/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160202.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 2, 2016, Vol. 20, No. 33 Headlines 35 INNISBROOK: Case Summary & 7 Largest Unsecured Creditors 4522 KATELLA: Court Grants Bid for Turnover of Apartment Complexes 99¢ ONLY: Moody's Lowers CFR to Caa1, Outlook Negative ADDICTION SPECIALISTS: Case Summary & 20 Top Unsecured Creditors ADVANCED MICRO DEVICES: BlackRock Reports 7% Stake as of Dec. 31 AFFIRMATIVE INSURANCE: Rehabilitator Granted Leave to File Reply ALKAME HOLDINGS: Going Concern Doubt Amid Net Loss, Deficit ALLIED SECURITY: S&P Affirms 'B' CCR, Outlook Stable ALPHA NATURAL: Cash Incentive Payments to Employees Approved ALPHA NATURAL: Payment of Up to $11.9M in Manager Bonuses Okayed ALVION PROPERTIES: Court Set to Hear Dismissal of Case AMERICAN APPAREL: Gets Approval to Conduct Sales at 8 Stores AMERICAN APPAREL: Sells Oak Stores Back to Founders AMERICAN POWER: Gregory Ho Reports 38.5% Stake as of Jan. 14 ATLANTIC CITY, NJ: Former Emergency Manager Upbeat on Future AXION POWER: To Delist Shares From Nasdaq Due to Non-Compliance BARISTAS COFFEE: Going Concern Doubt Amid History of Losses BC CAPITAL: Claims Bar Date Set for April 30 BION ENVIRONMENTAL: To Unlock Greater Value From Livestock Waste BLUE BIRD: Auditor Raises Going Concern Doubt for Hennessy Capital BOOMERANG SYSTEMS: Judge Approves March 23 Auction CALCEUS ACQUISITION: S&P Lowers CCR to 'B-', Outlook Stable CCNG ENERGY: $30 Million DIP Financing Approved CCNG ENERGY: Feb. 4 Set as Claims Bar Date CCNG ENERGY: Gets Add'l $3.10MM Under DIP Loan Agreement CHICAGO BOARD OF EDUCATION: In Turmoil as Bond Sale Delayed CHICAGO BOARD: Moody's Lowers Rating on $5.5BB GO Debt to B2 CHIEF POWER: Moody's Lowers Rating on Sr. Sec. Facilities to B1 CLIFFS NATURAL: Reports Fourth-Quarter & Full-Year 2015 Results COMSTOCK MINING: Incurs $15.9 Million Net Loss in 2015 CRP-2 HOLDINGS: Has Access to Cash Collateral Until Feb. 29 CTI BIOPHARMA: Has Est. Net Fin'l Standing of $65M as of Dec. 31 DAVID'S BRIDAL: Moody's Lowers CFR to Caa1, Outlook Negative DIFFUSION PHARMA: Changes Stock Ticker Symbol Change to DFFN DOLLAR TREE: S&P Raises CCR to 'BB+', Outlook Stable EARLY LIGHT: S&P Affirms 'BB+' Rating on 2014 Charter School Bonds EDWARD THOMAS: Cal. App. Grants Writ of Mandate Bid in Corona Suit EMPIRE TODAY: S&P Puts 'B-' CCR on CreditWatch Negative ENDURANCE INTERNATIONAL: S&P Retains 'B' CCR on 1st Lien Facility EXTREME PLASTICS: Case Summary & 20 Largest Unsecured Creditors FIRST DATA: BlackRock Owns 5.3% of Class A Shares of Dec. 31 FIRST DATA: Leon Cooperman Reports 9.4% Equity Stake as of Dec. 31 FPL ENERGY: S&P Affirms 'B-' Rating on $125MM Sr. Sec. Notes FREEDOM TANK: Case Summary & 20 Largest Unsecured Creditors FTE NETWORKS: Changes Fiscal Year End to December 31 GEOMET INC: To Suspend Reporting Obligations with SEC HAGGEN HOLDINGS: Boies Schiller Approved as Litigation Counsel HAGGEN HOLDINGS: Committee Has Standing to Sue Affiliates, Comvest HAGGEN HOLDINGS: Court Okays Young Conaway as Co-counsel HAGGEN HOLDINGS: Court OKs Pachulski Stang as Committee Counsel HAGGEN HOLDINGS: Pacific Pharmacy Approved as Broker HANCOCK FABRICS: Reports Net Loss, Raises Going Concern Doubt HOOVER GROUP: Moody's Lowers CFR to B3, Outlook Stable HOVENSA LLC: Has Until April 12 to Decide on Unexpired Leases HWA PROPERTIES: Ch. 11 Bar Order Unnecessary, Court Rules INTERNATIONAL SUPPLY: Committee Hires Goldstein as Legal Counsel INTERNATIONAL SUPPLY: Committee Hires R.J. Montgomery as Appraiser INTERNATIONAL SUPPLY: Heartland Granted $4.78-Mil. Secured Claim INTERNATIONAL SUPPLY: UCC Hires Fin'l Advisor, Investment Banker INTERPOOL INC: S&P Revises Outlook to Stable & Affirms 'B+' CCR JOHN ALBERT UPTON: Claims Not Listed on Schedules Aren't Sold KU6 MEDIA: Signs Strategic Cooperative Agreement With 720Yun.com LATTER RAIN: Case Summary & 20 Largest Unsecured Creditors LI3 ENERGY: Admits Negative Capital Position, Going Concern Doubt LIQUID HOLDINGS: Wins Approval to Move Ahead with Sale MANITOWOC COMPANY: Moody's Lowers Corporate Family Rating to B2 MISSION NEW ENERGY: Ends 2015 With A$1.8 Million in Cash MOTORS LIQUIDATION: No Units Distribution for Fiscal Q4 2015 MURRAY ENERGY: S&P Lowers Corporate Credit Rating to 'SD' NATIONAL CINEMEDIA: BlackRock Reports 5.5% Stake as of Dec. 31 NEW GULF RESOURCES: US Trustee to Continue 341 Meeting on Feb. 5 NEW GULF: Balks at Regiment Objection, Lack of Alternative NEW GULF: Says ENXP's Disputed Interests Adequately Protected NORANDA ALUMINUM: Moody's Lowers CFR to Ca, Outlook Negative NOVATION COMPANIES: Posts Net Loss, Raises Going Concern Doubt O&S TRUCKING: Can't Challenge Confirmed Plan, 8th Cir. BAP Rules OFFSHORE GROUP: Nobu Su Appeals Bankruptcy Plan Confirmation Order OMNICOMM SYSTEMS: Swaps Common Shares for Preferred Shares ONE SOURCE INDUSTRIAL: Ch. 11 Trustee Can Abandon Property ONE SOURCE INDUSTRIAL: Court Directs Forshey to Turn Over $296K ONE SOURCE INDUSTRIAL: Harper & Pearson OK'd to Audit 401(k) Plan ONE SOURCE INDUSTRIAL: Michael McConnel Named Ch. 11 Trustee ORTHO-CLINICAL DIAGNOSTICS: Moody's Cuts CFR to B3, Outlook Stable OUTER HARBOR: Case Summary & 20 Largest Unsecured Creditors OXYSURE THERAPEUTICS: Seeks Probe Into Short Selling Activities PACIFIC GOLD: Incurs $2.20 Million Net Loss in Fiscal 2014 PONTIAC CITY SCHOOL: Moody's Affirms Caa1 Issuer Rating PORTER BANCORP: Reports 4th Quarter 2015 Results PROSERV GLOBAL: Moody's Lowers CFR to Caa3, Outlook Negative PROWLER ACQUISITION: S&P Lowers CCR to 'CCC+', Outlook Stable QUANTUM CORP: BlackRock Reports 5.6% Equity Stake as of Dec. 31 QUANTUM CORP: Reports Fiscal Third Quarter 2016 Results QUANTUM CORP: Starboard Value Reports 14.8% Stake as of Jan. 25 QUICKSILVER RESOURCES: Court Approves Bluestone as Winning Bidder RANK TRADE: Case Summary & 18 Largest Unsecured Creditors RCS CAPITAL: Case Summary & 30 Largest Unsecured Creditors RCS CAPITAL: Files for Chapter 11 with Support From Creditors RCS CAPITAL: Files Prearranged Chapter 11 Plan of Reorganization REALOGY HOLDINGS: Appoints Duncan Niederauer as Director SAMSON RESOURCES: Seeks Authority to Pay Executive Bonuses SANDPOINT CATTLE: Craig's Bid to Junk Malpractice Suit Denied SCIENTIFIC GAMES: BlackRock Holds 5.5% Stake as of Dec. 31 SEQUENOM INC: BlackRock Reports 7.2% Stake as of Dec. 31 SFX ENTERTAINMENT: Case Summary & 40 Largest Unsecured Creditors SL GREEN: S&P Raises Corp. Credit Rating From 'BB+' SOUNDVIEW ELITE: Trustee Wins Partial Judgment in Suit v. Composite SPANISH BROADCASTING: BlackRock Holds 5.2% of Class A Shares STAR AMBULANCE: Case Summary & 8 Largest Unsecured Creditors SYNIVERSE HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable TENET HEALTHCARE: BlackRock Reports 8.8% Stake as of Dec. 31 TLH INVESTMENTS: Court Denies Sale, Converts Case to Ch. 7 TROPICANA ENTERTAINMENT: Court Clarifies 75/25 Allocation Decision U.S. STEEL CANADA: Sale or Investment Bids Due Feb. 29 US STEEL: S&P Lowers CCR to 'B', Outlook Negative WALTER ENERGY: Can Borrow Up to $50-Mil., Court Says WALTER ENERGY: To Sell Remaining U.S. Assets to VCLF's Seminole WILLIAM JACOB MANAGEMENT: Voluntary Chapter 11 Case Summary YRC WORLDWIDE: BlackRock Reports 5.5% Stake as of Dec. 31 YRC WORLDWIDE: Marc Lasry Reports 14.7% Stake as of Jan. 28 ZOGENIX INC: BlackRock Reports 6.5% Stake as of Dec. 31 [*] 13 Taube Summers Bankruptcy Lawyers Join Waller in Austin [*] Energy Veteran Joins Paul Hastings in Houston [^] Large Companies with Insolvent Balance Sheet ********* 35 INNISBROOK: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 35 Innisbrook LLC 35 Innisbrook Ave. Las Vegas, NV 89113 Case No.: 16-10421 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Seth D Ballstaedt, Esq. THE BALLSTAEDT LAW FIRM 9555 S. Eastern Ave, Ste #210 Las Vegas, NV 89123 Tel: (702) 715-0000 Fax: (702) 666-8215 Email: seth@ballstaedtlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roderick Nielsen, managing member. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-10421.pdf 4522 KATELLA: Court Grants Bid for Turnover of Apartment Complexes ------------------------------------------------------------------ In a Memorandum Opinion and Judgment dated January 6, 2016, which is available at http://is.gd/dgL8Dhfrom Leagle.com, Judge Dale L. Somers of the United States Bankruptcy Court for the District of Kansas granted 4522 Katella Avenue, LLC's Motion for Turnover, which prays for an order compelling Harry Drake, a state court receiver of real property of the Debtor, to turnover the estate property in his possession. The real properties which are the subject of the motion are two apartment complexes located in Wichita, Kansas owned by the Debtor. One is a 70-unit property known as Longfellow and the other is a 46-unit property known as Parkdale or Carter. The Debtor is also the owner of a 18-unit town house property known as Beach. Although ColFin M5 Funding has recently acquired the Debtor's note secured by Beach, that property is in the possession of the Debtor and not included in the turnover motion. The case is In re: 4522 KATELLA AVENUE, LLC, Chapter 11, Debtor, Case No. 15-12107. 4522 Katella Avenue, LLC, Debtor, is represented by David G. Arst, Arst & Arst, P.A. Long Beach, California-based 4522 Katella Avenue, LLC, sought protection under Chapter 11 of the Bankruptcy Code on September 25, 2015 (Bankr. D. Ks., Case No. 15-12107). The Debtor's Counsel is David G. Arst, Esq., at Arst & Arst, P.A., in Wichita, Kansas. The petition was signed by James A. Rainboldt, managing member. 99¢ ONLY: Moody's Lowers CFR to Caa1, Outlook Negative ------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating and Probability of Default Rating of 99¢ Only Stores to Caa1 and Caa1-PD from B3 and B3-PD respectively. Moody's also downgraded the ratings of the company's senior secured term loan to Caa1 from B3 and its senior unsecured notes to Caa3 from Caa2. In addition, the company's Speculative Grade Liquidity Rating is lowered to SGL-4 from SGL-3. The rating outlook remains negative. "99¢ Only Stores' liquidity profile is weak and operating performance continues to be challenged with declining same store sales, margins and earnings which has resulted in the weakening of credit metrics to levels that are not consistent with current ratings", Moody's Senior Analyst Mickey Chadha stated. "Although operating results could stabilize as the new management team implements certain strategic initiatives, we expect credit metrics and liquidity to remain weak for the next 12 months", Chadha further stated. These ratings are downgraded: Corporate Family Rating Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD $615 million senior secured term loan Downgraded to Caa1 (LGD3) from B3(LGD3) $250 million Senior Unsecured Notes Downgraded to Caa3(LGD5) from Caa2(LGD5) Speculative Grade Liquidity Rating, lowered to SGL-4 from SGL-3 RATINGS RATIONALE The Caa1 Corporate Family Rating reflects 99¢ Only Stores' weak credit metrics and liquidity profile, geographic concentration in California and increased competition from other dollar store operators in its core markets. For the LTM period ending October 2015, the company's debt/EBITDA (including lease adjustments) was approximately 10 times and EBIT/interest was below 1.0 times. Moody's expects only modest improvement in the company's key credit metrics over the next 12 months as the new management team implements a turnaround strategy which includes improved inventory and shrink management, more effective promotional strategies, and improved effeciencies. Despite improvements in working capital and substantially reduced capital spending for new store growth, Moody's expects free cash flow to be only slightly positive in the next 12 months. In addition, the company's speculative grade liquidity rating of SGL-4 also reflects the near-term maturity of its $185 million ABL revolving credit facility which expires in January 2017. Despite these significant challenges, Moody's has a favorable view of growth prospects for the dollar store sector which benefits from affordable, low price points and relative resistance to economic cycles. The negative outlook reflects the potential for further earnings declines given the risk associated with a successful turnaround plan. The negative outlook also reflects the possibility of a distressed exchange as the company's unsecured notes are trading at distressed levels. Ratings could be downgraded if credit metrics do not stabilize from current levels or if the company fails to address the near-term maturity of its ABL revolving credit facility. Any change in the company's financial policies, including a higher risk of a distressed exchange, could also result in a downgrade. Given the negative outlook, a ratings upgrade is unlikely in the near-term. Ratings could be upgraded should 99¢ Only Stores earnings grow such that debt to EBITDA approaches 7.0 times and EBIT to interest expense rises above 1.0 time. A ratings upgrade would also require adequate liquidity and financial policies which would support leverage and coverage remaining at these improved levels. 99¢ Only Stores is 100% owned by Ares Management and Canada Pension Plan Investment Board. As of Oct. 30, 2015, the Company operated 389 retail stores with 281 in California, 49 in Texas, 38 in Arizona, and 21 in Nevada. Revenues are about $2.0 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. ADDICTION SPECIALISTS: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Addiction Specialists, Inc. 1023 Pittsburgh Street, Suite 102 Uniontown, PA 15401 Case No.: 16-20278 Nature of Business: Health Care Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Carlota M. Bohm Debtor's Counsel: Robert O Lampl, Esq. ROBERT O LAMPL, ATTORNEY AT LAW 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: 412-392-0330 Fax: 412-392-0335 Email: rol@lampllaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sean Sugarman, secretary. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb16-20278.pdf ADVANCED MICRO DEVICES: BlackRock Reports 7% 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 56,317,323 shares of common stock of Advanced Micro Devices Inc. representing 7.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/iaG7Yk About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. * * * As reported by the TCR on Oct. 22, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that AMD will experience a more gradual return to revenue growth, ongoing competitive challenges to restore operating profitability, and more severe operating losses and negative free cash flow through 2016 than we had previously forecast, despite recent improvements to its liquidity," said Standard & Poor's credit analyst John Moore. As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. In July 2015, Moody's Investors Service lowered Advanced Micro Devices, Inc's ("AMD") corporate family rating to Caa1 from B3, and the ratings on the senior unsecured notes to Caa2 from Caa1. The downgrade of the corporate family rating to Caa1 reflects AMD's prospects for ongoing operating losses over the next year and negative free cash flow. AFFIRMATIVE INSURANCE: Rehabilitator Granted Leave to File Reply ---------------------------------------------------------------- U.S. Bankruptcy Judge Christopher Sontchi has granted a motion filed by Affirmative Insurance Co.'s rehabilitator for leave to file a reply to the company's objection to the conversion of its Chapter 11 case to a Chapter 7 liquidation. Anne Melissa Dowling, Acting Director of Insurance of the State of Illinois, filed the motion after the company made a claim in its objection that $750,000 that is held in premium fund trust accounts is free for the company's use pursuant to Illinois insurance law. According to Ms. Dowling, the objection as well as the reply filed by the company's official committee of unsecured creditors in support of its bid to convert the case presented new arguments that have not yet been addressed. Ms. Dowling further said her reply "will assist the court in analyzing the facts and law at issue." On Dec. 30 last year, the committee requested the conversion of Affirmative's bankruptcy case to one under Chapter 7, saying the company has no business to reorganize, its estate is administratively insolvent, and that it has no hope of confirming a feasible plan of reorganization or liquidation. About Affirmative Insurance Affirmative Insurance Holdings, Inc., Affirmative Management Services, Inc., Affirmative Services, Inc., Affirmative Underwriting Services, Inc., Affirmative Insurance Services, Inc., Affirmative General Agency, Inc., Affirmative Insurance Group, Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015. The petition was signed by Michael J. McClure as chief executive officer. The Debtors have engaged McDermott Will & Emery LLP as general bankruptcy counsel, Polsinelli PC as Delaware and conflicts counsel, Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP as financial advisor and Rust Consulting/Omni Bankruptcy as notice and claims agent. The Debtors disclosed total assets of $25.20 million and total debts of $91.26 million as of Aug. 31, 2015. Founded in June 1998, Affirmative provides non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. NSPAI policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources, or other factors. ALKAME HOLDINGS: Going Concern Doubt Amid Net Loss, Deficit ----------------------------------------------------------- Alkame Holdings, Inc., reported a net loss of $758,158 for the three months ended March 31, 2015, compared with a net loss of $302,435 for the three months ended March 31, 2014. For the three months ended March 31, 2015, the company has recognized only $294,006 in revenue and as of March 31, 2015 had an accumulated deficit of $9,229,508. The continuation of the company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the company's future operations, according to Robert Eakle, chief executive officer, president and director of the company, in a regulatory filing with the U.S. Securities and Exchange Commission on December 15, 2015. "These factors raise substantial doubt regarding the company's ability to continue as a going concern." Mr. Eakle added, "We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited consolidated financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing." At March 31, 2015, the company had total assets of $2,950,929, total liabilities of $5,193,036 and a total stockholders' deficit of $2,242,107. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/z3u6vch Las Vegas-based Alkame Holdings, Inc. is in the business of distributing bottled/canned alkaline, antioxidant and oxygenated water. On Jan. 13, 2015, the company completed the acquisition of Xtreme Technologies, Inc. and consequently acquired the patents on the proprietary process that the company believes is the most technologically advanced in water treatment systems for complete hydration. The company assumed the operations of Xtreme and continues its business of distributing technologically enhanced bottled water. ALLIED SECURITY: S&P Affirms 'B' CCR, Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on Conshohocken, Pa.-based Allied Security Holdings LLC. The outlook is stable. S&P also affirmed its 'B+' issue-level rating on the company's first-lien $81 million revolving facility due 2021 and $664 million term loan due 2021, and its 'CCC+' issue-level rating on the second-lien $295 million term loan due 2021. The recovery ratings on the first-lien facilities are unchanged at '2', which indicates S&P's expectation for lenders to receive substantial (70% to 90%, at the low end of the range) recovery in the event of payment default, and the recovery rating on the second-lien term loan is unchanged at '6', indicating S&P's expectation for lenders to receive negligible (0% to 10%) recovery in the event of payment default. Pro forma for the acquisition by Wendel Group, outstanding debt was approximately $983 million. "The ratings affirmation reflects Allied Security's recent acquisition by Wendel Group, high debt leverage, narrow business focus, and participation in the fragmented manned security services industry. We have also factored into the rating the company's good market position, flexible cost structure, diversified client base, and solid client retention experience. Debt-to-EBITDA increased with the recent company sale to Wendel Group, and we expect credit metrics to improve in 2016 and beyond," said Standard & Poor's credit analyst Peter Deluca. The stable rating outlook reflects S&P's expectation that Allied Security will, over the next year, at least maintain credit metrics near current levels, including debt-to-EBITDA in the mid-6x area. ALPHA NATURAL: Cash Incentive Payments to Employees Approved ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia on January 27, 2016, entered an order approving the implementation of the Key Employee Incentive Plan for Certain Insider Employees for 2016 proposed in the Chapter 11 cases of Alpha Natural Resources, Inc. and its debtor-affiliates. The KEIP provides potential cash incentive payments to seven executive employees of the Company and eight non-executive employees of the Company who were not permitted to participate in the Key Employee Retention Program, including two of the Company's named executive officers. The KEIP has one six-month performance period, commencing on January 1, 2016 and ending on June 30, 2016. Under the KEIP, during the performance period, the KEIP Participants will earn incentive payments upon achievement of certain performance goals across specific performance metrics. The performance metrics include: annualized cost savings, specified levels of adjusted ending book cash and safety and environmental metrics. The performance goals for the cost savings and ending book cash metrics relate to specific dollar amounts that must be achieved. The performance targets will be adjusted to reflect the effects of asset sales, financing-related transactions and certain other events to neutralize their impact. KEIP Participants are entitled to payments under the KEIP at or between threshold, target or maximum payout opportunities with respect to each performance metric, depending the level of achievement of the performance metrics. KEIP Participants are not entitled to payment for achievement of any performance metric that falls below threshold performance. Each performance metric is weighted differently and has different target opportunities, as follows: (i) the annual cost savings metric is 30% of the total payout opportunity, with an aggregate cost of $2.04 million at target; (ii) the ending book cash metric is 55% of the total payout opportunity, with an aggregate cost of $3.75 million at target; (iii) the safety metric is 7.5% of the total payout opportunity, with an aggregate cost of $0.511 million at target; and (iv) the environmental metric is 7.5% of the total payout opportunity, with an aggregate cost of $0.511 million at target. In addition, all award payments will be deemed earned at target upon the occurrence of either of the following prior to June 30, 2016: (A) a confirmation of a chapter 11 plan or (B) one or more change of control transactions, or combinations thereof, for assets representing more than 50% of the assets of the debtors in the bankruptcy action. The aggregate cost of the KEIP, if no performance goals were achieved, would be $0. The aggregate cost of the KEIP, if performance goals were achieved at threshold, target and maximum levels across all metrics for the performance period, would be $3.408 million, $6.816 million or $11.928 million, respectively. Certain details relating to the payout opportunities for the individual participants have been filed under seal with the Bankruptcy Court. 75% of a KEIP Participant's earned incentive award will be paid within 30 days of June 30, 2016, and 25% will be paid upon confirmation of a chapter 11 plan, if a chapter 11 plan is confirmed by December 31, 2016. If a chapter 11 plan is not confirmed by December 31, 2016, the remaining 25% of the incentive award will be forfeited. If a KEIP Participant is terminated without cause before the occurrence of any of the events, or before the end of the performance period, such KEIP Participant will remain eligible to receive payments in the normal course under the KEIP based on actual performance. All KEIP Participants will be deemed to have waived any claim related to any retention agreement that had not expired on August 3, 2015. About Alpha Natural Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of Dec. 31, 2014, the Company operated 60 mines and 22 coal preparation plants in Northern and Central Appalachia and the Powder River Basin, with approximately 8,900 employees. Alpha Natural Resources, Inc. and certain of its wholly-owned subsidiaries filed voluntary petitions (Bankr. E.D. Va. Lead Case No. 15-33896) on Aug. 3, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Jones Day serves as general counsel to the Debtors. Hunton & Williams LLP acts as the Debtors' local counsel. Rothschild Group represents as the Debtors' financial advisor. The Debtors' investment banker is Alvarez & Marsal Holdings, LLC. Kurtzman Carson Consultants serves as the Debtors' claims and noticing agent. ALPHA NATURAL: Payment of Up to $11.9M in Manager Bonuses Okayed ---------------------------------------------------------------- Bill Estep at Lexington Herald Leader reports that the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia has ruled that Alpha Natural Resources can pay potential bonuses of up to $11.9 million to senior managers during its bankruptcy. The payments would be reasonable and justified because the expertise of senior managers will be critical in efforts to restructure and return the company to profitability, the Company said in court documents. Herald Leader relates that under the incentive plan, 15 managers deemed to be key employees can qualify for bonuses this year from a pool of between $3.4 million to $11.92 million, based on how well the Company meets goals in areas like lessening costs. According to Herald Leader, United Mine Workers of America spokesperson Phil Smith said the union is looking at whether to appeal. The report says that the UMWA, along with union health and retirement funds and a government watchdog, had opposed the request, saying that the bonuses would merely reward the Company's managers for work they're already being paid well to do, and would not be proper given the Company's financial distress. About Alpha Natural Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of Dec. 31, 2014, the Company operated 60 mines and 22 coal preparation plants in Northern and Central Appalachia and the Powder River Basin, with approximately 8,900 employees. Alpha Natural Resources, Inc. and certain of its wholly-owned subsidiaries filed voluntary petitions (Bankr. E.D. Va. Lead Case No. 15-33896) on Aug. 3, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Jones Day serves as general counsel to the Debtors. Hunton & Williams LLP acts as the Debtors' local counsel. Rothschild Group represents as the Debtors' financial advisor. The Debtors' investment banker is Alvarez & Marsal Holdings, LLC. Kurtzman Carson Consultants serves as the Debtors' claims and noticing agent. ALVION PROPERTIES: Court Set to Hear Dismissal of Case ------------------------------------------------------ A U.S. bankruptcy court is set to hear a motion filed by Alvion Properties Inc. to dismiss its Chapter 11 case. The U.S. Bankruptcy Court for the Southern District of Illinois will take up the motion at a hearing on Feb. 29. The company filed the motion on Jan. 13 in which it asked for the dismissal of the case and approval to pay the remaining claims of five creditors totaling $39,338. The company had earlier paid more than $4.48 million to Farmers State Bank of Alto Pass, George Howard and SWRR Properties Inc., and a group led by Coffman Law Group. Alvion used the proceeds from the sale of its real properties to pay the claims. The sale generated more than $6.02 million, court filings show. 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 APPAREL: Gets Approval to Conduct Sales at 8 Stores ------------------------------------------------------------ American Apparel Inc. received court approval to conduct closing sales at eight stores run by the company. Four of the stores are located in California while the other stores are located in Connecticut, New Jersey, Oregon and Wisconsin. Centercal Properties LLC had earlier opposed the sale guidelines proposed by the company. The landlord expressed concern these would put its property at risk of potential damages. American Apparel resolved the objection by including a provision that allows the company and landlords to enter into agreements modifying the sale guidelines, court filings show. The sales were approved by Judge Brendan Shannon of the U.S. Bankruptcy Court for the District of Delaware. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. * * * The Debtors filed a proposed Joint Plan of Reorganization that contemplates converting more than $200 million of senior notes into equity interests of the reorganized American Apparel. On Nov. 20, 2015, the Court approved the Disclosure Statement and set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation hearing. On Jan. 10, the Debtors received a letter from former CEO Dov Charney disclosing a proposed $300 million alternative transaction that will be funded by Hagan Capital Group and Silver Creek Capital Partners but American Apparel rejected the proposal. On Jan. 25, 2016, the Court held a telephonic hearing, granting confirmation of the Debtors' First Amended Plan, provided certain revisions were made to the First Amended Plan and the proposed confirmation order. AMERICAN APPAREL: Sells Oak Stores Back to Founders --------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reported that the Oak chain of clothing stores, a seller of avant-garde basics to urban creatives, is back in the hands of its two founders after a brush with death during American Apparel Inc.'s bankruptcy case. According to the DBR report, Louis Terline and Jeff Madalena, who opened the first Oak location in 2005 in Willimsburg, Brooklyn, bought the retailer back from American Apparel in January. The deal saved Oak's four stores that are divided between the New York City area -- there is also one on NoHo's Bond Street and one in Greenpoint, Brooklyn -- and Los Angeles, the DBR report related. Kim Bhasin, writing for Bloomberg Brief - Distress & Bankruptcy, reported that in 2013, Dov Charney, the founder and, at the time, chief executive of American Apparel, bought Oak for an undisclosed sum, and the original owners gave up their stake in the company. According to Bloomberg, after Charney's ouster, it was clear to Terline that American Apparel had no place for a boutique like Oak. "They told us, straight up, that they didn't have the resources to dedicate to us, but they still wanted us to somehow achieve profitability," Terline told Bloomberg. In January, Terline, Madalena, and outside investors repurchased the company out of bankruptcy proceedings for less than $600,000. The founders regain enough equity to "feel comfortable," Terline further told Bloomberg, relieved he's done dealing with bankruptcy court and getting unhitched from American Apparel. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. * * * The Debtors filed a proposed Joint Plan of Reorganization that contemplates converting more than $200 million of senior notes into equity interests of the reorganized American Apparel. On Nov. 20, 2015, the Court approved the Disclosure Statement and set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation hearing. On Jan. 10, the Debtors received a letter from former CEO Dov Charney disclosing a proposed $300 million alternative transaction that will be funded by Hagan Capital Group and Silver Creek Capital Partners but American Apparel rejected the proposal. On Jan. 25, 2016, the Court held a telephonic hearing, granting confirmation of the Debtors' First Amended Plan, provided certain revisions were made to the First Amended Plan and the proposed confirmation order. AMERICAN POWER: Gregory Ho Reports 38.5% Stake as of Jan. 14 ------------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, Gregory P. Ho disclosed that as of Jan. 14, 2016, he beneficially owns 32,785,233 of common stock of American Power Group Corporation representing 38.5 percent of the shares oustanding. Included in the filing are the following reporting persons: No. of Shares Percent Beneficially of Name Owned Class ---- ------------ -------- SMC Select Co-Investment Fund I, LP 7,962,950 12.9% SMC Reserve Fund II, LP 11,365,513 17.2% SMC Reserve Fund II Offshore, LP 2,841,377 4.9% SMC Employees Partnership 9,095,393 14.3% SMC Select Co-Investment I GP, LLC 7,850,603 12.7% SMC Private Equity Holdings G.P., LLC 1,500,000 2.6% SMC Private Equity Holdings, LP 1,500,000 2.6% Spring Mountain Capital G.P., LLC 23,669,840 30.8% Spring Mountain Capital, LP 23,669,840 30.8% Spring Mountain Capital, LLC 23,669,840 30.8% John L. Steffens 32,785,233 38.5% A full-text copy of the regulatory filing is available at: http://is.gd/cfwpxg About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ For the 12 months ended Sept. 30, 2015, the Company reported a net loss available to common shareholders of $1.04 million on $2.95 million of net sales compared to a net loss available to common shareholders of $920,000 on $6.28 million of net sales for the 12 months ended Sept. 30, 2014. As of Sept. 30, 2015, the Company had $11.1 million in total assets, $11.3 million in total liabilities, and a $226,000 stockholders' deficit. ATLANTIC CITY, NJ: Former Emergency Manager Upbeat on Future ------------------------------------------------------------ Kate King, writing for Dow Jones' Daily Bankruptcy Review, reported that after spending a year examining the books of a city on the brink of bankruptcy, Atlantic City's former emergency manager said he is more optimistic than most that the struggling resort city can be saved. According to the report, Kevin Lavin, 54 years old, was appointed last January by New Jersey Gov. Chris Christie to a role that gave him wide-ranging control over the city's daily finances and operations. His yearlong analysis found that Atlantic City, absent a state bailout, faces budget deficits totaling $391 million over the next five years, the report related. * * * The Troubled Company Reporter, on Dec. 15, 2015, reported that Moody's Investors Service has affirmed the City of Atlantic City, NJ's General Obligation rating of Caa1. The outlook remains negative. Concurrently, Moody's has affirmed the B2 rating on Atlantic City Municipal Utilities Authority's (MUA) city-guaranteed $7.5 million water revenue bonds. The TCR, on the same date, reported that Moody's Investors Service has affirmed the B2 rating Atlantic City Municipal Utilities Authority's (NJ) net water revenue debt. The outlook remains negative. AXION POWER: To Delist Shares From Nasdaq Due to Non-Compliance --------------------------------------------------------------- Axion Power International, Inc. on Jan. 29 disclosed that it plans to voluntarily delist from Nasdaq on the earliest date in compliance with the 10-day notice period to Nasdaq, and filing of its Form 25 with the SEC. The Company is seeking delisting due to the costs and compliance requirements of a Nasdaq listing, such as meeting listing requirements and certain additional approval requirements for issuance of additional securities. Furthermore, the Company has become aware that it is not in compliance with the continued listing requirement set forth in Rule 5550(a)(2) as the bid price for the Company's common stock has closed below $1.00 for the past consecutive 30 days. The Company has no plans to seek shareholder approval for a further reverse split of its Common Stock, thus it could not assure ability to achieve compliance within the time periods proscribed. About Axion Power International, Inc. Axion Power -- http://www.axionpower.com-- is a technology leader in lead-carbon energy storage. Its PbC battery technology utilizing proprietary activated carbon electrodes is the only advanced battery that can be assembled on existing lead-acid production lines throughout the world. Axion Power's primary goal is to become the leading supplier of carbon electrode assemblies for lead-acid battery companies around the world. BARISTAS COFFEE: Going Concern Doubt Amid History of Losses ----------------------------------------------------------- Baristas Coffee Company, Inc. has a history of operating losses as it has focused its efforts on raising capital and building its brand and expanding its business locations. "The report of our independent auditors issued on our consolidated financial statements as of and for the year ended December 31, 2014, expresses substantial doubt about our ability to continue as a going concern," said Barry Henthorn, chief executive officer of the company, in a regulatory filing with the U.S. Securities and Exchange Commission dated December 15, 2015. Mr. Henthorn elaborated: "For the period ended September 30, 2015, we were successful in raising net proceeds of $261,734 through debt financing in order to fund the development and growth of our operations. For the period ended September 30, 2014, the company received $115,000 cash from minority interest, $152,500 proceeds from issuance of preferred stock and $293,147 net proceeds through debt financing. "Our ability to continue as a going concern is dependent on our ob1taining additional adequate capital to fund additional operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. "In response to these concerns, management intends to raise additional funds through public or private placement offerings and through loans from officers and directors. "These factors, among others, raise substantial doubt about the company's ability to continue as a going concern. There can be no assurance that management's plan will be successful." At September 30, 2015, the company had total assets of $3,584,242 and total equity of $1,399,188. For the three months ended September 30, 2015, the company posted a net loss of $227,191 as compared with a net loss of $139,999 for the three months ended September 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/z72fwjo Baristas Coffee Company, Inc. was originally formed as InfoSpi.com on October 18, 1996. On December 22, 2009, it acquired greater than a 60% interest in Pangea Networks, Inc. (Pangea)/ DBA Baristas and Inc., and it acquired for cash, stock, and other consideration, numerous coffee stands in the greater Seattle area through the acquisition of Pangea. In May 2010, the company changed its name to Baristas Coffee Company, Inc. Baristas operates specialty drive-through beverage retailers that provide customers with hot and cold beverages, specializing in specialty coffees, blended teas and other custom drinks. In addition, the company offers smoothies, fresh-baked pastries and other confections. The company is headquartered in Kent, Washington. BC CAPITAL: Claims Bar Date Set for April 30 -------------------------------------------- The Hon. Edmond E. Chang of the U.S. District Court for the Northern District of Illinois has established April 30, 2016 at 5:00 p.m. as the deadline for asserting claims against and interests in BC Capital Group S.A., BC Capital Group International Limited a/k/a BC Capital Group Limited a/k/a BC Capital Group Global, and BC Capital Group Holdings S.A. The order was issued in connection with the receivership of BC Capital pending before the District Court. Claims relating to direct or indirect investments in subfunds related to these investment companies are also subject to the Claims Bar Date: * Anchor Hedge Funds Limited * FuturesOne Diversified Fund Ltd. * FuturesOne Diversified Fund SPC Ltd. * FuturesOne Innovative Fund SPC Ltd. * FuturesOne Class 0 Investments Ltd. * Phl R(squared) Investment Fund SPC Ltd. -- Segregated Portfolio Master Series * Galaxy Fund Inc. * Alliance Investment Management Limited (Bahamas), custodian of investment portfolios under investment programs titled: 1. Private International Wealth Management 2. Private International Wealth Management - Insurance * Nikolai Simon Battoo * BC Capital Group S.A. * BC Capital Group International S.A. All proofs of claim or interest must be filed so as to be received on or before the Bar Date: -- by email to BCCapital@robbevans.com -- by email to 11450 Sheldon Street, Sun Valley, CA 91352; or -- by fax to +1 (818) 768-8802 The case is, United States Commodity Futures Trading Commission, Plaintiff, v. Nikolai Simon Batto; BC Capital Group S.A.; BC Capital Group International Limited a/k/a BC Capital Group Limited a/k/a BC Capital Group Global; and BC Capital Group Holdings S.A., Defendants, Case No. 1:12-cv-07127 (N.D. Ill.) BION ENVIRONMENTAL: To Unlock Greater Value From Livestock Waste ---------------------------------------------------------------- Bion Environmental Technologies, Inc., announced that over the past three years, it has modified its technology platform to enable the capture of ammonia and its conversion into commercial products, rather than its destruction. This has enabled the production of renewable natural gas from the volatile solids in the waste stream, while maintaining the desired nutrient reductions. Bion estimates the potential byproduct revenues from renewable energy (and associated carbon-reduction credits) and fertilizer products at Kreider Farms Phase 2 (at full operation), based on present market prices, to be in the range of $15 to $20 million. By capturing the ammonia, Bion not only prevents its impacts to the environment as before, but is now able to recover and process substantially more of the nitrogen in the manure stream into a stabilized value-added product. Bion filed a patent on this process that recovers a nitrogen-rich, natural, non-synthetic fertilizer in September 2015. Bion is preparing a filing with the Organic Materials Review Institute for certification for use in organic production. The technology platform can now utilize anaerobic digestion to produce methane which can then be cleaned and injected into existing pipelines, resulting in a clean renewable compressed natural gas. The gas can then be delivered anywhere in the country for use as a vehicle fuel, such as California where it would qualify for significantly more renewable energy credits. Patent protection for the 3rd generation technology platform was filed in September 2014. Craig Scott, Bion's Director of Communications, said, "As stated previously, we are optimistic that the Pennsylvania legislature will ultimately do what is best for the environment and its taxpayers and legislate a competitive bidding strategy to lower costs and achieve compliance. Further, we are also optimistic that other states with the same problem will follow the federal government's lead in supporting private sector solutions, giving their taxpayers an alternative to today's high-cost low-value government solutions. Regardless, it is apparent that the 'separate and aggregate strategy' we began a few years ago in order to better utilize all the assets in the waste stream is succeeding. With sufficient scale, we have already reduced our dependence on nutrient credits to approximately half of total project revenues, just with recovery of renewable energy and nitrogen byproducts." About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). Bion Environmental reported a net loss of $5.6 million on $3,658 of revenue for the year ended June 30, 2015, compared to a net loss of $5.8 million on $5,931 of revenue for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $2.22 million in total assets, $13.3 million in total liabilities and a total deficit of $11.08 million. GHP Horwath, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has not generated significant revenue and has suffered recurring losses from operations. These factors raise substantial doubt about its ability to continue as a going concern. BLUE BIRD: Auditor Raises Going Concern Doubt for Hennessy Capital ------------------------------------------------------------------ KMPG LLP, in its audit report on Hennessy Capital Acquisition Corp.'s financial statements for the year ended December 31, 2014, expressed substantial doubt about Hennessy Capital's ability to continue as a going concern. On February 24, 2015, Hennessy Capital consummated its business combination (the Business Combination), pursuant to which it acquired all of the outstanding capital stock of School Bus Holdings, Inc. (SBH) from The Traxis Group B.V. (the Seller). SBH operates its business of designing and manufacturing school buses through its Blue Bird Body Company subsidiary and under the "Blue Bird" name. In the Business Combination, the total purchase price was paid in a combination of cash ($100 million) and in shares of HCAC's Common Stock (12,000,000 shares valued at a total of $120 million). In connection with the closing of the Business Combination, the company changed its name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation (the company). On February 28, 2015, the company's Audit Committee confirmed, recommended and approved the dismissal of KPMG as Hennessy Capital's independent registered public accounting firm. For the year ended December 31, 2014, KPMG's audit report on Hennessy Capital's financial statements did not contain an adverse opinion or disclaimer of opinion, nor was it qualified as to audit scope or accounting principles. However, the report was modified as to uncertainty regarding a substantial doubt about Hennessy Capital's ability to continue as a going concern given Hennessy Capital's negative working capital at December 31, 2014, and other matters. On February 28, 2015, as part of the change in independent registered public accounting firms, the company's Audit Committee confirmed, recommended and approved the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm to audit the company's consolidated financial statements as of and for the fiscal year ending October 3, 2015. Philip Horlock, president and chief executive officer of the company, disclosed in a regulatory filing with the U.S. Securities and Exchange Commission on December 15, 2015, related that the company had total assets of $267,903,000, total liabilities of $389,133,000 and total stockholders' deficit of $121,230,000 at October 3, 2015. During the fiscal year ended October 3, 2015, the company reported a net income of $14,932,000 as compared with a net income of $2,757,000 for the fiscal year ended September 27, 2014. A full-text copy of the company's annual report is available for free at: http://tinyurl.com/jqb5oo8 Fort Valley, Georgia-based Blue Bird Corporation is an independent designer and manufacturer of school buses with more than 550,000 buses sold since its formation in 1927 and approximately 180,000 buses in operation today. On February 24, 2015, Hennessy Capital Acquisition Corp. (HCAC) consummated its business combination (the Business Combination), pursuant to which HCAC acquired all of the outstanding capital stock of School Bus Holdings, Inc. (SBH) from The Traxis Group B.V. (the Seller). SBH operates its business of designing and manufacturing school buses through its Blue Bird Body Company subsidiary and under the "Blue Bird" name. In the Business Combination, the total purchase price was paid in a combination of cash ($100 million) and in shares of HCAC's Common Stock (12,000,000 shares valued at a total of $120 million). In connection with the closing of the Business Combination, the company changed its name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation. Upon consummation of the Business Combination, SBH became a wholly-owned subsidiary of Blue Bird Corporation and SBH's direct and indirect subsidiaries became indirect subsidiaries of the parent corporation. BOOMERANG SYSTEMS: Judge Approves March 23 Auction -------------------------------------------------- Judge Mary F. Walrath on Jan. 28, 2016, granted approval of bidding procedures proposed by debtors Boomerang Systems, Inc., et al., and their Official Committee of Unsecured Creditors in connection with the sale of certain of the Debtors' assets. At the behest of the Debtors and the Committee, the judge set: * a March 18, 2016 deadline for objections to the sale; * a March 21, 2016 at 4:00 p.m., deadline for initial bids; * an auction, if necessary, on March 23, 2016 at 10:00 a.m.; and * a sale hearing on March 24, 2016, at 10:30 a.m. The Debtors are negotiating the terms of an Asset Purchase Agreement with Game Over Technologies, Inc. A copy of the Asset Purchase Agreement, the Debtors said, will be filed as soon as the terms are agreed-upon by all parties. In the event that an Asset Purchase Agreement cannot be finalized, they reserve the right to move forward with the sale process without a stalking horse bid. In the event that an Asset Purchase Agreement is finalized, they will provide the Court and all parties in interest with the disclosures required by Local Rule 6004-1(b)(iv). The currently anticipated purchaser is GOTI, through a credit bid, with the participation of Messrs. James Gelly (the Debtors' Chief Executive Officer and a Director), Mark Patterson (Chairman of the Board), and David Koffman (Director). Each of these individuals is an insider of the Debtors, and certain of the original Lenders who provided the interim DIP Financing (as previously disclosed to the Court) may also be insiders of the Debtors. The Committee's participation in the sale process is contemplated to ameliorate any potential allegations of self dealing in the Sale process Switch to Liquidation On Oct. 2, 2015, after a contested hearing, the Court entered a final order granting the Debtors the ability to obtain an additional $2 million in Debtor In Possession Financing from GOTI. The Final DIP Order was the subject of lengthy and extensive negotiations between GOTI, the Debtors and the Committee. At the time of the entry of the Final DIP Order, the parties expected that the Debtors would pursue the negotiation and confirmation of a plan of reorganization and exit chapter 11 as a reorganized and restructured company. After the Court's approval of the Final DIP Order, the Debtors and GOTI attempted to negotiate the form of a final credit agreement. These negotiations were extensive, and there were significant differences of opinion as to certain provisions contained in the agreement and over the terms and viability of the Debtors' business plan and the budget necessary to implement such a plan. Ultimately, it became apparent that significant litigation might arise between the parties. As the Debtors apprised the Court on Nov. 19, 2015, the Debtors were unable to finalize and execute the DIP Credit Agreement with GOTI, and ultimately, the Debtors determined that a liquidation of their assets and a chapter 11 plan of liquidation was the best option available to maximize value to all parties in interest in the Chapter 11 cases. Faced with an inability to reorganize, the Debtors sought to negotiate funding from GOTI -- and concomitant reduction in professional fees -- to ensure that these estates were administratively solvent through the liquidation process. Ultimately, these negotiations were also extensive, and there were significant differences of opinion with regard to the funding needed to support a liquidation. These negotiations were unsuccessful, and it appeared that sufficient funding to support an orderly liquidation and chapter 11 plan process would not be forthcoming. On Dec. 4, 2015, GOTI reached an understanding with certain of the Debtors' insiders -- including their Chief Executive Officer and Chairman -- pursuant to which the insiders would provide $200,000 of the requisite $750,000 in DIP funding needed to support a liquidating plan process pursuant to the professional fee concessions negotiated by the Debtors' counsel. On Dec. 21, 2015, the Court approved a First Amendment to the DIP Loan Agreement that provides for the funding of $750,000 (in installments) by GOTI with the participation of certain of the Debtors' insiders. As a result of the participation in the DIP Financing by the Debtors' insiders, the Debtors, GOTI, and the Committee have agreed that the Committee and its professionals will conduct the marketing and sale process for the Debtors' assets. Messrs. Patterson and Gelly, along with two other knowledgeable employees, will remain with the Debtors throughout the sale and plan confirmation process, and assist the Committee and its professionals in the marketing and sale process. The Committee and its professionals will be vested — through the Order approving the Bid Procedures -- with the authority to control the sale process, including the determination of: (i) which bids and bidders are qualified to participate in the auction process; (ii) which bid is used to commence the auction process; and (iii) which bid is the highest and best offer to be submitted to the Court for approval. The Committee will consult with the Debtors and their professionals in making these determinations. The Sale Motion was filed in conjunction with a Joint Chapter 11 Plan of Liquidation proposed by the Debtors and the Committee, and that the Proposed Plan will create a liquidating trust to handle the liquidation of remaining assets, the litigation of claims, and the distribution to unsecured creditors. The Proposed Plan will also memorialize an agreed-upon settlement with the Debtors' prepetition alleged secured lenders that provides for an allocation of the sale proceeds, and the proceeds from the liquidation of other assets (including litigation claims), that will provide for the possibility of a distribution to unsecured creditors in the cases. Boomerang Systems is represented by: Garvan F. McDaniel, Esq. HOGAN MCDANIEL 1311 Delaware Avenue Wilmington, DE 19806 Telephone: (302)656-7540 Facsimile: (302)656-7599 - and - Jeffrey R. Gleit, Esq. SULLIVAN & WORCESTER LLP 1633 Broadway New York, NY 10019 Telephone: (212)660-3043 Facsimile: (212)660-3001 E-mail: jgleit@sandw.com The Official Committee of Unsecured Creditors is represented by: Anthony M. Saccullo, Esq. Thomas H. Kovach, Esq. A.M. SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Telephone: (302)836-8877 Facsimile: (302)836-8787 E-mail: ams@saccullolegal.com Kovach@saccullolegal.com About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company's legal advisor is Sullivan & Worcester LLP and its local counsel is Hogan McDaniel. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Debtors originally tapped Togut, Segal & Segal LLP as general bankruptcy counsel and Ciardi, Ciardi & Astin as local counsel, but replaced the firms with Sullivan & Worcester LLP and Hogan McDaniel, respectively, effective Sept. 14, 2015. The Official Committee of Unsecured Creditors tapped A.M. Saccullo Legal, LLC as attorneys and Gavin/Solmonese LLC as financial advisor. * * * The Debtors have submitted a proposed Chapter 11 Plan of Liquidation. A combined hearing on the Plan and Disclosure Statement is scheduled for March 9, 2016. CALCEUS ACQUISITION: S&P Lowers CCR to 'B-', Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Calceus Acquisition Inc. to 'B-' from 'B'. The outlook is stable. At the same time, S&P downgraded its issue-level ratings on the company's $320 million first-lien term loan due 2020 to 'B-' from 'B' and also revised S&P's recovery rating to '4' from '3', reflecting S&P's expectation of average (30% to 50%, in the lower half of the range) recovery in the event of a payment default. "The downgrade on Calceus Acquisition Inc. reflects the company's continuing high financial leverage because of declines in its wholesale segment and significant debt burden," said Standard & Poor's credit analyst Suyun Qu. The stable outlook reflects Standard & Poor's expectation that the company's liquidity is adequate and will not be constrained should retail industry weakness continue to pressure the company's margins and cash flow generation over the next year. S&P also expects continued direct to customer growth will offset the wholesale decline and its EBITDA margin will remain above 12%. CCNG ENERGY: $30 Million DIP Financing Approved ----------------------------------------------- CCNG Energy Partners, L.P., et al., received final approval from Judge Ronald B. King in November 2015 to obtain postpetition financing in an aggregate principal amount not to exceed $30 million. Specifically, CCNG Energy may enter into a secured, postpetition, debtor-in-possession credit facility on a superpriority and priming basis providing for a multiple-draw, term loan facility. Each of the Debtors is the borrower under the credit facility. Guggenheim Corporate Funding, LLC, is the administrative agent for the DIP Lenders. The DIP Facility will terminate on March 31, 2016. The Loans will bear interest at 9.5% per annum, through and until February 29, 2015, and thereafter shall accrue interest at 12% per annum, through and until March 31, 2016. The Borrowers will pay the fees and other charges payable in the amounts and at the times separately agreed upon between the Borrowers and the DIP Agent, including an upfront fee equal to 2.0% of the DIP Advancing Commitment at the entry of the Final Order. The Debtors will be required to comply with these sale milestones: (a) On or before the earlier of (A) Nov. 18, 2015 or (B) the later date as may be agreed to in writing by the DIP Agent, the Borrowers will file in the Chapter 11 Cases and properly serve (i) the Sale Procedures Motion seeking approval of the Sale Procedures Order, (ii) the 363 Purchase Agreement or such other purchase agreement with a third-party, which other purchase agreement shall be acceptable to the DIP Agent, the Pre-Petition Agent and the Required Pre-Petition Lenders in their respective sole discretion, and (iii) an application to employ an investment banker to market and sell the Borrowers' assets or businesses provided that the terms of such employment shall be acceptable to the DIP Agent and the Pre-Petition Agent and the Required Pre-Petition Lenders in their respective sole discretion. (b) On or before Dec. 4, 2015, or such later date to which the DIP Agent, the Pre-Petition Agent and the Required Pre-Petition Lenders consent in writing in their respective sole discretion, the Bankruptcy Court shall have held a hearing on the Sale Procedures Motion. (c) On or before Dec. 11, 2015, or such later date to which the DIP Agent, the Pre-Petition Agent and the Required Pre-Petition Lenders consent in writing in their respective sole discretion, the Bankruptcy Court will have entered the Sale Procedures Order. (d) On or before Feb. 23, 2016, or such later date to which the DIP Agent, the Pre-Petition Agent and the Required Pre-Petition Lenders consent in writing in their respective sole discretion, the Borrowers shall have held the Auction. (e) On or before Feb. 26, 2016, or such later date to which the DIP Agent, the Pre-Petition Agent and the Required Pre-Petition Lenders consent in writing in their respective sole discretion, the Bankruptcy Court shall have held a hearing to consider approval of the 363 Sale, results of the Auction and the winning bid received at the Auction. (f) Unless the DIP Agent, the Pre-Petition Agent and the Required Pre-Petition Lenders shall have otherwise provided their prior written consent in their respective sole discretion, on or before Feb. 29, 2016, the Bankruptcy Court shall have entered the Sale Order approving the 363 Sale, the results of the Auction and the winning bid received at the Auction. (g) Unless the DIP Agent, the Pre-Petition Agent and the Required Pre-Petition Lenders agree otherwise in their respective sole discretion, or unless the amounts owed under the Pre-Petition Credit Agreement and the DIP Facility have been paid on or before March 31, 2016, the Borrowers will have consummated the 363 Sale, pursuant to the 363 Purchase Agreement or pursuant to the Third-Party Purchase Agreement with the Winning Bidder. (h) The Borrowers may abandon the sale process and not consummate the 363 Sale in the event that on or before March 31, 2016, the Borrowers have paid in cash the full amount owed under the Pre-Petition Credit Agreement and the DIP Facility. DIP Agent and the Lenders agree that such provision shall be included in the Sales Procedures Motion, the Sales Procedures order and the Sale Order, and that the Sale Order shall provide that no closing of the 363 Sale shall occur prior to March 31, 2016. The Debtors are also authorized to use cash collateral of the prepetition lenders subject to granting adequate protection to the prepetition lenders. Pursuant to the terms of a prepetition senior secured credit facility, Guggenheim, as administrative agent, and the prepetition lenders have outstanding obligations as of the Petition Date in the outstanding amount of not less than $186,386,183, consisting of $176,648,552 of principal indebtedness and $9,737,631.23 of interest plus prepayment premiums, costs, expenses and fees. A copy of the Final DIP Financing Order is available for free at: http://bankrupt.com/misc/CCNG_E_125_Final_DIP_Ord.pdf Attorneys for CCNG Energy Partners, L.P., et al.: TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP Eric J. Taube, Esq. Mark C. Taylor, Esq. Cleveland R. Burke, Esq. Christopher G. Bradley, Esq. 100 Congress Avenue, 18th Floor Austin, TX 78701 Telephone: (512) 472-5997 Facsimile: (512) 472-5248 E-mail: etaube@taubesummers.com mtaylor@taubesummers.com cburke@taubesummers.com cbradley@taubesummers.com Counsel for Guggenheim Corporate Funding, LLC: HAYNES AND BOONE, LLP Charles A. Beckham, Jr., Esq. Karl Burrer, Esq. Arsalan Muhammad, Esq. 1221 McKinney Street, Suite 2100 Houston, TX 77010 Telephone: (713) 547-2000 Telephone: (713) 547-2600 E-mail: Charles.beckham@haynesboone.com Karl.burrer@haynesboone.com Arsalan.muhammad@haynesboone.com About CCNG Energy CCNG Energy Partners, L.P. -- Parent -- CCNG Energy Partners GP, L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity Environmental Catarina SWD, L.L.C., Trinity Environmental Titan Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity Environmental Services, L.L.C. -- Operating Subsidiaries -- filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The petition was signed by Daniel B. Porter as CEO of General Partner. All of the Debtors' operations are performed by the Operating Subsidiaries. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. Taube Summers Harrison Taylor Meinzer Brown LLP serves as the Debtors' counsel. Judge Ronald B. King is assigned to the case. The Debtors are engaged in the disposal of produced saltwater and waste from the exploration and production of oil and gas. In 2015, the Office of the U.S. Trustee appointed six creditors to the official committee of unsecured creditors. The creditors are Sun Coast Resources Inc., KBK Industries, Sabine Storage & Operations Inc., Cambrian Management Ltd., WLP Oilfield Services, and Dolphin Services & Chemicals LLC. CCNG ENERGY: Feb. 4 Set as Claims Bar Date ------------------------------------------ The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas established Feb. 4, 2016, at 5:00 p.m., as the new deadline for any individual or entity to file proofs of claim against CCNG Energy Partners, L.P., et al. Proofs of claim by any governmental units will also be due on Feb. 4. Proofs of claim must be submitted to: U.S. Bankruptcy Court 615 E. Houston Street, Room 597 San Antonio, TX 78205 Tel: (210) 472-6720 About CCNG Energy CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners GP, L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity Environmental Catarina SWD, L.L.C., Trinity Environmental Titan Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity Environmental Services, L.L.C. (collectively, the "Operating Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The petition was signed by Daniel B. Porter as CEO of General Partner. All of the Debtors' operations are performed by the Operating Subsidiaries. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. Taube Summers Harrison Taylor Meinzer Brown LLP serves as the Debtors' counsel. Judge Ronald B. King is assigned to the case. The Debtors are engaged in the disposal of produced saltwater and waste from the exploration and production of oil and gas. In 2015, the Office of the U.S. Trustee appointed six creditors to the official committee of unsecured creditors. The creditors are Sun Coast Resources Inc., KBK Industries, Sabine Storage & Operations Inc., Cambrian Management Ltd., WLP Oilfield Services, and Dolphin Services & Chemicals LLC. CCNG ENERGY: Gets Add'l $3.10MM Under DIP Loan Agreement -------------------------------------------------------- CCNG Energy Partners, L.P., et al., notified parties of an additional $3.10 million in funding under the DIP Loan Agreement with Guggenheim Corporate Funding, LLC, as administrative agent. By order dated Nov. 24, 2015, the Court authorized the Debtors to enter the DIP Loan Agreement with Guggenheim. The Debtors and Guggenheim closed on the DIP Loan Agreement on Dec. 11, 2015, and the initial funding has occurred. Pursuant to the Order, Guggenheim and the Debtors are authorized to amend the Budget. The parties have agreed to allow an additional $3,103,836 in funding under the DIP Loan Agreement for capital expenditures, repairs and improvements at the La Palangana, Cedar Lake and Geronimo SWD facilities. These expenditures are necessary to maintain and enhance the value of the assets and the Debtors' operations. For clarity, as agreed between the Debtors and Guggenheim, though the draw will be reflected on the budget reports, the expenditures will not be included in the budget line items and variance analysis under the DIP Loan Agreement. About CCNG Energy CCNG Energy Partners, L.P. -- Parent -- CCNG Energy Partners GP, L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity Environmental Catarina SWD, L.L.C., Trinity Environmental Titan Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity Environmental Services, L.L.C. -- Operating Subsidiaries -- filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The petition was signed by Daniel B. Porter as CEO of General Partner. All of the Debtors' operations are performed by the Operating Subsidiaries. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. Taube Summers Harrison Taylor Meinzer Brown LLP serves as the Debtors' counsel. Judge Ronald B. King is assigned to the case. The Debtors are engaged in the disposal of produced saltwater and waste from the exploration and production of oil and gas. In 2015, the Office of the U.S. Trustee appointed six creditors to the official committee of unsecured creditors. The creditors are Sun Coast Resources Inc., KBK Industries, Sabine Storage & Operations Inc., Cambrian Management Ltd., WLP Oilfield Services, and Dolphin Services & Chemicals LLC. CHICAGO BOARD OF EDUCATION: In Turmoil as Bond Sale Delayed ----------------------------------------------------------- Elizabeth Campbell, writing for Bloomberg Brief - Distress & Bankruptcy, reported that Chicago's public schools delayed an $875 million bond sale after a clash between the state's top Republicans and the city's Democratic mayor escalated, adding to the pressure on the nation's third-largest district as it struggles to avert insolvency. According to the report, the Chicago Board of Education postponed the deal on Jan. 27 after offering yields of as much as 7.75 percent, about 5 percentage points more than top-rated tax-exempt bonds. The planned debt issuance came a week after Republican Governor Bruce Rauner called for the state to take over the district and potentially authorize bankruptcy, the report said. That idea was immediately rejected by Democrats in control of the legislature and Chicago Mayor Rahm Emanuel, who have unsuccessfully pushed for an influx of state aid, the report related. The offering, one of the lowest-rated municipal sales in recent history, would have refinanced debt and allowed the district to put off interest payments, the report further related. Chicago's schools are running out of cash after years of raiding reserves and shortchanging its pensions, which caused its annual payment to soar, the report added. An effort to rescue the schools has been caught in the financial and political crosscurrents of the city and Illinois, both of which are contending with their own fiscal strains, the report pointed out. * * * The Troubled Company Reporter, on Jan. 21, 2016, reported that Fitch Ratings has assigned a 'B+' rating to the following Chicago Board of Education, IL's (the board) bonds: -- $795.5 million unlimited tax general obligation (ULTGO) bonds series 2016A; -- $79.5 million ULTGO bonds taxable series 2016B. The TCR, on Jan. 19, 2016, reported that Standard & Poor's Ratings Services lowered its long-term rating and underlying rating (SPUR) on Chicago Board of Education's general obligation (GO) bonds to 'B+' from 'BB' and kept the ratings on CreditWatch with negative implications while it continues to monitor the board's efforts to maintain sufficient liquidity to meet its financial obligations. At the same time, S&P assigned its 'B+' rating, on CreditWatch with negative implications, to the board's series 2016A and taxable series 2016B unlimited-tax GO bonds (dedicated revenues). CHICAGO BOARD: Moody's Lowers Rating on $5.5BB GO Debt to B2 ------------------------------------------------------------ Moody's Investors Service has downgraded to B2 from B1 the rating on the Chicago Board of Education, IL's $5.5 billion of Moody's-rated general obligation (GO) debt. The district has $6.1 billion of GO debt outstanding. The Chicago Board of Education is the primary debt issuer for the Chicago Public Schools (CPS or the district). The outlook is negative. This rating action concludes a review for possible downgrade that Moody's initiated on Dec. 21, 2015. The downgrade to B2 reflects the district's increasingly precarious liquidity position and acute need for market access to support ongoing operations. The district plans to use proceeds of an upcoming borrowing to support near-term debt service payments, among other purposes. Current liquidity provides minimal cushion for unforeseen budgetary variances. Absent near-term budgetary relief in the form of increased revenues or decreased expenditures, the district could deplete available cash by the end of the fiscal year on June 30, 2016. If liquidity is exhausted, the district may be forced to seek additional external liquidity support at a steep cost. The downgrade also reflects the district's structurally imbalanced fiscal 2016 budget, which assumes $480 million in additional funding that has yet to be appropriated, and may not be appropriated, by the State of Illinois (Baa1 negative). The B2 rating also incorporates the district's steadily escalating pension contributions and elevated debt levels. Favorably, CPS benefits from a large tax base and diverse economy. Rating Outlook The negative outlook reflects the expectation that the district's liquidity position will remain severely pressured and reliant on continued market access to maintain operations. CPS faces several critical challenges in the current fiscal year. On February 15, the district is scheduled to deposit with trustees funding for debt service payments due between June 2016 and March 2017. Additionally, the state has not yet indicated whether it will provide $480 million in state aid that was built into the district's current operating budget. Beyond the current fiscal year, budget pressures will continue, as escalating pension payments and uncertain state aid are contributing to a projected $931 million operating budget gap for fiscal 2017. Factors that Could Lead to an Upgrade Significant improvement in the district's liquidity profile Revenue growth and/or expenditure reductions that enable the district to achieve structurally-balanced operations without reliance on non-recurring revenue sources Factors that Could Lead to a Downgrade Failure to deposit with trustees, by Feb. 15, 2016, funds sufficient to cover debt service payments due between June 2016 through March 2017. Impaired or cost-prohibitive market access Inability to significantly improve liquidity A continuation of structurally imbalanced operations Continued growth in the debt and/or unfunded pension liabilities of the district Legal Security Debt service on CPS's GO bonds is ultimately secured by the district's pledge to levy a property tax that is unlimited as to rate or amount. Debt service on CPS's GO bonds is paid from the district's receipt of general state aid (GSA), personal property replacement taxes (PPRT), intergovernmental agreement revenue, and tax increment financing (TIF) revenue. Use of Proceeds Not applicable. Obligor Profile CPS's boundaries are coterminous with those of the City of Chicago. The district is governed by a seven-member Board of Education appointed by the Mayor of the City of Chicago. In fiscal 2015, CPS operated 664 schools, including district-run traditional and options schools, charter schools, and contract schools. Student enrollment was 396,683 in fiscal 2016, which followed an average annual decline of 1.5% since fiscal 2011. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. CHIEF POWER: Moody's Lowers Rating on Sr. Sec. Facilities to B1 --------------------------------------------------------------- Moody's Investors Service has downgraded the rating for Chief Power Finance, LLC's senior secured credit facilities to B1 from Ba3, including its $347.5 million six-year term loan facility and its $44 million five-year revolving credit facility. The rating outlook is stable. RATINGS RATIONALE The rating downgrade to B1 from Ba3 for Chief Power reflects first year financial performance that is significantly weaker than envisioned, and our expectation of continued weak financial results stemming from what we expect will be a prolonged environment of lower commodity prices. The downgrade incorporates increased refinancing risk owing to excess cash flow generation to date that is much lower than anticipated and our belief that lower excess cash flow generation will continue in light of current commodity price curves. The rating also considers Chief Power's competitive position and essential nature of its large, efficient, coal-fired generating plants, the stable operating performance of the plants, and the inherent volatility that comes as a result of operating as 100% merchant facilities. The rating reflects Chief Power's relatively conservative capital and financing structures which provide protection for the lenders under a variety of scenarios. Further, additional equity contribution by the sponsors applied towards a voluntary major maintenance reserve is viewed positively and demonstrates ongoing support for the project. The stable outlook reflects the expectation of stable operations as demonstrated by its recent operating performance, and the most recent equity contribution from the sponsors to partially fund a major maintenance reserve. The stable outlook considers our view that beyond 2016, wholesale prices for electricity may begin to trend upward. The Project's competitive advantages, its position within the PJM market and capital structure position the company reasonably well to withstand the volatility associated with operating as an entirely merchant coal-fired generator at the current rating level. Given this inherent volatility and recent financial performance, the rating is not likely to be adjusted upward. If however, Chief Power is able to consistently generate excess cash flow that is in excess of our revised expectations, for example if its FFO/debt ratio was to remain above 12% for several years, there could be upward pressure on the rating. The rating could be downgraded if financial results are below current revised budget expectations owing to weaker than expected market conditions or significantly increased expenses or if the Chief Power plants were to experience prolonged operational issues. If Moody's was to expect the ratio of FFO/debt would remain below 5% beyond 2016, there could be downward pressure on the rating. Recent Financial Performance and Near-Term Expectations Financial performance, based on 9 months actual and 3 months projected in 2015, was impacted by low natural gas prices and low energy prices which prevailed throughout the year resulting in significantly weaker credit metrics than anticipated at the time of the financing at the end of 2014. Excess cash flow for 2015 is expected to be negative (evidenced by revolver usage at year-end) versus a projected target cash sweep of $47 million in Chief Power's base case and about $25 million in the Moody's base case. Given the expectation of continued low natural gas prices during 2016, financial performance for this year is also expected to be below initial expectations. Positively, capacity revenues were near or slightly better than projections based on strong results in incremental auctions for 2015-2016. Chief Power also obtained better than anticipated prices at the incremental capacity auctions for 2016/2017 and 2017/2018 periods which will aid financial performance. In December 2015, we understand that the sponsors contributed $4.5 million towards a voluntary major maintenance reserve which is positive for the project. The $4.5 million contribution represents approximately 18% of projected capital expenditures for the year. The debt service coverage ratio (DSCR) for FY 2015, excluding the equity contribution of $4.5 million is estimated at slightly less than 1.0x and the ratio of funds from operations to debt (FFO/debt) was negative. By comparison, management's projections previously anticipated a DSCR of 3.7x, FFO/debt of 25% and excess cash flow applied towards debt repayment of $47 million for FY 2015. Similarly, Moody's more conservative base case projections calculated DSCR of 1.9x and FFO/debt of 9% for the year, with excess cash flows applied towards debt repayment of about $25 million. For FY 2016, we understand Chief Power's is forecasting FFO to be 4% of debt, a DSCR of 1.49x with excess cash flow generation of $12.6 million. These forecasts, which are below Moody's base case assumptions and remain highly dependent on market conditions for the sale of energy, are a primary factor in today's rating change. Increased Refinancing Risk The project structure initially contemplated a relatively rapid amortization schedule intended to mitigate the risk of pending carbon regulations. Poor financial performance in 2015 and a lower revised budget for 2016 versus management's original expectations illustrate a slower path toward debt repayment and approximately $88 million of unfulfilled target debt repayments from excess cash flow sweep by year-end 2016, or 25% of the initial debt. Based on recent performance and our current outlook, the term loan will likely not be fully repaid by maturity at the end of 2020, as originally contemplated by management, leaving the project more exposed to refinancing risk at a time when carbon rule implementation for Keystone and Conemaugh would occur. Liquidity External liquidity for the Project consists of a $44 million five year revolving credit facility, of which $14 million is utilized to provide a debt service reserve letter of credit. As of 12/31/15 the revolver was fully utilized, but the project had a cash balance of $21 million sourced primarily from the proceeds from the sale of call options. Moody's understands that as of January 26, 2016, $13.5 million of the revolver had been repaid and remained available. With the sponsor equity provided in December 2015, the project also has $4.5 million in a voluntary major maintenance reserve. Operating Performance Since financial close in January of 2015, both the Conemaugh and Keystone power plants have demonstrated good operating performance with limited forced outages and with capacity factors at 72.6% and 82.5%, respectively. That said, capacity factors were negatively affected by economic dispatch rate caused by low natural gas prices. As a result, less coal was burned than budgeted leading to higher coal inventories and a reduction of cash liquidity. Moody's believes that this particular working capital situation should be somewhat alleviated during 2016 since coal purchases are committed through 2017 and are based on projected annual burns. The principal methodology used in these ratings was Power Generation Projects published in December 2012. CLIFFS NATURAL: Reports Fourth-Quarter & Full-Year 2015 Results --------------------------------------------------------------- Cliffs Natural Resources Inc. reported a net loss attributable to the Company's common shareholders of $60.3 million on $476 million of revenues for the three months ended Dec. 31, 2015, compared to a net loss attributable to the Company's common shareholders of $1.28 billion on $1.03 billion of revenues for the same period in 2014. For the year ended Dec. 31, 2015, the Company reported a net loss attributable to the Company's common shareholders of $749.3 million on $2.01 billion of revenues compared to a net loss attributable to the Company's common shareholders of $7.22 billion on $3.37 billion of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $2.13 billion in total assets, $3.94 billion in total liabilities and a total deficit of $1.81 billion. Lourenco Goncalves, Cliffs' Chairman, president and chief executive officer, said, "Despite the severely negative impacts of global iron ore and domestic steel prices, in 2015 we achieved substantial cost reductions in all areas of the business." He added, "On top of an outstanding year of operating performance, we checked a number of boxes in line with our U.S. pellet-centric strategy, most recently with the full divestiture of our North American Coal business." A full-text copy of the press release is available at: http://is.gd/hLFt3j 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. COMSTOCK MINING: Incurs $15.9 Million Net Loss in 2015 ------------------------------------------------------ Comstock Mining Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common shareholders of $15.9 million on $18.5 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $13.3 million on $25.6 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $43.2 million in total assets, $24.5 million in total liabilities and $18.8 million in total stockholders' equity. "If we are unable to find and mine adequate quantities of gold and silver ore, it is unlikely that the cash generated from our internal operations will suffice as a primary source of the liquidity necessary for anticipated working capital requirements. There is no assurance that the Company's initiatives to improve its liquidity and financial position will be successful. Accordingly, there is substantial risk that the Company will be unable to continue as a going concern. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of the Company, the Company's creditors would be entitled to payment in full out of the Company's assets before holders of common stock would be entitled to any payment, and the claims on such assets may exceed the value of such assets." "We recognize that if we are unable to generate significant revenues from the exploration and exploitation of our mineralized materials in the future, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate significant revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our Company," the Company stated in the Annual Report. A full-text copy of the Form 10-K is available for free at: http://is.gd/n2kIGn About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. CRP-2 HOLDINGS: Has Access to Cash Collateral Until Feb. 29 ----------------------------------------------------------- As of Jan. 26, 2016, Judge Donald R. Cassling has entered four interim orders authorizing CRP-2 Holdings AA, L.P., to use cash collateral. According to the Fourth Interim Order, the Debtor is authorized to use through and including Feb. 29, 2016, the cash collateral of U.S. Bank National Association, in its capacity as trustee for the registered holders of J.P. Morgan Commercial Mortgage Securities Trust 2006-LDP9, Commercial mortgage pass through certificates series 2206-LDP9, acting by and through CWCapital Asset Management LLC solely in its capacity as special services. The Court will hold a hearing on Feb. 9, 2016, at 11:00 a.m. (prevailing Central time) to consider the continued use of cash collateral. As adequate protection from any diminution in value of the lenders' collateral, the Debtor agreed to grant the Lender replacement liens on all of the Debtor's assets, a superpriority administrative claims status and payment of $660,000 monthly adequate protection. Payment of monthly adequate protection will not exceed $660,000 per month in any single month. A copy of the Fourth Interim Order is available at: http://bankrupt.com/misc/CCNG_E_125_Final_DIP_Ord.pdf About CRP-2 Holdings CRP-2 Holdings AA, L.P., a Delaware limited partnership that was formed in May 2006 for the primary purpose of acquiring and managing real property. CRP-2 is controlled by Colony Realty Partners GP II, LLC. Between May and October of 2006, CRP-2 acquired 14 properties for a total purchase price of $286,732,400, financing approximately 60% of the purchase price with proceeds from a $171 million secured credit facility with JPMorgan Chase Bank. The Debtor at present owns 10 properties consisting of six office buildings and 26 industrial buildings located in and around Chicago, Washington D.C., Boston and New Jersey. CRP-2 Holdings filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 15-24683) on July 21, 2015. Judge Donald R. Cassling is assigned to the case. The Debtor disclosed total assets of $171,349,208 and total liabilities of $166,637,095. The Debtor tapped FrankGecker LLP as counsel. The official committee of unsecured creditors tapped Sugar Felsenthal Grais & Hammer LLP as substitute counsel effective as of Sept. 21, 2015. CTI BIOPHARMA: Has Est. Net Fin'l Standing of $65M as of Dec. 31 ---------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company reported estimated and unaudited net financial standing of $64.99 million for the month ended Dec. 31, 2015. CTI Consolidated Group's estimated and unaudited net financial standing as of Dec. 31, 2015, was $65.66 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $6.6 million as of Dec. 31, 2015. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $8.3 million as of Dec. 31, 2015. During December 2015, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. As of Dec. 31, 2015, there were no amounts overdue of a financial or tax nature, or amounts overdue to social security institutions or overdue to employees. During the month of December 2015, the Company's common stock, no par value, outstanding increased by 48,665,110 shares. As a result, the number of issued and outstanding shares of Common Stock as of Dec. 31, 2015, was 280,461,097. A full-text copy of the press release is available for free at: http://is.gd/IY8Vtm 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. DAVID'S BRIDAL: Moody's Lowers CFR to Caa1, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded David's Bridal, Inc.'s Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Concurrently, Moody's downgraded the ratings on the company's term loan to B3 from B2 and the senior unsecured notes to Caa3 from Caa2. The ratings outlook is negative. The downgrade reflects Moody's view that the probability of David's Bridal growing into its capital structure in the next several years has decreased, given the highly competitive environment and the company's challenges in turning around its operations. The company experienced EBITDA declines and underperformed relative to budget in 2013, 2014 and year-to-date 3Q 2015. The new management team put in place in 2014 has made substantial efforts to bring back traffic through frequent $99 dress events, expand the dress assortment, overhaul the digital platform, and invest in infrastructure and sales people. However, Moody's expects that the margin pressure from increased competition and continued investment will prevent the company from meaningfully deleveraging and putting the company on track towards a sustainable capital structure when its maturities approach. The negative outlook reflects the risk of an event that Moody's may consider a distressed exchange, including sponsor purchases of debt at a discount. The outlook also incorporates the risk associated with executing a successful operational turnaround. Moody's took these rating actions on David's Bridal, Inc.: -- Corporate Family Rating, downgraded to Caa1 from B3 -- Probability of Default Rating, downgraded to Caa1-PD from B3-PD -- $497 million ($520 million face value) Senior Secured Bank Credit Facility due 2019, downgraded to B3 (LGD3) from B2 (LGD3) -- $270 million Senior Unsecured Bonds due 2020, downgraded to Caa3 (LGD5) from Caa2 (LGD5) -- Negative outlook RATINGS RATIONALE The Caa1 Corporate Family Rating reflects the company's unsustainable capital structure and uncertainty regarding the company's ability to turn around its operating performance on a sustained basis. Earnings have deteriorated since the 2012 leveraged buy-out as a result of operational missteps including moving its focus away from the core lower-end customer, increased competition, and catch-up investment in digital presence, inventory management and product development. As a result, same store sales have been flat to slightly negative over the past 3 years, and credit agreement EBITDA declined by 26% since its peak in 2012, resulting in credit agreement debt/EBITDA of mid-8 times as of Oct. 3, 2015. Moody's-adjusted leverage stood at mid-7 times and EBIT/interest expense at 0.8 times for the last twelve months period. In addition, the rating reflects the company's modest scale and limited product diversity as a specialty retailer in the niche bridal category. However, the rating derives key support from David's Bridal's adequate liquidity, including the lack of maturities until the October 2017 asset-based revolver expiration, break-even to positive annual free cash flow, sufficient availability under the $125 million revolver and springing covenant-only debt structure. The rating also incorporates the company's well-recognized banner, broad product selection and national footprint, which give David's Bridal a credible position in its highly fragmented market. The bridal niche is somewhat recession-resistant, though not immune to changes in employment, wages and consumer confidence. The business is also subject to limited fashion risk compared to other apparel retailers. The outlook could revert back to stable if David's Bridal generates positive free cash flow and earnings growth. A stable outlook would also require extension of the revolver maturity such that that company does not face maturities before 2019. The ratings could be downgraded if operating performance does not improve in the next 12-18 months, or if the likelihood of a discounted debt repurchase or other distressed exchange increases. The ratings could also be downgraded if liquidity deteriorates for any reason, including negative free cash flow or failure to proactively address the ABL maturity. Although a ratings upgrade is unlikely in the near term, the ratings could be upgraded if the company achieves meaningful growth in revenue and EBITDA, and maintains Moody's-adjusted debt/EBITDA below 6 times and EBIT/interest expense above 1.25 times. The principal methodology used in these ratings was the Retail Industry published in October 2015. David's Bridal, Inc., headquartered in Conshohocken, PA, is a bridal retailer with 310 stores throughout the U.S., 11 in Canada, 1 in Puerto Rico and 1 in the UK. The company sells both value-oriented wedding gowns at under $800 and higher price point gowns up to $2,000, as well as other wedding- and special-occasions apparel and accessories. Revenues for the twelve months ended October 3, 2015 were approximately $757 million. The company has been controlled by Clayton, Dubilier & Rice, LLC (75%) and Leonard Green & Partners, L.P. (25%) since the October 2012 buyout from Leonard Green & Partners, L.P. DIFFUSION PHARMA: Changes Stock Ticker Symbol Change to DFFN ------------------------------------------------------------ Diffusion Pharmaceuticals Inc., announced that FINRA has approved a change in the Company's stock symbol. Effective Jan. 25, 2016, the Company's common shares commenced trading on the OTC Markets under the trading symbol "DFFN". The previous trading symbol was "RESX" (OTCQX: RESX). David Kalergis, president and CEO of the Company, said, "We are pleased to begin trading under the new DFFN symbol as this marks one of the final steps associated with the merger. Diffusion continues to develop its lead drug, trans sodium crocetinate (TSC), and is on track to commence a Phase III trial in newly diagnosed glioblastoma (GBM) and a Phase II/III trial in pancreatic cancer in 2016." About Diffusion Pharmaceuticals Diffusion Pharmaceuticals, as surviving entity in its merger with RestorGenex, is a clinical stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead drug, trans sodium crocetinate (TSC), for use in the many cancer types in which tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of current treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of treatments such as radiation therapy and chemotherapy, without the apparent addition of any serious side effects. TSC has potential application in other indications involving hypoxia, such as stroke and neurodegenerative diseases. Restorgenex reported a net loss of $14.4 million in 2014, a net loss of $2.46 million in 2013 and a net loss of $6.85 million in 2012. As of Sept. 30, 2015, the Company had $23.37 million in total assets, $4.30 million in total liabilities and $19.06 million in total stockholders' equity. DOLLAR TREE: S&P Raises CCR to 'BB+', Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Chesapeake, Va.-based Dollar Tree Inc. to 'BB+' from 'BB'. The outlook is stable. "Concurrently, we raised the issue-level rating on the company's senior secured debt to 'BBB' from 'BB+' and revised the recovery rating to '1' from '2', indicating our expectation for very high (90%-100%) recovery in the event of a payment default. This includes the company's revolver, term loan A, term loan B and legacy Family Dollar notes. We are also raising our issue-level rating on Dollar Tree's senior unsecured notes to 'BB-' from 'B+'. The recovery rating is'6', indicating negligible (0% to 10%) recovery in the event of a payment default," S&P noted. "The upgrade reflects our view that Dollar Tree will reduce debt through available cash flow generation in the coming year with about $1 billion in pay down this month. It will also continue to successfully integrate and improve Family Dollar stores through strategic new store growth, closures, and re-bannering initiatives," said credit analyst Diya Iyer. "We believe Dollar Tree's focus on store efficiency initiatives and leveraging complementary merchandise expertise offers the potential for continued operational improvements at historically less-profitable Family Dollar. We also expect Dollar Tree to further optimize the profitability mix of branded and private label goods and leverage its foreign sourcing strength across the integrated company. As a result, we expect the company to achieve its targeted $300 million in synergies, including $75 million in the first full year post transaction close." The stable outlook incorporates S&P's expectation that Dollar Tree will continue to expand its market share given consistent positive same-store sales at both banners in the coming year and a complementary business model across both fixed price and multi-price-point strategies and sales, creating a formidable competitor to Dollar General. That said, S&P believes competition from other discounters will remain fierce, potentially complicating ongoing execution of the integration. S&P could raise the corporate credit rating to investment-grade in the coming year if leverage falls below 3.0x, interest coverage approaches 6.0x, and FFO/total debt exceeds 30% on a sustained basis, resulting in further improvement in the financial risk profile. This will involve continuing to optimize locations, formats, and product mix across banners faster than S&P anticipates and driving store productivity gains ahead of its expectations. Should Dollar Tree continue at this pace of profitability growth and reduce debt in line with S&P's expectations, given the pre-payment flexibility included in its term loan debt, S&P believes it remains on a path to an investment-grade rating within one to three years. S&P could lower the rating if performance falls significantly below its projections because of worse-than-expected performance at Family Dollar, leading to slower-than-expected sales growth and gross margin contraction of more than 100 basis points, resulting in leverage in the high 4x range, coverage below the 3x range, and low-teens percent FFO to debt, in line with an "aggressive" financial risk score. This would occur if Dollar Tree cannot turn around Family Dollar's operating performance, with persistent weak same-store sales results and pressured market share compared to Dollar Tree as it continues to expand its own store base. EARLY LIGHT: S&P Affirms 'BB+' Rating on 2014 Charter School Bonds ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to negative from stable and affirmed its 'BB+' rating on the Utah Charter School Finance Authority's series 2014 charter school revenue bonds, issued for Early Light Academy Inc. (ELA). "The negative outlook reflects our view of ELA's continued full-accrual deficits, very high maximum annual debt service or MADS burden, and a drop in liquidity levels compared to the prior year," said Standard & Poor's credit analyst Ryan Quakenbush. "The rating further reflects our view of ELA's weak MADS coverage. We expect ELA's financial metrics to remain pressured because operations are expected to remain similar compared to fiscal 2015 and 2014," Mr. Quakenbush added. The series 2014 debt was used to acquire, construct, and equip a 37,000 square foot addition to the current school and to fund the reserve requirement and capitalized interest. The project added 14 classrooms, office and administrative space, a cafeteria and kitchen, an auditorium, and a stage. ELA was incorporated in May 2008 and serves students in grades kindergarten through ninth grade (K-9). Its charter was granted in March 2009 by the Utah State Charter School Board and automatically renews each year. ELA currently owns and operates three buildings. The north building houses grades K-4, the south building houses grades 5-6, and the west building houses grades 7-9. The school is located in South Jordan in the Daybreak Planned Community in Salt Lake County, Utah, about 20 miles south of Salt Lake City. EDWARD THOMAS: Cal. App. Grants Writ of Mandate Bid in Corona Suit ------------------------------------------------------------------ The question before this court is whether a debtor can file for bankruptcy, obtain a court order fixing a creditor's right to recovery at far less than the amount claimed pursuant to a specific bankruptcy statute, exit bankruptcy via a voluntary dismissal, and still claim the benefit of the order for reduced recovery when the creditor sues for the full amount due? Petitioner Corona Commerce Center, L.P., moved for summary judgment or adjudication of its right to the unpaid rent claimed. In this motion, Corona explained that Thomas Management, Inc.'s obligation to Corona was fixed at $96,153 and TMI had eventually paid Corona 10 percent of that sum as a pro-rata distribution to its creditors. Corona also acknowledged that the Thomases had obtained an order under the same statute in their bankruptcy, which resulted in an order that their obligations to Corona were $96,153 less credit for the amount paid by TMI, for a reduced total of $86,538. As the Thomases had paid the latter amount, Corona claimed only the remaining amount of its original claim, as augmented by expenses, interest, etc., and reduced by rents received from a new tenant, for a current total of $230,641. Implicit in these calculations was Corona's position that because the Thomases had not completed bankruptcy, but had dismissed the petition, the bankruptcy court's application of Section 502(b)(6) of the Bankruptcy Code to fix the Thomases' obligation to Corona was ineffective. In an Opinion dated January 15, 2016, which is available at http://is.gd/lkG6Jefrom Leagle.com, the Court of Appeals of California, Fourth District, Division Two, granted the petition for writ of mandate. The Superior Court of Riverside County is directed to vacate its order denying petitioner's motion for summary judgment. If the trial court determines that Corona is entitled to summary judgment in an established monetary amount, it shall so order. If it finds triable issues of fact on the amount due, it may deny the motion for summary judgment, but this opinion will be law of the case in any subsequent proceeding. Petitioner to recover its costs. The case is CORONA COMMERCE CENTER, L.P., Petitioner, v. THE SUPERIOR COURT OF RIVERSIDE COUNTY, Respondent; EDWARD M. THOMAS et al., Real Parties in Interest, No. E063470 (Cal. App.). Law Offices of Stuart A. Katz, and Stuart A. Katz, Esq.; Tullius Law Group, and Jennifer R. Tullius, Esq. -- jtullius@tulliuslaw.com, for Petitioner. Law Offices of Linda E. O'Brien, and Linda E. O'Brien, Esq., for Real Parties in Interest. EMPIRE TODAY: S&P Puts 'B-' CCR on CreditWatch Negative ------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Chicago-based Empire Today LLC, including its 'B-' corporate credit rating and issue-level rating on the company's senior secured notes, on CreditWatch with negative implications. "The CreditWatch placement reflects our view that challenging market conditions could make it difficult for Empire Today to refinance its $150 million senior notes due Feb. 1, 2017. Management has made its most recent interest payment; however, liquidity remains constrained as we now consider the notes a use of cash over the next 12 months in our liquidity scenario. Recent operating performance for the company has improved over the past two quarters, and we expect this trend to continue in the fourth quarter, as the company has been able to convert more leads into sales. For the last trailing 12 months ended Sept. 30, 2015, debt to EBITDA improved to 5.1x, EBITDA interest coverage strengthened to 1.7x, and funds from operations (FFO) to debt increased to 8.3%," S&P said. The CreditWatch negative status reflects S&P's view that it may be difficult for Empire Today to refinance its revolving credit facility and notes because of unstable market conditions. S&P could lower the ratings if Empire Today has not secured a firm refinancing or debt repayment plan within the CreditWatch period or if vendors begin to tighten payment terms, which would lead to a deterioration of cash balances. S&P could also lower the ratings if recent positive operating trends reverse their trajectory potentially because of weaker lead generation. S&P could affirm the rating if Empire Today is able to successfully refinance its revolver and senior notes such that its liquidity position stabilizes. ENDURANCE INTERNATIONAL: S&P Retains 'B' CCR on 1st Lien Facility ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised the recovery rating to '3' from '4' on Endurance International Group Inc.'s (B/Stable/--) senior secured first-lien credit facility, consisting of a revolving credit facility and a term loan. The recovery rating of '3' indicates S&P's expectation for meaningful (50%-70%, (in the lower half of the range) recovery in the event of a payment default. The 'B' corporate credit rating and the 'B' issue-level rating on the first-lien credit facility on Endurance remain unchanged. "The recovery rating revision primarily reflects our positive view on increased mandatory amortization to 2% from 1% beginning in year one, along with a reduced revolving credit facility to $165 million from $175 million," said Standard & Poor's credit analyst Sylvester Malapas. S&P also revised the multiple applied to the company's insolvency proxy to 5.5x from 5.0x. The higher multiple reflects the company's increased scale and customer base. S&P uses similar multiples for companies of comparable size in the software and services sector. RATINGS LIST Endurance International Group Inc. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Revised To From Endurance International Group Inc. Senior Secured US$166.226 mil 1st lien incremental B bank ln due 2019 Recovery Rating 3L 4H US$884 mil 1st lien term bank ln due B 2019 Recovery Rating 3L 4H US$735 mil 1st lien incremental term B ln bank ln due 2023 Recovery Rating 3L 4H US$165 mil revolver bank ln due B 2021 Recovery Rating 3L 4H Senior Unsecured Local Currency CCC+ Recovery Rating 6 EXTREME PLASTICS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Extreme Plastics Plus, Inc. 16-10221 360 Epic Circle Drive Fairmont, WV 26554 EPP Intermediate Holdings, Inc. 16-10222 360 Epic Circle Drive Fairmont, WV 26554 Chapter 11 Petition Date: January 31, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: William D. Sullivan, Esq. SULLIVAN HAZELTINE ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 Email: bsullivan@sha-llc.com Estimated Estimated Assets Liabilities ---------- ------------ Extreme Plastics Plus, Inc. $10MM-$50MM $50MM-$100MM EPP Intermediate Holdings $1MM-$10MM $50MM-$100MM The petition was signed by Ryan S. Bouley, chief restructuring officer. A. List of Extreme Plastics Plus's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ GSE Lining Technology Trade Debt $1,456,210 PO Box 840286 Dallas, TX 75284-0286 Solmax International Trade Debt $704,214 2801 Boul. Marie-Victoria Varennes, Quebec J3X1P7 Canada Hanes Geo Components Trade Debt $223,620 TenCate Trade Debt $116,719 Bergad, Inc. Trade Debt $112,833 Leetech Solutions, Inc. Trade Debt $74,586 DemTech Trade Debt $38,919 Chief Industries, Inc. Trade Debt $35,431 Red Roofs Inns Trade Debt $35,091 Trimac Containment LLC Trade Debt $33,657 IMTHOTSHOT, LLC Trade Debt $30,010 ISCO Industries Trade Debt $19,821 Residence Inn by Marriott Trade Debt $18,657 NB Logistics, LLC Trade Debt $16,821 Poly-America, L.P. Trade Debt $16,101 Carl Marks Advisory Group Trade Debt $15,540 K.C. Trucking Trade Debt $14,755 Premier Energy Services, LLC Trade Debt $13,682 Rexer's, LLC Trade Debt $10,227 Enterprise Rent-A-Car Trade Debt $9,600 FIRST DATA: BlackRock Owns 5.3% of Class A Shares 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 9,529,683 shares of Class A common stock of First Data Corp representing 5.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/VGFyCx About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Corporation of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to the Corporation of $869 million on $10.8 billion of total revenues during the prior year. As of Sept. 30, 2015, the Company had $33.4 billion in total assets, $31.4 billion in total liabilities and $1.98 billion in total equity. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FIRST DATA: Leon Cooperman Reports 9.4% Equity Stake as of Dec. 31 ------------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Leon G. Cooperman disclosed that at of Dec. 31, 2015, he beneficially owns 18,580,308 shares of common stock of First Data Corporation representing 9.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/AsFA9y About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Corporation of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to the Corporation of $869 million on $10.8 billion of total revenues during the prior year. As of Sept. 30, 2015, the Company had $33.4 billion in total assets, $31.4 billion in total liabilities and $1.98 billion in total equity. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FPL ENERGY: S&P Affirms 'B-' Rating on $125MM Sr. Sec. Notes ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B-' issue-level rating on project finance entity FPL Energy Wind Funding LLC's $125 million senior secured notes due 2017. At the same time, S&P revised the outlook to negative from stable. The recovery rating on Wind Funding's senior secured bonds is unchanged at '2', indicating S&P's expectation of a substantial (70% to 90%) recovery in a default scenario. S&P's recovery expectations are in the higher end of the 70% to 90% range. S&P's rating action stems from the uncertainty in wind speeds at American Wind that has lowered revenues by about 9% below S&P's expectations last articulated on Aug. 24, 2015. Based on S&P's liquidity forecast, Wind Funding is about $600,000 short of covering the debt service payments in June 2016 of about $4.5 million. The holding company has an untapped debt service reserve that of about $3.9 million. Wind Funding repays debt from distributions it receives from American Wind, which generates cash flow from six U.S. wind projects totaling 683 megawatts (MW). S&P will evaluate wind speeds after first-quarter 2016 and would likely lower the rating at that time if generation deteriorates further, which could make it unlikely that the holding company could pay its debt service with project distributions. S&P could change the outlook back to stable if American Wind distributes sufficient funds in June 2016 to cover both the June 2016 payment and retains sufficient liquidity including the reserve to pay the final debt payment in June 2017. FREEDOM TANK: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Freedom Tank Rentals & Manufacturing, LLC PO Box 7 Gardendale, TX 79758 Case No.: 16-70013 Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court Western District of Texas (Midland) Judge: Hon. Ronald B. King Debtor's Counsel: Max R. Tarbox, Esq. TARBOX LAW, PC 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: max@tarboxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Craig DeArmond, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb16-70013.pdf FTE NETWORKS: Changes Fiscal Year End to December 31 ---------------------------------------------------- The Board of Directors of FTE Networks, Inc. adopted a resolution on Jan. 27, 2016, to change the Company's fiscal year end from September 30 to December 31, effective immediately as of the date of the board resolution. The Company will file its transition report on form 10-Q. About FTE Networks, Inc. FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FTE Networks reported a net loss attributable to common shareholders of $3.63 million on $14.4 million of revenues for the year ended Sept. 30, 2015, compared to net income of $436,000 on $16.9 million of revenues for the year ended Sept. 30, 2014. As of Sept. 30, 2015, the Company had $4.89 million in total assets, $16.0 million in total liabilities, and a total stockholders' deficiency of $11.1 million. GEOMET INC: To Suspend Reporting Obligations with SEC ----------------------------------------------------- GeoMet, Inc., said it intends to file with the Securities and Exchange Commission a Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934, as amended, or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Exchange Act on Form 15. The Company is filing the Form 15 to terminate the registration under section 12(g) of the Exchange Act of the Company's common stock, par value $0.001 per share. The Company is also filing the Form 15 to notify the SEC of the suspension of the Company's periodic reporting obligations under Section 15(d) of the Exchange Act. After that filing, the Company is not obligated to and will not file current and periodic reports with the SEC for its current fiscal year and does not expect to be obligated to do so for any subsequent fiscal year. Further, after such filing, the Company is not obligated to and will not file an Annual Report on Form 10-K for its previous fiscal year, which ended Dec. 31, 2015. Based on the approval of the Plan of Dissolution by the Company's stockholders at its Special Meeting of Stockholders held on Dec. 10, 2015, the Company filed a Certificate of Dissolution on Dec. 11, 2015, with the Delaware Secretary of State dissolving the Company with an effective time of 5:00 p.m. Eastern Time on Dec. 21, 2015. Under applicable law, as of the Effective Time, the Company, as a general matter, no longer is able to issue stock, and consequently it closed its stock transfer books and discontinued recording transfers and issuing stock certificates (other than replacement certificates). Following the Effective Time, the Company's stockholders of record are not able to transfer shares, except assignments by will, intestate succession or operation of law. From and after the Effective Time, the Company's stockholders have only such rights and obligations as provided under the Delaware General Corporation Law for stockholders of a dissolved corporation. Although the Company will no longer be filing current and periodic reports with the SEC, after filing the Form 15, the Company may elect to continue to provide information concerning any material developments with respect to any significant transactions for disposing of the Company's remaining assets, any significant developments in claims, litigation, investigations and any other future events that could materially impact the timing or amount of liquidating distributions, if any, to be made to the Company's stockholders of record as of the Effective Time, either by press release or other means. However, there is no guaranty that the Company will do so or that it will continue to provide such information in the future. 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. HAGGEN HOLDINGS: Boies Schiller Approved as Litigation 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 Boies, Schiller & Flexner LLP as special litigation counsel in connection with the Albertson's Litigation, nunc pro tunc to the September 8, 2015 petition date. Prior to the petition date, on August 31, 2015, the Debtors retained Boies Schiller in connection with: (a) these civil court actions: (i) Haggen Holdings, LLC v. Albertson's LLC & Albertson's Holdings LLC, Case No. 1:15-cv-00768, which is pending in the U.S. District Court for the District of Delaware; and (ii) Albertson's LLC and Albertson's Holdings LLC v. Haggen Holdings, LLC, Case No. N15C-07-161, which is pending in the Superior Court for the State of Delaware; and (b) certain real estate matters. The Debtors require Boies Schiller to: (a) give advice to the Debtors with respect to the Matters; (b) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the prosecution of defense of the Matters; (c) represent the Debtors in all trials, hearings, or arbitration proceedings with respect to the Matters; and (d) protect the interests of the Debtors with respect ot the Matters. Boies Schiller will be paid at these hourly rates: Partners $780-$1,500 Counsel $720-$1,180 Associates $490-$790 Stuart H. Singer, currently billing at an hourly rate of $900, is expected to have primary responsibility for providing services to the Debtors. Boies Schiller will also be reimbursed for reasonable out-of-pocket expenses incurred. Boies Schiller received a retainer in the amount of $250,000. After applying a portion of the retainer to the outstanding balance as of the petition date, including fees and expenses associated with the filing of these Chapter 11 cases, Boies Schiller continues to hold a retainer in the amount of approximately $60,000. The remainder will constitute a general retainer as security for post-petition services and expenses. Stuart H. Singer, 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 can be reached at: Stuart H. Singer, Esq. BOIES, SCHILLER & FLEXNER LLP 401 East Las Olas Blvd., Ste 1200 Fort Lauderdale, FL 33301 Tel: (954) 356-0011 Fax: (954) 356-0022 E-mail: ssinger@bsfllp.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: Committee Has Standing to Sue Affiliates, Comvest ------------------------------------------------------------------ Haggen Holdings, LLC, et al., won approval of a stipulation granting derivative standing to the Official Committee of Unsecured Creditors to commence litigation against Haggen's non-debtor affiliates and equity sponsor. The Committee has requested, and the Debtors have consented to, a stipulation granting the Committee derivative standing to investigate, and if the Committee deems appropriate, bring any and all claims or causes of action on behalf of the Debtor' estates against: (i) the Debtor' non-debtor affiliates Haggen Property Holdings LLC, Haggen Property South LLC, Haggen Property North, LLC, Haggen Property Holdings II, LLC, Haggen Property Holdings III, LLC -- "PropCo Entities"; (ii) the Debtors' equity sponsor, Comvest Partners; and (iii) the past or present directors and officers of the PropCo Entities, the Sponsor, and/or the Debtors. The Targets joined in the Stipulation solely for purposes of setting forth the litigation parameters. The Committee and the Debtors agree that the immediate commencement by the Committee of the Derivative Causes of Action could be distracting and disruptive to the ongoing process of marketing the Debtors' core business as a going concern. Consequently, the Stipulation provide for an immediate vesting of derivative standing to the Committee to investigate and bring the Derivative Causes of Action, but delays the commencement of any such litigation by the Committee to allow the Debtors to complete the Core Sale Process through Feb. 29, 2016. The Stipulation provides that notwithstanding the vesting of derivative standing to the Committee, the Committee and the Debtors agree to a litigation standstill relative to the Derivative Causes of Action through and including Feb. 29, 2016, or such later date as the Debtors and the Committee agree in writing. The Parties may conduct discovery prior to the Standstill Date; provided, however, that no depositions will be conducted through the Standstill Date absent agreement by the Parties and the proposed deponent. No settlement of the Derivative Causes of Action will be approved without any Order of the Bankruptcy Court, after notice and a hearing thereon if any objections are timely filed and served. The Debtors are represented by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., 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 The Official Committee of Unsecured Creditors' attorneys: PACHULSKI STANG ZIEHL & JONES LLP Bradford J. Sandler, Esq. Robert J. Feinstein, Esq. Peter J. Keanne, Esq. 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Counsel to Comvest: KIRKLAND & ELLIS LLP Patrick J. Nash, Esq. 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Counsel to the PropCo Entities: WOMBLE CARLYLE SANDRIDGE & RICE, PLLC Kevin Mangan, Esq. Philip Mohr, Esq. 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Tel: (302) 252-4320 Fax: (302) 252-4330 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. The Committee has retained Pachulski Stang Ziehl & Jones LLP as attorneys. HAGGEN HOLDINGS: Court Okays Young Conaway as Co-counsel -------------------------------------------------------- Haggen Holdings, LLC, et al., sought and obtained authorization from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as bankruptcy co-counsel, nunc pro tunc to the September 8, 2015 petition date. The Debtors require Young Conaway to: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; (b) prepare and pursue confirmation of a plan and approval of a disclosure statement; (c) prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; (d) appear in Court and protecting the interests of the Debtors before the Court; and (e) perform all other legal services for the Debtors that may be necessary and proper in these proceedings. Young Conaway will be paid at these hourly rates: Matthew B. Lunn $580 Robert F. Poppiti, Jr. $420 Ian J. Bambrick $350 Ashley E. Jacobs $335 Shane M. Reil $285 Chad Corazza, paralegal $180 Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew B. Lunn, partner of Young Conaway, 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. Consistent with the U.S. Trustee's Appendix B—Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, which became effective on November 1, 2013, Mr. Lunn states as follows: -- Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; -- Young Conaway was retained by the Debtors pursuant to an engagement agreement dated September 1, 2015. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application; and -- The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Young Conaway can be reached at: Matthew B. Lunn, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 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 OKs Pachulski Stang as Committee Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of 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 retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee, nunc pro tunc to the September 21, 2015. The Committee requires Pachulski Stang to: (a) assist, advise and represent the Committee in its consultations with the Debtors regarding the administration of these Cases; (b) assist, advise and represent the Committee with respect to the Debtors' retention of professionals and advisors with respect to the Debtors' business and these Cases; (c) assist, advise and represent the Committee in analyzing the Debtors' assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; (d) assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; (e) assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the Cases or to the formulation of a plan; (f) assist, advise and represent the Committee in connection with any sale of the Debtors' assets; (g) assist, advise and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; (h) assist, advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; (i) assist, advise and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and (j) provide such other services to the Committee as may be necessary in these Cases. Pachulski Stang will be paid at these hourly rates: Partners/Counsel $525-$1,145 Associates $525 Paralegals $275-$305 Pachulski Stang will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradford J. Sandler, partner of Pachulski Stang, 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. Pachulski Stang can be reached at: Bradford J. Sandler, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.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: Pacific Pharmacy Approved as Broker ---------------------------------------------------- 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 Pacific Pharmacy Consultants as broker, nunc pro tunc to the September 8, 2015 petition date. The Debtors seek to retain Pacific as broker to provide, to the extent requested by the Debtors, among others, the following brokering services: broker the sale, lease, trade or other disposition of the Assets that are located at the certain pharmacy locations identified by the Debtors, including hard copy prescriptions, prescription files and records, customer lists and patient files, and all pharmacy inventory including prescription drugs at such locations. The Debtors anticipate that Pacific's brokerage services will be limited to those Assets, and future sales of similar assets held at the Debtors' closing stores, which the Debtors will choose to sell because they are non-core to the Debtors' business and will not be a part of any going concern sale achieved in these chapter 11 cases. For its services as Broker, Pacific seeks approval of a commission, equal to 4% of the total purchase price of the Assets without set off, provided, that, the total compensation is not less than $10,000. Pacific will receive such commission if a sale is completed during its engagement for any of the Assets that it has been engaged to sell. P. Sean Duffy, president of Pacific, 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. Pacific can be reached at: P. Sean Duffy PACIFIC PHARMACY CONSULTANTS 1309 Sunset Court Tool, TX 75143 Tel: (480) 717-3507 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. HANCOCK FABRICS: Reports Net Loss, Raises Going Concern Doubt ------------------------------------------------------------- Hancock Fabrics, Inc.'s net loss was $3.6 million or $0.17 per basic and diluted share for the 13 weeks ended October 31, 2015 compared to a net loss of $0.8 million, or $0.04 per basic and diluted share for the 13 weeks ended October 25, 2014. For the thirty-nine weeks ended October 31, 2015, the company has generated a net loss of $12.7 million, resulting in a shareholders' deficit of $29.2 million as of October 31, 2015. Additionally, for the thirty-nine weeks ended October 31, 2015, the company has used $12.9 million in cash to fund its operations. "These matters, along with our Revolver (revolving credit facility) availability and recurring losses in prior years, raise substantial doubt as to the ability of the company to continue as a going concern," said O. Pierce Crockett, divisional vice president and interim chief financial officer of the company, in a December 21, 2015 regulatory filing with the U.S. Securities and Exchange Commission. "In order to meet its cash and liquidity needs, the company intends to raise additional financing and/or renegotiate its various debt obligations. There is no assurance that the company will be successful in obtaining additional financing and/or be able to renegotiate the terms of its existing debt obligations on terms which are satisfactory to the company, or at all." Mr. Crockett further noted, "Our ability to improve our liquidity in future periods and continue as a going concern will depend on generating positive operating cash flow, primarily through comparable store sales increases, improved gross profit and controlling our expenses, which in turn, may be impacted by prevailing economic conditions and other financial and business factors, some of which are beyond our control." At October 31, 2015, the company had total assets of $162,024,000, total liabilities of $191,198,000, and total shareholders' deficit of $29,174,000. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/j6z8e4g Hancock Fabrics, Inc. is a specialty retailer committed to nurturing creativity through a complete selection of fashion and home decorating textiles, sewing accessories, needlecraft supplies and sewing machines. The Baldwyn, Mississippi-based company is one of the largest fabric retailers in the United States, operating 260 stores in 37 states as of October 31, 2015 and an internet store under the domain name hancockfabrics.com. HOOVER GROUP: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded Hoover Group, Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default Rating to Caa1-PD from B3-PD. At the same time, the rating on the bank credit facilities was downgraded to B3 from B2. The rating outlook is stable. "The rating downgrade reflects expectations of elevated debt levels in 2016 stemming from higher than anticipated capital investment in 2015 and expectations for potential weakness in new product sales," said Moody's Analyst, Morris Borenstein. "While the rental side of the business is stable, there is increasing risk driven from its drilling and completion-exposed product revenues to more than offset." Hoover Group, Inc.: Ratings downgraded: Corporate Family Rating to B3 from B2 Probability of Default Rating to Caa1-PD from B3-PD Senior secured credit facilities to B3 (LGD3) from B2 (LGD3) RATINGS RATIONALE Hoover's B3 Corporate Family Rating reflects the company's very small revenue base, high projected leverage approaching 6 times and weak free cash flow in 2016. The ratings incorporate that the oil & gas sector accounts for a majority of its revenues. While some 60% of its revenues are tied to more stable production-related activities, Hoover has moderate exposure of roughly 15% to more volatile and cyclical drilling and completion activities. Moody's believes revenue generated from new product sales, more specifically, tied to completion and its international markets will be vulnerable in 2016, which could more than offset modest gains from new contract wins and its rental revenue streams. The ratings are supported by Hoover's high EBITDA margins, its geographic diversification, diversified blue-chip customer base and good market position in the niche tank and containers market. Supporting the ratings also is the company's large installed base of rental equipment. The company's liquidity position is adequate supported by modest cash balances going into 2016 and the expectation of positive, though weak, free cash flow generation. The company's spend on capex in 2015 neared half of its revenues. Moody's believes capex will come down in 2016 but will consume most of the company's operating cash flow. The company had less than $10 million available under its $30 million revolving credit facility as of year end. The company used the revolver to fund its capex outspend and acquisitions in 2015. The credit facilities have a 6.00 times maximum secured net debt to EBITDA financial maintenance covenant that drops down to 5.75 times in March 2016 and to 5.50 times thereafter. Moody's believes the company will have only modest cushion in the latter half of 2016 unless it reduces leverage. The company's test calculated leverage was 5.2 times as of Sept. 30, 2015. The stable rating outlook reflects Moody's expectation that Hoover will maintain adequate liquidity despite potentially weaker profitability in 2016. The ratings could be downgraded if Hoover's EBITDA to interest coverage falls well below 2 times and or if liquidity materially deteriorates beyond current levels. A rating upgrade is unlikely in 2016 given the small revenue base and high leverage. Ratings could be upgraded if debt to EBITDA declines to below 5.5 times on a sustained basis and liquidity profile improves. Additionally, a stabilization and improving market environment in drilling & completion end markets would be needed. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in December 2014. Headquartered in Houston, Texas, Hoover Container Solutions is a provider of chemical tanks, cargo carrying units, and related products and services to the global energy, petrochemical and related industrial end markets. Revenues for the twelve months ended Sept. 30, 2015, were approximately $99 million. Hoover is majority owned by the private equity firm First Reserve. HOVENSA LLC: Has Until April 12 to Decide on Unexpired Leases ------------------------------------------------------------- The District Court for the Virgin Islands extended until April 12, 2016, Hovensa L.L.C.'s time to assume or reject unexpired leases of nonresidential real property. Richard H. Dollison, Esq., as local bankruptcy counsel, submitted a certificate of no objection regarding the Debtor's extension motion. 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., reached a deal to sell most of its assets to Limetree Bay Holdings, LLC for $220 million. On Jan. 4, 2016, the Debtor closed its sale of substantially all its assets. The Debtor has filed a liquidating plan. The combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan is on Jan. 19, 2016, at 10:00 a.m. (prevailing Eastern Time). HWA PROPERTIES: Ch. 11 Bar Order Unnecessary, Court Rules --------------------------------------------------------- In a Memorandum Opinion and Order dated January 6, 2016, which is available at http://is.gd/fMyLMkfrom Leagle.com, Judge Caryl E. Delano of the United States Bankruptcy Court for the Middle District of Florida, Fort Myers Division, denied HWA Properties, Inc.'s motion for approval of the compromise and the confirmation of the Debtor's Plan without prejudice to the Debtor's filing an amended plan. Court approval of broad release provisions and the issuance of a "bar order" that would prohibit parties from asserting any claims against the Debtor and several non-debtor parties are integral to the compromise and the plan. After considering the factors that bankruptcy courts use to evaluate the propriety of a bar order, the Court concludes that the requested bar order is neither necessary to Debtor's successful reorganization nor fair and equitable. The case is In re: HWA Properties, Inc., Chapter 11, Debtor, Case No. 9:14-bk-11774-FMD (Bankr. M.D. Fla.). HWA Properties, Inc., Debtor, is represented by Stephen R Leslie, Esq. -- srl@srbp.com -- Stichter, Riedel, Blain & Postler, P.A., Michael J Hooi, Esq. -- mjh@srbp.com -- Stichter, Riedel, Blain & Postler, P.A., Mark F Robens, Esq. -- mfr@srbp.com -- Stichter, Riedel, Blain & Postler, PA, Daniel R Fogarty, Esq. -- drf@srbp.com -- Stichter, Riedel, Blain & Postler, P.A. Philip J von Kahle, Trustee, is represented by Stephanie C Lieb, Esq. -- SLieb@trenam.com -- Attorney for Trustee, Trenam, Kemker, Lara Roeske Fernandez, Esq. -- LFernandez@trenam.com -- Trenam, Kemker, Megan Wilson Murray, Esq. -- MMurray@trenam.com -- Trenam Kemker. INTERNATIONAL SUPPLY: Committee Hires Goldstein as Legal Counsel ---------------------------------------------------------------- The official committee representing International Supply Co.'s unsecured creditors has hired Goldstein & McClintock LLLP as its counsel. As legal counsel, Goldstein will provide these services: (a) advise the committee on all legal issues; (b) advise the committee regarding the terms of any sale of assets or plan of reorganization or liquidation, and assist the committee in negotiating with the company; (c) investigate the company's assets and pre-bankruptcy conduct; (d) prepare court papers on behalf of the committee; (e) represent and advise the committee in all proceedings in the company's bankruptcy case; and (f) assist and advise the committee in its administration. Goldstein's billing rates for 2015 range from approximately $195 per hour for certain associates to $725 per hour for senior partners. The firm has agreed to keep its "blended rate" below $350 per hour absent approval by the committee. The attorneys who are expected to provide the services are: Attorneys Position Hourly Rates --------- -------- ------------ Matthew McClintock Partner $435 Harold Israel Partner $525 Sean Williams Associate $255 Goldstein will receive reimbursement for work-related expenses, according to court filings. The firm does not represent any interest adverse to the interests of the company, and is "disinterested" as that term is defined in section 101(14) of the Bankruptcy Code, according to a declaration by Mr. McClintock, Esq., a partner at Goldstein. Goldstein can be reached through: Harold D. Israel, Esq. Sean P. Williams, Esq. Goldstein & McClintock LLLP 208 South LaSalle Street, Suite 1750 Chicago, Illinois 60604 Tel: (312) 337-7700 Fax: (312) 277-2310 Email: haroldi@goldmclaw.com 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: Committee Hires R.J. Montgomery as Appraiser ------------------------------------------------------------------ International Supply Co.'s official committee of unsecured creditors has hired R.J. Montgomery & Assoc. Inc. as its appraiser. R.J. Montgomery's services include appraising the company's equipment and advising interested parties as to the fair market value of the equipment. The firm will also provide other services upon request by the committee, according to court filings. The firm will be compensated by a flat fee not to exceed $2,500 without prior approval of the committee. Richard Montgomery, who owns R.J. Montgomery, disclosed in a court filing that his firm does not represent any interest adverse to the committee, and is "disinterested" as that term is defined in section 101(14) of the Bankruptcy Code. 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: Heartland Granted $4.78-Mil. Secured Claim ---------------------------------------------------------------- A bankruptcy judge signed off on an order that granted Heartland Bank and Trust Co. a secured claim of $4.78 million. The claim will be paid from a portion of the proceeds from the sale of International Supply Co.'s assets last month. The company has sold most of its assets to Fibrebond Inc., which made a $10.05 million offer at a court-supervised auction held on Dec. 15. A portion of the sale proceeds in the amount of $7.76 million was deposited with the bank. As of Jan. 7, more than $5.11 million is left in the bank after payments were made, which include a $624,238 payment to the bank for the loan it provided to International Supply to get the company through bankruptcy. Heartland Bank is allowed to apply the $5.11 million in sale proceeds against its $4.78 million secured claim, according to the order signed on Jan. 27 by U.S. Bankruptcy Judge Thomas Perkins. International Supply Co. owed the bank $8.16 million when it filed for bankruptcy protection on Sept. 24 last year. On Oct. 14, the company received interim court approval to get a loan of up to $500,000 from Heartland Bank. In November, Judge Perkins issued two more court orders, which extended the maturity date of the initial loan and approved an additional $500,000 financing from the bank. Aside from the loans, the company was able to support its operations through the bank's cash collateral, court filings show. 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: UCC Hires Fin'l Advisor, Investment Banker ---------------------------------------------------------------- International Supply Co.'s official committee of unsecured creditors has hired Amherst Consulting, LLC as its financial advisor and investment banker. Amherst's services as financial advisor include: (a) evaluate the company's business, business plan, prospects, and associated financial projections; (b) assist the committee and its counsel in reviewing and evaluating the company's business plan and liquidation analysis; (c) review and analyze financial information received by the committee in discovery and assist the committee in analyzing preference and other avoidance actions; (d) evaluate sales or leases proposed by the company; and (e) attend court hearings and meetings. Amherst will charge for its services on an hourly basis. the engagement will be headed by Sheldon Stone, a partner whose billing rate is $375 per hour. Most of the services, however, will be provided by Brian Phillips, managing director, and Maxim Ananich, an associate. Mr. Phillips' billing rate is $340 per hour while Mr. Ananich's hourly rate is $250, according to court filings. Meanwhile, the investment banking services to be provided by the firm include: (a) reviewing and familiarizing itself with the business, operations, physical assets and financial condition of the company; (b) developing a list of potential buyers of the company's assets; (c) contacting potential buyers and arranging for and orchestrating meetings between potential buyers and the company or the committee; (d) presenting to the committee all proposals from potential buyers and making recommendations as to the committee's appropriate negotiating strategy and course of conduct; and (e) assisting in all negotiations and document reviews. Amherst will receive a fee in the event that the company's assets are sold for more than $7.5 million: Sale Price Success Fee ---------- ----------- $7.5 Million or less 0% $7.5 M-$8.5M 2% of proceeds from $7.5M-$8.5 M $8.5M + Amounts from above and 5% of proceeds above $8.5M Sheldon Stone, a partner at Amherst Consulting LLC, disclosed in a court filing that the firm does not hold nor represent any interest adverse to the committee, and that it is disinterested, as that term is defined in section 101(14) of the Bankruptcy Code. 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. INTERPOOL INC: S&P Revises Outlook to Stable & Affirms 'B+' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said that it has revised its outlook on Princeton, N.J.-based Interpool Inc. to stable from positive and affirmed its 'B+' corporate credit rating on the company. "The outlook revision reflects our belief that the company's financial policy has become somewhat more aggressive based on its Jan. 14, 2016, 8k filing, in which the company announced that it had drawn $52 million from its credit facility to pay its parent a $51 million dividend," said Standard & Poor's credit analyst Betsy Snyder. In 2015, the company paid down $150 million of its second-lien notes and S&P had expected that it would undertake further debt reduction, which would have improved its credit metrics. S&P's rating now incorporates the potential for further debt-financed dividends, which would cause the company's credit metrics to fall below S&P's previous expectations. Absent any further debt-financed dividends, S&P now expects Interpool's funds from operations (FFO)-to-debt ratio to remain in the mid-teens percent area and its debt-to-capital ratio to remain in the mid-60% area. Although further dividends would cause the company's credit metrics to deteriorate somewhat, S&P don't expect that its FFO-to-debt ratio will decline to the 10% level it posted in 2014. The stable outlook on Interpool reflects S&P's expectation that the company's credit metrics will remain relatively consistent through 2016, incorporating the debt-financed dividend that it has already completed. S&P also expects that there will likely be further debt-financed dividends going forward that could result in somewhat weaker credit metrics. S&P's rating already incorporates some headroom for the company to pay additional dividends because its credit metrics remain strong for the rating. Although unlikely, S&P could lower its ratings on Interpool over the next year if renewed economic weakness causes the company's utilization and pricing to decline and its earnings and cash flow to weaken, leading its FFO-to-total debt ratio to deteriorate to about 7% on a sustained basis. Although unlikely, S&P could raise its ratings on Interpool over the next year if the company's earnings are better-than-expected because of stronger demand and/or pricing or reduced debt, causing its FFO-to-debt ratio to remain at current levels in the low-teens percent area. S&P would also have to believe that the company's financial policy had evolved such that it would maintain its current credit measures on an ongoing basis. JOHN ALBERT UPTON: Claims Not Listed on Schedules Aren't Sold ------------------------------------------------------------- Diane Davis, writing for Bloomberg Brief - Distress & Bankruptcy, reported that a bankruptcy court correctly interpreted the sale order in a debtor's bankruptcy case to be limited to only "disclosed" claims -- those listed on the debtor's schedules of assets and liabilities -- and claims not disclosed weren't sold by the trustee, a district court in Texas held Jan. 15. According to the report, Judge Sam A. Lindsay of the U.S. District Court for the Northern District of Texas concluded that in light of the Fifth Circuit's ruling in Browning Mfg. v. Mims, requiring a debtor to disclose even potential causes of action in his schedules under Bankruptcy Code Section 521, the bankruptcy court correctly interpreted the sale order in the debtor's case to not include the causes of action that appellant Upton Creditors, LLC, is asserting in a state court lawsuit. According to the bankruptcy court, the "bankruptcy schedules are a method of disclosing assets which 'all creditors rely.'” The debtor's description in the schedules wasn't specific enough to notify the trustee that the debtor could potentially assert these claims, and the sale order explicitly said that the trustee was only authorized to sell "disclosed" assets, the court said, the report related. The appellant Upton Creditors is trying to pursue claims in a state court lawsuit that are materially different from the causes of action sold under the sale order and not disclosed in any way, the report said. KU6 MEDIA: Signs Strategic Cooperative Agreement With 720Yun.com ---------------------------------------------------------------- Ku6 Media Co., Ltd. has entered into a strategic cooperation agreement with 720Yun.com to enhance the Company's virtual reality strategy previous announced. The Company recently launched a cooperative VR community at the following website: http://www.ku6.com/c2015/720yun/. Ku6 Media and 720Yun.com's cooperative VR community currently features eight categories, including aerial photography, SLR (single lens reflex) photography, virtual effects, quick mode (RICOH THETA), cities, campuses, fun and business projects. The Company expects to add additional categories to the VR community in the future. Pursuant to the Agreement, 720Yun.com will provide three-dimensional panorama technology and contents to Ku6 Media in the form of video and picture, and serve as technical support for the Company's new VR products. The two companies will work together in exploring and developing potential business models relating to three-dimensional panorama contents. Benefits to Users Utilizing existing VR products, Ku6 Media is now providing a welcoming portal for visitors to expand, upload, and deliver their personal three-dimensional contents to daily visitors. The Company has already seen visitors expanding rapidly and has received strong feedbacks from its regular active users since launching of its VR community Web site. In addition, the merging of its technology with 720Yun.com will be attractive to professionals, as three-dimensional panorama has been used in a variety of industries to graphically present product features and descriptions. Mr. Feng Gao, chief executive officer of Ku6 Media, commented, "As a preeminent UGC provider in China, we need to continue to provide technologically superior products available to our users. We are very pleased to form strategic partnership with 720Yun.com, one of China’s leading three-dimensional panorama technology companies, to create a truly unique virtual reality community. Three-Dimensional Panorama is one of the most important technological aspects in developing our virtual reality strategy, and this strategic cooperation with 720Yun.com is a solid step forward for Ku6 Media. We feel strongly that the development of this emerging technology will continue to drive visitors to our website and increase the proliferation of user-generated content and ultimately, generate higher revenues for the Company." About Ku6 Media Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video company in China focused on User-Generated Content. Through its premier online brand and online video Web site -- http://www.ku6.com/-- Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. As of Dec. 31, 2015, the Company had $9.01 million in total assets, $14.31 million in total liabilities and a $5.29 million total shareholders' deficit. PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses, negative working capital, net cash outflows, and uncertainties associated with significant changes made, or planned to be made, in respect of the Company's business model, raise substantial doubt about the Company's ability to continue as a going concern. LATTER RAIN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Latter Rain Ministries 305 E 19th St Odessa, TX 79761 Case No.: 16-70014 Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court Western District of Texas (Midland) Judge: Hon. Ronald B. King Debtor's Counsel: Max R. Tarbox, Esq. TARBOX LAW, PC 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: max@tarboxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Craig DeArmond, director. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb16-70014.pdf LI3 ENERGY: Admits Negative Capital Position, Going Concern Doubt ----------------------------------------------------------------- There exists substantial about Li3 Energy, Inc.'s ability to continue as a going concern, according to Luis F. Saenz, chief executive officer, and Luis Santillana, chief financial officer of the company in a regulatory filing with the U.S. Securities and Exchange Commission on December 15, 2015. As of September 30, 2015, the company had no source of current revenue, a cash balance on hand of $1,522 and negative working capital of $1,257,661. On January 27, 2014, the company entered into the BBL Transaction, pursuant to which BBL SpA acquired 11 of our 60 shares of Minera Li (of which the company owns a controlling interest) for a cash payment of $1,500,000 and Minera Li issued 40 Additional Shares to BBL in exchange for a cash payment of $5,500,000. As a result of the BBL Transaction, BBL became the majority shareholder of Minera Li with a 51% interest, and the company retains a 49% interest in Minera Li. Concurrent with the execution of the BBL Transaction, the company and BBL also entered into a Shareholders Agreement regarding their joint ownership interest of Minera Li (the Shareholders Agreement). Pursuant to the terms of the BBL Transaction and the Shareholders Agreement with BBL, the company has access to the following sources of funding: * Li3 Energy will receive $1,000,000 upon the earlier of completion of certain Maricunga Project milestones or January 27, 2016. * BBL has provided the company with a credit facility of $1,800,000 for working capital (the BBL Credit Facility). The BBL Credit Facility allows the company to draw $100,000 during May 2014, and $200,000 per month thereafter, until the maximum $1,800,000 (the Maximum Amount) is reached. As of the date of this filing, the company has received $1,220,000 under the BBL Credit Facility. * BBL will finance Li3 Energy's share of exploration expenses on the Maricunga Project to the stage of full permitting including environmental, social, and construction, and all studies related to the Maricunga Project to internationally recognized standards. Specific limits for these loans have not been established and will be negotiated in good faith between the company and BBL. Messrs. Saenz and Santillana elaborated: "The company's current negative working capital position is not sufficient to maintain its basic operations for at least the next 12 months. "The company has no assurance that future financing will be available on acceptable terms. If financing is not available on satisfactory terms, the company may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. "If the company is unable to complete any phase of its development or exploration activities or fails to raise additional capital to maintain its operations in the future, it may be unable to carry out its full business plan or it may be forced to cease operations. "In the course of its development activities, the company has sustained and continues to sustain losses. The company cannot predict if and when the company may generate profits. In the event we identify commercial reserves of lithium or other minerals, we will require substantial additional capital to develop those reserves and certain governmental permits to exploit such resources. The company expects to finance its future operations primarily through future equity or debt financing. However, there exists substantial doubt about the company's ability to continue as a going concern because there is no assurance that it will be able to obtain such capital, through equity or debt financing, or any combination thereof, on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet the company's ultimate capital needs and to support its growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, then the company's operations would be materially negatively impacted. "The company's ability to complete additional offerings is dependent on the state of the debt and/or equity markets at the time of any proposed offering, and such market's reception of the company and the offering terms. In addition, the company's ability to complete an offering may be dependent on the status of its exploration activities, which cannot be predicted. There is no assurance that capital in any form would be available to the company, and if available, on terms and conditions that are acceptable. "These conditions raise substantial doubt about the company's ability to continue as a going concern. The company's continuation as a going concern is dependent on its ability to obtain the necessary rights to exploit its mineral rights; meet its financial and operational obligations, to obtain additional financing as may be required until such time as it can generate sources of recurring revenues and to ultimately attain profitability." At September 30, 2015, the company had total assets of $8,170,443, total liabilities of $2,305,113, and total stockholders' equity of $5,862,289. For the three months ended September 30, 2015, the company posted a net loss of $458,254 as compared with a net loss of $742,628 for the same period in 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/jt2bkr9 Li3 Energy, Inc. is a South America-based exploration company in the lithium and potassium mining sector. The Santiago, Chile-based company aims to acquire and develop a unique portfolio of lithium and potassium brine projects in the Americas. LIQUID HOLDINGS: Wins Approval to Move Ahead with Sale ------------------------------------------------------ Lillian Rizzo, writing for Dow Jones' Daily Bankruptcy Review, reported that cloud-based trading platform provider Liquid Holdings Group Inc. won approval from a bankruptcy judge on Jan. 29 to move forward with its case as it is in negotiations with an interested bidder. "At present Liquid is in serious negotiations with a buyer of the assets, and this interested buyer could also be willing to potential provide debtor-in-possession financing to support the company through the chapter 11 process," said Michael B. Schaedle, attorney for the company, the report related. About Liquid Holdings Group Liquid Holdings Group, Inc. (otc pink:LIQD) -- http://www.liquidholdings.com-- a SaaS provider of investment management solutions for the buy side, on Jan. 28 disclosed that it and its subsidiary Liquid Prime Holdings, LLC, each filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code. The cases are Liquid Holdings Group, Inc., Case No. 16-10202 (Bankr. D. Del.) and Liquid Prime Holdings, LLC, Case No. 16-10203 (Bankr. D. Del.). The Company's counsel in Chapter 11 is Blank Rome LLP. The Company has engaged Carl Marks Advisory Group, LLC as its bankruptcy financial advisor and SenaHill Advisors, LLC as its investment banker. MANITOWOC COMPANY: Moody's Lowers Corporate Family Rating to B2 --------------------------------------------------------------- Moody's Investors Service downgraded Manitowoc Company, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD, to reflect the anticipated spin-off of the Foodservice business. Concurrently, Moody's assigned a B1 rating to MTW Cranes Escrow Corp's proposed $250 million 8-year second lien senior secured notes. The proceeds from the proposed debt and a new ABL revolving credit facility (unrated) combined with approximately a $1.3 billion distribution from the Foodservice business are expected to be used to repay Manitowoc's existing debt and allow the company to effectuate the split of the Cranes and Foodservice business. The transaction is expected to close within the first half of 2016 contingent on the stand alone financing of Manitowoc Foodservice, Inc. Although Escrow Corp will be the initial issuer of the $250 million notes, MTW Cranes Escrow Corp. will be merged into The Manitowoc Company, Inc. once the dividend payment from Manitowoc Foodservice is received and consummation of the spin-off transaction occurs as noted in the offering circular. The ratings on the existing bank credit facilities and senior unsecured notes remain unchanged at Ba1 and B2, respectively, and are to be withdrawn once the transaction closes. The Speculative Grade Liquidity Rating was affirmed at SGL-2 representing a good anticipated liquidity profile. The rating outlook is stable. Moody's assigned these ratings: Issuer: MTW Cranes Escrow Corp: Proposed 8-year Second Lien Senior Secured Notes, B1 (LGD3) Moody's downgraded these ratings: Issuer: Manitowoc Company, Inc (The): Corporate Family Rating, B2 from B1 Probability of Default Rating, B2-PD from B1-PD Moody's affirmed these ratings: Issuer: Manitowoc Company, Inc (The): Speculative Grade Liquidity Rating, SGL-2 Outlook is stable RATING RATIONALE The downgrade of Manitowoc's CFR to B2 reflects a more cyclical company going forward as Foodservice was considered to be the more stable business over the long term. Additionally, crane demand is anticipated to remain challenging into 2017 and leverage post the spin-off is high. Pro forma for the proposed transaction, the company is expected to initially have leverage (debt/EBITDA) approximating 5 times and only moderate interest coverage (EBITA/Interest) of 1.2 times as of LTM Dec. 31, 2015, (inclusive of Moody's standard accounting adjustments). The B2 CFR also considers a slow growth global macroeconomic environment and the continuation of a strong US dollar which translates foreign earnings into fewer dollars and also affects the company's competitiveness against other major international manufacturers. As new demand is likely to be lackluster in 2016, Moody's believes the company will focus on efficiency and margin improvement. The company's liquidity profile is good as reflected in its SGL-2 Speculative Grade Liquidity rating. It is supported by good anticipated availability under the ABL revolving credit facility and the expectation of good positive free cash flow over the next twelve months. Moody's expects the company to rely on its revolver for intra-quarter liquidity. The company's liquidity is expected to be also enhanced by an accounts receivables securitization facility. The springing covenant is not anticipated to be tested over the next twelve months. The stable ratings outlook reflects Moody's expectations for flat revenue in 2016. Given the slow growing global macroeconomic environment, we anticipate a strong focus on improving profitability to offset the initial high leverage. The ratings and/or outlook could be downgraded if debt / EBITDA were to increase and remained sustained over 6 times. Moreover, as Moody's currently anticipate EBITA / Interest to improve, a weakening in this coverage metric from current levels would also add to downwards ratings pressure (all figures on a Moody's adjusted basis). The ratings could also be downgraded if there were a deterioration in the company's liquidity that would restrict access to its ABL revolver. A ratings upgrade would be considered if leverage were to fall below 4.25 times (versus the current pro forma 5 times) on a sustained basis while showing an improvement in EBITDA margins from current levels and EBITA / Interest coverage of over 2.25 times and improving. A meaningful and sustained improvement in organic crane sales along with strong working capital management would be an important consideration for positive ratings traction. The principal methodology used in these ratings Global Manufacturing Companies published in July 2014. The Manitowoc Company, Inc. is a diversified global manufacturer, which before the spinoff of the Foodservice business, was comprised of two segments: Cranes (about 60% of sales) and Foodservice Equipment (about 40% of sales). The Cranes business manufactures engineered lift solutions, including lattice boom crawler cranes, mobile telescopic cranes, and tower cranes for use in residential and non-residential construction, energy, infrastructure and general industrial end markets. The Foodservice business manufactures foodservice equipment, including refrigeration, ice-making, cooking, and beverage dispensing products for use in commercial food preparation applications and is expected to be spun-off upon the close of its own financing. Through the last twelve months ending September 2015, total combined revenues were approximately $3.5 billion of which almost $2 billion was from the Cranes business for the same period. The company is headquartered in Manitowoc, WI. MISSION NEW ENERGY: Ends 2015 With A$1.8 Million in Cash -------------------------------------------------------- Mission New Energy Limited disclosed in its quarterly report that it spent A$214,000 for wages during the quarter ended Dec. 31, 2015. At the beginning of the quarter, the Company had A$2.56 million in cash. The Company reported a decrease in cash held of A$644,000. As a result, the Company had A$1.89 million in cash at the end of the quarter. A copy of the Company's Quarterly report (For entities admitted On the basis of commitments) is available for free at: http://is.gd/nuzW42 About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. Mission NewEnergy reported profit of $28.4 million on $7.27 million of total revenue for the year ended June 30, 2015, compared to a loss of $1.09 million on $9.68 million of total revenue for the year ended June 30, 2014. As of June 30, 2015, the Company had $12.6 million in total assets, $5.85 million in total liabilities and $6.76 million in total equity. "Although we incurred an operating profit for the year ended June 30, 2015 of A$28.3 million (2014: A$1.1 million loss), we have a history of net losses and there is a substantial doubt about our ability to continue as a going concern," the Company states in its annual report for the year ended June 30, 2015. MOTORS LIQUIDATION: No Units Distribution for Fiscal Q4 2015 ------------------------------------------------------------ Pursuant to the Second Amended and Restated Motors Liquidation Company GUC Trust Agreement dated as of July 30, 2015, and between the parties thereto, Wilmington Trust Company, acting solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust, is required to file certain GUC Trust Reports with the Bankruptcy Court for the Southern District of New York. In addition, pursuant to that certain Bankruptcy Court Order Authorizing the GUC Trust Administrator to Liquidate New GM Securities for the Purpose of Funding Fees, Costs and Expenses of the GUC Trust and the Avoidance Action Trust, dated March 8, 2012, the GUC Trust Administrator is required to file certain quarterly variance reports as described in the third sentence of Section 6.4 of the GUC Trust Agreement with the Bankruptcy Court. On Jan. 27, 2016, the GUC Trust Administrator filed the GUC Trust Report required by Section 6.2(c) of the GUC Trust Agreement together with the Budget Variance Report, each for the fiscal quarter ended Dec. 31, 2015. In addition, the Motors Liquidation Company GUC Trust announced that no distribution in respect of its Units is anticipated for the fiscal quarter ended Dec. 31, 2015. On June 3, 2015, the GUC Trust Administrator filed a motion with the Bankruptcy Court seeking an order authorizing the GUC Trust Administrator to exercise and/or liquidate the GUC Trust's holdings of New GM Warrants and New GM Common Stock. On July 2, 2015, the Bankruptcy Court entered an order granting the relief requested in the Liquidation Motion. Following entry of the Liquidation Order, and in compliance therewith, the GUC Trust Administrator exercised all of the New GM Warrants then held by the GUC Trust using a cashless exercise feature, and then liquidated all of its holdings of New GM Common Stock (including the proceeds of the exercised New GM Warrants) for cash. As of the quarter ended Dec. 31, 2015, but prior to current quarter activity and post-closing adjustments, the GUC Trust's Distributable Assets consisted solely of $459,842,725 in cash ($447,075,027 of which represents the proceeds of the liquidated New GM Securities that were categorized as GUC Trust Distributable Assets, and $12,767,698 of which are Dividend Assets that are categorized as GUC Trust Distributable Assets). A copy of the GUC Trust Report is available for free at: http://is.gd/jsZx9J About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. As of June 30, 2015, Motors Liquidation had $860 million in total assets, $74 million in total liabilities and $786 million in net assets in liquidation. MURRAY ENERGY: S&P Lowers Corporate Credit Rating to 'SD' --------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on U.S.-based Murray Energy Corp. to 'SD' from 'B'. At the same time, S&P lowered its rating on the company's first-lien term notes to 'D' from 'B' and revised the recovery rating to '2' from '3', indicating S&P's expectation of substantial recovery (70% to 90%; lower half of the range) in the event of a payment default. In addition, S&P lowered its rating on the company's second-lien term notes to 'D' from 'CCC+', with the recovery rating unchanged at '6', indicating S&P's expectation of negligible recovery (0% to 10%) in the event of a payment default. "The rating action reflects Murray Energy Corp.'s ongoing debt repurchases of its senior secured debt. We are lowering the corporate credit rating on the company and the issue-level ratings on the senior secured debt because we view the related transactions to be distressed, according to our criteria," said Standard & Poor's credit analyst Vania Dimova. "This determination is based on the company's financial condition and the significant discounts associated with the debt repurchase." Once ongoing debt market repurchases are complete, S&P will assign a corporate credit rating, issue ratings, and an outlook that reflect the capital structure. NATIONAL CINEMEDIA: BlackRock Reports 5.5% Stake as of Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 3,352,962 shares of common stock of National Cinemedia Inc. representing 5.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/Cih2fY About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. As of Oct. 1, 2015, the Company had $1 billion in total assets, $1.23 billion in total liabilities and a $228 million total deficit. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NEW GULF RESOURCES: US Trustee to Continue 341 Meeting on Feb. 5 ---------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of New Gulf Resources LLC will continue the meeting of creditors on Feb. 5, 2016, at 9:00 a.m., according to a filing with the U.S. Bankruptcy Court in Delaware. The meeting will be held at J. Caleb Boggs Federal Building, Room 2112, 844 King Street, Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About New Gulf Resources New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC and NGR Finance Corp. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12566) on Dec. 17, 2015. The petition was signed by Danni Morris as chief financial officer. Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties, focused primarily in the East Texas Basin. The Company currently employs 55 people. The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and notice agent. Judge Brendan Linehan Shannon has been assigned the case. NEW GULF: Balks at Regiment Objection, Lack of Alternative ---------------------------------------------------------- New Gulf Resources, LLC and its affiliates are asking the U.S. Bankruptcy Court to deny Regiment Capital Ltd.'s objections to the Debtors' entry into a $75 million DIP financing and backstop agreement for their $50 million rights offering, citing that Regent has failed to offer any alternative solution. According to the Debtors, under immense pressure driven by pending indenture defaults and falling oil prices, the Debtors negotiated the most favorable transaction possible to allow them to delever their balance sheet and exit chapter 11 efficiently and with funds to continue operations. Beginning in August 2015, the Debtors worked with Barclays to explore alternatives to enhance liquidity, including potential sale transactions, new third-party financing, exchange transactions, and bankruptcy-focused alternatives. During this process, the Debtors engaged with a group of creditors that would become the Ad Hoc Committee, first negotiating the underlying economics of the transaction and then other material terms and definitive documentation. This month's-long process resulted in the transaction embodied in the RSA and Backstop Agreement, but not without significant negotiation. Although the Debtors negotiated vigorously for more favorable deal terms, entering into the transactions embodied in the RSA and Backstop Agreement represents a sound exercise of the Debtors' business judgment. Regiment's attacks on the Debtors' proposed transaction to restructure its balance sheet and exit bankruptcy ignore the fact that the Debtors negotiated in a historically low and continually declining commodities environment. The Debtors held their first diligence meeting with the creditors who would become the Ad Hoc Committee in the second week of September 2015. At that time, oil prices hovered between $35 and $50 per barrel. By the time the Debtors signed the deal immediately prior to filing the Chapter 11 cases, the price had fallen to $35 per barrel. Id. Oil has fallen an additional 25% since December, to $26.55 as of January 20, 2016. Moreover, Regiment attacks a transaction in which it had the opportunity to participate. In October 2015, Regiment approached the Debtors in October 2015 during the negotiations with the Ad Hoc Committee. At that time, the Debtors lobbied the Ad Hoc Committee to invite Regiment to join their group. The Debtors succeeded, and Regiment signed an NDA and negotiated alongside the Ad Hoc Committee for approximately one month. During this time, Regiment was party to discussions about material deal terms, including the magnitude of the fees to which it now objects. Regiment ultimately chose not to participate in the RSA transaction. Regiment cannot credibly claim that the deal is now too good after turning down an opportunity to participate. Finally, Regiment complains loudly about the cost of the current deal, but it fails to allege the existence of a viable alternative, much less to offer to provide such an alternative. The Debtors negotiated the most favorable terms available in the current commodities environment. The Debtors add that Regiment's other objections should not prevent approval of the RSA, Backstop, and DIP Motions. After proceeding through its laundry list of issues with the treatment of the Ad Hoc Committee, Regiment notes that the DIP, RSA, and Backstop Motions "should not commit the Debtors to undertake any particular transaction absent confirmation of the Debtors' proposed plan." Regiment further asks that creditors not be precluded "from raising all objections to the Plan and Disclosure Statement at the appropriate times." The Debtors have no interest in precluding any creditor from filing an objection to the Plan and Disclosure Statement. Additionally, Regiment requests confirmation "that the Debtors' indemnification obligations in the Backstop Agreement or elsewhere will not directly or indirectly entitle the Backstop Parties to damages based on lost profits or expectation damages, including for the loss of the Put Option Notes, the loss of the DIP Facility conversion fee or future interest on the New First Lien Notes, in the event the Plan is not confirmed or consummated for any reason." Although the Debtors believe that the documents clearly reflected their intentions, they are working with the Ad Hoc Committee to amend the Backstop Agreement to clarify that if the Liquidated Damages Payment is payable or paid, the Liquidated Damages Payment will be the sole and exclusive remedy of the Backstop Parties with respect to this Agreement and any claim related to the DIP Exchange. New Gulf Resources is represented by: M. Blake Cleary, Esq. Ryan M. Bartley, Esq. Justin P. Duda, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 100 N. King Street Rodney Square Wilmington, DE 19801 Telephone: (302)571-6600 E-mail: mbcleary@ycst.com rbartley@ycst.com jduda@ycst.com - and - C. Luckey McDowell, Esq. Ian E. Roberts, Esq. Meggie S. Gilstrap, Esq. BAKER BOTTS L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Telephone: (214)953-6500 E-mail: luckey.mcdowell@bakerbotts.com ian.roberts@bakerbotts.com meggie.gilstrap@bakerbotts.com $75-Mil. DIP Financing As reported in the Dec. 21, 2015 edition of the TCR, New Gulf Resources, LLC, and its debtor affiliates sought authority from the Bankruptcy Court to obtain a senior secured postpetition financing on a priming, superpriority basis, from U.S. Bank, National Association, as administrative agent and collateral agent, in the amount of $75,000,000, of which $55,000,000 will be made available upon entry of the Interim Order. The DIP Facility will be used to, among others, indefeasibly payment in full the Debtors' prepetition first lien obligations. Borrowings under the DIP Term Facility bear an interest at the LIBOR Rate, which is subject to a floor of 1.00%, plus an Applicable Margin of 10.00%. Default Rate is the rate per annum otherwise applicable from time to time, plus two percent per annum. The Debtors agree to pay to the DIP Agent an advance fee of $5,000 and an annual fee of $50,000, as specified in the Agent Fee Letter. Backstop Agreement As reported in the Jan. 28, 2016 edition of the TCR, the Debtors have sought approval to assume a backstop note purchase agreement. The Debtors have negotiated a chapter 11 plan of reorganization with the members of the Ad Hoc Committee, who collectively hold at least approximately 72% of the Second Lien Notes and approximately 22% of the Subordinated PIK notes. The Plan contemplates that the Debtors will issue, as exit financing, New First Lien Notes in the Original principal amount of $135.25 million. Under the Plan, the New First Lien Notes issuance would satisfy in full the claims of the Debtors' DIP Lenders, through a dollar-for-dollar exchange of the approximately $75 million in borrowings under the DIP Facility, and raise an additional $50 million of new operating capital -- Rights Offering Amount. Under the Plan, they will offer the right to fund the Rights Offering Amount, on a pro rata basis, to holders of the prepetition Second Lien Notes through the Rights Offering. To ensure that the Rights Offering raises the required funds for a successful emergence from bankruptcy, the Backstop Agreement memorializes each Backstop Party's commitment to purchase its pro rata share of the Rights Offering Notes. In exchange, the Debtors agreed to provide the Backstop Parties: (i) the Put Option Notes, which constitutes a put option premium payment in the total amount of $5 million, payable entirely in New First Lien Notes; (ii) a Liquidated Damages Payment, representing liquidated damages in the amount of $3.5 million should the Debtors exercise the Fiduciary Out and consummate an alternative transaction; (iii) payment and reimbursement of all transaction expenses, which include reasonable fees and expenses incurred by the Backstop Parties and their professionals in connection with the transactions contemplated under the Restructuring Support Agreement, the Plan, the DIP Facility, the Rights Offering and the Backstop Agreement; and (iv) indemnification of the Backstop Parties and their affiliated parties and representatives from and against any and all losses, claims, damages, liabilities and expenses they may sustain, incur or suffer in connection with the transactions contemplated under the RSA, the Plan, the DIP Facility, the Rights Offering and the Backstop Agreement. About New Gulf Resources New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC and NGR Finance Corp. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12566) on Dec. 17, 2015. The petition was signed by Danni Morris, the chief financial officer. Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties, focused primarily in the East Texas Basin. The Company currently employs 55 people. The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and notice agent. Judge Brendan Linehan Shannon has been assigned the case. NEW GULF: Says ENXP's Disputed Interests Adequately Protected ------------------------------------------------------------- New Gulf Resources, LLC and its affiliates responded to the objection of Energy & Exploration Partners, LLC, to the entry of a final order authorizing the Debtors to obtain up to $75 million of DIP financing. ENXP and New Gulf -- as successor by assignment to certain Halcon entities -- are parties to two Joint Operating Agreements, one dated April 19, 2012, as amended, and the second dated June 2, 2012, as amended. ENXP asserts two claims against the Debtors under the JOAs -- one for unpaid production revenue attributable to ENXP's 20-25% working interest in four wells in the JOA contract area, and one for alleged damages related to ENXP's assertion that, under a non-uniform provision of the JOAs, New Gulf was required to offer ENXP an opportunity to participate in New Gulf's purchase of gas gathering and processing infrastructure and related rights-of-way -- Midstream Assets -- which the Debtors purchased from Halcon in connection with the East Texas Acquisition in May 2014 and then sold 9 months later to Enbridge in February 2015. ENXP contends that these claims are secured by a first priority security interest in the Oil and Gas Leases and Oil and Gas Interests in the Contract Area. The Debtors deny any liability to ENXP and assert that on a net basis ENXP owes the Debtors approximately $2.8 million. ENXP objects to the entry of the final DIP Order unless the Debtors provide ENXP with adequate protection. The Debtors aver that ENXP's objection should be overruled. ENXP's disputed interests are more than adequately protected for these reasons: a. No Priming of ENXP's Lien. In an effort to resolve ENXP's objection to New Gulf's DIP loan (and New Gulf's objection to ENXP's DIP loan in ENXP's chapter 11 case in Texas), New Gulf has proposed not to prime ENXP's lien in this case, and vice versa in respect of New Gulf's reciprocal lien in ENXP's case. As the Debtors are prepared to proceed on a non-priming basis, ENXP's claim for adequate protection is no longer applicable. b. Segregation of Post-Petition Production on Account of ENXP's Working Interests pending further Order of the Court. As further adequate protection in an effort to resolve ENXP's objection, the Debtors have proposed to segregate certain funds attributable to ENXP's working interests. Specifically, the final DIP order would provide that, from and after the Petition Date, all cash proceeds of production attributable to ENXP's working interests in the four wells5 operated by New Gulf in the Contract Area (as defined in each of the ENXP JOAs) that are payable to ENXP pursuant to the terms and conditions of the ENXP JOAs, will be held by the Debtors in reserve and shall not be used or disbursed absent further order of the Court, upon notice and a hearing. The DIP Order would also provide that each party-in-interest's rights, interests, liens, claims and defenses (if any) in respect of such funds will be fully preserved. Further, New Gulf has proposed that it will provide ENXP with reasonable information regarding the proceeds of production attributable to ENXP's working interests in such wells and the amounts held in reserve as soon as reasonably practicable following the closing of NGR's books and records each month. c. Assumption of the JOAs. The Debtors have moved the Court for authorization to assume the JOAs and to determine that there is no cure amount owed by the Debtors to ENXP. If ENXP establishes a valid claim, such amounts would be paid in full as required under section 365 and, once assumed, all post-assumption obligations under the JOAs will be afforded administrative priority. Such treatment, including payment in full of ENXP's claims, if such claims are found to be valid, is sufficient adequate protection. d. Debtors will have sufficient liquidity to meet their obligations under the JOAs. Under their DIP budget, the Debtors will have sufficient liquidity to operate their business in the ordinary course and perform under the Debtors' JOAs. This further evidences that ENXP's disputed interests are adequately protected. e. ENXP is adequately protected by a significant equity cushion. ENXP asserts a lien interest in certain Oil and Gas Leases and Oil and Gas Interests in the JOA contract area. New Gulf asserts that ENXP does not have a perfected lien on the Debtors' personal property, such as severed hydrocarbons, accounts, or cash. Nor has ENXP provided any evidence of having perfected such an interest by the filing of a UCC financing statement. The Debtors have independently searched for such a filing and concluded that ENXP's claimed security interest in personal property is unperfected and thus voidable. Cash collateral is, thus, not an issue here. f. ENXP asserts a secured claim of $10-15 million. The Debtors deny any liability to ENXP and assert that on a net basis ENXP owes the Debtors approximately $2.8 million. Assuming for the sake of argument that ENXP can actually establish an allowed secured claim of up to $15 million, which Debtors certainly dispute, ENXP is adequately protected for any post-bankruptcy diminution in value by its significant collateral cushion. As shown in the Company's Liquidation Analysis filed with the Debtors' amended disclosure statement on January 21, ENXP's asserted collateral, hydrocarbons in the ground in the Bedias Creek formation covered by the JOAs, has a PV-10 value of over $60 million. As such, ENXP's disputed interests are adequately protected for any post-bankruptcy diminution in value by its substantial collateral cushion. For all these reasons, the Debtors assert that ENXP's disputed interests are more than adequately protected and its Objection should be overruled. New Gulf Resources is represented by: M. Blake Cleary, Esq. Ryan M. Bartley, Esq. Justin P. Duda, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 100 N. King Street Rodney Square Wilmington, DE 19801 Telephone: (302)571-6600 E-mail: mbcleary@ycst.com rbartley@ycst.com jduda@ycst.com - and - C. Luckey McDowell, Esq. Ian E. Roberts, Esq. Meggie S. Gilstrap, Esq. BAKER BOTTS L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Telephone: (214)953-6500 E-mail: luckey.mcdowell@bakerbotts.com ian.roberts@bakerbotts.com meggie.gilstrap@bakerbotts.com $75-Mil. DIP Financing As reported in the Dec. 21, 2015 edition of the TCR, New Gulf Resources, LLC, and its debtor affiliates sought authority from the Bankruptcy Court to obtain a senior secured postpetition financing on a priming, superpriority basis, from U.S. Bank, National Association, as administrative agent and collateral agent, in the amount of $75,000,000, of which $55,000,000 will be made available upon entry of the Interim Order. The DIP Facility will be used to, among others, indefeasibly payment in full the Debtors' prepetition first lien obligations. Borrowings under the DIP Term Facility bear an interest at the LIBOR Rate, which is subject to a floor of 1.00%, plus an Applicable Margin of 10.00%. Default Rate is the rate per annum otherwise applicable from time to time, plus two percent per annum. The Debtors agree to pay to the DIP Agent an advance fee of $5,000 and an annual fee of $50,000, as specified in the Agent Fee Letter. About New Gulf Resources New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC and NGR Finance Corp. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12566) on Dec. 17, 2015. The petition was signed by Danni Morris, the chief financial officer. Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties, focused primarily in the East Texas Basin. The Company currently employs 55 people. The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and notice agent. Judge Brendan Linehan Shannon has been assigned the case. NORANDA ALUMINUM: Moody's Lowers CFR to Ca, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded Noranda Aluminum Acquisition Corporation's Corporate Family Rating and Probability of Default Rating to Ca and Ca-PD from Caa1 and Caa1-PD respectively. The senior secured term loan was downgraded to Ca from Caa1 and the senior unsecured notes were downgraded to C from Caa3. The Speculative Grade Liquidity rating was lowered to SGL-4 from SGL-3. The outlook is negative. Downgrades: Issuer: Noranda Aluminum Acquisition Corporation Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3 Corporate Family Rating, Downgraded to Ca from Caa1 Senior Secured Bank Credit Facility, Downgraded to Ca (LGD3) from Caa1 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD5) from Caa3 (LGD5) Outlook Actions: Outlook, Remains Negative RATINGS RATIONALE The downgrade of Noranda's CFR to Ca reflects their weak debt protection metrics, high leverage, operational and cost challenges and the headwinds facing primary aluminum producers, which are expected to result in weaker performance over the next year. Midwest premiums have also dropped to about $0.09/lb compared to the $0.25 it was roughly a year and half ago. For the twelve months through Sept. 30, 2015, leverage, as measured by the debt/EBITDA ratio was 12.8x while EBIT/interest was -0.6x. Given the further weakening in market conditions and operational challenges in the fourth quarter of 2015 and continuing in 2016, we expect Noranda's debt protection metrics to weaken further and leverage to increase. Given fundamentals in the aluminum market, excess global aluminum capacity and slowing growth rates in China, aluminum prices and premiums are anticipated to remain pressured well into 2016 and the beginning of 2017. In addition, the company continues to face operational challenges. On January 8th of this year, Noranda announced that production has been idled at two of their three pot lines at its only aluminum smelter, which is located in New Madrid, Missouri. While the company believes it has sufficient sources of aluminum to meet customer commitments, this further supports the downgrade, and heightens the risk of continued operational losses. The financial impact is still uncertain at this time. Additionally, Noranda Bauxite Limited, a wholly owned subsidiary of Noranda Aluminum notified the GOJ that the incident at this facility is an event of force majeure which will require Noranda to materially reduce mining plans previously provided to GOJ. The Ca senior secured term loan rating reflects its priority position in the capital structure relative to the senior unsecured notes. Borrowings under the term loan are secured on a first priority basis on assets other than inventory and accounts receivables, which are pledged on a first lien basis to the ABL ("ABL priority collateral"). The term loan has a second lien position on the ABL collateral. The C rating on the senior unsecured notes reflects the effective subordination of these instruments to a substantial amount of first lien secured debt and priority accounts payables, and the expectation of a considerable loss in value in a default scenario. The SGL-4 speculative grade liquidity rating reflects the company's poor liquidity position, which consists of $9 million cash position at September 30, 2015, and borrowing base capacity of $104 million under its asset backed credit facility expiring in February 2017. The contraction in aluminum prices, should they decrease below current levels, will contribute to a contraction in borrowing base availability. The negative outlook incorporates our expectation that metrics will deteriorate further in 2016 as the company's operating results are impacted by the falling aluminum prices and premiums, and liquidity continues to diminish. It also captures the possibility that, given the weak market fundamentals, aluminum pricing will remain suppressed over the intermediate term. The outlook also reflects the uncertainty that Noranda is able to successfully improve stable performance at its only remaining smelter. Ratings are unlikely to be upgraded over the next twelve to eighteen months given the expectations for weak performance and profitability. Noranda's ratings could be downgraded if liquidity continues to deteriorate. The principal methodology used in these ratings was Global Steel Industry published in October 2012. Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition Corporation (Noranda) is involved in primary aluminum production at its New Madrid, Missouri smelter and in downstream operations through four rolling mills. In addition, Noranda has a 100% interest in an alumina refinery in Gramercy, Louisiana and through its wholly owned subsidiary, St. Ann Bauxite Holdings Ltd., ultimately owns 49% of a bauxite mining operation in St. Ann, Jamaica. During the twelve months ending Sept. 30, 2015, Noranda generated revenues of $1.3 billion. NOVATION COMPANIES: Posts Net Loss, Raises Going Concern Doubt -------------------------------------------------------------- Novation Companies, Inc. posted a net loss of $7,239,000 for the three months ended Sept. 30, 2015, compared with a net loss of $4,882,000 for the three months ended September 30, 2014. "Since the sale of StreetLinks LLC, the company has incurred significant and recurring operating losses and negative cash flows from operations. Given the early stage nature of Corvisa, LLC, the company would expect these trends to continue for the foreseeable future without the addition of significant new customers or a significant reduction of expenses. As of September 30, 2015, the company's existing cash resources alone no longer appear to be sufficient to cover the ongoing operating cash needs of Corvisa or the company as a whole at their current run rate. Further, the company has limited ability to raise additional capital through the issuance of additional equity securities and is unable to secure additional debt funding due to restrictions set forth in the indentures governing the Senior Notes," Rodney E. Schwatken, chief executive officer and chief financial officer, and Brett A. Monger, vice president and chief accounting officer of the company related in a December 22, 2015 regulatory filing with the U.S. Securities and Exchange Commission. "As such, these matters raised substantial doubt about the company's ability to continue as a going concern as of September 30, 2015." The officers continued: "The company considered several strategic alternatives with regard to the Corvisa business including, but not limited to, identifying a potential buyer for Corvisa, identifying potential outside investors to provide additional capital directly for Corvisa, and/or implementing significant cost-cutting measures. On December 21, 2015, the company entered into the Purchase Agreement with Corvisa Services and ShoreTel, Inc. Subject to the terms and conditions under the Purchase Agreement, ShoreTel agreed to purchase all of the membership interests of Corvisa. While the transaction is subject to certain closing conditions, the company believes that its agreement to sell Corvisa alleviates the substantial doubt about the company's ability to continue as a going concern that existed as of September 30, 2015, as the sale would eliminate the company's share of Corvisa's future net operating losses and ongoing operating cash needs. "With the sale of Corvisa, subject to the terms and conditions under the Purchase Agreement, the company intends to continue its strategy of seeking to acquire operating businesses or make other investments that generate taxable earnings. Because the company has large net operating losses, the company has the ability to operate in a tax-efficient manner. As of September 30, 2015, Novation had approximately $674.9 million in federal net operating losses which may be carried forward to offset future taxable income. Recent performance has not allowed Novation to capitalize on this significant strategic advantage. As of the date the financial statements included in this report are issued, the company has not yet identified any specific acquisition targets. The company acknowledges that the identification of an acquisition target and the negotiation of a purchase agreement could take an extended period of time, however, based on current projections and subject to the completion of the company's sale of Corvisa, the company believes its existing liquid assets and the ongoing cash flows from its mortgage securities portfolio will be sufficient to sustain the company for a period of at least twelve months and enable the company to effectively implement this strategy. While the company acknowledges that cash flows from its mortgage securities portfolio can be volatile in nature, the recent performance of these securities would suggest that these securities will continue to be a source of cash flows for the foreseeable future." As of September 30, 2015, the company had approximately $4.6 million in unrestricted cash and cash equivalents and $0.7 million of restricted cash, portions of which are included in the other current assets and other assets line items on the condensed consolidated balance sheet. In addition, the company held approximately $21.4 million in corporate notes and bonds with average remaining maturities between six months and 20 months as of September 30, 2015, and approximately $2.5 million in mortgage securities, which have contributed approximately $4.7 million in cash flows for the nine months ended September 30, 2015. At September 30, 2015, the company had total assets of $40,559,000, total liabilities of $95,046,000 and total shareholders' deficit of $54,487,000. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/h4fy3pk Kansas City, Missouri-based Novation Companies, Inc. owns 100% of Corvisa, LLC, which sells cloud-based communication software under the CorvisaOne(R) brand, telecommunications services, and implementation consulting services. With the sale of Corvisa, the company intends to continue its strategy of seeking to acquire operating businesses or make other investments that generate taxable earnings. O&S TRUCKING: Can't Challenge Confirmed Plan, 8th Cir. BAP Rules ---------------------------------------------------------------- Diane Davis, writing for Bloomberg Brief - Distress & Bankruptcy, reported that the U.S. Bankruptcy Appellate Panel for the Eighth Circuit lacks jurisdiction over a Chapter 11 debtor's appeal from a confirmation order because the debtor doesn't meet the "person aggrieved" standard, the Eighth Circuit held Jan. 22. According to the report, affirming the BAP's decision, Judge Raymond W. Gruender concluded that debtor O&S Trucking, Inc., the owner and operator of a fleet of commercial trucks, failed to carry its burden to demonstrate standing. Without standing, the debtor can't appeal the confirmation order, and the language the debtor used in its confirmation order to "reserve" its right to appeal doesn't work, the appeals court said, the report related. O&S Trucking, which provides brokerage and intermodal services located in Springfield, Missouri, filed for Chapter 11 bankruptcy protection on May 30, 2012 (Bankr. W.D. Mo., Case No. 12-61003). The case was assigned to Judge Arthur B. Federman. The Debtor's counsel was Jonathan A. Margolies, Esq., at MCDOWELL RICE SMITH & BUCHANAN, PC, in Kansas City, Missouri. OFFSHORE GROUP: Nobu Su Appeals Bankruptcy Plan Confirmation Order ------------------------------------------------------------------ Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reported that Nobu Su, who has been charged in connection with the Petrobras corruption scandal, has appealed the decision confirming a bankruptcy-emergence plan for the Vantage Drilling offshore oil and gas business. According to the report, Mr. Su, also known as Hsin Chi Su, mounted an unsuccessful effort to block the chapter 11 bankruptcy revamping of Vantage's $2.6 billion debt load. He appealed the loss, asking a higher U.S. federal court to take a look at the decision, the report related. As previously reported by The Troubled Company Reporter, Judge Brendan L. Shannon on Jan. 15, 2016, entered Findings of Fact, Conclusions of Law and Order confirming Offshore Group Investment Limited, et al.'s Joint Prepackaged Plan and approving the Disclosure Statement. The Prepackaged Plan is supported by 98.88% of the Debtors' secured term loan and noteholders and 100% of the Debtors' secured revolving lenders. These are the only creditors entitled to vote on the Prepackaged Plan. Unsecured claims are unimpaired. About Offshore Group Offshore Group Investment Limited is an international offshore drilling company operating a fleet of modern, high-specification drilling units around the world. Its principal business is to contract their drilling units, related equipment, and work crews to drill underwater oil and natural gas wells for major, national, and independent oil and natural gas companies. Offshore Group Investment Limited and 23 other units of publicly traded Vantage Drilling Company filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12421) on Dec. 3, 2015 to pursue a prepackaged restructuring backed by Vantage. Christopher G. DeClaire, the authorized officer, signed the petition. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A. as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. OMNICOMM SYSTEMS: Swaps Common Shares for Preferred Shares ---------------------------------------------------------- OmniComm Systems, Inc., entered into separate agreements with certain holders of the Company's 5% Series A Convertible Preferred Stock, par value $0.001 per share, pursuant to which the Company and each such Holder agreed to exchange the Holder's Series A Preferred Stock and waive all accrued and unpaid dividends on the Series A Preferred Stock accrued through to the effective date of the agreement, for shares of the Company's common stock, par value $0.001 per share. In the aggregate, the Company issued 7,643,376 shares of Common Stock in exchange for 1,910,844 shares of Series A Preferred Stock and approximately $1,345,545 of accrued and unpaid dividends on the Series A Preferred Stock. 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. ONE SOURCE INDUSTRIAL: Ch. 11 Trustee Can Abandon Property ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Michael A. McConnel, Chapter 11 trustee for One Source Industrial Holdings, LLC, et al., to abandon property of the Debtors' estate. The Chapter 11 trustee previously filed a motion stating that following the sale of Dynamic Rental Systems, LLC, a wholly owned subsidiary of Holdings, the Debtors could no longer generate sufficient revenues to pay their employees and were forced to discontinue operations. Holdings holds equipment that had previously been utilized by various affiliated entities, which provide industrial services and rental equipment to businesses in the oil and gas refining, manufacturing, pipeline, shipping and construction industries. The Chapter 11 trustee asserted that there is no equity in much of the Debtors' equipment and equipment is of inconsequential value or benefit to the trustee. About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies that are part of a corporate family of affiliated companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. The types of equipment possessed by One Source include, e.g., hazardous material transportation vehicles, frac tanks, tank trailers, barrel mix tank and vacuum tankers, air machines, and waste and other industrial boxes and tanks. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. On Jan. 9, 2015, the Court approved the joint administration of the Debtors' cases for procedural purposes only. Holdings' case is assigned to Judge Russell F. Nelms. The Debtors each estimated $10 million to $50 million in assets and debt. The Debtors are represented by J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas. Lynnette R. Warman of Culhane Meadows, PLLC, serves as counsel to the Official Committee of Unsecured Creditors. ONE SOURCE INDUSTRIAL: Court Directs Forshey to Turn Over $296K --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas directed Forshey, & Prostok, LLC, to turnover $257,500 remaining of the sale proceeds; and $39,049 additional funds to Michael A. McConnel, chapter 11 trustee for One Source Industrial Holdings, LLC, and its debtor affiliates. The Chapter 11 trustee previously filed a motion asking the Court to direct Forshey for the immediate turnover of the funds in order for the trustee to insure certain estate property and make lease payments for the Northern District of Texas for the Northern District of Texas. Subsequent to the consummation of the sale, the Court entered an order regarding payment of fees to SSG Advisors, LLC, authorizing Forshey to pay SSG Advisors, LLC, approximately $142,500 from the sale proceeds for its sale fee. After the payment, there is currently $257,500 remaining of the sale proceeds, which funds are currently being held in the Forshey account. In addition, Forshey also holds approximately $39,049 paid by the Debtor for professional fees. About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies that are part of a corporate family of affiliated companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. The types of equipment possessed by One Source include, e.g., hazardous material transportation vehicles, frac tanks, tank trailers, barrel mix tank and vacuum tankers, air machines, and waste and other industrial boxes and tanks. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. On Jan. 9, 2015, the Court approved the joint administration of the Debtors' cases for procedural purposes only. Holdings' case is assigned to Judge Russell F. Nelms. The Debtors each estimated $10 million to $50 million in assets and debt. The Debtors are represented by J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas. Lynnette R. Warman of Culhane Meadows, PLLC, serves as counsel to the Official Committee of Unsecured Creditors. ONE SOURCE INDUSTRIAL: Harper & Pearson OK'd to Audit 401(k) Plan ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized One Source Industrial Holdings, LLC, et al., to employ Harper & Pearson Company, P.C., as accountants to include the performance of an independent audit for the One Source Industrial, LLC's 401(k) plan. On July 7, 2015, the Court authorized the Debtors to employ HPC to prepare 2014 federal and state income tax returns for the Debtor and operating entities, review the 2014 consolidated balance and related statements for the Debtors and operating entities, and issue an accountant's report for the year ending Dec. 31, 2014. HPC has given the Debtors an estimate for their fees in connection with the 401(k) audit for approximately $8,000 to $9,000. Professionals with primary responsibilities on the engagement and their hourly rates are: Paul Bonnington $418 Patrick Buckley $316 Anna Nguyen $204 The hourly rates of other professionals who will render services for the Debtors are: Professional Fee Range ------------ --------- Shareholders $316 - $439 Principals $302 Senior Managers $294 Manager $268 Supervisors $246 Seniors $204 Administrative Staff $70 - $139 In addition, HPC will seek reimbursement of expenses advanced on behalf of the Debtors. Paul Bonnington, a certified public accountant and director of audit services of HPC, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies that are part of a corporate family of affiliated companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. The types of equipment possessed by One Source include, e.g., hazardous material transportation vehicles, frac tanks, tank trailers, barrel mix tank and vacuum tankers, air machines, and waste and other industrial boxes and tanks. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. On Jan. 9, 2015, the Court approved the joint administration of the Debtors' cases for procedural purposes only. Holdings' case is assigned to Judge Russell F. Nelms. The Debtors each estimated $10 million to $50 million in assets and debt. The Debtors are represented by J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas. Lynnette R. Warman of Culhane Meadows, PLLC, serves as counsel to the Official Committee of Unsecured Creditors. ONE SOURCE INDUSTRIAL: Michael McConnel Named Ch. 11 Trustee ------------------------------------------------------------ The Hon. Russel F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas approved the appointment of Michael A. McConnel as Chapter 11 trustee for One Source Industrial Holdings, LLC, and its debtor affiliates. William T. Neary, the U.S. Trustee for Region 6, in consultation with Bobby Forshey, counsel for the Debtor, and Laurie Huffman, counsel for Ector CAD, Harris County and Ellis County, selected Mr. McConnell to serve as trustee. His bond is fixed at $10,000 personal recognizance. The Debtors previously sought and obtained approval from the Court for the appointment of a trustee. The Chapter 11 Trustee, according to the Debtors, will, among other things: (1) allow the continued involvement of the Official Committee of Unsecured Creditors in the disposition of the Debtors' assets; and (2) facilitate the sale process and maximize recovery by taking advantage of the efficiencies created from the prior sale experience. The Debtors and their counsel had already engaged in the sale of substantial assets of the Debtors. About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies that are part of a corporate family of affiliated companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. The types of equipment possessed by One Source include, e.g., hazardous material transportation vehicles, frac tanks, tank trailers, barrel mix tank and vacuum tankers, air machines, and waste and other industrial boxes and tanks. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. On Jan. 9, 2015, the Court approved the joint administration of the Debtors' cases for procedural purposes only. Holdings' case is assigned to Judge Russell F. Nelms. The Debtors each estimated $10 million to $50 million in assets and debt. The Debtors are represented by J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas. Lynnette R. Warman of Culhane Meadows, PLLC, serves as counsel to the Official Committee of Unsecured Creditors. ORTHO-CLINICAL DIAGNOSTICS: Moody's Cuts CFR to B3, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Ortho-Clinical Diagnostics SA (Ortho) including the Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the rating on the unsecured notes to Caa2 from Caa1. Moody's affirmed the B1 rating on the senior secured credit facility. The outlook is stable. The downgrade of Ortho's Corporate Family Rating reflects higher leverage than expected at the time of the company's sale by Johnson & Johnson to The Carlyle Group in 2014. The weaker than expected earnings and cash flow have also resulted in a weakening of liquidity. Moody's anticipates weak free cash flow over the next 12 months and believes that access to the company's revolving credit facility will be limited by the covenant which springs into effect when 30% of the facility is drawn. Moody's forecasts very little cushion under the covenant should it be tested, therefore effectively limiting access to under $100 million of the facility. Ratings Downgraded: Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD $1.3 billion senior unsecured notes due 2022, to Caa2 (LGD 5) from Caa1 (LGD5) Ratings Affirmed: $350 million senior secured revolving credit facility expiring 2019, at B1 (LGD3) $2.175 billion senior secured Term Loan B due 2021, at B1 (LGD3) The outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating reflects the very high adjusted debt to EBITDA -- of around 8.0x -- stemming from the debt incurred to finance the acquisition by Carlyle, as well as on-going risks associated with transitioning Ortho to a standalone company. Moody's anticipates continued negative free cash flow over the next 12 months as the company experiences significant cash outflows associated with the process of becoming a stand-alone company. Further, the company's liquidity profile, though expected to be adequate, does not leave significant cushion in the event of material disruption to cash flows as the company exits the transition services agreement with Johnson & Johnson and transitions to its own IT systems. The rating is supported by Ortho's large scale and good diversity by customer, product and geography. Further, Moody's views Ortho's business model as fundamentally stable, given the recurring nature of approximately 80% of revenue that is generated from sales of consumables and reagents. While near-term headwinds will likely constrain growth, longer term Moody's believes that Ortho is well positioned to grow EBITDA. Growth will be driven mainly by cost efficiencies once the company has become fully stand-alone and from growth in emerging markets. The stable outlook reflects Moody's view that Ortho has adequate liquidity to manage through near-term expenses of fully transitioning to a stand-alone company. Following this transition, Moody's believes the company will generate moderate earnings growth and positive cash flow. Moody's could upgrade the ratings if Ortho successfully completes the transition to a stand-alone company, generates positive free cash flow and is expected to sustain adjusted debt to EBITDA below 6.5x. The ratings could be downgraded if Ortho's business or cash flow experiences material disruption from the transition to a stand-alone company, or if there is any deterioration in liquidity. Ortho-Clinical Diagnostics, headquartered in Raritan, NJ, produces in-vitro diagnostics equipment and associated assays and reagents. Ortho's largest segment, Clinical Laboratories, develops clinical chemistry and immunoassay tests, targeting primarily small/medium size hospitals. Ortho also develops Immunohematology products used by blood banks and hospitals to determine patient-donor compatibility in blood transfusions. Ortho also develops and markets equipment and assays for blood and plasma screening for infectious diseases. The company generated approximately $1.7 billion of adjusted revenues for the twelve months ended Sept. 30, 2015. Ortho is owned by the Carlyle Group. The principal methodology used in these ratings was Global Medical Product and Device Industry published in October 2012. OUTER HARBOR: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Outer Harbor Terminal, LLC aka Ports America Outer Terminal, LLC aka PAOH aka PAOHT 1599 Maritime Street Oakland, CA 94607 Case No.: 16-10283 Nature of Business: Port Operator Chapter 11 Petition Date: February 1, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Laurie Selber Silverstein Debtor's MILBANK, TWEED, HADLEY & MCCLOY LLP General Counsel: Debtor's Mark D. Collins, Esq. Delaware RICHARDS, LAYTON & FINGER, P.A. Counsel: One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302 651-7700 Fax: 302-651-7701 Email: collins@RLF.com Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petition was signed by Heather Stack, chief financial officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Port of Oakland Terminal Unliquidated Concession City of Oakland Transfer Tax Unliquidated Pape Material Handling Trade $63,337 Southern Counties Oil Trade $51,437 dba SC Fuels Contra Costa Electric Trade $40,559 Holland and Knight LLP Legal Services $30,421 NAPA Auto Parts Trade $26,034 Dicksinson Donna General Cargo $25,000 Claim Dered Weldehaimanot General Cargo $20,000 Claim Shinning Group Trucking General Cargo $20,000 Claim Acuna Maintenance & Trade $18,240 Construction Inc. 321 Sarah Way Petaluma, CA 94954 Peterson Trucks Inc. Trade $17,484 PO Box 1508 San Leandro, CA 94954 Now Solutions Trade $16,118 Conglobal Industries LLC Trade $15,688 Maersk Container Industries Trade $12,117 Windes, Inc. Trade $10,100 Challenger, Gray and Trade $9,500 Christmas Inc. Airgas USA LLC Trade $7,581 O C Jones and Sons Inc. Trade $5,233 Xerox Corporation Trade $4,731 OXYSURE THERAPEUTICS: Seeks Probe Into Short Selling Activities --------------------------------------------------------------- OxySure Therapeutics, Inc., the Board of Directors of the Company and certain stockholders of the Company filed a letter with the office of U.S. Senator John Cornyn requesting referrals to the Securities and Exchange Commission and other authorities to initiate investigations into certain manipulative short selling, naked short selling or other illegal short selling activities relating to the trading of the Company's common stock. The Company's stock is traded on OTCQB under the ticker symbol OXYS. "Commencing on approximately November 20, 2014 we believe that certain broker dealers who also act as market makers and/or a client(s) of theirs started to systematically destroy the share price of OXYS. On November 20, 2014 the OXYS share price was approximately $1.20. At that point, we believe that through a combination of improper activities, these Shorts have set about systematically destroying the OXYS share price - the stock has declined uncontrollably and precipitously to an all time low of $.17 per share on January 25, 2016, a loss of almost 86%, while all at the same time the company's fundamentals have been growing (sales, growth, market share, lives saved, and so forth)." "We believe there are 3 primary suspects, but others may be involved: Citadel Securities (CDEL), PUMA Capital (PUMA) and an individual by the name of Anthony Giambrone. CDEL and PUMA are registered broker dealers with the Financial Industry Regulatory Authority (FINRA)," the Company stated in the letter. The Company also filed a similar complaint directly with the Securities and Exchange Commission on behalf of the Company and all its stockholders. The Company is seeking full accountability and immediate delivery of all OXYS shares sold short over a period of over fourteen months. About OxySure Therapeutics Frisco, Tex.-based OxySure Therapeutics, Inc., formerly known as OxySure Systems, Inc. (OTC QB: OXYS) is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The Company owns nine issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. Oxysure Systems reported a net loss of $2.75 million in 2014 following a net loss of $712,000 in 2013. As of Sept. 30, 2015, the Company had $4.42 million in total assets, $2.24 million in total liabilities and $2.18 million in total stockholders' equity. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company had accumulated losses of $18.0 million as of Dec. 31, 2014 which raises substantial doubt about its ability to continue as a going concern. PACIFIC GOLD: Incurs $2.20 Million Net Loss in Fiscal 2014 ---------------------------------------------------------- Pacific Gold Corp. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.20 million on $0 of revenue for the year ended Dec. 31, 2014, compared to a net loss of $463,422 on $0 of revenue for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $481,964 in total assets, $2.69 million in total liabilities and a total stockholders' deficit of $2.21 million. KLJ & Associates, LLP, in Edina, MN, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has negative working capital and has incurred losses from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/KjTvud About Pacific Gold Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the identification, acquisition, and development of prospects believed to have gold mineralization. Pacific Gold through its subsidiaries currently owns claims, property and leases in Nevada and Colorado. PONTIAC CITY SCHOOL: Moody's Affirms Caa1 Issuer Rating ------------------------------------------------------- Moody's Investors Service has affirmed Pontiac City School District, MI's Caa1 issuer rating and Caa2 General Obligation Limited Tax (GOLT) rating impacting $11.5 million in rated debt. The outlook remains stable. The Caa1 issuer rating reflects ongoing risk of a debt service payment default, but the possibility of moderate-to-high bondholder recovery in such an event. While the district's cash flows have significantly improved allowing it to repay a debt service payment missed in 2013, liquidity remains narrow and failure of voters to approve renewal of an operating levy during an upcoming referendum would place extreme stress on district's financial operations. Also incorporated into the Caa1 rating is the district's still distressed financial position with a very large General Fund deficit and persistent though moderating enrollment declines that pressure district revenues. The rating also considers a low debt burden weighed against substantial outstanding capital needs, a sizable tax base with low full value per capita and weak demographic profile. The Caa2 GOLT rating is notched from the issuer rating to reflect the constitutional and statutory limitations on the district's ability to raise operating revenue to pay debt service on non-voted GOLT bonds. Moody's ratings represent expected loss, encompassing both default probability and bondholders' likely post-default recovery. When a security is in or approaching default, then placement of the rating will largely depend on the expected recovery to bondholders. Ratings of defaulted bonds with expected recoveries of 65-95% will typically be in the Caa range, 35-65% at Ca, and under 35% at the lowest rating of C. In the rare case when expected recoveries exceed 95%, such ratings will be in the single B range Rating Outlook The stable outlook reflects the expectation that, while the district's financial operations remain distressed and liquidity is extremely narrow, the financial position is stabilizing following key actions by new management and support from the State of Michigan (Aa1 stable). However, key near-term credit events that are discussed in more detail below could have significantly negative implications for the district. Factors that Could Lead to an Upgrade Sustained improvement to liquidity and passage of operating millage reducing risk of a debt service default Reduced reliance on cash flow borrowing to finance operations Continued reduction in the deficit fund balance position Stabilization of enrollment trends Factors that Could Lead to a Downgrade Inability to secure voter approval to renew operating millage Increase in likelihood of bankruptcy filing such as the appointment of an Emergency Manager Failure to maintain recent progress in improved financial operations or failure to reach targets set in the district's financial and operating plan Weakening of cash flows resulting in growth in payables or missed debt service payment Legal Security Debt service on the district's rated GOLT bonds is secured by the district's pledge and authorization to pay debt service from annual operating revenue, the collection of which is subject to constitutional and statutory limitations. Use of Proceeds Not applicable Located approximately 30 miles north of Detroit, the district encompasses 38.8 square mile in Oakland County (Aaa stable). The district provides K-12 education to the City of Pontiac and portions of surrounding suburban communities including portions of Auburn Hills and Bloomfield Township. The district currently has an estimated 4,224 students enrolled and had a population of 77,524 as of the 2010 Census. PORTER BANCORP: Reports 4th Quarter 2015 Results ------------------------------------------------ Porter Bancorp, Inc., reported a net loss of $601,000 on $9.02 million of interest income for the three months ended Sept. 30, 2015, compared to a net loss of $3.78 million on $9.63 million of interest income for the same period in 2014. For the year ended Dec. 31, 2015, the Company reported a net loss of $3.21 million on $36.57 million of interest income compared to a net loss of $11.2 million on $39.5 million of interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $948.72 million in total assets, $917 million in total liabilities and $32.01 million in total stockholders' equity. John T. Taylor, president and CEO of the Company noted, "PBI Bank has continued to make significant progress in reducing its non-performing assets. In the fourth quarter of 2015, non-performing assets were reduced by $12.9 million after achieving reductions of $23.7 million in the third quarter of 2015. In total, non-performing assets were reduced $60.2 million, or 64% in 2015." A full-text copy of the press release is available for free at: http://is.gd/QYQqsl About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp reported a net loss of $11.2 million in 2014, a net loss of $1.58 million in 2013 and a net loss of $32.93 million in 2012. Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred substantial losses in 2014, 2013 and 2012, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. PROSERV GLOBAL: Moody's Lowers CFR to Caa3, Outlook Negative ------------------------------------------------------------ Moody's Investors Service has downgraded Proserv Global Inc.'s corporate family rating to Caa3 from Caa1 and probability of default rating (PDR) to Caa3-PD from Caa1-PD. Concurrently, Moody's has also downgraded to Caa2 from Caa1 the ratings on the USD135 million first lien term loan and the USD60 million first lien revolving credit facility at Proserv Operations Limited, and the USD230 million first lien term loan at Proserv US LLC, as well as to Ca from Caa3 the rating on the USD115 million second lien term loan at Proserv US LLC. The rating outlook remains negative. RATINGS RATIONALE Today's rating action reflects Moody's view that Proserv's current capital structure is untenable given current market conditions. Moody's anticipates the company's Moody's-adjusted debt/EBITDA to be at around 15.0x by year-end 2015 with limited visibility around the timing of a potential recovery or stabilization of market conditions at this stage as more projects are being deferred or cancelled. 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. Moreover, Proserv competes with a variety of companies -- some of which are also customers and suppliers depending on the segment and/or geography -- including larger oilfield services companies with stronger financial profile such as Cameron International Corporation (Baa1 review for upgrade), FMC Technologies, Inc. (Baa2 review for downgrade), and GE Oil & Gas (part of General Electric Company rated A1 stable) and hence, have generally a superior ability to withstand pricing pressures and persistently weak market conditions. The company's liquidity profile will likely weaken over the next 12 to 18 months. Moody's does not anticipate the company to generate free cash flow this year given the challenging market conditions and its high interest burden. As of Sept. 30, 2015, the company has cash balances of approximately USD15 million and approximately USD42 million available under its revolving credit facility (RCF) maturing in December 2019, the rest being used to issue guarantees and performance bonds. However, Moody's believes that the company will not be able to comply with the RCF's single first lien leverage covenant if it were to be tested. The covenant is only tested when the RCF is used above 35% excluding up to USD25 million for performance bonds and guarantees issued. In other words, the company can draw and/or issue guarantees or performance bonds under the RCF for up to USD21 million in addition to up to USD25 million of performance bonds and guarantees without triggering a covenant test. The company has no material debt maturities before December 2021. The rating is also supported by the company's leading positions in selected product categories, its expanding product offering, and its good geographic and customer diversity. OUTLOOK The negative outlook reflects the limited visibility for a potential stabilization of credit metrics over the next 12 to 18 months. WHAT COULD CHANGE THE RATING UP/DOWN The ratings could be downgraded in the event of stronger-than-expected deterioration in operating performance and/or weakening liquidity position including negative free cash flow and limited access to the RCF. Moreover, any transaction in which the company's creditors are offered a new or restructured debt, or a new package of securities, cash or assets, that amount to a diminished financial obligation relative to the original obligation could lead to such actions being potentially classified as a distressed exchange under Moody's methodology. That being said, there is currently no evidence suggesting that the company has concrete plans to do so. The rating outlook could be revised to stable if operating performance starts recovering sustainably over the next 12 to 18 months. The ratings could be upgraded if the aforementioned concerns around sustainability of capital structure and liquidity pressures are resolved. Any potential upgrade would also include an assessment of market conditions. PROWLER ACQUISITION: S&P Lowers CCR to 'CCC+', Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based specialty product distributor Prowler Acquisition Corp. to 'CCC+' from 'B-'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the senior secured first-lien term loan and revolving credit facility one notch to 'B-' from 'B'. The recovery rating on the notes remains '2', indicating expectations for substantial (70% to 90%, in the lower half of the range) recovery in the event of a payment default. S&P also lowered its senior secured issue-level ratings on the second-lien term loan to 'CCC-' from 'CCC'. The '6' recovery rating on the notes is unchanged, indicating expectations for negligible (0% to 10%) recovery in the event of a payment default. "The downgrade reflects our view that a period of continued weak hydrocarbon prices will lead to a slowdown in U.S. energy infrastructure spending, resulting in lower demand for Prowler's services and a contraction in margins," said Standard & Poor's credit analyst Geoffrey Mrema. As a result, S&P expects adjusted debt to EBITDA in the 8.5x to 9x range for 2016 and funds from operations (FFO) to debt of about 5%, versus S&P's previous expectations of debt to EBITDA of 6.25x and FFO to debt of 9.0%. S&P assess Prowler's capital structure as unsustainable in the long term and believe that the company is dependent on favorable business, financial, and economic conditions to meet its financial obligations. The stable outlook reflects S&P's expectation that Prowler will maintain adequate liquidity during this period of low commodity prices and will have lower demand and margins such that leverage remains above 8-9x range for 2016. S&P could lower the rating if liquidity deteriorates to what in its assessment is less than adequate, most likely due to covenant restrictions or if cutbacks to energy sector capital spending put further pressure on cash flows such that the company's ability to meet principal and interest payments on its obligations is jeopardized. Though unlikely in the next two years, S&P could raise the rating if commodity prices improve resulting in stronger demand for energy infrastructure and if the company maintains its above-average EBITDA margins while keeping debt to EBITDA below 5.0x. QUANTUM CORP: BlackRock Reports 5.6% Equity Stake as of Dec. 31 --------------------------------------------------------------- BlackRock, Inc., reported in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2015, it beneficially owns 14,893,457 shares of common stock of Quantum Corporation representing 5.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/WlOBMt About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum reported net income of $16.7 million on $553 million of total revenue for the year ended March 31, 2015, compared to a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014. As of Sept. 30, 2015, the Company had $305 million in total assets, $384 million in total liabilities and a $78.5 million total stockholders' deficit. QUANTUM CORP: Reports Fiscal Third Quarter 2016 Results ------------------------------------------------------- Quantum Corporation reported a net loss of $299,000 on $128.04 million of total revenue for the three months ended Dec. 31, 2015, compared to net income of $6.93 million on $142.06 million of total revenue for the same period in 2014. For the nine months ended Dec. 31, 2015, the Company reported a net loss of $22.28 million on $355.92 million of total revenue compared to net income of $3.85 million on $405.29 million of total revenue for the nine months ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $278.20 million in total assets, $355.06 million in total liabilities and a stockholders' deficit of $76.86 million. "We are pleased with our overall results and the continued scale-out revenue growth this quarter, to a new record high, especially given the overall weakness in the broad storage market environment," said Jon Gacek, president and CEO of Quantum. "In response to the market conditions, we also successfully implemented significant operational changes during the quarter that improved our profitability. For the quarter, our data protection revenue increased sequentially - with higher sales of both disk and tape automation products. In our scale-out storage solutions line, targeted at specialized workflows, we grew revenue 31 percent over the comparable quarter a year ago, even with no 'mega deals' above $1 million in the just-completed quarter. Excluding mega deals, scale-out storage revenue grew 48 percent and 49 percent, respectively, over the comparable three- and nine-month periods in the prior year. "For the fourth quarter, we will continue to focus on growing our run-rate scale-out revenue driven by expanding our media and entertainment, surveillance and technical workflow opportunities, and we will continue to work to close the mega deals in our sales funnel. In addition, similar to the third quarter, we will actively manage tape media revenue based on the pricing environment and optimize our activity for profit. We will also continue to manage our spending and our investments to achieve the right balance across our financial objectives." The company also announced that Linda Breard has resigned as senior vice president and chief financial officer of Quantum to pursue another opportunity. Chris Willis, vice president, Financial Planning and Analysis of Quantum, will serve as interim CFO while the company completes its search process for a permanent CFO. A full-text copy of the press release is available for free at: http://is.gd/Lrwx5X About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum reported net income of $16.7 million on $553 million of total revenue for the year ended March 31, 2015, compared to a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014. QUANTUM CORP: Starboard Value Reports 14.8% Stake as of Jan. 25 --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Starboard Value LP, et al., disclosed that as of Jan. 25, 2016, they beneficially own 42,279,698 shares of common stock of Quantum Corporation representing 14.8 percent of the shares outstanding. As of the close of business on Jan. 26, 2016, 8,588,646 Shares were held in the Starboard Value LP Account, including 4,459,623 Shares underlying the Notes. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 25,564,402 Shares owned by Starboard V&O Fund, (ii) 5,489,484 Shares owned by Starboard S LLC, (iii) 2,637,166 Shares owned by Starboard C LP and (iv) 8,588,646 Shares held in the Starboard Value LP Account. A copy of the regulatory filing is available for free at: http://is.gd/MLUKRT About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum reported net income of $16.7 million on $553 million of total revenue for the year ended March 31, 2015, compared to a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014. As of Sept. 30, 2015, the Company had $305 million in total assets, $384 million in total liabilities and a $78.5 million total stockholders' deficit. QUICKSILVER RESOURCES: Court Approves Bluestone as Winning Bidder ----------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware on Jan. 27 approved Tulsa-based BlueStone Natural Resources II, LLC as the buyer of the domestic oil and gas assets of Texas-based Quicksilver Resources Inc. The $245 million acquisition of Quicksilver's U.S. oil and gas assets makes this the largest purchase for BlueStone to date. Quicksilver Resources Inc., an upstream exploration and production company based in Fort Worth, Tex., petitioned for bankruptcy (Chapter 11) in March of 2015. The auction of its assets began on Jan. 20. BlueStone was announced as the highest and best bid on Jan. 21. With Wednesday's court approval, the transaction is expected to close in the coming weeks. The acquisition of Quicksilver assets is in line with BlueStone's growth strategy and geographically complements existing holdings in the Barnett Shale and South Texas. The Quicksilver assets include over 1,000 operating wells in the Barnett Shale play. "We saw the Quicksilver asset purchase as an ideal way to advance our growth strategy in Texas," said John Redmond, BlueStone II president and CEO. "These assets are a great fit for us -- high quality wells in a clearly defined resource play. We are very pleased to be the successful bidder and grateful for the support of our equity sponsor, Natural Gas Partners. I am so proud of our BlueStone team." Specializing in the purchase and development of oil and gas properties, the BlueStone franchise was formed in 2006 and has grown to become one of the most acquisition-focused companies in Texas. Concentrating on capital deployment in the Lone Star State, the BlueStone team has closed more than 100 transactions in its 10-year history. The BlueStone team is headquartered in Tulsa, Okla. Prior to the Quicksilver acquisition, BlueStone II employed more than 60 people in its Tulsa headquarters, along with numerous field offices in Texas, and owned more than 800 wells in the South Texas and Barnett Shale plays. About BlueStone Natural Resources II, LLC BlueStone Natural Resources II, LLC -- http://www.bluestone-nr.com-- represents the BlueStone team's third partnership with Natural Gas Partners (NGP). Working together for more than a dozen years, equity provider NGP provides the BlueStone team with ready and reliable capital to facilitate its continued growth through acquisition, drilling and asset trades. The BlueStone team values its business relationships and strives to be a committed, reliable partner as a participant in the upstream oil and gas space. About Natural Gas Partners Founded in 1988, Natural Gas Partners (NGP) -- http://www.naturalgaspartners.com-- is a family of private equity investment funds, with approximately $16.5 billion of cumulative equity commitments, organized to make investments in the natural resources sector. NGP is part of the investment platform of NGP Energy Capital Management, a premier investment franchise in the natural resources industry. In addition to NGP, NGP Energy Capital Management's investment platform includes NGP Global Agribusiness Partners, and NGP Energy Technology Partners. 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. RANK TRADE: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Rank Trade Services, Inc. 3555 NW 77th Avenue, Unit 103 Miami, FL 33122 Case No.: 16-11451 Chapter 11 Petition Date: January 31, 2016 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Jeffrey P. Bast, Esq. BAST AMRON LLP 1 SE 3 Ave #1400 Miami, FL 33131 Tel: (305) 379-7904 Fax: (305) 379-7905 Email: jbast@bastamron.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rafael Aznielles, president and sole shareholder. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-11451.pdf RCS CAPITAL: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- RCS Capital Corporation 16-10223 aka 405 Holding Corporation 405 Park Avenue, 12th Floor New York, NY 10022 American National Stock Transfer, LLC 16-10224 Braves Acquisition, LLC 16-10225 DirectVest, LLC 16-10226 J.P. Turner & Company Capital Management, LLC 16-10227 RCS Advisory Services, LLC 16-10228 RCS Capital Holdings, LLC 16-10229 Realty Capital Securities, LLC 16-10230 SBSI Insurance Agency of Texas, Inc. 16-10231 SK Research, LLC 16-10232 Trupoly, LLC 16-10233 WE R Crowdfunding, LLC 16-10234 Type of Business: The Company has historically been an integrated financial services principally focused on retail investors. Chapter 11 Petition Date: January 31, 2016 Court: United States Bankruptcy Court District of Delaware Debtors' DECHERT LLP General Counsel: Debtors' Ian J Bambrick Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP Counsel: 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Email: ibambrick@ycst.com Robert S. Brady, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 Email: rbrady@ycst.com Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Email: rpoppiti@ycst.com Debtors' ZOLFO COOPER MANAGEMENT, LLC Restructuring Advisor: Debtors' LAZARD FRERES & CO. LLC Investment Banker: Debtors' PRIME CLERK LLC Administrative Advisor and Claims and Noticing Agent: Total Assets: $1.97 billion Total Debts: $1.39 billion The petition was signed by David Orlofsky, chief restructuring officer. List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Savings Fund Society, Unsecured Notes $120,000,000 FSB Attn: Patrick Healy 500 Delaware Avenue Wilmington, DE 19801 VEREIT Operating Partnership, LP Unsecured Notes $15,300,000 Attn: Lauren Goldberg, Executive Vice President, General Counsel and Secretary 2325 East Camelback Road Suite 1100 Phoenix, AZ 85016 Centerview Partners LLC Service $5,099,562 31 West 52nd Street Provider 22d Floor New York, NY 10019 Proskauer Rose LLP Service $4,041,098 Attn: Accounts Receivable Provider Eleven Times Square New York, NY 10036 RSM US LLP Service $1,793,008 5155 Paysphere Circle Provider Chicago, IL 6067440051 DST Systems Inc. Service $1,742,281 333 W. 11th Street Provider Kansas City, MO 64105 McGladrey LLP Service $1,401,359 1185 Avenue of the Americas Provider New York, NY 10036 Cleary Gottlieb Steen and Hamilton Service $1,037,332 One Liberty Plaza Provider New York, NY 10006 Charles Schwab & Co. Inc. Service $995,168 MS SF-211MN-08-434 Provider 211 Main St. MS SF-211-MN-08-434 San Francisco, CA 94105 Empire Office Inc. Service $432,567 GPO Provider PO Box 27752 New York, NY 100877752 J Frank Associates LLC Service $417,285 622 Third Avenue Provider New York, NY 10017 National Financial Services LLC Service $323,819 27 Orchard Ste 200 Provider Lake Forest, CA 92630 Heidrick & Struggles Inc. Service $282,453 1133 Paysphere Cr Provider Chicago, IL 60674 DataSource Inc. Service $265,945 Dept 730023 Provider PO ox 660919 Dallas, TX 752660919 Geneos Wealth Management Inc. Service $167,000 Ste 200 Provider 9055 East Mineral Circle Centennial, CO 80112 New York Security and Tax Claim $146,894 Communications 19 School St Yonkers, NY 10701 Wintsec Technologies LLC Service $138,982 PO Box 193 Provider Abington, PA 19001 Paul Weiss Rifkind Wharton Service $138,764 1285 Avenue of the Americas Provider New York, NY 10019-6064 Resources Global Professionals Service $117,635 1000 Wilshire Blvd #500, Los Provider Angeles, CA 90017 Winston and Strawn LLP Service $115,877 101 California Street 34th Floor Provider San Francisco, CA 941115840 Duff & Phelps Service $102,650 12595 Collection Center Drive Provider Chicago, IL 60693 CSB Technology Partners LLC Service $80,284 Ste 109 Provider 1595 South Mount Joy Street Elizabethtown, PA 17022 Vintage Filings LLC Service $75,667 PO Box 30719 Provider New York, NY 100870719 SNL Financial LC Service $74,862 PO Box 414624 Provider Boston, MA 022414624 BlackLine Systems Inc. Service $64,018 Dept LA 23816 Provider Pasadena, CA 911853816 NYC Department of Finance Tax Claim $51,820 66 John Street, Room 104 New York, NY 10038 Deutsche Investment Management Service $48,867 Americas, Inc. Provider 345 Park Avenue New York, NY 10154 The Ritz-Carlton Laguna Niguel Service $46,402 1 Ritz Carlton Dr. Provider Dana Point, CA 92629 DST Technologies Inc. Service $44,997 333 W. 11th Street Provider Kansas City, MO 64105 UMB Bank NA Service $44,692 9220 Bass Lake Rd, Suite E10 Provider New Hope, MN 55428 RCS CAPITAL: Files for Chapter 11 with Support From Creditors ------------------------------------------------------------- RCS Capital Corporation, et al., sought bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware to implement a pre-arranged Chapter 11 plan. The Debtors were able to garner support for the restructuring from approximately 86% in number of holders and 92.5% in principal face dollar amount of the outstanding loans under the First Lien Credit Facility and 74.6% in number of holders and 87.6% in principal face dollar amount of the outstanding loans under the Second Lien Term Facility, Court filing indicates. The Debtors and the Prepetition Secured Lenders were also able to successfully negotiate a global settlement with Luxor Capital Group L.P., the Debtors' largest unsecured creditor, as the holder of approximately $135 million in unsecured debt. As part of this settlement, Luxor agreed to support a Chapter 11 plan that provides significant recoveries to all unsecured creditors that would otherwise have been unavailable absent a global deal. Headquartered in New York, New York, the Company has historically been an integrated financial services company principally focused on retail investors. As of the Petition Date, the Debtors have funded debt facilities in place with a face amount of approximately $873.6 million, of which approximately $709.2 million is senior secured debt and $164.4 million is unsecured debt. David Orlofsky, the Debtors' chief restructuring officer, disclosed in a declaration filed with the Court that beginning in early 2014 and through early 2015, the Company acquired 11 retail broker-dealer subsidiaries in a series of acquisitions with the intent to establish a presence in the retail advice independent broker-dealer channel and consolidate that sector. Mr. Orlofsky said that in connection with the acquisitions, the Company incurred approximately $1.1 billion in debt and preferred stock, and used in excess of $150 million of cash to finance the acquisitions. The Company's acquisition plan contemplated the achievement of certain synergies from higher strategic partner revenues, as well as cost synergies associated with back office management, technology efficiencies, renegotiation of clearing contracts, elimination of duplicative public company expense, and other factors. According to Mr. Orlofsky, during the course of 2014 and 2015, the Company experienced a delay in realizing the expected synergies. Specifically, strategic partner revenue synergies were not realized in the amounts originally anticipated due to the effect of proposed regulations and overall market conditions, which negatively affected transaction volumes. Cost synergies were not realized in the amounts and within the timeframe originally anticipated, as the Company lacked sufficient liquidity to make certain investments required to realize these synergies, he added. The bankruptcy filing stated that a number of factors and events contributed to a decline in the the Debtors' operating and financial performance, including, but not limited, to: (a) American Realty Capital Properties, Inc.'s accounting errors which adversely affected the Company's ability to raise equity capital through its wholesale division on behalf of its investment program clients and, as a result, generate wholesale revenues, (b) the termination by Apollo Management of an agreement to acquire a 60% stake in AR Global Investments, LLC, from AR Capital, LLC, an ARCP affiliate, in cash and stock valued at approximately $378 million, (c) the filing by the Massachusetts Securities Division of an administrative complaint against Debtor Realty Capital Securities alleging that it violated the Massachusetts Uniform Securities Act and regulations thereunder by fraudulently casting shareholder proxy votes in connection with the operation of its wholesale distribution business, (d) receipt by the Debtors of a notice of default from VEREIT, Inc. under the $15.3 million unsecured note, and (e) the delisting of the Company's Class A common stock by The New York Stock Exchange. "As a result of the foregoing, the Company had been operating under severe liquidity constraints prior to the Petition Date and did not have sufficient projected short-term liquidity to service its amortization and interest payment obligations under the Prepetition Secured Facilities," Mr. Orlofsky said. On Dec. 31, 2015, the Company failed to make a $14.4 million amortization payment under the First Lien Credit Facility and $5.1 million in combined interest payments under the Prepetition Secured Facilities. "Given these liquidity constraints, the Company's existing capital structure was no longer sustainable based on $60 million of first-lien amortization and approximately $60 million of cash interest payments," Mr. Orlofsky continued. As of Dec. 31, 2015, the Company entered into separate forbearance agreements with requisite numbers of its First Lien Lenders, Second Lien Lenders, and Convertible Noteholders, as well as certain affiliates of Luxor Group with respect to their respective holdings of the 2015 Promissory Notes. Pursuant to these agreements, the lenders agreed to forebear from exercising rights or remedies with respect to then-existing events of default until Jan. 29, 2016, which permitted the Company to, among other things, forgo a $14.4 million amortization payment under the First Lien Credit Facility and approximately $5.1 million in combined interest payments under the Prepetition Secured Facilities, all of which was payable on Dec. 31, 2015. Restructuring Support Agreement After extensive and arm's-length negotiations, the Debtors, certain of the Non-Debtor Subsidiaries, certain of the Prepetition Secured Lenders, and Luxor reached an agreement on the terms of a restructuring to be implemented through these Chapter 11 cases, which was formalized by the RSA. The RSA, among other things: (i) includes an injection of $150 million of incremental liquidity to (a) fund the first $50 million of a critically needed retention program for the independent financial advisors, which is crucial to mitigating attrition risk, (b) provide liquidity to ensure the regulated subsidiaries remain in compliance with regulatory net capital requirements, (c) fund the administration of, and the operations of the Company in, these Chapter 11 cases, and (d) make certain distributions under the chapter 11 plan; (ii) provides for a reduction in debt and preferred stock in excess of $500 million, including a reduction in prepetition secured debt of more than $200 million, $100 million of which will be converted into equity of reorganized RCS Capital Corporation; (iii) reduces the Debtors' cash interest obligations on an annual basis from approximately $65 million to approximately $22 million; and (iv) provides for distributions to unsecured creditors through a generously funded litigation trust. Importantly, the RSA locks in the necessary votes required under 1126(c) of the Bankruptcy Code to confirm the Debtors' proposed Plan in an accelerated proceeding, which is crucial to the survival of the Debtors. Through the Plan, the Debtors and the Prepetition Secured Parties have agreed to establish a creditor trust and contribute certain assets to that trust for the benefit of all holders of allowed unsecured claims. That trust will be funded with (i) $12 million in cash for both distributions to creditors and the funding of trust expenses, (ii) new 5-year warrants to purchase up to 10% of the new common stock issued by Reorganized RCS, and (iii) certain estate claims and causes of action held by the Debtors, the Non-Debtor Subsidiaries, and the RIAs, including certain avoidance actions, the proceeds of which will be shared pro rata among holders of unsecured claims. To further improve general unsecured creditor recoveries, the Second Lien Lenders have also agreed to cap any deficiency claim under the Second Lien Facility at $105 million, and have waived any right to recover on account of that deficiency claim any portion of (x) the $12 million in cash, (y) the New Warrants, and (z) the first $30 million in proceeds received from the creditor trust on account of the prosecution of estate claims or causes of action. The Debtors believe that, without this settlement, unsecured creditors are unlikely to receive any distributions in these Chapter 11 cases. First Day Motions To minimize the effects of filing for bankruptcy protection on the Debtors' business operations and employees, the Debtors have requested various types of "first day" relief. The Debtors are seeking, among other things, to pay taxes, pay insurance premiums, use existing cash management system, pay employee compensation, and use cash collateral. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/17_RCSCAPITAL_Declaration.pdf About RCS Capital RCS Capital Corporation and 11 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to 16-10234) on Jan. 31, 2016. The petitions were signed by David Orlofsky as chief restructuring officer. The Debtors disclosed total assets of $1.97 billion and total debts of $1.39 billion. The Debtors have engaged Dechert LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper Management, LLC as restructuring advisor, Lazard Freres & Co. LLC as investment banker and Prime Clerk LLC as administrative advisor and claims and noticing agent. RCS CAPITAL: Files Prearranged Chapter 11 Plan of Reorganization ---------------------------------------------------------------- RCS Capital Corporation on Feb. 1 announced that, as part of its previously announced strategic initiatives to transform to a Cetera-only independent retail business, the Company has filed a prearranged plan of reorganization under Chapter 11 with the United States Bankruptcy Court for the District of Delaware. In addition to the previously-announced agreement, the prearranged plan reflects an agreement reached among the Company and 92.5% in principal amount of the First Lien and 87.6% in principal amount of Second Lien lenders, as well as holders of a majority of the Company's outstanding unsecured debt, on the terms of a restructuring that maximizes values available for all creditor constituencies. The purpose of the Chapter 11 filing is to improve RCS Capital's balance sheet and capital structure by significantly reducing its funded debt, eliminating existing equity and unsecured liabilities and disposing of certain non-core assets. Pursuant to the Chapter 11 plan, a creditor trust will be established for the benefit of unsecured creditors, which will be funded with a combination of cash, warrants to purchase equity in the reorganized company, and certain claims and causes of action held by the Company and its subsidiaries. In addition, unsecured debt and preferred stock aggregating in excess of $1.19 billion will be discharged and all of the existing common stock will be eliminated. Substantially all of the equity of the Company following the restructuring will be owned by the current First-Lien and Second-lien lenders. The new capital structure will significantly reduce the Company's future cash costs for principal and interest payments. The Company-wide restructuring will be effected in two waves of filings. These filings have been agreed to by 92.5% in principal amount of the First Lien and 87.6% in principal amount of the Second Lien lenders, which in aggregate represented $709 million, as well as holders of a majority of unsecured claims. The first wave includes RCS Capital and certain of its subsidiaries under a "pre-arranged" plan. This first wave filing: -- Includes a "pre-arranged" Chapter 11 bankruptcy plan -- Includes Debtor-in-Possession ("DIP") financing of $100 million -- Is expected to be completed in May 2016 -- Excludes Cetera Member Broker-Dealer companies and Registered Investment Advisors which will NOT be included in either wave of the bankruptcy filings Within approximately 60 days after the initial filing, the Company anticipates commencing a streamlined "pre-packaged" bankruptcy filing (the second wave filing) for the holding companies for its broker-dealers, as well as certain other guarantors of the First and Second Lien debt. During this second wave filing: -- The broker dealer holding companies who serve as guarantors of the RCS Capital debt will utilize a "pre-packaged" filing in order to extinguish their guaranty associated with the First and Second lien debt -- Only these guaranty claims will be impaired; all other liabilities will be unaffected and "ride through" the proceeding -- Cetera payroll and benefits, vendor payables and all other liabilities at these entities, including the deferred compensation plans, will continue as is and will not be impaired or modified -- Excludes Cetera Member Broker-Dealer companies and Registered Investment Advisors which will NOT be included in either wave of the bankruptcy filings The Company noted that upon completion of the restructuring process, which is expected in May 2016, Cetera Financial Group will operate as a wholly-owned, privately-held company of RCS Capital. As previously announced, as an integral part of the balance sheet restructuring, a group of its existing lenders have fully committed to invest $150 million in new working capital into Cetera Financial Group which the Company and the Cetera senior leadership team intend to deploy to make continued significant investments in technology, advisor growth and service enhancements in what is already an industry-leading platform for the financial institutions and financial advisors Cetera supports. The agreement includes a retention program for eligible Cetera Financial Group-affiliated advisors in the new post-bankruptcy company. The secured lenders have also agreed that the reorganization will not affect the current deferred compensation arrangements. The restructuring and new investment is subject to regulatory, court and other approvals, and obtaining a formal vote by the requisite first- and second lien- lenders, and is expected to be completed in May 2016. Brad Scher, RCS Capital's chief executive officer and chairman of the executive committee the board of directors, said, "Over the past six months, the Company has taken a number of steps to streamline the business, including rationalizing its capital structure, disposing of certain noncore assets and increasing financial flexibility. Taken together, these actions position the Company for long-term growth. We expect the Chapter 11 process, as agreed to by our existing senior secured lenders and majority of our unsecured creditors, will provide Cetera Financial Group with a significant infusion of capital that will help stabilize our financial foundation and provide a robust basis from which we can continue executing our retail advice focused strategy." R. Lawrence "Larry" Roth, chief executive officer of Cetera Financial Group, commented, "The restructuring of the Company's balance sheet is one of the last remaining, yet critical steps in the overall repositioning of the Company. We believe the initiatives announced today will enable Cetera Financial Group to maximize its opportunities to achieve long-term growth and success. I'd like to reiterate to our advisors and institutions that the restructuring of RCS Capital will not impact the existing deferred compensation plans or other related compensation plans at Cetera, which will remain in effect in their current form." Mr. Roth concluded, "The actions we have taken over the past several months, while difficult, are aligned with our goal to transform Cetera into the retail advisory platform of the future. The underlying value proposition of Cetera remains intact, as does the reason why advisors have joined, and stayed on, our platform. As evidenced by Cetera's strong retention rates, the level of institutional knowledge and management stability demonstrated by our financial advisors over the years clearly stands out in our industry. Cetera offers unrivaled practice management support tools for advisors seeking to grow their businesses. From technology to training and continuing education, the advisors on the Cetera platform benefit from our industry leading offerings and are the driving force behind our success, and we will continue to invest in our platform to provide them with the resources they need to support their clients." About RCS Capital New York-based RCS Capital Corporation -- http://www.rcscapital.com -- is a full-service investment firm focused on the individual retail investor. With operating subsidiaries primarily focused on retail advice and until the completion of recently announced pending sales and divestiture of its wholesale distribution and investment banking, the company's business aims to capitalize, grow and maximize value for the investment programs its distributes and the independent advisors and clients it serves. REALOGY HOLDINGS: Appoints Duncan Niederauer as Director -------------------------------------------------------- Duncan Niederauer was appointed to the Board of Directors of Realogy Holdings Corp. and the Board of Managers of Realogy Holdings' indirect wholly owned subsidiary, Realogy Group LLC. The Realogy Holdings Board has not yet determined the committees of the Board on which Mr. Niederauer will serve. Mr. Niederauer has been determined by the Board to be an independent director for purposes of the listing standards of The New York Stock Exchange. With Mr. Niederauer's appointment, the Realogy Holdings Board now consists of 10 directors, eight of whom are independent directors. Mr. Niederauer, age 56, served as chief executive officer of NYSE Euronext from December 2007 until the NYSE's merger with Intercontinental Exchange in November 2013, and thereafter continued to serve as chief executive officer of the NYSE until his retirement in August 2014. Mr. Niederauer previously worked at Goldman Sachs for 22 years, where he was a partner and co-Head of the Equities Division Execution Services and Head of Electronic Trading and e-Commerce Strategy. Mr. Niederauer will receive compensation for his service as a Realogy Holdings director in accordance with the Realogy Holdings' director compensation guidelines set forth in the Company's annual proxy statement. About Realogy Holdings Corp. Realogy Holdings Corp. (NYSE: RLGY) is a global leader in residential real estate franchising with company-owned real estate brokerage operations doing business under its franchise systems as well as relocation and title services. Realogy's brands and business units include Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran Group(R), ERA(R), Sotheby's International Realty(R), NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise system members operate approximately 13,500 offices with 251,000 independent sales associates doing business in 104 countries around the world. Realogy is headquartered in Madison, N.J. Realogy Holdings reported net income attributable to the Company of $143 million on $5.32 billion of net revenues for the year ended Dec. 31, 2014, compared to net income attributable to the Company of $438 million on $5.28 billion of net revenues during the prior year. As of Sept. 30, 2015, the Company had $8.02 billion in total assets, $5.63 billion in total liabilities and $2.39 billion in total equity. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. SAMSON RESOURCES: Seeks Authority to Pay Executive Bonuses ---------------------------------------------------------- Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that bankrupt oil and gas company Samson Resources Corp. is requesting permission to pay bonuses to its reshuffled executive team, including $1.25 million in 2016 to its new interim chief executive. According to the report, Samson said in documents filed with the U.S. Bankruptcy Court in Wilmington, Del., that the request to pay bonuses in 2016 comes at a "critical juncture" for the company, in the wake of the resignation of its previous interim chief executive, Richard Fraley, as of Feb. 15. He is the second CEO to step down recently; former CEO Randy Limbacher resigned in December. About Samson Resources Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook signed the petition as executive vice president and chief financial officer. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. Garden City Group, LLC serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. SANDPOINT CATTLE: Craig's Bid to Junk Malpractice Suit Denied ------------------------------------------------------------- Judge Shon Hastings of the United States Bankruptcy Court for the District of Nebraska denied the Motion for Summary Judgment filed by Robert Craig and his firm, Robert F. Craig P.C. d/b/a Craig/Bednar Law P.C.. On October 6, 2014, Sandpoint Cattle Company, LLC, brought a legal malpractice suit against Craig and his firm, alleging that the defendants breached the standard of care in their representation of its bankruptcy case by advising Sandpoint to abandon a large portion of its cattle to its secured creditor. On August 31, 2015, Craig and his firm filed a Motion for Summary Judgment, arguing that Sandpoint should be judicially estopped from offering evidence that contradicts what it had previously presented in its bankruptcy case. The defendants contended that Sandpoint's new position that it could have sustained the cattle is clearly inconsistent with its position offered in support of abandonment. Judge Hastings found that John Widdowson's testimony that was previously presented by Sandpoint may be interpreted to refer only to whether the cattle could be sustained on the ranch -- not that Sandpoint could not have maintained the cattle at all. Thus, the judge concluded that Widdowson's prior testimony is not clearly inconsistent with the proposed testimony. The case is Sandpoint Cattle Company, LLC, Plaintiff, v. Robert Craig, Robert F. Craig P.C. d/b/a/ Craig/Bednar Law P.C., and Anna M. Bednar, Defendants, Adversary No. 14-04052-SH (Bankr. D. Neb.). The bankruptcy case is In Re: Sandpoint Cattle Company, LLC, Chapter 11, Debtor, Bankruptcy No. 13-40219-SH (Bankr. D. Neb.). A full-text copy of Judge Hastings' January 5, 2016 memorandum and order is available at http://is.gd/IMfdyrfrom Leagle.com. Sandpoint Cattle Company, LLC is represented by: James D. Sherrets, Esq. Diana J. Vogt, Esq. SHERRETS, BRUNO & VOGT LLC 260 Regency Parkway Drive, Suite 200 Omaha, NE 68114 Tel: (800)465-1249 Robert Craig is represented by: William M. Lamson, Jr., Esq. Cathy S. Trent-Vilim, Esq. LAMSON, DUGAN & MURRAY, LLP 10306 Regency Pkwy Dr Omaha, NE 68114 Tel: (402)397-7300 Fax: (402)397-7824 Email: wlamson@ldmlaw.com ctrent-vilim@ldmlaw.com About Sandpoint Cattle Sandpoint Cattle Company, LLC operates a commercial cattle business in Nebraska. It has a cow-calf herd and raises and sells bulls. Sandpoint Cattle filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-40219) on February 6, 2013. The Debtor estimated it had assets and liabilities of $1,000,001 to $10,000,000 at the time of the filing. Robert F. Craig, Esq., of Craig/Bednar Law serves as its counsel. SCIENTIFIC GAMES: BlackRock Holds 5.5% Stake as of Dec. 31 ---------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 4,710,745 shares of common stock of Scientific Games Corp. representing 5.5 percent of the shares oustanding. A copy of the regulatory filing is available for free at: http://is.gd/IXhkfH About Scientific Games Scientific Games Corporation is a developer of technology-based products and services and associated content for worldwide gaming and lottery markets. The Company's portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services. Visit http://www.scientificgames.com/ Scientific Games reported a net loss of $234 million in 2014, a net loss of $30.2 million in 2013 and a net loss of $62.6 million for 2012. As of Sept. 30, 2015, the Company had $8.61 billion in total assets, $9.59 billion in total liabilities and a $981 million total stockholders' deficit. * * * The TCR reported on May 21, 2014, that Moody's Investors Service downgraded Scientific Games Corporation's ("SGC") Corporate Family Rating to 'B1'. The downgrade reflects Moody's view that slower than expected growth in SGC's Gaming and Instant Products segments will cause Moody's adjusted leverage to exceed 6.0 times by the end of 2014. As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'B+' from 'BB-' on Scientific Games Corp. "The downgrade and CreditWatch placement follow Scientific Games' announcement that it has agreed to acquire Bally Technologies for $5.1 billion, including the refinancing of about $1.8 billion in net debt at Bally," said Standard & Poor's credit analyst Ariel Silverberg. SEQUENOM INC: BlackRock Reports 7.2% Stake as of Dec. 31 -------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. reported that as of Dec. 31, 2015, it beneficially owns 8,481,987 shares of common stock of Sequenom, Inc. representing 7.2 percent of the shares outstanding. A copy of the regulatory filing is avaialable at http://is.gd/BDHQTP 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. SFX ENTERTAINMENT: Case Summary & 40 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- SFX Entertainment, Inc. 16-10238 fka SFX-VMX Operating LLC fka SFX Holding Corporation fka SFX-Huka Operating LLC fka SFX-320 Lincoln Operating LLC fka SFX-Mokai Operating LLC fka SFX-Opium Group Operating LLC fka SFX Intermediate Holdco I LLC fka SFX-VMX Holding LLC fka SFX-Star Island Operating LLC fka SFX-Cameo Operating LLC 902 Broadway, 15th Floor New York, NY 10010 430R Acquisition LLC 16-10239 Beatport, LLC 16-10240 Core Productions LLC 16-10241 EZ Festivals LLC 16-10242 Flavorus, Inc. 16-10243 ID&T/SFX Mysteryland LLC 16-10244 ID&T/SFX North America LLC 16-10245 ID&T/SFX Q-Dance LLC 16-10246 ID&T/SFX Sensation LLC 16-10247 ID&T/SFX TomorrowWorld LLC 16-10248 LETMA Acquisition, LLC 16-10249 Made Event, LLC 16-10250 Michigan JJ Holdings LLC 16-10251 SFX Acquisition LLC 16-10252 SFX Brazil LLC 16-10253 SFX Canada Inc. 16-10254 SFX Development LLC 16-10255 SFX EDM Holdings Corporation 16-10256 SFX Entertainment International II, Inc. 16-10257 SFX Entertainment International, Inc. 16-10258 SFX Intermediate Holdco II LLC 16-10259 SFX Managing Member Inc. 16-10260 SFX Marketing LLC 16-10261 SFX Platform & Sponsorship LLC 16-10262 SFX Technology Services, Inc. 16-10263 SFX/AB Live Event Canada, Inc. 16-10264 SFX/AB Live Event Intermediate Holdco LLC 16-10265 SFX/AB Live Event LLC 16-10266 SFX-94 LLC 16-10267 SFX-Disco Intermediate Holdco LLC 16-10268 SFX-Disco Operating LLC 16-10269 SFXE IP LLC 16-10270 SFX-EMC, Inc. 16-10271 SFX-Hudson LLC 16-10272 SFX-IDT N.A. Holding II LLC 16-10273 SFX-LIC Operating LLC 16-10274 SFX-IDT N.A. Holding LLC 16-10275 SFX-Nightlife Operating LLC 16-10276 SFX-Perryscope LLC 16-10277 SFX-React Operating LLC 16-10278 Spring Awakening, LLC 16-10279 SFXE Netherlands Holdings Cooperatief U.A.16-10280 SFXE Netherlands Holdings B.V. 16-10281 Type of Business: Global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals. Chapter 11 Petition Date: February 1, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' Counsel: Dennis A. Meloro, Esq. GREENBERG TRAURIG, LLP The Nemours Building 1007 North Orange Street Suite 1200 Wilmington, DE 19801 Tel: 302-661-7000 Fax: 302-661-7360 Email: melorod@gtlaw.com - and - Nancy A. Mitchell, Esq. Maria J. DiConza, Esq. Nathan A. Haynes, Esq. GREENBERG TRAURIG, LLP 200 Park Avenue New York, NY 10166 Tel: (212) 801-9200 Fax: (212) 801-6400 Email: mitchelln@gtlaw.com diconzam@gtlaw.com haynesn@gtlaw.com Debtors' KURTZMAN CARSON CONSULTANTS LLC Claims and Noticing Agent: Total Assets: $661.6 million Total Debts: $490.2 million The petition was signed by Michael Katzenstein, chief restructuring officer. List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mountain B.V. Deferred Purchase $11,682,500 Jeroen H.J. Preller Price Payment NautaDutilh N.V. P.O. Box 1110 Rotterdam, 3000 BC The Netherlands Lewis Holding B.V. Deferred Purchase $11,682,500 Jeroen H.J. Preller Price Payment NautaDutilh N.V. P.O. Box 1110 Rotterdam, 3000 BC The Netherlands Paolo Moreno; Gabriel Moreno; Settlement $7,000,000 Lawrence Vavra; John C. Hueston Hueston Hennigan LLP 523 West 6th Street Suite 400 Los Angeles, CA 90014 React Presents, Inc.; Clubtix, Inc; Deferred $5,829,000 Lucas King; Jeffrey Callahan Purchase Harlan D. Khan, Esq. Price Bronson & Khan LLC Payment 150 North Wacker Drive Suite 1400 Chicago, IL 60606 Mike Bindra Deferred $5,000,000 Mitchell Lampert, Esq. Purchase Robinson & Cole LLP Price 1055 Washington Blvd Payment Stamford, CT 06901 Laura DePalma Deferred $5,000,000 Mitchell Lampert, Esq. Purchase Robinson & Cole LLP Price 1055 Washington Blvd Payment Stamford, CT 06901 Beggars Canyon Investments Pty Deferred $4,320,000 Ltd In Purchase as trustee of the Skywalker Price Family Trust Payment David Vodicka, Esq. Media Arts Lawyers Pty Ltd. 633 Queensberry St. North Melbourne, VIC 3051 Australia Nightlife Holdings, LLC Deferred $3,000,000 Mitchell C. Littman, Esq. Purchase Littman Krooks LLP Price 655 Third Avenue Payment 20th Fl New York, NY 10017 Winston Farm Limited Partnership Contract $2,750,000 Philip H. Gitlen, Esq. Litigation Whiteman Osterman & Hanna LLP One Commerce Plaza Albany, NY 12260 Hoeksema Holdings B.V. Deferred $2,511,465 Mr. R.T. Hoeksema Purchase Daniel Stalperstraat 46 hs Price Amsterdam, 1075 XH Payment The Netherlands Deyson Pty Ltd Deferred $1,800,036 in its capacity as Trustee Purchase of the Deyson Trust Price David Vodicka, Esq. Payment Media Arts Lawyers Pty Ltd. 633 Queensberry St. North Melbourne, VIC 3051 Australia Peter John Raftopoulos Deferred $1,800,036 in his capacity as Trustee Purchase of the Raff Family Trust Price David Vodicka, Esq. Payment Media Arts Lawyers Pty Ltd. 633 Queensberry St. North Melbourne, VIC 3051 Australia Artists Alliance Australasia Deferred $1,800,036 Pty Ltd. Purchase as trustee of The F Cotela Price Family Trust Payment David Vodicka, Esq. Media Arts Lawyers Pty Ltd. 633 Queensberry St. North Melbourne, VIC 3051 Australia Paul Hastings LLP Legal Services $1,758,105 William Sullivan, Esq. 515 South Flower Street Twenty-Fifth Floor Los Angeles, CA 90071-2228 Wesselink Holdings B.V. Deferred $1,635,248 Daniel Stalperstraat 46hs Purchase Amsterdam, 1075 XH Price The Netherlands Payment BDO Accounting $1,156,295 Thomas McLoughlin Services 100 Park Avenue New York, NY 10017 Sellmark International Pty Ltd. Deferred $1,080,000 in its capacity as trustee Purchase of the Robot Samba Trust Price David Vodicka, Esq. Payment Media Arts Lawyers, Ptd. Ltd. 633 Queensberry St. North Melbourne, VIC 3051 Australia VistaJet US, Inc. Trade Creditor $1,013,974 112 Charles A. Lindberg Dr. Teterboro, NJ 07608 Jan Willem van der Meer Deferred $792,173 Daniel Stalperstraat 46 hs Purchase Amsterdam, 1075 XH Price The Netherlands Payment ID&T BVBA Trade Creditor $641,440 Leuvenstraat 3 Antwerpen, 2000 Belgium A2 Live Contract $540,138 652 Changshou Rd, Building 10 Suite 107 200060 PRC China Berco Beute Deferred $528,113 Daniel Stalperstraat 46 hs Purchase Amsterdam, 1075 XH Price The Netherlands Payment Steptoe & Johnson LLP Legal Services $480,292 Michael Rennock, Esq. 1114 Avenue of the Americas New York, NY 10036 American Express Credit Card $450,000 Jodi Hughes P.O. Box 1270 Account #3-81007 Newark, NJ 07101-1270 Epic Tents Trade Creditor $442,648 1069 Canton Road Marietta, GA 30066 Joe Rascoff Severance $360,000 Joseph Rascoff 1904 Via Casa Alta La Jolla, CA 92037 NetSuite Trade Creditor $347,591 2955 Campus Drive Suite 100 San Mateo, CA 94403 PRS For Music (formerly MCPS) Publishing $327,681 2 Pancras Square Rights London, N1C 4AG United Kingdom Postlight LLC Trade Creditor $315,000 Rich Ziade 902 Broadway 8th Floor New York, NY 10010 Facebook, Inc. Trade Creditor $313,904 David M. Serepca McMahon Serepca LLP San Carlos Business park 985 Industrial Road, Suite 201 San Carlos, CA 94070 GAIA Trade Creditor $309,645 1502 Coronet Drive Dalton, GA 30720 Front Gate Ticketing Trade Creditor $301,385 Solutions LLC 1711 S Congress Austin, TX 78704 Mabey, Inc. Trade Creditor $290,329 6770 Dorsey Road Elkridge, MD 21075 Sunbelt Rentals, Inc. (TW) Trade Creditor $282,358 2311 S Blue Island Ave Chicago, IL 60608-4227 Nachtlab Trade Creditor $276,648 Isolatorweg 36 1014 Netherlands Prisa Mexico Trade Creditor $273,577 Avda. de los Atersanos 6 28760 Tres Cantos Madrid, Spain Crowd RX Trade Creditor $269,603 501 Baily Road Yeadon, PA 19050 Galmiche Entertainment Trade Creditor $257,573 429 Waiakamilo Road Suite 209 Waipahu, HI 96797 Enterprise Rent a Car Trade Creditor $250,645 2625 Market Place Harrisburg, PA 17110 Paxahau Trade Creditor $222,436 326 Hilton Road Ferndale, MI 48220 SL GREEN: S&P Raises Corp. Credit Rating From 'BB+' --------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on SL Green Realty Corp. to 'BBB-' from 'BB+'. The outlook is stable. At the same time, S&P affirmed its 'BBB-' unsecured issue-level ratings and withdrew the '2' recovery rating. The upgrade reflects S&P's expectation that SL Green will use proceeds from asset sales to repay debt and continue to benefit from modest demand and disciplined supply growth in the Manhattan office market," said credit analyst Anita Ogbara. "Over the next two years, we expect debt to EBITDA to decline into the 8.5x to 9.0x area and fixed-charge coverage (FCC) will remain in the 2.0x to 2.5x range. We do not anticipate any significant shifts in financial policy and believe the company will manage future acquisitions and development with a combination of debt and equity." The stable outlook reflects S&P's expectation that SL Green will continue to use asset sale proceeds to reduce debt. In S&P's view, the company's competitively positioned, high quality N.Y. office portfolio is supported by strong occupancy levels, good quality tenants, and still favorable supply/demand dynamics, which will support improving financial leverage and FCC over the next 12 to 18 months. The stable outlook incorporates S&P's expectation that SL Green will continue to grow its unencumbered asset base. S&P would lower ratings if operating performance deteriorates perhaps because of considerable weakness among tenants in the financial and legal sectors or if leverage does not improve with debt to EBITDA remaining above 9.5x or FCC declining to 2.1x on a sustained basis. S&P could also lower ratings if the company were to further encumber its portfolio with additional debt from acquisitions. Although less likely, S&P could raise the rating if the company significantly reduces debt, and continues to outperform similarly sized peers as evidenced by occupancy and rental rate growth resulting in fixed-charge coverage measures in the high 2x area and debt to EBITDA of less than 7.5x on a sustained basis. SOUNDVIEW ELITE: Trustee Wins Partial Judgment in Suit v. Composite ------------------------------------------------------------------- Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York granted in favor of Corinne Ball, as Chapter 11 trustee for Soundview Elite Ltd. and its affiliates, a partial summary judgment and an injunction freezing Soundview Composite Ltd.'s assets. Ball, on behalf of Elite, initiated an adversary proceeding to recover the net asset value of Elite's investment -- which effectively is everything Composite would have after the payment of Composite's creditor liabilities, since Elite is the only shareholder with an economic interest in Composite -- after Elite made a redemption request that Composite repeatedly acknowledged but now refuses to honor. Ball also sought a preliminary injunction freezing Composite's assets to avoid their dissipation, and moved for summary judgment. Alphonse Fletcher, on behalf of Composite, contended that almost all of the evidence supporting the redemption request is inadmissible, and that what is admissible is "ambiguous"; that he can find no record of the redemption request; and that he wasn't sure whether, assuming any redemption request was made, the request complied with necessary formalities. Fletcher also contended that Composite has the right, under "gating" provisions in the investment documents, to "gate" Elite's redemption request. Judge Gerber found Fletcher's position inexplicable and offensive to the court, and that Fletcher's responses failed to create issues of fact. Judge Gerber, however, stated that while the trustee has satisfactorily shown everything else, the court does not yet have enough information to fix the exact amount due from Composite to Elite. The adversary proceeding is CORINNE BALL, as Chapter 11 Trustee of SOUNDVIEW ELITE LTD., Plaintiff, v. SOUNDVIEW COMPOSITE LTD., Defendant, Adv. Proc. No. 14-01923 (REG) (Bankr. S.D.N.Y.). The case is In re SOUNDVIEW ELITE LTD., et al., Chapter 11, Debtors, Case No. 13-13098 (REG) (Jointly Administered)(Bankr. S.D.N.Y.). A full-text copy of Judge Gerber's January 4, 2016 decision is available at http://is.gd/fituVwfrom Leagle.com. Corinne Ball, as Chapter 11 Trustee of Soundview Elite Ltd., is represented by: William J. Hine, Esq. Veerle Roovers, Esq. JONES DAY 222 East 41st Street New York, NY 10017-6702 Tel: (212)326-3939 Fax: (212)755-7306 Email: wjhine@jonesday.com vroovers@jonesday.com Soundview Composite, Ltd. is represented by: Robert Knuts, Esq. SHER TREMONTE LLP 80 Broad Street, Suite 1301 New York, NY 10004 Tel: (212)202-2600 Fax: (212)202-4156 Email: rknuts@shertremonte.com About SoundView Elite Ltd. Six mutual funds originally created by Citco Group of Cos., including Soundview Elite Ltd., filed petitions for Chapter 11 protection on Sept. 24, 2013, in Manhattan to avoid undergoing bankruptcy liquidation in the Cayman Islands, where they are incorporated. The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098) Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd. (Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium Designated (Case No. 13-13103); and Star Designated (Case No. 13-13104). The petitions were signed by Floyd Saunders as corporate secretary. By order dated Oct. 16, 2013, the Court directed that the Debtors' bankruptcy cases be procedurally consolidated and jointly administered. SoundView Elite Ltd. and two similarly named funds were the target of a winding-up petitions in the Cayman Islands filed in August by Citco, which had sold its interest in the funds' manager years before. An investor, who was removed from the funds' board in June, filed a different winding-up petition in August, aimed at three funds created later to hold illiquid assets. The Debtor disclosed $20,703,641 in assets and $16,402,671 in liabilities as of the Chapter 11 filing. The funds said in a court filing their total cash assets of about $20 million are held in the U.S., where the funds are managed. Court papers list the funds' total assets as $52.8 million, against debt totaling $28 million. Judge Robert E. Gerber presides over the U.S. cases. Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg & Newman, PC, serve as the Debtors' counsel. CohnReznick LLP serves as financial advisor. Peter Anderson and Matthew Wright, as Joint Official Liquidators of the Debtors, are represented in the U.S. proceedings by John A. Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold, Esq., at Morrison & Foerster LLP. The U.S. Trustee solicited for the formation of an official committee of unsecured creditors, but to date one has not been formed. In April 2014, District Judge J. Paul Oetken affirmed the Bankruptcy Court order appointing a Chapter 11 trustee for SoundView Elite Ltd. and its affiliated debtors, and tossed pro se appeals filed by Alphonse Fletcher, Jr. and George E. Ladner, the sole directors of the mutual funds. SPANISH BROADCASTING: BlackRock Holds 5.2% of Class A Shares ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 216,930 shares of Class A common stock of Spanish Broadcasting, Inc., representing 5.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/tjcxsQ About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. Spanish Broadcasting reported a net loss of $20.0 million on $146 million of net revenue for the year ended Dec. 31, 2014, compared with a net loss of $88.6 million on $154 million of net revenue in 2013. As of Sept. 30, 2015, the Company had $457 million in total assets, $551 million in total liabilities and a total stockholders' deficit of $94 million. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. The rating outlook is stable. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. STAR AMBULANCE: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Star Ambulance Service, LLC fka Star EMS PO Box 1250 Elsa, TX 78543 Case No.: 16-70051 Nature of Business: Health Care Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: Marcos Demetrio Oliva, Esq. MARCOS D. OLIVA, PC 223 W. Nolana McAllen, TX 78504 Tel: 956-683-7800 Fax: 866-868-4224 Email: marcos@olivalawfirm.com Total Assets: $800,000 Total Liabilities: $1.55 million The petition was signed by Silvia Martinez, member. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb16-70051.pdf SYNIVERSE HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Tampa-based Syniverse Holdings Inc. The outlook is stable. At the same time, S&P affirmed the 'B+' issue-level rating on the company's senior secured debt. The recovery rating remains '2', indicating S&P's expectation for substantial (70%-90%; at the lower end of the range) recovery in the event of a payment default. S&P also affirmed the 'CCC+' issue-level rating on Syniverse's 9.125% senior notes due 2019. The recovery rating on this debt remains '6', which indicates S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. "The rating reflects our expectation that adjusted debt to EBITDA will remain elevated, in the mid-7x area over the next year," said Standard & Poor's credit analyst Eric Nietsch. The business continues to face revenues declining in the mid-single-digit range year over year due to volume declines from code division multiple access (CDMA) roaming transactions, and the legacy messaging businesses, currency challenges, and pricing pressure from competition in the global system for mobile communications (GSM) clearing and settlement business. Additionally, the loss of a $20 million contract with a mobile virtual network operator (MVNO) will hamper operating performance over the next year. However, Syniverse has a degree of revenue visibility through the recurring and contractual nature of the business, and S&P believes the company will continue to generate solid FOCF. The outlook is stable and reflects S&P's expectation that adjusted leverage will remain elevated over the next year because of pricing pressure and volume declines in the CDMA and messaging businesses, although longer-term trends should be favorable because of strong growth in mobile data traffic. Moreover, despite S&P's expectation for continued revenue and EBITDA declines in the near term, we believe the company will still generate healthy amounts of FOCF. S&P could lower the ratings if it do not believe that Syniverse has a credible plan to address sizeable debt maturities in 2018 and is on a path to revenue growth in 2017. Additionally, S&P could lower the ratings if the operating performance is materially weaker than S&P expects because of volume declines, pricing pressure or both such that FOCF generation and liquidity deteriorate. Although unlikely in the near term, S&P could raise the ratings if the company is able to grow revenue on a sustainable basis and margins improve to the mid- to high-30% area, resulting in leverage declining to the low-5x area on a sustained basis. This would have to be accompanied by an extended debt maturity schedule. TENET HEALTHCARE: BlackRock Reports 8.8% Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 8,774,888 shares of common stock of Tenet Healthcare Corp. representing 8.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/tpTKil About Tenet Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a national, diversified healthcare services company with 110,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, 214 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value based care and patient communications. Tenet Healthcare reported net income attributable to the Company's shareholders of $12 million for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $134 million during the prior year. As of Sept. 30, 2015, the Company had $23.2 billion in total assets, $20.5 billion in total liabilities, $1.68 billion in redeemable noncontrolling interests in equity of consolidated subsidiaries and $1.01 billion in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit rating from Standard & Poor's Ratings Services and 'B1' Corporate Family Rating from Moody's Investors Service. TLH INVESTMENTS: Court Denies Sale, Converts Case to Ch. 7 ---------------------------------------------------------- Judge Frank W. Volk of the United States Bank Court for the Southern District of West Virginia, Charleston, denied TLH Investments, LLC's motion to sell real property, and instead granted the United State's Trustee's motions to convert the bankruptcy cases of TLH and Timothy Lee Hopkins to Chapter 7 proceedings. On October 29, 2015, TLH moved for approval to sell to Happy Coe Investments LLC a parcel consisting of approximately 1.06 acres located at Cobb Landing on Elk River Road in Kanawha County. The proposed sale price was $450,000. MarkWest Energy Partners, L.P., objected to the proposed sale and sought to purchase the one acre parcel as well as an adjacent undeveloped five-plus acres for $565,000, plus payment of the sewage bill. Judge Volk held that, although it may or may not be that MarkWest's proposal is ultimately superior to that presented by Happy Coe, the reasonable prospect that it may be or that it might spark even better offers warrants disapproval of the sale by TLH to Happy Coe. The judge concluded that value maximization would be best served by disapproving the proposed sale and permitting the process to proceed under Chapter 7, as proposed by the United States Trustee. The case is IN RE: TLH INVESTMENTS, LLC, d/b/a Clendenin Laundromat d/b/a Gold Key Realty, Chapter 11, Debtor in Possession. IN RE: TIMOTHY LEE HOPKINS, Debtor in Possession, Case Nos. 14-20442, 14-20441 (Bankr. S.D.W.Va.). A full-text copy of Judge Volk's January 4, 2016 memorandum opinion and order is available at http://is.gd/siPdMBfrom Leagle.com. Timothy Lee Hopkins is represented by: Scott A. Adkins, Esq. WORKFORCE WV LEGAL SECTION 1321 Plaza East Shopping Ctr. Charleston, WV Tel: (304)558-0291 Fax: (304)558-1979 -- and -- Andrew S. Nason, Esq. William W. Pepper, Esq. PEPPER & NASON 8 Hale Street Charleston, WV 25301 Tel: (304)346-0361 Fax: (304)346-1054 United States Trustee is represented by: David L. Bissett, Esq. U.S. TRUSTEES OFFICE 300 Virginia Street East Room 2025 (2nd Floor) Charleston, WV 25301 Tel: (304)347-3400 Fax: (304)347-3402 TROPICANA ENTERTAINMENT: Court Clarifies 75/25 Allocation Decision ------------------------------------------------------------------ Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware issued a memorandum and order clarifying the 75/25 split of professional fees in his previous allocation decision. On December 30, 2014, Judge Carey issued a Memorandum Regarding Fee Allocation Dispute and an Order Regarding Fee Allocation Dispute, in which the judge determined that the professional fees incurred through June 30, 2009, should be allocated 75% to the OpCo Debtors and 25% to the Liquidating LandCo Debtors and Tropicana Las Vegas, Inc. The parties, however, disagreed over the scope of the Allocation Decision. Judge Carey clarified that the 75/25 split of professional fees in the Allocation Decision is limited to the issues arising in connection with the Professional Fee Escrow Account contained in the LandCo Debtors' confirmed plan or, more specifically, the professional fees that were unpaid as of the effective date of the LandCo Debtors' plan. Judge Carey also concluded that the OpCo Debtors' inclusion of a claim for professional fees under the post-confirmation Intercompany Agreement is overreaching, inequitable and inconsistent with the confirmed plans. The case is In re: TROPICANA ENTERTAINMENT, LLC, et al., Chapter 11, Reorganized Debtors, Case No. 08-10856 (KJC) (Bankr. D. Del.). A full-text copy of Judge Carey's January 5, 2016 memorandum and order is available at http://is.gd/MR0rtYfrom Leagle.com. Tropicana Entertainment, LLC is represented by: John J. Amberg, Esq. Wendy L. Bloom, Esq. David H. DeCelles, Esq. Seth A. Gastwirth, Esq. Scott Kitei, Esq. David J. Zott, Esq. KIRKLAND & ELLIS, LLP 300 North LaSalle Chicago, IL 60654 Tel: (312)862-2000 Fax: (312)862-2200 Email: wendy.bloom@kirkland.com david.zott@kirkland.com -- and -- Joseph Charles Barsalona, II, Esq. Mark D. Collins, Esq. Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Cory D. Kandestin, Esq. Lee E. Kaufman, Esq. Jason M. Madron, Esq. Michael W. Romanczuk, Esq. Zachary I Shapiro, 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: barsalona@rlf.com collins@rlf.com defranceschi@rlf.com heath@rlf.com kandestin@rlf.com kaufman@rlf.com madron@rlf.com shapiro@rlf.com -- and -- Robert S. Brady, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302)571-6600 Fax: (302)571-1253 Email: rbrady@ycst.com -- and -- Marc Jason Carmel, Esq. Kyle J. Ortiz, Esq. PAUL HASTINGS LLP 71 S. Wacker Drive 45th Floor Chicago, IL 60606 Tel: (312)499-6000 Fax: (312)499-6100 Email: marccarmel@paulhastings.com -- and -- Scott D. Cousins, Esq. BAYARD, P.A. 222 Delaware Avenue Suite 900 Wilmington, DE 19801 Tel: (302)655-5000 Fax: (302)658-6395 Email: scousins@bayardlaw.com -- and -- L. Katherine Good, Esq. WHITEFORD TAYLOR & PRESTON LLC The Renassance Centre, Suite 500 405 North King Street Wilmington, DE 19801-3700 Tel: (302)353-4144 Fax: (302)661-7950 Email: kgood@wtplaw.com -- and -- Travis A. McRoberts, 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: tmcroberts@akingump.com United States Trustee is represented by: Richard L. Schepacarter, Esq. OFFICE OF THE UNITED STATES TRUSTEE 844 King Street Suite 2207 Lockbox 35 Wilmington, DE 19801 Tel: (302)573-6491 Fax: (302)573-6497 Kurtzman Carson Consultants LLC , Claims Agent, is represented by: Albert Kass, Esq. KURTZMAN CARSON CONSULTANTS, LLC 1290 Avenue of the Americas 9th Floor New York, NY 10104 Tel: (917)281-4800 Email: akass@kccllc.com Official Committee of Unsecured Creditors, Creditor Committee, is represented by: Thomas F. Driscoll, III, Esq. John A. Sensing, Esq. MORRIS NICHOS ARSHT TUNNELL, LLP 1201 North Market Street, 16th Floor Wilmington, DE 19899-1347 Tel: (302)658-9200 Fax: (302)658-3989 About Tropicana Entertainment Tropicana Entertainment Inc. owned and operated nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-10856) on May 5, 2008. Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D.N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 2010, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. U.S. STEEL CANADA: Sale or Investment Bids Due Feb. 29 ------------------------------------------------------ U.S. Steel Canada Inc. is commencing a Sale and Investment Solicitation Process (SISP) pursuant to an order of the Ontario Superior Court of Justice, Commercial List (Toronto) dated Jan. 12, 2016. USSC's assets subject to the SISP are: -- 813 acres of real property located on Hamilton Harbour in Hamilton, Ontario, and coke ovens, assets used for iron-making, steelmaking and finishing, and other operating assets, and business operations located in Hamilton, Ontario; and -- 6,600 acres of real property located in Nanticoke, Ontario, coke ovens, assets used for iron-making and steelmaking, hot rolling, and pickling, and other operating assets and business operations located in Nanticoke, Ontario. The SISP is intended to solicit interest in and opportunities for a sale, restructuring or recapitalization of USSC's assets and business operations. The opportunity may include one or more of a restructuring, recapitalization or other form of reorganization of the business and affairs of USSC as a going concern, or a sale of all, substantially all, or one or more components of its assets and business operations. The SISP will have two phases: 1. Parties who have netered into a non-disclosure agreement will be provided with information and the opportunity to submit a non-binding letter of interest by Feb. 29, 2016; 2. All parties that have submitted Qualified LOIs, have a bona fide interest in USSC, and have the financial capability to consummate a transaction may be invited to Phase 2, which will include detailed due diligence and access to a confidential data room. Those who wish to participate in the SISP must provide Rotschild Inc., USSC's financial advisor, wth an NDA and a letter setting forth the identity of that potential bidder and other information. Rothschild may be reached at: Gideon Volschenk, Director ROTHSCHILD INC. 1251 Avenue Of The Americas 44Th Floor New York, NY 10020 Tel: 202-862-1677 Pursuant to the Initial CCAA Order, USSC is authorized to pursue all avenues of a sale or refinancing of its business or property, subject to prior Court approval. Lawyers for USSC said in a court filing that, "It is appropriate to initiate the SISP at this time as it: (a) permits USSC to reach the SISP milestones set out in the Amended and Restated Replacement DIP Term Sheet; (b) provides sufficient time for USSC, the Financial Advisor and the Monitor to properly execute the SISP before the last extension to the Amended and Restated DIP Term Sheet expires in December, 2016; (c) permits the completion of a potential transaction prior to the annual automotive contract negotiations for 2017, which are considered to be of significant value to potential purchasers; and (d) accommodates USSC's annual raw material purchasing cycle." USSC is a two-site leading integrated steel producer whose assets include blast furnace operations, coke ovens, steelmaking facilities, and hot-rolling, picking, cold-rolling and galvanizing lines. In addition to the currently operating assets, USSC assets include idled production equipment which could be restarted. USSC obtained an initial order under the Companies' Creditors Arrangement Act (Canada) on Sept. 16, 2014. Ernst & Young Inc. was appointed monitor of the Company. The Monitor may be reached at: Alex Morrison, Senior Vice President Ernst & Young Inc. Tel: (416) 941 7743 E-mail: alex.f.morrison@ca.ey.com Lawyers for USSC are: McCARTHY TETRAULT LLP Toronto Dominion Bank Tower, Suite 5300 Toronto, ON M5K 1E6 Fax: (416) 868-0673 James D. Gage, Esq. Tel: (416) 601-7539 Fax: (416) 868-0673 Email: jgage@mccarthy.ca Paul Steep, Esq. Tel: (416) 601-7998 Email: psteep@mccarthy.ca Kelly Peters, Esq. Tel: (416) 601-8281 Email: kpeters@mccarthy.ca US STEEL: S&P Lowers CCR to 'B', Outlook Negative ------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Pittsburgh-based steel company U. S. Steel Corp. to 'B' from 'BB-'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's senior unsecured notes to 'B' from 'BB-'. S&P also revised its recovery rating on the unsecured notes to '4' from '3', indicating its expectation for average (30% to 50%; upper half of the range) recovery in the event of payment default. "The negative outlook on U. S. Steel Corp. is based on our expectation that weakness in the steel market will persist over the next 12 months, continuing to weigh on operating performance," said Standard & Poor's credit analyst William Ferara. "This weakness is expected to result in strained key credit measures, zncluding adjusted debt to EBITDA of about 10x, EBITDA interest coverage of roughly 1.25x, and minimal free operating cash flow in 2016. Although we expect the company's liquidity position will remain exceptional, we recognize that the company's cash balance could decline in 2016, reducing a key source of liquidity unless steel market conditions and prices improve." S&P could lower the rating if steel prices remain under pressure whether due to a deterioration in end-market demand or a continuation of elevated import levels. Under such a scenario, S&P would expect 2016 adjusted debt leverage to materially exceed 10x and for EBITDA interest coverage to be below 1x, which could lead to a negative rating action. Potentially favorable rulings on the trade cases and the subsequent impact on steel prices could be more visible as 2016 progresses and will be a key determining factor for the credit rating. S&P could also lower the rating if the company's liquidity position were characterized as adequate or less, which could occur if S&P expects the ratio of the company's liquidity sources to uses to be less than 1.2x over the next 12 months or its qualitative liquidity factors hamper its quantitative liquidity considerations. S&P could revise the outlook to stable if there is an improvement in the long-term fundamentals for the steel sector and U. S. Steel's cash flow generation, resulting in credit measures that are consistent with the current rating. For instance, to revise the outlook to stable S&P would expect debt to EBITDA of roughly 7x to 8x and adjusted EBITDA interest coverage of more than 1.5x in 2016. Although S&P views an upgrade as unlikely in the next 12 months, it could raise the rating if the company's credit ratios and overall steel market conditions notably improve. WALTER ENERGY: Can Borrow Up to $50-Mil., Court Says ---------------------------------------------------- Dawn McCarty, writing for Bloomberg Brief - Distress & Bankruptcy, reported that U.S. Bankruptcy Judge Tamara Mitchell in Birmingham, Alabama, authorized Walter Energy, which filed for bankruptcy protection on July 15, 2015, received received court approval for $50 million in debtor-in-possession financing. According to the report, first-lien lenders, including the largest holders Apollo, GSO and Franklin, will backstop the loan. Walter will seek approval to sell certain non-core assets on Feb. 3, the report said. The Birmingham-based coal mining company received court permission Jan. 11 to sell its Alabama coal operation for $1.25 billion to lenders who banded together as Coal Acquisition, the report related. 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: To Sell Remaining U.S. Assets to VCLF's Seminole --------------------------------------------------------------- Walter Energy, Inc. on Feb. 1 disclosed that it has signed an asset purchase agreement with Seminole Coal Resources, LLC, ERP Compliant Coke, LLC and ERP Environmental Fund, Inc. ("Seminole") all related to ERP Compliant Fuels, LLC ("ERP"), an affiliate of Virginia Conservation Legacy Fund, Inc. ("VCLF"), for its remaining U.S. assets. The agreement provides for the acquisition of substantially all of the Company's remaining U.S. assets after giving effect to its previously-announced agreement with an entity owned by certain of the Company's senior lenders. The assets of the Company's Canadian or United Kingdom subsidiaries are also excluded from the transaction. Under the terms of the agreement, Seminole will acquire Walter Energy's assets in West Virginia, including the Gauley Eagle and Maple properties, as well as Walter Coke and Taft in Alabama. As part of the acquisition, Seminole will assume liabilities related to the assets it is acquiring. "The asset sale agreements we have negotiated during Walter Energy's restructuring process -- first with members of our senior lender group and now with ERP and VCLF -- together represent the best possible outcome for Walter Energy, its creditors, employees, and other stakeholders under the very difficult circumstances we have faced in our industry," said Walt Scheller, Chief Executive Officer. "Over the last several months we have worked hard to build a path forward for our operations, while also ensuring the Company's environmental obligations are appropriately addressed to the highest standards. VCLF has established a strong track record in this area, and we are very pleased to be partnering with them in this transaction." The agreement was filed on Feb. 1 with the Bankruptcy Court for the Northern District of Alabama in connection with a proposed, court-approved sale process under section 363 of the Bankruptcy Code. On July 15, 2015, Walter Energy and its U.S. subsidiaries filed for relief under chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the Northern District of Alabama. PJT Partners is serving as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Bradley Arant Boult Cummings LLP are serving as legal advisors to Walter Energy. About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry 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. WILLIAM JACOB MANAGEMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: William Jacob Management, Inc. 16350 Park Ten Place, Suite 100 Houston, TX 7784 Case No.: 16-30490 Chapter 11 Petition Date: January 29, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R Jones Debtor's Counsel: Wayne Kitchens, Esq. HUGHES WATTERS ASKANASE LLP Total Plaza 1201 Louisiana, 28th Floor Houston, TX 77002 Tel: 713-759-0818 Fax: 713-759-6834 Email: jwk@hwallp.com Total Assets: $2.26 million Total Liabilities: $16,641 The petition was signed by Michael P. Duffy, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. YRC WORLDWIDE: BlackRock Reports 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 1,787,584 shares of common stock of YRC Worldwide, Inc. representing 5.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/VRtAjQ About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. YRC Worldwide reported a net loss attributable to common shareholders of $85.8 million in 2014, a net loss attributable to common shareholders of $83.6 million in 2013 and a net loss attributable to common shareholders of $140.4 million in 2012. As of Sept. 30, 2015, the Company had $1.96 billion in total assets, $2.39 billion in total liabilities and a $427 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide from 'Caa3' to 'B3', following the successful closing of its refinancing transactions. In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Overland, Kan.-based less-than-truckload (LTL) trucking company YRC Worldwide to 'B-' from 'CCC+'. "The upgrade reflects YRC's earnings growth and improved liquidity position, along with our belief that gradual improvement in the company's operating performance will result in credit measures that are commensurate with the rating," said Standard & Poor's credit analyst Michael Durand. YRC WORLDWIDE: Marc Lasry Reports 14.7% Stake as of Jan. 28 ----------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Marc Lasry disclosed that as of Jan. 28, 2016, he beneficially owns 4,795,767 shares of common stock of YRC Worldwide Inc. representing 14.7 percent of the shares outstanding. Also included in the filing are the following reporting persons: Number of Percentage Name Shares of Shares ---- --------- ---------- Avenue Spec VI 3,458,612 10.6% Avenue Special Opportunities 1,337,155 4.1% Avenue Capital VI 3,458,612 10.6% GL VI 3,458,612 10.6% Avenue SO Capital Partners I, LLC 1,337,155 4.1% GL SO Partners I, LLC 1,337,155 4.1% Avenue Capital Management II 4,795,767 14.7% GenPar 4,795,767 14.7% A copy of the regulatory filing is available for free at: http://is.gd/ZW6cqD About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. YRC Worldwide reported a net loss attributable to common shareholders of $85.8 million in 2014, a net loss attributable to common shareholders of $83.6 million in 2013 and a net loss attributable to common shareholders of $140.4 million in 2012. As of Sept. 30, 2015, the Company had $1.96 billion in total assets, $2.39 billion in total liabilities and a $427 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide from 'Caa3' to 'B3', following the successful closing of its refinancing transactions. In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Overland, Kan.-based less-than-truckload (LTL) trucking company YRC Worldwide to 'B-' from 'CCC+'. "The upgrade reflects YRC's earnings growth and improved liquidity position, along with our belief that gradual improvement in the company's operating performance will result in credit measures that are commensurate with the rating," said Standard & Poor's credit analyst Michael Durand. ZOGENIX INC: BlackRock Reports 6.5% 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 1,610,823 shares of common stock of Zogenix Inc. representing 6.5 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/sloMk7 About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix reported net income of $8.58 million in 2014 following a net loss of $80.85 million in 2013. As of June 30, 2015, the Company had $246.7 million in total assets, $138.6 million in total liabilities and $108.1 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations and negative cash flows from operating activities raise substantial doubt about its ability to continue as a going concern. [*] 13 Taube Summers Bankruptcy Lawyers Join Waller in Austin ------------------------------------------------------------- The lawyers from Taube Summers Harrison Taylor Meinzer Brown, LLP, a preeminent bankruptcy and civil litigation boutique firm in Austin, Texas, have joined Waller Lansden Dortch & Davis, LLP, a leading provider of legal services to the healthcare, financial services, technology, retail and hospitality industries. Thirteen trial attorneys with reputations for handling significant and complex litigation and bankruptcy restructuring have joined Waller's Austin office which the firm opened in 2012. Taube Summers is recognized by Best Lawyers as a Tier One law firm in Texas with top-tier rankings in Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law; Commercial Litigation; Litigation - Banking & Finance; Litigation - Bankruptcy; and Litigation - Real Estate. Handling large, complex litigation matters in federal and state courts, as well as arbitration disputes for clients ranging from start-ups and small businesses to Fortune 500 companies, the lawyers from Taube Summers represent clients in banking, insurance, real estate, securities, technology, energy, manufacturing, construction, professional services, entertainment and other industries. The Taube Summers lawyers have significant experience in real estate entitlement litigation, workouts, bankruptcy reorganization and litigation, as well as partnership, trust and fiduciary litigation and employment matters. "Joining forces with Taube Summers presents a very real competitive advantage for our clients and our law firm," said Waller chairman Matt Burnstein. "These are battle-tested trial attorneys who have earned reputations for getting results in high-stakes and high-pressure litigation." "It is a tremendous opportunity for us to align with Waller. Waller's transactional and regulatory practices will be great assets for our clients, and Waller's litigation and restructuring teams add valuable depth and experience for the litigation and bankruptcy cases we handle," said Eric Taube. "With Waller we found a like-minded firm that shares our personal approach and commitment to client service and to being both advocates for and trusted advisors to our clients." "This is an example of our continued focus on having the best talent at every position," Mr. Burnstein said. "We aggressively recruit highly skilled veteran attorneys with proven experience as well as promising young attorneys who will begin their careers at Waller. Our goal is to expand and enhance our team throughout the country, and the lawyers joining us from Taube Summers are perfect matches for that strategy." Waller now has more than 225 attorneys in Nashville and Memphis, Tenn., Birmingham, Ala. and Austin. The 13 attorneys who joined Waller are: Eric J. Taube - focuses on complex commercial and business litigation; bankruptcy restructuring and litigation; securities litigation; real estate litigation; employment law; and fiduciary litigation. Mr. Taube earned his J.D., cum laude, in 1983 from the University of Houston Law Center and his B.A. in 1979 from Vanderbilt University. Before forming Taube Summers, Taube was a partner at Liddell Sapp in Austin and Houston. Rick Harrison - focuses on complex commercial litigation; estate and trust litigation; intellectual property disputes, professional malpractice cases; employment law; and general civil litigation. Mr. Harrison earned his J.D. in 1968 from the University of Texas School of Law and his B.B.A. in 1966 from the University of Texas at Austin. Before joining Taube Summers, Mr. Harrison was a partner at Fritz, Byrne, Head & Harrison, LLP in Austin and also served as the head of the litigation section in the Austin office of Jones Day. Mark C. Taylor - focuses on bankruptcy, restructuring, creditors' rights and collections; complex commercial litigation and business torts; appellate law and general civil litigation. Mr. Taylor earned his J.D. in 1987 from the University of Texas School of Law and his B.A. in 1984 from Rice University. Before joining Taube Summers, Taylor practiced at Liddell Sapp. B. Neal Meinzer - focuses on construction litigation; creditors' rights and collections; complex commercial litigation and business torts; and general civil litigation. Mr. Meinzer earned his J.D. in 1996 from St. Mary's School of Law and his B.A. in 1992 from the University of Texas at Austin. Kevin Brown - focuses on complex commercial litigation and business torts; entertainment law and intellectual property litigation; employment law; and general civil litigation; Mr. Brown earned his J.D. in 1998 from the University of Texas School of Law and his B.A., cum laude, in 1995 from Northwestern University. Before joining Taube Summers, Mr. Brown was an associate with Orrick, Herrington & Sutcliffe LLP and Pryor Cashman LLP and a partner with Fritz, Byrne, Head & Harrison, LLP in Austin. S. Alex King - focuses on complex commercial litigation and business torts; employment law; and general civil litigation. Ms. King earned her J.D. in 2004 from Harvard Law School and her B.B.A, magna cum laude, in 2001 from the University of Texas at El Paso. Before joining Taube Summers, King was a partner at Fritz, Byrne, Head & Harrison, LLP in Austin and an associate with Orrick, Herrington & Sutcliffe LLP in New York. Paul Matula - focuses on commercial landlord and tenant disputes; construction litigation; creditors' rights and collections; employment law and general civil litigation; Mr. Matula earned his J.D. in 1990 from the University of Texas School of Law and his Bachelor of Journalism degree in 1987 from the University of Texas at Austin. Before joining Taube Summers, Mr. Matula served for nine years as Assistant Attorney General in the Texas Attorney General's Office. Jamie McGonigal - focuses on complex commercial litigation and business torts; estate and trust litigation; securities litigation; and general civil litigation. Ms. McGonigal earned her J.D., with honors, in 1998 from the University of Texas School of Law and her B.A., magna cum laude, in 1995 from Texas Tech University. Morris D. Weiss - focuses on bankruptcy; restructuring, and creditors' rights and collections; and complex commercial litigation and business torts. Mr. Weiss earned his J.D. in 1985 from South Texas College of Law and his B.S. in 1981 from Babson College. Before joining Taube Summers, Mr. Weiss was Managing Director of Tejas Securities Group, Inc., Senior Vice President and General Counsel of National Bancshares Corporation of Texas, and a partner with Weil Gotshal and Manges LLP. Christopher G. Bradley - focuses on complex commercial litigation and business torts; bankruptcy, restructuring, creditors' rights and collections; securities litigation; and appellate law. Bradley earned his J.D., magna cum laude, in 2007 and an LL.M. in International Legal Studies in 2008 from New York University School of Law. He holds a Master's degree (2003) and a Doctorate (2008) in English Literature from Oxford University. Mr. Bradley earned his B.A., summa cum laude, in 2001 from Princeton University. Before joining Taube Summers, Mr. Bradley was a Judicial Law Clerk in the U.S. Bankruptcy Court in the Western District of Texas and an associate with Weil Gotshal and Manges LLP. Cleveland R. Burke - focuses on complex commercial litigation and business torts; bankruptcy, restructuring, creditors' rights and collections; and appellate law. Mr. Burke earned his J.D., with high honors, in 2008 from the University of Texas School of Law and his B.A., magna cum laude, in 2001 from Duke University. Before joining Taube Summers, Burke was an associate with Thompson & Knight LLP. Rola Daaboul - focuses on commercial landlord and tenant disputes; construction litigation; entertainment law; intellectual property litigation; professional malpractice cases; and securities litigation. Ms. Daaboul earned her J.D. in 2010 from South Texas College of Law and her B.A. from the University of Texas at Austin. Before joining Taube Summers, Ms. Daaboul practiced at Reed & Scardino LLP in Austin. Andrew Preston Vickers - focuses on complex commercial litigation and business torts; and general civil litigation. He earned his J.D. in 2012 from the University of Texas School of Law and his B.A. in 2008 from the University of Texas at Austin where he graduated Phi Beta Kappa. About Waller With more than 225 attorneys in Nashville and Memphis, Tenn., Birmingham, Ala., and Austin, Tex., Waller -- http://www.wallerlaw.com-- assists clients in complex transactional, regulatory and litigation matters. The firm has built a national reputation for its work in healthcare, financial services, retail and hospitality, and has extensive experience in manufacturing, real estate, technology and other industries. [*] Energy Veteran Joins Paul Hastings in Houston ------------------------------------------------- Paul Hastings LLP, a leading global law firm, announced today that Rick Burleson has joined the firm to head the Oil and Gas practice group out of the firm's Houston office. He joins from Burleson LLP, an energy-focused firm which he founded and led. "Rick is a major player in the energy industry, one of the most experienced oil and gas lawyers in this market and we could not be more pleased that he's starting the next phase of his career at Paul Hastings," said Greg Nelson, Esq. -- gregnelson@paulhastings.com -- chair of the Houston office. Mr. Burleson has been practicing law in the oil and gas industry for more than 30 years. He has a broad business practice in the areas of mergers and acquisitions, corporate finance, and energy that centers on complex oil and gas acquisitions, divestitures and other strategic transactions. His clients include independent oil and gas companies, private equity groups, senior and mezzanine lenders, and other oil and gas focused companies. His arrival follows other recent additions to the Houston office and is another indication of the firm's investment in the energy sector. In December, Will Burns, Esq. -- willburns@paulhastings.com -- joined the Houston office of Paul Hastings from Vinson & Elkins as a boost to the office's energy capital markets and MLP focus. His arrival followed the relocation of Finance partner Lindsay Sparks, Esq. -- lindsaysparks@paulhastings.com -- who moved from the firm's Orange County office. The firm also announced in late 2015 that Roberta Bassegio, Esq. -- robertabassegio@paulhastings.com -- a New York and Brazil qualified energy and infrastructure partner, joined to lead a proposed new office in São Paulo, Brazil, which is subject to regulatory approval. In 2015, the firm advised clients on several notable deals out of the Houston office including Crestwood Midstream Partners $7.5 billion public-to-public merger with Crestwood Equity Partners, Vanguard Natural Resources public-to-public mergers with Eagle Rock Energy Partners and LRR Energy, and Tall Oak Midstream's $1.55 billion sale of its subsidiaries to EnLink Midstream. Mr. Burleson may be reached at: Rick Burleson, Esq. PAUL HASTINGS T 1(713) 860-7311 F 1(713) 353-1738 Email: rickburleson@paulhastings.com * * * "What I'm focusing on right now is building up my practice," Burleson, who spent much of his time in management at Burleson, told Casey Sullivan, writing for Bloomberg Brief - Distress & Bankruptcy. According to Bloomberg, in November, the firm Burleson founded in 2005 announced it would shutter because of dwindling legal work in the oil and gas market. Burleson focused specifically on land and title work on oil and gas projects, and as drilling has declined, so did the firm's business. "When the rig count goes from 1,300 to 600, our business is impacted dramatically," Burleson the Denver Business Journal at the time of the firm's collapse, the Bloomberg report related. Founded in 2005, Burleson staffed as many as 140 lawyers at its peak. In recent days, the firm's former bankruptcy lawyer Trent Rosenthal, who is now at his own boutique, has served as chief restructuring officer and is winding down the firm's affairs, which includes paying off creditors -- landlords and vendors -- although the firm never filed for bankruptcy, according to Burleson, the Bloomberg report further related. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 140.4 (51.4) (47.6) ABSOLUTE SOFTWRE ALSWF US 140.4 (51.4) (47.6) ABSOLUTE SOFTWRE OU1 GR 140.4 (51.4) (47.6) ADV MICRO DEVICE AMD* MM 3,109.0 (412.0) 917.0 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY AJRD US 1,957.4 (107.2) 96.3 AEROJET ROCKETDY GCY TH 1,957.4 (107.2) 96.3 AEROJET ROCKETDY GCY GR 1,957.4 (107.2) 96.3 AIR CANADA AC CN 12,755.0 (51.0) 531.0 AIR CANADA ACDVF US 12,755.0 (51.0) 531.0 AIR CANADA ACEUR EU 12,755.0 (51.0) 531.0 AIR CANADA ADH2 GR 12,755.0 (51.0) 531.0 AIR CANADA ADH2 TH 12,755.0 (51.0) 531.0 AK STEEL HLDG AKS* MM 4,084.4 (599.7) 763.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL TH 173.2 (19.8) (33.1) ANGIE'S LIST INC 8AL GR 173.2 (19.8) (33.1) ANGIE'S LIST INC ANGI US 173.2 (19.8) (33.1) ARCH COAL INC ACIIQ* MM 5,848.0 (605.4) 824.1 ARIAD PHARM APS TH 576.1 (49.7) 213.9 ARIAD PHARM ARIAEUR EU 576.1 (49.7) 213.9 ARIAD PHARM APS GR 576.1 (49.7) 213.9 ARIAD PHARM ARIA SW 576.1 (49.7) 213.9 ARIAD PHARM ARIACHF EU 576.1 (49.7) 213.9 ARIAD PHARM ARIA US 576.1 (49.7) 213.9 ASPEN TECHNOLOGY AST GR 276.4 (22.2) (4.4) ASPEN TECHNOLOGY AZPN US 276.4 (22.2) (4.4) AUTOZONE INC AZO US 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZ5 TH 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZOEUR EU 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZ5 GR 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZ5 QT 8,217.5 (1,778.1) (721.4) AVID TECHNOLOGY AVD GR 264.2 (327.6) (158.4) AVID TECHNOLOGY AVID US 264.2 (327.6) (158.4) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 AVON - BDR AVON34 BZ 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP QT 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP US 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP CI 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP* MM 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP TH 3,774.7 (768.4) 660.1 BARRACUDA NETWOR CUDA US 429.9 (30.5) (27.7) BARRACUDA NETWOR CUDAEUR EU 429.9 (30.5) (27.7) BARRACUDA NETWOR 7BM GR 429.9 (30.5) (27.7) BENEFITFOCUS INC BNFT US 172.4 (8.7) 28.3 BENEFITFOCUS INC BTF GR 172.4 (8.7) 28.3 BERRY PLASTICS G BP0 GR 5,028.0 (53.0) 678.0 BERRY PLASTICS G BERY US 5,028.0 (53.0) 678.0 BLUE BIRD CORP BLBD US 307.6 (133.8) 5.4 BLUE BIRD CORP 1291067D US 307.6 (133.8) 5.4 BLUE BUFFALO PET B6B GR 479.1 (2.7) 290.6 BLUE BUFFALO PET B6B TH 479.1 (2.7) 290.6 BLUE BUFFALO PET BUFFEUR EU 479.1 (2.7) 290.6 BLUE BUFFALO PET BUFF US 479.1 (2.7) 290.6 BOMBARDIER INC-B BBDBN MM 23,863.0 (3,660.0) 1,076.0 BOMBARDIER-B OLD BBDYB BB 23,863.0 (3,660.0) 1,076.0 BOMBARDIER-B W/I BBD/W CN 23,863.0 (3,660.0) 1,076.0 BRINKER INTL EAT US 1,579.9 (164.9) (195.1) BRINKER INTL BKJ GR 1,579.9 (164.9) (195.1) BUFFALO COAL COR BUC SJ 54.9 (10.1) (4.5) BURLINGTON STORE BUI GR 2,805.3 (121.9) 112.6 BURLINGTON STORE BURL US 2,805.3 (121.9) 112.6 CABLEVISION SY-A CVC US 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVY GR 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVY TH 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVCEUR EU 6,745.7 (4,957.7) 39.4 CABLEVISION-W/I CVC-W US 6,745.7 (4,957.7) 39.4 CABLEVISION-W/I 8441293Q US 6,745.7 (4,957.7) 39.4 CAMBIUM LEARNING ABCD US 185.8 (72.7) (12.7) CASELLA WASTE WA3 GR 660.7 (15.6) 4.9 CASELLA WASTE CWST US 660.7 (15.6) 4.9 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 712.8 (400.6) 168.4 CHOICE HOTELS CHH US 712.8 (400.6) 168.4 CINCINNATI BELL CBB US 1,460.2 (323.3) (38.6) CLEAR CHANNEL-A C7C GR 6,133.3 (297.8) 433.3 CLEAR CHANNEL-A CCO US 6,133.3 (297.8) 433.3 CLIFFS NATURAL R CLF* MM 2,134.5 (1,811.6) 401.1 COLGATE-BDR COLG34 BZ 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CL* MM 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CPA GR 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CPA TH 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CPA QT 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CLEUR EU 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CL US 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CLCHF EU 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CL SW 11,958.0 (44.0) 1,152.0 COMMUNICATION CSAL US 2,622.8 (1,092.2) - COMMUNICATION 8XC GR 2,622.8 (1,092.2) - CPI CARD GROUP I PNT CN 289.3 (207.8) 55.7 CPI CARD GROUP I CPB GR 289.3 (207.8) 55.7 CPI CARD GROUP I PMTS US 289.3 (207.8) 55.7 CRIUS ENERGY TRU KWH-U CN 297.7 (39.5) (51.2) CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS DKL US 361.8 (11.7) 8.2 DELEK LOGISTICS D6L GR 361.8 (11.7) 8.2 DENNY'S CORP DENN US 289.7 (7.5) (18.3) DENNY'S CORP DE8 GR 289.7 (7.5) (18.3) DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA EZV TH 603.2 (1,255.9) 125.1 DOMINO'S PIZZA EZV GR 603.2 (1,255.9) 125.1 DOMINO'S PIZZA DPZ US 603.2 (1,255.9) 125.1 DUN & BRADSTREET DNB US 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DB5 GR 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DB5 TH 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DNB1EUR EU 2,082.4 (1,146.5) (96.6) DUNKIN' BRANDS G 2DB TH 3,348.1 (65.8) 285.7 DUNKIN' BRANDS G 2DB GR 3,348.1 (65.8) 285.7 DUNKIN' BRANDS G DNKN US 3,348.1 (65.8) 285.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 EDGE THERAPEUTIC EDGE US 58.5 (50.6) 47.1 EDGE THERAPEUTIC EU5 GR 58.5 (50.6) 47.1 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENERGIZER HOLDIN ENR US 1,629.6 (60.1) 658.7 EOS PETRO INC EOPT US 1.2 (27.9) (29.0) EPL OIL & GAS IN EPL US 1,140.6 (388.7) (257.6) EPL OIL & GAS IN EPA1 GR 1,140.6 (388.7) (257.6) EXELIXIS INC EXEL US 363.2 (74.2) 151.4 EXELIXIS INC EXELEUR EU 363.2 (74.2) 151.4 EXELIXIS INC EX9 GR 363.2 (74.2) 151.4 EXELIXIS INC EX9 TH 363.2 (74.2) 151.4 FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0 GAMING AND LEISU GLPI US 2,516.1 (236.6) (98.2) GAMING AND LEISU 2GL GR 2,516.1 (236.6) (98.2) GARDA WRLD -CL A GW CN 1,828.2 (378.3) 124.2 GARTNER INC GGRA GR 2,091.5 (159.6) (173.7) GARTNER INC IT* MM 2,091.5 (159.6) (173.7) GARTNER INC IT US 2,091.5 (159.6) (173.7) GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 15.0 (32.3) (42.5) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,242.0 (386.5) 30.8 H&R BLOCK INC HRB US 2,289.9 (27.2) 160.2 H&R BLOCK INC HRB GR 2,289.9 (27.2) 160.2 H&R BLOCK INC HRB TH 2,289.9 (27.2) 160.2 H&R BLOCK INC HRBEUR EU 2,289.9 (27.2) 160.2 HCA HOLDINGS INC HCAEUR EU 32,744.0 (6,046.0) 3,716.0 HCA HOLDINGS INC HCA US 32,744.0 (6,046.0) 3,716.0 HCA HOLDINGS INC 2BH TH 32,744.0 (6,046.0) 3,716.0 HCA HOLDINGS INC 2BH GR 32,744.0 (6,046.0) 3,716.0 HD SUPPLY HOLDIN 5HD GR 5,486.0 (126.0) 1,101.0 HD SUPPLY HOLDIN HDS US 5,486.0 (126.0) 1,101.0 HECKMANN CORP-U HEK/U US 582.6 (4.9) 50.0 HERBALIFE LTD HOO GR 2,421.5 (130.7) 461.6 HERBALIFE LTD HLF US 2,421.5 (130.7) 461.6 HERBALIFE LTD HLFEUR EU 2,421.5 (130.7) 461.6 HOVNANIAN-A-WI HOV-W US 2,602.3 (128.1) 1,612.1 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IDEXX LABS IDXX US 1,475.0 (84.0) (35.1) IDEXX LABS IX1 GR 1,475.0 (84.0) (35.1) IDEXX LABS IX1 TH 1,475.0 (84.0) (35.1) IMMUNOGEN INC IMU GR 251.6 (16.7) 207.7 IMMUNOGEN INC IMGN US 251.6 (16.7) 207.7 IMMUNOGEN INC IMU TH 251.6 (16.7) 207.7 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INNOVIVA INC HVE GR 437.6 (323.0) 212.5 INNOVIVA INC INVA US 437.6 (323.0) 212.5 INSTRUCTURE INC 1IN GR 64.2 (15.3) (15.5) INSTRUCTURE INC INST US 64.2 (15.3) (15.5) INTERNATIONAL WI ITWG US 345.4 (9.7) 99.8 INVENTIV HEALTH VTIV US 2,205.7 (699.2) 112.4 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 J CREW GROUP INC JCG US 1,627.1 (759.0) 111.7 JUST ENERGY GROU JE US 1,281.8 (650.4) (48.0) JUST ENERGY GROU 1JE GR 1,281.8 (650.4) (48.0) JUST ENERGY GROU JE CN 1,281.8 (650.4) (48.0) KEMPHARM INC KMPH US 61.4 (5.7) 52.8 KEMPHARM INC 1GD GR 61.4 (5.7) 52.8 L BRANDS INC LTD TH 7,969.0 (657.0) 1,836.0 L BRANDS INC LB* MM 7,969.0 (657.0) 1,836.0 L BRANDS INC LTD GR 7,969.0 (657.0) 1,836.0 L BRANDS INC LBEUR EU 7,969.0 (657.0) 1,836.0 L BRANDS INC LB US 7,969.0 (657.0) 1,836.0 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 MADISON-A/NEW-WI MSGN-W US 863.1 (1,246.3) 78.8 MAJESCOR RESOURC MJXEUR EU 0.0 (0.1) (0.1) MALIBU BOATS-A M05 GR 195.3 (8.5) 9.7 MALIBU BOATS-A MBUU US 195.3 (8.5) 9.7 MANNKIND CORP MNKD IT 278.0 (124.6) (196.1) MARRIOTT INTL-A MAR US 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ TH 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ QT 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ GR 6,153.0 (3,589.0) (1,786.0) MDC COMM-W/I MDZ/W CN 1,617.2 (376.7) (326.5) MDC PARTNERS-A MDCA US 1,617.2 (376.7) (326.5) MDC PARTNERS-A MD7A GR 1,617.2 (376.7) (326.5) MDC PARTNERS-A MDZ/A CN 1,617.2 (376.7) (326.5) MDC PARTNERS-EXC MDZ/N CN 1,617.2 (376.7) (326.5) MEAD JOHNSON 0MJA GR 3,998.1 (592.5) 1,349.1 MEAD JOHNSON 0MJA TH 3,998.1 (592.5) 1,349.1 MEAD JOHNSON MJNEUR EU 3,998.1 (592.5) 1,349.1 MEAD JOHNSON MJN US 3,998.1 (592.5) 1,349.1 MERITOR INC MTOR US 2,195.0 (646.0) 174.0 MERITOR INC AID1 GR 2,195.0 (646.0) 174.0 MERRIMACK PHARMA MP6 GR 102.7 (140.7) (24.3) MERRIMACK PHARMA MACK US 102.7 (140.7) (24.3) MICHAELS COS INC MIM GR 2,083.1 (1,909.9) 585.9 MICHAELS COS INC MIK US 2,083.1 (1,909.9) 585.9 MIDSTATES PETROL MPO1EUR EU 1,298.1 (816.0) 96.2 MONEYGRAM INTERN MGI US 4,511.4 (244.2) (27.1) MOODY'S CORP DUT TH 4,772.9 (240.2) 1,811.9 MOODY'S CORP MCOEUR EU 4,772.9 (240.2) 1,811.9 MOODY'S CORP DUT GR 4,772.9 (240.2) 1,811.9 MOODY'S CORP MCO US 4,772.9 (240.2) 1,811.9 MOTOROLA SOLUTIO MTLA TH 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MTLA GR 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MOT TE 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MSI US 8,086.0 (298.0) 2,758.0 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MSG NETWORKS- A 1M4 TH 863.1 (1,246.3) 78.8 MSG NETWORKS- A MSGN US 863.1 (1,246.3) 78.8 MSG NETWORKS- A 1M4 GR 863.1 (1,246.3) 78.8 NATHANS FAMOUS NFA GR 81.9 (61.6) 60.8 NATHANS FAMOUS NATH US 81.9 (61.6) 60.8 NATIONAL CINEMED NCMI US 1,006.2 (228.3) 65.4 NATIONAL CINEMED XWM GR 1,006.2 (228.3) 65.4 NAVIDEA BIOPHARM NAVB IT 17.5 (51.8) 8.7 NAVISTAR INTL IHR TH 6,692.0 (5,160.0) 834.0 NAVISTAR INTL IHR GR 6,692.0 (5,160.0) 834.0 NAVISTAR INTL NAV US 6,692.0 (5,160.0) 834.0 NEW ENG RLTY-LP NEN US 202.4 (30.1) - NORTHERN OIL AND NOG US 1,001.2 (28.3) 32.8 NTELOS HOLDINGS NTLS US 668.4 (22.1) 150.8 OMEROS CORP 3O8 GR 41.4 (9.0) 17.2 OMEROS CORP 3O8 TH 41.4 (9.0) 17.2 OMEROS CORP OMEREUR EU 41.4 (9.0) 17.2 OMEROS CORP OMER US 41.4 (9.0) 17.2 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OUTERWALL INC OUTR US 1,266.8 (2.1) (7.0) OUTERWALL INC CS5 GR 1,266.8 (2.1) (7.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP 11P GR 432.7 (191.5) 27.8 PBF LOGISTICS LP PBFX US 432.7 (191.5) 27.8 PHILIP MORRIS IN 4I1 TH 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1CHF EU 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1EUR EU 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1 TE 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN 4I1 GR 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI EB 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM FP 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI SW 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI1 IX 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM US 32,011.0 (12,226.0) 10.0 PLANET FITNESS-A 3PL TH 701.1 (14.2) (1.2) PLANET FITNESS-A PLNT US 701.1 (14.2) (1.2) PLANET FITNESS-A 3PL GR 701.1 (14.2) (1.2) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,311.1 (80.8) 264.6 PLY GEM HOLDINGS PGEM US 1,311.1 (80.8) 264.6 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PUREBASE CORP PUBC US 0.4 (1.1) (1.4) PURETECH HEALTH PRTCL EB - - - PURETECH HEALTH PRTC LN - - - PURETECH HEALTH PRTCGBX EU - - - PURETECH HEALTH PRTCL IX - - - QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUINTILES TRANSN QTS GR 4,033.7 (179.9) 996.2 QUINTILES TRANSN Q US 4,033.7 (179.9) 996.2 RAYONIER ADV RYAM US 1,286.9 (17.0) 208.0 RAYONIER ADV RYQ GR 1,286.9 (17.0) 208.0 REGAL ENTERTAI-A RETA GR 2,409.1 (902.0) (133.8) REGAL ENTERTAI-A RGC US 2,409.1 (902.0) (133.8) REGAL ENTERTAI-A RGC* MM 2,409.1 (902.0) (133.8) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN 2RN GR 291.1 (138.0) 13.7 RENTECH NITROGEN RNF US 291.1 (138.0) 13.7 RENTPATH LLC PRM US 208.0 (91.7) 3.6 REVLON INC-A REV US 1,924.5 (623.3) 334.4 REVLON INC-A RVL1 GR 1,924.5 (623.3) 334.4 ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7 ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL S7V GR 2,094.4 (297.8) 695.4 SALLY BEAUTY HOL SBH US 2,094.4 (297.8) 695.4 SANCHEZ ENERGY C SN US 1,532.2 (473.6) 171.9 SANCHEZ ENERGY C SN* MM 1,532.2 (473.6) 171.9 SANCHEZ ENERGY C 13S GR 1,532.2 (473.6) 171.9 SBA COMM CORP-A SBACEUR EU 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBJ GR 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBAC US 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBJ TH 7,396.8 (1,697.7) 46.6 SCIENTIFIC GAM-A TJW GR 8,615.1 (980.8) 655.1 SCIENTIFIC GAM-A SGMS US 8,615.1 (980.8) 655.1 SEARS HOLDINGS SHLD US 12,769.0 (1,293.0) 701.0 SEARS HOLDINGS SEE GR 12,769.0 (1,293.0) 701.0 SEARS HOLDINGS SEE TH 12,769.0 (1,293.0) 701.0 SILVER SPRING NE 9SI GR 529.8 (99.3) (31.1) SILVER SPRING NE 9SI TH 529.8 (99.3) (31.1) SILVER SPRING NE SSNI US 529.8 (99.3) (31.1) SIRIUS XM CANADA XSR CN 311.1 (147.2) (189.0) SONIC CORP SONC US 616.1 (20.7) 7.4 SONIC CORP SONCEUR EU 616.1 (20.7) 7.4 SONIC CORP SO4 GR 616.1 (20.7) 7.4 SPORTSMAN'S WARE SPWH US 343.4 (14.0) 91.8 SPORTSMAN'S WARE 06S GR 343.4 (14.0) 91.8 STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0) STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0) SUN BIOPHARMA IN SNBP US - - - SUPERVALU INC SJ1 TH 4,643.0 (444.0) 81.0 SUPERVALU INC SJ1 GR 4,643.0 (444.0) 81.0 SUPERVALU INC SVU US 4,643.0 (444.0) 81.0 SYNERGY PHARMACE SGYP US 144.0 (27.1) 123.4 SYNERGY PHARMACE SGYPEUR EU 144.0 (27.1) 123.4 SYNERGY PHARMACE S90 GR 144.0 (27.1) 123.4 TRANSDIGM GROUP TDG US 8,427.0 (1,038.3) 1,173.7 TRANSDIGM GROUP T7D GR 8,427.0 (1,038.3) 1,173.7 TRINET GROUP INC TN3 GR 1,609.6 (14.1) 54.4 TRINET GROUP INC TNET US 1,609.6 (14.1) 54.4 TRINET GROUP INC TN3 TH 1,609.6 (14.1) 54.4 TRINET GROUP INC TNETEUR EU 1,609.6 (14.1) 54.4 TRINITY PLACE HO TPHS US 56.3 (3.3) - UNISYS CORP USY1 TH 2,143.2 (1,378.6) 165.2 UNISYS CORP UIS US 2,143.2 (1,378.6) 165.2 UNISYS CORP UIS1 SW 2,143.2 (1,378.6) 165.2 UNISYS CORP USY1 GR 2,143.2 (1,378.6) 165.2 UNISYS CORP UISEUR EU 2,143.2 (1,378.6) 165.2 UNISYS CORP UISCHF EU 2,143.2 (1,378.6) 165.2 VECTOR GROUP LTD VGR US 1,398.8 (56.8) 457.4 VECTOR GROUP LTD VGR GR 1,398.8 (56.8) 457.4 VENOCO INC VQ US 403.8 (354.3) 195.7 VERISIGN INC VRS GR 2,577.3 (1,031.4) (38.8) VERISIGN INC VRS TH 2,577.3 (1,031.4) (38.8) VERISIGN INC VRSN US 2,577.3 (1,031.4) (38.8) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSEON CORP VSN LN - - - VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 GR 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WTWEUR EU 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WW6 TH 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WTW US 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WW6 QT 1,395.2 (1,337.7) (193.6) WEST CORP WT2 GR 3,556.9 (595.5) (6.6) WEST CORP WSTC US 3,556.9 (595.5) (6.6) WESTERN REFINING WNRL US 412.0 (28.1) 66.3 WESTERN REFINING WR2 GR 412.0 (28.1) 66.3 WINGSTOP INC WING US 117.2 (14.3) 3.6 WINGSTOP INC EWG GR 117.2 (14.3) 3.6 WINMARK CORP GBZ GR 46.8 (36.0) 11.1 WINMARK CORP WINA US 46.8 (36.0) 11.1 WYNN RESORTS LTD WYR QT 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN* MM 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR TH 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR GR 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN US 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNNCHF EU 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN SW 9,981.2 (60.8) 1,234.7 YRC WORLDWIDE IN YRCW US 1,964.8 (427.3) 197.3 YRC WORLDWIDE IN YEL1 GR 1,964.8 (427.3) 197.3 YRC WORLDWIDE IN YEL1 TH 1,964.8 (427.3) 197.3 ********* 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 ***