/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160201.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 1, 2016, Vol. 20, No. 32 Headlines 11 EAST 36TH: Third-Party Suit Against DIP Lender Dismissed ADAMIS PHARMACEUTICALS: OKs Increase in Executives' Base Salaries ALLIANCE ONE: Principal Accounting Officer Resigns ALLY FINANCIAL: BlackRock Reports 9.8% Stake as of Dec. 31 ALVION PROPERTIES: Disbursing Agent Hires Desai Eggman as Counsel ALVION PROPERTIES: Panel Taps Kingett Warrant as Tax Counsel AMERICAN CHARTER: Fitch Affirms 'BB' Rating on Series 2007A Bonds ATKINSON INVESTMENT: Case Summary & 4 Top Unsecured Creditors ATLANTIC CITY, NJ: S&P Lowers Rating on GO Debt to 'CCC-' ATLANTIC CITY, NJ: S&P Lowers Underlying Rating on GO Bonds to BB- BEAZER HOMES: Invesco Ltd. Reports 3.9% Stake as of Dec. 31 BENZIE LEASING: Case Summary & 19 Largest Unsecured Creditors BILL MICHAEL INC: Case Summary & 20 Largest Unsecured Creditors BIOMED REALTY: Moody's Lowers Unsecured Debt Ratings to Ba1 BOOMERANG TUBE: Court Confirms Second Amended Ch. 11 Plan BOOMERANG TUBE: Exclusive Solicitation Period Extended to June 2 CHAMPION INDUSTRIES: Incurs $1.19 Million Net Loss in Fiscal 2015 CHENIERE ENERGY: S&P Affirms 'BB' CCR, Outlook Stable CHINA GINSENG: Guoqin Yin Quits as Chairman and CEO CINCINNATI BELL: S&P Affirms 'B' CCR; Outlook Remains Stable CLIFFS NATURAL: George Connell Reports 9.3% Stake as of Dec. 31 CLIFFS NATURAL: S&P Lowers CCR to 'CC', Outlook Negative COYNE INTERNATIONAL: Hires Pyramid as Broker for Remaining Assets COYNE INTERNATIONAL: Taps BidItUp to Auction Remaining Assets CSI COMPRESSCO: S&P Lowers CCR to 'B-', Outlook Stable CTI BIOPHARMA: NB Public Equity, et al., Report 5.5% Stake CURO HEALTH: S&P Affirms 'B' Rating on 1st Lien Debt DENTAL KIDZ: Voluntary Chapter 11 Case Summary DIFFERENTIAL BRANDS: Names Michael Buckley CEO DIFFERENTIAL BRANDS: Signs Credit Pacts With Wells Fargo, et al. DOVER DOWNS: Reports Results for Q4 and Full Year 2015 EAST RIDGE RETIREMENT: Fitch Affirms 'BB' Rating on Revs Bonds ELBIT IMAGING: Plaza Centers Appoints Acting CEO and CFO ELITE PHARMACEUTICALS: FDA Approves Waiver of NDA Filing Fee ELITE PHARMACEUTICALS: Nasrat Hakim Named Board Chairman EXTREME REACH: S&P Lowers CCR to 'B-', Outlook Negative FINGER LAKES: Case Summary & 7 Largest Unsecured Creditors GENIUS BRANDS: Bard Associates Holds 12.4% Stake as of Dec. 31 GEOMET INC: Suspending Filing of Reports with SEC GEORGETOWN MOBILE: Court Approves ARA USA as Exclusive Broker GIBSON BRANDS: S&P Lowers CCR to 'CCC+', Outlook Negative GK HOLDINGS: S&P Lowers CCR to 'B' on Weak Credit Metrics GRAHAM GULF: Objects to Request for Payment of Carl Marks' Fees GREENBRIER WHALEY: Case Summary & 3 Largest Unsecured Creditors HAGGEN HOLDINGS: Court Approves Stroock & Stroock as Attorneys HAGGEN HOLDINGS: Court Okays Alvarez & Marsal as Financial Advisor HAGGEN HOLDINGS: Has Until March 7, 2016 to File Ch. 11 Plan HAGGEN HOLDINGS: Kurtzmann Carson Okayed as Admin. Advisor HAGGEN HOLDINGS: May Hire Akerman LLP as Corporate Counsel HEADWATERS INC: S&P Raises CCR to 'BB-', Outlook Stable HII TECHNOLOGIES: AES Creditors Seek Appointment of Ch. 11 Trustee HONG KONG ENTERTAINMENT: Wants to Hire Timothy H. Bellas as Counsel HOVENSA LLC: Has Until March 14 to File Plan HUB INTERNATIONAL: S&P Affirms 'B' Counterparty Credit Rating ILLINOIS CORPORATE RESOURCE: Case Summary & Top Unsecured Creditor IMPERIAL METALS: S&P Lowers CCR to 'CCC', Outlook Negative INTERNATIONAL SUPPLY: Gets Approval to Hire Briggs as Consultant INTERNATIONAL SUPPLY: Gets Approval to Hire Gordon as Accountant INTERNATIONAL SUPPLY: Hires David Cover as Special Attorney JHK INVESTMENTS: Ch. 11 Case Assigned to Judge Carla E. Craig JOE'S JEANS: Launches Differential Brands Group KEMET CORP: Rama Marda Reports 5.9% Equity Stake as of Dec. 31 KEMET CORP: Reports Preliminary Fiscal 2016 Q3 Quarterly Results KEMET CORP: Tocqueville Asset Holds 6.5% Stake as of Dec. 31 KOPPERS INC: S&P Lowers CCR to 'B' on Weaker Operating Results LARRY MILLER: 5th Cir. Reverses Ruling Releasing FLSA Claim LEONARDO ACQUISITION: S&P Withdraws 'B' Corp. Credit Rating LEXARIA CORP: Signs Distribution Agreement with Telluride Coffee MANITOWOC FOODSERVICE: Moody's Assigns B2 Corporate Family Rating MARION AVENUE: Case Summary & 6 Largest Unsecured Creditors MISSOURI CORPORATE RESOURCE: Case Summary & Top Unsecured Creditor MMM HOLDINGS: S&P Assigns 'B-' LT Counterparty Credit Rating MODULAR SPACE: S&P Puts 'B-' CCR on CreditWatch Negative MOLYCORP INC: Panel Hires Boies Schiller as Conflicts Counsel MONAKER GROUP: Obtains $600,000 From Private Placement MORGANS HOTEL: FelCor to Sell Royalton and Morgans Hotels NORTHWEST BARS: Files Ch 11 Bankr. Petition for Katie Mullen's OMNICOMM SYSTEMS: Guus Kesteren Reports 3.2% Stake as of Dec. 31 PERFORMANCE SPORTS: S&P Lowers CCR to 'B-' on Weak Profitability PLEASE TOUCH MUSEUM: Gets Interim Approval to Use Cash Collateral PLUG POWER: BlackRock Reports 5.4% Equity Stake as of Dec. 31 POSITIVEID CORP: Signs $2.1 Million Subscription Agreement PREMIERE GLOBAL: S&P Assigns 'B' CCR & Rates $50MM Revolver 'B' PRESCOTT VALLEY: Has Until March 11 to Decide on Unexpired Leases PRIME GOLD: Incurs $1.59 Million Net Loss in Fiscal 2015 QUICKSILVER RESOURCES: Second Lien Creditors Have Perfected Liens RELATIVITY FASHION: Panel Can Tap Drinker Biddle as Litigation Atty RELATIVITY FASHION: Wants Until April 25 to Remove Civil Actions RELATIVITY MEDIA: CIT Bank Objects to Plan of Reorganization RETROPHIN INC: BlackRock Reports 6.4% Stake as of Dec. 31 RETROPHIN INC: Prudential Reports 6.6% Stake as of Dec. 31 ROCKWELL MEDICAL: BlackRock Holds 5.5% Stake as of Dec. 31 SABINE OIL: Panel Extends Scope of Porter Hedges Employment SEQUENOM INC: Amends Bylaws to Add Forum Selection Provision SEQUENOM INC: To Amend Director Removal Provision in Bylaws SHILOH INDUSTRIES: S&P Lowers CCR to 'B+' Then Withdraws Rating SOUTHERN REGIONAL: Speedy Hearing on Sale-Related Issues Sought SPANISH BROADCASTING: Moody's Cuts Corporate Family Rating to Caa2 STONEWALL GAS: S&P Affirms 'B-' CCR, Outlook Stable TEXAS CORPORATE RESOURCE: Case Summary & Top Unsecured Creditor TRANS-LUX CORP: Bard Associates Reports 6% Stake as of Dec. 31 TREEHOUSE FOODS: S&P Assigns 'BB' Rating on Proposed $775MM Notes UMEWORLD LIMITED: Incurs $1.37 Million Net Loss in Fiscal 2015 VIGGLE INC: Amends Employment Agreement with EVP Mitchell Nelson VIGGLE INC: Cancels Circle Shared Services Agreement VIGGLE INC: Changes Name to "DraftDay Fantasy Sports, Inc." VIGGLE INC: Five Directors Elected to Board VIGGLE INC: Terminates SFX Shared Services Agreement VIRTUAL PIGGY: Extends Warrants Expiration to 2017 VIZIENT INC: Moody's Assigns B2 Corporate Family Rating WAFERGEN BIO-SYSTEMS: Reports 50% Growth in Q4 Revenues WALTER ENERGY: Hahn Loeser, Wallace Jordan Represent 2 Creditors WALTER ENERGY: Wants KMPG to Prepare Federal State Tax Returns WOOD RESOURCE: Voluntary Chapter 11 Case Summary WORLDWIDE TRANSPORTATION: Files for Chapter 11 Bankr. Protection ZLOOP INC: Has Until March 6 to File Ch. 11 Plan [*] Dorsey & Whitney Bags Two M&A Advisor Turnaround Awards [*] Fitch Says Repricing of Risk Evident in 2015 for Finance Market [*] Moody's Reviews Energy Cos. in EMEA Region for Downgrade [*] Moody's Takes Rating Actions on Five US Mortgage Insurers [^] BOND PRICING: For the Week from January 25 to 29, 2016 ********* 11 EAST 36TH: Third-Party Suit Against DIP Lender Dismissed ----------------------------------------------------------- Third party defendant 11 East 36th 1 LLC (or the "DIP Lender") filed a motion seeking to dismiss the Third Party Complaint filed by third party plaintiffs 11 East 36th Note Buyer LLC and Griffon V LLC. The Third Party Plaintiffs assert a single claim against the DIP Lender for common law indemnity and contribution relating to Postpetition Financing that 11 East 36th LLC and Morgan Lofts LLC obtained from the DIP Lender and used, in part, to satisfy the claims of the Third Party Plaintiffs. Specifically, they contend that when, in connection with that financing, the DIP Lender accepted an assignment of the Third Party Plaintiffs' debt and security instruments, by operation of law, the DIP Lender became a co-obligor with them as to the claims asserted in this adversary proceeding. The Third Party Plaintiffs therefore seek contribution or indemnification from the DIP Lender to the extent they are ultimately held liable in this proceeding. In the Motion, the DIP Lender submits that the exculpation provision in the Financing Order bars the Third Party Plaintiffs' claims against it as a matter of law. Alternatively, the DIP Lender argues that allowing the Third Party Plaintiffs to seek indemnity and contribution from it would "elevate form over substance" as the Postpetition Financing was "in essence" a new loan to the Debtors, not an assignment of the Third Party Plaintiffs' claims to the DIP Lender. Although the DIP Lender in fact took the Third Party Plaintiffs' debt instruments by assignment, it contends that it did so only as an accommodation to the Debtors who were seeking to reduce the mortgage recording taxes due on the transaction and that it did not assume any of the Third Party Plaintiffs' liabilities. In either case, the DIP Lender argues that the Third Party Complaint should be dismissed as it fails to state a claim upon which relief can be granted. In a Memorandum Decision dated January 12, 2016, which is available at http://is.gd/Z9igq9from Leagle.com, Judge James L. Garritty, Jr., of the United States Bankruptcy Court for the Southern District of New York granted the motion to dismiss the Third Party Complaint as the exculpation clause in Paragraph 23 of the Financing Order bars the assertion of claims against the DIP Lender. According to Judge Garrity, under the doctrine of res judicata, the Third Party Plaintiffs have failed to state a claim against the DIP Lender and the Third Party Complaint must be dismissed in its entirety. The case is In re: 11 EAST 36TH LLC, et al., Chapter 11, Debtors. 11 EAST 36TH LLC, Plaintiff, v. FIRST CENTRAL SAVINGS BANK, 11 EAST 36TH NOTE BUYER LLC, AND GRIFFON V LLC, Defendants. 11 EAST 36TH NOTE BUYER LLC AND GRIFFON V LLC, Third Party Plaintiffs, v. 11 EAST 36TH 1 LLC, Third Party Defendant, Case No. 13-11506 (JLG), Adversary No. 14-01819 (JLG). KRISS & FEUERSTEIN LLP Jerold C. Feuerstein, Esq. -- jfeuerstein@kandfllp.com, Greg A. Friedman, Esq. -- gfriedman@kandfllp.com, New York, New York, Attorneys for 11 East 36th 1 LLC. WOODS OVIATT GILMAN LLP, William F. Savino, Esq. -- Wsavino@woodsoviatt.com, Bernard Schenkler, Esq., Buffalo, New York, Attorneys for 11 East 36th Note Buyer LLC and Griffon V LLC and BACKENROTH FRANKEL & KRINSKY LLP, Mark A. Frankel, Esq. -- mfrankel@bfklaw.com, New York, New York, Attorneys for 11 East 36th Note Buyer LLC and Griffon V LLC. About East 36th LLC 11 East 36th LLC and Morgan Lofts LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 13-11506 and 13-11507) on May 8, 2013. Judge James M. Peck was assigned to oversee both cases. Anthony J. Gallo, Esq., at AJ Gallo Associates, P.C., served as counsel to the Debtors. In its petition, 11 East 36th LLC estimated $0 to $50,000 in assets and $10 million to $50 million in liabilities. The petitions were signed by Ben Bobker, managing member. ADAMIS PHARMACEUTICALS: OKs Increase in Executives' Base Salaries ----------------------------------------------------------------- The Compensation Committee of the Board of Directors of Adamis Pharmaceuticals Corporation approved an increase in the annual base salaries of its officers in amounts ranging from 3% to 15% of such officer's previous base salary, effective as of Jan. 1, 2016. In addition, upon the recommendation of the Compensation Committee, the Board approved cash bonus payments under the Company's 2015 Bonus Plan for 2015 as follows: Dr. Carlo, $137,500; Mr. Marguglio, $60,000; Mr. Hopkins, $39,000; Ms. Daniels, $39,000; and Dr. Moll, $39,000. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Mayer Hoffman McCann, P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the transition period ended Dec. 31, 2014, citing that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. Adamis reported a net loss of $8.15 million for the year ended March 31, 2014, as compared with a net loss of $7.19 million for the year ended March 31, 2013. Bankruptcy Warning "Our management intends to attempt to secure additional required funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any required additional funding. If we are unsuccessful in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures and delay development or commercialization of some or all of our products. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us," the Company states in its quarterly report for the period ended Sept. 30, 2015. ALLIANCE ONE: Principal Accounting Officer Resigns -------------------------------------------------- Nichlas A. Fink, vice president-controller (principal accounting officer) and chief compliance officer of Alliance One International, Inc. informed the Company of his resignation, to be effective on Feb. 5, 2016, to permit him to accept a position with a company in an unrelated industry. The Company has appointed Todd B. Compton as vice president-controller (principal accounting officer) upon the effectiveness of Mr. Fink's resignation. Ms. Compton, age 55, currently serves as the Company's assistant controller, a position she has held since August 2008. Ms. Compton has been an employee in the Company's finance group since November 1997. She began her career with McGladrey LLP, now known as RSM US LLP, and is a certified public accountant. Effective upon Ms. Compton becoming vice president-controller, her annual salary will be increased by $48,600 and she will be eligible to participate in the Company's equity compensation program. About Alliance One Alliance One International is a leading global independent leaf merchant. Visit the Company's Web site at http://www.aointl.com/ Alliance One reported a net loss of $15.6 million on $2.10 billion of sales and other operating revenues for the year ended March 31, 2015, compared to a net loss of $87 million on $2.3 billion of sales and other operating revenues for the year ended March 31, 2014. * * * As reported by the TCR on Feb. 12, 2015, Moody's Investor Service downgraded the Corporate Family Rating of Alliance One International, Inc. (AOI) to Caa1 from B3. The downgrade of AOI's CFR to Caa1 reflects Moody's expectation that credit metrics will remain weak over the next 12 - 18 months. The TCR reported on April 13, 2015, that Standard & Poor's Ratings Services lowered its corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'. ALLY FINANCIAL: BlackRock Reports 9.8% Stake as of Dec. 31 ---------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 47,057,438 shares of common stock of Ally Financial Inc. representing 9.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/hkCD7p About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. As of Sept. 30, 2015, the Company had $156 billion in total assets, $142 billion in total liabilities, and $14.6 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALVION PROPERTIES: Disbursing Agent Hires Desai Eggman as Counsel ----------------------------------------------------------------- Robert E. Eggman, the disbursing agent of Alvion Properties, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Illinois to employ Desai Eggmann Mason LLC as counsel to the disbursing agent. To perform his duties, the Disbursing Agent requires assistance of legal counsel for numerous matters, including but not limited to: (a) providing disbursing agent with legal advice with respect to its powers and duties as the disbursing agent in this proceeding; (b) preparing on behalf of the disbursing agent necessary applications, notices, orders, and other legal papers; and (c) assisting the disbursing agent in the distribution of the proceeds to creditors pursuant to a confirmed Chapter 11 Plan or Order to Disburse on the approval of the sale of assets. Desai Eggmann will be paid at these hourly rates: Robert E. Eggmann $360 Senior Level Attorneys $360 Legal Assistants $170 Desai Eggmann will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert E. Eggman, member of Desai Eggman, 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. Desai Eggman can be reached at: Robert E. Eggmann, Esq. DESAI EGGMANN MASON LLC 7733 Forsyth Boulevard, Suite 800 St. Louis, MO 63105 Tel: (314) 881-0800 Fax: (314) 881-0820 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 Taps Kingett Warrant as Tax Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Alvion Properties, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Illinois to retain Kingett Warren, PC as special tax counsel for the Committee, effective Nov. 19, 2015. The Committee requires Kingett Warren to analyze tax implications relating to the Debtor's proposed sale of assets. Kingett Warren will be paid at $395 per hour. Ronald Warren, attorney at Kingett Warren, 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. Kingett Warren can be reached at: Ronald M. Warren, Esq. KINGETT WARREN, PC Berlin Business Park 140 Bradford Drive West Berlin, NJ 08091 Tel: (856) 375-5800 Fax: (856) 374-5333 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. AMERICAN CHARTER: Fitch Affirms 'BB' Rating on Series 2007A Bonds ----------------------------------------------------------------- Fitch Ratings affirms the 'BB' rating on approximately $72.6 million series 2007A bonds issued by the Pima County Industrial Development Authority, Arizona (PCIDA). The bonds were issued on behalf of the American Charter Schools Foundation (ACSF). The Rating Outlook is Stable. SECURITY The bonds are secured by a joint and several pledge of the revenues of 10 ACSF schools in Arizona (collectively, the bond schools), which primarily consists of state aid based on enrollment. The bonds are additionally secured by a debt service reserve (DSR). The schools also make annual renewal and replacement deposits. Charter payments from the state are made directly to the bond trustee. KEY RATING DRIVERS WEAK FINANCIAL PROFILE: The rating reflects a history of near break-even GAAP operations (fiscal 2015 margins were 2.2%), a very limited financial cushion, a high debt burden and adequate, albeit limited, coverage of transaction maximum annual debt service (TMADS). ACSF's financial profile has characteristics consistent with a speculative grade rating. ENROLLMENT ISSUES PERSIST: Aggregate enrollment at the 10 schools leveled out, falling 0.7% in fall 2015 (fiscal 2016), much less than the 12% decline in fall 2014 (fiscal 2015). Enrollment volatility is uneven among the 10 schools and the recent declines are a credit concern. However, the charter management organization (CMO) has a track-record of managing effectively through enrollment fluctuations, and fiscal 2015 operations were positive even with a large enrollment decline. STRUCTURAL BONDHOLDER PROVISIONS: Legal and structural security measures include a trustee intercept of state aid. This provides for payment of debt service before any pro-rata distribution of revenues to the schools, and contractual subordination of the CMO fee. RATING SENSITIVITIES MARGIN DETERIORATION: Should American Charter School Foundation's operating margin deteriorate, causing transactional maximum annual debt service coverage for the 10 bond schools to fall below 1x, or further weakening of already slim balance sheet resources, negative rating action is likely. ENROLLMENT AND RENEWAL PRESSURES: Failure to stabilize enrollment would negatively pressure the rating. Additionally, Fitch will monitor charter renewals for the 10 schools, all of which expire in 2017 or 2018. STANDARD SECTOR CONCERNS: A limited financial cushion, substantial reliance on enrollment-driven, per-pupil funding and charter renewal risk are credit concerns common among all charter school transactions which, if pressured, could have a negative impact on the rating. CREDIT PROFILE ACSF is composed of 10 high schools, nine of which operate in the Phoenix, AZ metropolitan area. A tenth school operates in Tucson. Enrollment in fall 2015 was 3,772, down 0.7% from fall 2014, reflecting some stabilization from fall 2014 (enrollment of 3,800, down 12% from the year before). All of the 10 bond schools are alternative schools except for South Ridge High School. The schools maintain independent charters from the Arizona State Board of Charter Schools (ASBCS). Each charter has a 15-year term (which is standard in Arizona) and expires in 2017 or 2018. The schools currently remain in good standing under their charters, and ASBCS reports a positive working relationship with the operator. Seven of the schools' charters are up for renewal in 2017; the remaining three in 2018. The ACSF bond schools each have management agreements with the Leona Group, one of the larger CMOs in Arizona. At this time, Leona manages 58 charter schools nationwide, including 25 in Arizona, including the 10 bond schools. Leona maintains dual headquarters in Arizona and Michigan. ENROLLMENT STRESSES OPERATIONS Fall enrollment fell 0.7% in fall 2015, less than the 12% decline in fall 2014. The prior two academic years saw enrollment increase modestly. Fitch views enrollment volatility negatively, but notes that fiscal 2015 operations were positive even with the large fall 2014 enrollment dip. The CMO has a track-record of managing operations through enrollment volatility. Management reports continued focus on growing enrollment, and notes that most of the schools have available physical capacity. Enrollment volatility over time is reflected in the 'BB' rating. SLIM OPERATING PERFORMANCE The 'BB' rating reflects a financial profile that Fitch considers consistent with a non-investment-grade rating. ACSF's GAAP operating margin varies year to year. Margins were 2.2% for the fiscal year ending June 30, 2015, which compares to 4.1% in fiscal 2014, and negative 1.1% in fiscal 2013. Management projects fiscal 2016 operating results to be somewhat slimmer than fiscal 2015, but still balanced. The ACFS bond schools, as a group, have generated slim but positive TMADS coverage in each of the last six years. Fitch defines TMADS as maximum annual debt service excluding a balloon payment in the last maturity (typically funded from the DSR). TMADS coverage was 1.3x for fiscal 2015, compared to 1.4x for fiscal 2014, and 1.1x in 2013. The annual debt service coverage requirement is 1x; a higher coverage level is required for issuance of additional bonds. LIMITED BALANCE SHEET In addition to slim operating results, ACFS has a weak balance sheet; both factors limit operating flexibility. Available funds, defined as cash and investments not permanently restricted, was $2.1 million at the end of fiscal 2015, improved from $1.5 million in 2014 and $994,000 in 2013. Fiscal 2015 available funds still represented a very slim 6.9% of operating expenses ($30.5 million) and 2.9% of outstanding debt (about $73 million). HIGH DEBT BURDEN ACSF has a high debt burden, which is typical of the sector. TMADS of $5.6 million (in 2038) represented 17.9% of fiscal 2015 operating revenues, comparable to recent years. No additional debt is planned for the ACSF bond schools at this time. ACADEMIC PERFORMANCE All Arizona schools, including charter schools, transitioned to Common Core (CC) academic standards and testing in the 2014/2015 academic year. This transition means that 2014/2015 academic test results are not comparable to those of prior years, and the state is still developing a rating scale for Arizona schools. For the 2013/2014 academic year, seven of the schools met the ASBCS dashboard expectations, and three did not. The academic performance of the 10 schools varied widely; two received the highest 'A' designation, four received a 'B', and four received a 'C'. During the 2012/2013 academic year, all 10 schools met the state's academic expectations. For the 2014/2015 academic year, test results are expected to be posted publicly, but school letter grades will not be assigned. Fitch understands that 2014/2015 test results will not drive the authorizer renewal process. Seven of the 10 ACSF bond schools have charter expirations in 2017, and for five of those schools renewal is not expected to be an issue due to meeting ASBCS dashboard requirements in 2013/2014. For the other two 2017 renewal schools, ACSF reports that they have provided academic progress data to ASBCS. Given the timing of ASCSF charter renewals, the lack of comparable academic results, and the importance of academic performance historically in that process, there is uncertainty in the 2017 renewal process. ATKINSON INVESTMENT: Case Summary & 4 Top Unsecured Creditors ------------------------------------------------------------- Debtor: Atkinson Investment Holding, Inc. 3053 Sunset Lakes Blvd. Land O Lakes, FL 34638 Case No.: 16-00711 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: David W Steen, Esq. DAVID W STEEN, P.A. 2901 W. Busch Boulevard, Suite 311 Tampa, FL 33618 Tel: (813) 251-3000 Fax: (813) 251-3100 Email: dwsteen@dsteenpa.com Total Assets: $2.50 million Total Liabilities: $2.16 million The petition was signed by Ann-Margret Arbet, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-00711.pdf ATLANTIC CITY, NJ: S&P Lowers Rating on GO Debt to 'CCC-' --------------------------------------------------------- Standard & Poor's Ratings Services has lowered its rating on Atlantic City, N.J.'s general obligation (GO) debt four notches to 'CCC-' from 'B' and placed the rating on CreditWatch Developing. "The 'CCC-' rating reflects our opinion that a default, distressed exchange, or redemption appears to be inevitable within six months, absent unanticipated significantly favorable changes in the issuer's circumstances," said Standard & Poor's credit analyst Timothy Little. "The city is currently vulnerable to non-payment on its obligations and we believe it is likely to default without an unforeseen positive development." The city faces a near-term liquidity crisis of potentially negative cash flow around April 1 if extraordinary state action is not taken to prevent a missed payment. The city's financial commitments appear, in our opinion, to be unsustainable in the long term. The CreditWatch Developing reflects our opinion that there has been a material change in the city's performance, but the magnitude of the rating effect has not been fully determined, and our belief that a rating change is likely in the short term. Factors contributing to S&P's view of a material change in the performance of the city include: (i) the governor's veto of various aid bills for the city, (ii) an updated report from the Emergency Manager regarding the long-term financial recovery of the city, and (iii) pending litigation regarding outstanding unfunded liabilities (principally tax appeals) that may pressure the city's liquidity and ability to meet payments on its bonded indebtedness. "The CreditWatch Developing reflects the unusual circumstances surrounding the city's current fiscal conditions," said Mr. Little, "in particular, that the use of funds approved in the city's budget for the payment of debt service by the state Department of Community Affairs was vetoed by the governor." The rating reflects a potential near-term liquidity crisis that, if remedied, could lead S&P to raise its rating if S&P no longer considers a payment default inevitable within the six-month period absent unanticipated significantly favorable changes. The full faith, credit, and taxing power of the city is available for the payment of principal and interest on its GO debt. The bonds are payable from ad valorem taxes levied on all taxable real property in the city without limitation as to rate or amount. "The CreditWatch Developing status reflects the governor's veto of the city's aid package and the potential for a near-term liquidity crisis without unanticipated significantly favorable changes in the city's circumstances," added Mr. Little, "which could lead to further downward rating action." However, S&P also considers that given the state's strong history of oversight and intervention regarding its distressed municipalities there is potential for state action to prevent the impending liquidity crisis, which could lead to a higher rating. Within the next 90-days, the city may default on its obligations if it doesn't receive extraordinary support. If the city can achieve interim financing, prevent a near-term liquidity crisis, and S&P's opinion of its liquidity and financial position improves so that S&P no longer considers a payment default inevitable within six months, absent unanticipated significantly favorable changes, S&P may raise its rating. However, should the city indicate it will likely miss a payment on its indebtedness, file a bankruptcy petition indicating a missed payment or similar action, intend to undertake an exchange offer or similar restructuring that S&P classifies as distressed, or a default of an issue to be a virtual certainty; S&P may revise its rating, potentially into the 'CC' category and view payment on its obligations as highly vulnerable. ATLANTIC CITY, NJ: S&P Lowers Underlying Rating on GO Bonds to BB- ------------------------------------------------------------------ Standard & Poor's Ratings Services has lowered its underlying rating on Atlantic City Board of Education, N.J.'s existing general obligation (GO) bonds to 'BB-' from 'BBB-'. At the same time, S&P removed the rating from CreditWatch negative. The outlook is negative. At the same time, S&P affirmed its 'A' school program rating. The outlook on the program rating is stable. "The resolution of the CreditWatch negative by lowering the underlying rating on the district to 'BB-' reflects our opinion of its exposure to adverse economic and financial conditions and ongoing uncertainties, leaving it vulnerable to unanticipated deterioration of its financial position and liquidity," said Standard & Poor's credit analyst Danielle Leonardis. "The negative outlook reflects our opinion that the district may face near-term liquidity pressures and a significant negative reserve position in fiscal 2017 resulting from a structural imbalance due to reductions in local revenue sources from an eroding tax base and ongoing stress from Atlantic City, which is responsible for levying and remitting property taxes to the district." The 'A' long-term rating reflects S&P's view of the district's participation in the New Jersey Fund for the Support of Free Public Schools. The long-term rating continues to reflect the creditworthiness of the program rating. The bonds are secured by the district's full-faith-and-GO credit pledge and further secured by the district's participation in the New Jersey Fund for the Free Public School Program. The full faith, credit, and taxing power of the district is available for the payment of principal and interest on its GO debt. The bonds are payable from ad valorem taxes levied on all taxable real property in the district without limitation as to rate or amount. The district continues to face revenue uncertainty, and despite efforts to right-size the budget and achieve structural balance, pressures and uncertainty remain. Some of the district's efforts have included the appointment of a state monitor in February 2015, by the Department of Education and the hiring of a full-time business administrator. However, the district relies on Atlantic City for roughly 75% of its general fund revenues. Because of the city's current liquidity concerns, tax remittances have been delayed 30 to 45 days. If the city's liquidity continues to deteriorate, it will likely pressure the school district. The negative outlook reflects S&P's opinion that that the rating may be further lowered as a result of the ongoing economic and financial uncertainties the district is facing. These uncertainties include the potential for further delay or reduction of city payments to the district, which the district budget may not be able to absorb; uncertainty regarding a property tax increase, which is partially associated with the inability to present a structurally balanced budget; and a lack of clarity regarding any further actions at the state level for support. If the district's liquidity is further compromised as a result of these uncertainties or reserves significantly deteriorate, S&P might lower the rating further. S&P could revise the outlook to stable if the district's financial position stabilizes, liquidity concerns are sufficiently addressed, and the district maintains a positive reserve position. BEAZER HOMES: Invesco Ltd. Reports 3.9% Stake as of Dec. 31 ----------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Invesco Ltd. disclosed that as of Dec. 31, 2015, it beneficially owns 1,296,706 shares of common stock of Beazer Homes USA Inc. representing 3.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/qCRAf1 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. BENZIE LEASING: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Benzie Leasing, LLC dba Xpress Lube of Benzonia dba Bay Auto Wash dba Benzie Wash 2840 Benzie Hwy Benzonia, MI 49616 Case No.: 16-00348 Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Hon. James W. Boyd Debtor's Counsel: Michael P. Corcoran, Esq. CORCORAN LAW OFFICE 617 West Front Street Traverse City, MI 49684 Tel: (231) 929-7000 Email: 2corm@charter.net Total Assets: $817,220 Total Liabilities: $1.27 million The petition was signed by David A. Wolfe, sole member and manager. A list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/miwb16-00348.pdf BILL MICHAEL INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Bill Michael, Inc. dba Catfish Cove 11112 Katie Beth Lane Oklahoma City, OK 73170 Case No.: 16-10236 Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Hon. Sarah A. Hall Debtor's Counsel: Clifton O. Gooding, Esq. THE GOODING LAW FIRM, P.C. 650 City Place Building 204 N Robinson Avenue Oklahoma City, OK 73102 Tel: (405) 948-1978 Fax: 405.948.0864 Email: cgooding@goodingfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Bill Michael, owner/president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/okwb16-10236.pdf BIOMED REALTY: Moody's Lowers Unsecured Debt Ratings to Ba1 ----------------------------------------------------------- Moody's Investors Service downgraded the unsecured debt ratings of BioMed Realty Trust, Inc. to Ba1 from Baa2. This action concludes the review that began on October 12, 2015. The rating outlook is negative since the likelihood of additional leverage, particularly secured leverage, as well as the deterioration of other credit metrics is high. The following ratings were downgraded with a negative outlook: BioMed Realty Trust, Inc. -- Issuer rating to Ba1, from Baa2; senior unsecured debt shelf to (P)Ba1, from (P)Baa2; subordinate debt shelf to (P)Ba2, from (P)Baa3; preferred stock shelf to (P)Ba2, from (P)Baa3. BioMed Realty, L.P. -- Senior unsecured debt to Ba1, from Baa2; senior unsecured debt shelf to (P)Ba1, from (P)Baa2; subordinate debt shelf to (P)Ba2, from (P)Baa3. RATINGS RATIONALE On January 21, 2016, shareholders of BioMed approved the acquisition of BioMed Realty Trust, Inc. by affiliates of Blackstone Real Estate Partners VIII L.P. ("Blackstone"). On January 27, 2016, BioMed announced the completion of the acquisition. The downgrade to Ba1 reflects Moody's estimate of secured leverage and encumbered assets, which are expected to significantly increase upon consummation of the merger. In connection with the transaction closing, BioMed Realty, L.P. provided a notice of redemption for all outstanding senior unsecured notes. In connection with the redemption of the senior notes due in 2016, 2019, 2020 and 2022, BioMed has irrevocably deposited with the U.S. Bank National Association, the trustee under the indentures, cash in an amount sufficient to pay the redemption price payable for all outstanding senior notes (including accrued and unpaid interest) and all other sums payable by BioMed under the applicable indenture. The redemptions will occur as follows: the 3.85% senior notes due 2016 will be redeemed on March 16, 2016; the 2.625% senior notes due 2019 will be redeemed on February 11, 2016; and the 6.125% senior notes due 2020 and 4.25% senior notes due 2022 will both be redeemed on February 26, 2016. Moody's last rating action with respect to BioMed was on October 12, 2015 when its ratings were placed on review for downgrade. BioMed Realty Trust, Inc. is focused on delivering optimal real estate solutions for biotechnology and pharmaceutical companies, scientific research institutions, government agencies and other entities involved in the life science industry. At September 30, 2015, BioMed owned or had interests in properties comprising approximately 18.9 million rentable square feet, $6.5 billion in total assets and $3 billion in total equity. BOOMERANG TUBE: Court Confirms Second Amended Ch. 11 Plan --------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware on Jan. 27, 2016, issued a findings of fact, conclusions of law, and order confirming Boomerang Tube, LLC, et al.'s Second Amended Joint Chapter 11 Plan, after a majority of holders of claims entitled to vote on the Plan voted to accept the Plan. In a declaration filed by Jung W. Song, the managing director at Donlin, Recano & Company, Inc., he said 100% of holders of Classes 3A, 3B, 3C, 4A, 4B, 4C, and 6B claims voted to accept the Plan. added that 94.6% of holders of Class 6A claims and 87.5% of holders of Class 6C claims voted to accept the Plan. A full-text copy of Mr. Jung's Declaration is available at http://bankrupt.com/misc/BTtabreport.pdf The Second Amended Plan retains many of the other benefits to the Debtors and their estates that were set forth in the Prior Plan, including reducing the Debtors' funded debt obligations by converting approximately $214 million in outstanding principal of Term Loan Facility obligations into (i) 100% of the New Holdco Common Stock (subject to dilution for (x) issuances of equity under a management incentive plan not to exceed 5% of the total outstanding equity of New Holdco, and (y) by the Exit Term Facility Closing Fee) and (ii) $55 million of subordinated secured notes issued by New Opco. The Plan will be financed with the proceeds of the committed Exit Term Facility, which will be used to pay off the obligations under the DIP Term Facility, fund expenses under the Plan, and provide additional working capital to the Reorganized Debtors. The Debtors may also elect to enter into the Exit ABL Facility, which would be used to pay off the obligations under the DIP ABL Facility and provide additional working capital to the Reorganized Debtors. Holders of General Unsecured Claims are estimated to recover 4% to 6% of their total allowed claims. Prior to the confirmation hearing, the Debtors filed amended or supplemental exhibits to the Plan Supplement. Included in the amendment is the Commitment Letter for the Exit Term Facility, which was modified so that the maturity date for the Exit Term Facility was reduced from the fifty-seven (57) month anniversary of the Exit Term Facility to the three (3) year anniversary of the Exit Term Facility. Judge Walrath, on Dec. 29, 2015, issued an order approving the Disclosure Statement explaining the Debtors' Plan on a preliminary basis. The preliminary order gave SB Boomerang Tubular, LLC, until Jan. 8 to make any election under Section 1111(6) of the Bankruptcy Code. A full-text copy of Judge Walrath's Confirmation Order is available at http://bankrupt.com/misc/BTplanord0127.pdf About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. BOOMERANG TUBE: Exclusive Solicitation Period Extended to June 2 ---------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended the period by which Boomerang Tube, LLC, et al., have exclusive authority to file a plan through and including April 4, 2016, and the period by which the Debtors have exclusive authority to solicit acceptances of the plan through and including June 2, 2016. Judge Walrath, on Jan. 27, 2016, confirmed the Debtors' Joint Chapter 11 Plan. About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. CHAMPION INDUSTRIES: Incurs $1.19 Million Net Loss in Fiscal 2015 ----------------------------------------------------------------- Champion Industries, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.19 million on $61.28 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $1.13 million on $63.52 million of total revenues for the year ended Oct. 31, 2014. As of Oct. 31, 2015, the Company had $22.92 million in total assets, $20.91 million in total liabilities and $2.01 million in total shareholders' equity. As of Oct. 31, 2015, the Company had a $0.5 million book cash balance. Working capital as of Oct. 31, 2015, was $1.8 million. The working capital includes $2.5 million of debt to a shareholder that the Company intends to convert to Preferred Stock upon approval by shareholders at its Annual Meeting of Shareholders expected to be held March 21, 2016. Assuming this action is approved, the Company's working capital at Oct. 31, 2015, would be $4.3 million. A full-text copy of the Form 10-K is available for free at: http://is.gd/pOqboa 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. CHENIERE ENERGY: S&P Affirms 'BB' CCR, Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on Cheniere Energy Partners L.P. (CQP) on Jan. 26, 2016, following its assessment of the potential credit implications of CQP's plan to obtain a $2.8 billion senior secured credit facility and use most of the capacity to repay a similar amount of debt at two of its subsidiaries. The outlook is stable. CQP plans to repay $400 million in senior secured term loan B debt at its Creole Trail pipeline subsidiary soon after arranging the facility and about $2.1 billion in senior secured notes at regasification project Sabine Pass LNG (SPLNG) later in 2016. The plan does not result in any change to S&P's assessment of CQP's business risk profile as fair or S&P's assessment of the company's financial risk profile as intermediate. S&P continues to add more weight in its financial analysis to years 2018 to 2020 because the Sabine Pass Liquefaction project is not expected to make distributions until 2020 since construction won't be complete until late 2019. "The decision to raise debt at the CQP level differs from our expectations based on previous conversations with CQP owners that debt would remain at the project level, but we consider the debt reduction at the subsidiary level as a mitigant to the higher amount of corporate level debt," said Standard & Poor's credit analyst Terry Pratt. This seems a first step to establish a long-term capital structure for CQP and its part owner and general partner, Cheniere Energy Inc. (CEI) CQP's interests are CEI, a unit of Blackstone, and the public. S&P continues to apply a negative financial policy assessment to the company, reflecting the potential for higher financial risk profile in the future. Although CEI is the general partner of CQP, is does not control CQP based on the management agreement with Blackstone. The stable outlook reflects the stable cash flow from SPLNG and the construction progress at SPLIQ that will likely remain within S&P's schedule and budget expectations. An upgrade would require an improvement in the business risk profile or material deleveraging--both of which S&P thinks unlikely at this time. Factors that could lead to a downgrade would be S&P's assessment of the financial risk profile falling to significant from intermediate. This would generally require S&P's expectation that EBITDA would decline materially from its expectations in 2020 which is unlikely. CHINA GINSENG: Guoqin Yin Quits as Chairman and CEO --------------------------------------------------- Mr. Guoqin Yin tendered his resignation to China Ginseng Holdings, Inc. as the Company's chairman, director and chief executive officer. Mr. Yin's resignation did not result from any disagreement regarding any matter related to the Company's operations, policies or practices. The Company's Board of Directors accepted Mr. Yin's resignation and simultaneously appointed Mr. Long He as its chairman, director and chief executive officer. Mr. He has extensive experience in green and organic agriculture and food & restaurant industry. Mr. He is an owner of a green organic agricultural entity, Fujing Lifeng Rice Cooperatives, which was incorporated in 2009 and operates under a cooperation agreement with Suibin County Government of Heilongjian Province in China and an owner of a restaurant, LongHe Grill, opened in 2004 in Jiamusi City, Heilongjian Province which later became a chain restaurant in China in 2007. Mr. He graduated from Shijiazhuang Huabei Medical College in 2000 with an associate degree and major in clinical care. The Company is currently negotiating the terms of Mr. He's employment agreement, and will file a copy of the agreement when it becomes available. About China Ginseng Changchun City, China-based China Ginseng Holdings, Inc., conducts business through its four wholly-owned subsidiaries located in China. The Company has been granted 20-year land use rights to 3,705 acres of lands by the Chinese government for ginseng planting and it controls, through lease, approximately 750 acres of grape vineyards. However, recent harvests of grapes showed poor quality for wine production which indicates that the vineyards are no longer suitable for planting grapes for wine production. Therefore, the Company has decided not to renew its lease for the vineyards with the Chinese government upon expiration in 2013 and, going forward, it intends to purchase grapes from the open market in order to produce grape juice and wine. China Ginseng reported a net loss of $3.90 million on $272,600 of revenue for the year ended June 30, 2015, compared with a net loss of $4.76 million on $2.61 million of revenue for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $8.58 million in total assets, $19.09 million in total liabilities and a total stockholders' deficit of $10.5 million. Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company had net losses of $3.90 million and $4.76 million for the years ended June 30, 2015 and 2014, respectively, an accumulated deficit of $18.1 million at June 30, 2015 and a working capital deficit of $16.5 million at June 30, 2015, and there are existing uncertain conditions the Company faces relative to its ability to obtain working capital and operate successfully. These conditions raise substantial doubt about its ability to continue as a going concern. CINCINNATI BELL: S&P Affirms 'B' CCR; Outlook Remains Stable ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating, and all other ratings, on Ohio-based telecom company Cincinnati Bell Inc. The outlook remains stable. "We have revised Cincinnati Bell's financial risk profile upward to aggressive from highly leveraged based on our expectation that the ratio of lease- and pension-adjusted debt to EBITDA will be in the mid-to-high 4x area over the next 12 to 18 months," said Standard & Poor's credit analyst William Savage. Over the course of 2015, the company has reduced its stake in CyrusOne and used the proceeds to repay debt, offsetting modest EBITDA declines and reducing leverage below 5x, S&P's threshold for a highly leveraged financial risk profile. The outlook is stable. S&P expects that liquidity will remain adequate despite negative FOCF through at least 2016. In addition, we expect lease- and pension-adjusted leverage will be below 5x in the near term, with the possibility that leverage could decline further over the next 12 months with the sale of the company's remaining 9.5% stake in CyrusOne. S&P views a downgrade as unlikely over the next 12 months. S&P could lower the rating in the longer term if fully adjusted leverage (net of S&P's valuation for any remaining stake in CyrusOne) rises above 5x on a sustained basis or if FOCF is negative for an extended period as a result of EBITDA declines, in conjunction with increased capital spending related to fiber investments. Although unlikely, S&P believes that such a scenario would be the result of a reversal of revenue trends in the wireline segment. S&P do not believe an upgrade is likely in the near term, but could occur if the company reduces adjusted leverage to the low 4x area or below on a sustained basis, in conjunction with relatively stable wireline revenue and profitability as well as a path toward positive FOCF. CLIFFS NATURAL: George Connell Reports 9.3% Stake as of Dec. 31 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, George W. Connell disclosed that as of Dec. 31, 2015, it beneficially owns 14,300,000 shares of common stock of Cliffs Natural Resources, Inc. representing 9.32 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/9Z3WDR About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. The Company reported a net loss of $8.31 billion in 2014 following net income of $362 million in 2013. As of Sept. 30, 2015, the Company had $2.27 billion in total assets, $4.03 billion in total liabilities and a $1.75 billion total deficit. * * * As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'BB-'. The downgrade of Cleveland-based Cliffs Natural Resources is driven by a revision of the company's financial risk profile to "highly leveraged" from "aggressive" as a result of S&P's lowered iron ore price assumptions. The 24% cut to $65 per metric ton marked the third downward revision since early 2014, when S&P's forecast prices were more than $100 per metric ton. The TCR reported on Jan. 8, 2016, that Moody's Investors Service downgrade Cliffs Natural Resources Inc. Corporate Family Rating and Probability of Default Rating to Caa1 and Caa1-PD from B1 and B1-PD respectively. The downgrade reflects the deterioration in the company's debt protection metrics and increase in leverage as a result of continued downward movement in iron ore prices and weak fundamentals in the US steel industry, which are resulting in lower shipment levels. CLIFFS NATURAL: S&P Lowers CCR to 'CC', Outlook Negative -------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cleveland-based iron ore producer Cliffs Natural Resources Inc. to 'CC' from 'B'. The outlook is negative. At the same time, S&P also lowered the issue-level ratings on the company's second-lien notes to 'CC' from 'BB-' and on its senior unsecured notes to 'CC' from 'B'. The issue-level rating on the first-lien debt remains unchanged at 'BB-'. The rating action reflects Cliffs' Jan. 27, 2016, announcement of a private debt exchange offer for its second-lien and senior unsecured debt. S&P is lowering the corporate credit rating and the issue-level ratings on the affected debt because S&P views the exchange to be distressed, according to its criteria. This determination is based on the company's financial condition and the significant discounts associated with the exchange offer. "The outlook on the corporate credit rating is negative, indicating that if the exchange offer proceeds, we intend to lower the corporate credit rating to 'SD' and the affected issue-level ratings to 'D'," said Standard & Poor's credit analyst Chiza Vitta. "Subsequently, we would assign a corporate credit rating and outlook that would reflect the new capital structure." COYNE INTERNATIONAL: Hires Pyramid as Broker for Remaining Assets ----------------------------------------------------------------- Coyne International Enterprises Corp. sought and obtained authority from Judge Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York to employ Pyramid Brokerage Company, as lead real estate co-broker. Pursuant to a memorandum of understanding between the Broker and the Debtor, the Broker will list for sale, at a commission rate of 7% of the purchase price, the portion of the real property assets that were that sold pursuant to several sale transactions last year. The remaining real property assets are located in Bristol, TN; Buffalo, NY; Cleveland, NY; and Syracuse, NY. The Broker will market the properties and seek to obtain contracts for the sale of each of the properties prior to the auction. The Broker will maintain comprehensive records of parties who have been shown each property, parties who register for the Auction, parties from whom offers are received, and other interested parties. If the Broker is unable to obtain a sales contract for any real property prior to the Auction, the Broker will provide the Auctioneer the list of interested parties. If a party from the list of interested parties is ultimately the successful bidder on a real property asset at the Auction, then the Broker and the Auctioneer will each receive a 2.5% commission. The Court authorizes the Broker to seek compensation of 7% of the purchase price of any sale of the Debtor's real property assets. All sale proceeds remaining after reimbursement of the Auctioneer of an amount equal to the Guarantee Price Funds and reimbursement of out-of-pocket expenses will be remitted to the Debtor and all funds will be segregated by the Debtor and subject to the security interests of Medley Opportunity Fund II, LP. John Clark, president of Pyramid, assures the Court that his 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. Mr. Clark may be reached at: John L. Clark, SIOR, CRE President – Syracuse Real Estate Broker 5786 Widewaters Pkwy, P.O. Box 3 Syracuse, NY 13214 T: +1 (315) 445-8509 M: +1 (315) 491-8509 F: +1 (315) 445-2074 Email: jclark@pyramidbrokerage.com About Coyne International Coyne International Enterprises Corp. filed a Chapter 11 Bankruptcy petition (Bankr. N.D.N.Y. Case No. 15-31160) on July 31, 2015. The petition was signed by Mark Samson as CEO. Herrick Feinstein LLP serves as the Debtor's general counsel. Phillips Lytle LLP acts as the Debtor's local bankruptcy counsel. Cohnreznick LLP is the Debtor's financial advisor. SSG Capital Advisors LLC is the Debtor's investment banker. Rust Omni serves the Debtor as claims and administrative agent. Raab, Sturm & Ganchrow, LLP acts as labor counsel to the Debtor. Harbridge Consulting Group, LLC serves as the Debtor's pension consultant. Beveridge & Diamond PC is the Debtor's environmental counsel. GZA Geoenvironmental, Inc. serves as the Debtor's environmental consultant. The Troubled Company Reporter, on Jan. 12, 2016, reported that Medley Opportunity Fund II LP sought and obtained from Judge Margaret Cangilos-Ruiz the conversion of its Chapter 11 case to a case under Chapter 7. COYNE INTERNATIONAL: Taps BidItUp to Auction Remaining Assets ------------------------------------------------------------- Coyne International Enterprises Corp. sought and obtained authority from Judge Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York to employ Industrial Assets Corp., doing business as BidItUp Auctions, Worldwide, Inc., and its joint venture partner, Maynard's Industries, as auctioneer and non-exclusive real estate co-broker. After the successful auction in October, the Debtor began to develop a strategy to liquidate its remaining real and personal property assets. The Debtor approached several parties in the equipment auction industry and solicited proposals from four companies, including the Auctioneer. The Auctioneer's Guaranteed Price of $1 million is more than 25% of the highest of the offers from other parties and is substantially greater than the aggregate liquidation value of $407,236 that the Debtor attributes to the Equipment. The material terms of the engagement include: (a) The Auctioneer will guarantee the Debtor the sum of $1,000,000. The Guaranteed Price is paid upfront and is nonrefundable. The Auctioneer will pay the Debtor a deposit of 15% upon execution of an asset purchase agreement with the Auctioneer, which will be credited to the Guarantee Price. The balance of the Guarantee Price will be paid to the Debtor no later than 48 hours prior to the Auction. (b) The Auctioneer will conduct a public auction of the Equipment, free and clear of any liens, claims, interests and encumbrances, approximately 8-12 weeks following Court approval, on a date to be determined by the Debtor and the Auctioneer. The Equipment will be sold "as is, where is." The Auctioneer will be granted access to the Debtor's facilities to conduct the Auction. (c) The Auctioneer will retain the first $1,000,000 of Auction proceeds as reimbursement of the Guarantee Price and the next $150,000 of Auction proceeds to offset Auction expenses advanced by the Auctioneer. All Auction proceeds in excess of $1,150,000 will be paid to the Debtor, with the Auctioneer charging and retaining industry standard buyer's premium of 18%, which buyer's premium will be paid by the buyer directly to the Auctioneer and will not become property of the Debtor's estate. (d) The Auctioneer will market the real properties in which the Equipment is located, and maintain a list of parties that are interested in the real properties. To the extent that a party identified by the Auctioneer through its marketing efforts is the successful bidder for any real property that is sold at the Auction, the Auctioneer will be entitled to a 2.5% commission, representing a portion of the commission that would otherwise be payable to the Debtor's broker. (e) The Auctioneer will market the Equipment and real estate, the marketing to include direct mailers to over 10,000 businesses and individuals domestically and several thousand internationally, advertising in trade publications, and email marketing to over 200,000 approved and vetted email addresses. Immediately after the approval of the Debtor's request to sell its assets, the Auctioneer is authorized to pay to the Debtor any unpaid portion of the Guarantee Price of $1,000,000. The Auctioneer may be reimbursed for out-of-pocket expenses in an amount not to exceed $150,000. Venice Gamble, Director Legal & Business Development of Industrial Assets Corp., doing business as BidItUp Auctions, Worldwide, Inc. and its affilate Maynard's Industries, Inc., assures the Court that her 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. Ms. Gamble may be reached at: Venice Gamble Industrial Assets Corp. Tel: 818-508-7034 ext. 215 Email: vgamble@industrialassets.com About Coyne International Coyne International Enterprises Corp. filed a Chapter 11 Bankruptcy petition (Bankr. N.D.N.Y. Case No. 15-31160) on July 31, 2015. The petition was signed by Mark Samson as CEO. Herrick Feinstein LLP serves as the Debtor's general counsel. Phillips Lytle LLP acts as the Debtor's local bankruptcy counsel. Cohnreznick LLP is the Debtor's financial advisor. SSG Capital Advisors LLC is the Debtor's investment banker. Rust Omni serves the Debtor as claims and administrative agent. Raab, Sturm & Ganchrow, LLP acts as labor counsel to the Debtor. Harbridge Consulting Group, LLC serves as the Debtor's pension consultant. Beveridge & Diamond PC is the Debtor's environmental counsel. GZA Geoenvironmental, Inc. serves as the Debtor's environmental consultant. The Troubled Company Reporter, on Jan. 12, 2016, reported that Medley Opportunity Fund II LP sought and obtained from Judge Margaret Cangilos-Ruiz the conversion of its Chapter 11 case to a case under Chapter 7. CSI COMPRESSCO: S&P Lowers CCR to 'B-', Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured debt ratings on CSI Compresscco L.P. to 'B-' from 'B'. The outlook is stable. The recovery rating on the senior unsecured debt remains '4', indicating expectations for average (50% to 70%; upper half of the range) recovery in a payment default. "The downgrade reflects our expectation that Compressco's credit measures will weaken as natural gas producers reduce production in response to weak natural gas prices," said Standard & Poor's credit analyst Geoffrey Mrema. Standard & Poor's Ratings Services now expects natural gas prices to remain weak through at least the end of 2016. Although CSI Compressco benefits from having a large percentage of fee-based cash flows, it is still exposed to oil and gas industry capital spending, which tends to fall when commodity prices are low. In this low commodity price environment, S&P expects that producers may attempt to negotiate lower prices for services, like compression, which could put downward pressure on margins for Compressco. The combination of weak commodity prices, depressed unit prices for master limited partnerships (MLPs), and a challenging credit market will make it difficult for Compressco to fund external capital in a balanced manner to fund capital expenditures and distributions. S&P now forecasts adjusted debt to EBTIDA of 5x to 5.25x compared to its previous expectations of adjusted debt to EBTIDA of about 4.5x. The stable outlook reflects S&P's expectation that CSI Compressco will optimize its fleet to minimize declines in utilization rates and aggressively manage costs while maintaining adequate liquidity. S&P could lower the ratings if liquidity becomes constrained or if EBITDA decreases and S&P believes the capital structure could be unsustainable unless industry conditions improve. S&P could raise the ratings if the partnership can maintain debt to EBITDA below 5x and adequate liquidity, particularly during these difficult market conditions. CTI BIOPHARMA: NB Public Equity, et al., Report 5.5% Stake ---------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, NB Public Equity K/S, NB Public Equity Komplementar ApS, Cora Madsen and Florian Schonharting disclosed that as of Jan. 25, 2016, they beneficially own 12,666,354 shares of common stock of CTI BioPharma Corp. representing 5.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/l4tJy4 About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $96 million in 2014, compared with a net loss attributable to common shareholders of $49.6 million in 2013. As of Sept. 30, 2015, the Company had $63.1 million in total assets, $90.6 million in total liabilities and a $27.5 million total shareholders' deficit. CURO HEALTH: S&P Affirms 'B' Rating on 1st Lien Debt ---------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' issue-level rating on hospice care provider Curo Health Services Holdings Inc.'s first-lien debt. The recovery rating on this debt remains '3'. S&P also affirmed its 'CCC+' issue-level rating on Curo's second-lien debt. The recovery remains '6'. Although S&P views the recovery prospects for first-lien lenders as improved following the close of the $126 million acquisition of New Century Hospice, Inc., funded primarily with $95 million of incremental second-lien debt, this improvement was not sufficient to move the rating. The '3' recovery rating on the first-lien debt indicates S&P's expectation for meaningful (50% to 70%, at the higher end of the range) recovery in the event of a payment default. The '6' recovery rating on the second-lien debt indicates S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. S&P's corporate credit rating of 'B' is also unchanged and reflects its assessment of business risk as weak and S&P's assessment of financial risk as highly leveraged. S&P's assessment of a weak business risk profile is based on its narrow focus as a provider of hospice services, the highly fragmented nature of the hospice industry, reimbursement risk, and modest scale. This is partially offset by the favorable demographic trends and the company's improving operational performance over the past few years. S&P's assessment of a highly leveraged financial risk profile reflects our expectation for debt leverage to be about 7x and for the ratio of funds from operations (FFO) to debt to be below 10%, for 2016. It also reflects S&P's expectation that leverage will remain above 5x, given ownership by private equity sponsors. RECOVERY ANALYSIS Key analytical factors: -- S&P estimates that for Curo to default, EBITDA would need to decline to about $61 million, which is S&P's estimate of the company's fixed charges (interest, debt amortization, and minimal capital expenditures) at that point in time. -- Given the company's market position within the very fragmented hospice sector, S&P would expect the company to be reorganized if there were to be an event of default. -- S&P valued the company applying a 5x multiple to S&P's default level EBITDA. -- S&P's hypothetical default scenario contemplates a default stemming primarily from a decline or adverse change in Medicare reimbursement for hospice services. Simulated default and valuation assumptions: -- Simulated year of default: 2018 -- EBITDA at emergence: $61 million -- EBITDA multiple: 5x Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $290 mil. -- Valuation split in % (obligors/nonobligors): 100/0 ---------------------------------------------------------- -- Collateral value available to 1st lien secured creditors: $290 million -- Secured first-lien debt: $423 million -- Recovery expectations: 50% to 70% (high end of the range) ----------------------------------------------------------- -- Total value available to second-lien secured claims: $0 -- Second-lien debt claims: $227 million -- Recovery expectations: 0% to 10% Notes: All debt amounts include six months' prepetition interest. RATINGS LIST Curo Health Services Holdings Inc. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged Curo Health Services Holdings Inc. Senior Secured First-Lien B Recovery Rating 3H Senior Secured Second-Lien CCC+ Recovery Rating 6 DENTAL KIDZ: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Dental Kidz, LLC 24 Commerce Street, 11th Floor Newark, NJ 07102 Case No.: 16-11434 Nature of Business: Health Care Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Stacey L. Meisel Debtor's Counsel: Eric R. Perkins, Esq. MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP 40 West Ridgewood Avenue Ridgewood, NJ 07450 Tel: 201-445-6722 Fax: 201-445-5376 Email: eperkins@mdmc-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher Harvell, CEO. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. DIFFERENTIAL BRANDS: Names Michael Buckley CEO ---------------------------------------------- Samuel J. Furrow resigned from his position as interim chief executive officer and Chairman of the Board of Directors, and each of Joanne Calabrese and Suhail R. Rizvi resigned as directors of Differential Brands Group Inc. In connection with the consummation of the Merger, on Jan. 28, 2016, Michael Buckley was elected as chief executive officer of the Company. Pursuant to the terms of the employment agreement, Mr. Buckley will report to the Company's Board of Directors, for an initial three-year term with automatic, one-year renewal terms, unless the Company or Mr. Buckley gives notice 180 days prior to the end of the then-current term. The employment agreement provides that the Company will pay Mr. Buckley an annual base salary of $600,000 and that Mr. Buckley will be eligible to receive an annual bonus of up to 150% of his base salary, based on the Company's achievement of annual EBITDA targets set by the Compensation Committee of the Board of Directors after consultation with Mr. Buckley. The employment agreement also provides that the Company will grant Mr. Buckley a restricted stock unit award in respect of 433,764 shares of Company common stock. The RSU Award will vest in annual installments over a three-year period with the first installment vesting on Dec. 31, 2016, subject to Mr. Buckley's continued employment through the applicable vesting dates. The Company will also grant Mr. Buckley a performance share unit award in respect of 347,011 shares of Company common stock. The PSU Award will vest in annual installments over a three-year period, based on the Company's achievement of EBITDA targets set by the Compensation Committee and subject to Mr. Buckley's continued employment through the applicable vesting dates. About Differential Brands Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces and sells apparel and apparel-related products to the retail and premium markets under the Joe's(R) brand and related trademarks. Joe's Jeans Inc. has completed the merger combining Hudson Jeans and Robert Graham. Additionally, the company has been renamed Differential Brands Group Inc. and will remain publicly listed on NASDAQ under the ticker DFBG. As of Aug. 31, 2015, the Company had $172 million in total assets, $149 million in total liabilities and $22.6 million in total stockholders' equity. In its audit report on the consolidated financial statements for the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has a net working capital deficiency due to debt covenant violations and has suffered recurring losses from operations. The Company reported a net loss of $27.7 million on $189 million of net sales for the fiscal year ended Nov. 30, 2014, compared with a net loss of $7.31 million on $140 million of net sales in 2013. DIFFERENTIAL BRANDS: Signs Credit Pacts With Wells Fargo, et al. ---------------------------------------------------------------- Differential Brands Group Inc. (formerly named Joe's Jeans Inc.), and certain of its subsidiaries entered into (i) a new credit and security agreement with Wells Fargo Bank, National Association, as lender, and (ii) a new credit and security agreement with TCW Asset Management Company, as agent, and the lenders party thereto. The ABL Credit Agreement provides for a senior secured asset-based revolving credit facility with commitments in an aggregate principal amount of $40 million. The Term Credit Agreement provides for a senior secured term loan credit facility in an aggregate principal amount of $50 million. The Term Facility matures on the date that is five years after the Closing Date. The Revolving Facility matures on the date that is the earlier of five years after the Closing Date and the date which is 90 days prior to the maturity date of the Term Facility. The amount available to be drawn under the Revolving Facility will be based on the borrowing base values attributed to eligible accounts receivable and eligible inventory. Certain domestic subsidiaries of the Company are co-borrowers under the Credit Agreements. The obligations under the Credit Agreements are guaranteed by the domestic subsidiaries of the Company that are not co-borrowers under the Credit Agreements and are secured by substantially all assets of the Company and its domestic subsidiaries. There are no scheduled payments under the Revolving Facility. The Term Facility will be subject to quarterly payments of principal as follows: (i) 0.25% for each of the first four fiscal quarters; (ii) 0.625% for each of the four fiscal quarters thereafter; (iii) 1.25% for each of the next following four fiscal quarters; (iv) 1.875% for each of the next following four fiscal quarters; and (v) 2.50% for each fiscal quarter thereafter, with the balance payable at maturity. The Term Facility includes mandatory prepayments customary for credit facilities of its nature, including, subject to certain exceptions: (i) 100% of the net cash proceeds from issuances of debt that is not permitted and certain equity issuances; (ii) 100% of the net cash proceeds from certain non-ordinary course asset sales, subject to customary exceptions and reinvestment rights; (iii) 100% of certain insurance proceeds and condemnation recoveries, subject to customary exceptions and reinvestment rights; (iv) 100% of the net cash proceeds from certain extraordinary receipts; and (v) a variable percentage of excess cash flow of 50% or 25% depending on the Company's senior leverage ratio. Outstanding loans under the Term Facility may be prepaid at any time at the option of the Company subject to customary "breakage" costs with respect to LIBO rate loans. Subject to certain exceptions, prepayments of loans under the Term Facility are subject to a prepayment premium of (i) 2.00% during the first year after the Closing Date and (ii) 1.00% during the second year after the Closing Date. The Revolving Facility is required to be prepaid to the extent extensions of credit thereunder exceed the applicable borrowing base. Outstanding loans under the Revolving Facility may be prepaid at any time at the option of the Company without premium or penalty, other than customary "breakage" costs with respect to LIBO rate loans. The ABL Credit Agreement provides that, subject to customary conditions, the Company and certain of its subsidiaries as borrowers thereunder may seek to obtain incremental commitments under the Revolving Facility in an aggregate amount not to exceed $10 million. The Term Credit Agreement provides that, subject to customary conditions, the Company and certain of its subsidiaries as borrowers thereunder may seek to obtain incremental term loans under the Term Facility in an aggregate amount not to exceed $50 million. The Company does not currently have any commitments for such incremental loans under either Facility. Borrowings under the Credit Agreements will bear interest at a rate equal to either, at the Company's option, an adjusted base rate or the LIBO rate (subject to a 0.50% floor for borrowings under the Term Facility), in each case plus an applicable margin. The applicable margins for borrowing under the Term Facility (which varies based on the Company's senior leverage ratio) range from 8.00% to 6.00% for base rate loans and 9.00% to 7.00% for LIBO rate loans. The applicable margin for borrowings under the Revolving Facility is 0.50% for base rate loans and 1.75% for LIBO rate loans. An unused commitment fee equal to 0.25% per annum of the average daily amount by which the total commitments under the Revolving Facility exceeds the outstanding usage under the Revolving Facility will be payable monthly in arrears. About Differential Brands Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces and sells apparel and apparel-related products to the retail and premium markets under the Joe's(R) brand and related trademarks. Joe's Jeans Inc. has completed the merger combining Hudson Jeans and Robert Graham. Additionally, the company has been renamed Differential Brands Group Inc. and will remain publicly listed on NASDAQ under the ticker DFBG. As of Aug. 31, 2015, the Company had $172 million in total assets, $149 million in total liabilities and $22.6 million in total stockholders' equity. In its audit report on the consolidated financial statements for the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has a net working capital deficiency due to debt covenant violations and has suffered recurring losses from operations. The Company reported a net loss of $27.7 million on $189 million of net sales for the fiscal year ended Nov. 30, 2014, compared with a net loss of $7.31 million on $140 million of net sales in 2013. DOVER DOWNS: Reports Results for Q4 and Full Year 2015 ------------------------------------------------------ Dover Downs Gaming & Entertainment, Inc., reported net earnings of $768,000 on $46.11 million of revenues for the three months ended Dec. 31, 2015, compared to a net loss of $516,000 on $45.71 million of revenues for the same period in 2014. For the year ended Dec. 31, 2015, the Company reported net earnings of $1.87 million on $182.94 million of revenues compared to a net loss of $706,000 on $185.38 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $173.95 million in total assets, $58.94 million in total liabilities and $115 million in total stockholders' equity. Denis McGlynn, the Company's president and chief executive officer, stated: "Despite a reduction in gaming revenues, we managed to achieve minor earnings improvement last year through various cost containment measures. We remain focused on the challenges to come. In addition to cost increases most businesses are dealing with, such as in healthcare, minimum wage and property taxes, new competition will enter the market later this year in Maryland, and in Pennsylvania in the next couple of years. This means our need to reinvest in our hotel and other amenities, as well as our ability to market and promote, become more important." "To that end, we expect to see legislation introduced in the State Senate shortly to once again attempt to restructure the distribution of gaming revenues between the State and Delaware's three casinos. It would seek to implement several recommendations from last year's Lottery and Gaming Study Commission relative to revenue sharing, license fees and incentives. Changes would be phased in over the course of the next four years in an effort to minimize any perceived negative impact on the State's General Fund. We believe that without making these changes, the State will experience a significant long-term decline in contributions to the General Fund from its video lottery operations." A full-text copy of the press release is available for free at: http://is.gd/ZqrDxf About Dover Downs Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE), Dover Downs Hotel & Casino(R) is a gaming and entertainment resort destination in the Mid-Atlantic region. Gaming operations consist of approximately 2,500 slots and a full complement of table games including poker. The AAA-rated Four Diamond hotel is Delaware's largest with 500 luxurious rooms/suites and amenities including a full-service spa/salon, concert hall and 41,500 sq. ft. of multi- use event space. Live, world-class harness racing is featured November through April, and horse racing is simulcast year-round. Professional football parlay betting is accepted during the season. Additional property amenities include multiple restaurants from fine dining to casual fare, bars/lounges and retail shops. Visit http://www.doverdowns.com/ KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's credit facility expires on Sept. 30, 2015, and at present no agreement has been reached to refinance the debt, which raises substantial doubt about the Company's ability to continue as a going concern. EAST RIDGE RETIREMENT: Fitch Affirms 'BB' Rating on Revs Bonds -------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following Alachua County Health Facilities Authority, FL bonds issued on behalf of East Ridge Retirement Village (ERRV): -- $68.2 million health facilities revenue bonds, series 2014. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of gross revenues and receivables of the obligated group (OG), a first mortgage lien on all current and future property of the OG, and a fully-funded debt service reserve. KEY RATING DRIVERS PROJECT COMPLETED; STABILIZATION UNDERWAY: The $53 million total capital project was completed in 2015, within budget and slightly behind schedule. ERRV took occupancy of the new assisted living units (ALUs), memory support units (MSUs) and skilled nursing facility (SNF) in December 2015. Project stabilization is still expected by May 2017, when the units reach 93% occupancy. ADEQUATE CASH FLOW: Though slightly weaker in 2014 with 23 sales and $2.7 million in net entrance fees, ERRV generated an improved 28 sales and approximately $4 million in net entrance fees through Nov. 30, 2015. Further, its operating ratio remains healthy at 92.7%, indicative of solid expense controls. ERRV is expected to maintain net entrance fee levels and existing occupancy levels, producing adequate maximum annual debt service (MADS) coverage near 1.0x through stabilization. GOOD ILU OCCUPANCY: Despite heavier turnover than prior years, solid sales and marketing helped maintain ERRVs ILU occupancy near 80% in 2014 and through November 2015. With a total $4 million in net entrance fees through November, ERRV remains in line with budget expectations. ELEVATED DEBT LEVEL: Overall, ERRV's pro forma leverage metrics reflect a sizeable debt burden against its current financial profile, as indicated by 1.1x coverage of MADS by turnover entrance fees and MADS equal to 25.3% of 2015 revenues. RATING SENSITIVITIES PROJECT STABILIZATION: The rating remains contingent upon East Ridge Retirement Village's ability to attain sufficient fill of its new units, reaching stabilized occupancy by mid-2017. Fitch believes the risk on the fill up of the units is mitigated by the strong demand for skilled nursing services and the experience of sponsor, manager and developer in successfully managing campus repositioning projects. FUTURE CAPITAL PLANS: While outside the 12-24 month rating review period, East Ridge Retirement Village is contemplating its second campus expansion phase which would likely include an independent living unit (ILU) expansion with possible debt financing. Fitch anticipates reviewing these plans as they are formed and approved, and will take rating action as necessary. CREDIT PROFILE ERRV is a Type A lifecare continuing care retirement community (CCRC) located on 76 acres in the town of Cutler Bay, Florida, approximately 20 miles south of Miami. The community currently includes 221 Independent Living Units (ILUs) 90 Assisted Living Units (up from 57 in 2014) 31 memory support units (up from 0 in 2014) and 74 Skilled Nursing Facility units (up from 60 in 2014). ERRV reported total revenues of $20.4 million in fiscal 2014 (year ended Dec. 31). PROJECT IS PROGRESSING ERRV's $53 million expansion of its assisted living, memory support, and health care units opened nearly on time in December 2015. With a net of 78 new units, ERRV expects to achieve stabilized occupancy by mid-2017 on schedule. Through Nov. 30, 2015 ERRV reported 86.7% ALU and 86.5% SNF occupancy, and expects to meet or exceed its first occupancy covenant test at March 31, 2016. STEADY PROFITABILITY EXPECTED Despite elevated turnover in 2014 and 2015, ERRV has maintained sufficient ILU sales and occupancy to generate adequate operating cash flow and coverage metrics. In addition, marketing of the newly opened ALU, MSU and SNF units will escalate in the coming months and are expected to support ongoing revenue growth and improving occupancy in 2016. In addition, ongoing ILU renovations should preserve healthy sales and occupancy in 2016 and 2017. Limited competition coupled with the appeal of larger units is expected to preserve and grow occupancy over the near to medium term. DEBT PROFILE ERRV remains highly leveraged, as indicated by marginal coverage of MADS as well as a high 11.9x debt to net available at Nov. 30, 2015. Still, ERRV's first debt service coverage covenant test will occur in the earliest of a) 2017 after stabilized occupancy, or b) in 2019. ERRV has $68.2 million in series 2014 fixed-rate term bonds outstanding, with maturity in 2049. Debt service is not level, with 25 months of capitalized interest and amortization through 2019. MADS is equal to $5.1 million, and debt service is level from 2020 through maturity. ERRV has no swaps. DISCLOSURE ERRV covenants to provide annual disclosure within 150 days of fiscal year end and quarterly disclosure within 45 days of each quarter end. Disclosure will include balance sheet, statement of revenues/expenses, statement of cash flows, calculation of days of cash on hand, debt service coverage, and occupancy. Disclosure is made through the Municipal Securities Rulemaking Board's EMMA system, and has been timely and thorough. ELBIT IMAGING: Plaza Centers Appoints Acting CEO and CFO -------------------------------------------------------- Elbit Imaging Ltd. announced that Plaza Centers N.V., an indirect subsidiary of the Company, has appointed Dori Keren and Yitshak (Izzie) Elias to the roles of acting chief executive officer and chief financial officer, respectively. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELITE PHARMACEUTICALS: FDA Approves Waiver of NDA Filing Fee ------------------------------------------------------------ The United States Food and Drug Administration granted Elite Pharmaceuticals, Inc. a waiver of the application fee required for the filing of a New Drug Application. Under section 736(d)(1)(E) of the Federal Food, Drug and Cosmetic Act the FDA may grant a waiver of the $2,335,200 NDA application fee for the first human drug application that a small business submits for review. Elite will immediately submit a 505(b)(2) New Drug Application for its lead opioid abuse-deterrent candidate ELI-200, immediate-release Oxycodone Hydrochloride 5mg, 10mg, 15 mg, 20 mg and 30mg capsules with sequestered Naltrexone Hydrochloride, for the treatment of moderate to severe pain with the United States Food and Drug Administration. FDA notification regarding acceptance of the submission for review is expected to take 6 to 12 weeks. "Having the FDA waive the application fee is a huge benefit to Elite. We will file the ELI-200 submission immediately. I look forward to hearing from the FDA concerning a notification of the acceptance for review in the coming weeks," said Nasrat Hakim, president and chief executive officer of Elite. About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported net income attributable to common shareholders of $28.9 million on $5 million of total revenues for the year ended March 31, 2015, compared to a net loss attributable to common shareholders of $96.5 million on $4.6 million of total revenues for the year ended March 31, 2014. As of Sept. 30, 2015, the Company had $28.69 million in total assets, $16.20 million in total liabilities, $32.85 million in convertible preferred shares and a $20.36 million total stockholders' deficit. ELITE PHARMACEUTICALS: Nasrat Hakim Named Board Chairman -------------------------------------------------------- Elite Pharmaceuticals, Inc. announced that Jerry Treppel has resigned as the Company's Chairman and as a member of the Board of Directors, effective Jan. 11, 2016, to pursue other opportunities. The Board of Directors has appointed Nasrat Hakim, Elite's president and CEO to serve as Chairman of the Board of Directors. "I want to thank Jerry for his years of dedicated service and contributions to the company, and I wish him all the best in his future endeavors," said Mr. Hakim. Mr. Treppel stated, "I am proud of the accomplishments of the company during my time on the Board. It has been my pleasure to work with Elite's team and I am confident that the company is well-positioned for the future as it continues to execute on its strategy." On Jan. 21, 2016, the Board amended the Aug. 1, 2013, employment agreement between Elite and Mr. Hakim. Pursuant to the amendment, effective Jan. 1, 2016, and during the term of the Agreement, Mr. Hakim's base annual salary will be $500,000, plus an annual bonus equal to 100% of his base salary. The base salary is payable in shares of Elite Common Stock with the annual bonus payable in accordance with Elite's regular payroll practices. About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported net income attributable to common shareholders of $28.9 million on $5 million of total revenues for the year ended March 31, 2015, compared to a net loss attributable to common shareholders of $96.5 million on $4.6 million of total revenues for the year ended March 31, 2014. As of Sept. 30, 2015, the Company had $28.69 million in total assets, $16.20 million in total liabilities, $32.85 million in convertible preferred shares and a $20.36 million total stockholders' deficit. EXTREME REACH: S&P Lowers CCR to 'B-', Outlook Negative ------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Extreme Reach Inc. to 'B-' from 'B'. The rating outlook is negative. At the same time, S&P lowered its issue-level ratings on the company's first-lien term loan and revolving facility to 'B+' from 'BB-'. The '1' recovery rating remains unchanged, indicating S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. S&P also lowered its issue-level rating on Extreme Reach's second-lien term loan to 'CCC' from 'CCC+'. The '6' recovery rating remains unchanged, indicating S&P's expectation for negligible recovery (0%-10%) of principal in the event of a payment default. "The downgrade reflects the risk that the company could violate its leverage covenant by the first quarter of 2017," said Standard & Poor's credit analyst Dylan Singh. The company's bank facility has onerous terms, specifically 10% mandatory debt amortization payments (which total $39.2 million annually), and aggressive leverage covenant step downs in 2016 and 2017 (4.5x as of Dec. 31, 2015, 4.25x as of June 30, 2016, 4x as of Sept. 30, 2016, and 3.75x as of Dec. 31, 2016). The bank facility will further step down to 3.5x as of March 31, 2017, and then 3.25x as of June 30, 2017). S&P do not believe the company will generate enough free cash flow to make the amortization payments, and it will therefore have to draw on its revolving credit facility to make those payments. S&P believes that doing so would likely prevent the company from reducing leverage in advance of the step downs, resulting in a potential covenant violation. The company could violate the covenants by the first quarter of 2017 if it does not receive covenant relief in the form of an amendment to its bank facility to relax the covenant step downs and mandatory amortization, get an equity infusion from its investors, or significantly outperforms S&P's base-case scenario. The negative rating outlook reflects the risk that Extreme Reach could violate its covenants by the first quarter of 2017 if it does not amend its bank facility to relax the leverage covenant and mandatory amortization payments, does not get an equity infusion from its investors, or fails to significantly outperform our base-case scenario. S&P could lower its corporate credit rating on Extreme Reach if S&P believes that the company will violate its covenants during the next 12 months. S&P could revise the outlook to stable if the company is able to get debt relief through an amendment to its credit agreement that relaxes the leverage covenant step downs and mandatory debt amortization payments, if it gets an equity infusion from its investors, or if it is able to outperform S&P's expectations such that a covenant violation is no longer likely. FINGER LAKES: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Finger Lakes Capital Partners, LLC 168a Irving Avenue Port Chester, NY 10573 Case No.: 16-22112 Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Dawn Kirby Arnold, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: 914-681-0288 Email: dkirby@ddw-law.com - and - Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 Email: jpasternak@ddw-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gregory Shalov, managing member. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-22112.pdf GENIUS BRANDS: Bard Associates Holds 12.4% Stake as of Dec. 31 -------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bard Associates, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 1,900,000 shares of common stock of Genius Brands International Inc. representing 12.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/ilinek About Genius Brands Beverly Hills, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $3.72 million in 2014, a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. As of Sept. 30, 2015, the Company had $16.0 million in total assets, $4.67 million in total liabilities, and $11.3 million in total equity. GEOMET INC: Suspending Filing of Reports with SEC ------------------------------------------------- GeoMet, Inc., filed with the Securities and Exchange Commission a Form 15 to terminate the registration of its common stock, par value $0.001 per share and Series A Convertible Redeemable Preferred Stock, par value $0.001 per share pursuant to Section 12(g) of the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. As reported by the TCR on Feb. 20, 2015, GeoMet said it has no operations and minimal assets, which raises substantial doubt about its ability to return any additional value to its stockholders. The Company added it may file a plan of dissolution if it cannot consummate a corporate transaction/merger prior to the third quarter of 2015. As of Sept. 30, 2015, the Company had $18.82 million in total assets, $138,000 in total liabilities, $52.81 million in series A convertible redeemable preferred stock and a $34.12 million total stockholders' deficit. GEORGETOWN MOBILE: Court Approves ARA USA as Exclusive Broker ------------------------------------------------------------- Georgetown Mobile Estates, LLC sought and obtained permission from the U.S. Bankruptcy Court for the Eastern District of Kentucky to employ ARA USA as exclusive broker. For its services, ARA will receive a fixed percentage -- 1.5% -- of the sale proceeds plus out of pocket expenses not to exceed $2,500. Debra Corson, vice chairman of ARA, 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. ARA can be reached at: Debra Corson ARA USA 230 West Monroe, Suite 325 Chicago, IL 60606 Tel: (312) 899-1094 Fax: (312) 899-0150 E-mail: dcorson@aranewmark.com About Georgetown Mobile Estates Georgetown Mobile Estates, LLC, is a Kentucky corporation with headquarters in Georgetown, Scott County, Kentucky. Originally incorporated on Jan. 23, 2006, the Company operates a mobile home park in three areas on the county line of Scott and Fayette, Kentucky. The park can take up to 504 customers and, historically, had an occupancy rate of 92%. Georgetown Mobile Estates filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ky. Case No. 15-50945) in Lexington, Kentucky, on May 11, 2015, to take back control of the mobile home park from a receiver. Daniel E. Sexton, the present owner, signed the petition. The bankruptcy case is assigned to Judge Tracey N. Wise. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor tapped Bunch & Brock of Lexington, Kentucky, as counsel; Randy Reynolds of Magnum Capital Consultants, LLC, as financial advisor; Bradford Burgess of The Thayer Group as financial advisor; and Glen DellaValle of DellaValle Management Group as manager of business operations. The U.S. trustee overseeing the Chapter 11 case of Georgetown Mobile Estates LLC appointed three creditors of the company to serve on the official committee of unsecured creditors. The Troubled Company Reporter, on Jan. 6, 2016, reported that Judge Tracey N. Wise signed an agreed order confirming Georgetown Mobile Estates, LLC's Fourth Amended Plan of Reorganization. The judge on Sept. 3, 2015, entered an order approving the Second Modified Disclosure Statement and set an Oct. 8 hearing on the Plan. The Debtor filed their Fourth Amended Plan on Oct. 16, 2015. According to the Oct. 20, 2015 ballot report, holders of secured claims in Classes 1 and 2, and taxing claims in Class 3 and unsecured claims in Class 4 accepted the Plan. The Court held a confirmation hearing on the Plan on Oct. 21, 2015. Judge Wise signed the agreed order confirming the Plan on Oct. 22. GIBSON BRANDS: S&P Lowers CCR to 'CCC+', Outlook Negative --------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Nashville, Tenn.-based Gibson Brands Inc. to 'CCC+' from 'B-'. The outlook is negative. S&P also lowered its issue-level rating on Gibson's $375 million senior secured notes due 2018 to 'CCC+' from 'B-'. The '4' recovery rating is unchanged and indicates S&P's expectation for average (30% to 50%; upper half of range) recovery in the event of payment default. "The downgrade reflects our concern that the increase in financial obligations following the agreement made with Philips N.V. for overdue receivables will further pressure the company's slowly improving cash flow outlook," said Standard & Poor's credit analyst Stephanie Harter. Philips has agreed to forebear the receivables provided that a payment of $36 million is made in calendar year 2016 and $62 million in 2017. Initially S&P had expected slowly improving operating cash flow in late third quarter (end December) and early in the fourth quarter, as holiday sales would permit the company to meet its interest expense obligations and build cash to start repaying future debt obligations. However, the agreement with Philips further weakens credit metrics. S&P now estimates Gibson's adjusted leverage will remain above 8x at fiscal year-end March 31, 2016 (adjusted for the acquisition of a controlling interest of TEAC Corp., which is fully consolidated in S&P's credit metrics), with a much more burdensome serving requirements that will require the company to continue to strengthen operating performance to meet these obligations. The negative outlook reflects the risk that Gibson may not be able to meet its near-term financial commitments, which are now materially higher following the restructuring of its accounts payable to Philips. S&P could lower the ratings if the company does not materially improve its free cash flow generation to meet its $36 million financial obligations in fiscal 2017 or its subsequent $62 million obligation in the following fiscal year. S&P could consider an upgrade if Gibson improves and sustains operating performance, resulting in better profitability and credit measures -- including meeting its obligations under the Philips restructuring while maintaining interest coverage of more than 2x and reducing leverage closer to 6x -- while maintaining adequate liquidity. S&P estimates this could occur if the company builds on the anticipated turnaround in the next two quarters well into fiscal 2017. GK HOLDINGS: S&P Lowers CCR to 'B' on Weak Credit Metrics --------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on U.S.-based information technology (IT) and business skills learning solutions provider GK Holdings Inc. (Global Knowledge) to 'B' from 'B+'. The rating outlook is stable. At the same time, S&P lowered its issue-level rating on the company's first-lien debt to 'B' from 'B+'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a payment default. S&P also lowered its issue-level rating on Global Knowledge's second-lien term loan to 'B-' from 'B'. The '5' recovery rating remains unchanged, indicating S&P's expectation for modest recovery (10%-30%; lower half of the range) of principal in the event of a payment default. "Global Knowledge has underperformed our expectations for revenue growth, EBITDA margins, and adjusted debt leverage since its debt issuance in January 2015," said Standard & Poor's credit analyst Scott Zari. "We had expected that revenue would grow at a mid- to high-single-digit percentage rate, adjusted EBITDA margins would improve to the mid- to high-teens percent area, and adjusted debt leverage would decrease to the mid-4x area by the end of 2015." Instead, revenue decreased at a mid-single-digit percentage rate, adjusted EBITDA margins contracted, and adjusted debt leverage was 6.6x as of the 12 months ended Sept. 30, 2015. The revenue underperformance was mainly due to foreign exchange headwinds and the company's inability to drive organic growth from existing vendors. Global Knowledge also restructured and invested in its sales force, which led to a disruption in sales because new and repurposed sales representatives will take time to ramp-up to full production. EBITDA margins were negatively affected by higher selling, general, and administrative (SG&A) expenses due to the sales force investment and increased marketing spend, as well as lower fixed-cost leverage. The stable rating outlook reflects S&P's expectations that Global Knowledge will recover from the negative trends that affected its operating performance in fiscal 2015, and that the company will organically grow revenue and EBITDA, generate positive discretionary cash flow, and maintain adequate liquidity over the next 12 months. S&P could lower its corporate credit rating on Global Knowledge if the company fails to generate organic revenue and EBITDA growth, leading to minimal or negative discretionary cash flow, liquidity issues, or EBITDA cushions of compliance with its covenants of less than 15%. This could occur if increased competitive pressures lead to market share erosion and lower EBITDA margins. S&P could also lower the rating if the company's adjusted debt leverage rises above 7x. S&P views an upgrade as unlikely over the next 12 months. Nevertheless, an upgrade could occur if the company demonstrates significant and sustainable organic revenue growth and if it also shows an ability to improve its EBITDA margins, broaden its scale of operations, and commit to a less aggressive financial policy. Additionally, an upgrade would require S&P's expectation that adjusted debt leverage will decrease and remain significantly below 5x. GRAHAM GULF: Objects to Request for Payment of Carl Marks' Fees --------------------------------------------------------------- Graham Gulf, Inc., the United States Bankruptcy Administrator for the Southern District of Alabama and the Official Committee of Unsecured Creditors, object to the request for payment of professionals fees of Carl Marks Advisory Group LLC, submitted by Wells Fargo Bank, N.A. Pursuant to the Cash Collateral Order, Wells Fargo was entitled to payment of all fees, costs, expenses and other charges payable under the Wells' Pre-Petition Loan Agreements on the condition that Wells Fargo submit copies of invoices for those charges. Wells Fargo submitted an invoice dated December 17, 2015, for fees and expenses totaling $155,051 incurred by Marks for the period of September 18, 2015, through October 31, 2015. The Debtors, the Bankruptcy Administrator and the Committee argue that the hourly rates charged by Marks are not reasonable because it is simply imprudent to require the Debtor's estate to bear the financial burden of paying an uncapped amount to Marks at hourly rates ranging from $350-$800 per hour, amounting to $155,051, which exceeded and essentially doubling compared to those fees and expenses charged by Wells' legal counsel. The Objectors question the necessity of the Marks' fees when Wells has highly qualified team of legal professionals to assist Wells in the Case, and Wells itself surely has qualified financial analysts, loan officers, and others in-house to deal with the issues in the case. In addition, the Objectors point out that there is not a need for the high level of expertise associated with a New York-based team of financial advisors when the Debtor's ongoing operations are trending downward and operating on a negative cash-flow basis. The Objectors also complain that the recent agreement between the parties has extended the cash collateral issues until January 25, 2016, when there may not be sufficient cash flow to operate by the end of January based on the parties' representations to the Court at the last hearing, at which time the Amended Consent Order was entered, which appears that the Debtor's cash is being depleted. According to the Objectors, with the payment of the amount described in the Marks Fee Request, the Debtor would be left with approximately $16,500, a cash position, which is a violation of the minimum liquidity requirements found in the Cash Collateral Order. The Objectors added that the Supplemental Budget contemplates a closing cash balance on January 29, 2016, of $171,517 which does not include adequate amounts for "Lender Professional Fees" to require immediate payment of the amounts sought by Marks. The Committee asks the Court to limit and/or modify the Debtor's payment obligation under the Collateral Order to reflect a reduction in hourly rates to an amount commensurate with customary financial advisory fees for respected professionals in similar Chapter 11 cases and to deny the reimbursement request with respect to the Subject Time Entries and request for immediate payment. The Debtor ask for an evidentiary hearing to determine the reasonableness, value and/or necessity of each fee, cost and/or expense requested by Carl Marks. The Debtor also questions the reasonableness and necessity of the fees, costs and expenses sought by Paul Hastings LLP, as previous counsel for Wells Fargo, particularly to the submitted invoice that has no meaningful detail or particularity and also because the value added to the case by Paul Hastings's has not been established. The Debtor seek for an evidentiary hearing to determine the reasonableness, value and/or necessity of each fee, cost and/or expense requested once the Paul Hastings fee application is corrected. Graham Gulf, Inc. is represented by: Jeffery J. Hartley, Esq. Christopher T. Conte, Esq. HELMSING, LEACH, HERLONG, NEWMAN & ROUSE, P.C. Post Office Box 2767 Mobile, AL 36652 Telephone: (251) 432-5521 Facsimile: (251) 432-0633 Email: jjh@helmsinglaw.com ctc@helmsinglaw.com Bankruptcy Administrator is represented by: W. Alexander Gray Jr., Attorney Bankruptcy Administrator 113 St. Joseph St. Box 16 Mobile, Alabama 36602 Telephone: (251) 441-5434 Email: alec_gray@alsba.uscourts.gov Proposed Counsel for The Official Committee of Unsecured Creditors: Stewart F. Peck, Esq. Christopher T. Caplinger, Esq. Benjamin W. Kadden, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 Email: speck@lawla.com ccaplinger@lawla.com, bkadden@lawla.com About Graham Gulf Founded in 1996, Graham Gulf, Inc. operates 11 fast supply vessels designed specifically for providing a more efficient and cost-effective support for field production operations and remote drilling location services. Graham Gulf filed Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 15-03065) on Sept. 18, 2015. The petition was signed by Janson Graham, the president and owner. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Helmsing, Leach, Herlong, Newman & Rouse PC serves as the Debtor's counsel. Six creditors were appointed to Graham Gulf's official committee of unsecured creditors. The creditors are Superior Shipyard & Fabrication Inc., Thrustmaster of Texas Inc., American Supply LLC, Safety Controls Inc., Force Power Systems LLC and United Power Systems LLC. GREENBRIER WHALEY: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Greenbrier Whaley Group 2, LLC 3909 Snyder Road Kodak, TN 37764 Case No.: 16-50104 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Hon. Marcia Phillips Parsons Debtor's Counsel: Dean B. Farmer, Esq. HODGES, DOUGHTY & CARSON PLLC P. O. Box 869 Knoxville, TN 37901 Tel: 865-292-2307 Fax: 865-292-2252 Email: dfarmer@hdclaw.com Total Assets: $2.11 million Total Liabilities: $3.70 million The petition was signed by Kenneth P. Whaley, sole shareholder. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb16-50104.pdf HAGGEN HOLDINGS: Court Approves Stroock & Stroock as Attorneys -------------------------------------------------------------- Haggen Holdings, LLC, et al., sought and obtained permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to employ Stroock & Stroock & Lavan LLP as attorneys, nunc pro tunc to the September 8, 2015 petition date. The Debtors require Stroock & Stroock to: (a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and properties; (b) advise and consult on the conduct of these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending actions commenced against the Debtors and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (e) prepare, on behalf of the Debtors, pleadings, including motions, applications, answers, orders, reports and papers necessary or otherwise beneficial to the administration of the Debtors' estates; (f) advise the Debtors in connection with obtaining post- petition financing; (g) advise the Debtors in connection with any sale of their assets; (h) consult with the Debtors regarding tax matters; (i) appear before the Court and any appellate courts to represent the interests of the Debtors' estates before those courts; and (j) perform all other necessary or otherwise beneficial legal services and providing legal advice to the Debtors in these Chapter 11 cases. The current hourly rates for Stroock & Stroock's bankruptcy and other professionals and para-professionals who are expected to render services to the Debtors in these Chapter 11 Cases range from $225 per hour to $1,175 per hour. Stroock & Stroock will also be reimbursed for reasonable out-of-pocket expenses incurred. Stroock & Stroock received a retainer in the amount of $650,000. Kristopher M. Hansen, partner of Stroock & Stroock, 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. As previously reported in the Troubled Company Reporter, a U.S. trustee overseeing the bankruptcy of grocery giant Haggen told a Delaware court on Oct. 9, 2015, that Stroock & Stroock & Lavan LLP should not serve as counsel for the Debtor, because JPMorgan Chase Bank, a participant in Haggen's credit facility, is a major client of the law firm. Andrew R. Vara urged the federal bankruptcy court to prevent Stroock from representing Haggen Holdings LLC, saying the firm has failed to demonstrate that it is disinterested in the outcome of the case. Stroock & Stroock can be reached at: Frank A. Merola, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Tel: (212) 806-5400 Fax: (212) 806-6006 About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Court Okays Alvarez & Marsal as Financial Advisor ------------------------------------------------------------------ Haggen Holdings, LLC and its debtor-affiliates sought and obtained permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC as financial advisor, nunc pro tunc to the September 8, 2015 petition date. The Debtors require Alvarez & Marsal to: (a) assist the Debtors in the preparation of financial-related disclosures required by the Court, including the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs and Monthly Operating Reports; (b) assist the Debtors with information and analyses required pursuant to the Debtors' debtor-in-possession financing; (c) assist with the identification and implementation of short- term cash management procedures; (d) assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (e) attend meetings and assistance in discussions with potential investors, banks, and other secured lenders, any official committee(s) appointed in these chapter 11 cases, the United States Trustee, other parties in interest and professionals hired by same, as requested; (f) analyze creditor claims by type, entity, and individual claim, including assistance with development of databases, as necessary, to track such claims; (g) assist in the preparation of information and analysis necessary for the confirmation of a chapter 11 plan, including information contained in the disclosure statement; (h) render other general business consulting or such other assistance as Debtors' management or counsel may deem necessary consistent with the role of a financial advisor to the extent that it would not be duplicative of services provided by other professionals in these chapter 11 cases. Alvarez & Marsal will be paid at these hourly rates: Managing Director $750-$950 Director $550-$750 Associate $400-$550 Analyst $350-$400 Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. Alvarez & Marsal received a retainer of $200,000 in preparing for and conducting the filing of these chapter 11 cases. Jonathan Goulding, managing director with Alvarez & Marsal, 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. Alvarez & Marsal can be reached at: Jonathan Goulding ALVAREZ & MARSAL NORTH AMERICA, LLC 2029 Century Park East, Ste 2060 Los Angeles, CA 90067 Tel: (310) 975-2600 Fax: (310) 975-2601 E-mail: jgoulding@alvarezandmarsal.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Has Until March 7, 2016 to File Ch. 11 Plan ------------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware extended until March 7, 2016, the period by which Haggen Holdings, LLC, et al., have exclusive right to file a plan and until May 6, 2016, the period by which the Debtors have exclusive right to solicit acceptances of that plan. The Debtors originally asked for an extension of the exclusive plan filing period through and including April 5, 2016, and the exclusive solicitation period through and including June 6, 2016. The Debtors said they have been operating under the protections of chapter 11 for just under four months. During this short period of time, the Debtors have worked diligently to ensure the smooth transition of their operations into Chapter 11 and to maximize the value of the Debtors' estates for the benefit of all stakeholders. To that end, the Debtors have, among other things: (i) conducted going out of business sales with respect to their non-core stores; (ii) marketed and sold, on an expedited basis, certain pharmaceutical assets; (iii) after conducting a robust auction and sale process, and resolving numerous objections related thereto and litigating those that were not resolved, obtained approval of numerous sales of certain of their non-core stores; (iv) prepared and filed their Schedules of Assets and Liabilities and Statements of Financial Affairs and established a claims bar date; (v) responded to various creditor inquiries and demands; (vi) retained professionals; (vii) worked feverishly to stabilize the Debtors' vendor base; (viii) evaluated and resolved requests for additional adequate assurance of future payment from certain utility providers; (ix) evaluated certain of the Debtors' executory contracts and unexpired leases and rejected certain of those agreements; (x) successfully prosecuted (over an objection from the United Food and Commercial Workers International Union) their motion for entry of an order approving their key employee retention plan; (xi) settled, in a timely and efficient manner, a number of issues that threatened to jeopardize the Debtors' ongoing business operations and Chapter 11 efforts; (xii) obtained approval of the bidding procedures for the sale of certain core stores after resolving numerous objections related thereto; (xiii) resolved various objections to entry of a final order authorizing the Debtors to obtain postpetition financing and use cash collateral; and (xiv) handled the various other tasks related to the administration of the Debtors' bankruptcy estates and these Chapter 11 cases. Finally, since their appointment, the Debtors have worked diligently to get the Committee up to speed on these Chapter 11 cases. Ashley E. Jacobs, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, told the Court that accomplishing these tasks within a mere four months has been a labor-intensive process, fully occupying the Debtors' representatives and professionals. In light of these circumstances, including without limitation the on-going marketing and sale process with respect to the core stores, the Debtors said the requested extensions are both appropriate and necessary to afford the Debtors with sufficient time to adequately prepare a viable Chapter 11 plan and related disclosure statement, Ms. Jacobs added. Subsequent to the filing of the Extension Motion, the Debtors received informal comments from the Official Committee of Unsecured Creditors. The Debtors have worked with the Committee to address its concerns and have resolved the Committee's issues through changes to the proposed form of order. The changes shortened the allowed extension of the exclusive plan filing period to March 7 and the exclusive solicitation period to May 6. The Debtors are represented by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. Ashley E. Jacobs, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1256 -- and -- Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Elizabeth Taveras, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Tel: (212) 806-5400 Fax: (212) 806-6006 About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Kurtzmann Carson Okayed as Admin. Advisor ---------------------------------------------------------- Haggen Holdings, LLC and its debtor-affiliates sought and obtained permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as administrative advisor, nunc pro tunc to the September 8, 2015 petition date. The Debtors require Kurtzman Carson to: (a) assist with, among other things, solicitation, balloting, and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of chapter 11 plans in these cases; (b) generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (c) gather data in conjunction with the preparation, and assisting with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; (d) provide a confidential data room; (e) manage any distributions pursuant to a confirmed chapter 11 plan; and (f) provide such other claims processing, noticing, solicitation, balloting, and administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors. Kurtzman Carson will be paid at these hourly rates: Executive Vice President Waived Director/Senior Managing Consultant $170 Consultant/Senior Consultant $70-$160 Project Specialist $50-$100 Technology/Programming Consultant $35-$70 Clerical $25-$50 Kurtzman Carson will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtors provided KCC a retainer in the amount of $40,000. Evan Gershbein, senior vice president of corporate restructuring services at Kurtzman Carson, 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. Kurtzman Carson can be reached at: Drake D. Foster KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 E-mail: dfoster@kccllc.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: May Hire Akerman LLP as Corporate Counsel ---------------------------------------------------------- Haggen Holdings, LLC, et al., sought and obtained permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to employ Akerman LLP as special corporate counsel to the Debtors, nunc pro tunc to the September 8, 2015 petition date. As special corporate counsel, Akerman will limit its engagement to transactions relating to the disposition of the Debtors' assets. Akerman will be paid at these hourly rates: Carl Roston $695 Nathan Balint $560 Jed Freeland $410 Susanne Zabloudil $590 Jane Hinton $495 William Arnhols $690 Michael Goldberg $690 Joan Levit $480 Partners & Of Counsel $400-$790 Associates $250-$410 Paraprofessionals $95-$250 Akerman will also be reimbursed for reasonable out-of-pocket expenses incurred. Carl Roston, partner of Akerman, 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. Akerman can be reached at: Carl Roston, Esq. AKERMAN LLP One Southeast Third Ave., Ste 2500 Miami, FL 33131-1714 Tel: (305) 374-5600 Fax: (305) 374-5095 E-mail: carl.roston@akerman.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HEADWATERS INC: S&P Raises CCR to 'BB-', Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on South Jordan, Utah-based Headwaters Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised its issue-level ratings on Headwaters' $425 million senior secured term loan to 'BB' from 'BB-'. The recovery rating on the loan remains unchanged at '2', indicating S&P's expectation for substantial (70%-90%; higher end of the range) recovery in the event of payment default. In addition, S&P raised its issue-level ratings on Headwaters' $150 million senior unsecured notes to 'B' from 'B-'. The recovery rating on the notes remains unchanged at '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of payment default. "The outlook is stable, reflecting our expectations that the improvement in housing starts and nonresidential construction will result in continued growth in sales and earnings for Headwaters," said Standard & Poor's credit analyst Kimberly Garen. "We expect credit measures to improve during the year but to remain in line with our assessment of its significant financial risk profile, with year-end 2016 leverage of about 3x and FFO to debt of 25%." S&P believes that a downgrade is unlikely within the next 12 months based on its favorable view of industry fundamentals. However, S&P could lower the ratings if the improvement in residential construction activity or fly ash demand is less than expected, such that leverage increases more than 5x, causing S&P to revise its assessment of financial risk to highly leveraged. S&P could raise the rating if 2016 sales and earnings growth exceeded its expectations such that debt to EBITDA leverage was sustained below 3x and FFO to debt was maintained at more than 30%, commensurate with an intermediate financial risk profile. For this to occur, S&P estimates sales growth would need to approach 10% and gross margins would need to exceed 35%. HII TECHNOLOGIES: AES Creditors Seek Appointment of Ch. 11 Trustee ------------------------------------------------------------------ The Ad Hoc Committee of Unsecured Creditors of Debtor Apache Energy Services, LLC, ask the U.S. Bankruptcy Court for the Southern District of Texas to appoint a Chapter 11 trustee for AES. According to the AES Ad Hoc Committee, it has long been held that conflict of interest and acrimony between a debtor and its creditors mandate the appointment of a trustee. The Ad Hoc Committee asserts that a Chapter 11 trustee is needed to protect the independent decision making power of AES and to avoid an obvious and incurable conflict of interest that exists between AES and the other jointly administered debtors since at the present time, all managerial and financial decisions of AES and its other four related companies are being made by Loretta Cross, the court-appointed Chief Restructuring Officer. The Ad Hoc Committee points out that Miss Cross is the sole corporate officer of AES's parent, HII Technologies, Inc., but is not an officer, director or employee of AES. Unlike HII and the other related entities, the goals of the unsecured creditors of AES differ from those of the creditors of HII, the Ad Hoc Committee tells the Court. AES, the Committee notes, was a viable operating company that can be reorganized and put back into business to pay creditors through continued operations, and for this reason, AES should be carved out from HII's liquidation scheme, since it was and can be a viable entity and can stand on its own, the Ad Hoc Committee asserts. The Ad Hoc Committee further asserts that, although the $12 million DIP loan proposed by HII and Heartland Bank will provide HII and the other subsidiaries of HII with much needed capital, it will not benefit AES, but will impair the ability of AES to reorganize. To obtain this loan, AES will have to grant Heartland Bank post-petition super priority liens on all its post-petition assets, even though AES will receive little, if any, of the post-petition loan proceeds, the Ad Hoc Committee further tells the Court. The Ad Hoc Committee adds that at the outset of the case AES is being forced to waive any and all claims it might have against Heartland Bank on an expedited basis and with no meaningful opportunity for review. According to the Ad Hoc Committee, the schedules in this case were signed, but their truth and veracity cannot be taken as true for there are approximately $5 million in assets identified by HII as assets of AES that have not been scheduled by AES, not including the potential claim against Heartland, which also is not scheduled. In viewing the actual assets of AES, Heartland's desire to include AES in its post-petition financing becomes immediately apparent considering that AES owns significant assets and Heartland wants the benefit of the equity in those assets, regardless of how this impacts AES or its unsecured creditors, the Ad Hoc Committee alleges. Debtors' Objection The Debtors oppose the motion to appoint on the grounds of estoppel and factual deficiencies. The Debtors complain that the Ad Hoc Committee could have raised any of their objections to the retention of the Debtors' CRO or their counsel at the hearing when the Court considered and approved such retentions after the Ad Hoc Committee had been adequately notified. For its failure to use the given opportunity, the Movant is now estopped and cannot collaterally attack the Court's orders approving the retention of the Debtors' CRO and counsel by its Amended Motion, the Debtors argue. The Debtors further argue that the Movant is incorrect in stating that there is a conflict between the respective Debtors who hold intercompany debts of $25 million, which requires, according to the Movant, independent managerial, legal, and financial decisions. The underlying issues -- whether the Debtors required and properly incurred the DIP Loan and whether the Debtors’ CRO and counsel could ethically be engaged to represent each of the Debtors -- have already been decided by the Court in favor of the Debtors. The Ad Hoc Committee's arguments to the contrary are therefore barred by collateral estoppel, the Debtors further argued. HII Creditors' Committee Opposes The Official Committee of Unsecured Creditors of HII Technologies, Inc., assert that inter-debtor claims or disputes do not create a conflict of interest necessitating the appointment of a trustee because inter-debtor claims are exceedingly common in bankruptcy and separate estate fiduciaries is unnecessary in such situations. In fact, an appointment of a trustee would be extraordinarily destructive and unnecessarily costly and if a trustee or other fiduciary were appointed for one of the Debtors, other creditor groups would make similar demands, resulting in the 'balkanization of decision making' for all the Debtors, causing inefficiency, costs, error and delay, the Committee further assert. Ironically, however, the Committee surmised that were the Motion will be granted and the Movant's scheme be effectuated, then a conflict would arise since the "Ad Hoc Group" is hardly representative of the creditors of AES for at least four of the five members of the Ad Hoc Group are insiders, the Committee points out. The Committee complains that the Movant's real goal is to circumvent the Court's prior order approving the DIP loan for the Movant once again is arguing, as it did at the hearing on the DIP loan and has done repeatedly in its pleadings, that AES has a viable chance to reorganize without providing any evidence for such an assertion besides blanket assertions from counsel. The Movant's assertions continue to be unfounded for not only is the DIP loan the DIP has been decided and approved, but it is substantially consummated with funds being advanced pursuant to its terms on a regular basis, the Committee adds. HII Technologies, Inc. is represented by: Hugh M. Ray, III, Esq. Christopher D. Johnson, Esq. Benjamin W. Hugon, Esq. MCKOOL SMITH, P.C. 600 Travis, Suite 7000 Houston, Texas 77002 Telephone: (713) 485-7300 Facsimile: (713) 485-7344 Email: hmray@mckoolsmith.com cjohnson@mckoolsmith.com bhugon@mckoolsmith.com The Official Committee of Unsecured Creditors of HII Technologies, Inc., et al. are represented by: W. Steven Bryant, Esq. Elizabeth M. Guffy, Esq. Steven W. Golden LOCKE LORD LLP 600 Travis Street, Suite 2800 Houston, Texas 77002 Telephone: (713) 226-1489 Facsimile: (713) 229-2536 Email: sbryant@lockelord.com eguffy@lockelord.com steven.golden@lockelord.com The Ad Hoc Committee of Unsecured Creditors of Apache Energy Services, LLC is represented by: Leonard H. Simon, Esq. PENDERGRAFT & SIMON, L.L.P. The Riviana Building 2777 Allen Parkway, Suite 800 Houston, Texas 77019 Direct Line: (713) 737-8207 Direct Fax: (832) 202-2810 Email: lsimon@pendergraftsimon.com -- and -- Joan Kehlhof, Esq. WIST HOLLAND & KEHLHOF 720 North Post Oak Road, Suite 610 Houston, Texas 77024 Telephone: (713) 686-5444 Facsimile: (713) 686-0703 Email: jkehlhof@whkllp.com E-mail About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. On Sept. 29, HII Technologies appointed Power Reserve Corp., Bold Production Services LLC, and Black Gold Energy LLC to serve on its official committee of unsecured creditors. On Oct. 7, Black Gold was replaced by Worldwide Power Products LLC. HONG KONG ENTERTAINMENT: Wants to Hire Timothy H. Bellas as Counsel ------------------------------------------------------------------- Hong Kong Entertainment (Overseas) Investment, Ltd., asks authority from the U.S. Bankruptcy Court for the Northern Mariana Islands to employ Timothy H. Bellas, Esq., as counsel. Prior to the Petition Date, Mr. Bellas assisted the Debtor with the filing of the case. Mr. Bellas will render these services to the Debtor: (a) advise and represent the Debtor with respect to all matters and proceedings in the case, and prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports, and other legal papers; (b) assist the Debtor in all bankruptcy issues which may arise in the administration of the Debtor's affairs, including representation at the first meeting of creditors, evaluation of assets, negotiations with creditors, interest groups, and any Official Committee of Unsecured Creditors, verification of claims, and asset disposition; and (c) assist the Debtor with the preparation of a disclosure statement and a plan of reorganization. Mr. Bellas requested that he be allowed to submit his monthly billing statements to the Debtor and U.S. Trustee and if there is no objection that such billings be paid up to 75% of the amount of such billed fees and 100% of costs. In a declaration filed in support of the application, Mr. Bellas said he was contacted by a Hong Kong based entity known as Gain Millenia, Ltd., to provide a legal opinion about a contemplated investment transaction and how that transaction would be affected by local laws and in particular the Tinian Casino Gaming Control Act. His hourly rates range from $225 to $250 in other cases but he agreed to a $275 rate per hour because the case has already consumed a large number of his hours and will likely continue to represent a large portion of his billable time in the near future. 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. HOVENSA LLC: Has Until March 14 to File Plan -------------------------------------------- The District Court of the Virgin Islands Bankruptcy Division extended Hovensa, L.L.C.'s exclusive period to file a Chapter 11 plan until March 14, 2016, and solicit acceptances for that Plan until May 13. As previously reported by The Troubled Company Reporter, citing Bankruptcy Law360, reported that the Hess-linked oil refinery at the center of a U.S. Virgin Islands bankruptcy tangle will maintain control of its bankruptcy for a bit longer, a federal judge ruled on Jan. 4, 2015, extending Hovensa LLC's exclusivity period to March 14. Hovensa filed for bankruptcy in September, citing poor economic conditions, "intense competition," and approximately $1.3 billion in losses between 2009 and 2011, according to first-day filings. The St. Croix refinery, which processed crude oil from Venezuela and other places, is dually owned by Hess Corp. and Petroleos de Venezuela. About Hovensa Hovensa, L.L.C, owns an oil refinery and an oil storage facility business, both located on the island of St. Croix, U.S. Virgin Islands, and both of which are currently idled. The refinery and storage facilities span approximately 2,000 acres of land located on the south shore of St. Croix, including approximately 300 acres of undeveloped land to the east of the refinery and storage. Hovensa currently maintains its headquarters at 1 Estate Hope, Christiansted, St. Croix, USVI. Hovensa was formed in June 1998 and, through a series of agreements dated October 30, 1998, became a joint venture between Hess Oil Virgin Islands Corporation ("HOVIC"), a subsidiary of Hess Corporation (f/k/a Amerada Hess Corporation), and PDVSA V.I., Inc. ("PDV-VI" and together with HOVIC, the "JV Parties"), a subsidiary of Petroleos de Venezuela, S.A. ("PDVSA"), the national oil company of Venezuela. Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S. Bankruptcy Court for the District of the Virgin Islands (Bankr. D. V.I. Case No. 15-10003) on Sept. 15, 2015, with a deal to sell most of the assets. Judge Mary F. Walrath is assigned to the case. The Debtor estimated assets of $100 million to $500 million, and liabilities of more than $1 billion. The Debtors tapped Morrison & Foerster LLP as bankruptcy counsel; The Law Offices of Richard H. Dollison as local bankruptcy counsel; Alvarez & Marsal North America, LLC to provide Thomas E. Hill as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; White & Case LLP as special mergers and acquisitions counsel; and Prime Clerk LLC as claims and noticing agent and as administrative agent. The Official Committee of Unsecured Creditors tapped Dentons US LLP counsel; Hamm Eckard, LLP as its local/co-counsel; and Berkeley Research Group, LLC as its financial advisor. The Debtor's owners, HOVIC and PDV-VI, have agreed to provide DIP financing in an amount not to exceed $40 million. The DIP facility requires the Debtors to achieve certain milestones, including closing of the sale by Dec. 31, 2015. * * * Hovensa, L.L.C., has reached a deal to sell most of its assets to Limetree Bay Holdings, LLC for $220 million. The Debtor has filed a liquidating plan. HUB INTERNATIONAL: S&P Affirms 'B' Counterparty Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' long-term counterparty credit rating on HUB International Ltd. (HUB). S&P also affirmed all related issue-level and recovery ratings on the company's debt. The outlook is stable. At the same time, S&P assigned its 'CCC+' rating with a '6' recovery rating--indicating expectations of negligible recovery (0%-10%) in the event of a default--to the planned $300 million second-lien senior secured notes due 2021. "Our ratings continue to reflect HUB's fair business risk profile and highly leveraged financial risk profile," said Standard & Poor's credit analyst Joe Marinucci. Although the proposed new issuance results in weaker credit-protection measures (pro-forma debt-to-EBITDA ratio of 8.2x according to S&P's calculations as of Sept. 30, 2015), it believes HUB's sustained competitive position and improving revenue, earnings, and cash-flow generating capabilities will enable it to support an increased debt load and de-lever modestly through next year. The stable outlook on HUB reflects S&P's expectation that its established presence and acquisition-supported growth strategy will drive sustained earnings and cash-flow improvement, with organic revenue growth in the mid-single digits and adjusted EBITDA margins of more than 30%. S&P expects the company's financial profile to remain highly leveraged, with a debt-to-EBITDA ratio of 8.0x-8.5x through year-end 2016. For the same period, S&P expects funds from operations-to-debt ratio in the 6%-8% range, and EBITDA coverage of 2.0x-2.5x. S&P may lower its rating within the next 12 months if organic growth or cash-flow generation meaningfully deteriorates, indicating strained strategic execution and increased risk of an unfavorable combination of higher-than-expected financial leverage and weaker-than-expected EBITDA coverage. Specific trigger points that could lead to a downgrade include financial leverage of more than 8.5x and EBITDA coverage less than 2.0x. S&P may raise its rating in connection with improved competitive positioning, stemming from an improved business risk profile relative to peers'. Also, if the company's financial profile reflects a more-conservative and sustainable posture of financial leverage of less than 6.0x and EBITDA coverage of 3.0x-4.0x, S&P may raise its rating. ILLINOIS CORPORATE RESOURCE: Case Summary & Top Unsecured Creditor ------------------------------------------------------------------ Debtor: Illinois Corporate Resource, Inc. 11318 N. May Ave, Suite C Oklahoma City, OK 73120-5859 Case No.: 16-10244 Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Hon. Sarah A. Hall Debtor's Counsel: David B. Sisson, Esq. LAW OFFICES OF B DAVID SISSON PO Box 534 224 W. Gray, Ste 101 Norman, OK 73070-0534 Tel: (405) 447-2521 Fax: (405) 447-2552 Email: sisson@sissonlawoffice.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Janis A Edwards, president. The Debtor listed the Internal Revenue Service as its largest unsecured creditor holding a claim of $3.66 million. A copy of the petition is available for free at: http://bankrupt.com/misc/okwb16-10244.pdf IMPERIAL METALS: S&P Lowers CCR to 'CCC', Outlook Negative ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Vancouver-based Imperial Metals Corp. to 'CCC' from 'CCC+'. The outlook is negative. Standard & Poor's also revised its recovery rating on the company's senior unsecured notes to '5' from '4', which reflects S&P's view of modest (10%-30%; upper half of the range) estimated recovery in its simulated default scenario. As a result, Standard & Poor's lowered its issue-level rating on the debt to 'CCC-' from 'CCC+', one-notch below the corporate credit rating. "The downgrade primarily reflects our view that Imperial Metals' risk of default has increased from our previous expectations, following the sharp deterioration in copper prices," said Standard & Poor's credit analyst Jarrett Bilous. S&P recently revised its copper price assumption for 2016-2018, which has led to a material reduction in S&P's cash flow estimates for the company. In S&P's view, Imperial Metals has limited flexibility to withstand the impact of lower copper prices, which are currently below S&P's assumption for the year, given its weak liquidity position and high near-term interest payment requirements. In absence of an unforeseen positive development, S&P believes the company could exhaust its available liquidity and default on its debt obligations or consider a distressed exchange within 12 months. The negative outlook mainly reflects the potential for a downgrade within the next 12 months in the event that the company defaults on its debt obligations, including a distressed exchange, or if S&P believes this to be a virtual certainty. S&P could lower the rating within the next 12 months in the event that the company defaults on its debt obligations, which could include a distressed exchange, or if S&P believes a default to be a virtual certainty. In this scenario, S&P would ascribe little to no probability for further capital injections from Imperial Metals' major shareholders or other sources, or the company's ability to amend and extend its credit facilities. Although S&P views it as unlikely in the next 12 months, an upgrade could result from a material improvement in liquidity, which S&P assumes would result primarily from further capital injections from the company's major shareholders, or other financing options, in tandem with the amendment and extension of Imperial Metals' senior credit facility and materially higher cash flow mainly due to significantly higher copper prices. INTERNATIONAL SUPPLY: Gets Approval to Hire Briggs as Consultant ---------------------------------------------------------------- International Supply Co. received court approval to hire its former chief financial officer Denise Briggs as consultant nunc pro tunc to Dec. 18, 2015. The company needs a consultant to: (1) complete its monthly operating reports through the end of disbursements from the debtor-in-possession operating account; (2) complete and finalize payroll; (3) provide required information to the bankruptcy estate's accountants; and (4) respond to requests from counsel for the company and creditors. Ms. Briggs has agreed to perform her duties at the rate of $50 per hour as a Form 1099 independent contractor. 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. INTERNATIONAL SUPPLY: Gets Approval to Hire Gordon as Accountant ---------------------------------------------------------------- International Supply Co. received court approval to hire Gordon, Stockman & Waugh P.C. as its accountant. The order, issued by Judge Thomas Perkins of the U.S. Bankruptcy Court for the Central District of Illinois, allowed the company to employ the firm nunc pro tunc to Dec. 2, 2015. "The debtor is in the process of selling substantially all of its assets, which will require analysis and opinion of any tax consequences of the sale," said its lawyer Sumner Bourne, Esq., at Rafool, Bourne & Shelby P.C. in Peoria, Illinois. Gordon has agreed to assist the company at its standard hourly billing rate of $185, plus expenses. The firm is a "disinterested person" pursuant to section 101(14) of U.S. Bankruptcy Code, according to Steve Stockman, a partner account at Gordon. Gordon can be reached through: Steve Stockman Gordon, Stockman & Waugh P.C. 8726 N. Industrial Road Peoria, IL 61615 Tel: (309) 692-4030 Fax: (309) 692-4159 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. INTERNATIONAL SUPPLY: Hires David Cover as Special Attorney ----------------------------------------------------------- International Supply Co. has hired David Cover of the law firm of Cover, Evans & Fricke LLP as its special attorney. Mr. Cover was hired by the company to review and draft confidentiality agreements, according to its lawyer Sumner Bourne, Esq., at Rafool, Bourne & Shelby P.C. in Peoria, Illinois. "The debtor is in the process of marketing itself, and issuing sensitive financial information to potential purchasers," the lawyer said. "Non-disclosure and confidentiality agreements need to be reviewed or drafted by an attorney with experience in such matters." Mr. Cover will also help the company prepare documents related to a possible sale of its assets, provide legal advice and perform routine corporate legal services. Mr. Cover has agreed to represent the company at his standard hourly billing rate of $270. International Supply will also reimburse him for work-related expenses. In a declaration, Mr. Cover disclosed that he and his firm are "disinterested persons" within the scope of section 101(14) of U.S. Bankruptcy Code. Mr. Cover can be reached through: Cover, Evans & Fricke LLP Twin Towers Plaza 456 Fulton, Suite 203 Peoria, IL 61602 Tel: (309) 673-8227 Fax: (309) 673-4238 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. JHK INVESTMENTS: Ch. 11 Case Assigned to Judge Carla E. Craig ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut reassigned the Chapter 11 case of JHK Investments, LLC, from Judge Alan H.W. Shiff to Judge Carla E. Craig. JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012, estimating under $100 million in assets and more than $10 million in liabilities. Bankruptcy Judge Alan H. Shiff presides over the case. James Berman, Esq., Lawrence S. Grossman, Esq., Craig I. Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C., represent the Debtor. Westport, Connecticut-based JHK is an investment company founded by the former senior management team of United States Surgical Corporation. Founded by Leon C. Hirsch in 1963, USSC became a global medical device manufacturer with sales exceeding $1.2 billion and employing $4,000 Connecticut residents. The Debtor disclosed $38,690,639 in assets and $32,127,278 in liabilities as of the Chapter 11 filing. Following the success of USSC, Mr. Hirsch and two other senior USSC executives created JHK in order to produce and develop new markets and penetrate established markets throughout the world for high-tech medical devices. JHK owns equity in several start-up medical subsidiaries. The start-ups include Interventional Therapies, LLC, Auditory Licensing Company, LLC, Biowave Corporation, Gorham Enterprises, LLC, and American Bicycle Group, LLC. Bay City claims to be owed $31 million for funding provided to the Debtor since January 2011. The principals at JHK -- Mr. Hirsch, Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's obligations, pledged the property in Wilton, Connecticut to secure obligations under the guaranty, and pledged all equity interests of JHK. In March 2012, Eleuthera, in its capacity as administrative agent for Bay City, declared an event of default as a result of the passage of the maturity date and the failure to pay the entire amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera purported to exercise the pledge agreements insofar as they purported to register the Principals' interest in JHK in the name of Eleuthera, as nominee for Bay City, and purported to reserve their right to exercise voting rights in JHK. JOE'S JEANS: Launches Differential Brands Group ----------------------------------------------- Joe's Jeans, Inc., completed a merger combining Hudson Jeans and Robert Graham, pursuant to an Agreement and Plan of Merger dated Sept. 8, 2015. Concurrent with the closing of the transaction, the Company has been renamed Differential Brands Group Inc. and will remain publicly listed on NASDAQ under the ticker DFBG. The name change signifies the transformation of the standalone Hudson Jeans and Robert Graham businesses into a unified consumer platform. The strategic combination of Hudson Jeans and Robert Graham will serve as the initial foundation for Differential, which will focus on organically growing its owned brands through a global, omni-channel distribution strategy across premium wholesale channels, direct-to-consumer retail stores and e-commerce, while seeking opportunities to acquire accretive, complementary, premium brands. Michael Buckley, current chief executive officer of Robert Graham, who has previous public company leadership experience at True Religion, in addition to experience at Diesel and Ben Sherman, will lead Differential as chief executive officer. Mr. Buckley stated, "I believe Differential is uniquely positioned to become one of the foremost premium omni-channel brand platforms in the world, and I am thrilled with the opportunity to lead the company as Chief Executive Officer and to work closely with the Board of Directors and Tengram Capital Partners in the years to come." Mr. Sweedler, co-founder and managing partner of Tengram Capital Partners, added, "Tengram is thrilled to sponsor this unique transaction and to have the opportunity to create a new transformative public platform focused on wholesale operating companies with strong brands that possess the potential to grow through global omni-channel distribution." Mr. Sweedler further added, "We believe Differential fills a void in the U.S. public market landscape by focusing exclusively on brands that develop products for consumers shopping at premium retailers. Additionally, we believe that Differential will be able to offer retail customers a unique, one-stop resource for their diverse in-store brand needs. Our playbook calls for Differential to build its existing brands organically and for the company to pursue complementary acquisitions with strong accretion metrics both financially and operationally." About Joe's Jeans Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces and sells apparel and apparel-related products to the retail and premium markets under the Joe's(R) brand and related trademarks. As of Aug. 31, 2015, the Company had $172 million in total assets, $149 million in total liabilities and $22.6 million in total stockholders' equity. In its audit report on the consolidated financial statements for the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has a net working capital deficiency due to debt covenant violations and has suffered recurring losses from operations. The Company reported a net loss of $27.7 million on $189 million of net sales for the fiscal year ended Nov. 30, 2014, compared with a net loss of $7.31 million on $140 million of net sales in 2013. KEMET CORP: Rama Marda Reports 5.9% Equity Stake as of Dec. 31 -------------------------------------------------------------- Rama S Marda disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2015, it beneficially owns 2,721,860 shares of common stock of Kemet Corporation representing 5.95 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/p3TPpm About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." As of Dec. 31, 2015, the Company had $706.97 million in total assets, $582.56 million in total liabilities and $124.41 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. KEMET CORP: Reports Preliminary Fiscal 2016 Q3 Quarterly Results ---------------------------------------------------------------- KEMET Corporation reported a net loss of $8.60 million on $177.18 million of net sales for the quarter ended Dec. 31, 2015, compared to net income of $2.91 million on $201.31 million of net sales for the quarter ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $706.97 million in total assets, $582.56 million in total liabilities and $124.41 million in total stockholders' equity. "Even though the distribution channel continued its inventory correction our OEM and EMS channels remained steady with our adjusted gross margin continuing strong this quarter at 22.2%," stated Per Loof, KEMET's chief executive officer. "We believe the distributor inventory correction is over as bookings are up early this quarter compared to the same time last quarter. Longer term demand will be driven by market innovation by the key customers we serve and we are well positioned to provide creative solutions across multiple end markets with a cost structure that will provide increasing value to our shareholders," continued Loof. A full-text copy of the press release is available for free at: http://is.gd/4ocfPP About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. KEMET CORP: Tocqueville Asset Holds 6.5% Stake as of Dec. 31 ------------------------------------------------------------ Tocqueville Asset Management L.P. reported in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2015, it beneficially owns 2,970,000 shares of common stock of Kemet Corp representing 6.49 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/yeJaUb About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." As of Sept. 30, 2015, the Company had $739 million in total assets, $609 million in total liabilities, and $130 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. KOPPERS INC: S&P Lowers CCR to 'B' on Weaker Operating Results -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Pittsburgh-based Koppers Inc. and Koppers Holdings Inc. to 'B' from 'B+'. The outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's senior secured debt, including its $500 million senior secured revolving credit facility, $300 million term loan A, and $300 million ratably secured notes due 2019, to 'B+' from 'BB-'. The recovery rating remains '2', indicating S&P's expectations for substantial (lower end of the 70% to 90% range) recovery in the event of a payment default. "The downgrade reflects our expectation that the company's 2015 and 2016 EBITDA and credit measures will be moderately weaker than we had previously forecast," said Standard & Poor's credit analyst Brian Garcia. "As a result, we now view the company's liquidity position to be less than adequate, with EBITDA cushion under its covenants below 15% over the next 12 months," he added. Koppers Inc. is a producer of carbon materials and chemicals, performance chemicals, and railroad and utilities products and services. S&P assess the company's business profile as fair and its financial risk profile as aggressive. S&P views liquidity as less than adequate. The stable outlook reflects S&P's belief that the relatively steady earnings generated by the performance chemicals and RUPS segments will impart some stability to the company's operating results. S&P's base case projects that stability in these two segments should help offset anticipated continued weakness in the more volatile CM&C segment. S&P anticipates that over the next year the company will focus on using free cash flow to reduce debt. S&P expects the company to have less-than-adequate liquidity, with covenant headroom of less than 15% over the next year. At the current rating, S&P would expect the company to maintain credit measures at the lower end of the aggressive financial risk profile, including weighted average FFO to debt of 12% to 15% (pro forma for acquisitions). S&P could lower the ratings in the next 12 months if liquidity deteriorates such that S&P considers it weak or it appears that the company could not successfully negotiate covenant relief if needed. S&P could consider a downgrade if the CM&C segment has a larger-than-expected decline in 2016 EBITDA, partially due to continually depressed oil prices. S&P could consider a downgrade if it expects FFO to debt to drop below 12% on a weighted average basis (pro forma for acquisitions). "We could raise the ratings in the next 12 months if we think that the company will maintain adequate liquidity, including building and maintaining at least a 15% EBITDA cushion under its financial covenants. This could be a result of improved EBITDA above our current expectations combined with greater than expected debt repayment or an amendment to the company's covenants. We could also consider a one-notch upgrade if we anticipate that the company could maintain FFO to debt in the higher end of the aggressive band, at consistently above 15% (pro forma for acquisitions)," S&P said. LARRY MILLER: 5th Cir. Reverses Ruling Releasing FLSA Claim ----------------------------------------------------------- Plaintiff-Appellant Jose Hernandez filed a claim for unpaid overtime wages in violation of the Fair Labor Standards Act against Defendants-Appellees Larry Miller Roofing, Inc., and Larry Miller individually. The district court stayed the action when LMRI filed a Suggestion of Bankruptcy. LMRI filed a reorganization plan with the bankruptcy court, and Hernandez voted to accept the plan. In accordance with the plan, Hernandez received 30% of his FLSA claim for unpaid wages. Following the confirmation of LMRI's reorganization plan by the bankruptcy court, the district court reopened Hernandez's FLSA case against Miller individually. The court granted summary judgment to Miller on the FLSA claim, reasoning that LMRI's reorganization plan released Hernandez's FLSA claim against both LMRI and Miller. In a Decision dated January 6, 2016, which is available at http://is.gd/H8aPGBfrom Leagle.com, the United States Court of Appeals for the Fifth Circuit reversed the judgment of the district court and remanded the case for further proceedings consistent with how the court interprets LMRI's reorganization plan as releasing only Hernandez's FLSA claim against LMRI. The case is JOSE E. HERNANDEZ, and all others similarly situated under 29 U.S.C. 216(b), Plaintiff-Appellant, v. LARRY MILLER ROOFING, INCORPORATED; LARRY MILLER, Defendants-Appellees, No. 15-10287. LEONARDO ACQUISITION: S&P Withdraws 'B' Corp. Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on contact lens provider Leonardo Acquisition Corp (d/b/a 1-800 Contacts), including the 'B' corporate credit rating, following the completion of CNT Holdings III Corp.'s acquisition of the company. 1-800 Contact's is now wholly owned by CNT, and all of its previously rated debt has been repaid. LEXARIA CORP: Signs Distribution Agreement with Telluride Coffee ---------------------------------------------------------------- Lexaria, Corp. has signed a sales distribution agreement with Telluride Coffee Roasters, LLC. TCR is a wholesale coffee roasting company in business since 1991 creating European style, slow roasted coffees shipped fresh to coffeehouses, grocery stores and individuals around the country. TCR's principals bring over 45 years' combined experience in coffee growing, importing, classifying and roasting assuring retail outlets they are purchasing only the finest coffees and teas. TCR currently distributes its handmade coffee products at several dozen locations throughout Colorado and beyond. Sales efforts of ViPova and Lexaria Products have already commenced at Colorado grocery stores, coffee shops, dispensaries, and other retail outlets. Distribution through TCR marks Lexaria and ViPova's first-ever distribution efforts into mainstream stores, and adheres to the Company's plans of seeking broader channel distribution throughout 2016. Tom Ihrke, president of ViPova said, "Residents of a state like Colorado are well aware of the wellness benefits of hemp and its non-psychoactive properties. We have every reason to expect Telluride will have great success selling our products throughout their network." Throughout 2016, Lexaria plans further distribution of its products within some of the hundreds of thousands of appropriate existing retail outlets in channels such as coffee shops, convenience stores, pharmacies, fitness clubs, and more. ViPova products are also available at www.vipova.com. About Lexaria Lexaria Corp. was formed under the laws of the State of Nevada and commenced operations on Dec. 9, 2004. The Company is an independent natural gas and oil company engaged in the exploration, development and acquisition of oil and gas properties in the United States and Canada. The Company's entry into the oil and gas business began on Feb. 3, 2005. The Company has offices in Vancouver and Kelowna, BC, Canada. Lexaria's shares are quoted in the USA under the symbol LXRP and in Canada under the symbol LXX. The Company reported a net loss of $459,000 for the three months ended Feb. 28, 2015, compared with a net loss of $126,000 for the same period in 2013. The Company's balance sheet at May 31, 2015, showed $1.2 million in total assets, $62,604 in total liabilities, and stockholders' equity of $1.14 million. "The Company has a net loss of $1,254,670 for the nine months ended May 31, 2015 (May 31, 2014: $639,936) and at May 31, 2015 had a deficit accumulated since its inception of $9,570,059 (August 31, 2014: $8,315,389). The Company has working capital surplus of $1,095,293 as at May 31, 2015 (August 31, 2014 working capital surplus: $1,649,436). The Company requires additional funds to maintain its existing operations and developments. These conditions raise substantial doubt about our Company's ability to continue as a going concern," according to the Form 10-Q report for the period ended May 31, 2015. MANITOWOC FOODSERVICE: Moody's Assigns B2 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned initial ratings to Manitowoc Foodservice, Inc., including the Corporate Family Rating ("CFR") of B2 and Probability of Default Rating ("PDR") of B2-PD. Concurrently, Moody's assigned B1 ratings to Foodservice's proposed $250 million 5-year revolving credit facility and proposed first-lien $975 million 7-year senior secured term loan B. Moody's also assigned the Speculative Grade Liquidity rating at SGL-2. The rating outlook is stable. MTW Foodservice Escrow Corp ("Escrow Corp.") proposed $425 million senior unsecured notes were rated Caa1. Escrow Corp. is expected to be merged into Foodservice upon the funding and consummation of the spin-off transaction as Manitowoc Foodservice, Inc. will be the issuer going forward (per the offering circular). Proceeds from the proposed debt facilities will fund a dividend of approximately $1.4 billion to The Manitowoc Company, Inc. ("Manitowoc") as compensation for the Foodservice spin-off and fund its initial cash balance, financing fees and expenses. The transaction is expected to close in the first half of 2016. Moody's assigned the following ratings: Manitowoc Foodservice, Inc. : Corporate Family Rating, B2; Probability of Default Rating, B2-PD; Proposed 5-year revolving credit facility, B1 (LGD3); Proposed 7-year Term Loan B, B1 (LGD 3); Speculative Grade Liquidity Rating, SGL-2. The outlook is stable. MTW Foodservice Escrow Corp: Proposed 8-yr Senior Unsecured Notes, Caa1 (LGD5) RATINGS RATIONALE The B2 CFR reflects Moody's expectation for weak demand growth in Foodservice's end market of commercial kitchen equipment, which is likely to remain challenging into 2017. This is anticipated to result in continued lackluster organic revenue growth. Initial financial leverage is high given this business profile. Pro forma for the debt to fund the dividend to The Manitowoc Company, Inc. (the Cranes business), Foodservice is expected to have debt / EBITDA of over 6 times and moderate interest coverage (EBITA / Interest) of 1.9 times as of the last twelve months ended December 31, 2015 (all numbers inclusive of Moody's standard adjustments). The B2 is predicated on the expectation that Foodservice will improve its EBITDA and margins by managing pricing and achieving cost efficiencies, and maintain adequate room under its financial covenants, which tighten through December 2018. Higher EBITDA going forward should enable deleveraging by debt reduction. Moody's believes Foodservice will have good liquidity, indicated by the SGL-2 rating, driven primarily by the expectation of at least $90 million of free cash flow over the next year, and a $250 million revolving credit facility expected to be largely unused. The stable ratings outlook reflects Moody's expectations for flat to lackluster revenue growth in 2016 and the right sizing of the company's operations to improve EBITDA margins and reduce leverage from current levels, particularly in the anticipated challenging global macroeconomic and business environment. The ratings and/or outlook could be downgraded if Moody's expects debt/EBITDA to remain above 6 times or a marked deterioration in EBIT /Interest coverage approaching 1.25x. Similarly, a material decline in revenue, EBITDA margin erosion or a sustained weakening in free cash flow or liquidity could adversely affect the ratings. Inability to continue the cost reductions to steadily boost margins or to improve pricing could also pressure the ratings. A sustained increase in revenues, coupled with significant improvement in margins from cost savings and higher manufacturing capacity utilization and debt/EBITDA approaching 4.5x, could lead to an upgrade. Manitowoc Foodservice, Inc. is a global manufacturer and designer of commercial foodservice equipment, including refrigeration, ice-making, cooking, and beverage dispensing products for use in commercial food preparation applications. Pro-forma revenues were approximately $1.5Bn for the last twelve months ended September 2015. MARION AVENUE: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Marion Avenue Management LLC 507 West 186th Street New York, NY 10033 Case No.: 16-10213 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtor's Counsel: Ted Donovan, Jr. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-221-5700 Fax: 212-422-6836 Email: TDonovan@GWFGlaw.com - and - Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-221-5700 Fax: 212-422-6836 Email: knash@GWFGlaw.com Total Assets: $2.01 million Total Liabilities: $554,169 The petition was signed by Sion Sohayegh, manager. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-10213.pdf MISSOURI CORPORATE RESOURCE: Case Summary & Top Unsecured Creditor ------------------------------------------------------------------ Debtor: Missouri Corporate Resource, Inc. 11318 N. May Ave, Suite C Oklahoma City, OK 73120-5859 Case No.: 16-10247 Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Hon. Sarah A. Hall Debtor's Counsel: David B. Sisson, Esq. LAW OFFICES OF B DAVID SISSON PO Box 534 224 W. Gray, Ste 101 Norman, OK 73070-0534 Tel: (405) 447-2521 Fax: (405) 447-2552 Email: sisson@sissonlawoffice.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Janis A Edwards, president. The Debtor listed the Internal Revenue Service as its largest unsecured creditor holding a claim of $1.88 million. A copy of the petition is available for free at: http://bankrupt.com/misc/okwb16-10247.pdf MMM HOLDINGS: S&P Assigns 'B-' LT Counterparty Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'B-' local-currency, long-term counterparty credit rating to MMM Holdings Inc. S&P also have a 'B-' foreign-currency long-term counterparty credit rating on MMM Holdings Inc. The outlook is negative. "We are correcting our rating on MMM Holdings Inc. by assigning the local-currency counterparty credit rating. We previously incorrectly only had a 'B-' foreign-currency counterparty credit rating on MMM Holdings Inc.," said Standard & Poor's credit analyst James Sung. The outlook is negative. The negative outlook reflects the potential for a downgrade to the 'CCC' category during the next 12 months if the company cannot sustain its earnings stabilization, and if this increases the refinancing risk regarding its term loan, which effectively matures in March 31, 2017 (or up to June 30, 2017, with extensions). If it appears likely that the company will be unable to refinance its debt and default is inevitable, S&P will downgrade the rating to 'CC'. An upgrade during the next 12 months is unlikely. However, S&P would consider affirming the current ratings if the company meets our expectations for operating performance in 2016-2017 and positions itself for a successful refinancing or strategic alternative. MODULAR SPACE: S&P Puts 'B-' CCR on CreditWatch Negative -------------------------------------------------------- Standard & Poor's Ratings Services said that it has placed all of its ratings on Berwyn, Pa.-based Modular Space Corp., including S&P's 'B-' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch placement reflects our expectation that the upcoming maturity of Modular Space's revolver may affect its ability to fund its near-term obligations and overall liquidity position," said Standard & Poor's credit analyst Tatiana Kleiman. "It also incorporates our view that Modular Space's credit metrics could remain weak because of foreign-exchange losses (caused by the relative strength of the U.S. dollar compared to the Canadian dollar), continued softness in the company's domestic markets, and declining oil prices." S&P will resolve the CreditWatch after it has further information about the company's refinancing plans. MOLYCORP INC: Panel Hires Boies Schiller as Conflicts Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Molycorp, Inc., et al., seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Boies, Schiller & Flexner LLP as special conflicts counsel for the Committee effective November 13, 2015. The Committee requires Boies Schiller to: (a) serve as lead trial counsel in prosecuting the Proposed Committee Complaint; (b) represent the Committee as special conflicts counsel in hearings and other judicial proceedings with regard to the merits of the Committee Litigation; (c) consult with the Committee, the Debtors, Oaktree, any other potential defendants with respect to the Proposed Committee Complaint, and the U.S. Trustee concerning the Committee Litigation; (d) represent the Committee as special conflicts counsel with respect to any objections to Oaktree's claims against the Debtors; and (e) in each of cases (a) through (d) in a manner that avoids unnecessary duplication of the work of any other advisor to the Committee. Boies Schiller will be paid at these hourly rates: Karen Dyer $990 Robin Henry $1,150 Hamish Hume $1,090 Scott Gant $990 George Coe $720 Miguel Lopez $610 Colin Quinlan $490 Jennifer Edward $250 Rita Vanbeuren $220 Partners $780-$1,500 Counsel $720-$1,180 Associates $490-$790 Paraprofessionals $200-$330 Boies Schiller will also be reimbursed for reasonable out-of-pocket expenses incurred. Karen C. Dyer, partner of Boies Schiller, 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. Boies Schiller provides the following statement regarding the U.S. Trustee Guidelines: -- Boies Schiller is agreeable to reducing its standard photocopy charge from $0.20 per page to $0.10 per page in accordance with the Local Rules. Otherwise Boies Schiller has not agreed to any variations from its standard or customary billing arrangements for services in these Chapter 11 cases. -- The Committee and Boies Schiller expect to work together to develop a budget and staffing plan for the period from November 13, 2015 through March 31, 2016. Desai Eggman can be reached at: Karen C. Dyer, Esq. BOIES SCHILLER & FLEXNER LLP 121 South Orange Avenue, Ste. 840 Orlando, FL 32801 Tel: (407) 245-8793 Fax: (407) 425-7047 E-mail: kdyer@bsfllp.com 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: Obtains $600,000 From Private Placement ------------------------------------------------------ Monaker Group, Inc. closed an offering of an aggregate of 240,000 units to Donald P. Monaco Insurance Trust, an accredited investor, at a price per unit of $2.50 with each Unit consisting of (i) one (1) share of the Company's common stock, par value $0.00001 per share, and (ii) one (1) warrant to acquire one share of Common Stock at an exercise price of $1.50 per share, for aggregate cash proceeds of $600,000. Donald P. Monaco, a member of the Company's Board of Directors, is the trustee of the Monaco Insurance Trust. The Warrants issued in the Offering expire on Jan. 21, 2017, may be exercised on a cashless basis, and contain certain anti-dilution protection provisions, including those that are triggered upon the payment by the Company of a stock dividend, if the Company subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares, or if the Company combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, including without limitation, to purchase assets to enhance the Company's strategy. 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. MORGANS HOTEL: FelCor to Sell Royalton and Morgans Hotels --------------------------------------------------------- Morgans Hotel Group Management LLC entered into amendments to each of the hotel management agreements relating to Royalton hotel and Morgans hotel, both owned by affiliates of FelCor Lodging Trust Incorporated. In connection with FelCor's potential sale of each of Royalton and Morgans, Morgans and FelCor agreed to allow FelCor to sell the hotels unencumbered by the current hotel management agreements. Under each of the amendments, FelCor has the right to terminate the hotel management agreements at any time upon at least 30 days' prior written notice in exchange for paying Morgans $3.5 million for each of the hotels upon a termination of each agreement (for a total of $7.0 million). FelCor has stated that it expects that Morgans will continue to manage the hotels for FelCor until they are sold. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported a net loss attributable to common stockholders of $66.6 million on $235 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $58.5 million on $236 million of total revenues during the prior year. As of Sept. 30, 2015, the Company had $515 million in total assets, $774 million in total liabilities and a $259 million total deficit. NORTHWEST BARS: Files Ch 11 Bankr. Petition for Katie Mullen's -------------------------------------------------------------- Alicia Wallace at The Denver Post reports that Northwest Bars Inc. has filed for Chapter 11 bankruptcy protection for the downtown location, Katie Mullen's Irish Restaurant & Pub, estimating its assets and debts at between $100,001 and $500,000. Court documents show that Katie Mullen's has fewer than 50 creditors. The filing pertains only to the downtown location, as its sister pubs Wee Katie's Irish Restaurant and Pub in Lower Highland and Katie Eile's Restaurant & Pub in Westminster are independently owned, The Denver Post relates, citing Paul Maye, the Company's owner. "We opened up in the worst of times, when conventional banking was not available," the report quoted Mr. Maye as saying. According to Amy DiPierro at BusinessDen, the restaurant has faced increased competition as the Denver market grows. The restructuring will not affect day-to-day business at the pub, BusinessDen states, citing Mr. Maye. The Law Office of David M. Serafin is representing the Company, BusinessDen reports. Katie Mullen's Irish Restaurant & Pub opened in the Sheraton Denver Downtown Hotel six years ago. OMNICOMM SYSTEMS: Guus Kesteren Reports 3.2% Stake as of Dec. 31 ---------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Guus van Kesteren disclosed that as of Dec. 31, 2015, it beneficially owns 4,147,410 shares of common stock of Omnicomm Systems, Inc., representing 3.2 percent of the shares oustanding. A copy of the regulatory filing is available for free at: http://is.gd/BWhtrG About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare technology company that provides Web-based electronic data capture ("EDC") solutions and related value-added services to pharmaceutical and biotech companies, clinical research organizations, and other clinical trial sponsors principally located in the United States and Europe. OmniComm Systems reported a net loss attributable to common stockholders of $4.66 million on $16.5 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to common stockholders of $3.36 million on $14.3 million of total revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $6.79 million in total assets, $37.90 million in total liabilities and a total shareholders' deficit of $31.11 million. Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has experienced net losses and negative cash flows and has utilized debt and equity financing to satisfy the Company's capital requirements. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors noted. PERFORMANCE SPORTS: S&P Lowers CCR to 'B-' on Weak Profitability ---------------------------------------------------------------- Standard & Poor's Ratings lowered its corporate credit rating on Exeter, N.H.-based Performance Sports Group Ltd. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered the issue-level rating on PSG's $450 million term loan due 2021 to 'B-' from 'B'. The recovery rating remains unchanged at '3', indicating S&P's anticipation of meaningful (50% to 70% recovery, in the upper half of the range) in the event of a payment default. "The rating action reflects our expectation that profitability and credit metrics will remain weak as a result of lower sales," said Standard & Poor's credit analyst Beverly Correa. "These lower sales result from a strengthened U.S. dollar, weakened global economic growth in its key international hockey markets, including Russia, and continued competitive challenges within the sector," Ms. Correa added. The stable outlook reflects S&P's expectation that the company will keep credit protection measures near its forecast levels, maintain adequate liquidity, and generate positive FOCF. PLEASE TOUCH MUSEUM: Gets Interim Approval to Use Cash Collateral ----------------------------------------------------------------- Please Touch Museum received interim approval to use the cash collateral of U.S. Bank, National Association. U.S. Bankruptcy Judge Jean FitzSimon allowed Please Touch Museum to use the cash collateral of its secured lender starting Jan. 27 and until the next order is issued by the judge. This is the fifth interim order issued by the bankruptcy judge. Last month, Judge FitzSimon allowed Please Touch Museum to use the cash collateral from Dec. 23 to Jan. 27, court filings show. A copy of the Jan. 27 order is available without charge at http://is.gd/SeNqTy About Please Touch Museum Please Touch Museum operates a children's museum known as the Please Touch Museum located at Memorial Hall in the Fairmount Park section of Philadelphia. It generates its revenues through a combination of sales of memberships and tickets to the Museum, event revenue, endowment income, and charitable contributions. Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 15-16558) on Sept. 11, 2015. The petition was signed by Lynn McMaster, the president and chief executive officer. Judge Jean K. FitzSimon is assigned to the case. The Debtor disclosed total assets of $16,244,356 and total liabilities of $63,513,617. Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC is the Debtor's tax advisor and auditor. Rust Consulting/Omni Bankruptcy is the Debtor's claims, notice and solicitation agent. PLUG POWER: BlackRock Reports 5.4% Equity Stake as of Dec. 31 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 9,675,953 shares of common stock of Plug Power Inc. representing 5.4 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/kiLs1t About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. Plug Power reported a net loss attributable to common shareholders of $88.6 million on $64.2 million of total revenue for the year ended Dec. 31, 2014, compared to a net loss attributable to common shareholders of $62.8 million on $26.6 million of total revenue for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $205 million in total assets, $54.8 million in total liabilities, $1.15 million in Series C redeemable convertible preferred stock and $149 million in total stockholders' equity. POSITIVEID CORP: Signs $2.1 Million Subscription Agreement ---------------------------------------------------------- PositiveID Corporation closed a financing transaction by entering into a Securities Purchase Agreement dated Jan. 28, 2016, with Dominion Capital LLC for an aggregate subscription amount of $2,100,000. Pursuant to the Securities Purchase Agreement, the Company will issue a series of 4% Original Issue Discount Senior Secured Convertible Promissory Notes to the Purchaser. The Purchase Price will be paid in six equal monthly tranches of $350,000. Each individual Note will be issued upon payment and will be amortized beginning six months after issuance, with amortization payments being 1/24th of the principal and accrued interest, made in cash or common stock at the option of the Company, on a semi-monthly basis, subject to certain conditions and limitations contained in the Securities Purchase Agreement. The amortization payments will begin on the 15th day of the month immediately following the six-month anniversary of the Closing Date. The Company also reimbursed the Purchaser $30,000 for legal fees and transaction expenses from the proceeds of the first tranche. The use of proceeds from this financing is intended for general working capital including development of Firefly Dx. The total principal amount of the Notes is issued with a 4% original issue discount whereby the aggregate Principal Amount of the Notes is $2,187,500, with an aggregate net purchase price of $2,100,000. Each Note accrues interest at a rate equal to 12% per annum (interest is guaranteed for the first 12 months) and the initial note has a maturity date of July 15, 2017. Each Note is convertible any time after its issuance date. The Purchaser has the right to convert any or all of the Notes into shares of the Company's common stock at a fixed conversion price equal to $0.022 (which was a 22% premium to the closing bid price of the Company's common stock on Jan. 27, 2016), subject to adjustment as described in the Notes. The Notes can be prepaid at any time upon five days' notice to the Holder by paying an amount in cash equal to the outstanding principal and interest, and a 20% premium. In connection with the Company's obligations under the Notes, the Company entered into a Security Agreement with the Purchaser, pursuant to which the Company granted a lien on all assets of the Company, subject to existing security interests, for the benefit of the Purchaser, to secure the Company's obligations under the Notes. In the event of a default as defined in the Notes, the Purchaser may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral, or sell, lease or dispose of the Collateral. The Company engaged Aegis Capital Corp. as placement agent for this offering, and issued to Aegis a placement agent warrant to purchase an aggregate of 1,150,000 shares of common stock at an exercise price set at a 25% premium to the Purchaser's conversion price as of the Closing Date as a component of their commission. The Company also will pay a fee of 8% of the gross cash proceeds from the Purchase Price. About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $8.22 million on $945,000 of revenue for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $13.33 million on $0 of revenue for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $1.04 million in total assets, $10.86 million in total liabilities and a $9.82 million total stockholders' deficit. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company reported a net loss, and used cash for operating activities of approximately $7.19 million and $2.57 million respectively, in 2014. At Dec. 31, 2014, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of approximately $8.076 million, $8.45 million and $133 million, respectively. PREMIERE GLOBAL: S&P Assigns 'B' CCR & Rates $50MM Revolver 'B' --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Atlanta-based Premiere Global Services Inc. (PGI). The outlook is negative. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's $50 million first-lien revolver maturing 2020 and its $550 million first-lien term loan maturing 2021. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery in the event of a payment default. "The ratings on PGI reflect the company's middle-tier position within the highly competitive and fragmented audio conferencing market," said Standard & Poor's credit analyst Kenneth Fleming. The ratings also reflect pro forma leverage in the high-6x to low-7x area as of Sept. 30, 2015, which S&P expects to decline to the low-6x area by Dec. 31, 2016. Over the coming year, S&P expects that the company will realize a portion of its planned cost reductions, thus improving EBITDA margins and reducing leverage. The ratings are consistent with our assessments of the company's "weak" business risk profile and "highly leveraged" financial risk profile. The negative outlook reflects the high leverage post-transaction and the risk of unplanned business disruption from the company's cost restructuring activities. S&P could lower the rating on PGI if the audio conferencing segment contracts at a faster than expected pace, or if disruption from restructuring activities causes market share loss, resulting in leverage sustained above 7x. S&P could revise the outlook to stable if the company can maintain its market share while implementing material cost reductions such that it records sustained leverage below 6.5x. PRESCOTT VALLEY: Has Until March 11 to Decide on Unexpired Leases ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona extended until March 11, 2016, the deadline by which Prescott Valley Events Center, LLC, must assume or reject the unexpired leases of non-residential real property under which the Debtor is the lessee, licensee, or occupant. Specifically, the Debtor seeks an order extending the deadline by which it must assume or reject (1) the Lease Agreement with Entertainment Center Community Facilities District as lessor, and the Debtor as lessee, dated Dec. 21, 2006; and (2) the Prescott Valley Event Center Parking Access Agreement with Prescott Valley Signature Entertainment, L.L.C., and the Debtor dated Oct. 2, 2006. About Prescott Valley Events Center Prescott Valley Events Center, LLC, was formed in 2005 to construct and operate a multi-purpose sports and entertainment arena known as the Prescott Valley Events Center in Prescott Valley, Arizona. The Center opened in 2006 and plays host to concerts, community events, trades shows, and sporting events, including several high school championships. Until 2014, the Center served as the home of the Arizona Sundogs (CHL) ice hockey team. The Center's seating capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for basketball. The original members of PVEC were Prescott Valley Signature Entertainment, LLC, and Global Entertainment Corporation, which each owned 50 percent of the membership interests in PVEC. PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr. D. Ariz. Case No. 15-10356) on Aug. 14, 2015. The case is assigned to Judge Madeleine C. Wanslee. The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny, Esq., at Dickinson Wright PLLC, in Phoenix, as counsel. The Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in debt. PRIME GOLD: Incurs $1.59 Million Net Loss in Fiscal 2015 -------------------------------------------------------- Prime Gold Capital Group Incorporated filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.59 million on $1.91 million of net total revenues for the year ended Oct. 31, 2015, compared to a net loss of $1.33 million on $2.30 million of net total revenues for the year ended Oct. 31, 2014. As of Oct. 31, 2015, the Company had $47.08 million in total assets, $18.44 million in total liabilities and $28.63 million in total equity. Crowe Horwath (HK) CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Oct. 31, 2015. All these factors raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/BRHiFG About Prime Global Prime Global Capital Group Incorporated (formerly Home Touch Holding Company) was incorporated in the State of Nevada on Jan. 26, 2009. On Jan. 25, 2011, the Company changed its name to Prime Global Capital Group Incorporated. Currently, the Company, through its subsidiaries, is principally engaged in the operation of a durian plantation, leasing and development of the operation of a oil palm plantation, commercial and residential real estate properties in Malaysia. QUICKSILVER RESOURCES: Second Lien Creditors Have Perfected Liens ----------------------------------------------------------------- Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware concluded that the Second Lien Parties have liens on all of Quicksilver Resources, Inc.'s real property interests located in Texas, and that those liens are perfected in the seven counties in which mortgages are recorded. On November 9, 2015, the Official Committee of Unsecured Creditors initiated an adversary proceeding by filing its 19-count Complaint for Declaratory Judgment and for Related Relief and Objection to Claims against the Second Lien Parties, seeking separate declaratory judgments regarding various categories of collateral, avoidance of unperfected liens and security interests, and relief under sections 506(c) and 552(b)(1) of the Bankruptcy Code. On June 21, 2013, Quicksilver and certain of its direct and indirect subsidiaries entered into that certain Second Lien Credit Agreement, which made available to Quicksilver a $625 million second lien term loan. On the same day, Quicksilver also issued that certain second lien senior secured floating rate notes due 2019 indenture, as well as that certain Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement. The Committee argued that Section 2.01 of the mortgages grant liens only on the oil and gas properties that are specifically listed on each Exhibit A to the accompanying mortgages. Because the real property interests are not included in Exhibit A, the Committee concluded that Section 2.01 does not grant a lien on those interests. Alternatively, the Committee also argued that the mortgages do not satisfy the Texas statute of frauds because the disputed real property interests are not listed on any Exhibit A, and thus, the liens are subject to avoidance. The Second Lien Parties argued that subsections (a) and (e) in Section 2.01 both grant a lien on the disputed real property interests. Judge Silverstein found that Subsection (a) does not grant a lien on the disputed real property interests. However, the judge agreed with the Second Lien parties in finding that subsection (e) grants a blanket lien on all real property interests in Texas, including the disputed real property interests, and that the said subsection satisfied the statute of frauds as to those real estate interests within Texas. Finally, Judge Silverstein concluded that the Second Lien Parties hold perfected liens on all of Quicksilver's real property interests located in seven counties in Texas. The adversary proceeding is THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, on behalf of the Debtors' estates, Plaintiff, v. THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as indenture trustee under that certain Indenture dated June 21, 2013 and as Second Lien Agent under that certain Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated June 21, 2013; CREDIT SUISSE AG, as administrative agent under that certain Second Lien Credit Agreement dated June 21, 2013; and LINDA DAUGHERTY, as trustee under that certain Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated June 21, 2013; and JOHN DOES 1-1,000, Adv. Pro. No. 15-51896 (LSS) (Bankr. D. Del.). The case is In re: QUICKSILVER RESOURCES INC., et al., Chapter 11, Case No. 15-10585 (LSS)(Bankr. D. Del.). A full-text copy of Judge Silverstein's January 8, 2016, opinion is available at http://is.gd/jsTFn8from Leagle.com. Quicksilver Resources Inc. is represented by: Joel Byron Bailey, Esq. Maurice L. Brimmage, Jr., Esq. Sarah J. Crow, Esq. Charles R. Gibbs, Esq. Lacy M. Lawrence, Esq. Sarah Link Schultz, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue Suite 4100 Dallas, TX 75201-4624 Tel: (214)969-2800 Fax: (214)969-4343 Email: jbailey@akingump.com mbrimmage@akingump.com sjcrow@akingump.com cgibbs@akingump.com llawrence@akingump.com sschultz@akingump.com -- and -- Ashleigh L. Blaylock, Esq. Kevin M. Eide, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 Tel: (202)887-4000 Fax: (202)887-4288 Email: blaylock@akingump.com keide@akingump.com -- and -- Rachel Layne Biblo, Esq. Paul N. Heath, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302)651-7700 Fax: (302)651-7701 Email: biblo@rlf.com heath@rlf.com steele@rlf.com United States Trustee, U.S. Trustee, is represented by: Jane M. Leamy, Esq. OFFICE OF THE U.S. TRUSTEE 844 King Street Suite 2207 Lockbox 35 Wilmington, DE 19801 Tel: (302)573-6491 Fax: (302)573-6497 Garden City Group, LLC, Claims Agent, is represented by: Angela Ferrante, Esq. Karen Beth Shaer, Esq. THE GARDEN CITY GROUP, LLC. 1985 Marcus Ave. Lake Success, NY 11042 Tel: (800)327-3664 Email: angela.ferrante@gardencitygroup.com OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee, is represented by: Richard Scott Cobb, Esq. Travis J. Ferguson, Esq. Matthew B. McGuire, Esq. Joseph D. Wright, Esq. LANDIS RATH & COBB LLP Email: cobb@lrclaw.com ferguson@lrclaw.com mcguire@lrclaw.com wright@lrclaw.com -- and -- Adam M. Denhoff, Esq. Elizabeth R. McColm, Esq. Paul Paterson Esquire, Esq. Margaret A Phillips, Esq. Andrew N. Rosenberg, Esq. Jacqueline Rubin, Esq. Holly A. VanderSluis, Esq. Maria T. Vullo, Esq. PAUL WEISS RIFKIND WHARTON & GARRISON 1285 Avenue of the Americas New York, NY 10019-6064 Tel: (212)373-3000 Fax: (212)757-3990 Email: adenhoff@paulweiss.com emccolm@paulweiss.com arosenberg@paulweiss.com jrubin@paulweiss.com hvandersluis@paulweiss.com mvullo@paulweiss.com About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in Delaware. The Debtors are seeking joint administration under the main case, In re Quicksilver Resources Inc. Case No. 15-10585. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. 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. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. * * * The Debtors have previously been given exclusive right to file a bankruptcy plan through October 13, 2015. They are seeking a further extension of the exclusive plan filing period through Feb. 1, 2016. RELATIVITY FASHION: Panel Can Tap Drinker Biddle as Litigation Atty ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Relativity Fashion, LLC, et al., to employ Drinker Biddle & Reath LLP as special litigation counsel nunc pro tunc to Aug. 27, 2015. On Aug. 27, the Committee selected Drinker as special litigation counsel to, among other things, initially investigate and determine, on an expedited basis, the extent and validity of liens asserted against the Debtors' assets and to provide such other bankruptcy litigation services as may be directed by the Committee in the cases. Drinker Biddle is expected to: (a) attend the meetings of the Committee; (b) review financial and operational information furnished by the Debtors and their professionals to the Committee; and (c) confer with the Debtors' management, counsel and financial advisors. Drinker Biddle's current rates range from $550 to $775 per hour for partners, $605 per hour for of counsel, $375 to $540 per hour for associates, and $295 per hour for paralegals and law clerks. Drinker Biddle will also charge the Committee for all charges and disbursements incurred in rendering services to the Committee. To the best of the Committee knowledge, Drinker Biddle is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Drinker Biddle also provided these statement in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes; Drinker Biddle has agreed to cap the firm's rates at $775 per hour. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Drinker Biddle did not represent the Committee or Committee members in the 12 months prepetition. Drinker Biddle may represent in the future certain Committee members or their affiliates in their capacities as official committee members in other chapter 11 cases. Question: Has your client approved your prospective budget and staffing plan, and if so for what budget period? Response: In conjunction with the Togut Firm, Drinker Biddle is in the process of formulating a budget and staffing plan for this proposed engagement, which it will review with the Committee as contemplated by Part E of the Revised UST Guidelines (may be amended as necessary to reflect changed circumstances or unanticipated developments). Any disclosure of such budget and staffing plan will be retrospective only in conjunction with the filing of fee applications by Drinker Biddle. The firm can be reached at: Robert K. Malone, Esq. Marita S. Erbeck, Esq. DRINKER BIDDLE & REATH LLP 1177 Avenue of the Americas, 41 st Floor New York, NY 10036-2714 Tel: (212) 248-3140 Fax: (212) 248-3141 -- and -- 600 Campus Drive Florham Park, NJ 07932-1047 Tel: (973) 549-7000 Fax: (973) 360-9831 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 FASHION: Wants Until April 25 to Remove Civil Actions ---------------------------------------------------------------- Relativity Fashion, LLC, et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend until April 25, 2016, their time to file notices of removal of the civil actions and proceedings in state and federal courts. According to the Debtors, they needed additional time to analyze the civil action. 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: CIT Bank Objects to Plan of Reorganization ------------------------------------------------------------ Eriq Gardner, writing for The Hollywood Reporter, reports that CIT Bank, which extended a production loan on Relativity Media's forthcoming film 'Masterminds' and horror film The Disappointments Room, has objected the Company's reorganization plan. According to The Hollywood Reporter, CIT Bank argued that the plan proponents cannot take advantage of the "cram down" provision of bankruptcy law. The report quoted CITY Bank's attorney as saying, "The Proposed Plan is not fair and equitable to the lenders as it neither provides for them to retain their liens nor for their realization of the indubitable equivalent of their claims." The Company intends to extend the maturity date of loans by as much as three-and-a-half years -- in the case of Masterminds, that would be March 1, 2019 -- but those loans have been structured in a way that the loan is repaid when a film is completed, before the theatrical release, The Hollywood Reporter says, citing CIT Bank. The report states that other objections from Google and Comcast (over advertising debt), QNO (over the assumption of a contract for the film Somnia), Viacom (over Relativity's commitment to place advertising for the Brick Mansions), The Weinstein Company (over The Crow) Nicholas Sparks (over profit participation from Safe Haven) and Brett Ratner (over a lingering dispute over participation on Catfish) have been tabled to Feb. 17, 2016. David Lieberman at Deadline.com relates that a hearing will be held on Feb. 1, 2016, where Judge Michael Wiles could decide to let the Company operate once again independently, without court oversight and free of most of the commitments that it couldn't fulfill. 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. RETROPHIN INC: BlackRock Reports 6.4% Stake as of Dec. 31 --------------------------------------------------------- BlackRock, Inc., disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2015, it beneficially owns 2,319,621 shares of common stock of Retrophin Inc. representing 6.4 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/SI9USZ About Retrophin Retrophin, Inc., develops, acquires and commercializes therapies for the treatment of serious, catastrophic or rare diseases. The Company offers Chenodal(R), a treatment for gallstones; Vecamyl(R), a treatment for moderately severe to severe essential hypertension and uncomplicated cases of malignant hypertension; and Thiola, for the prevention of kidney stone formation in patients with severe homozygous cystinuria. Retrophin reported a net loss of $111 million in 2014 following a net loss of $34.6 million in 2013. As of Sept. 30, 2015, the Company had $512 million in total assets, $221 million in total liabilities, and $291 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company has suffered recurring losses from operations, used significant amounts of cash in its operations, and expects continuing future losses. In addition, at Dec. 31, 2014, the Company had deficiencies in working capital and net assets of $70.2 million and $37.3 million, respectively. Finally, while the Company was in compliance with its debt covenants at Dec. 31, 2014, it expects to not be in compliance with these covenants in 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. RETROPHIN INC: Prudential Reports 6.6% Stake as of Dec. 31 ---------------------------------------------------------- Prudential Financial, Inc. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2015, it beneficially owns 2,399,056 shares of common stock of Retrophin Inc. representing 6.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/p9WHOG About Retrophin Retrophin, Inc., develops, acquires and commercializes therapies for the treatment of serious, catastrophic or rare diseases. The Company offers Chenodal(R), a treatment for gallstones; Vecamyl(R), a treatment for moderately severe to severe essential hypertension and uncomplicated cases of malignant hypertension; and Thiola, for the prevention of kidney stone formation in patients with severe homozygous cystinuria. Retrophin reported a net loss of $111 million in 2014 following a net loss of $34.6 million in 2013. As of Sept. 30, 2015, the Company had $512 million in total assets, $221 million in total liabilities, and $291 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company has suffered recurring losses from operations, used significant amounts of cash in its operations, and expects continuing future losses. In addition, at Dec. 31, 2014, the Company had deficiencies in working capital and net assets of $70.2 million and $37.3 million, respectively. Finally, while the Company was in compliance with its debt covenants at Dec. 31, 2014, it expects to not be in compliance with these covenants in 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. ROCKWELL MEDICAL: BlackRock Holds 5.5% Stake as of Dec. 31 ---------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 2,824,943 shares of common stock of Rockwell Medical Inc. representing 5.5 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/7CIiLH About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell reported a net loss of $21.3 million in 2014, a net loss of $48.8 million in 2013 and a net loss of $54.02 million in 2012. As of Sept. 30, 2015, the Company had $90.9 million in total assets, $26.5 million in total liabilities and $64.4 million in total shareholders' equity. SABINE OIL: Panel Extends Scope of Porter Hedges Employment ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Sabine Oil & Gas Corporation, et al., seeks authorization from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York to expand the scope of Porter Hedges LLP's retention as Texas and Oil and Gas counsel. Subsequent to the entry of the Retention Order, the Committee requested, and Porter Hedges agreed, to expand the scope of the firm's employment to include the provision of legal services relating to matters within the scope of services to be provided by Ropes and Gray LLP, but which are not appropriately handled by Ropes and Gray because of an actual or potential conflict of interest. Porter Hedges can be reached at: Porter Hedges LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 228-1331 About Sabine Oil & Gas Corporation Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 Protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee tapped Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as counsel. The Committee also retained Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SEQUENOM INC: Amends Bylaws to Add Forum Selection Provision ------------------------------------------------------------ The Board of Directors of Sequenom, Inc., approved an amendment to the Company's Restated Bylaws, as amended, effective Jan. 26, 2016, in order to add a forum selection provision for the adjudication of certain disputes. The Amendment, set forth in Article XI, Section 1 of the Bylaws, provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders; (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of Delaware, the certificate of incorporation of the Company or the Bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. As of Sept. 30, 2015, the Company had $129 million in total assets, $156 million in total liabilities and a $27.7 million total stockholders' deficit. "If we fail to generate enough cash flow from our operations or otherwise obtain the capital necessary to fund our operations, our financial results, financial condition and our ability to continue as a going concern will be adversely affected and we will have to cease or reduce further commercialization efforts or delay or terminate some or all of our diagnostic testing services or other product development programs," the Company said in its 2014 annual report. SEQUENOM INC: To Amend Director Removal Provision in Bylaws ----------------------------------------------------------- The Delaware Chancery Court issued an opinion in In re VAALCO Energy, Inc. Stockholder Litigation, Consol. C.A. No. 11775-VCL, invalidating as a matter of law provisions of the certificate of incorporation and bylaws of VAALCO Energy, Inc., a Delaware corporation, that permitted the removal of VAALCO's directors by its stockholders only for cause. The Chancery Court held that, in the absence of a classified board or cumulative voting, VAALCO's "only for-cause" director removal provisions conflict with Section 141(k) of the Delaware General Corporation Law and are therefore invalid. Article III, Section 13 of the Bylaws contains a similar "only for-cause" director removal provision, and Sequenom, Inc. does not have a classified board of directors or cumulative voting. As such, and in light of the recent VAALCO decision, the Company will not attempt to enforce the foregoing "only for-cause" director removal provision. The Company will also seek to amend the Bylaws at its 2016 Annual Meeting of Stockholders in order to provide that, consistent with Section 141(k) of the Delaware General Corporation Law, any of the Company's directors or its entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. As of Sept. 30, 2015, the Company had $129 million in total assets, $156 million in total liabilities and a $27.7 million total stockholders' deficit. "If we fail to generate enough cash flow from our operations or otherwise obtain the capital necessary to fund our operations, our financial results, financial condition and our ability to continue as a going concern will be adversely affected and we will have to cease or reduce further commercialization efforts or delay or terminate some or all of our diagnostic testing services or other product development programs," the Company said in its 2014 annual report. SHILOH INDUSTRIES: S&P Lowers CCR to 'B+' Then Withdraws Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on Shiloh Industries Inc. to 'B+' from 'BB-'. The outlook is negative. S&P withdrew all of its ratings on Shiloh Industries Inc. at the company's request. "The downgrade reflects that we have revised our assessment of Shiloh's financial risk profile to aggressive from significant because the company's credit measures have been weakening (debt-to-EBITDA of over 5x and negative FOCF in fiscal-year 2015)," said Standard & Poor's credit analyst Naomi Dsouza. Shiloh's credit metrics have been pressured because the company is adjusting to its larger corporate structure (following its recent acquisitions), increasing its capital expenditures above historical levels (to support a larger manufacturing footprint), and managing an active program launch cycle. While the company's recent acquisitions and new program wins have improved its business diversity, its FOCF-to-debt ratio has fallen below S&P's expected range for a 'BB-' corporate credit rating. The negative outlook reflects that there at least a one-in-three chance that the company's debt-to-EBITDA metric will remain above 5x while its FOCF-to-debt ratio remains below 5% during fiscal-year 2016. S&P withdrew all of its ratings on Shiloh at the company's request. SOUTHERN REGIONAL: Speedy Hearing on Sale-Related Issues Sought --------------------------------------------------------------- First Financial Investment Fund V, LLC asked a bankruptcy judge to hold a hearing to resolve issues related to the sale of Southern Regional Health System Inc.'s assets to Prime Healthcare Foundation Inc. In a motion it filed in the U.S. Bankruptcy Court for the Northern District of Georgia, the company asked Judge Wendy Hagenau to hear the issues before the sale closes. First Financial had opposed last year any move by Southern Regional to include in the sale the accounts receivable it purchased from the company. When Judge Hagenau approved the sale, she ordered First Financial and Prime Healthcare to resolve issues regarding the former's continued access to Southern Regional's books and records, and the delivery of funds that the buyer may receive on the accounts receivable. The issues, however, have not been resolved to date, according to First Financial. Southern Regional has sold most of its assets to Prime Healthcare, including the Southern Regional Medical Center in Riverdale, Georgia, after receiving approval from Judge Hagenau on Oct. 27 last year. As part of the deal, Southern Regional was offered a $9.2 million financing to get the company through bankruptcy, according to court filings. The assets were supposed to be sold in an auction pursuant to a court-approved bidding process launched by the company. The auction was canceled after it failed to draw multiple bids. Pension Benefit Guaranty Corp. and a group led by Cigna HealthCare of Georgia Inc. that provides benefits to Southern Regional employees had previously opposed the sale. PBGC complained the company did not disclose enough information that would allow it to evaluate the deal. Meanwhile, the Cigna-led group opposed any proposed assignment of its contracts with the company without its consent. The sale had also drawn opposition from the committee representing Southern Regional's unsecured creditors. In a court filing, the committee complained that the sale would only benefit lenders while leaving the company "administratively insolvent." The committee also said the company violated Georgia law by attempting to sell fraud claims and the Bankruptcy Code by using section 363 to sell "non-debtor" assets. Southern Regional and Prime Healthcare defended the sale by saying it will keep open the only hospital in Clayton County. Southern Regional also denied it would be selling fraud claims and non-debtor assets. On Nov. 9, the committee appealed the sale order before the U.S. District Court for the Northern District of Georgia. About Southern Regional Health System Southern Regional Health System, Inc., owns the Southern Regional Medical Center, a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. The cases are assigned to Judge Wendy L. Hagenau. Southern Regional Health System, Inc. disclosed total assets of $41,996,075 and total liabilities of $42,884,499. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys, Nelson Mulins Riley & Scarborough LLP, as outside general counsel, and Kurtzman Carson Consultants LLC as claims and balloting agent. GGG Partners, LLC serves as financial advisors to the Debtors. The Official Committee of Unsecured Creditors tapped Lamberth, ifelli, Ellis & Nason, P.A., and Pepper Hamilton, LLP, as attorneys. PricewaterhouseCoopers LLP serves as its financial advisors. SPANISH BROADCASTING: Moody's Cuts Corporate Family Rating to Caa2 ------------------------------------------------------------------ Moody's Investors Service downgraded Spanish Broadcasting System, Inc.'s Corporate Family Rating to Caa2 from Caa1, Probability of Default Rating to Caa3-PD from Caa1-PD, and lowered its Speculative Grade Liquidity Rating to SGL-4 from SGL-3. Moody's also downgraded the company's $275 million senior secured notes due 2017 to Caa2 from Caa1 and the 10 3/4% Series B Preferred Stock to Ca from Caa3 and changed the outlook to Negative from Stable. The downgrades and Negative outlook reflect the need to address restrictions related to its Voting Rights Triggering Event and the heightened potential for payment default given the near term maturity of the $275 million senior secured notes due April 2017. Issuer: Spanish Broadcasting System, Inc. -- Downgraded: -- Corporate Family Rating: Downgraded to Caa2 from Caa1 -- Probability of Default Rating: Downgraded to Caa3-PD from Caa1-PD -- $275 million Senior Secured Notes due April 2017: Downgraded to Caa2, LGD3 from Caa1, LGD3 -- 10 3/4% Series B Preferred Stock: Downgraded to Ca, LGD6 from Caa3, LGD6 -- Speculative Grade Liquidity (SGL) Rating: Lowered to SGL-4 from SGL-3 -- Outlook Actions: -- Outlook changed to Negative from Stable RATINGS RATIONALE Spanish Broadcasting's Caa2 Corporate Family Rating and Caa3-PD Probability of Default Rating reflect very high debt+preferred stock-to-EBITDA of 10.4x estimated for LTM December 2015 (including Moody's standard adjustments, 6.9x excluding preferred stock and accrued dividends), the need to address the Voting Rights Triggering Event, and the heightened potential of a payment default given the near term maturity of the 12.5% senior secured notes due April 2017. Ratings incorporate significant restrictions as a result of the continuation of the Voting Rights Triggering Event that occurred in October 2013 when the holders of the company's Series B Preferred Stock put 92,223 outstanding shares (roughly $145 million including accrued dividends as of December 2015) to the company. These restrictions include limitations on the ability to incur debt, make certain restricted payments, or undertake mergers or consolidations. The inability to incur debt creates significant refinancing risk for the 12.5% notes due 2017 given that resolution could potentially require the sale of assets or issuing additional debt to redeem some or all outstanding preferred shares to address the Voting Rights Triggering Event. Earlier in January 2016, the company announced it filed applications to participate in the FCC's television spectrum incentive auction in Miami, Houston and Puerto Rico to potentially generate cash proceeds. Moody's does not currently ascribe value to auction proceeds given uncertainties related to timing for the auction completion as well as the absence of any guarantee that an operator will be successful in submitting a winning bid in a given market. Moody's expects the company to continue working towards an agreement with preferred shareholders and noteholders, but if principal payments are not made in accordance with the scheduled terms, Moody's will treat the failure to meet the original contractual terms as a default. Accordingly, we view a delay or forbearance of payment of interest or principal as they come due to be a default. Since the issuance of the 12.5% notes at the beginning of 2012, consolidated revenue and EBITDA fell behind Moody's initial forecasts, resulting in higher than expected leverage and reduced free cash flow. Operating performance through September 30, 2015 reflects continued revenue declines in radio and television due to a decrease in scheduled events, paid programming, and local sales. Free cash flow generation remains nominal which reduces the company's ability to accumulate cash or pay down debt. Ratings reflect ongoing media fragmentation, increasing competition in Spanish language broadcasting from existing and new competitors, and the cyclical nature of radio and television advertising demand. Ratings are also constrained by its dependence on three markets, (Los Angeles, New York, and Miami) for a majority of total revenue; however, the company's presence in these large Hispanic markets and expectations for above average population and buying power growth for Hispanics in the continental U.S. support revenue and asset value. The company is expected to have weak liquidity given the April 2017 note maturity, cash balances of roughly $15 million - $20 million, no external liquidity facility such as a revolver, and nominal free cash flow over the next 12 months. The Negative outlook reflects the heightened potential for a payment default given the need to address the Voting Rights Triggering Event and refinance the 12.5% notes due April 2017. Ratings could be downgraded further if the TV segment unexpectedly reverts to generating negative EBITDA or if radio operations suffer from increased competition or soft ad demand in one or more key markets resulting in the inability to improve leverage and grow free cash flow. Ratings could also be downgraded if liquidity deteriorates. Very high leverage and uncertainty related to resolution of the put of preferred shares limit upward ratings momentum; however, ratings could be upgraded or the outlook changed to Stable if we are assured that resolution of the preferred shares put positions the company to maintain credit metrics, including leverage, and we believe there is a clear path to refinance the 12.5% notes prior to the April 2017 maturity. The company would also need to demonstrate good performance with the TV segment generating higher EBITDA and liquidity remaining adequate with at least low single-digit percentage free cash flow-to-debt. Spanish Broadcasting System, Inc., headquartered in Miami, FL, owns or operates 17 radio stations (91% of LTM September 2015 net revenue) in six of the eight largest Hispanic markets in the U.S., including New York and Los Angeles. The company also operates AIRE Radio Networks, a national radio platform with more than 100 affiliated stations reaching 88% of the U.S. Hispanic audience. Spanish Broadcasting's television operations (9% of LTM September 2015 net revenue) include MegaTV, a television operation with affiliates in the continental U.S. and Puerto Rico, as well as owned and operated television stations in South Florida and Houston. The company also operates 21 bilingual websites, including lamusica.com, Mega.tv and various station websites. Chairman, President and CEO, Raul Alarcon, Jr., owns 33% of the economic interest in the company and controls approximately 83% of voting power through a dual class share structure. In addition, CBS Corporation and Third Avenue Capital own roughly 10.5% and 9.4% of the economic interest in the company, respectively, with remaining shares being widely held. Net revenue for the 12 months ended September 30, 2015 totaled $143 million. STONEWALL GAS: S&P Affirms 'B-' CCR, Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Stonewall Gas Gathering LLC. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured term loan B due 2022. The '2' recovery rating on this debt remains unchanged, indicating S&P's expectation of substantial recovery for lenders in the case of a payment default, in the lower half of the 70% to 90% range. Stonewall is a single-asset gas-gathering pipeline system located in the southwestern part of the Marcellus shale basin. The company is majority owned by M3 Midstream LLC, an investment vehicle for the Momentum Energy Group. Stonewall's gas-gathering pipeline system has been operational as of Nov. 30, 2015, and construction is within budgeted expectations. "Our assessment of Stonewall's business risk profile as vulnerable reflects the company's limited scale, lack of geographic diversity, and counterparty risk," said Standard & Poor's credit analyst Mike Llanos. Partially offsetting these factors is the fee-based nature of its contracted cash flows. With construction risk minimized, the 67-mile system lacks geographic and basin diversity. The stable outlook reflects S&P's expectation of stable volumes and adjusted leverage between 4.5x and 5x by year end 2016. S&P could lower the rating if operational issues pressure volumes such that liquidity becomes constrained, or if debt leverage increases to levels that S&P would believe make the capital structure unsustainable, warranting a downgrade to the 'CCC' category. S&P could consider raising the rating if the previously mentioned companies exercise their option for an ownership stake in the system and Stonewall uses the proceeds to pay down debt. S&P could also consider an upgrade if Stonewall maintains leverage below 5x and alleviates counterparty risk. TEXAS CORPORATE RESOURCE: Case Summary & Top Unsecured Creditor --------------------------------------------------------------- Debtor: Texas Corporate Resource, Inc. 11318 N. May Ave, Suite C Oklahoma City, OK 73120-5859 Case No.: 16-10246 Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Hon. Sarah A. Hall Debtor's Counsel: David B. Sisson, Esq. LAW OFFICES OF B DAVID SISSON PO Box 534 224 W. Gray, Ste 101 Norman, OK 73070-0534 Tel: (405) 447-2521 Fax: (405) 447-2552 Email: sisson@sissonlawoffice.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Janis A Edwards, president. The Debtor listed the Internal Revenue Service as its largest unsecured creditor holding a claim of $1.81 million. A copy of the petition is available for free at: http://bankrupt.com/misc/okwb16-10246.pdf TRANS-LUX CORP: Bard Associates Reports 6% Stake as of Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Bard Associates, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 100,730 shares of common stock of Trans Lux Corporation representing 6 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/i2WS9G About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4 million of total revenue for the year ended Dec. 31, 2014, compared with a net loss of $1.86 million on $20.9 million of total revenue for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $15.4 million in total assets, $18.6 million in total liabilities and a total stockholders' deficit of $3.24 million. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations and has a significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the auditors said, the Company is in default of the indenture agreements governing its outstanding 9-1/2% Subordinated debentures which were due in 2012 and its 8-1/4% Limited convertible senior subordinated notes which were due in 2012 so that the trustees or holders of 25% of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. TREEHOUSE FOODS: S&P Assigns 'BB' Rating on Proposed $775MM Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB-' issue-level rating to U.S.-based TreeHouse Foods Inc.'s proposed $1.025 billion senior secured term loan A-2 maturing in 2021. The recovery rating is '1', indicating S&P's expectations for very high (90% to 100%) recovery in the event of a payment default. At the same time, S&P removed the company's existing term loans and revolver from CreditWatch, where they were placed with positive implications on Dec. 16, 2015. Also, S&P raised its issue-level ratings on the existing term loans and revolver to 'BBB-' from 'BB' and revised the recovery rating to '1' from '3'. The higher recovery rating reflects the debts' improved recovery prospects from becoming secured obligations ahead of the senior unsecured notes in conjunction with this transaction. Once leverage falls below 3.5x, the collateral will be released and S&P will revisit its issue-level and recovery ratings on these debts. S&P also assigned a 'BB' issue-level rating to the company's proposed $775 million senior unsecured notes maturing in 2024. The recovery rating on the unsecured debt obligations is '3', indicating S&P's expectations for meaningful recovery (50%-70%, lower half of the range) in the event of a payment default. The increase in secured debt has pushed the senior unsecured $400 million 4.875% notes recovery rate down into the lower end of the range, though the ratings on these notes remain unchanged. Proceeds from the proposed term loan and notes, incremental revolver borrowings, and $750 million of equity, will fund the acquisition of the private-label business of ConAgra Foods Inc. for $2.7 billion. S&P still believes the company can deleverage to below 4x in 12 months from the close of the transaction, despite the acquisition being funded with more debt and less equity than originally contemplated. The company will fund the difference in equity with incremental revolver borrowings. The increase in revolver borrowings is somewhat offset by the company using free operating cash flow to reduce its existing revolver balance in the fourth quarter of 2015, which S&P had not originally considered. The equity issuance also has an option to increase the amount of shares sold by 15%, which could reduce the anticipated revolver draw by approximately $100 million if exercised. Leverage will remain above 4x through 2016 because, under ConAgra's ownership, the private-label business' EBITDA margins fell into the high-single-digit area from the low-double-digits due to customer service issues. EBITDA margins will be depressed in the 10%-11% range on an adjusted basis as the company absorbs the lower margin private-label business and increases its costs to build an infrastructure to support the $3.7 billion private-label business that was previously a segment of ConAgra. However, S&P expects margins to improve over time with cost savings realization and its belief that TreeHouse could turn around the underperforming business. The acquisition will increase scale, almost doubling TreeHouse's revenues to about $7 billion, making the company the leading private-label food manufacturer in North America, and allow entry into more product categories. The combined companies will have minimal product overlap and improve TreeHouse's existing product diversity. S&P believes there is upside to the business risk profile over the intermediate term if the company is able to execute on its integration plan and repair the private-label business' relationships with customers and improve order fulfillment rates. RATINGS LIST TreeHouse Foods Inc. Corporate credit rating BB/Stable/-- Ratings Assigned TreeHouse Foods Inc. Senior secured $1.025 bil. term loan A-2 due 2021 BBB- Recovery rating 1 Senior unsecured $775 mil. notes due 2024 BB Recovery rating 3L Upgraded; Off CreditWatch To From TreeHouse Foods Inc. Senior secured (formerly unsecured) $200 mil. term loan A-1 due 2019 BBB- BB/Watch Pos Recovery rating 1 3H $300 mil. term loan A due 2021 BBB- BB/Watch Pos Recovery rating 1 3H $900 mil. revolver due 2019 BBB- BB/Watch Pos Recovery rating 1 3H UMEWORLD LIMITED: Incurs $1.37 Million Net Loss in Fiscal 2015 -------------------------------------------------------------- UMeWorld, Limited filed with the Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss attributable to the Company's stockholders of of $1.37 million on $0 of total revenues for the year ended Sept. 30, 2015, compared to a net loss attributable to common stockholders of $3.87 million on $0 of total revenues for the year ended Sept. 30, 2014. As of Sept. 30, 2015, the Company had $825,773 in total assets, $2.54 million in total liabilities and a total stockholders' deficiency of $1.72 million. AWC (CPA) Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 20-F is available for free at: http://is.gd/1YurIr About UmeWorld UMeWorld was incorporated under the laws of the State of Delaware on August 8, 1997 under its prior name AlphaRx Inc. The Company was re-domiciled to the British Virgin Islands and continued as a BVI registered company in Jan. 7, 2013. On March 8, 2013, AlphaRx Inc. changed its name to UMeWorld Limited. AlphaRx Inc. was a pharmaceutical company specializing in the formulation of therapeutic products using proprietary drug delivery technologies. On Nov. 4, 2011, the Company ceased all operations on its drug development business and adopted a new corporate development strategy that changed the business operation of the Company to digital media and digital education. VIGGLE INC: Amends Employment Agreement with EVP Mitchell Nelson ---------------------------------------------------------------- The Compensation Committee of the Board of Directors of Viggle Inc. has approved an amendment to the employment agreement entered into on Sept. 8, 2011, between the Company and Mitchell J. Nelson, the Company's executive vice president and corporate secretary. As of Jan. 1, 2016, Mr. Nelson's salary from the Company will be $150,000 and it is anticipated he will devote at least one-third of his time to performing services for the Company. All other terms and conditions of his employment agreement remain the same. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss attributable to common stockholders of $78.9 million on $25.5 million of revenue for the year ended June 30, 2015, compared to a net loss attributable to common stockholders of $68.1 million on $18.0 million of revenues for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $74.0 million in total assets, $59.8 million in total liabilities, $12.04 million in series C convertible preferred stock and $2.10 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has suffered recurring losses from operations and at June 30, 2015, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. VIGGLE INC: Cancels Circle Shared Services Agreement ---------------------------------------------------- Viggle Inc. and Circle Entertainment Inc. have agreed to terminate, effective as of Jan. 1, 2016, the Shared Services Agreement between them dated as of Feb. 15, 2011. Circle is in the process of liquidation and any claim to be made under the Circle Shared Services Agreement will survive the termination of the Circle Shared Services Agreement. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss attributable to common stockholders of $78.9 million on $25.5 million of revenue for the year ended June 30, 2015, compared to a net loss attributable to common stockholders of $68.1 million on $18.0 million of revenues for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $74.0 million in total assets, $59.8 million in total liabilities, $12.04 million in series C convertible preferred stock and $2.10 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has suffered recurring losses from operations and at June 30, 2015, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. VIGGLE INC: Changes Name to "DraftDay Fantasy Sports, Inc." ----------------------------------------------------------- Viggle Inc. amended Article First of its Amended and Restated Certificate of Incorporation, as amended, to change the Company's name to DraftDay Fantasy Sports, Inc. by filing a Certificate of Amendment with the Secretary of State of the State of Delaware. The Company's common stock began being quoted on the NASDAQ Stock Market under the symbol "DDAY" on Jan. 28, 2016. The Company has been assigned the CUSIP number 261427 108. The Company's stockholders are not required to take any action with regard to their ownership of shares of stock of the Company in connection with the name change. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss attributable to common stockholders of $78.9 million on $25.5 million of revenue for the year ended June 30, 2015, compared to a net loss attributable to common stockholders of $68.1 million on $18.0 million of revenues for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $74.0 million in total assets, $59.8 million in total liabilities, $12.04 million in series C convertible preferred stock and $2.10 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has suffered recurring losses from operations and at June 30, 2015, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. VIGGLE INC: Five Directors Elected to Board ------------------------------------------- Pursuant to the Written Consent in Lieu of Annual Meeting previously executed by the holder of the majority of issued and outstanding shares of Viggle Inc., the following people were elected to serve on the Board of Directors of the Company until the next annual meeting of stockholders and until their respective successors are duly elected and qualified: Robert F.X. Sillerman Peter C. Horan Michael J. Meyer Mitchell J. Nelson Birame N. Sock The Stockholder Consent also provided for the reduction in the number of directors from six to five, three of whom are deemed to be independent directors, effective as of Jan. 27, 2016. The independent directors are Peter C. Horan (who serves as the Board's Lead Director), Michael J. Meyer, and Birame N. Sock. John D. Miller had previously informed the Board of his decision not to stand for re-election to the Board due to his other responsibilities. The holder of the majority of shares of the Company also approved by written consent the following corporate actions, to become effective on Jan. 27, 2016: * the Amendment to the Company's Certificate of Incorporation and change of name; * the sale of the Company's rewards business to Perk.com, Inc.; and * the ratification of the appointment of BDO USA, LLC as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2016. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss attributable to common stockholders of $78.9 million on $25.5 million of revenue for the year ended June 30, 2015, compared to a net loss attributable to common stockholders of $68.1 million on $18.0 million of revenues for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $74.0 million in total assets, $59.8 million in total liabilities, $12.04 million in series C convertible preferred stock and $2.10 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has suffered recurring losses from operations and at June 30, 2015, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. VIGGLE INC: Terminates SFX Shared Services Agreement ---------------------------------------------------- Viggle Inc. and SFX Entertainment, Inc. have agreed to terminate, effective as of Jan. 1, 2016, the Shared Services Agreement between them dated as of Jan. 4, 2013. The Company and SFX have agreed to use best efforts to settle any amounts due to the other within 60 days of the termination of the SFX Shared Services Agreement. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss attributable to common stockholders of $78.9 million on $25.5 million of revenue for the year ended June 30, 2015, compared to a net loss attributable to common stockholders of $68.1 million on $18.0 million of revenues for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $74.0 million in total assets, $59.8 million in total liabilities, $12.04 million in series C convertible preferred stock and $2.10 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has suffered recurring losses from operations and at June 30, 2015, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. VIRTUAL PIGGY: Extends Warrants Expiration to 2017 -------------------------------------------------- The Board of Directors of Virtual Piggy, Inc. approved amendments extending the term of outstanding warrants to purchase in the aggregate 24,522,838 shares of common stock of the Company at exercise prices ranging from $0.01 per share to $3.00 per share. These Warrants were scheduled to expire at various dates during 2016 and were each extended for an additional one year period from the applicable current expiration date, with the new expiration dates ranging from Jan. 26, 2017, to Dec. 28, 2017. One of the Company's directors, Gerald Hannahs, and entities affiliated with Mr. Hannahs, currently hold: (i) Warrants to purchase 3,000,000 shares at an exercise price of $1.00 per share, which previously were to expire on January 26, 2016 and will now expire on Jan. 26, 2017, (ii) Warrants to purchase 70,000 shares at an exercise price of $1.00 per share, which previously were to expire on Feb. 6, 2016, and will now expire on Feb. 6, 2017, (iii) Warrants to purchase 37,500 shares at an exercise price of $0.01 per share, which previously were to expire on December 26, 2016 and will now expire on Dec. 26, 2017, and (iv) Warrants to purchase 50,000 shares at an exercise price of $1.00 per share, which previously were to expire on Dec. 26, 2016, and will now expire on Dec. 26, 2017. About Oink (Virtual Piggy, Inc.) Virtual Piggy is the provider of Oink, a secure online and in-store teen wallet. Oink enables teens to manage and spend money within parental controls, while gaining valuable financial management skills. The technology company also delivers payment platforms designed for the Under 21 age group in the global market, and enables online businesses the ability to function in a manner consistent with the Children's Online Privacy Protection Act and similar international children's privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395. Virtual Piggy reported a net loss of $9.65 million in 2014, a net loss of $16 million in 2013 and a net loss of $12.03 million in 2012. As of Sept. 30, 2015, the Company had $1.31 million in total assets, $6.26 million in total liabilities, all current, and a $4.94 million stockholders' deficit. Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's losses from development stage activities raise substantial doubt about its ability to continue as a going concern. VIZIENT INC: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating to Vizient, Inc. ("Vizient"). At the same time, Moody's assigned B1 (LGD 3) ratings to the company's proposed first lien senior secured credit facilities, including a $1.475 billion first lien senior secured term loan and a $75 million revolving credit facility. Moody's also assigned a Caa1 (LGD 6) rating to the company's proposed $400 million of senior unsecured notes. This is the first time Moody's has rated Vizient, Inc. The rating outlook is stable. All ratings are subject to review of final documentation. Proceeds from the term loan and senior notes, along with existing cash, will fund Vizient's acquisition of the Spend and Clinical Resource Management ("SCM") and Sg2 businesses from MedAssets, Inc., as well as to refinance existing debt, and pay transaction fees and expenses. This transaction follows the recent leveraged buyout of MedAssets by Pamplona Capital Management. Moody's assigned the following ratings: Issuer: Vizient, Inc.: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured revolving credit facility at B1 (LGD 3) Senior secured first lien term loan at B1 (LGD 3) Senior unsecured notes at Caa1 (LGD 6) The rating outlook is stable. RATINGS RATIONALE The B2 Corporate Family Rating reflects Vizient's high financial leverage, its aggressive acquisition strategy, and the substantial integration and execution risks inherent in the consummation of the MedAssets' Spend and Clinical Resource Management ("SCM") acquisition, the largest acquisition in Vizient's history. The rating also reflects the intensely competitive market for Vizient's services, characterized by the need for innovation and the frequent introduction of new product and service offerings to remain successful. In addition, while Moody's expects the company to generate good free cash flow, liquidity is constrained by a very large $280 million tax payment which the company needs to make in April 2017. Partially mitigating these risks, the rating is supported by the combined company's good scale and market presence, relatively large and geographically diverse customer base, and favorable fundamentals and macro trends within the market for group purchasing organizations ("GPO"). Pro forma for the SCM acquisition and MedAssets' recent loss of a major contract, Moody's estimates adjusted debt to EBITDA in the high-6-times range. The estimate also includes the reclassification of a pending $280 million tax obligation due by April 2017 as debt. The exclusion of the tax obligation would result in adjusted debt to EBITDA in the low 6-times range -- still very high. The stable outlook reflects Moody's expectation that while Vizient's financial leverage is very high, the company will reduce leverage to below 6 times within the next 12-18 months with earnings growth and cost synergies. The stable outlook also reflects Moody's expectation that the company will maintain at least adequate liquidity. While not expected over the near-term due to the company's very high financial leverage, the ratings could be upgraded if credit metrics improve due to revenue growth and realization of acquisition-related synergies. In particular, the ratings could be upgraded if adjusted debt to EBITDA is sustained below 4.5 times, and if the company's has satisfied its large outstanding tax liability. The ratings could be downgraded if top-line pressure increases, or the company fails to successfully integrate and realize synergies from the MedAssets SCM acquisition. In particular, ratings could be downgraded if adjusted debt to EBITDA is not reduced to below 6 times over the next 12 to 18 months, or if operating margins, cash flow, or liquidity deteriorate. In addition, the ratings could be lowered if the company engages in material debt-financed acquisitions or shareholder initiatives. Based in Irving, Texas, Vizient, Inc. provides products and services which enable health care organizations to deliver more cost-effective care. Health care organizations accessing Vizient's products and services range from independent, community-based health care organizations to large, integrated systems and academic medical centers. Pro forma sales are approximately $1.1 billion. WAFERGEN BIO-SYSTEMS: Reports 50% Growth in Q4 Revenues ------------------------------------------------------- WaferGen Bio-systems announced preliminary, unaudited revenue for the fourth quarter of 2015. The Company expects total revenue for the fourth quarter of 2015 to be in the range of $2.3 million to $2.5 million, which would represent an increase of 43-55% when compared to the $1.6 million reported for the fourth quarter of 2014. This also represents a sequential increase of 14-24% compared to the $2.0 million generated in the third quarter of 2015. Revenue for the fourth quarter is expected to be the highest in WaferGen's history, and represents the third consecutive quarter of revenue growth. The primary driver of revenue growth was sales of the Company's SmartChip products and services and the initial two ICELL8 Single-Cell System sales. For full-year 2015, WaferGen expects total revenue to be in the range of $7.1-$7.3 million, which would represent an increase of 18-22% when compared to the $6.0 million reported for the full-year 2014. "We are extremely pleased with the positive momentum our business continues to build," said Dr. Rolland Carlson, CEO of WaferGen Bio-systems. "The initial feedback from potential ICELL8 customers has been overwhelmingly positive, and we look forward to continuing to gain traction in the marketplace in 2016 with this revolutionary platform. In addition, the demand for our base business products remains strong, and we expect that strength to carry over into 2016. While our 2015 full-year revenues are below our previously provided guidance of $7.8 to $8.2 million, the anticipated shortfall is related to the timing associated with certain revenues that have now been included in our 2016 total revenue guidance of $12.0-$13.0 million, which would represent an increase of approximately 70 percent over full-year 2015 total revenues." About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen Bio-systems reported a net loss of $10.7 million in 2014, a net loss of $16.3 million in 2013 and a net loss of $8.97 million in 2012. As of Sept. 30, 2015, the Company had $10.65 million in total assets, $7.66 million in total liabilities and $2.99 million in total stockholders' equity. WALTER ENERGY: Hahn Loeser, Wallace Jordan Represent 2 Creditors ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Hahn Loeser & Parks LLP and Wallace Jordan Ratliff & Brandt, LLC, disclosed that have been retained as attorneys for the following creditors in the Chapter 11 cases of Walter Energy, Inc., et al.: (1) Crown Castle USA Inc., on its own behalf and on behalf of its affiliates and subsidiaries including but not limited to CC Holdings GS V LLC and Global Signal Acquisitions II LLC. Crown Castle is a non-debtor counterparty to a contract being assumed by the debtor and assigned to the buyer. There is no cure claim due by the Debtor to assume the agreements. HLP has represented Crown Castle in numerous bankruptcy cases throughout the United States. Crown Castle requested HLP to represent its interests in these bankruptcy cases. Crown Castle's limited objection to the proposed sale had been resolved by the time HLP was contacted by ARP. HLP does not anticipate taking any further action on behalf of Crown Castle in these Bankruptcy Cases. WJRB has not represented Crown Castle prior to this engagement. (2) ARP Production Company, LLC. ARP has no pre-petition claim against the Debtors. ARP owns a fifty percent interest in a non-debtor entity that the debtors are selling their interest to the stalking horse buyer. HLP has represented ARP and its related entities, including but not limited to Atlas Resource Partners, L.P. in numerous bankruptcy cases throughout the United States. ARP requested HLP to represent its interest in these Bankruptcy Cases. WJRB has not represented ARP prior to this engagement. The firm can be reached at: Clark R. Hammond, Esq. WALLACE, JORDAN, RATLIFF & BRANDT, LLC First Commercial Bank Building 800 Shades Creek Pkwy., Suite 400 Birmingham, AL 35209 Tel: (205) 870-0331 Fax: (205) 874-3270 E-mail: chammond@wallacejordan.com -- and -- Christopher B. Wick, Esq. Hahn Loeser & Parks LLP 200 Public Square, Suite 2800 Cleveland, OH 44114 Tel: (216) 621-0150 Fax: (216) 241-2824 E-mail: cwick@hahnlaw.com About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel iindustry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WALTER ENERGY: Wants KMPG to Prepare Federal State Tax Returns -------------------------------------------------------------- Walter Energy, Inc., et al., notified the U.S. Bankruptcy Court for the Northern District of Alabama that they had entered into an additional engagement letter for valuation services with KPMG LLP. On Sept. 4, 2015, the Court authorized the Debtors to employ KPMG as tax, valuation, accounting, and bankruptcy administration advisors nunc pro tunc to the Petition Date. The additional engagement letter provides that KMPG will prepare federal state tax returns and supporting schedules for Walter's 2015 tax year. A full-text copy of the engagement letter is available for free at http://bankrupt.com/misc/WalterEnergy_1598_KPMGadd'lserv.pdf About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel iindustry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WOOD RESOURCE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Wood Resource Recovery, L.L.C. 6241 NW 23rd St., Suite 501A Gainesville, FL 32653 Case No.: 16-10014 Chapter 11 Petition Date: January 28, 2016 Court: United States Bankruptcy Court Northern District of Florida (Gainesville) Judge: Hon. Karen K. Specie Debtor's Counsel: Seldon J. Childers, Esq. CHILDERSLAW, LLC 2135 N.W. 40th Terrace, Suite B Gainesville, FL 32605 Tel: 866-996-6104 Fax: 407-209-3870 Email: jchilders@smartbizlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by William G. Gaston, III, president/CEO. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. WORLDWIDE TRANSPORTATION: Files for Chapter 11 Bankr. Protection ---------------------------------------------------------------- Worldwide Transportation Services Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11136) on Jan. 26, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Ali A. Malek, president. The Company was operating as usual and continuing to provide service to its clients, Brian Bandell at South Florida Business Journal reports, citing Eyal Berger, Esq., at Akerman LLP serves, the Company's bankruptcy counsel. Mr. Berger, according to the report, said that he'll present a plan in Court to sell the assets to the Company. Judge Laurel M Isicoff presides over the case. Worldwide Transportation Services Inc. is headquartered in Miami Lakes, Florida. It provides old school chauffeurs with luxury vehicles. ZLOOP INC: Has Until March 6 to File Ch. 11 Plan ------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive plan filing date of ZLoop, Inc., et al., through and including March 6, 2016, and the exclusive solicitation period through and including May 6, 2016. According to the Debtors, there are a number of issues that must develop or be resolved before they will be at a point where they could develop and propose a plan of reorganization and negotiate with their various constituencies respecting plan issues. The Debtors assure the Court that they are not seeking an extension of exclusivity to delay the administration of their bankruptcy cases or to pressure creditors into acceding to a plan that they find unsatisfactory. Rather, the Debtors say, the extension of exclusivity will ensure that their continuing efforts to maximize the value of their estates are not negatively impacted by the need to file a Chapter 11 plan before a viable sale or exit financing arrangement is identified and developed and the Debtors have an opportunity to garner the support of their creditors. About ZLOOP, Inc. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter 11 cases appointed Recycling Equipment Inc., E Recycling Systems LLC and Carolina Metals Group to serve on the official committee of unsecured creditors. The committee is represented by Cole Schotz P.C. [*] Dorsey & Whitney Bags Two M&A Advisor Turnaround Awards ----------------------------------------------------------- Dorsey & Whitney disclosed that the firm is the recipient of two awards at the 10th Annual M&A Advisor Turnaround Awards. Dorsey & Whitney LLP was named a winner in the following categories: -- Mining Deal of the Year (Acquisition of Assets of Veris Gold U.S.A., Inc.) -- Cross-Border Restructuring Deal of the Year -- Up to $100MM (Acquisition of Assets of Veris Gold by Whitebox Advisors LLC). Dorsey represented JCM Holdings III Limited, an affiliate of Jerritt Canyon Gold LLC, in the purchase out of bankruptcy of Elko County, Nevada gold mines from Veris Gold U.S.A., Inc. The multi-office, multi-disciplinary Dorsey team was led by Partners William Prince, Wells Parker and Annette Jarvis. The Dorsey team also included Partners Ken Sam, Thomas Kelly, John Hollinrake, Michael Voves, and Michael Thomson, Of Counsel Richard Manner, Associates Heath Waddington, Megan Baker, Aaron Goldstein, Spencer Kirton, and Senior Paralegal Kathryn Shelton. "This transaction involved so many of Dorsey's strengths including mining, bankruptcy, and real estate," said Dorsey & Whitney Managing Partner Ken Cutler. "The recognition is much deserved." Since 2002, M&A Advisor has been honoring the leading turnaround transactions, companies and dealmakers. About Dorsey & Whitney LLP With locations across the United States and in Canada, Europe and the Asia-Pacific region, Dorsey provides an integrated, proactive approach to its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including leaders in the banking, energy, food and agribusiness, health care, mining and natural resources, and public-private project development sectors, as well as major non-profit and government entities. [*] Fitch Says Repricing of Risk Evident in 2015 for Finance Market ------------------------------------------------------------------- Mounting liquidity fears, slowing global growth concerns, falling commodity prices, and equity market volatility have resulted in a repricing of risk in the high-yield bond and leveraged loan markets, particularly at the lower end of the rating spectrum, according to Fitch Ratings' new 'U.S. Leveraged Market Quarterly (Fourth-Quarter 2015)' report. The repricing of risk stunted activity in the second-half of 2015 as high-yield bond issuance totaled only $78 billion compared to $174 billion in the first half of 2015. High-yield bond issuance was pressured in particular by the decline in deals from riskier credits. 'CCC' debt only represented 5% of issuance in fourth-quarter 2015 compared to 20% in fourth-quarter 2014. The option-adjusted spread (OAS) on the BofAML U.S. High Yield 'CCC & Lower' Index (CCC Index) has widened to levels not seen since June 2009 as investors have exited the riskiest tranches of debt while spreads for the BofAML U.S. High Yield 'BB' Index (BB Index) are only marginally wider. As of Friday, Jan. 22, 2016, the OAS for the CCC Index was 1,812 bps compared to an average of 981 bps the last six years. The OAS for the BB Index was 497 bps Friday, compared to an average of 388 bps the last six years. Leveraged loan issuance has seen similar pressure in the fourth-quarter. Fitch identified 23 deals that were pulled from the primary during syndication as issuers reacted negatively to investors demanding higher pricing and larger issue discounts. October and November alone saw 10 deals, totaling approximately $5 billion in institutional loan volume, pulled from the market. Pricing at the lower end of the rating spectrum has lacked investor interest at current levels. Thirty-nine upward flexes were seen in the fourth quarter compared to only nine downward flexes. For 'B' credits, the average pricing on newly issued institutional term loans increased 82 bps throughout the second half of 2015 to 487 bps. As the market adjusts to increased risk premiums, we believe leveraged credit fundamentals will remain largely unchanged from what is currently reflected in our ratings and default expectations. While high-yield bond and leveraged loan defaults are forecasted to rise, pockets of risk remain mostly isolated to the energy and metals/mining sectors. This quarter's report also highlights Fitch's 2016 U.S. Corporates Outlook. Industry fundamentals are broadly stable with 26 of 34 sectors assigned a Stable Outlook. However, with commodity prices hovering around recent historical lows, four of the six negative sector outlooks are in commodities-related areas: Oil & Gas, Midstream Services, Oilfield Services & Mining. [*] Moody's Reviews Energy Cos. in EMEA Region for Downgrade ------------------------------------------------------------ Moody's Investors Service placed the ratings of 32 integrated oil, exploration and production (E&P), and oilfield services companies in the EMEA region on review for downgrade. RATINGS RATIONALE Oil prices have deteriorated substantially in the past few weeks and have reached nominal price lows not seen in more than a decade. Moody's has adjusted its view downward for the likely range of prices. Moody's sees a substantial risk that prices may recover much more slowly over the medium term than many companies expect, as well as a risk that prices might fall further. Even under a scenario with a modest recovery from current prices, producing companies and the drillers and service companies that support them will experience rising financial stress with much lower cash flows. The review for downgrade considers that much weaker industry fundamentals have potential to warrant rating changes for all companies covered in this press release. While this review focuses on companies rated in the range from A1 to B3, Moody's is also reevaluating higher and lower rated companies in the context of industry conditions. The higher rated companies on average are somewhat more resilient to low oil prices and Moody's has recently downgraded many of the lower rated companies. As part of its ongoing assessment of energy markets, Moody's sharply reduced its oil price assumptions on January 21 in light of continuing oversupply in the global oil markets and demand growth that remains tepid. Iran is poised to add more than 500,000 barrels per day to global supply while OPEC and many non-OPEC oil producers continue to produce without restraint as they battle for market share. The addition of Iranian oil to the market this year will offset or exceed expected declines in US production of about 500,000 barrels per day. Increased production vastly exceeds growth in oil consumption, given modest growth in consumption from major consumers such as China, India and the US. Production now exceeds demand by about 2 million barrels per day, adding to already high global oil stocks. Moody's natural gas and natural gas liquids price assumptions are unchanged. Natural gas production in the US continues to increase while costs decline and producers generate cash returns at ever-lower prices, although in many cases these appear insufficient to service their debt. Lower oil prices will further weaken cash flows for E&P companies and the upstream portion of integrated oil and gas companies. This will cause further deterioration in financial ratios, including deeper negative free cash flow. Most companies are unable to internally fund sustaining levels of capital spending at current market prices. Current industry conditions also reduce the value of assets offered for sale and have made accessing capital markets more expensive for some companies and unavailable for others. While integrated oil and gas companies benefit from the profitability of their downstream operations, the upstream operations represent a much larger part of the capital employed and cash flow for most of these companies. Projected capex reductions by E&P and integrated oil companies will severely challenge the drilling and oilfield services (OFS) sector beyond what it had already experienced in 2015. Moody's expects OFS sector EBITDA to drop by another 25%-30% in 2016, testing the viability of the capital structures of many of these businesses. Even if commodity prices recover, OFS companies are unlikely to gain any pricing power because of the continued excess capacity across most OFS subsectors. As a result, Moody's expects credit quality to deteriorate for all OFS players in 2016. Smaller and more leveraged OFS companies in particular will struggle to comply with debt agreement covenants, service their debt and access the capital markets, raising their risk of default. Even large, diversified investment grade OFS companies will have less financial flexibility and increasing financial leverage. Drillers with significant contract expirations will also suffer material credit degradation as contracts are either not renewed or are renewed at rates that produce far less revenue. Although all issuers in these sectors have been adversely affected by declining prices, severity varies substantially by issuer. Accordingly, the range of possible outcomes upon conclusion of the review for given issuers varies from possible confirmation of ratings to multi-notch downgrades. Multi-notch downgrades are particularly likely among issuers whose activities are centered in North America, where natural gas prices have declined dramatically along with oil prices. Moody's expects to conclude a majority of the reviews by the end of the first quarter. List of Affected Ratings: On Review for Downgrade: Issuer: Ithaca Energy Inc. Probability of Default Rating, Placed on Review for Downgrade, currently B3-PD Corporate Family Rating, Placed on Review for Downgrade, currently B3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Caa2 Issuer: EnQuest plc Probability of Default Rating, Placed on Review for Downgrade, currently B3-PD Corporate Family Rating, Placed on Review for Downgrade, currently B3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Caa2 Issuer: Tullow Oil plc Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Caa1 Issuer: Nostrum Oil & Gas Plc Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Issuer: Zhaikmunai LLP BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 Issuer: OAO Novatek Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: Novatek Finance Limited BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: RussNeft Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Issuer: Borets Finance Limited BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 Issuer: Borets International Ltd Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Corporate Family Rating, Placed on Review for Downgrade, currently B1 Issuer: C.A.T. Oil AG Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Issuer: IG Seismic Services Plc Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Issuer: Neftserviceholding LLC Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Corporate Family Rating, Placed on Review for Downgrade, currently B1 Issuer: KCA Deutag Alpha Ltd Probability of Default Rating, Placed on Review for Downgrade, currently B3-PD Corporate Family Rating, Placed on Review for Downgrade, currently B3 Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently B3 Issuer: Globe Luxembourg SCA Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently B3 Issuer: KCA DEUTAG UK Finance plc BACKED Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently B3 Issuer: Petroleum Geo-Services ASA Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Corporate Family Rating, Placed on Review for Downgrade, currently B1 Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently B1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 Issuer: Bibby Offshore Services Plc BACKED Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently B3 Issuer: Bibby Offshore Holdings Ltd Probability of Default Rating, Placed on Review for Downgrade, currently B3-PD Corporate Family Rating, Placed on Review for Downgrade, currently B3 Issuer: Welltec A/S Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Corporate Family Rating, Placed on Review for Downgrade, currently B1 Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 Issuer: Seadrill Partners LLC Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Issuer: Seadrill Operating LP BACKED Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently B2 BACKED Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 Issuer: Shelf Drilling Midco, Ltd. Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Corporate Family Rating, Placed on Review for Downgrade, currently B1 Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently B2 Issuer: Shelf Drilling Holdings, Ltd. Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 Issuer: Topaz Energy and Marine Limited Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Issuer: Topaz Marine S.A. Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B3 Issuer: Gazprom, PJSC Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: Gaz Capital S.A. Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Ba1 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: OOO Gazprom Capital BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: Gazprom Neft PJSC Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: GPN Capital S.A. BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Ba1 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: OJSC Oil Company Rosneft Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: Rosneft Finance S.A. BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Ba1 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: Rosneft International Finance Limited BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Ba1 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: Rosneft International Holdings Limited Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: Bashneft Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: KazMunayGas NC JSC Issuer Rating, Placed on Review for Downgrade, currently Baa3 Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Baa3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Issuer: KazMunaiGaz Finance Sub B.V. BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Baa3 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Issuer: State Oil Company of the Azerbaijan Republic Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: Tatneft PJSC Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: LUKOIL International Finance B.V. BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 Issuer: Lukoil, PJSC Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: BP p.l.c. Issuer Rating, Placed on Review for Downgrade, currently A2 BACKED Senior Unsecured Revenue Bonds supported by BP p.l.c., Placed on Review for Downgrade, currently A2 BACKED Senior Unsecured Revenue Bonds supported by BP p.l.c., Placed on Review for Downgrade, currently VMIG 1 BACKED Senior Unsecured Revenue Bonds supported by BP p.l.c., Placed on Review for Downgrade, currently P-1 BACKED Revenue Bonds supported by BP p.l.c., Placed on Review for Downgrade, currently A2 BACKED Revenue Bonds supported by BP p.l.c., Placed on Review for Downgrade, currently P-1 Issuer: Atlantic Richfield Company Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A2 BACKED Revenue Bonds supported by Atlantic Richfield Company, Placed on Review for Downgrade, currently A2 BACKED Senior Unsecured Revenue Bonds supported by Atlantic Richfield Company, Placed on Review for Downgrade, currently A2 BACKED Senior Unsecured Revenue Bonds supported by Atlantic Richfield Company, Placed on Review for Downgrade, currently VMIG 1 BACKED Senior Unsecured Revenue Bonds supported by Atlantic Richfield Company, Placed on Review for Downgrade, currently P-1 Issuer: BP AMI Leasing, Inc. BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A2 Issuer: BP Capital Markets America Inc BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A2 Issuer: BP Capital Markets plc BACKED Senior Unsecured Commercial Paper, Placed on Review for Downgrade, currently P-1 BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)A2 BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)P-1 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A2 BACKED Senior Unsecured Shelf, Placed on Review for Downgrade, currently (P)A2 Issuer: BP Corporation North America, Inc. Issuer Rating, Placed on Review for Downgrade, currently Baa1 BACKED Senior Unsecured Commercial Paper, Placed on Review for Downgrade, currently P-1 Issuer: BP Finance Plc Issuer Rating, Placed on Review for Downgrade, currently A3 Issuer: Standard Oil Company BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A2 Issuer: eni finance international SA BACKED Senior Unsecured Medium-Term Note Program Placed on Review for Downgrade, currently (P)A3 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 Issuer: ENI S.p.A. Issuer Rating, Placed on Review for Downgrade, currently A3 Senior Unsecured Medium-Term Note Program (Local Currency), Placed on Review for Downgrade, currently (P)A3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 Issuer: Eni USA Inc. BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa1 Issuer: OMV AG Issuer Rating, Placed on Review for Downgrade, currently A3 Issuer Rating, Placed on Review for Downgrade, currently A3 Junior Subordinated Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)A3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 Issuer: Repsol S.A. Issuer Rating, Placed on Review for Downgrade, currently Baa2 Issuer: Repsol International Finance B.V. BACKED Junior Subordinated Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 BACKED Senior Unsecured Commercial Paper, Placed on Review for Downgrade, currently P-2 BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)P-2 BACKED Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Baa2 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa2 BACKED Senior Unsecured Shelf, Placed on Review for Downgrade, currently (P)Baa2 Issuer: Talisman Energy Inc. Multiple Seniority Shelf, Placed on Review for Downgrade, currently (P)Baa3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Issuer: Intergas Central Asia Issuer Rating, Placed on Review for Downgrade, currently Baa3 Issuer: Intergas Finance B.V. BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa3 Issuer: JSC KazTransGas Issuer Rating, Placed on Review for Downgrade, currently Baa3 Issuer: JSC KazTransOil Issuer Rating, Placed on Review for Downgrade, currently Baa3 Corporate Family Rating, Placed on Review for Downgrade, currently Baa3 Affirmations: Issuer: eni finance international SA BACKED Senior Unsecured Commercial Paper, Affirmed P-2 Issuer: Eni Finance USA Inc. BACKED Senior Unsecured Commercial Paper, Affirmed P-2 Issuer: ENI S.p.A. Senior Unsecured Commercial Paper, Affirmed P-2 Outlook Actions: Issuer: Ithaca Energy Inc. Outlook, Changed To Rating Under Review From Negative Issuer: EnQuest plc Outlook, Changed To Rating Under Review From Negative Issuer: Tullow Oil plc Outlook, Changed To Rating Under Review From Negative Issuer: Nostrum Oil & Gas Plc Outlook, Changed To Rating Under Review From Negative Issuer: Zhaikmunai LLP Outlook, Changed To Rating Under Review From Negative Issuer: OAO Novatek Outlook, Changed To Rating Under Review From Stable Issuer: Novatek Finance Limited Outlook, Changed To Rating Under Review From Stable Issuer: RussNeft Outlook, Changed To Rating Under Review From Negative Issuer: Borets Finance Limited Outlook, Changed To Rating Under Review From Stable Issuer: Borets International Ltd Outlook, Changed To Rating Under Review From Stable Issuer: C.A.T. Oil AG Outlook, Changed To Rating Under Review From Stable Issuer: IG Seismic Services Plc Outlook, Changed To Rating Under Review From Negative Issuer: Neftserviceholding LLC Outlook, Changed To Rating Under Review From Stable Issuer: KCA Deutag Alpha Ltd Outlook, Changed To Rating Under Review From Negative Issuer: Globe Luxembourg SCA Outlook, Changed To Rating Under Review From Negative Issuer: KCA DEUTAG UK Finance plc Outlook, Changed To Rating Under Review From Negative Issuer: Petroleum Geo-Services ASA Outlook, Changed To Rating Under Review From Negative Issuer: Bibby Offshore Holdings Ltd Outlook, Changed To Rating Under Review From Negative Issuer: Bibby Offshore Services Plc Outlook, Changed To Rating Under Review From Negative Issuer: Welltec A/S Outlook, Changed To Rating Under Review From Stable Issuer: Seadrill Partners LLC Outlook, Changed To Rating Under Review From Negative Issuer: Seadrill Operating LP Outlook, Changed To Rating Under Review From Negative Issuer: Shelf Drilling Midco, Ltd. Outlook, Changed To Rating Under Review From Negative Issuer: Shelf Drilling Holdings, Ltd. Outlook, Changed To Rating Under Review From Negative Issuer: Topaz Energy and Marine Limited Outlook, Changed To Rating Under Review From Stable Issuer: Topaz Marine S.A. Outlook, Changed To Rating Under Review From Stable Issuer: Gazprom, PJSC Outlook, Changed To Rating Under Review From Stable Issuer: Gaz Capital S.A. Outlook, Changed To Rating Under Review From Stable Issuer: OOO Gazprom Capital Outlook, Changed To Rating Under Review From Stable Issuer: Gazprom Neft PJSC Outlook, Changed To Rating Under Review From Stable Issuer: GPN Capital S.A. Outlook, Changed To Rating Under Review From Stable Issuer: OJSC Oil Company Rosneft Outlook, Changed To Rating Under Review From Stable Issuer: Rosneft Finance S.A. Outlook, Changed To Rating Under Review From Stable Issuer: Rosneft International Finance Limited Outlook, Changed To Rating Under Review From Stable Issuer: Rosneft International Holdings Limited Outlook, Changed To Rating Under Review From Stable Issuer: Bashneft Outlook, Changed To Rating Under Review From Stable Issuer: KazMunayGas NC JSC Outlook, Changed To Rating Under Review From Stable Issuer: KazMunaiGaz Finance Sub B.V. Outlook, Changed To Rating Under Review From Stable Issuer: State Oil Company of the Azerbaijan Republic Outlook, Changed To Rating Under Review From Stable Issuer: Tatneft PJSC Outlook, Changed To Rating Under Review From Stable Issuer: LUKOIL International Finance B.V. Outlook, Changed To Rating Under Review From Stable Issuer: Lukoil, PJSC Outlook, Changed To Rating Under Review From Stable Issuer: BP p.l.c. Outlook, Changed To Rating Under Review From Positive Issuer: Atlantic Richfield Company Outlook, Changed To Rating Under Review From Positive Issuer: BP AMI Leasing, Inc. Outlook, Changed To Rating Under Review From Positive Issuer: BP Capital Markets America Inc Outlook, Changed To Rating Under Review From Positive Issuer: BP Capital Markets plc Outlook, Changed To Rating Under Review From Positive Issuer: BP Corporation North America, Inc. Outlook, Changed To Rating Under Review From Positive Issuer: BP Finance Plc Outlook, Changed To Rating Under Review From Positive Issuer: BP Company North America Inc. Outlook, Changed To Rating Under Review From Positive Issuer: Standard Oil Company Outlook, Changed To Rating Under Review From Positive Issuer: eni finance international SA Outlook, Changed To Rating Under Review From Stable Issuer: ENI S.p.A. Outlook, Changed To Rating Under Review From Stable Issuer: Eni USA Inc. Outlook, Changed To Rating Under Review From Stable Issuer: OMV AG Outlook, Changed To Rating Under Review From Stable Issuer: Repsol S.A. Outlook, Changed To Rating Under Review From Negative Issuer: Repsol International Finance B.V. Outlook, Changed To Rating Under Review From Negative Issuer: Talisman Energy Inc. Outlook, Changed To Rating Under Review From Negative Issuer: Intergas Central Asia Outlook, Changed To Rating Under Review From Stable Issuer: Intergas Finance B.V. Outlook, Changed To Rating Under Review From Stable Issuer: JSC KazTransGas Outlook, Changed To Rating Under Review From Stable Issuer: JSC KazTransOil Outlook, Changed To Rating Under Review From Stable The principal methodology used in rating JSC KazTransOil was Global Midstream Energy published in December 2010. Other methodologies used include the Government-Related Issuers methodology published in October 2014. The principal methodology used in rating JSC KazTransGas, Intergas Central Asia and Intergas Finance B.V. was Natural Gas Pipelines published in November 2012. Other methodologies used include the Government-Related Issuers methodology published in October 2014. The principal methodology used in rating OJSC Oil Company Rosneft, Rosneft Finance S.A., Rosneft International Finance Limited, Rosneft International Holdings Limited, Gazprom, PJSC, Gaz Capital S.A., OOO Gazprom Capital, Bashneft, Tatneft PJSC, State Oil Company of the Azerbaijan Republic, KazMunayGas NC JSC and KazMunaiGaz Finance Sub B.V. was Global Integrated Oil & Gas Industry published in April 2014. Other methodologies used include the Government-Related Issuers methodology published in October 2014. The principal methodology used in rating BP p.l.c., Atlantic Richfield Company, BP AMI Leasing, Inc., BP Capital Markets America Inc, BP Capital Markets plc, BP Corporation North America, Inc, BP Finance Plc, BP Company North America Inc., Standard Oil Company, Repsol S.A., Repsol International Finance B.V., Talisman Energy Inc., OMV AG, ENI S.p.A., Eni Finance USA Inc., Eni USA Inc, eni finance international SA, Gazprom Neft PJSC, GPN Capital S.A., Lukoil, PJSC and LUKOIL International Finance B.V. was Global Integrated Oil & Gas Industry published in April 2014. The principal methodology used in rating Ithaca Energy Inc., Tullow Oil plc, EnQuest plc, RussNeft, OAO Novatek, Novatek Finance Limited, Nostrum Oil & Gas Plc, Zhaikmunai LLP was Global Independent Exploration and Production Industry published in December 2011. The principal methodology used in rating Petroleum Geo-Services ASA, KCA Deutag Alpha Ltd, Globe Luxembourg SCA, KCA DEUTAG UK Finance plc, Bibby Offshore Services Plc, Bibby Offshore Holdings Ltd, Welltec A/S, Seadrill Partners LLC, Seadrill Operating LP, Topaz Energy and Marine Limited, Topaz Marine S.A., Shelf Drilling Midco, Ltd., Shelf Drilling Holdings, Ltd., Neftserviceholding LLC, Borets International Ltd, Borets Finance Limited, C.A.T. Oil AG and IG Seismic Services Plc was Global Oilfield Services Industry Rating Methodology published in December 2014. The local market analyst for Topaz Energy and Marine Limited, Topaz Marine S.A., Shelf Drilling Midco, Ltd. and Shelf Drilling Holdings, Ltd. ratings of is Julien Haddad, 9714-237-9539. [*] Moody's Takes Rating Actions on Five US Mortgage Insurers ------------------------------------------------------------- Moody's Investors Service has taken rating actions on five US mortgage insurers. It has upgraded the insurance financial strength ratings of Mortgage Guaranty Insurance Corporation and Radian Guaranty Inc. by one notch to Baa3 with a stable outlook, and affirmed the insurance financial strength ratings of Essent Guaranty, Inc. (Baa2), Arch Mortgage Insurance Company (Baa1), and National Mortgage Insurance Corporation (Ba2), all with a stable outlook. RATINGS RATIONALE SECTOR RATIONALE Moody's rating actions were prompted by the introduction of Fannie Mae and Freddie Mac's ("the GSEs") new Private Mortgage Insurer Eligibility Requirements ("PMIERS"), which came into effect on 31 December 2015. Among other rules, the PMIERS require US mortgage insurers to hold a minimum level of liquid assets based on the riskiness of the mortgages that they insure. Moody's believes that the PMIERS will improve protection for beneficiaries (GSEs and investors in insured mortgages) and debt holders of the US mortgage insurers. While official compliance will not be certified until March 2016, Moody's expects all of its rated US mortgage insurers to comply with the PMIERS as of the effective date. As part of this action, Moody's has changed its industry outlook on the US mortgage insurance sector to stable from positive now that PMIERS compliance has been achieved on the effective date. Moreover, the shift from a positive to stable outlook reflects both cyclical and more persistent challenges that limit further positive pressure on this sector. Moody's expects more competition within the crowded mortgage insurance market in the next 12-18 months. Moody's believes that the average rating in the US mortgage insurance sector should currently be in the Baa range, lower than that of other insurance sectors such as property-casualty and life insurance. In its 58-year modern history, the sector has made almost no money on a cumulative basis. "We believe that US mortgage insurers represent a very small part of the mortgage origination value chain and operate in a commodity business whose fortunes are greatly influenced by lenders, the GSEs, public policy decisions, and other uncontrollable variables," said Kevin Lee, an analyst for mortgage insurers. Moreover, Moody's believes that the sector is still fighting to restore its market credibility after the 2007-08 financial crisis. Moody's also notes that mortgage insurance presents risk characteristics that have historically posed challenges to insurers. Unlike many other insurance lines, the law of large numbers does not readily apply to mortgage insurance because the exposures are less independent and are subject to serial correlation from one year to the next. COMPANY RATIONALE Radian Guaranty Inc. ("Radian Guaranty", upgrade to Baa3 stable (from Ba1 positive)): The one notch upgrade of Radian Guaranty reflects: (a) its compliance with the PMIERS, helped by its previous sale of Radian Asset Assurance, Inc., (b) its recent actions to spread out its debt maturity profile to alleviate pressures on holding company liquidity, and (c) its historical market leadership alongside United Guaranty and MGIC. That said, the parent's significant debt burden (~33% adjusted debt-to-capital as of 12/31/15) and an unresolved IRS tax dispute continue to weigh on Radian Guaranty's rating. The IRS dispute revolves around legacy real estate mortgage investment conduits ("REMICs"). Mortgage Guaranty Insurance Corporation ("MGIC", upgrade to Baa3 stable (from Ba1 positive)): The one notch upgrade of MGIC reflects: (a) its compliance with the PMIERS, (b) its improving holding company liquidity, and (c) its historical market leadership alongside United Guaranty and Radian. Similar to Radian Guaranty, MGIC's rating continues to be weighed down by its parent's significant debt burden (~36% adjusted debt-to-capital as of 12/31/15) and a similar IRS tax dispute. The parent has recently started to repurchase the 2017 senior convertible notes and estimates that it will have enough liquidity to repay the 2017 notes even if it doesn't refinance the securities or is unable to get a special dividend from its MGIC subsidiary. Essent Guaranty, Inc. ("EGI", affirm Baa2 and change outlook to stable from positive): The affirmation of EGI's Baa2 financial strength is based on its lack of legacy exposures and its ability to gain traction as a newer entrant. EGI started writing business in 2010 and hence has no pre-2009 legacy exposures, facilitating compliance with the PMIERS (the PMIER risk charges are relatively high for pre-2009 vintage years). The change in outlook to stable from positive reflects Moody's current view of sector dynamics (resulting in the changing of Moody's industry outlook to stable from positive) and EGI's customer (lender) base, which is more concentrated than that of some insurers. While EGI has been able to gain traction in market share and diversify its customers, it still trails United Guaranty, Radian, and MGIC in these areas by a wide margin. Arch Mortgage Insurance Company ("Arch MI", affirm Baa1 stable): The affirmation of Arch MI's Baa1 financial strength is based on good support from its corporate parent (Arch Capital Group Ltd.), including access to additional capital if needed. Arch MI was founded in January 2014 when Arch Capital Group acquired CMG Mortgage Insurance Company and certain assets from an insurer in regulatory receivership. Its PMIER compliance was facilitated by negligible legacy exposures. Arch MI benefits from a reinsurance agreement with an 'A1' rated property-casualty sister company. Its Baa1 rating is based on: (a) a Baa3 standalone credit assessment, and (b) two notches of uplift due to implicit and explicit support from its ultimate parent. Although Arch MI has a diverse customer base of credit unions, it currently has the lowest market share in the sector and has yet to achieve scale. National Mortgage Insurance Corporation ("NMIC", affirm Ba2 stable): The affirmation of NMIC's Ba2 financial strength is based on its compliance with the PMIERS. Moody's rationale for the rating has not changed since the initial rating assignment in November 2015, and reflects the company's startup status, and its need for growth and additional capital to justify its cost structure and achieve critical scale. While Moody's believes additional funding and growth can be attained, it sees significant uncertainties related to both, in part due to NMIC's late entry into a crowded mortgage insurance market as the high-cost producer. Moreover, Moody's base case projections suggest that the company will not earn its cost of capital until 2018 or later. Moody's added that Genworth Mortgage Insurance Corp. (Ba1, review up) and United Guaranty Residential Insurance Co. (Baa1, review down) were not part of the rating action. WHAT COULD MOVE THE RATINGS UP OR DOWN Moody's sees the sector as a highly competitive business in which companies' fortunes tend to move in lockstep. As such, an improvement in the sector's credibility with stakeholders, a better track record, or public policy decisions that work materially in favor of mortgage insurers could provide upward rating pressure on this sector. Conversely, public policy decisions that work against the sector or widespread price competition in an effort to purchase market share could provide downward rating pressure on this sector. In addition, the following rating drivers apply to individual companies: Radian Guaranty Inc.: The following factors could lead to an upgrade: (a) better alignment of the parent's debt maturity profile to Radian Guaranty's expected dividend capacity and/or reduction of debt at the parent; (b) comfortable compliance with PMIERS; (c) more clarity about the range of potential outcomes in the group's tax dispute with the IRS. The following factors could lead to a downgrade: (a) non-compliance with PMIERS; (b) deterioration in the parent company's ability to meet its debt service requirements; (c) an adverse outcome on the IRS tax dispute that is significantly beyond the amount that has already been placed on deposit or held in reserves. MGIC: The following factors could lead to an upgrade: (a) noteholders convert their convertible notes to common shares; (b) better alignment of the parent's debt maturity profile to MGIC's expected dividend capacity and/or reduction of debt at the parent; (c) comfortable compliance with PMIERS; (d) more clarity about the range of potential outcomes in the group's tax dispute with the IRS. The following factors could lead to a downgrade: (a) non-compliance with PMIERS; (b) deterioration in the parent company's ability to meet its debt service requirements; (c) an adverse outcome on the IRS tax dispute that is significantly beyond the amount that has already been placed on deposit or held in reserves. Essent Guaranty, Inc.: The following factors could lead to an upgrade: (a) stronger market presence and broader client base on par with market leaders; (b) improved scaling of expense base; (c) increased capitalization relative to exposures. The following factors could lead to a downgrade: (a) non-compliance with PMIERs; (b) significant weakening of underwriting standards or pricing; (c) debt-to-capital ratio above 20%. Arch Mortgage Insurance Company: The following factors could lead to an upgrade: (a) ability to grow to scale and be on a clear trajectory towards a sub-70 combined ratio; (b) stronger capitalization, or a greater degree of support from Arch Capital or its affiliated entities. The following factors could lead to a downgrade: (a) failure to grow to scale; (b) termination of the reinsurance agreement with Arch Reinsurance Ltd.; (c) a downgrade of Arch Capital or lower implicit support from the group; (d) non-compliance with PMIERS. National Mortgage Insurance Corp.: The following factors could lead to an upgrade: (a) improved likelihood of attaining scale relative to its cost structure; (b) success in accessing capital to fund growth (in addition to the existing $150 million term loan); (c) comfortable compliance with PMIERs going forward. The following factors could lead to a downgrade: (a) failure to grow and attain scale; (b) inability to access enough capital to fund required growth; (c) non-compliance with PMIERs; (d) significant discounting of prices to buy market share; (e) debt-to-capital ratio above 35%. LIST OF AFFECTED RATINGS The following ratings have been upgraded with a stable outlook: Radian Guaranty Inc. -- upgraded financial strength to Baa3; Radian Group Inc. -- upgraded senior unsecured debt to Ba3; provisional senior unsecured shelf to (P)Ba3; provisional senior subordinate shelf to (P)B1; provisional subordinate shelf to (P)B1; provisional preferred shares shelf to (P)B2; provisional preferred non-cumulative shares shelf to (P)B2. Radian Mortgage Assurance Inc. -- upgraded financial strength to Baa3. Moody's will subsequently withdraw the credit rating for its own business reasons. Please refer to Moody's Investors Service's Withdrawal Policy, which can be found on our website, www.moodys.com. Mortgage Guaranty Insurance Corporation -- upgraded financial strength to Baa3. MGIC Indemnity Corporation -- upgraded financial strength to Baa3. MGIC Investment Corporation -- upgraded junior subordinate debt to B1 (hyb). The following ratings have been affirmed with a stable outlook: Essent Guaranty, Inc. -- financial strength at Baa2. Arch Mortgage Insurance Company -- financial strength at Baa1. National Mortgage Insurance Corporation -- financial strength at Ba2. NMI Holdings, Inc -- senior secured term loan at B2. [^] BOND PRICING: For the Week from January 25 to 29, 2016 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 99 Cents Only Stores LLC NDN 11.000 36.103 12/15/2019 A. M. Castle & Co CAS 12.750 71.099 12/15/2016 A. M. Castle & Co CAS 7.000 39.000 12/15/2017 A. M. Castle & Co CAS 12.750 70.750 12/15/2016 A. M. Castle & Co CAS 12.750 70.750 12/15/2016 ACE Cash Express Inc AACE 11.000 47.000 2/1/2019 ACE Cash Express Inc AACE 11.000 46.500 2/1/2019 AV Homes Inc AVHI 7.500 97.882 2/15/2016 Alpha Appalachia Holdings Inc ANR 3.250 1.000 8/1/2015 Alpha Natural Resources Inc ANR 6.000 0.260 6/1/2019 Alpha Natural Resources Inc ANR 6.250 0.209 6/1/2021 Alpha Natural Resources Inc ANR 7.500 1.000 8/1/2020 Alpha Natural Resources Inc ANR 4.875 0.100 12/15/2020 Alpha Natural Resources Inc ANR 3.750 0.500 12/15/2017 Alpha Natural Resources Inc ANR 7.500 0.869 8/1/2020 Alpha Natural Resources Inc ANR 7.500 0.869 8/1/2020 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 9.625 33.750 10/15/2018 American Eagle Energy Corp AMZG 11.000 8.000 9/1/2019 American Eagle Energy Corp AMZG 11.000 5.250 9/1/2019 American Energy-Permian Basin LLC / AEPB Finance Corp AMEPER 7.125 27.000 11/1/2020 American Energy-Permian Basin LLC / AEPB Finance Corp AMEPER 7.113 25.000 8/1/2019 American Energy-Permian 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8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 16.500 8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 16.500 8/15/2021 Avaya Inc AVYA 10.500 25.000 3/1/2021 Avaya Inc AVYA 10.500 29.290 3/1/2021 BPZ Resources Inc BPZR 6.500 4.000 3/1/2015 BPZ Resources Inc BPZR 8.500 4.000 10/1/2017 BPZ Resources Inc BPZR 6.500 3.948 3/1/2049 Basic Energy Services Inc BAS 7.750 26.875 2/15/2019 Basic Energy Services Inc BAS 7.750 26.100 10/15/2022 Berry Petroleum Co LLC LINE 6.375 20.000 9/15/2022 Berry Petroleum Co LLC LINE 6.750 22.130 11/1/2020 BioMed Realty LP BMR 6.125 110.131 4/15/2020 BioMed Realty LP BMR 4.250 98.530 7/15/2022 Black Elk Energy Offshore Operations LLC / Black Elk Finance Corp BLELK 13.750 2.600 12/1/2015 Bon-Ton Department Stores Inc/The BONT 10.625 56.000 7/15/2017 Bon-Ton Department Stores Inc/The BONT 10.625 57.250 7/15/2017 Bon-Ton Department Stores Inc/The BONT 10.625 57.250 7/15/2017 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 16.625 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 20.156 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 16.750 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 16.750 10/15/2020 CNG Holdings Inc CNGHLD 9.375 41.000 5/15/2020 CNG Holdings Inc CNGHLD 9.375 42.000 5/15/2020 Caesars Entertainment Operating Co Inc CZR 10.000 31.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 11.250 73.000 6/1/2017 Caesars Entertainment Operating Co Inc CZR 6.500 30.593 6/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 30.500 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 32.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 29.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 31.625 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 12.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 32.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 31.625 12/15/2018 California Resources Corp CRC 6.000 19.000 11/15/2024 California Resources Corp CRC 5.500 20.250 9/15/2021 California Resources Corp CRC 5.000 20.000 1/15/2020 California Resources Corp CRC 6.000 18.875 11/15/2024 California Resources Corp CRC 5.000 35.750 1/15/2020 California Resources Corp CRC 6.000 18.875 11/15/2024 California Resources Corp CRC 5.000 20.125 1/15/2020 Cenveo Corp CVO 11.500 65.500 5/15/2017 Cenveo Corp CVO 7.000 54.875 5/15/2017 Chaparral Energy Inc CHAPAR 9.875 19.190 10/1/2020 Chaparral Energy Inc CHAPAR 7.625 20.430 11/15/2022 Chaparral Energy Inc CHAPAR 8.250 18.000 9/1/2021 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chesapeake Energy Corp CHK 3.250 93.077 3/15/2016 Chesapeake Energy Corp CHK 6.500 48.500 8/15/2017 Chesapeake Energy Corp CHK 3.872 26.750 4/15/2019 Chesapeake Energy Corp CHK 6.625 26.925 8/15/2020 Chesapeake Energy Corp CHK 7.250 37.188 12/15/2018 Chesapeake Energy Corp CHK 6.125 28.000 2/15/2021 Chesapeake Energy Corp CHK 2.500 47.500 5/15/2037 Chesapeake Energy Corp CHK 6.875 28.245 11/15/2020 Chesapeake Energy Corp CHK 5.375 26.692 6/15/2021 Chesapeake Energy Corp CHK 2.500 47.375 5/15/2037 Chesapeake Energy Corp CHK 2.250 32.000 12/15/2038 Chesapeake Energy Corp CHK 2.750 5.000 11/15/2035 Chesapeake Energy Corp CHK 6.875 27.250 11/15/2020 Claire's Stores Inc CLE 8.875 19.795 3/15/2019 Claire's Stores Inc CLE 7.750 15.000 6/1/2020 Claire's Stores Inc CLE 10.500 44.720 6/1/2017 Claire's Stores Inc CLE 7.750 17.500 6/1/2020 Clean Energy Fuels Corp CLNE 5.250 42.109 10/1/2018 Cliffs Natural Resources Inc CLF 5.950 20.613 1/15/2018 Cliffs Natural Resources Inc CLF 5.900 15.250 3/15/2020 Cliffs Natural Resources Inc CLF 6.250 15.500 10/1/2040 Cliffs Natural Resources Inc CLF 4.875 14.400 4/1/2021 Cliffs Natural Resources Inc CLF 7.750 20.000 3/31/2020 Cliffs Natural 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Exploration Partners Inc ENEXPR 8.000 2.809 7/1/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 9.750 36.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 3.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 33.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 3.125 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 2.875 8/15/2017 Energy XXI Gulf Coast Inc EXXI 11.000 24.882 3/15/2020 Energy XXI Gulf Coast Inc EXXI 9.250 11.150 12/15/2017 Energy XXI Gulf Coast Inc EXXI 7.500 6.500 12/15/2021 Energy XXI Gulf Coast Inc EXXI 7.750 6.750 6/15/2019 Energy XXI Gulf Coast Inc EXXI 6.875 5.500 3/15/2024 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FTS International Inc FTSINT 6.250 19.000 5/1/2022 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Federal Farm Credit Banks FFCB 3.590 100.000 12/24/2029 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7/15/2019 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 19.250 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 21.100 12/1/2021 Lehman Brothers Holdings Inc LEH 4.000 5.500 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 5.500 2/7/2009 Lehman Brothers Inc LEH 7.500 3.750 8/1/2026 Light Tower Rentals Inc LHTTWR 8.125 44.500 8/1/2019 Light Tower Rentals Inc LHTTWR 8.125 44.000 8/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 8.625 15.635 4/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 14.968 5/15/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 7.750 12.250 2/1/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 12.500 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 12.000 36.000 12/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 11.500 9/15/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 12.375 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 12.375 11/1/2019 Logan's Roadhouse Inc LGNS 10.750 36.650 10/15/2017 MBIA Insurance Corp MBI 11.882 26.750 1/15/2033 MBIA Insurance Corp MBI 11.882 26.375 1/15/2033 MF Global Holdings Ltd MF 6.250 22.125 8/8/2016 MF Global Holdings Ltd MF 3.375 23.000 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 6.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 6.375 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 6.375 5/15/2018 Magnum Hunter Resources Corp MHRC 9.750 26.000 5/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.000 29.500 6/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 6.000 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 9.250 6.000 6/1/2021 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.000 66.500 6/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.876 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.876 10/1/2020 Modular Space Corp MODSPA 10.250 32.500 1/31/2019 Modular Space Corp MODSPA 10.250 32.250 1/31/2019 Molycorp Inc MCP 10.000 11.030 6/1/2020 Molycorp Inc MCP 6.000 1.260 9/1/2017 Molycorp Inc MCP 5.500 1.500 2/1/2018 Morgan Stanley & Co LLC MS 2.412 #N/A N/A 2/28/2016 Murray Energy Corp MURREN 11.250 14.000 4/15/2021 Murray Energy Corp MURREN 9.500 16.500 12/5/2020 Murray Energy Corp MURREN 11.250 13.750 4/15/2021 Murray Energy Corp MURREN 9.500 16.500 12/5/2020 Navient Corp NAVI 2.171 99.000 2/12/2016 Navistar International Corp NAV 4.750 39.500 4/15/2019 Navistar International Corp NAV 4.500 45.850 10/15/2018 New Enterprise Stone & Lime Co Inc NEENST 11.000 57.500 9/1/2018 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 8.625 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 23.500 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 16.250 5/15/2019 Nine West Holdings Inc JNY 8.250 23.000 3/15/2019 Nine West Holdings Inc JNY 6.125 14.000 11/15/2034 Nine West Holdings Inc JNY 6.875 15.000 3/15/2019 Nine West Holdings Inc JNY 8.250 23.250 3/15/2019 Noranda Aluminum Acquisition Corp NOR 11.000 9.700 6/1/2019 Nuverra Environmental Solutions Inc NESC 9.875 15.330 4/15/2018 Peabody Energy Corp BTU 6.000 8.250 11/15/2018 Peabody Energy Corp BTU 6.500 5.891 9/15/2020 Peabody Energy Corp BTU 6.250 5.901 11/15/2021 Peabody Energy Corp BTU 10.000 10.000 3/15/2022 Peabody Energy Corp BTU 7.875 5.750 11/1/2026 Peabody Energy Corp BTU 4.750 3.250 12/15/2041 Peabody Energy Corp BTU 10.000 11.500 3/15/2022 Peabody Energy Corp BTU 6.000 9.625 11/15/2018 Peabody Energy Corp BTU 6.000 17.250 11/15/2018 Peabody Energy Corp BTU 6.250 5.625 11/15/2021 Peabody Energy Corp BTU 6.250 5.625 11/15/2021 Penn Virginia Corp PVAH 8.500 16.250 5/1/2020 Penn Virginia Corp PVAH 7.250 13.920 4/15/2019 Performance Drilling Co LLC PERDRI 6.000 8.327 9/30/2022 Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018 Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018 PetroQuest Energy Inc PQ 10.000 57.120 9/1/2017 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 50.500 10/1/2018 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 52.000 10/1/2018 Quicksilver Resources Inc KWKA 9.125 2.250 8/15/2019 Quicksilver Resources Inc KWKA 11.000 1.250 7/1/2021 Quiksilver Inc / QS Wholesale Inc ZQK 10.000 6.250 8/1/2020 Quiksilver Inc / QS Wholesale Inc ZQK 7.875 20.375 8/1/2018 Quiksilver Inc / QS Wholesale Inc ZQK 7.875 20.125 8/1/2018 RAAM Global Energy Co RAMGEN 12.500 8.750 10/1/2015 RAIT Financial Trust RAS 7.000 77.000 4/1/2031 Resolute Energy Corp REN 8.500 38.050 5/1/2020 Rex Energy Corp REXX 8.875 12.250 12/1/2020 Rex Energy Corp REXX 6.250 14.000 8/1/2022 Rex Energy Corp REXX 8.875 12.125 12/1/2020 Rex Energy Corp REXX 8.875 12.125 12/1/2020 Rolta LLC RLTAIN 10.750 53.500 5/16/2018 Sabine Oil & Gas Corp SOGC 7.250 6.500 6/15/2019 Sabine Oil & Gas Corp SOGC 7.500 6.500 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 6.750 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 6.750 9/15/2020 SandRidge Energy Inc SD 8.750 19.000 6/1/2020 SandRidge Energy Inc SD 7.500 0.765 3/15/2021 SandRidge Energy Inc SD 8.750 3.520 1/15/2020 SandRidge Energy Inc SD 8.125 0.271 10/15/2022 SandRidge Energy Inc SD 7.500 0.730 2/15/2023 SandRidge Energy Inc SD 8.125 0.375 10/16/2022 SandRidge Energy Inc SD 8.750 17.425 6/1/2020 SandRidge Energy Inc SD 7.500 0.444 3/15/2021 SandRidge Energy Inc SD 7.500 0.444 3/15/2021 Savient Pharmaceuticals Inc SVNT 4.750 0.225 2/1/2018 Sequa Corp SQA 7.000 26.750 12/15/2017 Sequa Corp SQA 7.000 26.750 12/15/2017 Seventy Seven Energy Inc SSE 6.500 7.000 7/15/2022 Seventy Seven Operating LLC SSE 6.625 22.000 11/15/2019 Seventy Seven Operating LLC SSE 6.625 38.000 11/15/2019 Seventy Seven Operating LLC SSE 6.625 20.500 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 43.500 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 43.500 11/15/2019 Solazyme Inc SZYM 6.000 51.734 2/1/2018 Speedy Cash Intermediate Holdings Corp SPEEDY 10.750 55.000 5/15/2018 Speedy Cash Intermediate Holdings Corp SPEEDY 10.750 55.500 5/15/2018 Speedy Cash Intermediate Holdings Corp SPEEDY 10.750 55.250 5/15/2018 Speedy Cash Intermediate Holdings Corp SPEEDY 10.750 55.250 5/15/2018 Speedy Group Holdings Corp SPEEDY 12.000 53.375 11/15/2017 Speedy Group Holdings Corp SPEEDY 12.000 53.375 11/15/2017 SquareTwo Financial Corp SQRTW 11.625 35.000 4/1/2017 Stone Energy Corp SGY 1.750 59.000 3/1/2017 SunEdison Inc SUNE 2.000 38.000 10/1/2018 SunEdison Inc SUNE 0.250 20.149 1/15/2020 Swift Energy Co SFY 7.875 9.250 3/1/2022 Swift Energy Co SFY 7.125 3.550 6/1/2017 Swift Energy Co SFY 8.875 4.361 1/15/2020 Syniverse Holdings Inc SVR 9.125 39.500 1/15/2019 TMST Inc THMR 8.000 15.250 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 43.500 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 35.500 2/15/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 TetraLogic Pharmaceuticals Corp TLOG 8.000 26.500 6/15/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 5.625 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 32.250 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 6.150 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 32.000 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 2.800 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 5.875 11/1/2015 Triangle USA Petroleum Corp TPLM 6.750 17.500 7/15/2022 Triangle USA Petroleum Corp TPLM 6.750 27.000 7/15/2022 UCI International LLC UCII 8.625 28.250 2/15/2019 Vanguard Natural Resources LLC / VNR Finance Corp VNR 7.875 15.750 4/1/2020 Venoco Inc VQ 8.875 10.050 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 16.500 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 13.000 1.350 8/1/2020 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 14.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 13.000 0.138 8/1/2020 Verso Paper Holdings LLC / Verso Paper Inc VRS 13.000 0.138 8/1/2020 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 14.000 1/15/2019 W&T Offshore Inc WTI 8.500 26.500 6/15/2019 Walter Energy Inc WLTG 9.500 27.250 10/15/2019 Walter Energy Inc WLTG 9.500 28.500 10/15/2019 Walter Energy Inc WLTG 9.500 27.000 10/15/2019 Walter Energy Inc WLTG 9.500 27.000 10/15/2019 Warren Resources Inc WRES 9.000 7.375 8/1/2022 Warren Resources Inc WRES 9.000 7.375 8/1/2022 Warren Resources Inc WRES 9.000 7.375 8/1/2022 iHeartCommunications Inc IHRT 10.000 41.500 1/15/2018 iHeartCommunications Inc IHRT 6.875 52.914 6/15/2018 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* 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. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***