit of approximately $183.8 million and $183.7 million as of June 30, 2018 and Dec. 31, 2017, respectively. In addition, operating activities used cash of approximately $1.4 million and $3.0 million for the six months ended June 30, 2018 and 2017, respectively. OAKVIEW FARMS: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Oakview Farms, LLC c/o Manager, Texas Mortgage Group, Inc Attn: Travis Hudson 5555 Fellowship Lane Spring, TX 77379 Business Description: Oakview Farms, LLC filed as a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: November 6, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-36303 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Warren J. Fields, Esq. LAW OFFICE OF WARREN J. FIELDS PO Box 809 Houston, TX 77492 Tel: 281-496-3030 Fax: 832-202-2341 Email: wfields@wfields-law.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Travis Hudson - president, The Texas Mortgage Group, Inc., manager of the Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-36303.pdf ONE AVIATION: Committee Taps Conway MacKenzie as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of ONE Aviation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Conway MacKenzie, Inc., as its financial advisor. The firm will assist the committee in reviewing the financial information provided by ONE Aviation and its affiliates; monitor the Debtors' restructuring process; review their pre-bankruptcy financing transactions, business assets, financial-related disclosures and information necessary for the preparation of a bankruptcy plan; assist the committee in the evaluation of restructuring and liquidation alternatives; and provide other financial advisory services related to the Debtors' Chapter 11 cases. Conway MacKenzie will charge at these hourly rates: Senior Managing Directors $915 - $1,115 Managing Directors $700 - $895 Directors $610 - $700 Senior Associates $465 - $495 Associates $200 - $225 John Young Jr., senior managing director of Conway MacKenzie, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Conway MacKenzie can be reached through: John T. Young Jr. Conway MacKenzie, Inc. 1301 McKinney Street, Suite 2025 Houston, TX 77010 Phone: +1.713.650.0500 Email: JYoung@ConwayMacKenzie.com About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, the Debtors are on the forefront of private aviation technology. ONE Aviation provide maintenance and upgrade services for their existing fleet of aircraft through two company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-12309) on Oct. 9, 2018. In the petitions signed by CEO Alan Klapmeier, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel of Paul Hastings; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on October 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. ONE AVIATION: Committee Taps Landis Rath as Co-Counsel ------------------------------------------------------ The official committee of unsecured creditors of ONE Aviation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Landis Rath & Cobb LLP. Landis Rath will serve as co-counsel with Lowenstein Sandler LLP, another law firm tapped by the committee to represent it in the Chapter 11 cases of ONE Aviation and its affiliates. The firm will charge these hourly rates: Partners $575 - $860 Associates $315 - $495 Paralegals $230 - $240 Legal Assistants $155 Kerri Mumford, Esq., a partner at Landis Rath, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Landis Rath can be reached through: Adam G. Landis, Esq. Kerri K. Mumford, Esq. Matthew R. Pierce, Esq. Landis Rath & Cobb LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 Email: landis@lrclaw.com Email: mumford@lrclaw.com Email: pierce@lrclaw.com About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, the Debtors are on the forefront of private aviation technology. ONE Aviation provide maintenance and upgrade services for their existing fleet of aircraft through two company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-12309) on Oct. 9, 2018. In the petitions signed by CEO Alan Klapmeier, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel of Paul Hastings; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on October 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. ONE AVIATION: Committee Taps Lowenstein Sandler as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of ONE Aviation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Lowenstein Sandler LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; represent the committee in its consultations with ONE Aviation and its affiliates; analyze claims of creditors; assist the committee in its negotiation with the Debtors concerning matters related to asset disposition, financing and plan of reorganization; and provide other legal services related to the Debtors' Chapter 11 cases. Lowenstein will charge these hourly rates: Partners $600 - $1,285 Senior Counsel/Counsel $450 - $760 Associates $350 - $580 Paralegals/Assistants $135 - $340 Wojciech Jung, Esq., a partner at Lowenstein, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Lowenstein can be reached through: Jeffrey Cohen, Esq. Wojciech F. Jung, Esq. 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 262-6700 Facsimile: (212) 262-7402 E-mail: jcohen@lowenstein.com E-mail: wjung@lowenstein.com About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, the Debtors are on the forefront of private aviation technology. ONE Aviation provide maintenance and upgrade services for their existing fleet of aircraft through two company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-12309) on Oct. 9, 2018. In the petitions signed by CEO Alan Klapmeier, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel of Paul Hastings; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. ONE AVIATION: Taps Epiq as Administrative Advisor ------------------------------------------------- ONE Aviation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC, as its administrative advisor. The firm will provide bankruptcy administrative services, which include the solicitation, balloting and tabulation of votes; the preparation of reports in support of a Chapter 11 plan; and managing any distributions pursuant to the plan. Epiq will charge these hourly rates for claim administration: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 – $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No charge Prior to the petition date, the Debtors paid the firm a retainer of $15,000. Kathryn Tran, senior consultant at Epiq, disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Epiq can be reached through: Kathryn Tran Epiq Bankruptcy Solutions, LLC 777 Third Avenue, Twelfth Floor, New York, NY 10017 Phone: (646) 282-2523 About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, the Debtors are on the forefront of private aviation technology. ONE Aviation provide maintenance and upgrade services for their existing fleet of aircraft through two company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-12309) on Oct. 9, 2018. In the petitions signed by CEO Alan Klapmeier, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel of Paul Hastings; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on October 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. ONE AVIATION: Taps Paul Hastings as Legal Counsel ------------------------------------------------- ONE Aviation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Paul Hastings LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; assist in the negotiation and documentation of financing agreements and related transactions; help the Debtors review, estimate and resolve claims asserted against their estates; assist in any potential asset sale and property disposition; prepare a plan of reorganization; and provide other legal services related to their Chapter 11 cases. Paul Hastings charges these customary hourly rates: Partners $995 - $1,425 Of Counsel $950 - $1,425 Associates $570 - $980 Paralegals $265 - $480 The attorneys and paralegal expected to handle the cases are: Chris Dickerson Partner $1,150 Todd Schwartz Partner $1,050 Brendan Gage Associate $925 Nate Gimpel Associate $885 Peter Hegel Associate $645 Manel Wijemanne Paralegal $410 During the one year before the petition date, Paul Hastings received payments totaling $1,649,960 from the Debtors. Chris Dickerson, Esq., a partner at Paul Hastings, 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. Dickerson disclosed that the firm has not agreed to a variation of its standard or customary billing arrangements, and that no Paul Hastings professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Mr. Dickerson also disclosed that the billing rates charged by Paul Hastings in the pre-bankruptcy period are the same as the rates it will charge in the post-petition period. The Debtors and Paul Hastings expect to develop a prospective budget and staffing plan for the period October 9 to December 31, 2018, according to Mr. Dickerson. Paul Hastings can be reached through: Chris L. Dickerson, Esq. Brendan M. Gage, Esq. Nathan S. Gimpel, Esq. Paul Hastings LLP 71 South Wacker Drive, Suite 4500 Chicago, IL 60606 Tel: (312) 499-6000 Fax: (312) 499-6100 E-mail: chrisdickerson@paulhastings.com E-mail: brendangage@paulhastings.com E-mail: nathangimpel@paulhastings.com - and - Todd M. Schwartz, Esq. Paul Hastings LLP 1117 S. California Avenue Palo Alto, CA 94304 Tel: (650) 320-1800 Fax: (650) 320-1900 E-mail: toddschwartz@paulhastings.com About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, the Debtors are on the forefront of private aviation technology. ONE Aviation provide maintenance and upgrade services for their existing fleet of aircraft through two company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-12309) on Oct. 9, 2018. In the petitions signed by CEO Alan Klapmeier, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel of Paul Hastings; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on October 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. ONE AVIATION: Taps Young Conaway as Co-Counsel ---------------------------------------------- ONE Aviation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP. Young Conaway will serve as co-counsel with Paul Hastings LLP, another law firm tapped by the company and its affiliates to represent them in their Chapter 11 cases. The principal attorneys and paralegal designated to represent the Debtors and their standard hourly rates are: Robert Brady Attorney $920 M. Blake Cleary Attorney $815 Sean Beach Attorney $715 Jaime Luton Chapman Attorney $555 Jordan Sazant Attorney $300 Brenda Walters Paralegal $285 Young Conaway received a $46,000 retainer on May 18 for the planning and preparation of initial documents and for the firm's proposed post-petition representation of the Debtors. An additional $25,000 was paid to the firm on May 23. On October 5, Young Conaway received $55,000 to replenish the retainer. The firm holds a retainer balance in the amount of $11,823.66. M. Blake Cleary, Esq., a partner at Young Conaway, 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. Cleary disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements for the engagement, and that no Young Conaway professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. The Debtors have approved or will be approving a prospective budget and staffing plan for the firm's engagement for the post-petition period as appropriate, according to Mr. Cleary. Young Conaway can be reached through: Jaime Luton Chapman, Esq. Robert S. Brady, Esq. M. Blake Cleary, Esq. Sean M. Beach, Esq. Jordan E. Sazant, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: jchapman@ycst.com E-mail: rbrady@ycst.com E-mail: mbcleary@ycst.com E-mail: sbeach@ycst.com E-mail: jsazant@ycst.com About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Primarily serving the owner/operator, corporate, and aircraft charter markets, the debtors are on the forefront of private aviation technology. ONE Aviation provide maintenance and upgrade services for their existing fleet of aircraft through two company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-12309) on Oct. 9, 2018. In the petitions signed by CEO Alan Klapmeier, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel of Paul Hastings; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. PETROQUEST ENERGY: Files Chapter 11 to Facilitate Restructuring --------------------------------------------------------------- PetroQuest Energy, Inc., on Nov. 7, 2018, disclosed that it and certain of its direct and indirect subsidiaries entered into a restructuring support agreement ("RSA") with its first lien lenders and second lien noteholders to permanently reduce its debt and the related interest expense in ways that support the long-term growth and success of the business. To implement the RSA and thus achieve its financial goals, the Company also filed for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). The RSA, which was executed on November 6, 2018, contemplates a comprehensive restructuring of the Company's capital structure, has the support of certain holders of 81.83% of its 10% Second Lien Secured Senior Notes due 2021 (the "2021 Notes"), certain holders of 84.76% of its 10% Second Lien Senior Secured PIK Notes due 2021 (the "2021 PIK Notes" and, together with the 2021 Notes, the "Notes") and the lenders under the Company's multi-draw term loan agreement (the "Prepetition Term Loan Agreement") (the holders and lenders, the "Consenting Creditors"). The proposed plan of reorganization (the "Plan") would eliminate approximately $204.5 million in debt from the Company's balance sheet. It contemplates (i) the payment in full of $50.0 million of principal plus accrued interest of the term loans made pursuant to the Prepetition Term Loan Agreement, (ii) the entry into an Exit Facility in an aggregate principal amount of $50.0 million with the Company's existing second lien lenders, and (iii) the elimination of more than $284.4 million of principal plus accrued interest with respect to the Notes, in exchange for (x) new common stock issued by the reorganized Company, subject to (1) dilution by the new common stock issued in connection with the management incentive plan and (2) the new common stock issued to the parties backstopping the Exit Facility, and (y) $80.0 million of secured PIK notes issued by the Company and guaranteed by each of the operating entities. "The restructuring support agreement and associated actions announced today begin a rebuilding process and new era for our company and our stakeholders because they allow us to definitively address the financial challenges that have made it difficult for us to compete. These steps will also allow us to resume investments in growth -- most notably to develop our Cotton Valley assets in East Texas as well as our onshore assets in Central and South Louisiana," said PetroQuest President & CEO Charles Goodson. "We thank our first and second lien lenders for their continued belief in and support of our business and look forward to completing the process as a stronger partner and employer." The Company fully expects to operate its business as usual throughout the restructuring, honoring its commitments to employees, royalty owners and partners. The Company is confident in its ability to fund all of its go-forward financial commitments with existing cash on hand and, under the terms of the RSA, will continue to be led by the current executive management team. The Company has requested that the Bankruptcy Court (i) approve commencement of solicitation on the Plan on November 20, 2018; (ii) set December 18, 2018 as the date that votes on the Plan must be received by Epiq Corporate Restructuring, LLC, the Company's voting agent, unless the deadline is extended; and (iii) set November 13, 2018 as the record date for voting. Subject to Bankruptcy Court approval of the Plan and the satisfaction of certain conditions to the Plan and related transactions, the Company has proposed to consummate the Plan and emerge from chapter 11 before the end of the year. There can be no assurances that the Plan will be approved or confirmed by the Bankruptcy Court, by that time, or at all. Additional information, including court filings and other documents related to the reorganization proceedings, is available on a website administered by the Company's claims agent, Epiq Corporate Restructuring, LLC, at http://dm.epiq11.com/PetroQuest. More detailed information on the restructuring can be found in the RSA, Plan and Disclosure Statement, which are included with the Form 8-K filed with the Securities and Exchange Commission today. Advisors Porter Hedges LLP is acting as legal counsel and Seaport Global Securities and FTI Consulting, Inc. are acting as financial advisors to the Company in connection with its restructuring efforts. Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to the Consenting Creditors party to the RSA, and Houlihan Lokey Capital, Inc. is acting as the Consenting Creditors' financial advisor. About the Company PetroQuest Energy, Inc. (otcqx:PQUE) is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in Texas and Louisiana. The Company's common stock trades on the OTCQX market under the symbol PQUE. POJOAQUE VALLEY SD 1: Moody's Lowers GOULT Bond Rating to B1 ------------------------------------------------------------ Moody's Investors Service downgraded Pojoaque Valley Independent School District 1, NM's GOULT bond rating to B1 from Baa3 and subsequently withdrew the GOULT rating. At the same time, Moody's also withdrew the district's Aa3 enhanced bond rating. These rating actions concluded the review for possible downgrade that was initiated on August 28, 2018. RATINGS RATIONALE The downgrade to B1 was prompted by the continued weakening of already depleted general fund reserves and cash balances that are expected to remain negative through at least the end of fiscal 2019. The rating also incorporates a high pension burden featuring a widening tread water gap and elevated fixed costs. Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. LEGAL SECURITY The GOULT bonds are secured by ad valorem taxes that are levied against all taxable property within the district without limitation as to the rate or amount. PROFILE Pojoaque Valley ISD 1 is located in northern Santa Fe County (Aaa stable), approximately 16 miles north of Santa Fe and 17 miles east of Los Alamos. The district serves a population of 10,296 and enrolls 1,979 students. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. PREMIERE GLOBAL: Bank Debt Trades at 8% Off ------------------------------------------- Participations in a syndicated loan under which Premiere Global Services Incorporated is a borrower traded in the secondary market at 91.83 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.87 percentage points from the previous week. Premiere Global pays 650 basis points above LIBOR to borrow under the $11 million facility. The bank loan matures on December 4, 2021. 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, November 2. PURPLE SHOVEL: Trustee Taps Lynn Strategies as Consultant --------------------------------------------------------- Gerard McHale Jr., the Chapter 11 trustee for Purple Shovel LLC, received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Lynn Strategies, LLC as consultant. The firm will advise the trustee on military contract issues with the Department of Defense and Special Operations Command. Lynn Strategies will be paid an hourly fee of $395 and an initial retainer of $5,000. Eric Lynn, owner of Lynn Strategies, disclosed in a court filing that his firm does not represent a creditor or any person adverse to the Debtor and its bankruptcy estate. About Purple Shovel Based in Tampa, Florida, Purple Shovel, LLC -- http://www.purpleshovel.com/-- is a certified Service Disabled Veteran-Owned Small Business (SDVOSB) founded in 2010 to provide value-added solutions to an array of domestic and international challenges. Purple Shovel affords its clients a single point of contact to transport materials and aid anywhere in the world, including remote regions inaccessible to others. Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04599) on June 1, 2018. In the petition signed by Benjamin Worrell, manager, the Debtor disclosed $1.01 million in assets and $12.35 million in liabilities. Judge Caryl E. Delano is the case judge. The Law Offices of Norman and Bullington serves as counsel to the Debtor. On Aug. 8, 2018, the Office of the U.S. Trustee appointed Gerard A. McHale Jr. as Chapter 11 trustee for the Debtor. The trustee tapped Johnson Pope Bokor Ruppel & Burns, LLP as his legal counsel, and McHale PA as his accountant. QUOTIENT LIMITED: Board Approves Compensation Grants to CEO ----------------------------------------------------------- The remuneration committee of the board of directors of Quotient Limited authorized the grant by the Company of 91,743 restricted share units to Franz Walt, the Company's chief executive officer, and the Company granted the RSUs to Mr. Walt. The RSUs vest monthly in equal instalments over twelve months beginning on June 24, 2019. If Mr. Walt's employment is terminated by the Company without "cause" (as defined in the Second Amended and Restated 2014 Plan), Mr. Walt's RSUs will vest in accordance with their terms. The RSUs will also fully vest in accordance with their terms upon a change in control. In addition, the Remuneration Committee authorized the grant by the Company of options to purchase ordinary shares of the Company to Mr. Walt with a value of $300,000. The Options will be granted by the Company on May 24, 2019, the actual number of ordinary shares underlying the Options will be determined on the Grant & Determination Date by dividing $300,000 by the closing sale price of the Company's ordinary shares on The NASDAQ Global Market on the Grant & Determination Date and the exercise price of the Options will be equal to the Closing Price. Second Amended and Restated 2014 Plan The shareholders of Quotient Limited previously approved a second amendment and restatement of the Company's 2014 Stock Incentive Plan to increase the number of ordinary shares authorized for issuance by 550,000 shares and to increase the maximum number of shares that may be issued upon the exercise of incentive share options by 550,000 shares. About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. As of June 30, 2018, Quotient Limited had $130.86 million in total assets, $167.04 million in total liabilities and a total shareholders' deficit of $36.17 million. Quotient reported a net loss of $82.33 million for the year ended March 31, 2018, compared to a net loss of $85.06 million for the year ended March 31, 2017. The report from the Company's independent accounting firm Ernst & Young LLP, in Belfast, United Kingdom, the Company's auditor since 2007, on the consolidated financial statements for the year ended March 31, 2018, includes an explanatory paragraph stating that the Company has recurring losses from operations and planned expenditure exceeding available funding, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. QUOTIENT LIMITED: Incurs $27.4 Million Net Loss in Second Quarter ----------------------------------------------------------------- Quotient Limited has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $27.36 million on $6.24 million of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $21.69 million on $5.91 million of total revenue for the three months ended Sept. 30, 2017. For the six months ended Sept. 30, 2018, the Company reported a net loss of $52.53 million on $14.13 million of total revenue compared to a net loss of $41.92 million on $12.73 million of total revenue for the six months ended Sept. 30, 2017. As of Sept. 30, 2018, the Company had $154.53 million in total assets, $169.27 million in total liabilities and a total shareholders' deficit of $14.73 million. Since its commencement of operations in 2007, the Company has incurred net losses and negative cash flows from operations. As of Sept. 30, 2018, the Company had an accumulated deficit of $328.2 million. During the six month period ended Sept. 30, 2018, the Company incurred a net loss of $52.5 million and used $41.1 million of cash in operating activities. The Company's use of cash during the six month period ended Sept. 30, 2018 was primarily attributable to its investment in the development of MosaiQ and corporate costs, including costs related to being a public company. From its incorporation in 2012 to March 31, 2018, the Company has raised $110.8 million of gross proceeds through the private placement of its ordinary and preference shares and warrants, $181.1 million of gross proceeds from public offerings of its shares and issuances of ordinary shares upon exercise of warrants and $84.0 million of gross proceeds from the issuance of the Secured Notes. On June 29, 2018, the Company issued an additional $36.0 million aggregate principal amount of the Secured Notes. The Company previously issued $84.0 million aggregate principal amount of the Secured Notes on Oct. 14, 2016. On June 29, 2018, the Company paid $2.2 million of the net proceeds of the issuance of the additional Secured Notes into the cash reserve account maintained with the collateral agent under the terms of the indenture governing the Secured Notes, which together with the $5.0 million paid into the cash reserve account on Oct. 14, 2016, brought the total in the cash reserve account to $7.2 million at Sept. 30, 2018. In the period between March 31, 2018 and July 31, 2018, 8,414,683 warrants that were previously issued in connection with the Company's October 2017 private placement of ordinary shares were exercised for 8,414,683 ordinary shares at $5.80 per share, which generated $48.8 million of proceeds. On Aug. 3, 2018, the Company entered into two subscription agreements with Franz Walt, its chief executive officer, and with Heino von Prondzynski, its Chairman, pursuant to which we issued a combined total of 55,000 ordinary shares at a price of $7.54 per share for aggregate proceeds of $0.4 million. As of Sept. 30, 2018, the Company had available cash, cash equivalents and short-term investments of $68.5 million and $7.5 million of restricted cash held as part of the arrangements relating to its Secured Notes and the lease of its property in Eysins, Switzerland. Net cash used in operating activities was $41.1 million during the six month period ended Sept. 30, 2018, which included net losses of $52.5 million offset by non-cash items of $12.1 million. Non-cash items were depreciation and amortization expense of $6.4 million, share-based compensation expense of $2.5 million, Swiss pension costs of $0.3 million, amortization of deferred debt issue costs of $2.2 million, accrued preference share dividends of $0.5 million and an increase in the deferred lease rental benefit of $0.2 million. The Company also experienced a net cash outflow of $0.7 million from changes in operating assets and liabilities during the period, consisting of a $3.9 million reduction in accounts payable and accrued liabilities and a $0.7 million reduction in accrued compensation and benefits, offset by a $0.2 million decrease in accounts receivable, a $0.3 million decrease in inventories and a $3.4 million decrease in other assets. Net cash used in operating activities was $32.6 million during the six month period ended Sept. 30, 2017, which included net losses of $41.9 million offset by non-cash items of $11.1 million. Non-cash items were depreciation and amortization expense of $5.1 million, share-based compensation expense of $2.5 million, Swiss pension costs of $0.3 million, amortization of deferred debt issue costs of $2.9 million and accrued preference share dividends of $0.5 million, offset by amortization of lease rental benefit of $0.2 million. The Company also experienced a net cash outflow of $1.7 million from changes in operating assets and liabilities during the period, consisting of a $1.1 million increase in inventories, a $0.5 million reduction in accounts payable and accrued liabilities and a $0.6 million reduction in accrued compensation and benefits, offset by a $0.2 million decrease in accounts receivable and a $0.2 million decrease in other assets. Net cash used in investing activities was $60.6 million for the six month period ended Sept. 30, 2018 and $6.9 million for the six month period ended Sept. 30, 2017. The Company spent $1.6 million on purchases of property and equipment in the six month period ended Sept. 30, 2018, which was mainly related to the payment of final costs related to the construction of our new Biocampus manufacturing facility. Purchases of property and equipment in the six month period ended Sept. 30, 2017 were $12.3 million, which was mainly related to the construction of its new Biocampus manufacturing facility. The Company also invested $59.0 million in short-term money market funds in the six month period ended Sept. 30, 2018 and realized $5.4 million of net cash inflows from our investments in short-term money market funds in the six month period ended Sept. 30, 2017. Net cash provided by financing activities was $83.8 million during the six month period ended Sept. 30, 2018, consisting of $34.8 million of net proceeds from the issuance of additional Secured Notes on June 29, 2018 and $49.2 million of proceeds from the issuance of ordinary shares (including in connection with the exercise of warrants and share options), offset by $0.2 million of repayments on finance leases. Net cash provided by financing activities was $45.2 million during the six month period ended Sept. 30, 2017, consisting of $45.3 million of net proceeds from the issuance of ordinary shares, offset by $0.1 million of repayments on finance leases. A full-text copy of the Form 10-Q is available for free at: https://is.gd/3Vrx5k About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. As of June 30, 2018, Quotient Limited had $130.86 million in total assets, $167.04 million in total liabilities and a total shareholders' deficit of $36.17 million. Quotient reported a net loss of $82.33 million for the year ended March 31, 2018, compared to a net loss of $85.06 million for the year ended March 31, 2017. The report from the Company's independent accounting firm Ernst & Young LLP, in Belfast, United Kingdom, the Company's auditor since 2007, on the consolidated financial statements for the year ended March 31, 2018, includes an explanatory paragraph stating that the Company has recurring losses from operations and planned expenditure exceeding available funding, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RACKSPACE HOLDING: Fitch Lowers LT IDR to B+, Outlook Stable ------------------------------------------------------------ Fitch Ratings has downgraded the Issuer Default Rating and senior unsecured debt rating for Rackspace Hosting, Inc. Rackspace was taken private by private equity firm, Apollo Global Management LLC (Apollo), in November 2016 for approximately $4.4 billion, or approximately 6x EBITDA. Since the LBO, the company has struggled to find its footing as competitive trends intensified and acquisitions meant to offset pressures on the core business have not yet shown material benefits. However, the company serves a growing end market for outsourced IT services that should support stability and growth over time in its business. KEY RATING DRIVERS Secular Industry Growth: Fitch expects IT outsourcing to continue over the longer term, driven by pressured IT budgets and increasing complexity in hybrid cloud environments. Data center demand increased significantly in the past decade, driven by factors such as global internet adoption, increased smartphone usage and enterprise outsourcing. These market forces will continue to drive growth for managed IT service providers, including Rackspace, in the coming years. Revenue Growth Challenged: Rackspace struggled with execution issues in recent years that Fitch believes are unlikely to abate in the near term. The company's largest business (Managed Hosting) experienced secular headwinds due to customers shifting more workloads to public and private cloud providers. Fitch estimates revenues declined by low-single digits YTD 2018 on an organic basis. Even reported revenue, including acquisitions, only grew in the low single-digit percentage range in each of 2016 and 2017, including acquisitions. This is a far cry from the growth of more than 10% per year the company experienced prior to 2016. Ongoing Pivot from OpenStack: The shift away from OpenStack public cloud operations toward providing managed cloud services continues to be a revenue growth headwind. OpenStack revenues peaked in 2015-2016 and declined in 2017, making up approximately 20% of total revenue. Fitch believes this business will be pressured over the longer term as workloads increasingly migrate to Amazon Web Services (AWS), Microsoft Azure, Google Cloud and others. Significant capital spending by large cloud providers such as AWS has led to aggressive pricing actions in the industry, which left Rackspace's public cloud less competitive for new workloads, despite higher service levels. Focus on Managed Cloud Services: Service has historically been one of Rackspace's core competencies, and the company is now leveraging this know-how into managed cloud services. Specifically, it is layering services and proprietary tools on top of cloud infrastructure from AWS, Azure and others. This business is relatively small as of now at less than 10% of 1H18 revenue and is not yet profitable. However, it is growing rapidly from a small base in 2016. Fitch believes customers will increasingly embrace third-party service providers to architect, secure and operate dedicated hosting, public and private cloud, and hybrid environments. Potential Internalization Threat: Despite the potential opportunity from cloud, Fitch believes cloud providers such as AWS and Azure will likely build out service offerings to compete with partners such as Rackspace over the longer term. This could constrain growth and/or pressure margins. However, these large tech companies would be challenged in the near-term to replicate Rackspace's services, particularly in the middle market, given its expertise in servicing this fragmented segment. Fitch believes AWS and Azure expanding cloud services are more likely to accelerate partner stratification or consolidation. FCF Profile: FCF declined materially in 2017 due to lower net income, acquisition-related costs including costs to achieve future synergies, higher interest expense and working capital changes. Fitch believes the company's private equity ownership will be a FCF constraint over the next several years given higher interest expense and a largely floating capital structure, partially hedged with interest rate swaps. However, Fitch projects FCF margins will remain in the mid-single digit percentage range over the ratings horizon. While the new focus on managed cloud services will pressure gross and EBITDA margins, it should also meaningfully reduce capital intensity. Capex has come down from the 20%-30% of sales experienced as recently as 2015 but is still high relative to other tech and business services companies. Elevated Leverage: Fitch estimates gross leverage at 5.9x as of June 2018 using last-quarter annualized EBITDA. Company reported gross leverage is meaningfully lower at roughly 4.4x due to synergies and other pro forma add-backs. Management is comfortable with current leverage levels and does not plan to take it much higher in the near-term, although Fitch believes the company will remain opportunistic with respect to M&A. The company completed two sizeable acquisitions in 2H17 and a much smaller deal in May 2018. With growth challenged in its core business, Fitch believes the company continues to look for deals, and this will be a swing factor in any material leverage changes. DERIVATION SUMMARY Rackspace Hosting is one of the largest U.S. providers of managed information technology and data center hosting and support services. Whereas traditional global data center providers such as Equinix, Inc. and Digital Realty Trust, Inc. own properties and function more as landlords leasing space and power, Rackspace's core business is providing managed services that can be turned on/off with relative ease. Its business relies on short-term contracts (one to three years) and/or "pay-as-you-go" models versus a traditional DC provider that has contracts ranging from three to more than ten years in some cases (e.g., hypercloud deals). Rackspace's'B+' IDR reflects execution challenges the company has faced in recent years, high leverage and strong competitive headwinds from large technology providers aggressively growing in the Cloud services space such as Amazon.com, Inc. (A+), Alphabet Inc. and Microsoft Corp. (AA+). KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenue - Fitch estimates low-single digit percentage organic growth over the ratings horizon, which assumes growth in Managed Public Cloud and Applications businesses offset pressures in other parts of the business such as OpenStack. Fitch has also assumed the company continues to spend on M&A in the coming years to reignite growth and offset competitive pressures. -- EBITDA - margins pressured over the next couple of years due to market and execution challenges as well as product mix shift. -- Capex - low-teens percentage of revenue, modestly below 1H 2018 levels. Capital allocation: -- M&A - Fitch believes this will remain the primary use of capital, as evidenced by three transactions during 2017-18. -- Debt - Fitch estimates leverage remains fairly similar over the next few years. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch's expectation for gross leverage to be sustained below 4.0x over a multi-year horizon. -- Improved core operating trends, including signs of revenues and/or EBITDA growing at rates in-line with the overall cloud/data center space. -- Signs of lessening competitive pressures in the segment. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Weaker than expected or more volatile revenue and EBITDA trends, indicating less robust industry growth and/or intensified competitive trends. -- Fitch's expectation that FCF margins will sustain at low-single digits percentage of revenue or below, or gross leverage will sustain above 6.0x over a multi-year horizon. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Rackspace's liquidity position is relatively stable and should support near-term execution of its strategy. Unlike a traditional data center operator that spends well in excess of cash from operations to fund future growth, Rackspace's business does not rely on data center/facility builds out. Liquidity is supported by: (i) $183 million of cash as of Jun-18 ($108 million of which is held by foreign entities). (ii) Positive FCF generation, which ranged from $100 to $267 million from 2015-2017, and (iii) an untapped $225 million revolver. High Leverage Due to Ownership Structure: Fitch-defined gross leverage is relatively high at approximately 5.9x on a last-quarter annualized (LQA) basis as of June 2018. It is important to think of companies such as Rackspace in this manner given a majority of the business is recurring in nature and churn is reasonably low; thus, the latest quarter's annualized run-rate can be a good reflection of the "core leverage" in the business. This is also a similar methodology to how Fitch analyzes industry peers Equinix and Digital Realty Trust. This leverage is materially different than pre-LBO when the company had nominal amounts of debt (less than $200 million gross pre-2015). RACKSPACE HOSTING: $199MM Bank Debt Trades at 3% Off ---------------------------------------------------- Participations in a syndicated loan under which Rackspace Hosting is a borrower traded in the secondary market at 96.92 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.21 percentage points from the previous week. Rackspace Hosting pays 300 basis points above LIBOR to borrow under the $199 million facility. The bank loan matures on November 3, 2023. Moody's rates the loan 'Ba3' 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, November 2. RACKSPACE HOSTING: $80MM Bank Debt Trades at 3% Off --------------------------------------------------- Participations in a syndicated loan under which Rackspace Hosting is a borrower traded in the secondary market at 96.92 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.21 percentage points from the previous week. Rackspace Hosting pays 300 basis points above LIBOR to borrow under the $80 million facility. The bank loan matures on November 3, 2023. Moody's rates the loan 'Ba3' 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, November 2. RENNOVA HEALTH: Effects a 1-for-500 Reverse Stock Split ------------------------------------------------------- Rennova Health, Inc., has effected a 1 for 500 reverse stock split of its outstanding common stock, effective at 5:00 pm, Eastern Time, on Nov. 8, 2018. The Company's common stock opened for trading on Friday Nov. 9, 2018, on a post-split basis. As a result of the reverse stock split, every 500 shares of the Company's common stock issued and outstanding on the Effective Time will be consolidated into one issued and outstanding share, except to the extent that the reverse stock split results in any of the Company's stockholders owning a fractional share, which fractional share will be in that case paid in cash. In connection with the reverse stock split, there will be no change in the nominal par value per share of $0.0001. Trading of the Company's common stock will continue, on a split-adjusted basis, with the opening of the markets on Friday, Nov. 9, 2018, under the existing trading symbol "RNVA" under a new CUSIP number. Based on the number of shares currently outstanding, on Nov. 7, 2018, the reverse stock split will reduce the number of shares of the Company's common stock outstanding from approximately 7.6 billion pre-reverse split shares to approximately 15.3 million post-reverse split. All outstanding preferred shares, stock options, warrants, and equity incentive plans immediately prior to the reverse stock split generally will be appropriately adjusted by dividing the number of shares of common stock into which the preferred shares, stock options, warrants and equity incentive plans are exercisable or convertible by 500 and multiplying the exercise or conversion price by 500, as a result of the reverse stock split. The Company has retained its transfer agent, Computershare, Inc., to act as its exchange agent for the reverse stock split. Computershare will provide stockholders of record as of the Effective Time a letter of transmittal providing instructions for the exchange of their stock certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers' particular processes, and will not be required to take any action in connection with the reverse stock split. The reverse stock split was approved by the directors of the Company on Nov. 5, 2018, pursuant to a resolution adopted by written consent of the holders of the majority of the total voting power of the Company's securities on Aug. 22, 2018. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- owns and operates two rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Beginning in 2018, the Company intends to focus on and operate two synergistic divisions: 1) clinical diagnostics through its clinical laboratories; and 2) hospital operations through its Big South Fork Medical Center, which opened on Aug. 8, 2017, and a hospital in Jamestown Tennessee, including a doctor's practice, the assets of which it expects to acquire in the second quarter of 2018, pursuant to the terms of a definitive asset purchase agreement that the Company entered into on Jan. 31, 2018. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of June 30, 2018, the Company had $16.24 million in total assets, $138.32 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $2.03 million in redeemable preferred stock I-2, and a total stockholders' deficit of $129.9 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. These conditions raise substantial doubt about the company's ability to continue as a going concern. RENTPATH INC: Bank Debt Trades at 18% Off ----------------------------------------- Participations in a syndicated loan under which RentPath Incorporated [ex-Primedia Inc] is a borrower traded in the secondary market at 81.8 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.15 percentage points from the previous week. RentPath Incorporated pays 475 basis points above LIBOR to borrow under the $49 million facility. The bank loan matures on December 11, 2021. 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, November 2. RICHARD D. VAN LUNEN: Examiner Taps Kevin S. Neiman as Counsel -------------------------------------------------------------- Robertson Cohen, the examiner appointed in the Chapter 11 case of Richard D. Van Lunen Charitable Foundation, received approval from the U.S. Bankruptcy Court for the District of Colorado to hire the Law Offices of Kevin S. Neiman, pc as his legal counsel. The firm will advise the examiner regarding his duties in the Debtor's bankruptcy case. Kevin Neiman, Esq., the attorney who is expected to represent the examiner, charges an hourly fee of $335 while the firm's paralegals charge $100 per hour. Mr. Neiman disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Kevin S. Neiman, Esq. 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: (303) 996-8637 Fax: (877) 611-6839 Email: kevin@ksnpc.com About Richard D. Van Lunen Charitable Foundation Based in Palos Park, Illinois, Richard D. Van Lunen Charitable Foundation is a foundation that funds primarily for Christian churches and education. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The petition was signed by James Achterhof, managing trustee and director. The Debtor tapped Jeffrey Weinman, Esq., at Weinman & Associates, P.C., as its lead counsel; Patrick D. Vellone, Esq., at Allen Vellone Wolf Helfrich & Factor P.C. as co-counsel; and UHY Advisors Mid-Atlantic MD, Inc. as accountant. At the time of the filing, the Debtor estimated its assets and debt at $1 million to $10 million. On July 17, 2018, the court approved the appointment of Robertson B. Cohen as examiner. The examiner tapped the Law Offices of Kevin S. Neiman, pc as his legal counsel. ROYAL AUTOMOTIVE: Sale of Shares of Stock in Three Companies Okayed ------------------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Royal Automotive Co. and affiliates to sell shares of stock in three companies, namely MetLife, Inc., Brighthouse Financial, Inc., and The Hanover Insurance Group Inc. The sales will be free and clear of all liens, claims, encumbrances, or other interests therein. Upon consummation of such sales, Royal will hold the net proceeds thereof subject to the security interests and liens, if any, of any party claiming a security interest or lien in the shares of stock, pending further order of the Court. The Debtors are authorized to take all steps necessary or appropriate to carry out the terms of the Order. 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. S360 RENTALS: $1.4M Sale of Davis Property to 12-14 Main Approved ----------------------------------------------------------------- Judge Robert S. Bardwill of the U.S. Bankruptcy Court for the Eastern District of California authorized S360 Rentals, LLC's sale of the real property located at 4209 Almond Lane, Davis, California, (APN 069-120-013-000), to 12-14 Main St, LLC for $1.4 million. A hearing on the Motion was held on Oct. 17, 2018 at 10:00 a.m. The sale is free and clear of the deed of trust lien filed in favor of Ronald P. Elvidge. The sale proceeds will first be applied to closing costs, prorated property taxes and assessments and other customary and contractual costs and expenses incurred in order to effectuate the sale. The proceeds will then be applied to the indebtedness secured by the first deed of trust lien recorded against the Property. The remaining proceeds will be deposited into a restricted interest-bearing bank account, to only be released upon an appropriate order from the court after resolution of the disputed claim filed by Ronald P. Elvidge. About S360 Rentals S360 Rentals, LLC, filed as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 4209 Almond Lane Davis, California. S360 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-20774) on Feb. 12, 2018. In the petition signed by Raymond Sahadeo, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. Judge Christopher D. Jaime presides over the case. SCIENTIFIC GAMES: Incurs $351.6 Million Net Loss in Third Quarter ----------------------------------------------------------------- Scientific Games Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $351.6 million on $821 million of total revenue for the three months ended Sept. 30, 2018, compared to a net loss of $59.3 million on $768.9 million of total revenue for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $559.2 million on $2.47 billion of total revenue compared to a net loss of $199.2 million on $2.26 billion of total revenue for the same period last year. As of Sept. 30, 2018, Scientific Games had $7.52 billion in total assets, $10.14 billion in total liabilities and a total stockholders' deficit of $2.61 million. Net cash provided by operating activities increased to $223.5 million from $109.5 million in the year ago period driven primarily by improvements in operating results, working capital and timing of interest payments resulting from the February 2018 refinancing. Free cash flow, a non-GAAP financial measure, increased by $95.4 million from the year ago period to $123.0 million. The Company's net debt leverage ratio, a non-GAAP financial measure, was down 0.3x from the prior quarter to 6.7x as a result of lower debt and higher LTM AEBITDA. The Company is considering a possible initial public offering of a minority interest in its social gaming business in 2019. The social gaming business continues to experience rapid growth and has reached significant scale. The Company believes an IPO would provide greater flexibility to pursue additional growth initiatives specifically designed for its social gaming business, as well as unlocking additional value for Scientific Games stakeholders. The Company anticipates that the proceeds from the IPO would primarily be used to repay debt. Barry Cottle, CEO and president of Scientific Games, said "We are very pleased with the growth we are seeing across our businesses as we continue to lead our industry into the future. Our investments in digital, sports betting, and new games are producing the most innovative and engaging products in the market and we are excited about the customer response here in the U.S. and around the world. For our rapidly growing social business, an IPO would give us greater flexibility to pursue growth for the business and drive value for stakeholders. We remain focused on delivering for our customers and running our business efficiently and effectively to drive revenue, reduce costs and continue to build momentum across the Company." Michael Quartieri, chief financial officer of Scientific Games, added, "This quarter marks our twelfth consecutive quarter of year over year growth in revenue and Consolidated AEBITDA. Our focus on generating cash flows provides us a clear avenue to strengthen our balance sheet." During the quarter ended Sept. 30, 2018, the Company made net payments of $122.2 million on its debt, including $110.0 million of voluntary net repayments under its revolving credit facility and $12.2 million in mandatory amortization of its term loans, as well as payments to reduce capital leases. Net cash provided by operating activities increased $114.0 million to $223.5 million, principally related to improvements in operating results, working capital and a $63.4 million favorable change in accrued interest. Capital expenditures totaled $92.6 million in the third quarter of 2018, compared with $73.9 million in the prior-year period. The increase from the prior year was related to several long-term and highly accretive projects including ongoing platform development in Digital for expansion in U.S. and around the world, lottery systems installations in Maryland and Kansas and the acceleration of the Company's installed base of participation games and WAP games, including the successful rollout of our James Bond franchise. For 2018, the Company continues to expect capital expenditures will be within a range of $360-$390 million, based on existing contractual obligations, planned investments and the inclusion of NYX. Subsequent to quarter end, the Company sold a real estate asset for $40.0 million in proceeds. A full-text copy of the Form 10-Q is available for free at: https://is.gd/zuJEYk About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Scientific Games reported a net loss of $242.3 million for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million for the year ended Dec. 31, 2016. As of June 30, 2018, Scientific Games had $7.61 billion in total assets, $9.88 billion in total liabilities and a total stockholders' deficit of $2.26 billion. SEADRILL LIMITED: Bank Debt Trades at 7% Off -------------------------------------------- Participations in a syndicated loan under which Seadrill Limited is a borrower traded in the secondary market at 92.67 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.27 percentage points from the previous week. Seadrill Limited pays 600 basis points above LIBOR to borrow under the $110 million 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, November 2. SEAGATE TECHNOLOGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on October 29, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Seagate Technology PLC to BB+ from BB. Seagate Technology PLC is an American data storage company. It was incorporated in 1978, as Shugart Technology. Since 2010, the company is incorporated in Dublin, Ireland, with operational headquarters in Cupertino, California, United States. SEBA BROS. PARTNERSHIP: Case Summary & 2 Unsecured Creditors ------------------------------------------------------------ Debtor: Seba Bros. Partnership, LLC 2111 E. State Route Y Cleveland, MO 64734 Business Description: Cleveland, Missouri-based Seba Bros. Partnership, LLC is a privately held company in the crop farming business. Chapter 11 Petition Date: November 7, 2018 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Case No.: 18-42890 Judge: Hon. Judge Cynthia A. Norton Debtor's Counsel: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: 816-756-5800 Fax: 816-756-1999 E-mail: ekrigel@krigelandkrigel.com Total Assets: $811,746 Total Liabilities: $6,607,060 The petition was signed by David Seba, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/mowb18-42890.pdf SENDTEC INC: Distribution Trustee Taps Larry Hyman as Accountant ---------------------------------------------------------------- Stanley Murphy, the official appointed to administer the distribution trust created under SendTec, Inc.'s confirmed Chapter 11 plan of reorganization, received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Larry S. Hyman, CPA, PA. The accounting firm will assist the trustee in the preparation of tax returns and will provide other tax-related services. Its hourly rates range from $105 to $335 per hour. Larry Hyman, a certified public accountant employed with the firm, disclosed in a court filing that the firm and its employees neither represent nor hold any interest adverse to the trustee or creditors of the trust. The firm can be reached through: Larry S. Hyman Larry S. Hyman, CPA, PA 307 S. Boulevard, Suite B Tampa, FL 33606 About SendTec, Inc. Based in St. Petersburg, Florida, SendTec, Inc., is a customer acquisition ad agency with expertise in multi-channel integrated direct marketing. The Company filed for Chapter 11 bankruptcy protection on June 15, 2009 (Bankr. M.D. Fla. Case No. 09-12519). John D. Goldsmith, Esq., at Trenam, Kemker, Scharf, et al, assists the Company in its restructuring efforts. The Company listed $3,708,396 in assets and $17,363,732 in debt. On Oct. 14, 2009, the court confirmed the Debtor's Chapter 11 plan of reorganization. Stanley Murphy was appointed to administer the distribution trust created under the plan. Mr. Murphy tapped McIntyre Thanasides Bringgold Elliot Grimaldi Guito & Matthews, P.A. as his legal counsel. SHERIDAN INVESTMENT: $74MM Bank Debt Trades at 6% Off ----------------------------------------------------- Participations in a syndicated loan under which Sheridan Investment Partners I LLC is a borrower traded in the secondary market at 94.33 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.39 percentage points from the previous week. Sheridan Investment pays 350 basis points above LIBOR to borrow under the $74 million facility. The bank loan matures on October 1, 2019. 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, November 2. SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 6% Off --------------------------------------------------------- Participations in a syndicated loan under which Sheridan Production Partners I-A LP is a borrower traded in the secondary market at 94.33 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.39 percentage points from the previous week. Sheridan Production pays 350 basis points above LIBOR to borrow under the $98 million facility. The bank loan matures on October 1, 2019. 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, November 2. SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 6% Off --------------------------------------------------------- Participations in a syndicated loan under which Sheridan Production Partners I-M LP is a borrower traded in the secondary market at 94.33 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.39 percentage points from the previous week. Sheridan Production pays 350 basis points above LIBOR to borrow under the $60 million facility. The bank loan matures on October 1, 2019. Moody's rates the loan 'Caa3' and Standard & Poor's gave no 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, November 2. SHERIDAN PRODUCTION: $90MM Bank Debt Trades at 6% Off ----------------------------------------------------- Participations in a syndicated loan under which Sheridan Production Partners is a borrower traded in the secondary market at 94.33 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.39 percentage points from the previous week. Sheridan Production pays 350 basis points above LIBOR to borrow under the $90 million facility. The bank loan matures on October 1, 2019. Moody's gave no rating to the loan 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, November 2. SMB SHIPPING: Moody's Affirms B3 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed ratings for SMB SHIPPING LOGISTICS, LLC including the B3 Corporate Family Rating and the B3-PD Probability of Default Rating. Concurrently, Moody's affirmed the B1 rating on the first lien senior secured revolver and the B1 rating on the upsized first lien senior secured term loan. Moody's also affirmed the Caa1 rating on the upsized second lien senior secured term loan. The rating action follows SMB's announcement that it intends to pay a $160 million dividend to shareholders using proceeds from the upsized first lien and second lien term loans. The rating outlook is stable. RATINGS RATIONALE Moody's views the proposed $160 million dividend as aggressive and as representing a high tolerance for financial risk. Pro forma for the transaction, Moody's anticipates Debt-to-EBITDA of about 6.6x, a level of leverage that is high for the rating and that constrains near-term financial flexibility. The dividend represents almost 1x in incremental leverage and is well beyond the bounds of SMB's initial capitalization of 6x when the ratings were initially assigned in January 2017. These concerns are tempered in part by Moody's expectations that a favorable operating environment will continue to support sales and earnings growth that will lead to a reduction in leverage and continued positive free cash flow generation over the next 12 to 18 months. These factors drive the affirmation of the existing ratings with a stable rating outlook. The B3 considers SMB's modest scale, high financial leverage, and exposure to cyclical transportation markets. The credit profile benefits from the company's position as the only authorized non-retail reseller of UPS' parcel delivery to small and medium business customers, a segment that is growing quickly and that generates relatively robust levels of profitability. Moody's believes that favorable near-term demand fundamentals for transportation markets will translate into robust topline growth for SMB (likely to be at least in the high single-digits) and an improving earnings profile over the balance of 2018 and in 2019. These considerations are tempered by the company's comparatively modest net revenue base, its high supplier concentration (UPS accounts for 40% of sales) and exposure to cyclical end markets. A noisy earnings profile resulting from the company's on-going strategy of rolling up franchises reduces visibility into organic growth trends, cost structure, and sustainable margin levels, but this volatility is expected to moderate by 2020 since most of the largest Worlwide Express franchises have been acquired. The stable rating outlook reflects expectations that a favorable economic climate and good operating execution including positive contributions from the ongoing sales force investments will drive system-wide topline and earnings growth. Moody's projects these factors will result in comfortably positive free cash flow and a reduction in debt-to-EBITDA to or below 6x over the next 12 to 18 months. Moody's expects SMB to maintain adequate liquidity over the next 12 months. The company should be comfortably free cash flow positive during 2019 with FCF-to-Debt likely to be in the low to mid-single digits as a % of debt. External liquidity is provided by a $60 million revolving credit facility that expires in 2022. The revolver and term loan contain a maintenance-based financial covenant that is expected to be amended to net total leverage ratio of 9.5x and Moody's anticipates ample cushions with respect to this covenant. The ratings could be upgraded if Moody's expects Debt-to-EBITDA to remain below 5.5x. Any upgrade would be predicated on the company maintaining profitable growth as well as good liquidity with consistently positive free cash flow generation and good availability under the revolving credit facility. Downward rating pressure could be prompted by changes in UPS' operating strategy that adversely affect SMB, a deterioration in economic conditions, or if Moody's expects Debt-to-EBITDA to remain in the high 6x range. Weakening liquidity involving low or negative free cash flow, reliance on the revolver or the full or partial loss of a large customer could also pressure the ratings downwards. Additional transactions of a leveraging nature or an inability or unwillingness to reduce leverage down to more sustainable levels would likely create downward rating pressure. The B1 ratings for the $60 million senior secured revolving credit facility due 2022 and the $494 million senior secured term loan due 2024 are two notches above the B3 CFR reflecting their seniority within the company's capital structure. The Caa1 rating on the $225 million senior secured second lien term loan due 2025 is one notch below the B3 CFR reflecting the lien subordination to the first lien indebtedness. Moody's notes that changes in the absolute size or in the relative proportion of first lien indebtedness to second lien debt could alter the instrument ratings. The following is a summary of Moody's's rating actions: Issuer: SMB SHIPPING LOGISTICS, LLC Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD $60 million senior secured first lien revolver due 2022, affirmed B1 (LGD2) $494 million (including $60 million incremental) senior secured first lien term loan due 2024, affirmed B1 (LGD2) $225 million (including $100 million incremental) senior secured second lien term loan due 2025, affirmed Caa1 (LGD5) Outlook, Stable SMB SHIPPING LOGISTICS, LLC is headquartered in Dallas, Texas and is a leading non-asset based third party logistics services provider to a wide variety of end-markets and customers. SMB is a portfolio company of Ridgemont Equity Partners. The company was formed in 2017 through the combination of Unishippers Holdings, LLC which was acquired by Ridgemont in October 2015 and Worldwide Express, LLC which was acquired by Ridgemont in January 2017. STRAUSS COMPANY: Committee Taps Waypoint Law as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of The Strauss Company, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Waypoint Law PLLC as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; represent the committee in its consultation with the Debtor; investigate the Debtor's financial condition and business operation and other matters relevant to its Chapter 11 case or the formulation of a bankruptcy plan; assist the committee in the analysis and negotiation of any financing or sale agreement; and provide other legal services related to the case. The firm will charge these hourly rates: Attorneys $325 - $475 Paralegals $150 Waypoint's attorneys do not have any connection with the Debtor, creditors or any other "party-in-interest," according to court filings. The firm can be reached through: R. Mark Donnell, Jr. Waypoint Law PLLC 346 21st Avenue North Nashville, TN 37203 Phone: 615.209.7485 / 615.209.7480 Fax: 615.250.8725 Email: mdonnell@waypointlaw.com About The Strauss Company Creditors Truitt Ellis, Carrie Ellis, Kathleen Pennington, VanBuren LLC, and Germantown Hammer LLC filed an involuntary petition for relief under Chapter 7 against The Strauss Company, Inc. (Bankr. E.D. Tenn. Case No. 18-12972) on July 6, 2018. The petitioning creditors are represented by R. Mark Donnell Jr., Esq. The Chapter 7 case was converted to one under Chapter 11 upon request by the Debtor. Judge Shelley D. Rucker presides over the case. The Debtor tapped Farinash & Stofan as its legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 21, 2018. The committee tapped Waypoint Law PLLC as its legal counsel. TEAM HEALTH: Bank Debt Trades at 5% Off --------------------------------------- Participations in a syndicated loan under which Team Health Holdings LLC is a borrower traded in the secondary market at 95.44 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.23 percentage points from the previous week. Team Health pays 275 basis points above LIBOR to borrow under the $275 million facility. The bank loan matures on February 6, 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, November 2. TONY3CARS INC: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Tony3cars, LLC PO Box 670589 Dallas, TX 75367 Business Description: Tony3cars, LLC is a privately held company in Dallas, Texas in the real estate agents and managers business. Chapter 11 Petition Date: November 5, 2018 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 18-33663 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Celia Lopez, sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/txnb18-33663.pdf TORRADO CONSTRUCTION: Committee Taps Obermayer Rebmann as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Torrado Construction Company, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Attorneys $350 to $400 Paralegals $100 Edmond George, Esq., a partner at Obermayer, disclosed in a court filing that his firm neither represents nor holds any interest adverse to the Debtor's estate. The firm can be reached through: Edmond George, Esq. Obermayer Rebmann Maxwell & Hippell LLP Centre Square West 1500 Market Street | Suite 3400 Philadelphia, PA 19102-2101 Phone: 215-665-3140 / 215-665-3000 Fax: 215-665-3165 Email: edmond.george@obermayer.com About Torrado Construction Torrado Construction Company, Inc. -- http://torradoconstruction.com/-- is a privately-held general construction firm specializing in commercial construction, renovations and rehabilitations, removal services and painting services. It was established in 1995 by Luis E. Torrado and is headquartered in Philadelphia, Pennsylvania. Torrado Construction Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-14736) on July 18, 2018. In the petition signed by Luis E. Torrado, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Jean K. FitzSimon presides over the case. Ciardi & Astin, P.C. is the Debtor's legal counsel. Torrado Construction hired SD Associates, P.C. as its accountant. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 28, 2018. The committee tapped Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel. TRANS WORLD SERVICES: Wants to Use Chase Bank Cash Collateral ------------------------------------------------------------- Trans World Services, Inc., seeks authority from the U.S. Bankruptcy for the Southern District of Texas to use funds constituting the cash collateral of JP Morgan Chase Bank, NA for the daily operation of its business during the pendency of its Chapter 11 proceeding. The Debtor proposes that JP Morgan Chase Bank, NA will retain its existing pre-Chapter 11 security interest and will be paid a sum of $2,500 each month as an amount appropriate to protect its interest. The Debtor asserts that the use of cash collateral is necessary to avoid immediate and irreparable harm to the Debtor and it will be in the best interest of creditors and its estate as it will, among other things, allow for the continued operation and rehabilitation of the Debtor's existing business. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txsb18-32660-43.pdf About Trans World Services Trans World Services, Inc., is a privately owned auto parts distributor in Houston, Texas. It offers automobile parts and services to automotive manufacturers serving customers worldwide. Trans World Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32660) on May 22, 2018. In the petition signed by Mohammad H. Semana, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Eduardo V. Rodriguez presides over the case. Trans World Services hired Office of Nelson M. Jones III as its legal counsel. TRINITY INDUSTRIES: Moody's Cuts CFR to Ba2, Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded the ratings of Trinity Industries, Inc., including the Corporate Family Rating and senior unsecured rating to Ba2 from Ba1, and the Probability of Default Rating to Ba2-PD from Ba1-PD. Moody's also lowered the Speculative Grade Liquidity rating to SGL-3, from SGL-2. The ratings outlook is stable. These actions follow the spin-off of substantially all of Trinity Industries' non-railcar manufacturing businesses and conclude the review that was initiated on December 12, 2017. RATINGS RATIONALE The ratings downgrade to Ba2 reflects the now more concentrated exposure to the demand for new railcars and railcar leasing, as well as the loss of earnings and cash flows from the non-railcar manufacturing businesses that are spun-off, without any reduction in debt. In addition, the separation occurs at a time of already elevated financial leverage due to the impact on earnings and cash flows of severely weakened demand across several of the company's business segments in the last two to three years. Given less diversified operations, Trinity Industries will be more heavily exposed to the very volatile demand for new railcars, notwithstanding the greater proportion of earnings and cash flows from the more predictable railcar leasing and fleet management services. Moody's estimates EBITA margins of around 15% in 2019, benefiting from substantially lower costs related to the spin-off and highway guardrail litigation. Debt/EBTDA is less than 5.5 times at year-end 2019, in Moody's estimates, compared to 4.4 times as of September 30, 2018. Liquidity is adequate (SGL-3). Trinity Industries' targeted cash balance of $100 to $200 million is modest considering that free cash flow is likely negative, even when calculated including proceeds from the sale of leased railcars. This is mitigated however by the $600 million revolving credit facility, the $750 million warehouse facility as well as by alternate liquidity in the form of unencumbered railcars, currently representing an estimated 50% of the company's total wholly-owned fleet. The $400 million senior unsecured notes due 2024 are rated Ba2, the same level as the Corporate Family Rating. Given the absence of secured debt in the waterfall of Moody's Loss Given Default analysis (non-recourse debt is excluded pursuant to Moody's methodology) the rating on the senior unsecured notes equals the Corporate Family Rating. The stable ratings outlook is predicated on Moody's view that the steep decline in demand for new railcars has halted and that the overcapacity in the rail industry's lease fleet is steadily declining. The ratings could be upgraded if Trinity Industries materially increases the size of its rail leasing business relative to its manufacturing and other operations, while the funding of this expansion does not materially weaken the capital adequacy and liquidity of the leasing business. EBITA margins that are sustained comfortably above 15%, debt/EBITDA maintained within a range of 3 to 4 times and a cash balance of at least $200 million are also supportive of a ratings upgrade. The ratings could be downgraded if Moody's expects that the funding of a rapid increase in the size of the rail leasing business would weaken the capital adequacy and liquidity of the leasing business, including as a result of a material increase in the proportion of secured debt. The ratings could also be downgraded if Moody's expects that EBITA margins will be sustained below 15%, and if debt/EBITDA is not maintained within 4 to 5 times. A significant and protracted weakening in the demand for new railcars would also pressure the ratings. The following rating actions were taken: Downgrades: Issuer: Trinity Industries, Inc. Corporate Family Rating, Downgraded to Ba2 from Ba1 Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD4) from Ba1 (LGD3) Outlook Actions: Issuer: Trinity Industries, Inc. Outlook, Changed To Stable From Rating Under Review The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Trinity Industries, Inc. manufactures freight and tank railcars and provides leasing, management and other railcar related services. In addition, the company manufactures highway products and provides logistics and transportation support services to industrial manufacturers. Revenues for the last 12 months ended June 30, 2018 were $2.4 billion, based on management estimates of financial performance of the business post spin-off. TRITON AUTOMATION: Taps Clayson Schneider as Legal Counsel ---------------------------------------------------------- Triton Automation Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Clayson, Schneider & Miller PC as its legal counsel. The firm will represent the Debtor in negotiation with its creditors; assist in any potential sale of its assets; prepare a bankruptcy plan; represent the Debtor in adversary proceedings; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Kimberly Ross Clayson $300 Peter Schneider $270 David Miller $220 Clayson has agreed to the payment of $3,500 retainer on condition that the Debtor makes retainer payments in the amount of $5,000 for each month that the Debtor remains in bankruptcy. Kimberly Ross Clayson, Esq., at Clayson, disclosed in a court filing that she and other employees of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kimberly -Ross Clayson, Esq. David P. Miller, Esq. Peter F. Schneider, Esq. Clayson, Schneider & Miller PC 645 Griswold, Suite 3900 Detroit, MI 48226 Phone: 313-237-0850x3 E-mail: kim@claysonschneidermiller.com E-mail: david@claysonschneidermiller.com E-mail: pete@claysonschneidermiller.com About Triton Automation Group Triton Automation Group LLC -- http://www.triton-automation.com/-- is a robotics engineering firm. It has created robots performing functions in the forgings, plastic, automotive and consumer goods industries. Its non-robotic solutions include check fixtures, clip driving fixtures, sonic weld fixtures and a host of other machinery. It offers full preventative maintenance and refurbishment services. Founded in 2012 by Philip Peloso, Triton Automation Group operates out of a 14,000-square-foot facility in Port Huron, Michigan. Triton Automation Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-54684) on Oct. 30, 2018. In the petition signed by Philip J. Peloso, member, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Mark A. Randon presides over the case. The Debtor tapped Clayson, Schneider & Miller PC as its legal counsel. UNIVERSITY PHYSICIAN: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: University Physician Group dba Wayne State University Physician Group dba Kresge Eye Institute dba WSUPG dba Michigan Facial Aesthetic Surgeons dba UPG 1560 Maple Road Troy, MI 48083 Business Description: Wayne State University Physician Group -- http://www.wsupgdocs.org-- is a nonprofit multi-specialty physician practice group in southeast Michigan, providing primary and specialty care. The doctors of WSUPG provide medical care while conducting groundbreaking research and continuing education at Wayne State University, one of the nation's top medical universities. Chapter 11 Petition Date: November 7, 2018 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Case No.: 18-55138 Judge: Hon. Mark A. Randon Debtor's Counsel: Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Rd., Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 Email: shapiro@steinbergshapiro.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Charles J. Shanley, M.D., University Physician Group CEO. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb18-55138.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 3M Health Information Systems Trade Payable $27,918 Dept. 0881 PO Box 120881 Dallas, TX 75312-0881 Jean Graser Tel: 801-265-4541 Email: jsgraser@mmm.com AS Software Inc. Trade Payable $23,021 560 Sylvan Ave. Englewood Cliffs, NJ 07632 Tel: 201-541-1900 Email: info@as-software.com Barbara Ann Karmanos Cancer Trade Payable $26,489 Institute 4100 John R. Detroit, MI 48201 Tel: 800-527-6266 Email: info@karmanos.org Corrigan Moving Systems Trade Payable $16,561 23923 Research Drive Farmington, MI 48335 Tel: 800-267-7442 Email: jgrabke@corriganmoving.com Dearborn Real Estate Development Obligations Due $55,918 26935 Northwestern Hwy. Under Commercial BSC 3C Corp Lease Accting, Dept #750000 Southfield, MI 48033 Joseph Stokes Tel: 248-423-2660 Email: joseph.stokes@beaumont.org Dearborn Schaeffer Lease Termination $1,856,560 Office Co., LLC Claims c/o Paul H Huth, Esq. Huth Lynett 645 Griswold St., Ste. 4300 Detroit, MI 48226 Cynthia McDonnell Tel: 313-596-6668 Email: cmcdonnell@redico.com DiMeo Schneider Consulting $19,781 500 W. Madison St. Services Ste. 1700 Chicago, IL 60601 Priscilla Tang Tel: 312-853-1000 Email: ptang@dimeoschneider.com Fund for Medical Research and Trade Payable $1,349,370 Education 540 E. Canfield, Rm. 1241 Detroit, MI 48201 Rebecca Cooke Tel: 313-577-1335 Email: rebecca.cooke@wayne.edu GAHC4 Southfield Obligations Due 2,912,694 MI MOB, LLC Under Commercial c/o American Lease Healthcare Investors 18191 Von Karman Ave. Suite 300 Irvine, CA 92612 Erica Plummer Tel: 248-358-0800 Email: eplummer@etkinllc.com Healthcare Administrative Early Termination $2,100,000 Partners of Services c/o David Landau, Esq. Contract Duane Morris LLP 30 South 17th Street Philadelphia, PA 19103-4196 Tel: 215-979-1230 Email: dlandau@duanemorris.com Hutzel Women's Hospital Trade Payable $56,452 PO Box 845610 Dallas, TX 75284-5610 Damola Ogunmade Tel: 469-893-2079 Email: leaseadministration@tenethealth.com Jewish Vocational Services Obligations Due $24,859 29699 Southfield Rd. Under Commercial Southfield, MI 48076 Lease Tammy Cuneaz Tel: 248-233-4283 Dr. Mazhar Khan Wage Claims $174,463 4104 Golf Ridge Dr. E. Bloomfield Hills, MI 48302 Email: mhkhan@med.wayne.edu McLaren Greater Lansing Trade Payable $55,168 401 West Greenlawn Avenue Lansing, MI 48910 Kelly Stephenson Tel: 517-975-7621 Email: kelly.stephenson@mclaren.org Oakwood Healthcare, Inc. Obligations Due $18,844 d/b/a Oakwood Under Commercial Healthcare System Lease 18101 Oakwood Blvd Dearborn, MI 48126 Mark Allen Email: Mark.Allen@beaum leaseont.org Tenet Health Trade Payable $42,413 PO Box 845610 Dallas, TX 75284 Damola Ogunmade Email: leaseadministration@tenethealth.org Troy Medical Properties Obligations Due $27,442,095 181 West Madison Street Under Commercial Ste 4700 Lease Chicago, IL 60602 Danielle Schroeder Tel: 312-964-9088 Email: dschroeder@mbres.com Walton Crittenton MOB, LLC Lease Rejection $5,716,570 c/o Kirco Damages 101 W. Big Beaver Road Suite 200 Troy, MI 48084 Cheryl Grosscup Tel: 248-680-7180 Email: propertyaccounting@kirco.com Wayne State University $5,563,244 Reimbursement/Parking 540 E. Canfield Rm 1241 Detroit, MI 48201 Rebecca Cooke Tel: 313-577-1335 Email: rebecca.cooke@wayne.edu Wayne State $723,721 University- Rent 540 E. Canfield Rm. 1241 Detroit, MI 48201 Rebecca Cooke Tel: 313-577-1335 Email: rebecca.cooke@wayne.edu US RENAL: Bank Debt Trades at 4% Off ------------------------------------ Participations in a syndicated loan under which US Renal Care Incorporated is a borrower traded in the secondary market at 96.5 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.11 percentage points from the previous week. US Renal pays 425 basis points above LIBOR to borrow under the $175 million facility. The bank loan matures on November 17, 2022. 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, November 2. VERITY HEALTH: Dec. 11 Auction of All Assets of Hospital Affiliates ------------------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California authorized the bidding procedures of Verity Health System of California, Inc., and its affiliated debtors, and their Asset Purchase Agreement dated Oct. 1, 2018 with purchaser, the County of Santa Clara, in connection with the sale of all hospital assets for approximately $235 million, subject to adjustment, subject to overbid. A hearing on the Motion was held on Oct. 24, 2018 at 10:00 a.m. The sale will be free and clear of all claims, liens and encumbrances. The California Attorney General's request for a continuance of the hearing on the Motion is denied. The County of Santa Clara or an affiliate to be designated is approved to be and designated as the Stalking Horse Purchaser as to the Purchased Assets, and the form of the Stalking Horse APA is approved. The Bid Protections are approved. If the Stalking Horse Purchaser is not the Successful Bidder as to the Purchased Assets and is not then in breach, has not terminated its Stalking Horse APA to purchase the Offered Assets (based on due diligence or other contingency), has otherwise completed due diligence by the Bid Deadline, and is then able to consummate the transaction, the Stalking Horse Purchaser will be paid at closing of the sale of the Purchased Assets (i) an amount in cash equal to $9.4 million, and (ii) any reasonably documented reasonable costs and expenses incurred by Stalking Horse Purchaser related to its due diligence, and pursuing, negotiating, and documenting the Sale up to an amount in cash not to exceed $2.35 million. For the avoidance of doubt, neither the Break-Up Fee nor the Expense Reimbursement will become payable until such time as (i) the 45-day due diligence period granting to the Stalking Horse Purchaser of the Stalking Horse APA has expired or been waived by the Stalking Horse Purchaser; and (ii) the condition precedent set forth in the Stalking Horse APA with respect to the consent of Santa Clara County has been satisfied or waived by the Stalking Horse Purchaser. The Partial Bid Deadline is Nov. 30, 2018 at 4:00 p.m. (PT). The Bid Deadline is Dec. 5, 2018 at 4:00 p.m. (PT). The Partial Bid Auction with respect to bids for less than all the Purchased Assets will be held on Dec. 10, 2018 at 10:00 a.m. (PT) at the offices of Dentons US LLP, 601 South Figueroa Street, Suite 2500, Los Angeles, CA 90017, or at such other location as will be identified in a notice filed with the Court at least 24 hours before auction with respect to all or substantially all of the Purchased Asset. The Stalking Horse Purchaser and any Qualified Bidder bidding on all of the Purchased Assets will not be required to attend the Partial Bid Auction. The Full Bid Auction, if necessary, will be held on Dec. 11, 2018 at 10:00 a.m. (PT) at the offices of Dentons US LLP, 601 South Figueroa Street, Suite 2500, Los Angeles, CA 90017, or at such other location as will be identified in a notice filed with the Court at least 24 hours before the Auction. The Debtors, after consultation with the Consultation Parties, will determine which Full Bids or Partial Bid(s) is the highest and otherwise best offer for the Purchased Assets, giving effect to the Break-Up Fee and Expense Reimbursement payable to the Stalking Horse Purchaser, as well as any additional liabilities or Cure Amounts to be assumed by the Stalking Horse Purchaser or another Qualified Bidder and any additional costs which may be imposed on the Debtors. The Sale Hearing will be held on Dec. 18, 2018, at 10:00 a.m. (PT). The Sale Objection Deadline is Dec. 14, 2018 at 12:00 p.m. (PT). The Debtors will file with the Court and serve the Cure Notice (along with a copy of the Bidding Procedures Order) upon each counterparty to the Assumed Executory Contracts by no later than Nov. 12, 2018. The Assumption Objection Deadline is no later than 4:00 p.m. (PT) on Nov. 29, 2018. All proceeds of the Sale will be paid by the Successful Bidder to the Debtors and such proceeds will be deposited in accordance with paragraph 4 of the Final DIP Order, and all liens, claims, interests and encumbrances on the Purchased Assets sold pursuant to the Sale will attach to the proceeds of Sale with the same force, effect, validity and priority as such liens, claims, interests and encumbrances had on such Purchased Assets prior to the Closing, subject to the liens and security interests of the DIP Lender and the Prepetition Secured Creditors under the relevant intercreditor agreements, applicable law and the Final DIP Order, as applicable. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, 9014, or otherwise, the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Verity_Health_714_Order.pdf About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The official committee of unsecured creditors formed in the case retained Milbank, Tweed, Hadley & McCloy LLP as counsel. WIDEOPENWEST FINANCE: Bank Debt Trades at 4% Off ------------------------------------------------ Participations in a syndicated loan under which WideOpenWest Finance LLC is a borrower traded in the secondary market at 96.44 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.22 percentage points from the previous week. WideOpenWest Finance pays 325 basis points above LIBOR to borrow under the $204 million facility. The bank loan matures on August 16, 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, November 2. WINDSTREAM CORPORATION: Bank Debt Trades at 7% Off -------------------------------------------------- Participations in a syndicated loan under which Windstream Corporation is a borrower traded in the secondary market at 93.13 cents-on-the-dollar during the week ended Friday, November 2, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.72 percentage points from the previous week. Windstream Corporation pays 425 basis points above LIBOR to borrow under the $74 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, November 2. WWEX UNI: S&P Lowers Issuer Credit Rating to 'B-', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on WWEX UNI Intermediate Holding LLC 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 senior secured revolver and first-lien term loan to 'B-' from 'B'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. "In addition, we lowered our issue-level rating on the company's senior secured second lien term loan to 'CCC' from 'CCC+'. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The downgrade reflects the increase in debt leverage above our previous expectations in connection with the proposed debt-financed dividend. We expect this transaction will result in pro forma adjusted debt to EBITDA of more than 7x in 2018. Through both acquisition and organic growth, along with integration initiatives, we believe WWEX will increase earnings and reduce adjusted debt leverage below 7x by year-end 2019. Despite our expectation for moderate improvement, we believe credit measures will remain appropriate for the 'B-' rating over the next 12 months. "The stable outlook on WWEX reflects our expectation that during the next 12 months the company will continue to benefit from its franchise acquisition strategy, which will further increase both its revenue and earnings. Although debt leverage will likely remain elevated following the proposed transaction, we expect the company's key financial ratios to strengthen over the next few years, reflecting the company's increasing profitability as a result of cost-saving initiatives for the combined company. Our forecast does not incorporate any further debt-financed dividends or large acquisitions. "We could lower our rating on WWEX in the next 12 months if the company pursued additional debt-financed shareholder returns or acquisitions that led to negative free operating cash flow or experienced constrained liquidity or if we viewed the capital structure as unsustainable. In addition, we could lower the rating if we believed the company to be vulnerable and dependent upon favorable business, financial, and economic conditions to meet its financial commitments. Although not expected, this could occur if the industry's competitive dynamics shifted such that WWEX were unable to honor its agreement with UPS. "Though unlikely over the next 12 months, we could raise our rating if its FFO-to-debt ratio improved above 9% while its debt leverage remained below 6.5x for a sustained period. We would also need to believe the company's financial sponsor would allow it to maintain this improvement. This could occur because of a stronger-than-expected level of revenue and cash flow due to stronger-than-expected end-market demand, that allows management to use a greater level of free cash flow for debt reduction than we currently assume." ********* 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. 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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. 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