/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160128.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 28, 2016, Vol. 20, No. 28 Headlines ABAKAN INC: Enters Into Satisfaction Agreement with Creditors AEMETIS INC: Sprott Inc., et al., Report 5.9% Stake as of Dec. 31 ALVION PROPERTIES: Committee Taps Bryan Cave as Local Counsel ALVION PROPERTIES: Committee Taps Pachulski Stang as Counsel ALVION PROPERTIES: Panel Wants to Tap Giulano Miller as Advisors ALVION PROPERTIES: Robert Eggmann Approved as Disbursing Agent AMERICAN APPAREL: Announces Approval of Prearranged Plan AMERICAN APPAREL: Tapped Marcum LLP as Auditors AMERICAN APPAREL: Tapped Moss Adams as Accountants AMERICAN AXLE: BlackRock Reports 8.3% Stake as of Dec. 31 AMERICAN POWER: Extends Iowa Bank Credit Maturity to April 15 ANACOR PHARMACEUTICALS: Eagle Asset Has 2.2% Stake as of Dec. 31 BEAZER HOMES: BlackRock Holds 8.6% Equity Stake as of Dec. 31 BERRY PLASTICS: BlackRock Reports 5.9% Stake as of Dec. 31 BOOMERANG SYSTEMS: DIP Loan Amended Amid Move to Liquidate BOOMERANG SYSTEMS: Files Ch. 11 Plan of Liquidation BOOMERANG SYSTEMS: Proposes Game Over-Led Auction on March 23 BOWIE RESOURCE: S&P Affirms 'B' CCR & Rates $650MM Loan 'BB-' BROADVIEW NETWORKS: BlackRock Holds 8.8% Stake as of Dec. 31 BUILDERS FIRSTSOURCE: Stadium Capital, et al., Report 6.4% Stake BUNKERS INT'L: Taps Cavus & Coskunsu as Collections Counsel CARDIAC SCIENCE: $900,000 Carve-Out Challenged by U.S. Trustee CARDIAC SCIENCE: Defends $900,000 Carve-Out for Committee CAREFREE WILLOWS: Court Approves Dentons US as Trustee's Counsel CAREFREE WILLOWS: Court Okays Brian Shapiro as Trustee's Counsel CENTRAL METAL: Anti-SLAPP Ruling in Central Bank Suit Affirmed CHAMPION INDUSTRIES: Marshall Reynolds Owns 53.7 of CL-A Shares CHAPARRAL ENERGY: S&P Revises Rating to 'CCC+', Outlook Negative CHARMING CHARLIE: S&P Puts 'B-' CCR on CreditWatch Negative CHINOOK USA: Suits Against Duck Commander Consolidated CROSBY NATIONAL: Venue Transfer Serves Best Interest, Judge Says DF SERVICING: Meeting of Creditors Set for Feb. 1 EAGLE MOUNTAIN: Net Losses Raise Going Concern Doubt EAST ORANGE GENERAL: Deadline to Remove Suits Extended to May 9 EMPIRE RESORTS: Rights Offering Expires February 10 ENERGY FUTURE: Kirkland & Ellis' Fees on Chapter 11 Nearing $150M EXELIXIS INC: Meditor Group Reports 9.7% Stake as of Dec. 31 GELTECH SOLUTIONS: Expects 2016 Wildland Revenues of $2M-2.5M GOODRICH PETROLEUM: Commences Exchange Offers to Avoid Ch. 11 GREAT LAKES COMNET: Appoints KCC as Claims and Noticing Agent GREAT LAKES COMNET: Asks for 21-Day Extension to File Schedules GREAT LAKES COMNET: Seeks Approval of $5.5 Million DIP Financing GREAT LAKES COMNET: Seeks Joint Administration of Cases HAMPSHIRE GROUP: Elliott Davis Expresses Going Concern Doubt HAVERHILL CHEMICALS: Has Deal with BofA on 9th Amended Budget HEALTHWAREHOUSE.COM INC: Renews Senior Secured Debt With Melrose HELLAS TELECOMMS: Cos. Want PE Row Over $565M Judgment Tossed HONG KONG ENTERTAINMENT: U.S. Trustee Balks at First Day Motions HYPNOTIC TAXI: Bank OK'd to Attach Real Estate Entities to Trusts HYUN UM: Spokane Rock Wins Partial Summary Judgment IMEDICOR INC: Cross Fernandez Expresses Going Concern Doubt INTERNATIONAL SUPPLY: Reports Total Assets of $11.2 Million ISIGN SOLUTIONS: Effects 1-for-1,250 Reverse Common Stock Split KSL MEDIA: Suit Against Landau Gottfried Remanded to Bankr. Court LIQUID HOLDINGS: Files Chapter 11 Bankruptcy Petition LONESTAR GEOPHYSICAL: Can Use Frontier Cash Collateral Until Feb. LONG RUN: Forbearance Agreement Extended to Jan. 29 LYONDELL CHEMICAL: Court Dismisses Count 4 of Suit vs. Blavatnik MICHAEL KING FOUNDATION: Case Summary & 4 Top Unsecured Creditors MIDSTATES PETROLEUM: R/C IV Eagle Reports 24% Stake as of Jan. 22 MILAGRO OIL: Has Until Feb. 10 to Decide on Unexpired Leases MILAGRO OIL: Has Until Feb. 10 to Remove Causes of Action MILLENNIUM LAB: Appeal from Confirmation Order Does to 3rd Cir. MOLYCORP INC: Judge Limits News Leak Hunt MONAKER GROUP: Appoints New CFO and COO for Next Phase of Growth NEW GULF RESOURCES: Wants to Assume Backstop Note Purchase Deal NUO THERAPEUTICS: Approval of Equity Transfer Procedures Sought NUO THERAPEUTICS: Files for Ch. 11 to Sell All Assets NUO THERAPEUTICS: Obtains $9-Mil. DIP Commitment From Deerfield NUO THERAPEUTICS: Taps Epiq as Claims and Noticing Agent PACIFIC RECYCLING: Court Approves Vanden Bos as Special Counsel PRIVA TECHNOLOGIES: Pro Marketing Has Superior Claim, 6th Cir. Says RECYCLING INC: Case Summary & 12 Largest Unsecured Creditors RELATIVITY MEDIA: Completes Post-Emergence Financing Commitments RELATIVITY MEDIA: Unsecured Creditors Vote In Favor of Plan SUN BANCORP: Written Agreement with OCC Terminated TALA JEWELERS: Case Summary & 20 Largest Unsecured Creditors TECHPRECISION CORP: Extends Revere Loan Maturity to Jan. 2018 TRANSGENOMIC INC: Has Resale Prospectus of 1.1M Common Shares TRANSGENOMIC INC: Has Resale Prospectus of 7.2M Common Shares UNIVERSAL SECURITY: History of Losses Raises Going Concern Doubt VARIANT HOLDING: FX3 Debtors Seek to Use Cash Collateral VARIANT HOLDING: H14 Debtors Seek to Use Cash Collateral VARIANT HOLDING: Meeting of Creditors Set for Feb. 11 VARIANT HOLDING: Oaks at Stonecrest Seeks to Use Cash Collateral VARIANT HOLDING: Proposes $20MM Add'l Financing for Subsidiaries VARIANT HOLDING: Units File for Ch. 11 to Pursue $190-Mil. Sale VERSO CORPORATION: Files for Ch. 11 Amid Decline in Paper Demand VERSO CORPORATION: Has Restructuring Support Agreement, Financing VERSO CORPORATION: Proposes Procedures to Protect NOLs VERSO CORPORATION: Says Ch. 11 Won't Impact Daily Business VERSO CORPORATION: Wants to Pay $30-Mil. Critical Vendor Claims WHISKEY ONE: Plan Filing Deadline Extended to Feb. 10 WORLDWIDE TRANSPORTATION: Case Summary & Top Unsecured Creditors YELLOW CAB CO-OP: Files for Chapter 11 Bankruptcy Protection [*] Carl Marks Advisors Announces Three Promotions [*] Fla. Bankruptcy Judge Jails Atty. Over Trust Fund Accounting [*] O'Melveny & Myers Named Among BLaw360's 2015 Bankruptcy Group [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* ABAKAN INC: Enters Into Satisfaction Agreement with Creditors ------------------------------------------------------------- The Receiver of Abakan, Inc. on Jan. 20 disclosed that on January 4, 2016, Abakan and MesoCoat Inc. entered into a Satisfaction and Assignment Agreement with secured creditors George Town, SA and Sonoro Invest S.A., as well as unsecured creditors Joseph T. Eberhard, and David van der Gulik, Warren Lydon, Philip Graves, Paul Ammon, Ammon & Associates and Vladimir Chernyakov, reflecting the terms of the Court Approved Transaction. Pursuant to the Satisfaction Agreement, Abakan transferred 77.5% of the outstanding stock and ownership in MesoCoat to the Creditors in satisfaction of approximately $6.24 million of claims by the Creditor's against Abakan and MesoCoat. Under the terms of the Satisfaction Agreement, George Town received 38.75% of MesoCoat's outstanding stock, Sonoro received 28.17% of MesoCoat's outstanding stock, Eberhard received 7.44% of MesoCoat's outstanding stock and the Abakan Petitioning Creditors received an aggregate of 3.14% of MesoCoat's outstanding stock. Abakan retained 22.5% of MesoCoat's outstanding stock. In addition, MesoCoat agreed to pay in full the claims of certain creditors of MesoCoat in the aggregate amount of approximately $41,900 within 14 days of execution of the Satisfaction Agreement. Further, pursuant to the Satisfaction Agreement, the Receiver will continue to serve as receiver over MesoCoat and Abakan for 91 days following the date of the Settlement Agreement. MesoCoat is continuing to pay other creditors in the ordinary course of business. The agreement was entered into after proposed settlement transactions were considered at a hearing on December 16, 2015 at the United States District Court for the Southern District of New York. For any questions of the Abakan and MesoCoat Receiver, please contact David G. Liston, Esq., general counsel to the Receiver, at 212-822-0160, or Thomas Messana, Esq., bankruptcy counsel to the Receiver at 954-712-7400. For any questions of counsel for the petitioning unsecured creditors, please contact Linda Leali, Esq. at 305-341-0671. For any questions of counsel for the Abakan board of directors, please contact Geoffrey Aaronson, Esq. at 786-594-3528. Abakan Inc. designs, develops, manufactures, and markets advanced nano-composite materials, fabricated metal products, highly engineered metal composites and engineered reactive materials. The Company serves the oil and gas, petrochemical, mining, aerospace and defense, energy, infrastructure, and processing industries. AEMETIS INC: Sprott Inc., et al., Report 5.9% Stake as of Dec. 31 ----------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Sprott Inc. and Sprott Private Credit Trust disclosed that as of Dec. 31, 2015, they beneficially own 1,151,373 common shares of Aemetis, Inc., representing 5.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/4lhnIc About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. For the nine months ended Sept. 30, 2015, the Company recorded a net loss of $20.7 million on $111 million of revenues compared to net income of $10.9 million on $166 million of revenues for the same period a year ago. As of Sept. 30, 2015, the Company had $87.0 million in total assets, $116 million in total liabilities, and a $29.02 million total stockholders' deficit. ALVION PROPERTIES: Committee Taps Bryan Cave as Local Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Alvion Properties, Inc., sought and obtained authority from the Bankruptcy Court to retain Bryan Cave LLP as its local counsel effective as of Oct. 26, 2015. Bryan Cave will assist the Committee to respond quickly and substantively to the issues that may arise in the case, including filing of the Committee's objection to the First Amended Disclosure Statement. Additionally, Bryan Cave is expected to, among other things: a. assist in any efforts to sell assets of the Debtor in a manner that maximizes value for unsecured creditors; b. review and investigate the liens of purported secured parties; c. review and investigate any prepetition transactions of the Debtor. The hourly rates of Bryan Cave professionals anticipated to primarily provide services to the Committee are: Stephanie Wickouski, partner $850 Daniel C. Nester, partner $535 Michelle McMahon, partner $655 Laura Uberti Hughes, associate $405 Susan Reiss, paralegal $245 Bryan Cave has not been paid any retainer against which to bill fees and expenses with respect to the case. To the best of the Committee's knowledge, neither Bryan Cave, nor any of its attorneys, represent any interest adverse to that of the Committee in the matters on which they are to be retained. The Firm can be reached at: BRYAN CAVE LLP Daniel C. Nester, Esq. Laura Uberti Hughes, Esq. One Metropolitan Square 211 N. Broadway, Suite 3600 St. Louis, MO 63102 Telephone: (314)259-2000 Facsimile: (314)259-2020 E-mail: dcnester@bryancave.com laura.hughes@bryancave.com About Alvion Properties Alvion Properties, Inc., is a Virginia corporation formed in 1995 with the placement of real property and mineral rights it owns today. Alvion owns 1,295 acres of undeveloped land, with significant coal reserves along with timber and building stone, in Scott County, Virginia. Alvion also owns an additional 3,219 Acres of mineral rights in property north of its fee simple ownership. The current stockholders are Harold M. (Jack) Reynolds and Shirley Medley. Mr. Reynolds owns several entities involved in the coal business. Shirley and her family also owned coal mines from 1970 to 2010. Alvion Properties filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ill. Case No. 15-40462) on May 14, 2015. Karnes Medley, the president, signed the petition. The Debtor disclosed total assets of $1 billion and total debts of $2.7 million in its petition. Antonik Law Offices serves as the Debtor's counsel. The meeting of creditors was held on June 17, 2015. The U.S. trustee overseeing the Chapter 11 case of Alvion Properties appointed four creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP and Bryan Cave LLP represent the Creditors Committee. ALVION PROPERTIES: Committee Taps Pachulski Stang as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 case of Alvion Properties, Inc., sought and obtained permission from the Bankruptcy Court to retain Pachulski Stang Ziehl & Jones LLP as counsel effective as of Oct. 26, 2015. As counsel, PSZJ will, among other things: a. assist, advise, and represent the Committee in its consultations with the Debtor regarding the administration of the case; b. assist, advise, and represent the Committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; and c. assist, advise, and represent the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts. PSZJ will paid for its services on an hourly basis, and reimbursed for actual, necessary expenses and other charges incurred by the Firm. The primary PSZJ professionals and paralegals presently designated to represent the Committee and their standard hourly rates are: Bradford J. Sandler $825 Shirley S. Cho $750 Patricia Jeffries $305 To the best of the Committee's knowledge, neither the Firm, nor any of its attorneys represent any interest adverse to that of the Committee in the matters on which they are to be retained. The Firm can be reached at: PACHULSKI STANG ZIEHL & JONES LLP Bradford J. Sandler, Esq. Shirley S. Cho, Esq. 919 North Market St., 17th Fl. Wilmington, DE 19801 Telephone: (302)652-4100 Facsimile: (302)652-4400 E-mail: bsandler@pszjlaw.com scho@pszjlaw.com About Alvion Properties Alvion Properties, Inc., is a Virginia corporation formed in 1995 with the placement of real property and mineral rights it owns today. Alvion owns 1,295 acres of undeveloped land, with significant coal reserves along with timber and building stone, in Scott County, Virginia. Alvion also owns an additional 3,219 acres of mineral rights in property north of its fee simple ownership. The current stockholders are Harold M. (Jack) Reynolds and Shirley Medley. Mr. Reynolds owns several entities involved in the coal business. Shirley and her family also owned coal mines from 1970 to 2010. Alvion Properties filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ill. Case No. 15-40462) on May 14, 2015. Karnes Medley, the president, signed the petition. The Debtor disclosed total assets of $1 billion and total debts of $2.7 million in its petition. Antonik Law Offices serves as the Debtor's counsel. The meeting of creditors was held on June 17, 2015. The U.S. trustee overseeing the Chapter 11 case of Alvion Properties appointed four creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP and Bryan Cave LLP represent the Creditors Committee. ALVION PROPERTIES: Panel Wants to Tap Giulano Miller as Advisors ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the bankruptcy case of Alvion Properties, Inc., seeks to retain Giulano, Miller & Company, LLC, as its financial advisor, effective as of November 17, 2015. The services GMC may be required to render for the Committee include: -- assisting the Committee in complying with its duties under Sec. 1103 of the Bankruptcy Code; -- analyzing the financial operations of the Debtor as necessary; -- conducting any requested financial analysis including verifying the material assets and liabilities of the Debtor, as necessary, and their values; -- analyzing transactions with insiders, related and/or affiliated companies; -- analyzing the Debtor's proposed sale transaction; -- analyzing any plan of reorganization; -- analyzing transactions with the Debtor's financing transactions; and -- assisting counsel in preparing for any depositions and testimony. GMC's current hourly rates are: Senior Member $625 Managers $450 - $475 Senior Staff $375 - $395 Staff $250 - $295 Paraprofessionals $160 - $180 GMC has advised the Committee that it neither (i) holds an adverse interest in connection with the Debtor's case, nor (ii) represents any other entity having an adverse interest in connection with the Debtor's case. GMC and its members are "disinterested persons" within the meaning of Section 101(14) of Title 11, United States Code. UST Reacts Nancy J. Gargula, the U.S. Trustee for Region 10, opposes the GMC Application, asserting that the Committee failed to state the specific facts showing the necessity for the employment of a financial advisor. Mark D. Skaggs, trial attorney for the U.S. Trustee, contends that given the simplistic nature of the case, the Committee Counsel should be more than adequately skilled to determine the financial issues with regard to the Debtor's Motion to Sell its Assets and ultimately the proposed bankruptcy plan. Mr. Skaggs notes that the most difficult part of the transaction has already been accomplished -- the money to complete the purchase is present and ready. He cites that the net proceeds from the Motion to Sell used to pay the creditor claims are expected to be more than $6 million. Committee Replies Back In response to the U.S. Trustee's Objection, the Committee maintains that it needs the advice of a financial advisor with a tax specialization in order to evaluate the Debtor's "721 Transaction." The Committee cites that the Debtor, under its bankruptcy plan, is proposing to complete a very complicated sale transaction under Internal Revenue Code Section 721 that would actually transfer the Debtor's assets outside the Debtor's bankruptcy estate and beyond the jurisdiction of the Bankruptcy Court. The GCM Firm can be reached at: Guilano Miller & Company 140 Bradford Dr # C, West Berlin, NJ 08091, United States Attn: Alfred T. Giulano Email: atgiuliano@giulianomiller.com The U.S. Trustee is represented by: Mark D. Scraggs United States Department of Justice Office of the United States Trustee 401 Main Street, Suite 1100 Peoria, IL 61602 Tel No: (309) 671-7857 Fax No: (309) 671-7857 Email: Mark.D.Skaggs@usdoj.gov The Creditors Committee is represented by Daniel C. Nester, Esq. and Laura Uberti Hughes, Esq. of BRYAN CAVE LLP, and Bradford J. Sandler, Esq., and Shirley S. Cho, Esq. of PACHULSKI STANG ZIEHL & JONES LLP. About Alvion Properties Alvion Properties, Inc., is a Virginia corporation formed in 1995 with the placement of real property and mineral rights it owns today. Alvion owns 1,295 acres of undeveloped land, with significant coal reserves along with timber and building stone, in Scott County, Virginia. Alvion also owns an additional 3,219 acres of mineral rights in property north of its fee simple ownership. The current stockholders are Harold M. (Jack) Reynolds and Shirley Medley. Mr. Reynolds owns several entities involved in the coal business. Shirley and her family also owned coal mines from 1970 to 2010. Alvion Properties filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ill. Case No. 15-40462) on May 14, 2015. Karnes Medley, the president, signed the petition. The Debtor disclosed total assets of $1 billion and total debts of $2.7 million in its petition. Antonik Law Offices serves as the Debtor's counsel. The meeting of creditors was held on June 17, 2015. The U.S. trustee overseeing the Chapter 11 case of Alvion Properties appointed four creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP and Bryan Cave LLP represent the Creditors Committee. ALVION PROPERTIES: Robert Eggmann Approved as Disbursing Agent -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Illinois appointed Robert Eggmann as disbursing agent for Alvion Properties, Inc. The Court's findings stated that Desai Eggmann Mason, LLC, its members and associates, are disinterested persons; and any objections to the motion had been resolved, including that of the Official Committee of Unsecured Creditors. The Court also ordered that Mr. Eggmann will not disburse any of the Debtor's funds, unless and until a further order is entered directing the disbursement of the funds. Mr. Eggman will also serve as the initial manager under the proposed operating agreement to be entered into by the Debtor under the order authorizing sale of real property. As reported by The Troubled Company Reporter on Oct. 30, 2015, the Court authorized the Debtor to appoint Robert Eggman, Esq., at Desai Eggman Mason LLC, as disbursing agent. The Debtor said it desires to have a disbursing agent receive the proceeds and ultimately make distribution of the proceeds to its creditors pursuant to a confirmed Chapter 11 plan or order to disburse on the approval of the sale of assets. The Debtor noted Mr. Eggman will charge the firm $360 per hour. The Debtor said the firm's associates and paralegals will bill $230 and $170 per hour, respectively. The Debtor added the rate are good until Dec. 31, 2015. Mr. Eggman assured the Court that the firm he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Committee is represented by: Daniel C. Nester, Esq. Laura Uberti Hughes, Esq. BRYAN CAVE LLP One Metropolitan Square 211 N. Broadway, Suite 3600 St. Louis, MO 63102 Tel: (314) 259-2000 Fax: (314) 259-2020 E-mails: dcnester@bryancave.com laura.hughes@bryancave.com -- and -- Bradford J. Sandler, Esq. Shirley S. Cho, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market St., 17 th Fl. Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 fax E-mail: bsandler@pszjlaw.com scho@pszjlaw.com About Alvion Properties Alvion Properties, Inc., is a Virginia corporation formed in 1995 with the placement of real property and mineral rights it owns today. Alvion owns 1,295 acres of undeveloped land, with significant coal reserves along with timber and building stone, in Scott County, Virginia. Alvion also owns an additional 3,219 acres of mineral rights in property north of its fee simple ownership. The current stockholders are Harold M. (Jack) Reynolds and Shirley Medley. Mr. Reynolds owns several entities involved in the coal business. Shirley and her family also owned coal mines from 1970 to 2010. Alvion Properties filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ill. Case No. 15-40462) on May 14, 2015. Karnes Medley, the president, signed the petition. The Debtor disclosed total assets of $1 billion and total debts of $2.7 million in its petition. Antonik Law Offices serves as the Debtor's counsel. The meeting of creditors was held on June 17, 2015. The U.S. trustee overseeing the Chapter 11 case of Alvion Properties appointed four creditors to serve on the official committee of unsecured creditors. AMERICAN APPAREL: Announces Approval of Prearranged Plan -------------------------------------------------------- American Apparel, Inc., a manufacturer, distributor, and retailer of branded fashion-basic apparel, on Jan. 25 disclosed that its amended prearranged plan of reorganization has been confirmed by the U.S. Bankruptcy Court for the District of Delaware. With the Court's approval, the Company is now focused on exiting Chapter 11 and fully implementing its strategy. Paula Schneider, American Apparel's Chief Executive Officer, commented, "The confirmation of our plan is a great accomplishment for American Apparel. This is a new day for the Company, and a positive outcome for our customers, vendors and employees. With this milestone behind us, we are now fully focused on executing our turnaround strategy as we continue working to drive revenue across our wholesale, retail and e-commerce businesses; create innovative, new and relevant products; launch new design and merchandising initiatives; and continue to deliver innovative and inclusive award-winning marketing campaigns." Upon the Amended Plan becoming effective, the Company's secured lenders will convert $230 million of secured debt into equity, provide $40 million of exit financing, in the form of debt and equity, and provide a $40 million asset-backed loan. This $80 million of incremental liquidity will support the turnaround plan, and interest expense will decrease by $20 million, Additionally, the Company will become privately-held. Ms. Schneider added, "We would like to thank our investors, our customers, and our employees for their loyalty and support during our restructuring. I know we can work towards a new future for the Company and concentrate on what matters: making and selling great clothing, with a social conscience." Andrew J. Herenstein, a co-founder of Monarch Alternative Capital LP, a member of the Committee of Lead Lenders, said: "We are pleased that the Amended Plan has been confirmed and look forward to continuing to partner with the Company's management team and all its stakeholders to build a better and stronger American Apparel." American Apparel's legal advisor in connection with the restructuring is Jones Day. FTI Consulting serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. * * * The Debtors filed a proposed Joint Plan of Reorganization that contemplates converting more than $200 million of senior notes into equity interests of the reorganized American Apparel. On Nov. 20, 2015, the Court approved the Disclosure Statement and set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation hearing. On Jan. 10, the Debtors received a letter from former CEO Dov Charney disclosing a proposed $300 million alternative transaction that will be funded by Hagan Capital Group and Silver Creek Capital Partners but American Apparel rejected the proposal. On Jan. 25, 2016, the Court held a telephonic hearing, granting confirmation of the Debtors' First Amended Plan, provided certain revisions were made to the First Amended Plan and the proposed confirmation order. AMERICAN APPAREL: Tapped Marcum LLP as Auditors ----------------------------------------------- American Apparel, Inc., et al., sought and obtained authority from the Bankruptcy Court to hire Marcum LLP as their auditors, nunc pro tunc to Dec. 8, 2015. The Debtors required Marcum's auditing services in connection with their third quarter and year-end financial statements. Marcum's fees will be subject to these caps during the period the Debtors are in bankruptcy: -- $110,000 for the "Third Quarter Review Work" and -- $750,000 for the "Year-End Audit Work". The "Third Quarter Review Work" refers to the review of the condensed consolidated balance sheet of American Apparel, Inc. as of September 30, 2015 and the related condensed consolidated statements of operations, comprehensive income (loss) and cash flows for each of the quarterly periods then ended, which will be included within and made part of American Apparel, Inc.'s Form 10-Q. The "Year-End Audit Work" refer to the audit of the consolidated balance sheet of American Apparel, Inc. as of December 31, 2015 and the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for the year then ended. In the event that the Debtors believe there is cause for Marcum to exceed the caps, the Debtors may file a notice seeking to exceed the caps, to which parties shall have 15 days to object. Marcum's hourly rates are: Partners $540-$680 average rate per hour Directors, Senior Managers $305-$535 average rate per hour and Managers Supervisors $225-$295 average rate per hour Seniors & Staff $160-$225 average rate per hour The Debtors are authorized to pay Marcum a $100,000 retainer for the Year-End Audit Work and a $55,000 retainer for the Third Quarter Review Work. During the period the Debtors are in bankruptcy, Marcum will not charge the Debtors an administrative fee of 3% of Marcum's professional fees as an allocation of overhead expenses that are not billed as direct reimbursable expenses. James Aspromonti, a partner at Marcum LLP, assured the Court that his firm is a "disinterested person" as defined by Sec. 101(14) of the Bankruptcy Code. The Firm can be reached at: MARCUM LLP James Aspromonti, CPA 10 Melville Park Road Melville‚ NY 11747 Tel No.: (631) 414-4220 E-mail: james.aspromonti@marcumllp.com About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. * * * The Debtors filed a proposed Joint Plan of Reorganization that contemplates converting more than $200 million of senior notes into equity interests of the reorganized American Apparel. On Nov. 20, 2015, the Court approved the Disclosure Statement and set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation hearing. On Jan. 10, the Debtors received a letter from former CEO Dov Charney disclosing a proposed $300 million alternative transaction that will be funded by Hagan Capital Group and Silver Creek Capital Partners but American Apparel rejected the proposal. On Jan. 25, 2016, the Court held a telephonic hearing, granting confirmation of the Debtors' First Amended Plan, provided certain revisions were made to the First Amended Plan and the proposed confirmation order. AMERICAN APPAREL: Tapped Moss Adams as Accountants -------------------------------------------------- American Apparel, Inc., et al., sought and obtained Bankruptcy Court authority to employ Moss Adams LLP as accountants, nunc pro tunc to the Petition Date. Services to be provided by Moss Adams to the Debtors include: a. Preliminary calculation of the basis under IRC 961 for the wholly owned foreign subsidiaries for purposes of estimating tax basis used in the net unrealized built-in-gain or loss computation; b. Computing federal taxable income for the next four years, (including for tax years 2015-2018); c. Analysis of the Debtors' balance sheet to estimate if there is a net unrealized built in gain or net uiuealized built in loss based on information, including valuations, provided by the Debtors. The analysis will include updating the tax basis balance sheet of the affiliates of the US consolidated tax group; d. Determination whether 26 U.S.C. Sec. 382(1)(5) will be available to the Debtors. The analysis will involve determining the relevant share ownership interest of the historical creditors and when they become creditors; e. Determination whether 26 U.S.C. Sec. 382(1)(5) is the projection of net operating losses under the scenario where Sec. 382(1)(5) applies versus where Sec. 382(1)(6) applies, based on information, including valuations, provided by the Debtors; f. Preliminary calculations to determine the reduction of tax attributes from the discharge of indebtedness of each US subsidiary. The calculation will require the computation of the stock basis of each US subsidiary; g. Prepare calculations regarding the U.S. income tax implications of select alternative restructuring plans identified by the Debtors and their other advisors; and h. Providing the Debtors and their other advisors information based on Moss Adams' knowledge of the Debtors from tax return preparation done in prior years. Moss Adams' hourly rates for its services are: Partner $575 Director $510 Senior Manager $450 Manager $350 Senior $225 Staff $190 The Firm will also be seeking reimbursement of its actual and necessary costs associated with the engagement. Moss Adams has provided prepetition services to the Debtors. During the 90-day period prior to the filing of the Debtors' cases, Moss Adams received $153,260 from the Debtors for professional fees, charges and disbursements incurred prior to the Petition Date. Furthermore, prior to the Petition Date, Moss Adams received prepetition advance payments from the Debtors in the amount of $43,500, which were applied in full to prepetition billings. As of the Petition Date, the Debtors owe Moss Adams approximately $131,664.40. Moss Adams has waived its prepetition claim. Bill Sturges, a partner at Moss Adams, assured the Court that his firm is a "disinterested person" as defined by Sec. 101(14) of the Bankruptcy Code. The Firm can be reached at: MOSS ADAMS LLP Bill Sturges, partner Tel No: (310) 481-1218 E-mail: bill.sturges@mossadams.com About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. * * * The Debtors filed a proposed Joint Plan of Reorganization that contemplates converting more than $200 million of senior notes into equity interests of the reorganized American Apparel. On Nov. 20, 2015, the Court approved the Disclosure Statement and set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation hearing. On Jan. 10, the Debtors received a letter from former CEO Dov Charney disclosing a proposed $300 million alternative transaction that will be funded by Hagan Capital Group and Silver Creek Capital Partners but American Apparel rejected the proposal. On Jan. 25, 2016, the Court held a telephonic hearing, granting confirmation of the Debtors' First Amended Plan, provided certain revisions were made to the First Amended Plan and the proposed confirmation order. AMERICAN AXLE: BlackRock Reports 8.3% Stake as of Dec. 31 --------------------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2015, it beneficially owns 6,318,118 shares of common stock of American Axle & Manufacturing Holdings Inc. representing 8.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/OVW0En About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. As of Sept. 30, 2015, the Company had $3.39 billion in total assets, $3.17 billion in total liabilities, and $227 million in total stockholders' equity. * * * In September 2012, Moody's Investors Service affirmed the 'B1' Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of American Axle. American Axle carries a 'BB-' corporate credit rating from Standard & Poor's Ratings Services. "The 'BB-' corporate credit rating on American Axle reflects the company's 'weak' business risk profile and 'aggressive' financial risk profile, which incorporate substantial exposure to the highly cyclical light- vehicle market," S&P said, as reported by the TCR on Sept. 6, 2012. As reported by the TCR on Sept. 1, 2014, Fitch Ratings had upgraded the Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'. The upgrade of the IDRs for AXL and AAM is supported by the fundamental improvement in the drivetrain and driveline supplier's credit profile over the past several years. AMERICAN POWER: Extends Iowa Bank Credit Maturity to April 15 ------------------------------------------------------------- American Power Group, Inc., a wholly owned subsidiary of American Power Group Corporation, and Iowa State Bank, entered into a Change of Terms Agreement, pursuant to which the maturity of APG's $500,000 Revolving Line of Credit was extended from Jan. 15, 2016, to April 15, 2016. About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ For the 12 months ended Sept. 30, 2015, the Company reported a net loss available to common shareholders of $1.04 million on $2.95 million of net sales compared to a net loss available to common shareholders of $920,000 on $6.28 million of net sales for the 12 months ended Sept. 30, 2014. As of Sept. 30, 2015, the Company had $11.1 million in total assets, $11.3 million in total liabilities, and a $226,000 stockholders' deficit. ANACOR PHARMACEUTICALS: Eagle Asset Has 2.2% Stake as of Dec. 31 ---------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Eagle Asset Management, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 970,696 shares of common stock of Anacor Pharmaceuticals, Inc., representing 2.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/hyKR0X About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. Anacor reported a net loss of $87.1 million on $20.7 million of total revenues for the year ended Dec. 31, 2014, compared with net income of $84.8 million on $17.2 million of total revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $188 million in total assets, $128 million in total liabilities, $4.95 million in redeemable common stock and $55.8 million in total stockholders' equity. BEAZER HOMES: BlackRock Holds 8.6% Equity Stake as of Dec. 31 ------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 2,859,869 shares of common stock of Beazer Homes USA Inc. representing 8.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/OJuRqx About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." As of Sept. 30, 2015, Beazer Homes had $2.42 billion in total assets, $1.79 billion in total liabilities and $630.42 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In June 2015, Moody's Investors Service upgraded Beazer Homes USA, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. As reported by the TCR on Sept. 4, 2015, Fitch Ratings had affirmed the ratings of Beazer Homes USA, Inc. (NYSE: BZH), including the company's Issuer Default Rating (IDR), at 'B-'. Beazer's 'B-' IDR reflects the company's execution of its business model in the current moderately recovering housing environment, land policies, and geographic diversity. BERRY PLASTICS: BlackRock Reports 5.9% Stake as of Dec. 31 ---------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 7,128,582 shares of common stock of Berry Plastics Group Inc. representing 5.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/ui0hG5 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a manufacturer of films and flexible packaging for food, personal care, medical, agricultural and industrial applications. * * * As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the pro-forma benefits from the recent restructuring and acquisitions. The TCR reported on Sept. 11, 2015, that Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on Evansville, Ind.-based Berry Plastics Group Inc. "The corporate credit rating affirmation reflects our view that the AVINTIV acquisition enhances Berry's operations enough to offset the additional debt incurred to fund the transaction, resulting in a neutral effect on credit quality," said Standard & Poor's credit analyst James Siahaan. BOOMERANG SYSTEMS: DIP Loan Amended Amid Move to Liquidate ---------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approved debtors Boomerang Systems, Inc., et. al.'s First Amendment to their Debtor-In-Possession Loan Agreement with Game Over Technology Investors, LLC, and amended the Court's Order authorizing the Debtors to obtain postpetition financing. The Debtors and Game Over had previously entered into a DIP Credit Agreement for the purpose of making available to the Debtors a term loan credit facility in order to fund the Debtors reorganization under Chapter 11 of the Bankruptcy Code. Since the entry of the Court's Final DIP Order, the Debtors have revised their strategy from reorganization to liquidation under Chapter 11. In light of the Debtors' revised strategy, the Debtors and Game Over modified certain terms and conditions of their Credit Agreement, including, among other things, to provide for: (a) a reduction in the overall Commitment under the Credit Agreement form $3 million to $1.75 million plus the amount of Game Over's professional fees, and (b) revisions to the conditions that must be satisfied by the Debtors before making a Borrowing Request. The Debtors said they are unable to obtain sufficient financing on more favorable terms from sources other than the DIP Lenders under the DIP Loan Documents, as amended by the First Amendment. The Debtors are unable to obtain adequate unsecured credit allowable under section 502(b)(1) of the Bankruptcy Code as an administrative expense. The Debtors are also unable to obtain secured credit allowable under Sections 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code without the Debtors granting the DIP Lenders the liens and protections afforded to them under the Final DIP Order, as amended by the First DIP Amended Order. The Debtors require the additional financing provided under the First Amendment pursuant to the terms therein and under the First DIP Amendment Order to provide for the orderly liquidation of the Debtors' assets. Judge Walrath amended the Court's Final DIP Order to reflect the new Investigation Termination Date, which was extended through and including the earlier of (i) entry of a final, and non-appealable Order Confirming a Plan of Liquidation in the cases; or (ii) March 31, 2016, without need for a further Order from the Court. Judge Walrath granted the Debtors' Motion seeking approval of the First Amendment to the DIP Loan Agreement despite the objection made by Brickellhouse Condominium Association, Inc. to the Motion. A full-text copy of the First Amendment dated Dec. 28, 2015 is available at http://is.gd/A7WrNZ BrickellHouse Condominium Association is represented by: Linda Richenderfer, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302)426-1189 Facsimile: (302)426-9193 E-mail: lrichenderfer@klehr.com About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. BOOMERANG SYSTEMS: Files Ch. 11 Plan of Liquidation --------------------------------------------------- Boomerang Systems, Inc., et al., and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the District of Delaware a joint combined disclosure statement and Chapter 11 plan of liquidation. The Plan proposes the following classification and treatment of claims: Class Treatment ----- --------- 1 - Other Priority Claims Unimpaired. Est. Allowed Amount: $71,122.96-$209,210.75. Est. Percentage Recovery: 100% 2 - Other Secured Claims Unimpaired. Est. Allowed Amount: $0. Est. Percentage Recovery: 100% 3 - LSA Claims Impaired. Est. Allowed Amount: $11,889,717. Est. Percentage Recovery: 1-10% 4 - General Unsecured Claims Impaired. Est. Allowed Amount: $5,604,626.01. Est. Percentage Recovery: 1-10% 5 - Customer Claims Impaired. Est. Allowed Amount $17,185,135.57. Est. Percentage Recovery: 1-10% 6 - Equity Interests in Impaired. Est. Allowed Amount: Boomerang Systems, Inc. N/A. Est. Percentage Recovery: 0.0% 7 - Intercompany Claims Impaired. Est. Allowed Amount: $33,571,389.51. Est. Percentage Recovery: 0.0% This Plan is premised upon, and incorporates, (i) the PrePetition Lender/Committee Settlement, a proposed settlement by and between the Committee and the LSA Lenders, and (ii) the sale of substantially all the Debtors' Sale Assets. The fundamental terms of the PrePepetition Lender Settlement provides for the allocation of proceeds received from the Sale process and from the Liquidating Trustee's administration of certain litigation assets. This allocation is intended to ensure that unsecured creditors will benefit from the efforts of the Committee and the Liquidating Trustee in administering and liquidating the Debtors' assets and litigation rights. The Debtors and the Committee propose the following confirmation schedule: Record Date - January 27, 2016 Solicitation Procedures Objections Deadline - January 27, 2016 Hearing to Approve Solicitation Procedures - January 28, 2016 Solicitation Completion Date - February 3, 2016 Deadline to File Rule 3018 Motions - February 15, 2016 Deadline to Object to Rule 3018 Motions - February 23, 2016 Deadline to Object to Confirmation and Approval of Adequacy of Disclosure - March 2, 2016 Voting Deadline - March 2, 2016 Voting Declaration - March 7, 2016 Combined Hearing - March 9, 2016 A full-text copy of the Plan is available at http://bankrupt.com/misc/BSIds0120.pdf The Debtors are represented by Garvan F. McDaniel, Esq., at Hogan McDaniel, in Wilmington, Delaware; and Jeffrey R. Gleit, Esq., at Sullivan & Worcester LLP, in New York. The Committee is represented by: Anthony M. Saccullo, Esq. Thomas H. Kovach, Esq. A. M. SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Tel: (302) 836-8877 Fax: (302) 836-8787 E-mail: ams@saccullolegal.com Kovach@saccullolegal.com About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. BOOMERANG SYSTEMS: Proposes Game Over-Led Auction on March 23 ------------------------------------------------------------- Boomerang Systems, Inc., et al., and their Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the District of Delaware to approve bidding procedures for the sale of substantially all of the Debtors' assets. The Debtors propose to pursue a sale process based on this timeline: (a) Bid Deadline: March 21, 2016 at 4:00 p.m. (b) Auction Date: March 23, 2016 at 10:00 a.m. (c) Sale Hearing: March 25, 2016 at 10:30 a.m. The Debtors contend that they are negotiating the terms on Asset Purchase Agreement with the Purchaser, Game Over Technologies, Inc. that will be filed as soon as the terms are agreed-upon by all parties. They further contend that in the event that an Asset Purchase Agreement cannot be finalized, they reserve the right to move forward with the sale process without a stalking horse bid. In the event that an Asset Purchase Agreement is finalized, they will provide the Court and all parties in interest with the disclosures required by Local Rule 6004-1(b)(iv). Boomerang Systems is represented by: Garvan F. McDaniel, Esq. HOGAN MCDANIEL 1311 Delaware Avenue Wilmington, DE 19806 Telephone: (302)656-7540 Facsimile: (302)656-7599 - and - Jeffrey R. Gleit, Esq. SULLIVAN & WORCESTER LLP 1633 Broadway New York, NY 10019 Telephone: (212)660-3043 Facsimile: (212)660-3001 E-mail: jgleit@sandw.com The Official Committee of Unsecured Creditors is represented by: Anthony M. Saccullo, Esq. Thomas H. Kovach, Esq. A.M. SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Telephone: (302)836-8877 Facsimile: (302)836-8787 E-mail: ams@saccullolegal.com Kovach@saccullolegal.com About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. BOWIE RESOURCE: S&P Affirms 'B' CCR & Rates $650MM Loan 'BB-' ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Louisville-based Bowie Resource Partners LLC. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating and '1' recovery rating to Western Megawatt's proposed $650 million first-lien term loan maturing in 2019. The '1' recovery rating reflects S&P's expectation of very high (90%-100%) recovery in the event of a default. "The stable outlook reflects our view that Bowie's leverage is likely to remain below 5x over the next 12 months and liquidity is likely to remain adequate," said Standard & Poor's credit analyst Vania Dimova. "This is based on the company's significant price and volume commitments for the next five years, which provides earnings stability despite exposure to depressed thermal coal prices in the U.S." S&P could lower the rating if thermal coal markets were to materially weaken in the Western Bituminous region, or if the company experienced a prolonged operational disruption at its Sufco mine. S&P could also lower the rating if there are integration disruptions stemming from the acquired mines, resulting in credit measures deteriorating such that leverage is sustained above 5x. Finally, S&P would consider a downgrade if liquidity falls to a level it views to be less than adequate. S&P considers an upgrade at this time to be unlikely given the company's concentration in a single basin and its financial sponsor ownership. BROADVIEW NETWORKS: BlackRock Holds 8.8% Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 883,150 shares of common stock of Broadview Networks Holdings Inc. representing 8.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/5n61d3 About Broadview Networks Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a communications and IT solutions provider to small and medium sized business ("SMB") and large business, or enterprise, customers nationwide, with a historical focus on markets across 10 states throughout the Northeast and Mid-Atlantic United States, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. Broadview Networks reported a net loss of $9.22 million in 2014, a net loss of $8.48 million in 2013 and a net loss of $35.3 million in 2012. As of Sept. 30, 2015, the Company had $205 million in total assets, $213 million in total liabilities, and a stockholders' deficiency of $8.93 million. * * * In the July 23, 2012, edition of the Troubled Company Reporter, Moody's Investors Service downgraded Broadview Networks Holdings, Inc. Corporate Family Rating (CFR) to 'Caa3' from 'Caa2' and the Probability of Default Rating (PDR) to 'Ca' from 'Caa3' in response to the company's announcement that it has entered into a restructuring support agreement with holders of roughly 70% of its preferred stock and roughly 66-2/3% of its Senior Secured Notes. The company is expected to file a pre-packaged Chapter 11 Plan of Reorganization or complete an out of court exchange offer. As reported by the TCR on July 25, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Broadview to 'D' from 'CC'. "This action follows the company's announced extension on its revolving credit facility. We expect to lower the issue- level rating on the notes to 'D' once the company files for bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on the notes," S&P said. BUILDERS FIRSTSOURCE: Stadium Capital, et al., Report 6.4% Stake ---------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Stadium Capital Management, LLC, Stadium Capital Management GP, L.P., Alexander M. Seaver, et al., disclosed that as of Jan. 13, 2016, they beneficially own 6,965,874 shares of common stock of Builders FirstSource, Inc. representing 6.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Y1u3NN About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The Company operates 56 distribution centers and 56 manufacturing facilities in nine states, principally in the southern and eastern United States. Manufacturing facilities include plants that manufacture roof and floor trusses, wall panels, stairs, aluminum and vinyl windows, custom millwork and pre-hung doors. Builders FirstSource also distributes windows, interior and exterior doors, dimensional lumber and lumber sheet goods, millwork and other building products. Builders Firstsource reported net income of $18.2 million on $1.60 billion of sales for the year ended Dec. 31, 2014, compared to a net loss of $42.7 million on $1.48 billion of sales in 2013. As of Sept. 30, 2015, the Company had $3.03 billion in total assets, $2.88 billion in total liabilities and $156 million in total stockholders' equity. * * * As reported by the TCR on July 15, 2015, Standard & Poor's Ratings Services said it raised its corporate credit rating on Builders FirstSource Inc. to 'B+' from 'B'. "The stable outlook reflects our view that Builders FirstSource will continue to increase sales and EBITDA as U.S. residential construction continues to recover from an historic downturn and the company realizes significant synergies from the merger. As a result, we expect some improvement in the company's leverage measures over the next 12 to 24 months while it maintains adequate liquidity," said Standard & Poor's credit analyst Pablo Garces. In the May 13, 2014, edition of the TCR, Moody's Investors Service upgraded Builders FirstSource's Corporate Family Rating to 'B3' from 'Caa1'. The upgrade reflects Moody's expectation that BLDR's operating performance will continue to benefit from improved housing construction, repair and remodeling. BUNKERS INT'L: Taps Cavus & Coskunsu as Collections Counsel ----------------------------------------------------------- Bunkers International Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Burak Gokce Cavus and the law firm Cavus & Coskunsu as special litigation and collections counsel for certain overseas matters, nunc pro tunc to October 16, 2015. Cavus & Coskunsu will assist in the Debtor's collection of claims that originated overseas, primarily in Turkey. Cavus & Coskunsu will be entitled to a contingent fee of 20% of the collected amount by the Debtor in question or 20% of the original receivable amount in question. Burak Gokce Cavus, partner of Cavus & Coskunsu, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cavus & Coskunsu can be reached at: Burak Gokce Cavus, Esq. CAVUS & COSKUNSU LAW FIRM Inebolu Cad. No. 41 Kabatas Setustu Istanbul, Turkey Tel: (212) 245-5602 Fax: (212) 245-5604 About Bunkers International Based in Lake Mary, Florida, Bunkers International trades and provides fuel for ships at sea. It provides physical supply, trading, and brokering services from a number of global locating including those in the U.S., Singapore, Greece, and the United Kingdom, and says it is the largest marine fuel supplier in Colombia through its BunkersOil Colombia joint venture with Vanoil, S.A. The Company started in Colombia in 1995. Bunkers International Corp. and three affiliates sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No. 15-07397) on Aug. 28, 2015. The petition was signed by John T. Canal as president/CEO. The Debtors estimated assets of $10 million to $50 million and liabilities of at least $10 million. Latham, Shuker, Eden & Beaudine, LLP represents the Debtors as counsel. CARDIAC SCIENCE: $900,000 Carve-Out Challenged by U.S. Trustee -------------------------------------------------------------- Patrick S. Layng, the United States Trustee for the Western District of Wisconsin, in December 2015 filed a motion asking the U.S. Bankruptcy Court for the Western District of Wisconsin for reconsideration of the final order authorizing Cardiac Science Corporation to access postpetition financing absent compliance with Rule 9019 of the Federal Rules of Bankruptcy Procedure. Mr. Layng said he wants the Debtor to comply with Federal Rule of Bankruptcy Procedure 9019 with respect to the settlement provisions of the financing order in which the statutory creditors committee has relinquished the right to challenge the validity and perfection of the Secured Lender's prepetition claims in exchange for a $900,000 "carve-out" Notice of this Settlement was insufficient. Rule 9019(a) provides that the Court may approve a settlement after notice is given as provided in Rule 2002. The United States Trustee does not contest the amounts nor the terms of the post-petition financing order, and does not intend this objection to disrupt the debtor's operations or its duties as a debtor-in-possession," according to the U.S. Trustee. The DIP Loan conditioned new financing upon provisions releasing the Secured Lender from liability. At the time of the final DIP financing hearing, the Committee and the Secured Lender announced an agreement resolving any potential objections that the Committee had to the DIP Loan. As part of that agreement, the Secured Lender agreed to an additional carve-out of its collateral in the amount of $900,000 to be used, first, to pay the unpaid claims of the Committee's professionals, and then, to fund distributions to unsecured creditors and/or to fund a post-confirmation litigation trust designed to pursue retained avoidance actions for the benefit of general unsecured creditors. The parties expressly conditioned the Settlement upon the Committee forgoing any lien challenge or other litigation against the Secured Lender by Dec. 8, 2015 -- the day that the Secured Lender will receive full releases from the Committee. The parties' agreement also did not result in any changes to the Challenge Budget of $20,000 that appeared in the Interim DIP Order. "There is no evidence on record that the Settlement was based on proper factors, that it is reasonable, and in the best interests of the estate. At a minimum there must be some transparency and disclosure of all relevant facts necessary to evaluate the Settlement including what the Committee did, what compromises were given, and why the Settlement is proper. Parties in interest should be provided with the relevant information so as to consider the equities and reasonableness of the Settlement and to be assured that the priorities of the Bankruptcy Code will be respected," the U.S. Trustee said. The DIP Loan The Court approved the DIP Loan on an interim basis on Oct. 23, 2015 and on a final basis on Nov. 25, 2015. Cardiac Science sought permission from the Bankruptcy Court to enter into a debtor-in-possession loan agreement with existing lender CFS 915 LLC providing for post-petition funds in the form of revolving loans amounting to nearly $10 million. The Debtor also sought authority to use pre-petition collateral, including cash collateral, and to provide adequate protection to HDFC Bank Limited and CFS 915 -- which separately extended credit to the Debtor under certain Pre-Petition Credit Agreement -- with respect to any diminution in value of their respective interests in the Pre-Petition Collateral. The maximum aggregate amount of the DIP Revolving Loans that may be outstanding at any time will not exceed $10 million. The Debtors were scheduled on Jan. 4, 2016, to make a draw from the DIP Revolving Loans equal to the difference between (a) the lesser of (i) $10 million and (ii) the amount included in the Approved Budget through and including such date; and (b) the principal amount of the DIP Revolving Loans outstanding immediate prior to the draw. Solely any excess amounts of the proceeds of such DIP Revolving Loans in excess of the amount of expenses included in the Approved Budget ultimately incurred by the Debtor will be purchased by any purchaser of the Debtor's assets. The Carve-Out will include unpaid claims of fees of retained professionals of the Debtors, and up to $50,000 for retained professionals of the Committee, plus, solely in the event that the Creditors' Committee does not assert any challenge or other litigation against the Lender an aggregate amount of $850,000 -- Wind-Down Amount -- to be used, first to pay unpaid claims of Retained Committee Professionals for fees and expenses incurred on and after the Petition Date; and, second, to fund distributions to unsecured creditors and/or a litigation trust or other vehicle selected by the Creditors' Committee to pursue causes of action retained by the Debtor's estate after the sale of substantially all of the Debtor's assets other than claims and defenses released under the DIP Financing Order. The Debtor's authorization to use cash collateral will terminate upon the earliest to occur of any of various events, including: (a) Jan. 22, 2016; (b) Lender provides notice to the Debtors or its counsel of any Event of Default; and (c) Lender provides notice to the Debtor or its counsel of any breach by the Debtor of any terms or conditions of the Final DIP Financing Order. The Debtor will comply with these sale covenants: (a) by Nov. 25, 2015, the Debtor will have obtained an order of the Court establishing bidding procedures and an auction process for the sale of substantially all of the Debtor's assets; and (b) the Debtor will provide the Lender with copies of all written expressions of interest, offers and purchase agreements within 3 days after receipt thereof by the Debtor. The obligations under the DIP Loan Agreement will bear interest at a per annum rate equal to the Base Rate plus 8%. "Base Rate" means, for any day, a rate per annum equal to the highest of (a) 1.0% and (b) the rate last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Lender) or any similar release by the Federal Reserve Board (as determined by the Lender). If an Event of Default is continuing under the DIP Loan Agreement, obligations thereunder will be subject to a default rate of interest equal to the per annum rate otherwise applicable plus 2% per annum. As security for all of Cardiac Science's obligations under the DIP Loan Agreement, the Company will grant CFS 915 a valid and perfected superpriority security interest in, and lien on, all DIP Collateral of the Company pursuant to Section 364 the Bankruptcy Code, with such lien being senior and prior in all respects to any other lien of any kind, except (1) the Carve-Out and (2) the HDFC Liens and HDFC Adequate Protection Liens. As adequate protection, the Debtor will grant HDFC, pursuant to Sections 361(2), 363(c)(2), and 363(e) of the Bankruptcy Code, continuing valid, binding, enforceable and perfected, first priority liens and security interests in and to all of the DIP Collateral. As of the Petition Date, the Company owed CFS 915 $87,177,177 and HDFC $6,264,763. A copy of the Final DIP Financing Order is available for free at: http://bankrupt.com/misc/Cardiac_S_238_Final_DIP_Order.pdf About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. The Company currently employs approximately 200 people in two facilities located in Wisconsin, and another 93 part time "educators" around the country who educate the Debtor's customers on how to use its products. The Debtor has customers in more than 100 countries. Judge Robert D. Martin presides over the case. The Company estimated assets in the range of $10 million to $50 million and liabilities of at least $100 million. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. CFS 915 LLC is the largest creditor of the Debtor, and its $87 million pre-petition loan is secured by substantially all of the Debtor's assets. CFS has agreed to provide $10 million in postpetition financing for the Debtor. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. In October 2015, the Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP. CARDIAC SCIENCE: Defends $900,000 Carve-Out for Committee --------------------------------------------------------- Cardiac Science Corporation, as well as its DIP lender and the creditors committee, said in a court filing that the U.S. Trustee's motion to reconsider the final order approving the DIP financing from existing lender CFS 915 LLC, specifically, with respect to the $900,000 "carve-out" in favor of the official creditors' committee's professionals and the unsecured creditors, lacks any basis. The Debtor pointed out that the U.S. Trustee never objected to entry of the DIP Order, which provides that the Carve-Out will include up to $50,000 for retained professionals of the Committee, plus, solely in the event that the Creditors' Committee does not assert any challenge or other litigation against the Lender an aggregate amount of $850,000 (the "Wind-Down Amount") to be used, first to pay unpaid claims of Retained Committee Professionals for fees and expenses incurred on and after the Petition Date; and, second, to fund distributions to unsecured creditors and/or a litigation trust or other vehicle selected by the Creditors' Committee to pursue causes of action retained by the Debtor's estate after the sale of substantially all of the Debtor's assets other than claims and defenses released under the DIP Financing Order. Citing Cincinnati Life Ins. Co., 722 F.3d at 954, the Debtor argues that a party cannot ask for reconsideration of an order on the basis of an argument that the party could or should have presented before the court rendered a judgment. The U.S. Trustee has asked the parties to seek compliance with Federal Rule of Bankruptcy Procedure 9019 with respect to the settlement provisions of the financing order in which the Committee has relinquished the right to challenge the validity and perfection of the Secured Lender's prepetition claims in exchange for the $900,000 "carve-out". "[T]he U.S. Trustee's demand for a motion and notice under Rule 9019(b) is simply not feasible under the circumstances. Neither the Official Committee of Unsecured Creditors (the "Committee") nor CFS 915 LLC ("CFS 915") has standing to bring a motion pursuant to Rule 9019. See In re Smart World Tech., LLC, 423 F.3d 166 (2d Cir. 2005). Rule 9019 permits only a trustee or the debtor-in-possession (by operation of 11 U.S.C. Sec. 1107) to bring such a motion. The result is sensible in this case because the "settlement" at issue neither involves property of the estate nor the settlement of a claim on behalf of the estate. The consideration given was a "carve-out" of CFS' collateral, not a dividend of estate funds," the Debtor responded. "[I]t is not clear if the Trustee is objecting to the Lien Challenge Period, which has now run, or any portion of the Final DIP Order other than the Carve-Out provided to the Official Committee of Unsecured Creditors. Regardless, the Reconsideration Motion should be denied because the Trustee has not carried his burden and has not met the standard for reconsideration of the Final DIP Order," CFS 915 LLC, the DIP Lender, said in response to the UST Motion. "If the Trustee does not have an issue with the Lien Challenge Period -- which was negotiated, amended and ultimately entered by this Court over the objection of certain parties -- then the Trustee seems only to request that the provision of an $850,000 additional carve-out for the benefit of the Creditors' Committee professionals and unsecured creditors be removed. While that would be fine for CFS, that would not be in the best interests of the Debtor's estate or other creditors," CFS added. The Official Committee of Unsecured Creditors is also opposing the U.S. Trustee's Motion for Reconsideration. "The Committee believes that its efforts have unquestionably benefited its constituents. It appears that the unsecured creditors may receive a sizable recovery in this Chapter 11 case -- perhaps even payment in full if the auction goes well enough. The unwarranted and unsupported attacks from the UST are confusing, especially because no economic stakeholder has supported the UST's position. The UST's Motion has only wasted the estate's resources to the detriment of all of the creditors. The Motion should be denied," the Committee said in the filing. U.S. Trustee's Omnibus Response to Objections The Debtor et al. assert that the negotiations and resulting Final DIP Order are typical of what is customarily done in a Chapter 11 case. However, the U.S. Trustee points out that unlike the majority of cases in which the carve-out being negotiated in the DIP financing is solely for administrative expenses, the carve-out in this case was entirely different. "It went much further. The Committee's right to pursue the chapter 5 claims and obtain the carve-out was entirely conditional upon not challenging the liens of CFS and in CFS maintaining control over an extremely shortened lien challenge period." "The Court should grant the motion because the settlement terms reflect a manifest error of law. The subsequent disclosures confirm that the settlement terms violate the Bankruptcy Code (the "Code") because unsecured creditors stand to receive "locked in" funds. Section 507 of the Code governs the distribution of estate property. And just as fully encumbered property remains property of the estate, the same holds true for collateral "carve-outs." In this case, the "carve-out" violates section 507 because it directs estate funds to unsecured creditors without regard to whether higher priority claims are satisfied. The Court should therefore reconsider its prior Order and expressly require compliance with the Code's priority rules," the U.S. Trustee said. The Office of the U.S. Trustee can be reached at: PATRICK S. LAYNG United States Trustee Debra L. Schneider Attorney for the United States Trustee Office of the U.S. Trustee 780 Regent Street, #304 Madison, WI 53715 Tel: (608) 264-5522 ext. 18 Attorneys for the Creditors Committee of Cardiac Science: Shelly A. DeRousse, Esq. Devon J. Eggert, Esq. Elizabeth L. Janczak, Esq. FREEBORN & PETERS LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606-6677 Telephone: (312) 360-6000 Facsimile: (312) 360-6520 E-mail: sderousse@freeborn.com deggert@freeborn.com ejanczak@freeborn.com Attorneys for CFS 915 LLC: Caroline A. Reckler, Esq. Matthew D. Lee, Esq. FOLEY & LARDNER LLP 150 East Gilman Street, Suite 5000 Madison, WI 53703-1482 Telephone: (608) 257-5035 Facsimile: (608) 258-4258 E-mail: MDLee@foley.com - and - Josef S. Athanas, Esq. Caroline A. Reckler, Esq. LATHAM & WATKINS LLP 330 N. Wabash Ave., Suite 2800 Chicago, IL 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 E-mail: josef.athanas@lw.com caroline.reckler@lw.com The Debtor's attorneys: Daryl L. Diesing, Esq. Frank W. DiCastri, Esq. Lindsey M. Greenawald, Esq. WHYTE HIRSCHBOECK DUDEK, S.C. 555 E. Wells Street, Suite 1900 Milwaukee, WI 53202 Telephone: (414) 273-2100 Facsimile: (414) 223-5000 E-mail: ddiesing@whdlaw.com fdicastri@whdlaw.com lgreenawald@whdlaw.com - and - Daniel J. McGarry, Esq. Iana A. Vladimirova, Esq. WHYTE HIRSCHBOECK DUDEK, S.C. 33 E. Main Street, Suite 300 P.O. Box 1379 Madison, WI 53701-1379 Telephone: (608) 255-4440 Facsimile: (608) 258-7138 E-mail: dmcgarry@whdlaw.com ivladimirova@whdlaw.com About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. The Company currently employs approximately 200 people in two facilities located in Wisconsin, and another 93 part time "educators" around the country who educate the Debtor's customers on how to use its products. The Debtor has customers in more than 100 countries. Judge Robert D. Martin presides over the case. The Company estimated assets in the range of $10 million to $50 million and liabilities of at least $100 million. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. CFS 915 LLC is the largest creditor of the Debtor, and its $87 million pre-petition loan is secured by substantially all of the Debtor's assets. CFS has agreed to provide $10 million in postpetition financing for the Debtor. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. In October 2015, the Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP. CAREFREE WILLOWS: Court Approves Dentons US as Trustee's Counsel ---------------------------------------------------------------- Samuel R. Maizel, the Chapter 11 trustee of Carefree Willows, LLC sought and obtained permission from the Hon. Gary S. Spraker of the U.S. Bankruptcy Court for the District of Nevada to employ Dentons US LLP as bankruptcy counsel, nunc pro tunc to October 22, 2015. The Trustee requires Dentons US to: (a) advise the Trustee with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the U.S. Trustee; (b) advise the Trustee with regard to certain rights and remedies of the bankruptcy estate and rights, claims and interests of creditors; (c) represent the Trustee in any proceeding or hearing in the Bankruptcy Court involving the estate unless the Trustee represented in such proceeding or hearing by other special counsel; (d) if the Trustee requires assistance or representation, advise and represent the Trustee: on taking control of the Debtor's bank accounts; identifying, securing and ascertaining the value of assets of the estate, and maintaining adequate insurance coverage for those assets; and implementing internal controls over the Debtor's bank accounts; identifying, securing and ascertaining the value of assets of the estate, and maintaining adequate insurance coverage for those assets; and, implementing internal controls over the Debtor to safeguard assets; (e) conduct examinations of witnesses, claimants or adverse parties and representing the Trustee in any adversary proceeding; (f) prepare and assist the Trustee in the preparation of reports, applications, pleadings, orders and documents including, but not limited to, applications to employ professionals, interim statements and operating reports, financial reports and pleadings with respect to the Trustee's use, sale or lease of property, as appropriate; (g) assist the Trustee in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in connection with the plan of reorganization; or, in the alternative, assist the Trustee in the negotiation, formulation, preparation and approval for the sale of assets; and (h) perform any other services which may be required in regard to Dentons US representation of the Trustee during the bankruptcy case. Dentons US will be paid at these hourly rates: Michael A. Isaacs, partner $560 Charles P. Maher, partner $560 John a. Moe, II, partner $540 Greg S. Kleiner, associate $525 Jennifer C. Hayes, associate $450 Andy Jinnah, associate $365 Kathryn Howard, paraprofessional $240 Dentons US will also be reimbursed for reasonable out-of-pocket expenses incurred. John A. Moe, II, partner of Dentons US, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Dentons US can be reached at: John A. Moe, Esq. DENTONS US LLP 601 South Figueroa - Suite 2500 Los Angeles, CA 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 E-mail: john.moe@dentons.com About Carefree Willows Carefree Willows LLC is the owner of a 300-unit senior housing complex, located 3250 S. Town Center Drive, in Las Vegas, Nevada. Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case No. 10-29932) on Oct. 22, 2010. The Debtor disclosed $30.6 million in assets and $36.5 million in liabilities as of the Chapter 11 filing. The Law Offices of Alan R. Smith, in Reno, Nevada, serves as counsel to the Debtor. AG/ICC Willows Loan Owner, LLC, is represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego, Esq., Janet Dean Gertz, Esq., at COOLEY LLP. CAREFREE WILLOWS: Court Okays Brian Shapiro as Trustee's Counsel ---------------------------------------------------------------- Samuel R. Maizel, the Chapter 11 trustee of Carefree Willows, LLC sought and obtained permission from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Office of Brian D. Shapiro as local counsel for the Trustee, nunc pro tunc to October 22, 2015. The Trustee requires the firm to: (a) advise the Chapter 11 Trustee with respect to his powers and duties in the continued management and operation of the Debtor's businesses and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult with the Trustee on these matters; (c) assist the Chapter 11 Trustee in analyzing the Schedules of Assets and Liabilities and Statement of Financial Affairs; (d) advise the Chapter 11 Trustee in connection with any contemplated financing, management change, sales of assets, formulate and implement appropriate procedures with respect to closing of any such transactions, and counsel the Chapter 11 Trustee in connection with such transactions; (e) advise the Chapter 11 Trustee in connection with any post- petition financing arrangements, including but not limited to carve outs; (f) advise the Chapter 11 Trustee on matters relating to the evaluation of the assumption, rejection or assignment of any unexpired leases and executory contracts; (g) take all necessary action to protect and preserve the Bankruptcy Estate, including the prosecution of actions on the Bankruptcy Estate's behalf, the defense of any actions commenced against the Bankruptcy Estate, negotiations concerning all litigation in which the Bankruptcy Estate is involved and objection to any claims; (h) prepare all motions, applications, orders, reports and papers necessary to administer the Bankruptcy Estate; (i) negotiate and prepare a plan of reorganization, disclosure statement and all related agreements and documents and take any necessary action to obtain confirmation of the plan; (j) attend meetings with third parties and participate in negotiations; and (k) perform all other necessary legal services and provide all necessary legal advice to the Chapter 11 Trustee in connection with this case. The firm will be paid at these hourly rates: Brian D. Shapiro $495 Paralegals $125 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian D. Shapiro, managing member of the law firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: Brian D. Shapiro, Esq. LAW OFFICE OF BRIAN D. SHAPIRO, LLC 228 S. 4th Street, Suite 300 Las Vegas, NV 89101 Tel: (702) 386-8600 E-mail: brian@brianshapirolaw.com About Carefree Willows Carefree Willows LLC is the owner of a 300-unit senior housing complex, located 3250 S. Town Center Drive, in Las Vegas, Nevada. Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case No. 10-29932) on Oct. 22, 2010. The Debtor disclosed $30.6 million in assets and $36.5 million in liabilities as of the Chapter 11 filing. The Law Offices of Alan R. Smith, in Reno, Nevada, serves as counsel to the Debtor. AG/ICC Willows Loan Owner, LLC, is represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego, Esq., Janet Dean Gertz, Esq., at COOLEY LLP. CENTRAL METAL: Anti-SLAPP Ruling in Central Bank Suit Affirmed -------------------------------------------------------------- Central Metal, Inc., and Jong Byun defaulted on loans they obtained from Center Bank. Central Metal sued Center Bank for losses suffered as the result of the bank's receivership action and the subsequent bankruptcy. The bank responded by filing an anti-SLAPP motion, which the trial court granted as to all but one cause of action in Central Metal's complaint. The court determined that all of the complaint's causes of action were time-barred except for the unfair business practices claim. In an Order dated January 8, 2016, which is available at http://is.gd/v6uOWtfrom Leagle.com, the Court of Appeals of California, Second District, Division Five, held that the trial court did not err in ruling that the complaint was subject to the anti-SLAPP law, and that Central Metal failed to make a prima facie showing of a probability of prevailing on the merits on all but the fifth cause of action in the complaint. Accordingly, the Court of Appeals affirmed the trial court's order granting in part the Bank's anti-SLAPP motion. The Bank is awarded its costs on appeal. The case is CENTRAL METAL et. al., Plaintiffs and Appellants, v. CENTER BANK, Defendant and Respondent, No. B258844. Daniel E. Park Law Corporation, Daniel E. Park, Esq. -- dpark@parklawcorp.com and Christopher C. Cianci, Esq. -- christopher@parklawcorp.com for Plaintiffs and Appellants. Horvitz & Levy, Jeremy B. Rosen, Esq. -- jrosen@horvitzlevy.com and Bradley S. Pauly, Esq. -- bpauly@horvitzlevy.com; Buchalter Nemer, Jeffery S. Wruble, Esq. -- jwruble@buchalter.com and Jack R. Scharringhausen, Esq. -- jscharringhausen@buchalter.com for Defendant and Respondent. About Central Metal Huntington Park, California-based Central Metal, Inc., purchases, processes and sells metals. The Company claims to be one of the largest processing companies on the West Coast. The Company filed for Chapter 11 bankruptcy protection on January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642). Juliet Y. Oh, Esq., who has an office in Los Angeles, California, represents the Debtor. The Company estimated assets and liabilities at $10 million to $50 million in its Chapter 11 petition. CHAMPION INDUSTRIES: Marshall Reynolds Owns 53.7 of CL-A Shares --------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Marshall T. Reynolds disclosed that as of Jan. 18, 2016, he beneficially owns 6,067,742 shares of Class A Common Stock of Champion Industries, Inc., representing 53.7 percent of the shares outstanding. The filing was being made because the Board of Directors of Champion Industries on Jan. 18, 2016, approved a 1-for-200 reverse stock split of the outstanding shares of its Class A Common Stock. As part of the proposed transaction, authorized shares of Class B Common Stock, which are unissued, likewise would be subject to and adjusted for a 1-for-200 reverse stock split as well. A copy of the regulatory filing is available for free at: http://is.gd/VsvPxf About Champion Industries Champion Industries, Inc., is engaged in the commercial printing and office products and furniture supply business in regional markets east of the Mississippi River. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia with a total daily and Sunday circulation of approximately 23,000 and 28,000. Champion Industries reported a net loss of $1.13 million for the year ended Oct. 31, 2014, compared to net income of $5.71 million in 2013. As of July 31, 2015, the Company had $22.9 million in total assets, $20.7 million in total liabilities and $2.1 million in total shareholders' equity. CHAPARRAL ENERGY: S&P Revises Rating to 'CCC+', Outlook Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its corporate rating on oil and gas exploration and production company Chaparral Energy Inc. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's unsecured debt to 'CCC' from 'CCC+'. The recovery rating remains '5', reflecting S&P's estimate of modest (10% to 30%, upper half of the range) recovery in the event of default. "The downgrade reflects our assessment of the company's unsustainable credit measures and liquidity, as weak hydrocarbon prices continue to depress its operating cash flows," said Standard & Poor's credit analyst Michael Tsai. S&P's ratings on Chaparral reflect S&P's view of the company's vulnerable business risk profile. S&P views Chaparral as having a highly leveraged financial risk profile, reflecting its high debt levels. S&P assess Chaparral's liquidity as adequate. The negative outlook reflects the possibility of a downgrade if Chaparral Energy is unable to maintain adequate liquidity, which could result from borrowing base reductions in the spring and fall 2016 redeterminations. S&P would consider a stable outlook if it expects Chaparral to maintain adequate liquidity, which could be due to modest revisions to its borrowing base, additional asset sales, or other capital-raising activity. CHARMING CHARLIE: S&P Puts 'B-' CCR on CreditWatch Negative ----------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Houston-based Charming Charlie LLC, including its 'B-' corporate credit rating and issue-level rating on the company's term loan, on CreditWatch with negative implications. The '3' recovery rating on the debt is unchanged. However, the recovery expectations for the term loan are now in the lower half of the 30% to 50% range as a result of the new $60 million asset-based lending (ABL) revolving credit facility, which S&P does not rate. "The negative CreditWatch placement reflects a significant decline in profits as a result in a change in management's business strategy and the possibility that performance trends will not reverse course," said credit analyst Adam Melvin. "A change in merchandising and branding strategy that did not resonate well with customers, particularly in the company's apparel offerings, accelerated its weak same-store sales trends. Same-store sales were below our expectations, as declines accelerated to 18% in the third quarter compared with modestly positive sales in the previous year. We believe operating performance will remain weak in 2016; specifically profits will remain pressured as branding changes could take time to attract customers and the company will need to increase promotions to drive traffic. Year to date, revenue declined 1% while reported EBITDA dropped 34%." A resolution of the CreditWatch placement will depend on Charming Charlie's success in amending the credit agreement to loosen covenants and gaining some traction in reversing operating declines. Failure to adequately and timely address the covenants or if S&P become convinced management's strategies to turn around the business will take longer than our current expectations, could lead to a downgrade. CHINOOK USA: Suits Against Duck Commander Consolidated ------------------------------------------------------ Before Chinook USA, LLC, filed for bankruptcy and subsequently filed an adversary proceeding against Duck Commander, Inc., et al., Chinook filed suit in the United States District Court for the Western District of Kentucky, at Louisville, involving the same license agreement, payments, and factual background as the adversary proceeding. The Defendants now move the Court to withdraw reference to bankruptcy court of the adversary proceeding, consolidate the adversary proceeding with the pending district court case, and dismiss the claims or transfer venue to another district court. Chinook opposes the Defendants' motion. There is an existing and preceding civil action between these parties involving overlapping facts, issues, and relief. Allowing this adversary proceeding to continue in bankruptcy court while a parallel suit proceeds in district court would waste judicial resources, Senior District Judge Charles R. Simpson III held in a Memorandum Opinion dated January 8, 2016, which is available at http://is.gd/q8FiM2from Leagle.com. Further, consolidation with the district court lawsuit would not hinder expedient and uniform bankruptcy administration, Judge Simposon ruled. Accordingly, Judge Simpson granted the Defendants' motion to withdraw reference to bankruptcy court of the adversary proceeding and consolidate the adversary proceeding with the pending district court case, Civil Action No. 3:14-CV-1015-CRS. The Court denied the Defendants' motion to dismiss or transfer venue as moot. The Court also denied Chinook's motion for leave to file surreply as moot. The case is CHINOOK USA, LLC, Plaintiff, v. DUCK COMMANDER, INC., et al., Defendants, Civil Action No. 3:15-CV-00240-CRS, Bankr. No. 15-30057-acs (Chapter 11), A.P. No. 15-03006. Duck Commander, Inc., Defendant, is represented by Augustus S. Herbert, Esq. -- aherbert@middletonlaw.com -- Middleton Reutlinger, Scot A. Duvall, Esq. -- sduvall@middletonlaw.com -- Middleton Reutlinger & Thomas W. Frentz, Esq. -- tfrentz@middletonlaw.com -- Middleton Reutlinger. Dahlen Associates, Inc., Defendant, is represented by Augustus S. Herbert, Middleton Reutlinger, Scot A. Duvall, Middleton Reutlinger & Thomas W. Frentz, Middleton Reutlinger. 3292 Brands, LLC, Defendant, is represented by Augustus S. Herbert, Middleton Reutlinger, Scot A. Duvall, Middleton Reutlinger & Thomas W. Frentz, Middleton Reutlinger. Chinook USA, LLC, Debtor, is represented by Charity B. Neukomm, Esq. -- neukomm@derbycitylaw.com -- Seiller Waterman, LLC, David Cantor, Esq. -- cantor@derbycitylaw.com -- Seiller Waterman, LLC, James Edwin McGhee, III, Esq. -- mcghee@derbycitylaw.com -- Seiller Waterman, LLC & Paul Joseph Hershberg, Esq. -- hershberg@derbycitylaw.com -- Seiller Waterman, LLC. Prospect, Kentucky-based Chinook USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Jan. 9, 2015 (Bankr. W.D. Ky., Case No. 15-30057). The case is assigned to Judge Alan C. Stout. The Debtor's counsel is David M. Cantor, Esq., at Seiller Waterman LLC, in Louisville, Kentucky. CROSBY NATIONAL: Venue Transfer Serves Best Interest, Judge Says ---------------------------------------------------------------- The U.S. Bankruptcy Judge for the Northern District of Texas issued a memorandum opinion in support of order granting motion of the Crosby Estate at Rancho Santa Fe Master Association to transfer venue of the Chapter 11 case of The Crosby National Golf Club, LLC, to Southern District of California. The Bankruptcy Judge said that, among other things: (1) the interest of justice is best served by transferring the case to California; (2) there is no indication that a California bankruptcy court would be less efficient, less economical, or less fair than he would be in the administration of the case, which, depending on one's view, is either neutral or weighs in favor of venue transfer; and (3) it would be more convenient to the parties if the case were transferred to California. As reported in the Troubled Company Reporter on July 7, 2015, the Court transferred the case of the Debtor to the Southern District of California. The Crosby HOA requested that the Court enter an order transferring the case. Several parties joined in the motion. The Debtor opposed the motion. Texas Capital Bank, National Association, a secured creditor, submitted a reservation of its rights. According to Texas Capital, among other things, the HOA reply alleges that "[the] loan is fraudulent and is therefore subject to avoidance." Texas Capital asserted that the HOA reply cited no evidentiary support for the Crosby HOA's allegation that the Texas Capital loan is fraudulent or otherwise invalid. Texas Capital disputes the Crosby HOA's characterization of Texas Capital's loan to the Debtor. In its reply to the Debtor's objection, Crosby HOA, the homeowners' association for that certain residential community known as The Crosby Estate at Rancho Santa Fe, located in Rancho, Santa Fe (San Diego County) California, and containing the Crosby National Golf Club, which is owned and operated by The Crosby National Golf Club, LLC, the Debtor, and replied to the Debtor's objection, stated that the Debtor's objection continues to demonstrate its obvious failure to appreciate the best interests of the estate, and a lack of candor before the Court. The Ad Hoc Crosby National Members Committee comprised of certain active members in the Crosby National Golf Club filed a joinder to the transfer motion, stating that if the case were to proceed in Ft. Worth, it would be to the extreme disadvantage or possible exclusion of many of the key creditors and parties-in-interests. The Debtor, in its objection, stated that venue of the case is proper in the Bankruptcy Court for the Northern District of Texas. According to the Debtor, since venue here is proper, great deference is to be accorded to the Debtor's choice. Moreover, since the case is a reorganization, the location of the Debtor's assets is of lesser importance compared to the location of the Debtor's decision-makers, negotiators, lawyers, and financiers as those are the parties that will be doing the most work both in and out of the courtroom to restructure the Debtor. About Crosby National Golf Club The Crosby National Golf Club, LLC, commenced a Chapter 11 bankruptcy case (Bankr. N.D. Tex. Case No. 15-41545) in Ft. Worth, Texas, on April 16, 2015, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The case is assigned to Judge Russell F. Nelms. The Debtor owns and operates the Crosby National Golf Club which is located within the Crosby Estates at Rancho Santa Fe. The Golf Club has been continuously operated as a for-profit, private eighteen-hole golf course and has been known at all times as the Crosby National Golf Club. It is a California limited liability company and its managing member is Escalante - Crosby National L.P., a Colorado limited partnership. The Debtor is represented by Hudson M. Jobe, Esq., and Timothy A. York, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C. in Dallas, Texas. The Crosby Estate at Rancho Santa Fe Master Association (The Crosby HOA) is the master association for the gated residential community and development located in San Diego County including the Debtor's golf club, commonly known as The Crosby National Golf Club. The Debtor and the Crosby HOA have been engaged in disputes and resulting litigation pending in the Superior Court, State of California, County of San Diego, relating to the Debtor's operations of the Club and various rights and obligations of the parties under the Development documents and related agreements. It is represented in the Debtor's case by Joe J. Wielenbinski, Esq., Jay H. Ong, Esq. and Thomas D. Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C. in Dallas, Texas. Texas Capital holds a valid, perfected, secured Claim against the Debtor. A minimum aggregate amount of approximately $3.1 million is owed on the Texas Capital Claim. It is represented by Matthew T. Ferris, Esq. at Winstead PC in Dallas, Texas. DF SERVICING: Meeting of Creditors Set for Feb. 1 ------------------------------------------------- The meeting of creditors of DF Servicing LLC is set to be held on Feb. 1, 2016, at 9:00 a.m., according to a filing with the U.S. Bankruptcy Court for the District of Puerto Rico. The meeting will be held at Ochoa Building, First Floor, 500 Tanca Street, San Juan, Puerto Rico. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About DF Servicing Engaged in the business of purchase and sale of construction projects, DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC and DF Holdings LLC filed Chapter 11 bankruptcy petitions (Bankr. D.P.R. Case Nos. 15-10253 to 15-10256) on Dec. 24, 2015. The petitions were signed by Mark Mashburn, the president. Charles A Cuprill, PSC Law Office, serves as counsel to the Debtors. EAGLE MOUNTAIN: Net Losses Raise Going Concern Doubt ---------------------------------------------------- Eagle Mountain Corporation posted a net loss of $2,464,989 for the three months ended September 30, 2015, compared with net income of $12,673,201 for the same period in 2014. The company has incurred substantial net losses since inception and had a working capital deficiency of $3,637,959 at September 30, 2015, according to Ronald Cormick, chief executive officer, and Haley Manchester, chief financial officer of the company in a regulatory filing with the U.S. Securities and Exchange Commission on December 15, 2015. "These conditions raise substantial doubt as to the company's ability to continue as a going concern." Messrs. Cormick and Manchester stated: "The company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue, although there can be no assurance thereof. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans. "There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the company's existing stockholders." At September 30, 2015, the company had total assets of $3,445,168, total liabilities of $4,923,239 and total stockholders' deficit of $1,478,071. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/zqg6mja Houston-based Eagle Mountain Corporation was primarily engaged in the business of distribution of memory products mainly under Samsung brand name which principally comprised DRAM, Graphic RAM and Flash for the Hong Kong and PRC markets (Samsung Business). After April 1, 2012, the Samsung Business was transferred to ATMD, a joint venture with Tomen. The company indirectly owns 30% equity interest in ATMD. On September 27, 2013, the company sold the entire 30% equity interest of ATMD. Through the acquisition of Jussey Investments Limited on September 28, 2012, the company has diversified its product portfolio and customer network, obtained design and manufacturing capabilities, and tapped into the blooming telecommunication industry with access to the 3G baseband licenses acquired by Jussey's subsidiaries. On September 30, 2014, the company disposed all of the equity interest held in ACL International Holdings Limited (ACL Holdings). After the disposal, the company was still engaged in the sales and distribution of smartphones, electronic products and components in Hong Kong and China. EAST ORANGE GENERAL: Deadline to Remove Suits Extended to May 9 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has given East Orange General Hospital Inc. until May 9, 2016, to file notices of removal of lawsuits involving the company and its affiliate Essex Valley Healthcare Inc. About East Orange General East Orange General Hospital, Inc. and Essex Valley Healthcare, Inc. (the Hospital) filed Chapter 11 bankruptcy petitions (Bankr. D. N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10, 2015. Martin A. Bieber signed the petition as interim president and chief executive officer. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. The Debtors have engaged Lowenstein Sandler LLP as counsel, PricewaterhouseCoopers LLP as financial advisor, McCarter & English, LLP as special transactional counsel, and Prime Clerk LLC as claims, noticing and balloting agent. Judge Vincent F. Papalia has been assigned the case. Located in East Orange, New Jersey, the 211-bed Hospital claims to be the only independent, fully accredited, acute-care hospital in Essex County and is a recognized leader in behavioral health services, renal dialysis, wound care, diagnostic services, emergency services, and family health care. The Debtors employ approximately 860 individuals. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera & Sodono, P.C. EMPIRE RESORTS: Rights Offering Expires February 10 --------------------------------------------------- Empire Resorts, Inc. previously announced that that it commenced a rights offering for approximate gross proceeds of $290,000,000. Empire granted, at no charge to the holders of record of its common stock and Series B Preferred Stock as of 5:00 p.m., New York City time, on Jan. 4, 2016, the record date for the rights offering, one transferable subscription right for each 0.4748644 shares of common stock owned, or into which the Series B Preferred Stock is convertible, as more fully described in the prospectus supplement relating to the rights offering. Each subscription right entitles the holder to purchase one share of common stock at a subscription price of $14.40 per share. In addition, holders of subscription rights who fully exercise their basic subscription rights are entitled to oversubscribe for additional shares of common stock up to the number of shares purchased pursuant to the exercise of their basic subscription rights. Important Dates: Subscription Period: Jan. 4, 2016 to Feb. 10, 2016 Last Day to Trade Rights on Nasdaq: Feb. 5, 2016 Last Day to Transfer Rights: Feb. 9, 2016 Expiration Date: Feb. 10, 2016 How to Obtain Subscription Information: * Contact your broker-dealer, trust company, bank or other nominee where your rights are held, or * Contact the information agent, Morrow & Co., LLC, by telephone at (855) 201-1081 or by email at empire.info@morrowco.com. How to Subscribe: * Deliver a completed subscription certificate and payment to the subscription agent by the expiration date of the rights offering, or * If your shares are held in an account with your broker- dealer, trust company, bank or other nominee, which qualifies as an Eligible Guarantor Institution under Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, have your Eligible Guarantor Institution deliver a notice of guaranteed delivery to the subscription agent by the expiration date of the rights offering. A copy of the prospectus or further information with respect to the rights offering may be obtained by contacting Morrow & Co., LLC, the Information Agent. Stockholders may contact Morrow & Co., LLC by telephone at (855) 201-1081 and banks and brokerage firms by telephone at (203) 658-9400. Morrow & Co., LLC may also be reached by email at empire.info@morrowco.com. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $24.1 million on $65.2 million of net revenues for the year ended Dec. 31, 2014, compared to a net loss applicable to common shares of $27.05 million on $70.96 million of net revenues in 2013. As of Sept. 30, 2015, the Company had $73.4 million in total assets, $63.4 million in total liabilities and $10 million in total stockholders' equity. ENERGY FUTURE: Kirkland & Ellis' Fees on Chapter 11 Nearing $150M ----------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that Kirkland & Ellis LLP filed an application on Jan. 21, 2016, in Delaware bankruptcy court requesting $21.3 million in fees and expenses on the massive Energy Future Holdings Corp. Chapter 11, pushing the total amount the firm is asking for to more than $146 million. Kirkland filed a fifth interim fee application covering the period from Sept. 1 through Dec. 31 -- a crucial time in the bankruptcy that included the bankruptcy court confirming EFH's plan to rework $42 billion in debt. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases Jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. EXELIXIS INC: Meditor Group Reports 9.7% Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Meditor Group Ltd. and Meditor European Master Fund Ltd. disclosed that as of Dec. 31, 2015, they beneficially own 22,070,213 shares of common stock of Exelixis, Inc., representing 9.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/8c0QRj About Exelixis Inc. Headquartered in South San Francisco, California, Exelixis, Inc., develops innovative therapies for cancer and other serious diseases. Through its drug discovery and development activities, Exelixis is building a portfolio of novel compounds that it believes has the potential to be high-quality, differentiated pharmaceutical products. Exelixis reported a net loss of $269 million on $25.1 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $245 million on $31.3 million of total revenues in 2013. As of Sept. 30, 2015, the Company had $363.24 million in total assets, $437.46 million in total liabilities and a $74.22 million total stockholders' deficit. GELTECH SOLUTIONS: Expects 2016 Wildland Revenues of $2M-2.5M ------------------------------------------------------------- During the question and answer session at the GelTech Solutions, Inc. annual shareholders' meeting on Jan. 22, 2016, Mr. Michael Reger, GelTech's president, stated he believed GelTech's revenues from the Wildland and Municipality Divisions could be $2.0-$2.5 million and $600,000-$700,000, respectively, in calendar 2016, and was hopeful the company would be cash flow positive in less than two years. This does not include any projections for the Company's Utilities and Communications Tower or Dust Control Divisions. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. GelTech Solutions reported a net loss of $5.51 million on $800,000 of sales for the year ended June 30, 2015, compared to a net loss of $7.11 million on $815,000 of sales for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $2.09 million in total assets, $5.79 million in total liabilities, and a $3.69 million total stockholders' deficit. GOODRICH PETROLEUM: Commences Exchange Offers to Avoid Ch. 11 ------------------------------------------------------------- Goodrich Petroleum Corporation on Jan. 26 disclosed that it has commenced offers to exchange newly issued shares of common stock, par value $0.20 per share (the "Common Stock"), for any and all of its Existing Unsecured Notes (as defined below) (the "Unsecured Notes Exchange Offers") and for any and all shares of its Existing Preferred Stock (as defined below) (the "Preferred Exchange Offers"). The Company has also announced it intends to offer to exchange its Second Lien Notes (as defined below) (the "Second Lien Notes Exchange Offers") into new second lien notes with materially identical terms except that interest thereon may be paid either (a) at the Company's option in cash or in-kind or (b) deferred until maturity. The Second Lien Notes Exchange Offers, together with the Unsecured Notes Exchange Offers and the Preferred Exchange Offers collectively referred to as the "Exchange Offers" and the "Recapitalization Plan"). Unsecured Notes Exchange Offers The Company is offering to exchange, upon the terms and subject to the conditions of the Unsecured Notes Exchange Offers, the following minimum consideration in newly issued shares of Common Stock to all holders of its Existing Unsecured Notes, subject to certain pro rata adjustments as described in the Unsecured Notes Exchange Offers: 800.635 shares of Common Stock per $1,000 principal amount of the 8.875% Senior Notes due 2019; 800.635 shares of Common Stock per $1,000 principal amount of the 3.25% Convertible Senior Notes due 2026; 800.635 shares of Common Stock per $1,000 principal amount of the 5.00% Convertible Senior Notes due 2029; 800.635 shares of Common Stock per $1,000 principal amount of the 5.00% Convertible Senior Notes due 2032; and 1601.270 shares of Common Stock per $1,000 principal amount of the 5.00% Convertible Exchange Senior Notes due 2032 (together, the Existing Unsecured Notes"). The higher exchange ratio for the 5.00% Convertible Exchange Senior Notes due 2032 is due to a previous private exchange where certain holders of the 5.00% Convertible Senior Notes due 2032 exchanged into the 5.00% Convertible Exchange Senior Notes due 2032 at a 50% discount. Preferred Exchange Offers The Company is offering to exchange, upon the terms and subject to the conditions of the Preferred Exchange Offers, newly issued shares of Common Stock to all holders of any and all issued and outstanding shares of the Existing Preferred Stock under the following exchange ratios: 8.899 shares of Common Stock per share of the Company's 5.375% Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock"); 4.449 shares of Common Stock per depositary share, each representing 1/1000th share of the Company's 10.00% Series C Cumulative Preferred Stock (such depositary shares, the "Series C Preferred Stock"); 4.449 shares of Common Stock per depositary share, each representing 1/1000th of a share of the Company's 9.75% Series D Cumulative Preferred Stock (such depositary shares, the "Series D Preferred Stock"); and 5.188 shares of Common Stock per depositary share, each representing 1/1000th of a share of Series E Preferred Stock (such depositary shares, the "Series E Preferred Stock" and, together with the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, the "Existing Preferred Stock"). The higher exchange ratio applicable to the Series B Preferred Stock reflects the higher liquidation preference for the Series B Preferred Stock relative to the lower liquidation preference of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. The higher exchange ratio applicable to the Series E Preferred Stock relative to the Series C Preferred Stock and Series D Preferred Stock reflects the original liquidation preferences of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred stock tendered in exchange for the Series E Preferred Stock on December 18, 2015. Second Lien Notes Exchange As part of the Recapitalization Plan, the Company intends to offer to exchange any and all of the Company's 8.00% Second Lien Senior Secured Notes due 2018 and 8.875% Second Lien Senior Secured Notes due 2019 (collectively the "Second Lien Notes") for new senior secured notes with materially identical terms except that interest thereon may be paid either (a), at the Company's option, in cash or in-kind or (b) deferred until maturity (the "Second Lien Notes Exchange"). If successful with the above referenced Existing Unsecured Notes Exchange and Second Lien Notes Exchange, the Company would eliminate between $213 million and $224.2 million in unsecured senior indebtedness with respect to the exchange and cancellation of Existing Unsecured Notes in the Exchange Offers, and $29.8 million to $31.4 million in cash interest payment obligations per year, thereby preserving liquidity in the near term. The Company is conducting the Exchange Offers in response to the current low commodity price environment that has had a significant, adverse impact on the Company. While the Company is not currently in default under its existing debt instruments, its ability to make the March 2016 interest payments on its 8.00% Second Lien Senior Secured Notes due 2018 and 8.875% Senior Notes due 2019 and service its other debt and fund its operations is at significant risk as a result of the sustained continuation of the current commodity price environment. If the Company is unable to complete the Recapitalization Plan, including the Exchange Offers, and address its near-term liquidity needs, it may need to seek relief under the U.S. Bankruptcy Code. This relief may include: (i) seeking bankruptcy court approval for the sale or sales of some, most or substantially all of the Company's assets pursuant to section 363(b) of the U.S. Bankruptcy Code and a subsequent liquidation of the remaining assets in the bankruptcy case; (ii) pursuing a plan of reorganization (where votes for the plan may be solicited from certain classes of creditors prior to a bankruptcy filing) that the Company would seek to confirm (or "cram down") despite any classes of creditors who reject or are deemed to have rejected such plan; or (iii) seeking another form of bankruptcy relief, all of which involve uncertainties, potential delays and litigation risks. Georgeson, Inc. is acting as the Information Agent and American Stock Transfer & Trust Company, LLC is acting as the Exchange Agent for the Exchange Offers. The Exchange Offers are scheduled to expire at 5:00 p.m., New York City time, on February 24, 2016, unless extended. The complete terms and conditions of the Exchange Offers are set forth in the offers to exchange and related letters of transmittal that are being sent to holders of the Existing Preferred Stock and Existing Unsecured Notes. Copies of the offers to exchange and letters of transmittal may be found on the Company's website at http://www.goodrichpetroleum.com/and may be obtained from the Exchange Agent or the Information Agent for the Exchange Offers as follows: Georgeson, Inc., at 888-607-6511 (toll free) or http://www.georgeson.com/ American Stock Transfer & Trust Company, LLC, at (877) 248-6417 (toll free) or (718) 921-8317 or http://www.amstock.com Goodrich Petroleum Corporation is an independent oil and gas exploration and production company. GREAT LAKES COMNET: Appoints KCC as Claims and Noticing Agent ------------------------------------------------------------- Great Lakes Comnet, Inc. and Comlink, L.L.C. seek authority from the Bankruptcy Court to employ Kurtzman Carson Consultants, LLC as their claims, balloting and noticing agent, effective nunc pro tunc to the Petition Date. The Debtors believe it is necessary and in the best interests of their creditors and their estates to engage KCC to act as Claims Agent in order to assume full responsibility for, among other things, processing and docketing of all proofs of claim filed in their cases. In addition, in connection with any plan, the Debtors have determined that they will likely require the services of KCC to act as Claims Agent with respect to, inter alia, the mailing of their disclosure statement, plan and ballots, and maintaining and tallying ballots in connection with the voting on those plans. The Debtors' creditor Matrix reflect approximately 1,000 creditors, claimants, or parties-in-interest. The following are KCC's consulting services & rates: Position Hourly Rate -------- ----------- Executive Vice President Waived Director/Senior Managing Consultant $175 Consultant/Senior Consultant $70-$160 Technology/Programming Consultant $35-$70 Clerical $25-$50 As part of the overall compensation payable to KCC under the terms of the Services Agreement, the Debtors have agreed to certain limitations of liability and indemnification obligations as described in the Services Agreement. These indemnification obligations exclude any losses arising from KCC's gross negligence or willful misconduct, and also any indemnification for any matter which does not comport with applicable law. Evan Gershbein, senior vice presideent of Corporate Restructuring Services at Kurtzman Carson Consultants, LLC, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES COMNET: Asks for 21-Day Extension to File Schedules --------------------------------------------------------------- Great Lakes Comnet, Inc. and Comlink, L.L.C. seek extension of the deadline for filing their schedules of assets and liabilities and statement of financial affairs through Feb. 29, 2016. The Debtors believe they will be unable to complete and file the Schedules and Statements by the current deadline due to (a) the complexity and volume of their financial affairs, and (b) the general press of business attendant to the commencement of the Debtors' Chapter 11 cases. There are approximately 1,000 creditors and other parties-in-interest involved in the Debtors' cases, Court document indicates. The Debtors also are party to approximately 2,000 contracts and unexpired leases. "Given the size and complexity of the Debtors' operations, and the fact that certain prepetition invoices have not been received and/or entered into the Debtors' financial systems, the Debtors have not had the opportunity to gather the necessary information to prepare and file their respective Schedules and Statements," says Stephen S. LaPlante, Esq., at Miller, Canfield, Paddock and Stone, P.L.C., counsel for the Debtors. About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES COMNET: Seeks Approval of $5.5 Million DIP Financing ---------------------------------------------------------------- Great Lakes Comnet, Inc. and Comlink, L.L.C seek permission from the Bankruptcy Court to borrow $5,500,000 ($3,850,000 of which will be available on an interim basis) from CoBank, ACB, their prepetition senior lender. In addition, the Debtors seek permission to use cash collateral of the Prepetition Lender. The DIP Lender agrees to finance the Debtors' projected cash needs through an anticipated Section 363 sale closing date in May, on a priming, first-security and superpriority basis pursuant to the DIP Loan Agreement and the DIP Orders. The Debtors have received a stalking horse offer, in the form of a purchase and sale agreement, for the sale and purchase of substantially all of their assets at a purchase price, including the assumption of certain liabilities, estimated to be approximately $32,600,000. According to the Debtors, they have inadequate cash collateral to operate and pay necessary expenses and to move forward with a sale process. "Absent access to the DIP Facility, the Debtors' businesses will simply shut down and their employees will have to be terminated," says Stephen S. LaPlante, Esq., at Miller, Canfield, Paddock and Stone, P.L.C., counsel for the Debtors. The Postpetition Loans mature and are due and payable in full on May 11, 2016, absent the occurrence of an earlier termination event or due date. The non-default interest rate is the prime rate plus 6.5% per annum, and the default interest rate is 5% per annum higher. As of the Petition Date, the amount owed by the Debtors under the Prepetition Financing Documents to the Prepetition Senior Lender and secured by the Prepetition Collateral is approximately $25,165,732, inclusive of accrued interest, fees, costs, and other amounts chargeable to the Debtors under the Prepetition Financing Documents. About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES COMNET: Seeks Joint Administration of Cases ------------------------------------------------------- Great Lakes Comnet, Inc. and Comlink, L.L.C ask the Bankruptcy Court to enter an order directing joint administration of their respective Chapter 11 cases under the Lead Case No. 16-00290. Specifically, the Debtors request that (i) the Court keep one file, (ii) the docket for each case contain a notice indicating joint administration of the cases, and (iii) the Court direct creditors to file proofs of claim only in the particular Chapter 11 case against whom the claim is asserted unless the claim is asserted against both Debtors or their estates. The Debtors maintain that by jointly administering these Chapter 11 cases, they will be able to reduce fees and costs resulting from the administration of these cases and ease the onerous administrative burden of having to file multiple and duplicative documents. The Debtors believe that joint administration will also simplify the Office of the United States Trustee's task of supervising these cases. About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. HAMPSHIRE GROUP: Elliott Davis Expresses Going Concern Doubt ------------------------------------------------------------ Elliott Davis Decosimo, LLC, in a Dec. 11, 2015 letter to the board of directors and stockholders of Hampshire Group, Limited, expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheets of the company as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. Elliott Davis pointed out that the company has suffered recurring losses and incurred negative cash flows from continuing operations and its total liabilities exceed its total assets at December 31, 2014. In addition, the company is in default under its credit facility and has entered into a forbearance agreement and amendment to the credit facility, which among other items, changed the maturity date of the credit facility to February 29, 2016. The company's lenders have indicated that they will not renew the credit facility beyond that maturity date, because they intend to exit this line of business. The company is in the process of attempting to obtain financing with a new lender. "These conditions raise substantial doubt about the company's ability to continue as a going concern." "We are seeking a replacement credit facility and are also considering raising additional financing through the sale of equity or debt. Although we have not yet received any commitments from potential lenders or investors, management believes that it will be able to secure new financing to replace our existing credit facility," related Paul M. Buxbaum, president and chief executive officer of the company, in a regulatory filing with the U.S. Securities and Exchange Commission on December 11, 2015. At December 31, 2014, the company had total assets of $44,296,000, total liabilities of $49,563,000 and total stockholders' deficit of $5,267,000. For the year ended December 31, 2014, the company posted a net loss of $28,763,000 as compared with a net loss of $16,040,000 for the year ended December 31, 2013. A full-text copy of the company's annual report is available for free at: http://tinyurl.com/j6hkwf8 New York-based Hampshire Group, Limited is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. (Hampshire Brands), Hampshire International, LLC (International) and Rio Garment S.A (Rio). The company sold Rio's shares of stock to a buying group headed by a former executive officer of Hampshire for $6.0 million in 2015. HAVERHILL CHEMICALS: Has Deal with BofA on 9th Amended Budget ------------------------------------------------------------- Haverhill Chemicals LLC on Jan. 22, 2016, submitted an agreement with Bank of America, N.A., as administrative agent, on a ninth amended budget for the use of cash collateral. The budget covers the period Sept. 27, 2015 through Jan. 31, 2016. A copy of the ninth amended budget is available for free at: http://bankrupt.com/misc/Haverhill_C_229_BofA_9th_Cash.pdf According to the budget, costs related to business operations and the Chapter 11 proceedings, including professional fees, total $58,000 for the week ended Jan. 31. About Haverhill Chemicals Haverhill Chemicals LLC owns and operated a chemical plant in Haverhill, Ohio, to produce Phenol, Acetone, Bisphenol A (BPA) and Alpha-Methylstyrene ("AMS") for sale to customers. The chemicals are used to manufacture a wide variety of chemical intermediates, including phenolic resins, paint, varnishes, pharmaceuticals, film, epoxy resins, flame retardants, coatings and heat resistance of polystyrene. Haverhill Chemicals filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 15-34918) on Sept. 18, 2015, with a deal to sell its Haverhill plant to ALTIVIA Petrochemicals, LLC, for $3 million, subject to higher or better bids. The Debtor estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The petition was signed by Paul Deputy, the chief financial officer. The case is assigned to Judge Marvin Isgur. Diamond McCarthy LLP serves as the Debtor's counsel. On Sept. 29, 2015, the U.S. trustee overseeing the Debtor's Chapter 11 case appointed Marathon Petroleum Company LP, Pritchard Electric Co., and CB&I Stone & Webster Construction Inc. to serve on the official committee of unsecured creditors. The Committee is represented by Gardere Wynne Sewell LLP. HEALTHWAREHOUSE.COM INC: Renews Senior Secured Debt With Melrose ---------------------------------------------------------------- HealthWarehouse.com, Inc., announced a renewal of the Company's Senior Secured Debt. The Company is a party to a Loan and Security Agreement, dated as of March 28, 2013, as amended on March 9, 2015, Sept. 8, 2015, and Nov. 11, 2015, with Melrose Capital Advisors, LLC. Under the terms of the Loan Agreement, the Company borrowed an aggregate of $1,000,000 from the Lender. The Loan is evidenced by a promissory note in the face amount of $1,000,000, as amended. The principal amount and all unpaid accrued interest on the Senior Note is payable on Dec. 31, 2015, or earlier in the event of default or a sale or liquidation of the Company. "HealthWarehouse.com is keenly focused on executing its business plan and moving in a positive direction. The Company's recent recognition in major national publications provides additional validation of the business model," said Tim Reilly, Managing Member of Melrose Capital. "Moreover, with the recent appointment of Dan Seliga as Chief Operating Officer and Chief Financial Officer, we remain confident in the management team, board of directors and strategic direction of the business." Terms of the renewal from Melrose Capital extend the debt five months to May 31, 2016. "We are fortunate to have the continued support of a great partner in Melrose Capital. Their unwavering support has allowed the Company to further expand on the opportunity to serve consumers who pay out of pocket for their prescriptions," said Lalit Dhadphale, president & CEO of HealthWarehouse.com. About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter medical products. Healthwarehouse.com reported a net loss attributable to common stockholders of $2.08 million on $6.12 million of net sales for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $7.3 million on $10.23 million of net sales in 2013. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Sept. 30, 2015, the Company had $1.06 million in total assets, $4.78 million in total liabilities and total stockholders' deficiency of $3.71 million. Bankruptcy Warning "The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code," the Company states in the report for the period ended Sept. 30, 2015. HELLAS TELECOMMS: Cos. Want PE Row Over $565M Judgment Tossed ------------------------------------------------------------- Jenna Ebersole at Bankruptcy Law360 reported that several private equity-tied entities slammed by the trustee for Hellas Telecommunications noteholders with a suit over a $565 million judgment urged a New York federal court on Jan. 21, 2016, to dismiss it, arguing that the complaint is defective and the claims are likely more appropriate abroad. The defendants said Wilmington Trust Co. has not sufficiently argued for jurisdiction in New York and several claims are time-barred. About Hellas Telecommunications In February 2007, Hellas Telecommunications was purchased from TPG Capital LP and Apax Partners by the Italian telecommunications giant Weather Group. The Company later suffered liquidity problems and commenced administration proceedings in the U.K. in November 2009. The administrators sold 100% of the shares of Wind Hellas to the existing owners, the Weather Group. An order placing the Company into liquidation was entered on Dec. 1, 2011. Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators petitioned for the Chapter 15 protection for the Company (Bankr. S.D.N.Y. Case No. 12-10631) on Feb. 16, 2012. Mr. Jackson was later succeeded by Simon James Bonney, and then recently by Bruce Mackay. Bankruptcy Judge Martin Glenn presides over the Chapter 15 case. The Debtor estimated assets and debts of more than $100,000,000. The Debtor did not file a list of creditors together with its petition. The Foreign Representatives commenced the lawsuit against various entities, captioned as, Hosking v. TPG Capital Management, L.P., et al., No. 14-01848 (MG) (Bankr. S.D.N.Y. March 13, 2014). TPG is represented by Paul M. O'Connor, III, Esq., and Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres, & Friedman, LLP of New York, NY. APAX is represented by Robert S. Fischler, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP of New York, NY. TCW is presented by Wayne S. Flick, Esq., and Amy C. Quartarolo, Esq., at Latham & Watkins LLP of Los Angeles, CA. Nikesh Aurora is represented by William F. Gray, Jr., Esq., and Alison D. Bauer, Esq., at Torys LLP of New York, NY and Michael A. Sherman, Esq., at Stubbs Alderton & Markiles, LLP of Sherman Oaks, CA. U.S. counsel to the Foreign Representatives as against all Defendants except Deutsch Bank AG and Nikesh Arora are Howard Seife, Esq., Thomas J. McCormack, Esq., Andrew Rosenblatt, Esq., and Marc D. Ashley, Esq., at Chadbourne & Parke LLP. U.S. counsel to the Foreign Representatives as against Deutsch Bank AG and Nikesh Arora are Alexander H. Schmidt, Esq., Alan McDowell, Esq., and Jeremy Cohen, Esq., at Wolf Haldenstein Adler Freeman & Herz LLP. HONG KONG ENTERTAINMENT: U.S. Trustee Balks at First Day Motions ---------------------------------------------------------------- The U.S. Trustee for the District of the Commonwealth of the Northern Mariana Islands objected to various first day motions filed on Dec. 31, 2015, by Hong Kong Entertainment (Overseas) Investment, Ltd. According to the Trustee, with the exception of the Debtor's application to employ as Chapter 11 counsel Timothy H. Bellas, various first day motions are not supported with any admissible evidence. About Hong Kong Entertainment Hong Kong Entertainment (Overseas) Investment, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. D. NMI Case No. 15-00006) on Dec. 11, 2015. The petition was signed by Chun Wai Chan as chairman of the Board of Directors and president. Timothy H. Bellas, LLC represents the Debtor as counsel. Judge Ramona V. Manglona has been assigned the case. The Debtor, in an amended schedules, disclosed total assets of $55,213,814 and total liabilities of $273,462,659. In its original schedules, the Debtor disclosed total assets of $55,204,880 and total liabilities of $258,482,942. HYPNOTIC TAXI: Bank OK'd to Attach Real Estate Entities to Trusts ----------------------------------------------------------------- In this proceeding, which was removed by Hypnotic Taxi LLC, et al., to the United States Bankruptcy Court for the Eastern District of New York from the Supreme Court, New York County, Plaintiff Citibank, N.A., the principal creditor of the debtors, seeks to collect amounts owed to it from Defendant Evgeny Freidman, guarantor of the debtors' obligations. The motion presents two questions: (1) whether Citibank is entitled to an order of attachment against Freidman's property, and (2) whether an order of attachment to secure a judgment against Freidman can attach property which Freidman transferred to four trusts in June, 2015. Freidman maintains that these transfers were for estate planning purposes, while Citibank contends that the circumstances show that the transfers were made to defraud creditors or to frustrate the enforcement of a judgment that might be entered in Citibank's favor. The timing of the transfers, the chronology of events surrounding them, the testimony heard at the trial held on November 30, 2015, and the documentary evidence in the record, demonstrate that these transfers were made with intent to defraud Freidman's creditors or to frustrate a judgment that might be entered in Citibank's favor. In a Decision dated January 12, 2016, which is available at http://is.gd/ytMaymfrom Leagle.com, Judge Carla E. Craig of the United States Bankruptcy Court for the Eastern District of New York lifted the stay, entered on November 19, 2015 of the order of attachment entered on November 17, 2015, and Citibank is authorized to attach the Real Estate Entities transferred by Freidman to the Trusts. The case is In re HYPNOTIC TAXI LLC, et al., Chapter 11, Debtors. CITIBANK, N.A., Plaintiff, v. BOMBSHELL TAXI LLC, et al., Defendants, Case No. 15-43300 (CEC), Adv. Pro. No. 15-01185 (CEC). Jantra Van Roy, Esq. -- jroy@zeklaw.com -- Robert Guttmann, Esq. -- rguttman@zeklaw.com -- & Nathan Schwed, Esq. -- nschwed@zeklaw.com -- Zeichner Elleman & Krause LLP, New York, NY, Attorneys for Plaintiff. Brett A Berman, Esq. -- bberman@foxrothschild.com -- Fox Rothschild LLP, Matthew S. Adams, Esq. -- madams@foxrothschild.com -- Fox Rothschild LLP & Hal L Baume, Esq., Esq. -- hbaume@foxrothschild.com -- Fox Rothschild LLP, Philadelphia, PA, Attorneys for Defendants. About Hypnotic Taxi Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on July 22, 2015. The petition was signed by Evgeny Freidman as sole and managing member. Klestadt Winters Jureller Southard & Stevens LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the case. The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total liabilities of $2,825,401 as of the Petition Date. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. HYUN UM: Spokane Rock Wins Partial Summary Judgment --------------------------------------------------- Spokane Rock 1, LLC, filed a Motion for Summary Judgment against Debtors Hyun and Jin Um and Thomas and Patricia Price on SR 1's Amended Complaint objecting to the discharge of the Debtors. SR 1 objects to each of the Debtors' discharge under Sections 727(a)(2), (a)(3), (a)(4), and (a)(6)1 of the Bankruptcy Code. Section 1141(d)(3) provides that the confirmation of a plan does not discharge a debtor if: (A) the plan provides for the liquidation of all or substantially all of the property of the estate; (B) the debtor does not engage in business after consummation of the plan; and (C) the debtor would be denied a discharge under section 727(a) of this title if the case were a case under chapter 7 of this title. Judge Paul B. Snyder of the United States Bankruptcy Court for the Western District of Washington, Tacoma, granted partial summary judgment. The court ruled that SR 1 has established the final element of Section 1141(d)(3) as to Mr. Um, Mr. Price, and Ms. Price, and is entitled to summary judgment on its claim for denial of discharge in accordance with Section 1141(d)(3) and Section 727(a). Since issues of material fact remain on SR 1's claims for denial of discharge against Ms. Um under Section 1141(d)(3)(C), SR 1 is not entitled to summary judgment against Ms. Um under Section 1141(d)(3)(C) or Section 727(a). The adversary proceeding is SPOKANE ROCK I, LLC, Plaintiff, v. HYUN J. UM and JIN S. UM, husband and wife, and THOMAS W. PRICE and PATRICIA A. PRICE, husband and wife, Defendants, ADVERSARY NO. 14-04311 (Bankr. D. Wash.). The bankruptcy cases are captioned In re: HYUN J. UM and JIN S. UM, Debtors. In re: THOMAS W. PRICE and PATRICIA A. PRICE, Debtors, CASE NOS. 10-46731, 10-46732 (Bankr. W.D. Wash.). A full-text of the Memorandum Decision is available at http://is.gd/FcoVTWfrom Leagle.com. Spokane Rock I, LLC, Plaintiff, represented by: Charles R Ekberg, Esq. -- ekbergc@lanepowell.com -- Lane Powell PC, Laura Marquez-Garrett, Esq. -- garrettl@lanepowell.com -- Lane Powell PC. Hyun J Um, Defendant, represented by Steven J Reilly, Esq. -- steven@thetracylawgroup.com -- The Tracy Law Group PLLC, J Todd Tracy, Esq. -- todd@thetracylawgroup.com -- The Tracy Law Group PLLC About Hyun J. Um and Jin S. Um Tacoma, Washington-based Hyun J. Um and Jin S. Um filed for Chapter 11 protection on August 17, 2010 Bankr. W.D. Wash. Case No. 10-41789). The Debtors disclosed $2,249,284 in assets and $347,838,987 in liabilities as of the Petition Date. IMEDICOR INC: Cross Fernandez Expresses Going Concern Doubt ----------------------------------------------------------- Cross, Fernandez & Riley, LLP, in a letter to the board of directors and stockholders of iMedicor, Inc. dated November 24, 2015, expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheet of the company as of June 30, 2014, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the year then ended. Cross Fernandez related that the company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. For the year ended June 30, 2014, the company generated net income of $1,953,054 but otherwise it has incurred operating losses to date and would have had a net loss of $3,092,874 for the year ended June 30, 2014 without the noncash gain from the change in fair value of derivatives of $5,045,928. The company has an accumulated deficit, total stockholders' deficit and net working capital deficit of $54,264,291, $9,621,435 and $4,548,165 at June 30, 2014, respectively. "The company's activities have been primarily financed through convertible debentures, and private placements of equity securities. The company intends to raise additional capital through the issuance of debt or equity securities to fund its operations. The financing may not be available on terms satisfactory to the company, if at all," disclosed the company's chief executive officer Robert McDermott, director and chairman of the board JD Smith, chief financial officer Don Sproat, and directors Jeff Stellinga and Joey Guerra in a regulatory filing with the U.S. Securities and Exchange Commission on December 9, 2015. "In light of these matters, there is substantial doubt that the company will be able to continue as a going concern." "While we believe in the viability of our strategy to increase revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is ultimately dependent upon our ability to continually increase our customer base and realize increased revenues from recently signed contracts and obtain capital on acceptable terms," the officers told the SEC. At June 30, 2014, the company had total assets of $1,723,520, total liabilities of $11,344,955 and total stockholders' deficit of $9,621,435. The company posted a net income of $1,953,054 for the year ended June 30, 2014 as compared with a net loss of $8,230,466 for the year ended June 30, 2013. A full-text copy of the company's annual report is available for free at: http://tinyurl.com/hynj5lv Windermere, Florida-based iMedicor, Inc. builds cloud based software, healthcare records capture, storage, retrieval, transport and security related products. The company's focus presently is on three different revenue streams: (1) iMedicor's cloud-based exchange, the iCoreExchange, which allows physicians, patients and other members of the healthcare community to exchange patient-specific healthcare information securely via the internet, while maintaining compliance with all current Health Insurance Portability and Accountability Act (HIPAA) regulations, (2) Customized EHR platform technology that is specifically tailored to provide specialized medical practices with a technology that conforms to workflows of that particular medical discipline such as ophthalmology, dentistry, orthopedic and other specialty practices, and (3) iMedicor has developed a Meaningful Use Consulting Division assisting both medical and dental healthcare providers becoming "Meaningful Use" compliant to ultimately qualify for federal incentive funds under the Federal Meaningful Use Incentive Funds Program. INTERNATIONAL SUPPLY: Reports Total Assets of $11.2 Million ----------------------------------------------------------- International Supply Co. filed with the U.S. Bankruptcy Court for the Central District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $3,058,723 B. Personal Property $8,182,435 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,848,648 E. Creditors Holding Unsecured Priority Claims $123,737 F. Creditors Holding Unsecured Non-priority Claims $4,294,405 ----------- ----------- TOTAL $11,241,158 $16,266,790 A copy of the company's schedules of assets and liabilities is available at http://is.gd/KD1sfr About International Supply International Supply Co. commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Central District of Illinois (Case No. 15-81467) on September 24, 2015. The Debtor's primary line of business is integration services and machinery for power generation systems throughout the country. The Debtor has tapped Sumner Bourne, Esq., as its counsel. Judge Thomas L. Perkins has been assigned the case. The Office of the U.S. Trustee appointed six creditors to the official committee of unsecured creditors. The committee is represented by Goldstein & McClintock LLLP. ISIGN SOLUTIONS: Effects 1-for-1,250 Reverse Common Stock Split --------------------------------------------------------------- iSign Solutions Inc., held its special meeting of stockholders on Jan. 20, 2016, at which the Company's stockholders: (i) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding shares of common stock in a range of not less than 1-for-750 and not more than 1-for-1,250; (ii) approved amendments to each of the certificate of designation for each series of the Company's preferred stock to, among other things, (a) automatically convert the respective series of the Company's preferred stock into shares of common stock upon the closing of a firm- commitment underwritten public offering of shares the Company's common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of the respective series of the Company's preferred stock; and (iii) approved a Second Amended and Restated Certificate of Incorporation which will integrate the then-in-effect provisions of the Company's Amended and Restated Certificate of Incorporation and further amend those provisions by, among other things, decreasing the Company's authorized common stock and preferred stock. A copy of the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with Secretary of State of the State of Delaware on Jan. 21, 2016, is available for free at http://is.gd/B3ETNn On Jan. 21, 2016, iSign filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-1,250 reverse split of the Company's outstanding shares of common stock. The reverse split became effective on Jan. 22, 2016. The Company's common stock began trading on the OTCQB on a post-reverse split basis on Jan. 22, 2016. Immediately following the effectiveness of the reverse split of the Company's outstanding shares of common stock, there were 187,246 shares of common stock issued and outstanding. The new CUSIP number for the Company's post reverse split common stock is 46436A 203. ABOUT iSIGN iSIGN (formerly known as Communication Intelligence Corporation or CIC) is a provider of digital transaction management (DTM) software enabling fully digital (paperless) business processes. iSIGN's solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated software platform for both ad-hoc and fully automated transactions. iSIGN's software platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models. iSIGN is headquartered in Silicon Valley. For more information, please visit the Company's Web site at www.isignnow.com. iSIGN's logo is a trademark of iSIGN. As of Sept. 30, 2015, Communication Intelligence had $1.36 million in total assets, $2.28 million in total liabilities and a $924,000 total deficit. Communication Intelligence has incurred significant cumulative losses since its inception and, at June 30, 2015, the Company's accumulated deficit was $125,231,000. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2015, the Company's cash balance was $409,000. The Company said these factors raise substantial doubt about its ability to continue as a going concern. KSL MEDIA: Suit Against Landau Gottfried Remanded to Bankr. Court ----------------------------------------------------------------- Defendants Rodger M. Landau and Landau Gottfried & Berger LLP filed a motion to withdraw the reference of an adversary proceeding to the United States Bankruptcy Court for the Central District of California. Plaintiff David Gottlieb, as Chapter 7 trustee of KSL Media, Inc., T.V. 10's LLC, and Fulcrum 5, Inc., timely filed his opposition. The Defendants timely filed their Reply. The Defendants seek withdrawal of the Adversary Proceeding's referral to bankruptcy court on two main grounds. Invoking mandatory withdrawal, the Defendants argue that the Court must withdraw the reference because the Defendants have a right to a jury trial on the Plaintiff's claims for professional negligence, breach of fiduciary duty, and breach of contract and the Plaintiff's claim for Constructively Fraudulent Transfer of the Pre-Petition Fees and Defendants do not consent to a jury trial in bankruptcy court. The Plaintiff does not dispute, and thus appears to concede, that the Defendants have a right to a jury trial on the Plaintiff's Malpractice and Fraudulent Transfer Claims. In an Order dated January 6, 2016, which is available at http://is.gd/pZBej6from Leagle.com, Judge Andre Birotte of the United States District Court for the Central District of California denied the Motion to Withdraw Reference without prejudice to renewal if and when the case is ready for trial. Judge Birotte remanded the case to the bankruptcy court. The case is In re: KSL MEDIA, INC., T.V. 10's, LLC and FULCRUM 5, INC., Chapter 7, Debtors. [] Affects KSL Media, Inc. [] Affects T.V. 10's, LLC X Affects Fulcrum 5, Inc., X Affects all Debtors. DAVID K. GOTTLIEB, as Chapter 7 Trustee for KSL Media, Inc.; DAVID K. GOTTLIEB, as Chapter 7 Trustee for T.V. 10's, LLC; and DAVID K. GOTTLIEB, as Chapter 7 Trustee for Fulcrum 5, Inc. Plaintiffs, v. RODGER M. LANDAU and LANDAU GOTTFRIED & BERGER LLP, Defendants, Case Nos. CV 15-08748-AB, BK 13-15929-MB, No. 13-15930-MB., BK 13-15931-MB, Adv. No. AP 15-01212-GM. David K Gottlieb, as Chapter 7 Trustee, Plaintiff, is represented by Eric Roy Wilson, Esq.-- ewilson@kelleydrye.com -- Kelley Drye and Warren LLP & William S Gyves, Esq. -- wgyves@kelleydrye.com -- Kelley Drye and Warren LLP. Defendants are represented by John W Sheller, Esq. -- jsheller@hinshawlaw.com -- Hinshaw and Culbertson LLP, Peter Lindsey Isola, Esq. -- pisola@hinshawlaw.com -- Hinshaw and Culbertson LLP & Travis R Wall, Esq. -- twall@hinshawlaw.com -- Hinshaw & Culbertson LLP. About KSL Media One of the largest independent media-buying firms in the United States, KSL Media Inc., and two affiliates filed for Chapter 11 protection on Sept. 11, 2013, in Central California, driven to bankruptcy after losing a major account and claiming it was the victim of an alleged multimillion-dollar embezzlement scheme it blamed on its former controller. According to the bankruptcy declaration from current controller Janet Miller-Allen, the company's former controller Geoffrey Charness is the subject of an FBI investigation connected to an alleged scheme to dump $140 million from the company's accounts. The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before Judge Alan M. Ahart. The Debtors are represented by Rodger M. Landau, Esq., and Monica Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles, California. The Debtors' accountant is Grobstein Teeple Financial Advisory Services LLP. The Debtors disclosed $34,652,932 in assets and $64,946,225 in liabilities as of the Chapter 11 filing. LIQUID HOLDINGS: Files Chapter 11 Bankruptcy Petition ----------------------------------------------------- Liquid Holdings Group, Inc., a SaaS provider of investment management solutions for the buy side, on Jan. 28 disclosed that it and its subsidiary Liquid Prime Holdings, LLC, each filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code. The Company believes the Chapter 11 process will provide the greatest flexibility to pursue viable options for asset sales or other alternatives. Liquid will continue to operate the business as a debtor-in-possession in its Chapter 11 case. The Company has filed a series of first-day motions with the Court that will allow it to continue to conduct business without interruption. These motions are designed primarily to minimize the impact on the Company's operations, customers and employees. The Company's counsel in Chapter 11 is Blank Rome LLP. The Company has engaged Carl Marks Advisory Group, LLC as its bankruptcy financial advisor and SenaHill Advisors, LLC as its investment banker. About Liquid Holdings Group Liquid Holdings Group, Inc. (otc pink:LIQD) -- http://www.liquidholdings.com-- is a SaaS provider of investment management solutions to the buy side. The Liquid platform combines multi-asset order, execution and risk management with shadow NAV and investor reporting capabilities. Liquid goes a step further, backing its mission-critical front-office capabilities with managed services to transform manually intensive middle-office processes into an automated, seamless experience. The Company offers the Liquid platform or any of its components on a subscription basis to hedge fund managers, asset managers, family offices and financial institutions worldwide. Liquid was named Best EMS and Best New Cloud Application by HFM, 2014 Best Global Risk Management Software Company and Best USA Global Risk Management Software Company by the readers of Hedgeweek, as well as 2014 Best Cloud Provider and Best Fin Tech Operations Startup by FTF News. Headquartered in Hoboken, New Jersey, Liquid Holdings Group was formed in 2012. LONESTAR GEOPHYSICAL: Can Use Frontier Cash Collateral Until Feb. ----------------------------------------------------------------- U.S. Bankruptcy Judge Sarah A. Hall has authorized LoneStar Geophysical Surveys, LLC, to access the cash collateral of Frontier State Bank, through Feb. 28, 2016, in accordance with a budget. All objections to the motion are overruled. Judge Hall also orders that the Debtor will not use cash collateral if such use shall cause cash on hand of the Debtor to be less than $50,000. As adequate protection, Frontier State Bank is granted a replacement lien in all of the Debtor’s post-petition cash collateral and real and personal property. Frontier Savings Bank (FSB) has earlier filed an objection to the cash collateral motion. While FSB previously consented to use of its cash collateral, FSB made this decision prior to the filing of the November MOR and the disclosure of the Debtor’s precarious cash position. Upon review of the November MOR, counsel for FSB contacted counsel for the Debtor to ask for an explanation of how the Debtor would be able to proceed without cash. While counsel for the Debtor agreed to provide FSB with an explanation, one has not yet been provided to FSB. Accordingly, unless and until the Debtor provides a satisfactory explanation of the Debtor’s anticipated income, the timing of any such income, and the source of such income, FSB cannot consent to use of its (nearly depleted) cash collateral. FSB is represented by: Crowe & Dunlevy William H. Hoch III, Esq. Christopher Staine, Esq. 324 N. Robinson Ave., Suite 100 Oklahoma City, OK 73102-8273 Tel: (405) 235-7700 Fax: (405) 239-6651 About LoneStar Geophysical LoneStar Geophysical Surveys, LLC, is in the business of acquiring seismic data for the oil and gas industry. It owns a fleet of 13 state-of-the-art vibes (vibrators that generate seismic waves) and a commensurately large inventory of wireless nodes (that receive those seismic waves and transmit the resulting information for processing and interpretation). LoneStar was formed as an Oklahoma limited liability company on August 4, 2009, by Heath Harris who continues to serve as its manager. LoneStar Geophysical sought Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) on May 18, 2015. The Debtor disclosed total assets of $21,643,793 and total liabilities of $12,311,768 in its amended schedules. Judge Hon. Sarah A. Hall presides over the case. The Debtor tapped Ross A. Plourde, Esq., at McAfee & Taft, as counsel. LONG RUN: Forbearance Agreement Extended to Jan. 29 --------------------------------------------------- Long Run Exploration Ltd. on Jan. 25 disclosed that it has entered into an extension to the interim forbearance and amending agreement to its credit agreement with its lending syndicate. The extension of the forbearance relief from January 22, 2016 to January 29, 2016 reflects the progress made to date in documenting the amendments to Long Run's credit facilities, which is a pre-condition to the implementation of the plan of arrangement announced on December 21, 2015. Long Run expects that such amendments will be executed by the end of the forbearance period. Long Run and the purchaser continue to work together toward the completion of the Arrangement for the benefit of all stakeholders. The forbearance extension has no impact on the anticipated closing of the Arrangement in April 2016. As a term of the forbearance extension, the credit agreement has been amended to restrict the Company from making any payment of interest on its outstanding 6.40% convertible unsecured subordinate debentures without the prior written consent of its Lenders. As a result, the semi-annual interest payment on the Debentures payable February 1, 2016 will be required to be deferred. However, this interest will be paid on closing of the Arrangement in connection with the acquisition of the Debentures, together with all other accrued and unpaid interest on the Debentures, in accordance with the Arrangement. The Toronto Stock Exchange has advised the Company that the Debentures, when they commence trading on January 26, 2016, will trade on an interest flat basis until further notice. The TSX has advised that it will not report accrued interest regarding any trades made on an interest flat basis to its participating organizations. The Company's Board of Directors and Management continue to believe that pursuing the Arrangement is in the best interest of Long Run and its stakeholders. Long Run Exploration Ltd. -- http://www.longrunexploration.com/-- is a Canada-based intermediate oil and natural gas company. The Company is engaged in development, exploration and production of crude oil and natural gas in the Western Canadian Sedimentary Basin. LYONDELL CHEMICAL: Court Dismisses Count 4 of Suit vs. Blavatnik ---------------------------------------------------------------- Edward S. Weisfelner, the trustee of the LB Litigation Trust, asserts a total of 21 claims against the defendants Leonard Blavatnik, et al., in an adversary proceeding. The 21 claims variously charge breaches of fiduciary duty; the aiding and abetting of those alleged breaches; intentional and constructive fraudulent conveyances, unlawful dividends, and a host of additional bases for recovery under state law, the Bankruptcy Code, and the laws of Luxembourg, under which several of the Basell entities were organized. The Complaint also seeks to equitably subordinate defendants' claims that might otherwise be allowed. The Trustee's Complaint, in turn, engendered a large number of motions to dismiss. This is one of several opinions ruling on those motions -- here, the motion to dismiss Count 4, charging that Merger-related payments to Lyondell's Pre-Merger Directors and Pre-Merger Officers (the "Pre-Merger Ds & Os") were intentional fraudulent transfers. In a Decision and Order dated January 4, 2016, which is available at http://is.gd/TqxQvtfrom Leagle.com, Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York granted the Pre-Merger Ds & Os' motions to dismiss Count 4 of the Complaint and the intentional fraudulent conveyance claims against them. In deciding these motions, the Court does not write on a clean slate. It issued two earlier decisions dismissing other intentional fraudulent transfer claims -- there, in actions against Lyondell's former shareholders. Though the sums that were sought differed, the allegations supporting the requisite scienter in each largely overlapped with those here -- particularly those as to the alleged conduct of the Pre-Merger Officers in fabricating certain refreshed projections to support the $48 per share Merger price, and of Pre-Merger Directors in sanctioning the refreshed projections, Judge Gerber ruled. While fully recognizing the seriousness of the allegations against some of the Pre-Merger Ds & Os particularly Lyondell CEO Dan Smith and well understanding their relevance to claims for breach of fiduciary duty and fraud -- the Court does not see these allegations as supporting claims for intentional fraudulent transfers, Judge Gerber held. The adversary proceeding is EDWARD S. WEISFELNER, AS LITIGATION TRUSTEE OF THE LB LITIGATION TRUST, Plaintiff, v. LEONARD BLAVATNIK, et al., Defendants, Adversary Proceeding No. 09-1375 (REG)(Bankr. S.D.N.Y.). The case is In re: LYONDELL CHEMICAL COMPANY, et al., Chapter 11 Debtors, No. 09-10023 (REG) (Jointly Administered)(Bankr. S.D.N.Y.). Edward S. Weisfelner, as Litigation Trustee of the LB Litigation Trust, Plaintiff, is represented by Sigmund S. Wissner-Gross, Esq. -- swissnergross@brownrudnick.com -- Brown Rudnick, LLP. Blavatnik, Defendant, is represented by Nicholas Calamari, Esq. -- 1/0 Capital, LLC, Benjamin Finestone, Esq. -- benjaminfinestone@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP, Whitman L. Holt, Esq. -- wholt@ktbslaw.com -- Klee, Tuchin, Bogdanoff & Stern LLP, Susheel Kirpalani, Esq. -- susheelkirpalani@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan LLP, Rex Lee, Esq. -- rex.lee@quinnemanuel.com -- Quinn Emanuel Urquhart Oliver & Hedges, LLP, Frances S. Lewis, Esq. -- frances.lewis@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP, Andrew J. Rossman, Esq. -- andrew.rossman@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP, Alex J.B. Rossmiller, Esq. -- alex.rossmiller@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, Sarah L Rubin, Esq. -- Barrasso Usdin Kupperman Freeman & Sarver, L.L.C., Katherine Scherling, Esq. -- katherine.scherling@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP, Richard I. Werder, Esq. -- richard.werder@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan LLP. Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MICHAEL KING FOUNDATION: Case Summary & 4 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: The Michael King Smith Foundation 1271 NE Hwy 99W, PMB 502 McMinnville, OR 97128 Case No.: 16-30233 Type of Business: Business Trust Chapter 11 Petition Date: January 26, 2016 Court: United States Bankruptcy Court District of Oregon Judge: Hon. Randall L. Dunn Debtor's Counsel: Nicholas J Henderson, Esq. MOTSCHENBACHER & BLATTNER, LLP 117 SW Taylor Street, Ste 300 Portland, OR 97204 Tel: 503-417-0500 Fax: 503-417-0501 Email: nhenderson@portlaw.com Estimated Assets: $100 million to $500 million Estimated Debts: $1 million to $10 million The petition was signed by Lisa Anderson, trustee. List of Debtor's four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Century Aviation Services Rendered $20,052 3908 Airport Way East Wenatchee, WA 98802 Colin Powers Services Rendered $2,607 PO Box 1812 La Pine, OR 97739 K&L Gates Services Rendered $9,876 1 SW Columbia Street Suite 1900 Portland, OR 97258 Miller Nash Services Rendered $1,504 111 SW Fifth Avenue Suite 3400 Portland, OR 97204 MIDSTATES PETROLEUM: R/C IV Eagle Reports 24% Stake as of Jan. 22 ----------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, R/C IV Eagle Holdings, L.P., Riverstone/Carlyle Energy Partners IV, L.P. and R/C Energy GP IV, LLC disclosed that as of Jan. 22, 2016, they beneficially own 2,626,686 shares of common stock of Midstates Petroleum Company, Inc., representing 24.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/nT6KcJ About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates reported net income of $117 million on $794 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $344 million on $470 million of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $2.47 billion in total assets, $2 billion in total liabilities and $466 million in total stockholders' equity. The Company's independent auditor, Deloittee & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that Midstates' projected debt covenant violation and resulting lack of liquidity raise substantial doubt about its ability to continue as a going concern. * * * Midstates Petroleum carries a 'B' corporate credit rating from Standard & Poor's Ratings Services. As reported by the TCR on April 8, 2013, Moody's Investors Service affirmed Midstates Petroleum's 'B3' Corporate Family Rating. MILAGRO OIL: Has Until Feb. 10 to Decide on Unexpired Leases ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware extended until Feb. 10, 2016, Milagro Holdings, LLC, et al.'s time to assume or reject unexpired leases of non-residential property. Justin P. Duda, Esq., at Young Conaway Stargatt & Taylor, LLP, co-counsel to the Debtors, submitted a certificate of no objection to the motion. The Debtors explained that the lessors and counterparties to the Unexpired Leases will not be prejudiced by the relief requested because the lessors and counterparties are receiving timely payment of all undisputed rent, royalties and other payments coming due under the unexpired leases after the Petition Date. About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc. is an independent oil and gas companies primarily engaged in the acquisition, exploration, exploitation, development, production and sale of oil and natural gas reserves. Milagro's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana and Mississippi. Milagro has 1,200 wells in South Texas, along the Gulf Coast and in Louisiana. As of March 31, 2015, the book value of Milagro's total assets and liabilities was approximately $390 million and $468 million, respectively. Milagro generated revenues of $153.1 million and $23.5 million during the fiscal year ended Dec. 31, 2014 and the three month period ended March 31, 2015, respectively. On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings, LLC, and four affiliated entities each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin Gross and are jointly administered under In re Milagro Holdings, Case No. 15-11520. The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii) Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as claims and noticing agent. Noteholders that are parties to the RSA have tapped (i) Akin Gump Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton & Finger, P.A., as Delaware legal counsel, and (iii) Blackstone Advisory Partners L.P., as financial advisor. Balmoral Advisory Services LLC serves as financial advisor and investment banker. * * * Judge Kevin Gross on Oct. 8, 2015, confirmed the Debtors' Amended Joint Plan of Reorganization. MILAGRO OIL: Has Until Feb. 10 to Remove Causes of Action --------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware extended until Feb. 10, 2016, Milagro Holdings, LLC, et al.'s time to file notices of removal of claims and causes of action related to the Debtors' chapter 11 proceedings. Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, co-counsel to the Debtors, submitted a certificate of no objection to the motion. The Debtors, in their motion, explained that they needed additional time to fully investigate the actions to determine whether removal is appropriate. The Debtors have begun evaluating claims filed against their estates, but the claims reconciliation process is ongoing. About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc. is an independent oil and gas companies primarily engaged in the acquisition, exploration, exploitation, development, production and sale of oil and natural gas reserves. Milagro's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana and Mississippi. Milagro has 1,200 wells in South Texas, along the Gulf Coast and in Louisiana. As of March 31, 2015, the book value of Milagro's total assets and liabilities was approximately $390 million and $468 million, respectively. Milagro generated revenues of $153.1 million and $23.5 million during the fiscal year ended Dec. 31, 2014 and the three month period ended March 31, 2015, respectively. On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings, LLC, and four affiliated entities each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin Gross and are jointly administered under In re Milagro Holdings, Case No. 15-11520. The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii) Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as claims and noticing agent. Noteholders that are parties to the RSA have tapped (i) Akin Gump Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton & Finger, P.A., as Delaware legal counsel, and (iii) Blackstone Advisory Partners L.P., as financial advisor. Balmoral Advisory Services LLC serves as financial advisor and investment banker. * * * Judge Kevin Gross on Oct. 8, 2015, confirmed the Debtors' Amended Joint Plan of Reorganization. MILLENNIUM LAB: Appeal from Confirmation Order Does to 3rd Cir. --------------------------------------------------------------- Before the Court is the Opt-Out Lenders' motion to certify the Court's order confirming Millennium Lab Holdings II, LLC, et al.'s Prepackaged Joint Chapter 11 Plan of Reorganization directly to the United States Court of Appeals for the Third Circuit. While the Opt-Out Lenders assert multiple grounds for direct certification, the crux of their argument is that this court's approval of nonconsensual third party releases is contrary to at least one other decision in this district and involves a matter of "public importance," which warrants bypassing the normal appeals process. The Confirmation Order involves one question of law requiring resolution of conflicting decisions. In a Memorandum Opinion dated January 12, 2016 which, is available at http://is.gd/xsbyMYfrom Leagle.com, Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware certified the appeal to the United States Court of Appeals for the Third Circuit. The case is In re: MILLENNIUM LAB HOLDINGS II, LLC, et al., Chapter 11, Debtors, Case No. 15-12284 (LSS) Jointly Administered. Millennium Lab Holdings II, LLC, Debtor, is represented by Ryan M. Bartley, Esq. -- rbartley@ycst.com -- Young Conaway Stargatt & Taylor, LLP, Anthony W. Clark, Esq. -- anthony.clark@skadden.com -- Skadden Arps Slate Meagher & Flom LLP, Raquelle L. Kaye, Esq. -- raquelle.kaye@skadden.com -- Skadden Arps Slate Meagher & Flom LLP, Matthew N Kriegel, Esq. -- matthew.kriegel@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP, Jason M. Liberi, Esq. -- jason.liberi@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP, Pauline K. Morgan, Esq. -- pmorgan@ycst.com -- Young Conaway Stargatt & Taylor, LLP, Felicia Gerber Perlman, Esq. -- felicia.perlman@skadden.com -- Skadden,Arps,Slate,Meagher&Floam LLP, Kenneth S. Ziman, Esq. -- kenneth.ziman@skadden.com -- Skadden,Arps,Slate,Meagher&Flom LLP. About Millennium Lab Millennium Lab Holdings II, LLC, Millennium Health, LLC and Rxante, LLC, providers of laboratory-based diagnostic testing focused on drugs of abuse and clinical medication monitoring, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284, 15-12285 and 15-12286, respectively) on Nov. 10, 2015. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of more than $1 billion. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez & Marsal as financial advisor; and Prime Clerk LLC as claims and noticing agent. Judge Laurie Selber Silverstein has been assigned the case. MOLYCORP INC: Judge Limits News Leak Hunt ----------------------------------------- Jeff Montgomery at Bankruptcy Law360 reported that a Delaware bankruptcy judge on Jan. 22, 2016, scaled back an order for individual disclosures in a hunt for sources of news leaks about Molycorp Inc.'s $1.9 billion bankruptcy, agreeing with Bloomberg News objections that the original demand raised First Amendment concerns. Ruling from the bench after a brief hearing, U.S. Bankruptcy Judge Christopher S. Sontchi also said Bloomberg could participate in efforts to develop a compromise replacement for the sweeping questionnaire that he approved earlier this month. About Molycorp Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MONAKER GROUP: Appoints New CFO and COO for Next Phase of Growth ---------------------------------------------------------------- Monaker Group announced that Mr. Omar Jimenez has joined the Company as chief financial officer and chief operating officer effective on Jan. 21, 2016. Mr. Jimenez has over 33 years of CFO and senior executive experience in Public and Private Corporations ranging from start-up to over $400 million in Revenues across Travel & Hospitality, Real Estate and Insurance Industries. Mr. Jimenez has held a variety of senior financial management positions including CFO at EpiCenter Development, a real estate developer with combined projects amounting to $6 billion, and President & CFO at American Leisure Holdings, Inc., with listings on the NASDAQ and London Stock Exchange focusing on leisure and business travel, hospitality & hotels, call centers and real estate development. Mr. Jimenez also served as director of Operations for US Installation Group, Inc., a selling and installation group for The Home Depot, and CFO and VP of Onyx Group, Inc. a conglomerate with 700 employees and annual revenues exceeding $400 million. "Omar is an accomplished leader with extensive financial, operational and business development experience," said William Kerby, chief executive officer and chairman of the Board of Monaker Group. "Omar's outstanding track record in the Travel & Hospitality industry and his experience with US Installation Group, EpiCenter Development and American Leisure make him an ideal senior executive to fulfill our Company's current and future needs. We are excited to have Omar join us as we launch the much anticipated Next Trip platform, and become a significant player in the Alternative Lodging space." "Monaker Group's positioning and build of the Next Trip platform is impressive, and I look forward to working with the team for expected growth over the next several years," stated Mr. Omar Jimenez. "I am excited to have the opportunity to work with Bill and the management team that they have assembled at Monaker. I believe this Company is at the forefront of innovation with what we believe is the most comprehensive and advanced travel booking engine. I look forward to developing strategies with them to build sustained value for stakeholders." Monaker Group also announced the resignation of Adam Friedman, the Company's chief financial officer. Mr. Kerby added, "On behalf of the Company's Board of Directors, management team and employees, I want to thank Adam for his contributions, and effort building the infrastructure of Monaker Group." Mr. Friedman will assist the Company, as needed, to assure a smooth transition. Mr. Jimenez is a Certified Public Accountant (CPA), Chartered Global Management Accountant (CGMA), a Member of the AICPA and FICPA. Mr. Jimenez holds a B.B.A in Accounting and a B.B.A in Finance from the University of Miami and an M.B.A from Florida International University. In connection with the appointment, the Company and Mr. Jimenez entered into an employment agreement, dated Jan. 21, 2016, which provides for a salary of $175,000 per year. About Monaker Group Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. Next 1 Interactive reported a net loss of $50,500 on $1.1 million of total revenue for the year ended Feb. 28, 2015, compared with a net loss of $18.3 million on $1.5 million of total revenues for the year ended Feb. 28, 2014. As of Nov. 30, 2015, the Company had $6.94 million in total assets, $9.88 million in total liabilities and a total stockholders' deficit of $2.94 million. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred an operating loss of $5.44 million and net cash used in operations of $2.62 million for the year ended Feb. 28, 2015, and the Company had an accumulated deficit of $86.1 million and a working capital deficit of $12.8 million at Feb. 28, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NEW GULF RESOURCES: Wants to Assume Backstop Note Purchase Deal --------------------------------------------------------------- New Gulf Resources, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their assumption of a backstop note purchase agreement. The Debtors relate that two core elements of their Chapter 11 cases are the raising of new capital through a rights offering and the conversion of necessary debtor-in-possession financing into flexible exit financing. They further relate that neither of these features are possible without the Backstop Note Purchase Agreement, entered into by the Debtors and the "backstop parties". The Debtors contend that they seek to lay the foundation for the pursuit and confirmation of the chapter 11 plan of reorganization that has been negotiated with the members of the Ad Hoc Committee, who collectively hold at least approximately 72% of the Second Lien Notes and approximately 22% of the Subordinated PIK notes. The Debtors tell the Court that the Plan contemplates that the Debtors will issue, as exit financing, New First Lien Notes in the Original principal amount of $135.25 million. They further tell the Court that under the Plan, the New First Lien Notes issuance would satisfy in full the claims of the Debtors' DIP Lenders, through a dollar-for-dollar exchange of the approximately $75 million in borrowings under the DIP Facility, and raise an additional $50 million of new operating capital ("Rights Offering Amount"). The Debtors relate that under the Plan, they will offer the right to fund the Rights Offering Amount, on a pro rata basis, to holders of the prepetition Second Lien Notes through the Rights Offering. They note that the terms of the New First Lien Notes will minimize debt service obligations by allowing the reorganized Debtors, at their election, to pay all interest in kind for up to five years. The Debtors contend that to ensure that the Rights Offering raises the required funds for a successful emergence from bankruptcy, the Backstop Agreement memorializes each Backstop Party's commitment to purchase its pro rata share of the Rights Offering Notes. The Debtors further contend that in exchange, the Debtors agreed to provide the Backstop Parties: (i) the Put Option Notes, which constitutes a put option premium payment in the total amount of $5 million, payable entirely in New First Lien Notes; (ii) a Liquidated Damages Payment, representing liquidated damages in the amount of $3.5 million should the Debtors exercise the Fiduciary Out and consummate an alternative transaction; (iii) payment and reimbursement of all transaction expenses, which include reasonable fees and expenses incurred by the Backstop Parties and their professionals in connection with the transactions contemplated under the Restructuring Support Agreement, the Plan, the DIP Facility, the Rights Offering and the Backstop Agreement; and (iv) indemnification of the Backstop Parties and their affiliated parties and representatives from and against any and all losses, claims, damages, liabilities and expenses they may sustain, incur or suffer in connection with the transactions contemplated under the RSA, the Plan, the DIP Facility, the Rights Offering and the Backstop Agreement. The Debtors assert that because the Backstop Agreement facilitates the success of the Rights Offering and thereby significantly reduces the financing risks associated with consummating the Plan, the payments for which they seek approval of are fair and reasonable. The Debtors further assert that the assumption of the Backstop Agreement is in the best interests of the Debtors' estates and all parties in interest. The Debtors tell the Court that they also seek approval of procedures to implement the Rights Offering, which will allow the Debtors to solicit holders of Second Lien Notes to participate in the Rights Offering. The Debtors further tell the Court that the Rights Offering Procedures are fair and reasonable, and are necessary to ensure the orderly administration and issuance of the Rights Offering Notes. The Rights Offering Procedures contain, among others, these: (a) Eligible Participants: Any person that is a beneficial owner of an Eligible Claim as of the date of entry of an order approving the Rights Offering. (b) Subscription Rights and Non-transferability: Each eligible holder of Second Lien Notes shall be entitled to receive non-transferable, non-certificated rights subscription rights to subscribe for up to its pro rata share of $50 million in initial principal amount of New First Lien Notes. (c) Duration of the Rights Offering: The Rights Offering will commence on the day upon which the Rights Exercise Form is first mailed or otherwise made available to any Eligible Participant. The Rights Offering will expire at 5:00 p.m. on the day that is 30 days after the Rights Offering Commencement Date, except as may be extended in accordance with the Rights Offering Procedures. New Gulf Resources is represented by: M. Blake Cleary, Esq. Ryan M. Bartley, Esq. Justin P. Duda, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 100 N. King Street Rodney Square Wilmington, DE 19801 Telephone: (302)571-6600 E-mail: mbcleary@ycst.com rbartley@ycst.com jduda@ycst.com - and - C. Luckey McDowell, Esq. Ian E. Roberts, Esq. Meggie S. Gilstrap, Esq. BAKER BOTTS L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Telephone: (214)953-6500 E-mail: luckey.mcdowell@bakerbotts.com ian.roberts@bakerbotts.com meggie.gilstrap@bakerbotts.com About New Gulf Resources New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC and NGR Finance Corp. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12566) on Dec. 17, 2015. The petition was signed by Danni Morris, the chief financial officer. Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties, focused primarily in the East Texas Basin. The Company currently employs 55 people. The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and notice agent. Judge Brendan Linehan Shannon has been assigned the case. NUO THERAPEUTICS: Approval of Equity Transfer Procedures Sought --------------------------------------------------------------- Nuo Therapeutics, Inc., asks the Bankruptcy Court to approve notice and objection procedures regarding certain transfers of beneficial interests in equity securities in the Company. The equity trading procedures are intended to give the Debtor the ability to monitor and object to proposed transfers of Equity Securities an Claims against it, as the unrestricted transfer of those claims and interests could jeopardize the estate's use of certain tax attributes, including but not limited to, the Debtor's net operating losses. The Debtor relates it has experienced years of losses from the operation of its business. The Debtor does not know the current value of its federal income tax NOLs, but reasonably believes that the value of the NOLs may be significant. These NOLs could translate into future reductions of the Debtor's federal income tax liabilities, and could substantially enhance the Debtor's cash position for the benefit of parties-in-interest, contributing to its efforts to maximize value for the benefit of its estate and creditors. However, the Debtor may lose the ability to use its NOLs if it experiences an "ownership change" for federal income tax purposes. To prevent this potential loss of property of the Debtor's estate, the Debtor requests approval of certain procedures governing the transfer of Equity Securities during the pendency of this Chapter 11 case. In addition, the Debtor may ultimately need to seek a Sell-Down Order with respect to trading in Claims to protect and preserve the value of the NOLs in connection with a plan of reorganization or a qualifying asset sale. "In the absence of the relief requested in the Equity Trading Motion, transfers of Equity Securities during the pendency of this chapter 11 case could severely limit -- or even eliminate -- the Debtor's ability to use its NOLs, and could have significant negative consequences for the Debtor, its estate and its efforts to maximize value for creditors and parties in interest," David E. Jorden, acting chief executive officer/chief financial officer of Nuo Therapeutics, maintains. Proposed Procedures Any person or entity who currently is or becomes a Substantial Equityholder shall (a) file with the Court and (b) serve upon (i) the Debtor, 207A Perry Parkway, Suite 1, Gaithersburg, MD 20877, Attn: Shaun Martin, Chief Restructuring Officer; (ii) counsel to the Debtor, Dentons US LLP, 1301 K Street NW, Suite 600 - East Tower, Washington, D.C. 20005 Attn: Sam J. Alberts and Ashby & Geddes, P.A., 500 Delaware Avenue, 8th Floor, Wilmington, DE 19801 Attn: William P. Bowden, and (iii) counsel to Deerfield Management Company, L.P.: Deerfield Management Company, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017 Attn: David J. Clark; Katten Muchin Rosenman LLP, 575 Madison Avenue / New York, NY 10022-2585, Attn: Jeff J. Friedman; Connolly Gallagher LLP, The Brandywine Building - 1000 West Street, Suite 1400 - Wilmington, Delaware 19801, Attn: Jeffrey C. Wisler a notice of such status, on or before the later of (A) 14 days after entry of the Interim Order or (B) 14 days after becoming a Substantial Equityholder. At least 21 days prior to any transfer of Equity Securities that would result in an increase in the amount of Equity Securities beneficially owned by a Substantial Equityholder or would result in a person or entity becoming a Substantial Equityholder, such Substantial Equityholder or potential Substantial Equityholder shall (a) file with the Court and (b) serve on the Debtor and counsel to the Debtor, advance written notice of the intended transfer of Equity Securities. Prior to any transfer of Equity Securities that would result in a decrease in the amount of Equity Securities beneficially owned by a Substantial Equityholder or would result in a person or entity ceasing to be a Substantial Equityholder, such Substantial Equityholder shall (a) file with the Court and (b) serve on the Debtor and counsel to the Debtor, advance written notice of the intended transfer of Equity Securities. The Debtor will have 21 days after receipt of a Stock Acquisition Notice or a Stock Disposition Notice to file with the Court and serve on the party filing the Transfer Notice an objection to the proposed Transfer on the grounds that such Transfer may adversely affect the Debtor's ability to utilize its NOLs. If the Debtor files an objection, the proposed Transfer will not be effective unless and until approved by a final and nonappealable order of this Court. If the Debtor does not object within that 21-day period, the Transfer may proceed solely as set forth in the Transfer Notice. Effective as of the Petition Date and until further order of this Court to the contrary, any acquisition or disposition of Equity Securities in violation of the Equity Transfer Procedures will be null and void ab initio as an act in violation of the automatic stay under Section 362 of the Bankruptcy Code. About NUO Therapeutics Gaithersburg, Maryland-based Nuo Therapeutics, Inc. is a biomedical company that pioneers leading-edge biodynamic therapies. The Debtor's flagship product, Aurix, is a biodynamic hematogel that uses a patient's own platelets and plasma as a catalyst for healing. Nuo Therapeutics filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. NUO THERAPEUTICS: Files for Ch. 11 to Sell All Assets ----------------------------------------------------- Nuo Therapeutics, Inc., filed a bankruptcy petition in Delaware saying its deteriorating financial condition has left it with no choice but to seek relief under Chapter 11 of the Bankruptcy Code. Based in Gaithersburg, Maryland, Nuo Therapeutics is a biomedical company that pioneers leading-edge biodynamic therapies. The Debtor's flagship product, Aurix, is a biodynamic hematogel that uses a patient's own platelets and plasma as a catalyst for healing. David E. Jorden, acting chief executive officer/chief financial officer of Nuo Therapeutics, said the Debtor faces a challenging competitive environment as the chronic wound market has many therapies that directly compete with Aurix that have established habitual use patterns and provider contracts to encourage standardized use. Acceptance of new products, like Aurix, has been slow often due to reimbursement rates and issues, he added. "In light of the prior challenging reimbursement and competitive environment in which the Debtor's primary product competes, the Debtor's revenues have been insufficient to cover operating expenses, which consist primarily of employee compensation, professional fees, consulting expenses, clinical trial costs, and other general business expenses such as insurance, travel related expenses, and sales and marketing related items," Mr. Jorden related. On Aug. 11, 2015, the Debtor's Board of Directors approved a realignment plan with the goal of preserving and maximizing the value of the Debtor's existing assets. The Realignment Plan eliminated approximately 30% of the Debtor's workforce and was aimed at the preservation of cash and cash equivalents to finance the Debtor's future operations and support the Debtor's revised business objectives. However, Mr. Jorden maintained, the Debtor has continued to experience losses following implementation of the Realignment Plan, and faces severe liquidity pressures that have created difficulty in servicing its existing debt, difficulty in obtaining additional or replacement financing, and challenges in funding its ongoing operations. As set forth in the Debtor's Form 10-Q for period ending Sept. 30, 2015, filed with the U.S. Securities and Exchange Commission, the Debtor's financial statements reflect assets of $19.2 million as of Sept. 30, 2015, liabilities of $13.1 million as of Sept. 30, 2015, and $9.9 million in revenue for the nine months ending Sept. 30, 2015. Sale Process The Debtor anticipates that this Chapter 11 case will involve a sale of substantially all of its significant assets pursuant to Section 363 of the Bankruptcy Code, through an auction process approved by the Bankruptcy Court. Before filing the Chapter 11 case, the Debtor -- with the aid of Gordian Group, LLC, its financial advisor and investment banker -- initiated a focused marketing process to explore a range of strategic financing and sale options for the Debtor's various business units. Under the requirements of the Debtor's debtor-in-possession financing, the Debtor is required to file a sale procedures motion within one day after the Petition Date. The Debtor is in the process of finalizing that motion, and anticipates that it will include a draft asset purchase agreement with Deerfield, pursuant to which the Debtor expects that Deerfield will make a stalking horse bid subject to higher or better offers. The Debtor's proposed debtor-in-possession financing sets forth certain milestones for the sale process, as follows: March 4, 2016 Deadline for contract counterparties to object to assumption and assignment of executory contracts March 7, 2016 Bid Deadline March 9, 2016 Auction March 10, 2016 Sale Objection Deadline March 11, 2016 Sale Hearing First Day Motions Concurrently with the filing of its Chapter 11 petition, the Debtor filed certain applications, motions, and proposed orders. The Debtor is seeking authority to, among other things, obtain debtor-in-possession financing, continue using existing centralized cash management system, prohibit utility providers from discontinuing services, pay employee compensation, and pay prepetition critical vendor claims. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/3_NUO_Affidavit.pdf About NUO Therapeutics Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. NUO THERAPEUTICS: Obtains $9-Mil. DIP Commitment From Deerfield --------------------------------------------------------------- Nuo Therapeutics, Inc., seeks approval of a $9,000,000 post-petition financing, consisting of (a) a roll-up loan in the aggregate principal amount of $4,500,000, and (b) certain other loans in the aggregate principal amount of $4,500,000 to finance operations and the costs of Chapter 11. The Debtor is also seeking authority to use cash collateral of the prepetition secured parties. The Debtor tells the Court it has no other credit available, and without the additional liquidity provided under the DIP Financing it will run out of cash before the end of January 2016 and cease operations. Deerfield Mgmt, L.P., acts as administrative agent and collateral agent under a Senior Secured, Superpriority Debtor-In-Possession Credit Agreement. The prepetition secured parties, namely: Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., and Deerfield Special Situations Fund, L.P., et al., serve as the debtor-in-possession lenders. The DIP Facility will mature on the earliest of: (i) the stated maturity date, which will be March 31, 2016; (ii) the date on which the sale of the Debtor's assets will have been consummated; (iii) the date that is 20 days after the entry of the Interim Order, unless on or before that day the Bankruptcy Court shall have entered the Final Order; and (iv) the acceleration of the Loans or termination of the Commitment under this Agreement, including, without limitation, as a result of the occurrence of an event of default. The outstanding principal amount of the Loans will bear interest of 12 percent. If an Event of Default has occurred and is continuing, the Debtor shall pay, in respect of principal and interest on the Loans outstanding under this Agreement, at the rate per annum equal to the Interest Rate applicable thereto plus 10 percent for so long as such Event of Default is continuing. The DIP Loans will be secured by first-priority, valid, priming, perfected, and enforceable liens on the property of the Debtor's estate pursuant to the Bankruptcy Code, and with priority, as to administrative expenses. Failure of the Court to permit the Lenders to credit bid the Existing Loans and the Loans in connection with the purchase of Debtor's assets, failure to employ an acceptable chief restructuring officer, failure to meet case milestones, failure to make required payments, default under other debt agreements, and breach of covenants, representations and warranties constitute, among other things, events of default. As of the Petition Date, the Debtor was indebted to the Prepetition Secured Parties not less than $38.3 million in respect of the disbursements made under the Prepetition Secured Agreements, plus accrued and unpaid interest. To secure the Prepetition Secured Obligations, the Debtor and its affiliates -- Aldagen and Cytomedix Acquisition Company, LLC -- granted security interests and liens to the Prepetition Secured Parties, including liens on and security interests in the personal-property and real-property interests constituting "Collateral" under, and as defined in, that certain Guaranty and Security Agreement dated as of March 31, 2014. About NUO Therapeutics Gaithersburg, Maryland-based Nuo Therapeutics, Inc. is a biomedical company that pioneers leading-edge biodynamic therapies. The Debtor's flagship product, Aurix, is a biodynamic hematogel that uses a patient's own platelets and plasma as a catalyst for healing. Nuo Therapeutics filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. NUO THERAPEUTICS: Taps Epiq as Claims and Noticing Agent -------------------------------------------------------- Nuo Therapeutics, Inc., seeks authority from the Bankruptcy Court to appoint Epiq Bankruptcy Solutions, LLC as its claims and noticing agent, effective nunc pro tunc to the Petition Date. The Debtor has not yet filed its schedules of assets and liabilities, however, it anticipates that it has more than 200 creditors and parties-in-interest, many of whom will require notice and are expected to file proofs of claim in its Chapter 11 case. In view of the number of anticipated claimants and the complexity of the Debtor's business, the Debtor asserts that the appointment of a Claims Agent is both necessary and in the best interests of both its estate and its creditors. Epiq's current claim and noticing rates: Title Rate/Hour ----- --------- Clerical/Administrative Support $30-$40 Case Manager $60-$80 IT / Programming $70-$95 Senior Case Manager/Director Case Management $85-$140 Consultant/ Senior Consultant $150-$185 Director/Vice President Consulting $190 Executive Vice President - Solicitation $200 Executive Vice President - Consulting Waived The professional fees incurred by the Debtor will be discounted by 5% from the claim and noticing rates. The Debtor requests that the fees and expenses incurred by Epiq in the performance of the services be treated as administrative expenses of its estate and be paid in the ordinary course of business without further application to, or order of, the Court. Prior to the Petition Date, Epiq received a retainer in the amount of $20,000. Epiq seeks to first apply the Retainer to all prepetition invoices and to retain any unapplied portion as a retainer throughout the pendency of this case. The Debtor has agreed to indemnify, defend and hold Epiq harmless from and against any and all losses, claims, damages, liabilities, costs and expenses as incurred, to which Epiq may become subject or involved in any capacity arising out of or relating to the Services Agreement or Epiq's rendering of services; provided, however, that the Debtor will not have any indemnification obligation for any matters arising out of gross negligence or willful misconduct by Epiq. Epiq represents it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matters upon which it is engaged. About NUO Therapeutics Gaithersburg, Maryland-based Nuo Therapeutics, Inc. is a biomedical company that pioneers leading-edge biodynamic therapies. The Debtor's flagship product, Aurix, is a biodynamic hematogel that uses a patient's own platelets and plasma as a catalyst for healing. Nuo Therapeutics filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. PACIFIC RECYCLING: Court Approves Vanden Bos as Special Counsel --------------------------------------------------------------- Pacific Recycling, Inc. sought and obtained permission from the U.S. Bankruptcy Court for the District of Oregon to employ Vanden Bos & Chapman, LLP as special counsel. Vanden Bos will represent the Debtor in any situation in which its lead counsel, Cable Huston, has a potential or actual conflict. Cable Huston has represented several creditors on unrelated matters. Vanden Bos will be paid at these hourly rates: Robert J Vanden Bos, Managing Partner $450 Ann K. Chapman, Partner $405 Douglas Ricks, Associate $330 Christopher Coyle, Associate $280 Certified Bankruptcy Assistants $185 Legal Assistants $130 Vanden Bos will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Vanden, managing partner of Vanden Bos, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Vanden Bos can be reached at: Robert J Vanden Bos, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Ste 520 Portland, OR 97204 Tel: (503) 241-4869 Fax: (503) 241-3731 About Pacific Recycling Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition was signed by Rodney Schultz as president. The Debtor disclosed total assets of $5,996,665 and total liabilities of $21,718,414. Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP represents the Debtor as counsel. The U.S. Trustee for Region 18 appointed four creditors of Pacific Recycling Inc. to serve on the official committee of unsecured creditors. Cassie K. Jones, Esq., and the law firm of Gleaves Swearingen LLP represent the Committee as its counsel. PRIVA TECHNOLOGIES: Pro Marketing Has Superior Claim, 6th Cir. Says ------------------------------------------------------------------- This case involves a dispute between two competing lenders as to which one is entitled to a microchip encryption technology developed by their mutual borrower Priva Technologies, Inc., that is now in Chapter 7 bankruptcy. The technology in question is known as Tamper Reactive Secure Storage (TRSS). Defendant-Appellee Pro Marketing Sales, Inc., bases its claim on its 2009 Security Agreement with Priva, whereas Plaintiff-Appellant Cyber Solutions International, LLC, bases its competing claim on its 2012 License Agreement with Priva. Both lenders eventually filed claims seeking declaratory and/or injunctive relief to clarify ownership of the TRSS technology. The district court granted summary judgment in favor of Pro Marketing on the basis that Pro Marketing's Security Agreement gave it a superior claim to the TRSS technology. In an Opinion dated January 11, 2016, which is available at http://is.gd/l0AJJGfrom Leagle.com, the United States Court of Appeals for the Sixth Circuit affirmed the judgment of the district court. The case is Cyber Solutions International, LLC, Plaintiff-Appellant, v. Pro Marketing Sales, Inc., Defendant-Appellee, No. 15-1359. Cupertino, California-based Priva Technologies, Inc., sought protection under Chapter 11 of the Bankruptcy Code on December 22, 2011 (Bankr. W.D. Mich., Case No. 11-12574). The Debtor's Counsel is Joseph R. Sgroi, Esq., at Honigman Miller Schwartz and Cohn LLP, in Detroit, Michigan. The petition was signed by William Sibert, secretary. RECYCLING INC: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Recycling, Inc. 990 Naugatuck Avenue Milford, CT 06460 Case No.: 16-30110 Chapter 11 Petition Date: January 26, 2016 Court: United States Bankruptcy Court District of Connecticut (New Haven) Debtor's Counsel: Douglas S. Skalka, Esq. NEUBERT, PEPE & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, CT 06510 Tel: (203) 821-2000 Fax: 203-821-2009 Email: dskalka@npmlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gus Curcio, Sr., president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb16-30110.pdf RELATIVITY MEDIA: Completes Post-Emergence Financing Commitments ---------------------------------------------------------------- Relativity Media LLC on Jan. 25 disclosed that it has successfully completed new financing commitments in anticipation of its emergence from chapter 11 in February. The new financing, totaling in excess of $100 million, includes more than $100 million in additional commitments from current investors including Macquarie Bank; Joseph Nicholas and Ryan Kavanaugh. Carey Metz, chief investment officer of Atorus Investment Management LLC; and new investors such as TomorrowVentures and Carat Global as well as VII Peaks Capital. The new financing is separate from the approximately $180 million in Relativity senior debt acquired by Messrs. Kavanaugh and Nicholas during the course of the company's chapter 11 process, however it is anticipated that this debt will be converted pursuant to the plan of reorganization. This financing is in addition to the post emergence ultimates facility, an asset backed facility being syndicated by GHL & Company and Aperture Media Partners. In addition, since Carat Global has agreed to extent credit to Relativity for its P&A capital, Relativity's debt need is much less than expected. "With the total financing commitments now successfully in place, we remain focused on emerging from chapter 11 and moving forward with our robust slate of films and our continued evolution as a 360 degree content engine," said Mr. Kavanaugh. Messrs. Kavanaugh and Nicholas, will be co-managers of Relativity's parent company, Relativity Holdings, with a robust management and finance team to oversee the 360 vertical from film and television to branding, sports, digital and Relativity Education. Earlier this month, Relativity announced that it acquired Trigger Street Productions, the entertainment production company owned and operated by Kevin Spacey and Dana Brunetti. At Relativity, Mr. Spacey will become Chairman of Relativity Studios and Mr. Brunetti will become President of Relativity Studios where they will oversee all film and television operations. Relativity Studios is the largest privately held, independent film studio with several movies scheduled to release this year including The Disappointments Room, Before I Wake, Kidnap, Masterminds and Strangers 2. The studio has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity Studios' films include Immortals, Limitless, The Fighter, Act of Valor and Safe Haven. The company's scripted television division is behind CBS's newest hit show, "Limitless," based on the film released by Relativity Studios in 2011 which grossed more than $160 million worldwide, and Relativity Digital Studios released its first feature-length film, Summer Forever, in 2015 and is set to release two additional films in the Summer Forever franchise later this year. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, has committed to work with the Debtors to raise up to $100 million of new equity to fund the Plan. RELATIVITY MEDIA: Unsecured Creditors Vote In Favor of Plan ----------------------------------------------------------- Relativity Media LLC on Jan. 26 disclosed that it has received votes from the overwhelming percentage of its unsecured creditors to accept the Company's Plan of Reorganization, paving the way for its emergence from chapter 11. The Plan, which will result in recoveries to the Company's general unsecured creditors, moves the Company one step closer to confirmation of the Plan. "We are pleased to have received these supportive votes from our creditor groups, which we believe paves the way for our emergence from chapter 11 on February 1," said Ryan Kavanaugh, Chairman and CEO, Relativity. "We have been working productively with our unsecured creditors, and we would like to thank them for their ongoing support. Additionally, we have had many positive developments in recent days and look forward to executing our strategy as a fully integrated 360 degree content engine." The overwhelming percentage of the Company's unsecured creditors voted to accept the Plan of Reorganization. A court hearing to consider confirmation of the Plan is scheduled for February 1, 2016. This release is not intended as a solicitation for a vote on the Plan. Earlier this month, Relativity announced that it acquired Trigger Street Productions, the entertainment production company owned and operated by Kevin Spacey and Dana Brunetti. At Relativity, Mr. Spacey will become Chairman of Relativity Studios and Mr. Brunetti will become President of Relativity Studios where they will oversee all film and television operations. Relativity Studios is the largest privately held, independent film studio with several movies scheduled to release this year including The Disappointments Room, Before I Wake, Kidnap, Masterminds and Strangers 2. The studio has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity Studios' films include Immortals, Limitless, The Fighter, Act of Valor and Safe Haven. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, has committed to work with the Debtors to raise up to $100 million of new equity to fund the Plan. SUN BANCORP: Written Agreement with OCC Terminated -------------------------------------------------- Sun Bancorp, Inc. announced that the formal written agreement between its wholly owned subsidiary, Sun National Bank, and the Office of the Comptroller of the Currency, dated April 15, 2010, has been terminated effective Jan. 21, 2016. The OCC has also terminated the individual minimum capital ratios to which the Bank was subject. As of Sept. 30, 2015, the Bank was considered "well capitalized" for regulatory purposes, with a Tier 1 leverage ratio of 11.88% (vs. 5.00% minimum regulatory requirement to be considered "well capitalized"), a Tier 1 risk-based capital ratio of 18.48% (vs. 8.00% minimum regulatory requirement to be considered "well capitalized") and a total risk-based capital ratio of 19.73% (vs. 10.00% minimum regulatory requirement to be considered "well capitalized"). Separately, without admitting or denying any wrongdoing, the Bank entered into a Consent Order with the OCC to pay a $25,000 civil money penalty in connection with various deficiencies identified by the OCC in the mortgage banking practices of Sun Home Loans, a former division of the Bank, which was closed in July 2014 when the Bank exited the residential mortgage lending business as part of a comprehensive strategic restructuring. The identified deficiencies occurred from July 2011 through September 2013. "I am very pleased that the OCC has terminated the Formal Agreement," stated Thomas M O'Brien, President & CEO. "This action by the OCC recognizes the significant progress the Bank has made in addressing the requirements of the Formal Agreement. I am also gratified that we have finally resolved the deficiencies and related regulatory concerns associated with the Bank's former residential mortgage division. The problematic conditions in the Bank's Sun Home Loans mortgage division were quickly evident when I first joined the Company in 2014 and led to the immediate decision to exit that business. This resolution brings this matter from the 2011-2013 time period to final closure." "Successfully remediating the multitude of financial, process and compliance issues necessary for the termination of the long running regulatory enforcement order has been an enormous undertaking," O'Brien stated. "The success of our efforts in a relatively short time frame is evidence of the determination and skill of our employees and management. Everyone committed long hours and focused great efforts to fix the many pieces of the Bank that were in need of complete retooling. Our Board and shareholders have demonstrated support, patience and commitment in working towards the long-term success of this institution through challenging times." "In the comprehensive strategic corporate restructuring announced in July 2014, we established the creation of a strong operating culture that embraces regulatory compliance as a core priority," said O'Brien. "Both of today's announcements fulfill that commitment. Our focus on operating in a fully compliant safe and sound manner will not waiver. With the termination of the Formal Agreement and final resolution of the remaining legacy issues associated with the Bank's prior residential lending business, the Bank is well-positioned to focus on future growth and financial performance." About Sun Bancorp. Inc. Sun Bancorp, Inc. is a bank holding company headquartered in Mount Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a community bank serving customers throughout New Jersey. Sun National Bank -- http://www.sunnationalbank.com/-- is an Equal Housing Lender and its deposits are insured up to the legal maximum by the Federal Deposit Insurance Corporation (FDIC). Sun Bancorp reported a net loss available to common shareholders of $29.8 million in 2014, a net loss available to common shareholders of $9.94 million in 2013, and a net loss available to common shareholders of $50.49 million in 2012. As of Sept. 30, 2015, the Company had $2.28 billion in total assets, $2.03 billion in total liabilities and $255 million in total shareholders' equity. TALA JEWELERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Tala Jewelers, Inc. 1306 Montana Ave. Santa Monica, CA 90403 Case No.: 16-10921 Chapter 11 Petition Date: January 26, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Thomas B. Donovan Debtor's Counsel: David B Golubchik, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Email: dbg@lnbyb.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tina A. Atmadjian, president and authorized agent. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-10921.pdf TECHPRECISION CORP: Extends Revere Loan Maturity to Jan. 2018 ------------------------------------------------------------- TechPrecision Corporation and its wholly owned subsidiary, Ranor, Inc., entered into the Note and Other Loan Documents Modification Agreement No. 2 with Revere High Yield Fund, LP, which amends that certain Term Loan and Security Agreement, dated Dec. 22, 2014, between Ranor and Revere pursuant to which Revere agreed to loan an aggregate of $2.25 million to Ranor. In connection with the Amendment, Ranor entered into an Amended and Restated Term Loan Note in the aggregate principal amount of $1.5 million and an Amended and Restated Term Loan Note in the aggregate principal amount of $750,000, each in favor of Revere and each dated January 22, 2016. The Amendment (a) extends the maturity date of the term loans made pursuant to the TLSA to Jan. 22, 2018, (b) amends the amortization schedule such that payments under the TLSA and Notes are due as follows: (i) payments of interest only on advanced principal on a monthly basis on the first day of each month from March 1, 2016, until Jan. 1, 2017; and (ii) payments of $9,375 in principal plus accrued interest on a monthly basis on the first day of each month from Feb. 1, 2017, until Jan. 22, 2018, (c) reduces the annual interest rate on the unpaid principal balance of the loans to 10% per annum from 12% per annum, (d) amends the definition of the "Minimum Guaranteed Interest" payable by Ranor to Revere on the earlier of prepayment in full of the loans or payment in full of the loans on the maturity date to the greater of (i) twelve (12) months interest at the Interest Rate on the amount outstanding on the loans or (ii) interest due on any amount advanced under the TLSA at the Interest Rate, (e) adds a restrictive covenant whereby Ranor must maintain monthly minimum cash balances, with failure to comply with such restrictive covenant an event of default pursuant to which Revere may accelerate the repayment of the loans, and (f) includes a reaffirmation of the Company's guarantee of Ranor's obligations under the TLSA and the Notes pursuant to a Guaranty Agreement between the Company and Revere. About TechPrecision TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large-scale, metal fabricated and machined precision components and equipment. TechPrecision reported a net loss of $3.58 million for the year ended March 31, 2015, compared to a net loss of $7.09 million for the year ended March 31, 2014. As of Sept. 30, 2015, the Company had $10.58 million in total assets, $9.79 million in total liabilities and $789,000 in total stockholders' equity. Marcum LLP, in Bala Cynwyd, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has suffered recurring losses from operations, and the Company's liquidity may not be sufficient to meet its debt service requirements as they come due over the next twelve months. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. TRANSGENOMIC INC: Has Resale Prospectus of 1.1M Common Shares ------------------------------------------------------------- Transgenomic, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the resale by Dolphin Offshore Partners, L.P., MAZ Partners LP, FireRock Capital Inc., et al., of up to 1,111,952 shares of the Company's common stock, par value $0.01 per share, or the Common Stock. The 1,111,952 shares of Common Stock are comprised of: (i) 580,346 shares of Common Stock that were previously issued by the Company upon conversion of certain convertible promissory notes issued by the Company in a private placement transaction in December 2014 and January 2015; (ii) up to 488,565 shares of Common Stock that may be issued upon conversion of the outstanding Private Placement Notes, assuming full conversion of the Private Placement Notes at Dec. 31, 2016, or the Maturity Date; and (iii) up to 43,041 shares of Common Stock that may be issued upon conversion of an outstanding convertible promissory note issued, upon the same terms and conditions as the Private Placement Notes, to the sole placement agent for the Private Placement, or the Placement Agent Note. No underwriter or other person has been engaged to facilitate the sale of the Securities in this offering. The Selling Stockholders may be deemed underwriters of the Securities that they are offering. The Company will bear all costs, expenses and fees in connection with the registration of the Securities. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Securities. The Company's Common Stock is currently listed on the NASDAQ Capital Market under the symbol "TBIO". On Jan. 22, 2016, the last reported sales price for the Company's Common Stock was $0.72 per share. A full-text copy of the Form S-3 registration statement is available for free at http://is.gd/cezLgy About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic reported a net loss available to common stockholders of $15.1 million in 2014, a net loss available to common stockholders of $16.7 million in 2013 and a net loss available to common stockholders of $8.98 million in 2012. As of Sept. 30, 2015, the Company had $24.5 million in total assets, $17.7 million in total liabilities and $6.71 million in total stockholders' equity. Ernst & Young LLP, in Hartford, Connecticut, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TRANSGENOMIC INC: Has Resale Prospectus of 7.2M Common Shares ------------------------------------------------------------- Transgenomic, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the resale by Crede CG III, Ltd., Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, Third Security Incentive 2010 LLC and Third Security Staff 2014 LLC of of up to 7,121,403 shares of our common stock, par value $0.01 per share, or the Common Stock. The 7,121,403 shares of Common Stock consist of: (i) up to 2,365,243 shares of Common Stock, or the Conversion Shares, issuable upon conversion of outstanding shares of the Company's Series A-1 Convertible Preferred Stock, par value $0.01 per share, or the Series A-1 Preferred; (ii) up to 2,873,765 shares of Common Stock issuable upon exercise or exchange of outstanding warrants to purchase shares of Common Stock, or the Placement Warrants; and (iii) up to 1,882,395 shares of Common Stock issuable upon exercise or exchange of an outstanding amended warrant to purchase shares of Common Stock, or the Amended Warrant. No underwriter or other person has been engaged to facilitate the sale of the Securities in this offering. The Selling Stockholders may be deemed underwriters of the Securities that they are offering. The Company will bear all costs, expenses and fees in connection with the registration of the Securities. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Securities. The Company's Common Stock is currently listed on the NASDAQ Capital Market under the symbol "TBIO". On Jan. 22, 2016, the last reported sales price for the Company's Common Stock was $0.72 per share. A copy of the Form S-3 registration statement is available for free at http://is.gd/cgWIYS About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic reported a net loss available to common stockholders of $15.1 million in 2014, a net loss available to common stockholders of $16.7 million in 2013 and a net loss available to common stockholders of $8.98 million in 2012. As of Sept. 30, 2015, the Company had $24.5 million in total assets, $17.7 million in total liabilities and $6.71 million in total stockholders' equity. Ernst & Young LLP, in Hartford, Connecticut, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. UNIVERSAL SECURITY: History of Losses Raises Going Concern Doubt ---------------------------------------------------------------- Universal Security Instruments, Inc.'s history of operating losses, declining revenues on an annual basis, and limited financing raises substantial doubt about our ability to continue as a going concern, according to Harvey B. Grossblatt, president and chief executive officer, and James B. Huff, vice president and chief financial officer of the company in a regulatory filing with the U.S. Securities and Exchange Commission on December 2, 2015. The company reported a net loss of $411,302 for the quarter ended September 30, 2015, compared to a net loss of $1,112,264 for the corresponding quarter of the prior fiscal year, a $700,962 (63.0%) improvement in the net loss. Moreover, the company had net losses of $1,188,379 for the six months ended September 30, 2015, and $3,704,985 and $4,450,244 for the fiscal years ended March 31, 2015 and 2014, respectively. Messrs. Grossblatt and Huff elaborated: "The company is monitoring its liquidity and working capital position in light of continued operating losses, and decreases in its cash and working capital position over the past four fiscal years of operations. In addition to the expanded factoring agreement with Merchant Factors Corporation (Merchant), the company has negotiated payment terms on its trade accounts payable to the Hong Kong Joint Venture. The payment terms on the trade accounts payable to the Hong Kong Joint Venture provide ninety day repayment terms on up to $1,000,000 of purchases of the company's new sealed product line. The company also believes that its cash position can be improved by a combination of reductions in inventory and by lowering expenses. In addition, the company is prepared to initiate changes in its operations, if needed, to reduce its operating costs while maintaining its current level of customer service. However, there are potential risks, including that the company's revenues may not reach levels required to return to profitability, costs may exceed the company's estimates, or the company's working capital needs may be greater than anticipated. Any of these factors may change the company's expectation of cash usage in the remainder of the fiscal year ending 2016, and beyond, or may significantly affect the company's level of liquidity." At September 30, 2015, the company had total assets of $19,904,680 and total shareholders' equity of $17,443,158. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/h9vc538 Based in Owings Mills, Maryland, Universal Security Instruments, Inc. markets and distributes safety and security products that are primarily manufactured through its 50%-owned Hong Kong Joint Venture. The company has developed new products based on new smoke and gas detection technologies and has applied for 13 patents on these new technologies and features. VARIANT HOLDING: FX3 Debtors Seek to Use Cash Collateral -------------------------------------------------------- Variant Holding Company, LLC's subsidiaries identified as the FX3 Portfolio Debtors ask the Bankruptcy Court to approve their use of cash collateral and other collateral in which Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C4 and to C-III Asset Management LLC, in its capacity as special servicer, has or may assert an interest. The FX3 Portfolio Debtors are part of a multi-tiered capital structure that owns eight apartment projects in Texas, Maryland, Virginia, and South Carolina. The Properties consist of approximately 1,850 housing units. The Lynd Company is the current property manager for the Properties. The FX3 Properties are subject to the mortgage loan of the Noteholder, which is owed $51,684,385, plus fees and interest, as of the Subsidiary Petition Date. The FX3 Portfolio Debtors require access to Cash Collateral to permit, among other things, the continued full and timely performance of their obligations under the applicable management agreements for each of the Properties with Property Manager. Without access to Cash Collateral, the FX3 Portfolio Debtors would be forced to cease operations and liquidate their assets. Cash Collateral usage alone will not be sufficient to meet the cash needs of the Properties, as well as to service the mortgage debt of the Noteholder, which the FX3 Portfolio Debtors propose to continue to do. The FX3 Portfolio Debtors are therefore separately seeking; approval of a junior' secured debtor-in-possession financing facility to be provided by the Beach Point Funds. The Debtors say there is significant equity value in the Properties, and it is anticipated that all allowed, unsubordinated claims of the FX3 Portfolio Debtors ultimately will be paid in full. The Motion proposes that the FX3 Portfolio Debtors' authority to use Cash Collateral will expire (the "Termination Date") on the earliest of: (i) the FX3 Portfolio Debtors' failure, within 35 days after the Petition Date, to obtain entry of the Final Order; (ii) the occurrence of an Event of Default; (iii) the closing date of the sale of substantially all of the assets of the FX3 Portfolio Debtors; (iv) the occurrence of the effective date of a chapter 11 plan for any of the FX Portfolio Debtors; (v) the occurrence of a Final Milestone Event of Default; and (vi) 90 days after the closing of the first sale to a third party of any FX3 Property (the "Closing Deadline"), provided that the Closing Deadline will not constitute a Termination Date if (1) the Beach Point Parties have commenced and are diligently pursuing their foreclosure rights with respect to the unsold FX3 Properties or the FX3 Portfolio Borrowers, or (2) a plan has been filed in the Chapter 11 Cases so long as such plan proposes to (x) pay the Allowed Secured Claim, in full, in cash on the effective date of such plan, or (y) effectuate the Beach Point Loan Assumption. The FX3 Portfolio Debtors will provide adequate protection to the Noteholder as follows: (i) solely to the extent of any Diminution of Value and subject to the Permitted Priority Liens, an additional and replacement security interest in and lien (the "Replacement Liens") on any and all Prepetition Collateral and, subject to entry of the Final Order, the proceeds of any causes of action udder Sections 502(d), 544, 545, 547, 548, 550, or 553 of the Bankruptcy Code; and (ii) as provided for in the Budget, monthly payment to the Lender of an amount equal to the monthly accruing non-default interest charge plus the amount necessary to reimburse the Noteholder for the reasonable fees and costs incurred in connection with these bankruptcy cases. The "Permitted Priority Liens" are third-party liens, as of the Petition Date or thereafter, that: (i) had or have priority under applicable law over the Prepetition Liens, (ii) were not or are not subordinated by agreement or applicable law, and (iii) were or are non-avoidable, valid, properly perfected and enforceable as of the Petition Date. To the extent the adequate protection provided in the Interim Order proves to be inadequate to protect the Noteholder's interest in the Prepetition Collateral, the Noteholder will have a priority claim to the fullest extent permitted under section 507(b) of the Bankruptcy Code. Judge Brendan L. Shannon on Jan. 19, 2016, granted interim approval to the FX3 Portfolio Debtors' motion to use cash collateral. A final hearing is scheduled for Feb. 11. A copy of the Interim Order is available for free at: http://bankrupt.com/misc/Variant_H_696_FX3_Int_Cash_Ord.pdf About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel. VARIANT HOLDING: H14 Debtors Seek to Use Cash Collateral -------------------------------------------------------- Variant Holding Company, LLC's subsidiaries identified as the H14 Portfolio Debtors submitted a motion for approval to use cash collateral and other collateral in which Centennial Bank has or may assert an interest. The H14 Portfolio Debtors are part of a multi-tiered capital structure that owns 14 apartment projects in Texas. The Properties consist of approximately 5,050 housing units. The Lynd Company is the current property manager for the Properties. The H14 Properties are subject to the mortgage loan of Centennial Bank, which is owed approximately $55,271,546, plus fees and interest. The H14 Portfolio Debtors require access to Cash Collateral to permit, among other things, the continued full and timely performance of the H14 Portfolio Debtors' obligations under the applicable management agreements for each of the Properties with Property Manager. Without access to Cash Collateral, the H14 Portfolio Debtors would be forced to cease operations and liquidate their assets. Cash Collateral usage alone will not be sufficient to meet the cash needs of the Properties, as well as to service the mortgage debt of the Lender, which the H14 Portfolio Debtors propose to continue to do. The H14 Portfolio Debtors are therefore separately seeking; approval of a junior' secured debtor-in-possession financing facility to be provided by the Beach Point Funds. The Debtors say there is significant equity value in the Properties, and it is anticipated that all allowed, unsubordinated claims of the H14 Portfolio Debtors ultimately will be paid in full. The Motion proposes that the H14 Portfolio Debtors' authority to use Cash Collateral will expire (the "Termination Date") on the earliest of: (i} the H14 Portfolio Debtors' failure, within 35 days after the Petition Date, to obtain entry of the Final Order; (ii) subject to the cure rights set forth in Paragraph 30(e) of the Interim Order and any intercreditor agreement -- Beach Point Intercreditor Agreement -- by and between the Lender and the Beach Point Funds, the occurrence of an Event of Default (other than an Event of Default arising out of the failure to satisfy the condition set forth in Paragraph 30(a)(iii) of the Interim Order on or before the Outside Closing Date); (iii) the closing date of the sale of substantially all of the assets of the H14 Portfolio Debtors; (iv) the occurrence of the effective date of a Chapter 11 plan for any of the H14 Portfolio Debtors; and (v) Dec. 1, 2016. The H14 Portfolio Debtors will provide adequate protection to the Lender, subject to a Carve-Out, as follows: (i) solely to the extent of any Diminution of Value and subject to the Permitted Priority Liens, an additional and replacement security interest in and lien on any and all Prepetition Collateral and, subject to entry of the Final Order, the proceeds of any causes of action udder Sections 502(d), 544, 545, 547, 548, 550, or 553 of the Bankruptcy Code; and (ii) as provided for in the Budget, monthly payment to the Lender of an amount equal to the monthly accruing non-default interest rate of 7% per annum plus the amount necessary to reimburse the Lender for the reasonable fees and costs incurred in connection with these bankruptcy cases. The "Permitted Priority Liens" are third-party liens, as of the Petition Date or thereafter, that: (i) had or have priority under applicable law over the Prepetition Liens, (ii) were not or are not subordinated by agreement or applicable law, and (iii) were or are non-avoidable, valid, properly perfected and enforceable as of the Petition Date. To the extent the adequate protection provided in the Interim Order proves to be inadequate to protect the Lender's interest in the Prepetition Collateral, the Lender will have a priority claim to the fullest extent permitted under Section 507(b) of the Bankruptcy Code. Judge Brendan L. Shannon on Jan. 19, 2016, granted interim approval to the H14 Portfolio Debtors' motion to use cash collateral. A final hearing is scheduled for Feb. 11. A copy of the Interim Order is available for free at: http://bankrupt.com/misc/Variant_H_691_H14_Int_Cash_Ord.pdf About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel. VARIANT HOLDING: Meeting of Creditors Set for Feb. 11 ----------------------------------------------------- The meeting of creditors of Laser Focus Holding Company LLC and its affiliates is set to be held on Feb. 11, 2016, at 1:30 p.m., according to a filing with the U.S. Bankruptcy Court for the District of Delaware. The meeting will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, 844 King Street, Wilmington, Delaware. Laser Focus and 33 other subsidiaries of Variant Holding Company, LLC filed for Chapter 11 protection on Jan. 12. About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Laser Focus Holding Company LLC and 33 other subsidiaries of Variant filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel and UpShot Services LLC as claims and noticing agent. VARIANT HOLDING: Oaks at Stonecrest Seeks to Use Cash Collateral ---------------------------------------------------------------- Variant Holding Company, LLC's subsidiary The Oaks at Stonecrest filed a motion to use cash collateral in which Arbor Realty SR, Inc., has or may assert an interest. Oaks at Stonecrest owns and operates an apartment complex in Georgia. The Property consists of approximately 280 housing units. The Lynd Company is the current property manager for the Properties. The Oaks Property is subject to the mortgage loan of Arbor Realty SR, Inc., which is owed $5,000,000 plus fees and interest. At this time, the Debtor requires access to Cash Collateral to permit, among other things, the continued full and timely performance of the Debtor's obligations under the management agreement for the Property with the Property Manager. Without access to Cash Collateral, the Debtor would be forced to cease operations and liquidate its assets. Based on the Debtor's current projections, Cash Collateral usage alone should be sufficient to meet the cash needs of the Property, as well as to service the mortgage debt of the Leader, which the; Debtor propose to continue to do. Nonetheless, the Debtor is separately seeking approval of a junior secured debtor-in-possession financing facility to be provided by the Beach Point Funds. The Debtors say there is significant equity value in the Properties, and it is anticipated that all allowed, unsubordinated claims of the H14 Portfolio Debtors ultimately will be paid in full. The Motion proposes that the Debtor's authority to use Cash Collateral will expire on the earliest of: (a) 11:59 p.m. ET on Nov. 30, 2016, (b) appointment of a Chapter 11 trustee or an examiner with expanded powers, (c) conversion of the Debtor's case to a Chapter 7 case, (d) lifting of the automatic stay to allow any lender under a DIP Loan or any other. secured creditor to foreclose its liens on any material portion of the Collateral, (e) the entry of any order granting relief under Section 506(c) of the Bankruptcy Code or otherwise surcharging any of the Collateral, (f) except as otherwise expressly provided in this Interim Order; the filing by the Debtor, Variant or any affiliated debtor, without the Lender's prior written consent, of any motion to obtain financing under Section 364 of the Bankruptcy Code from any person other than the Lender, or otherwise to grant a lien or security interest on any of the Collateral in favor of any person other than Lender, (g) except as otherwise expressly provided in the Interim Order, the filing by the Debtor, Variant or any affiliated debtor, of any motion to sell any of the Collateral that does not satisfy the Pre-Petition Indebtedness in cash in full, including any obligations to the Lender thereunder incurred prepetition or postpetition, (h) the commencement of an adversary proceeding or other litigation by the Debtor or any person acting or purporting to act on behalf of the Debtor's estate against the Lender or any affiliate thereof, (i) the filing of a plan of reorganization or liquidation except as consented to in writing by the Lender, unless such plan does not impair the Lender's claims in any respect, (j) the filing by the Debtor, Variant, any affiliated debtor, any committee or any other party in interest, of a motion for, or a plan calling for or premised upon, substantive consolidation of the assets and liabilities of the Debtor and with the assets and liabilities of any other entity or entities, or (k) the Debtor's failure to comply with any provision of the Interim Order. In the event of the sale of any of the Collateral pursuant to section 363 of the Bankruptcy Code or under a plan of reorganization or liquidation, the Lender will have the right (at an auction or otherwise) to credit-bid an amount equal to all or any portion of the Pre-Petition Indebtedness plus any amounts accrued with respect to the Loan after the Petition Date. The Debtor will provide adequate protection to the Lender, subject to a Carve-Out, as follows: (i) solely to the extent of any Diminution of Value and subject to the Permitted Priority Liens, an additional and replacement security interest in and lien (the "Replacement Liens") on any and all Prepetition Collateral and, subject to entry of the Final Order, the proceeds of any causes of action under Sections 502(d), 544, 545, 547, 548, 550, or 553 of the Bankruptcy Code; and (ii) as provided for in the Budget, monthly payment to the Lender of an amount equal to the monthly accruing non-default interest charge plus the amount necessary to reimburse the Lender for the reasonable fees and costs incurred in connection with the bankruptcy case. The "Permitted Priority Liens" are any prior existing, validly perfected and unavoidable liens and security interests in Debtor's assets. To the extent the adequate protection provided in the Interim Order proves to be inadequate to protect the Lender's interest in the Prepetition Collateral, the Lender will have a priority claim to the fullest extent permitted under Section 507(b) of the Bankruptcy Code. Judge Brendan L. Shannon on Jan. 19, 2016, granted interim approval to the Debtor's motion to use cash collateral. A final hearing is scheduled for Feb. 11. A copy of the Interim Order is available for free at: http://bankrupt.com/misc/Variant_H_694_Oaks_Int_Cash_Ord.pdf About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel. VARIANT HOLDING: Proposes $20MM Add'l Financing for Subsidiaries ---------------------------------------------------------------- Variant Holding Company, LLC, which sent its subsidiaries to Chapter 11 bankruptcy in January 2016, to pursue a $190 million sale of their apartment complexes, filed a motion asking for approval to obtain additional new money financing of $20 million from Beach Point Funds for its subsidiaries. The proposed DIP Loan for Variant and its Subsidiary-Debtors, if fully drawn, will have an outstanding principal amount of over $42,000,000, which includes a roll-up of $22 million financing granted to Variant when it filed for bankruptcy in 2014. As reflected in the budget, the bulk of the new money under the DIP Agreement is allocated to Variant's property-owning subsidiaries ("Property-Owning Debtors"), which sought bankruptcy protection on Jan. 12, 2015. The 23 apartment complexes of the Property-Owning Debtors are the Debtors' principal assets and the value thereof forms the basis for generating recoveries by the creditors of these estates. The Properties require immediate funding in order to ensure that the Property-Owning Debtors have sufficient capital to fund necessary repairs, maintenance, and other services in a timely manner. The DIP Lenders are conditioning payment of their principal and interest upon the completion of sales of the Properties. Previous Financing The Beach Point Funds have provided postpetition financing to Variant since the latter sought bankruptcy protection in August 2014. The Court on Nov. 17, 2014, entered a final order authorizing Variant to obtain postpetition financing in the amount of $10,000,000, which was subsequently increased. As of the Subsidiary Petition Date of Jan. 12, 2016, the outstanding principal amount due and owing by Variant and the HoldCo DIP Guarantors under the HoldCo DIP Agreement is $22,397,109. A portion of the advances under the HoldCo DIP Loan -- $3,321,602 -- was retained by Variant to fund its own overhead and administrative expenses of its Chapter 11 case. The remaining majority of the proceeds of the HoldCo DIP Loan borrowed by Variant -- $19,075,508 -- were loaned to the Property-Owning Debtors in order to fund their operating expenses and preserve the Properties pending a sale, which is the goal of their present Chapter 11 cases. The predecessors to the Beach Point Funds loaned $73,500,000 before Variant's Chapter 11 filing. As of Sept. 1, 2014, the amount owing to Beach Point Funds under the Prepetition Loan Agreement was $78,038,714, including, without limitation, (A) $2,750,000 for attorney's fees and expenses of the Beach Point Funds, (B) $75,250,000 for unpaid principal, interests and all other fees, expenses and costs, and (c) $38,714 for the Prepetition Administrative Agents attorney's fees, expenses and other fees. Variant's obligations under the Prepetition Loan Agreement were secured by substantially all assets of Variant and certain assets of the guarantors. The properties of the Property-Owning Debtors are subject to mortgage loans: * The FX3 Properties are subject to the mortgage loan of Wells Fargo Bank, N.A., as trustee and C-III Asset Management LLC, as special servicer, which are owed $51,684,385, plus fees and interest, as of the Subsidiary Petition Date. * The H14 Properties are subject to the mortgage loan of Centennial Bank, which is owed approximately $55,271,546, plus fees and interest. * The Oaks Property is subject to the mortgage loan of Arbor Realty SR, Inc., which is owed $5,000,000 plus fees and interest. Terms of New DIP Loan In the present Motion, the Debtors seek authorization to enter into the Amended and Restated Debtor-in-Possession Loan, Security and Guaranty Agreement dated as of Jan. 14, 2016, with BPC VHI, L.P., Beach Point Total Return Master Fund, L.P., and Beach Point Distressed Master Fund, L.P., as the lenders (the "Beach Point Funds" or the "DIP Lenders") and Cortland Capital Market Services LLC, as administrative agent. The DIP Loan consists of: (a) a "Tranche A Loan" in the principal amount of $3,321,602 plus fees accrued through the Subsidiary Petition Date, which amount has already been advanced by the DIP Lenders to Variant to fund its operations under the Debtor-in-Possession Loan, Security and Guaranty Agreement dated as of Oct. 31, 2014 (as amended, supplemented, or otherwise modified and in effect from time to time, the "HoldCo DIP Agreement"), by and among debtor Variant Holding, the Guarantors (the "HoldCo DIP Guarantors"), the Beach Point Funds as lenders (the "Ho1dCo DIP Lenders"), and Cortland as administrative agent. Variant will be the only borrower of the Tranche A Loan; (b) a "Tranche B1 Loan" in the principal amount of $19,075,508, which amount has already been advanced by the DIP Lenders under the HoldCo DIP Agreement and loaned by Variant to the other DIP Borrowers to fund their operations and preserve their properties in the period leading up to the commencement of their Chapter 11 cases. All DIP Borrowers will be deemed borrowers of the Tranche B1 Loan upon entry of the Interim Order; and (c) a "Tranche B2 Loan" in an aggregate principal amount of $20,000,000 of additional postpetition financing to be used to fund the operating expenses incurred by the Property-Owning Debtors and certain of Variant's overhead expenses (excluding Chapter 11 professional fees), subject to increase for any Permitted Cure Advances up to $2,000,000, with all of the DIP Borrowers as borrowers of the Tranche B2 Loan. The Debtors also seek approval to use cash collateral and borrow under the DIP Agreement, on an interim basis, the Initial Advance under the Tranche B2 Loan in an amount up to $6,000,000, plus Permitted Cure Advances up to an aggregate amount not to exceed $2,000,000, on or after the date of the entry of the Interim Order and through the date of entry of the Final Order. The proposed DIP Loan contains cross-collateralization and the securing or satisfaction of prepetition debt with postpetition obligations. The proposed DIP Orders cross-collateralize a portion of the prepetition debt under the HoldCo DIP Agreement totaling $19,075,508, which is equal to the principal and interest owing on account of the loan proceeds that were borrowed by Variant and then distributed to the Property-Owning Debtors to fund their operating expenses and preserve their properties in the period leading up to their chapter 11 cases, as the Tranche B1 Loan through the grant of blanket security interests in the assets of the Property-Owning Debtors. The Tranche A Loan will bear interest on the unpaid principal amount thereof at a per annum rate equal to 14.2% calculated on the basis of a 360-day year for the actual days elapsed. The Tranche B Loan will bear interest at a per annum rate equal to 6%. The DIP Administrative Agent will be paid agent fees in an amount of $22,500 each year. The Debtors say the economic terms of the DIP Loan are quite favorable to them -- particularly given the relative priority of the DIP Liens. The proposed financing is at an interest rate of 6% per annum and contains no commitment or line fees of any kind. In fact, under the DIP Loan, interests on the sum of $19,075,508 owing with respect to the Tranche B1 Loan is reduced from 14.2% to 6%. In addition, the DIP Lenders are proposing to take a subordinate position to the liens and claims of the Mortgage Lenders and existing, non-subordinated mechanics' lien claimants of the Property-Owning Debtors. The DIP Loan will mature on the later of (i) Oct. 31, 2016, or (ii) if the Court enters a report an recommendation in form and substance reasonably satisfactory to the Lenders by Aug. 31, 2016 approving a winning bidder for the sale of substantially all of the assets of the Property-Owning Debtors, Nov. 30, 2016; or, in case upon the earlier termination of the DIP Loan. The Debtors considered whether alternative financing would be available from the Mortgage Lenders themselves and made inquiries of the Mortgage Lenders, but the Beach Point Funds made an effort to beat any alternative proposal with terms that were highly beneficial to the estates. Interim Order Entered Judge Brendan L. Shannon on Jan. 19, 2015, entered an order approving the DIP Loan on an interim basis. According to the Interim Order, debtor Oaks at Stonecrest LLC will not be a party to the DIP Agreement. A final hearing is set for Feb. 11, 2016, at 10:00 a.m., with objections to entry of the Final Order due Feb. 4, 2016, at 4:00 p.m. The Debtors asked the Court to schedule a Final Hearing that's on or before Feb. 15. A copy of the Interim DIP Order is available for free at: http://bankrupt.com/misc/Variant_H_698_Int_DIP_Order.pdf The Debtors' attorneys: Richard M. Pachulski, Esq. Maxim B. Litvak, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-652-4100 Fax: 302-652-4400 E-mail: rpachulski@psjlaw.com mlitvak@psjlaw.com pkeane@pszjlaw.com About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel. VARIANT HOLDING: Units File for Ch. 11 to Pursue $190-Mil. Sale --------------------------------------------------------------- Property-owning subsidiaries of Variant Holding Company LLC followed their parent into Chapter 11 bankruptcy to pursue a sale of the assets to its current lender, Beach Point Funds, for $190 million, absent higher and better offers. The Subsidiary-Debtors endeavored to pursue the sales out-of-court. However, they were unable to obtain title insurance with respect to such sale, primarily due to an appeal filed by certain direct and indirect equity holders of Variant with respect to the Court's order prior authorizing such sale. The commencement of the Chapter 11 cases by the Subsidiary Debtors was necessary to permit them to obtain title insurance, thereby facilitating an orderly sale of the Properties. In furtherance of that goal, the Property-Owning Debtors are finalizing documentation with respect to a stalking horse purchase agreement, pursuant to which the Beach Point Funds or one or more affiliates will acquire the Properties for $190,000,000, subject to overbids. Under the Stalking Horse Purchase Agreement, if the Beach Point Funds acquire the Properties, they will, up to an aggregate amount of $190,000,000, (i) assume or satisfy all claims allowed against the DIP Borrowers that are not prohibited from being paid prior to satisfaction of the Prepetition Secured Obligations, and (ii) waive distributions on account of their claims under the DIP Agreement and the Prepetition Secured Obligations. Variant says the total mortgage debt on the Properties is approximately $112 million. Hence, there is a substantial equity cushion in the assets of the Property-Owning Debtors. The Debtors believe that an orderly sale and plan confirmation process will preserve and maximize such value for the benefit of all constituents in the Chapter 11 cases. About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel. VERSO CORPORATION: Files for Ch. 11 Amid Decline in Paper Demand ---------------------------------------------------------------- Verso Corporation, et al., sought Chapter 11 bankruptcy protection blaming a confluence of external factors, including a sharp decline in demand for coated paper products, a significant increase in foreign imports and decline in exports resulting from a strong U.S. dollar, the delay in consummating the NewPage acquisition, and the Company's impending financial obligations. According to Allen J. Campbell, senior vice president and chief financial officer of Verso Corporation, the coated paper industry faces a long-term, structural decline. He added that from 2010 to 2014, demand for coated paper in the United States has fallen by roughly 16%. "As society becomes increasingly dependent on digital technology products such as laptops, smartphones, and tablet computers, spending on advertising and magazine circulation have eroded, resulting in an overall decline in the demand for coated paper," Mr. Campbell said. Mr. Campbell maintained that the demand for coated paper is expected to continue to steadily decline in the future, with market volumes in 2016 projected to be 3% below 2015 levels. He added that the prolonged decline in demand for coated paper has had a significant impact on the Debtors' profitability. Moreover, Mr. Campbell said the decline in the Debtors' performance from the recent increase in foreign imports and reduction in exports, coupled with the overall decline in demand, has been significant. On Jan. 7, 2015, Verso completed the acquisition of NewPage, approximately one year after initially entering into the Acquisition Agreement. The consummation of the NewPage acquisition was delayed as the Debtors worked with the DOJ to address antitrust concerns raised by the proposed acquisition. As of Sept. 30, 2015, the Debtors' funded-debt obligations exceeded $2.8 billion, Court document shows. The Debtors also have a current combined annual interest expense of over $270 million. "The Debtors' current balance sheet is unsustainable. Absent a restructuring of this indebtedness, the Debtors would be unable to comply with certain covenants and payment obligations under their debt facilities. Moreover, due to this significant indebtedness, the Debtors lack sufficient cash flow to maintain their business and reinvest capital to take advantage of growth opportunities," said Mr. Campbell. First Day Motions Concurrently with the filing of these Chapter 11 cases, the Debtors have filed the following first day pleadings seeking authority to, among other things: (a) prohibit utility providers from discontinuing services; (b) pay employee compensation; (c) pay prepetition critical vendor claims; (d) use existing cash management system; and (e) obtain postpetition financing. A full-text copy of the declaration in support of the petition is available for free at: http://bankrupt.com/misc/20_VERSO_Declaration.pdf About Verso Corporation Verso Corporation and 26 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson as president and chief executive officer. Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. The Debtors employ approximately 5,200 personnel. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. VERSO CORPORATION: Has Restructuring Support Agreement, Financing ----------------------------------------------------------------- Verso Corporation on Jan. 27 disclosed that it has finalized a restructuring support agreement (RSA) with creditors holding at least a majority in principal amount of substantially all tranches of funded debt of Verso and its subsidiaries in connection with Verso's filing for Chapter 11 protection in the United States Bankruptcy Court in the District of Delaware on Jan. 26. Verso also announced that it has finalized, subject to approval by the bankruptcy court, a debtor-in-possession (DIP) financing package totaling up to $600 million which will provide a clear path to a restructuring that will benefit Verso's stakeholders. The RSA commits Verso and the signing creditors to pursue a consensual restructuring. Verso and the signing creditors have agreed to support and vote for a plan of reorganization as contemplated by the RSA and as otherwise reasonably satisfactory. Under the contemplated plan of reorganization, Verso will eliminate approximately $2.4 billion in pre-bankruptcy debt. In return, the holders of Verso's funded debt will receive substantially all of the equity in the reorganized Verso. The DIP financing package will provide Verso with significant operational flexibility to successfully reorganize and sufficient liquidity to support its ongoing operations for the foreseeable future during the Chapter 11 process. "As we announced [Tues]day, filing for Chapter 11 protection was a difficult decision for us. The strong creditor support we received in entering into the RSA and the fact that many of those same creditors participated as lenders in the DIP financing package are very gratifying. With the support of this broad spectrum of financial creditors, we anticipate that we will be able to enter into a restructuring plan designed to eliminate approximately $2.4 billion of our outstanding debt and to exit the Chapter 11 process in a short timeframe. Upon completion of our plan, we will have a stronger balance sheet and operations that position us for long-term success," said Verso President and CEO David J. Paterson. As noted on Jan. 26, Verso is seeking immediate relief from the bankruptcy court through the filing of customary first day motions that will allow the company to transition its business into Chapter 11, including, among other things, granting the authority to pay pre-petition wages, salaries and benefits and to honor customer programs. Verso Corporation, together with Verso Paper Holdings LLC, supplies coated papers to catalog and magazine publishers. Memphis, Tennessee-based Verso is one of the largest producers of coated groundwood paper, operating five paper machines at two mills in Maine and Michigan. VERSO CORPORATION: Proposes Procedures to Protect NOLs ------------------------------------------------------ Verso Corporation and its affiliates ask the Bankruptcy Court to approve notice and hearing procedures for transferring equity securities of the Company and claiming a worthless stock deduction. The procedures are designed to protect and preserve the ability of Debtors to carryover net operating losses to future taxable years and use other tax attributes. The Debtors believe they have significant NOLs for U.S. federal income tax purposes. The Debtors estimate that, as of Dec. 31, 2015, their federal income tax NOLs are approximately $1.8 billion, a figure that could grow by the time the Debtors emerge from Chapter 11. According to the Debtors, the NOLs are valuable to them because the Internal Revenue Code of 1986, as amended, permits corporations to carry forward NOLs to offset future taxable income and, in turn, reduce tax liability up to 20 years after the tax year in which the NOL occurred. Because the Debtors may use NOLs to reduce future tax obligations, the NOLs enhance the value of their estates. However, events during these Chapter 11 cases may deprive the Debtors of much of the value of their NOLs -- most notably, if the Debtors undergo an "ownership change" as defined under Section 382 of the IRC. One way an ownership change could occur is through transfers of Verso's stock, which is publicly traded over-the-counter under symbol VRSV. To prevent stock trades from causing a value-impairing ownership change, the Debtors seek to implement the Equity Transfer Procedures. To prevent the loss of value resulting from an ownership change, the Debtors request two sets of procedures intended to protect and preserve their Tax Attributes. The first set of procedures, the Equity Transfer Procedures, would allow the Debtors to object to proposed transfers of Verso stock that could jeopardize use of the Tax Attributes. The second set of procedures, the Worthless Stock Deduction Procedures, would permit the Debtors to object to a Verso shareholder that holds or has held more than 50% of Verso's common stock from taking a worthless stock deduction for that stock, an act that may cause an ownership change. The Debtors further request that the Court order that any purchase, sale, or other transfer of, or any claim of a worthless stock deduction for, Verso equity securities in violation of the procedures be null and void ab initio as an act in violation of the automatic stay under Bankruptcy Code Section 362. About Verso Corporation Verso Corporation and 26 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson as president and chief executive officer. Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. The Debtors employ approximately 5,200 personnel. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. VERSO CORPORATION: Says Ch. 11 Won't Impact Daily Business ---------------------------------------------------------- Verso Corporation on Jan. 26 disclosed that the company and its subsidiaries have filed voluntary petitions with the United States Bankruptcy Court in the District of Delaware to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Verso's board of directors authorized the filing of the Chapter 11 cases to facilitate a debt restructuring necessary to strengthen the company's balance sheet and to position Verso for long-term success. Verso expects the announcement will have virtually no impact on the day-to-day operations of the company. "While filing for Chapter 11 protection was a difficult decision, we are pleased that we enter this process with strong creditor support. We have worked together with a broad spectrum of financial creditors to develop a restructuring plan to eliminate $2.4 billion of our outstanding debt and to exit the Chapter 11 process in a short timeframe," said Verso President and CEO David J. Paterson. The expected agreement on terms for a plan of reorganization is with creditors holding at least a majority in principal amount of most classes of funded debt of Verso and its subsidiaries. Verso anticipates that upon finalizing agreed-upon terms, the plan of reorganization would result in the holders of its funded debt receiving equity of Verso in exchange for their claims. Verso also expects to finalize a debtor-in-possession (DIP) financing package totaling up to $600 million in the next day that will provide the company with significant operational flexibility to successfully reorganize. The DIP package will provide Verso with sufficient liquidity to support its ongoing operations for the foreseeable future during the Chapter 11 process. Verso will promptly seek immediate relief from the Bankruptcy Court through the filing of customary first day motions that will allow the company to transition its business into Chapter 11, including, among other things, granting the authority to pay pre-petition wages, salaries and benefits and to honor customer programs. Paterson explained the filing, noting that "since Verso acquired NewPage Holdings Inc. in January 2015, a confluence of external factors, including an accelerated and unprecedented decline in demand for our products, a significant increase in foreign imports resulting from a strong U.S. dollar relative to foreign currencies, and Verso's impending financial obligations made it apparent that action was needed." He further noted that "Verso chose to take this proactive step with the firm belief that our company will emerge from the Chapter 11 process as a stronger company that is positioned to compete and win, even as challenges in the overall economic environment continue." Verso expects the reorganization process to have virtually no impact on its daily business. "Verso intends to operate our business as usual with an unwavering focus on running our facilities safely and efficiently, delivering the high quality products and services our customers have come to expect from us, maintaining valued relationships with our suppliers, protecting the environment, and being a good neighbor in the communities where we operate," Mr. Paterson said. A link titled "Verso Restructuring" has been added to the home page of Verso's website, versoco.com, to provide information about the bankruptcy process and legal filings made with the Bankruptcy Court. The company's Consolidated Water Power Company subsidiary is not part of the bankruptcy filing. Verso Corporation, together with Verso Paper Holdings LLC, supplies coated papers to catalog and magazine publishers. Memphis, Tennessee-based Verso is one of the largest producers of coated groundwood paper, operating five paper machines at two mills in Maine and Michigan. VERSO CORPORATION: Wants to Pay $30-Mil. Critical Vendor Claims --------------------------------------------------------------- Verso Corporation and its affiliated debtors seek permission from the Bankruptcy Court to pay prepetition obligations of certain vendors, suppliers, service providers, and similar entities that provide goods or services critical to the ongoing operation of their business in the ordinary course, in an amount not to exceed $15 million on an interim basis and $30 million on a final basis. The Debtors believe that the Critical Vendors would cease providing goods and services to them or otherwise take action to impede their restructuring if their prepetition claims are not paid. The Debtors said they will use reasonable efforts where appropriate and practicable to condition payments to Critical Vendors on each Critical Vendor's agreement to (i) accept such payment in satisfaction of all or a part of its Critical Vendor Claim, and (ii) continue to provide supplies or services to the Debtors during these Chapter 11 cases on (a) the most favorable trade terms, practices, and programs in place during the 12 months before the Petition Date or (b) such other favorable terms as the Debtors and the Critical Vendor may mutually agree on. According to Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A., counsel for the Debtors, Verso, et al., operate in a highly specialized industry that requires them to rely heavily on certain Critical Vendors to provide raw materials, unique parts and equipment, and specialized services necessary to manufacture their printing papers, specialty papers, and pulp. Without these goods and services, the Debtors' business would suffer severe disruption, jeopardizing their ability to continue operating, he added. About Verso Corporation Verso Corporation and 26 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson as president and chief executive officer. Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. The Debtors employ approximately 5,200 personnel. The Debtors disclosed total assets of $2.9 billion and total debt of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. WHISKEY ONE: Plan Filing Deadline Extended to Feb. 10 ----------------------------------------------------- Judge David Rice has granted Whiskey One Eight, LLC's request for an extension of its exclusive plan filing period through Feb. 10, 2016, and its exclusive plan solicitation period through April 10, 2016. Before the Court entered its ruling, Richard E. Polm and Polm Development Limited Partnership filed a response opposing the Debtor's request for extension. The Respondents asserted that denial of the Extension Motion would facilitate moving the case forward. The Court however found good cause for the requested extension. The Polm Respondents are represented by: SCARLETT, CROLL & MYERS, P.A. Robert B. Scarlett, Esq. 201 N. Charles St., Ste 600 Baltimore, MD 21201 Tel No: (410) 468-3100 Fax No: (410) 332-4026 E-mail: rscarlett@scarlettcroll.com About Whiskey One Whiskey One Eight, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois signed the petition as managing member. The Debtor disclosed total assets of $18,008,600 and total liabilities of $5,100,057 as of the Chapter 11 filing. Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as the Debtor's counsel. Judge David E. Rice presides over the case. WORLDWIDE TRANSPORTATION: Case Summary & Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Worldwide Transportation Services Inc. 14400 NW 77 Court, Suite 200 Miami Lakes, FL 33016 Case No.: 16-11136 Chapter 11 Petition Date: January 26, 2016 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Debtor's Counsel: Eyal Berger, Esq. AKERMAN LLP 350 E Las Olas Blvd #1600 Ft Lauderdale, FL 33301 Tel: 954.463.2700 Email: eyal.berger@akerman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ali A. Malek, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-11136.pdf YELLOW CAB CO-OP: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Riley McDermid at San Francisco Business Times reports that Yellow Cab Cooperative Inc., filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in San Francisco on Jan. 22, 2016. A spike in accident claims over the past year is partially to blame for the Company's troubles, NBC Bay Area relates, citing the Company. Pamela Martinez, the Company's president, said in court documents that Uber Technologies Inc. and Lyft Inc. had long poached the Company's drivers, while continuing liability claims for lawsuits have drained the Company's coffers. Business Times quoted Ms. Martinez as saying, "We are in the midst of serious financial setbacks. Some are due to business challenges beyond our control, and others are of our own making." The Company estimated in court documents that its assets at less than $10 million, and its debts at between $10 million and $50 million. The Company said in court documents that it owes over $20 million in disputed claims under civil litigation, related arbitration and mediation, and other debts. Cyrus Farivar at Ars Technica states that the Company's largest creditor is a woman who was awarded an $8 million judgment in 2015 after she sustained very serious injuries in a 2011 taxi crash. According to NBC Bay Area, the Company said it will "to continue its operations as before." Yellow Cab Co-op is San Francisco's largest taxi company. [*] Carl Marks Advisors Announces Three Promotions -------------------------------------------------- Carl Marks Advisors, a consulting and investment banking advisory firm to middle market companies, announced the following three promotions, effective immediately: * Charles Boguslaski – Partner * David Endo – Vice President * Jeff Pielusko – Vice President "We are pleased to offer these three individuals promotions in recognition of outstanding contributions they have made both to our practice and, importantly, in support of our clients," said Duff Meyercord, partner at Carl Marks Advisors. "We congratulate David and Jeff on their accomplishments, and are proud to have Chuck join the ranks of Partners at Carl Marks Advisors, as we get ready for a busy 2016." Charles Boguslaski has more than 17 years of investment banking and financial restructuring experience. He has received several industry recognitions for his ability to execute complex transactions and bring creative solutions to clients. Mr. Boguslaski has advised on mergers and acquisitions, capital raises and financial restructuring assignments (including Sec. 363 sales and internal reorganizations) across a number of industries, including energy, healthcare, consumer products, transportation, hospitality, retail, shipping and manufacturing. He is a board member of Serim Research, a dry reagent technology diagnostic company and is registered with FINRA as a General Securities Representative. David Endo has more than 6 years of experience providing research and execution services for various investment banking and financial advisory assignments, including mergers and acquisitions, debt and equity capital raises, secured and unsecured lenders, and creditors across the capital structure. Endo has advised on numerous financial restructurings (including Sec. 363 sales and internal reorganizations) capital raises, and mergers and acquisitions assignments across a wide range of industries that include energy, healthcare, manufacturing, building materials, and consumer products. Additionally, he is registered with FINRA as a General Securities Representative. Jeffrey Pielusko brings 7 years of financial services experience including expertise in strategy, planning and working capital management. Mr. Pielusko works closely with company owners, management teams, boards of directors, private equity groups, lenders and investors on engagements spanning bankruptcies, workouts, loan restructurings, due diligence, strategic planning and mergers and acquisitions. His experience providing financial advisory services comprise of a vast range of industries including food distribution, staffing, manufacturing, energy, logistics and healthcare. Mr. Pielusko is also registered with FINRA as a General Securities Representative. Carl Marks Advisors was recently recognized as an Outstanding Turnaround Firm for exceptional restructuring and advisory expertise it has brought to 2015 transactions within the energy, consumer/retail, grocery, and regional/community banking sectors. This title was awarded to them by Turnarounds & Workouts' latest Special Report (November) that honors the top 12 Outstanding Turnaround Firms for 2015. About Carl Marks Advisors Carl Marks Advisory Group LLC -- http://www.carlmarksadvisors.com -- is a New York-based consulting and investment banking advisory firm serving middle-market companies. It provides an array of investment banking and operational services, including mergers and acquisitions advice, sourcing of capital, financial restructuring plans, strategic business assessments, improvement plans and interim management. The award-winning firm received the 2015 ACG New York Champion's Award for Deal of the Year in Manufacturing; was included in Turnarounds & Workouts 2015 Outstanding Turnaround Firms, Global M&A Network 2014 annual listing of the Top 100 Restructuring and Turnaround Professionals and Turnarounds & Workouts 2014 Outstanding Investment Banking Firms; received the 2013 & 2014 Turnaround Atlas Awards' Middle Market Restructuring Investment Banker of the Year; 2013 M&A Advisor's Sector Financing Deal of the Year (Real Estate); the 2013 Turnaround Atlas Awards' Healthcare Services Turnaround of the Year and Mid Markets Restructuring Investment Bank of the Year. Securities are offered through Carl Marks Securities LLC, member FINRA and SIPC. [*] Fla. Bankruptcy Judge Jails Atty. Over Trust Fund Accounting ---------------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reported that a Florida bankruptcy judge found a Palm Beach attorney in contempt of court and ordered her arrested for failing to present accounting records for a client trust account and for skipping out on a show cause hearing on Jan. 19, 2016. U.S. Bankruptcy Judge John K. Olson ordered attorney Tina Talarchyk arrested after she failed to show up at a hearing to show cause why sanctions should not be imposed after she failed to produce accounting records for the trust in a personal bankruptcy case. [*] O'Melveny & Myers Named Among BLaw360's 2015 Bankruptcy Group ----------------------------------------------------------------- Ed Beeson at Bankruptcy Law360 reported that O'Melveny & Myers LLP earned a place among Law360's Bankruptcy Groups of the Year. From representing iconic gunmaker Colt Defense LLC to guiding a top creditor in the sprawling Energy Future Holdings bankruptcy, the restructuring attorneys at O'Melveny & Myers LLP spent 2015 hammering out deals under difficult circumstances. The group also made its mark in the troubled energy sector when it guided the Chapter 11 of Cal Dive International Inc., which provides underwater services to offshore oil and natural gas operations that was holding some $300 million in debt. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Steve Paul Goetting and Barbara A Goetting Bankr. D. Ariz. Case No. 16-00392 Chapter 11 Petition filed January 15, 2016 In re Michael Edward Kelly and Alice Teresa Kelly Bankr. C.D. Cal. Case No. 16-10169 Chapter 11 Petition filed January 15, 2016 In re Ki Jong Song Bankr. C.D. Cal. Case No. 16-10507 Chapter 11 Petition filed January 15, 2016 In re Amalia Elizabeth Caso Bankr. S.D. Fla. Case No. 16-10666 Chapter 11 Petition filed January 15, 2016 In re Maria L. Butner Bankr. D. Mass. Case No. 16-10130 Chapter 11 Petition filed January 15, 2016 In re Marc Mehlman, D.M.D. P.C. Bankr. D.N.J. Case No. 16-10754 Chapter 11 Petition filed January 15, 2016 See http://bankrupt.com/misc/njb16-10754.pdf represented by: Bruce W. Radowitz, Esq. E-mail: bradowitz@comcast.net In re George William Piner Bankr. E.D.N.C. Case No. 16-00248 Chapter 11 Petition filed January 15, 2016 In re Mark Allen Wasmuth and Meridith Phillippi Wasmuth Bankr. M.D.N.C. Case No. 16-80038 Chapter 11 Petition filed January 15, 2016 In re Timothy William McClincy Bankr. W.D. Wash. Case No. 16-10176 Chapter 11 Petition filed January 15, 2016 In re James V. Fitzgerald and Colleen A. Fitzgerald Bankr. S.D. Fla. Case No. 16-10683 Chapter 11 Petition filed January 16, 2016 In re Johnny Manana's LLC Bankr. E.D. Penn. Case No. 16-10315 Chapter 11 Petition filed January 18, 2016 See http://bankrupt.com/misc/paeb16-10315.pdf represented by: Thomas Daniel Bielli, Esq. BIELLI & KLAUDER, LLC E-mail: tbielli@bk-legal.com In re Levittown Taco Maker, Corp. Bankr. D.P.R. Case No. 16-00246 Chapter 11 Petition filed January 18, 2016 See http://bankrupt.com/misc/prb16-00246.pdf represented by: Jesus Santiago Malavet, Esq. SANTIAGO MALAVET AND SANTIAGO LAW OFFICE E-mail: contactus@smslopsc.com In re Edmund Andrew Doss and Jennifer Anne Doss Bankr. W.D. Wash. Case No. 16-40152 Chapter 11 Petition filed January 18, 2016 In re Ana Maria De Anda Bankr. D. Ariz. Case No. 16-00435 Chapter 11 Petition filed January 19, 2016 In re Samuil Preys Bankr. C.D. Cal. Case No. 16-10159 Chapter 11 Petition filed January 19, 2016 represented by: Lewis R Landau, Esq. E-mail: Lew@Landaunet.com In re Ronald B. Grey Bankr. C.D. Cal. Case No. 16-10190 Chapter 11 Petition filed January 19, 2016 Filed Pro Se In re Aurora Bartola Gutierrez Bankr. C.D. Cal. Case No. 16-10656 Chapter 11 Petition filed January 19, 2016 represented by: Anthony Obehi Egbase, Esq. LAW OFFICES OF ANTHONY O EGBASE & ASSOC E-mail: info@anthonyegbaselaw.com In re Total Sleep Management, Inc. Bankr. M.D. Fla. Case No. 16-00366 Chapter 11 Petition filed January 19, 2016 See http://bankrupt.com/misc/flmb16-00366.pdf represented by: Taylor J King, Esq. LAW OFFICES OF MICKLER & MICKLER E-mail: tjking@planlaw.com In re Exotica Academy, Inc. Bankr. S.D. Fla. Case No. 16-10749 Chapter 11 Petition filed January 19, 2016 See http://bankrupt.com/misc/flsb16-10749.pdf represented by: Nathan G Mancuso, Esq. MANCUSO LAW, P.A. E-mail: ngm@mancuso-law.com In re D Dagenais Properties LLC Bankr. E.D. Mich. Case No. 16-40604 Chapter 11 Petition filed January 19, 2016 See http://bankrupt.com/misc/mieb16-40604.pdf represented by: Charles D. Bullock, Esq. STEVENSON & BULLOCK, PLC E-mail: cbullock@sbplclaw.com In re Samir Pinkhasov Bankr. D.N.J. Case No. 16-10953 Chapter 11 Petition filed January 19, 2016 In re Claire Williams Bankr. E.D.N.Y. Case No. 16-40218 Chapter 11 Petition filed January 19, 2016 In re Georgios Malliarakis Bankr. S.D.N.Y. Case No. 16-10126 Chapter 11 Petition filed January 19, 2016 In re Roc N Ramen 914 LLC Bankr. S.D.N.Y. Case No. 16-22062 Chapter 11 Petition filed January 19, 2016 See http://bankrupt.com/misc/nysb16-22062.pdf represented by: Wayne M. Greenwald, Esq. WAYNE M. GREENWALD, PC E-mail: grimlawyers@aol.com In re Lynn Arthur Nichols and Katherine Ida Nichols Bankr. M.D. Tenn. Case No. 16-00344 Chapter 11 Petition filed January 19, 2016 In re Donald R Sweat Bankr. W.D. Tenn. Case No. 16-10107 Chapter 11 Petition filed January 19, 2016 In re Madison Hotel Apartment LLC Bankr. W.D. Wash. Case No. 16-10205 Chapter 11 Petition filed January 19, 2016 See http://bankrupt.com/misc/wawb16-10205.pdf Filed Pro Se In re San Diego Bus & Auto Repair, Inc. Bankr. S.D. Cal. Case No. 16-00230 Chapter 11 Petition filed January 20, 2016 See http://bankrupt.com/misc/casb16-00230.pdf represented by: Vikrant Chaudhry, Esq. VC LAW GROUP, LLP E-mail: vik@thevclawgroup.com In re Lorena A Beck Bankr. M.D. Fla. Case No. 16-00409 Chapter 11 Petition filed January 20, 2016 In re Bruce L. Pitt Bankr. D. Md. Case No. 16-00314 Chapter 11 Petition filed January 20, 2016 In re Nature's Nectar, LLC Bankr. D.N.H. Case No. 16-10074 Chapter 11 Petition filed January 20, 2016 See http://bankrupt.com/misc/nhb16-10074.pdf represented by: William J. Amann, Esq. CRAIG, DEACHMAN & AMANN, PLLC E-mail: wamann@cda-law.com In re George M. Medved Bankr. W.D. Penn. Case No. 16-20165 Chapter 11 Petition filed January 20, 2016 In re C-N-T Redi Mix, LLC Bankr. N.D. Tex. Case No. 16-30274 Chapter 11 Petition filed January 20, 2016 See http://bankrupt.com/misc/txnb16-30274.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, PC E-mail: eric@ealpc.com In re Coreno Marble & Tile, Ltd. Bankr. D. Conn. Case No. 16-50088 Chapter 11 Petition filed January 21, 2016 See http://bankrupt.com/misc/ctb16-50088.pdf represented by: James M. Nugent, Esq. HARLOW, ADAMS, AND FRIEDMAN E-mail: jmn@quidproquo.com In re Jacqueline Boyer-Staley Bankr. D. Md. Case No. 16-10680 Chapter 11 Petition filed January 21, 2016 In re Lusignan Security Agency Inc. Bankr. D. Mass. Case No. 16-40065 Chapter 11 Petition filed January 21, 2016 See http://bankrupt.com/misc/mab16-40065.pdf represented by: James P. Ehrhard, Esq. EHRHARD & ASSOCIATES, P.C. E-mail: ehrhard@ehrhardlaw.com In re Carlos Rafael Antigua Bankr. D. Mass. Case No. 16-40066 Chapter 11 Petition filed January 21, 2016 In re Gaimos Leasing Multi Services Corp. Bankr. S.D.N.Y. Case No. 16-10151 Chapter 11 Petition filed January 21, 2016 See http://bankrupt.com/misc/nysb16-10151.pdf represented by: H. Bruce Bronson, Jr., Esq. BRONSON LAW OFFICES, P.C. E-mail: ecf@bronsonlaw.net In re Noufal & Company, LLC Bankr. E.D. Va. Case No. 16-10229 Chapter 11 Petition filed January 21, 2016 See http://bankrupt.com/misc/vaeb16-10229.pdf represented by: Nathan A. Fisher, Esq. E-mail: Fbarsad@cs.com In re Mary Lou Zimmerman Bankr.E.D. Va. Case No. 16-10237 Chapter 11 Petition filed January 21, 2016 ********* 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. 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On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. 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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