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/raid1/www/Hosts/bankrupt/TCR_Public/160322.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, March 22, 2016, Vol. 20, No. 82 Headlines ABENGOA BIOENERGY: Hires Alvarez & Marsal to Provide CRO ADELPHIA COMMUNICATIONS: Amends Exchange Offers Under Ch.11 Plan ADVANCE SPECIALTY: Case Summary & 7 Unsecured Creditors ADVANCED INTERACTIVE: Claims Against Former Directors Dismissed ALGECO SCOTSMAN: Moody's Puts 'B3' Ratings on Review for Downgrade ALLIED FINANCIAL: Hires Jose Jimenez as Accountant ALPHA NATURAL: Appoints Andy Eidson as New Chief Financial Officer ALPHA NATURAL: Can Retain Alpha Natural as Special Counsel ALPHA NATURAL: Committee Seeks Authority to Pursue Claims ALPHA NATURAL: DIP Lenders Want Union Settlement by March 28 ALPHA NATURAL: Lenders Revise Liquidity, CapEx Covenants ALPHA NATURAL: Philip Cavatoni Steps Down as CFO ANNA'S LINENS: Wants to Covert Bankruptcy Case to Chapter 7 ARCH COAL: Files Bankruptcy Rule 2015.3 Report ARCH COAL: Hires Davis Polk as Bankruptcy Counsel ARCH COAL: Hires Ernst & Young as Auditor, Tax Advisor ARCH COAL: Hires FTI Consulting as Financial Advisor ATLANTIC & PACIFIC: CPO Claim Excused From Admin. Bar Date ATLANTIC & PACIFIC: PBGC to Pay Pension Benefits for Retirees ATNA RESOURCES: Seeks to Extend Removal Deadline to April 15 AXION INT'L: Bank Objects to Bidding Motion, Prefers Stay Relief AXION INT'L: Community Bank Seeks Standing to Sue AXION INT'L: Community Bank Wants Cases Converted to Chapter 7 BH SUTTON: 341 Meeting of Creditors Set for April 6 BLUE EARTH: Enters Chapter 11, to File Plan in 30 Days BOOMERANG TUBE: 2nd Amended Joint Plan Declared Effective BROWN MEDICAL: Bid to Dismiss Suit Against Hoffman Firm Granted BUFFETS LLC: Hires Bridgepoint to Provide CRO CASA MEDIA: Third Exclusivity Extension Request Granted CHAMPION INDUSTRIES: Incurs $270,000 Net Loss in First Quarter CHARTER FACILITIES: S&P Lowers Rating on $16.99MM Bonds to 'B-' CLEVELAND BIOLABS: Provides Update on Pre-EUA Review of Entolimod CONGREGATION BIRCHOS: Court to Hear Plan Confirmation March 24 CRAIG ENERGY: Chapter 11 Case Converted to Chapter 7 DANIER LEATHER: Makes Assignment Under Canada's BIA DETECTOR EXPLORATION: Board Members Step Down After Receivership DF SERVICING: Files Amended Schedules of Assets & Liabilities DF SERVICING: Joint Administration of Cases Granted DUCOMMUN INC: S&P Affirms 'B+' CCR, Outlook Remains Positive EIDOS LLC: Rejects Stairway's Bid for Dismissal of Case EVANS & SUTHERLAND: Incurs $1.27 Million Net Loss in 2015 FORESIGHT APPLICATIONS: Jury Trial in Suit vs. DRS to Begin Aug. 22 FORESIGHT ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment FREEDOM COMMUNICATIONS: Court Approves Asset Sale to Digital First FRONTIER STAR: Approval of Western Alliance Settlement Sought FRONTIER STAR: Ch. 11 Trustee Seeks to Sell Assets for $40-Mil. FUHU INC.: Removal Deadline Extended to July 5 FUHU INC: Ballard Spahr Approved as Committee's Delaware Counsel FUHU INC: Panel Taps PricewaterhouseCoopers as Financial Advisor FUHU INC: Taps 8020 Consulting as Interim Finance Consultant GENESIS HEALTHCARE: S&P Puts Loan's 'B-' Rating on Watch. Positive GEORGE ROBERT HANSON: Objection to FCB's $63.5K Claim Granted GETTIG TECHNOLOGIES: Trustee Ordered to Pay AFC Funds to Court GLOBAL COMPUTER: Seeks to Use Cash to Pay $293K in Expenses GM FINANCIAL: Shifts Toward Improving Loan Quality, Moody's Says GREAT LAKES COMNET: Everstream to Lead Auction; Bids Due April 22 GT ADVANCED: Completes Financial Restructuring; Exits Chapter 11 GT ADVANCED: Guizhou Haotian Appeals Claims Ruling GT ADVANCED: Reorganization Plan Declared Effective March 17 HNO GREEN: Ordered to Explain Why Case Shouldn't Be Dismissed HOVNANIAN ENTERPRISES: Stockholders Elect 7 Directors HUDSON PRODUCTS: S&P Lowers CCR to 'CCC+', Outlook Negative IMAGEWARE SYSTEMS: Reports $9.59 Million Net Loss in 2015 INT'L TECHNICAL: Judge Sets March 31 Deadline to File Admin Claims INTELLIPHARMACEUTICS INT'L: Presented at Roth Conference INTERLEUKIN GENETICS: Reports $7.89 Million Net Loss for 2015 INTERNATIONAL TECHNICAL: Has Final Order to Use Cash Collateral INTERNATIONAL TEXTILE: Michael Gibbons Quits From Board INTERPARK INVESTORS: Wants to Use Athene Annuity's Cash Collateral INVENTIV HEALTH: Signs Separation Agreement With Michael Griffith KALOBIOS PHARMA: Bankruptcy Loans Could Cut Shkreli's Holdings LAKE TAHOE: Files Schedules of Assets and Liabilities LAS AMERICAS: ALD Asks Court to Dismiss Ch. 11 Case LAS AMERICAS: Wants ALD Enjoined from Prosecuting State Court Suit LB STEEL: Can Use Cash Collateral Until April 8 MAGNETATION LLC: RSM US to Audit MAG Hourly Plan Financials MAGNUM HUNTER: Delays Annual Report; Expects Drop in Revenues MAGNUM HUNTER: Shen/Pantin Equity Holders Seeks Committee MARINA BIOTECH: Microlin to Buy Nucleic Acid Therapeutic Assets MARINA BIOTECH: Signs License Agreement for Genome Editing Tech MDC PARTNERS: S&P Assigns 'B+' Rating on Proposed Sr. Unsec. Notes METROPOLITAN AUTOMOTIVE: $23M Sale to Parts Authority Metro Okayed METROPOLITAN AUTOMOTIVE: $7.5M DIP Financing From Buyer Approved METROPOLITAN AUTOMOTIVE: BOTW OKs $1.5M Carve-Out from Proceeds MID-STATES SUPPLY: SSG and Frontier Okayed as Investment Bankers MILWAUKEE ACADEMY: S&P Lowers Rating on $12MM 2013 Bonds to BB+ MJC AMERICA: Hires Eric Stone as Special Litigation Counsel MODULAR SPACE: Moody's Puts 'Caa2' Ratings on Review for Upgrade MOLYCORP INC: Credit Bid Must be Accepted, Noteholders Argue MOMENTIVE PERFORMANCE: Moody's Cuts Corp Family Rating to Caa1 MUSCLEPHARM CORP: CEO Steps Down; Interim CEO and President Named MUSCLEPHARM CORP: Delays 2015 Form 10-K Filing NEIMAN MARCUS: S&P Revises Outlook to Negative & Affirms 'B-' CCR NEWFIELD EXPLORATION: S&P Lowers CCR to 'BB+', Off Neg. CreditWatch NORTHWEST PEDIATRIC: Case Summary & 20 Top Unsecured Creditors NUO THERAPEUTICS: Files Schedules of Assets and Liabilities NUO THERAPEUTICS: Has Court's Final OK to Pay Critical Vendors NUO THERAPEUTICS: Key Employee Incentive, Retention Plans Get OK NUO THERAPEUTICS: Proposes April 25 Plan, Outline Hearing NUO THERAPEUTICS: Unsecureds to Get 95% to 100% Under Ch. 11 Plan NUVERRA ENVIRONMENTAL: S&P Lowers Corp. Credit Rating to 'SD' ON SEMICONDUCTOR: Upsized Debt No Impact on Moody's 'Ba2' CFR OSAGE EXPLORATION: Gets Court OK to Hire Crowe & Dunlevy OUTER HARBOR: Proposes Ritchie Bros. to Auction Equipment OUTER HARBOR: Schedules $103M in Assets, $370M in Debt PARAGON OFFSHORE: Hires Richards Layton as Co-counsel PARAGON OFFSHORE: Taps Norton Rose as Special Compliance Counsel PARAGON OFFSHORE: Wants AlixPartners as Restructuring Advisor PARALLEL ENERGY: UST Objects to Releases in Dismissal Motion PEABODY ENERGY: Had $1.99B Loss in 2015, Expects More Losses PEABODY ENERGY: Warns of Possible Bankruptcy Filing PENINSULA HOSPITAL: BDO USA Allowed to Provide Additional Services PLEASE TOUCH MUSEUM: Wins Confirmation of Amended Exit Plan PRIME GLOBAL: Needs More Time to File Jan. 31 Form 10-Q QUANTUM FUEL: Needs More Time to File 2015 Annual Report QUICKSILVER RESOURCES: Has Until May 16 to File Ch. 11 Plan RANDALL BLANCHARD: Court Rejects IFA's Administrative Claim RAZA SERVICES: Court Denies Bank's Bid to Dismiss Ch. 11 Case RCS CAPITAL: Amends Plan Outline to Address Objections RELATIVITY MEDIA: Court Issues Ch. 11 Plan Confirmatory Finding RESIDENTIAL CAPITAL: Coopers' Claim No. 6270 Disallowed RIVER CITY: Judge Extends Deadline to Remove Suits to June 24 RND ENGINEERING: Court Allows Nagel's Claims for $1.12-Mil. RYCKMAN CREEK: Judge Approves Deadlines to File Proofs of Claim SAMSON RESOURCES: Can Implement Incentive and Severance Program SAMSON RESOURCES: Can Implement Performance Award Program SANDRIDGE ENERGY: Delays Filing of 2015 Form 10-K SANDRIDGE ENERGY: Pays $50.1 Million Interest on Senior Notes SANDRIDGE ENERGY: S&P Raises CCR to 'CCC-', Outlook Negative SANDY CREEK: Moody's Lowers Senior Secured Rating to 'B2' SCHOOLMAN TRANSPORTATION: Case Summary & 20 Top Unsec. Creditors SDI SOLUTIONS: Meeting to Form Creditors' Panel Set for March 24 SEARS HOLDINGS: Incurs $1.12 Billion Net Loss in 2015 SEOUL PRESBYTERIAN: Voluntary Chapter 11 Case Summary SFS LTD: Exclusive Right to File Plan Extended to April 11 SFX ENTERTAINMENT: Has Final Authority to Obtain $87.6MM DIP Loan SFX ENTERTAINMENT: RSA an Insider Transaction, WPP Complains SFX ENTERTAINMENT: Seeks Approval of Proposed NCU KEIP, KERP SILVER SPRING: Kotlarsky Appeal from Atty Fee Order Remanded SPIRIT AEROSYSTEMS: S&P Raises Corp. Credit Rating From 'BB' SPORTS AUTHORITY: 341 Meeting of Creditors Set for March 29 SPORTS AUTHORITY: Gets Interim OK to Start Closing Store Sales SWIFT ENERGY: Weatherford Resigns from Creditors' Committee TERRA ENERGY: Receives CWB Demand Letter; Ceases Operations THEA BOWMAN: S&P Puts Bonds' 'B-' Rating on CreditWatch Negative USA DISCOUNTERS: Needs Until June 20 to File Ch. 11 Plan VALEANT PHARMA: Struggles Could Lead Company to Crumble VANGUARD NATURAL: Moody's Cuts Corporate Family Rating to 'Caa3' VARIANT HOLDING: Greenberg Traurig Okayed as Transactional Counsel VARIANT HOLDING: Seeks to Extend Removal Period to July 11 VENOCO INC: Files Chapter 11 Petition to Facilitate Restructuring VENOCO INC: Wants to Pay $250,000 Critical Vendor Claims VERITEQ CORP: Incurs $12.1 Million Net Loss in Third Quarter WHISKEY ONE: Court Denies FAIRMD's Bid to Strike DIP Line ZUCKER GOLDBERG: Examiner Retains Cole Schotz as Counsel [*] Foreign Central Banks Sold $57.2B in U.S. Debt in January [*] Moody's Says HY Investors Demands Protection as Market Tightens [*] Moody's Says Speculative-Grade Chemical Firms to Face Challenge [*] Temporary Bankruptcy Judgeships Urged to Be Made Permanent [^] Large Companies with Insolvent Balance Sheet ********* ABENGOA BIOENERGY: Hires Alvarez & Marsal to Provide CRO -------------------------------------------------------- Abengoa Bioenergy US Holding, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court Eastern District of Missouri to employ Alvarez & Marsal North America, LLC to provide William H. Runge III as Chief Restructuring Officer and certain Additional Personnel, nunc pro tunc to February 24, 2016 The Debtors require Alvarez & Marsal to: (a) perform a financial review of the Debtors, including but not limited to a review and assessment of financial information that has been, and that will be, provided by the Debtors to their creditors, including without limitation their short and long-term projected cash flows and operating performance; (b) identify cost reduction and operations improvement opportunities; (c) assist the CEO and other Company engaged professionals in developing for the Board of Director's review possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Company's various business lines; (d) the CRO serving as the principal contact with the Company's creditors with respect to the Company's financial and operational matters; (e) assist in discussions with, and provide information to, potential investors, secured lenders, official committees, the Office of the United States Trustee for the Eastern District of Missouri, each as deemed necessary and appropriate by the Debtors; (f) assist the overall financial reporting division in managing the administrative requirements of the Bankruptcy Code, including post-petition reporting requirements and claim reconciliation efforts; (g) assist the Debtors and their other advisors in developing restructuring plans or strategic alternatives for maximizing the enterprise value of their various business lines; and (h) perform such other services as requested or directed by the Board or other Company personnel, as authorized by the Board and agreed to by Alvarez & Marsal, that is not duplicative of work other professionals are performing for the Debtors. Alvarez & Marsal will be paid at these hourly rates: Restructuring Advisory ---------------------- Managing Directors $775-$975 Directors $600-$750 Analysts/Associates $375-$575 Claims Management Services -------------------------- Managing Directors $675-$775 Directors $500-$650 Analysts/Consultants $325-$500 In addition, upon the earlier of confirmation of a Plan of Reorganization or upon successful completion of the sale of substantially all of the Debtors' assets, Alvarez & Marsal shall be entitled to a completion fee equal to 20% of hourly fees billable to the Company associated with services provided from February 11, 2016 through the date on which such Completion Fee comes due. Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors have remitted to Alvarez & Marsal a retainer in the amount of $225,000, which shall be credited against any amounts due at the termination of this engagement and returned upon the satisfaction of all obligations. William H. Runge, III, managing director of Alvarez & Marsal, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Alvarez & Marsal can be reached at: William H. Runge, III ALVAREZ & MARSAL NORTH AMERICA, LLC Monarch Tower 3424 Peachtree Road NE, Suite 1500 Atlanta, GA 30326 Tel: (404) 260-4040 Fax: (404) 260-4090 About Abengoa Bionergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. ADELPHIA COMMUNICATIONS: Amends Exchange Offers Under Ch.11 Plan ---------------------------------------------------------------- ACC Claims Holdings, LLC announced the amendment of offers to Eligible Holders to exchange (i) class A limited liability company interests of ACC Claims Holdings, LLC for up to all of the outstanding ACC Senior Notes Claims (Class ACC 3) allowed under the Plan of Reorganization, including any post-petition pre-effective date interest and post-effective date interest to and including the expiration date of the offers (the "Senior Claims"), against Adelphia Communications Corporation, and (ii) class B limited liability company interests of ACC Claims Holdings, LLC for up to all of the outstanding ACC Trade Claims (Class ACC 4) allowed under the Plan of Reorganization, including any post-petition pre-effective date interest and post-effective date interest to and including the expiration date of the offers (the "ACC 4 Claims"), and ACC Other Unsecured Claims (Class ACC 5) allowed under the Plan of Reorganization, including any post-petition pre-effective date interest and post-effective date interest to and including the expiration date of the offers (the "ACC 5 Claims" and, together with the ACC 4 Claims, the "Other Claims"; the Senior Claims and the Other Claims, together, the "Claims"), against Adelphia Communications Corporation. The exchange offers are being made pursuant to the offers to exchange and the related letter of transmittal, each dated as of March 3, 2016 and supplemented and amended on the date hereof. The exchange offers will expire at 5:00 p.m., New York City time, on March 31, 2016, unless extended (the "Expiration Date"). This Expiration Date is not being changed under the terms of the supplement and amendment. Eligible Holders of Senior Claims that are validly tendered and not withdrawn on or prior to the Expiration Date and accepted for exchange will receive consideration in the form of class A limited liability company interests in ACC Claims Holdings, LLC, as described in the offers to exchange. Eligible Holders of Other Claims that are validly tendered and not withdrawn on or prior to the Expiration Date and accepted for exchange will receive consideration in the form of class B limited liability company interests in ACC Claims Holdings, LLC, as described in the offers to exchange. The exchange offers will only be made, and the offers to exchange and the related letter of transmittal will only be distributed to, holders who complete, execute and return an eligibility form confirming that they are qualified purchasers ("Qualified Purchasers") as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (except to the extent waived by the managing member of ACC Claims Holdings, LLC), excluding Benefit Plan Investors (except as provided for and subject to the terms of the exchange offers, as amended), each of which is (x) a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (y) an institutional investor that qualifies as an "accredited investor" pursuant to Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (z) not a U.S. person in an offshore transaction, in each case as defined in Regulation S under the Securities Act (such persons, "Eligible Holders"). "Benefit Plan Investor" means a benefit plan investor, as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and includes (a) an employee benefit plan (as defined in Section 3(3) of Title I of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or (c) any entity whose underlying assets include, or are deemed for purposes of ERISA or the Code to include, "plan assets" by reason of any such employee benefit plan's or plan's investment in the entity. Holders who desire to obtain and complete an eligibility form should either visit the website for this purpose at www.dfking.com/adelphia or call D.F. King & Co., Inc., the information agent and exchange agent for the exchange offers, at (800) 761-6523 (toll-free) or (212) 269-5550 (collect for banks and brokers only). The managing member of ACC Claims Holdings, LLC may, in its sole discretion, waive the restriction on tenders by Benefit Plan Investors. However, the managing member is not required to accept a tender in whole or in part from an investor that is a Benefit Plan Investor, and reserves the right to reject in its complete discretion any tender by a Benefit Plan Investor. This press release is neither an offer to purchase or exchange nor a solicitation of an offer to sell or exchange securities. The exchange offers are being made pursuant to the terms and conditions contained in the offers to exchange and the related letter of transmittal, copies of which may be obtained from D. F. King & Co., Inc., the information agent and exchange agent for the exchange offers, by telephone at (800) 761-6523 (toll-free) or at (212) 269-5550 (collect for banks and brokers only) or in writing at D. F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Attention: Krystal Scrudato. Persons with questions regarding the exchange offers should contact Deutsche Bank Securities Inc., the dealer manager for the exchange offers, by telephone at (855) 287-1922 (toll-free) or 212-250-7527 (collect). The exchange offers are not being made to holders in any jurisdiction in which the making of such offers would be unlawful under applicable state securities, or "blue sky" laws, or applicable securities laws of any other jurisdiction. ACC Claims Holdings, LLC is a Delaware limited liability company formed on November 18, 2015. ACC Claims Holdings, LLC exists solely for the purpose of liquidating the claims and distributing the proceeds thereof to the holders of its limited liability company interests. ACC Claims Holdings, LLC does not conduct a trade or business or engage in any transactions other than transactions merely incidental to (i) liquidation of claims, whether by sale, transfer or other disposition by ACC Claims Holdings, LLC or the claims held thereby, or be merger, consolidation or other reorganization of ACC Claims Holdings, LLC, or otherwise, and (ii) its dissolution. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation was once the fifth-biggest cable company. Adelphia served customers in 30 states and Puerto Rico, and offered analog and digital video services, Internet access and other advanced services over its broadband networks. Adelphia collapsed in 2002 after disclosing that founder John Rigas and his family owed $2.3 billion in off-balance-sheet debt on bank loans taken jointly with the company. Mr. Rigas was sentenced to 12 years in prison, while son Timothy 15 years. Adelphia Communications and its more than 200 affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on June 25, 2002. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas-Managed Entities, were entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31, 2006. Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. The Plan became effective on Feb. 13, 2007. The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed pursuant to the Plan. The Trust holds certain litigation claims transferred pursuant to the Plan against various third parties and exists to prosecute the causes of action transferred to it for the benefit of holders of Trust interests. Lawyers at Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the Adelphia Recovery Trust. ADVANCE SPECIALTY: Case Summary & 7 Unsecured Creditors ------------------------------------------------------- Debtor: Advance Specialty Care, LLC 3470 Wilshire Boulevard, Suite 600 Los Angeles, CA 90010 Case No.: 16-13521 Chapter 11 Petition Date: March 19, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: Raymond H Aver, Esq. LAW OFFICES OF RAYMOND H AVER APC 1950 Sawtelle Blvd Ste 120 Los Angeles, CA 90025 Tel: 310-473-3511 Fax: 310-473-3512 E-mail: ray@averlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Moises L. Simbulan, chief financial officer. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-13521.pdf ADVANCED INTERACTIVE: Claims Against Former Directors Dismissed --------------------------------------------------------------- Judge Robert S. Lasnik of the United States District Court for the Western District of Washington, Seattle, denied Michael Allen's motion for summary judgment and dismissed the claims against Zechariah Clifton Dameron IV and Daniel Standen with prejudice. Allen was the interim Chief Financial Officer of Advanced Interactive Systems, Inc., between April 2010 and March 2013. His employment offer included three months pay in lieu of notice as a condition for a complete release if his employment were involuntarily terminated for anything other than gross misconduct. When his employment was terminated upon the filing of AIS' bankruptcy petition, Allen asserted a Washington Rebate Act claim seeking to recover the principal amount of $84,175.21 plus exemplary damages and prejudgment interest. Allen alleged that he was owed unpaid wages, benefits, and a severance payment at the time AIS filed for Chapter 7 bankruptcy protection. The individual defendants Standen and Dameron were members of AIS' Board of Directors. Judge Lasnik found that the filing of the bankruptcy petition simultaneously terminated both Allen's and the individual defendants' employment with AIS. Thus, when Allen's claim to over $75,000 in severance and vacation pay accrued, Standen and Dameron no longer had the power or authority to decide whether to pay or not to pay. Judge Lasnik therefore concluded that Standen and Dameron cannot be held personally liable for the failure to pay wages that were neither "earned" nor due at the time they left the company. As to Allen's wages, Judge Lasnik also found that the defendants did not have the authority to pay Allen's wages on the date they came due. Nor did they make the decision to withhold or refuse to pay the wages that had already been earned. Thus, the judge concluded that there was no wilful and intentional deprivation of Allen's wages for purposes of the WRA. The case is MICHAEL ALLEN, Plaintiff, v. ZECHARIAH CLIFTON DAMERON IV, et al., Defendants, No. C14-1263RSL (W.D. Wash.). A full-text copy of Judge Lasnik's March 3, 2016 order is available at http://is.gd/ENqZjTfrom Leagle.com. Mike Allen is represented by: Steven Bert Frank, Esq. Michael C Subit, Esq. FRANK FREED SUBIT & THOMAS 705 2nd Avenue, Suite 1200 Seattle, WA 98104 Email: sfrank@frankfreed.com msubit@frankfreed.com Zechariah Clifton Dameron IV, Daniel Standen are represented by: A Robert Fischer, Esq. Karen P Kruse, Esq. Megan Burrows Carpenter, Esq. JACKSON LEWIS PC 816 Congress Avenue, Suite 1530 Austin, TX 78701 Tel: (512)362-7100 Fax: (512)362-5574 Email: fischera@jacksonlewis.com karen.kruse@jacksonlewis.com megan.carpenter@jacksonlewis.com John Rigas is represented by: Karen P Kruse, Esq. Megan Burrows Carpenter, Esq. JACKSON LEWIS PC 816 Congress Avenue, Suite 1530 Austin, TX 78701 Tel: (512)362-7100 Fax: (512)362-5574 Email: karen.kruse@jacksonlewis.com megan.carpenter@jacksonlewis.com Steven Kalmanovitz is represented by: Mario A Bianchi, Esq. LASHER HOLZAPFEL SPERRY & EBBERSON 601 Union St., Suite 2600 Seattle, WA 98101-4000 Tel: (206)624-1230 Fax: (206)340-2563 Email: bianchi@lasher.com About Advanced Interactive Systems Seattle-based Advanced Interactive Systems Inc. designed and built simulators for the military and police. The simulators provide training in the use of weapons combating terrorism or crime. AIS had revenue of $14.7 million in 2011, declining to $7.2 million in 2012. Advanced Interactive halted operations and filed a Chapter 7 petition (Bankr. D. Del. Case No. 13-10517) on March 14, 2013. The Debtor is represented by Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. Advanced Interactive disclosed assets of $24.2 million and liabilities totaling $72.7 million, including $21.6 million in secured debt. From the secured debt, $21 million is owing to Kayne Anderson Mezzanine Advisors LP. The bankruptcy trustee has a court-approved settlement with Kayne Anderson where some sale proceeds will go to unsecured creditors. ALGECO SCOTSMAN: Moody's Puts 'B3' Ratings on Review for Downgrade ------------------------------------------------------------------ Moody's Investors Service placed Algeco Scotsman Global S.A.R.L.'s ("Algeco") corporate family rating of B3 and Algeco Scotsman Global Finance Plc's senior secured rating of B3 and senior unsecured rating of Caa2 on review for downgrade. RATINGS RATIONALE "The rating action follows Algeco's announcement that it has entered into a conditional agreement with Modular Space Corporation ("ModSpace", senior secured rating Caa2 on review for upgrade), whereby Algeco will sell its North American modular space business to ModSpace for consideration that we expect to include a combination of ModSpace shares and cash. Algeco will retain its European and Asia Pacific businesses, as well as its remote accommodation business, which has presence in Asia Pacific and Americas. The transaction, which is subject to a number of conditions, including regulatory approvals, is expected to close in the second or third quarter of 2016.” Upon the transaction close, Algeco will own approximately one-half of the equity in ModSpace, and existing ModSpace shareholders will own the remainder. Algeco will also receive additional cash consideration of an as yet undisclosed amount, reflecting its relatively larger business comprised of approximately 80,000 modular space units compared to ModSpace's fleet of approximately 70,000 units. Algeco intends to use some of the transaction proceeds to pay a portion of the outstanding balance under its asset based lending (ABL) facility. Despite the planned debt paydown, Algeco expects its leverage to increase after the merger. Moody's believes that the increase in leverage will reflect the reduction in Algeco's EBITDA post closing, given that the company's North American modular space business currently accounts for at least 30% of its adjusted EBITDA, Moody's estimates. Algeco's leverage, based on trailing twelve-month EBITDA, was approximately 10x as of September 30, 2015, based on Moody's calculations. During the review, Moody's will assess the future profitability of Algeco's remaining franchise, its pro-forma leverage and ability to de-lever, as well as its liquidity profile. Moody's will also evaluate the capital structure, liquidity, operating efficiency, and expected earnings of ModSpace, in which Algeco will own an approximately 50% equity stake. With the transaction, a substantial part of Algeco's assets will be contributed to ModSpace's entity and therefore will no longer be available to Algeco's creditors. However, the value of Algeco's equity stake in ModSpace, although illiquid, will provide support to the company's creditors. Algeco's ratings would be downgraded if Moody's determines that Algeco's profitability will not meaningfully improve from current levels and if it determines that the company will not be able to de-lever to at least 6x, based on Moody's calculations, in the next four quarters following the transaction close. Ratings would also be downgraded if Algeco's liquidity profile deteriorates post-merger. Ratings could be confirmed if Moody's concludes that Algeco will be able to reduce its leverage to at least 6x in the next year after the merger, if it demonstrates a path to improved profitability, and if it improves its liquidity profile for the remaining businesses. ALLIED FINANCIAL: Hires Jose Jimenez as Accountant -------------------------------------------------- Allied Financial, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico for permission to employ Jose Jimenez, CPA, CVA, CIRA, of Jimenez Vazquez & Associates, PSC, as accountant. Mr. Jimenez agreed to perform these tasks for the Debtor: 1. assist in gathering and compiling the necessary information required to file the Chapter 11 petition and court required information and schedules; 2. provide consulting services and assist the Debtor and her attorney in documenting the reorganization plan to be filled in the case; 3. prepare monthly operating reports, prepare financial projects and other relevant information as required and necessary; 4. prepare all necessary tax returns to ascertain Debtor is in full compliance with her fiscal responsibilities; 5. assist the Debtor and her attorney in all matters related to court instructions, transactions, and or information requests of an accounting or financial nature. The Debtor will pay Mr. Jimenez at $145 per hour. Mr. Jimenez also required a retainer of $4,000 and will paid upon approval of the application for employment. To the best of the Debtor's knowledge, Mr. Jimenez and the firm are "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Jimenez can be reached at: Jose Jimenez JIMENEZ VAZQUEZ & ASSOCIATES, PSC Calle 8 D-1 Valparaiso Toa Baja, P.R. P.O. Box 3774, Bayanon, PR Tel: (787) 447-0098 Fax: (939) 338-2362 About Allied Financial Allied Financial, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Puerto Rico Case No. 16-00180) on Jan. 15, 2016. The petition was signed by Rafael Portela as president of the Board of Directors. The Debtor disclosed total assets of $10.28 million and total debts of $9.14 million. C. Conde & Assoc. represents the Debtor as counsel. Mildred Caban Flores has been assigned the case. ALPHA NATURAL: Appoints Andy Eidson as New Chief Financial Officer ------------------------------------------------------------------ Alpha Natural Resources, Inc. on March 18 disclosed that Andy Eidson, Senior Vice President for Strategy and Business Development, will assume additional duties as the CFO. Mr. Eidson, who has served in his current position since December 2015 and in other positions with Alpha since 2010, will join Alpha's Management Committee in the expanded role of Executive Vice President and Chief Financial Officer. Mr. Eidson will succeed Philip Cavatoni, who informed the company of his intention to resign his position as Chief Financial and Strategy Officer, effective March 23, to pursue another employment opportunity outside of the coal industry. Mr. Eidson's appointment will be effective on that date. "Andy has excelled in his prior positions at Alpha and I'm confident his experience, energy, and talent will ensure a smooth transition in his new role," said Alpha's Chairman and CEO Kevin Crutchfield. "As Alpha continues to navigate its restructuring process, emerging leaders like Andy will be vital in shaping the organization's future." Mr. Eidson previously served as Vice President, Mergers and Acquisitions at Alpha. Prior to joining the Company in July 2010, Mr. Eidson worked in several financial positions across industry sectors, including at PricewaterhouseCoopers LLP, Eastman Chemical Company, and most recently Penn Virginia Resource Partners, where he led mergers and acquisitions projects for the coal segment and managed the budgeting and planning process. Mr. Eidson holds a bachelor of science degree, cum laude, in commerce and business administration from the University of Alabama and a master of business administration degree from Milligan College. Mr. Cavatoni has been with the company since 2009 and previously served as Executive Vice President and Chief Strategy Officer, as well as Treasurer and Executive Vice President, Finance and Strategy, before assuming the CFO role in March 2015. "Phil's strategic thinking and financial acumen have been valuable assets to Alpha over the past seven years," said Mr. Crutchfield. "We wish him much success in his next endeavor." Alpha and certain of its wholly-owned subsidiaries filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code on August 3, 2015. About Alpha Natural Resources Headquartered in Bristol, Virginia, 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 August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the recently-filed motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ALPHA NATURAL: Can Retain Alpha Natural as Special Counsel ---------------------------------------------------------- U.S. Bankruptcy Judge Kevin R. Huennekens has authorized Alpha Natural Resources, Inc., to employ Cleary Gottlieb Steen & Hamilton LLP as special counsel for certain corporate and litigation matters effective as of Dec. 17, 2015. Cleary Gottlieb will represent the Debtors in legal, non-bankruptcy matters as the Debtors may request, including, among other things: (a) disclosure and corporate governance matters, including reporting under the Securities Exchange Act of 1934, as amended, and requirements of the Securities and Exchange Commission; (b) the derivative litigation captioned California State Teachers' Retirement System et al. v. Blankenship et al.; and (c) litigation proceedings relating to the acquisition of Massey Energy Company and its affiliates and related Delaware derivative litigation. Luke A. Barefoot, Esq., a partner in Cleary Gottlieb, tells the Court that the hourly rates of the firm's personnel are: Billing Category U.S. Range ---------------- ---------- Partners $885 - $1,210 Senior Counsel $1,210 Counsel $815 - $1,005 Senior Attorneys $795 - $930 Associates $465 - $785 International Lawyers $410 Law Clerks $375 Paralegals $255 - $345 The Debtors paid Cleary Gottlieb's invoices in the ordinary course of business during the last twelve months, including in respect of the representative matters. In the same period, the Debtors have paid Cleary Gottlieb, in the aggregate, $6,128,163. Of the amount, $1,330,450 was received by Cleary Gottlieb during the 90 days before the Petition Date. Mr. Barefoot assures the Court that Cleary Gottlieb does not represent or hold any interest adverse to the Debtors with respect to matters on which Cleary Gottlieb is to be retained and employed in the cases. About Alpha Natural Resources Headquartered in Bristol, Virginia, 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 August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. ALPHA NATURAL: Committee Seeks Authority to Pursue Claims --------------------------------------------------------- The Official Committee of Unsecured Creditors in Alpha Natural Resources, Inc.'s case asks the Bankruptcy Court for authority to prosecute claims on behalf of the estates. According to the Committee, the Debtors' estates hold numerous claims against the first lien lenders and the second lien noteholders that, when successfully prosecuted, will provide substantial benefits for unsecured creditors. The Committee says its proposed complaints assert claims with particularity and ample factual and documentary support. The Debtors, the Committee relates, own assets of substantial value that are not part of the lenders' collateral. The Committee authority to prosecute these claims because, at the outset of the cases, the Debtors completely abandoned and waived their ability to assert claims against the Lenders related to, among other things, the validity and enforceability of the Lender's security agreements. The Debtors' waiver of their ability to bring such claims, however, was without prejudice to the Committee's right to assert such claims. To preserve the claims, the Committee seeks to assert pending a ruling on the motion, a further order extending the "challenge period", as that term is defined in the Final DIP Order, is necessary. Because the potential recoveries for the estate are significant, cause exists to further extend the Challenge Period, to allow for a final order on the Motion for Standing, and then to allow for filing and prosecution of the proposed complaints. In addition to the claims asserted in the Proposed Complaints, the Committee has identified possible claims pertaining to certain prepetition debt repurchase transactions. Except for two potential defendants, such claims would be against lenders other than the Lenders that are defendants in the Proposed Complaints. As such, the Debt Repurchase Claims should not be subject to filing deadlines created by the Challenge Period of the Final DIP Order. The Committee, however, requests clarification that the Debt Repurchase Claims are not waived or otherwise barred from a later adversary proceeding because not brought within the Challenge Period. The Committee is represented by: Sands Anderson PC William A. Gray, Esq. George R. Pitts, Esq. P.O. Box 1998 Richmond, VA 23218-1998 Tel: (804) 648-1636 Fax: (804) 783-7291 About Alpha Natural Headquartered in Bristol, Virginia, 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 August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. ALPHA NATURAL: DIP Lenders Want Union Settlement by March 28 ------------------------------------------------------------ Alpha Natural Resources, Inc., must reach a settlement with the union representing its mineworkers in about a week's time. Otherwise, the lenders want the Company to file a motion seeking to revise the terms of its collective bargaining agreements. Alpha Natural disclosed in a regulatory filing with the Securities and Exchange Commission last week that the fifth amendment to their DIP credit agreement became effective on March 16, 2016. The Fifth DIP Amendment contains amendments to certain milestones relating to the Bankruptcy Case set forth in the so-called First Out DIP Credit Agreement. Alpha Natural filed together with the Chapter 11 petitions a motion seeking authorization to use cash collateral and to approve financing under: (i) a Superpriority Secured Debtor-in-Possession Credit Agreement by and among the Company as borrower, certain Debtors party thereto as guarantors, the lenders party thereto -- First Out DIP Lenders -- and Citibank, N.A., as Administrative Agent and Collateral Agent; and (ii) a Superpriority Secured Second Out Debtor-in-Possession Credit Agreement by and among the Company as borrower, certain Debtors party thereto as guarantors, the lenders party thereto, the issuing banks thereto and Citicorp North America, Inc. as Administrative Agent and Collateral Agent. On August 4, 2015, the Bankruptcy Court issued an interim order approving the DIP Financing on an interim basis and on September 17, the Bankruptcy Court issued a final order approving the DIP Financing on a final basis. On February 8, 2016, the Debtors filed their Omnibus Motion for Entry of (I) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets; (II) One or More Orders (A) Approving the Sale of Such Assets and (B) Approving Settlements Related to the Pre-Petition Lenders' Credit Bid Rights; and (III) An Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement. Pursuant to the Omnibus Motion, the Debtors sought, among other things, approval of a Waiver and Amendment No. 5 to Superpriority Secured Debtor-in-Possession Credit Agreement. On March 11, 2016, the Bankruptcy Court entered an order authorizing and approving the Fifth DIP Amendment, and authorizing the Debtors' entry into the Fifth DIP Amendment. These milestones were deleted from the First Out DIP Credit Agreement: * Within 155 days following the Petition Date, deliver proposals contemplated in the Agreed Business Plan, if any: (i) to authorized union representatives seeking modifications with respect to collective bargaining agreements and (ii) to authorized representatives of retirees seeking modifications with respect to retiree benefits, in each case, consistent with and solely to the extent required by the Agreed Business Plan; * Within 215 days following the Petition Date, seek Bankruptcy Court approval of any Labor/Benefits Savings consistent with the Agreed Business Plan; * To the extent that any Labor/Benefits Savings consistent with the Agreed Business Plan are not otherwise achieved on a consensual basis without the need for court relief, obtain any requested Labor/Benefits Orders within 320 days of the Petition Date. * Within 300 days following the Petition Date, file an acceptable plan of reorganization. * Within 90 days following the filing of an acceptable plan of reorganization, obtain entry by the Bankruptcy Court of an order confirming such acceptable plan of reorganization. These milestones were added to the First Out DIP Credit Agreement: * On or prior to March 14, 2016, the Bankruptcy Court shall have entered an order, in form and substance acceptable to the Required Lenders (as defined in the First Out DIP Credit Agreement), approving bidding procedures for substantially all of the Debtors' assets not previously the subject of Bankruptcy Court-approved sale procedures, and any assets not sold through such Bankruptcy Court-approved procedures (collectively, the "ANR Assets"). * To the extent settlements with the United Mine Workers Association achieving Labor/Benefit Savings will have not been reached and documents effecting the same executed by all of the relevant parties thereto, by March 28, 2016, the Debtors shall have filed a motion pursuant to sections 1113 and 1114 of the Bankruptcy Code, seeking modifications with respect to collective bargaining agreements and retiree benefits, in each case, consistent with and to the extent required by the Agreed Business Plan. * On or prior to May 6, 2016, the Bankruptcy Court shall commence a hearing on the merits of a settlement with respect to the assets that were unperfected or unencumbered as of the Petition Date with respect to debt under the Debtors' prepetition credit agreement, which is the subject of the Debtors' motion filed with the Bankruptcy Court on February 8, 2016. * On or prior to the later of (x) May 10, 2016 and (y) 50 days after the filing of the Labor/Benefit Savings Motion, unless settlements with the United Mine Workers Associations shall have been reached concerning all of the Labor/Benefit Savings, and the Bankruptcy Court shall have entered one or multiple order(s) approving such settlements, the Bankruptcy Court shall have entered orders approving the Labor/Benefit Savings pursuant to sections 1113 and 1114 (as applicable) of the Bankruptcy Code. * On or prior to June 30, 2016, the Bankruptcy Court shall have entered an order, in form and substance reasonably acceptable to the Required Lenders (as defined in the First Out DIP Credit Agreement), approving and confirming the Agreed Chapter 11 Plan. * On or prior to July 18, 2016, the effective date of the Agreed Chapter 11 Plan shall have occurred. The failure to satisfy any of the revised milestones will result in a default under the DIP Credit Agreements. About Alpha Natural Resources Headquartered in Bristol, Virginia, 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 August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. An Official Committee of Retired Employees has retained Tavenner & Beran, PLC, as bankruptcy counsel, Harman Claytor Corrigan & Wellman as special counsel, and Zolfo Cooper, LLC, as consultant and financial advisor. * * * Alpha Natural Resources on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the recently filed motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ALPHA NATURAL: Lenders Revise Liquidity, CapEx Covenants -------------------------------------------------------- Alpha Natural Resources, Inc. disclosed in a regulatory filing with the Securities and Exchange Commission last week that the fifth amendment to their DIP credit agreement became effective on March 16, 2016. The Fifth DIP Amendment amends and restates certain negative covenants under DIP Credit Agreements. Alpha Natural filed together with the Chapter 11 petitions a motion seeking authorization to use cash collateral and to approve financing under: (i) a Superpriority Secured Debtor-in-Possession Credit Agreement by and among the Company as borrower, certain Debtors party thereto as guarantors, the lenders party thereto -- First Out DIP Lenders -- and Citibank, N.A., as Administrative Agent and Collateral Agent; and (ii) a Superpriority Secured Second Out Debtor-in-Possession Credit Agreement by and among the Company as borrower, certain Debtors party thereto as guarantors, the lenders party thereto, the issuing banks thereto and Citicorp North America, Inc. as Administrative Agent and Collateral Agent. On August 4, 2015, the Bankruptcy Court issued an interim order approving the DIP Financing on an interim basis and on September 17, the Bankruptcy Court issued a final order approving the DIP Financing on a final basis. On February 8, 2016, the Debtors filed their Omnibus Motion for Entry of (I) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets; (II) One or More Orders (A) Approving the Sale of Such Assets and (B) Approving Settlements Related to the Pre-Petition Lenders' Credit Bid Rights; and (III) An Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement. Pursuant to the Omnibus Motion, the Debtors sought, among other things, approval of a Waiver and Amendment No. 5 to Superpriority Secured Debtor-in-Possession Credit Agreement. On March 11, 2016, the Bankruptcy Court entered an order authorizing and approving the Fifth DIP Amendment, and authorizing the Debtors' entry into the Fifth DIP Amendment. The revisions to the negative covenants are: (A) Capital Expenditures (1) The Borrower is restricted from making or becoming legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i) for the period from and including the Effective Date to and including October 31, 2015, $136,700,000; and (ii) for each period from and including November 1, 2015, to and including any date set forth: Date Maximum CapEx ---- ------------- December 4, 2015 $70,200,000 January 8, 2016 $102,900,000 (2) The Borrower is restricted from making or becoming legally obligated to make any Capital Expenditure, except for Capital Expenditures (excluding PLR Capex) in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i) for the period from and including February 26, 2016 to and including April 1, 2016, $23,100,000 (in the aggregate), (ii) for the period from and including February 26, 2016 to and including May 20, 2016, $47,200,000 (in the aggregate) and (iii) for any period ending after May 20, 2016, in the amounts as may be agreed among the parties. (3) The Borrower is restricted from making or becoming legally obligated to make to make any Capital Expenditure in respect of Pennsylvania Land Resources, LLC ("PLR") or its related businesses ("PLR Capex"), except for PLR Capex in the ordinary course of business not exceeding, in a cumulative amount for the Borrower and its Subsidiaries on a consolidated basis: (i) for the period starting from November 1, 2015 and ending on January 8, 2016, $15,000,000 (in the aggregate), (ii) for the period from and including February 26, 2016 to and including April 1, 2016, $3,500,000 (in the aggregate), (ii) for the period from and including February 26, 2016 to and including May 20, 2016, $12,300,000 (in the aggregate) and (iii) for any period ending after May 20, 2016, in the amounts as may be agreed among the parties. (B) Minimum Liquidity The Borrower shall not permit: (1) Consolidated Liquidity, as of the close of business on any Business Day during the month of August 2015, September 2015 or October 2015 to be less than (x) in the case of August 2015, $1,280,700,000 (or, if the Business Day is prior to the second borrowing of Term Loans, $1,080,700,000), (y) in the case of September 2015, $1,238,100,000 (or, if the Business Day is prior to the second borrowing of Term Loans, $1,038,100,000) and (z) in the case of October 2015, $1,161,200,000; (2) Consolidated Liquidity, as of the close of business on any Business Day after October 31, 2015 but on or before January 8, 2016, to be less than the amount specified in the table; or Week Ended Minimum Liquidity ---------- ----------------- November 6, 2015 $1,301.2 million November 13, 2015 $1,255.3 million November 20, 2015 $1,248.5 million November 27, 2015 $1,229.0 million December 4, 2015 $1,229.4 million December 11, 2015 $1,212.3 million December 18, 2015 $1,208.3 million December 25, 2015 $1,183.7 million January 1, 2016 $1,181.1 million January 8, 2016 $1,177.5 million (3) Consolidated Liquidity, as of the close of business on any Business Day from and after March 4, 2016 to be less than the amount specified: Week Ended Minimum Liquidity ---------- ----------------- March 4, 2016 $1,102.3 million March 11, 2016 $1,083.3 million March 18, 2016 $1,058.1 million March 25, 2016 $1,061.9 million April 1, 2016 $1,039.7 million April 8, 2016 $1,052.8 million April 15, 2016 $1,043.2 million April 22, 2016 $1,054.3 million April 29, 2016 $1,049.4 million May 6, 2016 $1,050.1 million May 13, 2016 $1,048.3 million May 20, 2016 $1,053.6 million (4) Consolidated Liquidity, as of the close of business on any Business Day following May 20, 2016 to be less than the amount as may be agreed among the parties. The Fifth DIP Amendment also contains a waiver of any default or event of default under the First Out DIP Credit Agreement that occurred on or prior to March 8, 2016 and that was actually and specifically known by the Administrative Agent on or prior to that date, including any default or event of default on account of any alleged failure by the Debtors to timely comply with the requirements of Section 5.17(c) of the First Out DIP Credit Agreement. A copy of the Waiver and Amendment No. 5 is available at http://1.usa.gov/1PlBejL About Alpha Natural Resources Headquartered in Bristol, Virginia, 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 August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. An Official Committee of Retired Employees has retained Tavenner & Beran, PLC, as bankruptcy counsel, Harman Claytor Corrigan & Wellman as special counsel, and Zolfo Cooper, LLC, as consultant and financial advisor. * * * Alpha Natural Resources on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the recently filed motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ALPHA NATURAL: Philip Cavatoni Steps Down as CFO ------------------------------------------------ Philip J. Cavatoni on March 15, 2016, notified Alpha Natural Resources, Inc. of his intention to voluntarily resign, effective as of March 23, 2016, from his position as Chief Financial and Strategy Officer. He will continue to serve as Executive Vice President until April 1, 2016. On March 18, 2016, the Company's Board of Directors elected Andrew Eidson to the position of Executive Vice President and Chief Financial Officer, effective as of the Transition Date. Mr. Eidson, 40, has served as the Senior Vice President, Strategy and Business Development for the Company's wholly-owned subsidiary Alpha Natural Resources Services, LLC since December 2015, having previously served as Vice President, Mergers and Acquisitions. Prior to joining the Company in July 2010, Mr. Eidson served in several financial positions across industry sectors, including at PricewaterhouseCoopers LLP, Eastman Chemical Company, and most recently at Penn Virginia Resource Partners, where he led mergers and acquisitions projects for the coal segment and managed the budgeting and planning process. Mr. Eidson holds a bachelor of science degree, cum laude, in commerce and business administration from the University of Alabama and a master of business administration degree from Milligan College. In connection with Mr. Eidson's appointment, the Compensation Committee of the Board approved an annual base salary of $400,000, effective as of the Transition Date. Other elements of Mr. Eidson's compensation have not yet been determined. This information will be provided by an amendment to this report within four business days after the information has been determined. "Andy has excelled in his prior positions at Alpha and I'm confident his experience, energy, and talent will ensure a smooth transition in his new role,' said Alpha's Chairman and CEO Kevin Crutchfield. "As Alpha continues to navigate its restructuring process, emerging leaders like Andy will be vital in shaping the organization's future.' Mr. Cavatoni has been with the company since 2009 and previously served as Executive Vice President and Chief Strategy Officer, as well as Treasurer and Executive Vice President, Finance and Strategy, before assuming the CFO role in March 2015. "Phil's strategic thinking and financial acumen have been valuable assets to Alpha over the past seven years,' said Crutchfield. "We wish him much success in his next endeavor.' About Alpha Natural Resources Headquartered in Bristol, Virginia, 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 August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. An Official Committee of Retired Employees has retained Tavenner & Beran, PLC, as bankruptcy counsel, Harman Claytor Corrigan & Wellman as special counsel, and Zolfo Cooper, LLC, as consultant and financial advisor. * * * Alpha Natural Resources on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the recently filed motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ANNA'S LINENS: Wants to Covert Bankruptcy Case to Chapter 7 ----------------------------------------------------------- Anna's Linens, Inc., asks the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, to convert its Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code. The Debtor relates that although it was working on a transaction that would preserve its going concern value through a plan of reorganization or sale of its operations, such efforts were not successful and the case transitioned into a liquidation. The Debtor further relates that the liquidation of the Debtor's assets has substantially concluded. It notes that the estate still retains substantial claims and causes of action which may be pursued for the benefit of all creditors. The Debtor tells the Court that the Official Committee of Unsecured Creditors ("Official Committee") requested that the Debtor remain in Chapter 11 and utilize its debtor in possession personnel and its professionals to prosecute certain claims and causes of action, which the Debtor has been doing. The Debtor further tells the Court that numerous matters and scheduled for hearing on March 23, 2016. The Debtor contends that the Official Committee has requested that the Debtor convert this case to one under Chapter 7 of the Bankruptcy Code promptly upon entry of orders resolving the matters scheduled for hearing on March 23, 2016, and that it agreed to do so. Anna's Linens is represented by: David B. Golubchik, Esq. Eve H. Karasik, Esq. Juliet Y. Oh, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310)229-1234 Facsimile: (310)229-1244 E-mail: dbg@lnbyb.com ehk@lnbyb.com jyo@lnbyb.com About Anna's Linens Anna's Linens is a specialty retailer offering home textiles, furnishings and decor at attractive prices. Headquartered in Costa Mesa, California, operates a chain of 268 company owned retail stores throughout 19 states in the United States (including Puerto Rico and Washington, D.C.) generates over $300 million in annual revenue and employs a workforce of over 2,500 associates. Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015. The case is assigned to Judge Theodor Albert. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor estimated assets of $50 million to $100 million and debt of $100 million to $500 million. The U.S. trustee overseeing the Chapter 11 case of Anna's Linens Inc. appointed seven creditors to serve on the official committee of unsecured creditors. ARCH COAL: Files Bankruptcy Rule 2015.3 Report ---------------------------------------------- Arch Coal Inc. and its affiliates filed a report with the U.S. Bankruptcy Court for the Eastern District of Missouri, disclosing that they directly hold all or substantially all of the equity interests in these companies: Companies Interest of Estate --------- ------------------ Arch of Australia PTY LTD 100% Arch Coal of Australia PTY LTD 100% Arch Coal Australia Holdings PTY LTD 100% Arch Coal Asia-Pacific PTE LTD 100% Arch Coal Europe Limited 100% Arch Coal UK Unlimited 85% Arch Receivable Company, LLC 100% The coal producer filed the report pursuant to Bankruptcy Rule 2015.3. The report is available for free at http://is.gd/NHkSC1 About Arch Coal Founded in 1969, Arch Coal, Inc. is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full- and part-time employees. Arch Coal, Inc. and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debts of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent The Official Committee of Unsecured Creditors tapped Spencer Fane LLP and Kramer Levin Naftalis & Frankel LLP as attorneys. ARCH COAL: Hires Davis Polk as Bankruptcy Counsel ------------------------------------------------- Arch Coal, Inc. has hired Davis Polk & Wardwell LLP as its bankruptcy counsel. Davis Polk will provide legal advice with respect to Arch Coal's duties as a debtor-in-possession, prepare court documents, and prosecute actions on behalf of the company. The firm will also take actions in connection with the formulation of the company's Chapter 11 plan and the administration of its estate. The firm will be paid on an hourly basis for its services and will receive reimbursement for work-related expenses. As of Jan. 11, 2016, the hourly rates range from $890 to $1,250 for partners, $955 for counsel, $375 to $870 for associates, and $270 to $445 for paraprofessionals. The firm does not hold or represent any interest adverse to Arch Coal's estates and is a "disinterested person" under section 101(14) of the Bankruptcy Code, according to a declaration by Brian Resnick, Esq., a partner at Davis Polk. About Arch Coal Founded in 1969, Arch Coal, Inc. is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full- and part-time employees. Arch Coal, Inc. and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debts of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent The Official Committee of Unsecured Creditors tapped Spencer Fane LLP and Kramer Levin Naftalis & Frankel LLP as attorneys. ARCH COAL: Hires Ernst & Young as Auditor, Tax Advisor ------------------------------------------------------ Arch Coal, Inc. has hired Ernst & Young LLP as its independent auditor and tax advisor. Ernst & Young will provide "core" audit services, which include auditing the company's financial statements for the year ended Dec. 31, 2015; auditing and reporting on the effectiveness of the company's internal control over financial reporting as of Dec. 31, 2015; and reviewing its unaudited interim financial information before the company files its Form 10-Q. The firm will also provide what it considers "non-core audit services," which include researching and accounting consultation services. Arch Coal has agreed to pay the firm a fee of $871,388 for the core audit services. Meanwhile, the company will compensate the firm for non-core audit services at these discounted hourly rates: Partner/Executive Director $750 - $850 Senior Manager $600 - $750 Manager $450 - $550 Senior $300 - $400 Staff $150 - $250 Intern $75 - $100 Ernst & Young will also provide tax advisory services to the company. The firm will be compensated for such services at these hourly rates: Partner/Executive Director $800 - $950 Senior Manager $700 - $800 Manager $550 - $650 Senior $250 - $450 Staff $150 - $200 Jeffrey Hoelscher, a partner at Ernst & Young, disclosed in a court filing that the firm does not hold or represent any interest adverse to the company, and is a "disinterested person" under section 101(14) of the Bankruptcy Code. About Arch Coal Founded in 1969, Arch Coal, Inc. is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full- and part-time employees. Arch Coal, Inc. and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debts of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent The Official Committee of Unsecured Creditors tapped Spencer Fane LLP and Kramer Levin Naftalis & Frankel LLP as attorneys. ARCH COAL: Hires FTI Consulting as Financial Advisor ---------------------------------------------------- Arch Coal Inc. has hired FTI Consulting Inc. as its restructuring financial advisor. FTI is tasked to: (1) meet with key management to discuss the company's current operations and liquidity position; (2) develop an understanding of the company's current operations, working capital and liquidity; (3) review the company's current financial position, financial forecasts and projected cash flows; (4) assist the company in developing a long-term business plan and related financial projections; (5) develop a detailed approach to preparing the company for its case in the most cost effective and efficient manner possible; (6) develop and implement a 13-week cash flow forecast; (7) coordinate the company's resources dedicated to the above initiatives; (8) assist the company in identifying, assessing and implementing procedures to control and conserve working capital; (9) assist in preparing financial information for distribution to various constituencies; (10) attend meetings; (11) assist in negotiations among the company and its creditors, suppliers, lessors and other interested parties; and (13) assist in developing a plan of reorganization and all appropriate bankruptcy filings necessary to obtain approval of the plan. Alan Boyko and Paul Hansen will lead the team of FTI's professionals, according to court filings. The firm will be paid on an hourly basis for its services and will receive reimbursement for work-related expenses. The hourly rates are as follows: Senior Managing Directors $800 – 975 Directors / Managing Directors $645 – 795 Consultants / Senior Consultants $355 – 575 Administrative / Paraprofessionals $125 – 250 Messrs. Boyko and Hansen will be invoiced at 80% of their standard hourly rates. Other FTI employees will be invoiced at their standard rates, according to court filings. Mr. Boyko, managing director of FTI, disclosed in a declaration that his firm does not hold or represent any interest adverse to Arch Coal's estate, and is a "disinterested person" under section 101(14) of the Bankruptcy Code. About Arch Coal Founded in 1969, Arch Coal, Inc. is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full- and part-time employees. Arch Coal, Inc. and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debts of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent The Official Committee of Unsecured Creditors tapped Spencer Fane LLP and Kramer Levin Naftalis & Frankel LLP as attorneys. ATLANTIC & PACIFIC: CPO Claim Excused From Admin. Bar Date ---------------------------------------------------------- U.S. Bankruptcy Judge Robert D. Drain has approved a stipulation between The Great Atlantic & Pacific Tea Company, Inc., and the Consumer Privacy Ombudsman (CPO), under which the parties expressly agree that the CPO is deemed to be an entity or person who need not file an administrative expense claim on or before the Administrative Bar Date to the extent that such claim is solely for services performed or reimbursement of expenses incurred, and such person or entity is seeking compensation for such services through timely filed monthly fee statements asserted in accordance with the Interim Compensation Order or through similar reporting mechanisms. The Consumer Privacy Ombudsman is represented by: Frejka PLLC Elise S. Frejka, Esq. 733 Third Avenue, 15th Floor New York, New York 10017 Tel: (212) 641-0800 About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing joint administration of the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates under lead case no. 15-23007. ATLANTIC & PACIFIC: PBGC to Pay Pension Benefits for Retirees ------------------------------------------------------------- The Pension Benefit Guaranty Corporation will pay retirement benefits for more than 21,000 current and future retirees of the Great Atlantic & Pacific Tea Co., a supermarket chain based in Montvale, N.J., that is commonly known as A&P. PBGC is stepping in because A&P has sold the majority of its assets in bankruptcy proceedings and most of the buyers declined to keep the plans going. The three plans that PBGC will assume ended on Nov. 30, 2015. The agency will pay all pension benefits earned by A&P retirees up to the legal maximum of $60,136 a year for a 65-year-old. Retirees will continue to get benefits without interruption, and future retirees can apply for benefits as soon as they are eligible. During the transition of shifting benefit payment responsibility to PBGC, participants who are in pay status in the company's pension plans will continue to receive benefits from A&P and its affiliates. PBGC is becoming responsible for these pension plans: (A) The Great Atlantic & Pacific Tea Co. Inc. Plan is 55 percent funded and has 14,783 participants. PBGC estimates that the plan has $135 million in assets to pay $244.4 million in benefit liabilities. The agency expects to cover $105.6 million of the $109.4 million shortfall. (B) The Pathmark Stores Inc. Pension Plan is 64 percent funded and has 6,278 participants. PBGC estimates the plan has $327.2 million in assets to pay $509.5 million in benefits liabilities. PBGC expects to cover nearly all of the $182.3 million shortfall. (C) The Delaware County Dairies Inc. Hourly Employees Pension Plan has no assets and covers eight people. The plan owes participants $100,000 in benefits. PBGC will cover the entire amount. (D) The New York-New Jersey Amalgamated Pension Plan for A&P Employees has not been terminated and is an ongoing plan. This plan is jointly administered by UFCW Local 464A and Acme Markets Inc. and has been renamed the New York-New Jersey Amalgamated Pension Plan for ACME Employees. A&P was founded in 1859 and at its height operated a number of supermarket brands such as SuperFresh, Pathmark, Waldbaum's and the Food Emporium. On July 19, 2015, A&P and 20 of its affiliates filed for Chapter 11 protection in the U.S. Bankruptcy Court in Manhattan. It was the company's second Chapter 11 filing in five years. A&P sought bankruptcy protection in December 2010 to restructure its operations and finances. While A&P came out of that previous bankruptcy with its pension plans ongoing, the company was unable to sustain profitability. PBGC protects the pension benefits of more than 40 million Americans in private-sector pension plans. The agency is directly responsible for paying the benefits of about 1.5 million people in failed pension plans. PBGC receives no taxpayer dollars and never has. Its operations are financed by insurance premiums, investment income, and with assets and recoveries from failed single-employer plans. ATNA RESOURCES: Seeks to Extend Removal Deadline to April 15 ------------------------------------------------------------ Atna Resources Ltd. asked the Bankruptcy Court to extend the time within which to remove actions by an additional 60 days to April 15, 2016. The Debtors submit that sufficient cause exists to grant the requested extension. Since the Petition Date, the Debtors have worked diligently and made significant progress with their restructuring efforts. They have successfully transitioned into chapter 11, continued to preserve and maximize value by maintaining the assets at their mine sites, and worked cooperatively and communicated extensively with the creditors, the Committee, and key suppliers and service providers. The Debtors have not had sufficient time to focus on evaluating their prepetition claims and causes of action and make an informed determination as to whether any or all of them should be removed. At this juncture, the Debtors' attention is more properly focused on working with their creditors and other key stakeholders and moving forward with their efforts to identify and pursue the best restructuring transaction available that will maximize value for these estates. Absent the requested extension, the Debtors' risk losing the ability to remove claims and causes of action, which could have negative consequences for the Debtors' estates. Furthermore, an extension of the Current Deadline will not prejudice any creditor and is not being sought for any improper purpose. To the contrary, an extension will allow the Debtors time to focus on making continued progress with their restructuring efforts and to evaluate and make an informed determination as to whether any claims or causes of action should be removed. Although the Debtors believe that they will have sufficient time to make such a determination if the extension is granted, it is possible that further extensions may be necessary or appropriate. Accordingly, the Debtors reserve the right to seek additional extensions of the Current Deadline and any extension thereof that the Court may grant in its discretion. About Atna Resources Headquartered in Lakewood, Colorado, Atna Resources Ltd. -- http://www.atna.com/-- is engaged in all phases of the mining business, including exploration, preparation of pre-feasibility and feasibility studies, permitting, construction and development, operation and final closure of mining properties. The Company owns or controls various properties with gold resources. The Company's production property includes Briggs Mine California and Pinson Mine Property, Nevada. The Company's development properties include Mag Pit at Pinson; Columbia Project, Montana and Briggs Satellite Projects, California. Its exploration properties include Sand Creek Uranium Joint Arrangement, Wyoming; Blue Bird Prospect, Montana and Canadian Properties, Yukon and British Columbia. Its Closure Property is Kendall, Montana. The Briggs mine is located on approximately 156 unpatented claims, including approximately 15 mill site claims, covering over 2,890 acres. The Company's Pinson Mine Property is located in Humboldt County, Nevada, over 30 miles east of Winnemucca. Atna Resources, Inc. and its direct and indirect subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Colo. Proposed Lead Case No. 15-22848) on Nov. 18, 2015. The petitions were signed by Rodney D. Gloss as vice president & chief financial officer. Atna also sought ancillary relief in Canada pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia in Vancouver, Canada. In its Chapter 11 petition, Atna estimated assets in the range of $10 million to $50 million and liabilities of $50 million to $100 million. Squire Patton Boggs (US) LLP serves as counsel to the Debtors. On Dec. 14, 2015, the Office of the United States Trustee for the District of Colorado appointed a statutory committee of unsecured creditors in the Chapter 11 Cases. The Committee tapped Onsager | Guyerson | Fletcher | Johnson as attorneys. AXION INT'L: Bank Objects to Bidding Motion, Prefers Stay Relief ---------------------------------------------------------------- Community Bank filed its objection to debtors Axion International, Inc., et al.'s amended motion seeking approval from the U.S. Bankruptcy Court for the District of Delaware of bidding procedures. "Community Bank objects to the Bid Procedures Motion because Community Bank seeks relief from the automatic stay, and intends to obtain its collateral outside the Bankruptcy case. But even if the stay relief motion is denied, Community Bank objects to the Bid Procedures Motion because it purports to permit the Debtors' to sell substantially all of their assets -- including the Community Bank Collateral -- to Mr. Kronstadt through a credit bid or an insufficient cash bid, even though certain of these assets (the Community Bank Collateral) are encumbered by Community Bank's first priority liens, and Community Bank has an absolute right to credit bid. The Bid Procedures Motion does not explain how the stalking horse bidder should be permitted to strip Community Bank's right to credit bid, or why it should be entitled to circumvent the first priority lien position of Community Bank in the Community Bank Collateral. Either the Debtors have made a mistake, or they actually seek to strip Community Bank of its liens through a contested sale hearing on the claims of Community Bank and value of the Community Bank Collateral. If the latter is true, it is even more objectionable given the lack of resources to market and sell the Debtors' assets, and the Debtors' failure to provide adequate protection for using Community Bank's assets in this case. Therefore, the Bid Procedures Motion should be denied unless Community Bank is recognized as the only initial qualified bidder for Lot 4, and unequivocally permitted to bid and obtain the Community Bank Collateral for an amount up to the full amount of its claim," Community Bank states in its Objection. Community Bank is represented by: Christopher P. Simon, Esq. Kevin S. Mann, Esq. CROSS & SIMON, LLC 1105 N. Market St., Suite 901 Wilmington, DE 19801 Telephone: (302)777-4200 Facsimile: (302)777-4224 E-mail: csimon@crosslaw.com kmann@crosslaw.com Axion International, Inc., and its affiliated debtors are represented by: Scott D. Cousins, Esq. Ashley B. Stitzer, Esq. Justin R. Alberto, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Telephone: (302)655-5000 Facsimile: (302)658-6395 E-mail: scousins@bayardlaw.com jalberto@bayardlaw.com About Axion International Axion International, Inc., et al., manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of Dec. 2, 2015, Axion had 70 employees. Axion International Holdings, Inc., is a publicly-traded company (AXIH), organized under Colorado law, with executive offices located in Zanesville, Ohio. As of the Petition Date, Holdings had 54,121,611 shares of common stock, par value $0.016 per share, traded on the OTCC Bulletin Board. Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015. The petitions were signed by Donald W. Fallon, the CFO and treasurer. Judge Christopher S. Sontchi has been assigned to the cases. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP serves as special counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esquire., at the Law Offices of Sandra Mayerson. AXION INT'L: Community Bank Seeks Standing to Sue ------------------------------------------------- Community Bank asks the U.S. Bankruptcy Court for the District of Delaware to grant it standing and authority to commence, prosecute, settle and recover certain causes of action on behalf of Debtors Axion International, Inc., et. al.'s estates. Community Bank is a substantial creditor of the Debtors' estates. The Debtors granted security interests to Community Bank, evidenced by Security Agreements and by UCC Filings in Ohio, Texas and Delaware. As of Jan. 29, 2016, the balance due on the Debtors' loan was $4,471,137. Community Bank alleges that the Debtors have grossly mismanaged their assets, and that the Debtors, as debtors-in-possession, actually sold assets after the Petition Date without notice or Court approval. It further alleges that the Debtors' conduct has not only impaired Community Bank's collateral and thus its claims, it has and will materially affect the claims of all general unsecured creditors. Community Bank relates that the Debtors filed their Bid Procedures Motion on Dec. 2, 2015, where an entity controlled by investor Allen Krondstadt, as stalking horse bidder, sought to use Mr. Krondstadt's loans to acquire substantially all of the Debtors assets. It further relates that the Official Committee of Unsecured Creditor's Standing Motion, details numerous issues with liens and claims of Mr. Krondstadt, and the Debtors' conduct related to assets and equipment. Community Bank notes that the Court granted the Committee Standing Motion and stated that the allegations made by the Official Committee are colorable claims for the recharacterization of the debt, as well as for equitable subordination. Community Bank relates that it has direct prepetition and post-petition claims against the Debtors, Mr. Kronstadt and current and former officers and directors of the Debtors. Community Bank further relates that it also has direct claims that assets in the Debtors' possession -- which the Debtors believe are securing claims of Mr. Kronstadt and the DIP Lender -- are actually Community Bank Collateral. Community Bank believes the conduct of Mr. Kronstadt and the DIP Lender, warrant granting a creditor -- Community Bank -- standing to pursue claims on behalf of the estate challenging and subordinating or recharacterizing the claims of Mr. Kronstadt and entities he controls. The Creditors Committee has informed the Court that it will not bring its claims against Mr. Krondstadt, deciding instead to support a plan of reorganization that will release Mr. Krondstadt and provide limited funds to general unsecured creditors. Community Bank contends that it wants to bring the claims the Court granted the Committee standing to pursue. Community Bank is represented by: Christopher P. Simon, Esq. Kevin S. Mann, Esq. CROSS & SIMON, LLC 1105 N. Market St., Suite 901 Wilmington, DE 19801 Telephone: (302)777-4200 Facsimile: (302)777-4224 E-mail: csimon@crosslaw.com kmann@crosslaw.com About Axion International Axion International, Inc., et al., manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of Dec. 2, 2015, Axion had 70 employees. Axion International Holdings, Inc., is a publicly-traded company (AXIH), organized under Colorado law, with executive offices located in Zanesville, Ohio. As of the Petition Date, Holdings had 54,121,611 shares of common stock, par value $0.016 per share, traded on the OTCC Bulletin Board. Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015. The petitions were signed by Donald W. Fallon, the CFO and treasurer. Judge Christopher S. Sontchi has been assigned to the cases. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP serves as special counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esquire., at the Law Offices of Sandra Mayerson. AXION INT'L: Community Bank Wants Cases Converted to Chapter 7 -------------------------------------------------------------- Community Bank asks the U.S. Bankruptcy Court for the District of Delaware to convert the Chapter 11 cases to Chapter 7 cases. Community Bank relates that the record in the cases shows debtors Axion International, Inc., et al., have, since the Petition Date, disregarded properly conducted chapter 11 cases, and shirked fiduciary duties owed by debtors-in-possession. Community Bank further relates that in numerous pleadings and evidentiary hearings in the Court, the Official Committee of Unsecured Creditors and other parties have repeatedly exposed misconduct by the Debtors. Community Bank tells the Court that it has discovered by its own investigation that the Debtors engaged in the improper sale of assets before the Petition Date, in abject disregard for representations and warranties, and in direct violation of loans, security agreements, and other covenants. Community Bank further tells the Court that it has recently learned that that practice continued after the Petition Date -- on at least one known occasion -- without notice, disclosure or Court Order. Community Bank contends that while it is continuing its investigation, the overwhelming evidence in the record in the cases shows that the Debtors have little interest in acting as fiduciaries, and instead, approach the process as a game, to be won for the Debtors' insider, at the expense of all other creditors. Community Bank further contends that the Debtors' disregard of the law and ignorance of their fiduciary duties warrants appointment of an objective, independent trustee who will act for all creditors. Community Bank's motion is scheduled for hearing on April 4, 2016 at 10:00 a.m. The deadline for the filing of objections to Community Bank's motion is set on March 28 at 4:00 p.m. Community Bank is represented by: Christopher P. Simon, Esq. Kevin S. Mann, Esq. CROSS & SIMON, LLC 1105 N. Market St., Suite 901 Wilmington, DE 19801 Telephone: (302)777-4200 Facsimile: (302)777-4224 E-mail: csimon@crosslaw.com kmann@crosslaw.com About Axion International Axion International, Inc., et al., manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of Dec. 2, 2015, Axion had 70 employees. Axion International Holdings, Inc., is a publicly-traded company (AXIH), organized under Colorado law, with executive offices located in Zanesville, Ohio. As of the Petition Date, Holdings had 54,121,611 shares of common stock, par value $0.016 per share, traded on the OTCC Bulletin Board. Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015. The petitions were signed by Donald W. Fallon, the CFO and treasurer. Judge Christopher S. Sontchi has been assigned to the cases. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP serves as special counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esquire., at the Law Offices of Sandra Mayerson. BH SUTTON: 341 Meeting of Creditors Set for April 6 --------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of BH Sutton Mezz LLC is set to hold a meeting of creditors on April 6, 2016, at 2:00 p.m., according to a filing with the U.S. Bankruptcy Court for the Southern District of New York. The meeting will take place at the Office of the U.S. Trustee, One Bowling Green, Room 511, Fifth Floor, New York. 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 BH Sutton New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D. NY Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president. The Hon. Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP represents the Debtor in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. BLUE EARTH: Enters Chapter 11, to File Plan in 30 Days ------------------------------------------------------ Blue Earth Inc., an alternative/renewable power generation solutions company, on March 21 disclosed that it has reached an agreement with Jackson Investment Group, LLC ("JIG"), a senior lender and a principal shareholder of the Company which declared a default on March 1, 2016 now equal to approximately $21,747,056 principal amount of indebtedness (plus all accrued and unpaid default principal amounts), interest (including default interest), expenses and fees (including late fees) to provide necessary financing in order to restructure the Company's operations. In order to facilitate the restructuring, Blue Earth on March 21 filed voluntary petitions for reorganization via Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for Northern District of California, San Francisco Division under the caption In re: Blue Earth, Inc., et al. The sole other entity filing is Blue Earth Tech, Inc., which employs the Company's operating personnel. No other subsidiaries are included as Chapter 11 debtors and are not expected to be impacted by the filing. However, all of the Company's subsidiaries are guarantors and their assets and stock are pledged to JIG and other secured lenders. JIG has committed to provide $1,000,000 of interim and up to $3,000,000 on a final basis in debtor-in-possession financing. This financing is subject to court approval and will be used to pay ongoing normal course of business obligations. The Company plans to submit a Chapter 11 Plan of Reorganization within the next thirty days, which is intended to address the claims of unsecured creditors and shareholders, as well, all subject to approval by the Bankruptcy Court. Blue Earth intends to move expeditiously through the bankruptcy process. Pachulski Stang Ziehl and Jones LLP is serving as legal advisor and EOS Capital Advisors LLC and Ice Glen Associates, LLC as the Company's valuation firms. About Blue Earth Inc. BBLU -- http://www.blueearthinc.com-- is engaged in the clean technology industry with a primary focus in alternative/renewable power generation sectors. It strives to participate in the global movement for a sustainable planet by offering products and services that will optimize energy use, reduce harmful environmental emissions and materially reduce energy costs to its customers. BOOMERANG TUBE: 2nd Amended Joint Plan Declared Effective --------------------------------------------------------- Boomerang Tube, LLC, et al., said in a filing with the U.S. Bankruptcy Court for the District of Delaware that the Effective Date of their Second Amended Joint Chapter 11 Plan occurred on Feb. 2, 2016. As reported by the Troubled Company Reporter on Feb. 1, 2016, Judge Mary F. Walrath, on Jan. 27, 2016, issued a findings of fact, conclusions of law, and order confirming the Debtors' Second Amended Joint Plan, after a majority of holders of claims entitled to vote on the Plan voted to accept the Plan. The Plan reduces the Debtors' funded debt obligations by converting approximately $214 million in outstanding principal of Term Loan Facility obligations into (i) 100% of the New Holdco Common Stock (subject to dilution for (x) issuances of equity under a management incentive plan not to exceed 5% of the total outstanding equity of New Holdco, and (y) by the Exit Term Facility Closing Fee) and (ii) $55 million of subordinated secured notes issued by New Opco. The Plan will be financed with the proceeds of the committed Exit Term Facility, which will be used to pay off the obligations under the DIP Term Facility, fund expenses under the Plan, and provide additional working capital to the Reorganized Debtors. The Debtors may also elect to enter into the Exit ABL Facility, which would be used to pay off the obligations under the DIP ABL Facility and provide additional working capital to the Reorganized Debtors. Holders of General Unsecured Claims are estimated to recover 4% to 6% of their total allowed claims. A full-text copy of Judge Walrath's Confirmation Order is available at http://bankrupt.com/misc/BTplanord0127.pdf The Reorganized Debtors are represented by: Robert S. Brady, Esq. Sean M. Beach, Esq. Ryan M. Bartley, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. BROWN MEDICAL: Bid to Dismiss Suit Against Hoffman Firm Granted --------------------------------------------------------------- Judge Nancy F. Atlas of the United States District Court for the Southern District of Texas, Houston Division, ruled on motions to dismiss the fraudulent transfer claims filed by the Brown Medical Center, Inc.'s Chapter 11 Plan Agent. Judge Atlas granted the motions to dismiss filed by Robert S. Hoffman, the Law Offices of Robert S. Hoffman, P.L.L.C., Jedediah D. Moffett, and Jedediah D. Moffett, P.C. (collectively, "Hoffman/Moffett"), Marshall Davis Brown, Jr., Pavlas, Brown & York, LLP, and Pavlas & Brown, LLP (collectively, "MDBrown") as to the actual fraud claims, but denied the motions as to the constructive fraud claims. Judge Atlas also dismissed all claims against Claudia Canales, P.C. and Claudia Canales (collectively, "Canales"), and Joseph Indelicato, Jr. and the Law Offices of Joseph Indelicato, Jr., P.C. (collectively, "Indelicato"). Elizabeth Guffy, the Plan Agent under the confirmed Chapter 11 Plan of Liquidation in the BMC bankruptcy, filed an adversary proceeding seeking to avoid certain attorneys fees and other payments to defendants Hoffman/Moffett, MDBrown, Canales and Indelicato as fraudulent transfers. Hoffman/Moffett and MDBrown represented Rachel Brown in her divorce proceedings against Michael Brown, the owner of 100% of the shares of BMC. Canales was appointed by the state court as an Amicus Attorney to represent the interests of the Browns' minor children. Indelicato was appointed by the state court as the Master in Chancery with authority over certain issues in the divorce proceedings. Guffy alleged that BMC had no independent legal obligation to make the transfers, which were for Brown's sole benefit, and asserted constructive fraudulent transfer claims under 11 U.S.C. Section 548(a)(1)(B) and under the Texas Uniform Fraudulent Transfer Act (TUFTA) Section 25.005(a)(2) and Section 25.006(a). Guffy also asserted claims of actual fraudulent transfers under Sections 528(a)(1)(A) and under TUFTA Section 25.005(a)(1). Judge Atlas held that Guffy adequately alleged her constructive fraudulent transfer claims under 11 U.S.C. Section 548(a)(1)(B) and the TUFTA. However, the judge found that Guffy has failed to allege a factual basis for the claim of actual fraud beyod the allegations of insolvency and inadequate consideration that support the constructive fraud claim. Absent allegations of fact that are stated with particularity, Judge Atlas thus granted the motions to dismiss the actual fraud claims as to all the defendants. Judge Atlas also dismissed all fraudulent transfer claims against the court-appointed attorneys whose payment of fees were pursuant to orders of the state court. The judge held that Canales is immune from suit for damages for her receipt of funds transferred pursuant to court order in connection with her appointment and service as the Amicus Attorney in the Brown divorce proceeding. Judge Atlas also held that Indelicato derived judicial immunity for the performance of the tasks the state court ordered him to undertake. The case is In re Brown Medical Center, Inc., Debtor. Elizabeth M. GUFFY, Plan Agent, Plaintiff, v. MARSHALL DAVIS BROWN, JR., et al., Defendants, Civil Action No. 16-0084 (S.D. Tex.). A full-text copy of Judge Atlas' March 2, 2016 memorandum and order is available at http://is.gd/1kOnv6from Leagle.com. Brown Medical Center, Inc. is represented by: Spencer D. Solomon, Esq. NATHAN SOMMERS JACOBS PC 2800 Post Oak Boulevard, 61st Floor Houston, TX 77056 Tel: (713)960-0303 Fax: (713)892-4800 Elizabeth Guffy is represented by: Aaron J Power, Esq. Amy Kathleen Wolfshohl, Esq. Joshua Walton Wolfshohl, Esq. Stephanie Lindsay Holcombe, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713)226-6000 Fax: (713)228-1331 Email: apower@porterhedges.com awolfshohl@porterhedges.com jwolfshohl@porterhedges.com sholcombe@porterhedges.com Marshall Davis Brown, Jr, Pavlas, Brown & York, LLP, Pavlas & Brown LLP are represented by: Preston T Towber, Esq. THE TOWBER LAW FIRM PLLC Jedediah D Moffet, Jedediah D. Moffet, P.C., Robert S Hoffman, Law Office of Robert S. Hoffman, P.L.L.C. are represented by: Tom Alan Cunningham, Esq. CUNNINGHAM DARLOW LLP 919 Milam Street, Suite 575 Houston, TX 77002 Tel: (713)255-5500 Fax: (713)255-5555 Email: tcunningham@cunninghamdarlow.com About Brown Medical Houston, Texas-based Brown Medical Center, Inc., is a management company that historically served as the epicenter of the operating business enterprise directly or indirectly owned or controlled by Michael Glyn Brown, including six surgery centers and related facilities. The Company sought protection under Chapter 11 of the Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr. S.D.Tex.). The case is assigned to Judge Marvin Isgur. Brown Medical Center is represented by Spencer D. Solomon, Esq., at Nathan Sommers Jacobs, P.C., in Houston, Texas. In November 2013, the Bankruptcy Court approved the appointment of Elizabeth M. Guffy as Chapter 11 trustee. The trustee hired Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F. Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas, Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel. The trustee tapped The Claro Group, LLC, as financial advisor and consultant. In its schedules, Brown Medical listed $13,807,746 in assets and $27,716,168 in liabilities. Brown Medical owes Crown Financial Funding, LP, the primary secured creditor, pursuant to a pre- bankruptcy promissory note in the original principal amount of $2 million, which indebtedness is secured by a security agreement from Allied Center for Special Surgery, Scottsdale, LLC covering accounts and accounts receivable which the Debtor has the right to collect. The plan of liquidation filed by the Chapter 11 trustee became effective on Oct. 1, 2014. Under the Plan, the remaining assets, including cash and the right to receive a portion of the net proceeds from ongoing collection of accounts receivable, will vest in the "liquidating debtor" -- the company after the effective date of the plan. BUFFETS LLC: Hires Bridgepoint to Provide CRO --------------------------------------------- Buffets, LLC, et al. seek authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Bridgepoint Consulting as financial advisors and provide William R. Patterson as chief restructuring officer for the Debtors, nunc pro tunc to the March 7, 2016 petition date. The services to be provided by Bridgepoint and the Bridgepoint Professionals may include the following: -- assist the Debtors and their counsel with general matters related to the filing of the Cases; -- review of financial information pertaining to the Debtors' assets, liabilities, cash flows, financial statements, and projections; -- produce a 13-week cash budget and operating projection; -- analyze payables and vendors to determine status under the Perishable Agriculture Commodities Act and critical vendor status; -- assess and determine, in conjunction with counsel and the Debtors, vendors with a payment priority, and communication strategy; -- perform a high level review of real estate leases regarding rents/taxes/default provisions; -- work with the Debtors, and their other professionals, to complete the schedules and the Statement of Financial Affairs, any amendments necessary, and the Monthly Operating Reports required by the Office of the United States Trustee; -- assist the Debtors and counsel with preparation for hearings, testimony, creditors meetings, and creation of supporting exhibits and motions needed during pendency of the Cases; -- assist the Debtors with exploring DIP financing, or a sale of any of the businesses or assets, if necessary; -- work with the Debtors and counsel to develop the appropriate plan and disclosure statement documents, including a liquidation analysis and estimation of creditor recoveries; -- assist the Debtors and counsel with litigation support and forensic analysis, where appropriate; -- review financial information exchanged between the Debtors and their creditors, any regulatory agencies, consultants, prospective investors or other third parties, as may be necessary or appropriate; -- the CRO shall be responsible for managing the "working group" of professionals who are assisting the Debtors in the reorganization process to improve coordination of their effort and work product to be consistent with the Debtors' overall restructuring goals; and -- the CRO and Bridgepoint shall perform such other services as may be agreed upon between the parties. The hourly billing rate for the CRO is $425. The hourly billing rates for any Additional Personnel will be at the rate of $60-$400, depending on the staff member assigned. Bridgepoint will also be reimbursed for reasonable out-of-pocket expenses incurred. In connection with the retention of Bridgepoint and Mr. Patterson by the Debtors, Bridgepoint received a prepetition retainer of $50,000. A portion of this retainer was disbursed prepetition to Bridgepoint for amounts incurred before the Petition Date. The balance of the retainer is $36,582.16 and will remain on account until the end of the case. Mr. Patterson 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. Bridgepoint can be reached at: William R. Patterson BRIDGEPOINT CONSULTING 6300 Bridge Point Pkwy #1-575 Austin, TX 78730 Tel: (512) 437-7900 Fax: (512) 437-7923 E-mail: bpatterson@bridgepointconsulting.com About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. CASA MEDIA: Third Exclusivity Extension Request Granted ------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida granted Casa Media Partners, LLC and Casa en Denver, Inc.'s third request for an extension of their exclusive periods. The Court extended the Debtors' exclusive period to file a chapter 11 plan and disclosure statement until March 22, 2016; and solicit acceptances for that plan until May 23, 2016. The Debtors related that they needed additional time as to the outcome of the settlement discussions between the parties may impact the terms of the Debtors' proposed plan. The Debtors and Bank of Commerce have been involved in substantive settlement discussions stemming from an in-person settlement conference held between the parties on July 9, 2015 in New York City. The Debtors are represented by: Michael C. Foster, Esq. Kristopher E. Aungst, Esq. TRIPP SCOTT, P.A. 110 S.E. 6th Street, 15th Floor Fort Lauderdale, FL 33301 Tel: (954) 525-7500 Fax: (954) 761-7500 E-mail: kea@trippscott.com mcf@trippscott.com About Casa Media Casa Media Partners, LLC, and Casa en Denver, Inc. commenced Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741 and 15-16746) in Miami, Florida on April 15, 2015. The petition was signed by Juan Salvador Gonzalez, the chief financial officer. Judge Hon. Robert A Mark presides over the cases. The Debtors are represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as their counsel. According to the docket, the deadline to file claims for governmental units is on Oct. 13, 2015. CHAMPION INDUSTRIES: Incurs $270,000 Net Loss in First Quarter -------------------------------------------------------------- Champion Industries, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $270,372 on $15.92 million of total revenues for the three months ended Jan. 31, 2016, compared to a net loss of $467,818 on $14.80 million of total revenues for the three months ended Jan. 31, 2015. As of Jan. 31, 2016, the Company had $22.89 million in total assets, $21.15 million in total liabilities and $1.74 million in total shareholders' equity. As of Jan. 31, 2016, the Company had cash of $39,000. This is compared to $0.5 million at the Company's fiscal year end Oct. 31, 2015. This change is strictly timing and is dependent on collection of accounts receivable and subsequent disbursement to vendors. The Company has been able to successfully operate under this condition for almost two years, and during this time has maintained stability in payments to its vendors and thus restored its good credit standing. According to the Company, this has been accomplished by communicating with its vendors and establishing consistency in payment of trade payables as well as monitoring collections of trade receivables. The Company anticipates being able to continue this so long as it is able to keep operating losses in line with prior years, at a minimum. In the near term the Company believes it will be able to accomplish this and thus continue its recovery efforts. At Jan. 31, 2016, the Company had working capital of $1.6 million. This working capital figure includes $2.5 million in debt owed to the Company's Chairman of the Board of Directors that it anticipates converting to preferred equity in the near term. A full-text copy of the Form 10-Q is available for free at: http://is.gd/QJ3HDL About Champion Industries Champion Industries, Inc., is engaged in the commercial printing and office products and furniture supply business in regional markets east of the Mississippi River. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia with a total daily and Sunday circulation of approximately 23,000 and 28,000. Champion Industries reported a net loss of $1.19 million on $61.28 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $1.13 million on $63.52 million of total revenues for the year ended Oct. 31, 2014. CHARTER FACILITIES: S&P Lowers Rating on $16.99MM Bonds to 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'B-' from 'BB-' on Indiana Finance Authority's $16.99 million series 2013A educational facilities revenue bonds and $260,000 series 2013B taxable educational facilities revenue bonds, both issued for Charter Facilities Management Indianapolis LLC (on behalf of Lighthouse Academies of Indianapolis Inc. or LAI). The outlook is stable. "The downgrade reflects our view of multi-year covenant violations by LAI resulting from declining operations and declining unrestricted reserves in draft audit fiscals 2015 and 2014," said Standard & Poor's credit analyst Robert Dobbins. "We understand that operations suffered, in part, as a result of the Monument Lighthouse Charter School closure," Mr. Dobbins added. LAI schools are located in the greater Indianapolis area. Indianapolis' youth population is projected to decline by 1.2% over the next five years, which S&P anticipates will decrease demand for primary education services over time. CLEVELAND BIOLABS: Provides Update on Pre-EUA Review of Entolimod ----------------------------------------------------------------- Cleveland BioLabs, Inc., announced an update on the regulatory review of its pre-Emergency Use Authorization (pre-EUA) submission for entolimod as a radiation countermeasure following the receipt of minutes from a recent meeting with the U.S. Food and Drug Administration. As part of the company's response to pre-EUA review comments received from the FDA, a meeting was held with the Agency to discuss various aspects of entolimod manufacturing. At this meeting, and subsequently confirmed by the FDA's official minutes of the meeting, it was determined that an in vivo study will be necessary to establish bio-comparability between the entolimod drug formulation proposed for use under the pre-EUA and the drug formulation used in previously conducted preclinical and clinical studies. The FDA indicated that further review of the pre-EUA dossier would not proceed until these bio-comparability data have been evaluated by the Agency. The design of the bio-comparability study is currently in development and will need to be agreed upon with the FDA before the study is executed. Yakov Kogan, PhD, MBA, chief executive officer of Cleveland BioLabs, commented, "While this FDA request has temporarily slowed our progress, we remain fully committed to the pursuit of pre-EUA status and commercialization for entolimod. We will provide further updates regarding the estimated timing for performance and reporting of the study once the design is finalized. Our goals are to satisfy the FDA's request and facilitate continued regulatory review of the pre-EUA dossier for entolimod as soon as possible." About Cleveland BioLabs Cleveland BioLabs, Inc. (NASDAQ: CBLI) is a biopharmaceutical company developing novel approaches to activate the immune system and address serious unmet medical needs. The Buffalo, New York-based company's proprietary platform of toll-like immune receptor activators has applications in radiation mitigation, oncology immunotherapy and vaccines. Cleveland reported a net loss of $13.04 million on $2.70 million of grants and contracts revenues for the year ended Dec. 31, 2015, compared to net income of $35,366 on $3.70 million of grants and contracts revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Cleveland Biolabs had $20.88 million in total assets, $5.84 million in total liabilities and $15.03 million in total stockholders' equity. CONGREGATION BIRCHOS: Court to Hear Plan Confirmation March 24 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on March 24 to consider approval of the Chapter 11 plan of reorganization proposed by TD Bank N.A. for Congregation Birchos Yosef. The proposed plan calls for the swift sale of Congregation Birchos' real property. Proceeds from the sale will be used to pay creditors in full. Under the plan, TD Bank's $9.2 million secured claim will be paid from the sale proceeds. In case the net proceeds are less than the amount of the secured claim, the deficiency portion will be treated as an unsecured claim. General unsecured claims estimated at $1 million will be paid in full from the available cash or the litigation proceeds. Meanwhile, mechanic's lien claims), if allowed, will be paid from the net proceeds from the sale of the 201 Route 306 property, according to court filings. About Congregation Birchos Yosef Congregation Birchos Yosef is a religious corporation which was formed on Jan. 16, 1985 for the purposes of creating and maintaining a "House of Worship" in accordance with the traditions of the Hebrew faith and to serve and advance the affairs of the surrounding community under the leadership of the Grand Rebbe of Nikolsburg. Its principal office is located at 201 Route 306, Monsey, New York. It has real properties located in Spring Valley and Monsey, New York. Congregation Birchos Yosef sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26, 2015. Breindy Lebovits, the vice-president, signed the petition. The Debtor estimated assets and debt of $10 million to $50 million. On May 4, 2015, the Debtor won approval to hire (i) Pick & Zabicki LLP as its counsel, (ii) Frances M. Caruso as its bookkeeper and (iii) Montalbano, Condon & Frank, P.C. as special counsel for real property tax-related matters. On May 18, the Court authorized the Debtor's retention of Levine & Associates, PC as special litigation counsel. On Sept. 11, 2015, the Court approved the retention of The Law Offices of David Carlebach, Esq. as the Debtor's substituted bankruptcy counsel. On Nov. 11, 2015, the Debtor filed a stipulation of substitution of counsel, reflecting that The Law Offices of Allen A. Kolber, Esq. will serve as the Debtor's substituted bankruptcy counsel. CRAIG ENERGY: Chapter 11 Case Converted to Chapter 7 ---------------------------------------------------- Craig Energy, LLC, sought and obtained from Judge Howard R. Tallman, of the U.S. Bankruptcy Court for the District of Colorado, an order converting its Chapter 11 case to a liquidation under Chapter 7. The Debtor related that none of the limitations set forth in Section 1112(a) of the Bankruptcy Code apply to its Chapter 11 bankruptcy case. The Debtor contended that its request to convert its case is made in good faith and is not an abuse of process. The Debtor further contended that there are no other extraordinary circumstances that would limit the Debtor's absolute right to convert. Craig Energy, LLC, is represented by: John C. Smiley, Esq. Harrie F. Lewis, Esq. LINDQUIST & VENNUM LLP 600 17th Street, Suite 1800 South Denver, CO 80202-5441 Telephone: (303)573-5900 Facsimile: (303)573-1956 E-mail: jsmiley@lindquist.com hlewis@lindquist.cin About Craig Energy Craig Energy, LLC and Craig Energy Holdings, LLC filed for Chapter 11 protections (Bankr. D. Colo. Case Nos. 16-11308 and 16-11318) on Feb. 19, 2016. The Hon. Howard R Tallman presides over the cases. Craig Energy disclosed total assets of $26.2 million and total liabilities of $45.4 million. Holdings, LLC disclosed total assets of $0 and total liabilities of $35.2 million. Harrie F. Lewis, Esq., and John C. Smiley, Esq., at Lindquist & Vennum LLP - Denver, represent the Debtors in their restructuring effort. DANIER LEATHER: Makes Assignment Under Canada's BIA --------------------------------------------------- Danier Leather Inc. on March 21 disclosed that, with the authorization and approval of its board of directors (the "Board"), on March 21, 2016 the Company voluntarily made an assignment in bankruptcy pursuant to the provisions of the Bankruptcy and Insolvency Act (Canada) ("BIA"). The Company also disclosed that all of the directors of Danier have resigned with effect immediately upon the assignment in bankruptcy. KSV Kofman Inc. has been appointed as the trustee in connection with the bankruptcy proceedings (the "Trustee"). Danier has also obtained an order of the Ontario Superior Court of Justice appointing KSV Kofman Inc. as receiver over all of its property, assets and undertaking. The receivership will run concurrently with the bankruptcy and is intended to, among other things, facilitate an orderly wind-down of the Company. As previously announced, as a result of the Company's ongoing financial difficulties and after extensively exploring its restructuring and strategic alternatives, on February 4, 2016 the Company commenced insolvency proceedings by filing a notice of intention to make a proposal (the "NOI") pursuant to the BIA. In connection with the proposal proceedings, the Company conducted a sale and investor solicitation process (the "SISP"), which process has since been completed. The Trustee acted as the proposal trustee under the NOI proceedings. Following the Company's prior announcement of the filing of the NOI under the BIA, trading in the Company's subordinate voting shares (the "Shares") on the Toronto Stock Exchange ("TSX") was suspended and the TSX delisted the Shares effective at the close of business on March 17, 2016 for failure to meet the TSX's continued listing requirements. On February 17, 2016, the Company's principal securities regulator, the Ontario Securities Commission, issued a cease trade order that ceased all trading in securities of the Company for failure to file certain continuous disclosure materials. About Danier Leather Danier Leather Inc. (CA:DLSV) -- http://www.danier.com-- is a designer, manufacturer, and retailer of high-quality leather and suede clothing and accessories. The Company's merchandise is marketed exclusively under the Danier brand name and is available at its shopping mall, street-front and outlet stores as well as the online store. DETECTOR EXPLORATION: Board Members Step Down After Receivership ---------------------------------------------------------------- Detector Exploration Ltd. on March 17 disclosed that effective immediately Stephen N. Ewaskiw and Kevin J. Keenan have resigned as Directors of Detector Exploration Ltd. All members of The Board of Director's of Detector Exploration Ltd. have resigned as of March 17, 2016. Detector Exploration Ltd. fell into insolvency on February 22, 2016 at which time Hardie & Kelly were accepted as Receivers according to Receivership Action (No. 1601-01680) of The Court of Queen's Bench of Alberta. Detector Exploration Ltd. is a Canada-based exploration company. The Company is engaged in the exploration for and development of oil and natural gas properties in western Canada. DF SERVICING: Files Amended Schedules of Assets & Liabilities ------------------------------------------------------------- DF Servicing, LLC, filed with the U.S. Bankruptcy Court for the District of Puerto Rico its amended schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $2,160,000 B. Personal Property 92,501,859 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $99,948,965 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $59,844,292 ----------- ----------- Total $94,661,859 $159,793,257 A copy of the amended schedules is available for free at: http://is.gd/LCYtJ8 About DF Servicing Engaged in the business of purchase and sale of construction projects, DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC, and DF Holdings LLC filed Chapter 11 bankruptcy petitions (Bankr. D.P.R. Case Nos. 15-10253 to 15-10256) on Dec. 24, 2015. The petitions were signed by Mark Mashburn, the president. Charles A Cuprill, PSC Law Office, serves as counsel to the Debtors. DF SERVICING: Joint Administration of Cases Granted --------------------------------------------------- U.S. Bankruptcy Judge Enrique Lamoutte Inclan has approved the administrative consolidation of the Chapter 11 cases of DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC, and DF Holdings LLC. The Chapter 11 cases will be consolidated and jointly administered under Case No. 15-10253. About DF Servicing Engaged in the business of purchase and sale of construction projects, DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC, and DF Holdings LLC filed Chapter 11 bankruptcy petitions (Bankr. D.P.R. Case Nos. 15-10253 to 15-10256) on Dec. 24, 2015. The petitions were signed by Mark Mashburn, the president. Charles A Cuprill, PSC Law Office, serves as counsel to the Debtors. DUCOMMUN INC: S&P Affirms 'B+' CCR, Outlook Remains Positive ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has affirmed all of its ratings, including its 'B+' corporate credit rating, on Ducommun Inc. The outlook remains positive. "The affirmation reflects our expectation that, despite the company's weak results in 2015, Ducommun's credit ratios will improve to our previously forecasted levels by the end of 2016 as management's debt reduction efforts offset the company's weaker earnings," said Standard & Poor's credit analyst Tennille Lopez. "We expect the company's debt-to-EBITDA metric to decline below 3.5x while its FFO-to-debt ratio increases to around 20% over the next 12 months." The positive outlook reflects that, although S&P expects Ducommun's revenues to decline further in 2016 because of its recent divestitures and flat military sales, the company's credit ratios and EBITDA margins should still improve as it uses its free cash flow to reduce its debt and management continues to implement cost-savings initiatives. S&P could revise its outlook on Ducommun to stable if the company's sales and earnings decline by more than S&P expects in 2016, most likely due to lower-than-expected military demand or an inability to reduce its costs. S&P could also revise the outlook to stable if the company fails to reduce its debt because of acquisitions, leading it to post a FFO-to-debt ratio of less than 15% or a debt-to-EBITDA metric approaching 4x. S&P could raise its rating on Ducommun over the next 12 months if it continues to reduce its debt and its cost-reduction efforts improve its earnings such that its FFO-to-debt ratio rises above 20% and its debt-to-EBITDA metric falls below 3.5x. EIDOS LLC: Rejects Stairway's Bid for Dismissal of Case ------------------------------------------------------- Eidos, LLC, and its affiliated debtors submitted to the U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, an objection to the motion filed by Stairway Capital Management II L.P. seeking the dismissal of their Chapter 11 cases, or in the alternative, relief from the automatic stay. The Debtors tell the Court that they filed their bankruptcy cases in good faith seeking bankruptcy relief in an effort to preserve and protect their assets for the benefit of all creditors. The Debtors further tell the Court that their principal assets are: (i) patents and a related patent enforcement action ("ALPS Enforcement Action"); (ii) a certain Contingent Loss Reimbursement Policy ("Insurance Policy"); (iii) claims against their insurer, Ironshore Specialty Insurance Company ("Ironshore"); and (iv) claims against Stairway, their lender. The Debtors contend that while these assets have significant value far exceeding the amount of the debt owed to their creditors, the Debtors currently have no funds with which to pursue or protect these assets. "Having no means to finance the ALPS Enforcement Action and resolve clams against and asserted by Stairway and Ironshore, the Debtors had no choice but to file the chapter 11 cases. The Debtors filed these cases to invoke the powers and protections of the Bankruptcy Code and this Court to preserve their assets for the benefit of creditors. They also filed these cases to resolve years of unnecessary and expensive litigation with Stairway that directly results from Ironshore's failure to honor the $25 million Insurance Policy. The Debtors intend to reorganize and monetize their assets through the prosecution of the ALPS Enforcement Action, thereby generating funds exceeding the claims of all creditors in these cases, including the secured claim of Stairway," the Debtors contend. Stairway Capital's Reply to Debtors' Objection Stairway Capital Management II L.P. contends that the Debtors' objection is premised on unsupported statements that "the Debtors lack the financial ability to proceed with the ALPS Enforcement Action or with an ongoing proceeding before the [AAA]" and that "the Debtors currently have no counsel to represent them in the ALPS Enforcement Action or the Arbitration[.]" Stairway further contends that these purported "facts" are purely of the Debtors' creation and self-inflicted solely by their bad faith chapter 11 filings. "At no time over the past five years of litigation, did Dentons EVER seek to withdraw because the Debtors could not afford to continue to defend themselves or prosecute their affirmative claims either in the Arbitration or the ALPS Patent Litigation. No motion has EVER been filed in any court or before the AAA to stay the Arbitration under the guise that the Debtors could not afford to proceed or that Dentons would withdraw," Stairway avers. Eidos, LLC, and its affiliated debtors are represented by: Donald F. King, Esq. Alexander M. Laughlin, Esq. Lauren Friend Mckelvey, Esq. ODIN FELDMAN & PITTLEMAN PC 1775 Wiehle Avenue, Suite 400 Reston, VA 20190 Telephone: (703)218-2100 Facsimile: (703)218-2160 E-mail: donking@ofplaw.com alex.laughlin@ofplaw.com lauren.mckelvey@ofplaw.com Counsel for Stairway Capital Management II L.P. is represented by: G. David Dean, Esq. Jonathan A. Grasso, Esq. COLE SCHOTZ P.C. 300 East Lombard Street, Suite 1450 Baltimore, MD 21202 Telephone: (410)528-2972 Facsimile: (410)528-9402 E-mail: ddean@coleschotz.com jgrasso@coleschotz.com - and - Michael D. Sirota, Esq. David M. Bass, Esq. COLE SCHOTZ P.C. 1325 Avenue of the Americas, 19th Floor New York, NY 10019 Telephone: (212)752-8000 Facsimile: (212)752-8393 E-mail: msirota@coleschotz.com dbass@coleschotz.com About Eidos, LLC On Feb. 4, 2016, Eidos LLC and six affiliated debtors each filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Eastern District of Virginia (Alexandria). The cases are assigned to Judge Brian F. Kenney. The Debtors have tapped Odin, Feldman & Pittleman P.C. as their legal counsel. Eidos LLC estimated assets of $100 million to $500 million and debt of $50 million to $100 million. EVANS & SUTHERLAND: Incurs $1.27 Million Net Loss in 2015 --------------------------------------------------------- Evans & Sutherland Computer Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.27 million on $35.3 million of sales for the year ended Dec. 31, 2015, compared to a net loss of $1.30 million on $26.5 million of sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $23.4 million in total assets, $24.1 million in total liabilities and a $646,000 total stockholders' deficit. Liquidity The Company has experienced recurring annual losses since 2007, except for 2013. On April 21, 2015, the Company executed an agreement which terminated its defined benefit pension plan and settled the Pension Plan's liabilities in exchange for an obligation to pay to the Pension Benefit Guaranty Corporation $10.50 million over twelve years and issue to the PBGC 88,117 shares of E&S treasury stock. In addition, the Pension Settlement Agreement has led to a new banking relationship and improved credit capacity. Aided by prior cost reduction efforts and improved sales volume, for the year ended Dec. 31, 2015, the Company has generated profitable results before recording the pension expense and a charge for the settlement of the Pension Plan. The Company is no longer incurring expenses related to the terminated Pension Plan but as of Dec. 31, 2015, is responsible for eleven annual installment payments of $750,000 to the PBGC. Management believes that the Company's unrestricted cash balances totaling $3.73 million as of December 31, 2015 and improved credit capacity and forecasted operations provide sufficient resources to meet the Company's obligations, including the terms of the Pension Settlement Agreement, through at least the end of 2016. A full-text copy of the Form 10-K is available for free at: http://is.gd/yvfG2v About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. FORESIGHT APPLICATIONS: Jury Trial in Suit vs. DRS to Begin Aug. 22 ------------------------------------------------------------------- Judge Robert E. Blackburn of the United States District Court for the District of Colorado has issued a Second Trial Preparation Conference Order stating that trial by jury in the case captioned FORESIGHT APPLICATIONS & SYSTEMS TECHNOLOGIES, LLC, Plaintiff, v. DOCUMENT RECOVERY SOLUTION, LLC, et al, Defendants, Civil Action No. 14-cv-03169-REB (D. Colo.), will commence August 22, 2016 at 8:30 a.m. (MDT), in courtroom A1001, located on the 10th Floor North, of the Alfred A. Arraj, United States Courthouse Annex, 901 19th Street, Denver, Colorado 80294. A combined Final Pretrial Conference and Trial Preparation Conference will commence on July 28, 2016, at 10:00 a.m. (MDT) in courtroom A1001. The bankruptcy case is In re: FORESIGHT APPLICATIONS & SYSTEMS TECHNOLOGIES, LLC, Chapter 11, Debtor, Bankruptcy Case No. 13-13290-SBB, Adversary Proceeding No. 14-01237-SBB (Bankr. D. Colo.). A full-text copy of Judge Blackburn's March 3, 2016 order is available at http://is.gd/GEQKpYfrom Leagle.com. Foresight Applications & Systems Technologies, LLC is represented by: Devon Joseph Eggert, Esq. Elizabeth L. Janczak, Esq. Terrence Joseph Sheahan, Esq. FREEBORN & PETERS 311 South Wacker Drive Suite 3000 Chicago, IL 60606 Tel: (312) 360-6000 Fax: (312) 360-6520 Email: deggert@freeborn.com ejanczak@freeborn.com Document Recovery Solution, LLC and Joshua Dinar are represented by: David Michael Miller, Esq. BERENBAUM WEINSHINK, PC Harvey Sender, not individually but solely as chapter 7 trustee for the estate of Foresight Applications & Systems Technologies, LLC, Trustee, is represented by: Devon Joseph Eggert, Esq. Terrence Joseph Sheahan, Esq. FREEBORN & PETERS 311 South Wacker Drive Suite 3000 Chicago, IL 60606 Tel: (312) 360-6000 Fax: (312) 360-6520 Email: deggert@freeborn.com About Foresight Applications Foresight Applications & Systems Technologies, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 7, 2013 (Bankr. D. Colo., Case No. 13-13290). The case is assigned to Judge Sidney B. Brooks. The Debtor's counsel is John C. Smiley, Esq., at Lindquist & Vennum PLLP, in Denver, Colorado. FORESIGHT ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate rating on St. Louis-based Foresight Energy L.P. to 'D' from 'CCC-'. S&P also lowered its issue-level rating on the partnership's first-lien debt to 'D' from 'CCC+'. In addition, S&P lowered its issue-level rating on the company's senior unsecured notes to 'D' from 'CCC-'. "We consider a timely payment to be no later than the stated grace period or 30 calendar days," said Standard & Poor's credit analyst Vania Dimova. "The 'D' rating reflects Foresight's failure to make a timely interest payment. The company has triggered multiple default events as a result of the missed payment." As of Feb. 29, 2016, Foresight had approximately $21.9 million cash on hand and approximately $50 million of interest payments due in the next six months on its outstanding debt. The company does not have access to its $550 million revolving credit facility due to the Dec. 4, 2015 court opinion. Foresight was in compliance with the covenants under the revolving credit agreement as of Dec. 31, 2015; however, there is uncertainty over its ability to comply with the covenants in 2016 due to the difficult coal market conditions and a material liquidity shortage. This also reflects the inclusion of a going-concern explanation by the company's auditors in its 2015 consolidated financial statements. FREEDOM COMMUNICATIONS: Court Approves Asset Sale to Digital First ------------------------------------------------------------------ Noah Smith and Ravi Somaiya, writing for The New York Times' DealBook, reported that Tribune Publishing won an auction for the assets of Freedom Communications, the parent company of The Orange County Register and The Press-Enterprise of Riverside, Calif. A bankruptcy judge, however, on March 21, approved the sale of Freedom to Digital First Media, Inc., the stalking horse bidder. As previously reported by The Troubled Company Reporter, Tribune Publishing, which also owns The Los Angeles Times, The San Diego Union-Tribune, and The Chicago Tribune, was ultimately declared the winning bidder at the March 16 bankruptcy auction. The $56 million deal, however, is being challenged by the U.S. government, which filed a lawsuit on March 17 in U.S. District Court in Los Angeles, Calif. The goverment seeks to block Tribune from closing its acquisition of Freedom's assets, saying the sale poses antitrust issues. The move was followed by a temporary restraining order, the DealBook said. According to the report, because Freedom Communications is in bankruptcy proceedings and will run out of operating capital by the end of the month, the company applied to be allowed to name Digital First Media as the successful bidder. Its offer was about $52 million, the news agency noted. "The Tribune bid was more money to our constituents, but we have to work with what is achievable and what is not, within the time frame," Robert J. Feinstein of the law firm Pachulski Stang Ziehl & Jones, which works for the committee representing the creditors of Freedom Communications, told the DealBook. Tribune Publishing, the DealBook said, did not raise any objections at the March 21 hearing, but Jeremy Rosenthal, a lawyer for the company, called the Justice Department's assessment of the state of competition in the newspaper industry "antiquated and unrealistic." The government had failed to take into account the fact that the media landscape had fundamentally changed, Mr. Rosenthal told the news agency. The web and social media, not The Los Angeles Times, were the main alternatives to the local papers for those seeking news, he added. William J. Kolasky, a lawyer for Digital First Media, which also owns other California newspapers, including The Los Angeles Daily News and The San Jose Mercury News, told the DealBook that the action by the Justice Department was unusual because, in his experience, lawyers most often consult with the government at earlier stages of a bankruptcy sale. About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015, with the intention of selling their assets to a group of local investors led by Rich Mirman,Freedom's chief executive officer and publisher. Richard E. Mirman, the chief executive officer, signed the petitions. Freedom Communications Holdings estimated both assets and liabilities in the range of $10 million to $50 million. Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel. FRONTIER STAR: Approval of Western Alliance Settlement Sought ------------------------------------------------------------- P. Gregg Curry, Chapter 11 Trustee, asks the U.S. Bankruptcy Court for the District of Arizona, to approve the Settlement and Compromise that he has entered into with Western Alliance Bank. The Debtors are obligated to Western Alliance under a certain Loan Agreement and associated documents in the approximate amount of $25 million. The Chapter 11 Trustee obtained a postpetition financing facility from Western Alliance in the amount of $7.9 million, which includes $5 million for the Trustee's operations. The Chapter 11 Trustee relates that he has been able to limit draws on the DIP Facility, which had a balance of approximately $3.4 million as of February 29, 2016. Western Alliance asserts a lien on substantially all of the Debtors' assets. The Chapter 11 Trustee tells the Court that he has investigated the validity, priority, and extent of Western Alliance's liens, as well as potential avoidance actions that he could assert against Western Alliance. The Chapter 11 Trustee further tells the Court that in connection with the proposed sale of substantially all of the Debtors' assets to Starcorp LLC, he has negotiated with Western Alliance to reach a compromise regarding Western Alliance's liens and the disposition of the proceeds of the sale. The Settlement contains, among others, these principal terms: (a) Private Sale of Assets: Because the parties believe that no other parties who are qualified Carl's Jr. and Hardee's franchisees are likely to be willing and able to purchase the Assets at a higher price than that offered by the Buyer, and in the interest of closing the transaction sooner and thereby preserving value, the Sale Motion will be modified to request that the Assets be sold to the Buyer for a base purchase price of $41 million without further bidding or an auction process. (b) Pizza Revolution Proceeds: The net proceeds of the sale of the assets of the Debtors' non-debtor subsidiary Pizza Revolucion, LLC will be paid to Western Alliance for application to the Debtors' obligations. (c) Equipment Loan/Lease Claims: Up to $1.3 million of the Sale Proceeds will be made available to permit the Trustee to satisfy cure obligations or payoff amounts owed to lessors or lenders with interests in equipment that is or may be included in the Assets transferred to the Buyer, if the Buyer does not assume these obligations. To the extent that these funds are not required for these purposes, any excess will be paid to Western Alliance for application to the Debtors' obligations. (d) Franchisor Cure Obligations: $6.75 million of the Sale Proceeds and possibly additional amounts, will be made available to permit the Trustee to satisfy cure obligations under the Debtors' leases and franchise agreements with Carl's Jr. Restaurants LLC and Hardee's Restaurants LLC (the "Franchisors"). Since the filing of the Sale Motion, the Trustee and the Franchisors have agreed to an aggregate cure obligation of $6.75 million, plus certain unliquidated amounts, for these agreements. (e) Other Secured Claims: $1.827 million of the Sale Proceeds will be made available to permit the Trustee to satisfy state and local tax claims, mechanics' liens, and materialmen's liens that have priority over the liens of Western Alliance. To the extent that these funds are not required for these purposes, any excess will be paid to Western Alliance for application to the Debtors' obligations. P. Gregg Curry, Chapter 11 Trustee, is represented by: Robert J. Miller, Esq. Bryce A. Suzuki, Esq. Justin A. Sabin, Esq. BRYAN CAVE LLP Two North Central Avenue, Suite 2200 Phoenix, AZ 85004 Telephone: (602)364-7000 E-mail: rjmiller@bryancave.com bryce.suzuki@byrancave.com justin.sabin@bryancave.com - and - Michael W. Carmel, Esq. MICHAEL W. CARMEL LTD. 80 E. Columbus Ave. Phoenix, AZ 85012 Telephone: (602)264-4965 Facsimile: (602)277-0144 E-mail: Michael@mcarmellaw.com About Frontier Star Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC are large Carl's Jr. and Hardee's franchisees operated by three grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger chain, now owned by parent company CKE Restaurants, Inc. The grandchildren include the LeVecke siblings Carl, Margaret and Jason, who is listed as chief executive officer/manager of both companies. The LeVecke siblings had more than 130 Carl's Jr. and Hardee's franchises in seven states and Puerto Vallarta, Mexico, as of late 2013. Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on July 27, 2015. The petitions were signed by Jason LeVecke as CEO/manager. The Cavanagh Law Firm serves as counsel to the Debtors. On Nov. 19, 2015, P. Gregg Curry was appointed as the Debtors' Chapter 11 trustee. Frontier Star disclosed $71.9 million in assets and $27.3 million in debt in its schedules. FRONTIER STAR: Ch. 11 Trustee Seeks to Sell Assets for $40-Mil. --------------------------------------------------------------- P. Gregg Curry, the Chapter 11 Trustee of the bankruptcy estates of Frontier Star, LLC, and its affiliates, asks the U.S. Bankruptcy Court for the District of Arizona to: * approve the sale of substantially all of the Debtors' assets pursuant to the terms of an asset purchase agreement; * approve the sale of the Assets free and clear of all liens, claims, rights, encumbrances, and other interests; * provide for the payment of the sale proceeds to certain creditors and counterparties and the creation of certain reserves; * approve the Trustee's compromise with the Debtors' franchisors, including a release of all claims against the franchisors; * approve bidding procedures to establish procedures for the Sale to Starcorp, LLC or another purchaser pursuant to a purchase and sale agreement; * schedule an auction and hearing to consider the Sale of the Assets; and * approve expense reimbursement. By the Sale Motion, the Trustee seeks approval of the Sale of the Assets pursuant to the Sale Agreement, or to the highest or best bidder for the Assets at the Auction, to take place in accordance with the proposed Bidding Procedures. The proposed Sale Agreement contemplates that the Assets will be sold free and clear of liens, claims, encumbrances, rights, and other interests, other than those liens and interests expressly permitted under the Sale Agreement. All liens, claims, encumbrances, rights, and other interests will attach to the Sale Proceeds, with proceeds to be distributed or reserved at closing as ordered by the Court. The proposed Sale Agreement requires the Trustee to obtain, inter alia, an order of the Court authorizing and approving the sale of the Assets to the Buyer pursuant to the terms of the Sale Agreement, free and clear of all Liens. The Trustee submits that a sale of the Assets to the Buyer at this time will maximize the value of the Debtors' property and, therefore, is in the best interests of the Debtors' estates and all creditors and all other parties in interest. The Trustee seeks authority to sell the Assets, as well as certain claims and liabilities to be assumed, to the Buyer under the Sale Agreement executed by between the Trustee and the Buyer on February 29, 2016. Under the Sale Agreement, the total consideration to be paid to the Trustee for the Assets consists of $40 million in cash, plus certain Pre-Paid Rent/Lease Amounts, plus Till Cash Amounts. The Sale Agreement also provides for the assumption of substantial liabilities, which will relieve the Debtors' estates of those obligations. The physical Assets consist primarily of equipment and inventory at each of the Franchised Restaurants necessary to operate those restaurants as a going concern. The Sale Agreement also incorporates the Franchise Term Sheet among the Franchisors and the Buyer, which sets forth the terms and conditions of the Franchisors' consent to the assumption and assignment of its franchise agreements and Leases, as well as any agreed-upon modifications thereto. Following extensive negotiations, the Trustee and the Franchisors have agreed to certain compromises regarding the Franchisors' cure claims, including: * The Trustee will make timely payments to the Franchisors of obligations arising in the ordinary course of business under the Leases, franchise agreements, and related agreements among the Debtors and the Franchisors from and after February 1, 2016, through the date of the closing of the Sale; * The Trustee will pay the Franchisors prior to the closing of the Sale certain obligations referred to by the parties as HNAF that arose in 2015, with a remaining balance of $114,362; * The aggregate cure amount owed to the Franchisors in connection with all Leases, franchise agreements, and related agreements among the Debtors and the Franchisors will be $7,250,000, plus any amounts from the first two compromises that are not paid as of the closing date, which will be paid to the Franchisors at the closing of the Sale; * The Trustee and the Debtors' estates will not have any additional cure obligations in connection with the assumption or assignment after the closing of the Sale of any Leases or franchise agreements among the Debtors and the Franchisors, including any Leases or franchise agreements that are Subject-to-Determination Agreements; and * If the Sale does not close by April 30, 2016, the Franchisors may withdraw from this agreement, or the parties may negotiate a different cure amount. The Trustee does not believe that the Sale will include the transfer to the Buyer of "personally identifiable information" as that term is defined in Section 101(41A) of the Bankruptcy Code. The Debtors do not collect or store any personally identifiable information from their customers. Pursuant to the Sale Agreement and Section 365 of the Bankruptcy Code, the Buyer or Successful Bidder may be assigned certain of the Debtors' unexpired leases and executory contracts. In addition, the Sale is conditioned upon the written consent of the Franchisors. Their consent is conditioned upon satisfaction of the terms and provisions of the Franchise Term Sheet, including, inter alia, the granting of a general release and the full payment of the Franchisors' cure and administrative claims at closing. Pursuant to the proposed bidding procedures, the Bid Deadline is on March 18, 2016, at 12:00 noon (prevailing Arizona Time). The bid (standing alone or in combination with another bid) must include, in the form of an executed asset purchase agreement, an offer to purchase the Sale Assets, or portion thereof that includes all of the Hardee's Restaurants or all of the Carl's Jr. Restaurants. The Trustee, in consultation with Western Alliance Bank and the Franchisors, may consider separate bids for all of the Carl's Jr. Restaurants or all of the Hardee's Restaurants. If the bid is for all of the Sale Assets, an initial minimum amount equal to the sum of at least: the APA purchase price, plus the Expense Reimbursement, plus an overbid amount of $500,000. If the Bid APA is for only the Carl's Jr. Restaurants, an initial minimum amount equal to the sum of at least: the APA purchase price allocable to the Carl's Jr. Restaurants, plus the Expense Reimbursement, plus an overbid amount of $250,000. If the Bid APA is for only the Hardee's Restaurants, an initial minimum amount equal to the sum of at least: the APA purchase price allocable to the Hardee's Restaurants, plus the Expense Reimbursement, plus an overbid amount of $250,000. The bid must be accompanied by a good-faith deposit payable to an escrow agent to be specified by the Trustee in an amount equal to $1.1 million. If more than one Qualified Bid has been received, the Trustee will conduct an auction for the sale of the Sale Assets, which will take place on March 21, 2016, at 9:00 a.m. (prevailing Arizona Time). After determining the Successful Bid, the Trustee may, in consultation with the Bank and the Franchisors, determine which Qualified Bid is the next highest or otherwise best bid. The Trustee will present the Next Best Bid to the Court for approval at the Sale Hearing. If the Successful Bidder does not close the transaction by the date set forth in the Successful Bid, then the Trustee will be authorized to close with the bidder that submitted the Next Best Bid, without further court order. The sale will be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by the Trustee, the Bank, the Franchisors, the Debtors, their estates, or their respective agents or representatives. The Trustee proposes that the Auction take place on March 21, 2016. The Trustee also proposes that the Sale Hearing occur on March 23, 2016. The Trustee further proposes that objections, if any, to the Sale Motion or the Assignment Motion be filed on or before 12:00 noon (prevailing Arizona time) on March 18, 2016. Trustee and Bank's Settlement The Trustee and the Bank entered into a settlement agreement to allow the proposed Sale to Starcorp to proceed. The parties agree, with the concurrence of Carl's Jr. Restaurants LLC and Hardee's Restaurants LLC, that it is unlikely that other potential purchasers will be willing to purchase the Assets at a price that is higher or otherwise better than the price to be paid by Starcorp. Accordingly, Trustee and Bank request that the Court approve the Stipulation in conjunction with the approval of the Sale Motion, which will be modified to request that the Assets be sold to Starcorp in a private sale. The Trustee agrees that the net sale proceeds from the sale of Pizza Revolucion, LLC, will be paid to the Bank after that sale closes. The Bank will apply the amount it receives from the Pizza Revolucion sale proceeds against the Prepetition Obligations owing to the Bank in the manner the Bank chooses in its sole discretion. If the proposed Sale to Buyer is approved pursuant to the Approval Order, these will apply with respect to the Sale Proceeds: * At the closing of the Sale to Buyer, the Bank will receive a cash payment from escrow in an amount equal to $23,408,000, plus any amount of remaining Sale Proceeds in excess of the amounts required to fund the Reserves and the Estate Retained Amount, less any amount placed in an Equipment Claims Reserve or a Required Tax Reserve, less the amount by which the Franchise Cure Amount exceeds $6,750,000. The Bank will apply this initial cash payment against the Obligations or the Prepetition Obligations owing to Bank in the manner Bank chooses in its sole discretion; * The Bank agrees that Trustee may create and hold funds in certain reserves. The Reserves will be funded from the Sale Proceeds, and will be held by Trustee in one or more segregated accounts separately from the Estate Retained Amount and any other assets of the Estates. The Reserves include Potential Reserve for Equipment Claims for $1,300,000, Reserve for Franchisor Cure Amounts for $6,750,000, Reserve for Secured Tax, Mechanics', and Materialmen's Lien Claims for $1,827,000, Reserve for Other Real Property Lease Cure Amounts for $2 million, Reserve for Certain Executory Contract Obligations for $750,000, Reserve for Accrued Postpetition Operating Expenses for $2,215,000, Reserve for Estate Professional Fees for $200,000 and Any Required Reserve for Other Tax Claims/Interests; * Subject to the Bank receiving all payments of Sale Proceeds in accordance with the terms of this Stipulation, the Bank agrees that Trustee will retain $2,150,000 of the Sale Proceeds, free and clear of any claim or interest of Bank, for the general benefit of the Estates. If the sale of the Assets yields additional Sale Proceeds beyond the amount available under the Starcorp APA, 20% of the excess (as adjusted to account for any amounts payable to Starcorp and any differences in any amounts payable to creditors on account of secured claims, administrative claims, or cure claims prior to distributions to Bank, whether from Reserves or otherwise) will be added to the Estate Retained Amount, and the remaining excess will be paid to Bank at closing for application against the Obligations or Prepetition Obligations owing to the Bank in the manner the Bank chooses in its sole discretion, subject to the Sharing Agreement. By separate motion or stipulation, the Trustee and the Bank will seek an extension of the Postpetition Financing, including the use of cash collateral, through March 31, 2016, on mutually agreeable terms and conditions. The Ch. 11 Trustee's counsel is: Robert J. Miller, Esq. Bryce A. Suzuki, Esq. BRYAN CAVE LLP Two North Central Avenue, Suite 2200 Phoenix, AZ 85004 Tel: (602) 264-4965 Email: rjmiller@bryancave.com bryce.suzuki@bryancave.com The Ch. 11 Trustee's special counsel is: Michael W. Carmel, Esq. MICHAEL W. CARMEL LTD. 80 E. Columbus Ave. Phoenix, AZ 85012 Tel: (602) 364-7000 Fax: (602) 277-0144 Email: Michael@mcarmellaw.com About Frontier Star Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC are large Carl's Jr. and Hardee's franchisees operated by three grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger chain, now owned by parent company CKE Restaurants, Inc. The grandchildren include the LeVecke siblings Carl, Margaret and Jason, who is listed as chief executive officer/manager of both companies. The LeVecke siblings had more than 130 Carl's Jr. and Hardee's franchises in seven states and Puerto Vallarta, Mexico, as of late 2013. Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on July 27, 2015. The petitions were signed by Jason LeVecke as CEO/manager. The Cavanagh Law Firm serves as counsel to the Debtors. On November 19, 2015, P. Gregg Curry was appointed as the Debtors' Chapter 11 trustee. Frontier Star disclosed $71.9 million in assets and $27.3 million in debt in its schedules. FUHU INC.: Removal Deadline Extended to July 5 ---------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi has extended the time within which Fuhu, Inc., can remove actions by an additional 120 days, through and including July 5, 2016. About Fuhu, Inc. Fuhu, Inc. and Fuhu Holdings, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12465) on Dec. 7, 2015. The petition was signed by James Mitchell as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Pachulski Stang Ziehl & Jones LLP represents the Debtors as counsel. Judge Christopher S. Sontchi presides over the case. Fuhu is headquartered in El Segundo, California, and employs approximately 115 employees and retains one independent contractor who work in various areas including marketing, sales, operations, creative, technology, development and management. Court document indicates that between 2010 and 2013, Fuhu's revenue grew to more than $195 million in 2013. Fuhu's array of nabi tablets are sold in more than 10,000 retail outlets, including Target, Best Buy, Costco Wholesale, Toys R'Us and Walmart stores. Fuhu Moldings owns significant intellectual property assets of the Debtors, including trademarks and copyrights. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Cooley LLP represents the committee. * * * The Debtors won approval of bidding procedures in connection with the sale substantially all of their operating assets. The Court approved a Jan. 15, 2016 bid deadline, a Jan. 19 auction, and a Jan. 20 sale hearing. Absent higher and better offers, the Debtors are under contract sell the assets to stalking horse GWS Fuhu, LLC, for $10,000,000, subject to adjustments, plus the assumption of the assumed liabilities, and for a minimum of $1,000,000 to be available for satisfaction of the claims of unsecured creditors. FUHU INC: Ballard Spahr Approved as Committee's Delaware Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of FUHU, Inc. et al., asks the S. Bankruptcy Court for the District of Delaware for permission to retain Ballard Spahr LLP as its Delaware counsel nunc pro tunc to Dec. 16, 2015. Ballard Spahr, as its Delaware counsel, will, among other things: (a) advise on local practices and procedures and determinative case law within the jurisdiction; (b) attend the meetings of the Committee; and (c) review and analyze various applications and motions submitted to the Court. Compensation will be payable to Ballard Spahr on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by the firm. Ballard Spahr has not been paid any retainer against which to bill fees and expenses. Tobey M. Daluz, a partner at Ballard Spahr, tells the Court that professional having primary responsibility on the engagement and their hourly rates are: Tobey M. Daluz, partner $860 Matthew G. Summers, partner $650 Leslie C. Heilman, associate $505 Jessica C. Watt, associate $335 Jason E. Kittinger, paralegal $230 To the best of the Committee's knowledge, Ballard Spahr represents no interest adverse to the Committee, the Debtors, their estates, or any other party-in-interest in the matters upon which it is to be engaged. The firm can be reached at: Tobey M. Daluz, Esq. Matthew G. Summers, Esq. Leslie C. Heilman, Esq. Jessica C. Watt, Esq. BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Tel: (302) 252-4465 Fax: (302) 252-4466 E-mail: daluzt@ballardspahr.com summersm@ballardsphar.com heilmanl@ballardspahr.com wattj@ballardspahr.com About Fuhu, Inc. Fuhu, Inc. and Fuhu Holdings, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12465) on Dec. 7, 2015. The petition was signed by James Mitchell as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Christopher S. Sontchi presides over the case. Bryan Cave LLP and Pachulski Stang Ziehl & Jones LLP represent the Debtors as counsel. FTI Consulting, Inc., is the Debtors' financial advisors. 8020 Consulting, LLC, serves as interim finance and accounting consultant. Kurtzman Carson Consultants LLC serves as administrative advisor for the Debtors. Fuhu is headquartered in El Segundo, California, and employs approximately 115 employees and retains one independent contractor who work in various areas including marketing, sales, operations, creative, technology, development and management. Court document indicates that between 2010 and 2013, Fuhu's revenue grew to more than $195 million in 2013. Fuhu's array of nabi tablets are sold in more than 10,000 retail outlets, including Target, Best Buy, Costco Wholesale, Toys R'Us and Walmart stores. Fuhu Moldings owns significant intellectual property assets of the Debtors, including trademarks and copyrights. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Cooley LLP represents the committee. Ballard Spahr LLP serves as Delaware Counsel for the Committee. PricewaterhouseCoopers LLP serves as financial advisor to the Committee. * * * The Debtors won approval of bidding procedures in connection with the sale substantially all of their operating assets. The Court approved a Jan. 15, 2016 bid deadline, a Jan. 19 auction, and a Jan. 20 sale hearing. Absent higher and better offers, the Debtors are under contract sell the assets to stalking horse GWS Fuhu, LLC, for $10,000,000, subject to adjustments, plus the assumption of the assumed liabilities, and for a minimum of $1,000,000 to be available for satisfaction of the claims of unsecured creditors. FUHU INC: Panel Taps PricewaterhouseCoopers as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of FUHU, Inc. et al., asks the U.S. Bankruptcy Court for the District of Delaware to retain PricewaterhouseCoopers LLP as its financial advisor nunc pro tunc to Dec. 18, 2015. PwC, as financial advisor, will, among other things: (a) review and analyze proposed bids, transactions and motions for which the Debtors seeks Court approval; (b) assist the Committee in developing, evaluating, structuring and negotiating the terms and conditions of offers received on the sale of the Debtors' assets; and (c) attend meetings with the Debtors, its advisors, the Committee and other key parties-in-interest, if required. The fees for the advisory services will be based on the agreed upon hourly rates, however, as agreed with the Committee, PwC will cap all hourly rates at $425 per hour. Adjusted rates will be reflected in billings. The current hourly rates are: Personnel Hourly Billing Rates --------- -------------------- Partner/Principal $700 - $860 Director/Senior Manager $525 - $625 Manager $450 - $500 Senior Associate $350 - $400 Associate $285 - $335 PwC will also charge for identifiable, non-overhead expenses incurred in connection with the representation of that particular client. To the best of the Committee's knowledge, PwC is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About Fuhu, Inc. Fuhu, Inc. and Fuhu Holdings, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12465) on Dec. 7, 2015. The petition was signed by James Mitchell as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Christopher S. Sontchi presides over the case. Bryan Cave LLP and Pachulski Stang Ziehl & Jones LLP represent the Debtors as counsel. FTI Consulting, Inc., is the Debtors' financial advisors. 8020 Consulting, LLC, serves as interim finance and accounting consultant. Kurtzman Carson Consultants LLC serves as administrative advisor for the Debtors. Fuhu is headquartered in El Segundo, California, and employs approximately 115 employees and retains one independent contractor who work in various areas including marketing, sales, operations, creative, technology, development and management. Court document indicates that between 2010 and 2013, Fuhu's revenue grew to more than $195 million in 2013. Fuhu's array of nabi tablets are sold in more than 10,000 retail outlets, including Target, Best Buy, Costco Wholesale, Toys R'Us and Walmart stores. Fuhu Moldings owns significant intellectual property assets of the Debtors, including trademarks and copyrights. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Cooley LLP represents the committee. Ballard Spahr LLP serves as Delaware Counsel for the Committee. PricewaterhouseCoopers LLP serves as financial advisor to the Committee. * * * The Debtors won approval of bidding procedures in connection with the sale substantially all of their operating assets. The Court approved a Jan. 15, 2016 bid deadline, a Jan. 19 auction, and a Jan. 20 sale hearing. Absent higher and better offers, the Debtors are under contract sell the assets to stalking horse GWS Fuhu, LLC, for $10,000,000, subject to adjustments, plus the assumption of the assumed liabilities, and for a minimum of $1,000,000 to be available for satisfaction of the claims of unsecured creditors. FUHU INC: Taps 8020 Consulting as Interim Finance Consultant ------------------------------------------------------------ FUHU, Inc. et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ the firm of 8020 Consulting, LLC as their interim finance and accounting consultant nunc pro tunc to Dec. 7, 2015. 8020 Consulting will, among other things: -- conduct account review and reconciliations; -- provide accounts payable and receivable support; and -- assist with inventory management. The Debtors agree to pay 8020 based on the hours actually expended by each assigned professional at that the firm's hourly billing rate. Travis Kanafani, a consultant in the firm, tells the Court that as of the Petition Date, his billing rate was $185 per hour and was increased to $200 per hour effective Feb. 1, 2016. According to 8020's book and records, during the 90 day period prior to the Petition Date, 8020 received $356,582 from the Debtors for professional services performed and expenses incurred. Further, 8020's current estimate is that it has received unapplied advance payments from the debtors in excess of prepetition billings in the amount of $15,745. 8020's remaining retainer of $15,745 will not be segregated by 8020 in a separate account and will be held until the end of the chapter 11 cases and applied to 8020's outstanding final fees as approved by the Court. 8020 is not owed any amounts with respect to its prepetition fees and expenses. To the best of the Debtors' knowledge, 8020 is a "disinterested person" as term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey N. Pomerantz, Esq. Michael R. Seidl, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mails: jpomerantz@pszjlaw.com mseidl@pszjlaw.com crobinson@pszjlaw.com Robert J. Miller, Esq. BRYAN CAVE LLP Two N. Central Ave., Suite 2200 Phoenix, AZ 85004 Tel: (602) 364-7000 Fax: (602) 364-7070 E-mail: rjmiller@bryancave.com Kerry A. Moynihan, Esq. 3161 Michelson Drive, Suite 1500 Irvine, CA 92612 Tel: (949) 223-7000 Fax: (949) 223-7100 E-mail: kerry.moynihan@bryancave.com Brian C. Walsh, Esq. Laura Uberti Hughes, Esq. One Metropolitan Square 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102 Tel: (314) 259-2000 Fax: (314) 259-2020 E-mail: brian.walsh@bryancave.com laura.hughes@bryancave.com About Fuhu, Inc. Fuhu, Inc. and Fuhu Holdings, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12465) on Dec. 7, 2015. The petition was signed by James Mitchell as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Christopher S. Sontchi presides over the case. Bryan Cave LLP and Pachulski Stang Ziehl & Jones LLP represent the Debtors as counsel. FTI Consulting, Inc., is the Debtors' financial advisors. 8020 Consulting, LLC, serves as interim finance and accounting consultant. Kurtzman Carson Consultants LLC serves as administrative advisor for the Debtors. Fuhu is headquartered in El Segundo, California, and employs approximately 115 employees and retains one independent contractor who work in various areas including marketing, sales, operations, creative, technology, development and management. Court document indicates that between 2010 and 2013, Fuhu's revenue grew to more than $195 million in 2013. Fuhu's array of nabi tablets are sold in more than 10,000 retail outlets, including Target, Best Buy, Costco Wholesale, Toys R'Us and Walmart stores. Fuhu Moldings owns significant intellectual property assets of the Debtors, including trademarks and copyrights. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Cooley LLP represents the committee. Ballard Spahr LLP serves as Delaware Counsel for the Committee. PricewaterhouseCoopers LLP serves as financial advisor to the Committee. * * * The Debtors won approval of bidding procedures in connection with the sale substantially all of their operating assets. The Court approved a Jan. 15, 2016 bid deadline, a Jan. 19 auction, and a Jan. 20 sale hearing. Absent higher and better offers, the Debtors are under contract sell the assets to stalking horse GWS Fuhu, LLC, for $10,000,000, subject to adjustments, plus the assumption of the assumed liabilities, and for a minimum of $1,000,000 to be available for satisfaction of the claims of unsecured creditors. GENESIS HEALTHCARE: S&P Puts Loan's 'B-' Rating on Watch. Positive ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'B-' issue-level rating on Genesis Healthcare Inc.'s first-lien term loan on CreditWatch with positive implications. This follows the company's announcement that it has signed a definitive agreement to sell its home health and hospice business to Compassus for $84 million and plans to use proceeds to pay down amounts on the first-lien term loan, given that these assets are collateral for the term loan. "We expect to revise the recovery rating on the company's first-lien term loan to '2' from '3' and to raise the issue-level rating to 'B' from 'B-' upon consummation of this transaction. This improvement in recovery prospects stems from the reduction in first-lien debt being substantially greater than the distressed value we attributed to this asset in our recovery analysis (about $35 million-$40 million). Pro forma for the transaction, the '2' recovery rating on the first-lien term loan would indicate our expectation for substantial (70% to 90%, at the lower end of the range) recovery in the event of a payment default," S&P said. Genesis indicated plans to continue to exit underperforming, nonstrategic assets, and apply subsequent sale proceeds to further pay down its term loan. S&P will evaluate those transactions and the implications on recovery prospects once transaction details are made available. S&P's 'B-' corporate credit rating on Genesis reflects S&P's assessment of the company's business risk as weak and the financial risk profile as highly leveraged. The outlook is stable. Despite its large scale and geographic reach, S&P views Genesis' business risk profile as weak because of the high degree of competitiveness and continued reimbursement headwinds facing the nursing home industry. Reimbursement risk is exacerbated by about 70% of Genesis' revenues coming from government sources (Medicare and Medicaid). S&P believes federal efforts to reduce health care spending, and tight state and federal budgets, may continue to pressure reimbursement. Geographic diversity comes from over 500 facilities in 34 states. Genesis has modest diversity through about 20% of revenues coming from rehabilitation and other small business lines as of fiscal year-end 2015. S&P's business risk assessment also incorporates the thin levels of profitability with adjusted EBITDA margins (after rent-related payments) of about 3%-4%. S&P believes these thin margins leave the company particularly susceptible to potential reimbursement and other headwinds, including inflation of labor costs or other operating expenses. S&P's view of Genesis' financial risk profile reflects S&P's forecast for adjusted debt to EBITDAR of about 8x for 2016, including operating lease payments capitalized at 7%. This reflects the company's large on-balance-sheet financing transaction involving the sale to and subsequent leaseback of its many facilities from Welltower Inc., as well as the operating leases the company absorbed with the Sun Healthcare Group Inc. acquisition and more recently, its acquisition of 24 skilled nursing facilities from Revera Inc. RATINGS LIST Genesis Healthcare Inc. Corporate Credit Rating B-/Stable/-- Ratings Placed On CreditWatch To From Genesis Healthcare Inc. Senior Secured Term Loan B-/Watch Pos B- Recovery Rating 3H 3H GEORGE ROBERT HANSON: Objection to FCB's $63.5K Claim Granted ------------------------------------------------------------- Debtors George Robert Hanson and Mary Darlene Hanson objected to Amended Claim No. 8 of First Community Bank of Bedford County in the secured amount of $63,516.94. The debtors argue that Claim No. 8 was satisfied in full by virtue of the debtors' surrender of the 310 Ardmore Property pursuant to the terms of the 2008 Plan, and that Claim No. 8 should be disallowed in full. FCB contends that Loan 0201 was not fully satisfied by the foreclosure proceeds from the sale of the 310 Ardmore Property, and that Claim No. 8 should be allowed as a secured deficiency claim covering such amounts. In support of its contention that Claim No. 8 is secured, FCB maintains that it is not bound by the 2008 Plan -- at least to the extent that it provided for the release of the Loan 0201 lien on the Cold Water Property in exchange for surrender of the 310 Ardmore Property in light of the dismissal of the 2008 case before it was substantially consummated. In an Order dated March 3, 2016, which is available at http://is.gd/BlGVmXfrom Leagle.com, Judge Stephani W. Humrickhouse of the United States Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, granted the objection to FCB's claim. The case is IN RE: GEORGE ROBERT HANSON, MARY DARLENE HANSON, Debtors., Case No. 15-01442-5-SWH. George Robert Hanson, Debtor, is represented by Richard Preston Cook, Esq. -- Richard P. Cook, PLLC. GETTIG TECHNOLOGIES: Trustee Ordered to Pay AFC Funds to Court -------------------------------------------------------------- Judge Mary D. France of the United States Bankruptcy Court for the Middle District of Pennsylvania denied the motion filed by Chapter 7 Trustee, John P. Neblett, Esq., to approve a supplemental distribution to unsecured creditors. After issuing checks to claimants pursuant to his proposed distribution, Mr. Neblett sought approval to distribute $22,770.27 remaining in the Gettig Technologies estate account after six checks were returned uncashed. One of the checks was returned by the Chapter 7 trustee for Alliance Financial Capital, which had previously filed its own bankruptcy case. The AFC trustee returned an $18,702.36 check to Neblett because the case had been closed on December 5, 2010, and he was unwilling to open the case to administer the funds. Neblett requested that he be authorized to pay a supplemental distribution to creditors, arguing that Section 347(a) of the Bankruptcy Code does not apply to the AFC check because the funds were "abandoned" by the AFC trustee and, thus, were not "unclaimed." Judge France held that the funds returned by the AFC trustee must be paid into court. The judge explained that unless AFC's creditors were paid in full, AFC remains the rightful owner of the funds and, conceivably, the trustee could be compelled to administer them on behalf of the estate. If they are not claimed after five years, the funds will escheat to the United States Treasury. The case is IN RE: GETTIG TECHNOLOGIES, INC., Chapter 7, Debtor, Case No. 1:05-bk-06044-MDF (Bankr. M.D. Pa.). A full-text copy of Judge France's March 2, 2016 opinion is available at http://is.gd/ODEdBgfrom Leagle.com. Gettig Technologies, Inc. is represented by: Donald Robert Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219 Tel: (412)232-0930 Fax: (412)232-3858 Email: dcalaiaro@c-vlaw.com United States Trustee, Asst. U.S. Trustee, is represented by: Anne K. Fiorenza, Esq. US DEPARTMENT OF JUSTICE Office of the United States Trustee 228 Walnut Street, Suite 1190 Harrisburg, PA 17101 Tel: (717)221-4515 Fax: (717)221-4554 -- and -- D. Troy Sellars, Esq. COZEN O'CONNOR 17 North Second Street, Suite 1410 Harrisburg, PA 17101 Tel: (717)703-5900 Fax: (717)703-5901 Email: tsellars@cozen.com GLOBAL COMPUTER: Seeks to Use Cash to Pay $293K in Expenses ----------------------------------------------------------- Global Computer Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court to to use its cash to pay ordinary course expenses of up to $293,000 from April 1, 2016, through July 31, 2016, and set a new Minimum Account Balance of $3,138,000, exclusive of distributions related to the payment of quarterly trustee fees, disputed claims, and allowed professional fees. According to the Debtor, since the entry of the Payment Order which, inter alia, authorizes the Debtor to pay the undisputed claims and employee obligations, the Court has approved two motions allowing the Debtor's use of cash and has set a new Minimum Account Balance the last order of which sets the Minimum Account Balance at no less than $4,175,000, and further authorized the Debtor to pay ordinary course of business expenses up to a maximum amount of $423,500 through March 31, 2016. The Debtor seeks approval of its revised budget, ordinary course expenses from April 2016 through July 2016, and Minimum Account Balance through July 2016 for the Debtor's expected professional expenses and the time those expenses would be incurred has changed since the filing of the last motion and budget as the Debtor's pending litigation against SEF has lengthened by an estimated two months. Global Computer Enterprises, Inc. is represented by: David I. Swan, Esq. MCGUIREWOODS LLP 1750 Tysons Boulevard, Suite 1800 Tysons, VA 22102-4215 Telephone: (703) 712-5365 Facsimile: (703) 712-5246 Email: dswan@mcguirewoods.com About Global Computer Enterprises Global Computer Enterprises, Inc., doing business as GCE, is a cloud-based "software as a service" provider, commonly referred to as a "SAAS," offering financial management solutions primarily to executive departments of the federal government and independent federal government agencies. GCE sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on Sept. 4, 2014. The case is assigned to Judge Robert G. Mayer. The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP, in McLean, Virginia. The Debtor's financial advisor is Weinsweig Advisors. The petition was signed by Mike Freeman, interim chief operating officer. Judge Mayer designated Mike Freeman to perform duties imposed upon GCE by the Bankruptcy Code. The U.S. Trustee for Region 4 appointed three creditors of Global Computer Enterprises, Inc. to serve on the official committee of unsecured creditors. The Committee tapped Armstrong Teasdale LLP, as its counsel and Leach Travell Britt PC as its local bankruptcy counsel. GM FINANCIAL: Shifts Toward Improving Loan Quality, Moody's Says ---------------------------------------------------------------- The proportion of prime loans in GM Financial's (Ba1 positive) North American portfolio almost doubled in the second-half of last year. This will significantly improve the credit quality of the company's portfolio, though its risk profile remains weaker than that of its peers, says Moody's Investors Service. In the first half of last year, General Motors was originating a significant volume of subvented loans, which are typically associated with higher credit scores, with other finance companies, such as Ally Financial (Ba3 stable), in addition to GM Financial. However, in October it announced that it would move almost all of these loans to GM Financial. As a consequence, prime loans accounted for 24 percent of the company's North American loan portfolio by the end of 2015, compared with 12 percent six months earlier. "The credit quality of GM Financial's loan portfolio should improve steadily as the proportion of prime loans increases relative to near-prime and sub-prime loans," said Jason Grohotolski, a Vice President and Senior Analyst at Moody's. Despite the shift, sub-prime loans still continue to comprise the bulk of the company's North American portfolio, making up 60 percent of GM Financial's loans at the end of 2015. The still sizeable sub-prime portfolio will keep the company's risk profile weaker than that of other captive auto-finance companies even as the prime loan portfolio grows to its full potential. GREAT LAKES COMNET: Everstream to Lead Auction; Bids Due April 22 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Michigan approved the sale procedures in connection with the sale of substantially all of the assets of Great Lakes Comnet Inc. and its debtor-affiliates. The Debtors tell the Court that they selected Everstream GLC Holdings Company as staking-horse bidder for their assets. Qualified bidders must file their offers no later than 5:00 p.m. (Eastern Time) on April 22, 2016, by electronic mail to: a) Timothy A. Fusco, Esq. Stephen S. LaPlante, Esq. Miller, Canfield,Paddock and Stone PLC 150 West Jefferson, Suite 2500 Detroit, MI 48226 Email: fusco@millercanfield.com laplante@millercanfield.com b) The Office of the United States Trustee c/o Michelle Wilson The Ledyard Building 2nd Floor 125 Ottawa, NW, Suite 200R Grand Rapids, Mi 49503 Email: michelle.m.wilson@usdoj.gov c) Counsel of the Official Committee of Unsecured Creditors\ Cathy Hershcopf, Esq. Seth Van Aalten, Esq. Cooley LLP 1114 Avenue of the America New York, NY 10036 Email: chershcopf@cooley.com svanaalten@cooley.com mischlan@cooley.com Subject to any other requirements set by the Court, an offer to purchase will only constitute a qualified bid if it contains these items, among other things: i) an unconditional cash offer for substantially all or any portion of the Debtors' assets; ii) an executed confidentially agreement in form and substance reasonably satisfactory to the Debtors; and iii) propose a cash purchase price that is not less than $32.65 million The Debtors will hold an auction on April 28, 2016, at 10:00 a.m. (prevailing Easter Time) at the offices of Miller, Canfield, Paddock and Stone PLCe, 150 West Jefferson, Suite 2500, Detroit, Michigan 48226. Objections, if any, are due not later than 12:00 p.m. (prevailing Eastern Time) on May 2, 2016. A sale hearing will take place on May 10, 2016, at 10:00 a.m. (prevailing Eastern Time) in the Courtroom of the Hon. John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan, 1 Division Avenue N., Room 200, Grand Rapids, Michigan. About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GT ADVANCED: Completes Financial Restructuring; Exits Chapter 11 ---------------------------------------------------------------- GT Advanced Technologies Inc. on March 18 disclosed that it has emerged from Chapter 11 as a newly reorganized company. GT Advanced Technologies Inc. and its affiliated debtors ("GTAT") have emerged with a solid balance sheet and renewed strategy focused on growth in the solar and sapphire industries. "Our emergence from Chapter 11 marks the start of a new chapter for our company," said David Keck, GTAT's President and Chief Executive Officer. "Through this process, we have resolved the issues which led to our decision to seek bankruptcy court protection. With our strengthened financial flexibility, we will focus on our industry leading capabilities in the solar and sapphire markets." The company's $80 million of exit financing was provided by a group of financial sponsors with combined assets under management of more than $30 billion. "Our emergence would not have been possible without the support of our financial sponsors, whose willingness to invest in the company demonstrates their confidence in GTAT's prospects for long-term growth and value creation. I want to thank our employees who have worked tirelessly in achieving our successful restructuring. We are also grateful to our customers and suppliers who have been critical to our success throughout this process. We believe GTAT is well positioned for the future and we are excited about our market opportunities," Mr. Keck concluded. Rothschild Inc. served as financial advisor and investment banker and Alvarez & Marsal North America, LLC served as restructuring advisor to GTAT. Paul Hastings LLP served as GTAT's restructuring counsel. Wilmer Cutler Pickering Hale and Dorr served as counsel to the financial sponsors. About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multi-year supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. GT ADVANCED: Guizhou Haotian Appeals Claims Ruling -------------------------------------------------- Guizhou Haotian Optoelectronics Technology Co., Ltd. has taken an appeal to the United States District Court for the District of New Hampshire from the order entered by the Bankruptcy Court for the District of New Hampshire on March 4, 2016, sustaining GT Advanced Technologies' Senior Claim Objection to Claim No. 1082, Claim No. 1083 And Claim No. 1084; and the Debtors' Supplement To the Senior Claim Objection to Claim No. 1082, Claim No. 1083 And Claim No. 1084, Objecting To Claim 1085 with respect to claims 1083 and 1085; and otherwise denying Guizhou's request that claims 1083 and 1085 be treated as administrative claims pursuant to Reading Co. v. Brown, 391 U.S. 471 (1968) and 11 U.S.C. Sec. 503(b)(1). As reported by the Troubled Company Reporter, after the applicable bar date, Guizhou filed (a) Proof of Claim No. 1082, which asserts an administrative expense claim under section 503(b)(9) of the Bankruptcy Code in the amount of $18,134,636, (b) Proof of Claim No. 1083, which asserts a secured claim in the amount of $16,306,137, (c) Proof of Claim No. 1084, which asserts an administrative expense claim under Section 503(b)(9) of the Bankruptcy Code in the amount of $9,053,760, and (d) Proof of Claim No. 1085, which asserts an administrative expense claim in the amount of $1,791,650. At the hearing to confirm the Debtors' Plan of Reorganization, the Court determined that Claim No. 1083 is not entitled to secured status or administrative expense priority and that Claim No. 1085 is not entitled to administrative expense status. Accordingly, the Court holds that (a) Claim No. 1083 is reclassified in its entirety as an Allowed Class 4C General Unsecured Claim in the amount of $10,917,606 and (b) Claim No. 1085 is disallowed in its entirety. In addition, HTOT has acknowledged that Claim No. 1082 and Claim No. 1084 are general unsecured claims. Accordingly, Claim No. 1082 and Claim No. 1084 are reclassified as general unsecured claims. The Claimant is represented by: James S. LaMontagne, Esq. Sheehan Phinney Bass & Green PA 1000 Elm Street, 17th Floor Manchester, NH 0310 Tel: (603) 627-8102 About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multi-year supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT was a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The bankruptcy cases are assigned to Judge Henry J. Boroff. The Debtors tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. * * * In November 2014, GTAT reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. In December 2015, GTAT filed a proposed reorganization plan that allows the company to continue operating as a going concern and gives most of the equity to entities providing bankruptcy-exit financing. Judge Boroff on March 8, 2016, entered an order confirming the Debtors' Amended Joint Plan of Reorganization. The Plan was dated March 7. The Plan was declared effective March 17. GT ADVANCED: Reorganization Plan Declared Effective March 17 ------------------------------------------------------------ GT Advanced Technologies, Inc., notified the United States Bankruptcy Court for the District of New Hampshire that the Debtors' Amended Joint Plan of Reorganization became effective on March 17, 2016. As reported by the Troubled Company Reporter, Judge Henry J. Boroff on March 8 entered an order confirming the Debtors' Amended Joint Plan of Reorganization. The Plan was dated March 7. The Plan incorporates a compromise and settlement of numerous inter-debtor, debtor-creditor, and inter-creditor issues, including issues regarding substantive consolidation of the Debtors' estates, the validity and enforceability of intercompany claims, and the allocation of assets among the Debtors' estates. The Plan not only keeps the Debtors operating as a going concern but also provides for the distribution to holders of allowed general unsecured claims in the form of 14% of the Reorganized Debtors' equity plus proceeds from causes of action. Judge Boroff on Feb. 2, 2016, approved the Disclosure Statement, authorized the Debtors to solicit votes, and set a March 3 hearing to consider confirmation of the Plan. Impaired classes of claims eligible to vote affirmatively voted to accept the Plan. Several objections to confirmation were filed. Subsequent to solicitation, the Debtors filed amendments to the Plan on March 2, 2016 and on March 7, 2016, which, among other things, address objections raised by certain parties. Most of the objections by parties were resolved and the outstanding objections by the U.S. Trustee were overruled. Hearings on the Plan and objections were held on March 3 and 4, and a hearing on the proposed confirmation order was scheduled March 9. On March 8, the Court ordered that the March 9 hearing is cancelled as "the recently filed proposed order being acceptable to the Court and applicable objections having been withdrawn, settled, or overruled." A copy of the Plan Confirmation Order entered March 8, 2016, is available for free at: http://bankrupt.com/misc/GTAT_3310_Plan_Conf_Ord.pdf A copy of the Amended Plan filed March 7, 2016, is available for free at: http://bankrupt.com/misc/GTAT_3298_Am_Plan_BL.pdf The Chapter 11 Plan GTAT, et al., have proposed a Joint Plan of Reorganization that proposes to grant 86% of Reorganized GT Inc. to entities providing $80 million of exit financing and 14% of the shares to general unsecured creditors. The Plan also establishes a "litigation trust" that may generate cash for distribution for holders of allowed general unsecured claims. Holders of unsecured claims totaling $21.4 million to $182 million against GT Inc. are slated to have a 0.61% recovery; unsecured creditors of the Corporate Debtors owed $83.2 million to $256 million will recover 0.790% to 2.427%; and holders of unsecured claims against GT Hong Kong owed $80.5 million to $108.6 million are slated to have a 0.492% to 0.663% recovery. Upon the Effective Date of the Plan, the Reorganized Debtors' capital structure will consist of (a) the senior secured notes in the amount of $60 million, (b) shares of preferred stock, which will represent 86% of the ownership of the common stock in Reorganized GT Inc. on an as-converted basis (subject to dilution), and (c) shares of reorganized common stock. The Financing Support Parties, the entities providing the $80 million exit financing, are comprised of: (a) WBox 2014-3 Ltd.; (b) Jefferies LLC; (c) QPB Holdings Ltd.; (d) Wolverine Flagship Fund Trading Limited; (e) Privet Fund Management LLC; (f) Citigroup Financial Products Inc.; (g) Caspian Capital LP, (h) Corre Partners Management LLC; and (i) Empyrean Capital Partners, LP. The Financing Support Parties are represented by: James D. Kelly KELLY LAW PLLC 16 Broad Street Nashua, New Hampshire 03064 Telephone: (603) 809-4230 E-mail: jim@kellylawnh.com - and - Philip D. Anker WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 Telephone: (212) 230-8890 E-mail: philip.anker@wilmerhale.com - and - Dennis L. Jenkins WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, MA 02109 Telephone: (617) 526-6000 E-mail: dennis.jenkins@wilmerhale.com About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multi-year supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT was a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The bankruptcy cases are assigned to Judge Henry J. Boroff. The Debtors tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. * * * In November 2014, GTAT reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. In December 2015, GTAT filed a proposed reorganization plan that allows the company to continue operating as a going concern and gives most of the equity to entities providing bankruptcy-exit financing. HNO GREEN: Ordered to Explain Why Case Shouldn't Be Dismissed ------------------------------------------------------------- A representative of HNO Green Fuels Inc. is set to explain in a court hearing on March 23 why the company's Chapter 11 case should not be dismissed or converted to a Chapter 7 liquidation. The U.S. Bankruptcy Court for the Central District of California had scheduled the hearing after a group of creditors made allegations that Don Owens, principal of HNO Green, sent emails to shareholders soliciting new investments in the company without court approval. The creditors, which include Brundidge & Stanger P.C. and C&R Enterprises, alleged the emails contained false or misleading statements that violate the California Corporations Code and warrant dismissal or conversion of the company's bankruptcy case to a Chapter 7 proceeding. About HNO Green Fuels HNO Green Fuels, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 15-14946) in Riverside, California, on May 16, 2015. The Debtor estimated $50 million to $100 million in assets and $1 million to $10 million in debt. The Debtor tapped Levene, Neale, Bender, Yoo & Brill L.L.P, as counsel. Judge Mark D. Houle presides over the case. HOVNANIAN ENTERPRISES: Stockholders Elect 7 Directors ----------------------------------------------------- Hovnanian Enterprises, Inc., held its 2016 annual meeting of stockholders on March 15, 2016, at which the stockholders: (a) elected A. Hovnanian, R. Coutts, E. Kangas, J. Marengi, V. Pagano, J. Sorsby and S. Weinroth as directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified; (b) ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Oct. 31, 2016; (c) approved the 2012 Hovnanian Enterprises, Inc. Amended and Restated Stock Incentive Plan; and (d) approved on a non-binding advisory basis the compensation of the Company's named executive officers. The Amended Plan is substantially the same as the 2012 Hovnanian Enterprises, Inc. Amended and Restated Stock Incentive Plan (as amended through January 2014), except that the Existing Plan has been amended and restated to increase by 9,100,000 the number of shares of common stock authorized for issuance thereunder. Certain clarifications were also made to the terms of the plan document to better conform with current practices. About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. Hovnanian Enterprises reported a net loss of $16.1 million on $2.14 billion of total revenues for the year ended Oct. 31, 2015, compared to net income of $307 million on $2.06 billion of total revenues for the year ended Oct. 31, 2014. As of Jan. 31, 2016, Hovnanian had $2.55 billion in total assets, $2.69 billion in total liabilities and a $143 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-' from 'CCC'. The upgrade and the Stable Outlook reflects HOV's operating performance year-to-date (YTD), adequate liquidity position, and moderately better prospects for the housing sector during the remainder of this year and in 2014. The TCR reported on Jan. 9, 2014, that Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc., to B3 from Caa1. The upgrade of the Corporate Family Rating to B3 reflects Hovnanian's improved financial performance including improvement in interest coverage to slightly above 1x and finally turning net income positive for the fiscal year 2013. HUDSON PRODUCTS: S&P Lowers CCR to 'CCC+', Outlook Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Beasley, Texas-based Hudson Products Holdings Inc. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the ratings on the company's term loan to 'CCC+' (the same as the corporate credit rating) from 'B-'. The recovery rating on the company's term loan is '3', indicating S&P's expectation of meaningful (50% to 70%, low end of the range) recovery in the event of a payment default. The downgrade on Hudson reflects S&P's revised estimates of the company's increased leverage and S&P's belief that credit metrics are at unsustainable levels. S&P now expects debt to EBITDA to be over 10x in 2016 (including preferred equity as debt). The company is facing weakness in its natural gas processing and compression end markets. "We continue to view the company's business profile as vulnerable, its financial profile as highly leveraged, and its liquidity as adequate," said Standard & Poor's credit analyst Stephen Scovotti. Hudson maintains a leading market position as a manufacturer of axial flow fans and air-cooled heat exchangers, but its markets are somewhat limited and are tied to cyclical and competitive end markets including liquid natural gas (LNG), petrochemical, refining, and natural gas processing and compression. As a result of lower commodity prices, the air cooler heat exchanger (ACHE) business has seen a slower pace of project awards and pressure on margins. The ACHE business accounted for about 70% of revenue in 2015. However, S&P expects the company's ACHE business to account for a smaller percentage of revenue in 2016, as new ACHE markets remain weak. The negative outlook on Hudson Products reflects S&P's view that credit metrics will weaken in 2016 to levels S&P views as unsustainable, due to weakness in the company's end markets. S&P could lower the ratings if it did not believe that Hudson would be able to meet its obligations over the next 12 months. S&P could raise the ratings if the company were able to improve credits metrics to more sustainable levels such as FFO to debt approaching 12%, while maintaining adequate liquidity. This could occur due to improvement in the company's end markets. IMAGEWARE SYSTEMS: Reports $9.59 Million Net Loss in 2015 --------------------------------------------------------- Imageware Systems Incorporated filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common shareholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $7.99 million on $4.15 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Imageware had $7.60 million in total assets, $3.91 million in total liabilities and $3.69 million in total shareholders' deficit. At Dec. 31, 2015, the Company's principal sources of liquidity consisted of cash and cash equivalents of $3,352,000 and accounts receivable, net of $349,000. As of Dec. 31, 2015, the Company had working capital of $1,410,000, which included $1,059,000 of deferred revenue. The Company has a history of recurring losses, and as of Dec. 31, 2015, it has incurred a cumulative net loss of approximately $145,893,000. A full-text copy of the Form 10-K is available for free at: http://is.gd/KRRnuI About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. INT'L TECHNICAL: Judge Sets March 31 Deadline to File Admin Claims ------------------------------------------------------------------ Creditors of International Technical Coatings Inc. have until this month to file administrative priority claims against the company. U.S. Bankruptcy Judge Madeleine Wanslee signed off on an order that gives creditors until March 31 to file claims under section 503(b)(9) of the Bankruptcy Code for goods provided to the company in the 20 days prior to its bankruptcy filing. About International Technical International Technical Coatings, Inc. is a Phoenix, Arizona-based steel wire manufacturer. It has facilities located in Phoenix, Arizona and Columbus, Ohio. ITC filed a Chapter 11 bankruptcy petition (Bank. D. Ariz. Case No. 15-14709) on Nov. 18, 2015. John Caldwel, the chairman, signed the petition. Judge Madeleine C. Wanslee is assigned the case. Bank of America Bank, N.A., which is owed more than $25.7 million in outstanding matured, defaulted loan obligations, applied for the appointment of a receiver over ITC on Oct. 28, 2015. The Maricopa County Superior Court held an initial hearing on the matter on Nov. 4. A final hearing on the appointment of a receiver was scheduled for Nov. 18 at 1:30 p.m. Unable to secure an agreement with the Bank prior to the scheduled hearing, ITC filed for Chapter 11 protection. In its petition, the Debtor estimated assets of $50 million to $100 million and liabilities of more than $10 million. The Debtor tapped Osborn Maledon, P.A., as bankruptcy counsel. Morris Anderson & Associates, Ltd. serves as its financial advisor. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Stinson Leonard Street, LLP represents the committee. The Law Offices of Michael W. Carmel, Ltd. serves as its conflicts counsel. The Committee retained KRyS Global, USA, as its financial advisor. Secured creditor Bank of America is represented by Robert J. Miller, Esq., Kyle S. Hirsch, Esq., and Amanda L. Cartwright, Esq., at Bryan Cave LLP. INTELLIPHARMACEUTICS INT'L: Presented at Roth Conference -------------------------------------------------------- Intellipharmaceutics International Inc. made a presentation at the Roth Investors Conference held on March 15, 2016, led by Chief Financial Officer Domenic Della Penna. A copy of the presentation used at the conference entitled "The Future of Drug Delivery" is available at http://is.gd/BxHHom About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceutics has a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. Intellipharmaceutics reported a net loss of $7.43 million on $4.09 million of revenues for the year ended Nov. 30, 2015, compared to a net loss of $3.85 million on $8.76 million of revenues for the year ended Nov. 30, 2014. As of Nov. 30, 2015, the Company had $5.22 million in total assets, $5.36 million in total liabilities and a $137,686 shareholders' deficiency. Deloitte LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Nov. 30, 2014, citing that the Company's recurring losses from operations and the accumulated deficit raise substantial doubt about the Company's ability to continue as a going concern. INTERLEUKIN GENETICS: Reports $7.89 Million Net Loss for 2015 ------------------------------------------------------------- Interleukin Genetics, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $7.89 million on $1.44 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $6.33 million on $1.81 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $6.49 million in total assets, $8.95 million in total liabilities and a $2.46 million total stockholders' deficit. Grant Thornton LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations and has an accumulated deficit that 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/q0dOwp About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. INTERNATIONAL TECHNICAL: Has Final Order to Use Cash Collateral --------------------------------------------------------------- U.S. Bankruptcy Judge Madeleine C. Wanslee gave final authorization to International Technical Coatings, Inc., to use cash collateral to, among other things, pay the ITC Manufacturing, LLC, debt payments for the months of February through April 2016, unless cash collateral usage is terminated. The Debtor sought approval to use cash collateral with the consent of Bank of America, N.A., and the Official Committee of Unsecured Creditors. The Debtor is authorized and directed to have ITC Ohio execute all loan and security documents necessary to grant the Lender a valid and perfected lien in all personal property owned by ITC Ohio, and the Lender is authorized to file appropriate UCC-1 financing statements to provide applicable third-parties with notice of the ITC Ohio Lien. As adequate protection, the Lender will receive replacement liens, and super-priority claims. As of the Petition Date, Bank of America was owed at least $25,668,213, for loans provided to the Debtor prepetition. The loans are secured by valid, perfected and unavoidable liens in all real and personal property owned by the Debtors and that certain Lender deposit account opened by Thomas Fisher. The Debtor previously requested that the Lender consent to the interim and limited use of Cash Collateral. The Lender provided its consent pursuant to the terms of the interim cash collateral orders. The Lender has agreed to allow the Debtor to continue using its Cash Collateral through April 29, 2016, subject to terms and condition, including the use of cash of cash collateral limited to the payment of authorized expenses set forth in the budget. About International Technical International Technical Coatings, Inc., is a Phoenix, Arizona-based steel wire manufacturer. It has facilities located in Phoenix, Arizona and Columbus, Ohio. ITC filed a Chapter 11 bankruptcy petition (Bank. D. Ariz. Case No. 15-14709) on Nov. 18, 2015. John Caldwel, the chairman, signed the petition. Judge Madeleine C. Wanslee is assigned the case. Bank of America Bank, N.A., which is owed more than $25.7 million in outstanding matured, defaulted loan obligations, applied for the appointment of a receiver over ITC on Oct. 28, 2015. The Maricopa County Superior Court held an initial hearing on the matter on Nov. 4. A final hearing on the appointment of a receiver was scheduled for Nov. 18 at 1:30 p.m. Unable to secure an agreement with the Bank prior to the scheduled hearing, ITC filed for Chapter 11 protection. In its petition, the Debtor estimated assets of $50 million to $100 million and liabilities of more than $10 million. The Debtor tapped Osborn Maledon, P.A., as bankruptcy counsel. Morris Anderson & Associates, Ltd. serves as its financial advisor. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Stinson Leonard Street, LLP represents the committee. The Law Offices of Michael W. Carmel, Ltd. serves as its conflicts counsel. The Committee retained KRyS Global, USA, as its financial advisor. Secured creditor Bank of America is represented by Robert J. Miller, Esq., Kyle S. Hirsch, Esq., and Amanda L. Cartwright, Esq., at Bryan Cave LLP. INTERNATIONAL TEXTILE: Michael Gibbons Quits From Board ------------------------------------------------------- International Textile Group, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that it received the resignation of Michael J. Gibbons, a member of the board of directors since 2005 and a member of the Audit Committee of the Board, from those positions effective as of Feb. 29, 2016. The Company expresses its gratitude to Mr. Gibbons for his long service and contributions to the Company. About International Textile International Textile Group, Inc., is a global, diversified textile manufacturer headquartered in Greensboro, North Carolina, with current operations principally in the United States, China, Mexico, and Vietnam. ITG's long-term focus includes the realization of the benefits of its global expansion, including reaching full production at ITG facilities in China and Vietnam, and continuing to seek other strategic growth opportunities. International Textile reported a net loss attributable to common stock of $15.4 million on $595 million of net sales for the year ended Dec. 31, 2014, compared to a net loss attributable to common stock of $10.9 million on $600 million of net sales in 2013. The Company's balance sheet as of Sept. 30, 2015, shows $330 million in total assets, $383 million in total liabilities and a $53.8 million total stockholders' deficit. INTERPARK INVESTORS: Wants to Use Athene Annuity's Cash Collateral ------------------------------------------------------------------ Interpark Investors, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authorization to use the cash collateral of Athene Annuity and Life Company on an interim basis and after a final hearing. The Debtor requires the use of Athene Annuity's cash collateral in order to maintain the value of its primary assets, which consist of two real estate parcels commonly known as (i) 8601-8623 West Bryn Mawr Avenue, Chicago, IL ("Bryn Mawr Property") and (ii) 8600-8622 West Catalpa Avenue, Chicago, IL, and to continue its related business operations pending a sale of one or more of the Properties or the confirmation of a Chapter 11 plan. The Debtor proposes that the duration of the approved cash collateral use coincide with the term of the Budgets, which collectively extend through May 11, 2016, and may be extended by (i) agreement with Athene Annuity, or (ii) Court approval. Interpark Investors' attorneys: Peter J. Roberts, Esq. David R. Doyle, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC 321 North Clark Street, Suite 800 Chicago, IL 60654 Telephone: (312)541-0151 E-mail: proberts@shawfishman.com ddoyle@shawfishman.com About Interpark Investors Interpark Investors, LLC, is an Illinois limited liability company that owns and operates two real estate parcels commonly known as (i) 8601-8623 West Bryn Mawr Avenue, Chicago, IL (the "Bryn Mawr Property") and (ii) 8600-8622 West Catalpa Avenue, Chicago, IL (the "Catalpa Property"). Though the Company acquired the Properties as a single Class B multitenant office development consisting of 12 single-story buildings and known as Interpark Corporate Center, the Company has since divided the two Properties into two separate projects. The Company continues to operate the Catalpa Property, which is the southern parcel, as an office park with several commercial tenants. However, prior to the Petition Date, the Company terminated the office rental operations at the Bryn Mawr Property, which is the northern parcel, and slated it for demolition and redevelopment as a seven-story, 394-unit residential apartment complex with 9,500 square feet of retail space. Shortly before the Petition Date, the Company engaged CBRE, Inc. to sell the Bryn Mawr Property. The Company intends to use the proceeds generated from the sale of the Bryn Mawr Property to pay down secured debt. The Company intends to retain the Catalpa Property. Based on the most recent appraisal conducted on the Properties, plus recent broker opinions of value, the Debtor asserts that the collective value of the Properties exceeds $23 million. CBRE has estimated that the value of the Bryn Mawr Property alone exceeds $17 million. Interpark Investors, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill., Case No. 16-04404) on Feb. 12, 2016. The case is assigned to Judge Carol A. Doyle. The Debtor's counsel is Peter J Roberts, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The petition was signed by John J Fitzmaurice, manager of Interpark Manager, LLC, the Debtor's manager. INVENTIV HEALTH: Signs Separation Agreement With Michael Griffith ----------------------------------------------------------------- Mr. Michael Griffith's employment with inVentiv Health, Inc. terminated as of March 15, 2016, according to a regulatory filing with the Securities and Exchange Commission. Prior to his termination of employment, Mr. Griffith served as executive vice president, and president of the Company's Commercial business segment. On March 16, 2016, the Company and Mr. Griffith entered into an Enhanced Separation Agreement and General Release of Claims concerning the conclusion of Mr. Griffith's employment services with the Company, which supersedes, in part, and incorporates by reference, in part, the Company's previous Severance and Non-Competition Agreement with Mr. Griffith dated May 10, 2014. Under the terms of the Enhanced Separation Agreement, provided that Mr. Griffith executes and does not revoke a Separation Agreement and General Release of Claims, the Company will, among the other benefits provided for in the Severance and Non-Competition Agreement, pay Mr. Griffith a bonus in an amount equal to $650,000, which amount includes $450,000 which will be regarded as Mr. Griffith's annual bonus for fiscal year 2015 and $200,000 which will be regarded as a partial bonus for fiscal year 2016. In addition, following the termination of Mr. Griffith's employment, he will remain eligible to vest in certain time-based and EBITDA-based options in accordance with the terms thereof and such options, to the extent vested, will remain outstanding and exercisable until Sept. 30, 2018. If Mr. Griffith fails to execute or executes and revokes the Separation Agreement, in place of the foregoing benefits under the Enhanced Separation Agreement, he will instead receive a lump-sum, one-time payment in the amount of $50,000. About inVentiv Health inVentiv Health, Inc., is privately owned by inVentiv Group Holdings, Inc., an organization sponsored by affiliates of Thomas H. Lee Partners, L.P., Liberty Lane Partners and members of the inVentiv Health management team. inVentiv Health is a top-tier professional services organization that accelerates the clinical and commercial success of biopharmaceutical companies worldwide. The Company's combined Clinical Research Organization and Contract Commercial Organization helps clients improve their performance to deliver much-needed therapies to market. With 13,000 employees providing services to clients in 70 countries, inVentiv Health designs best practices, processes and systems to enable clients to successfully navigate an increasingly complex environment. - See more at: http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf As of Sept. 30, 2015, the Company had $2.20 billion in total assets, $2.90 billion in total liabilities and a total stockholders' deficit of $699 million. * * * As reported by the TCR on May 22, 2015, Moody's Investors Service affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating of inVentiv Health, Inc. as well as all of the instrument ratings. The Caa1 rating reflects inVentiv's very high leverage, history of negative free cash flow and significant interest burden which will make a default event likely if the company does not significantly improve its EBITDA performance well ahead of 2018, when all of the company's debt matures. The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Burlington, Mass.-based contract research organization (CRO) inVentiv Health Inc. KALOBIOS PHARMA: Bankruptcy Loans Could Cut Shkreli's Holdings -------------------------------------------------------------- Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reported that KaloBios Pharmaceuticals Inc. has lined up $14 million in loans to see it through and out of bankruptcy, financing that could be paid off in the form of bargain-priced stock that would water down the holdings of former Chief Executive Officer Martin Shkreli. According to the report, Nomis Bay Ltd. has joined Black Horse Capital LP in offering loans designed to fund a deal to get KaloBios back on its feet and soothe a sore spot -- the company's association with Mr. Shkreli, who attained notoriety for hiking the price of a vital drug by 5,000% last year. The report related that Mr. Shkreli, who prompted a public outcry last year for raising the price of a lifesaving medication by 5,000% while at Turing Pharmaceuticals, had been in the CEO seat at KaloBios for less than a month when he was arrested on fraud charges unrelated to KaloBios. Denying guilt, he posted his stock holdings in KaloBios to secure the bond that has kept him out of jail, the report related. Financing outlined in papers filed March 17 with the U.S. Bankruptcy Court in Wilmington, Del., would help fund a deal that Mr. Shkreli started, which KaloBios is now trying to close, the report related. KaloBios is seeking a priority review voucher, a ticket for a speedy trip through the federal regulatory process, for a drug it would like to produce, the report further related. As previously reported by The Troubled Company Reporter, citing for Bloomberg Brief, KaloBios, the drug company that plunged into bankruptcy after the arrest of its former CEO, is getting some help for its plan to buy a treatment for Chagas disease. According to the report, citing a court filing, hedge fund Black Horse Capital LP offered to buy at least 40 percent of the company for $10 million on condition that Shkreli hold no more than 20 percent of KaloBios's voting shares. Shkreli had owned about 50 percent of the stock before the bankruptcy, the report noted. At least a substantial portion of his stake was used to secure his $5 million bail after he was charged with securities fraud in December, the report said. The proposal would allow KaloBios to buy rights to drug benznidazole from Savant Neglected Diseases LLC, the report related. Under conditions of the deal, KaloBios must have $10 million in unencumbered cash when it exits bankruptcy protection, the report added. About KaloBios Pharmaceuticals Based in South San Francisco, Calif., KaloBios Pharmaceuticals, Inc., is a company biopharmaceutical company focused on the development of monoclonal antibody therapeutics. The Company's balance sheet at March 31, 2015, showed $32.0 million in total assets, $15.9 million in total liabilities, and a stockholders' deficit of $16.1 million. KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code. The filing was made in the U.S. Bankruptcy Court for the District of Delaware (Case No. 15-12628). The Company is represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. LAKE TAHOE: Files Schedules of Assets and Liabilities ----------------------------------------------------- Lake Tahoe Partners LLC filed with the U.S. Bankruptcy Court for the Northern District of California its schedules of assets and liabilities, disclosing: Schedule A/B: Assets-Real and Personal Property 1a. Real property: $26,400,000 1b. Total personal property: $14,136,419 ----------------- 1c. Total of all property: $49,536,419 Summary of Liabilities Schedule D: Creditors Who Have Claims Secured by Property $11,000,000 Schedule E/F: Creditors Who Have Unsecured Claims 3a. Total claim amounts of priority unsecured claims $311,300 3b. Total amount of claims of nonpriority amount of unsecured claims $1,044,269 ----------------- Total liabilities $12,355,569 A copy of the Schedules is available at no extra charge at: http://bankrupt.com/misc/LAKETAHOE_31_SAL.pdf On March 7, 2016, creditor Sorm Investments, LLC, withdrew its March 2 motion to dismiss the Debtor's Chapter 11 case. Sorm's withdrawal of its dismissal motion is based on certain information contained in the Debtor's amended voluntary petition filed on March 7, 2016, and the papers submitted by the Debtor in opposition to the motion, regarding information concerning the Debtor's principal place of business that is contrary to that set forth in the Debtor's voluntary petition filed on March 1, 2016. Sorm had sought the dismissal of the Debtor's case, saying that this case was improperly filed in the Northern District of California although there was no proper basis for venue in this Court under that statute. Sorm stated in its motion that based on the Debtor's own representations: (i) it is not domiciled or resident in the Northern District of California, it does not have its principal place of business in the Northern District of California; and (ii) it does not have its principal assets in the Northern District of California. The Debtor filed an objection on March 7, saying that the Sorm's motion seeks to dismiss the case based on a statement the Debtor's CEO, Tim Wilkens, made in the Debtor's petition which stated that its "principal place of business" is located in Tahoe Vista, California. According to the Debtor, the statement was made without a full appreciation for the specialized legal meaning of the phrase "principal place of business" -- which according to the Supreme Court refers to the "nerve center" of a company. Although the Debtor owns undeveloped property in Tahoe Vista, its principal place of business is in fact Napa, California, which is where Mr. Wilkens conducts the Debtor's business. Napa is also identified as the location of the Debtor's executive offices in its governing documents. According to the Debtor, Mr. Wilkens signed the Petition without appreciating the legal (specialized) interpretation of the term "principal place of business" or its importance to venue. Even if the Debtor's principal place of business was not in the Northern District, the appropriate remedy would be transfer, not dismissal, of this case, the Debtor said. Mr. Wilkens said in a declaration filed on March 7 that the operating agreement provides that: "The principal executive office of the Company shall be at 855 Bordeaux Way, Suite 200, Napa, CA 94558, with a mailing address of PO Box 2490, Napa, CA 94558, or such other place or places as may be determined by the Members from time to time." Since the operating agreement was executed, the Debtor's principal executive office moved address and is now located at 211 Gateway Road West in Napa. On March 7, the Debtor filed another voluntary petition for non-individuals filing for bankruptcy, a copy of which is available for free at: http://bankrupt.com/misc/LAKETAHOE_16_amendedvoluntarypetition.pdf Sorm is represented by: Gary M. Kaplan, Esq. Farella Braun + Martel LLP 235 Montgomery Street 18th Floor San Francisco, CA 94104 Tel: (415) 954-4400 Fax: (415) 954-4480 E-mail: gkaplan@fbm.com Lake Tahoe Partners LLC, a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No. 16-10150) on March 1, 2016. The petition was signed by Tim Wilkens as CEO. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of at least $10 million. The Law Offices of Michael Brook serves as the Debtor's counsel. Judge Thomas E. Carlson represents the Debtor as counsel. LAS AMERICAS: ALD Asks Court to Dismiss Ch. 11 Case --------------------------------------------------- ALD Acquisition, LLC, asks the U.S. Bankruptcy Court to enter an order dismissing the Las Americas 74-75, Inc.'s Chapter 11 case. ALD asserts that the Debtor’s assets are primarily composed of the consigned amount and Lot 75, and neither of which will appreciate in value as a result of any efforts by Debtor or any reorganization, nor will the Debtor's value be maximized through a reorganization process, inasmuch as the value of Debtor's assets is determined principally by market forces. Furthermore, ALD stresses that the Debtor's financial problems involve essentially a dispute between the Debtor and ALD which can be adequately addressed and resolved in the pending State Court Action, specifically since the disputed Lot 75 is the subject of a foreclosure action as a result of arrearages on the Debtor’s debt where the CFI has in personam jurisdiction. According to ALD, the Debtor is not engaged in any regularly conducted business activity that would benefit from reorganization, as evidenced by the Disclosure Statement and plan of reorganization which contemplate the sale of substantially all of its assets to pay creditors and the Debtor also has no employees and no jobs to preserve. As such, ALD claims that the Debtor’s bankruptcy case does not serve any legitimate bankruptcy purpose and the Plan is a liquidating Chapter 11 plan that does not contemplate its rehabilitation and continued operation. ALD emphasizes that the Creditors’ and the estate’s best interest require the dismissal of the Debtor’s bankruptcy case so as to avoid the accumulation of additional administrative expenses and consequent diminution of the estate. Every additional dollar incurred in administering the case is one dollar less that can be paid to creditors, ALD added. Finally, ALD contends that if the Court declines to dismiss the case, it should abstain from exercising jurisdiction over the same pursuant to Section 305 of the Bankruptcy Code which gives the Court the authority and discretion to abstain from exercising jurisdiction over and dismissing an otherwise properly filed case if "the interests of creditors and the debtor would be better served by such dismissal." The Debtor sought and obtained extension of its exclusive period to file an Amended Disclosure Statement and Amended Plan of Reorganization through March 15, 2016. Las Americas 74-75, Inc. is represented by: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. San Jose Street #254, 5th Floor San Juan, P.R. 00901-1253 Telephone: (787) 729-2900 Facsimile: (787) 729-2203 Email: condecarmen@condelaw.com ALD Acquisition, LLC is represented by: Mohammad Saleh Yassin, Esq. Charles A. Cuprill-Hernandez, Esq. CHARLES A. CUPRILL, P.S.C., LAW OFFICES 356 Fortaleza Street - Second Floor San Juan, PR 00901 Telephone: (787) 977-0515 Facsimile: (787) 977-0518 E-mail: m.yassin@cuprill.com ccuprill@cuprill.com About Las Americas 74-75 Las Americas 74-75, Inc., was incorporate in 2004 by Porfirio Guzman and Maria M. Benitez, and is the owner of certain real estate property located at the Hato Rey Ward, in San Juan, Puerto Rico, right next to the reorganized area of Plaza Las Americas. Las Americas 74-75, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 15-01527) on March 2, 2015. The petition was signed by Omar Guzman Benitez, vice president. The case is assigned to Judge Edward Godoy. Las Americas 74-75 tapped Carmen Conde Torres, Esq., at C. Conde & Associates, in San Juan, Puerto Rico, as counsel; and Albert Tamarez Vasquez as accountant. Las Americas disclosed total assets estimated at $21.2 million and total debt estimated at $18.7 million. LAS AMERICAS: Wants ALD Enjoined from Prosecuting State Court Suit ------------------------------------------------------------------ Las Americas 74-75, Inc., asks the U.S. Bankruptcy Court to enter a preliminary injunction, and thereafter a permanent injunction, enjoining ALD Acquisition, LLC, from impairing the Debtor's rights under a Contract of Sale of Lot 74. The Debtor asks the Court to specifically order ALD to cease and desist from prosecuting in the State Court any cause of action related directly or indirectly with the Sales Contract for Lot 74 executed by the Debtor and Walgreen de San Patricio, Inc. The Debtor further asks the Court to enjoin ALD from impairing the Debtor’s rights as to the consigned funds amounting to $13,732,659. The Debtor tells the Court that prior to the bankruptcy filing, the Debtor and/or El Piex entered into financial facilities with different banks which were guaranteed by separate liens over each of the properties of the Debtor, and from which ALD acquired the mortgage notes for Lot 74 from by Oriental Bank & Trust PR, the Debtor alleges. The Debtor continues saying that on several occasions, ALD approached the Debtor to purchase Lots 74 and 75, and however, upon the Parties' failure to reach an agreement as to the purchase price on the properties, ALD pursued the Debtor with collection actions for the purpose of gaining title of the properties through foreclosure. On the other hand, Walgreens purchased Lot 74 for $16M and the Debtor consigned the amount of $13,732,659 as full payment to ALD for liens over Lot 74, the Debtor added. The Debtor further avers that the State Court issued a Summary Judgment in resolution to the clarification sought as to the amount claimed, in which the Court: "declared that the total amounts due under the loans were $12,757,000, determined that the consignment of funds made by the Debtor was correct, ordered the ALD to cancel the mortgage notes and explicitly left to the parties the reconciliation of the debt." However, ALD refused to accept payment from the Debtor and/or the consigned funds, instead filed a claim in the Bankruptcy Court for the total amount of $14,761,721 for which the Debtor filed an objection, the Debtor continues. The Debtor asserts that ALD's actions in the state court are an attack against Walgreens, the Debtor, the Debtor's interest in the property and property of the estate, and are geared to nullify the sale of Lot 74 by the Debtor to Walgreens and the funds consigned in the 2010 case. The actions of ALD expose the Debtor to possible claims from Walgreens. The Debtor further asserts that the Disclosure Statement and Plan of Reorganization have already been filed and the main means of execution are the funds consigned from the sale of the Lot 74 to Walgreens. If ALD's actions continue, the reorganization of the Debtor will be thwarted and ALD's interference with the contractual relationship between the Debtor and Walgreens for the sale of Lot 74 will expose the Debtor and the Debtor's estate to damages, the Debtor claims. Although ALD filed a "Motion from Relief from the Automatic Stay" requesting that the automatic stay be lifted in order to allow the continuation of post judgment litigation in the 2010 Case, however, as of this date ALD does not have an Order from the Bankruptcy Court allowing it to proceed with the Appeal, thereby making its actions blatant disregard to the protections afforded to the Debtor by Section 362 of the Bankruptcy Code and are violation of the automatic stay provision. Las Americas 74-75, Inc. is represented by: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. San Jose Street #254, 5th Floor San Juan, P.R. 00901-1253 Telephone: (787) 729-2900 Facsimile: (787) 729-2203 Email: condecarmen@condelaw.com About Las Americas 74-75 Las Americas 74-75, Inc., was incorporated in 2004 by Porfirio Guzman and Maria M. Benitez, and is the owner of certain real estate property located at the Hato Rey Ward, in San Juan, Puerto Rico, right next to the reorganized area of Plaza Las Americas. Las Americas 74-75, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R., Case No. 15-01527) on March 2, 2015. The petition was signed by Omar Guzman Benitez, vice president. The case is assigned to Judge Edward Godoy. Las Americas 74-75 tapped Carmen Conde Torres, Esq., at C. Conde & Associates, in San Juan, Puerto Rico, as counsel; and Albert Tamarez Vasquez as accountant. Las Americas disclosed total assets estimated at $21.2 million and total debt estimated at $18.7 million. LB STEEL: Can Use Cash Collateral Until April 8 ----------------------------------------------- LB Steel LLC received court approval to use the cash collateral of its pre-bankruptcy lender until April 8, 2016. The order, issued by Judge Janet Baer of the U.S. Bankruptcy Court for the Northern District of Illinois, allowed the company to use MB Financial Bank N.A.'s collateral to pay certain expenses. The court order came after LB Steel's right to use the cash collateral expired on March 12, according to court filings. MB Financial asserts a secured claim on funds held in escrow with First American Title Insurance Co. and those held in LB Steel's bank account for loans it provided to the company in 2014. The company had earlier paid more than $11 million to the bank as "partial adequate protection" for the use of its cash collateral, according to court filings. Judge Baer will hold a status hearing on LB Steel's use of cash collateral on April 6. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor has engaged Perkins Coie LLP as counsel, Nisen & Elliott as special counsel, Livingstone Partners LLC as investment banker, and Garden City Group LLC as notice, claims and balloting agent. Judge Janet S. Baer is assigned to the case. The Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. The creditors are Janco Steel LTD, Welding Industrial Supply Co., SSAB Americas, The Walsh Group and EVRAZ North America. The unsecured creditors' committee has engaged Duane Morris LLP as counsel, and Honigman Miller Schwartz and Cohn LLP as special counsel. On Nov. 20, 2015, the Debtor disclosed total assets of $45,842,165 and total debts of $43,832,896. MAGNETATION LLC: RSM US to Audit MAG Hourly Plan Financials ----------------------------------------------------------- The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the District of Minnesota authorized Magnetation LLC, et al., to expand the scope of employment of RSM US LLP as accountant and tax advisor, nunc pro tunc to Dec. 1, 2015. On June 11, 2015, the Debtors filed their original application to employ McGladrey LLP as their independent accountant, nunc pro tunc to June 1, 2015. In the original application, the Debtors sought authority to retain McGladrey to provide certain audit and tax services, including providing tax advice concerning the Debtors' tax matters during the chapter 11 cases and preparing the Debtors' federal income tax and certain state income tax returns for the year ending Dec. 31, 2014. On Sept. 4, 2015, the Debtors filed a supplemental application to expand the scope of the employment and retention of McGladrey as their independent accountant and tax advisor nunc pro tunc to Aug. 18, 2015. In the First Supplemental Application, the Debtors sought authority to expand the scope of McGladrey's services to include certain tax controversy services. On Oct. 15, 2015, the Court entered an order approving the First Supplemental Application. On Oct. 26, 2015, McGladrey changed its name to RSM US LLP. By the Second Supplemental Application, the Debtors request authorization to expand the scope of RSM's retention as their independent accountant and tax advisor in the cases on the terms and conditions set forth in engagement letter agreements between Mag LLC and RSM dated as of Dec. 1, 2015, and Dec. 4, 2015. According to the Second Supplemental Application, the firm has agreed to: a) audit the financial statements of the Mag Hourly Plan, which comprise the statements of net assets available for benefits as of Dec. 31, 2015 and 2014, the statements of changes in net assets available for benefits for the year ended Dec. 31, 2015 and the related notes to the financial statements; b) audit the financial statements of the Debtors, which comprise the balance sheet as of Dec. 31, 2015, and the related statements of operations, changes in members' equity, and cash flows for the year then ended, and the related notes to the financial statement; and c) prepare the Debtors' federal income tax and certain state income tax returns for the year ending Dec. 31, 2015. The Debtors agreed to compensate RSM for the Additional Services rendered in the chapter 11 cases based on the value of the services performed and the time required by the individuals assigned to the engagement. In addition to the hourly fees set forth in the Additional Engagement Letters, the Debtors and RSM have agreed that the Debtors will reimburse RSM for any actual, documented and reasonable direct expenses incurred in connection with RSM's retention in the cases and the performance of the Additional Services. Mary Beth Santori attested that RSM is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Magnetation LLC Magnetation LLC -- http://www.magnetation.com/-- is a joint venture between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner). Magnetation LLC recovers high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins. Magnetation LLC owns iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore pellet plant in Reynolds, IN. Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth, Minnesota, on May 5, 2015, after reaching a deal with secured noteholders on a balance sheet restructuring. The cases are assigned to Chief Judge Gregory F Kishel. The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra, Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory Partners LP as financial advisor; and Donlin, Recano & Company, Inc., as the claims agent. The U.S. Trustee for Region 12 appointed three creditors of Magnetation LLC to serve on an official committee of unsecured creditors. MAGNUM HUNTER: Delays Annual Report; Expects Drop in Revenues ------------------------------------------------------------- Magnum Hunter Resources Corporation advised the Securities and Exchange Commission that its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015, will be delayed. The Company blamed its Chapter 11 filing in December as the cause for the delay. "In consideration of the additional time required to evaluate the effects of these events on the financial statements and disclosures included in the Company's Annual Report on Form 10-K (the "Form 10-K"), the Form 10-K cannot be timely filed without unreasonable effort and expense," said Joseph C. Daches, Senior Vice President and Chief Financial Officer, in a regulatory filing called a Form NT 10-K. He added, "The Company is not in a position to provide specific estimates of anticipated significant changes in results of operations from the fiscal year ended December 31, 2014 to the fiscal year ended December 31, 2015 that may be reflected in the financial statements to be included in the Company's Form 10-K for the fiscal year ended December 31, 2015. "The Company, however, anticipates that total revenues and income from operations for the year ended December 31, 2015 will be significantly lower than the year ended December 31, 2014 as a result of lower commodity prices. Further, as a result of decreased oil and natural gas prices, the Company expects to report significant noncash impairments of proved oil and gas properties for the year ended December 31, 2015." About Magnum Hunter Resources Magnum Hunter Resources Corporation is an oil and gas company headquartered in Irving, Texas that primarily is engaged in the acquisition, development, and production of oil and natural gas reserves in the United States. MHRC and its affiliates own interests in approximately 431,643 net acres in total and have proved reserves with an industry value of approximately $234.5 million as of December 31, 2015. In the aggregate, MHRC generated approximately $391.5 million in revenue from their operations in 2014 and generated approximately $169.3 million in revenues from their operations for the ten months ended October 31, 2015. Magnum Hunter Resources Corporation and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary C. Evans as chairman and chief executive officer. The Debtors have engaged Kirkland & Ellis, LLP as their general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisor, and Prime Clerk, LLC as notice, claims and balloting agent. As of Sept. 30, 2015, the Debtors reported approximately $1.1 billion in total liabilities, as well as $416.3 million in stated value of preferred stock. The Debtors' significant funded debt obligations include: (a) approximately $70 million in principal amount of obligations under the Debtors' Bridge Financing Facility; (b) approximately $336.6 million in principal amount of obligations under the Debtors' second lien credit agreement; (c) approximately $13.2 million in principal amount of Equipment and Real Estate Notes; and (d) approximately $600 million in principal amount of Notes. Counsel to the agent under the Debtors' second lien credit facility is Latham & Watkins LLP's J. Michael Chambers, Esq. The ad hoc group of second lien lenders is represented by Weil, Gatshal & Manges LLP's Joseph Smolinsky, Esq. and Gary Holtzer, Esq. Counsel to the indenture trustee under the Debtors' 9.75% senior unsecured notes due 2020 are Arent Fox LLP's Andrew I. Silfen, Esq. and Jeffrey N. Rothleder, Esq. Counsel to the ad hoc group of noteholders are Akin Gump Strauss Hauer & Feld LLP's Michael Stamer, Esq. and Arik Preis, Esq. The agent under the Debtors' debtor-in-possession credit facility is represented by Shipman & Goodwin LLP's Nathan Z. Plotkin, Esq. Counsel to the official committee of unsecured creditors is Ropes & Gray LLP's Mark R. Somrestein, Esq. MAGNUM HUNTER: Shen/Pantin Equity Holders Seeks Committee --------------------------------------------------------- A group of 201 non-insider equity holders of Magnum Hunter Resources Corporation asked the U.S. Bankruptcy Court to direct the U.S. Trustee to appoint an official committee of equity security holders in the Debtors' Chapter 11 cases on the premise that the Debtors were solvent on the Petition Date. According to the equity holders' group, they hold 18,084,419 shares of common stock; 299,693 shares of preferred class C stock; 355,371 shares of preferred class D stock; and 32,220 shares of preferred class E stock. The group points out that, on the Petition Date, the Debtors had total prepetition liabilities of approximately $1.1 billion and reported asset values aggregating approximately $1.5 billion on a conservatively estimated basis, and that, therefore, the Debtors are not hopelessly insolvent and there may be value for the existing shareholders. The Equity Holders are led by He Shen of New York and Axel Pantin of Delray Beach, Florida. About Magnum Hunter Magnum Hunter Resources Corporation is an oil and gas company headquartered in Irving, Texas that primarily is engaged in the acquisition, development, and production of oil and natural gas reserves in the United States. MHRC and its affiliates own interests in approximately 431,643 net acres in total and have proved reserves with an industry value of approximately $234.5 million as of December 31, 2015. In the aggregate, MHRC generated approximately $391.5 million in revenue from their operations in 2014 and generated approximately $169.3 million in revenues from their operations for the ten months ended October 31, 2015. Magnum Hunter Resources Corporation and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary C. Evans as chairman and chief executive officer. Judge Kevin Gross oversees the cases. The Debtors have engaged Kirkland & Ellis, LLP as their general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisor, and Prime Clerk, LLC as notice, claims and balloting agent. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. The Committee retains Ropes & Gray LLP as counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley Research Group, LLC as its financial advisor. MARINA BIOTECH: Microlin to Buy Nucleic Acid Therapeutic Assets --------------------------------------------------------------- Microlin Bio, Inc., a development stage biotechnology company focused on the development of microRNA based therapeutics for cancer and Marina Biotech, Inc., have executed a term sheet under which Microlin intends to acquire Marina's nucleic acid therapeutics assets. Pending the negotiation of the definitive agreement and company shareholder approvals. Microlin is expected to acquire Marina's nucleic acid therapeutics assets for 6.7 million common shares and approximately $1 million in cash. The Marina assets to be acquired will include a Phase 1 program for the treatment of Familial Adenomatous Polyposis which has both U.S. FDA Orphan Drug and Fast Track designations as well as Marina's multiple licensing and partnership agreements. In addition, Microlin will be acquiring a global intellectual property estate with 148 issued or allowed patents and over 95 pending patents, which provide broad coverage for both novel nucleic acid chemistries and delivery technologies. "We are pleased to have taken this first step to acquiring Marina's nucleic acid therapeutics assets," stated Joseph Hernandez, CEO and Chairman at Microlin Bio. "We believe that the technology and intellectual property estate will be a significant addition to Microlin's novel micoRNA drug discovery platform. We plan to take full advantage of our new IP position by exploring and developing novel chemistry modifications and delivery formulations for the further advancement of our novel microRNA therapeutics pipeline. In addition, Marina's Phase 1 program will provide Microlin with a clinical asset which we could advance to first commercial launch within three years. In addition to Marina's existing agreements, we believe we will be able to continue to leverage Marina's broad nucleic acid drug discovery capabilities to add incremental value through new licensing and partnering agreements. We look forward to working with the Marina team to conclude this transaction as quickly as possible." Microlin's purchase of Marina's nucleic acid therapeutics assets is expected to close by July 1, 2016, pending execution of the definitive asset purchase agreement, subsequent approval by Marina stockholders and Microlin's completion of a financing of at least $5 million. "The Marina Board of Directors and I believe the sale of our nucleic acid therapeutic assets to Microlin is the first step in creating the greatest value opportunity for our shareholders," stated J. Michael French, president and CEO at Marina Biotech. "We believe that our proprietary chemistries and delivery technologies are best suited for development of therapeutic compounds that modulate non-coding RNA. Therefore, we feel strongly that these technologies are synergistic and complimentary to Microlin's novel microRNA assets and that Microlin is in a strong position to move these assets forward. We believe the second step to creating value for our shareholders is the acquisition of other assets or perhaps a reverse merger. The combination of two transactions permits Marina shareholders the potential to recognize value through two diverse clinical efforts - nucleic acid therapeutics with Microlin and another asset we're currently in the process of identifying and negotiating. We look forward to working with the Microlin team to build value through the integration of Marina's technologies." Objective Capital Partners, LLC served as financial advisor to Marina Biotech in the transaction. About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $6.47 million on $500,000 of license and other revenue for the year ended Dec. 31, 2014, compared to a net loss of $1.57 million on $2.11 million of license and other revenue in 2013. As of Sept. 30, 2015, the Company had $8.12 million in total assets, $8.52 million in total liabilities and a $400,000 total stockholders' deficit. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing the Company has suffered recurring losses from operations, has a significant accumulated deficit and has been unable to raise sufficient capital to fund its operations through the end of 2015. This raises substantial doubt about the Company's ability to continue as a going concern, the auditors noted. MARINA BIOTECH: Signs License Agreement for Genome Editing Tech --------------------------------------------------------------- Marina Biotech, Inc., announced that it has entered into a license agreement covering the company's SMARTICLES and DiLA2 platforms for the delivery of an undisclosed genome editing technology. The agreement is notable in that it provides an exclusive access to Marina's SMARTICLES and DiLA2 platforms for a different gene editing field than was announced on Feb. 17, 2016. This represents the first time that the company's combined delivery platforms, SMARTICLES and DiLA2 technologies, have been licensed in connection with gene editing. Under terms of the agreement, Marina could receive up to $40MM in success based milestones. Further details of the agreement were not disclosed. "With the execution of this gene editing delivery license agreement, the company extends its runway beyond the end of March," stated J. Michael French, president and CEO of Marina Biotech. "We are now beginning to see the rapid expansion of our delivery technologies in other therapeutic areas and hope to continue to capitalize on our ability to deliver nucleic-acid based compounds. We hope that the unique properties of delivery technologies provide new therapeutic opportunities to the patient community." About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $6.47 million on $500,000 of license and other revenue for the year ended Dec. 31, 2014, compared to a net loss of $1.57 million on $2.11 million of license and other revenue in 2013. As of Sept. 30, 2015, the Company had $8.12 million in total assets, $8.52 million in total liabilities and a $400,000 total stockholders' deficit. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing the Company has suffered recurring losses from operations, has a significant accumulated deficit and has been unable to raise sufficient capital to fund its operations through the end of 2015. This raises substantial doubt about the Company's ability to continue as a going concern, the auditors noted. MDC PARTNERS: S&P Assigns 'B+' Rating on Proposed Sr. Unsec. Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B+' issue-level rating to NYC-based MDC Partners Inc.'s proposed senior unsecured notes due 2024. S&P also assigned its '4' recovery rating to the notes, indicating its expectation for average recovery (30%–50%; upper half of the range) of principal in the event of a payment default. S&P expects MDC will use the issuance proceeds to redeem its existing $735 million, 6.75% senior notes due 2020. S&P's 'B+' corporate credit rating and positive rating outlook on MDC remains unchanged. The positive outlook reflects S&P's expectation that MDC Partners' operating performance will remain strong, improving the likelihood that the company's adjusted leverage could decline to below 5x by the end of 2016. The fair business risk assessment reflects the company's healthy business prospects, improved margins and consistently reported organic revenue growth rates above those of its ad agency peers. S&P views MDC's financial risk profile as highly leveraged. S&P expects adjusted leverage (pro forma the transaction) will likely be below 6.0x as of Dec. 31, 2015. Adjusted leverage included $347 million in deferred acquisition payments ("earnouts"), which are only paid out when the acquired companies achieve specific EBITDA results, and $18 million in put obligations. In addition to the earnouts, S&P also adjusts MDC Partners' debt for the present value of operating leases ($204 million as of Dec. 31, 2015). RATINGS LIST MDC Partners Inc. Corporate Credit Rating B+/Positive/-- New Ratings MDC Partners Inc. Senior unsecured notes due 2024 B+ Recovery Rating 4 METROPOLITAN AUTOMOTIVE: $23M Sale to Parts Authority Metro Okayed ------------------------------------------------------------------ Judge Wayne Johnson on March 11, 2016, entered an order authorizing Metropolitan Automotive Warehouse, Inc. and Star Auto Parts, Inc., to sell substantially all assets to Parts Authority Metro, LLC, for a total consideration of in excess of $23 million. The sale to PAM, in addition to the recovery from other assets excluded from the sale, is estimated to provide enough value to pay off secured claims and projected administrative claims in full, plus provide a small recovery to unsecured creditors. Richard M. Pachulski, the Debtors' CRO, said PAM's purchase price consists of the following: (i) $3.4 million cash, (ii) cash in an amount equal to the value of inventory and accounts receivable based on a sliding scale based on age, and (iii) a note providing for a payment of up to $750,000 to unsecured creditors in the event the Stalking Horse Bidder's 2017 economic results achieve certain benchmarks. The Debtors began the marketing process prepetition. On Jan. 29, the Debtors filed proposed sale procedures, and a protocol for soliciting and selecting a stalking horse bidder. On Feb. 23, the Court obtained approval of the selection of PAM as the stalking horse bidder. The Court on Feb. 23 also approved the bid procedures, setting a March 4 bid deadline, and a March 7 auction. As no overbids were received, the Debtors cancelled the auction and selected Parts Authority as the successful bidder. Following a sale hearing on March 10 and 11, Judge Johnson approved the sale. Secured creditor Bank of the West consented to the sale. CWD, LLC, and Motorcar Parts of America, Inc., did not file objections to the sale. Marc A. Bilbao, managing director of Imperial Capital, LLC, the investment banker of the Debtors, said that unless a sale of the Debtors' assets is expeditiously consummated, the enterprise value of the Debtors' assets will significantly deteriorate. The Debtors anticipate a March 18 closing of the sale. For every week after March 18 that closing of a sale is delayed, the Debtors expect the estates will sustain a net loss of approximately $400,000. Karl Pearson, managing director at SierraConstellation Partners, says the proposed going concern sale will realize close to four times the value realized from a liquidation, if not more, will preserve jobs of 720+ employees, allow trade creditors to continue to generate sales and profits from continuing business ($15 million) with the going concern, and preserve sources from which to recover for unsecured creditors. SCP stated that if the Debtors were forced to liquidate their assets, it is expected that the estates would realize approximately $6 million in net sale proceeds, all of which are secured by the liens of PAM (on account of the DIP Financing it provided) and the Bank of the West ("Bank") on account of its Prepetition Loan Agreement. The buyer, Parts Authority Metro, LLC, is a newly formed subsidiary of Parts Authority, Inc., a New York corporation ("Parts Authority"). Parts Authority is one of the largest distributors of automotive and truck parts on the East Coast. Based in New York, Parts Authority was established in 1972. Parts Authority carries an extensive inventory which includes parts for domestic vehicles, import vehicles and trucks. Parts Authority also offers transmission parts, fleet parts, taxi parts and automotive equipment. Randy Buller, president of Parts Authority Metro LLC ("PAM"), attested that no present or contemplated officers, directors or shareholders of PAM or any of its affiliates (including, but not limited to, Parts Authority), is an "insider" of either of the Debtors as that term is defined in section 101(31) of the Bankruptcy Code. A copy of the Sale Order is available for free at: http://bankrupt.com/misc/Metro_Auto_324_Sale_Order.pdf A copy of the execution version of the PAM APA is available for free at: http://bankrupt.com/misc/Metro_Auto_321_PAM_APA.pdf * * * TCF Equipment Finance said in an objection that the cure amounts in connection with the assignment of its lease to the buyer must include no less than $4,612.50 in attorneys' fees. The Debtors responded that TCF has provided no evidence to support any claim to attorneys' fees. Parts Authority Metro's attorneys: ASK LLP Attn: Joseph Steinfeld Marianna Udem, Esq. 151 West 46th Street, 4th Floor, New York NY E-mail jsteinfeld@askllp.com mudem@askllp.com About Metropolitan Automotive Metropolitan Automotive Warehouse, Inc. is a family-owned Southern California-based business, distributing automotive aftermarket parts for the last 60 years, with operations in Southern California and Central California. Metropolitan distributes aftermarket automotive parts to retail stores and also sells to and fulfills orders for various e-commerce customers. Star Auto Parts, Inc., a wholly-owned subsidiary of Metropolitan, is a Southern California based retailer of aftermarket parts. Star sells aftermarket automotive parts directly to repair facilities also known as the "Do-it-for-Me" channel, end users, also known as the "Do-it-Yourself" channel, and businesses, which own and operate vehicle fleets. Metropolitan and Star Auto employ approximately 1,000 persons. Metropolitan Automotive Warehouse, Inc. and Star Auto Parts sought Chapter 11 protection (Bankr. C.D. Cal.) on Jan. 6, 2016. The cases are jointly administered under Case No. 16-10096. Judge Wayne E. Johnson is assigned to the cases. The petitions were signed by Ron Turner, the president. The Debtor has estimated assets in the range $10 million to $50 million and estimated liabilities of $50 million to $100 million. Richard Pachulski serves as the Debtors' CRO. Winthrop Couchot Professional Corporation serves as the Debtor's counsel. SierraConstellation Partners is the Debtors' financial advisor. Imperial Capital, LLC, is the investment banker. A 7-member panel has been appointed as the official committee of unsecured creditors in the Debtor's case. The Creditors Committee retained Sidley Austin LLP as its counsel; and Alvarez & Marsal North America, LLC, as financial advisor. METROPOLITAN AUTOMOTIVE: $7.5M DIP Financing From Buyer Approved ---------------------------------------------------------------- The Bankruptcy Court on Feb. 29 entered an interim order authorizing Metropolitan Automotive Warehouse, Inc., and Star Auto Parts, Inc., to obtain up to $7.5 million of DIP financing from proposed buyer Parts Authority Metro LLC. In order to continue to operate their businesses, subject to the terms and conditions of this Interim Order and the other DIP Loan Documents, the Debtors are authorized to borrow under the DIP Facility up to an aggregate principal amount of $7,500,000 only for the purposes set forth in the DIP Loan Documents, (i) $5,000,000 of which will be funded within 3 business days after entry of the Interim Order to repay and replace the Existing DIP Facility and for use in accordance with Section 3.01 of the DIP Credit Agreement and (ii) $2,500,000 of which will be funded within one Business Day after the Sale Hearing in the event the DIP Lender is chosen and approved as the Successful Bidder, for use in accordance with Section 3.01 of the DIP Credit Agreement through the proposed closing of the sale on March 19, 2016. A copy of the Interim DIP Order is available for free at: http://bankrupt.com/misc/Metro_Auto_285_Int_DIP_Ord.pdf About Metropolitan Automotive Metropolitan Automotive Warehouse, Inc. is a family-owned Southern California-based business, distributing automotive aftermarket parts for the last 60 years, with operations in Southern California and Central California. Metropolitan distributes aftermarket automotive parts to retail stores and also sells to and fulfills orders for various e-commerce customers. Star Auto Parts, Inc., a wholly-owned subsidiary of Metropolitan, is a Southern California based retailer of aftermarket parts. Star sells aftermarket automotive parts directly to repair facilities also known as the "Do-it-for-Me" channel, end users, also known as the "Do-it-Yourself" channel, and businesses, which own and operate vehicle fleets. Metropolitan and Star Auto employ approximately 1,000 persons. Metropolitan Automotive Warehouse, Inc. and Star Auto Parts sought Chapter 11 protection (Bankr. C.D. Cal.) on Jan. 6, 2016. The cases are jointly administered under Case No. 16-10096. Judge Wayne E. Johnson is assigned to the cases. The petitions were signed by Ron Turner, the president. The Debtor has estimated assets in the range $10 million to $50 million and estimated liabilities of $50 million to $100 million. Richard Pachulski serves as the Debtors' CRO. Winthrop Couchot Professional Corporation serves as the Debtor's counsel. SierraConstellation Partners is the Debtors' financial advisor. Imperial Capital, LLC, is the investment banker. A 7-member panel has been appointed as the official committee of unsecured creditors in the Debtor's case. The Creditors Committee retained Sidley Austin LLP as its counsel; and Alvarez & Marsal North America, LLC, as financial advisor. METROPOLITAN AUTOMOTIVE: BOTW OKs $1.5M Carve-Out from Proceeds --------------------------------------------------------------- The Bankruptcy Court approved, on a final basis, a stipulation entered into by Metropolitan Automotive Warehouse, Inc., and Star Auto Parts, Inc., with secured creditor Bank of the West; and CWD, LLC. The Stipulation governs the limited use of BOTW's first priority perfected, security interest in substantially all of the personal property assets of the Debtor. The Stipulation also governs the limited use of CWD's asserted second priority security interest in inventory and other assets of the Debtors. Pursuant to a stipulation, BOTW agrees to carve out and not assert its lien on $1,500,000 of sale proceeds which amount will be paid to the Debtors' estates. BOTW will be entitled to and will receive all amounts exceeding the carve-out until its allowed claim is paid in full. If a third party overbids Parts Authority Metro, LLC's $23 million stalking horse bid, BOTW will carve out and not a assert its lien on amount up to an additional $1,000,000 of the overbid sale proceeds, which amount will be paid to the Debtors' estates. Further, if sale proceeds exceeding the Overbid Carve-Out exist, BOTW and the Debtors' estates each will receive 50% of the proceeds until BOTW's allowed claim is paid in full. The Stipulation authorizes the Debtors to use cash collateral until March 19, 2016, the expected closing date of the assets sale. As adequate protection BOTW will receive replacement liens and superpriority administrative claims. A copy of the Stipulation is available for free at: http://bankrupt.com/misc/Metro_Auto_266_Lender_Stip.pdf Attorneys for Bank of the West: KATTEN MUCHIN ROSENMAN LLP William Freeman Craig Barbarosh Jessica Micckelsen Simon E-mail: bill.freeman@kattenlaw.com Attorneys for CWD: SULMEYERKUPETZ Victor Sahn E-mail: vsahn@sulmeyerlaw.com About Metropolitan Automotive Metropolitan Automotive Warehouse, Inc. is a family-owned Southern California-based business, distributing automotive aftermarket parts for the last 60 years, with operations in Southern California and Central California. Metropolitan distributes aftermarket automotive parts to retail stores and also sells to and fulfills orders for various e-commerce customers. Star Auto Parts, Inc., a wholly-owned subsidiary of Metropolitan, is a Southern California based retailer of aftermarket parts. Star sells aftermarket automotive parts directly to repair facilities also known as the "Do-it-for-Me" channel, end users, also known as the "Do-it-Yourself" channel, and businesses, which own and operate vehicle fleets. Metropolitan and Star Auto employ approximately 1,000 persons. Metropolitan Automotive Warehouse, Inc. and Star Auto Parts sought Chapter 11 protection (Bankr. C.D. Cal.) on Jan. 6, 2016. The cases are jointly administered under Case No. 16-10096. Judge Wayne E. Johnson is assigned to the cases. The petitions were signed by Ron Turner, the president. The Debtor has estimated assets in the range $10 million to $50 million and estimated liabilities of $50 million to $100 million. Richard Pachulski serves as the Debtors' CRO. Winthrop Couchot Professional Corporation serves as the Debtor's counsel. SierraConstellation Partners is the Debtors' financial advisor. Imperial Capital, LLC, is the investment banker. A 7-member panel has been appointed as the official committee of unsecured creditors in the Debtor's case. The Creditors Committee retained Sidley Austin LLP as its counsel; and Alvarez & Marsal North America, LLC, as financial advisor. MID-STATES SUPPLY: SSG and Frontier Okayed as Investment Bankers ---------------------------------------------------------------- The Hon. Cynthia A. Norton of the U.S. Bankruptcy Court for the Western District of Missouri, according to Mid-States Supply Company, Inc.'s case docket, approved the Debtor's application to employ SSG Advisors, LLC and Frontier Investment Banc Corporation as investment bankers. On Feb. 10, the Court entered an interim order, authorizing the Debtor to employ the investment banker. The investment banker is expected to provide these services to the Debtor: 1. Sale: -- prepare an information memorandum describing the Debtor,its historical performance including existing operations, facilities, contracts, customers, management and projected financial results and operations; -- assist the Debtor in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval the Debtor; -- coordinate agreements for potential buyers wishing to review the information memorandum. 2. Financing: -- assist the Debtor in coordinating site visits for interested leaders and investors and working with the management team to develop appropriate presentations for the visits; -- solicit competitive offers from potential lenders and investors; and -- assist the Debtor and its other professionals, as necessary, through closing on a best efforts basis. 3. Restructuring: -- negotiate and assist the Debtor and its counsel in reviewing secured debt documents and meeting with lenders,lessors and critical creditors regarding long term extension agreements and other restructuring arrangements; -- work with critical vendors to secure alternative and credit; and -- assist the debtor and its professionals, as necessary, through closing on a best effort basis. The fee structure provides for: 1. an initial fee of $30,000; 2. monthly fees of $25,000 per month; 3. sale fee in cash equal to the greater of 9i) $500,000; or (ii) 2.5% of total consideration. If the sale transaction takes the form of a liquidation of the debtor, the sale fee will be $250,000. 4. upon the closing of a financing transaction, investment banker will be entitled to a fee payable in cash equal to the greater of (i) $500,000 or (ii) 2.5! of any senior debt raised from any source plus 6% of any Tranche B, Traditional Subordinated Debt or Equity raised regardless of whether the Debtor chooses to draw down the full amount of the financing. 5. upon the closing of a restructuring transaction, investment banker will be entitled to a fee payable in cash equal to $00,000. The investment banker will also be entitled to reimbursement of all reasonable out-o-pocket expenses. SSG and Frontier's fee sharing is subject to a side letter engagement between SSG and Frontier. SSG and Frontier agreed to split the compensation as (i) SSG will receive 60% and Frontier will receive 40%of the monthly fee and any transaction fee; and (ii) SG will receive 50% and Frontier will receive 50% of the initial fee. To the best of the Debtor's knowledge, the firms are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Mid-States Supply Founded and headquartered in Kansas City, Missouri, Mid-States Supply Company, Inc., supplier of pipes, valves and fittings to ethanol, pipeline and power industries in the United States, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No. 16-40271) on Feb. 7, 2016. The petition was signed by Stuart Noyes as chief restructuring officer. The Debtor estimated both assets and liabilities in the range of $50 million to $100 million. The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor LLC as financial advisor, SSG Advisors, LLC and Frontier Investment Banc Corporation as investment bankers, Tarsus CFO Services, LLC as chief financial officer services provider and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. An official committee of unsecured creditors has been appointed in the case and is represented by Marcus A. Helt, Esq., and Michael S. Haynes, Esq., at Gardere Wynne Sewell LLP. MILWAUKEE ACADEMY: S&P Lowers Rating on $12MM 2013 Bonds to BB+ --------------------------------------------------------------- Standard & Poor's Ratings lowered its long term rating on the Milwaukee Redevelopment Authority, Wis.' $12 million series 2013 redevelopment education refunding revenue bonds issued on behalf of the Milwaukee Science Education Corp. Inc., doing business as Milwaukee Academy of Science, to 'BB+' from 'BBB-'. The outlook is stable. "The downgrade reflects two years of operating deficits, and a history of uneven financial performance, which has led to variable coverage levels," said Standard & Poor's credit analyst Laura Kuffler-Macdonald. In addition, the maximum annual debt service (MADS) of 1.1x is not consistent with the 'BBB-' rating. The rating reflects S&P's view of the school's: -- History of fluctuating operating performance, with fiscal years 2014 and 2015 generating an operating deficit; -- MADS coverage of 1.1x, resulting in very limited flexibility for operating pressures; -- No waiting list, although retention remains moderately good; and -- Inherent uncertainty associated with charter renewals given that the bonds' final maturity exceeds the time horizon of the existing charter. Partially offsetting the above weaknesses, in S&P's view, are the schools: -- Relatively large revenue base, with more than 1,000 students; -- Specialized curriculum emphasizing the sciences, which continues to serve as a competitive edge; -- Independent authorizer in the form of the City of Milwaukee rather than a competing school district; -- Solid liquidity position for the rating; and -- Manageable debt levels, with no near-term plans to significantly increase debt. The academy is a public kindergarten through 12th-grade (K-12) charter school in downtown Milwaukee. The $12 million series 2013 fixed-rate bonds is the school's only debt. School revenue and a mortgage on the school's facilities secure the bonds. Among the facilities excluded from the mortgage are the unoccupied topmost seven floors of a tower that the school is exploring divesting. The stable outlook reflects or view that the school will maintain its demand profile, good academic performance and will improve its operations to achieve breakeven operating results. Although S&P don't envision doing so over the one-year outlook period, it could lower the rating if enrollment level declines, MADS continue to produce negative operating margins, or if coverage declines below 1x. A higher rating is unlikely in the next year but is possible beyond that if coverage levels exceed 1.5x, cash improves to more than 100 days, and debt levels remain manageable. MJC AMERICA: Hires Eric Stone as Special Litigation Counsel ----------------------------------------------------------- MJC America, Ltd. seeks authorization from the Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the Central District of California to employ the Law Office of Eric L. Stone LLC as special litigation counsel. The Debtor requires the firm to assist with legal guidance and representation, in a civil penalty matter currently before the Consumer product Safety Commission, regarding certain dehumidifiers manufactured by Gree Electric Appliances, Inc. and to address those additional matters for which the firm expressly agrees to provide representation. The hourly rate of Eric L. Stone is $475. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Pursuant to the retainer letter between Debtor and the Firm, Debtor have agreed to pay a total retainer of $20,000. The funds will come from one of Debtor’s affiliates and not the Debtor. Mr. Stone assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: Eric L. Stone, Esq. LAW OFFICE OF ERIC L. STONE LLC 14524 Kings Grant St. North Potomac, MD 20878 Tel: (301) 424-0270 E-mail: ericstone@ericstonelaw.com About MJC America MJC America, Ltd., doing business as Soleus Air System -- http://www.soleusair.com/-- which sells Soleus-branded air conditioners and heaters in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles on Dec. 10, 2013. The Debtor selected Law Offices of David A. Tilem ("TILEM") as its general bankruptcy counsel. Winston & Strawn LLP serves as special litigation counsel. MJC disclosed $14.0 million in total assets and $15.9 million in liabilities in its schedules. Accounts receivable of $9.22 million and inventory of $4.12 million comprise most of the assets. East West Bank has a scheduled secured claim of $2.1 million on a line of credit, and Hong Kong Gree Electric Appliances Sales, Ltd., is owed $4.07 million, but only $288,000 is secured. MODULAR SPACE: Moody's Puts 'Caa2' Ratings on Review for Upgrade ---------------------------------------------------------------- Moody's Investors Service placed the Caa1 corporate family rating of Modular Space Holdings, Inc. (ModSpace) and the Caa2 rating of senior secured notes issued by ModSpace's wholly owned subsidiary Modular Space Corporation on review for upgrade following the company's announcement that it has entered into a conditional agreement to merge with Williams Scotsman International, Inc. ("William Scotsman"), a subsidiary of Algeco Scotsman ("Algeco", Algeco Scotsman Global S.A.R.L.'s corporate family rating B3, on review for downgrade), with ModSpace as the surviving entity. RATINGS RATIONALE The review for upgrade is based on the potentially positive credit effects of the proposed transaction on the combined entity's franchise strength, operating efficiency and profitability, and liquidity. ModSpace expects the transaction, which is subject to a number of conditions, including regulatory approvals, to close in the second or third quarter of 2016. The transaction will significantly increase ModSpace's scale, expanding its fleet to approximately 150,000 from about 70,000 units, and could improve its operating leverage through cost rationalizations based on overlapping locations, which could allow it to return to profitability. ModSpace's financial performance is currently weak, with the company posting a pre-tax loss of $8.5 million in the quarter ended December 31, 2015, consistent with its performance in the fiscal year ended September 30, 2015 when it reported a $34.1 million pre-tax loss. The company's leverage remains high, with Debt to EBITDA measuring 8.7x for trailing twelve months ended December 31, 2015. During the review, Moody's will assess the future profitability of the merged entity, its leverage, as well as its liquidity position. The companies are currently evaluating various financing options for the transaction, which will likely include a combination of debt and equity funding, including a new asset based lending (ABL) facility. Moody's expects ModSpace will be able to extend the maturity of its existing ABL facility, due in June 2016, until the transaction is consummated. ModSpace's ratings could be upgraded if Moody's determines that the merged entity will have significantly improved profitability and lower leverage. Ratings could be confirmed if Moody's concludes that the merged entity's profitability and leverage will not materially improve from ModSpace's current levels in the next four quarters following the transaction close. Although not expected, if the combined entity's capital structure results in materially higher leverage or if ModSpace fails to renew or extend its existing ABL facility, maturing in June of 2016, then its ratings could be lowered. Based in Berwyn, PA, ModSpace is a North America-based provider of modular buildings, storage, and services for temporary and permanent space needs. MOLYCORP INC: Credit Bid Must be Accepted, Noteholders Argue ------------------------------------------------------------ The Ad Hoc Group of Holders of the 10% Senior Secured Notes issued by Molycorp, Inc., asks the U.S. Bankruptcy Court to compel the Debtors to comply with the Bidding Procedures Order by accepting the secured creditors' bid for their collateral held by Molycorp Minerals, or in the alternative convert the cases of of Molycorp Minerals, LLC, PPV IV Mountain Pass II, Inc., PPV Mountain Pass, Inc., and RCF IV Speedwagon Inc., to liquidation under chapter 7 of the Bankruptcy Code. According to the Noteholders, the Debtors' sales process has now concluded, and the only bid for the assets of Molycorp Minerals was a credit bid for substantially all collateral submitted at the direction of the Ad Hoc 10% Noteholders. Accordingly, the only credible path forward for Molycorp Minerals is to finalize the transfer of the 10% Noteholders' collateral pursuant to this credit bid. But the Debtors refuse to do that. Instead, the Debtors have now decided that certain property owned by Molycorp Minerals -- and that indisputably secures the 10% Notes -- is actually not for sale, and will instead be transferred to the Neo Debtors for unknown (or no) consideration. Moreover, the Debtors have refused to deem the secured creditor bid a "qualified bid," even with respect to collateral that the Debtors are not attempting to pull off the auction block. The Noteholders assert that the right to credit bid is an additional fundamental protection provided to secured creditors in bankruptcy, under Section 363(k) of the Bankruptcy Code, which insures against the undervaluation of the secured claim at an asset sale. The Ad Hoc 10% Noteholders further assert that the Bidding Procedures Order expressly recognizes this right: "Holders of the 10% Notes are permitted to submit a credit bit . . . in an amount up to the full amount of their prepetition claims for the Molycorp Minerals Assets and a corresponding amount of such claims that are secured on a pari passu basis with respect to such collateral," and this specifically applies to all collateral held by Molycorp Minerals. The Ad Hoc 10% Noteholders further assert that the Debtors' refusal to designate the Credit Bid as a "qualified bid" violates the express terms of the Bidding Procedures Order. Likewise, the Debtors have belatedly attempted to exclude valuable collateral owned by Molycorp Minerals from the Ad Hoc 10% Noteholders' credit bid, which includes: intellectual property, contracts, and other property related to Molycorp's proprietary rare-earth based water treatment products, the Molycorp tradename, and other intellectual property owned by Molycorp Minerals and used by other Debtors, the Ad Hoc 10% Noteholders added. In the alternative, the Ad Hoc 10% Noteholders argue that conversion is appropriate in these cases due to absence of the Debtors working towards a sale of the Molycorp Minerals collateral considering that Molycorp Minerals will continue to generate operating losses -- even if chapter 11 costs are excluded -- despite having been shut down. Moreover, the Ad Hoc 10% Noteholders tell the Court that there is no reasonable likelihood of rehabilitation in these cases specifically since Molycorp Minerals, including the collateral, has lost value since the petition date, and that deterioration continues and likewise, the Debtors' plan itself admits that the Molycorp Minerals is being liquidated, not rehabilitated. Finally, the Ad Hoc 10% Noteholders point out that if the Debtors insist on disqualifying the Ad Hoc 10% Noteholders' credit bid, conversion would be appropriate to avert improper asset transfers and interference with secured creditor rights by Molycorp Minerals’ fiduciaries. The Ad Hoc Group of Holders of the 10% Senior Secured Notes is represented by: Laura Davis Jones, Esq. James E. O’Neill, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com jo’neill@pszjlaw.com crobinson@pszjlaw.com -- and -- Thomas Moers Mayer, Esq. Gregory Horowitz, Esq. Joshua K. Brody, Esq. Andrew M. Dove, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: tmayer@kramerlevin.com jbrody@kramerlevin.com ghorowitz@kramerlevin.com adove@kramerlevin.com About Molycorp, Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent are earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. * * * Judge Christopher Sontchi in Delaware approved the disclosure statement explaining the Debtors' Plan on Jan. 20, 2015, after the Debtors revised the Disclosure Statement to incorporate certain modifications directed by the Court during the Jan. 14 hearing. The Plan contemplates two possible outcomes: (1) the sale of substantially all of the Debtors' assets if certain conditions set forth in the Plan are satisfied and (2) (a) the sale of the assets associated with the Debtors' Mountain Pass mining facility in San Bernardino County, California; and (b) the stand-alone reorganization around the Debtors' other three business units. MOMENTIVE PERFORMANCE: Moody's Cuts Corp Family Rating to Caa1 -------------------------------------------------------------- Moody's Investors Service, in late January 2016, downgraded Momentive Performance Materials Inc.'s (Momentive's) corporate family rating (CFR) to Caa1 from B3, and their probability of default rating (PDR) to Caa1-PD from B3-PD. Concurrently, Moody has downgraded the assigned ratings of Momentive's $1.1 billion, at 3.88%, first-lien senior secured notes due 2021; and Momentive's $250 million, at 4.69%, second-lien senior secured notes due 2022. The first-lien notes are now rated Caa1, down from B3; and the second-lien notes are now rated Caa3, down from Caa2. Moody's has also affirmed Momentive's SGL-3 speculative grade liquidity rating, meaning the company's liquidity position for the next 12-18 months is adequate. The outlook on the ratings is stable. "The change in Momentive's rating to Caa1 from B3 comes following the company's poor third-quarter 2015 performance, and our expectation that Momentive's sales and margins will come under increasing pressure due to weakening end-markets for silicones, especially in Asia," says Anthony Hill, a Moody's Vice President - Senior Credit Officer and lead analyst for Momentive. The changes are: Issuer: Momentive Performance Materials Inc. -- Corporate Family Rating, downgraded to Caa1 from B3 -- Probability of Default Rating, downgraded to Caa1-PD from B3-PD -- Senior Secured First Lien Notes, downgraded to Caa1 (LGD3) from B3 (LGD3) -- Senior Secured Second Lien Notes, downgraded to Caa3 (LGD5) from Caa2 (LGD5) The affirmations are: Issuer: Momentive Performance Materials Inc. -- Speculative Grade Liquidity Rating, affirmed at SGL-3 RATINGS RATIONALE Momentive's Caa1 CFR reflects the company's high financial leverage, which Moody's now expects will be around 7.6x debt/EBITDA (on a Moody's-adjusted basis) for the fiscal year ended December 2015 (higher than our previous expectation of 6.6x debt/EBITDA). Moody's expects that Momentive will continue to have an adequate liquidity profile over at least the next 18-24 months. However, the company is almost entirely exposed to a global silicone market that is highly competitive and is expected to experience a deeper period of cyclical oversupply, and weak global demand within some sub-segments -- especially in Asia where Moody's expects lackluster growth and trade demand through 2017. As evidenced by Momentive's weak financial results for quarter-end September 2015, some of these themes have already begun to actualize. For example, the company's as reported sales and EBITDA for this quarter were down year-on-year by 11% and 35%, respectively. The company primarily attributes this decline to (1) global inventory destocking; (2) strengthening U.S. dollar relative to the euro and Japanese yen; and (3) slowing economic growth in China. Additionally, relative to its major competitors, Momentive's backward integration is low. This lack of backward integration means that the company must purchase raw materials directly from the open market, presumably, at a premium relative to its competitors who are more integrated. In Moody's opinion, this limited business profile, which is structural and difficult to overcome, will pressure Momentive's margins over the coming years. Yet for all of these concerns, Momentive remains a leading global producer of silicone products, with a track record of maintaining adequate market share positions across a diverse product portfolio. Additionally, while Momentive's EBITDA margin is currently around 10% (down from a peak of around 20% in 2010), a significant portion of the company's product portfolio is able to generate stable, healthy, EBITDA margins. Furthermore, in November 2015 the company announced a global restructuring program targeting $25 million in cost savings in 2016. The rating also acknowledges Momentive's adequate liquidity profile. Moody's believes that Momentive's liquidity will cover its near-term cash requirements. For fiscal year-end December 2015, Moody's expects the company to exhibit a cash balance of around $200 million (this based on the rating agency's forecasts). This cash balance, the company's committed $270 million asset-based revolving credit facility, and internally generated cash flow will cover the company's ongoing basic cash needs, such as working capital and expected capital expenditures. Using Moody's Loss Given Default (LGD) methodology, the PDR is equal to the CFR, based on a 50% recovery rate, primarily due to the covenant-lite structure of the senior secured notes. Moody's also used this methodology to assign a Caa1 rating to the first-lien senior secured notes. In Moody's opinion, the level of US-based collateral backing Momentive's US-issued debt is not adequate to warrant any upward notching of the ratings of the first-lien senior secured notes. Additionally, the $1.1 billion first-lien notes represent more than 70% of the company's debt capital structure, subordinated only by the $250 million second-lien notes. As a result, the first-lien notes are also rated Caa1, at the same as the CFR. The second-lien notes are rated Caa3, two notches below the CFR, reflecting their subordinated ranking in Momentive's debt capital structure. The stable outlook reflects Moody's expectation that Momentive's credit metrics will remain stable throughout 2016, and begin to exhibit some modest improvements in 2017. Moody's would consider upgrading Momentive's ratings if the company is able to (1) maintain its operating performance; (2) improve its profitability such that its EBITDA margins are sustainably around 11%; (3) generate a sustained positive retained cash flow/debt ratio of around 9%; and (3) improve its leverage profile such that its debt/EBITDA ratio is around 6.0x. Conversely, Moody's would consider downgrading Momentive's ratings if the company's liquidity profile and credit metrics deteriorate as a result of (1) a weakening of its operational performance; or (2) an aggressive change in its financial policy. Quantitatively, Moody's would consider downgrading Momentive's ratings if (1) its debt/EBITDA ratio rises above 8.0x; or (2) its EBITDA margins fall towards 7%; or (3) its retained cash flow/debt ratio falls towards 4%. All figures are on a Moody's-adjusted basis. Based in New York, US, Momentive Performance Materials Inc. is one of the largest global producer of silicones and silicone derivatives. The company has two divisions, (1) silicones, which account for approximately 92% of revenues; and (2) quartz. Silicones, or more accurately polymerized siloxanes or polysiloxanes, are mixed inorganic-organic polymers that are used in a wide variety of industrial and consumer applications including agriculture, automotive, electronics, healthcare, personal care, textiles and sealants (the most recognizable application is for bathroom, kitchen and window sealants around the home). Momentive is approximately 40% owned by funds managed or owned by the private equity division of Apollo Global Management (unrated). For the last 12 months ending 30 September 2015, Momentive's revenues and Moody's-adjusted EBITDA were approximately $2.3 billion and $204 million, respectively. MUSCLEPHARM CORP: CEO Steps Down; Interim CEO and President Named ----------------------------------------------------------------- MusclePharm Corporation announced Brad Pyatt has resigned from his position as CEO and will also leave the Company's Board of Directors. Executive Chairman Ryan Drexler has been appointed Interim CEO and president. The Company has begun a search for a replacement that will be overseen by the board. "Brad has been a valuable innovator and contributor to MusclePharm, both as a member of our board and former chief executive officer," said MusclePharm's chairman and interim chief executive officer and president, Mr. Drexler. "I would like to thank Brad for his many years of dedicated service." Mr. Drexler added, "the Company will continue to execute its growth and restructuring plans following Brad's departure." "Brad has left the Company in good hands," Mr. Drexler said. "The management team is focused on maximizing shareholder returns and executing our strategy to make MusclePharm the preeminent brand in the sports nutrition industry." "We have accomplished a lot over the last eight years since I embarked on this journey to build a household name in sports nutrition. It has been an amazing ride and I want to personally thank all of the great people and partners who helped along the way in the development of this great company," Pyatt said. "A good entrepreneur has to know when it's time to hand leadership over, and I feel it is the right time for me and the Company." Mr. Drexler, age 45, has served as chairman of the Company's Board of Directors since Aug. 26, 2015. He is currently the chief executive officer of Consac, LLC, a privately held firm that invests in the securities of publicly traded and venture-stage companies. Previously, Mr. Drexler served as president of Country Life Vitamins, a family owned nutritional supplements and natural products company he joined in 1993. In addition to developing strategic objectives and overseeing acquisitions for Country Life, Mr. Drexler created new brands that include the BioChem family of sports and fitness nutrition products. Mr. Drexler negotiated and led the process which resulted in the sale of Country Life in 2007 to the Japanese conglomerate Kikkoman Corp. Mr. Drexler graduated from Northeastern University, where he earned a BA in political science. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm Corporation reported a net loss of $13.8 million in 2014, a net loss of $17.7 million in 2013 and a net loss of $19 million in 2012. As of Sept. 30, 2015, the Company had $62.2 million in total assets, $67.8 million in total liabilities and a $5.54 million total stockholders' deficit. MUSCLEPHARM CORP: Delays 2015 Form 10-K Filing ---------------------------------------------- MusclePharm Corporation has filed a Notification of Late Filing, or Form 12b-25, with the Securities and Exchange Commission with regard to its annual report on Form 10-K for the fiscal year ended Dec. 31, 2015. On March 15, 2016, the Company appointed Ryan Drexler, its executive chairman, as interim chief executive officer and president, and its former chief executive officer, Brad Pyatt, ceased to be an employee of the Company. The filing of the Company's Annual Report has been delayed due to transition matters relating to such appointment and resignation. As a result of this transition period, the Company was unable to file the Annual Report in a timely manner without unreasonable effort or expense. The Company intends to file the Annual Report within the extension period provided under Rule 12b-25. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm Corporation reported a net loss of $13.8 million in 2014, a net loss of $17.7 million in 2013 and a net loss of $19 million in 2012. As of Sept. 30, 2015, the Company had $62.2 million in total assets, $67.8 million in total liabilities and a $5.54 million total stockholders' deficit. NEIMAN MARCUS: S&P Revises Outlook to Negative & Affirms 'B-' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on the Dallas-based The Neiman Marcus Group Inc. to negative from stable. At the same time, S&P affirmed all ratings, including the 'B-' corporate credit rating. "The outlook revision reflects our expectation that operating performance will remain weak over the next 12 months, resulting in moderately negative free operating cash flow generation over that time period," said Standard & Poor's credit analyst Mathew Christy. "We believe the department store industry's operating environment will remain soft in 2016, given the heightened industry competition and softness in retail apparel trends. We also believe declining mall-based traffic, along with cautious consumer spending on small-ticket, highly discretionary items will weigh on Neiman Marcus' operating results. As such, S&P expects operating performance and credit metrics to deteriorate in the next 12 months." Standard & Poor's would revise the outlook to stable if the company stabilizes and improves its operations with positive same-store sales and some margin recovery, driven by an effective merchandising strategy and increased customer traffic. This would result in consistently positive free operating cash flow and improved credit metrics. NEWFIELD EXPLORATION: S&P Lowers CCR to 'BB+', Off Neg. CreditWatch ------------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on Houston-based Newfield Exploration Co. to 'BB+' from 'BBB-' and removed it from CreditWatch, where S&P placed it with negative implications on Feb. 2, 2016. At the same time, S&P lowered the issue-level rating to 'BB+' from 'BBB-' and assigned a '3' recovery rating to the company's senior unsecured debt. A '3' recovery rating indicates meaningful (higher end of the 50%-70% range) recovery in the event of a default. The outlook is stable. "The downgrade reflects our revised EBITDA and cash flow estimates, which incorporate Newfield's actual 2015 results, recent equity issuance, and our assumptions for 2016 and 2017 capital spending and production," said Standard & Poor's credit analyst Carin Dehne-Kiley. Despite the company's recent $802 million equity issuance (gross), S&P now expects funds from operations (FFO) to debt to remain below 30% over the next two years. Although Newfield has initiated plans to potentially sell noncore assets, S&P do not believe the potential proceeds will be sufficient to bring leverage back to levels S&P views as appropriate for an investment-grade rating, given its assessment of Newfield's business risk profile. The ratings on Newfield reflect S&P's assessment of the company's satisfactory business risk profile, significant financial risk profile, and strong liquidity. The stable outlook reflects S&P's view that Newfield Exploration's credit measures will remain appropriate for the rating over the next two years, with FFO/debt in the 20% to 30% range. S&P could downgrade the company if it expected FFO/debt to fall and remain below 20% for a sustained period, which would most likely occur if capital spending exceeded cash flows (including asset sale proceeds) by more than S&P's current estimates or if production were weaker than its projections. S&P could raise the rating if it expected FFO/debt to improve and remain above 30% for a sustained period, which would most likely occur if commodity prices averaged above S&P's current price deck assumptions, or if the company increased its proved reserves more in line with higher-rated peers while maintaining appropriate credit measures. NORTHWEST PEDIATRIC: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Northwest Pediatric Services S.C. d/b/a Kid Care Medical S.C. c/o Kid Care Medical S.C. 373 Summit St., #101 Elgin, IL 60120 Case No.: 16-09373 Nature of Business: Health Care Chapter 11 Petition Date: March 18, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Scott R Clar, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 S Lasalle Suite 3705 Chicago, IL 60603 Tel: 312 641-6777 Fax: 312 641-7114 E-mail: sclar@craneheyman.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Orawan Sukavachana, M.D., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb16-09373.pdf NUO THERAPEUTICS: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Nuo Therapeutics, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Schedule A/B: Assets-Real and Personal Property 1a. Real property: $0.00 1b. Total personal property: $180,006,792.92 ----------------- 1c. Total of all property: $180,006,792.92 Summary of Liabilities Schedule D: Creditors Who Have Claims Secured by Property $39,525.054.64 Schedule E/F: Creditors Who Have Unsecured Claims 3a. Total claim amounts of priority unsecured claims $386,356.92 3b. Total amount of claims of nonpriority amount of unsecured claims $2,805,556.19 ----------------- Total liabilities $42,716,967.75 A copy of the Schedules is available at no extra charge at: http://is.gd/nqPol4 On March 7, 2016, the Official Committee of Unsecured Creditors filed with the Court a statement regarding the Debtor's defective notice of its intent to potentially seek conversion of its Chapter 11 case to one under Chapter 7. The Debtor said in a notice filed with the Court on March 7 that alternatively, if the parties cannot reach agreement on financing, the Debtor will seek conversion of this case to a case under Chapter 7 of the U.S. Bankruptcy Code. A hearing was set for Feb. 29, 2016, at 9:30 a.m. (Prevailing Eastern Time) to address whether the Debtor has the right to convert the case. The Committee said that a motion to convert must be by written motion filed and served on all creditors, with 21 days' notice of the hearing. According to the Committee, the Debtor failed to comply with the applicable rules of procedure requiring a written motion and its generic notice of hearing and nebulous statement in the notice of agenda are procedurally insufficient and should not be considered by the Court without a written motion. A Sec. 341 meeting of creditors was held on March 3, 2016, at 2:00 p.m. at the J. Caleb Boggs Federal Building, 844 N. King Street, 2nd Floor, Room 2112, Wilmington, Delaware. About NUO Therapeutics Nuo Therapeutics, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. NUO THERAPEUTICS: Has Court's Final OK to Pay Critical Vendors -------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware has entered a final order authorizing Nuo Therapeutics, Inc., to pay all or a portion of the prepetition claims of critical vendors in an aggregate amount not to exceed $650,000. On Jan. 26, 2016, the Debtor sought the Court's permission to pay all or a portion of amounts owing to certain trade creditors that are, the Debtor's business judgment, "critical" to the Debtor's ability to conduct its business and operations. To date, the Debtor has identified 28 Critical Vendors. The Debtor asked the Court to allow it to, among other things, pay, in its reasonable business judgment, the Critical Vendor Claims in an aggregate amount not to exceed (a) $450,000 on an interim basis and (b) $650,000 on a final basis. Each of the Critical Vendors provides materials, components, or services that are vital to the Debtor's continued operations and ability to generate revenue. The Critical Vendors (i) provide unique goods or services that are otherwise unavailable; (ii) provide goods or services that the Debtor is unable to procure without incurring significant migration costs or compromising quality; and (iii) do not have long-term written supply contracts or other relationships with the Debtor such that they could be compelled to continue providing goods or services to the Debtor postpetition. The Debtor recognizes that all or some of the Critical Vendors may refuse to provide goods or services to the Debtor on a postpetition basis if the Debtor does not pay all or part of the vendors' prepetition claims. The Critical Vendor Claims comprise approximately 31% of the accounts payable reflected in the Debtor's books and records. On Jan. 28, 2016, the Court entered an interim order allowing the Debtor to make the payments, in an aggregate amount no to exceed $450,000, and set a final hearing for Feb. 22, 2016. Aaron Stulman, Esq., at Ashby & Geddes, P.A., co-counsel to the Debtor, said in a certification filed on Feb. 19, 2016, that the Debtor received informal comments from the U.S. Trustee saying that all of the U.S. Trustee's concerns have been resolved by revisions to the proposed form of order. No other responses or objections with respect to this matter were filed. About NUO Therapeutics Nuo Therapeutics, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. NUO THERAPEUTICS: Key Employee Incentive, Retention Plans Get OK ---------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware has entered an order authorizing Nuo Therapeutics, Inc., to make payments to the participants of the key employee incentive plan and key employee retention plan. On Feb. 3, 2016, the Debtor sought bankruptcy court authorization of its proposed KEIP and KERP. The total cost of the KEIP is expected to be between approximately $150,000 and $380,000. The total cost of the KERP is expected to be approximately $100,000. In the aggregate, the KERP represents approximately 6.5% of the salaries of all KERP Participants. Since the Petition Date, the Debtor and its professionals have, among other things, taken steps to implement a comprehensive sale process that will permit the Debtor to aggressively market, and eventually auction, substantially all of its assets. In furtherance of the marketing and sale process, and in connection with the Debtor's efforts to maintain and maximize its going concern value, the Debtor's Board of Directors approved the KEIP and KERP to ensure that (i) key personnel are properly incentivized to obtain the highest price for the Debtor's assets and (ii) key personal stay with the Debtor through the Chapter 11 sale process. Through the KEIP, the Debtor seeks to motivate and incentivize certain key employees whose efforts and expertise are integral to preserving the Debtor's business, a meaningful continuation of the Debtor's marketing process and the Debtor's efforts towards a competitive auction. The terms of the KEIP provide for potential performance bonuses that will serve as an important incentive for the Participants to go beyond their ordinary duties and obligations and take those important extra steps critical to preserving the value of the Debtor's business and maximizing the price obtained for the Debtor's assets. Under the terms of the KEIP -- a copy of which is available for free at http://is.gd/k3wgyJ-- the Participants will receive certain discretionary KEIP payments out of an increasing pool of funds tied to the total amount of sale consideration. The amount of KEIP Payment will be determined, subject to the Debtor's discretion and reasonable business judgment, based on a number of conditions and milestones. The Debtor believes that the KERP (i) provides much needed comfort to the Debtor's key employees during this challenging time, and (ii) helps to ensure that critical employees remain in the Debtor's employ, which is essential to the Debtor's efforts to maximize the value of the Debtor's business during the sale process. The Debtor conducted multiple rounds of cuts and layoffs before the Petition Date and as a result, the Debtor maintains a "skeleton" crew of non-insider employees. Certain of the remaining employees have the knowledge, skill, and experience required to ensure that the Debtor can continue to operate its business. The failure to retain any given KERP Participant's services would threaten the Debtor's ability to operate during this Chapter 11 case and maximize the value of its estate for the benefit of its various stakeholders. To receive a KERP Payment, each participant will be required to execute a release in the Debtor's favor. KERP payments are generally payable upon the satisfaction of the following conditions: (i) the Debtor closes a sale of substantially all of its assets in this Chapter 11 case, if the sale takes place pursuant to a Chapter 11 plan, the effective date of the Plan has occurred; (ii) the DIP lenders receive a full recovery of the outstanding DIP loans as of the closing date of the sale; and (iii) the participant is employed by the Debtor at the time that conditions (i) and (ii) are satisfied. A copy of the KERP's terms is available for free at http://is.gd/ds1V1C To identify the KEIP and KERP Participants, the Board evaluated the Debtor's business and the tasks that need to be completed in connection with the Chapter 11 case. The Board further evaluated, among other things, the KEIP and KERP Participants' unique or significant knowledge of the Debtor's infrastructure and business and unique skills or experiences and whether same would be crucial to the Debtor's Chapter 11 sale process. Further, the Board and the Debtor's CRO are reviewing and analyzing the Debtor's operational and financial needs on a continuing basis. About NUO Therapeutics Nuo Therapeutics, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. NUO THERAPEUTICS: Proposes April 25 Plan, Outline Hearing --------------------------------------------------------- Nuo Therapeutics, Inc., ask the U.S. Bankruptcy Court for the District of Delaware to conduct a combined hearing on the approval of the disclosure statement and on the confirmation of a plan of reorganization on April 25, 2016, at 10:30 a.m. (Eastern Time). The Debtor proposes the following plan confirmation schedule: Hearing on the Solicitation Motion March 28, 2016 Deadline to Mail Solicitation Packages and Cure Notices March 31, 2016 Voting Record Date March 22, 2016 Deadline to File Plan Supplement April 15, 2016 Voting Deadline April 20, 2016 Deadline for holders of Claims and Interests in Impaired Classes to: (1) File Claims Estimation Motions; and (2) Object to the Disclosure Statement and/or Plan April 20, 2016 Deadline to Object to Assumption of Designated Contracts April 20, 2016 Deadline for Objections to Claims Estimation Motions April 23, 2016 Deadline for Debtor's Responses to: (1) Plan and Disclosure Statement Objections; and (2) Assumption Objections April 23, 2016 Deadline for Debtor to file: (1) Voting Certification; and (2) Confirmation Brief April 23, 2016 Combined Hearing April 25, 2016 Under the Plan, the Debtor will seek to raise not less than $10,500,000 in funding, of which $3,000,000 may be in the form of backstop irrevocable capital call commitments from creditworthy obligors in the reasonable judgment of the Lenders. Under a Successful Capital Raise, general unsecured creditors will recover 95-100% of their allowed claims. If the Debtor is unable to achieve a Successful Capital Raise, general unsecured creditors will still receive $2 million, which will provide allowed holders of general unsecured claims with a substantial -- if not full -- recovery, and existing holders of equity who vote in favor of the Plan will provide a release with a right to receive a pro rata share of a 5% pool of new shares of common stock. A full-text copy of the Disclosure Statement dated March 18, 2016, is available at http://bankrupt.com/misc/NUOds0318.pdf The Debtor is represented by William P. Bowden, Esq., Karen B. Skomorucha Owens, Esq., and Stacy L. Newman, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware; Sam J. Alberts, Esq., at Dentons US LLP, in Washington, D.C.; and Bryan E. Bates, Esq., at Dentons US LLP, in Atlanta, Georgia. About NUO Therapeutics Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. The U.S. Trustee for Region 2 originally appointed three members to the Official Committee of Unsecured Creditors. The U.S. Trustee, on March 14, 2016, said New Hampshire Ball Bearings, Inc., has resigned from the Committee. The remaining committee members are AAPC and CPA Global Limited. NUO THERAPEUTICS: Unsecureds to Get 95% to 100% Under Ch. 11 Plan ----------------------------------------------------------------- Nuo Therapeutics, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a plan of reorganization and accompanying disclosure statement, under which holders of general unsecured claims are estimated to recover 95% to 100% of their allowed claims. The Plan incorporates the terms of a settlement among the Debtor, the senior secured lenders (Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. and Deerfield Special Situations Fund, L.P., the Official Committee of Unsecured Creditors, as well as the Ad Hoc Committee of Equity Holders. Generally, the Plan contemplates that, prior to the Effective Date, the Debtor will seek to raise not less than $10,500,000 in funding, of which $3,000,000 may be in the form of backstop irrevocable capital call commitments from creditworthy obligors in the reasonable judgment of the Lenders, through a private placement of common stock of the Reorganized Debtor (in such amount raised will be available, along with proceeds of the DIP Loan Agreement (consistent with the Budget), to pay in full all amounts owing by the Debtor under the Plan. If the Debtor is unable to achieve a Successful Capital Raise (in such event, an Unsuccessful Capital Raise), then the Plan contemplates alternative treatment of certain Claims and Equity Interests. In the absence of a Successful Capital Raise, general unsecured creditors will still receive $2 million, which will provide allowed holders of general unsecured claims with a substantial -- if not full -- recovery, and existing holders of equity who vote in favor of the Plan will provide a release with a right to receive a pro rata share of a 5% pool of new shares of common stock. A full-text copy of the Disclosure Statement dated March 18, 2016, is available at http://bankrupt.com/misc/NUOds0318.pdf The Debtor is represented by: William P. Bowden, Esq. Karen B. Skomorucha Owens, Esq. Stacy L. Newman, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, P.O. Box 1150 Wilmington, DE 19899-1150 Phone: 302.654.1888 Fax: 302.654.2067 Email: wbowden@ashby-geddes.com kowens@ashby-geddes.com snewman@ashby-geddes.com -- and -- Sam J. Alberts, Esq. DENTONS US LLP 1301 K Street, NW Suite 600, East Tower Washington, D.C. 20005 Tel: 202.408.7004 Fax: 202.408.6399 Email: sam.alberts@dentons.com -- and -- Bryan E. Bates, Esq. DENTONS US LLP 303 Peachtree Street, NE Suite 5300 Atlanta, GA 30308 Tel: 404.527.4073 Fax: 404.527.4198 Email: bryan.bates@dentons.com About NUO Therapeutics Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. The U.S. Trustee for Region 2 originally appointed three members to the Official Committee of Unsecured Creditors. The U.S. Trustee, on March 14, 2016, said New Hampshire Ball Bearings, Inc., has resigned from the Committee. The remaining committee members are AAPC and CPA Global Limited. NUVERRA ENVIRONMENTAL: S&P Lowers Corp. Credit Rating to 'SD' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Scottsdale, Arizona-based Nuverra Environmental Solutions Inc. to 'SD' (selective default) from 'CCC-'. Additionally, S&P lowered the issue-level rating on the company's senior notes due 2018 to 'D' from 'CCC-'. "The downgrade follows Nuverra's announcement that the company has offered to exchange any and all of its existing senior notes due 2018 for new second-lien notes due 2021, and our belief that the offer will be accepted by the majority of noteholders," said Standard & Poor's credit analyst David Lagasse. "While the company is offering the exchange at par value plus common stock, the new 2021 notes will have a longer dated maturity and a percentage of interest will be paid in kind. We view this transaction as a selective default," he added. S&P expects to review the corporate credit rating and issue-level rating after the transaction closes. S&P's analysis will incorporate the challenging environment for oil and gas service companies, Nuverra's capital structure, and S&P's assessment of the company's liquidity position in 2016 and 2017. ON SEMICONDUCTOR: Upsized Debt No Impact on Moody's 'Ba2' CFR ------------------------------------------------------------- Moody's Investors Service reports that ON Semiconductor Corp.'s ratings -- Ba2 Corporate Family Rating ("CFR"), Ba1 Senior Secured First Lien Credit Facilities (Revolver and Term Loan B) ("Credit Facilities") rating, SGL-2 liquidity rating -- are unchanged following ON Semi's announced upsizing of the Credit Facilities. Moody's has withdrawn the previously-assigned Ba3 rating of the planned Senior Notes, since this debt was not issued. ON Semi's stable outlook is also unchanged. ON Semi will use the proceeds of the Term Loan B, a partial drawing under the Revolver, and existing balance sheet cash, to purchase Fairchild Semiconductor International, Inc. ("Fairchild"), refinance Fairchild's debt, and to pay transaction fees. All of the ratings are contingent on the closing of ON Semi's acquisition of Fairchild. If ON Semi fails to complete the acquisition, Moody's expects to withdraw all of ON Semi's ratings. RATINGS RATIONALE The Ba2 CFR reflects ON Semi's starting leverage proforma for the acquisition of Fairchild, which at nearly 5x debt to EBITDA (Moody's adjusted, proforma 12 months ended December 31, 2015 excluding anticipated synergies) is high both for the Ba2 rating and given the significant execution risks entailed in integrating Fairchild. The integration execution risk is significant, since the acquisition will increase ON Semi's revenue base by over 35% and will add over 6,000 employees, three wafer fabrication facilities, and two testing facilities. Moreover, both ON Semi and Fairchild are exposed to the cyclical semiconductor industry broadly, and to specific end markets such as the automotive market, which is highly-cyclical, and the mobile phone market, which is subject to very short product life cycles, requiring ongoing research and development to obtain share in new customer platforms. Although we believe that ON Semi may hold leadership positions in certain automotive semiconductor niches, ON Semi's overall automotive market share is modest relative to other automotive semiconductor suppliers, such as STMicroelectronics (Ba1/stable) and NXP BV (Ba1/stable). "Still, we believe that the acquisition will lift ON Semi to the second largest market share in the Power semiconductor segment behind industry leader Infineon and will also increase the breadth of both ON Semi's power semiconductor portfolio and its analog portfolio. Moreover, ON Semi's increasing exposure to relatively high growth, high margin analog end markets (automotive, industrial, mobility), along with an anticipated $150 million in annual operating synergies, should produce an increasing EBITDA margin. We expect increasing free cash flow ("FCF"), reflecting the modest capital expenditure requirements relative to cash from operations ("CFO"), as ON Semi outsources a portion of its manufacturing and as an analog semiconductor manufacturer, production does not require advanced process technology. ON Semi is benefitting from positive secular trends driving increasing semiconductor content per unit (automobile, phone, industrial machinery) in each of these end markets. Moreover, the broad product base limits customer and product platform concentration risk, which limits revenue volatility." "We expect ON Semi to follow a conservative financial policy, reducing debt such that debt to EBITDA (Moody's adjusted) is on pace to decline toward 3.5x over the next two years, which is a level more appropriate for the Ba2 rating." The Credit Facilities are rated Ba1, one notch higher than the CFR, due to the collateral and the cushion of unsecured liabilities including unsecured convertible notes. "The liquidity rating of SGL-2 reflects ON Semi's very good liquidity, benefitting from strong FCF, which we expect to exceed $250 million over the next year, a cash balance of over $250 million, and the Revolver, which we expect will remain largely undrawn." "The stable outlook reflects our expectation that EBITDA will increase with revenue growth and an improving EBITDA margin as ON Semi begins to capture operating synergies and due to an improving product mix due to growth in higher margin end markets such as automotive. We expect that this increasing EBITDA will produce increasing FCF, a large portion of which ON Semi will use for debt repayment such that debt to EBITDA (Moody's adjusted) will decline to below 4x over the next year." "The ratings could be upgraded if ON Semi successfully integrates Fairchild without material operational disruption and shows evidence that they are well on-course to achieve the anticipated $150 million in cost synergies. We would expect the EBITDA margin (Moody's adjusted) to improve to at least the low twenties percent level. We would also expect ON Semi to follow a conservative financial policy, with debt to EBITDA (Moody's adjusted) maintained at or below 3x." "The ratings could be downgraded if EBITDA margins decline toward the mid teens percent level (Moody's adjusted) or if we believe that debt to EBITDA (Moody's adjusted) will be sustained above 4x." ON Semiconductor Corp., based in Phoenix, Arizona, manufactures a broad array of discrete and integrated circuit analog, mixed-signal, and logic semiconductors, serving the automotive, industrial, mobile telephony, and consumer electronics markets. OSAGE EXPLORATION: Gets Court OK to Hire Crowe & Dunlevy -------------------------------------------------------- Osage Exploration and Development Inc. received court approval to hire Oklahoma-based Crowe & Dunlevy. The order, issued by U.S. Bankruptcy Judge Sarah Hall, allowed the company to hire the firm as its general bankruptcy and litigation counsel. Mark Craige, a shareholder and director at Crowe & Dunlevy, will serve as lead counsel for the company. Four other Crowe & Dunlevy attorneys will assist him, according to court filings. The billing rates of the Crowe & Dunlevy attorneys who will represent the company range from $230 to $410 per hour. Mr. Craige's current hourly rate is $410. Crowe & Dunlevy does not hold or represent any interest adverse to the company, and is a "disinterested person" under section 101(14) of the Bankruptcy Code, Mr. Craige disclosed in an affidavit. About Osage Exploration Based in San Diego, California with production offices in Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia, Osage Exploration and Development, Inc. (OTC BB: OEDV) -- http://www.osageexploration.com/-- is an independent exploration and production company with interests in oil and gas wells and prospects in the US and Colombia. Osage Exploration filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 16-10308) on Feb. 3, 2016, to pursue a sale of substantially all assets. The Debtor estimated assets and debt of $10 million to $50 million. OUTER HARBOR: Proposes Ritchie Bros. to Auction Equipment --------------------------------------------------------- Outer Harbor Terminal, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to authorize the auction sale of certain equipment and miscellaneous property at public auction, and to enter into an auction contract with Ritchie Bros. Auctioneers (America) Inc. The Debtor relates that its principal owned assets consist of (i) larger equipment, machinery and vehicles used in the Debtor's day-to-day terminal operations, such as forklifts, trucks, and trailers ("Major Equipment") and (ii) various miscellaneous or smaller assets that the Debtor uses from time to time, such as shop tools, spare parts, empty cargo containers and IT equipment (Miscellaneous Property"). In connection with the ongoing wind down of its operations, the Debtor intends to sell or otherwise dispose of the Equipment once such assets are no longer necessary to the Debtor's operations. The Debtor contends that by monetizing the Equipment, the it can enhance recoveries to the Debtor's creditors and fund administrative expenses associated with the chapter 11 case. The Debtor believes that there is likely a relatively limited universe of potential purchasers of such assets, given the nature of the Equipment. The Debtor relates that pursuant to the settlement agreement between the Debtor and the Port of Oakland, the it intends to surrender the terminal space to the Port on or before April 29, 2016, and thus needs to consummate the wind down of operations and dispose of the Equipment as expeditiously as possible. The Debtor asserts that in light of these circumstances, it does not have sufficient time to individually market or sell the various pieces of Equipment and that it would be very cost prohibitive if the Debtor were to seek separate court approval for individual dispositions of Equipment. The Debtor tells the Court that the most cost-effective means of selling the Equipment and generating value for the Debtor's estate would be through public auctions of the Equipment conducted by an auctioneer that specializes in the sale of industrial equipment. The Debtor further tells the Court that it solicited bids from multiple auctioneers and received proposals from three different companies. The Debtor adds that it ultimately selected Ritchie Bros., a nationally recognized leader in conducting auctions of industrial equipment to serve as auctioneer for the Equipment. Ritchie Bros. would receive a commission equal to 9.75% of the gross proceeds from the sale of the Equipment, with a minimum commission of $100 per lot, as compensation for its services. The Debtor further tells the Court that the net auction proceeds will be payable into a segregated account maintained by the Debtor by no later than 14 days of the conclusion of the auction ("Sale Funds"). The Sale Funds will be released to the Debtor upon the earlier of (a) the applicable purchaser's removal of the Equipment from Owner's premises and (b) May 31, 2016. Outer Harbor Terminal is represented by: Mark D. Collins, Esq. Marisa A. Terranova Fissel, Esq. Andrew M. Dean, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302)651-7700 Facsimile: (302)651-7701 E-mail: collins@rlf.com terranova@rlf.com dean@rlf.com - and - Gregory A. Bray, Esq. Thomas R. Kreller, Esq. Haig M. Maghakian, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 601 S. Figueroa Street, 30th Floor Los Angeles, CA 90017 Telephone: (213)892-4000 Facsimile: (213)629-5063 E-mail: gbray@milbank.com tkreller@milbank.com hmaghakian@milbank.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005 Telephone: (212)530-5000 Facsimile: (212)530-5219 E-mail: ddunne@milbank.com skhalil@milbank.com About Outer Harbor Terminal Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The Hon. Laurie Selber Silverstein presides over the case. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. The Debtor estimated assets and debts at $100 million to $500 million. The petition was signed by Heather Stack, chief financial officer. OUTER HARBOR: Schedules $103M in Assets, $370M in Debt ------------------------------------------------------ Outer Harbor Terminal, LLC disclosed $103,087,806 in assets and $369,507,443 in debts in its schedules of assets and liabilities: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $103,087,806 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $17,864,370 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $351,643,072 ----------- ------------ TOTAL $103,087,806 $369,507,443 A copy of the company's schedules is available without charge at http://is.gd/V0NpO4 About Outer Harbor Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The Hon. Laurie Selber Silverstein presides over the case. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. The Debtor estimated assets and debts at $100 million to $500 million. The petition was signed by Heather Stack, chief financial officer. PARAGON OFFSHORE: Hires Richards Layton as Co-counsel ----------------------------------------------------- Paragon Offshore PLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A. as co-counsel, nunc pro tunc to the February 14, 2016 petition date. The Debtors request the employment and retention of Richards Layton to render professional services, including, but not limited to: (a) advising the Debtors of their rights, powers and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code; (b) taking action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors in these chapter 11 cases, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors; (c) assisting in preparing on behalf of the Debtors all motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; (d) prosecuting on behalf of the Debtors the proposed plan and seeking approval of all transactions contemplated therein and in any amendments thereto; (e) performing other necessary or desirable legal services in connection with these chapter 11 cases; and (f) in addition to those services set forth in paragraphs 6(a) through 6(e), Richards Layton may perform all other services assigned by the Debtors, in consultation with Weil, Gotshal & Manges LLP, to Richards Layton as co- counsel to the Debtors. To the extent Richards Layton determines that such services fall outside of the scope of services historically or generally performed by Richards Layton as co-counsel in a bankruptcy case, Richards Layton will file a supplemental declaration. Richards Layton will be paid at these hourly rates: Mark D. Collins $850 Paul N. Heath $675 Amanda R. Steele $465 Joseph C. Barsalona II $360 Barbara J. Witters $240 Partners $610-$850 Counsel $535-$550 Associates $295-$510 Paraprofessionals $240 Richards Layton will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtors paid Richards Layton a total retainer of $225,000 in connection with and in contemplation of these chapter 11 cases. Mark D. Collins, director of Richards Layton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on April 6, 2016, at 10:00 a.m. Objections, if any, are due March 28, 2016, at 4:00 p.m. Richards Layton be reached at: Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over- the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16- 10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Taps Norton Rose as Special Compliance Counsel ---------------------------------------------------------------- Paragon Offshore PLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Norton Rose Fulbright US LLP as special compliance and investigations counsel, nunc pro tunc to the February 14, 2016 petition date. As special compliance and investigations counsel, Norton Rose will provide the Debtors with legal services in several areas, including: (a) assisting the Debtors on an "as needed" basis with respect to any compliance issues that may arise in connection with the Foreign Corrupt Practices Act, export controls, international trade issues, or any potential breaches of the Debtors' policies or procedures or applicable law; (b) conducting due diligence, if needed, on various third parties with whom the Debtors may need to conduct business; and (c) acting as compliance and investigatory counsel for the Debtors with respect to the investigation by the Debtor's Board of Directors of one of the Debtors' historical commercial agents in Brazil. Norton Rose will be paid at these hourly rates: Richard C. Smith $855 Marsha Gerber $765 Christina K. Lunders $585 John J. Byron $468 Ryan E. Meltzer $324 Partners $500-$1,075 Senior Associates $360-$835 Senior Counsel $460-$940 Counsel $190-$810 Associates $220-$695 Paralegals $100-$460 Senior Paralegals $200-$395 Additionally, attorneys from Norton Rose Fulbright Consultores em Direito Estrangeiro in Rio de Janeiro, Brazil may also assist, including Richard Sobkiewicz, who is charged at a rate of US $324 per hour. Norton Rose will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard C. Smith, partner of Norton Rose, 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 United States Trustees' 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, Norton Rose stated: -- Norton Rose has not agreed to a variation of its standard or customary billing arrangements for the Chapter 11 Cases or for its services as Special Counsel other than providing the Debtors a 10% discount on all hourly rates; -- None of the Firm's professionals included in the Chapter 11 Cases or as Special Counsel have varied their rate based on the geographic location of the Chapter 11 Cases; -- Norton Rose was retained by the Debtors to assist with various compliance and investigatory matters since 2014. Except for periodic rate adjustments, 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 will be approving a prospective budget and staffing plan for Norton Rose's engagement for the post- petition period as appropriate. The budget may be amended as necessary to reflect changed or unanticipated developments. The Bankruptcy Court will hold a hearing on the application on April 6, 2016, at 10:00 a.m. Objections, if any, are due March 29, 2016, at 4:00 p.m. Norton Rose can be reached at: Richard C. Smith NORTON ROSE FULBRIGHT US LLP 799 9th Street NW, Suite 1000 Washington, D.C. 20001 Tel: (202) 662-4795 Fax: (202) 662-4643 E-mail: richard.smith@nortonrosefulbright.com About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over- the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16- 10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Wants AlixPartners as Restructuring Advisor ------------------------------------------------------------- Paragon Offshore PLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ AlixPartners, LLP as restructuring advisor, nunc pro tunc to the February 14, 2016 petition date. The Debtors require AlixPartners to: (a) assist in preparing for and filing chapter 11 petitions and motions for first-day relief; (b) coordinate and provide administrative support for the Debtors' chapter 11 cases and the Debtors' plan of reorganization; (c) assist with the preparation of the statement of affairs, schedules and other regular reports required by the Court; (d) assist in obtaining and presenting information required by parties in interest in the Debtors' chapter 11 cases, including official committees appointed by the Court and the Court itself; (e) provide assistance in such areas as testimony before the Court on matters that are within the scope of this engagement and within AlixPartners' area of testimonial competencies; (f) assist the Debtors in developing a short-term cash flow forecasting tool and related methodologies and assisting with planning for alternatives, as requested by the Debtors; (g) provide assistance as requested by management in connection with the Debtors' development of its business plan, and such other related forecasts as may be required by the stakeholders in connection with negotiations or by the Debtors for other corporate purposes; (h) assist the "working group" professionals who are representing the Debtors in the reorganization process or who are working for the Debtors' various stakeholders to coordinate their effort and individual work product in order to be to be consistent with the Debtors' overall restructuring goals; (i) assist as requested in managing any litigation that may be brought against the Debtors in this Court; (j) assist in communications and/or negotiations with outside constituents; and (k) assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these hourly rates: James Mesterharm, Managing Director $1,070 Tom Osmun, Managing Director $1,015 Barry Folse, Managing Director $1,015 Emily Harte, Director $720 Jim Swindell, Vice President $635 Jennifer McConnell, Vice President $530 Alexandra DeArmond, Analyst $345 Managing Director $960–$1,095 Director $720-$880 Vice President $530-$635 Associate $365-$470 Analyst $315-$345 Paraprofessional $240-$260 AlixPartners will also be reimbursed for reasonable out-of-pocket expenses incurred. AlixPartners and the Debtors have agreed that AlixPartners will provide a credit in the amount of $250,000, which will be applied against the first five months' invoices, in the amount of $50,000 per invoice. AlixPartners applied shares of the $250,000 credit to pre-petition invoices issued for the periods of January 11, 2016 through January 31, 2016 and February 1, 2016 through February 14, 2016. The amounts of credit applied to the January and February invoices were proportionate to the timeframe covered by each invoice, and the balance of the credit is currently $193,000. James A. Mesterharm, managing director of AlixPartners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on April 6, 2016, at 10:00 a.m. Objections, if any, are due March 28, 2016, at 4:00 p.m. AlixPartners be reached at: James A. Mesterharm ALIXPARTNERS, LLP 2000 Town Center, Suite 2400 Southfield, MI 48075 Tel: +1 (312) 551-3265 E-mail: jmesterharm@alixpartners.com About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over- the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16- 10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARALLEL ENERGY: UST Objects to Releases in Dismissal Motion ------------------------------------------------------------ Andrew R. Vara, Acting United States Trustee for Region Three, submitted a limited objection to the motion filed by Debtors Parallel Energy LP, et al., with the U.S. Bankruptcy Court for the District of Delaware, which sought authorization for the dismissal their bankruptcy cases under certification of counsel. The U.S. Trustee tells the Court that he does not oppose a straightforward dismissal of the cases following the payment of administrative expenses as part of a wind-down process. He further tells the Court that the Debtors' Dismissal Procedure Motion sought extraordinary and impermissible relief, including a bankruptcy discharge and non-consensual releases for a multitude of persons, but provides general unsecured creditors no benefit whatsoever. Mr. Vara contends that the procedures significantly erode the due process rights of holders of administrative expense claims. He further contends that the Debtors should conduct an orderly wind-down of the estate funded by the wind-down escrow, at which time a straightforward dismissal order can be entered. The United States, on behalf of the Environment Protection Agency and Department of Interior, joins in the United States Trustee's Limited Objection. The United States objects to any release of non-Debtors' liability, and any discharge of Debtors' liability given that Debtors are liquidating. Andrew R. Vara, Acting United States Trustee for Region 3, is represented by: Linda J. Casey, Esq. J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Telephone: (302)573-6491 Facsimile: (302)573-6497 The United States, on behalf of the Environmental Protection Agency and Department of Interior, is represented by: Alan S. Tenenbaum, Esq. U.S. DEPARTMENT OF JUSTICE P.O. BOX 7611, Ben Franklin Station Washington, DC 20044 - and - Charles M. Oberly, Esq. Ellen Slights, Esq. OFFICE OF THE UNITED STATES ATTORNEY 1007 Orange Street Suite 700 P.O. Box 2046 Wilmington, DE 19899-2046 About Parallel Energy Tulsa, Oklahoma-based natural gas producer Parallel Energy LP formerly known as Parallel Energy Acquisitions LP, and Parallel Energy GP LLC filed for Chapter 11 protection (Bankr. D. Del Case Nos. 15-12263 and 15-12264) on Nov. 9, 2015. The petition was signed by Richard N. Miller, chief financial officer. The Hon. Kevin Gross presides over the case. Demetra L. Liggins, Esq., and David M. Bennett, Esq., at Thompson & Knight LLP and GianClaudio Finizio, Esq., at Bayard, P.A., represent the Debtor as co-counsel. Alvarez & Marsal North America, LLC serves as financial advisor. Prime Clerk LLC serves as notice, claims, solicitation and balloting agent. The Debtor estimated assets and debts at $100 million to $500 million. PEABODY ENERGY: Had $1.99B Loss in 2015, Expects More Losses ------------------------------------------------------------ Peabody Energy Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common stockholders of $1.99 billion on $5.60 billion of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $787 million on $6.79 billion of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Peabody had $11.02 billion in total assets, $10.10 billion in total liabilities and $918.5 million in total stockholders' equity. As of Dec. 31, 2015, the Company's available liquidity was $1.2 billion, which was substantially comprised of $940 million available for borrowing under a $1.65 billion revolving credit facility and $261.3 million of cash and cash equivalents. During February 2016, the Company borrowed the maximum amount available under the 2013 Revolver for general corporate purposes. As of March 11, 2016, the Company's available liquidity declined to $0.9 billion, which consisted primarily of cash and cash equivalents. The Company incurred a substantial loss from operations and had negative cash flows from operating activities for the year ended Dec. 31, 2015. The Company's current operating plan indicates that it will continue to incur losses from operations and generate negative cash flows from operating activities. These projections and certain liquidity risks raise substantial doubt about whether the Company will meet its obligations as they become due within one year after the date of this report. The Company also elected to exercise the 30-day grace period with respect to a $21.1 million semi-annual interest payment due March 15, 2016, on its 6.50% Senior Notes due September 2020 and a $50.0 million semi-annual interest payment due March 15, 2016, on its 10.00% Senior Secured Second Lien Notes due March 2022, as provided for in the indentures governing these notes. Failure to pay these interest amounts on March 15, 2016, is not immediately an event of default under the indentures governing the Notes, but would become an event of default if the payment is not made within 30 days of such date. The Company said that as a result of these factors, as well as the continued uncertainty around global coal fundamentals, the stagnated economic growth of certain major coal-importing nations, and the potential for significant additional regulatory requirements imposed on coal producers, among other matters, there exists substantial doubt whether the Company will be able to continue as a going concern. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company incurred a substantial loss from operations and had negative cash flows from operating activities for the year ended Dec. 31, 2015. The Company's operating plan indicates that it will continue to incur losses from operations, generate negative cash flows from operating activities and violate certain debt covenants during the year ended Dec. 31, 2016. These projections and certain liquidity risks raise substantial doubt about the Company's ability to meet its obligations as they become due within one year after the date of this report and continue as a going concern, the auditors said. A full-text copy of the Form 10-K is available for free at: http://is.gd/WnFS71 About Peabody Energy Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. (listed alphabetically). * * * As reported by the Troubled Company Reporter on Jan. 20, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit rating on St. Louis-based Peabody Energy Corp. to 'CCC+' from 'B'. PEABODY ENERGY: Warns of Possible Bankruptcy Filing --------------------------------------------------- Peabody Energy Corporation warned that it might have to file for bankruptcy protection as it struggles to keep up with its debt payments, various news agencies reported. Michael Corkery, writing for The New York Times' DealBook, reported that in a securities filing, Peabody said waning demand for coal around the world and stiffer regulations had raised "substantial doubt" about whether the company could continue to operate outside bankruptcy. John W. Miller and Austen Hufford, writing for Dow Jones' Daily Bankruptcy Review, said a Chapter 11 filing by Peabody, which operates 26 mines in the U.S. and Australia, would be the latest in a wave of bankruptcies to hit top American coal producers, including Arch Coal Inc., Alpha Natural Resources, Inc., Patriot Coal Corp. and Walter Energy, Inc., as they wrestle with low energy prices, new regulations, and the conversion of coal-fired power plants to natural gas. Tim Loh, Jodi Xu Klein and Sridhar Natarajan, writing for Bloomberg Brief, said the company in recent months has struggled to close the sale of three coal mines in the western U.S. to Bowie Resource Partners and to renegotiate payment terms with its creditors. The company elected to skip the semiannual coupons due March 15 on $1 billion of 10 percent second-lien notes maturing in March 2022 and $650 million of 6.5 percent unsecured bonds coming due in September 2020, the Bloomberg report said, citing the company's regulatory filing. It has a 30- day grace period to make the payment. About Peabody Energy Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. (listed alphabetically). The Company reported a net loss attributable to common stockholders of $787 million in 2014, a net loss attributable to common stockholders of $524.9 million in 2013 and a net loss attributable to common stockholders of $585.7 million in 2012. * * * As reported by the Troubled Company Reporter on Jan. 20, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit rating on St. Louis-based Peabody Energy Corp. to 'CCC+' from 'B'. PENINSULA HOSPITAL: BDO USA Allowed to Provide Additional Services ------------------------------------------------------------------ U.S. Bankruptcy Judge Elizabeth Stong has signed off on an order that allowed BDO USA, LLP to audit the financial statements of the Tax Deferred Retirement Plan for Employees of Peninsula Hospital Center and Peninsula General Nursing Home for the year ended Dec. 31, 2015. BDO USA serves as auditor to Lori Lapin Jones, the bankruptcy trustee for the estates of Peninsula Hospital and Peninsula General Nursing Home. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. On Sept. 19, 2011, PHC consented to entry of the order for relief under Chapter 11 of the Bankruptcy Code and, on that same day, Peninsula General Nursing Home, Inc. (d/b/a Peninsula Center for Extended Care and Rehabilitation), filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. On Sept. 21, 2011, the Court entered an order for relief under Chapter 11 of the Bankruptcy Code. The Debtors' cases are being jointly administered in accordance with an order of the Court. The Debtor disclosed $22.8 million in assets and $34.5 million in liabilities as of the Chapter 11 filing. Judge Elizabeth S. Stong presides over the cases. The Debtors employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. In April 2013, the bankruptcy court discharged Daniel T. McMurray from his duties and responsibilities as patient care ombudsman. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Mr. McCord's own firm, Certilman Balin, & Hyman, LLP, served as the Examiner's counsel. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. was named Chapter 11 Trustee in March 2012, replacing Todd Miller, the Debtors' Chief Executive Officer. The Chapter 11 trustee is represented by LaMonica Herbst & Maniscalco LLP as her counsel. Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's special counsel in connection with her investigation of the Debtors. She obtained approval to employ Garfunkel Wild, P.C., as her special health care, regulatory, corporate, finance and litigation counsel; and Foy Advisors LLC as consultant. PLEASE TOUCH MUSEUM: Wins Confirmation of Amended Exit Plan ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania entered a six-page order confirming the First Amended Plan, as modified, of Please Touch Museum, following the confirmation hearing on March 16, 2016. The Plan was filed January 26, 2016, and modified February 2. All three impaired classes entitled to vote have accepted the Plan. Any objections to confirmation of the Plan have either been withdrawn or are overruled. The Court held that Section 3.10(a) of the Plan is deemed deleted and replaced in its entirety with the following: "a. Treatment of Allowed Claim. Unless they elect the alternative cash option treatment provided in Section 3.10(b) hereof. Class 6 Claimants shall receive, in full satisfaction, settlement, release, extinguishment and discharge of such Claim, amortized quarterly payments equal to 100 percent of the Allowed Claim over a two (2) year period with interest at the rate of four percent (4%) per annum. The first payment shall be made on the Effective Date and subsequent payments shall be made every three months thereafter with the final payment to be made on the second anniversary of the Effective Date." The Debtor will return to the Court on April 13 for the continued -- and final -- hearing on its Motion authorizing and approving use of cash collateral and providing adequate protection. Terms of the Plan were reported by the Troubled Company Reporter on Feb. 4, 2016. Please Touch Museum filed the First Amended Chapter 11 Plan and Disclosure Statement a day before the Jan. 27 hearing to approve the Disclosure Statement. The TCR said the Debtor is conducting a "Foundation for the Future" campaign to raise the funds which are necessary to fund the Plan. The Debtor has established a goal of raising $10 million through the campaign. As of Jan. 19, 2016, the Debtor had secured pledges of approximately $5.9 million in connection with the campaign, of which $5.1 million is payable on or before the Effective Date of the Plan. Please Touch Museum filed for bankruptcy amid $60 million in debt used to pay for its 2008 move from Center City to Memorial Hall in Fairmount Park, according to the Philadelphia Inquirer. According to the TCR report, the claim of the bonds which include the outstanding principal amount of bonds, $58,000,000, plus accrued and unpaid interest as of the Petition Date in the amount of $3,070,653 (on account of the proceeds from the sale of the $60 million revenue bonds issued by the Philadelphia Authority for Industrial Development that were loaned to the Debtor in 2006) will be satisfied by the Museum making two payments totaling $8,250,000 to the indenture trustee on account of the Bonds. Inquirer said the confirmed Plan will let the museum shed the $60 million debt for a payment of $11.25 million. Harold Brubaker, Inquirer Staff Writer, reported that the March 16 confirmation hearing was a breeze and left U.S. Bankruptcy Judge Jean K. FitzSimon with a smile on her face. "I'm very happy to confirm this plan and allow you to get on with your business," she said. Inquirer said the museum raised $5.75 million from donors and the remainder out of reserves from the museum's 2006 bond sale. In all, it has raised $7.86 million since filing for bankruptcy protection in September. The William Penn Foundation provided $1.3 million, the Neubauer Family Foundation $1 million, and the Hamilton Family Foundation $350,000. The largest donation was $3.25 million from an anonymous individual, the report said. A copy of the Disclosure Statement dated Jan. 26, 2016, as modified Feb. 2, 2016, is available for free at: http://bankrupt.com/misc/Please_Touch_287_DS_1st_Am_Plan.pdf About Please Touch Museum Please Touch Museum operates a children's museum known as the Please Touch Museum located at Memorial Hall in the Fairmount Park section of Philadelphia. It generates its revenues through a combination of sales of memberships and tickets to the Museum, event revenue, endowment income, and charitable contributions. Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 15-16558) on Sept. 11, 2015. The petition was signed by Lynn McMaster, the president and chief executive officer. Judge Jean K. FitzSimon is assigned to the case. The Debtor disclosed total assets of $16,244,356 and total liabilities of $63,513,617. Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC is the Debtor's tax advisor and auditor. Rust Consulting/Omni Bankruptcy is the Debtor's claims, notice and solicitation agent. PRIME GLOBAL: Needs More Time to File Jan. 31 Form 10-Q ------------------------------------------------------- Prime Global Capital Group Incorporated filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Jan. 31, 2016, as it was not able to timely complete its financial statements without unreasonable effort or expense. The Company's Consolidated Statements of Operations are expected to reflect net revenues of approximately $412,749 for the three month period ended Jan. 31, 2016, compared with net revenues of $537,410 for the same period ended Jan. 31, 2015. The decrease in net revenues is expected to be primarily attributable to the foreign exchange conversion due to weaker Ringgit to US Dollar. The Company had cost of revenue of $172,414 for the three month period ended Jan. 31, 2016, as compared to $250,530 for the same period ended Jan. 31, 2015. The Company also decreased its general and administrative expenses from $476,432 for the three months ended Jan. 31, 2015, to $129,945 for the same period ended Jan. 31, 2016. Accordingly, the Company expects to have income from operations of approximately $110,390 for the three month period Jan. 31, 2016, the Company expects to have a net loss of $144,388 as compared to a net loss of $519,274 from the same period ended Jan. 31, 2015. About Prime Global Kuala Lumpur, Malaysia-based Prime Global Capital Group operated in the following three business segments during fiscal year 2014: (i) software business (the provision of IT consulting, programming and website development services); (ii) plantation business (including oilseeds and castor seeds business); and (iii) its real estate business. In the fourth quarter of fiscal 2014, the Company discontinued its castor seeds business in China, and in December 2014 it discontinued the software business (the provision of IT consulting, programming and website services) in Malaysia. As a result, the Company no longer conduct business operations in China and anticipate winding down or otherwise selling its interests in the following entities: Power Green Investments Limited; Max Trend International Limited and Shenzhen Max Trend Green Energy Co Ltd. Prime Global reported a net loss US$1.59 million for the year ended Oct. 31, 2015, compared to a net loss of US$1.33 million for the year ended Oct. 31, 2014. Crowe Horwath (HK) CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2015, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Oct. 31, 2015. All these factors raise substantial doubt about its ability to continue as a going concern. QUANTUM FUEL: Needs More Time to File 2015 Annual Report -------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., notified the Securities and Exchange Commission that its annual report on Form 10-K for the year ended Dec. 31, 2015, could not be filed within the prescribed period because the Company was unable to compile, disseminate and review certain information required in order to permit the Company to file a timely and accurate report on the Company's financial condition. The Company said this inability could not have been eliminated by the Company without unreasonable effort or expense. On March 15, 2016, the Company announced that it was unable to pay its senior secured credit facility on the March 14, 2016, expiration date which resulted in an event of default under the Credit Facility as well as certain other secured debt instruments. The company is currently assessing accounting considerations and related liquidity disclosures around such defaults. The Company anticipates that total revenues to be reported for continuing operations will increase by approximately 19% for calendar year 2015 as compared to revenues reported for calendar 2014. The increase in revenues for 2015 compared to 2014 is primarily attributable to the Company's progress in introducing and commercializing fuel storage systems, growing its customer base, and gaining market share over the past year. The Company also anticipates for its current period that: (i) its cost of revenues will increase approximately 31%, (2) its net operating loss will increase by approximately 14%, and (iii) its loss from continuing operations will increase by approximately 12%, compared to the reported amounts in the prior year period. The increase in cost of goods sold is primarily attributable to higher product sales and incremental expenses incurred associated with the introduction of new and next generation fuel storage modules, specific warranty charges to retrofit first generation fuel storage systems, and for the establishment of outside facilities that support the installation and servicing of its products. As announced by the Company on March 15, 2016, the Company has engaged Mackinac Partners LLC as its financial advisor to assist the Company with negotiating with its creditors, and evaluating all options that may be available to the Company. The Company said there can be no assurance that its efforts will be successful or that the Company will not have to seek protection under federal bankruptcy laws. About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss of $14.9 million in 2014, a net loss attributable to stockholders of $23.0 million in 2013, a net loss attributable to stockholders of $30.9 million in 2012 and a net loss attributable to common stockholders of $38.5 million in 2011. As of Sept. 30, 2015, the Company had $67.5 million in total assets, $45.5 million in total liabilities and $22.0 million in total stockholders' equity. QUICKSILVER RESOURCES: Has Until May 16 to File Ch. 11 Plan ----------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended through and including May 16, 2016, Quicksilver Resources, Inc., et al.'s exclusive period to file a plan and through and including July 12, 2016, the Debtors' exclusive period to solicit acceptances of that plan. The Debtors originally asked the Court to further extend their exclusive plan filing period to June 15, 2016, and their exclusive solicitation period to Aug. 11, 2016. The Ad Hoc Group of Second Lienholders and Credit Suisse AG, Cayman Islands Branch, as Second Lien Agent, however, informed the Court that, while they believe extension of the exclusive periods will enable an orderly and cost-effective plan process for the benefit of all creditors, a shorter extension period than the original request is appropriate. The Lienholders asserted that a 45-day extension of the Exclusive Plan Filing and a 60-day extension of the Exclusive Solicitation Period are more reasonable, as they are better-suited to the economic realities of the bankruptcy cases, and will facilitate a more expeditious exit from Chapter 11. In support of the Debtors' extension request, the Debtors' counsel, Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, said the additional time is needed for the Debtors to close the Sale and formulate a chapter 11 plan to distribute the Sale proceeds. Granting the requested extensions will allow the Debtors to pursue the Court-approved Sale Process to its logical conclusion by affording time to close the Sale and to develop an appropriate chapter 11 plan for distributing proceeds therefrom, Ms. Steele asserted. The Debtors are also represented by Paul N. Heath, Esq., and Rachel L. Biblo, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; Charles R. Gibbs, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C. The Lienholders are represented by: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 -- and -- Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Brian Kinney, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 -- and -- Andrew M. Leblanc, Esq. Aaron L. Renenger, Esq. 1850 K Street, N.W., Suite 1100 Washington, DC 20006 Tel: (202) 835-7500 Fax: (202) 263-7586 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. 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. Quicksilver Resources Inc. and its U.S. subsidiaries on January 22, 2016, entered into an Asset Purchase Agreement with BlueStone Natural Resources II, LLC pursuant to which the Buyer agreed to purchase substantially all of the Sellers' U.S. oil and gas assets for a cash purchase price of $245.0 million. The consummation of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions, and such transactions are expected to close on or before March 31, 2016. RANDALL BLANCHARD: Court Rejects IFA's Administrative Claim ----------------------------------------------------------- Integrated Financial Associates, Inc., filed an Application for Payment of Postpetition/Administrative Claim arising from an alleged fraudulent transfer to Randall William Blanchard. IFA asserts that the debtor received a fraudulent transfer from a non-debtor entity, SCV, while IFA was a creditor of that non-debtor entity. The basis for IFA's Application stems from the Victorville Agreement entered into on or about November 28, 2008, between and among Sandcastle Nuevo, LLC ("SCN"), SCV, and IFA. The Victorville Agreement provides, in pertinent part, that SCV deliver to Kent G. Snyder, Esq. an unrecorded deed of trust related to the real property located at 14374 Borego Road, Victorville, CA 92392. The SCV Deed of Trust was to be recorded only upon the occurrence of certain conditions precedent. The debtor, Randall William Blanchard, was not a party to the Victorville Agreement; however, the recitals reflect that the SCV Deed of Trust was intended to provide additional security for a $1.7 million note made by SCN in favor of IFA and to "forestall IFA's potential suit" on Blanchard's guaranty of the SCN Note. IFA's Application asserts that the Transfers were fraudulent under the California Uniform Fraudulent Transfer Act ("CUFTA"), that IFA was a creditor of SCV at the time of the Transfers and that Blanchard was the initial transferee of the Transfers. The Trustee, Richard Pachulski, opposes the Application, asserting, among other things, that IFA lacks standing under CUFTA because IFA was not a creditor of SCV at the time of the Transfers. In an Order and Memorandum Decision dated March 1, 2016, which is available at http://is.gd/XLOT0Ofrom Leagle.com, Judge Scott C. Clarkson of the United States Bankruptcy Court for the Central District of California, Santa Ana Division, denied the application for administrative Claim against Blanchard's estate and sustained the Trustee's Evidentiary Objections. The Court found that IFA has failed to establish its initial burden of stating a prima facie claim for administrative expense priority. The Court further held that IFA has failed to meet its burden of proving statutory standing that SCV's alleged breach of the Victorville Agreement gave rise to a "right to payment" to IFA. That IFA has failed to meet its burden of proving that SCV was insolvent or rendered insolvent as a result of the transfer under and that IFA has failed to meet its burden to prove that Blanchard engaged in actual fraud. The case is In re RANDALL WILLIAM BLANCHARD, Chapter 11, Debtor, Case No. 8:14-bk-14105-SC. Randall William Blanchard, Debtor, is represented by Jacob C. Gonzales, Esq. -- jgonzales@weintraub.com -- Weintraub Tobin, Garrick A. Hollander, Esq. -- ghollander@winthropcouchot.com -- Winthrop Couchot, Jeannie Kim, Esq. -- jkim@winthropcouchot.com -- Winthrop Couchot PC, Marc J. Winthrop, Esq. -- mwinthrop@winthropcouchot.com -- Winthrop Couchot PC. Richard Pachulski (TR), Trustee, is represented by Teddy M Kapur, Esq. -- tkapur@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP, Jeremy V Richards, Esq. -- jrichards@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP. United States Trustee (SA), U.S. Trustee, is represented by Frank Cadigan, Nancy S Goldenberg. Official Committee of Creditors Holding Unsecured Claims, Creditor Committee, is represented by Reem J Bello, Esq. -- rbello@lwgfllp.com -- Lobel Weiland Golden Friedman LLP, Jeffrey I Golden, Esq. -- jgolden@lwgfllp.com -- Lobel Weiland Golden Friedman LLP. RAZA SERVICES: Court Denies Bank's Bid to Dismiss Ch. 11 Case ------------------------------------------------------------- Texas First Bank filed a Motion to Dismiss the Chapter 11 case of Raza Services, LLC, for Bad Faith Filing Or, Alternatively, Motion for Relief from the Automatic Stay. The instant case has been pending for fewer than 60 days. The Debtor has filed the petition with an intent to address the debts against its unit in a medical emergency condominium complex in Baytown, Texas, either through a lease or sale of the property. TFB separately has sought relief from stay, and its motion remains pending. The court concludes that there is an insufficient showing of bad faith in the instant case for dismissal at this time. In a Memorandum Opinion dated March 1, 2016 which is available at http://is.gd/OVUZMgfrom Leagle.com, Judge Letitia Z. Paul of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, concluded that there is an insufficient showing of bad faith in the instant case for dismissal at this time and a separate Judgment will be entered denying the motion to dismiss. The case is IN RE RAZA SERVICES, LLC, Debtor, Case No. 16-30113-H3-11. Raza Services, LLC, Debtor, is represented by E Rhett Buck, Esq. US Trustee, US Trustee, represented by Ellen Maresh Hickman, Office of the U S Trustee. RCS CAPITAL: Amends Plan Outline to Address Objections ------------------------------------------------------ RCS Capital Corporation, et al., maintained that the disclosure statement explaining their Chapter 11 Plan of Reorganization should be approved and asked the U.S. Bankruptcy Court for the District of Delaware to overrule the objections raised by American Realty Capital Properties, Inc., and its affiliates, and the plaintiffs in the ARCP Litigation, and the U.S. Trustee. According to the Debtors, contrary to the position taken in the ARC Objection, the holders of Subordinated Claims and Holdings Equity Interests are not entitled to vote on the Plan as those classes are not entitled to, or receiving, distributions thereunder. The Plan does not provide for any party to receive a greater-than-100% recovery or for any out-of-the-money class to receive a recovery, the Debtors tell the Court. The Disclosure Statement and Valuation Analysis indicate that there is insufficient value to fully satisfy claims in Class 2 (First Lien Claims), Class 3 (Second Lien Claims) and Class 5 (General Unsecured Claims), leaving no value to be distributed to classes of claims and interests that are junior in priority, the Debtors noted. In other words, the Plan is entirely consistent with the absolute priority rule, the Debtors maintain. The U.S. Trustee Objection should be overruled, including with respect to the consensual releases under the Plan and the mechanisms related thereto, the Debtors ask the Court. The releases and the opt-out procedures in the Plan are commonplace and appropriate in this District, the Debtors argue. The Lead Plaintiffs in Weston v. RCS Capital Corp., et al. (the "Weston Securities Litigation") reserved their rights in the connection with the approval of the Disclosure Statement. To address the objections, the Debtors filed an amended Disclosure Statement on March 16, 2016, a full-text copy of which is available at http://bankrupt.com/misc/RCSds0316.pdf The Ad Hoc Group of Second Lien Lenders and the Steering Committee of First Lien Lenders joined in the Debtors' reply to the objections to the Disclosure Statement. The Debtors are represented by Robert S. Brady, Esq., Edmon L. Morton, Esq., Robert F. Poppiti, Jr., Esq., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Michael J. Sage, Esq., Shmuel Vasser, Esq., Stephen M. Wolpert, Esq., Janet Bollinger Doherty, Esq., and Andrew C. Harmeyer, Esq., at Dechert LLP, in New York. The Steering Committee is represented by Derek C Abbott, Esq., and Tamara K. Minott, Esq., at Morris, Nicols, Arsht & Tunnell LLP, in Wilmington, Delaware; Scott J. Greenberg, Esq., and Stacey L. Corr-Irvine, Esq., at Jones Day, in New York. The Lenders Group is represented by Adam G. Landis, Esq., and Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware; and Timothy Graulich, Esq., Natasha Tsiouris, Esq., and David Schiff, Esq., at Davis Polk & Wardwell LLP, in New York. 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. 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. RELATIVITY MEDIA: Court Issues Ch. 11 Plan Confirmatory Finding --------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the District of Delaware, in a March 18, 2016, order reaffirmed in its entirety the Court's findings of fact and conclusions of law with respect to confirmation of Relativity Fashion, LLC, et al.'s Fourth Amended Plan of Reorganization generally, and specifically with respect to the feasibility requirement of Section 1129(a)(11) of the Bankruptcy Code. The definitive agreements with respect to the Exit Funding and the Trigger Street Transactions are approved, and the Debtors are authorized to enter into and consummate any and all transactions consistent therewith, Judge Wiles ruled. To recall, the Court, having held a hearing on February 1 and 2, 2016, regarding confirmation of the Third Amended Plan and the Court having entered its findings of fact, conclusions of law, and order confirming the Fourth Amended Plan on February 8, and having further ordered that the Plan will not take effect and will not be consummated except after the entry by the Court of the Confirmatory Finding as set forth in Paragraph 1 of the Confirmation Order. Judge Wiles' March 18 Order will constitute entry of the Confirmatory Finding, pursuant to Paragraph 1 of the Confirmation Order. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth Amended Plan. A copy of the Fourth Amended Plan is available at http://is.gd/wZI1gd RESIDENTIAL CAPITAL: Coopers' Claim No. 6270 Disallowed ------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York disallowed and expunged Claim Number 6270 filed by Thomas G. Cooper and Catherine D. Cooper against Residential Capital, LLC ("ResCap"). The Coopers asserted a secured claim of $50,000 against ResCap in relation to a home equity line of credit ("HELOC") originated by GMAC Mortgage, LLC ("GMACM") in August 2003. The claim was later reclassified as a general unsecured claim against GMACM. The ResCap Borrower Claims Trust objected to the claim, arguing that the debtors have no liability for the alleged failure to close the HELOC. The Trust alleged that although the Coopers applied $45,508.82 to their loan on May 27, 2005, and brought the principal balance down to $0.00, the Coopers never requested the HELOC be closed, and as a result, the line remained open. The Trust also contended that any claim the Coopers had for breach of contract for failing to close the HELOC is waived and barred by the statute of limitations. Additionally, the Trust also noted that the Coopers continued to advance funds from the line of credit after they allegedly attempted to have it closed. Judge Glenn held that the Coopers' breach of contract claim was time-barred, as the statute of limitations for breach of contract in New Hampshire is three years. The judge found that the Coopers did not file their proof of claim until November 2012, while the statute of limitations would have passed by May 2008. Judge Glenn also held that the Coopers conduct of continuing to draw on the HELOC after they claim they closed it, amounts to an implied waiver of any breach of contract claim that the Coopers may bring. The case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11, Debtors, Case No. 12-12020 (MG) (Jointly Administered) (Bankr. S.D.N.Y.). A full-text copy of Judge Glenn's March 2, 2016 memorandum opinion is available at http://is.gd/C15zsUfrom Leagle.com. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RIVER CITY: Judge Extends Deadline to Remove Suits to June 24 ------------------------------------------------------------- U.S. Bankruptcy Judge Keith Phillips has given River City Renaissance LC and River City Renaissance III, LC until June 24, 2016, to file notices of removal of lawsuits involving the companies. About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014. The Debtors filed the chapter 11 cases in order to pursue an orderly liquidation of their real property assets, which are comprised of 29 residential apartment buildings in the City of Richmond, in lieu of scheduled foreclosure sales. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Spotts Fain PC as counsel, and Hirschler Fleischer P.C. as special conflicts counsel. River City Renaissance LC disclosed $27.3 million in assets and $29.2 million in liabilities as of the Chapter 11 filing. Renaissance III estimated less than $10 million in assets and debts. The Court granted the Debtors until Oct. 26, 2015, to file Chapter 11 plan. RND ENGINEERING: Court Allows Nagel's Claims for $1.12-Mil. ----------------------------------------------------------- Nagel Precision Inc. designs and manufactures machines used in the automotive and other industries. Nagel brought an adversary proceeding against two Chapter 11 debtors, one of them an individual, Richalin Digue, and the other a company owned by Digue, known as RnD Engineering, LLC. All of Nagel's claims against them arise from the fact that Digue at one time worked as a project manager for Nagel, but now owns his own business, RnD, that directly competes with Nagel. It took Nagel some time to learn about Digue's competing business, but when it did, Nagel sued Digue and RnD in state court, claiming that they had misappropriated Nagel's trade secrets, tortiously interfered with Nagel's business relationships, breached fiduciary duties owed to Nagel, and otherwise engaged in wrongful conduct to the detriment of Nagel. In an Opinion after Trial dated March 1, 2016, which is available at http://is.gd/QeEWzVfrom Leagle.com, Judge Phillip J. Shefferly of the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division, allowed Nagel a claim against Digue in the amount of $564,503.16, and a claim against RnD in the amount of $564,503.16. The Court also held that Nagel's allowed claim against Digue is nondischargeable in Digue's case. The adversary proceeding is Nagel Precision Inc., Plaintiff, v. RnD Engineering, LLC, and Richalin Kamtchouang Digue, Defendants, Adversary Proceeding No. 15-4189-PJS (Bankr. E.D. Mich.). The bankruptcy case is In re: RnD Engineering, LLC, et al., Chapter 11, Debtors, Case No. 14-58049 (Bankr. E.D. Mich.). Nagel Precision Inc., Plaintiff, is represented by Salvatore A. Barbatano, Esq., John Richard Gehring, Esq. RnD Engineering, LLC, Defendant, is represented by Charles D. Bullock, Esq. -- Stevenson & Bullock, P.L.C., Elliot G. Crowder, Esq. -- Stevenson & Bullock, P.L.C., Catherine T. Dobrowitsky, Esq., Ernest Hassan, Esq. -- Stevenson & Bullock, P.L.C. RYCKMAN CREEK: Judge Approves Deadlines to File Proofs of Claim --------------------------------------------------------------- A federal judge approved the deadline proposed by Ryckman Creek Resources LLC for filing pre-bankruptcy claims against the company and its affiliates. The order, issued by U.S. Bankruptcy Judge Kevin Carey, requires creditors to file a proof of their claims on or before the date that is no later than 25 days after service of notice of the bar date. This deadline is called a "bar date" because it means that creditors who come forward after that date may be "barred" from ever filing a claim against the company. Meanwhile, all governmental units that have claims against the companies must submit a proof of their claims on or before August 1, 2016. About Ryckman Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC is engaged in the acquisition, development, marketing, and operation of a natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. As of the Petition Date, Ryckman had approximately $333 million of prepetition bank debt. SAMSON RESOURCES: Can Implement Incentive and Severance Program --------------------------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi approved Samson Resources Corporation's motion to implement a non-insider incentive program for the first eight and a half months of 2016, and a non-officer severance program. The Debtors filed the motion having just learned that their interim Chief Executive Officer and Chief Operating Officer (Richard Fraley) has resigned, effective Feb. 15, 2016. This departure comes shortly after the Debtors' former Chief Executive Officer and three vice presidents announced their resignations. The Debtors are authorized to make, at most, approximately $6.3 million in incentive payments in the first eight and a half months of 2016 -- approximately $2.3 million less in incentive payments than they would if they had not updated their non-insider incentive program. The reduced amount is due, in part, to a smaller participant pool and lower overall headcount. Second, the Debtors altered the payment schedule, with payments under the program payable on the date an order is entered confirming a chapter 11 plan (or the date of the closing of a sale of substantially all of the Debtors' assets); provided that if there has been no order entered confirming a chapter 11 plan (or the sale of substantially all of the Debtors' assets has not closed) by August 15, 2016, 75 percent of the payments shall be payable on August 15, 2016, and 25 percent shall be payable as of the date an order is entered confirming a chapter 11 plan (or the date of the closing of a sale of substantially all of the Debtors' assets). Payments are earned if -- and only if -- the employees remain employed by the Debtors as of such payment dates. About Samson Resources Samson Resources Corporatio 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. Samson Resources, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and chief financial officer, signed the petitions. The Debtors estimated assets and liabilities of more than $1 billion. Kirkland & Ellis LLP is the general counsel of the Debtors and 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. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. SAMSON RESOURCES: Can Implement Performance Award Program --------------------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi has approved Samson Resources Corporation's performance and award program as it relates to Andrew Kidd, Sean Woolverton and Philip Cook. The Debtors will implement a quarterly incentive program for their senior management team, who will be critical to driving performance and leading the Debtors to emerge from chapter 11. The Debtors have had substantial discussions with the official committee of unsecured creditors and the agents under the Debtors' credit facilities regarding the Performance Award Program and believe that all such parties support the relief requested herein. The Debtors submitted its proposed Performance Award Program shortly after learning that their interim Chief Executive Officer and Chief Operating Officer, Richard Fraley, has announced his resignation, effective Feb. 15, 2016. Andrew Kidd -- the Debtors' current General Counsel -- will succeed Mr. Fraley as Chief Executive Officer and Sean Woolverton -- the Debtors' current Vice President of Operations, East Division -- will succeed Mr. Fraley as Chief Operating Officer. Philip Cook, the Debtors' third insider, is continuing his role as the Debtors' Chief Financial Officer. About Samson Resources Samson Resources Corporation 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. Samson Resources, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and chief financial officer, signed the petitions. The Debtors estimated assets and liabilities of more than $1 billion. Kirkland & Ellis LLP is the general counsel of the Debtors and 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. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. SANDRIDGE ENERGY: Delays Filing of 2015 Form 10-K ------------------------------------------------- SandRidge Energy, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that its annual report on Form 10-K for the year ended Dec. 31, 2015, could not be filed within the prescribed time period without unreasonable effort or expense, because the Company needs additional time to complete its financial statements and related disclosures. The Company said it has been engaged in discussions with certain stakeholders regarding strategic alternatives to reduce its indebtedness. On Feb. 16, 2016, the Company elected to defer interest payments then due with respect to its 7.5% senior notes due 2023 and 7.5% senior convertible notes due 2023. On March 15, 2016, within the 30-day interest payment grace period provided for in the indentures governing the 2023 Notes, the Company made payments of approximately $21.7 million in satisfaction of its obligations under the 2023 Notes. Further, on March 16, 2016, the Company made approximately $28.4 million in interest payments then due with respect to its 7.5% senior notes due 2021. As a result of the uncertainty regarding potential strategic alternatives to reduce indebtedness, the Company expects that the report of the independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended Dec. 31, 2015, included in the Company's Annual Report will contain an explanatory paragraph regarding substantial doubt as to the Company's ability to continue as a going concern and certain debt obligations may be reclassified as current liabilities in the financial statements if deemed appropriate. The Company anticipates that total revenues and income from operations for the year ended Dec. 31, 2015, will be significantly lower than the year ended Dec. 31, 2014, as a result of significantly lower commodity prices, as well as moderate year-over-year growth in total production of 9 percent. Further as a result of significantly decreased oil prices, the Company incurred a full cost ceiling impairment charge of $4.5 billion for the year ended Dec. 31, 2015. About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge reported net income attributable to the Company of $253.28 million for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company of $553.88 million for the year ended Dec. 31, 2013. As of Sept. 30, 2015, SandRidge had $4.10 billion in total assets, $4.50 billion in total liabilities and a $403.27 million total stockholders' deficit. SANDRIDGE ENERGY: Pays $50.1 Million Interest on Senior Notes ------------------------------------------------------------- Sandridge Energy, Inc., on Feb. 16, 2016, issued a press release announcing that it had elected to defer interest payments then due with respect to its 7.5% senior notes due 2023 and 7.5% senior convertible notes due 2023. On March 15, 2016, within the 30-day interest payment grace period provided for in the indentures governing the 2023 Notes, the Company made payments of approximately $21.7 million in satisfaction of its obligations under the 2023 Notes. Further, on March 16, 2016, the Company made approximately $28.4 million in interest payments then due with respect to its 7.5% senior notes due 2021. About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge reported net income attributable to the Company of $253.28 million for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company of $553.88 million for the year ended Dec. 31, 2013. As of Sept. 30, 2015, SandRidge had $4.10 billion in total assets, $4.50 billion in total liabilities and a $403.27 million total stockholders' deficit. SANDRIDGE ENERGY: S&P Raises CCR to 'CCC-', Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on oil and gas exploration and production company SandRidge Energy Inc. to 'CCC-' from 'D'. The outlook is negative. S&P also raised the issue-level rating on the company's second-lien debt to 'CCC+' from 'D'. The recovery rating on the second-lien debt remains '1', indicating S&P's expectation of very high (90% to 100%) recovery in the event of default. The rating on the company's unsecured debt remains 'D' and the recovery rating remains '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of default. S&P also raised the rating on the company's convertible preferred stock to 'C' from 'D'. "The 'CCC-' corporate credit rating reflects our view that SandRidge is likely to pursue a restructuring within the next six months," said Standard & Poor's credit analyst Ben Tsocanos. "The rating on the unsecured debt remains 'D' because we believe the company may enter into additional distressed exchanges on this debt," he added. The negative outlook reflects S&P's view that the company may enter into a debt restructuring within the next six months. S&P could lower the rating if SandRidge enters into a restructuring under which investors receive less than what was promised on the original securities. S&P could raise the rating if it believes that the company is unlikely to pursue a debt restructuring and that a default is unlikely within the next six months. SANDY CREEK: Moody's Lowers Senior Secured Rating to 'B2' --------------------------------------------------------- Moody's Investors Service has downgraded the senior secured rating of Sandy Creek Energy Associates, L.P. (SCEA or Project or Borrower) to B2 from Ba3. The downgrade reflects the Borrower's exposure to sustained weak merchant energy margins and related cash flow owing primarily to low natural gas and power prices in the ERCOT region where the plant operates. The rating outlook remains negative. The senior secured credit facilities are comprised of a $1,025 million term loan due 2020 (approx. $925.6 million outstanding at 12/31/15), a $102 million letter of credit facility due 2020 to backstop Tax-Exempt Variable Rate Notes, and a $75 million working capital facility due 2020. SCEA owns 64% of the Sandy Creek Energy Station, a 945 MW single unit, once-through super-critical cycle, pulverized coal-fired power generating facility in Riesel, Texas. SCEA is a bankruptcy-remote entity owned by affiliates of LS Power (Sponsor). RATINGS RATIONALE "[The] rating downgrade to B2 principally reflects the Project's exposure to sustained weak merchant energy margins and related cash flow owing to low natural gas prices and low energy prices in ERCOT, and our expectation that this weak financial performance will continue over the next couple of years. SCEA is particularly vulnerable to the weak wholesale power market in ERCOT as it is a coal-fired generator in a market where natural gas sets the marginal price for power. Moreover, SCEA has a relatively high cost structure in the current natural gas environment. Lower merchant energy margins are expected to result in substantially lower credit metrics. Prospectively, the possibility exists that annual cash flow may be insufficient to fully cover future debt service, in the absence of some mitigating development, such as an improving ERCOT power pricing environment or higher merchant cash flows during the peak periods. In addition, the lower merchant cash flows has resulted in less excess cash flow being swept than originally contemplated, resulting in higher refinancing risk at debt maturity in 2020." "The debt service coverage ratio (DSCR) for 2015, as calculated by Moody's is expected to be 1.32x (and differs from the calculation of the financial covenant DSCR in the loan documentation as it excludes cash as well as the debt service reserve letter of credit from cash flow available for debt service). This DSCR compares with an expected DSCR of 2.28x for 2015 in our Moody's base case." "Furthermore, we understand that the plant has been off-line since November 2015 for economic reasons, reflecting its uncompetitiveness in the current wholesale market in ERCOT. Revenues from the capacity payments in the PPAs are unaffected by the economic outage. As a result, the EBITDA associated with the PPA is generally in line with our expectations for 2015. EBITDA related to hedges was lower during 2015 due to a decision to defer the remaining J. Aron payments (approximately $12 MM for the year) into 2016, which will aid financial performance this year. The plant currently remains off line due to the economic outage and will be returned to service once the energy market fundamentals improve (when there is potential for positive energy margins). We believe that plant will operate during the second, third, and portions of the fourth quarter. In the meantime, we understand the operator continues to look for opportunities to reduce fixed costs." The B2 rating also considers SCEA's revenue profile that is anchored by contracted cash flows under long-term PPAs (30 years) with Brazos Electric Power Cooperative, Inc. for 155 MWs and Lower Colorado River Authority (LCRA: A2 stable) for 104MWs. These PPAs provide for stability and predictability to SCEA's cash flows as the terms of the PPAs allow pass through of fixed and variable costs, including carbon emissions costs. Brazos also has a 25% ownership interest in the plant, which entitles it to 236MWs of the plant's output, while LCRA has an 11.13% interest in the plant (or 105MWs of the plant's output). Moody's views the presence of SCEA's contract counterparties as Sandy Creek plant co-owners to be a credit positive, particularly with respect to working through any disputes and issues, as their interests as plant owners and contract counterparties are more aligned. The PPA counterparties continue to make their contractual capacity payments during the period of economic outage, and this is tangible evidence of a strong relationship. Importantly, it should be noted that it is also less expensive for the PPA counterparties to procure power from other sources in the market than it is to reimburse SCEA under the PPAs for higher priced power produced by the plant. SCEA also currently benefits from additional gas hedges that provide for incremental hedged cash flow in 2016, 2017 and 2018. "We calculate that even if SCEA sells no merchant energy, the DSCR (as calculated by Moody's) will be 1.14x for 2016 and 0.95x in 2017, assuming the economic outage continues and the PPA counterparties continue to make their capacity payments, and there are no further reduction in the fixed costs associated with merchant sales (not reimbursed under the PPAs). In other words, it appears that SCEA will still be able to cover debt service in 2016, but it may struggle to fully cover debt service in 2017 in the absence of some other mitigating circumstance, such as higher merchant cash flows during the peak summer months or a modest draw on its six month debt service reserve." "We believe that this financial underperformance is likely to continue for the next several years in the absence of a substantial improvement in ERCOT's wholesale power market. If SCEA is able to capture some merchant sales, especially during peak pricing periods in the all-important 3rd quarter of each year when temperatures in Texas are at their highest, and is able to cover the variable costs associated with the merchant sales as well as make a contribution toward fixed costs, then SCEA should be able to do better in terms of debt service coverage. However, this will not allow much cushion for unexpected operating issues." Given this financial profile, there will continue to be very little deleveraging beyond the 1% scheduled amortization under the term loan, which will result in higher refinancing risk than originally anticipated. While time is on the side of the issuer (given the November 2020 maturity date), should the energy markets in ERCOT remain in the current condition, the likelihood of debt restructuring becomes a real possibility in the absence of significant support from the Sponsor. On the positive side, SCEA has liquidity that can help it get through the next few years, which are crucial. The issuer currently has about $40 million available under its working capital facility as well as a 6-month debt service reserve letter of credit. These facilities do not mature until 2020. Rating Outlook "The continuing negative outlook reflects the project's exposure to weak merchant power prices in ERCOT and our expectations for sustained weak financial performance. The negative outlook recognizes the possibility that while the project is likely to limp along for the next several years, cash flow could be insufficient to fully cover debt service at some point in the future, in the absence of some mitigating development. Refinancing risk has increased given the absence of any material excess cash flow being generated to de-lever the project. Factors influencing the direction of the rating include: financial performance for 2016 and 2017; SCEA's ability to enter into new hedges; and the project's ability to reduce costs." In light of the negative outlook, limited prospects exist for the rating to be upgraded in the short-run. The rating outlook could stabilize if power prices recover in ERCOT and/or additional financial hedges are entered into such that SCEA can be expected to comfortable cover its debt service. The rating is likely to be downgraded further if financial metrics deteriorate further, if the plant faces other challenges, including operating problems, if the relationship between SCEA and the counterparties deteriorate, and the wholesale energy markets in ERCOT show no signs of improvement, thereby making the prospect of a credible refinancing plan increasingly unlikely. Sandy Creek Energy Station (Sandy Creek) is a greenfield nominal 945 MW single unit super-critical coal-fired base load electric generating station located near Riesel, Texas. Ownership of the Project is held 63.87% by Sandy Creek Energy Associates, LP (SCEA), a 25% interest by Brazos Sandy Creek Electric Cooperative, Inc. (Brazos), and an 11.13% interest by Lower Colorado River Authority (LCRA: A2, Stable). SCHOOLMAN TRANSPORTATION: Case Summary & 20 Top Unsec. Creditors ---------------------------------------------------------------- Debtor: Schoolman Transportation System, Inc. 1600 Locust Avenue Bohemia, NY 11716 Case No.: 16-71172 Chapter 11 Petition Date: March 18, 2016 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: Michael G McAuliffe, Esq. THE LAW OFFICE OF MICHAEL G. MCAULIFFE 68 South Service Road, Suite 100 Melville, NY 11747 Tel: 631 465-0044 E-mail: mgmlaw@optonline.net Total Assets: $2.01 million Total Liabilities: $4.43 million The petition was signed by William Schoolman, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb16-71172.pdf SDI SOLUTIONS: Meeting to Form Creditors' Panel Set for March 24 ---------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on March 24, 2016, at 10:00 a.m. in the bankruptcy case of SDI Solutions LLC, et al. The meeting will be held at: The DoubleTree Hotel 700 King St. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. SEARS HOLDINGS: Incurs $1.12 Billion Net Loss in 2015 ----------------------------------------------------- Sears Holdings Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of Jan. 30, 2016, Sears Holdings had $11.33 billion in total assets, $13.29 billion in total liabilities and a total deficit of $1.95 billion. "We have ongoing discussions concerning our liquidity and financial position with the vendor community and third parties that offer various credit protection services to our vendors. The topics discussed have included such areas as pricing, payment terms and ongoing business arrangements. As of the date of this report, we have not experienced any significant disruption in our access to merchandise or our operations," the Company said. A full-text copy of the Form 10-K is available for free at: http://is.gd/pU4Wqp About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEOUL PRESBYTERIAN: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Seoul Presbyterian Church 6428 Ox Road Fairfax Station, VA 22039 Case No.: 16-10983 Chapter 11 Petition Date: March 18, 2016 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Richard G. Hall, Esq. RICHARD G. HALL 7369 McWhorter Place, Suite 412 Annandale, VA 22003 Tel: 703-256-7159 Fax: (703)941-0262 E-mail: richard.hall33@verizon.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gun Ho Choi, trustee. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SFS LTD: Exclusive Right to File Plan Extended to April 11 ---------------------------------------------------------- SFS Ltd., formerly known as Simply Fashion Stores Ltd., obtained a court order extending the period of time during which it alone holds the right to file a Chapter 11 plan. The order, issued by Judge Laurel Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, extended the company's exclusive right to propose a liquidating plan to April 11, 2016, and solicit votes from creditors to June 10, 2016. The extension would prevent others from filing rival plans in court and maintain the company's control over its bankruptcy case. About Simply Fashion Stores Owned by the Shah family, Simply Fashion has 247 stores in 25 states across the country in major markets such as Detroit, Miami, New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and Dallas. Founded in 1991, Simply Fashion is primarily a brick and mortar retailer of Junior, Plus and Super Plus women's fashion catering to African-American women between the ages of 25 and 55, with locations in 25 states. Adinath Corp. is the general partner of Simply Fashion. It is owned 100% by Bhavana Shah. On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla., Case No. 15-16885). The cases are under the Honorable Laurel M. Isicoff. The Debtors have tapped Berger Singerman LLP as counsel; Kapila Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. Simply Fashion estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 21 appointed five creditors to serve on the official committee of unsecured creditors. On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as consumer privacy ombudsman in the Debtors' Chapter 11 cases. * * * On Aug. 20, 2015, the Court entered an order authorizing the Debtors to sell their intellectual property assets. Pursuant to Section 5.1(b) of the Asset Purchase Agreement, the Debtors have changed the legal name of "Simply Fashion Stores, Ltd." to "SFS, Ltd." The Court on March 2, 2016, entered an order granting the Debtors a limited exclusivity extension. SFX ENTERTAINMENT: Has Final Authority to Obtain $87.6MM DIP Loan ----------------------------------------------------------------- Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware gave SFX Entertainment, Inc., final authority to draw upon an aggregate principal amount of up to $87.6 million from the DIP Facility entered into with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for a consortium of lenders. Judge Walrath further authorized that the DIP Facility may be increased to provide for additional uncommitted $15 million in term loans as Incremental Tranche B DIP Loans and a Letter of Credit to the extent of the amount set forth in any Foreign Loan Amendments that increases the principal amount of the Foreign Loan Facility. The Debtors are authorized to use the Cash Collateral for the indefeasible payment in full of the First Lien Obligations due in the aggregate amount of approximately $33,241,666 in respect of the First Lien Credit Agreement, in accordance with and subject to the terms and conditions of the Approved Budget, the DIP Loan Documents and as provided under the Final Order. The borrowing of term loans will consist of Tranche A DIP Loans in an amount not to exceed $30 million and Tranche B DIP Loans in an amount not to exceed $57.6 million, of which an aggregate principal amount of the DIP Loans of up to $43 million shall be available to the Debtors upon entry of the Amended Interim Order and shall be drawn in a single draw by the Debtors - $30 million shall be Tranche A DIP Loans and $13 million shall be Tranche B DIP Loans. Judge Walrath also gave the Debtors final authority to use cash collateral securing their prepetition indebtedness. Committee's Objection Overruled The objection raised by the Official Committee of Unsecured Creditors was overruled. The Commitee opposed the Debtor's DIP Motion, complaining that the Debtors and the DIP Lenders are essentially dictating the terms of a Chapter 11 plan by inextricably linking the Restructuring Support Agreement (RSA) milestones to the DIP Facility and by requiring approval of the milestones pursuant to the DIP Motion to effectuate the desired restructuring of the Debtors, binding the estates to the terms and restrictions of the RSA which has not yet been approved and leaving unsecured creditors to receive nothing. The Committee further complains that the Foreign Loans should not be rolled up since the Committee is still investigating the facts and circumstances surrounding the issuance of such Foreign Loans as it appear that the DIP Lenders purchased the Foreign Loans through the Assignment Agreements and have stepped into the shoes of the Initial Foreign Loan Parties. Thus, any liens afforded to the DIP Lenders should be limited to the actual amount of postpetition funding, if any, made to the Foreign Loan Obligors pursuant to the DIP Facility, the Committee added. Moreover, the Committee criticizes the meager amount of $278,000 allocated for the Committee’s professionals during the thirteen-week budget period -- which represents less than 10% of the amounts allocated for payments to the Debtors’ lawyers, consultants, and financial advisor -- as compared to the DIP Budget allocation to pay for Sillerman’s legal fees in the amount $200,000, whom the Committee alleges to be not legally entitled to receive payment of any fees. The Official Committee of Unsecured Creditors is represented by: Bradford J. Sandler, Esq. Debra I. Grassgreen, Esq. Joshua M. Fried, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: bsandler@pszjlaw.com dgrassgreen@pszjlaw.com jfried@pszjlaw.com crobinson@pszjlaw.com About SFX Entertainment Headquartered in New York, New York, SFX Entertainment, with approximately $312 million in pro-forma revenues, is a producer of live events and media and entertainment content focused exclusively on electronic music culture. SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SFX ENTERTAINMENT: RSA an Insider Transaction, WPP Complains ------------------------------------------------------------ WPP Luxembourg Gamma SARL (WPP) asks the U.S. Bankruptcy Court not to give SFX Entertainment, Inc., et al., authority to assume the Restructuring Support Agreement entered into among the Debtors, certain holders of the Debtors' Second Lien Notes and Robert F.X. Sillerman, and entities controlled by Sillerman. According to WPP, the plan promoted by the RSA proposes no distribution to existing equity holders and to holders of general unsecured claims. In addition, WPP tells the Court that there is a need to conduct an adequate investigation into the value of the Debtors especially when there is some evidence issued by the Debtors themselves that the Debtors may actually be solvent for the last publicly filed SEC Form 10-Q showed substantial equity. Moreover, WPP criticizes the continuing role of Mr. Sillerman in the reorganized Debtor, alleging that the RSA transaction involves insiders and estate fiduciaries that merits heightened scrutiny especially since Mr. Sillerman is the chief executive officer and chairman of the board of directors, and owns just over 40% of the common stock of SFX Entertainment, Inc., discounting the application of the business judgment rule. WPP Luxembourg Gamma SARL is represented by: Joseph H. Huston, Jr., Esq. STEVENS & LEE, P.C. 919 North Market Street, Suite 1300 Wilmington, Delaware 19801 Telephone: (302) 425-3310 Email: jhh@stevenslee.com -- and -- Alec P. Ostrow, Esq. BECKER, GLYNN, MUFFLY, CHASSIN & HOSINSKI LLP 299 Park Avenue New York, New York 10171 Telephone: (212) 888-3033 Email: aostrow@beckerglynn.com About SFX Entertainment Headquartered in New York, New York, SFX Entertainment, with approximately $312 million in pro-forma revenues, is a producer of live events and media and entertainment content focused exclusively on electronic music culture. SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SFX ENTERTAINMENT: Seeks Approval of Proposed NCU KEIP, KERP ------------------------------------------------------------ SFX Entertainment, Inc., et al., seek authority from the U.S. Bankruptcy Court to implement (a) their proposed performance-based key employee incentive plan applicable to non-core business units held for sale (the "NCU KEIP"), (b) the Debtors' proposed key employee retention plan applicable to non-core business units held for sale (the "NCU KERP"). The programs establish incentive compensation programs in respect of the Debtors' goal to consummate the sale of several of their discrete non-core business units, including substantially all of the assets of Debtor Beatport, LLC, and the Fame House business of Debtor SFX Marketing LLC. The Debtors tell the Court that they worked with their proposed crisis and turnaround manager, FTI Consulting, Inc., to develop the terms of the NCU KEIP and to establish a structure for incentives designed to motivate NCU KEIP Participants, ensuring that these key members of the NCUs continue in their efforts to successfully maximize value for the benefit of all of the Debtors' stakeholders. The material terms of the NCU KEIP are as follows: a. An amount up to 5% of the gross sale proceeds associated with the sale of each NCU will be available for the CRO to utilize to make payments to NCU KEIP Participants. b. NCU KEIP Payments will not exceed $400,000 per NCU sale, and no more than $250,000 per individual. However, if KEIP Payments utilized in respect of a particular NCU sale do not reach this cap, the CRO may, in consultation with the Special Committee, apply the balance of such funds to the KEIP Payments in respect of the sale of another NCU, subject to the $400,000 per NCU and $250,000 individual caps set forth in the preceding sentence and notwithstanding the 5% of sale proceeds allocated for NCU KEIP Payments. c. The CRO may determine that NCU KEIP Payments of less than 5% are sufficient to incentivize the KEIP Participants of a particular higher-value NCU. The Debtors seek the flexibility of a 5% cap due to the uncertain values of the NCUs, the necessity that such NCUs be sold forthwith and the importance of the NCU KEIP Participants to such sale processes. d. The aggregate cap will be $2.2 million, consistent with the median maximum identified in the comparable KEIPs, which creates certainty with respect to the total amount of NCU KEIP Payments and brings the NCU KEIP within the range of market standards. In addition to the NCU KEIP, the Debtors also seek to implement the NCU KERP for certain individual non-insider employees to ensure that the Debtors do not suffer significant and costly turnover of key employees during the Debtors' efforts to sell certain of their NCUs. The NCU KERP Participants are critical employees who have the knowledge and experience to carry out the decisions of management in an efficient and effective manner, but will not be individuals who manage or control the NCUs. According to the Debtors, FTI anticipates that the aggregate cost of the NCU KERP will not exceed $750,000, which is more than 25% below the median aggregate cost of KERPs approved for similarly situated companies. The NCU KERP containing following material terms: a. Bonus payments made to NCU KERP Participants in respect of the sale of an NCU shall not exceed $150,000 in the aggregate per NCU sold. Bonus payments to individual NCU KERP Participants will be contingent on a determination by the CRO, in his sole discretion, that an individual NCU KERP Participant has satisfied the Performance Objectives during the Performance Period in respect of the applicable NCU being sold. b. In the event the $150,000 threshold is not reached in respect of a particular NCU that is sold, the CRO may, in consultation with the Special Committee, rollover the excess funds for use as NCU KERP payments in connection with another NCU held for sale, but in no event shall total bonuses to NCU KERP Participants exceed $250,000 in respect of the sale of any one NCU, inclusive of any excess funds rolled over by the CRO. c. The aggregate amount that will be paid to any individual NCU KERP Participant is $40,000. SFX Entertainment, Inc., et al. are represented by: Dennis A. Meloro, Esq. GREENBERG TRAURIG, LLP 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (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, New York 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400 Email: mitchelln@gtlaw.com diconzam@gtlaw.com haynesn@gtlaw.com About SFX Entertainment Headquartered in New York, New York, SFX Entertainment, with approximately $312 million in pro-forma revenues, is a producer of live events and media and entertainment content focused exclusively on electronic music culture. SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SILVER SPRING: Kotlarsky Appeal from Atty Fee Order Remanded ------------------------------------------------------------ Law Offices of Mark Kotlarsky, Esq., Pension Plan appeals an order of the United States Bankruptcy Court for the District of Maryland awarding attorney's fees to Paul Sweeney of the law firm of Yumkas, Vidmar & Sweeney, LLC, counsel for Appellee Trustee Gary A. Rosen. Silver Spring Family Medical Center, LLC, filed a Voluntary Petition for Chapter 7 Bankruptcy and Rosen was appointed Trustee for the estate. The bankruptcy court granted the Trustee's request to appoint attorney Paul Sweeney of the law firm of Yumkas, Vidmar & Sweeney, LLC as Special Counsel for the Trustee. The Trustee submitted a First and Final Application Requesting Order Authorizing Final Compensation to Yumkas, Vidmar & Sweeney, LLC ("First Fee Application"). The application sought $10,472.50 in fees and $25.60 in expenses for services rendered by Sweeney between August 1, 2012 and February 14, 2013. Kotlarsky, a creditor of the estate, opposed the application, characterizing Sweeney's work as unnecessary, unhelpful, and non-compensable. United States Bankruptcy Judge Thomas J. Catliota awarded Sweeney all but $237 of the requested fees. Kotlarsky's Statement of Issues identified one issue for appeal: whether the bankruptcy court erred in granting the Second Fee Application which requested an order authorizing final compensation to Yumkas, Vidmar & Sweeney, LLC. The application requested $6,500 in fees and $183.94 in expenses for work performed by Sweeney between February 15, 2013 (the day after Rosen submitted the First Fee Application) and August 19, 2013 (the day of the hearing on the First Fee Application). The Trustee contended that the Appeal should be dismissed because Kotlarsky failed to properly designate the record, that the bankruptcy court did not err in approving the fee application, and that Kotlarsky waived the argument against attorney's fees for time spent defending the First Fee Application by not raising it before the bankruptcy court. In a Memorandum Opinion dated March 3, 2016, which is available at http://is.gd/1I89KMfrom Leagle.com, Judge Theodore D. Chuang of the United States District Court for the District of Maryland affirmed in part and reverses in part the order of the bankruptcy court and remanded the case for further proceedings. The law currently in effect renders the First Fee Application unlawful, Judge Chuang held. Because the record does not clearly establish the amount of the attorney's fee award attributable to defense of the First Fee Application, the Court remanded the case to the bankruptcy court for revision of the second fee award in a manner consistent with Baker Botts case. The case is IN RE: SILVER SPRING FAMILY MEDICAL CENTER, LLC LAW OFFICES OF MARK KOTLARSKY, ESQ. PENSION PLAN, Appellant, v. GARY A. ROSEN, Trustee, Appellee, Civil Action No. TDC-15-1834. Law Offices of Mark Kotlarsky, Esq. Pension Plan, Appellant, is represented by Mark Kotlarsky, Esq. -- mark@lawmk.com -- Law Offices of Mark Kotlarsky. Gary A. Rosen, Appellee, is represented by Paul Sweeney, Esq. -- psweeney@yvslaw.com -- Yumkas, Vidmar, Sweeney & Mulrenin, LLC. Silver Spring Family Medical Center, LLC, Debtor, is represented by Richard Harold Gins, Esq. -- richard@ginslaw.com -- Law Office of Richard H Gins LLC. Gary A. Rosen, Trustee, is represented by Gary A Rosen, Esq. -- logar@logarpc.com -- Law Office of Gary A Rosen. US Trustee, Trustee, is represented by Gerard R Vetter, Office of the US Trustee. SPIRIT AEROSYSTEMS: S&P Raises Corp. Credit Rating From 'BB' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Wichita, Kan.-based aircraft structures supplier Spirit AeroSystems Inc. to 'BBB-' from 'BB'. The outlook is stable. At the same time, S&P raised its issue-level ratings on the company's unsecured notes to 'BBB-' from 'BB'. Additionally, S&P has withdrawn all of its recovery ratings on Spirit because S&P do not assign recovery ratings to the debt of companies that S&P rates as investment grade. All of S&P's other ratings on Spirit are unchanged. "The upgrade reflects Spirit's significantly improved profitability and cash flow over the past two years stemming from its improved operating efficiency, lower-cost structure, and the divestiture of its unprofitable business jet programs," said Standard & Poor's credit analyst Chris Mooney. "We believe that the company's strong credit metrics combined with the solid demand in its mature 737 program (which accounts for about 50% of its total sales) offset the risks surrounding the execution of its A350 program (which is in early stage production) and its ongoing negotiations with Boeing involving pricing on its existing programs." The stable outlook on Spirit reflects S&P's expectation that the company's credit ratios will remain very strong, though they could moderate somewhat depending on how the company decides to divide its cash flow between shareholder rewards and acquisitions. S&P could raise its ratings on Spirit if management commits to keeping the company's FFO-to-debt ratio above 60% and its debt-to-EBITDA metric below 1.5x. S&P could also raise its rating over time if the company is able to maintain steady profitability, successfully execute the production rate increases on the 737 and A350 programs, and reach a reasonable long-term pricing agreement with Boeing. S&P could lower its ratings on Spirit if its FFO-to-debt ratio remains below 45% due to a higher-than-expected level of shareholder rewards or unanticipated operational problems that disrupt its earnings and cash flow. If this ratio were to fall below 45% because of a large acquisition, S&P would also have to consider whether the transaction improves Spirit's diversity or increases its integration risk before we could determine if it warrants a downgrade. SPORTS AUTHORITY: 341 Meeting of Creditors Set for March 29 ----------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 cases of Sports Authority Holdings Inc. and its affiliates is set to hold a meeting of creditors on March 29, 2016, at 9:00 a.m., according to a filing with the U.S. Bankruptcy Court in Delaware. The meeting will take place 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 Sports Authority Englewood, Colo.-based Sports Authority Inc. is a sporting-goods chain in the U.S. Sports Authority was acquired in 2006 in a $1.4 billion leveraged buyout by Los Angeles-based private equity firm Leonard Green & Partners. The Company in January skipped a $21 million interest payment on its $643 million in debt. The Company has been widely reported to be preparing to file for bankruptcy as it faced a debt payment. According to various reports, the Company was reportedly in talks with lenders including TPG Capital Management on a deal to reorganize in Chapter 11 bankruptcy proceedings. * * * As reported by the Troubled Company Reporter on Jan. 22, 2016, Moody's Investors Service downgraded The Sports Authority Inc.'s Corporate Family Rating and $300 million secured term loan due 2017 rating to Caa3 from Caa1 due to the company's announcement that it elected to not make the approximately $21 million subordinated notes interest payment that was due Jan. 15, 2016. The ratings outlook is negative. SPORTS AUTHORITY: Gets Interim OK to Start Closing Store Sales -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware issued an order on an interim basis through and including March 29, 2016: (a) authorizing Sports Authority Holding, Inc., and its debtor affiliates to assume closing store agreement; (b) authorizing and approving closing sales free and clear of all liens, claims and encumbrances; (c) authorizing the implementation of customary employee bonus program and payments to non-insiders; (d) approving dispute resolution procedures; and (e) approving the Debtors' store closing plan. The Court found that the Debtors have advanced sound business reasons for entering into the Closing Store Agreement, and that doing so is in the best interest of the Debtors and their bankruptcy estates. The Court will commence a hearing on March 29 at 1:00 p.m. (ET) to consider the motion on a final basis. The Debtors also filed with the Court a notice of corrected list of designated store closing locations. A copy of the Notice is available for free at: http://bankrupt.com/misc/SportsAuthority_StoreClosingLocations.pdf About Sports Authority Holdings Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. SWIFT ENERGY: Weatherford Resigns from Creditors' Committee ----------------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, filed an amended notice of appointment of committee of unsecured creditors in the Chapter 11 cases of Swift Energy Company and its debtor affiliates. According to the notice, Weatherford Artificial Lift Systems, LLC, resigned from the Committee effective February 16, 2016. The remaining Committee members are: 1. Wilmington Trust, N.A. Attn: Peter Finkel 50 South 6th St., Ste. 1290 Minneapolis, MN 55402 Phone: 612-217-5629 Fax: 612-217-5651 2. Bruce H. Vincent 306 Terrace Dr. Houston, TX 77007 Phone: 713-206-6054 About Swift Energy Headquartered in Houston, Texas, Swift Energy Company is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas properties. Its primary assets and operations are focused in the Eagle Ford trend of South Texas and the onshore and inland waters of Louisiana. Swift Energy Company and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to 15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization that, among other things, exchanges the approximately $905.1 million outstanding on account of senior notes obligations for 96% of the common equity in the Reorganized Debtors. The petitions were signed by Alton D. Heckaman, Jr., the executive vice president and CFO. Judge Mary F. Walrath is assigned to the cases. Swift Energy Company disclosed total assets of $416,358,243 plus an undetermined amount and total liabilities of $1,233,022,421 plus an undetermined amount. Other Debtors disclosed total assets of $1.02 billion and total debt of $1.34 billion as of Sept. 30, 2015. The Debtors engaged Jones Day as general counsel; Richards, Layton & Finger, P.A., as local counsel; Lazard Freres & Co, LLC as investment banker; Alvarez & Marsal North America LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Reed Smith LLP represents the committee. * * * A hearing to consider confirmation of the Plan will be held on March 30, 2016, at 10:30 a.m., (prevailing Eastern Time). Objections, if any, to confirmation of the Plan must be filed with the Court no later than 4:00 p.m., prevailing Eastern Time, on March 23. TERRA ENERGY: Receives CWB Demand Letter; Ceases Operations ----------------------------------------------------------- Terra Energy Corp. in furtherance of its announcement of March 18, 2016, that its lender, Canadian Western Bank (CWB), has made a demand on Terra, as debtor, and each of its Guarantors for payment in full of Terra's outstanding indebtedness plus accrued interest, costs and fees and that CWB provided Terra and each of its Guarantors with a Notice of Intention to Enforce Security under section 244(2) of the Bankruptcy and Insolvency Act (Canada), on March 21 disclosed that Terra and each of its Guarantors has consented to the enforcement by CWB, as secured lender to Terra of CWB's security pursuant to section 244(2) of the Bankruptcy and Insolvency Act (Canada). Terra in furtherance of its announcement of March 18, 2016, that it has undertaken a process of shutting-in all of its operated/licensed wells and facilities in order to secure and enhance the safety of its operations, announces that all of its operated/licensed wells and facilities have now been shut-in in Alberta and British Columbia and that Terra has now terminated certain officers of the Company and all of its remaining non-executive employees. Terra has notified its lender, Canadian Western Bank, and both the Alberta Energy Regulator and the British Columbia Oil and Gas Commission of the shutting-in by Terra of its operated/licensed wells and facilities in both Alberta and British Columbia and that Terra no longer has the financial capability to carry on its operations. The cost of operations, including processing and transportation of commodities, field labor and production costs, royalties, and administrative expenses, exceed gross revenues at current commodity pricing levels. The Company's lender has declined to provide further financial support to Terra and there is no other means of financing available to the Company at this time. As such, Terra no longer has the financial capability to carry on its operations. The Company has been actively engaged, with financial advisors, in an asset sales and restructuring process since September of 2015 to monetize any or all assets and shares of the Company and to reorganize and restructure the Company. Since commencement of the asset sales and restructuring process began, proceeds from completed transactions of approximately $12 million, have been utilized to reduce the Company's indebtedness but the asset sales process has been insufficient to satisfy all the liabilities of the Company. The Company's asset sales process has also been hampered in Alberta due to the Company having a LMR rating below one. Attempts by the Company to reorganize or restructure the Company have also been unsuccessful. The directors have determined that Terra's business is no longer viable, that Terra's realizable asset value is less than its current debt, that in the present economic environment and in Terra's present circumstances with its current asset base, Terra cannot refinance or recapitalize its operations, that Terra no longer has the financial capability to carry on its operations and that no further business can be conducted by Terra. As result, Terra disclosed that the directors and officers of Terra have resigned. Headquartered in Calgary, Canada, Terra Energy Corp. -- http://www.terraenergy.ca-- is a junior oil and gas exploration development and production company engaged in the exploration for, and development and production of, natural gas and oil in Western Canada. Its operates through two segments: the conventional operations, which make up almost all of Terra's production, and the Montney resource play in northeastern British Columbia, where Terra owns a dominant land position in both the unconventional Montney gas and gas liquids and the nascent unconventional Montney condensate and shale oil play. Production from Alberta accounts for most of Terra Energy's oil and natural gas liquids (NGL) content. Cecil and North Boundary made up the bulk of the Company's oil production while most of the NGL's were produced in Worsely. Key producing regions in British Columbia include Stoddart, Sunrise, Boudreau, Tower and Wilder. THEA BOWMAN: S&P Puts Bonds' 'B-' Rating on CreditWatch Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B-' rating on the Indiana Finance Authority's educational facilities revenue bonds, issued on behalf of the Drexel Foundation for Educational Excellence for the benefit of Thea Bowman Leadership Academy (TBLA) on CreditWatch with negative implications. "The CreditWatch negative reflects our view of the school's impending charter expiration as of June 30, 2016, and nonrenewal from its authorizer, Ball State University," said Standard & Poor's credit analyst Ashley Ramchandani. Management reports that it is seeking an alternative charter arrangement, and has applied for authorization from the Indiana Charter School Board. S&P understands that management anticipates final notification regarding new charter authorization within the next 30 days. Currently, a lower rating is precluded by the potential for TBLA to secure an alternative charter, despite the current non-renewal. Failure to secure a new charter or to make debt service payments within the next 90 days could result in a downgrade, potentially by multiple notches. Furthermore, if the school's coverage weakens below covenant levels, such that bondholders accelerate the debt, the rating would likely face further downward pressure. "We could also consider further negative rating actions if enrollment weakens such that operating margins deteriorate or liquidity weakens from current levels," said Ms. Ramchandani. A revision to a stable outlook would require a longer term resolution of the school's charter status and stabilization of key credit factors, including enrollment, management, and governance, as well as strengthened operations. USA DISCOUNTERS: Needs Until June 20 to File Ch. 11 Plan -------------------------------------------------------- USA Discounters, Ltd., et al., filed the second motion asking the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period through and including June 20, 2016, and their exclusive solicitation period through and including August 18, 2016. According to the Debtors' counsel, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, USA Discounters is the subject of ongoing investigations undertaken by various state attorney general offices, a large number of which have organized a multi-state group to conduct discovery and engage in discussions with the Debtors. In addition, Colorado regulators have initiated litigation in Colorado in lieu of participating in the multi-state investigation. Ms. Jones says USA Discounters is cooperating with these investigations, including by responding to document production requests and by making available for depositions certain of its current and former officers and employees. The Debtors and their retained professionals are engaged in ongoing discussions with the attorneys general. Indeed, as a show of good faith, the Debtors voluntarily agreed to an extension of the deadline for filing proofs of claims in these Cases for all attorneys general, Ms. Jones points out. Ms. Jones tells the Court that the Debtors have drafted a Chapter 11 plan and disclosure statement, and copies of the draft plan have been furnished to and reviewed by the Prepetition Agent and the Committee. On January 15, 2016, representatives of the Debtors, the Committee, and the secured lenders participated in in-person meetings regarding the draft chapter 11 plan and related settlements. The Debtors have spent significant time negotiating and refining the terms of their draft plan, but resolution of the ongoing governmental investigations remains a key threshold issue for the successful prosecution of a plan in these Cases, Ms. Jones adds. Any response or objection to the Extension Motion must be filed on or before April 8. A final hearing to consider approval of the Extension Motion will be held on April 26. The Debtors are also represented by James E. O'Neill, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., Whitman L. Holt, Esq., and Sasha M. Gurvitz, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. About USA Discounters USA Discounters was founded in May 1991. in the City of Norfolk, Virginia, under the name USA Furniture Discounters, Ltd. It sold goods through two groups of stores -- one group of specialty retail stores operating under the "USA Living" brand, typically in standalone locations, and seven additional retail stores operating under the "Fletcher's Jewelers" brand, typically in major shopping malls. USA Discounters, Ltd., and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on Aug. 24, 2015, to wind down the business. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson Consultants, LLC, as claims and noticing agent. USA Discounters Ltd. disclosed total assets of $97,490,455 plus an undetermined amount and total liabilities of $63,011,206 plus an undetermined amount. The Official Committee of Unsecured Creditors is represented by Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc., serves as its financial advisor. VALEANT PHARMA: Struggles Could Lead Company to Crumble ------------------------------------------------------- Robert Cyran, writing for The New York Times' DealBook, reported that Valeant Pharmaceuticals International's fractured board of directors and its $30 billion of debt could lead the company to crumble. According to the DealBook, the struggling drug maker has uncovered accounting impropriety, it said on March 21. It is replacing its chief executive, J. Michael Pearson, but Howard B. Schiller, the company's former chief financial officer, has refused to quit as a director, the DealBook related. The investor William A. Ackman will join Valeant's board, the DealBook added. His hedge fund, Pershing Square Capital Management, which owns about 9 percent of Valeant's stock, now has two directors, the DealBook noted. Another activist hedge fund, ValueAct Capital, also has a nominee on the board. The DealBook noted that Valeant's indebtedness stems from the serial acquisition of sometimes mediocre assets at inflated prices, partly in a quest by senior executives to achieve aggressive targets -- at any cost, it now seems. If anything, Valeant will have to sell assets to reduce debt, the DealBook said. Sam Goldfarb and Mike Cherney, writing for Dow Jones' Daily Bankruptcy Review, reported that after stock investors drove down its share price last week, Valeant now finds its fate in the hands of its debtholders. The DBR report related that Valeant said it would begin talks with its loan investors, as it faces a potential default on its debt if it can't file its 2015 annual report, or 10-K, by late April. People familiar with the matter told DBR that conversations through bankers have already begun, as Valeant tries to persuade lenders to give it more time before they can demand early repayment. About Valeant Pharmaceuticals Laval, Quebec-based Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) -- http://www.valeant.com/-- is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorder, eye health, neurology and branded generics. Valeant on March March 15 issued a press release announcing preliminary unaudited financial results for the fourth quarter ended December 31, 2015. Valeant said the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2015, will be delayed pending completion of the Company's ongoing review of certain historical financial statements. The Company is working diligently and intends to file the Form 10-K as promptly as reasonably practicable. * * * The Troubled Company Reporter, on March 21, 2016, reported that Standard & Poor's Ratings Services placed its ratings on Valeant Pharmaceuticals International Inc., including the 'B+' corporate credit rating, the 'BB' rating on the senior secured debt, and the 'B-' rating on the senior unsecured debt, on CreditWatch with negative implications. The recovery rating on the secured debt is '1' reflecting S&P's expectation for very high (90%-100%) recovery on that debt in the event of a default. The recovery rating on the unsecured debt is '6' reflecting S&P's expectation for negligible (0%-10%) recovery on that debt in the event of a default. The TCR, on March 17, 2016, reported that Moody's Investors Service downgraded the ratings of Valeant Pharmaceuticals International, Inc. and subsidiaries, including the Corporate Family Rating to B1 from Ba3, the Probability of Default Rating to B1-PD from Ba3-PD, the senior secured rating to Ba2 (LGD2) from Ba1 (LGD2) and the senior unsecured rating to B2 (LGD5) from B1 (LGD5). These ratings remain under review for further downgrade, continuing a rating review initiated on Feb. 29, 2016. Moody's also lowered the Speculative Grade Liquidity Rating to SGL-3 from SGL-2. VANGUARD NATURAL: Moody's Cuts Corporate Family Rating to 'Caa3' ---------------------------------------------------------------- Moody's Investors Service, downgraded Vanguard Natural Resources, LLC's Corporate Family Rating (CFR) to Caa3 from B3, Probability of Default Rating to Caa3-PD from B3-PD and the ratings on its senior unsecured notes to Ca from Caa2. The Speculative Grade Liquidity Rating remains SGL-4. This concludes the ratings review commenced January 21, 2016. The rating outlook is negative. "The downgrade of Vanguard's ratings reflects our expectations that the company's credit metrics will deteriorate in 2017 and that it will have weak liquidity throughout 2016, despite generating positive free cash flow stated James Wilkins, a Moody's Vice President - Senior Analyst." The following summarizes the ratings activity. Issuer: Vanguard Natural Resources, LLC Ratings Downgraded: -- Corporate Family Rating, Caa3 from B3 -- Probability of Default Rating, Caa3-PD from B3-PD -- Senior Unsecured Notes, Ca (LGD6) from Caa2 (LGD5) Ratings affirmed: -- Speculative Grade Liquidity Rating, SGL-4 Outlook - Negative RATINGS RATIONALE "Vanguard's Caa3 CFR reflects its weak liquidity, high leverage and our expectation that its credit metrics will deteriorate in 2017, even if it is successful in selling its SCOOP/STACK assets, due to weak commodity prices and a decline in hedged volumes from 2016 to 2017. The company benefits from having a significant portion of its production hedged such that we expect it to produce positive free cash flow in 2016 and 2017, but free cash flow will not be sufficient to meaningfully reduce leverage. Natural gas, which accounted for 64% of fourth quarter 2015 production, is 78% hedged for 2016 at a weighted average price of approximately $4.15 per mmBtu, but only 49% hedged for 2017 at a weighted average price of approximately $3.84 per mmBtu. Moody's expects the company's retained cash flow to debt will be above 10% in 2016 and around 6%-8% in 2017, assuming it successfully sells its SCOOP/STACK assets. To address its need for cash, the company is in the process of selling its SCOOP/STACK assets, but has yet to announce a sales agreement. We expect the asset sale will improve the company's liquidity, but will not result in a meaningful improvement in credit metrics. The company had $2.3 billion of balance sheet debt as of year-end 2015 and interest expense per Mcfe was $0.61 in the fourth quarter 2015, which is high at current low natural gas prices." The SGL-4 Speculative Grade Liquidity Rating reflects Vanguard's weak liquidity. The company had borrowings of $1.69 billion and availability of $107.5 million as of 31 December 2015 under its revolving credit facility. The borrowing base was $1.8 billion following the fall redetermination and closing of the Eagle Rock Energy Partners and LRR Energy acquisitions. Moody's expects the revolver's borrowing base will be reduced during the Spring 2016 redetermination, potentially to a level below outstanding borrowings such that the company would have no available borrowing capacity and would have to repay the deficiency to reduce borrowings to the new borrowing base level. The company is required to repay any deficiency in six equal monthly payments. "We expect the asset sale will allow it to reduce revolver borrowings sufficiently to remain in compliance with its credit agreement terms." However, even with the sale of assets, elimination of distributions and generation of positive free cash flow in 2016, the company expects its liquidity to remain low throughout 2016. The company's revolving credit facility, which matures on 16 April 2018, has two financial covenants -- a secured debt to EBITDA ratio of no more than 5.25x in 2016 and 4.5x starting in 2017 and beyond (4.28x actual as of 31 December 2015, before its latest acquisitions), as well as a current ratio of no less than 1.0x (1.12x actual as of 31 December 2015). The company will be challenged to maintain compliance with the covenants if the low commodity prices persist. The negative outlook reflects Vanguard's weak liquidity and the low commodity price environment. A rating downgrade is likely if Vanguard's liquidity deteriorates further or retained cash flow to debt falls below 5%. A move to a stable outlook or positive rating action could be considered if Vanguard improves its liquidity such that Moody's expects it to have adequate liquidity for the next 12-18 months, the company materially reduces debt and it is capable of generating positive free cash flow without the benefit of hedges. Vanguard Natural Resources, LLC is an independent exploration and production company headquartered in Houston, Texas. VARIANT HOLDING: Greenberg Traurig Okayed as Transactional Counsel ------------------------------------------------------------------ The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized debtor subsidiaries of Variant Holding Company, LLC, et al., to employ Greenberg Traurig LLP as special transactional counsel. GT was previously retained by Variant as special litigation counsel in connection with litigation commenced by BPC VHI, L.P., Beach Point Total Return Master Fund, L.P., Beach Point Distressed Master Fund, L.P. in the Superior Court of the State of California for the County of Los Angeles, captioned BPC VHI, L.P., et al v. Variant Holding Company, LLC, et al., Case No. BC 546153. The State Court Action was dismissed pursuant to the settlement with the Beach Point Funds as set forth in the Beach Point Settlement Agreement approved through the order entered on Nov. 3, 2014. GT, as special transactional counsel for the Subsidiary Debtors, will perform services relating to the sales of certain of the properties, including, but not limited to, drafting purchase and sale agreements for the sales of the then non-debtor subsidiaries, certain of which have already been sold and closed (i.e., the sales of the three properties in Las Vegas in the amount of $40 million) on March 26, 2015, following the Court's approval. GT will coordinate its services with the Subsidiary Debtors' general bankruptcy counsel at Pachulski Stang Ziehl & Jones LLP in a manner that will benefit the estates and avoid any duplication of effort. GT's hourly rates are: a. Shareholders $200 - $1,235 b. Of Counsel $310 - $1,250 c. Associates $100 - $765 d. Paralegals $85 - $410 To the best of the Debtors' knowledge, GT does not hold an interest adverse to the estate with respect to the subject matter of its retention. GT intends to make reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the 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 effective as of Nov. 1, 2013. About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel and UpShot Services LLC as claims and noticing agent. VARIANT HOLDING: Seeks to Extend Removal Period to July 11 ---------------------------------------------------------- Variant Holding Company, LLC, and its debtor subsidiaries ask the U.S. Bankruptcy Court for the District of Delaware to further enlarge the period within which they may remove actions through and including July 11, 2016, without prejudice to their right to seek additional extensions. The current extended deadline for the Removal Period as to Variant is March 22, 2016. The current deadline for the Removal Period as to the Subsidiary Debtors is April 11, 2016. Richard M. Pachulski, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware -- rpachulski@pszjlaw.com -- says that the extension requested applies to both Variant and the Subsidiary Debtors to avoid having to track two separate deadlines for the Removal Period. The Debtors believe the extension requested will provide them with sufficient time to make well informed decisions concerning the removal of any actions and will ensure that their rights provided by Section 1452 of the Judiciary and Judicial Procedure can be exercised in an appropriate manner. About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel and UpShot Services LLC as claims and noticing agent. VENOCO INC: Files Chapter 11 Petition to Facilitate Restructuring ----------------------------------------------------------------- Venoco, Inc. on March 18 disclosed that it has reached an agreement with its senior lenders to reduce the company's debt load and restructure the balance sheet. Under the terms of the agreement, these lenders have agreed to support a restructuring transaction that will eliminate approximately $1 billion of debt from Venoco's balance sheet and position the company for long-term success. To facilitate this financial restructuring, Venoco on March 18 has filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. "[Fri]day's announcement represents another significant step in our ongoing efforts to address the challenges before us and position the company for long-term success," said Mark DePuy, Venoco's CEO. "After carefully evaluating our options, we have determined that the agreement to restructure our balance sheet and reduce our debt represents the best way to strengthen our finances and position ourselves for the future." "While we continue to be in a strong cash position, the declining price of oil and the ongoing closure of Plains All American pipeline 901 continue to be serious problems. With this agreement, Venoco will be in a much stronger position to withstand these challenges and others that may follow," Mr. DePuy continued. "Both during and after this process, Venoco will maintain the same commitment to safety, environmental protection and the communities in which we operate. Venoco is and continues to be a remarkable company with award winning operations, excellent employees, and robust energy-producing assets." The company has sufficient liquidity to continue its normal oil and gas activities and meet its ongoing financial and regulatory obligations. Upon approval by the Bankruptcy Court and satisfaction of customary conditions, the company's existing liquidity and generated cash from ongoing operations will be used to support the company during the restructuring process. Venoco founder Tim Marquez will remain Executive Chairman during the restructuring process. The company's senior lenders have retained him to provide leadership and strategic counsel to the company after the company emerges from restructuring. "I truly love the company we built in and around Santa Barbara County and its community," said Mr. Marquez. "It is the employees of Venoco that live in and contribute to the community that make Venoco a great company. It is unfortunate that a third party pipeline spill has impacted Venoco, but this process will make it stronger and ensure its continued contributions to the Santa Barbara County community. This process will significantly strengthen the financial wherewithal of an already great operational Company. I am especially proud that Venoco, directly and indirectly, has donated close to $150,000,000 to communities where it does business. I look forward to being a part of its success going forward." Venoco, Inc. -- http://www.venocoinc.com-- is an independent energy company primarily focused on the acquisition, exploration and development of oil and natural gas properties. VENOCO INC: Wants to Pay $250,000 Critical Vendor Claims -------------------------------------------------------- Venoco, Inc., and its debtor affiliates seek permission from the Bankruptcy Court to pay prepetition claims of certain critical vendors and service providers in an aggregate amount not to exceed $250,000. The Debtors intend to condition those payments on an agreement by the relevant Critical Vendor that it will continue to provide services to them on a go-forward basis on favorable terms. "The Debtors strongly believe that the uninterrupted provision of services on Customary Trade Terms is imperative to [their] ongoing operations and viability..." said Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnel LLP, attorney for the Debtors. "The cessation of Critical Vendors' services would not only negatively impact the Debtors financially, it would also compromise the Debtors' safe operations," she maintained. The Critical Vendors' services to the Debtors include, but are not limited to, energy and production consultation services, environmental and emergency spill response services, and services that ensure the safe operation of the Debtors' wells. According to the Debtors, while they hope and expect to be able to ensure a continuing post-petition provision of services through consensual negotiation with the Critical Vendors, they recognize that their fiduciary duties bind them to consider and plan for vendors that refuse to provide future services unless their prepetition claims are paid. The Debtors said they have identified those parties that they believe are Critical Vendors and will provide the United States Trustee, the agent for the Debtors' proposed debtor-in-possession credit facility, and any statutorily appointed committee with a list of proposed Critical Vendors, which list shall be maintained by these parties on a confidential basis. However, to minimize the amount of payments required, the Debtors request authority to not publicly identify Critical Vendors because identifying the Critical Vendors now would likely cause all those providers to demand payment in full. About Venoco Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation, TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy South Texas, L.P. are independent energy companies primarily focused on the acquisition, exploration, production and development of oil and gas properties in California. As of the Petition Date, the Debtors held interests in approximately 72,053 net acres in California, of which 48,836 are developed. Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. Scott M. Pinsonnault signed the petition as chief financial officer and chief restructuring officer. The Debtors estimated assets in the range of $100 million to $500 million and debts in the range of $500 million to $1 billion. The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and Bracewell LLP as counsel; PJT Partners LP as financial advisor; Deloitte LLP as restructuring advisor; Ernst & Young LLP as independent auditor and tax advisor; and BMC Group, Inc. as notice, claims and balloting agent. Hon. Kevin Gross has been assigned the cases. VERITEQ CORP: Incurs $12.1 Million Net Loss in Third Quarter ------------------------------------------------------------ Veriteq Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $12.09 million on $4,000 of sales for the three months ended Sept. 30, 2015, compared to a net loss of $893,000 on $44,000 of sales for the same period in 2014. For the nine months ended Sept. 30, 2015, the Company reported a net loss of $17.70 million on $287,000 of sales compared to a net loss of $1.82 million on $139,000 of sales for the nine months ended Sept. 30, 2014. As of Sept. 30, 2015, the Company had $1.08 million in total assets, $18.56 million in total liabilities, $1.84 million in series D preferred stock, and a $19.33 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/4DziMc About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq reported a net loss of $3.91 million on $151,000 of sales for the year ended Dec. 31, 2014, compared to a net loss of $18.2 million on $18,000 of sales for the year ended Dec. 31, 2013. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring net losses, and at Dec. 31, 2014, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. WHISKEY ONE: Court Denies FAIRMD's Bid to Strike DIP Line --------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland, Northern Division, entered an order holding that to the extent Whiskey One Eight, LLC's second line supplementing its motion seeking authority to obtain DIP financing seeks relief, any and all relief is denied without prejudice to the right of the Debtor to assert any of the rights, claims, or defenses asserted by other means. Judge Rice also ordered that FAIRMD, LLC's the Motion to Strike Second Line Supplementing Motion is denied without prejudice to the right of FAIRMD to assert any of the rights, claims, or defenses by other means. The dispute involves the Debtor's Second Line, which informed the Court that after entry of the the Interim DIP Order, the Debtor was not able to complete the proposed financing transaction with Forman Capital, LLC, as approved by the court. As a result, the Debtor negotiated an alternate financing transaction with Gibraltar Capital and Asset Management, LLC. Judge Rice opined that the Line is not a procedural means by which the Debtor may obtain any relief from the Court contrary to FAIRMD's suggestion that the Line implies relief perhaps available to, or that might be sought by, the debtor in the future. Although the Court notes that the Debtor states in the Line that: the terms of the Gibraltar financing transaction "are similar and, in some instances, superior to the terms approved by the Court," it "will seek entry of a final order authorizing the Debtor to obtain its postpetition financing," and "it is not necessary for it to obtain interim approval of Gibraltar as DIP lender," these things are not matters that the Court can decide at this time as these are merely informational as the Debtor asserts in its Opposition. The Debtor, in response to FAIRMD's objection, stated that FAIRMD simply inquired rather than file the Motion to Strike based on inaccurate factual speculation, the Debtor would have confirmed for them that the Debtor paid the required deposit to Gibraltar on Feb. 19, 2016, and that Gibraltar's due diligence has been proceeding apace since even before that date. Whiskey One Eight, LLC is represented by: Lawrence J. Yumkas, Esq. Corinne E. Donohue, Esq. YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC 10211 Wincopin Circle, Suite 500 Columbia, Maryland 21044 Telephone: (443) 569-0758 Email: lyumkas@yvslaw.com cdonohue@yvslaw.com About Whiskey One Whiskey One Eight, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois signed the petition as managing member. The Debtor disclosed total assets of $18,008,600 and total liabilities of $5,100,057 as of the Chapter 11 filing. Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as the Debtor's counsel. Judge David E. Rice presides over the case. The Debtor, on Feb. 10, 2016, filed with the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, a plan of reorganization, which impairs all general unsecured claims. A full-text copy of the Plan is available at http://bankrupt.com/misc/WOEplan0210.pdf ZUCKER GOLDBERG: Examiner Retains Cole Schotz as Counsel -------------------------------------------------------- Donald H. Steckroth, examiner for Zucker, Goldberg & Ackerman, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey for permission to retain Cole Schotz P.C. as his counsel. Cole Schotz will, among other things: a) take all necessary actions to assist and advise the examiner with respect to the discharge of his duties and responsibilities under the examiner order; b) assist the examiner in preparing pleadings and applications as may be necessary in the discharge of the examiner's duties; and c) represent the examiner at all hearings and other proceedings before the Court. Cole Schotz will maintain detailed, contemporaneous time records and will request reimbursement for actual and necessary expenses incurred. The current hourly rates of Cole Schotz members, associates and paralegals are: Members $425 - $850 Special Counsel $410 - $520 Associates $195 - $450 Paralegals $165 - $270 Litigation Support Specialists $275 - $375 To the best of the examiner's knowledge, Cole Schotz is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald H. Steckroth, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, NJ 07602-800 Tel: (201) 489-3000 Fax: (201) 489-1536 E-mail: fyudkin@coleschotz.com dsteckroth@coleschotz.com About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg & Ackerman, LLC, was primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. On Aug. 17, 2015, an Official Committee of Unsecured Creditors was appointed by the Office of the United States Trustee. The Committee on Oct. 15, 2015, won approval to retain McCarter & English, LLP ("McCarter") to serve as Committee counsel, effective as Aug. 14, 2015. [*] Foreign Central Banks Sold $57.2B in U.S. Debt in January ------------------------------------------------------------- "Foreign governments are dumping U.S. debt like never before," says Matt Egan, writing for CNN Money. The report says foreign central banks and government institutions sold $57.2 billion of U.S. Treasury debt and other notes in January -- up from $48 billion in December and the highest monthly tally on record going back to 1978 -- in an effort to raise funds to stimulate their own economies amid the global growth slowdown and drop in oil prices. This is part of a broader trend that gathered steam last year when central banks sold a record $225 billion of U.S. debt, CNN says. A copy of the report is available at http://is.gd/sahx4s CNN cited figures released by the U.S. Treasury Department on March 15. [*] Moody's Says HY Investors Demands Protection as Market Tightens ------------------------------------------------------------------- Signs are emerging that investors in the market for speculative-grade debt want better covenant protection as financing conditions become tighter, said Moody's Investors Service. Two high-yield bonds sales in February were only completed after the issuers tightened the covenants significantly, more evidence that the market has reached a turning point, according to the report "North American High-Yield Bond Covenants: Investors Push Back on Bond Covenants as High-Yield Market Tightens." Both The Manitowoc Company (B2 stable) and Solera, LLC (B2 stable) had to substantially improve the protections they were offering investors in order to sell their bonds. "This is an early sign that, as the high-yield credit market tightens, emboldened investors can demand and receive better covenant protections from lower-rated issuers," said Danny Gao, an Associate Analyst at Moody's. Moody's scores high-yield bond covenants on a scale of 1.0 to 5.0, with 1.0 denoting the strongest protections and 5.0 the weakest. Manitowoc's original documents had an overall covenant quality score of 3.12, but the score improved to 2.02 after the company reworked the bonds in response to investor demands. Similarly, Solera was forced to adjust its bonds, raising its covenant score to 3.52 from 4.24. Both companies had to shrink their so-called baskets and use more conservative fixed-dollar caps, limiting their ability to incur additional debt, leak cash and make risky investments. The companies also agreed to cap cost savings add-backs to their EBITDA calculations, lessening their ability to manipulate ratio calculations. [*] Moody's Says Speculative-Grade Chemical Firms to Face Challenge ------------------------------------------------------------------- Deteriorating conditions in the speculative-grade debt market are likely to increase refinancing risk for US speculative grade chemical companies, prompting some issuers to restructure their debt, says Moody's Investors Service. Almost half of the more than 100 rated North American chemical companies, carrying combined debt of about $42 billion, are rated in the B- and Caa-categories. The group has grown significantly in recent years as larger companies have divested businesses and private-equity sponsors increased their participation in the industry. Liquidity for rated chemical companies has weakened since July 2015, when Moody's last published the refinancing risk report on the sector. Chemical companies have been hit by weaker demand from the oil and commodity industries, factors that contributed to the revision of the sector outlook to negative from stable, while at the same time market conditions for speculative-grade debt have weakened. "Recent issuance and overall market trends suggest it will be more difficult than previously anticipated for some speculative grade chemical companies to secure financing at affordable levels," said Ben Nelson, a Vice President and Senior Analyst at Moody's. A total of seven B-rated chemical companies and two Caa-rated chemical companies have combined debt of about $5 billion maturing in 2017 and 2018. The credit profiles of most of them have deteriorated since their initial ratings, according to the report "U.S. Chemical Industry: Refinancing Risk Intensifying for Select High-Yield Chemical Companies." American Gilsonite (Caa2, negative) and Hexion (Caa1, negative) both have meaningful debt maturities in 2017. Moody's expects that both will try to restructure their debt in the near term. PQ Corporation is also becoming more vulnerable (B3 stable). The company has maturities in 2017 and has not completed the merger with Eco Services it said it planned to close in the fourth quarter of 2015. "While we do have some concerns, the majority of B-rated chemical companies do not face debt maturities until after 2018, a consequence of significant refinancing activity up through the first half of 2015," added Nelson. [*] Temporary Bankruptcy Judgeships Urged to Be Made Permanent -------------------------------------------------------------- The Judicial Conference of the United States March 15 authorized the Director of the Administrative Office of the United States Courts to seek legislation to preserve temporary bankruptcy judgeships that will lapse on May 25, 2017, Diane Davis, writing for Bloomberg Brief, reported. These judgeships are included in the March 2015 bankruptcy judgeship recommendations the Judicial Conference transmitted to Congress in its annual report, according to the report. The Judicial Conference, which consists of a 26-member policy-making body for the federal court system, wants to convert 16 temporary bankruptcy judgeships to permanent judgeships in nine districts that have high caseloads, the report related. These districts have a 55 percent increase in weighted bankruptcy filings from Dec. 31, 2006 -- the last time new bankruptcy judgeships were authorized -- until Sept. 30, 2014, the report further related. If legislative action isn't taken, the first bankruptcy judge vacancy that occurs in each of the nine districts after May 25, 2017, won't be filled, the Judicial Conference said, the report added. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ --------- ------- ABSOLUTE SOFTWRE ABT2EUR EU 108.3 (42.6) (41.9) ABSOLUTE SOFTWRE ALSWF US 108.3 (42.6) (41.9) ABSOLUTE SOFTWRE ABT CN 108.3 (42.6) (41.9) ABSOLUTE SOFTWRE OU1 GR 108.3 (42.6) (41.9) ADV MICRO DEVICE AMD* MM 3,109.0 (412.0) 917.0 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY GCY GR 2,034.9 (145.5) 108.5 AEROJET ROCKETDY GCY TH 2,034.9 (145.5) 108.5 AEROJET ROCKETDY AJRD US 2,034.9 (145.5) 108.5 AK STEEL HLDG AKS US 4,084.4 (595.6) 763.6 AK STEEL HLDG AKS* MM 4,084.4 (595.6) 763.6 AK STEEL HLDG AK2 TH 4,084.4 (595.6) 763.6 AK STEEL HLDG AK2 GR 4,084.4 (595.6) 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 ANGI US 174.9 (2.4) (21.3) ANGIE'S LIST INC 8AL TH 174.9 (2.4) (21.3) ANGIE'S LIST INC 8AL GR 174.9 (2.4) (21.3) ARCH COAL INC ACIIQ* MM 5,106.7 (1,244.3) (4,361.0) ARIAD PHARM ARIAEUR EU 546.7 (103.1) 142.9 ARIAD PHARM APS TH 546.7 (103.1) 142.9 ARIAD PHARM APS GR 546.7 (103.1) 142.9 ARIAD PHARM ARIACHF EU 546.7 (103.1) 142.9 ARIAD PHARM ARIA US 546.7 (103.1) 142.9 ARIAD PHARM ARIA SW 546.7 (103.1) 142.9 ASPEN TECHNOLOGY AST GR 276.4 (22.2) (4.4) ASPEN TECHNOLOGY AZPN US 276.4 (22.2) (4.4) AUTOZONE INC AZ5 GR 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZ5 QT 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZ5 TH 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZOEUR EU 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZO US 8,366.4 (1,741.3) (784.8) AVID TECHNOLOGY AVD GR 247.9 (329.6) (167.5) AVID TECHNOLOGY AVID US 247.9 (329.6) (167.5) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 AVON - BDR AVON34 BZ 3,879.5 (1,056.4) 146.0 AVON PRODUCTS AVP QT 3,879.5 (1,056.4) 146.0 AVON PRODUCTS AVP GR 3,879.5 (1,056.4) 146.0 AVON PRODUCTS AVP* MM 3,879.5 (1,056.4) 146.0 AVON PRODUCTS AVP TH 3,879.5 (1,056.4) 146.0 AVON PRODUCTS AVP CI 3,879.5 (1,056.4) 146.0 AVON PRODUCTS AVP US 3,879.5 (1,056.4) 146.0 BARRACUDA NETWOR 7BM GR 429.9 (30.5) (27.7) BARRACUDA NETWOR CUDAEUR EU 429.9 (30.5) (27.7) BARRACUDA NETWOR CUDA US 429.9 (30.5) (27.7) BARRACUDA NETWOR 7BM QT 429.9 (30.5) (27.7) BENEFITFOCUS INC BNFT US 182.1 (18.0) 18.4 BENEFITFOCUS INC BTF GR 182.1 (18.0) 18.4 BERRY PLASTICS G BP0 GR 7,710.0 (67.0) 646.0 BERRY PLASTICS G BERY US 7,710.0 (67.0) 646.0 BLUE BIRD CORP 1291067D US 251.0 (121.5) 1.5 BLUE BIRD CORP BLBD US 251.0 (121.5) 1.5 BOMBARDIER INC-B BBDBN MM 22,903.0 (4,054.0) 282.0 BOMBARDIER-B OLD BBDYB BB 22,903.0 (4,054.0) 282.0 BOMBARDIER-B W/I BBD/W CN 22,903.0 (4,054.0) 282.0 BRINKER INTL BKJ GR 1,579.9 (164.9) (195.1) BRINKER INTL EAT US 1,579.9 (164.9) (195.1) BRP INC/CA-SUB V DOO CN 2,445.2 (14.1) 363.3 BRP INC/CA-SUB V BRPIF US 2,445.2 (14.1) 363.3 BRP INC/CA-SUB V B15A GR 2,445.2 (14.1) 363.3 BUFFALO COAL COR BUC SJ 54.9 (10.1) (4.5) BURLINGTON STORE BURL US 2,580.1 (99.0) 46.4 BURLINGTON STORE BUI GR 2,580.1 (99.0) 46.4 CABLEVISION SY-A CVCEUR EU 6,867.3 (4,911.6) (313.1) CABLEVISION SY-A CVY TH 6,867.3 (4,911.6) (313.1) CABLEVISION SY-A CVY GR 6,867.3 (4,911.6) (313.1) CABLEVISION SY-A CVC US 6,867.3 (4,911.6) (313.1) CABLEVISION-W/I 8441293Q US 6,867.3 (4,911.6) (313.1) CABLEVISION-W/I CVC-W US 6,867.3 (4,911.6) (313.1) CAMBIUM LEARNING ABCD US 141.4 (74.2) (54.9) CASELLA WASTE CWST US 649.9 (21.6) (8.7) CASELLA WASTE WA3 GR 649.9 (21.6) (8.7) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHARTER COM-A CKZA TH 39,316.0 (46.0) (1,627.0) CHARTER COM-A CKZA GR 39,316.0 (46.0) (1,627.0) CHARTER COM-A CHTR US 39,316.0 (46.0) (1,627.0) CHOICE HOTELS CZH GR 717.0 (395.9) 102.9 CHOICE HOTELS CHH US 717.0 (395.9) 102.9 CINCINNATI BELL CBB US 1,454.4 (298.2) (58.8) CINCINNATI BELL CIB GR 1,454.4 (298.2) (58.8) CLEAR CHANNEL-A CCO US 6,357.2 (569.7) 656.6 CLEAR CHANNEL-A C7C GR 6,357.2 (569.7) 656.6 CLIFFS NATURAL R CLF* MM 2,135.5 (1,811.6) 401.0 CLIFFS NATURAL R CLF US 2,135.5 (1,811.6) 401.0 COGENT COMMUNICA CCOI US 662.8 (12.3) 182.4 COGENT COMMUNICA OGM1 GR 662.8 (12.3) 182.4 COHERUS BIOSCIEN 8C5 TH 212.4 (6.9) 91.4 COHERUS BIOSCIEN CHRSEUR EU 212.4 (6.9) 91.4 COHERUS BIOSCIEN 8C5 GR 212.4 (6.9) 91.4 COHERUS BIOSCIEN CHRS US 212.4 (6.9) 91.4 COLGATE-BDR COLG34 BZ 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CPA QT 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CLEUR EU 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CPA GR 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CPA TH 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CLCHF EU 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CL US 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CL* MM 11,958.0 (44.0) 850.0 COLGATE-PALMOLIV CL SW 11,958.0 (44.0) 850.0 COMMUNICATION CSAL US 2,542.6 (1,166.9) - COMMUNICATION 8XC GR 2,542.6 (1,166.9) - CPI CARD GROUP I PNT CN 280.4 (86.6) 59.0 CPI CARD GROUP I CPB GR 280.4 (86.6) 59.0 CPI CARD GROUP I PMTS US 280.4 (86.6) 59.0 CYAN INC YCN GR 112.1 (18.4) 56.9 CYAN INC CYNI US 112.1 (18.4) 56.9 DELEK LOGISTICS D6L GR 375.3 (11.0) 26.4 DELEK LOGISTICS DKL US 375.3 (11.0) 26.4 DENNY'S CORP DENN US 297.0 (60.6) (65.1) DENNY'S CORP DE8 GR 297.0 (60.6) (65.1) DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA EZV GR 799.8 (1,800.3) 226.7 DOMINO'S PIZZA EZV TH 799.8 (1,800.3) 226.7 DOMINO'S PIZZA DPZ US 799.8 (1,800.3) 226.7 DPL INC DPL US 3,340.8 (62.2) (453.8) DUN & BRADSTREET DNB1EUR EU 2,273.6 (1,105.3) 0.4 DUN & BRADSTREET DB5 GR 2,273.6 (1,105.3) 0.4 DUN & BRADSTREET DB5 TH 2,273.6 (1,105.3) 0.4 DUN & BRADSTREET DNB US 2,273.6 (1,105.3) 0.4 DUNKIN' BRANDS G DNKN US 3,197.1 (220.7) 139.0 DUNKIN' BRANDS G 2DB GR 3,197.1 (220.7) 139.0 DUNKIN' BRANDS G 2DB TH 3,197.1 (220.7) 139.0 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 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENERGIZER HOLDIN ENR US 1,617.5 (32.5) 639.3 ENERGIZER HOLDIN ENR-WEUR EU 1,617.5 (32.5) 639.3 ENERGIZER HOLDIN EGG GR 1,617.5 (32.5) 639.3 EOS PETRO INC EOPT US 1.2 (27.9) (29.0) EPL OIL & GAS IN EPA1 GR 563.6 (933.3) (308.4) EPL OIL & GAS IN EPL US 563.6 (933.3) (308.4) ERIN ENERGY CORP ERN SJ 376.2 (105.8) (314.8) EXELIXIS INC EX9 GR 332.3 (104.3) 126.4 EXELIXIS INC EXELEUR EU 332.3 (104.3) 126.4 EXELIXIS INC EX9 TH 332.3 (104.3) 126.4 EXELIXIS INC EXEL US 332.3 (104.3) 126.4 FAIRPOINT COMMUN FRP US 1,322.5 (1.5) (4.1) FAIRPOINT COMMUN FONN GR 1,322.5 (1.5) (4.1) FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0 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 QT 3,159.0 (3,079.0) 1,264.0 GAMCO INVESTO-A GBL US 104.0 (276.3) - GAMING AND LEISU GLPI US 2,448.2 (253.5) (83.7) GAMING AND LEISU 2GL GR 2,448.2 (253.5) (83.7) GARDA WRLD -CL A GW CN 1,828.2 (378.3) 124.2 GARTNER INC GGRA GR 2,174.7 (132.4) (182.5) GARTNER INC IT US 2,174.7 (132.4) (182.5) GCP APPLIED TECH GCP US 961.6 (224.1) 217.6 GCP APPLIED TECH 43G GR 961.6 (224.1) 217.6 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) GOLD RESERVE INC GDRZF US 15.0 (32.3) (42.5) GOLD RESERVE INC GOD GR 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 GR 2,874.0 (536.7) 631.6 H&R BLOCK INC HRB TH 2,874.0 (536.7) 631.6 H&R BLOCK INC HRB US 2,874.0 (536.7) 631.6 H&R BLOCK INC HRBEUR EU 2,874.0 (536.7) 631.6 HCA HOLDINGS INC HCAEUR EU 32,744.0 (6,046.0) 3,716.0 HCA HOLDINGS INC 2BH GR 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 HCA US 32,744.0 (6,046.0) 3,716.0 HECKMANN CORP-U HEK/U US 531.3 (38.3) (461.5) HERBALIFE LTD HLF US 2,477.9 (53.5) 541.9 HERBALIFE LTD HOO GR 2,477.9 (53.5) 541.9 HERBALIFE LTD HLFEUR EU 2,477.9 (53.5) 541.9 HEWLETT-PACKA-WI HPQ-W US 25,517.0 (4,909.0) (1,606.0) HOVNANIAN-A-WI HOV-W US 2,552.7 (143.1) 1,501.0 HP COMPANY-BDR HPQB34 BZ 25,517.0 (4,909.0) (1,606.0) HP INC HPQCHF EU 25,517.0 (4,909.0) (1,606.0) HP INC 7HP GR 25,517.0 (4,909.0) (1,606.0) HP INC HPQ TE 25,517.0 (4,909.0) (1,606.0) HP INC 7HP TH 25,517.0 (4,909.0) (1,606.0) HP INC HPQ SW 25,517.0 (4,909.0) (1,606.0) HP INC HPQ CI 25,517.0 (4,909.0) (1,606.0) HP INC HPQ US 25,517.0 (4,909.0) (1,606.0) HP INC HPQ* MM 25,517.0 (4,909.0) (1,606.0) HP INC HWP QT 25,517.0 (4,909.0) (1,606.0) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IDEXX LABS IX1 GR 1,475.0 (84.0) (35.1) IDEXX LABS IDXX US 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) 179.3 IMMUNOGEN INC IMU TH 251.6 (16.7) 179.3 IMMUNOGEN INC IMGN US 251.6 (16.7) 179.3 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INNOVIVA INC INVA US 424.1 (342.6) 200.8 INNOVIVA INC HVE GR 424.1 (342.6) 200.8 INSTRUCTURE INC 1IN GR 64.2 (15.3) (15.5) INSTRUCTURE INC INST US 64.2 (15.3) (15.5) INTERNATIONAL WI ITWG US 325.1 (11.5) 95.4 INVENTIV HEALTH VTIV US 2,152.7 (771.1) 124.3 IONIX TECHNOLOGY IINX US 0.0 (0.0) (0.0) 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 1,516.3 (769.0) 91.7 JACK IN THE BOX JACK US 1,273.0 (60.1) (103.2) JACK IN THE BOX JBX GR 1,273.0 (60.1) (103.2) JACK IN THE BOX JACK1EUR EU 1,273.0 (60.1) (103.2) JUST ENERGY GROU 1JE GR 1,274.3 (673.6) (97.6) JUST ENERGY GROU JE CN 1,274.3 (673.6) (97.6) JUST ENERGY GROU JE US 1,274.3 (673.6) (97.6) KEMPHARM INC KMPH US 55.7 (10.1) 45.7 KEMPHARM INC 1GD GR 55.7 (10.1) 45.7 KOPPERS HOLDINGS KO9 GR 1,125.4 (12.4) 163.8 KOPPERS HOLDINGS KOP US 1,125.4 (12.4) 163.8 L BRANDS INC LTD TH 8,493.0 (258.0) 2,281.0 L BRANDS INC LB US 8,493.0 (258.0) 2,281.0 L BRANDS INC LTD QT 8,493.0 (258.0) 2,281.0 L BRANDS INC LBEUR EU 8,493.0 (258.0) 2,281.0 L BRANDS INC LTD GR 8,493.0 (258.0) 2,281.0 L BRANDS INC LB* MM 8,493.0 (258.0) 2,281.0 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 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 911.0 (1,213.9) 103.4 MAJESCOR RESOURC MJXEUR EU 0.0 (0.1) (0.1) MALIBU BOATS-A M05 GR 199.9 (1.4) 13.7 MALIBU BOATS-A MBUU US 199.9 (1.4) 13.7 MANNKIND CORP MNKD IT 126.4 (350.3) (191.7) MARRIOTT INTL-A MAQ TH 6,082.0 (3,590.0) (1,849.0) MARRIOTT INTL-A MAQ QT 6,082.0 (3,590.0) (1,849.0) MARRIOTT INTL-A MAQ GR 6,082.0 (3,590.0) (1,849.0) MARRIOTT INTL-A MAR US 6,082.0 (3,590.0) (1,849.0) MDC COMM-W/I MDZ/W CN 1,590.2 (417.6) (403.9) MDC PARTNERS-A MDZ/A CN 1,590.2 (417.6) (403.9) MDC PARTNERS-A MD7A GR 1,590.2 (417.6) (403.9) MDC PARTNERS-A MDCA US 1,590.2 (417.6) (403.9) MDC PARTNERS-EXC MDZ/N CN 1,590.2 (417.6) (403.9) 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 0MJA GR 3,998.1 (592.5) 1,349.1 MEAD JOHNSON MJN US 3,998.1 (592.5) 1,349.1 MEDLEY MANAGE-A MDLY US 121.5 (17.7) 53.8 MERITOR INC MTOR US 2,050.0 (653.0) 118.0 MERITOR INC AID1 GR 2,050.0 (653.0) 118.0 MERRIMACK PHARMA MP6 GR 234.9 (183.7) 97.6 MERRIMACK PHARMA MACK US 234.9 (183.7) 97.6 MICHAELS COS INC MIM GR 2,023.3 (1,724.1) 594.9 MICHAELS COS INC MIK US 2,023.3 (1,724.1) 594.9 MIDSTATES PETROL MPO1EUR EU 1,298.1 (816.0) 96.2 MONEYGRAM INTERN 9M1N QT 4,505.2 (222.8) (19.0) MONEYGRAM INTERN MGI US 4,505.2 (222.8) (19.0) MOODY'S CORP MCOEUR EU 5,123.4 (333.0) 2,024.6 MOODY'S CORP DUT TH 5,123.4 (333.0) 2,024.6 MOODY'S CORP DUT GR 5,123.4 (333.0) 2,024.6 MOODY'S CORP MCO US 5,123.4 (333.0) 2,024.6 MOTOROLA SOLUTIO MTLA GR 8,387.0 (96.0) 2,389.0 MOTOROLA SOLUTIO MOT TE 8,387.0 (96.0) 2,389.0 MOTOROLA SOLUTIO MTLA TH 8,387.0 (96.0) 2,389.0 MOTOROLA SOLUTIO MSI US 8,387.0 (96.0) 2,389.0 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MSG NETWORKS- A 1M4 GR 911.0 (1,213.9) 103.4 MSG NETWORKS- A 1M4 TH 911.0 (1,213.9) 103.4 MSG NETWORKS- A MSGN US 911.0 (1,213.9) 103.4 NATHANS FAMOUS NFA GR 81.0 (65.2) 57.4 NATHANS FAMOUS NATH US 81.0 (65.2) 57.4 NATIONAL CINEMED XWM GR 1,084.3 (171.7) 84.6 NATIONAL CINEMED NCMI US 1,084.3 (171.7) 84.6 NAVIDEA BIOPHARM NAVB IT 17.5 (51.8) 8.7 NAVISTAR INTL IHR TH 5,980.0 (5,190.0) 139.0 NAVISTAR INTL IHR GR 5,980.0 (5,190.0) 139.0 NAVISTAR INTL NAV US 5,980.0 (5,190.0) 139.0 NEFF CORP-CL A NEFF US 656.3 (178.0) 20.5 NEW ENG RLTY-LP NEN US 202.4 (30.1) - NORTHERN OIL AND NOG US 733.9 (197.6) 50.7 NORTHERN OIL AND 4LT GR 733.9 (197.6) 50.7 NTELOS HOLDINGS NTLS US 643.0 (39.0) 106.7 OMEROS CORP OMER US 41.4 (9.0) 17.2 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 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OUTERWALL INC CS5 GR 1,366.1 (22.1) 43.2 OUTERWALL INC OUTR US 1,366.1 (22.1) 43.2 PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP PBFX US 422.9 (185.7) 34.2 PBF LOGISTICS LP 11P GR 422.9 (185.7) 34.2 PENN NATL GAMING PN1 GR 5,138.8 (678.0) (185.3) PENN NATL GAMING PENN US 5,138.8 (678.0) (185.3) PHILIP MORRIS IN PMI1 IX 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN 4I1 GR 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM FP 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN 4I1 TH 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM1 TE 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PMI EB 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM1CHF EU 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PMI SW 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM US 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM1EUR EU 33,956.0 (11,476.0) 418.0 PLANET FITNESS-A 3PL GR 699.2 (1.1) 6.7 PLANET FITNESS-A 3PL TH 699.2 (1.1) 6.7 PLANET FITNESS-A PLNT US 699.2 (1.1) 6.7 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 PGEM US 1,285.9 (76.8) 256.1 PLY GEM HOLDINGS PG6 GR 1,285.9 (76.8) 256.1 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PURETECH HEALTH PRTCL EB - - - PURETECH HEALTH PRTC LN - - - PURETECH HEALTH PRTCL PO - - - PURETECH HEALTH PRTCL IX - - - PURETECH HEALTH PRTCGBX EU - - - QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUINTILES TRANSN QTS GR 3,926.3 (335.7) 817.8 QUINTILES TRANSN Q US 3,926.3 (335.7) 817.8 RAYONIER ADV RYQ GR 1,288.5 (17.1) 196.3 RAYONIER ADV RYAM US 1,288.5 (17.1) 196.3 REGAL ENTERTAI-A RGC* MM 2,632.3 (877.6) (113.1) REGAL ENTERTAI-A RETA GR 2,632.3 (877.6) (113.1) REGAL ENTERTAI-A RGC US 2,632.3 (877.6) (113.1) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN RNF US 291.1 (138.0) 13.7 RENTECH NITROGEN 2RN GR 291.1 (138.0) 13.7 RENTPATH LLC PRM US 208.0 (91.7) 3.6 REVLON INC-A REV US 2,014.3 (587.5) 351.9 REVLON INC-A RVL1 GR 2,014.3 (587.5) 351.9 ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7 ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 1,556.2 (140.8) 643.0 SALLY BEAUTY HOL SBH US 2,043.1 (321.7) 674.9 SALLY BEAUTY HOL S7V GR 2,043.1 (321.7) 674.9 SANCHEZ ENERGY C 13S GR 1,542.3 (456.2) 499.1 SANCHEZ ENERGY C SN US 1,542.3 (456.2) 499.1 SANCHEZ ENERGY C 13S TH 1,542.3 (456.2) 499.1 SANCHEZ ENERGY C SN* MM 1,542.3 (456.2) 499.1 SBA COMM CORP-A SBAC US 7,403.2 (1,706.1) 20.6 SBA COMM CORP-A SBJ TH 7,403.2 (1,706.1) 20.6 SBA COMM CORP-A SBACEUR EU 7,403.2 (1,706.1) 20.6 SBA COMM CORP-A SBJ GR 7,403.2 (1,706.1) 20.6 SCIENTIFIC GAM-A SGMS US 7,732.2 (1,495.5) 521.6 SCIENTIFIC GAM-A TJW GR 7,732.2 (1,495.5) 521.6 SEARS HOLDINGS SEE TH 11,337.0 (1,956.0) 607.0 SEARS HOLDINGS SHLD US 11,337.0 (1,956.0) 607.0 SEARS HOLDINGS SEE QT 11,337.0 (1,956.0) 607.0 SEARS HOLDINGS SEE GR 11,337.0 (1,956.0) 607.0 SILVER SPRING NE 9SI TH 457.7 (33.9) 6.5 SILVER SPRING NE SSNI US 457.7 (33.9) 6.5 SILVER SPRING NE 9SI GR 457.7 (33.9) 6.5 SIRIUS XM CANADA SIICF US 311.1 (147.2) (189.0) SIRIUS XM CANADA XSR CN 311.1 (147.2) (189.0) SIRIUS XM HOLDIN RDO TH 8,046.7 (166.5) (1,934.6) SIRIUS XM HOLDIN RDO GR 8,046.7 (166.5) (1,934.6) SIRIUS XM HOLDIN SIRI US 8,046.7 (166.5) (1,934.6) SONIC CORP SONCEUR EU 616.1 (20.7) 7.4 SONIC CORP SO4 GR 616.1 (20.7) 7.4 SONIC CORP SONC US 616.1 (20.7) 7.4 SPORTSMAN'S WARE 06S GR 343.4 (14.0) 91.8 SPORTSMAN'S WARE SPWH US 343.4 (14.0) 91.8 SUN BIOPHARMA IN SNBP US - - - SUPERVALU INC SVU US 4,643.0 (444.0) 81.0 SUPERVALU INC SJ1 TH 4,643.0 (444.0) 81.0 SUPERVALU INC SVU* MM 4,643.0 (444.0) 81.0 SUPERVALU INC SJ1 GR 4,643.0 (444.0) 81.0 SYNDAX PHARMACEU SNDX US 12.8 (5.7) 2.1 SYNDAX PHARMACEU 1T3 GR 12.8 (5.7) 2.1 TAILORED BRANDS TLRD US 2,259.4 (100.1) 723.6 TRANSDIGM GROUP T7D GR 8,330.0 (964.3) 1,204.3 TRANSDIGM GROUP TDG SW 8,330.0 (964.3) 1,204.3 TRANSDIGM GROUP TDG US 8,330.0 (964.3) 1,204.3 TRANSDIGM GROUP TDGCHF EU 8,330.0 (964.3) 1,204.3 TRIBUNE PUBLISHI TPUB US 833.0 (14.4) (1.3) TRINITY PLACE HO TPHS US 56.3 (3.3) - UNISYS CORP UISEUR EU 2,143.2 (1,378.6) 165.2 UNISYS CORP USY1 GR 2,143.2 (1,378.6) 165.2 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 UISCHF EU 2,143.2 (1,378.6) 165.2 VECTOR GROUP LTD VGR GR 1,310.8 (122.2) 367.4 VECTOR GROUP LTD VGR US 1,310.8 (122.2) 367.4 VENOCO INC VQ US 403.8 (354.3) 195.7 VERISIGN INC VRSN US 2,357.7 (1,070.4) 464.9 VERISIGN INC VRS TH 2,357.7 (1,070.4) 464.9 VERISIGN INC VRS GR 2,357.7 (1,070.4) 464.9 VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 TH 1,422.1 (1,285.7) (144.2) WEIGHT WATCHERS WW6 GR 1,422.1 (1,285.7) (144.2) WEIGHT WATCHERS WTWEUR EU 1,422.1 (1,285.7) (144.2) WEIGHT WATCHERS WTW US 1,422.1 (1,285.7) (144.2) WEST CORP WT2 GR 3,612.3 (552.1) 243.1 WEST CORP WSTC US 3,612.3 (552.1) 243.1 WESTERN REFINING WR2 GR 501.0 (68.4) 36.7 WESTERN REFINING WNRL US 501.0 (68.4) 36.7 WINGSTOP INC EWG GR 121.1 (9.7) 7.1 WINGSTOP INC WING US 121.1 (9.7) 7.1 WINMARK CORP WINA US 47.4 (30.7) 16.9 WINMARK CORP GBZ GR 47.4 (30.7) 16.9 YRC WORLDWIDE IN YRCW US 1,894.6 (379.4) 160.9 YRC WORLDWIDE IN YEL1 TH 1,894.6 (379.4) 160.9 YRC WORLDWIDE IN YRCWEUR EU 1,894.6 (379.4) 160.9 YRC WORLDWIDE IN YEL1 GR 1,894.6 (379.4) 160.9 ********* 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 ***