/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160328.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 28, 2016, Vol. 20, No. 88 Headlines 21ST CENTURY ONCOLOGY: Faces Lawsuits Over Data Breach 21ST CENTURY ONCOLOGY: To Restate 2012, 2013 & 2014 Financials 38-36 GREENVILLE: Case Summary & 2 Unsecured Creditors ADAMIS PHARMACEUTICALS: Incurs $13.6 Million Net Loss in 2015 AEMETIS INC: Reports Fourth Quarter and Year-End 2015 Results AGAP LIFE: Case Summary & 3 Unsecured Creditors ALEXZA PHARMACEUTICALS: Obtains Add'l $1M Financing From Ferrer ALPHA NATURAL: Panel Taps Innovative as Compensation Consultant AMC NETWORKS: S&P Assigns 'BB' Rating on Proposed $750MM Notes API TECHNOLOGIES: Amends Fiscal 2015 Form 10-K to Add Info. APOLLO MEDICAL: Interim Chief Financial Officer Resigns ARCH COAL: Court Approves Joint Administration of Chapter 11 Cases ARCH COAL: Wants to Hire PJT Partners as Investment Banker ARGENT ENERGY: Court Grants Petition to Recognize Canadian Cases ARI INSURANCE: A.M. Best Hikes Issuer Credit Rating From bb ASHLEY STEWART: Wants Waterfall Modified, Ch. 11 Case Dismissed AURORA DIAGNOSTICS: To Hold Q4 Investor Conference Call March 30 BH SUTTON: U.S. Trustee Forms 3-Member Committee BLACK ELK: Has $7.5M Financing Amid Opposition to Montco DIP Loan BLACK ELK: Montco Services Agreement Approved BLUE EARTH: Asks Court to Set May 23 as Claims Bar Date BLUE EARTH: Employs KCC as Noticing and Claims Agent BLUE EARTH: Jackson Investment Agrees to Provide $3M DIP Loan BLUE EARTH: Wants 14-Day Extension to File Schedules BONANZA CREEK: Announced Reduced Workforce & Management Changes CARDIAC SCIENCE: Donald Welker No Longer Member of Committee CHINA GINSENG: Xiaohua Cai Resigns as Chief Marketing Officer COLONIAL PENNIMAN: Case Summary & Unsecured Creditor COMBIMATRIX CORP: Closes Offering of 8,000 Units CTI BIOPHARMA: Fails to Comply with NASDAQ's $1 Bid Price Rule CTI BIOPHARMA: OKs $552K in 2015 Bonuses for Executive Officers DIFFUSION PHARMACEUTICALS: Incurs $23.8 Million Net Loss in 2015 ELBIT IMAGING: Closes First Tranche of Radisson Hotel Refinancing ELEPHANT TALK: Obtains $1.23 Million From Units Offering ELEPHANT TALK: Open to Other Potential Buyers for ValidSoft EMERALD OIL: Files Chapter 11 Petition to Facilitate Sec. 363 Sale EMERALD OIL: Proposes Procedures to Protect NOLs EMERALD OIL: Requests May 6 Deadline to File Schedules EMERALD OIL: Seeks Joint Administration of Cases EMERALD OIL: Taps Donlin Recano as Claims and Noticing Agent ESTATE FINANCIAL: Trustee Taps Silicon Forensics as Consultant FASHION OUTLET: Jones Lang LaSalle to Hold Auction Today FINJAN HOLDINGS: Awarded 27th Patent for Computer Security System FINJAN HOLDINGS: Incurs $12.6 Million Net Loss in 2015 FORESIGHT ENERGY: Forbearance Pacts Extended Anew to March 29 FOUNTAINS OF BOYNTON: Moves Cash Collateral Hearing to April FREEDOM COMMUNICATIONS: Creditors Get $1.5M in Deal With Lenders GENERAL STEEL: Sells Maoming Hengda for $51 Million GO YE VILLAGE: U.S. Trustee Forms 10-Member Committee GREAT LAKES COMNET: Employs Media Venture as Investment Banker GREAT LAKES COMNET: Taps AlixPartners LLP as Financial Advisor GRIZZLY CATTLE: Case Summary & 11 Unsecured Creditors GUIDED THERAPEUTICS: May Issue 4.16 Million Common Shares HAGGEN HOLDINGS: Resources Global Approved as Consultants HAMPSHIRE GROUP: Incurs $1.60 Million Net Loss in Third Quarter HEALTHWAREHOUSE.COM INC: Incurs $946,000 Net Loss in 2015 HII TECHNOLOGIES: 'Challenge' Period Extended to March 31 HORSEHEAD HOLDING: Akin Gump, Ashby Represent Noteholders' Group HYDROCARB ENERGY: Cuts All Ties with Infinity Fund INFINITY ENERGY: Delays Filing of 2015 Annual Report INTERNATIONAL TEXTILE: Incurs $14,000 Net Loss in 2015 ISTAR INC: Offering $275 Million Senior Notes Due 2021 JACKSON MASONRY: Case Summary & 20 Largest Unsecured Creditors JOHN JAHRLING: Exception Stops Discharge of Malpractice Judgment JW RESOURCES: Court Denies U.S. Trustee's Conversion Bid LEAPFROG ENTERPRISES: Rejects L&M's Acquisition Proposal LEHMAN BROTHERS: To Pay Out Additional $1.6-Bil. to Creditors LINN ENERGY: LinnCo Holds 36% of LLC Units as of March 22 LIQUIDMETAL TECHNOLOGIES: Scott Gillis Quits as Director MEDICURE INC: To Announce 2015 Financial Results on March 30 MIDSTATES PETROLEUM: Provides Q4 and 2015 Operational Update NAKED BRAND: Michael Flanagan Quits as Chief Financial Officer NATIONS INSURANCE: A.M. Best Cuts Issuer Credit Rating to bb NEW GULF RESOURCES: ENXP Asserts Security Interests Valid, Senior NEWBURY COMMON: Dechert, et al., Also Represent Additional Debtors NORANDA ALUMINUM: Court Issues Final Order Allowing DIP Financing NORANDA ALUMINUM: Objections Filed, Auction Moved to June 2 OKLAHOMA FARM: A.M. Best Hikes Financial Strength Rating to B OPTIMUMBANK HOLDINGS: Reports $163,000 Net Loss for 2015 OUTER HARBOR: Prime Clerk Okayed as Claims and Noticing Agent OUTER HARBOR: Wants Aug. 1 Set as Governmental Unit Bar Date OWENS-ILLINOIS INC: S&P Revises Outlook to Neg. & Affirms 'BB' CCR PACIFIC EXPLORATION: EIG Pulls Out of Deal PHYSICAL PROPERTY: Reports HK$795,000 Net Loss for 2015 PICO HOLDINGS: Leder Holdings Settles With PICO PICO HOLDINGS: Names Raymond Marino Chairman of Board PITTSBURGH CORNING: Trustees Appointed to Injury Settlement Trust PMA MEDICAL: Voluntary Chapter 11 Case Summary PORTER BANCORP: Incurs $3.21 Million Net Loss in 2015 PUERTO RICO: Rescue Plan Advances, Led by House Republicans QUANTUM FUEL: Case Summary & 20 Largest Unsecured Creditors QUANTUM FUEL: Files Chapter 11 Petition to Facilitate Sale QUANTUM FUEL: Files for Bankruptcy After Defaulting on $2.7M Debt QUANTUM FUEL: Files for Chapter 11 in C.D. Cal., To Sell Assets QUANTUM FUEL: Kevin Douglas Has 22.1% Stake as of March 22 QUANTUM FUEL: Receives NASDAQ Delisting Notification QUANTUM FUEL: Secures $6M DIP Loan From Douglas Acquisitions QUANTUM FUEL: Wants to Pay up to $2.5M Critical Vendor Claims RCS CAPITAL: Cetera Debtors' Case Summary & Top Unsec. Creditors RCS CAPITAL: Court OKs Joint Administration of Chapter 11 Cases RCS CAPITAL: Retention Plan Impermissible, U.S. Trustee Complains REICHHOLD HOLDINGS: Judge Issues Final Decree to Close Cases RESPONSE BIOMEDICAL: Incurs C$150,000 Net Loss in 2015 RESPONSE BIOMEDICAL: Reports Q4 & Fiscal 2015 Financial Results REXFORD PROPERTIES: Plan Offers Stock, Cash to Unsec. Creditors RIENZI & SONS: Alma Bank Objects to Amended Disclosure Statement RIENZI & SONS: Alma Bank Opposes Banco Popolare Settlement RIENZI & SONS: Tracy Klestadt to Serve as Creditors' Trustee ROSETTA GENOMICS: Incurs $17.3 Million Loss in 2015 ROSETTA GENOMICS: Registers $75M Securities for Sale RST CRANES: Case Summary & 20 Largest Unsecured Creditors SABINE OIL: $4.97 Billion in Claims Filed as of Feb. 20 SDI SOLUTIONS: Cash Collateral Use Has Interim OK; April 5 Hearing SEARS HOLDINGS: Enters Into Plan Protection Arrangement With PBGC SEQUENOM INC: Camber Capital Reports 14.5% Stake as of March 23 SFS LTD: Shah, et al., Have Until April 4 to Reply to Complaint SKYLINE CORP: May Issue 700,000 Shares Under 2015 Stock Plan SKYLINE CORP: Tontine Asset Reports 5.3% Stake as of March 21 SPENDSMART NETWORKS: Alex Minicucci Quits as CEO and Director SPENDSMART NETWORKS: Grants Restricted Stock and Options STAR COMPUTER: Wants $197K Asset Sale to MG Accessories Approved STELLAR BIOTECHNOLOGIES: Applies for Voluntary Delisting From TSX STERLING ENGINEERING: Voluntary Chapter 11 Case Summary STONE ENERGY: No Longer Qualifies for Bonding Exemptions SUNEDISON INC: May Face Default if Earnings Are Further Delayed TATOES LLC: Asks Permission to Pay Family Members' Salaries TATOES LLC: Seeks Joint Administration of Cases TEMPLAR ENERGY: S&P Lowers Corporate Credit Rating to 'SD' TRANSUNION LLC: S&P Affirms BB- Rating on Term Loan B Over Add-On VERITY HEALTH: S&P Affirms 'CCC' Rating on $279MM Bonds VERMILLION INC: Reports Fourth Quarter and Full Year 2015 Results WAFERGEN BIO-SYSTEMS: Reports $20.0 Million Net Loss for 2015 WEST 41 PROPERTY: Case Summary & 8 Unsecured Creditors WESTMORELAND COAL: Venor Capital Withdraws Director Nominees WHISTLER ENERGY: Involuntary Chapter 11 Case Summary WINDSOR FINANCIAL: U.S. Trustee Forms 3-Member Committee Z'TEJAS SCOTTSDALE: Court Converts Cases to Chapter 7 [*] Moody's Concludes Reviews for 11 US Oilfield Services Companies [^] BOND PRICING: For the Week From March 21 to 25, 2016 ********* 21ST CENTURY ONCOLOGY: Faces Lawsuits Over Data Breach ------------------------------------------------------ In connection with the data breach previously disclosed in 21st Century Oncology Holdings, Inc.'s report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2016, the Company received notice that class action complaints have been filed against the Company. The complaints allege, among other things, that the Company failed to take the necessary security precautions to protect patient information and prevent the data breach. "Due to the inherent uncertainties of litigation, we cannot predict the ultimate resolution of these matters or estimate the amounts of, or ranges of, potential loss, if any, with respect to these proceedings," the Company said in a Form 8-K report filed with the SEC. The Company has insurance coverage and contingency plans for certain potential liabilities relating to the data breach. Nevertheless, the Company said, the coverage may be insufficient to satisfy all claims and liabilities related thereto and the Company will be responsible for deductibles and any other expenses that may be incurred in excess of insurance coverage. About 21st Century 21st Century Oncology, Inc., formerly known as Radiation Therapy Services, Inc. ("RTS") owns and operates radiation treatment facilities in the US and Latin America. 21st Century reported a net loss of $343 million on $1.02 billion of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $78.2 million on $737 million of total revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $1.09 billion in total assets, $1.33 billion in total liabilities, $370.47 million in series A convertible redeemable preferred stock, $19.93 million in noncontrolling interests and a $623.11 million total deficit. * * * As reported by the TCR on Feb. 27, 2015, Moody's Investors Service upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and Probability of Default Rating to B3 and B3-PD, respectively. The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2 reflects the receipt of a $325 million preferred equity investment from the Canada Pension Plan Investment Board and subsequent debt reduction. In the April 16, 2015, edition of the TCR, Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Fort Myers-based cancer care provider 21st Century Oncology Holdings Inc. 21ST CENTURY ONCOLOGY: To Restate 2012, 2013 & 2014 Financials -------------------------------------------------------------- The Board of Directors of 21st Century Oncology Holdings, Inc., upon the recommendation of the Audit Committee of the Board and management, determined that the following financial statements previously filed by the Company with the Securities and Exchange Commission should no longer be relied upon: (1) the audited consolidated financial statements as of and for the years ended Dec. 31, 2012, 2013 and 2014 and the independent registered public accounting firm's reports thereon; and (2) the unaudited condensed consolidated financial statements as of and for each of the interim periods within the years ended Dec. 31, 2012, 2013 and 2014 and for the interim periods ended March 31, June 30 and Sept. 30, 2015. Similarly, related press releases, earnings releases, management's report on the effectiveness of internal control over financial reporting as of Dec. 31, 2012, 2013 and 2014 and investor communications describing the Company's financial statements for these periods should no longer be relied upon. The Company has determined that the financial statements should be restated in order to give effect primarily to revenue recognition related matters, accounts receivable reconciliation issues and income and non-income tax matters with respect to its operations in Latin America as well as to give effect to refunds and expected penalties that the Company has recorded in connection with electronic health records incentive payments received under the Health Information Technology for Economic and Clinical Health Act (HITECH) as a result of meaningful use attestations submitted on behalf of certain Company employed radiation oncologists for program years 2012, 2013 and 2014. The Company is continuing its review and quantification of these and potentially other less significant matters, which are expected to be reflected in the restated financial statements. The Company intends to file with the SEC, as soon as practicable, restated financial information for the affected periods. The Company expects that its annual report on Form 10-K for the year ended Dec. 31, 2015, will not be filed by March 30, 2016. The Company's management and the Audit Committee have discussed the matters with the Company's current independent registered public accounting firm, Ernst & Young LLP, as they relate to the unaudited condensed consolidated financial statements as of and for the periods ended March 31, June 30 and Sept. 30, 2015. Authorized officers of the Company have discussed the matters with the Company's predecessor independent registered public accounting firm, Deloitte & Touche LLP, as they relate to the audited consolidated financial statements or unaudited condensed consolidated financial statements for all other periods identified in this report. About 21st Century 21st Century Oncology, Inc., formerly known as Radiation Therapy Services, Inc. ("RTS") owns and operates radiation treatment facilities in the US and Latin America. 21st Century reported a net loss of $343 million on $1.02 billion of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $78.2 million on $737 million of total revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $1.09 billion in total assets, $1.33 billion in total liabilities, $370.47 million in series A convertible redeemable preferred stock, $19.93 million in noncontrolling interests and a $623.11 million total deficit. * * * As reported by the TCR on Feb. 27, 2015, Moody's Investors Service upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and Probability of Default Rating to B3 and B3-PD, respectively. The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2 reflects the receipt of a $325 million preferred equity investment from the Canada Pension Plan Investment Board and subsequent debt reduction. In the April 16, 2015, edition of the TCR, Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Fort Myers-based cancer care provider 21st Century Oncology Holdings Inc. 38-36 GREENVILLE: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: 38-36 Greenville Ave LLC 38-36 Greenville Ave Jersey City, NJ 07307 Case No.: 16-15598 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Stacey L. Meisel Debtor's Counsel: Kevin K. Tung, Esq. KEVIN KERVENG TUNG P.C. 136-20 38th Avenue, Suite 3D Flushing, NY 11354 Tel: 718-939-4633 Fax: 718-939-4468 Email: ktung@kktlawfirm.com Total Assets: $443,917 Total Liabilities: $1.84 million The petition was signed by Lingyan Quan, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/njb16-15598.pdf ADAMIS PHARMACEUTICALS: Incurs $13.6 Million Net Loss in 2015 ------------------------------------------------------------- Adamis Pharmaceuticals Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $13.6 million on $0 of revenue for the year ended Dec. 31, 2015, compared to a net loss of $9.31 million on $0 of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Adamis had $12.06 million in total assets, $2.74 million in total liabilities and $9.31 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, 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 is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors noted. Bankruptcy Warning The Company disclosed it currently has no credit facility or committed sources of capital. Delays in obtaining funding could adversely affect its ability to develop and commercially introduce products and cause it to be unable to comply with its obligations under outstanding instruments. "Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our product candidates, restrict our operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their investment in us," the Company stated in the report. A full-text copy of the Form 10-K is available for free at: http://is.gd/AU9S7l About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. AEMETIS INC: Reports Fourth Quarter and Year-End 2015 Results ------------------------------------------------------------- Aemetis, Inc., reported a net loss of $6.45 million on $35.34 million of revenues for the three months ended Dec. 31, 2015, compared to a net loss of $3.74 million on $41.47 million of revenues for the same period in 2014. For the year ended Dec. 31, 2015, Aemetis reported a net loss of $27.13 million on $146.64 million of revenues compared to net income of $7.13 million on $207.68 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Aemetis had $83.14 million in total assets, $118.43 million in total liabilities and a total stockholders' deficit of $35.29 million. "In 2015, our financial and operational performance was affected by excess supply in ethanol markets," said Eric McAfee, chairman and chief executive officer of Aemetis. "During this past year, Aemetis significantly increased production at our biodiesel and glycerin biorefinery in India, to take advantage of deregulation and the removal of subsidies in the diesel market. The biodiesel domestic market in India continues to grow, with our expanding sales of B100 as a transportation fuel to replace diesel. In 2016, we plan to increase the profitability of our ethanol business by the adoption of patented technologies for the production of cellulosic ethanol and related products at the Keyes plant," added McAfee. "Subdued performance during 2015 reflects excess supply of ethanol in the North America segment where we continue to derive a majority of our revenues. We have been diligent in controlling our selling, general and administrative expenses," said Todd Waltz, chief financial officer of Aemetis. "We have ongoing interest expense reductions through refinance activities currently underway, including $12.5 million in escrow to the company from the EB-5 program, that we believe will further lower the interest costs of the company," added Waltz. A full-text copy of the press release is available for free at: http://is.gd/j0QI3O About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. AGAP LIFE: Case Summary & 3 Unsecured Creditors ----------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- AGAP Life Offerings, LLC 16-40520 10567 Buccaneer Point Frisco, TX 75034 AGAP LS 309, LLC 16-40521 10567 Buccaneer Point Frisco, TX 75034 Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtors' Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com Estimated Estimated Assets Liabilities ---------- ----------- AGAP Life Offerings $500K-$1MM $500K-$1MM AGAP LS 309 $500K-$1MM $1MM-$10MM The petitions were signed by Charles D. Madden, manager. A list of AGAP Life Offerings' three largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb16-40520.pdf A list of AGAP LS 309's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb16-40521.pdf ALEXZA PHARMACEUTICALS: Obtains Add'l $1M Financing From Ferrer --------------------------------------------------------------- Alexza Pharmaceuticals, Inc., filed an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission on Sept. 28, 2015, wherein it disclosed the issuance of a promissory note to Grupo Ferrer Internacional, S.A. in the maximum principal amount of $5 million. The purpose of the amendment was to report that Ferrer has made an additional $1 million available to Alexza under the Ferrer Note on March 21, 2016. As of March 21, 2016, an aggregate of $4 million of the principal amount of the Ferrer Note was outstanding. About Alexza Pharmaceuticals, Inc. Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014 compared to a net loss of $39.6 million in 2013. As of Sept. 30, 2015, the Company had $26.2 million in total assets, $95.1 million in total liabilities and a $68.8 million total stockholders' deficit. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALPHA NATURAL: Panel Taps Innovative as Compensation Consultant --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Alpha Natural Resources, Inc., et al., seek permission from the U.S. Bankruptcy Court to retain Innovative Compensation and Benefits Concepts, LLC, as compensation consultant, effective as of Dec. 28, 2015. Innovative Compensation will, among other things: (a) review and analyze the terms of the KEIP as proposed by the Debtors, including the appropriateness of the threshold, target, and maximum performance goals and the corresponding payout opportunities proposed in the KEIP Schedule; (b) prepare an expert report and opinion and, if necessary, provide expert testimony with respect to the foregoing; and (c) provide such other consulting or advisory services as may be needed. The Court had previously granted the Committee's application to retain respectively. The services that Innovative will be asked to provide to the Committee are very limited in scope and are separate and distinct from the services that either Protiviti or Jefferies have been providing and will continue to provide to the Committee. Innovative has specialized expertise in compensation-related matters, whichneither Protiviti nor Jefferies possesses. To ensure that there is no unnecessary duplication of services during the pendency of the cases, Innovative, Protiviti, Inc., the financial advisor and Jefferies LLC as investment banker, will coordinate on the services they provide to the Committee. The aggregate fees and expenses to be paid to Innovative for services performed and expenses incurred pursuant to the engagement letter will not exceed $50,000. To the best of the Committee's knowledge, Innovative is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Committee is represented by: Dennis F. Dunne, Esq. Evan R. Fleck, Esq. Eric K. Stodola, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 -- and -- William A. Gray, Esq. W. Ashley Burgess, Esq. Roy M. Terry, Jr., Esq. SANDS ANDERSON PC P.O. Box 1998 Richmond, VA 23218-1998 Tel: (804) 648-1636 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. AMC NETWORKS: S&P Assigns 'BB' Rating on Proposed $750MM Notes -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '3' recovery rating to New York City-based cable network operator AMC Networks Inc.'s proposed $750 million senior unsecured notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a payment default. The company will use the proceeds to redeem its existing 7.75% unsecured notes due 2021 ($700 million was outstanding as of December 2015). The notes and the guarantees are AMC Networks' general unsecured senior obligations, and they will rank equally with all of the company's and the guarantors' existing and future unsecured and unsubordinated debt. S&P's 'BB' corporate credit rating and stable rating outlook on AMC Networks remain unchanged. The outlook reflects S&P's expectation that the company will maintain adjusted leverage in the low 3x-area in 2016. It also reflects the company's lack of a clearly articulated financial policy, which constrains the rating. S&P assess AMC Network's business risk profile as satisfactory, based on these: -- The company's dependence on a single cable network, AMC--the largest individual network contributor to its revenue and cash flow; -- The company's four smaller domestic cable networks, which generate a smaller, but growing proportion of revenue and cash flow; -- The company's international cable network portfolio (including AMC Networks International), which diversifies its revenue base (almost 20% of total AMC Networks revenue is derived outside of the U.S) and provides it with opportunities to leverage its growing original programming slate; -- The trend of declining cable network audience ratings across the sector (though the company's audience ratings have gone against this trend so far); -- The company's growing distribution fees, with affiliate fees comprising about 60% of total consolidated revenues; and -- The company's strong EBITDA margins, though they are somewhat lower than other cable companies', due to its smaller international segment margins and lower subscription fees. S&P views the company's financial risk profile as significant. The assessment reflects S&P's expectation that adjusted leverage (pro forma for the transaction and adjusted for leases, pensions, guarantees, funding commitments, and potential puts and pro forma for the proposed debt issuance but not any debt repayment) was below 3.5x as of Dec. 31, 2015, and it will decline to about 3x by the end of 2016 and potentially to the mid-2x area in 2017. S&P also expects that the company will generate free operating cash flow of about $300 million in 2016. Nonetheless, S&P believes there are risks to its assessment due to a lack of clarity regarding the Charles Dolan family's controlling-shareholder return strategy; the family holds 67% voting power and comprises a majority of the board. RATINGS LIST AMC Networks Inc. Corporate Credit Rating BB/Stable/-- New Ratings AMC Networks Inc. Senior Unsecured $750 million notes due 2024 BB Recovery Rating 3H API TECHNOLOGIES: Amends Fiscal 2015 Form 10-K to Add Info. ----------------------------------------------------------- API Technologies Corp. filed an amendment to its annual report on Form 10-K for the year ended Nov. 30, 2015, originally filed with the Securities and Exchange Commission on March 2, 2016, solely for the purpose of including the information required by Part III of Form 10-K. Part III contains information about Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and Services. That information was previously omitted from the Original 10-K Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information to be incorporated in the Form 10-K by reference to its definitive proxy statement for the 2016 Annual Meeting of Stockholders if such proxy statement is filed no later than 120 days after the Company's fiscal year end. A full-text copy of the Form 10-K/A is available for free at: http://is.gd/Ba0uzO About API Technologies API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the NASDAQ under the symbol ATNY. For further information, please visit the Company Web site at http://www.apitech.com/ API Technologies reported a net loss of $22.29 million on $232.28 million of net revenue for the year ended Nov. 30, 2015, compared to a net loss of $18.91 million on $226.85 million of net revenue for the year ended Nov. 30, 2014. * * * As reported by the TCR on Feb. 14, 2013, Moody's Investors Service has withdrawn all ratings of API Technologies, including its 'Caa1' Corporate Family Rating and negative outlook due to the repayment of all rated debt. On Feb. 6, 2013, API Technologies completed a refinancing of its previously outstanding rated bank debt. All ratings of API have been withdrawn since the company has no rated debt outstanding. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on API Technologies to 'B-' from 'B'. "The downgrade reflects weaker-than-expected credit metrics resulting from less-than-expected improvements in operating performance and higher debt, including a modest increase from the recent refinancing," said Standard & Poor's credit analyst Chris Mooney. APOLLO MEDICAL: Interim Chief Financial Officer Resigns ------------------------------------------------------- William R. Abbott resigned as interim chief financial officer of Apollo Medical Holdings, Inc., on March 21, 2016, not as a result of any disagreement with the Company's board of directors or management, according to a Form 8-K report filed with the Securities and Exchange Commission. The Company's search for a permanent chief financial officer, utilizing the services of a leading executive search firm, is continuing. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss attributable to the Company of $1.8 million on $32.9 million of net revenues for the year ended March 31, 2015, compared to a net loss attributable to the Company of $5 million on $10.5 million of net revenues for the year ended Jan. 31, 2014. For the nine months ended Dec. 31, 2015, the Company reported a net loss attributable to the Company of $4.69 million on $32.23 million of net revenues compared to a net loss attributable to the Company of $1.99 million on $23.40 million of net revenues for the nine months ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $14.56 million in total assets, $9.78 million in total liabilities, $7.07 million in mezzanine equity and a total stockholders' deficit of $2.29 million. ARCH COAL: Court Approves Joint Administration of Chapter 11 Cases ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Missouri drected the joint administration of the Chapter 11 cases of Arch Coal, Inc.,et al., for procedural purposes only. These cases will jointly administered under Arch Coal, Inc., Case No. 16-40120-705: ACI Terminal, LLC; Allegheny Land Company; Apogee Holdco, Inc.; Arch Coal Sales Company, Inc.; Arch Coal West, LLC; Arch Development, LLC; Arch Energy Resources, LLC; Arch Reclamation Services, Inc.; Arch Western Acquisition Corporation; Arch Western Acquisition, LLC; Arch Western Bituminous Group, LLC; Arch Western Finance LLC; Arch Western Resources, LLC; Arch of Wyoming, LLC; Ark Land Company; Ark Land KH, Inc.; Ark Land LT, Inc.; Ark Land WR, Inc.; Ashland Terminal, Inc.; Bronco Mining Company, Inc.; Catenary Coal As reported by the Troubled Company Reporter on Jan. 13, 2016, the Debtors requested that the Court maintain one file and one docket for all of their cases under the case of Arch Coal, Inc. Bankruptcy Rule 1015(b) provides, in relevant part, that if "two or more petitions are pending in the same court by or against ... a debtor and an affiliate, the court may order a joint administration of the estates." The Debtors relate they are "affiliates" as that term is defined under Section 101(2) of the Bankruptcy Code. The Debtors anticipate that many of the motions, hearings and orders in these Chapter 11 cases will affect each Debtor and its respective estate. According to Brian C. Walsh, Esq., at Bryan Cave LLP, counsel for the Debtors, joint administration will avoid the preparation, replication, service and filing, as applicable, of duplicative notices, applications and orders, thereby saving the Debtors considerable expense and resources. He added that the Court also will be relieved of the burden of entering duplicative orders and maintaining duplicative files and supervision of the administrative aspects of these Chapter 11 cases by the United States Trustee for the Eastern District of Missouri will be simplified. In addition, the Debtors seek authority to file the monthly operating reports required by the United States Trustee's "Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees" on a consolidated basis. About Arch Coal, Inc. 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: Wants to Hire PJT Partners as Investment Banker ---------------------------------------------------------- Arch Coal, Inc., et al., ask the U.S. Bankruptcy Court for the Eastern District of Missouri for permission to employ PJT Partners LP as investment banker. PJTP is a wholly owned subsidiary of PJT Partners Holdings LP, of which PJT Partners, Inc. acts as sole general partner. PJT Partners Inc. was formed in part through a multi-step merger and spin off transaction whereby Blackstone Advisory Partners L.P.'s restructuring and advisory groups were spun-off to form PJTP and its affiliated operating entities. PJT will: a) assist in the evaluation of the Debtors' businesses and prospects; b) assist in the development of the Debtors' long-term business plan and related financial projections; c) assist in the development of financial data and presentations to the Debtors' boards of directors, various creditors and other third parties; d) analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; e) analyze various restructuring scenarios and the potential impact of the scenarios on the recoveries of those stakeholders impacted by the restructuring; f) assist the Debtors in arranging a financing if requested by the Debtors, including, but not limited to, debtor-in-possession financing and exit financing; g) provide strategic advice with regard to restructuring or refinancing the Debtors' obligations; h) evaluate the Debtors' debt capacity and alternative capital structures; i) participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties; j) value securities offered or to be offered by the Debtors in connection with a restructuring; k) advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of credit facilities; l) assist in arranging financing for the Debtors, as requested; m) provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and n) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a Restructuring, as requested and mutually agreed. Specifically, the advisor will carry out unique functions and will use reasonable efforts to coordinate with the Debtors' other retained professionals to avoid unnecessary duplication of services. Before the Petition Date, the Debtors paid the advisor $3,047,347 in fees and expenses. The amount includes out-of-pocket prepetition expenses incurred by the advisor and a $30,000 expense estimate. PJTP's fee structure consists of: a) a monthly advisory fee of $250,000 in cash; b) an additional fee for any financing arranged by PJTP, at the Debtors' request of 0.75% of the total issuance size for senior debt financing, 3.0% of the total issuance size for junior debt financing and 5.0% of the issuance amount for equity financing, payable upon receipt of a binding commitment letter; provided that, if financing arranged by PJTP is the only restructuring undertaken, PJTP, in its sole discretion, may choose to be paid either the Capital Raising Fee or the Restructuring fee, but not both. c) an additional fee (the restructuring fee) equal to $13,500,000, payable in cash, upon the consummation of the restructuring. d) expense reimbursements. Mark Buschmann, a partner at PJTP, a financial advisory firm with its principal offices located at 280 Park Avenue, New York City, assures the Court that PJTP is a "disinterested person" as that term is defined in 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 debt 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. ARGENT ENERGY: Court Grants Petition to Recognize Canadian Cases ---------------------------------------------------------------- A U.S. bankruptcy court granted the petition of FTI Consulting Canada Inc. to recognize the reorganization proceeding of Argent Energy (Canada) Holdings Inc. and Argent Energy (US) Holdings Inc. in Canada. FTI, the firm appointed by a Canadian court as monitor and foreign representative for the companies, filed Chapter 15 petition in the U.S. Bankruptcy Court for the Southern District of Texas in order to get the Canadian proceeding to be recognized as a foreign main proceeding. If a foreign proceeding is recognized as a foreign main proceeding, the automatic stay under Section 362 of the Bankruptcy Code automatically applies to stay actions against assets of a debtor located in the United States. An ad hoc committee representing debenture holders of debt securities issued by the companies had earlier opposed the petition, saying "there is a high likelihood that neither petitioner is entitled to Chapter 15 relief." Argent Energy Argent Energy (Canada) Holdings, Inc. and Argent Energy (US) Holdings, Inc. on Feb. 19, 2016, through FTI Consulting, Inc., as monitor and foreign representative, filed petitions Chapter 15 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 16-20060 and 16-20061, respectively) after failing to repay $51.9 million under a credit facility dated as of Oct. 25, 2012, with a lending syndicate comprised of The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, and Wells Fargo Bank, N.A., Canadian Branch, with The Bank of Nova Scotia as administrative agent. Contemporaneously with the filing of the Chapter 15 petitions, the Debtors, through FTI Consulting Canada Inc., in its capacity as the court-appointed monitor and authorized foreign representative, filed a motion asking the U.S. Bankruptcy Court to recognize in the United States a proceeding pending in the Court of Queen's Bench of Alberta, Judicial Centre of Calgary under the Companies' Creditors Arrangement Act. Argent Canada and Argent US, owners of interests in oil and gas assets in Texas, Wyoming, and Colorado, are part of a group of companies who have been granted protection under the CCAA. The Canadian Court has appointed FTI as the monitor and authorized foreign representative of the Debtors. As part of the restructuring process in the Canadian Proceeding and these related Chapter 15 cases, the Debtors intend to sell their assets through a court-supervised procedure. On Feb. 17, 2016, the Canadian Court granted an initial order, among other things, imposing a stay in Canada prohibiting any proceeding or enforcement process against the Canadian Debtors or their assets and approving a sale solicitation process for the marketing and sale of Argent's assets. ARI INSURANCE: A.M. Best Hikes Issuer Credit Rating From bb ----------------------------------------------------------- A.M. Best has removed from under review with developing implications and upgraded the financial strength rating to A (Excellent) from B (Fair) and the issuer credit rating to "a" from "bb" of ARI Insurance Company (ARI) (Newtown, PA). The outlook assigned to both ratings is stable. The rating actions follow the acquisition of ARI by AmTrust Financial Services, Inc. (AmTrust) [NASDAQ:AFSI] and the approval of a 50% quota share reinsurance agreement between ARI and AmTrust International Insurance, Ltd., which includes coverage for ARI's net reinsurance liabilities. They also reflect capital contributions to ARI during the first quarter of 2016. These actions have driven an improvement in ARI's balance sheet strength, including its risk-adjusted capital level. Partially offsetting these positive factors are ARI's poor underwriting and operating performance in recent years, driven by substantial levels of adverse development of prior years' loss reserves in 2014 and 2015 and elevated underwriting expenses. Positive rating action is not expected in the near term, although such action could occur should there be a sustained improvement of performance relative to peers. Negative rating actions could result if underwriting or operating performance deteriorates, particularly if such deterioration drives a substantial decline in risk-adjusted capitalization. ASHLEY STEWART: Wants Waterfall Modified, Ch. 11 Case Dismissed --------------------------------------------------------------- Ashley Stewart Holdings, Inc., et al. and their Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the District of New Jersey to approve modifications in the distribution of certain sums under the Global Settlement and to dismiss the Debtors' Chapter 11 cases. Substantially all of the Debtors' assets were sold to a going concern purchaser for approximately $23 million in total consideration. In order to facilitate the achievement of a going concern sale transaction, the Debtors and the Committee entered into a Global Settlement with the Debtors' prepetition lenders and the Debtors' postpetition lenders. The Global Settlement, which was approved by the Court, provides for a distribution waterfall for the application of the proceeds of the sale. The Debtors and the Official Committee want the Court to approve two modifications to the waterfall set forth in the Global Settlement. These modifications involve the distribution of $775,000 Excess Cash as follows: (1) To the payment of $96,745 for Tax Claims owed pursuant to the claim settlement agreements with certain state taxing authorities filed on February 24, 2016. (2) to the payment of (a) approximately $360,000 in additional post- closing professional fees, to be shared pro rata among the Estate Professionals, that will not otherwise be funded pursuant to the waterfall set forth in the Global Settlement ( "Additional Professional Fees"); (b) approximately $225,000 for Allowed unpaid Claims under section 503(b)(9) of the Bankruptcy Code and Allowed unpaid stub-rent Claims; and (c) $100,000 to the GBG Parties or, if later agreed upon by the Debtors and the GBG Parties, such lesser amount to the GBG Parties as is needed to fully satisfy (a) and (b) above. The Excess Cash consists of cash on hand that does not constitute Aggregate Sale Net Proceeds insofar as these funds were not proceeds of the Sale but rather security deposits and other funds recovered by the estates following consummation of the Sale to the Purchaser. The Debtors and the Committee ask the Court for authority to reallocate $150,000 of the Key Employee Incentive Plan ("KEIP") payments that would have been paid in Tier 2 ("Tier 2 KEIP Payments") to share pro rata with the Additional Professional Fees funded by the Excess Cash. They explain that the Tier 2 KEIP Payments will receive the same percentage reduction of their administrative claims as the professionals in the Chapter 11 Case. They relate that this will result in a reduction to the recovery of the Tier 2 KEIP Payment of approximately $7,000 based on the current estimates of Additional Professional Fees through the closing of the Chapter 11 Cases. The Debtors and the Official Committee further relate that in acknowledgment of the hard work and efforts of the participants of the KEIP, Curtis, Mallet-Prevost, Colt & Mosle LLP and PricewaterhouseCoopers have voluntarily agreed to fund the lesser of (i) an amount equal to the KEIP Reduction, or (ii) $10,000 from the recovery of its professional fees so that the participants in the KEIP are not negatively impacted by this compromise. The Debtors and the Committee, with the consent and approval of the GBG Parties, request the Court's authority to cap the GBG Parties' recovery in Tier 3 of the waterfall set forth in the Global Settlement to the funds that were distributed to the GBG Parties on the Closing Date. Any additional distribution the GBG Parties would have received in Tier 3 will be treated as Excess Cash. The Debtors and the Committee tell the Court that after carefully considering alternatives, they have decided that a dismissal is the most effective vehicle to achieve their goals. The further tell the Court that Other than the disbursement of the remaining sale proceeds and other cash held by the Debtors that are proposed to be distributed to administrative creditors, there is nothing left to be done in the cases as avoidance actions have been sold to the Purchaser and waived, and the disputed claims have been substantially resolved by the Committee and the Debtors. They contend that a structured dismissal makes the most practical and economical sense given the circumstances of this case. U.S. Trustee's Objection to Motion Andrew R. Vara, acting United States Trustee for Region 3, contends that a recent Third Circuit decision permits the Court to approve a structured dismissal, but only in a "rare" case, and only when traditional routes out of Chapter 11 are available. The U.S. Trustee further contends that the case before the Court is not "rare". He relates that there is simply a proposed distribution of $775,000 of "Excess Cash," which is not part of the Aggregate Sale Net Proceeds and is not subject to the Global Settlement that was approved by the Court. The U.S. Trustee tells the Court that the Debtors and the Official Committee have not shown that the traditional routes to exit chapter 11 are foreclosed in the case. He further tells the Court that the Debtors and the Official Committee provide only one reason against utilization of the plan process, that argument being that it will take too long and be too expensive. The U.S. Trustee adds that it is hard for him to see how, after more than two years in bankruptcy, the case does not have time to permit the voting process and presentation of a plan to creditors and interest holders. Ashley Stewart Holdings, Inc., and its affiliated debtors are represented by: Steven J. Reisman, Esq. Cindi M. Giglio, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 Telephone: (212)696-6000 Facsimile: (212)697-1559 E-mail: sreisman@curtis.com ceilbott@curtis.com - and - Michael D. Sirota, Esq. Ilana Volkov, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street Hackensack, NJ 07601 Telephone: (201)489-3000 Facsimile: (201)489-1536 E-mail: msirota@coleschotz.com ivolkov@coleschotz.com The Official Committee of Unsecured Creditors is represented by: Bradford J. Sandler, Esq. Robert J. Feinstein, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue New York, NY 10017 Telephone: (212)561-7700 Facsimile: (212)561-7777 E-mail: bsandler@pszjlaw.com rfeinstein@pszjlaw.com Andrew R. Vara, Acting United States Trustee for Region 3, is represented by: Peter J. D'Auria, Esq. OFFICE OF THE UNITED STATES TRUSTEE One Newark Center, Suite 2100 Newark, NJ 07102 Telephone: (973)645-3014 Facsimile: (973)645-5993 E-mail: Peter.J.D'Auria@usdoj.gov About Ashley Stewart Holdings The Ashley Stewart name is synonymous with offering women who wear sizes 12 and up well-made fashionable clothes at affordable prices. Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11 petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383 to 14-14386) on March 10, 2014. Michael A. Abate signed the petitions as senior vice president finance/treasurer. Ashley Stewart Holdings estimated assets and liabilities of at least $10 million. The Hon. Michael B. Kaplan oversees the case. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' general counsel. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Debtors' local counsel. PricewaterhouseCoopers LLP acts as the Debtors' financial advisor. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 formed a five-member panel to act as the official committee of unsecured creditors in the Debtors' cases. Counsel to the Committee is Pachulski Stang Ziehl & Jones LLP. GlassRatner Advisory & Capital Group, LLC, acts as financial advisor to the Committee. Ashley Stewart has obtained authority to conduct store closing sales at 27 locations around the United States in accordance with a consulting agreement with Gordon Brothers Retail Partners, LLC. AURORA DIAGNOSTICS: To Hold Q4 Investor Conference Call March 30 ---------------------------------------------------------------- Aurora Diagnostics Holdings, LLC, announced that it will hold a conference call to review its results for the quarter and year ended Dec. 31, 2015, on Wednesday, March 30, 2016, at 12:00 p.m. Eastern Time. The call may be accessed by dialing (877) 561-2748 for U.S. callers or (720) 545-0044 for international callers. Please reference conference ID# 75832061. The Company will provide a live internet webcast of the conference call, as well as an archived replay, all of which can be accessed from the Company's Investor Relations page at www.auroradx.com. In addition, a telephonic replay of the conference call will be available through 3:00 p.m. on Wednesday, April 6, 2016, and can be accessed by dialing (855) 859-2056 (toll free) or (404) 537-3406. Please reference conference ID# 75832061. About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $83.4 million on $264 million of net revenue for the year ended Dec. 31, 2015, compared to a net loss of $55.5 million on $243 million of net revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Aurora Diagnostics had $263 million in total assets, $453 million in total liabilities and a $191 million total members' deficit. * * * As reported by the Troubled Company Reporter on Sept. 27, 2013, Moody's Investors Service downgraded Aurora's Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2- PD from B3-PD. Moody's also lowered the debt ratings of Aurora Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC (collectively Aurora). Concurrently, Moody's downgraded Aurora's Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The outlook for the ratings remains negative. The downgrade of the ratings reflects Moody's expectation that the company will see continued difficulty in mitigating a significant decline in revenue and EBITDA. This stems from a reduction in Medicare reimbursement due to a decrease in rates and sequestration, continued challenging volume growth trends and threats of additional reimbursement reductions. This will negatively impact the company's credit metrics, constrain Aurora's ability to repay debt and pressure the company's liquidity position. Moody's also has concerns about the sustainability of the company's capital structure given its significant debt load and related interest burden. BH SUTTON: U.S. Trustee Forms 3-Member Committee ------------------------------------------------ The U.S. Trustee for Region 2 appointed three creditors of BH Sutton Mezz LLC to serve on the official committee of unsecured creditors. The committee members are: (1) Pembrooke & Ives Luxurious Interiors LLC 330 West 38th Street, Suite 1001 New York, NY 10018 Attention: Andrew Sheinman, Owner Telephone: (212) 995-0555 Fax: (212) 995-2678 Email: as@pembrookeandives.com (2) Desimone Consulting Engineering Group LLC 18 West 18th Street, 10th Floor New York, NY 10011 Attention: Stephen Desimone, President Telephone: (212) 532-2211 Fax: (212) 481-6108 Email: stephen.desimone@de-simone.com (3) S.M. Berger Architecture P.C. 150 Great Neck Road, Suite 101 Great Neck, NY 11021 Attention: Sanford M. Berger, President Telephone: (516) 773-7365 Fax: (347) 436-9517 Email: smb@smbarchitect.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. 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. BLACK ELK: Has $7.5M Financing Amid Opposition to Montco DIP Loan ----------------------------------------------------------------- Black Elk Energy Offshore Operations, LLC, et al., are asking the U.S. Bankruptcy Court for the Southern District of Texas to access a new DIP loan of up to $7.5 million, as an alternative to the DIP financing provided by Montco Oilfield Contractors, LLC, which has faced opposition from parties-in-interest. On Feb. 7, 2016, the Debtors filed a motion seeking authority to, among other things, enter into a DIP financing agreement with an affiliate of Montco Oilfield Contractors that would allow the Debtors to borrow up to $7,750,000. On Feb. 7, the Debtors also filed a new global P&A (plugging and abandonment) plan, which proposes to retain Montco to perform decommissioning work on a turnkey basis on some, but not all, of the Debtor's operated properties. The Debtors say the DIP financing would allow them to implement the P&A Plan and confirm a liquidating plan. The Montco DIP Motion was approved on an interim basis on Feb. 10, 2016. But many parties raised objections to the Montco DIP Motion that would need to be decided at the final hearing. The Debtor has spent the intervening weeks working with key parties-in-interest to reach an amicable solution. Those parties include: -- the ad hoc group of the Debtor's noteholders; -- the Official Committee of Unsecured Creditors; -- Platinum Partners; -- Argonaut Insurance Company; -- Montco Oilfield Contractors; -- the Indenture Trustee under the Indenture, dated as of Nov. 23, 2010, and issued by the Debtor and Black Elk Energy Finance Corp.; and -- various of the Debtor's predecessors-in-interest, including Merit Energy Company, JX Nippon Oil Exploration (U.S.A.), Limited, and Maritech Resources, LLC. Those negotiations, while not yet complete, have resulted in an alternative DIP proposal to be funded by certain subscribing noteholders under the Indenture, whose participation will be backstopped by the Ad Hoc Noteholders, and by Argo. Although the New DIP Loan is based upon the terms of the Montco DIP Loan, the proposals do differ. For instance, the New DIP Loan provides for a roll-up against certain specified collateral. The New DIP Loan will enable the Debtor to complete the P&A Plan and will set the table for a potential return to unsecured creditors. Although the terms do change in some respects, the key to the New DIP Loan is that the Debtor anticipates that there will be consensus among the material parties; thus, there is a clearer path to approval under this proposal. In a motion filed March 4, 2016, the Debtors seek approval to: i. obtain postpetition operations financing (the "Operating DIP") up to the aggregate principal amount of $7 million, secured by liens on property of the Debtor's estate pursuant to sections 364(c)(1) and 364(d)(1) of the Bankruptcy Code; ii. obtain up to $500,000 in postpetition litigation financing to allow the Creditors' Committee to investigate certain claims (the "Litigation DIP"); and iii. use the proceeds of the New DIP Loan pursuant to the Budget, including to repay the interim Montco DIP Loan. Elizabeth A. Green, Esq., at Baker & Hostetler, LLP, avers that the New DIP Loan resolves potentially expensive disputes between the Creditors' Committee and the Ad Hoc Noteholders regarding the extent of the Indenture Trustee's liens, removes substantial adequate protection barriers to approval of the Montco DIP Loan, funds an investigation that may lead to the recovery of funds for unsecured creditors, and will enable the Debtor to fund both its Chapter 11 Plan and P&A processes. Failure to obtain the New DIP Loan would gravely harm the Debtor and its creditors. Without access to stable DIP credit, the Debtor will almost certainly be forced to convert its case to Chapter 7 to the detriment of all parties in interest and to the detriment of its environmental liabilities. And the New DIP Loan gives the Debtor that access to DIP credit without the execution risks associated with the Montco DIP Loan. Global Resolution Aimed The Debtor is not withdrawing the Montco DIP Motion and has retained the right to move forward with the Montco DIP Motion on a final basis should necessary consensus not be reached. To be clear, the parties have not yet officially signed off on any global resolution as all parties reserve all rights with respect to such potential resolution and the New DIP Financing Motion. In particular, the DIP Lenders reserve the right not to move forward with this New DIP Loan if they are not confident in their availability of the Northstar Collateral to repay them. That being said, the Debtor is confident that the parties are close enough on a global resolution that the filing of this Motion is a prudent exercise of its business judgment. The Committee has filed a limited objection to the New DIP Loan, noting that although the Debtors are working to achieve consensus, consensus has not been reached. Among other objections, the New DIP Motion purports to require the Committee to relinquish and waive such rights as were granted by this Court in the Interim Order Authorizing Use of Cash Collateral. To be clear, at this time, the Committee has not yet agreed to waive any such rights or to relinquish any challenge to the extent, validity and priority of liens asserted by the Senior Secured Noteholders and the Indenture Trustee. Montco DIP Facility In February, the Debtors filed a motion seeking approval to obtain $7,750,000 of DIP financing from an affiliate of Montco Oilfield Contractors, LLC, known as OW DIP, LLC, that would allow the Debtors to borrow up to $7,750,000, with $1 million of that borrowing being available on an interim basis. In exchange for the DIP Loan, the Montco Affiliate would receive: (i) a superpriority administrative expense claim against the Debtor for the amount of the DIP Loan, plus origination fees amounting to $450,000 and costs and expenses up to $500,000; (ii) a first priority lien on, and security interest in, all unencumbered pre and post-petition property of the Debtor; (iii) a junior lien, and security interest in, all pre- and post-petition property of the Debtor; and (iv) first priority, senior priming liens on, and security interest in, an estimated $13.2 million in bond collateral expected to be returned to the estate upon completion of certain P&A contemplated by the Debtor's P&A Plan, P&A bond escrows, up to an additional $14 million that may become available upon resolution of the Debtor's sale of assets to Northstar, the Debtor's residual interest in any P&A escrows, any litigation rights, certain causes of action under Chapter 5 of the Bankruptcy Code and any proceeds or recovery recovered in respect of the Chapter 5 Causes of Action. The Term Sheet and DIP financing agreement also contemplate certain milestones requiring the Debtor to file a disclosure statement and plan of reorganization no later than March 8, 2016 and requiring any chapter 11 plan to go effective as of May 1, 2016, but no later than May 31, 2016. Various parties filed objections to the Montco DIP Financing. The United States, on behalf of the United States Department of the Interior, said it objects to the Motion, Term Sheet and P&A Planto the extent that they propose to decommission only a portion of the Debtor's operated properties while failing to provide any justification as to why other operated properties, or the Debtor's non-operated properties, are being excluded. The Ad Hoc Committee of Secured Noteholders in its objection noted that the Montco DIP Motion fails to provide holders of Secured Notes with any adequate protection, and that it has proposed post-petition financing to the Debtor on economic terms that are the same or better than the terms proposed by the Debtor and Montco. A copy of the interim order approving the Montco DIP financing is available for free at: http://bankrupt.com/misc/Black_Elk_651_Montco_Int_DIP_Ord.pdf * * * Counsel for Debtor: BAKER & HOSTETLER, LLP Elizabeth A. Green Pamela Gale Johnson 811 Main Street, Suite 1100 Houston, Texas 77002-6111 Telephone: (713) 646-1324 Facsimile: (713) 751-1717 E-mail: pjohnson@bakerlaw.com BAKER & HOSTETLER, LLP Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. SunTrust Center, Suite 2300 200 South Orange Avenue Orlando, FL 32801-3432 Telephone: (407) 649-4000 Facsimile: (407) 841-0168 E-mail: egreen@bakerlaw.com jparrish@bakerlaw.com - and - BAKER & HOSTETLER, LLP Jorian L. Rose, Esq. 45 Rockefeller Plaza New York, New York Telephone: (212) 589-4200 Facsimile: (212) 589-4201 E-mail: jrose@bakerlaw.com Counsel to Creditors Committee: OKIN & ADAMS LLP Matthew S. Okin Brian D. Roman David L. Curry, Jr. 1113 Vine St. Suite 201 Houston, Texas 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 E-mail: mokin@okinadams.com broman@okinadams.com dcurry@okinadams.com Attorneys for the United States: BENJAMIN C. MIZER Principal Deputy Assistant Attorney General KENNETH MAGIDSON United States Attorney RUTH A. HARVEY MARGARET M. NEWELL EUNICE RIM HUDSON Civil Division U.S. Department of Justice P.O. Box 875 Ben Franklin Station Washington, D.C. 20044-0875 Tel: (202) 307-0249 Attorneys for the Ad Hoc Committee: AKIN GUMP STRAUSS HAUER & FELD LLP Sarah Link Schultz Sarah J. Crow 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Telephone: 214.969.2800 E-mail: sschultz@akingump.com sjcrow@akingump.com - and - SULLIVAN & WORCESTER LLP Jeffrey R. Gleit 1633 Broadway New York, NY 10019 Telephone: 212.660.3043 E-mail: jgleit@sandw.com About Black Elk Energy Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. * * * On March 10, 2016, Judge Isgur entered an order providing that the exclusivity deadline contained in 11 U.S.C. Sec. 1121(b) is extended to March 24, 2016. The deadline contained in 1121(c)(3) shall be calculated based on the date on which a plan is timely filed. A hearing on whether to grant a further extension was slated for March 24. On March 7, 2016, the Ad Hoc Committee of Secured Noteholders comprising certain institutions holding, owning, and/or beneficially holding or owning various claims against Black Elk Energy Offshore Operations, LLC, Delaware Trust Company as Indenture Trustee and the Official Committee of Unsecured Creditors stipulated that the deadline for the UCC to commence an adversary proceeding pursuant to paragraph 6 of the Interim Order Authorizing Use of Cash Collateral is extended to March 21, 2016. BLACK ELK: Montco Services Agreement Approved --------------------------------------------- Judge Marvin Isgur in early March entered an order authorizing Black Elk Energy Offshore Operations, LLC, to enter into an Amended and Restated Turnkey Service Agreement with Montco Oilfield Contractors, LLC. Black Elk said that entry into the Montco Services Agreement is necessary for the Debtor to satisfy the plugging and abandonment obligations and liabilities of the Debtor and/or its subsidiaries in connection with the plugging and abandonment of wells and decommissioning oil and gas platforms, pipelines, other facilities and site clearances and cooperate fully with local, state and federal laws that require it to decommission certain oil and gas installations. A copy of the Order is available for free at: http://bankrupt.com/misc/Black_Elk_682_Montco_Deal_OK.pdf A copy of the Amended and Restated Turnkey Service Agreement dated Feb. 8, 2016, is available at: http://bankrupt.com/misc/Black_Elk_663_Turnkey_Pact.pdf About Black Elk Energy Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. BLUE EARTH: Asks Court to Set May 23 as Claims Bar Date ------------------------------------------------------- Blue Earth, Inc. and Blue Earth Tech, Inc. have filed a motion with the Bankruptcy Court for the establishment of May 23, 2016 (63 days after the Petition Date), as the deadline by which parties that wish to assert claims pursuant to Section 501 of the Bankruptcy Code must file proofs of claim or forever be barred from asserting those claims against them. The requested deadline is approximately two months earlier than what the Clerk of the Court normally sets. The Debtors maintained the requested schedule is necessary as they are required under the terms of their proposed debtor-in-possession financing to obtain approval of their disclosure statement no later than 75 days after the Petition Date and approval of a plan no later than 120 after the Petition Date. According to the Debtors, defining the scope of claims against them as early as practicable is necessary to facilitate formulation of a plan. "It is imperative for the Debtors to ascertain the universe of claims against the Debtors' estates before they solicit acceptances for their proposed plan," said John Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, attorney to the Debtors. The Bar Date will apply to each and every claim assertable by parties, whether of a general unsecured, priority, or secured status. According to Mr. Lucas, given that the Debtors will file their schedules of assets and liabilities and statements of financial affairs no later than 28 days after the Petition Date, parties will have access to customarily available information in determining whether to file a proof of claim against the Debtors. About Blue Earth Blue Earth, Inc. and its subsidiaries are comprehensive providers of alternative/renewable energy solutions for small and medium-sized commercial and industrial facilities. Blue Earth builds, manages, owns and operates independent power generation and management systems geared towards helping commercial and industrial building owners save energy and money, and reduce their carbon footprint. Blue Earth, Inc. and Blue Earth Tech, Inc. filed Chapter 11 bankruptcy petitions (Bankr. N.D. Calif. Case Nos. 16-30296 and 16-30297) on March 21, 2016. The petitions were signed by Robert G. Powell as CEO. The Debtors' other subsidiaries are not included in the filing. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel. Eos Capital Advisors LLC and Ice Glen Associates, LLC act as valuators of the Debtors' assets. Kurtzman Carson Consultants LLC represents the Debtors as claims and noticing agent. Judge Dennis Montali has been assigned the cases. BLUE EARTH: Employs KCC as Noticing and Claims Agent ---------------------------------------------------- Blue Earth, Inc., and Blue Earth Tech, Inc. seek permission from the Bankruptcy Court to appoint Kurtzman Carson Consultants LLC as their claims and noticing agent to, among other things: (a) serve as the Clerk of the Bankruptcy Court's notice agent to mail certain notices to the estate's creditors and parties-in-interest; (b) provide computerized claims and claims objections services; and (c) provide expertise, consultation, and assistance with claim processing and with other administrative information related to the Debtors' bankruptcy cases. The Debtors said the size of their creditor body makes it impractical for the Clerk to send notices and to maintain a claims register. With the large number of potential creditors that the Debtors have identified, they believe it is in the best interests of their estates and their creditors to hire KCC. The Debtors also may use KCC to provide them with training and consulting support necessary to enable them to effectively manage and reconcile claims, and to provide the requisite notices of the deadline for filing Proofs of Claim. KCC will be compensated based on the services it provides at the rates set forth in the Agreement. The Debtors have agreed to indemnify KCC. KCC represents it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Blue Earth Blue Earth, Inc. and its subsidiaries are comprehensive providers of alternative/renewable energy solutions for small and medium-sized commercial and industrial facilities. Blue Earth builds, manages, owns and operates independent power generation and management systems geared towards helping commercial and industrial building owners save energy and money, and reduce their carbon footprint. Blue Earth, Inc. and Blue Earth Tech, Inc. filed Chapter 11 bankruptcy petitions (Bankr. N.D. Calif. Case Nos. 16-30296 and 16-30297) on March 21, 2016. The petitions were signed by Robert G. Powell as CEO. The Debtors' other subsidiaries are not included in the filing. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel. Eos Capital Advisors LLC and Ice Glen Associates, LLC act as valuators of the Debtors' assets. Kurtzman Carson Consultants LLC represents the Debtors as claims and noticing agent. Judge Dennis Montali has been assigned the cases. BLUE EARTH: Jackson Investment Agrees to Provide $3M DIP Loan ------------------------------------------------------------- Blue Earth, Inc. and Blue Earth Tech, Inc. seek the Bankruptcy Court's permission to obtain a senior secured postpetition financing of up to $3 million, pursuant to a debtor-in-possession term sheet, dated as of March 21, 2016, from Jackson Investment Group, LLC, in its capacity as the DIP lender, to pay employees and vendors obligations. The Debtors further seek approval of the consensual use of cash collateral of Jackson Investment, which is also the Debtors' prepetition lender. "Without the proposed postpetition financing and use of cash collateral, the Debtors will not have any liquidity to operate their business, and therefore will be unable to fund ordinary course expenditures or pay the expenses necessary to administer their chapter 11 cases," Debra Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP, counsel to the Debtors, said. The multi-advance term loan bears an interest rate of 9% per annum, plus 2% upon default, payable monthly in arrears. The Debtors have proposed to grant automatically perfected security interests, liens and superpriority claims in favor of the DIP Lender to secure their repayment of all obligations under the DIP Credit Facility. The DIP Agreement provides the following plan and sale process milestones: (1) a plan of reorganization in form and substance acceptable to the DIP Lender for the Debtors shall have been filed with the Bankruptcy Court no later than 30 days after the Petition Date; (2) a disclosure statement in form and substance acceptable to the DIP Lender in respect of the Plan of Reorganization shall have been approved by an order of the Court in form and substance acceptable to the DIP Lender no later than 75 days after the Petition Date; (3) the Plan of Reorganization shall have been confirmed by an order of the Court in form and substance acceptable to the DIP Lender no later than 120 days after the Petition Date; and (4) the effective date of the Plan of Reorganization shall have occurred no later than 125 days after the Petition Date. The Debtors disclosed they were indebted to the Prepetition Lender for the aggregate principal balance of the Prepetition Secured Notes Obligations in an amount not less than approximately $21,747,056, as of the Petition Date. About Blue Earth Blue Earth, Inc. and its subsidiaries are comprehensive providers of alternative/renewable energy solutions for small and medium-sized commercial and industrial facilities. Blue Earth builds, manages, owns and operates independent power generation and management systems geared towards helping commercial and industrial building owners save energy and money, and reduce their carbon footprint. Blue Earth, Inc. and Blue Earth Tech, Inc. filed Chapter 11 bankruptcy petitions (Bankr. N.D. Calif. Case Nos. 16-30296 and 16-30297) on March 21, 2016. The petitions were signed by Robert G. Powell as CEO. The Debtors' other subsidiaries are not included in the filing. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel. Eos Capital Advisors LLC and Ice Glen Associates, LLC act as valuators of the Debtors' assets. Kurtzman Carson Consultants LLC represents the Debtors as claims and noticing agent. Judge Dennis Montali has been assigned the cases. BLUE EARTH: Wants 14-Day Extension to File Schedules ---------------------------------------------------- Blue Earth, Inc. and Blue Earth Tech, Inc. have asked the Bankruptcy Court to grant them a 14-day extension to file their schedules of assets and liabilities, statements of financial affairs and other documents, to April 18, 2016. They further seek waiver of the requirement to file a list of equity security holders within 14 days of the Petition Date. The Debtors said that while they are working diligently to assemble the information needed to complete their Schedules, the considerable amount of information necessary to provide a complete perspective of their financial situation requires significant effort and more time than is provided by Bankruptcy Rule 1007(c). The Office of the United States Trustee of the requested extension, the Debtors noted. Moreover, the Debtors maintained, preparing the list of equity security holders with last-known addresses and sending notices to all parties on the Equity List is unnecessary at this time and would create an additional expense without a concomitant benefit to the estates. According to the Debtors, to the extent equity security holders are entitled to distributions or entitled to vote on a Chapter 11 plan, those parties can nevertheless be provided with the appropriate bar date or plan-related notices and then have an opportunity to assert their interests. About Blue Earth Blue Earth, Inc. and its subsidiaries are comprehensive providers of alternative/renewable energy solutions for small and medium-sized commercial and industrial facilities. Blue Earth builds, manages, owns and operates independent power generation and management systems geared towards helping commercial and industrial building owners save energy and money, and reduce their carbon footprint. Blue Earth, Inc. and Blue Earth Tech, Inc. filed Chapter 11 bankruptcy petitions (Bankr. N.D. Calif. Case Nos. 16-30296 and 16-30297) on March 21, 2016. The petitions were signed by Robert G. Powell as CEO. The Debtors' other subsidiaries are not included in the filing. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel. Eos Capital Advisors LLC and Ice Glen Associates, LLC act as valuators of the Debtors' assets. Kurtzman Carson Consultants LLC represents the Debtors as claims and noticing agent. Judge Dennis Montali has been assigned the cases. BONANZA CREEK: Announced Reduced Workforce & Management Changes --------------------------------------------------------------- Bonanza Creek Energy, Inc., disclosed in a press release it has performed a corporate reorganization, which resulted in a total workforce reduction of 26 employees and 17 contractors. The reorganization aligns its employee base and general and administrative cost structure with the current commodity price environment and resulting anticipated activity level. Moreover, each of William J. Cassidy, executive vice president and chief financial officer, and Christopher I. Humber, executive vice president, general counsel and secretary, will separate from their positions with the Company. Mr. Cassidy joined the Company in 2013 and served as its executive vice president and chief financial officer. Mr. Humber joined the Company in 2012 as its executive vice president, general counsel and secretary immediately following its initial public offering. As a result of the reorganization and executive departures, the Company will incur a one-time charge of approximately $2.1 million related to severance payments, and expects its annual general and administrative expense and lease operating expense to be reduced by approximately $7.6 million and $3.1 million, respectively. James A Watt, chairman of the Company's Board of Directors commented, "On behalf of the Company, I would like to express our gratitude for the dedication of our current employees as well as those who will not be a part of the Bonanza Creek team as a result of this reorganization. We also wish to express our appreciation for the leadership provided by Bill and Chris during their times as Chief Financial Officer and General Counsel of the Company, respectively. Over their tenures with Bonanza Creek each have been key members of the executive management team. On behalf of the Board of Directors and all of our colleagues within the Bonanza Creek family, we thank all of our departing team members for their contributions to the Company and wish each of them the very best in their future endeavors." Mr. Cassidy will receive a separation pay of $831,000 while Mr. Humber will receive $761,966, as disclosed in a regulatory filing with the Securities and Exchange Commission. In connection with the termination of Mr. Cassidy's employment, the Board appointed Wade E. Jaques to serve as the Company's acting principal financial officer, effective as of March 31, 2016. Mr. Jaques, age 43, joined the Company on Dec. 8, 2010, as its controller, was promoted to chief accounting officer in September 2011 and was elected a vice president in November 2012. About Bonanza Creek Bonanza Creek is an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2, 2010, and went public in December 2011. Bonanza Creek reported a net loss of $745.54 million on $292.67 million of oil and gas sales for the year ended Dec. 31, 2015, compared to net income of $20.28 million on $558.63 million of oil and gas sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Bonanza Creek had $1.27 billion in total assets, $1.06 billion in total liabilities and $209.40 million in total stockholders' equity. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Bonanza Creek Energy Inc. to 'CCC' from 'B-'. The outlook is negative. Bonanza Creek carries a B2 corporate family rating from Moody's Investors Service. CARDIAC SCIENCE: Donald Welker No Longer Member of Committee ------------------------------------------------------------ The Office of the U.S. Trustee on March 23 announced that Donald Welker is no longer a member of the official committee of unsecured creditors of CS Estate Inc., formerly known as Cardiac Science Corporation. The committee is now composed of: (1) Cascadia Intellectual Property Patrick J. S. Inouye 12360 Lake City Way NE, Ste. 501 Seattle, WA 98125 206.381.3900 206.381.3999, fax info@cascadiaip.com patrick@cascadiaip.com (2) Modern Metal Products David C. Pfieffer 1200 12th Ave. NW P.O. Box 247 Owatonna, MN 55060 (507)451-7115 (507)451-0882, fax davep@mmpmodernmetal.com (3) Shell Case Limited Yuval Spector 4B, 12 Shipyard Lane Quarry Bay, Hong Kong 972-54-4452200 972-72-2740072, fax yuval@shell-case.com (4) Wild Connect Andrea Ott Merveldstrasse 6 Heitersheim 79423 Germany 49-7634-5265-12 49-7664-4056-018 49-7634-5265-66, fax a.ott@wild-connect.de Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external efibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wis. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. Judge Robert D. Martin presides over the case. The Debtor disclosed total assets of $45,335,596 plus an undetermined amount and $104,715,678 plus an undetermined amount as of the Chapter 11 filing. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. CFS 915 LLC is the largest creditor of the Debtor, and its $87 million prepetition loan is secured by substantially all of the Debtor's assets. CFS has agreed to provide $10 million in postpetition financing for the Debtor. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. In October 2015, the Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP. * * * The Debtor on Jan. 8, 2016 won approval from the Bankruptcy Court to sell substantially all of its assets to CFS 915 LLC. The sale closed on Jan. 25. As required by the parties Asset Purchase Agreement, the Debtor changed its name from "Cardiac Science Corporation" to "CS Estate, Inc." The Debtor filed a corresponding motion to amend the case caption to reflect the name change. CHINA GINSENG: Xiaohua Cai Resigns as Chief Marketing Officer ------------------------------------------------------------- Mr. Xiaohua Cai tendered on March 21, 2016, his resignation to China Ginseng Holdings, Inc., as the chief marketing officer of the Company. As disclosed in a regulatory filing with the Securities and Exchange Commission, Mr. Cai's resignation did not result from any disagreement regarding any matter related to the Company's operations, policies or practices. On the same day, the Company's Board of Directors accepted Mr. Cai's resignation and simultaneously appointed Ms. Xiaolin Li as its CMO and Ms. Baolan Wu as its chief operations officer. Ms. Li has extensive experience in marketing industry. Ms. Li had been the marketing director of Renlongxiang pharmaceutical Heilong Jiang Province from 2003 to 2015. Ms. Li graduated from Jiamusi University in 1994 with a bachelor degree and major in Chinese Language. Ms. Wu has extensive experience in pharmaceutical industry and accounting experience. Ms. Wu had been the CFO of Heilongjiang Wanchong Pharmaceutical Co., Ltd from October 1993 to May 2013 and she had been general manager of Xingcheng Heilongjiang from May 2013 to March 2016. Ms. Wu graduated from Heilongjiang Commercial Institute in 1988 with a bachelor degree and major in accounting. The Company said it is currently negotiating the terms of Ms. Li and Ms. Wu's employment agreements, and will file a copy of the agreement when it becomes available. Meanwhile, on March 19, 2016, the company hosted a conference at which they did a presentation to potential distributors of Ginseng juice product and those investors of their new eye-protection project. A copy of CSNG Distributor Conference Presentation is available for free at http://is.gd/9h4Lnr About China Ginseng Changchun City, China-based China Ginseng Holdings, Inc., conducts business through its four wholly-owned subsidiaries located in China. The Company has been granted 20-year land use rights to 3,705 acres of lands by the Chinese government for ginseng planting and it controls, through lease, approximately 750 acres of grape vineyards. However, recent harvests of grapes showed poor quality for wine production which indicates that the vineyards are no longer suitable for planting grapes for wine production. Therefore, the Company has decided not to renew its lease for the vineyards with the Chinese government upon expiration in 2013 and, going forward, it intends to purchase grapes from the open market in order to produce grape juice and wine. China Ginseng reported a net loss of $3.90 million on $272,600 of revenue for the year ended June 30, 2015, compared with a net loss of $4.76 million on $2.61 million of revenue for the year ended June 30, 2014. As of Dec. 31, 2015, China Ginseng had $8.49 million in total assets, $19.93 million and a total stockholders' deficit of $11.97 million. Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company had net losses of $3.90 million and $4.76 million for the years ended June 30, 2015 and 2014, respectively, an accumulated deficit of $18.1 million at June 30, 2015 and a working capital deficit of $16.5 million at June 30, 2015, and there are existing uncertain conditions the Company faces relative to its ability to obtain working capital and operate successfully. These conditions raise substantial doubt about its ability to continue as a going concern. COLONIAL PENNIMAN: Case Summary & Unsecured Creditor ---------------------------------------------------- Debtor: Colonial Penniman, LLC 213 Ingram Road Williamsburg, VA 23188 Case No.: 16-50394 Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court Eastern District of Virginia (Newport News) Judge: Hon. Frank J. Santoro Debtor's Counsel: Greer W. McCreedy, II, Esq. THE MCCREEDY LAW GROUP, PLLC 413 West York St Norfolk, VA 23510 Tel: (757)233-0045 Fax: 757-233-7661 E-mail: McCreedy@McCreedylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by C. Lewis Waltrip, II, Trustee, manager. The Debtor listed James City County Treasurer as its largest unsecured creditor holding a claim of $1. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/vaeb16-50394.pdf COMBIMATRIX CORP: Closes Offering of 8,000 Units ------------------------------------------------ CombiMatrix Corporation disclosed in a regulatory filing with the Securities and Exchange Commission it completed a registered underwritten public offering of an aggregate of 8,000 units, with each unit consisting of one share of Series F Convertible Preferred Stock and 258.397875 Warrants each to purchase one share of Common Stock. Immediately after completion of the Offering, the Company issued an aggregate of 195,095 shares of Common Stock upon conversions of Series F Convertible Preferred Stock by holders thereof. As a result of these issuances, the Company has 1,052,024 shares of Common Stock issued and outstanding. In addition, immediately after completion of the Offering, the Company repurchased all of its outstanding Series E 6% Convertible Preferred Stock pursuant to the terms of the previously reported Series E 6% Preferred Stock Repurchase Agreement dated Feb. 4, 2016. Certificate of Designation On March 21, 2016, CombiMatrix filed with the Delaware Secretary of State a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, that created its new Series F Convertible Preferred Stock, authorized 8,000 shares of Series F Convertible Preferred Stock and designated the preferences, rights and limitations of the Series F Convertible Preferred Stock. The Series F Convertible Preferred Stock is non-voting (except to the extent required by law and except for certain consent rights described in the certificate of designation), but ranks senior to the Common Stock with respect to distributions upon a deemed dissolution, liquidation or winding-up of the Company. About Combimatrix Combimatrix specializes in pre-implantation genetic screening, miscarriage analysis, prenatal and pediatric healthcare, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Its clinical lab and corporate offices are located in Irvine, California. Combimatrix reported a net loss of $6.60 million in 2015 compared to a net loss of $8.70 million in 2014. As of Dec. 31, 2015, the Company had $7.92 million in total assets, $2.06 million in total liabilities and $5.85 million in total stockholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has limited working capital and a history of incurring net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CTI BIOPHARMA: Fails to Comply with NASDAQ's $1 Bid Price Rule -------------------------------------------------------------- CTI BioPharma Corp. received, on March 22, 2016, a notice from the staff of the listing qualifications department of The NASDAQ Stock Market indicating that for 30 consecutive business days the closing bid price of the Company's common stock was below the minimum $1.00 per share requirement for continued listing of the Company's common stock on The NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). This notification has no immediate effect on the listing of or the ability to trade the Company's common stock on The NASDAQ Capital Market. NASDAQ Listing Rule 5810(c)(3)(A) provides the Company with a grace period of 180 calendar days, or until Sept. 19, 2016, to regain compliance with the minimum closing bid price requirement. The Company will achieve compliance if the closing bid price of the Company's common stock is $1.00 per share or more for a minimum of 10 consecutive business days before Sept. 19, 2016, in which case the staff of the listing qualifications department of The NASDAQ Stock Market will provide the Company with written confirmation of compliance, and the matter will be closed. In the event the Company does not regain compliance with NASDAQ Listing Rule 5550(a)(2) within this compliance period, the Company may be eligible for an additional 180 days to regain compliance if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement, and provides written notice of its intention to cure the deficiency during the second compliance period. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $122.62 million on $16.11 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $95.99 million on $60.07 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $144.33 million in total assets, $96.91 million in total liabilities and $47.41 million in total shareholders' equity. The Company's independent registered public accounting firm included an explanatory paragraph in its reports on its consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, and for the year ended Dec. 31, 2014, regarding their substantial doubt as to the Company's ability to continue as a going concern. The Company said that although its independent registered public accounting firm removed this going concern explanatory paragraph in its report on our Dec. 31, 2015, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. According to the Company, the inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of its common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and the Company cannot guarantee that it will not receive such an explanatory paragraph in the future. CTI BIOPHARMA: OKs $552K in 2015 Bonuses for Executive Officers --------------------------------------------------------------- The Employment Agreement by and between CTI BioPharma Corp. and James A. Bianco, the Company's chief executive officer and president, provides that the Company will generally pay any cash incentive due to Dr. Bianco for a completed year not later than 90 days after the end of that year. Accordingly, on March 17, 2016, the Compensation Committee of the Company's Board of Directors approved bonuses for 2015 for the Company's named executive officers (as identified in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2016). On page 49 of the Proxy Statement, the Company noted that, at the time the Proxy Statement was filed with the Securities and Exchange Commission, the Compensation Committee had not determined cash incentives under the Company's 2015 cash incentive program or any discretionary bonuses for 2015 for the named executive officers and that, when these amounts (if any) were determined, the Company would file a report with the SEC on Form 8-K to provide the incentive amounts and a new total compensation figure for each of the named executive officers. The Compensation Committee determined to award bonuses for the named executive officers who participated in the 2015 cash incentive program in the following amounts (expressed as a percentage of the executive's base salary): Dr. Bianco, 41.5%; Mr. Bianco, 25%; Dr. Singer, 30%; and Dr. Plunkett, 25%. Mr. Seeley did not receive a cash incentive for 2015 since he first became an executive during 2015 and was not a participant in the Company’s 2015 cash incentive program. Bonuses for 2015 Name 2015 Bonus ---- ---------- James A. Bianco, M.D. $269,750 Chief Executive Officer and President Louis A. Bianco $90,000 Executive Vice President, Finance and Administration Jack W. Singer, M.D. $111,000 Executive Vice President, Chief Scientific Officer, Interim Chief Medical Officer and Global Head of Translational Medicine Matthew Plunkett, Ph.D. $81,250 Executive Vice President, Chief Business Officer Bruce J. Seeley - Executive Vice President, Chief Commercial Officer A table summarizing compensation for fiscal years 2013, 2014 and 2015 for services rendered to the Company by the named executive officers is available for free at http://is.gd/xUzZtI About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $122.62 million on $16.11 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $95.99 million on $60.07 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $144.33 million in total assets, $96.91 million in total liabilities and $47.41 million in total shareholders' equity. The Company's independent registered public accounting firm included an explanatory paragraph in its reports on its consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, and for the year ended Dec. 31, 2014, regarding their substantial doubt as to the Company's ability to continue as a going concern. The Company said that although its independent registered public accounting firm removed this going concern explanatory paragraph in its report on our Dec. 31, 2015, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. According to the Company, the inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of its common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and the Company cannot guarantee that it will not receive such an explanatory paragraph in the future. DIFFUSION PHARMACEUTICALS: Incurs $23.8 Million Net Loss in 2015 ---------------------------------------------------------------- Diffusion Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $23.8 million on $0 of revenues for the year ended Dec. 31, 2015, compared to a net loss of $14.4 million on $0 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Diffusion had $19.9 million in total assets, $3.47 million in total liabilities and $16.43 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and its present financial resources raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/pEI8xB About Diffusion Pharmaceuticals Diffusion Pharmaceuticals, as surviving entity in its merger with RestorGenex, is a clinical stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead drug, trans sodium crocetinate (TSC), for use in the many cancer types in which tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of current treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of treatments such as radiation therapy and chemotherapy, without the apparent addition of any serious side effects. TSC has potential application in other indications involving hypoxia, such as stroke and neurodegenerative diseases. ELBIT IMAGING: Closes First Tranche of Radisson Hotel Refinancing ----------------------------------------------------------------- Elbit Imaging Ltd. disclosed further to its announcement dated March 10, 2016, that its approximately 98% holding subsidiary, Bucuresti Turism S.A. has reached the effective date for the drawdown of the first tranche of the loan in the total amount of Euro 85 million under the Amended and Restated Facility Agreement between BUTU, as borrower, Raiffeisen Bank International A.G and Raiffeisen Bank S.A., leading international European banks, as lenders and the Company as guarantor. The amount received by the Company, after the refinance of certain outstanding loans under the original facility agreement, is approximately Euro 24.4 million, out of which an amount of Euro 15 million will be used for the prepayment of the loan to Bank Hapoalim B.M, as per the amendment to the loan agreement with Bank Hapoalim B.M, as the Company announced on March 22, 2016. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELEPHANT TALK: Obtains $1.23 Million From Units Offering -------------------------------------------------------- As disclosed in a regulatory filing with the Securities and Exchange Commission, Elephant Talk Communications Corp. consummated a series of closings of its private placement offering of Units to "accredited investors" for aggregate gross proceeds of $1,231,000, from Feb. 22, 2016, through March 21, 2016. The Closings are part of a "best efforts" private placement offering of up to $4,200,000. The Company sold an aggregate of 41 units for $30,000 per Unit at the Closings. Each Unit consists of: (i) one 9% unsecured subordinated convertible promissory note in the principal amount of $30,000 which is convertible into shares of common stock of the Company, $.00001 par value, at the option of the holder at a conversion price of $.30 per share, subject to certain exceptions; and (ii) a five-year warrant to purchase 100,000 shares of Common Stock at an exercise price of $.30 per share, subject to certain exceptions. The Company and the Placement Agent agreed to reduce the exercise price of all of the Warrants issued in the Offering from $.45 per share to $.30 per share. Additionally, the Company will pay to each investor that participated in the Offering an amount equal to 10% of such investors original investment in cash; provided, however, the Cash Payment will be made if and only if the sale of the Company's wholly owned subsidiaries, ValidSoft Ltd and ValidSoft UK Limited is consummated prior to Dec. 31, 2016. The Warrants entitle the holders to purchase shares of Common Stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months period after the first 24 months following the issuance date. The Company is also obligated to file a registration statement registering the Note Shares and Warrant Shares within 45 days of the final closing of the Offering. In connection with the Offering, the Company retained a registered FINRA broker dealer to act as the placement agent. For acting as the placement agent, the Company agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to 7% of the aggregate gross proceeds raised by the Placement Agent in the Offering, (ii) a non-accountable expense allowance of up to 1% of the aggregate gross proceeds raised by the Placement Agent in the Offering, and (iii) at the final Closing one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the Notes sold in this Offering at an exercise price of $.30 and one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the Warrants sold in this Offering at an exercise price of $.45. At the Closings, the Company paid to the Placement Agent an aggregate of approximately $63,229 for its service as placement agent and for other fees and expenses. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $21.9 million in 2014, a net loss of $25.5 million in 2013 and a net loss of $23.1 million in 2012. As of Sept. 30, 2015, the Company had $30.7 million in total assets, $14.3 million in total liabilities and $16.4 million in total stockholders' equity. ELEPHANT TALK: Open to Other Potential Buyers for ValidSoft ----------------------------------------------------------- Elephant Talk Communications Corp. provided its shareholders with an update on its divestiture of its wholly-owned subsidiary ValidSoft Limited (together with its wholly-owned subsidiary ValidSoft Limited UK). On March 22, 2016, Elephant Talk provided Cross River Initiatives LLC (the "Buyer") with a notice of default on the Binding Letter Agreement dated Feb. 17, 2016, between the Buyer and the Company concerning the proposed purchase of ValidSoft and governing certain important matters relating to the interim financing of ValidSoft's business and operations. The Company said that while it will not totally foreclose consummating the ValidSoft sale transaction with the Buyer as originally contemplated, the Company will no longer give preference or exclusivity to the Buyer. The Company is working with an investment bank to evaluate strategic options regarding the planned divestiture of ValidSoft. As disclosed in a regulatory filing with the Securities and Exchange Commission, the Buyer is in default under the Agreement for failing to close the ValidSoft Sale by March 21, 2016, and to meet the on-going payment of ValidSoft's working capital expenditures as required by the Agreement. As of March 21, 2016, the Buyer was obligated to pay to the Company a sum of $481,250. The Buyer has, as of March 23, only paid $200,000 (in two equal tranches, which payments were also not timely in accordance with the Agreement), leaving an overdue amount of $281,250 as at March 21, 2016. As provided by the terms of the Agreement, the $500,000 previously loaned by the Buyer to the Company and the $200,000 working capital contribution may be rolled into the Company's 9% Note and Warrant private financing. The 9% Note and Warrant will contain the same terms as those in the notes and warrants issued in the Company's private financing. Hal Turner, Executive Chairman of the Board of ET, commented, "While we continue to have ongoing discussions with the Buyer concerning the proposed purchase of ValidSoft, in the best interest of our shareholders, we cannot extend the Buyer preference or exclusivity. We are working with an investment bank to evaluate strategic alternatives for the asset and remain optimistic that a transaction will be consummated in line with the Company's stated restructuring activities. Despite the setback in the divestiture of ValidSoft, the Company's restructuring plan is otherwise progressing on track and further details will be forthcoming on our earnings release and conference call later this month." About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $21.9 million in 2014, a net loss of $25.5 million in 2013 and a net loss of $23.1 million in 2012. As of Sept. 30, 2015, the Company had $30.7 million in total assets, $14.3 million in total liabilities and $16.4 million in total stockholders' equity. EMERALD OIL: Files Chapter 11 Petition to Facilitate Sec. 363 Sale ------------------------------------------------------------------ Emerald Oil, Inc. on March 23 disclosed that the Company and its subsidiaries filed voluntary Chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), initiating a process intended to preserve value and accommodate an eventual going-concern sale of Emerald's business operations. Emerald has obtained $20 million in post-petition debtor in possession financing, which, subject to Bankruptcy Court approval, will provide the Company with liquidity to maintain its operations in the ordinary course of business during the Chapter 11 process. Prior to the Chapter 11 filing, Emerald executed a Non-Binding Term Sheet with Latium Enterprises, Inc. ("Latium") pursuant to which Latium has proposed to purchase substantially all of Emerald's assets and, subject to lender and Bankruptcy Court approval, would serve as a "stalking horse" in a sale process under section 363 of the Bankruptcy Code. The Term Sheet is non-binding and such transaction is subject to, among other things, Latium's performance of certain due diligence analysis and the parties negotiating mutually acceptable terms of definitive transaction agreements. Emerald intends for such a sale, if consummated, to ensure a smooth and swift transition of the business and operations to Latium, which would be supported by a stronger balance sheet due to a significantly lower debt burden. If acquired by Latium as part of the anticipated transaction, the Emerald business would expect to be able to remain committed to continued operations in North Dakota. In accordance with the sale process under section 363 of the Bankruptcy Code, notice of the proposed sale to Latium would be given to third parties and competing bids solicited. An independent committee of Emerald's board of directors will be established to, in consultation with an independent investment bank and a financial advisor, manage the bidding process and evaluate bids. The Company intends to continue its normal business operations throughout the sale process and has asked the Bankruptcy Court to approve certain Company requests to protect employees, trade creditors, vendors and suppliers, thereby allowing for its operations to continue uninterrupted during the Bankruptcy Court supervised sale process. McAndrew Rudisill, President and Chief Executive Officer of Emerald, said, "The plan we are announcing today will provide for continuity in Emerald's current and future business operations. This process is the only path going forward and should enable the business to execute a turnaround in the current low oil price environment. Importantly, Emerald's plan and the Latium transaction would allow the business to continue to operate and would provide a sound path for potential recovery for Company stakeholders." Like many other exploration and production companies, Emerald's operations have been significantly impacted by the dramatic decline in oil prices, the continued low prices of oil and natural gas, and the general uncertainty in the energy markets. These macro-economic factors, coupled with Emerald's substantial debt obligations, resulted in the Company's decision to explore strategic restructuring alternatives to reduce its debt and achieve a sustainable capital structure. Over the last nine months the Company explored and presented multiple solutions to its lenders to solve the Company's current financial condition, however the Company was unable to obtain the requisite lender consent. Emerald continues to evaluate and discuss alternatives with its stakeholders and believes that an in-court sale process will maximize value and position Emerald for future profitability. Court filings and other information related to the restructuring proceedings are available at a website administered by the Company's claims agent, Donlin Recano, at www.donlinrecano.com/emerald Intrepid Partners, LLC is serving as investment banker for Emerald, Kirkland & Ellis LLP is serving as legal counsel, and Opportune LLP is serving as financial advisor with Wade Stubblefield of Opportune serving as Chief Restructuring Officer. About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. EMERALD OIL: Proposes Procedures to Protect NOLs ------------------------------------------------ Emerald Oil, Inc., et al., are seeking approval from the Bankruptcy Court of certain notification and hearing procedures related to certain transfers of Debtor Emerald Oil's existing common stock and existing series B voting preferred stock to ensure preservation of their net operating losses. A company generates NOLs if the operating expenses it has incurred exceed the revenues it has earned during a single tax year. A company may apply, or "carry forward," NOLs to reduce future tax payments in a tax year or years up to 20 years after the year in which the NOLs were generated. The Debtors estimate at as of Dec. 31, 2014, they have NOLs in the approximate amount of $101 million, translating to potential future tax savings of approximately $38 million. The NOLs are of significant value to the Debtors and their estates because such NOLs may be utilized by the Debtors to offset any taxable income generated by transactions consummated during these Chapter 11 cases. However, Section 382 of the IRC limits the amount of taxable income that can be offset by a corporation's NOLs in taxable years following an ownership change. Generally, an "ownership change" occurs if the percentage (by value) of the stock of a corporation owned by one or more 5 percent shareholders has increased by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the three-year testing period ending on the date of the ownership change. To maximize the use of the NOLs and enhance recoveries for their stakeholders, the Debtors seek limited relief that will enable them to closely monitor certain transfers of Common Stock or Preferred Stock so as to be in a position to act expeditiously to prevent those transfers, if necessary, with the purpose of preserving the NOLs. Proposed Procedures (a) Any person or entity that has Beneficial Ownership of 4.5 percent or more of the Common Stock or Preferred Stock must serve and file a declaration of status as a substantial holder. (b) Prior to effectuating any transfer of the Common Stock or Preferred Stock that would (a) increase or decrease a Substantial Holder's Beneficial Ownership, or (b) would result in another person or entity becoming or ceasing to be a Substantial Holder, the parties to such transaction must serve and file a Declaration of Proposed Transfer. (c) The Debtors have 30 calendar days after receipt of a Declaration of Proposed Transfer to object to the proposed transaction. (d) If the Debtors timely object, the proposed transaction will remain ineffective pending a final and non-appealable order of the Court, unless the Debtors withdraw such objection. (e) If the Debtors do not object, the proposed transaction may proceed solely as described in the Declaration of Proposed Transfer. Any transfer of the Equity Securities in violation of the Procedures is null and void ab initio. About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. EMERALD OIL: Requests May 6 Deadline to File Schedules ------------------------------------------------------ Emerald Oil, Inc., et al., asked the Bankruptcy Court to extend their deadline to file their schedules of assets and liabilities, schedules of current income and expenditures, schedules of executory contracts and unexpired leases, and statements of financial affairs through May 6, 2016. The Debtors said collecting the necessary information requires an enormous expenditure of time and effort when these resources would be best used to stabilize their business operations. The Debtors maintained that although they are mobilizing their employees to work diligently and expeditiously on preparing the Schedules and Statements, resources are strained. "Given the amount of work entailed in completing the Schedules and Statements and the competing demands on the Debtors' employees and professionals to assist in efforts to stabilize business operations during the initial postpetition period, the Debtors likely will not be able to properly and accurately complete the Schedules and Statements within the required time period," according to Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, attorney for the Debtors. About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. EMERALD OIL: Seeks Joint Administration of Cases ------------------------------------------------ Emerald Oil, Inc., and its debtor affiliates have asked the Bankruptcy Court to jointly administer their Chapter 11 cases. In their motion filed with the Court, the Debtors said given the integrated nature of their operations, joint administration will provide significant administrative convenience without harming the substantive rights of any party-in-interest. Specifically, the Debtors maintained, joint administration will reduce fees and costs by avoiding duplicative filings and objections and allow the Office of the United States Trustee for the District of Delaware and all parties-in-interest to monitor these Chapter 11 cases with greater ease and efficiency. The Debtors requested that one file and one docket be maintained for all of the jointly administered cases under the case of Emerald Oil, Inc., Case No. 16-10704. About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. EMERALD OIL: Taps Donlin Recano as Claims and Noticing Agent ------------------------------------------------------------ Emerald Oil, Inc., and its debtor affiliates filed an application with the Bankruptcy Court for the employment of Donlin, Recano & Company, Inc., as their claims and noticing agent in lieu of the Clerk of the United States Bankruptcy Court for the District of Delaware, effective nunc pro tunc to the Petition Date. The Debtors anticipate that there will be more than 200 entities to be noticed. In view of the number of anticipated claimants and the complexity of their businesses, the assert that the appointment of the Claims and Noticing Agent is both necessary and in the best interests of their estates and their creditors because they will be relieved of the burdens associated with the Claims and Noticing Services. The Debtors request that the undisputed fees and expenses incurred by Donlin Recano be treated as administrative expenses of their estates and be paid in the ordinary course of business without further application to or order of the Court. Pursuant to the Services Agreement, the Debtors provided the Claims and Noticing Agent an initial retainer of $40,000 prior to the Petition Date. Donlin Recano represents it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. ESTATE FINANCIAL: Trustee Taps Silicon Forensics as Consultant -------------------------------------------------------------- Thomas P. Jeremiassen, acting chapter 11 trustee for Estate Financial, Inc., asks permission from the U.S. Bankruptcy Court for the Central District of California to employ Silicon Forensics, Inc., as consultant. Silicon will provide consultation services that include the collection, processing, storage, and management of electronically-stored information currently held, or which will be obtained in the future, by the Trustee, his counsel, his accountants, and his financial advisors, effective as of July 13, 2015. The services to be provided by Silicon were previously provided by Intelligent Discovery Solutions, Inc., which is no longer employed by the Trustee, and include the licensing to the Trustee and management of a third-party online-based document storage and management software program. According to the trustee, effective July 13, 2015, James Vaughn and other members of IDS who were primarily responsible for the IDS engagement left IDS and joined Silicon. James Vaughn, a CFCE, EnCE, and managing director of Silicon, tells the Court that the hourly rates of Silicon professionals are: Hourly Billing Rates -------------------- Associate/Project Manager $150 - $185 Consultant/Sr. Consultant $190 - $250 Managing Consultant/Senior Managing Consultant $275 - $350 Director/Managing Director $375 - $500 To the best of the trustee's knowledge, Silicon is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James Vaughn, CFCE, EnCE Managing Director Silicon Forensics, Inc. 1242 E. Lexington Ave. Pomona, CA 91766 Tel: (909) 632-1797 E-mail: jvaughn@siliconforensics.com The trustee is represented by: Robert B. Orgel, Esq. Jeffrey L. Kandel, Esq. Cia H. Mackle, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, California 90067-4003 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: jkandel@pszjlaw.com About Estate Financial Estate Financial, Inc., was a licensed real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC, which was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457) on June 25, 2008. EFI consented to the bankruptcy petition on July 16, 2008. In its schedules, Estate Financial disclosed total assets of $27.4 million, and total debt of $7.32 million. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, serve as counsel to the Debtor. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, serve as counsel to the official committee of unsecured creditors. FASHION OUTLET: Jones Lang LaSalle to Hold Auction Today -------------------------------------------------------- Jones Lang LaSalle, on behalf of Primm Mezz Holdingss LLC, the assignee of BREF III Series B LLC, offers for sale at public auction today March 28, 2016, at 3:00 p.m., in the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York, in connection with a uniform commercial code sale, 100% of the limited liability company membership interest in Fashion Outlet of Las Vegas LLC, which is the sole owner of the outlet mall shopping center commonly known as the "Fashion Outlets of Las Vegas" locate 32100 Las Vegas Blvd., South, Primm, Nevada. The interest are owned by Talisman LV Fashion LLC, having its principal place of business at 1801 NE 123rd Street, Suite 305, North Miami, Florida. BREF III Series, as lender, has made a loan ("Mezzanine Loan") to the Talisman LV. In connection with the mezzanine loan, Talisman LV has granted to BREF III Series a first priority lien on the interest pursuant tot hat certain pledge and security agreement. Prior of the sale, BREF III Series will assign the mezzanine loan and related documents to Primm Mezz. Primm Mezz is offering the interests for sale in connection with the foreclosure on the pledge of the interests. The mezzanine loan is subordinate to a mortgage loan and other obligations and liabilities of Fashion Outlet or otherwise affecting the property. All bids must be for cash, and the successful bidder must be prepared to deliver immediately available good funds with 24 hours after the sale and otherwise comply with the bidding requirements. Further information concerning the interests, the requirements for obtaining information and bidding on the interests and the terms of sale can be found at http://www.fashion-outlets-of-las-vegas-ucc-foreclosure.com. Kelly Gaines Brett Rosenberg Jones Lang LaSalle 330 Madison Avenue, 4th Floor New York, NY 10017 Tel: +1 212-812-5907, +1 212-812-5926 Email: kellogg.gaines@am.jll.com brett.rosenberg@am.jll.com FINJAN HOLDINGS: Awarded 27th Patent for Computer Security System ----------------------------------------------------------------- Finjan Holdings, Inc., and its subsidiary Finjan, Inc. announced that on March 22, 2016, the United States Patent & Trademark Office issued U.S. Patent No. 9,294,493 ("the '493 Patent") to subsidiary Finjan, entitled "Computer Security Method and system with Input Parameter Validation". "The issuance of the '493 Patent brings our organically grown cybersecurity portfolio to 27 U.S. patents, proving that our core technology is sustainable, worthy of patent protection, and increases the value of our portfolio to our licensees and prospective licensees," commented Julie Mar-Spinola, Finjan Holding's Chief IP Officer. Separately, on March 21, 2016, the USPTO's Patent Trial and Appeal Board granted Palo Alto Networks' Petition to institute invalidity proceedings to hear evidence and argument on whether certain claims of U.S. Patent No. 8,141,154 ("the "154 Patent") are invalid in light of prior art asserted by Palo Alto Networks (IPR2015-01979). In contrast, on March 23, 2016, the PTAB rejected Palo Alto Networks, Inc.'s petition for IPR (IPR2015-02000) of Finjan's U.S. Patent No. 7,418,731 ("the '731 Patent"). Specifically, the PTAB held that Palo Alto Networks failed to demonstrate a reasonable likelihood that it would prevail in proving that any of the claims of the '731 Patent is invalid. "With respect to the two separate decisions by PTAB regarding Palo Alto Networks' petitions for IPR, we are eager to prove once more that the '154 Patent is patentable over prior art asserted by Palo Alto Networks, and satisfied with the PTAB's reconfirmation of the validity of the '731 Patent in its entirety," said Mar-Spinola. Palo Alto Networks filed a total of 13 IPRs against 10 of Finjan's asserted patents, with 11 IPR Petitions pending before the PTAB. Three petitions are expected to be decided by the PTAB by April 6, 2016, and the remaining eight petitions are expected to be decided by the PTAB by May 17, 2016. Summary of Palo Alto Networks' IPR challenges against Finjan Patents: '154 Patent - IPR2015-01547: Instituted '731 Patent - IPR2015-02000: Denied Finjan also has pending infringement lawsuits against FireEye, Inc., Proofpoint Inc., Symantec Corp., Sophos, Inc., and Blue Coat Systems, Inc. relating to, collectively, more than 20 patents in the Finjan portfolio. The court dockets for the foregoing cases are publicly available on the Public Access to Court Electronic Records (PACER) website, www.pacer.gov, which is operated by the Administrative Office of the U.S. Courts. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan reported a net loss of $10.47 million in 2014 following a net loss of $6.07 million in 2013. As of Sept. 30, 2015, the Company had $9.93 million in total assets, $2.66 million in total liabilities and $7.27 million in total stockholders' equity. FINJAN HOLDINGS: Incurs $12.6 Million Net Loss in 2015 ------------------------------------------------------ Finjan Holdings, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $12.60 million on $4.68 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.47 million on $4.99 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Finjan had $9.20 million in total assets, $2.85 million in total liabilities and $6.34 million in total stockholders' equity. The Company recognized other income of approximately $1.3 million and $1 million for the years ended Dec. 31, 2015, and 2014, respectively. Other income was derived primarily from investing activities and gain on settlements. The Company's gain on investing activities through a liquidity event in a cybertechnology fund was $1.3 million for the year ended Dec. 31, 2015 and $0 during 2014. The Company's gain on settlements, net of legal costs, was $0 for the year ended Dec. 31, 2015, and approximately $1.0 million during the year ended Dec. 31, 2014, representing the second and third of three equal installment payments payable from one of the two parties in the 2010 Litigation. The Company's interest income decreased by approximately $77,000, or 86%, to approximately $13,000 for the year ended Dec. 31, 2015, as compared to the year ended Dec. 31, 2014. Interest income decreased due to the cash balance on hand during 2015 and $0 interest earned on settlements, as compared to 2014. The Company's income tax provision remained the same, approximately $5,000 for the years ended 2015 and 2014. As of Dec. 31, 2015, the Company had approximately $6.1 million of cash and cash equivalents and $3.6 million of working capital. The decrease in the Company's cash and cash equivalents of approximately $11.4 million from $17.5 million in 2014 is primarily attributable to approximately $11.3 million used in operations and $0.8 million capital call from the venture capital fund in which the company invests in, offset by approximately $4.7 million received from license agreements during 2015, $0.8 million received from the venture capital fund during 2015, and collection of $2 million in accounts receivable from 2014. A full-text copy of the Form 10-K is available for free at: http://is.gd/MWRQWF About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. FORESIGHT ENERGY: Forbearance Pacts Extended Anew to March 29 ------------------------------------------------------------- As disclosed in a regulatory filing with the Securities and Exchange Commission, Foresight Energy LLC and Foresight Energy Finance Corporation, together with Foresight Energy LP and certain other subsidiaries of Foresight Energy LP again extended the term of the existing forbearance agreement that was entered into on Dec. 18, 2015, with certain holders of the Issuers' 7.875% Senior Notes due 2021. As a result of the extension, the forbearance period runs through March 29, 2016, unless further extended by the Consenting Noteholders in their sole discretion or unless earlier terminated in accordance with its terms. Foresight Receivables LLC, together with the Partnership, extended the term of the forbearance agreement that was entered into on Jan. 27, 2016, with certain lenders under Foresight Receivables' receivables financing agreement. As a result of the extension, the forbearance period runs through March 29, 2016, unless further extended by the Consenting Lenders in their sole discretion or unless earlier terminated in accordance with its terms. As disclosed in the filing, the extensions are intended to provide additional opportunity to engage in discussions and negotiations with the holders of the Notes and their secured lenders. About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Foresight had $1.83 billion in total assets, $1.81 billion in total liabilities and $18.88 million in total partners' capital. 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 Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * The Troubled Company Reporter on March 22, 2016, reported that 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-'. FOUNTAINS OF BOYNTON: Moves Cash Collateral Hearing to April ------------------------------------------------------------ Fountains of Boynton Associates, Ltd., asked the U.S. Bankruptcy Court for the Southern District of Florida to continue the March 18 final hearing on the emergency motion for authority to use cash collateral until the week of April 11. The Debtor explained that it needs the continuance in order to provide additional financial information to creditor, Hanover Acquisition 3, LLC pursuant to an interim cash collateral order. Hanover does not object to the continuance. Attorneys for the Debtor: SHRAIBERG, FERRARA &LANDAU, P.A. 2385 NW Executive Center Drive, #300 Boca Raton, Florida 33431 Telephone: 561-443-0800 Facsimile: 561-998-0047 Patrick R. Dorsey, Esq. Bankruptcy Rule 2015.3 Disclosure Fountains of Boynton Associates filed a periodic report required under Bankruptcy Rule 2015.3 to disclose that it doesn't hold a substantial or controlling interest in any entity. About Fountains of Boynton Fountains of Boynton Associates, Ltd., based in Boynton Beach, Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11690) on Feb. 5, 2016. The Debtor considers itself a "single asset real estate". The Hon. Erik P. Kimball oversees the case. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara, & Landau, serves as the Debtor's counsel. In its petition, the Debtor estimated $50 million to $100 million in both assets and debts. The petition was signed by John B. Kennelly, manager. FREEDOM COMMUNICATIONS: Creditors Get $1.5M in Deal With Lenders ---------------------------------------------------------------- The Official Committee of Unsecured Creditors asks the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, to approve a March 11, 2016 Settlement it had entered into with Debtors Freedom Communications, Inc., et. al. and Silver Point Finance, LLC, in its own capacity and its capacity as DIP Agent. The Settlement will resolve claims and defenses asserted by the Committee to the stipulations and admissions made by the Debtors under the Court's Final DIP Order in connection with the Prepetition Debt and the Prepetition Senior Liens. The Settlement Agreement contains, among others, the following relevant terms: (a) $1.5 Million Cash Consideration: The Debtors' estate will be entitled to $1,500,000, to be held in a trust account maintained by counsel for the Committee, of the cash proceeds received from the sale, or combination of sales, of substantially all of the Debtors assets in accordance with the Bid Procedures Order that would otherwise be recoverable by the DIP Agent and DIP Lenders on account of their claims under the DIP Order. (b) $2.5 Million Claim Reduction: The total first priority secured claim held by the DIP Agent against the Debtors shall be equal to the DIP Obligations minus $2,500,000 ("DIP Settlement Claim"). The "DIP Payment Amount" is equal to the DIP Settlement Claim minus the Cash Consideration. (c) Payment From Sale Proceeds: Immediately upon receipt of any Sale Proceeds, the Debtors will direct the Sale Proceeds, as received, to (i) the Committee's counsel until the Cash Consideration has been set aside in full, and then to (ii) the DIP Agent until the DIP Payment Amount has been paid in full. The Committee and the Debtors acknowledge and agree that the DIP Agent Release Parties shall have no further or separate liability for the Cash Consideration. All payments made to the DIP Agent Release Parties whether as a result of the Settlement Agreement or otherwise, shall be deemed final and not subject to clawback or disgorgement for any reason. (d) Exchange of Mutual Releases: Upon Court approval, the Debtors and the Committee shall release the DIP Agent Release Parties for all claims up to the Settlement Date, and upon the payments detailed above, the Debtors' estates and DIP Agent and DIP Lenders will exchange mutual releases as further set forth in the Settlement Agreement. The Creditors Committee relates that absent a settlement, it intends to assert a number of claims against the DIP Agent to avoid obligations incurred by the Debtors under a prepetition loan agreement ("Credit Agreement"), on the basis that certain terms of the Credit Agreement are unenforceable under both state law and the Bankruptcy Code, and to avoid various transfers made, and claims asserted, on account of those obligations. The Committee further relates that although it believes that it would succeed on each of its claims, it recognizes that the DIP Agent strenuously disagrees, and that these claims and the underlying facts are complex and that there is no guarantee of success. The Official Committee of Unsecured Creditors is represented by: Robert J. Feinstein, Esq. Jeffrey W. Dulberg, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Telephone: (310)277-6910 Facsimile: (310)201-0760 E-mail: rfeinstein@pszjlaw.com jdulberg@pszjlaw.com 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. GENERAL STEEL: Sells Maoming Hengda for $51 Million --------------------------------------------------- General Steel Holdings, Inc., announced that the Company, along with its 1% minority interest holder, have jointly signed an equity transfer agreement to sell 100% of the equity interest in Maoming Hengda Steel Co., Ltd., to Tianwu Tongyong (Tianjin) International Trade Co., Ltd, for RMB331.3 million or approximately $51 million. The Company expects to receive total proceeds of RMB328.0 million (approximately $50 million), of which RMB262.3 million (approximately $40 million) will be paid within five days after the signing of the Agreement, and the remainder RMB65.7 million (approximately $10 million) will be paid within one year. The Company estimates that it will be able to realize a net equity gain of RMB452.7 million (approximately $70 million), which should substantially enhance its net book value. Henry Yu, Chairman and interim chief executive officer of General Steel commented, "Today's announcement is another critical step in the Company's business transformation, which also included the recently-completed sale of the Company's steel manufacturing business. This transaction allowed us to unlock the value in Maoming Hengda's land assets, which we believe should greatly enhance our capital structure and solvency, enabling us to strengthen our existing business while exploring additional business opportunities." About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. General Steel -- http://www.gshi-steel.com/-- has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. General Steel reported a net loss of $78.3 million on $1.9 billion of sales for the year ended Dec. 31, 2014, compared with a net loss of $42.6 million on $2 billion of sales for the year ended Dec. 31, 2013. As of Sept. 30, 2015, General Steel had $1.12 billion in total assets, $2.82 billion in total liabilities and a $1.69 billion total deficiency. Friedman 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 an accumulated deficit, has incurred a gross loss from operations, and has a working capital deficiency at Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GO YE VILLAGE: U.S. Trustee Forms 10-Member Committee ----------------------------------------------------- The U.S. Trustee for Region 20 on March 23 filed an amended notice of appointment of Go Ye Village Inc.'s official committee of unsecured creditors. The Justice Department's bankruptcy watchdog announced that it appointed these creditors to serve on the committee: (1) Milton C. Palmer 54 Apple Hill (Chairman) Springfield, OH 45502 (937) 631-4586 Email: MCPKPALMER@yahoo.com (2) Doris Barbee Joseph M. Cross, Power of Attorney (Vice Chairman) 321 Heritage St. Branson, MO 65616 (417) 294-4988 Emai: tic57@aol.com (3) Randle & Joyce Peterson 6391 LA Hwy 1 (Joyce Peterson, Recording Shreveport, LA 71107-8757 Secretary) (318) 929-3000 (Randle Cell Phone) (318) 929-9000 (Joyce Cell Phone) (318) 929-2000 Emai: randle.peterson@agmd.org joyce.peterson@agmd.org (4) Andrew Turner 2400 First National Tower (Attorney for UCC) Tulsa, OK 74103 (918) 586-5711 Email: aturner@cwlawfirm.com (5) Bill Young William Young Executor for the Estate of Bill Young P. O. Box 73 Gore, OK 74435 (918) 519-7386 Email: woythree@yahoo.com (6) Thomas F. Henstock 1203 W. 4th St., Apt. 628 Tahlequah, OK 74464-5020 (918) 708-6045 Email: tomhenstock@comcast.net (7) Russell & Mary Megee Peggy Shackleford & Rick Shackleford Power of Attorney 7424 S. 228th E. Ave. Broken Arrow, OK 74014 (918) 809-3082 Email: peggy.shack@gmail.com (8) Van Ferguson 1014 Mayberry Dr. Tahlequah, OK 74464 (918) 708-2537 cell (918) 207-0007 home Email: Ferguson1600@sbcglobal.net (9) Robert & Donna Rice 1116 Mayberry Dr. Tahlequah, OK 74464 (918) 431-0184 (10) Charlotte Kerth 1203 W. 4th St., Apt. 625 Tahlequah, OK 74464 (918) 458-5425 Email: chykerth@gmail.com The official committee representing Go Ye Village's unsecured creditors hired Conner & Winters LLP as its counsel. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Go Ye Village Go Ye Village, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was signed by Maurice D. Turney as president. The Debtor disclosed total assets of $24.48 million and total debts of $36.18 million. Doerner, Saunders, Daniel & Anderson, LLP serves as the Debtor's counsel. Judge Tom R. Cornish is assigned to the case. Proofs of claim are due by April 10, 2016. The U.S. Trustee also appointed a patient care ombudsman in the Debtors' bankruptcy case. GREAT LAKES COMNET: Employs Media Venture as Investment Banker -------------------------------------------------------------- Great Lakes Comnet, Inc., and Comlink, L.L.C., seek authorization from the U.S. Bankruptcy Court for the Western District of Michigan to employ Media Venture Partners, LLC, a division of Financial Telesis Inc., as investment banker to the Debtors, nunc pro tunc to the Petition Date. As investment banker, Media Venture Partners will: (a) continue to serve as a financial advisor to the Debtors for the purpose of seeking, arranging, negotiating, and closing a sale pursuant to Section 363 of the Bankruptcy Code, should it be approved by the Court, on the terms and conditions set forth in the Engagement Letter; (b) continue to seek financial and strategic buyers or investors in addition to the potential stalking horse bidder already identified to maximize the amount realized by a 363 Sale. In particular, MVP will perform the following services at the request of the Debtors: * Market the Debtors' businesses and contact and elicit interest from potential Buyers in a 363 Sale, and revise and update the list of financial and strategic parties to contact in connection with a 363 Sale; * Revise and finalize prospecting materials that include business and financial information on the Debtors to be distributed to Buyers as part of a 363 Sale; * Continue to assist the Debtors in responding to due diligence requests from Buyers; * Assist the Debtors in analyzing offers received from potential Buyers; * Assist the Debtors and its legal counsel, as requested by the Debtors, in negotiating definitive documents and closing a 363 Sale; and * Provide MVP representatives working on this engagement, as requested by the Debtors, to attend meetings of the board of directors of the Debtors (or a committee thereof) upon reasonable notice and at mutually convenient times and places; and (c) provide other advisory services as may be agreed upon from time-to-time in writing by both the Debtors and MVP. Prior to the Petition Date, the Debtors retained Media Venture Partners to provide investment banking services to them pursuant to the terms of the Engagement Letter. The Debtors wish to continue to employ Media Venture Partners as their investment banker during the pendency of these Chapter 11 cases under the terms, including the compensation arrangement, set forth in the Engagement Letter. As compensation for services to be rendered to the Debtors, Media Venture Partners will seek: * 5% of the first $5 million of the Sale Price, plus * 2% of any portion of the Sale Price in excess of $5 million. Media Venture Partners also intends to apply for reimbursement of its actual expenses incurred in connection with the Debtors' Chapter 11 cases (not to exceed $25,000 related to postpetition amounts without the prior approval of the Debtors). As set forth in the Engagement Letter, Media Venture Partners seeks a limited indemnity from the Debtors for any claims against Media Venture Partners relating to the services it provides to the Debtors in these Chapter 11 cases, provided the Debtors will not be obligated to indemnify or hold Media Venture Partners for any gross negligence or willful misconduct by Media Venture Partners. Jason Hill, a Managing Director of Media Venture Partners, assures the Court that Media Venture Partners is disinterested, as that term is defined in Section 101(14) of the Bankruptcy Code. About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES COMNET: Taps AlixPartners LLP as Financial Advisor -------------------------------------------------------------- Great Lakes Comnet, Inc., and Comlink, L.L.C., sought and obtained authorization from the U.S. Bankruptcy Court for the Western District of Michigan to employ AlixPartners, LLP, as financial advisor to the Debtors, nunc pro tunc to the Petition Date. Rural Telephone Finance Cooperative has filed, and subsequently withdrawn, a limited objection to the application. RTFC is the secured lender to Clinton County Telephone Company, a non-debtor subsidiary of Great Lakes, pursuant to that certain Loan Agreement, dated as of May 28, 2008, by and between RTFC and CCTC, as amended by a First Amendment to Loan Agreement, dated as of May 4, 2010, and a Second Amendment to Loan Agreement, dated as of May 26, 2015. During the pendency of the Chapter 11 cases, AlixPartners will: (a) review and evaluate GLC's short and medium term cash flow forecast; assist management in further identifying and implementing liquidity generating initiatives; (b) assist management in the preparation and implementation of a business plan, and associated Chapter 11 plan of reorganization or liquidation, designed to maximize the value of the Debtors' assets; (c) assist the Debtors in communications and negotiations with stakeholders and their representatives; (d) assist in preparing for and filing a Bankruptcy Petition, coordinating and providing administrative support for the proceeding and developing the Debtors' Plan of Reorganization or other appropriate case resolution, if necessary; (e) assist with the preparation of the statement of financial affairs, schedules and other regular reports required by the Bankruptcy Court as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within AlixPartners' areas of expertise; (f) assist as requested in analyzing preferences and other avoidance actions; (g) manage the claims and claims reconciliation processes; and (h) assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. The Debtors and AlixPartners agree that the services AlixPartners will provide to the Debtors will be appropriately directed by the Debtors so as to avoid duplicative efforts among any other professionals retained in this case. Prior to the Petition Date, the Debtors retained AlixPartners to provide certain financial advisory services to them, including evaluating their Debtors' financial performance and providing potential restructuring alternatives to the Debtors. AlixPartners has provided financial advisory services to the Debtors since August 2015. AlixPartners intends to charge the Debtors a fixed, blended hourly rate of $540 for hours incurred by AlixPartners' personnel. AlixPartners intends to apply for compensation for professional services rendered and reimbursement of its actual expenses incurred in connection with the Debtors' cases. Jeffrey Johnston, a Managing Director of AlixPartners, assures the Court that AlixPartners represents any interest adverse to the Debtors or their estates, and that AlixPartners is a "disinterested person" as that term is defined in the Section 101(14) of the Bankruptcy Code. The firm may be reached at: Jeffrey L. Johnston Managing Director ALIXPARTNERS LLP 2000 Town Center Suite 2400 Southfield, MI, 48075 Tel: (248) 204-0685 Email: jjohnston@alixpartners.com 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. GRIZZLY CATTLE: Case Summary & 11 Unsecured Creditors ----------------------------------------------------- Debtor: Grizzly Cattle, LLC 4775 Larimer Parkway, Suite 200 Johnstown, CO 80534 Case No.: 16-12675 Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Thomas B. McNamara Debtor's Counsel: Robert Padjen, Esq. LAUFER AND PADJEN LLC 5290 DTC Parkway, Suite 150 Englewood, CO 80111 Tel: 303-830-3173 E-mail: rp@jlrplaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kirk A. Shiner, managing member. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob16-12675.pdf GUIDED THERAPEUTICS: May Issue 4.16 Million Common Shares --------------------------------------------------------- Guided Therapeutics Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the offering of up to 4,156,757 shares of its common stock, consisting of: * 1,400,000 shares issuable upon partial conversion of its February 2016 privately placed senior secured convertible note; * 1,247,737 shares issuable upon exercise of warrants issued in connection with its June 2015 privately placed Series C preferred stock; * 167,854 shares issuable upon exercise of warrants issued in June 2015 private placement warrant exchanges for warrants originally issued in its December 2014 public offering; * 1,311,400 shares issuable upon exercise of certain warrants originally issued in a May 2013 private offering and amended in June 2015; * 20,000 shares issuable upon exercise of warrants issued in a March 2015 private placement, which shares were originally registered for resale under a prior registration statement but remain unsold; and * 9,766 shares issued in a September 2014 Regulation S offering, or issuable upon exercise of related warrants, which shares were originally registered for resale under a prior registration statement but remain unsold. The Company will not receive any cash proceeds from the sale of shares by the selling stockholders, but to the extent that the warrants were or are exercised in whole or in part for cash, the Company will receive payment for the exercise price. The Company will pay the expenses of registering the shares. Guided Therapeutics' common stock is listed on the OTCQB marketplace under the symbol "GTHP." The last reported sale price of the Company's common stock on the OTCQB on March 18, 2016, was $0.1650 per share. The selling stockholders will sell at prevailing market prices per share (as quoted on the OTCQB), at the time of sale, at fixed prices, at varying prices determined at the time of sale, or at negotiated prices. A full-text copy of the Form S-1 is available for free at: http://is.gd/Qjj2v5 About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $9.50 million on $42,000 of contract and grant revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.03 million on $65,000 of contract and grant revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Guided Therapeutics had $2.56 million in total assets, $8.12 million in total liabilities and a $5.56 million total stockholders' deficit. HAGGEN HOLDINGS: Resources Global Approved as Consultants --------------------------------------------------------- The U.S Bankruptcy Court for the District of Delaware authorized Haggen Holdings, LLC, et al., to employ Resources Global Professionals as consultants nunc pro tunc to Dec. 28, 2016. RGP will serve as consultants to the Debtors in connection with the claims reconciliation process in the Chapter 11 case. RGP will, among other things: a) review and evaluate claims to determine their validity; b) match claims to scheduled liabilities; and c) research disputed claims. RGP will work closely with Alvarez & Marsal North America, LLC, the Debtors' Court-approved financial advisors in connection with the cases, and the Debtors' other professional advisors to prevent any duplication of efforts in the course of providing the services. In support of the application, the Debtors submitted the declaration of Thora Thoroddsen, a senior managing director of RGP. Ms. Thoroddsen told the Court that the hourly rates of the firm's professional are: Professional Hourly Rate ------------ ----------- Thora Thoroddsen $375 Donald Yafee $165 Yolanda Hoelscher $165 Additional Professionals $165 Mr. Bambrick disclosed that RGP was inadvertently paid as an ordinary course professional prior to the filing of the declaration for work unrelated to the work for which RGP is being retained pursuant to the application. To the best of the Debtors' knowledge, RGP is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors are represented by: YOUNG CONAWAY STARGATT & TAYLOR, LLP Ian J. Bambrick, Esq. Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ashley E. Jacobs, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1256 Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Elizabeth Taveras, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Tel: (212) 806-5400 Fax: (212) 806-6006 About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. The Creditors Committee tapped Pachulski Stang Ziehl & Jones LLP as counsel. HAMPSHIRE GROUP: Incurs $1.60 Million Net Loss in Third Quarter --------------------------------------------------------------- Hampshire Group, Limited, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.60 million on $18.6 million of net sales for the three months ended Sept. 26, 2015, compared to net income of $308,000 on $20.8 million of net sales for the three months ended Sept. 27, 2014. For the nine months ended Sept. 26, 2015, the Company reported a net loss of $2.13 million on $43.4 million of net sales compared to a net loss of $8.56 million on $30.6 million of net sales for the nine months ended Sept. 27, 2014. As of Sept. 26, 2015, Hampshire had $37.9 million in total assets, $44.8 million in total liabilities and a $6.93 million total stockholders' deficit. The Company concluded the quarter ended Sept. 26, 2015, with $1.4 million in cash and cash equivalents as compared to $1.8 million as of Dec. 31, 2014. Working capital deficit (excluding assets and liabilities of discontinued operations) was $1.8 million as of Sept. 26, 2015, from a deficit of $9.7 million as of Dec. 31, 2014. The Company had borrowings of $3.0 million on its term loan and $18.6 million on its revolving credit facility. A full-text copy of the Form 10-Q is available for free at: http://is.gd/wIR6NC About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. The Company completed the sale of Rio Garment S.A. effective April 10, 2015. The Company incurred a net loss of $28.8 million in 2014 following a net loss of $16.04 million in 2013. Elliott Davis Decosimo LLC, in Greenville, South Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses and incurred negative cash flows from continuing operations and its total liabilities exceed its total assets at December 31, 2014. In addition, the Company is in default under its credit facility and has entered into a forbearance agreement and amendment to the credit facility, which among other items, changed the maturity date of the credit facility to February 29, 2016. The Company's lenders have indicated that they will not renew the credit facility beyond that maturity date, because they intend to exit this line of business. The Company is in the process of attempting to obtain financing with a new lender. These conditions, the auditors said, raise substantial doubt about the Company's ability to continue as a going concern. HEALTHWAREHOUSE.COM INC: Incurs $946,000 Net Loss in 2015 --------------------------------------------------------- Healthwarehouse.com, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to common stockholders of $946,536 on $7.01 million of net sales for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $2.08 million on $6.12 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Healthwarehouse.com had $966,107 in total assets, $4.84 million in total liabilities and a $3.88 million total stockholders' deficiency. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/JD0WyX About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter medical products. HII TECHNOLOGIES: 'Challenge' Period Extended to March 31 --------------------------------------------------------- HII Technologies Inc.'s official committee of unsecured creditors has until Thursday, March 31, 2016, to challenge claims of the company's pre-bankruptcy lenders. The so-called "challenge deadline" was supposed to expire on March 15 but U.S. Bankruptcy Judge David Jones extended it to March 31. A prior court order that approved a $12 million loan provided by McLarty Capital Partners SBIC, LP and Heartland Bank gives the committee only 90 days from the date of HII Technologies' bankruptcy filing to challenge claims of the lenders. The company had asked for a short extension of the deadline as part of a settlement that was made during a mediation conducted by Judge Marvin Isgur to resolve a dispute involving the lenders and the ad hoc committee representing Apache Energy Services' unsecured creditors. The ad hoc committee had previously threatened to sue the lenders, which are the sponsors of the only Chapter 11 plan that the company believes to be currently viable. Judge David Jones is scheduled to take up the proposed settlement on April 15. The settlement agreement is available without charge at http://is.gd/AF4i7J Separately, the bankruptcy judge had earlier approved an agreement that required HII Technologies to pay $162,296 to the Texas Comptroller for sales taxes for the period May to September 2015, according to court filings. About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. On Sept. 29, 2015, Power Reserve Corp., Bold Production Services LLC, and Black Gold Energy LLC were appointed to serve on its official committee of unsecured creditors. On Oct. 7, Black Gold was replaced by Worldwide Power Products LLC. The Official Committee is represented by W. Steven Bryant, Esq., and Elizabeth M. Guffy, Esq., at Locke Lord LLP. Unsecured Creditors of Debtor Apache Energy Services, LLC, have formed their own group. The Ad Hoc Committee of AES Unsecured Creditors is represented by Leonard H. Simon, Esq., at Pendergraft & Simon, L.L.P.; and Joan Kehlhof, Esq., at Wist Holland & Kehlhof. HORSEHEAD HOLDING: Akin Gump, Ashby Represent Noteholders' Group ---------------------------------------------------------------- The Ad Hoc Secured Noteholder Committee in the Chapter 11 cases of Horsehead Holding Corp., et al., submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure disclosing that they had engaged: 1. Akin Gump Strauss Hauer & Feld LLP on Jan. 13, 2016, and 2. Ashby & Geddes, P.A., on Jan. 26, 2016 to represent them in connection with a potential restructuring of the Debtors. The Ad Hoc Secured Noteholder Committee also said that as of Feb. 3, 2016, Akin Gump and Ashby represent only the Ad Hoc Secured Noteholder Committee and do not represent or purport to represent any entities other than the Ad Hoc Secured Noteholder Committee in connection with the Debtors' chapter 11 cases. The Ad Hoc Secured Noteholder Committee is composed of certain holders of (i) 10.50% Senior Secured Notes due 2017 issued by Horsehead Holding Corp., and (ii) 9.00% Senior Notes due 2017 issued by Horsehead Holding Corp, which holders are also the lenders under a proposed senior secured superpriority debtor-in-possession financing facility. The Committee members are: 1. Greywolf Capital Management LP on behalf of certain managed funds 4 Manhattanville Road, Suite 201 Purchase, NY 10577 2. Hotchkis & Wiley Capital Management 725 South Figueroa Street, 39th Floor Los Angeles, CA 90017-5439 3. Lantern Capital Partners, LP 300 Crescent Court Dallas, TX 75201 4. MAK Capital 590 Madison Avenue, 24th Floor New York, NY 10022 5. Pine River Capital Management 601 Carlson Pkwy, 7th Floor Minnetonka, MN 55305 6. Trishield Capital Management 540 Madison Avenue, 14th Floor New York, NY 10022 The firms representing the Committee can be reached at: William P. Bowden, Esq. Gregory A. Taylor, Esq. Karen B. Skomorucha Owens, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 E-mails: wbowden@ashby-geddes.com gtaylor@ashby-geddes.com kowens@ashby-geddes.com Michael S. Stamer, Esq. Meredith A. Lahaie, Esq. Rebecca A. Wirakesuma, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: mstamer@akingump.com mlahaie@akingump.com rwirakesuma@akingump.com About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HYDROCARB ENERGY: Cuts All Ties with Infinity Fund -------------------------------------------------- As previously disclosed on its Form 8-K filed with the Securities and Exchange Commission on March 14, 2016, Hydrocarb Energy Corp. entered into a special private placement agreement with Infinity Fund LLC on March 9, 2016. However, for reasons unknown to the Company, Infinity and its principal have stopped responding to the Company since March 16, 2016. As a result, the Company has decided to terminate any and all relationships with Infinity as of March 21, 2016. On March 22, 2016, the Company retained the law firm of Okin & Adams LLP as counsel to the Company to explore different re-organization and re-financing possibilities. About Hydrocarb Energy Hydrocarb Energy, formerly known as Duma Energy Corp, is a publicly-traded Domestic and International energy exploration and production company targeting major under-explored oil and gas projects in emerging, highly prospective regions of the world. With exploration concessions in Africa, production in Galveston Bay and Oil Field Services in the United Arab Emirates, the Company maintain offices in Houston, Texas, Abu Dhabi, UAE and Windhoek, Namibia. Hydrocarb Energy reported a net loss of $12.6 million on $3.94 million of revenues for the year ended July 31, 2015, compared to a net loss of $6.55 million on $5.06 million of revenues for the year ended July 31, 2014. As of Jan. 31, 2016, Hydrocarb had $25.39 million in total assets, $28.85 million in total liabilities and a $3.46 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended July 31, 2015, citing that the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. INFINITY ENERGY: Delays Filing of 2015 Annual Report ---------------------------------------------------- Infinity Energy Resources, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2015. The Company said it is in the process of completing its audited financial statements, and believes that the subject Annual Report will be available for filing on or before April 14, 2016. The Company anticipates that its results of operations for the year ended Dec. 31, 2015, will reflect a larger net loss compared to the $3,681,525 net loss for the year ended Dec. 31, 2014. The Company, however, is presently unable to make a reasonable estimate of the quantity of the anticipated change. The net loss for the year ended Dec. 31, 2014, did not include any impairment charges. For the year ended Dec. 31, 2015, management believes that it will impair its investment in the oil and gas properties related to its Nicaraguan Offshore Concessions primarily due to technical defaults under the Concession Agreements and the current environment in general for oil and gas development projects in particular for projects in otherwise unproven regions of the world such as Nicaragua. The Company's investment in its Nicaraguan oil and gas properties totalled $9,628,098 as of Dec. 31, 2014, but the Company is presently unable to quantify the magnitude of those impairments to be reflected in operations for the year ended Dec. 31, 2015, if recognized. Any such impairment would be recorded as an expense in our financial statements to be included in the Form 10-K and could significantly impact its results of operations. Finally, due to the Company's liquidity position, its auditors have informed that their opinion will include a going concern qualification. About Infinity Energy Overland Park, Kansas-based Infinity Energy Resources and its subsidiaries, are engaged in the acquisition and exploration of oil and gas properties offshore Nicaragua in the Caribbean Sea. In its report on the consolidated financial statements for the year ended Dec. 31, 2014, RBSM, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring losses, has no on-going operations, and has a significant working capital deficit. The Company reported a net loss of $3.68 million for the year ended Dec. 31, 2014, compared with a net loss of $2.43 million during the prior year. As of Sept. 30, 2015, the Company had $9.71 million in total assets, $13.6 million in total liabilities and a total stockholders' deficit of $3.85 million. INTERNATIONAL TEXTILE: Incurs $14,000 Net Loss in 2015 ------------------------------------------------------ International Textile Group, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to common stock of $14,000 on $610.40 million of net sales for the year ended Dec. 31, 2015, compared to a net loss attributable to common stock of $15.40 million on $595.44 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, International Textile had $309.40 million in total assets, $359.46 million in total liabilities and a $50.06 million total stockholders' deficit. The Company has a significant amount of debt outstanding and will require substantial cash flows to service this debt in future periods. A substantial portion of the Company's debt, $73.4 million at Dec. 31, 2015, is payable by various of the Company's subsidiaries organized in foreign jurisdictions and is non-recourse to the ITG parent company. In addition, a substantial portion of the Company's debt, $181.4 million at Dec. 31, 2015, is payable to related parties, namely certain entities affiliated with WLR LLC, with a maturity date of June 30, 2019. A full-text copy of the Form 10-K is available for free at: http://is.gd/ZxDFaF 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. ISTAR INC: Offering $275 Million Senior Notes Due 2021 ------------------------------------------------------ iStar Inc. filed with the Securities and Exchange Commission a free writing prospectus relating to the offering of $275,000,000 6.50% senior notes due 2021. The company will use the net proceeds from the offering to redeem and repay in full the approximately $265 million aggregate principal amount outstanding of its 3.875% Senior Notes due July 2016, repay a portion of the indebtedness outstanding under the 2015 Revolving Credit Agreement and pay related expenses The Senior Notes will mature on July 1, 2021. Interest on the Notes are payable semi-annually on January 1 and July 1, commencing July 1, 2016. Joint Bookrunners: J.P. Morgan Securities LLC Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC A full-text copy of the free writing prospectus is available at: http://is.gd/1UGUsw About iStar Inc. New York-based iStar Inc., formerly known as iStar Financial Inc. (NYSE: SFI) provides custom-tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Inc. reported a net loss allocable to common shareholders of $52.7 million on $515 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common shareholders of $33.7 million on $462 million of total revenues for the year ended Dec. 31, 2014. As of dec. 31, 2015, the Company had $5.62 billion in total assets, $4.51 billion in total liabilities, $10.71 million in redeemable noncontrolling interests, and $1.10 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. JACKSON MASONRY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Jackson Masonry, LLC 1200 49th Avenue North Nashville, TN 37209 Case No.: 16-02065 Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Keith M Lundin Debtor's Counsel: Griffin S Dunham, Esq. DUNHAM HILDEBRAND, PLLC 1704 Charlotte Avenue, Suite 105 Nashville, TN 37203 Tel: 615-933-5850 E-mail: griffin@dhnashville.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rogers Jackson, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb16-02065.pdf JOHN JAHRLING: Exception Stops Discharge of Malpractice Judgment ---------------------------------------------------------------- Joan C. Rogers, writing for Bloomberg Brief, reported that the U.S. Court of Appeals for the Seventh Circuit held on March 18 that in the bankruptcy case of John C. Jahrling that a lawyer can't free himself of a malpractice judgment through bankruptcy where his egregious breaches of duty to the client amounted to recklessness. In this case, Jahrling acted as an attorney for a client who was selling his home. Because of language barriers, Jahrling could not communicate with his client except through the attorney for the buyers, the adverse parties in the sale. The result was that Jahrling's client, an elderly man who could not speak English, sold his home for a pittance and then faced eviction from what he thought would be his home for the rest of his life. The Seventh Circuit agreed with the bankruptcy court and the district court that Jahrling's egregious breaches of his fiduciary duty to his client were reckless and that the resulting legal malpractice judgment is not dischargeable in bankruptcy. According to the report, the lawyer's misfeasance amounted to "defalcation while acting in a fiduciary capacity" which under federal law prevents discharge of a debt in bankruptcy, Judge David F. Hamilton said for the court. The lawyer's gross deviations from professional conduct rules were properly used as evidence of his recklessness, Judge Hamilton said, the report related. The case spotlights an additional risk for lawyers whose actions go far outside normal professional standards: If they're sued they may not be able to escape the malpractice judgment via bankruptcy, the report noted. A debt is excepted from discharge in bankruptcy under Bankruptcy Code Section 523(a)(4) if it is attributable to the debtor's "defalcation while acting as a fiduciary," the report further noted. The appeals case is ESTATE OF STANLEY CORA, Plaintiff-Appellee, v. JOHN C. JAHRLING, Defendant-Appellant, Case No. 15-2252 (7th Circ.), relating to IN RE: JOHN C. JAHRLING, Debtor. A full-text copy of the Decision is available at http://bankrupt.com/misc/JAHRLING031816.pdf JW RESOURCES: Court Denies U.S. Trustee's Conversion Bid -------------------------------------------------------- Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, having considered the options and arguments raised by parties in an evidentiary hearing to resolve the issue on the Designated Representative's motion for authority to proceed with the Joint Chapter 11 Plan, and the U.S. Trustee's Emergency Motion to Appoint a Chapter 11 Trustee or to Convert to Chapter 7, ordered among other things, that: (1) The evidentiary hearing scheduled for March 2, 2016 is remanded. (2) The Debtors' exclusivity period currently extended through March 10, 2016, to solicit votes is terminated. (3) The United States Trustee's Emergency Motion and the Bayside Entities' Motion to Convert are denied. After JW Resources Inc. filed its Plan and Disclosure Statement, the Board adopted a resolution requiring the Designated Representative to withdraw the Plan and Disclosure Statement. Based on this withdrawal of authority and the resulting impasse between the Debtors' Board of Directors and the Debtors' Designated Representative, the U.S. Trustee filed a Conversion Motion asserting that cause exists based on the Debtors' gross mismanagement of the Estate because of the Debtors' inability to investigate potential litigation. The U.S. Trustee considers appointment of a Chapter 11 trustee, or conversion of these cases to one under Chapter 7 in order to avoid pitfalls from an uncertain outcome of the current and future corporate governance litigation. The Bayside Entities -- Bayside JW Resources, LLC and Bayside Capital, Inc. -- asserted that although a Chapter 11 Trustee may eliminate the current dispute over a single instance of disputed corporate governance, it will not remedy all the other remaining issues regarding continued litigation over plan formulation and confirmation which will only result in additional administrative costs and diminution of the Estate, thus further depleting whatever resources exist for distribution to creditors. The Bayside Entities added that the Debtors are proposing a liquidating plan that provides for a liquidating trustee to do the exact same thing that the Chapter 7 Trustee can do, and thus, conversion to Chapter 7 is but the appropriate remedy to avoid such additional costs and expenses. The Debtors and the Official Committee of Unsecured Creditors, in response, contend that certain of the Board members are employed by the Bayside Entities, who have attempted to highjack the proposed plan process for their own benefit and the benefit of their employers, at the expense and to the detriment of all other constituencies with an interest in the Debtors' estates. The Resolution, which the Bayside Entities have sought to enforce in its Objection, directs the Debtors' Designated Representative to only move forward with a proposed plan that releases all potential claims against the Bayside Entities without further investigation in exchange for a claim reduction that amounts to no distribution to general unsecured creditors. Likewise, the Bayside Entities have sought to capitalize on the U.S. Trustee's Motion for conversion and using it as another means to try to derail the Debtors' and the Committee's efforts to propose a viable plan. The Conflicted Board Members' conduct in abusing their positions and preferring their employers at the expense of every other creditor in these Bankruptcy Cases should not be permitted, the Debtors and the Committee argued. Accordingly, the Debtors and the Committee asked the Court to exercise its authority and order that the Resolution is of no force and effect and the Designated Representative has authority to obtain approval of the Joint Disclosure Statement and solicit votes on the proposed Joint Plan of Liquidation due to the conflict of interest stated in the Resolution and existing on the Debtors’ Board. Debtors and Debtors-In-Possession are represented by: Paige L. Ellerman, Esq. FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio 45202 Telephone: (513) 651-6800 Facsimile: (513) 651-6981 E-mail: pellerman@fbtlaw.com -- and -- Adam R. Kegley, Esq. FROST BROWN TODD LLC 250 West Main Street, Suite 2800 Lexington, Kentucky 40507 Telephone: (859) 231-0000 Facsimile: (859) 231-0011 E-mail: akegley@fbtlaw.com The Official Committee of Unsecured Creditors is represented by: T. Kent Barber, Esq. BARBER LAW PLLC 2200 Burrus Drive Lexington, KY 40513 Telephone: (859) 296-4372 Email: kbarber@barberlawky.com -- and -- Thomas R. Schuck, Esq. W. Timothy Miller, Esq. Casey Cantrell Swartz, Esq. TAFT, STETTINIUS & HOLLISTER, LLP 425 Walnut Street, Suite 1800 Cincinnati, OH 45202 Telephone: (513) 357-9452 Facsimile: (513) 381-0205 Email: schuck@taftlaw.com miller@taftlaw.com cswartz@taftlaw.com Samuel K. Crocker, United States Trustee is represented by: John L. Daugherty, Esq. Assistant U.S. Trustee Bradley M. Nerderman, Esq. Trial Attorney OFFICE OF THE U.S. TRUSTEE 100 E. Vine St., Suite 500 Lexington, KY 40507 Telephone: (859) 233-2822 Bayside JW Resources, LLC and Bayside Capital, Inc. are represented by: Mary Elisabeth Naumann, Esq. Jay E. Ingle, Esq. JACKSON KELLY PLLC 175 E. Main Street, Ste. 500 Lexington, Kentucky 40507 Telephone: (859) 255-9500 Email: mnaumann@jacksonkelly.com jingle@jacksonkelly.com About JW Resources JW Resources Inc. and its subsidiaries are U.S. producers of thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of Kentucky. JW acquired the thermal coal mining operations of Xinergy in eastern Kentucky for $47.2 million in February 2013. JW's business operations comprise what is known as the "Straight Creek" operations located in Bell, Leslie and Harlan Counties, Kentucky, and the "Red Bird" operations located in Bell, Leslie, Knox, and Clay Counties, Kentucky. JW Resources is the parent and sole shareholder of SCRB Properties, Inc., Straight Creek Coal Mining, Inc. and SCRB Processing, Inc. JW Resources and its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Lead Case No. 15-60831) in London, Kentucky on June 30, 2015. The Debtors tapped Frost Brown Todd LLC as counsel, and Energy Ventures Analysis, Inc., as sale advisor. JW Resources estimated $1 million to $10 million in assets and $50 million to $100 million in debt. Straight Creek estimated $10 million to $50 million in assets and $50 million to $100 million in debt. LEAPFROG ENTERPRISES: Rejects L&M's Acquisition Proposal -------------------------------------------------------- L&M Acquisitions, Inc. submitted an unsolicited non-binding proposal to Leapfrog Enterprises, Inc., on March 22, 2016, to purchase all of the outstanding Class A and Class B common stock of the Company for a purchase price of $1.10 per share. L&M is a newly-formed acquisition vehicle with no operating history or assets. The CEO and a stockholder of L&M, Isaac Larian, provided a support letter from an independent brokerage firm stating that a family trust of the CEO owns a brokerage account containing assets with a current value in excess of $80 million. On March 23, 2016, L&M also submitted forms of a proposed agreement and plan of merger and tender and support agreement, each marked to show changes proposed to be made to the Merger Agreement and Tender and Support Agreement signed with VTech. Certain changes proposed to the form of merger agreement, raised significant concerns for the Board. L&M also submitted a draft of a limited personal guarantee by the CEO of specified obligations of L&M under the draft merger agreement, subject to a cap of $78 million. Also on March 23, 2016, at the request of the Board and in accordance with the terms of the Merger Agreement, representatives of Morrison & Foerster asked L&M's legal counsel to provide certain additional information solely to clarify and understand the terms and conditions of the March 22 Proposal. Morrison & Foerster expressly advised L&M's legal counsel of the non-solicit restrictions in the Merger Agreement and that they were not being contacted to discuss or negotiate the March 22 Proposal. Also on March 23, 2016, in accordance with the terms of the Merger Agreement, the Company advised VTech, through its counsel Orrick, of the receipt of the March 22 Proposal, and provided Orrick with copies of the documents and letters submitted in connection with the proposal. On March 24, 2016, at a special meeting, the Board met with senior management and representatives of Morrison & Foerster and Morgan Stanley to discuss the March 22 Proposal. Representatives of Morrison & Foerster reviewed the legal standards applicable to the Board's conduct. Representatives of Morrison & Foerster also summarized the terms of the March 22 Proposal and then the Board discussed the proposal with input from management and representatives of Morrison & Foerster and Morgan Stanley. Following deliberations, the Board determined that the March 22 Proposal, in the form received, did not constitute a Superior Proposal, and would not reasonably be expected to lead to a Superior Proposal. In making this determination, the Board considered a number of factors, including: * Issues relating to the timing of any transaction that might result from the March 22 Proposal, * The certainty that a transaction would be completed under the terms of the March 22 Proposal; and * Whether the proposed financing of the March 22 Proposal was adequate and sufficiently certain, in each case as compared to the timing, relative certainty of closing, and sources of available financing in the existing Transaction with VTech. The Board concluded that pursuing the March 22 Proposal, as proposed, at this late date would expose the Company's stockholders to additional, significant risk of losing the premium implied by the VTech transaction and the ability to close an alternative transaction. Finally, the Board considered the fact that, because the value of a transaction under the March 22 Proposal would be in excess of $78.2 million, the transaction would be subject to the pre-merger notification requirements of the HSR Act, presenting a risk of additional regulatory review that could delay or even prevent completion of a transaction with L&M. The Board identified significant doubts concerning the Company's ability to satisfy the conditions to closing outlined in the merger agreement proposed by L&M. The draft merger agreement retained the $25 million Minimum Net Cash closing condition that was included in the Merger Agreement with VTech, but changed the measurement date from March 31, 2016 to a measurement date (anticipated to be May 20, 2016 in the draft merger agreement) close to the anticipated closing date. The Company anticipates that it will be able to satisfy the Minimum Net Cash condition in the Merger Agreement with VTech. However, the Company will continue to use cash to fund operations after March 31, 2016. Senior management advised the Board that it was not certain that the Company could satisfy the same Minimum Net Cash closing condition in mid-May, 2016. The risk of failing to satisfy the cash condition would be increased by the need for the Company to fund payment of the $2.9 million Termination Fee to VTech if a merger agreement with L&M were signed, which payment would be the responsibility of the Company and not L&M. The Board also identified significant concerns regarding the adequacy of the financing proposed by L&M in the March 22 Proposal. The limited personal guaranty of the CEO was capped at $78 million, an amount less than the purchase price of the outstanding shares of the Company under the March 22 Proposal. The guaranty covered only payments due on closing of a transaction, and not any damage claims that the Company might have against L&M in the event of a default. The structure of a guaranty would require the Company to file a lawsuit against the CEO to recover, as opposed to seeking relief from an operating company or one with its own assets. In addition, the amount of cash included in the assets identified in the support letter provided by the independent brokerage firm was not specified, leaving open the possibility that the value of the asset could decline, or be unrealizable for liquidity reasons. About LeapFrog Enterprises Emeryville, California-based LeapFrog Enterprises, Inc. is a developer of educational entertainment for children. The company's product portfolio consists of multimedia learning and reading, platforms and related content and learning toys. It has also developed learning platforms, including the LeapPad family of learning tablets, the LeapTV educational video game system, the Leapster family of handheld learning game systems, and the LeapReader reading and writing systems. As of Dec. 31, 2015, the Company had $185.46 million in total assets, $79.01 million in total liabilities and $106.45 million in total stockholders' equity. For the nine months ended Dec. 31, 2015, the Company reported a net loss of $105.61 million compared to a net loss of $142.60 million for the same period in 2014. "Due to the seasonality of the Company's business, the results of operations for interim periods are not necessarily indicative of the operating results for a full year. During the third fiscal quarter, the Company continued to face an uncertain business environment and a number of fundamental challenges in its business, including a continued decline in overall tablet sales and related content, aggressive price competition and loss of shelf space at retail. Sales of the Company's LeapTV products and associated content did not improve in the third quarter to the extent the Company hoped, despite promotional efforts, including price reductions, intended to stimulate consumer demand. In addition, declines in the overall tablet market overshadowed improvements in certain product lines such as the Company's new Epic tablet. The Company does not believe that these challenging conditions will improve materially in the next two quarters. The Company continued to take steps to reduce costs through such measures as reducing the size of its workforce and deferring the development of certain new products. However, the Company believes that available approaches to improving its liquidity, such as making changes to vendor terms and accelerating the collection of receivables, may be unlikely to compensate for the liquidity impact of its worse than anticipated performance during the third quarter. The Company currently believes that liquidity available to fund its operations during the first two quarters of fiscal 2017, when its use of cash increases as it builds inventories and experiences seasonal declines in revenue, may be insufficient to permit it to continue normal operations, and there is substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Dec. 31, 2015. LEHMAN BROTHERS: To Pay Out Additional $1.6-Bil. to Creditors ------------------------------------------------------------- Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that the team winding down Lehman Brothers Holdings Inc. said in a March 24 filing with the U.S. Bankruptcy Court in New York it would be paying $1.6 billion to creditors next week, more than 7-1/2 years after the investment bank's collapse triggered the financial crisis. According to the report, the payout, the ninth since the investment failed, will bring the total payout in the firm's bankruptcy to approximately $106.9 billion. The bulk of the cash -- $78.5 billion -- has gone to pay so-called third-party, or non-Lehman claims, the report said. Most the latest payout, some $1.3 billion, is also earmarked for non-Lehman creditors and is slated to be made March 31, the report related. The court filing said its general unsecured creditors, who were estimated to receive less than 20 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012, will have received more than $100 billion, or more than 35 cents on the dollar, after the next distribution is completed, the report further related. The Chapter 11 payment plan for Lehman treats similarly situated creditors of its subsidiaries better than those of the parent, the report noted. General unsecured creditors of Lehman's commodities unit, for example, will have received about 77 cents on the dollar following the latest distribution, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2015, Lehman made its eighth distribution to creditors, bringing Lehman's total distributions to unsecured creditors to approximately $105.4 billion including (1) $77.2 billion of payments on account of third-party claims, which includes non-controlled affiliate claims and (2) $28.2 billion of payments among the Lehman Debtors and their controlled affiliates. As of September 2015, the trustee in charge of LBI has returned around $7.65 billion to the defunct brokerage's unsecured creditors, a recovery of about 35 cents on the dollar. LINN ENERGY: LinnCo Holds 36% of LLC Units as of March 22 --------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, LinnCo, LLC reported that as of March 22, 2016, it beneficially owns 128,544,174 units, representing limited liability company interests, of Linn Energy, LLC, representing 36 percent of the Units outstanding. On March 22, 2016, the board of directors of LinnCo approved the offer to exchange for each outstanding Unit validly tendered and not validly withdrawn in the offer, one LinnCo share. LinnCo estimates that the total amount of cash required to complete the Exchange Offer will be approximately $800,000, which consists of transaction fees and expenses associated with the Exchange Offer. The offer is not conditioned upon any financing arrangements or contingencies. "The purpose of the Exchange Offer is to permit holders of Units to maintain their economic interest in the Issuer through LinnCo, an entity that is taxed as a corporation rather than a partnership, which may allow unitholders of the Issuer to avoid future allocations of taxable income and loss, including cancellation of indebtedness income, that could result from future debt restructurings or other strategic transactions by the Issuer." A full-text copy of the regulatory filing is available at: http://is.gd/0weeli About Linn Energy LINN Energy, LLC (NASDAQ: LINE) -- http://www.linnenergy.com/-- is an oil and natural gas company. The Company is focused on acquiring, developing and maximizing cash flow from a portfolio of oil and natural gas assets. The Company's properties are located in the United States, in the Rockies, the Hugoton Basin, California, east Texas and north Louisiana (TexLa), the Mid-Continent, the Permian Basin, Michigan/Illinois and south Texas. Linn Energy reported a net loss of $4.75 billion on $2.88 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss of $452 million on $4.98 billion of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Linn Energy had $9.97 billion in total assets, $10.2 billion in total liabilities and a $269 million in unitholders' deficit. * * * The Troubled Company Reporter, on Feb. 8, 2016, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based oil and gas exploration and production (E&P) company Linn Energy LLC to 'CCC' from 'B+'. S&P also lowered its corporate credit rating on Berry Petroleum Co. LLC to 'CCC' from 'B+'. The outlook is negative. Linn Energy, LLC carries a 'Caa1' corporate family rating from Moody's Investors Service. * * * The Troubled Company Reporter, on Feb. 8, 2016, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based oil and gas exploration and production (E&P) company Linn Energy LLC to 'CCC' from 'B+'. S&P also lowered its corporate credit rating on Berry Petroleum Co. LLC to 'CCC' from 'B+'. The outlook is negative. Linn Energy, LLC carries a 'Caa1' corporate family rating from Moody's Investors Service. LIQUIDMETAL TECHNOLOGIES: Scott Gillis Quits as Director -------------------------------------------------------- Scott Gillis resigned as a director of Liquidmetal Technologies, Inc., on March 24, 2016, according to a regulatory filing with the Securities and Exchange Commission. Mr. Gillis did not resign because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss of $7.31 million on $125,000 of total revenue for the year ended Dec. 31, 2015, compared to a net loss and comprehensive loss of $6.55 million on $603,000 of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $7.27 million in total assets, $2.88 million in total liabilities and $4.38 million in total shareholders' equity. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, stating that the Company has suffered recurring losses from operations, has negative cash flows from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. MEDICURE INC: To Announce 2015 Financial Results on March 30 ------------------------------------------------------------ Medicure Inc. will release financial results for the fourth quarter and fiscal year ended Dec. 31, 2015, after market close on Wednesday, March 30, 2016. Medicure will hold a conference call and webcast regarding the results on Thursday, March 31, 2016, at 7:30 a.m. Central Time (8:30 AM Eastern Time). Conference Call Info: Topic: Medicure's Fiscal Year 2015 Results Call date: Thursday March 31, 2016 Time: 7:30 a.m. Central Time (8:30 a.m. Eastern Time) Canada toll-free: 1 (866) 285-7719 (Canada Toll: 1 (647) 317-3076) United States toll-free: 1 (800) 920-7487 (US Toll: 1 (404) 920-1710) Passcode: 5987 971 # Webcast: This conference call will be webcast live over the internet and can be accessed from the Medicure investor relations page at the following: http://www.medicure.com/investors.html You may request international country-specific access information by e-mailing the company in advance. Management will accept and answer questions related to the financial results and its operations during the question-and-answer period at the end of the conference call. A recording of the call will be available following the event at the company's website. About Medicure Inc. Medicure -- http://www.medicure.com/-- is a specialty pharmaceutical company focused on the development and commercialization of therapeutics for the U.S. hospital market. The primary focus of the Company and its subsidiaries is the marketing and distribution of AGGRASTAT (tirofiban HCl) for non-ST elevation acute coronary syndrome in the United States, where it is sold through the Company's U.S. subsidiary, Medicure Pharma, Inc. Ernst & Young LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has experienced losses and has accumulated a deficit of C$127 million since incorporation and has a working capital deficiency of C$503,000 as at Dec. 31, 2014. The Company reported net income of C$1.2 million on C$5.26 million in revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2015, Medicure had C$12.1 million in total assets, C$10.2 million in total liabilities and a C$1.95 million in total equity. MIDSTATES PETROLEUM: Provides Q4 and 2015 Operational Update ------------------------------------------------------------ Midstates Petroleum Company, Inc., disclosed it is in the process of finalizing the 2015 annual report on Form 10-K and anticipates filing with the SEC by March 30, 2016. The Company will not be hosting an earnings conference call in connection with its fourth quarter and full-year 2015 results. Operational Update During the fourth quarter of 2015, total Company production averaged 30,890 barrels of oil equivalent (Boe) per day of which approximately 37% was oil, 22% was natural gas liquids and the balance was natural gas. Midstates currently estimates operating capital expenditures were in the range of $53 million to $55 million for the fourth quarter 2015 and in the range of $282 million to $284 million for the full year. Additionally, the Company anticipates adjusted EBITDA (before debt restructuring costs and advisory fees) for fourth quarter 2015 was in the range of $70 million to $72 million and $350 million to $352 million for the year. Mississippian Lime Update Production from the Mississippian Lime properties averaged 25,222 Boe per day for the fourth quarter of 2015, a decrease of approximately 4% compared to third quarter 2015. Full year 2015 production averaged 26,282 Boe per day, an increase of approximately 22% over the full year 2014. Through February 2016, the Company had 299 wells on production for more than 30 days with an average peak 30-day production rate of 559 Boe per day. The Company had three rigs drilling in its Mississippian Lime horizontal well program in Woods and Alfalfa Counties, Oklahoma for the entire quarter. Midstates spud a total of 19 gross wells, of which seven were producing, 11 were awaiting completion and one was drilling as of Dec. 31, 2015. The Company brought 17 fracture stimulated horizontal wells online during the fourth quarter. The Company is currently operating one rig in the Mississippian Lime and plans to continue operating a one rig program in the near term. The Company's operating efficiencies continue to reduce well costs and Midstates' current standard AFE well cost is $2.6 million. With current standard AFE well cost of $2.6 million, Midstates is generating rates of return in excess of 25% at strip pricing as of March 21, 2016. Anadarko Basin Update The Company does not currently plan to operate any rigs in the Anadarko Basin area in the near term. Due to the commodity price environment, Midstates' focus in the basin in 2015 was on its high-return capital and expense workover program designed to offset some natural production decline and to reduce lease operating costs. The Company intends to continue a limited workover program during 2016. Midstates did not spud or bring on line any new wells during the fourth quarter and had no wells awaiting completion on Dec. 31, 2015. Production for the fourth quarter and full year in the area averaged 5,668 Boe per day and 6,222 Boe per day, respectively. Production and Pricing Production during the fourth quarter of 2015 totaled 30,890 Boe per day, down 9% from 33,765 Boe per day in the fourth quarter of 2014 and down 5% when compared to 32,609 Boe per day during the third quarter of 2015. Fourth quarter 2015 production from the Company's Mississippian Lime properties contributed roughly 82%, or 25,222 Boe per day, and the Anadarko Basin properties contributed roughly 18%, or 5,668 Boe per day. Mississippian Lime production declined from prior periods due to reduced rig activity. Production in the Anadarko Basin declined from prior periods due to limited capital activity. The Company had hedges in place on approximately 1.1 million barrels of oil, or 12,000 barrels of oil per day, in the fourth quarter of 2015 at an average price of approximately $71.56 per barrel. Additionally, Midstates had gas hedges in place on approximately 4.6 million British Thermal Units, or 50,000 million BTUs per day, in the fourth quarter of 2015 at an average price of approximately $4.13 per million BTUs. Midstates did not add any new hedges on its production during the fourth quarter of 2015 and is currently unhedged for 2016. Proved Reserves Midstates estimated proved reserves for year-end 2015 totaled 73.5 million Boe, down 52% from 153.7 MMBoe at year-end 2014. As a result of the uncertainty regarding financing the development of the Company's proved undeveloped reserves within the SEC's five year window, Midstates reclassified all of its PUDs (approximately 257 locations) scheduled to be drilled after March 31, 2016 to the probable reserve category. The Company's year-end 2015 reserves consisted of 69.1 MMBoe of proved developed and 4.4 MMBoe of proved undeveloped reserves, which were comprised of 34% oil, 22% NGLs, and 44% natural gas. Geographically, 88% are in the Mississippian (which includes the Mississippian Lime and Hunton properties in Oklahoma) and 12% are in the Anadarko Basin in Oklahoma and Texas. At year-end 2015, Midstates' proved reserves, as prepared utilizing SEC pricing, had a net present value discounted at 10% ("PV10") of $513 million. The Company's estimated reserves at year-end 2015 were based on the average oil, NGL, and natural gas prices for each month, which were $50.28 per barrel ("Bbl"), $17.44 per Bbl, and $2.59 per million BTUs, compared to $94.99 per Bbl, $39.17 per Bbl, and $4.35 per million BTUs, respectively, for 2014. The Company currently estimates its year-end 2015 total technical reserve base ("3P") to be approximately 307.1 MMBoe, consisting of 162.4 MMBoe of proved (including the volumes attributable to the PUDs reclassified to probable reserves for SEC purposes as discussed above), 46.3 MMBoe of probable, and 98.4 MMBoe of possible reserves. At March 21, 2016, strip pricing, proved PV-10 value was approximately $785.8 million (of which approximately 30% related to technically proved undeveloped reserves), probable PV-10 value was approximately $24.0 million, and possible PV-10 value was approximately $97.9 million. After applying discount rates typical for transactions in the oil and gas industry to the 3P value of its reserves discussed above, and after considering cash on hand and the estimated fair market value of other assets, the Company estimates that its unencumbered assets, which primarily consist of certain fixed assets and proved locations and acreage, represent approximately 1% of this total asset value. Liquidity Beginning Feb. 4, 2016, Midstates borrowed approximately $249 million under the Company's revolving credit facility, which represented the remaining undrawn amount that was available under the credit facility. As of March 23, 2016, following the funding of this borrowing, the aggregate principal amount of borrowings under the credit facility were approximately $252 million, including approximately $2.8 million of outstanding letters of credit, and the Company's cash balance was approximately $317.4 million. About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates reported net income of $117 million on $794 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $344 million on $470 million of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $2.47 billion in total assets, $2 billion in total liabilities and $466 million in total stockholders' equity. The Company's independent auditor, Deloittee & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that Midstates' projected debt covenant violation and resulting lack of liquidity raise substantial doubt about its ability to continue as a going concern. * * * Midstates Petroleum carries a 'B' corporate credit rating from Standard & Poor's Ratings Services. As reported by the TCR on April 8, 2013, Moody's Investors Service affirmed Midstates Petroleum's 'B3' Corporate Family Rating. NAKED BRAND: Michael Flanagan Quits as Chief Financial Officer -------------------------------------------------------------- Michael Flanagan retired as chief financial officer and chief operating officer of Naked Brand Group Inc. effective March 17, 2016. According to a regulatory filing with the Securities and Exchange Commission, Mr. Flanagan's retirement was coordinated with the appointment of Naked's Vice President of Finance, Kai-Hsiang Lin, to ensure a timely and efficient transition of financial management and administrative responsibilities. In connection with his retirement, Naked entered into a separation agreement with Mr. Flanagan, dated March 17, 2016, pursuant to which Mr. Flanagan will receive (i) severance payment equal to $100,000, which is the equivalent of six months of severance pay, payable in equal monthly installments and (ii) a payment equal to accrued and unused vacation time through the Retirement Date. Additionally, unvested stock options will continue to vest in accordance with such options' terms and vested options will be exercisable until 90 days after the Retirement Date at which time the vested options will expire. Effective March 22, 2016, and in connection with the retirement of Mr. Flanagan, Naked's Board of Directors appointed Kai-Hsiang Lin to serve as Naked's vice president of finance and in the capacity as Naked's principal financial officer until the earlier of a successor's appointment or his resignation. Mr. Lin, age 52, has been an employee of Naked since February 2016. From March 2014 to February 2016, Mr. Lin was corporate controller for HVS Global Hospitality Services, a leading consulting and services organization focused on the hotel, mixed-use, share ownership, gaming and leisure industries. From June, 1991 to February, 2014, Mr. Lin was corporate controller for The Good Stuff Company, LLC, a distributor and manufacturer of licensed toys and novelties, and a nationwide toy crane service operator with more than 200 employees nationwide. Mr. Lin holds a BBA in Accounting from the Fu-Jen Catholic University in Taipei, Taiwan, and an MBA in Computer Information Systems from Baruch College, CUNY, New York. As compensation for his services to Naked, Naked has agreed to pay Mr. Lin a base salary of $140,000 per year. Mr. Lin will also be entitled to participate in Naked's employee benefit plans. About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. Naked Brand reported a net loss of $21.07 million for the year ended Jan. 31, 2015, compared to a net loss of $4.23 million for the year ended Jan. 31, 2014. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2015, citing that the Company incurred a net loss of $21,078,265 for the year ended Jan. 31, 2015, had a capital deficit of $2,224,180 at Jan. 31, 2015, and the Company expects to incur further losses in the development of its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Oct. 31, 2015, the Company had $2.01 million in total assets, $2.46 million in total liabilities and a $444,074 total capital deficit. Going Concern "At October 31, 2015, we did not have sufficient working capital to implement our proposed business plan over the next 12 months, had not yet achieved profitable operations and expect to continue to incur significant losses from operations in the immediate future. These factors cast substantial doubt about our ability to continue as a going concern. To remain a going concern, we will be required to obtain the necessary financing to meet our obligations and repay our substantial existing liabilities as well as further liabilities arising from normal business operations as they come due. Management plans to obtain the necessary financing through the issuance of equity to existing stockholders. Should we be unable to obtain this financing, we may need to substantially scale back operations or cease business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances that we will be able to obtain additional financing necessary to support our working capital requirements. To the extent that funds generated from operations are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us," the Company stated in its quarterly report for the period ended Oct. 31, 2015. NATIONS INSURANCE: A.M. Best Cuts Issuer Credit Rating to bb ------------------------------------------------------------ A.M. Best has downgraded the financial strength rating to B (Fair) from B+ (Good) and the issuer credit rating to "bb" from "bbb-" of Nations Insurance Company (Nations) (Anaheim, CA). The outlook for both ratings has been revised to negative from stable. The ratings downgrade and negative outlook are based on a material decline in Nations' risk-adjusted capitalization in the fourth quarter of 2015 to below a level supportive of its ratings. This deterioration was driven by significant premium growth and a decline of policyholders' surplus. The ratings and outlook reflect Nations' marginal risk-adjusted capitalization, recently unfavorable operating performance, significant fluctuations in premium growth and limited business profile. These negative rating factors are partially mitigated by management's local market knowledge of the private passenger non-standard auto market in California. Nations' negative rating attributes include historical underwriting variability, driven in part by significant fluctuations in premium growth. This was evident in 2015, when the company reported significant premium growth, and underwriting results, operating earnings and statutory surplus deteriorated. However, management has stated that they will be implementing two rate increases in early 2016, which they expect to slow policy growth and improve underwriting profitability. In addition, as a single-state non-standard private passenger auto writer in California, the company remains susceptible to adverse changes in the judicial, legislative and economic environments, as well as increased competition. Negative rating actions could occur from a further decline in risk-adjusted capitalization and/or additional deterioration in operating performance. NEW GULF RESOURCES: ENXP Asserts Security Interests Valid, Senior ----------------------------------------------------------------- Energy & Exploration Partners, LLC ("ENXP") filed with the U.S. Bankruptcy Court for the District of Delaware a complaint for declaratory judgment against debtor New Gulf Resources, LLC, MidFirst Bank and The Bank of New York Mellon Trust Company, N.A. MidFirst Bank is being sued in its capacity as administrative agent and issuer of letters of credit under a Credit Agreement, dated June 12, 2014 ("First Lien Administrative Agent"). The Bank of New York Mellon Trust Company, N.A., is being sued in its capacity as indenture trustee and collateral agent under the Indenture dated May 9, 2014 ("Second Lien Administrative Agent"). ENXP is a party to two Joint Operating Agreements ("JOA") with New Gulf. New Gulf's obligations under the JOAs are secured by a first priority security interest granted to ENXP in all of New Gulf's interests in the Oil and Gas Leases and Oil and Gas Interests in the Contract Area, as well as in the related personal property and fixtures. To perfect its liens and security interests in New Gulf's property, ENXP contends that it recorded the Model Form Recording Supplement to Operating Agreement and Financing Statement to each JOA. ENXP further contends that on addition to the security interest granted to it under the JOAs, Texas statutorily grants an automatically perfected security interest in oil and gas production and the proceeds therefrom in favor of interest owners, as secured parties, to secure the obligations of the first purchaser of oil and gas production. ENXP asserts that the Texas statute provides it with a perfected lien in the oil and gas production from the leases subject to the JOAs and the associated revenues generated ("Production and Proceeds Security Interest"). ENXP timely filed its proof of claim in New Gulf's bankruptcy case ("Claim"), asserting a secured claim of at least $15 million. ENXP's Claim is based on two distinct claims against New Gulf–one for unpaid working interests and one for damages related to New Gulf's purchase, operation and subsequent sale of a gas gathering system without providing ENXP an opportunity to participate and a proportionate share of the revenues therefrom. As both claims are based on breaches of the JOAs, both are also secured by ENXP's valid, perfected security interests under the JOAs. ENXP tells the Court that it is entitled to a judgment declaring: (a) that its liens and security interests in the JOA Collateral and the Production and Proceeds Security Interest are valid, perfected and otherwise unavoidable as of the Petition Date, and secure an allowed secured claim arising under the JOAs pursuant to 28 U.S.C. Sections 2201 and 2202; and (b) that its liens and security interests in the JOA Collateral and ENXP's Production and Proceeds Security Interest are senior to and have priority over the Prepetition Lenders' Prepetition Liens pursuant to 28 U.S.C. Sections 2201 and 2202. Energy & Exploration Partners, LLC, is represented by: Robert J. Dehney, Esq. Andrew R. Remming, Esq. Erin R. Fay, Esq. MORRIS, NICHOLS, ARSHT & TUNNEL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899 Telephone: (302)658-9200 Facsimile: (302)658-3989 E-mail: rdehney@mnat.com aremming@mnat.com efay@mnat.com About New Gulf Resources Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf Resources is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties, focused primarily in the East Texas Basin. New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC, and NGR Finance Corp. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12566) on Dec. 17, 2015. The petitions was signed by Danni Morris as chief financial officer. The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and notice agent. Judge Brendan Linehan Shannon has been assigned the case. NEWBURY COMMON: Dechert, et al., Also Represent Additional Debtors ------------------------------------------------------------------ The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware issued a supplemental joint administration order in the Chapter 11 cases of Newbury Common Associates, LLC, et al., holding that all orders entered related to the retention of Dechert LLP, Young Conaway Stargatt & Taylor, LLP, Anchin Block & Anchin LLP, and Beilinson Advisory Group will apply with respect to the additional Debtors' cases. In the previous order, the Court directed the joint administration of the cases for procedural purposes only, and will not be a substantive consolidation of the respective cases. Cases will be administered under Case No. 15-12507. About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NORANDA ALUMINUM: Court Issues Final Order Allowing DIP Financing ----------------------------------------------------------------- Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri, Southeastern Division, issued a final order authorizing debtors Noranda Aluminum, Inc., et al., to obtain postpetition financing. The Debtors sought for authorization to obtain postpetition financing consisting of: (a) a superpriority, secured asset-based revolving credit facility in the principal amount of $130,000,000 ("ABL DIP Facility" from Bank of America, N.A., in its separate capacities as administrative and collateral agent ("ABL DIP Agent") and as lender, and certain other financial institutions ("ABL DIP Lenders"), and (b) a superpriority, multiple-draw secured term loan facility in an aggregate principal amount of up to $35,000,000, in the form of Initial Term Loans and Delayed Draw Term Loans ("Term DIP Facility") from Cortland Capital Market Services, LLC, in its separate capacities as administrative and collateral agent ("Term DIP Agent"), and certain lenders ("Term DIP Lenders"). Prepetition, the Debtors entered into an ABL Credit Agreement ("Pre-Petition ABL Loan Agreement") with certain financial institutions, in their capacity as lenders ("Pre-Petition Lenders") and Bank of America, as administrative and collateral agent ("Pre-Petition ABL Agent"), where a revolving credit facility was established and letters of credit were issued for the domestic Debtors, in the aggregate principal amount up to $250,000,000. The Debtors also entered into a Credit Agreement ("Pre-Petition Term Loan Agreement") with certain financial institutions in their capacity as lenders ("Pre-Petition Term Lenders") and Cortland Capital Market Services, LLC, in its separate capacities as administrative agent and collateral agent for the Pre-Petition Term Lenders ("Pre-Petition Term Agent"), where term loans were made to Noranda Aluminum Acquisition Corp. ("Term Borrower") in an original aggregate principal amount of up to approximately $485,000,000. As of the Petition Date, the Pre-Petition Obligors were jointly and severally indebted and liable: (a) under the Pre-Petition ABL Loan Documents to Pre-Petition ABL Credit Parties for revolving credit loans in the approximate principal amount of $61,500,000, for fees, expenses, and other charges associated with depository accounts and other banking products and services, and on a contingent basis in the approximate amount of $44,900,000 in face amount of standby letters of credit; and (b) under the Pre-Petition Term Loan Documents to the Pre-Petition Term Credit Parties for term loans in the approximate principal amount outstanding as of the Petition Date of $468,098,674. Judge Schermer acknowledged that an immediate and ongoing need exists for the Debtors to obtain the DIP Financing in order to permit, among other things, the orderly continuation of the operation of their businesses, to maintain business relationships with vendors, suppliers and customers, to pay payroll obligations, to satisfy other working capital and operational needs so as to maximize the value of their respective businesses and assets as debtors in possession under Chapter 11 of the Bankruptcy Code. He further acknowledged that the Debtors do not have sufficient available resources of working capital to operate their businesses in the ordinary course without postpetition financing. Judge Scherner added that the Debtors' ability to maintain business relationships with vendors and customers, to pay employees, and otherwise to fund operations is essential to the Debtors' viability and preservation of the going concern value of their businesses. The ABL DIP Lenders' willingness to make ABL DIP Credit Extensions and the Term DIP Lenders' willingness to make Term DIP Credit Extensions are conditioned upon, among other things, the following: (i) the Debtors obtaining Court approval to enter into the DIP Loan Agreements and all of the obligations of the Debtors and all rights and remedies of the DIP Credit Parties thereunder; (ii) the Debtors' provision of the adequate protection provided for in the Financing Orders of the Pre-Petition Credit Parties' interests in the Pre-Petition Collateral pursuant to Sections 361 and 363 of the Bankruptcy Code; and (iii) (x) the ABL DIP Agent receiving, on behalf of the ABL DIP Credit Parties and as security for the prompt payment of all ABL DIP Loans made by the ABL DIP Credit Parties, perfected security interests in and liens upon, each Debtor's pre-petition and post-petition real and personal property("ABL DIP Collateral"), provided that the ABL DIP Collateral shall only include, in the case of pledged equity interests of Noranda Bauxite Ltd. ("Jamaican Borrower"), 65% of the equity interests in the Jamaican Borrower and shall not include the additional 35% of such equity interests ("Additional NBL Equity Interests") that comprise a part of the Term DIP Collateral; and (y) the Term DIP Agent receiving, on behalf of the Term DIP Credit Parties and as security for the prompt payment of all Term DIP Loans (except Term DIP Loans to the Jamaican Borrower) made by the Term DIP Credit Parties, perfected security interests in and liens upon all of Debtors' pre-petition and post-petition real and personal property ("Term DIP Collateral"). A full-text copy of the Final DIP Order dated March 11, 2016, is available at http://is.gd/t68UqK About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. NORANDA ALUMINUM: Objections Filed, Auction Moved to June 2 ----------------------------------------------------------- The Pension Benefit Guaranty Corporation and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Eastern District of Missouri, Southern Division, their respective objections to debtors Noranda Aluminum, Inc., et. al.'s motion to establish bidding procedures for the sale of their Downstream business, as well as the approval of the sale of the Downstream business. "PBGC objects to the Motion because the proposed Bidding Procedures fail to take into account the possibility that a Qualified Bidder may wish to assume the defined benefit pension plans sponsored by the Debtors. Similarly, the Bidding Procedures fail to expressly provide that the Debtors will credit the value of any pension liabilities assumed when determining the highest and best bid. Further, the Bidding Procedures reserve certain rights to a Stalking Horse Agreement that does not exist. Last, the truncated sale timeline and the lack of any meaningful marketing of the Debtors' property suggest that this is not a sale process with the proper goal to obtain the highest price or greatest overall benefit possible for the estate. Consequently, more time must be allocated to this process if a truly robust sale process is to occur," the PBGC avers. The PBGC tells the Court that it will communicate its concerns with the Bidding Procedures to the Debtors and provide the Debtors with proposed language regarding assumption of the defined benefit pension plans. PBGC hopes that a consensual resolution of its objection is possible and that it filed its objection because such resolution may not be reached before the March 21, 2016 hearing. The Creditors Committee relates that the Debtors have advised it that the deadlines set forth in the proposed Bidding Procedures Order and the Bidding Procedures will be extended in light of the extension of the Milestones in the Court's Final DIP Order. The revised deadlines are as follows: Date ---- Final Bid Deadline May 26, 2016 Sale Objection Deadline May 31, 2016 Auction June 2, 2016 Sale Hearing June 7, 2016 Target Closing Date June 30, 2016 "To the extent that any revised Bidding Procedures Order does not extend the Sale Deadlines to at least the above dates, the deadlines are unreasonably short under any standard because, in a case of this size and operational complexity, they unduly restrict the ability of bidders, particularly bidders who were recently invited to join the sale process, to conduct due diligence, secure financing and take other measures to analyze and review the Debtors' business, all of which are required to formulate a bid... Accordingly, unless these deficiencies are remedied, the Bidding Procedures Order should not be approved," the Official Committee contends. The Creditors Committee asserts that the Bidding Procedures should be amended to require, among others, the following: (a) The Debtors to exercise their right to take any and all actions necessary or appropriate to implement the Bidding Procedures, in their reasonable discretion, in consultation with the Committee; (b) The Debtors to exercise their right to conduct and implement the Auction, in the reasonable discretion of the Debtors in consultation with the Committee; (c) The Debtors to determine the parties entitled to attend the Auction, in the reasonable discretion of the Debtors in consultation with the Committee; (d) Consultation with the Committee regarding the holding of claimed Cure Amount in reserve pending further order of the Court or mutual agreement of the parties if a contract counter-party objects solely to Cure Amount; (e) Consultation with Committee regarding whether a Bid includes reasonably acceptable written evidence demonstrating appropriate corporate authorization to consummate the proposed Sale Transaction. The Pension Benefit Guaranty Corporation is represented by: Michael I. Baird, Esq. Thea D. Davis, Esq. PENSION BENEFIT GUARANTY CORPORATION 1200 K Street, N.W. Washington, D.C. 20005 Telephone: (202)326-4020 ext. 6222 Facsimile: (202)326-4112 E-mail: baird.michael@pbgc.gov efile@pbgc.gov The Official Committee of Unsecured Creditors is represented by: Kenneth A. Rosen, Esq. Sharon L. Levine, Esq. Jeffrey D. Prol, Esq. Scott Cargill, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Telephone: (973)597-2500 Facsimile: (973)597-2400 E-mail: krosen@lowenstein.com slevine@lowenstein.com jprol@lowenstein.com scargill@lowenstein.com - and - Bruce S. Nathan, Esq. David M. Banker, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Telephone: (212)262-6700 Facsimile: (212)262-7402 E-mail: bnathan@lowenstein.com dbanker@lowenstein.com - and - Lisa A. Epps, Esq. SPENCER FANE LLP 1000 Walnut Street, Suite 1400 Kansas City, MO 64106 Telephone: (816)474-8100 Facsimile: (816)474-3216 E-mail: lepps@spencerfane.com - and - Sherry K. Dreisewerd, Esq. Eric C. Peterson, Esq. Ryan C. Hardy, Esq. SPENCER FANE LLP 1 N. Brentwood Boulevard Suite 1000 St. Louis, MO 63105 Telephone: (314)863-7733 Facsimile: (314)862-4656 E-mail: sdreisewerd@spencerfane.com epeterson@spencerfane.com rhardy@spencerfane.com About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. OKLAHOMA FARM: A.M. Best Hikes Financial Strength Rating to B ------------------------------------------------------------- A.M. Best has upgraded the financial strength rating to B (Fair) from B- (Fair) and the issuer credit rating to "bb+" from "bb-" for the members of the Oklahoma Farm Bureau Group: Oklahoma Farm Bureau Mutual Insurance Company and its wholly owned subsidiary, AgSecurity Insurance Company, collectively referred to as Oklahoma Farm Bureau. The outlook for the ratings has been revised to positive from stable. All companies are domiciled in Oklahoma City, OK. The upgrade of the ratings reflects Oklahoma Farm Bureau's improved underwriting results and surplus appreciation. As a result, operating performance has been favorable, underwriting leverage ratios have improved and overall risk-adjusted capitalization has strengthened. These results are due to significant risk management and exposure reduction initiatives implemented by management, which have materialized favorably. The positive outlook reflects A.M. Best's opinion that favorable operating results and improvements in risk-adjusted capitalization will continue. Offsetting rating factors include Oklahoma Farm Bureau's historically volatile operating results and significant variation in overall risk-adjusted capitalization over the past five years. As a result, the group's five-year average pre-tax and total returns on revenue and equity compare unfavorably to the private passenger standard auto and homeowners composite. Recent results have improved due to implemented risk management initiatives, exposure reduction and milder weather patterns. While results have improved, volatility in prior year results still remains a concern. Recent underwriting gains and surplus growth have been somewhat diminished due to interest expense and repayment of some of the group's surplus notes. The group's geographic concentration of risk as a single state writer in Oklahoma exposes it to frequent and severe weather-related events, as well as judicial, economic and legislative restrictions. OPTIMUMBANK HOLDINGS: Reports $163,000 Net Loss for 2015 -------------------------------------------------------- OptimumBank Holdings, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $163,000 on $4.53 million of total interest income for the year ended Dec. 31, 2015, compared to net earnings of $1.60 million on $5.39 million of total interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, OptimumBank had $127.47 million in total assets, $124.51 million in total liabilities and $2.96 million in total stockholders' equity. Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company is in technical default with respect to its Junior Subordinated Debenture. The holders of the Debt Securities could demand immediate payment of the outstanding debt of $5,155,000 and accrued and unpaid interest, which raises 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/VdBKGI About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100 percent of OptimumBank, a state (Florida)-chartered commercial bank. The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. Effective April 16, 2010, the Bank consented to the issuance of a consent order by the Federal Deposit Insurance Corporation and the Florida Office of Financial Regulation. OUTER HARBOR: Prime Clerk Okayed as Claims and Noticing Agent ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Outer Harbor Terminal, LLC, to employ Prime Clerk as claims and noticing agent nunc pro tunc to the Feb. 5, 2016. Prime Clerk is expected to, among other things: (a) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (b) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service and (iv) the date served; and (c) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area. The firm's hourly rates are as follows: A. Claim And Noticing Rates are: Title Hourly Rate ----- ----------- Analyst $30 - $45 Technology Consultant $70 - $95 Consultant $90 - $130 Senior Consultant $135 - $160 Director $170 - $190 B. Public Securities and Solicitation Rates are: Solicitation Consultant $180 Director of Solicitation $200 Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, discloses that upon execution of the engagement agreement, the Debtor provided Prime Clerk an advance in the amount of $5,000. Prime Clerk seeks to hold this advance under the Engagement Agreement during the case as security for the payment of fees and expenses incurred under the engagement agreement. To the best of the Debtor's knowledge, Prime Clerk is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Marisa A. Terranova Fissel, Esq., at Richards, Layton & Finger, P.A. submitted a certification of counsel regarding application, stating that the U.S. Trustee has indicated that it has no objection to entry of the proposed form of order. 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: Wants Aug. 1 Set as Governmental Unit Bar Date ------------------------------------------------------------ Outer Harbor Terminal, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to establish: -- 5:00 p.m. of at least 30 days after the service date as the general bar date by which all entities, must file proofs of claim in the Chapter 11 case asserting a claim against the Debtor that arose prior to Feb. 1, 2016, including a claim pursuant to Section 503(b)(9) of the Bankruptcy Code; -- Aug. 1, 2016, at 5:00 p.m. as the date by which governmental units must file proofs of claim in the case; and -- the date by which entities must file proofs of claim in the case as a result of the Debtor's amendment, if any, to its schedules of assets and liabilities to be filed in the case. 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. OWENS-ILLINOIS INC: S&P Revises Outlook to Neg. & Affirms 'BB' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its rating outlook on Owens-Illinois Inc. to negative from stable. At the same time, Standard & Poor's affirmed its ratings on the company, including its 'BB' long-term corporate credit and all its issue-level ratings. The negative outlook reflects S&P's view that weaker operating performance and cash flow generation should cause Owens-Illinois' credit measures to remain below levels that are appropriate for an aggressive financial risk profile. For the aggressive financial risk profile, S&P expects a funds from operations-to-debt ratio of 12% to 20% and a debt-to-EBITDA metric within the 4x to 5x range. Under S&P's base-case forecast, the company's credit measures will remain stretched in 2016. S&P could lower its ratings on Owens-Illinois within the next 12 months if integration challenges or lower-than-expected operating performance causes its adjusted debt-to-EBITDA metric to remain above 5x and funds from operations-to-total-debt ratio to remain below 12%. S&P could also lower its ratings on the company if it entered into an additional large debt-financed acquisition that caused its credit measures to deteriorate significantly. S&P may revise its outlook on the long-term corporate credit rating to stable within the next 12 months if Owens-Illinois' adjusted debt-to-EBITDA ratio improves beyond fiscal 2016 and S&P expect it will be in the 4x to 5x range on a sustained basis. This could occur if the company performs in line with or better than S&P's base-case expectations. PACIFIC EXPLORATION: EIG Pulls Out of Deal ------------------------------------------ Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that EIG Global Energy Partners has pulled its buyout offer for Pacific Exploration & Production Corp., one of a few possible deals that the Canadian-Colombian oil company was hoping would stave off the need to file for bankruptcy. According to the report, EIG Pacific Holdings, the entity formed by the Washington, D.C.-based energy-investment firm to acquire Pacific, announced on March 25 that it had ended its offer for $4.1 billion worth of Pacific's senior bonds. The tender offer expired March 24, and EIG said that all tendered bonds have been returned. EIG had offered the bondholders 16 cents on the dollar and had promised an overhaul of Pacific's management and to sell off assets. As previously reported by The Troubled Company Reporter, citing Dow Jones' Daily Bankruptcy Review, Pacific Exploration is evaluating six buyout offers to avoid bankruptcy, according to people familiar with the negotiations. The final offers, which include a management buyout and up to $500 million in loans, are due Wednesday, with the board expected to make a decision by the end of the week, the four people said, according to the report. Share prices of the Bogota, Colombia-based firm, which is also listed in Toronto, fell more than 95% in the past two years as lower oil revenues exposed poorly timed asset purchases, the report noted. As previously reported by the TCR, Pacific Exploration on Feb. 19 disclosed that the Company has reached an agreement (the "Noteholder Extension Agreement") with certain holders (the "2019 Noteholders") of its 5.375% senior notes due 2019 (the "2019 Notes") and certain holders (the "2025 Noteholders", and together with the 2019 Noteholders, the "Noteholders") of its 5.625% senior notes due 2025 (the "2025 Notes", and together with the 2019 Notes, the "Notes") pursuant to which the Noteholders have agreed, subject to certain terms and conditions, to forbear from declaring the principal amounts of such Notes (and certain additional amounts) due and payable (the "Forbearance") until March 31, 2016 (the "Extension Period"). unless otherwise stated. About Pacific Exploration Pacific Exploration & Production Corp. is a Canadian public company and a leading explorer and producer of natural gas and crude oil, with operations focused in Latin America. The Company has a diversified portfolio of assets with interests in more than 70 exploration and production blocks in various countries including Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's strategy is focused on sustainable growth in production & reserves and cash generation. The Troubled Company Reporter-Latin America, on Feb. 23, 2016, reported that Fitch Ratings says that the agency could downgrade its ratings on Pacific Exploration and Production Corp. (Pacific; Long-term Foreign and Local Currency Issuer Default Ratings of 'C') to restricted default (RD). This could occur after the expiration of the recently negotiated extension with bondholders of the time in which to declare principal due and payable on certain notes. Fitch considers the extension of multiple waivers or forbearance periods upon a payment default a restricted default given they represent a material reduction in terms compared with the original contractual terms. Furthermore, the extension of multiple waivers can be interpreted as a tool that is being conducted in order to avoid bankruptcy. * * * On Jan. 21, 2016, the TCR reported that Moody's Investors Service has downgraded Pacific Exploration & Production Corp (Pacific E&P)'s corporate family rating and senior unsecured debt ratings to C from Caa3. The TCR, on Jan. 20, 2016, reported that Standard & Poor's Ratings Services said it lowered its long-term corporate credit and issue-level ratings on Pacific Exploration and Production Corp (Pacific) to 'CC' from 'CCC+'. S&P also removed the rating from CreditWatch with negative implications. The outlook is negative. On Jan. 14, 2016, Pacific announced that it has elected to utilize the 30 day grace period rather than make the interest payments due on Jan. 19, 2016 and Jan. 26, 2016 of about $65 million. Although the company is still current on those obligations, S&P expects default to be a virtual certainty. PHYSICAL PROPERTY: Reports HK$795,000 Net Loss for 2015 ------------------------------------------------------- Physical Property Holdings Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of HK$795,000 on HK$1.07 million of rental revenue for the year ended Dec. 31, 2015, compared to a net loss of HK$820,000 on HK$1.05 million of rental revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Physical Property had HK$9.15 million in total assets, HK$12.27 million in total liabilities, all current, and a HK$3.12 million total stockholders' deficit. The Company's auditors, Mazars CPA Limited, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, stating that the Company had a negative working capital as of December 31, 2015 and incurred losses for the year then ended, which raised substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/5QbrAe About Physical Property Physical Property Holdings Inc. (PPYH.PK) is a Hong Kong-based real estate company. The company buys, sells, invests in and rents real estate in Hong Kong with five residential apartments in the area. PICO HOLDINGS: Leder Holdings Settles With PICO ----------------------------------------------- By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $664 million in assets and $434 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO and have agitated for governance and financial changes. Sean Leder owns 1% of PICO shares and seeks shareholder authorization to call a Special Meeting to remove and replace five directors. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. On March 22, 2016, PICO entered into an agreement with Leder Holdings. Principal Sean Leder will withdraw its consents for a special meeting of shareholders and has terminated its special meeting solicitation. John R. Hart, Chief Executive Officer of PICO, said, "We are pleased to have reached this agreement with Leder Holdings and look forward to now turning our full attention to executing on our strategic plan to return capital to shareholders as assets are monetized." Mr. Leder said, "We are gratified that, since our initial public engagement with PICO, the Company's Board of Directors has been substantially refreshed -- with five new independent directors added to the board. We are also pleased with the Company's commitment to return capital to shareholders as it monetizes certain assets. We believe that the groundwork has been laid for the refreshed Board and management team to effect positive change at the Company. Given these developments, we have decided to withdraw our request for the Special Meeting." Leder Holdings entered a standstill whereby it will not engage in any shareholder solicitations in opposition to PICO until the latter part of the advance notice period for director nominations in connection with PICO's 2018 Annual Meeting of Shareholders. In addition, PICO and Leder have agreed to terms regarding mutual releases, mutual non-disparagement and expense reimbursement. Morgan, Lewis & Bockius LLP and Cooley LLP advised PICO, while Leder Holdings was advised by Kramer Levin Naftalis & Frankel LLP and Munger, Tolles & Olson LLP. PICO HOLDINGS: Names Raymond Marino Chairman of Board ----------------------------------------------------- By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $664 million in assets and $434 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO and have agitated for governance and financial changes. Sean Leder owns 1% of PICO shares and seeks shareholder authorization to call a Special Meeting to remove and replace five directors. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. PICO's Board appointed Raymond V. Marino II non-executive Chairman of PICO's Board of Directors. "Ray is extremely well suited to serve as the Board's Chairman and I and the rest of the PICO Board look forward to working with Ray in his new role," said John R. Hart, PICO's Chief Executive Officer. "His extensive experience in real estate, investment management, executive-level management, risk oversight, strategic planning, financial reporting and corporate governance as well as public company board experience clearly provides him with the leadership, governance and other relevant experience needed to lead the PICO Board as it oversees PICO's execution of its business plan that contemplates, as assets are monetized, PICO would return capital back to shareholders through stock repurchases or through other means such as special dividends." "I am pleased and honored to have the opportunity to serve as Chairman of the PICO Board of Directors at such a pivotal time for PICO," said Mr. Marino. "I look forward to serving PICO in this important leadership and corporate governance role as PICO executes on its plans to return capital to shareholders. Additionally, as we transition the leadership of the Board, I would like to thank my fellow directors for their support, and recognize Carlos Campbell for the commitment, dedication and leadership he provided PICO over the past few months as lead independent director." About Raymond V. Marino II Since 2013, Mr. Marino has been in the investment advisory business where he is involved in researching, evaluating and negotiating a variety of investments for his personal portfolio and third party investors involving real estate and non-real estate investments, and has completed buy-side and sell-side real estate advisory assignments for third parties in excess of $130 million. From 2001 to 2013, Mr. Marino was the President and Chief Operating Officer, as well as a member of the board of directors, of Mission West Properties, Inc., a publicly traded real estate investment trust involved in the development, investment and management of an office and industrial portfolio that exceeded 9 million square feet. From November 1996 to August 2000, he was President, Chief Executive Officer and a member of the board of directors of Pacific Gateway Properties, Inc., a publicly traded real estate investment trust which owned and managed a diversified portfolio of assets. Mr. Marino is a Certified Public Accountant in the State of California (inactive), a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree. PITTSBURGH CORNING: Trustees Appointed to Injury Settlement Trust ----------------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania appointed Philip A. Pahigian, Jack T. Marionneaux, and Andrew MacQueen, as trustees of the Pittsburgh Corning Corporation Asbestos Personal Injury Settlement Trust. Judge Agresti authorized debtor Pittsburgh Corning Corporation to pay all reasonable fees and expenses incurred by the Trustees and their professionals prior to the Effective Date in anticipation of the establishment of the Trust, up to $3,000,000. He further authorized the Debtors to pay for all reasonable fees and expenses incurred by the Trustees and their professionals, upon receipt of monthly invoices. Judge Agresti held that all amounts paid by the Debtor pursuant to his Order will be treated as a loan to be repaid from the Trust's assets on the Effective Date. The Trustees were appointed after the Future Claimants' Representative and Official Committee of Asbestos Creditors filed a Motion seeking the appointment of Trustees for the Pittsburgh Corning Corporation Asbestos personal Injury Settlement Trust. No objection was made to the Motion. Lawrence Fitzpatrick, the Future Claimants' Representative is represented by: Joel M. Helmrich, Esq. DINSMORE & SHOHL LLP One Oxford Centre, Suite 2800 301 Grant Street Pittsburgh, PA 15219 Telephone: (412)281-5000 Facsimile: (412)281-5055 E-mail: joel.helmrich@dinsmore.com About Pittsburgh Corning Corporation Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000, to address numerous claims alleging personal injury from exposure to asbestos. At the time of the bankruptcy filing, there were about 11,800 claims pending against the Company in state court lawsuits alleging various theories of liability based on exposure to Pittsburgh Corning's asbestos products and typically requesting monetary damages in excess of $1 million per claim. Judge Thomas Agresti handles the bankruptcy case. Reed Smith LLP serves as counsel and Deloitte & Touche LLP as accountants to the Debtor. The U.S. Trustee appointed a Committee of Unsecured Trade Creditors on April 28, 2000. The Bankruptcy Court authorized the retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to the Committee of Unsecured Trade Creditors, and Pascarella & Wiker, LLP, as financial advisor. The U.S. Trustee also appointed a Committee of Asbestos Creditors on April 28, 2000. The Bankruptcy Court authorized the retention of these professionals by the Committee of Asbestos Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell & Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as special insurance counsel; (iv) Legal Analysis Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L. Tersigni Consulting, P.C. as financial advisor, and (vi) Professor Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered. The Asbestos Committee is presently represented by Douglas A. Campbell, Esq., and Philip E. Milch, Esq., at Campbell & Levine, LLC; and Peter Van N. Lockwood, Esq., Leslie M. Kelleher, Esq., and Jeffrey A. Liesemer, Esq., at Caplin & Drysdale, Chartered. On Feb. 16, 2001, the Court approved the appointment of Lawrence Fitzpatrick as the Future Claimants' Representative. The Bankruptcy Court authorized the retention of Meyer, Unkovic & Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as his special counsel, and Analysis, Research and Planning Corporation as his claims consultant. The FCR is presently represented by Joel M. Helmrich, Esq., at Dinsmore & Shohl LLP; and James L. Patton, Jr., Esq., Edwin J. Harron, Esq., and Sara Beth A.R. Kohut, Esq., at Young Conaway Stargatt & Taylor, LLP. In 2003, a plan of reorganization was agreed to by various parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court issued an order denying the confirmation of that plan, citing that the plan was too broad in addressing independent asbestos claims that were not associated with Pittsburgh Corning. On Jan. 29, 2009, an amended plan of reorganization (the Amended PCC Plan) -- which addressed the issues raised by the Court when it denied confirmation of the 2003 Plan -- was filed with the Bankruptcy Court. As reported by the TCR on April 25, 2012, Pittsburgh Corning, which is a joint venture between Corning Inc. and PPG Industries Inc., filed another amendment to its reorganization plan. PCC's balance sheet at Sept. 30, 2012, showed $29.4 billion in total assets, $7.52 billion in total liabilities and $21.9 billion in total equity. PMA MEDICAL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: PMA Medical Specialists, LLC a/d/b/a Prime Health Network 542 N. Lewis Road, Suite 207 Limerick, PA 19468 Case No.: 16-12016 Nature of Business: Health Care Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Edmond M. George, Esq. OBERMAYER REBMANN MAXWELL & HIPPEL, LLP Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 Tel: (215) 665-3140 E-mail: edmond.george@obermayer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Raymond J. Kovalski, MD, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. PORTER BANCORP: Incurs $3.21 Million Net Loss in 2015 ----------------------------------------------------- Porter Bancorp, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $3.21 million on $36.57 million of interest income for the year ended Dec. 31, 2015, compared to a net loss of $11.15 million on $39.51 million of interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Porter Bancorp had $948.72 million in total assets, $916.70 million in total liabilities and $32.01 million in total stockholders' equity. The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that "the Company has incurred substantial losses in 2015, 2014 and 2013, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-K is available for free at: http://is.gd/HWvTqB About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. PUERTO RICO: Rescue Plan Advances, Led by House Republicans ----------------------------------------------------------- Mary Williams Walsh, writing for The New York Times' DealBook, reported that politicians in Washington are coalescing around a financial plan to rescue Puerto Rico, just weeks before an expected major default on bond payments that would spread more turmoil through the island's shaky economy. According to the report, the plan, being drafted as legislation by House Republicans, would not grant Puerto Rico's most fervent request: permission to restructure its entire $72 billion debt in bankruptcy. It would, however, give the island certain crucial tools that bankruptcy proceedings can offer -- but only if it first comes under close federal oversight and meets other conditions, the report related. The oversight would be provided by a five-member voting board, selected by the president of the United States from candidates with expertise in finance, law or other relevant fields; at least two would have their primary residence in Puerto Rico, the report further related. The secretary of the Treasury and the governor of Puerto Rico would also serve on the board, but would not have a vote, the report said. The board would have offices both in Washington and San Juan, and would have the power to subpoena documents from both governments, the report added. It would audit Puerto Rico's government, improve operations, find savings and ultimately determine how much of the $72 billion debt really has to be restructured, if any, the DealBook said. The rescue package, according to DealBook, is primarily the work of House Republicans under the direction of Paul Ryan, the House speaker, in consultation with the Treasury Department and Democratic leaders, including Representative Nancy Pelosi, the minority leader. QUANTUM FUEL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Quantum Fuel Systems Technologies Worldwide, Inc. dba Quantum Technologies 25242 Arctic Ocean Drive Lake Forest, CA 92630 Case No.: 16-11202 Type of Business: The Debtor is an innovator, developer and producer of compressed natural gas fuel storage tanks and packaged fuel storage systems for heavy-, medium-, and light-duty trucks and passenger vehicles. Chapter 11 Petition Date: March 22, 2016 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Mark S Wallace Debtor's Counsel: Marshall J Hogan, Esq. FOLEY & LARDNER LLP 3579 Valley Centre Dr Ste 300 San Diego, CA 92130 Tel: 858-847-6700 Fax: 858-792-6773 E-mail: mhogan@foley.com - and - Victor A Vilaplana, Esq. FOLEY & LARDNER LLP 3579 Valley Centre Drive San Diego, CA 92130 Tel: 858-847-6700 Fax: 858-792-6773 E-mail: vavilaplana@foley.com Debtor's Kyle Koger Financial Nishant Machado Advisor: Robert Relief MACKINAC PARTNERS 201 Wilshire Boulevard, 2nd Floor Santa Monica, California 90401 Tel: (310) 917-1563 Email: kkoger@mackinacpartners.com nmachado@mackinacpartners.com rrelief@mackinacpartners.com Debtor's GARDEN CITY GROUP Claims and P.O. Box 10276 Noticing Dublin, Ohio 43017-5776 Agent: Toll Free: (855) 907-3240 Toll: (614) 524-5587 Email: QuantumTechInfo@gardencitygroup.com Total Assets: $23.1 million Total Debts: $21.7 million The petition was signed by Brian W. Olson, chief executive officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Asola Automotive $157,530 Solar Deutschland GmbH 99099 Erfurt Germany E-mail: erfurt@reinhardt-insolvenzverwalter.de Baker Hostetler $136,327 E-mail: jfinlin@bakerlaw.com Clean Air Power, Inc. $93,375 E-mail: accounting@cleanairpower.com Columbus Transportation & $87,600 Logistics, LLC E-mail: columbustransportation@gmail.com Concise Fabricators, Inc. $73,670 E-mail: aplatt@concisefab.com Convenience Transportation, LLC $67,097 E-mail: CSuhr@kwiktrip.com Dowding Industries, Inc. $591,226 449 Marlin Avenue Eaton Rapids, MI 48827 E-mail: rroberts@dowdingindustries.com Duggan Manufacturing LLC $159,897 E-mail: JNeagos@duggan mfg.com Exotic Rubber & Plastics $78,223 E-mail: catkins@erpc.com Haskell & White LLP $228,800 E-mail: ksmith@hwcpa.com ITT Industries Conoflow Inc. $125,089 E-mail: Christina.Carlino@itt.com Mainstay Fuel Technologies LLC $95,175 accounting@mainstayfueltech.com Mitsubishi Rayon - Sacramento $103,541 E-mail: martin.kokoshka@MRCFAC.com Performance Composites, Inc. $69,553 E-mail: mgarcia@performancecomposites.com Praxair Inc. $66,738 E-mail: Dick_Leon@praxair.com Sonoco Protective Solutions, Inc. $58,809 E-mail: Ryan.Mccutchen@@sonoco.com The Nasdaq $59,110 E-mail: DanPaulo.Vizconde@nasdaq.com Toray Carbon Fiber $2,157,166 America, Inc. 700 Parker Square Flower Mound, TX 75028 Tel: 832-331-0021 E-mail: Erin.Earnest@toraycfa.com WEH Technologies, Inc. (USA) $101,717 E-mail: tiffany.horsman@weh.us West Coast Gasket Co. Inc. $202,290 E-mail: aharren@westcoastgasket.com QUANTUM FUEL: Files Chapter 11 Petition to Facilitate Sale ---------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., a global leader in natural gas storage and delivery systems, integration and vehicle system technologies, on March 23 disclosed that that it filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Central District of California. The Company intends for the Chapter 11 filing to enable it to seek an acquirer through an expeditious 363 sale process. The Company, subject to obtaining court approval, has secured a $6.0 million debtor-in-possession financing commitment from Douglas Acquisitions, LLC, an affiliate of existing second position secured creditors of the Company. The Company has filed customary first-day motions with the Bankruptcy Court intended to support the continuation of its day-to-day operations for customers, employees, vendors and suppliers, and other business partners. Cautionary Statements The Company's shareholders are cautioned that trading in the Company's common stock during the pendency of the Chapter 11 Case is highly speculative and involves substantial risks. Trading prices for the Company's common stock may bear little or no relationship to the actual recovery, if any, by shareholders in the Company's Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common shares. If sufficient funds are not generated by the sale process or any Chapter 11 plan in excess of secured claims, priority claims and general unsecured claims, the holders of the Debtor's common stock might receive no distribution on account of their interests and, in the event of a Chapter 11 liquidation plan, their existing common stock may be cancelled. If certain requirements of the Bankruptcy Code are met, a liquidation plan can be confirmed notwithstanding its rejection by the Debtor's equity security holders and notwithstanding the fact that such equity security holders do not receive or retain any property or other value in respect of their equity interests. In the Chapter 11 case, the Company is required periodically to file various documents with, and provide certain information to, the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities, monthly operating reports, and other financial information. Such materials will be prepared according to requirements of federal bankruptcy law. While they would be expected to accurately provide then-current information required under federal bankruptcy law, such materials will contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from that used in the Company's consolidated financial statements filed with the SEC under the federal securities laws. Accordingly, the Company believes that the substance and format of such materials do not allow meaningful comparison with its publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to the Company's securities or for comparison with other financial information filed with the SEC. 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. QUANTUM FUEL: Files for Bankruptcy After Defaulting on $2.7M Debt ----------------------------------------------------------------- With no financial lifeline in sight, Quantum Fuel Systems Technologies Worldwide, Inc. was left with no other option but to seek creditor protection in the U.S. Bankruptcy Court for the Central District of California (Bankr. C.D. Cal. Case No. 16-11202) on March 22, 2016. The Chapter 11 bankruptcy petition, signed by Quantum Fuel Chief Executive Officer Brian W. Olson, listed total assets of $23.1 million and total debts of $21.7 million as of the Petition Date. Based in Lake Forest, California, Quantum Fuel is a developer and producer of compressed natural gas (CNG) fuel storage tanks and packaged fuel storage systems. The Debtor also produces integrated vehicle system technologies, including engine and vehicle control systems and drivetrains. The Debtor supplies its tanks and systems to truck and automotive original equipment manufacturers and aftermarket and OEM truck integrators worldwide. According to Court filings, low oil prices have adversely affected the Debtor's growth over the past two years with customers losing their interest in investing in the Debtor's tanks and systems as the initial cost of a CNG fuel system is more expensive than a diesel fuel truck. Mr. Olson related that during the second half of 2015 and continuing through the first few months of 2016, the Debtor shifted its focus on CNG "virtual pipeline" applications, wherein natural gas is compressed and transported by truck rather than by pipe. However, the Debtor did not generate sufficient revenue streams nor was it able to raise sufficient capital to meet its obligations. Quantum Fuel defaulted on a line of credit with Bridge Bank, National Association, when it failed to pay approximately $2.7 million outstanding loan to Bridge Bank on March 14, 2016. This default constituted an Event of Default under the agreements underlying two issuances of convertible notes in 2013 and 2015. Mr. Olson said the Debtor took significant efforts to restructure its obligations outside of Chapter 11 by attempting to: (a) raise additional equity and debt capital from third parties and initiate discussions with secured creditors; (b) find a buyer that could purchase its entire business; and (c) find an alternate commercial lender for a refinancing or new loan, or to obtain the requisite consent of the holders of Convertible Notes to another transaction. None of these efforts was successful. The Debtor has obtained commitment from Douglas Acquisitions LLC, as lender, for a $6 million post-petition secured, revolving credit facility, subject to approval of the Bankruptcy Court. Douglas Acquisitions is affiliated with Kevin Douglas, collateral agent under the Debtor's 2013 and 2015 Note Agreements. Mr. Douglas is also affiliated with The Douglas Irrevocable Descendant's Trust and The K&M Douglas Trust, who hold an aggregate of $11.5 million in convertible notes. "The Debtor requires funding to maintain its business and preserve the value of its assets while the Debtor pursues the sale and auction of its business as a going concern or other reorganization," Mr. Olson said. Contemporaneously with the petition, the Debtor submitted with the Court "first day" motions seeking permission to, among other things, obtain post-petition financing and use cash collateral, pay obligations to employees, prohibit utility providers from discontinuing services, and pay critical vendor claims. Judge Mark S. Wallace has been assigned the case. QUANTUM FUEL: Files for Chapter 11 in C.D. Cal., To Sell Assets --------------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc. on March 22, 2016, filed a voluntary petition for relief under chapter 11 of the United States Code in the United States Bankruptcy Court for the Central District of California under the caption titled "In re: Quantum Fuel Systems Technologies Worldwide, Inc." Case no. 8:16-bk-11202. The Debtor will continue to manage its properties and operate its business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Court and orders of the Bankruptcy Court. Through the Chapter 11 case, the Debtor seeks to implement a sale of substantially all assets of the Debtor pursuant to section 363(b) of the Bankruptcy Code. The Debtor's wholly owned subsidiary, Schneider Power Inc., located in Ontario, Canada, and each of SPI's subsidiaries, are not debtors in the Case. The Company, subject to obtaining court approval, has secured a $6.0 million debtor-in-possession financing commitment from Douglas Acquisitions, LLC, an affiliate of existing second position secured creditors of the Company. The Company has filed customary first-day motions with the Bankruptcy Court intended to support the continuation of its day-to-day operations for customers, employees, vendors and suppliers, and other business partners. Subject to certain exceptions including the first lien position held by the Debtor's pre-petition lender, the DIP Credit Agreement with Douglas Acquisitions provides for a senior secured, super-priority debtor-in-possession revolving credit facility in an aggregate amount at any time outstanding of up to $6.0 million. The facility provided for under the DIP Credit Agreement will become available upon the satisfaction of customary conditions precedent, including the entry of an order of the Bankruptcy Court approving the DIP Credit Agreement. Subject to the satisfaction of the conditions set forth in the DIP Credit Agreement, the amount available to be borrowed under the DIP Credit Agreement will be made available to the Debtor through weekly advances pursuant to an approved budget. Advances outstanding under the DIP Credit Agreement bear interest at a rate of 7.5% per annum, payable in arrears on the last business day of each month. Upon the occurrence of an event of default, the interest rate increases to 9.5% per annum. The Dip Lender received a commitment fee equal to 1% of the total amount available under the DIP Credit Agreement, which amount is payable from the initial advance. The Debtor anticipates using the DIP Loan proceeds after the entry of a final order of the Bankruptcy Court authorizing the financing to: (a) pay post-Petition Date related fees and expenses incurred in connection with the DIP Credit Agreement, (b) fund the fees, costs and expenses in connection with the 363 Sale process, (c) pay the DIP Lender's pre-petiition accrued fees and expenses incurred in connection with the DIP Credit Agreement and related matters, and (d) fund post-petition and other agreed operating expenses of the Debtor in accordance with an approved budget acceptable to the DIP Lender. The maturity date of the DIP Credit Agreement is the earliest of: (i) the date that is 91 days after the closing date of the DIP Credit Agreement, (ii) the date of the occurrence of an event of default under the DIP Credit Agreement, and (iii) the date the Debtor pays all amounts due and owing the Lender under the DIP Credit Agreement. The DIP Credit Agreement contains certain customary mandatory repayment events, such as Debtor's receipt of proceeds from a sale of assets outside the ordinary case of business and insurance, casualty and condemnations claims. The DIP Credit Agreement also contains customary events of default, the occurrence of which could result in the acceleration of the Debtor's obligation to repay the outstanding indebtedness under the DIP Credit Agreement. Subject to certain exceptions including the first lien position held by the Debtor's pre-petition lender, the Debtor's obligations under the DIP Credit Agreement will be secured by a senior security interest in, and lien on, substantially all of the assets of the Debtor. Quantum Fuel is represented by: John Simon, Esq. Foley & Lardner LLP One Detroit Center 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226-3489 The DIP Lender may be reached at: Douglas Acquisitions LLC 125 East Sir Francis Drake Boulevard, Suite 400 Larkspur, California 94939 Attention: President The DIP Lender is represented by: Hugh McCullough, Esq. Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, Washington 98101 Last week, Quantum Fuel said an event of default under the Company's credit facility with Bridge Bank, National Association occurred on March 14, 2016, as a result of the Company's failure to make a $2.7 million principal payment when the credit facility matured on March 14, 2016. The event of default under the Bridge Bank credit facility also constituted an event of default under the senior secured convertible notes issued by the Company on September 15, 2013 and June 29, 2015, which have an aggregate principal balance of $12.5 million. The Convertible Notes are secured by a second lien on substantially all of the Company's operating assets pursuant to the terms of separate Security Agreements between the Company and Kevin Douglas, as collateral agent, for the holders of the convertible notes. The Convertible Notes are subordinate in all respects to the rights of the Lender pursuant to the terms of separate Subordination Agreements between the Lender and the Collateral Agent. Quantum Fuel said at that time it 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. A copy of the DIP Credit Agreement is available at http://1.usa.gov/1UNOHHS 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. QUANTUM FUEL: Kevin Douglas Has 22.1% Stake as of March 22 ---------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Kevin Douglas reported that as of March 22, 2016, he beneficially owns 7,928,191 shares of common stock of Quantum Fuel Systems Technologies Worldwide, Inc., representing 22.1 percent of the shares outstanding. Also included in the filing are Michelle Douglas, 7,928,191 shares; Tim McGaw, 62,312 shares; K&M Douglas Trust, 3,171,276 shares; James Douglas and Jean Douglas Irrevocable Descendants' Trust, 4,756,915 common shares. A copy of Schedule is available for free at http://is.gd/1CpNY3 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. QUANTUM FUEL: Receives NASDAQ Delisting Notification ---------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc. announced that that Nasdaq has determined that the Company's securities will be delisted from The Nasdaq Stock Market. The decision was reached by the staff under Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1. The letter states that trading of the Company's common stock will be suspended at the opening of business on Friday, April 1, 2016, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. As stated in the letter, Nasdaq's delisting determination was based on: (i) the Company's press release dated March 23, 2016, announcing it had filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code and associated public interest concerns raised by the filing; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Company's ability to sustain compliance with all requirements for continued listing on The Nasdaq Stock Market. The Company does not intend to file a plan to regain compliance or to appeal Nasdaq's determination. On March 17, 2016, the Company received a letter from Nasdaq notifying the Company that because the Company has yet to file its Annual Report on Form 10-K for the year ended Dec. 31, 2015, the Company is not in compliance with the Nasdaq's listing rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission. The notice also states that the Company has 60 days from the notice date to file a plan to regain compliance. The Company does not intend to file a plan to regain compliance. The Company's common stock may be immediately eligible to be quoted in the "Pink Sheets." To be quoted on the Pink Sheets, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. There can be no assurance that a market maker will apply to quote the Company's common stock or that the Company's common stock will become eligible for the Pink Sheets. 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. QUANTUM FUEL: Secures $6M DIP Loan From Douglas Acquisitions ------------------------------------------------------------ Quantum Fuel Systems Technologies Worldwide, Inc., seeks permission from the Bankruptcy Court to obtain a $6 million superpriority debtor-in-possession credit facility from Douglas Acquisitions LLC and to use approximately $200,000 cash collateral of its prepetition secured parties. The Debtor maintained that absent ability to use Cash Collateral and authority to DIP financing, it will be unable to fulfill its purchase orders, generate revenue, operate its business, or pay its employees. The Debtor further said that based on its budget, which sets forth its projected cash receipts and cash disbursements for the 13-week period following the Petition Date, it believes that the proposed DIP Facility will provide it with sufficient funds to maintain operations until it is sold at auction process pursuant to Section 363 of the Bankruptcy Code or otherwise restructures. The Proposed DIP Facility bears an interest rate of 7.5% per annum. During the continuance of an event of default, all obligations will bear interest at an additional 2% per annum. Amounts borrowed under the Proposed Credit Facility will be secured by a lien on all assets of the Debtors and senior in right of priority to any prepetition claims and liens. The Debtor asserted that the interests of all prepetition secured parties are adequately protected. Specifically, the Debtor noted, Bridge Bank's lien in the Cash Collateral is adequately protected because Bridge Bank has a substantial equity cushion in its assets and property, which are worth significantly more than the approximately $1.3 million secured by the Bridge Bank Lien. Western Alliance Disallows Cash Use Western Alliance Bank, as successor-in-interest to Bridge Bank, National Association, a secured creditor and holder of a first priority lien in all of the Debtor's assets and property, notified the Bankruptcy Court that it does not consent to any use of its cash collateral by the Debtor. The Secured Creditor demands that its cash collateral be sequestered and accounted for. Western Alliance is represented by Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP. About Quantum Fuel Lake Forest, California-based Quantum Fuel Systems Technologies Worldwide, Inc., is an innovator, developer and producer of compressed natural gas (CNG) fuel storage tanks and packaged fuel storage systems for heavy-, medium-, and light-duty trucks and passenger vehicles. The Company also produces integrated vehicle system technologies, including engine and vehicle control systems and drivetrains. It supplies its tanks and systems to truck and automotive original equipment manufacturers and aftermarket and OEM truck integrators worldwide. Quantum Fuel filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 16-11202) on March 22, 2016. The petition was signed by Brian W. Olson as chief executive officer. The Debtor listed total assets of $23.10 million and total debts of $21.7 million. Foley & Lardner LLP represents the Debtor as counsel. Judge Mark S Wallace is assigned to the case. QUANTUM FUEL: Wants to Pay up to $2.5M Critical Vendor Claims ------------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., filed a motion with the Bankruptcy Court seeking authority to pay prepetition claims of essential goods and service providers necessary for it to operate its business, in an amount not to exceed $2,500,000. The Debtor proposed to condition the payment of Critical Vendor claims upon each vendor's agreement to continue supplying goods and services on terms that are acceptable to it. "If the Critical Vendors refused to supply the Debtor with the goods and services they currently provide, the Debtor would be forced to begin a lengthy re-sourcing search, which would consume significant financial resources and time," according to Victor A. Vilaplana, Esq., at Foley & Lardner, LLP, attorney to the Debtor. Mr. Vilaplana said the Critical Vendors include sole-source suppliers whose goods would be extremely difficult to replace because of necessary engineering and testing, and could not be replaced without a lengthy approval process, which could take many months, during which time the Debtor would not be able to fulfill its obligations to customers. In addition, the Critical Vendors have undergone extensive certification with the United States Department of Transportation and other entities. About Quantum Fuel Lake Forest, California-based Quantum Fuel Systems Technologies Worldwide, Inc., is an innovator, developer and producer of compressed natural gas (CNG) fuel storage tanks and packaged fuel storage systems for heavy-, medium-, and light-duty trucks and passenger vehicles. The Company also produces integrated vehicle system technologies, including engine and vehicle control systems and drivetrains. It supplies its tanks and systems to truck and automotive original equipment manufacturers and aftermarket and OEM truck integrators worldwide. Quantum Fuel filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 16-11202) on March 22, 2016. The petition was signed by Brian W. Olson as chief executive officer. The Debtor listed total assets of $23.10 million and total debts of $21.7 million. Foley & Lardner LLP represents the Debtor as counsel. Judge Mark S Wallace is assigned to the case. RCS CAPITAL: Cetera Debtors' Case Summary & Top Unsec. Creditors ---------------------------------------------------------------- Affiliates of RCS Capital Corporation filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Cetera Advisor Networks Insurance Services, LLC 16-10730 aka FN Insurance Services, Inc. 200 North Sepulveda Blvd, Ste 1200 El Segundo, CA 90245 Cetera Advisors Insurance Services, Inc. 16-10731 Cetera Financial Group, Inc. 16-10732 Cetera Financial Holdings, Inc. 16-10733 Cetera Financial Specialists Services LLC 16-10734 Cetera Insurance Agency LLC 16-10735 Chargers Acquisition, LLC 16-10736 FAS Holdings, Inc. 16-10737 First Allied Holdings Inc. 16-10738 ICC Insurance Agency, Inc. 16-10739 Investors Capital Holdings, LLC 16-10740 Legend Group Holdings, LLC 16-10741 SBS Financial Advisors, Inc. 16-10742 SBS Insurance Agency of Florida, Inc. 16-10743 SBS of California Insurance Agency, Inc. 16-10744 Summit Capital Group, Inc. 16-10745 Summit Financial Services Group, Inc. 16-10746 Summit Holding Group, Inc. 16-10747 VSR Group, LLC 16-10748 Chapter 11 Petition Date: March 26, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Legal Counsel: DECHERT LLP Debtors' Local Counsel: Robert F. Poppiti, Jr., Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 E-mail: bankfilings@ycst.com Debtors' Financial Advisor: ZOLFO COOPER MANAGEMENT, LLC Debtors' Investment Banker: LAZARD FRERES & CO. LLC Debtors' Administrative Advisor and Claims and Noticing Agent: PRIME CLERK LLC Estimated Assets: $0 to $50,000 Estimated Debts: $500 million to $1 billion The petitions were signed by Carol Flaton, chief restructuring officer. List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Helios and Matheson Service Provider $852,505 Analytics Inc. 350 Fifth Avenue, Suite 7520 New York, NY 10118 Tel: 646-556-6819 E-mail: jjudenberg@hmny.com Genpact International Inc. Service Provider $727,187 42 Old Ridgebury Rd., First Floor Danbury, CT 06810 Tel: 844-8609383 E-mail: alvaro.ocasio@genpact.com Albridge Solutions, Inc. Service Provider $618,938 1009 Lennox Dr., Suite 204 Lawrenceville, NJ 08648 Tel: 609‐806‐0238 Fax: 609‐620‐5801 E-mail: fchimbangu@albridge.com OPTOMI Service Provider $557,762 500 Colonial Center Parkway Suite 140 Roswell, GA 30076 Tel: 678‐250‐0820 E-mail: courtneystarling@optomi.com Allied Testing Ltd Service Provider $473,013 Prespas Street, Office 603, 6th Floor Agioi Omologities, Nicosia Cyprus Live Office Service Provider $472,024 2780 Skypark Dr., Suite 300 Torrance, CA 90505 Tel: 800‐251‐3863 Fax: 310‐539‐6812 E-mail: samuel.deese@veritas.com RR Donnelley Financial, Inc. Service Provider $353,159 PO Box 100112 Pasadena, CA 91189 Fax: 1.312.326.8001 Beacon Hill Staffing Group, LLC Service Provider $347,357 152 Bowdoin St. Boston, MA 02108 Fax: 617.227.1220 Vista Resource Group, LLC Service Provider $278,584 4275 Executive Square Suite 200 La Jolla, 92037 Tel: 858-255-7776 E-mail: rbuono@vistaresourcegroup.com; contact@vistaresourcegroup.com Pricewaterhousecoopers Service Provider $273,000 300 Madison Avenue 24th Floor New York, NY 10017 Tel: 646-471-3000 Fax: 813-286-6000 Incedo Inc. Service Provider $254,265 845 Third Ave. Sixth Floor New York, NY 10022 E-mail: rena.nigam@incedoinc.com Robert Half Service Provider $247,080 Broadridge Financial Service Provider $227,317 Solutions, Inc. VincentBenjamin Group, LLC Service Provider $222,867 E-mail: legal@vincentbenjamin.com Pomeroy IT Solutions Sales Service Provider $205,999 Company Inc. E-mail: toby.muninger@pomeroy.com Randstad Technologies, LP Service Provider $198,189 NIIT Technologies, Inc. Service Provider $195,420 E-mail: nirod.kumar@niit‐tech.com Envestnet Service Provider $190,000 E-mail: patrick.marr@envestnet.com Login Consulting Services Inc. Service Provider $184,229 E-mail: dana.dolin@loginconsult.com Winget, Spadafora & Schwartzberg Service Provider $168,489 RCS CAPITAL: Court OKs Joint Administration of Chapter 11 Cases --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the joint administration of the Chapter 11 cases of RCS Capital Corporation, et al., for procedural purposes only. The cases will be jointly administered under the Chapter 11 case of RCS Capital Corporation, Case No. 16-10223. As reported by the Troubled Company Reporter on Feb. 3, 2016, the Debtors also requested that the Clerk of the Court maintain one file and one docket for all of their Chapter 11 cases, which file and docket will be the file and docket for Debtor RCS Capital Corporation. According to the Debtors, joint administration of their respective estates is warranted and will ease the administrative burden on the Court and all parties-in-interest. In addition, the Debtors maintain, joint administration will permit the Clerk of the Court to utilize a single docket for all of the Chapter 11 cases, and to combine notices to creditors and other parties-in-interest in their respective cases. "Because there will likely be numerous motions, applications, and other pleadings filed in these cases that will affect all of the Debtors, joint administration will permit counsel for all parties in interest to include all of the Debtors' cases in a single caption for the numerous documents that are likely to be filed and served in these cases," said Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, counsel for the Debtors. Mr. Bambrick added that joint administration will not prejudice or adversely affect the rights of the Debtors' creditors because the relief sought is purely procedural and is not intended to affect substantive rights. 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. RCS Capital Corp. disclosed total assets of $1,403,924,232 and total liabilities of $912,449,960. The Debtors have engaged Dechert LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper Management, LLC as restructuring advisor, Lazard Freres & Co. LLC as investment banker and Prime Clerk LLC as administrative advisor and claims and noticing agent. RCS CAPITAL: Retention Plan Impermissible, U.S. Trustee Complains ----------------------------------------------------------------- Acting U.S. Trustee for Region 3, Andrew R. Vara opposes RCS Capital Corporation, et al.'s proposed insider bonus, complaining that the plan contemplates an impermissible insider retention plan payments that cannot be approved under Section 503(c)(1) of the Bankruptcy Code. The U.S. Trustee specifically complains that the Debtors have not set forth a single metric or other difficult to achieve objective that must be met for the bonus payments to be earned, but rather, the motion indicates that the payments are being made simply to retain these employees so that they can perform their normal employment obligations, as well as to maintain employee morale. According to the U.S. Trustee, the payments are not in the ordinary course of the Debtors' business, specifically since the employment agreements for these RCS Capital Bonus Recipients are amended significantly in the Debtors' anticipation of its bankruptcy filing. The U.S. Trustee points out that Congress added Section 503(c) to the Bankruptcy Code to "eradicate the notion that executives were entitled to bonuses simply for staying with the Company through the bankruptcy process." Section 503(c), the U.S. Trustee further points out, establishes specific evidentiary standards that must be met before a bankruptcy court may authorize payments to an insider for the purpose of inducing such person to remain with a debtor's business or payments made on account of severance. Therefore, the Debtors must prove by a preponderance of the evidence that the bonuses are a part of a "pay for value" plan that offers incentives based on performance rather than a "pay to stay" plan, the U.S. Trustee asserts. Andrew R. Vara, Acting U.S. Trustee is represented by: Linda J. Casey, Esq. Trial Attorney U.S. DEPARTMENT OF JUSTICE Office of the U.S. Trustee J. Caleb Boggs Federal Building 844 N. King Street, Room 2207, Lockbox 35 Wilmington, DE 19801 Telephone: (302) 573-6491 Facsimile: (302) 573-6497 Email: linda.casey@usdoj.gov 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. REICHHOLD HOLDINGS: Judge Issues Final Decree to Close Cases ------------------------------------------------------------ A federal judge has ordered to close the Chapter 11 cases of three affiliates of Reichhold Holdings US, Inc. U.S. Bankruptcy Judge Mary Walrath signed off on an order to close the cases of Reichhold Liquidation Inc., Canadyne Corp., and Canadyne-Georgia Corp. The bankruptcy case of Reichhold Holdings will remain open, according to the court filing. The companies' liquidating plan, which the bankruptcy judge approved on Jan. 13, took effect on March 1. Under the liquidating plan, secured creditors will receive payment in full in cash or collateral securing their claims. General unsecured creditors holding uninsured claims will receive a share of the liquidating trust interests while creditors holding so-called convenience claims will receive cash equal to 5% of their claims. Separately, Judge Walrath approved the sale of a real property owned by Reichhold Liquidation in Ferndale, Michigan, to Five Star Store It Ferndale LLC. About Reichhold Holdings Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. On April 1, 2015, the U.S. Trustee named three non-union retirees of Debtors to serve as the official Non-Union Retiree Committee. Each of the Retiree Committee members is receiving retiree welfare benefits from one or more of the Debtors. On April 2, 2015, Reichhold disclosed that the purchase of most of the assets of the U.S. business was completed. This transaction, approved by the Delaware Bankruptcy Court on January 12, 2015, allows Reichhold's U.S. businesses to successfully emerge from bankruptcy and re-join the rest of the global Reichhold organization. Concurrent with this purchase, Reichhold completed a debt-for-equity exchange with a group of investors led by Black Diamond Capital Management LLC and including J.P. Morgan Investment Management, Inc., Third Avenue Management LLC, and Simplon Partners LP. RESPONSE BIOMEDICAL: Incurs C$150,000 Net Loss in 2015 ------------------------------------------------------ Response Biomedical Corp. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of C$150,000 on C$15.41 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of C$2.09 million on C$11.01 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Response had C$11.80 million in total assets, C$12.51 million in total liabilities and a total shareholders' deficit of C$711,000. PricewaterhouseCoopers LLP, in Vancouver, Canada, 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 at Dec. 31, 2015, that raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/RdvuqA About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. RESPONSE BIOMEDICAL: Reports Q4 & Fiscal 2015 Financial Results --------------------------------------------------------------- Response Biomedical reported net income and comprehensive income of C$223,000 on C$4.08 million of total revenue for the three months ended Dec. 31, 2015, compared to net income and comprehensive income of C$263,000 on C$3.17 million of total revenue for the same period in 2014. For the year ended Dec. 31, 2015, the Company reporteda net loss and comprehensive loss of C$150,000 on C$15.41 million of total revenue compared to a net loss and comprehensive loss of C$2.09 million on C$11.01 million of total revenue for the year ended Dec. 31, 2014. Product sales increased 11% to C$12.0 million for the year ended Dec. 31, 2015, compared to C$10.8 million for the year ended Dec. 31, 2014. The increase is due to an increase in worldwide instrument and cardiovascular test sales with the largest increase coming from China. Cash and cash equivalents as of Dec. 31, 2015, were C$2.5 million compared to C$3.2 million as of Dec. 31, 2014. "We are pleased to report our first full year of Adjusted EBITDA profitable growth with a 40% increase to $15.4 million in total revenue in 2015 - $3.4 million in Joinstar collaboration revenue and $12.0 million in product sales. This revenue growth, combined with our cost cutting and efficiency initiatives, resulted in Adjusted EBITDA of $822,000, a $4.9 million improvement in Adjusted EBITDA over 2014," said Dr. Barbara Kinnaird, chief executive officer of Response. "We also had both significant revenue growth and positive Adjusted EBITDA for the fourth quarter of 2015 relative to the prior year," said Dr. Kinnaird. Our national distribution partner, who no longer has exclusive distribution rights in China, has continued its purchases from us this quarter, albeit at a reduced rate from the first two quarters of the year. We are continuing to help our partner to work through its excess inventory. In addition, we have made good progress in our collaboration with Joinstar, earning a US$720,000 milestone in the fourth quarter," noted Dr. Kinnaird. "Finally, our cost cutting and efficiency initiatives continue and have contributed to our improved fourth quarter gross margin, up 7.4 percentage points from the prior year." "Year over year, our product sales in China have increased 8% while our sales outside of China have increased 15%. We continue to focus on improving efficiencies and reducing costs while at the same time making strategic investments in high growth market segments. The addition of the PCT test to the RAMP platform in early 2016 reflects our focus on adding high quality acute care tests to help improve patient outcomes," said Dr. Kinnaird. The Company was also advised by the Toronto Stock Exchange that it has been granted a 30 day extension from March 21, 2016, to demonstrate compliance with the continued listing requirements of the Toronto Stock Exchange. A full-text copy of the press release is available at: http://is.gd/9TsKIS About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss and comprehensive loss of C$5.99 million in 2013, a net loss and comprehensive loss of C$5.28 million in 2012 and a net loss and comprehensive loss of C$5.37 million in 2011. As of Sept. 30, 2015, the Company had C$12.6 million in total assets, C$13.6 million in total liabilities and a total shareholders' deficit of C$992,000. PricewaterhouseCoopers LLP, in Vancouver, Canada, in its report on the consolidated financial statements for the year ended Dec. 31, 2014, noted that the company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2014, which raises substantial doubt about its ability to continue as a going concern. REXFORD PROPERTIES: Plan Offers Stock, Cash to Unsec. Creditors --------------------------------------------------------------- Rexford Properties LLC, owner of the Island Waterpark in Fresno, California, will seek approval of the disclosure statement explaining its proposed reorganization plan at a hearing on April 5, 2016, at 1:30 p.m., before the U.S. Bankruptcy Court for the Central District of California. The Debtor proposes to (i) return 100% cents on the dollar to unsecured creditors that each has less than $100,000 in claims, and (ii) gives unsecured creditors that each has at least $100,000 in claims the option to receive stock in the reorganized company or 10 cents on the dollar. Although the Plan cancels the existing equity interests in the Debtor, the Ehrlich family will still have a stake in the Company post-emergence. Aside from providing DIP financing, the Ehrlich family has large prepetition unsecured claims. Stock to New Value Funder, Unsec. Creditors The Plan provides for the Debtor to continue operating its business postpetition under a new equity structure, with existing equity in the Debtor cancelled and replaced by new equity. The new equity will be given 55% to a party or parties, referred to as the new value funder, who provide/s the "new value contribution". The remaining 45% of new equity will be issued pro rata to the holders of "large unsecured claims", which means essentially general unsecured claims over $100,000. However, the New Value Funder retains the ability not to make the New Value Contribution by so electing in writing 14 days prior to the initial hearing on Plan confirmation, in which case 100% of the new equity in the Reorganized Debtor will be distributed to holders of Allowed Large Unsecured Claims. Holders of Large Unsecured Claims also have the option to take 10% of their allowed claim in cash instead of the new interests. For any Large Unsecured Claims that are disputed on the Effective Date, which will likely include the claim of United States Fidelity & Guaranty Company ("USF&G"), the claimant's equity interests will be held in escrow until the claim in question is no longer Disputed. Overbidding of New Value Contribution According to the Disclosure Statement, the New Value Contribution reflects the amount that the Debtor forecasts may be necessary in order to make all payments due on the Effective Date under the Plan and all payments due to unsecured creditors in Classes 3 and 4 under the Plan in a conservative scenario. The amount of the New Value Contribution is subject to cash overbid. Any party may, at least seven calendar days prior to the hearing on confirmation of the Plan, submit to counsel for the Debtor an overbid of the new value contribution. If a qualified overbid is received, then the proposed New Value Funder submitting the baseline bid and the party that submitted the overbid will participate in an auction at the Plan confirmation hearing. 3 Classes of Unsecured Claims The Plan classifies and treats claims and interests as follows: * Unclassified claims -- namely, administrative claims and priority tax claims -- will be paid in full on the effective date of the Plan. * The DIP facility claim held by the DIP Lender will ride through the bankruptcy case and be governed post-confirmation by the terms of the DIP Loan Documents, with the Reorganized Debtor liable thereunder to the same extent that the Debtor is on the Effective Date. The DIP Lender retains all of its liens, claims, and rights under the DIP Loan Documents, and the Debtor does not need to repay the DIP Facility Claim on the Effective Date of the Plan. * As to secured claims (Class 1), the Reorganized Debtor will choose from one of five alternate methods of treatment including abandonment of the collateral, immediate cash payments, reinstatement, deferred cash payments, or provision of the indubitable equivalent of the creditor's secured claim. The Debtor does not believe that there are any allowed secured claims. * Priority non-tax claims (Class 2) will be paid in full on the Effective Date. * Convenience claims (Class 3), which are unsecured claims each in the amount of $2,500 and under and estimated to total $26,600, will be paid in full on the Effective Date. * General unsecured claims each in the amount of over $2,500 but less than $100,000 (Class 4), which are estimated to total $343,000, will be paid in full over time as follows: 50% will be paid on the first Plan Distribution Date following the Effective Date, then 25% each will be paid on the succeeding two Plan Distribution Dates, which occur on a quarterly basis. Class 4 General Unsecured Claims may also elect to be treated as Class Convenience Claims and receive a Cash payment of up to $2,500 on the Effective Date, but must waive any amount of their Claim in excess of $2,500 as part of that election. * Holders of large unsecured claims (Class 5), which consist of unsecured, non-priority claims each in the amount of $100,000 or more and estimated to aggregate $18.8 million, will receive their pro rata share of 45% of the new interests in the Reorganized Debtor if the New Value Contribution is made, or their pro rata share of 100% of the new interests if the New Value Contribution is not made. Holders of Allowed Large Unsecured Claims may also opt to receive Cash equal to 10% of their allowed claim instead of receiving new interests in the Reorganized Debtor. * Holders of interests in the Debtor (Class 6) won't receive anything on account of their interests, and the interests will be cancelled. The Large Unsecured Claims in Class 5 are estimated to aggregate $18.8 million: Claimant Amount -------- ------ The 1979 Ehrlich Investment Trust $9,738,190 Rexford Development Corporation $6,141,104 Lurline Gardens, LP $651,141 The Lee Investment Company $2,280,839 U.S. Fidelity & Guaranty Company $1,940,656 Lisa Ehrlich, daughter of founder Richard Ehrlich, is the managing member of the Debtor, and has served in that role since Richard's death in 2009. Lisa Ehrlich owns 38% of the membership interests in the Debtor. The remaining membership interests are owned by The Marcia Ehrlich Survivor's Trust (30.5%), the Richard Ehrlich Q-Tip Trust (30.5%), and The 1979 Ehrlich Investment Trust (1.0%). Classes 1, 3, 4, and 5 are impaired and are entitled to vote on the Plan. Class 2 is unimpaired and not entitled to vote because it is conclusively deemed to accept the Plan. Class 6 is impaired, but since it receives nothing under the Plan, it is conclusively deemed to reject the Plan and is therefore not entitled to vote. A copy of the Disclosure Statement filed Feb. 29, 2016, is available for free at: http://bankrupt.com/misc/Rexford_Pro_178_DS.pdf Attorneys for the Debtor: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Alan M. Feld, Esq. Michael M. Lauter, Esq. Robert K. Sahyan, Esq. Shadi Mahmoudi, Esq. 333 South Hope Street, 43rd Floor Los Angeles, CA 90071-1422 Telephone: (213) 620-1780 Facsimile: (213) 620-1398 E-mail: afeld@sheppardmullin.com mlauter@sheppardmullin.com rsahyan@sheppardmullin.com smahmoudi@sheppardmullin.com About Rexford Properties Rexford Properties LLC is a California limited liability company that owns the Island Waterpark in Fresno, California. The Waterpark is a family friendly water-themed amusement park featuring a variety of rides and attractions including a wave park, a lazy river, a three story water slide, and other attractions for both children and adults. The Waterpark is located on a plot of land off Highway 99 and Shaw Avenue in Fresno. Rexford owns the underlying land and the improvements and other assets of the Waterpark, and utilizes the assistance of third party manager / independent contractor to operate the Waterpark. Rexford Properties LLC filed for Chapter 11 protection (Bank. C.D. Cal. Case No. 15-12116) on June 16, 2015. The petition was signed by Lisa Ehrlich, managing member. Bankruptcy Judge Martin R. Barash presides over the case. The Debtor disclosed total assets of $1,107,620 plus an unknown amount and total liabilities of $12,883,441. Prepetition, the Debtor obtained a series of loans from companies related to the Ehrlich family to construct the Waterpark, but all were unsecured. The only secured loan that the Debtor has is the postpetition debtor-in-possession loan approved by the Court in an order entered Dec. 31, 2015. The lender under the DIP Loan is The 1979 Ehrlich Investment Trust, and the total maximum principal balance of the DIP Loan is $2 million. Michael M. Lauter, Esq., at Sheppard Mullin Richter & Hampton LLP, represents the Debtor in its restructuring effort. RIENZI & SONS: Alma Bank Objects to Amended Disclosure Statement ---------------------------------------------------------------- Alma Bank objects to Rienzi & Sons, Inc.'s motion seeking approval of the Amended Disclosure Statement for its Chapter 11 Plan of Reorganization. Alma Bank says the Disclosure Statement lacks "adequate information" for the Debtor's creditors to make an informed decision on whether to accept or reject the proposed Plan. Alma Bank raised several issues, including: * While the Disclosure Statement says that Michael Rienzi will invest in the Reorganized Debtor funds sufficient to pay administrative expenses claims in full, it does not identity what the payment will be or discuss Mr. Rienzi's resources for making the payment. * The representation in the Disclosure Statement -- that the Debtor has a line of credit with Alma Bank in the amount of $1 million that is secured by a blanket lien on the Debtor's personal property -- is incorrect as the line of credit is secured by both the Debtor's assets and a mortgage on the Warehouse. * As to the provision in the Disclosure Statement that says Alma Bank's $1 million secured claim will either be paid in full or reinstated, the parties should be apprised what reinstatement entails and how the Debtor intends to reinstate the loan. * Although the Debtor asserts that Alma Bank's additional claim on account of a $3.15 million loan is unsecured, Alma's secured proof of claim has not been objected to, so Alma believes that the claim stands as a secured claim. * The Debtor has not disclosed why it's treating Alma Bank's $3.15 million as unsecured and why the claim won't receive any distributions under the Plan. * The Debtor should explain the projections showing losses for early 2016 and profits appearing after May 2016. The Debtor's Plan calls for the Debtor's principal and 100% equity holder Michael Rienzi to invest in the Reorganized Debtor (i) $4.25 million as a "New Value Contribution", and (ii) additional cash funds sufficient to pay administrative expense claims in full. According to the Plan, the Debtor will continue the Debtor's business operations post-confirmation, servicing all of the Debtors customers and using all of the Debtor's suppliers. Attorneys for Alma Bank: Wayne M. Greenwald, Esq. WAYNE GREENWALD, P.C. 475 Park Avenue South - 26th Floor New York, NY 10016 Tel: 212-983-1922 About Rienzi & Sons, Inc. Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was signed by Michael Rienzi as president. The Debtor disclosed assets of 13,349,383 and total liabilities of $24,965,511. Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge Nancy Hershey Lord presides over the Chapter 11 case. Wayne Greenwald, P.C., represents Alma Bank. The U.S. Trustee for for Region 2 appointed five creditors to serve in the Official Committee of Unsecured Creditors. Klestadt Winters Jureller Southard & Stevens LLP represents the Committee. RIENZI & SONS: Alma Bank Opposes Banco Popolare Settlement ---------------------------------------------------------- Alma Bank objects to Rienzi & Sons, Inc.'s motion to enter into a Stipulation of Settlement with Banco Popolare Societa Cooperative and Michael Rienzi. Alma Bank asserts that the Settlement: A) violates Alma Bank's rights under its mortgage agreements with a non-debtor concerning property which is not property of the Debtor's estate. B) is not in the best interests of the Debtor, its creditors and estate. Alma Bank says it holds the first and second mortgages on Michael Rienzi's property at 18-81 Steinway Street, Astoria, New York. Alma thus objects to a provision in the stipulation whereby Mr. Rienzi will grant Banco Popolare a second lien on the Property. That violation is an Event of Default under the Mortgages and Alma Bank may exercise all of its rights and remedies. As reported in the March 8, 2016 edition of the TCR, Rienzi & Sons, Inc., is asking the U.S. Bankruptcy Court for the Eastern District of New York for authorization to enter into a Stipulation of Settlement with Banco Popolare Societa Cooperative and Michael Rienzi. The Stipulation of Settlement compromises and settles the controversy regarding Banco Popalare's claim, and issues regarding the Debtor's plan of reorganization. The Settlement contains, among others, the following terms: (a) Mr. Rienzi will purchase the Banco Popolare Claim for a purchase price of $3,100,000 pursuant to an Assignment Agreement. (b) Mr. Rienzi will pay Banco Popolare $1,000,000 ("First Installment"), upon the date when the Court Order under approving this settlement becomes final and non- appealable ("Settlement Effective Date"). Once the First Installment is transferred to Banco Popolare, the Banco Popolare Claim shall be deemed to be transferred to Mr. Rienzi for distribution and voting purposes ("Triggering Event"). In the event that Mr. Rienzi will fail to make payment of the First Installment, the Settlement Agreement shall be null and void ab initio. (c) Mr. Rienzi will pay Banco Popolare the balance of $2,100,000 in accordance with the following schedule: i. $357,500 by the earlier of (i) June 1, 2016 or (ii) within three (3) days of the effective date of the Debtor's reorganization plan approved and confirmed by the Court in the Chapter 11 Case (the "Plan Effective Date"); ii. $332,000 by the earlier of (i) Dec. 1, 2016 or (ii) the 6th month anniversary of the Plan Effective Date; iii. $357,000 by the earlier of (i) June 1, 2017 or (ii) the 12th month anniversary of the Plan Effective Date; iv. $357,000 by the earlier of (i) Dec. 1, 2017 or the (ii) 18th month anniversary of the Plan Effective Date; and v. The balance by no later than two years after the Settlement Effective Date. (d) Mr. Rienzi will simultaneously give Banco Popolare a second lien on Mr. Rienzi's warehouse or real estate located at 18-81 Steinway Street, Astoria, New York 11105, shall execute mortgage and related documentation, and pay for recording and for title insurance in connection with said mortgage. (e) The Banco Popolare Claim shall be an allowed claim for distribution and voting purposes, to the extent that such voting rights exist under 11 U.S.C. Sec. 1129(a)(10), in the amount of $9,293,253. (f) The Debtor, Mr. Rienzi, and Banco Popolare exchange releases in accordance with the Settlement Agreement. Riezi & Sons, Inc., is represented by: Vincent J. Roldan, Esq. BALLON STOLL BADER & NADLER, P.C. 729 Seventh Avenue New York, NY 10019 Telephone: (212)575-7900 Facsimile: (212)764-5060 E-mail: vroldan@ballonstoll.com About Rienzi & Sons, Inc. Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was signed by Michael Rienzi as president. The Debtor disclosed assets of 13,349,383 and total liabilities of $24,965,511. Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge Nancy Hershey Lord presides over the Chapter 11 case. Wayne Greenwald, P.C., represents Alma Bank. The U.S. Trustee for for Region 2 appointed five creditors to serve in the Official Committee of Unsecured Creditors. Klestadt Winters Jureller Southard & Stevens LLP represents the Committee. RIENZI & SONS: Tracy Klestadt to Serve as Creditors' Trustee ------------------------------------------------------------ Rienzi & Sons, Inc., filed a supplement for its Amended Chapter 11 Plan of Reorganization disclosing that Tracy L. Klestadt, Esq., will serve as trustee of the Rienzi Creditors' Trust. The Trust is established for the purpose of collecting, distributing and liquidating the trust assets for the benefit of holders of allowed Class 4a claims. The Plan Supplement provides that only avoidance against Baronia and MCT Dairies will be vested in the Rienzi Creditors' Trust on the Effective Date. A copy of the Plan Supplement is available for free at: http://bankrupt.com/misc/Rienzi_Sons_260_PS_Am_Plan.pdf About Rienzi & Sons, Inc. Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was signed by Michael Rienzi as president. The Debtor disclosed assets of 13,349,383 and total liabilities of $24,965,511. Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge Nancy Hershey Lord presides over the Chapter 11 case. Wayne Greenwald, P.C., represents Alma Bank. The U.S. Trustee for for Region 2 appointed five creditors to serve in the Official Committee of Unsecured Creditors. Klestadt Winters Jureller Southard & Stevens LLP represents the Committee. ROSETTA GENOMICS: Incurs $17.3 Million Loss in 2015 --------------------------------------------------- Rosetta Genomics Ltd. filed with the Securities and Exchange Commission its annual report on Form 20-F reporting a loss from continuing operations of US$17.3 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.5 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Rosetta had US$22.4 million in total assets, US$2.80 million in total liabilities and US$19.62 million in total shareholders' equity. Since the Company's inception, it has generated significant losses and expects to continue to generate losses for the foreseeable future. As of Dec. 31, 2015, the Company had an accumulated deficit of $140.3 million. The Company has funded its operations primarily through the proceeds from the sales of its equity securities. As of Dec. 31, 2015, the Company had cash, cash equivalents and short-term bank deposit of $13.5 million, compared to $15.6 million as of Dec. 31, 2014. "We will likely require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. We plan to file a new shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offering. The U.S. dollar value of our securities that we could issue under such new shelf registration statement will be subject to limitations imposed by the SEC for companies with a public float of less than $75 million. If we need additional funding, there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are needed and not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetizing certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States," the Company said. A full-text copy of the Form 20-F is available for free at: http://is.gd/4IqZJP About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. ROSETTA GENOMICS: Registers $75M Securities for Sale ---------------------------------------------------- Rosetta Genomics Ltd. disclosed in a regulatory filing with the Securities and Exchange Commission it may sell its ordinary shares, debt securities, rights, warrants and units comprising any combination of these securities for an aggregate offering price $75,000,000. The Company's ordinary shares are currently listed on The NASDAQ Capital Market under the symbol "ROSG." On March 22, 2016, the last reported sale price of the Company's ordinary shares was $1.41 per share. As of March 22, 2016, the aggregate market value of the Company's outstanding ordinary shares held by non-affiliates was approximately $31,091,400, based on 20,851,225 ordinary shares outstanding, of which 20,727,600 shares were held by non-affiliates, and a per share price of $1.50 based on the closing sale price of the Company's ordinary shares on March 9, 2016. The Company has sold securities with an aggregate market value of approximately $711,162, pursuant to General Instruction I.B.5. of Form F-3 during the prior 12 calendar-month period that ends on, and includes, the date of this prospectus. A full-text copy of the prospectus is available for free at: http://is.gd/N62T6h About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a loss from continuing operations of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.52 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Rosetta had US$22.42 million in total assets, US$2.80 million in total liabilities and US$19.62 million in total shareholders' equity. RST CRANES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: RST Cranes, Inc. 701 Bailey Avenue Tehachapi, CA 93561 Case No.: 16-10954 Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: Hon. Fredrick E. Clement Debtor's Counsel: Leonard K. Welsh, Esq. LAW OFFICES OF LEONARD K. WELSH 4550 California Ave 2nd Fl Bakersfield, CA 93309 Tel: 661-328-5328 E-mail: lwelsh@lkwelschlaw.com Total Assets: $2.52 million Total Liabilities: $2.20 million The petition was signed by Richard Torres, Jr., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb16-10954.pdf SABINE OIL: $4.97 Billion in Claims Filed as of Feb. 20 ------------------------------------------------------- Sabine Oil & Gas Corporation disclosed in a regulatory filing with the Securities and Exchange Commission that as of February 20, 2016, approximately 1,542 claims totaling approximately $4.97 billion had been filed with the Bankruptcy Court against the Debtors. On August 28, 2015, the Debtors filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of the Debtors, subject to the assumptions filed in connection therewith. The Debtors amended their Schedules and Statements on October 14, 2015, and may subsequently decide to further amend or modify their Schedules and Statements. On October 21, 2015 the Debtors filed a motion to set a bar date to assist with the claims reconciliation process. On January 26, 2016, the Debtors filed with the Bankruptcy Court a joint plan of reorganization for the resolution of the outstanding claims against and interests in the Debtors and a disclosure statement related thereto. The Plan, if implemented as proposed by the Debtors, would significantly reduce our outstanding long-term debt and annual interest payments. The Disclosure Statement has not yet been approved by the Bankruptcy Court. Although the Debtors currently have the exclusive right to file a plan and solicit the appropriate votes thereon, such rights expire on February 10, 2016 and April 11, 2016, respectively. Accordingly, the Debtors have filed a motion to further extend their exclusive right to file and solicit acceptance of the Plan of Reorganization, or any other plan, through June 9, 2016 and August 9, 2016, respectively. A hearing on that motion will be held before the US Bankruptcy Court on April 7, 2016 and April 11, 2016. "It is possible that claimants will file amended claims in the future, including claims amended to assign values to claims originally filed with no designated value," the Company said in its Annual Report filed with the SEC. "Through the claims resolution process, we have identified, and we expect to continue to identify, claims that we believe should be disallowed by the Bankruptcy Court because they are duplicative, have been later amended or superseded, are without merit, are overstated or for other reasons. We will file objections with the Bankruptcy Court as necessary for claims we believe should be disallowed." "In light of the number of claims filed, the claims resolution process will take additional time to complete, and it may continue after our emergence from bankruptcy. Accordingly, the ultimate number and amount of allowed claims is not presently known, nor can the ultimate recovery with respect to allowed claims be presently ascertained." Sabine O&G added: "There can be no assurances regarding our ability to successfully develop, confirm or consummate the Plan of Reorganization, an alternative plan or reorganization or another alternative restructuring transactions, including a sale of all or substantially all of our assets, which satisfies the conditions of the Bankruptcy Code and is authorized by the Bankruptcy Court." About Sabine Oil & Gas Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SDI SOLUTIONS: Cash Collateral Use Has Interim OK; April 5 Hearing ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware entered on March 16, 2016, an order granting SDI Solutions LLC, et al., authorization to use cash collateral and incur postpetition debt on an interim basis. A final hearing on the Debtors' motion to use cash collateral and obtain financing is set for April 5, 2016, at 3:00 p.m. As reported by the Troubled Company Reporter on March 15, 2016, the Debtors sought authority to use cash collateral of prepetition secured lender PGV Solutions Midwest, LLC, saying that they need to use of the Cash Collateral to, among other things, maintain their ongoing business operations and to pay the costs and expenses associated with the administration of their Chapter 11 cases by providing for periodic payments under their revolving loan facility. As adequate protection for the Prepetition First Priority Lender with respect to, and solely to the extent of, any diminution of value in the prepetition collateral from and after the Petition Date, the Prepetition First Priority Lender will receive: (a) replacement liens in the Debtors' real and personal property, subject to the postpetition liens in favor of the Postpetition Lender, Permitted Liens, and the Carveout; and (b) an allowed claims under Section 507(b) of the Bankruptcy Code, subject to the Carveout but with priority over all other costs and expenses of administering the Chapter 11 cases that are incurred under any provision of the Bankruptcy Code. A copy of the interim order is available for free at: http://is.gd/XDfWHB On March 16, the Court also entered an order directing the joint administration of the Debtors' cases. SDI Solutions LLC (Case No. 16-10627) is the lead case. About SDI Solutions Headquartered in Chicago, Illinois, SDI Solutions is a privately-held company engaged in the security system and IT industry, and provides advanced security systems integration and managed services, ranging from strategic advisory services on system selection to long-term operational and technical support for clients' physical security/IT systems and infrastructure. SDI Solutions services over 700 customers nationwide, including large metro areas, state and local governments, and the numerous agencies that are regulated by them, such as airports, port authorities, utilities, financial institutions, and commercial enterprises. SDI Solutions LLC and SDI Opco Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10627 and 16-10628, respectively) on March 13, 2016. David Sullivan signed the petition as chief executive officer. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. DLA Piper LLP (US) serves as the Debtors' counsel. Gulf Atlantic Capital Corporation acts as the Debtors' financial advisor. Donlin, Recano & Company, Inc. represents the Debtors as claims and noticing agent. SEARS HOLDINGS: Enters Into Plan Protection Arrangement With PBGC ----------------------------------------------------------------- Sears Holdings Corporation announced that it has entered into a five-year pension plan protection and forbearance agreement with the Pension Benefit Guaranty Corporation implementing the terms of the previously announced term sheet, dated as of Sept. 4, 2015, entered into by the Company and PBGC. Pursuant to the Definitive Agreement, the Company will continue (as it has since at least 2006) to protect, or "ring-fence," pursuant to customary covenants, the assets of certain special purpose subsidiaries holding real estate and/or intellectual property assets. Also under the Definitive Agreement, the Relevant Subsidiaries have granted PBGC a springing lien on the ring-fenced assets, which lien will be triggered only by (a) failure to make required contributions to the Company's pension plan, (b) prohibited transfers of ownership interests in the Relevant Subsidiaries, (c) termination events with respect to the Plan, and (d) bankruptcy events with respect to the Company or certain of its material subsidiaries. The Company will continue to make required contributions to the Plan, the scheduled amounts of which are not affected by the Definitive Agreement. The Company has consistently managed its business such that it is able to meet its obligations to the Plan despite the historically unprecedented low interest rate environment. Although the Company believes that no basis exists under ERISA for an involuntary or distress termination of the Plan, PBGC has further agreed to forbear from initiating an involuntary termination of the Plan, except upon the occurrence of specified conditions. "Concluding this agreement is another positive step forward for the Company; it preserves the Company's operational and financial flexibility to continue with the transformation and provides meaningful protections to the PBGC," said Edward S. Lampert, Sears Holdings' chairman and chief executive officer. 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. Sears Holdings reported 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. * * * 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. SEQUENOM INC: Camber Capital Reports 14.5% Stake as of March 23 --------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Camber Capital Management LLC and Stephen DuBois reported that as of March 23, 2016, they beneficially own 17,325,000 shares of common stock of Sequenom Inc. representing 14.54 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/5oZ4Ph About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom reported a net loss of $16.3 million on $128 million of total revenues for the year ended Dec. 31, 2015, compared to net income of $1.01 million on $152 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Sequenom had $119 million in total assets, $157 million in total liabilities and a total stockholders' deficit of $38.4 million. SFS LTD: Shah, et al., Have Until April 4 to Reply to Complaint --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida has given Swapnil Shah and 11 others until April 4 to reply to a complaint filed by the official committee representing Simply Fashion Stores Ltd.'s unsecured creditors. The committee filed the complaint to recharacterize the claims against Simply Fashion by entities owned or controlled by Swapnil and Shail Shah, the company's officers and indirect equity holders. In its complaint, the committee alleged the Shahs responded to the company's liquidity crisis by "putting their own financial interests first." The committee alleged the Shahs infused equity disguised as unsecured debt into Simply Fashion to "create a short-term solution to the company's working capital issues" and that more equity disguised as a secured term loan was infused into the company when the capital raise proved insufficient. "[The Shahs] had very good economic reasons for keeping Simply Fashion operating as long as possible," the committee said in the complaint. According to the committee, over half of all the merchandise sold in Simply Fashion's stores was sourced from manufacturing facilities in India operated by the Shahs' uncles. "Instead of using this source of vertical integration to create cost savings and synergies, the [Shahs] set up shell companies to serve as middlemen between Simply Fashion and their family interests overseas," the committee said. The Shahs also caused Simply Fashion to deliver a significant amount of product to the Dots online business without receiving any value in return, the committee further said. Dots is a women's apparel retailer whose online platform was acquired by the Shahs in mid-2014, according to the complaint. 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. The period within which only the Debtors may file a plan is extended, through and including April 11, 2016. The period within which the Debtors may solicit acceptances of a plan is extended through and including June 10, 2016. SKYLINE CORP: May Issue 700,000 Shares Under 2015 Stock Plan ------------------------------------------------------------ Skyline Corporation filed with the Securities and Exchange Commission a Form S-8 registration statement to register 700,000 shares of common stock available for issuance under the Company's 2015 Stock Incentive Plan. A copy of the prospectus is available at http://is.gd/Pb1vc4 About Skyline Corp Skyline Corporation was originally incorporated in Indiana in 1959, as successor to a business founded in 1951. Skyline Corporation and its consolidated subsidiaries designs, produces and markets manufactured housing, modular housing and park models to independent dealers and manufactured housing communities located throughout the United States and Canada. Manufactured housing is built to standards established by the U.S. Department of Housing and Urban Development, modular homes are built according to state, provincial or local building codes, and park models are built according to specifications established by the American National Standards Institute. For the year ended May 31, 2015, the Company reported a net loss of $10.41 million compared to a net loss of $11.86 million for the year ended May 31, 2014. Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2015, citing that the Company has incurred recurring operating losses and negative cash flows from operating activities. The Company has a line of credit in place, however prospective debt covenant violations may limit the Company's ability to access these funds which would impact its liquidity. These matters raise substantial doubt about the Company's ability to continue as a going concern. SKYLINE CORP: Tontine Asset Reports 5.3% Stake as of March 21 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Tontine Asset Associates, LLC and Jeffrey L. Gendell reported that as of March 21, 2016, they beneficially own 448,587 shares of common stock of Skyline Corporation, representing 5.35 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/4HqBCv About Skyline Corp Skyline Corporation was originally incorporated in Indiana in 1959, as successor to a business founded in 1951. Skyline Corporation and its consolidated subsidiaries designs, produces and markets manufactured housing, modular housing and park models to independent dealers and manufactured housing communities located throughout the United States and Canada. Manufactured housing is built to standards established by the U.S. Department of Housing and Urban Development, modular homes are built according to state, provincial or local building codes, and park models are built according to specifications established by the American National Standards Institute. For the year ended May 31, 2015, the Company reported a net loss of $10.41 million compared to a net loss of $11.86 million for the year ended May 31, 2014. Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2015, citing that the Company has incurred recurring operating losses and negative cash flows from operating activities. The Company has a line of credit in place, however prospective debt covenant violations may limit the Company's ability to access these funds which would impact its liquidity. These matters raise substantial doubt about the Company's ability to continue as a going concern. SPENDSMART NETWORKS: Alex Minicucci Quits as CEO and Director ------------------------------------------------------------- Alex Minicucci resigned his position as chief executive officer and was appointed to the position of chief strategy officer effective March 24, 2016, according to a Form 8-K report filed with the Securities and Exchange Commission. Mr. Minicucci also resigned his position as a member of the Board of Directors. The Board of Directors appointed Chairman Jerold Rubinstein to the position of interim chief executive officer until the appointment of a permanent chief executive officer. Mr. Rubinstein has served as a member of the Board of Directors and Chairman of the Company's Audit Committee since October 2013. About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. SpendSmart Networks incurred a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.09 million on $0 of total revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $8.52 million in total assets, $4.48 million in total liabilities and $4.04 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring net losses since inception and has yet to establish a profitable operation. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. SPENDSMART NETWORKS: Grants Restricted Stock and Options -------------------------------------------------------- Spendsmart Networks, Inc., effective March 21, 2016, granted to the following directors and employees the following restricted stock or options: (a) Director Joseph Proto, 350,000 restricted shares of common stock vesting fifty percent upon grant and fifty percent on the one year anniversary or based upon a change in control; (b) Director John Eyler, options to purchase 464,331 shares of common stock vesting fifty percent upon grant and fifty percent on the one year anniversary or based upon a change in control; (c) director Cary Sucoff 350,000 restricted shares of common stock vesting fifty percent upon grant and fifty percent on the one year anniversary or based upon a change in control; (d) director Pat Kolenik 350,000 restricted shares of common stock vesting fifty percent upon grant and fifty percent on the one year anniversary or based upon a change in control; (e) Director Chris Leong, options to purchase 464,331 shares of common stock vesting fifty percent upon grant and fifty percent on the one year anniversary or based upon a change in control; (f) Chairman Jerold Rubinstein, options to purchase 663,330 shares of common stock vesting fifty percent upon grant and fifty percent on the one year anniversary or based upon a change in control, and options to purchase 1,261,745 shares of common stock vested upon grant; (g) Vice Chairman Isaac Blech, options to purchase 663,330 shares of common stock vesting fifty percent upon grant and fifty percent on the one year anniversary or based upon a change in control; (h) Director Alex Minicucci, options to purchase 464,331 shares of common stock vesting fifty percent upon the one year anniversary and fifty percent on the two year anniversary or based upon a change in control; (i) employee Luke Wallace, options to purchase 397,998 shares of common stock vesting fifty percent upon the one year anniversary and fifty percent on the two year anniversary or based upon a change in control; (j) employee Brett Schnell, options to purchase 198,999 shares of common stock vesting fifty percent upon the one year anniversary and fifty percent on the two year anniversary or based upon a change in control; and (k) employee Tim Boris options to purchase 397,998 shares of common stock vesting fifty percent upon the one year anniversary and fifty percent on the two year anniversary or based upon a change in control. All of the options have an exercise price of $0.12 and a term of five years. About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. SpendSmart Networks incurred a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.09 million on $0 of total revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $8.52 million in total assets, $4.48 million in total liabilities and $4.04 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring net losses since inception and has yet to establish a profitable operation. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. STAR COMPUTER: Wants $197K Asset Sale to MG Accessories Approved ---------------------------------------------------------------- Star Computer Group, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to approve its proposed sale of Argom inventory and intellectual property. The Debtor seeks approval of the sale of the assets to MG Accessories and Distribution, Inc., pursuant to the terms of two letter agreements. The first agreement provides that MG agrees to purchase Argom accessories inventory and Argom trademarks, copyrights and intellectual property for a total purchase price of $111,000. The second agreement provides that MG agrees to purchase Argom mobile inventory for a total purchase price of $86,324. The proposed sale will result in proceeds to the Debtor of approximately $197,324, for the assets which would otherwise yield an uncertain return and which the Debtor has been unable to sell to bulk buyers. The Debtor contends that any question as to the reasonableness of the purchase price should be dispelled by the fact that the Debtor will continue to entertain competing offers and will notice all interested parties and creditors as to the sale of the Assets, thereby enhancing the Debtor's ability to receive the highest and best value for the Assets. The Debtor will entertain competing offers for the assets subject to these terms: (a) Any such offer must be presented at least five business days in advance of the hearing scheduled on the Motion in the form an executed letter agreement containing the same material terms as the Agreement; (b) Any such offer must be for at least $10,000 in excess of the total consideration provided by the Agreements; and (c) Any such offers must be accompanied by a good faith deposit of $50,000 to evidence the bidder's commitment to close following court approval, which shall be refunded in the event the Court approves a sale to someone other than the bidder. In the event that one or more qualifying competing offers are timely submitted, the MG be entitled to participate in the auction upon submission of a $50,000 good faith deposit on the same terms. Such auction, if necessary, will be conducted two business days prior to the hearing with notice to each qualified competing bidder, and the Debtor will advise the Court at the hearing of the highest and best offer received. Exclusivity Extension Star Computer Group asked the Court to extend the exclusive periods within which it may file a plan of reorganization and solicit acceptances thereto, through March 21, 2016 and May 23, 2016, respectively. The Debtor relates that a draft Plan has been circulated to counsel for the Official Committee of Unsecured Creditors and to counsel for the Debtor's primary lender, BankUnited, N.A., and is in process of obtaining and incorporating feedback and comments into the Plan. The Debtor further relates that it remains optimistic that those discussions will result in a consensual plan, but will require more time for those negotiations. The Debtor believes it has taken, and will continue to take, appropriate steps to bring a viable plan to fruition that will benefit the estate and all of its creditors, and a termination of exclusivity may impede that progress. Star Computer Group is represented by: Corali Lopez-Castro, Esq. David L. Rosendorf, Esq. Vincent F. Alexander, Esq. Mindy Y. Kubs, Esq. KOZYAK TROPIN & THROCKMORTON, LLP 2525 Ponce de Leon Blvd., 9th Floor Miami, FL 33134 Telephone: (305)372-1800 Facsimile: (305)372-3508 E-mail: clc@kttlaw.com dlr@kttlaw.com vfa@kttlaw.com myk@kttlaw.com About Star Computer Group Star Computer Group, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The petition was signed by James S. Howard as chief restructuring officer. The Debtor listed assets of $22.7 million and liabilities of $68.3 million. Founded in 1994 with its office located at 2175 N.W. 115 Avenue, Miami, FL 33172, the Company was engaged in the business of supplying wholesale computers, smart phones, and related equipment and software to dealers and wholesales in Latin America. The Company is jointly owned by Henry Waissmann (54%) and Henry Aguilar (46%). The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as bankruptcy counsel, GlassRatner as financial advisor, Fuerst Ittleman David & Joseph PL as special tax counsel, and Cherry Bekaert, LLP as accountants. Judge Jay Cristol is assigned to the case. The U.S. Trustee for Region 21, appointed five creditors to serve in the official committee of unsecured creditors. The Committee is represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., as counsel. STELLAR BIOTECHNOLOGIES: Applies for Voluntary Delisting From TSX ----------------------------------------------------------------- Stellar Biotechnologies, Inc., announced that it has applied for voluntary delisting of the Company's common shares from the TSX Venture Exchange. The Company's Shares will continue to trade on The Nasdaq Capital Market under its symbol "SBOT." The Board of Directors of the Company made the decision to voluntarily delist from the TSX-V based on the very limited trading volume of the Company's shares on the TSX-V, the costs and resources required to maintain TSX-V listing, and the liquid market for the Company's Shares on Nasdaq. The substantial majority of trades in the Company's Shares now occur on Nasdaq and the Company believes that its Nasdaq listing provides sufficient liquidity for its shareholders. The voluntary delisting from TSX-V will allow the Company to reduce listing fees, costs, and administrative burden associated with listing the Company's Shares on two separate stock exchanges. Upon approval, the TSX Venture Exchange will issue a bulletin setting the effective date of the voluntary delisting. Thereafter, the Company Shares will trade solely on Nasdaq under Stellar's ticker symbol "SBOT." Shareholders holding shares in Canadian brokerage accounts should contact their brokers to obtain information on how to trade their shares on Nasdaq. For additional information regarding the Company's Voluntary Delisting for TSX-V, please visit: http://ir.stellarbiotechnologies.com/tsx-v-voluntary-delisting-faq The Company continues to be a reporting issuer under Canadian securities laws and thus remains subject to Canadian continuous disclosure obligations. About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies reported a net loss of $8.43 million for the year ended Aug. 31, 2014, a net loss of $14.5 million for the year ended Aug. 31, 2013, and a net loss of $5.52 million for the year ended Aug. 31, 2012. Stellar Biotechnologies reported a net loss of $2.84 million on $758,689 of revenues for the year ended Sept. 30, 2015. As of Dec. 31, 2015, the Company had $10.35 million in total assets, $723,675 in total liabilities and $9.63 million in total shareholders' equity. STERLING ENGINEERING: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Sterling Engineering Group of Companies, L.L.C. 14025 West Rd. Houston, TX 77041 Case No.: 16-31442 Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R Jones Debtor's Counsel: Kevin M Madden, Esq. LAW OFFICES OF KEVIN MICHAEL MADDEN, PLLC 5225 Katy Freeway, Ste 520 Houston, TX 77007 Tel: 281-888-9681 Fax: 832-538-0937 E-mail: kmm@kmaddenlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Sandeep Patel, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. STONE ENERGY: No Longer Qualifies for Bonding Exemptions -------------------------------------------------------- The Bureau of Ocean Energy Management requires all operators in federal waters to provide financial assurances sufficient to cover the estimated cost of plugging and abandoning wells and decommissioning offshore facilities. Historically, Stone Energy Corporation has been able to obtain an exemption from most bonding obligations based on financial net worth. As disclosed in a regulatory filing with the Securities and Exchange Commission, on March 21, 2016, Stone received notice letters from BOEM stating that BOEM had determined that Stone no longer qualifies for a supplemental bonding waiver under the financial criteria specified in BOEM's current guidance to lessees. As stated in the Company's 2015 Annual Report on Form 10-K, the Company had expected that it would no longer qualify for this exemption. BOEM's notice letters indicate the amount of Stone's supplemental bonding needs is approximately $565 million. Stone said it is in discussions with BOEM to reduce the amount of the supplemental bonding or other forms of financial assurance that the agency may require and the timing of when such bonds or financial assurances may need to be provided. As a result, Stone has not yet obtained any additional bonds, or acceptable replacement collateral or other financial assurances. Stone may seek to utilize different forms of financial assurances, but cannot provide assurance these different forms of collateral will be acceptable to BOEM. About Stone Energy Stone Energy is an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company has been operating in the Gulf of Mexico Basin since its incorporation in 1993 and have established a technical and operational expertise in this area. The Company has leveraged its experience in the GOM conventional shelf and expanded its reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the Company's estimated proved oil and natural gas reserves were approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95 MMBoe or 570 Bcfe of the Company's estimated proved reserves were revised downward as a result of lower oil, natural gas and natural gas liquids prices. Stone Energy reported a net loss of $1.1 billion in 2015 following a net loss of $189.54 million in 2014. As of Dec. 31, 2015, the Company had $1.41 billion in total assets, $1.44 billion in total liabilities, and a $39.8 million total stockholders' deficit. "We are currently in discussions with our banks regarding an amendment to our bank credit facility to address this potential covenant issue. We cannot provide any assurances that we will reach an agreement with the lenders under our bank credit facility on a waiver or amendment on a timely basis, or on satisfactory terms, to alleviate any non-compliance with our debt covenants. Additionally, we have $1,075,000 of senior indebtedness that we need to restructure or pay down. We are in the process of analyzing various strategic alternatives to address our liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring, asset sales and a prepackaged bankruptcy filing. We cannot provide any assurances that we will be able to complete a private restructuring or asset sales on satisfactory terms to provide the liquidity to restructure or pay down our senior indebtedness," the Company stated in the 2015 Annual Report. SUNEDISON INC: May Face Default if Earnings Are Further Delayed --------------------------------------------------------------- Brian Eckhouse and Christopher Martin, writing for Bloomberg Brief, reported that SunEdison Inc. has already postponed the release of its 2015 annual report and it it fails to file the report by March 30, it must reach accommodations with lenders on at least $1.4 billion in loans and credit facilities or face a potential technical default. According to the report, SunEdison reported total debt of $11.7 billion at the end of September, more than double the amount a year earlier, as it bought up wind and solar developers and projects on six continents. That's prompted questions about whether it borrowed too much, too fast, and has helped make it the worst performer on the 104-member WilderHill New Energy Global Innovation Index in the past year, the report said. "They have a big issue coming with their debt," Patrick Jobin, an analyst at Credit Suisse Group AG, told Bloomberg, citing two credit facilities that require the company to provide financial disclosures. Because that hasn't happened, it's unclear if SunEdison is able to meet its obligations, he further told Bloomberg. "We're sitting here blindfolded. I don't even know what cash-generating assets they have left." As previously reported by The Troubled Company Reporter, citing Bloomberg News, on March 23 SunEdison fell the most in five weeks after a report that it is in debtor-in-possession negotiations with some creditors on $725 million in second-lien loans. According to the March 23 report, SunEdison declined 26 percent to $1.49 at the close in New York, the most since Feb. 12. Steven Davidoff Solomon, writing for The New York Times' DealBook, said the immediate cause of SunEdison's distress is the now-terminated agreement to acquire Vivint for $2.2 billion that was struck last July. The highly leveraged deal flashed caution from the start, the DealBook said. SunEdison agreed to acquire Vivint Solar, but could not afford to pay the $2.2 billion, the report related. Instead, the deal consisted of cash and SunEdison common stock, the report added. SunEdison did not have the cash so it arranged to borrow $500 million from Goldman Sachs Bank USA, and agreed to issue $350 million in convertible notes to Vivint holders, debt instruments that SunEdison would pay out later at 2.25 percent interest, the report further related. TATOES LLC: Asks Permission to Pay Family Members' Salaries ----------------------------------------------------------- Tatoes, LLC, et al., seek permission from the Bankruptcy Court to compensate insiders during the pendency of their bankruptcy cases. It is the Debtors' intention to pay the annual salary to each of the family members on a pro rata bi-weekly basis. Each of the insiders historically has performed work for each of the Debtors as part of their job functions and responsibilities. Annual 2015 Name Salary Compensation ---- ---------- ------------ Del Alan Christensen $30,000 $99,448 Owner Daneen Elaine Christensen $0 $17,550 Owner, Office Manager Dean Alan Christensen $50,000 $128,536 Manager at Saddle Mountain Wireless D Alex Christensen $60,000 $93,600 Project Managers Dallon A Christensen $50,000 $58,639 Tatoes, LLC Manager Damon Aiken Christensen $39,428 $39,428 Student at University of Idaho Graduating in May with an Ag degree Will be home in May to farm Dexter Alden Christensen $31,250 $31,250 Farm Laborer Other compensation offered to the family are vehicle insurance, fuel and cellphones. About Tatoes LLC Tatoes, LLC, Wahluke Produce, Inc. and Columbia Man., Inc., are family run businesses engaged in integrated farming, packing, storage, and shipping enterprise. Each of the Debtors is owned 100% by couple Del and Daneen Christensen. The Debtors are jointly and severally liable to their primary operating lender -- Rabo AgriFinance for $22 million as of the Petition Date. Tatoes, Wahluke and Columbia Man filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Proposed Lead Case No. 16-00900) on March 21, 2016. The petitions were signed by Del Christensen as president. Tatoes estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. TATOES LLC: Seeks Joint Administration of Cases ----------------------------------------------- Tatoes, LLC, et al., asked the Bankruptcy Court to to jointly administer their Chapter 11 cases under the Lead Case No. 16-00900. The Debtors said their operations are closely related and a portion of their general administration and operational expenses are shared. According to the Debtors, joint administration will: (a) provide for efficiency and will eliminate the need for duplicative notices, applications, motions, and orders; (b) ensure that notice of the proceedings will be comprehensively provided; (c) lessen administrative burden; and (d) relieve the Clerk of the Court of the burden of entering duplicative orders and maintaining duplicative files. About Tatoes LLC Tatoes, LLC, Wahluke Produce, Inc. and Columbia Man., Inc., are family run businesses engaged in integrated farming, packing, storage, and shipping enterprise. Each of the Debtors is owned 100% by couple Del and Daneen Christensen. The Debtors are jointly and severally liable to their primary operating lender -- Rabo AgriFinance for $22 million as of the Petition Date. Tatoes, Wahluke and Columbia Man filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Proposed Lead Case No. 16-00900) on March 21, 2016. The petitions were signed by Del Christensen as president. Tatoes estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. TEMPLAR ENERGY: S&P Lowers Corporate Credit Rating to 'SD' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered the corporate credit rating on Oklahoma-based oil and gas exploration and production company Templar Energy LLC to 'SD' from 'CCC-'. S&P also lowered its issue-level rating on the company's second-lien debt to 'D' from 'CC'. The recovery remains '5', indicating S&P's expectation for modest (10% to 30%, higher end of the range) recovery in the event of a default. The rating action reflects Templar's decision to skip its interest payment on its second-lien term loan and enter into a 30-day-grace period while it continues to negotiate a debt restructuring with its lenders. S&P believes the company will continue to meet its payment obligations on its reserve-based lending facility while it negotiates with its second-lien lenders. TRANSUNION LLC: S&P Affirms BB- Rating on Term Loan B Over Add-On ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' issue-level rating on Chicago-based consumer credit bureau TransUnion's term loan B following the company's $100 million add-on to the loan (issued by TransUnion LLC). The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; upper half of the range) recovery in the event of a payment default. S&P's corporate credit rating on TransUnion remains 'BB-' with a positive outlook. S&P's ratings reflect the firm's defensible market position as one of the three leading consumer credit reporting firms globally, and leverage that has declined to the mid-4x area since the firm's IPO in 2015. S&P do not expect this transaction to materially affect leverage as proceeds from the upsized term loan will be used to refinance existing revolver borrowings. The positive outlook on TransUnion reflects S&P's expectation that continued revenue growth, growing international diversity, and further deleveraging from both increased EBITDA and additional debt reduction will enable TransUnion to continue to improve credit metrics over the next year. RATINGS LIST TransUnion Corporate Credit Rating BB-/Positive/-- Rating Affirmed TransUnion LLC Senior Secured BB- Recovery Rating 3H VERITY HEALTH: S&P Affirms 'CCC' Rating on $279MM Bonds ------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'CCC' rating on California Statewide Communities Development Authority's $279 million series 2005A, 2005F, 2005G, and 2005H fixed-rate bonds issued for the Daughters of Charity Health System (DCHS) now known as Verity Health System (Verity). "The outlook revision reflects a more stable financial profile following the Dec. 14, 2015, change of control transaction that transferred management responsibility for most DCHS assets to BlueMountain Capital Management LLC with management services provided by a BlueMountain subsidiary, Integrity Healthcare LLC," said Standard & Poor's credit analyst Cynthia Keller. As part of the transaction, BlueMountain contributed $100 million to DCHS in exchange for a 15-year management agreement and the option to purchase the DCHS assets in the future. In addition, BlueMountain arranged a $160 million private secured loan to the corporation for cash flow, operational, and capital support. A portion of the 2015 loan, along with unused bond proceeds, was used to repay $124 million series 2014 short-term debt. Because of this financial support, S&P believes a default within the one-year time frame of this outlook period is less likely. The next payment to the series 2005 bondholders is due July 1. The 'CCC' rating reflects Verity's substantial operating losses, thin balance sheet cushion, and challenging operating environment, which makes Verity's ability to repay the series 2005 bonds dependent on favorable business, financial, and economic conditions. Securing the bonds are gross revenue and mortgage pledges from the DCHS obligated group, which includes all six hospitals. The stable outlook reflects S&P's opinion that the additional balance sheet flexibility provided by BlueMountain's capitalization should provide rating stability for the one-year covered by S&P's outlook period. The future outlook and rating direction should become clearer during the second half of fiscal year 2016. In addition, during the next review S&P anticipates receiving further details about Verity's enterprise and financial profiles. Any meaningful trend of financial improvement, which provides confidence that Verity has the cash flow and capacity to continue to make debt service payments could result in a positive outlook or higher rating. A negative outlook or lower rating could be possible with any deterioration in financial performance or balance sheet reserves, which could make Verity highly vulnerable to nonpayment. Verity operates six acute care hospitals in Northern California and Southern California clustered around the San Francisco Bay Area (O'Connor Hospital, St. Louise Regional Hospital, Seton Medical Center, and Seton Medical Center Coastside) and Los Angeles (St. Vincent Medical Center and St. Francis Medical Center). Verity also operates several related companies including long-term care, dialysis, and various charitable foundations. VERMILLION INC: Reports Fourth Quarter and Full Year 2015 Results ----------------------------------------------------------------- Vermillion, Inc., reported a net loss of $4.98 million on $361,000 of total revenue for the three months ended Dec. 31, 2015, compared to a net loss of $4.07 million on $1.56 million of total revenue for the same period in 2014. For the year ended Dec. 31, 2015, Vermillion reported a net loss of $19.11 million on $2.17 million of total revenue compared to a net loss of $19.21 million on $2.52 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $20.96 million in total assets, $3.41 million in total liabilities and $17.54 million in total stockholders' equity. "We are very pleased to have the clearance of our 2nd generation ovarian cancer risk assessment test, Overa. This is an historic milestone for Vermillion since it will allow us to deliver our proprietary technology with superior negative predictive value and positive predictive value coupled with a global platform, the Roche cobas 6000," stated Valerie Palmieri, president and CEO of Vermillion, Inc. As of Dec. 31, 2015, cash and equivalents totaled $18.6 million. The company utilized $5.3 million in cash in the fourth quarter of 2015 including approximately $700,000 primarily for information technology infrastructure. Cash utilization after the first quarter of 2016 is expected to decrease as a result of the restructuring that the Company announced in February of 2016. The Company's goal is to reduce operating expense by approximately 20% from its 2015 run rate. A full-text copy of the press release is available for free at: http://is.gd/TjZ5oH About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. WAFERGEN BIO-SYSTEMS: Reports $20.0 Million Net Loss for 2015 ------------------------------------------------------------- WaferGen Bio-systems, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common stockholders of $19.99 million on $7.16 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.7 million on $6 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Wafergen had $22.9 million in total assets, $7.17 million in total liabilities and $15.7 million in total stockholders' equity. As of Dec. 31, 2015, the Company's principal source of liquidity was $15.2 million in cash and cash equivalents. The Company had working capital of $15.5 million as of Dec. 31, 2015. The Company's funding has primarily been generated by the issuance of equity securities, which includes $15.7 million and $18.0 million raised, net of offering costs, in 2015 and 2014, respectively. The Company also had, as of Dec. 31, 2015, Notes with a principal amount of $5.2 million owing to MTDC, repayable in August 2020. A full-text copy of the Form 10-K is available for free at: http://is.gd/jN0QyL About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WEST 41 PROPERTY: Case Summary & 8 Unsecured Creditors ------------------------------------------------------ Debtor: West 41 Property LLC 440 West 41st Street New York, NY 10036 Case No.: 16-22393 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: March 25, 2016 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Estimated Assets: $0 to $50,000 Estimated Debts: $10 million to $50 million The petition was signed by David Goldwasser, managing member, GC Realty Advisors LLC. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-22393.pdf WESTMORELAND COAL: Venor Capital Withdraws Director Nominees ------------------------------------------------------------ Venor Capital Management LP and Westmoreland Coal Company entered into an agreement on March 23, 2016, pursuant to which: (i) Venor Capital agreed to withdraw the Feb. 18, 2016, notice, which was submitted by Venor Capital Master Fund Ltd., of its intention to nominate Eugene I. Davis and Robert C. Flexon for election as directors of the Issuer and not to nominate any person for election or propose any business to be presented at the Issuer's 2016 annual meeting of shareholders; and (ii) the Issuer agreed to include Robert C. Flexon on the Issuer's slate of director nominees for election at the Annual Meeting and to solicit proxies for Mr. Flexon's election as a director to the same extent as for the election or re-election of any other member of the Issuer's slate of directors. The Issuer further agreed that, at or before the first regularly scheduled meeting of the board of directors of the Issuer following the Annual Meeting, (i) the Board will interview Mr. Davis and at least one other candidate identified by Venor Capital Management LP and will select from the Venor Candidates one individual to be added to the Board, and (ii) the Board will take all steps necessary (including increasing the size of the Board) to add the Additional Director to the Board no later than Aug. 15, 2016. Venor Capital Management LP beneficially owns 1,136,369 shares of common stock of Westmoreland Coal as of March 23, 2016, representing 6.2 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: http://is.gd/oMpTXP About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203.31 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173.11 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Westmoreland Coal had $1.50 billion in total assets, $2.10 billion in total liabilities and a total deficit of $601.88 million. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WHISTLER ENERGY: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Whistler Energy II, LLC 3200 Southwest Freeway, Suite 2050 Houston, TX 77027 Case Number: 16-10661 Involuntary Chapter 11 Petition Date: March 24, 2016 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Jerry A. Brown Petitioners' Counsel: Stewart F. Peck, Esq. 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Tel: (504) 568-1990 Fax: (504) 529-7418 E-mail: speck@lawla.com Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Romfor Supply Company Services, Labor $1,661,005 d/b/a Premiere Fluids and Materials International, Romfor Supply Company d/b/a Premiere Fluids International 1035 Dairy Ashford Road Houston, TX 77079 Adriatic Marine, L.L.C. Services, Labor $2,250,625 P.O. Box 188 and Materials Raceland, LA 70394 Hydra Ops, LLC Services, Labor $635,786 14418 Brumbelow Road and Materials Needville, TX 77461 Scientific Drilling Services, Labor $409,826 International, Inc. and Materials 16701 Greenspoint Park Drive, Suite 200 Houston, TX 77060 Patterson Services, Inc. Services, Labor $48,795 and Materials WINDSOR FINANCIAL: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- The U.S. Trustee for Region 2 appointed three creditors of Windsor Financial Group, LLC, to serve on the official committee of unsecured creditors. The committee members are: (1) Bellevue Square, LLC 10500 NE 8th Street, Suite 930 Bellevue, WA 98004 Contact: Robert Dallain, Senior VP Telephone: (425) 460-5842 (2) Hambleton Group Construction Co., Inc. PO Box 11430 San Juan, PR 00922 Contact: John Hambleton Telephone: (787) 781-8186 (3) H.C. Pody Company 946 Simons Avenue Bensalem, PA 19020 Contact: Hugh Pody Telephone: (215) 639-2027 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Windsor Financial Windsor Financial Group LLC owned and operated ASICS retail stores in the United States through a license agreement with ASICS America Corporation. It opened 13 ASICS retail stores -- including ASICS's North American flagship store in Times Square -- expanding ASICS's brand and presence in the United States. On June 24, 2015, ASICS terminated Windsor's retail operating agreement due to breach, including for failure to pay for merchandise it purchased for resale. On July 28, 2015, ASICS filed a complaint against Windsor in the California District Court, Civil Action No. 8:15-cv-01194-JVS-JVM, for injunctive relief and damages for the Debtor's breach of the MRA, trademark infringement and unfair competition. ASICS seeks damages of no less than $5,753,096. Windsor Financial Group filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016, intending to use the chapter 11 process to sue ASICS for its misconduct and fraud in the hopes of using those litigation proceeds to provide a distribution to creditors and equity. Armando Ruiz, the CEO, signed the bankruptcy petition. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Lowenstein Sandler LLP serves as the Debtor's counsel. Z'TEJAS SCOTTSDALE: Court Converts Cases to Chapter 7 ----------------------------------------------------- The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of Arizon an order granting the Official Committee of Unsecured Creditors' motion to convert Z'Tejas Scottsdale, LLC, et al.'s Chapter 11 cases to cases under Chapter 7. With respect to the $250,000 paid to the Committee in trust for the benefit of non-insider general unsecured creditors pursuant to the settlement approved by the court order dated Nov. 16, 2015, the Committee will, upon conversion, cause the GUC Trust Funds to be turned over to the Chapter 7 trustee, who will hold them solely for the benefit of the non-insider general unsecured claimants. The Chapter 7 trustee will disburse the GUC Trust Funds to the holders of allowed non-insider general unsecured claims and will not be entitled to invade or use the GUC Trust Funds to pay any costs or expenses of for any other purpose other than for payment of the Chapter 7 trustee's compensation earned under 11 U.S.C. Secion326(a) in connection with disbursing the GUC Trust Funds, with the amount of compensation not, in any event, to exceed 5% of the GUC Trust Funds disbursed. The Court has ordered the Debtor to file, among other things, a final report and account to include an accounting of all assets listed in the Chapter 11 schedules and a complete inventory of all assets remaining at the time of conversion within 30 days of the date of conversion. The Committee filed the conversion motion on Dec. 10, 2015, claiming that the Debtors had been reluctant to proceed with a liquidating plan, citing the expense associated therewith, and indicated in their Nov. 16, 2015 status report that they would likely seek to convert their Chapter 11 case to Chapter 7. According to the Committee, the Debtor did not state precisely when they would seek conversion, only that they would do so after certain post-closing tasks are completed. The Committee stated that there is no additional income coming in with which to pay the ongoing administrative expenses, thereby resulting in a drain on the Debtors' remaining funds. Much of those funds will be needed to pay administrative and Section 503(b)(9) claims, however; and the Committee is concerned about depleting them by the administrative costs of filing, soliciting, and obtaining approval of a Chapter 11 plan. It is concerned that the process for doing so would be time-consuming and costly, the Committee said. The Committee wants to maximize the funds remaining in the estate for distribution to creditors, conserve the estate's remaining resources, and effectuate the court-approved settlement as it relates to the GUC Trust Account funds. On Dec. 22, 2015, the U.S. Trustee for Region 14, objected the additional relief requested by the Committee: (i) the Court "allow the Committee to thereafter continue in effect . . ." because, according to the U.S. Trustee, most courts have concluded that conversion of a Chapter 11 case to a Chapter 7 case results in dissolution of a Chapter 11 committee; (ii) the Court "allow . . . an individual selected by the Committee as trustee to see to the distribution of the GUC trustee funds for the benefit of non-insider general unsecured creditors . . ." because there is no legal authority which allows this, as suggested by the fact that the Committee has cited no legal authority. Pavilion Holdings, L.L.C., landlord of the Z'Tejas restaurant premises in Chandler, Arizona, filed with the Court a limited objection to the conversion motion on Dec. 30, 2015, and requested that the cure amount -- $75,529.00 -- be determined and paid, and a notice be filed by the Debtors before the case would be converted. On Jan. 4, 2016, Cornbread Ventures, LP, a former secured creditor of these estates and the purchaser of substantially all these estates' operating assets, asked the Court that the conversion motion be denied or at least continued until all liquor licenses have been transferred and all restaurant leases have been assumed and assigned (or, theoretically, rejected) at Cornbread's designation. Cornbread has a keen interest in ensuring that these estates meet their obligations to Cornbread arising from the Court's sale order, under which the Debtors are required to: (a) assume and assign to Cornbread the unexpired real property leases for the restaurant locations Cornbread purchased when Cornbread designates them; and (b) cooperate in facilitating the transfer to Cornbread of the Debtors' liquor licenses. The Macerich Company, as agent for Scottsdale Fashion Square, LLC, and Landlord 1110 W. 6th Street Property, Ltd., joined Cornbread's objection to the conversion motion. On Jan. 8, 2016, the Committee said in a reply to the pleadings filed by various parties in response to its conversion motion, "None of the objections to the motion go to the ultimate conversion of the cases, only to the timing of the conversion . . . . Since filing the motion, the Committee has engaged in communications with the Debtors to discuss their competing views about the timing of conversion and associated issues. Those discussions have been fruitful, and common ground has been reached regarding various items." A copy of the Committee's reply is available for free at: http://is.gd/zqn8QU Pavilion Holdings is represented by: Sherman & Howard L.L.C. Bryan A. Albue, Esq. Thomas C. Axelsen, Esq. 201 East Washington Street Suite 800 Phoenix, Arizona 85004-2327 E-mail: taxelsen@shermanhoward.com Cornbread is represented by: Perkins Coie LLP Jordan A. Kroop, Esq. Bradley A. Cosman, Esq. 2901 North Central Avenue, Suite 2000 Phoenix, Arizona 85012-2788 E-mail: JKroop@perkinscoie.com BCosman@perkinscoie.com Macerich is represented by: Ballard Spahr LLP Craig Solomon Ganz, Esq. 1 East Washington Street, Suite 2300 Phoenix, AZ 85004 Tel: (602) 798-5529 Fax: (602) 798-5595 E-mail: ganzc@ballardspahr.com and Katten Muchin Rosenman LLP Dustin P. Branch, Esq. Jessica Mickelsen Simon, Esq. 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012 Tel: (310) 788-4400 Fax: (310) 788-4471 E-mail: dustin.branch@kattenlaw.com jessica.mickelsensimon@kattenlaw.com 1110 W. 6th Street Property is represented by: Lewis Roca Rothgerber Christie LLP 201 East Washington Street, Suite 1200 Phoenix, Arizona 85004-2595 Justin J. Henderson, Esq Direct Dial: (602) 262-5738 Direct Fax: (602) 734-3937 E-mail: jhenderson@lrrc.com About Z'Tejas Scottsdale Based in Scottsdale, Arizona, Z'Tejas Scottsdale, LLC, et al., operate 9 Z'Tejas, Z'Tejas Southwestern Grill and Taco Guild restaurants within the United States. The restaurant chain was founded in 1989 by Larry Foels and Guy Villavso. Z'Tejas boasts of exceptional and innovative food and a unique look at each location to provide a "non-chain feel". Five restaurants are in Arizona, three are in Austin, Texas, and one in Costa Mesa, California. The company has 300 full time employees and 425 part-time employees. Z'Tejas Scottsdale and its affiliates sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 15-09178) in Phoenix on July 22, 2015. The cases are assigned to Judge Paul Sala. On Feb. 19, 2016, the Court entered an order substantively consolidating the Debtors' estates for all purposes into the estate of Z'Tejas Scottsdale, LLC. The Debtors have tapped Nussbaum Gillis & Dinner, P.C., and Pachulski Stang Ziehl & Jones LLP as attorneys, and Mastodon Ventures, Inc., as investment banker. Lender Cornbread Ventures, LP, is represented by Jordan A. Kroop, Esq., at Perkins Coie LLP, in Phoenix, Arizona. The U.S. trustee overseeing the Debtors' bankruptcy cases appointed Farmers Insurance Company and The Wasserstrom Company to serve on the official committee of unsecured creditors. Schneider & Onofry, P.C., represents the committee. [*] Moody's Concludes Reviews for 11 US Oilfield Services Companies ------------------------------------------------------------------- Moody's Investors Service, on March 21, 2016, concluded rating reviews on eleven US oilfield services companies. Moody's confirmed one company's rating, downgraded five companies' ratings one notch, four companies' ratings two notches, and one company's rating three notches. Oil prices have dropped substantially reflecting continued oversupply in the global oil markets, very high inventory levels and additional Iranian oil exports coming on line. Moody's lowered its oil price estimates on January 21 and expects a slow recovery for oil prices over the next several years. Moody's expects that oilfield services companies will face an extremely challenging operating environment through at least 2018. Significantly reduced upstream capital spending and the declining creditworthiness of upstream customers coupled with an already over-supplied equipment market will keep pricing under heavy pressure through 2018. Leverage and cash flow metrics are expected to deteriorate into 2017 as demand for oilfield services declines. The drop in oil prices and weak natural gas prices has caused a fundamental change in the energy industry, and its ability to generate cash flow has fallen substantially. Moody's believes this condition will persist for several years. As a result, Moody's is recalibrating the ratings of many energy companies to reflect this industry shift. For oilfield service companies specifically, weakening cash flow and liquidity, limited capital market access, and depressed asset values will hinder the ability of companies to meaningfully reduce debt creating significant stress in the industry. Moody's rating actions reflect the relative credit risk of oilfield service providers based on each company's leverage, liquidity, maturity profile, contract coverage, market position, diversification, and the quality of the customer base. RATINGS RATIONALE Bristow Group Inc. Lead Analyst: Sajjad Alam Moody's downgraded Bristow's Corporate Family Rating (CFR) to Ba3 from Ba2, with a negative outlook. The downgrade reflects Moody's expectation of continued weakness in offshore drilling markets through 2017 and Bristow's diminished revenue prospects from its oil and gas industry customers. Despite growing revenues from the UK Search & Rescue contract, Moody's expects that the deterioration in global deepwater and ultra-deepwater drilling activity, which provides the majority of Bristow's revenues, could push Bristow's debt / EBITDA near 5x in the fiscal year ending March 31, 2017. As a result, the company may need covenant relief from its bank group. Bristow is also facing a $200 million term loan maturity in November 2017. The Ba3 CFR is supported by Bristow's global scale, strong market position in the offshore helicopter services industry, large and modern fleet of mostly owned aircraft, contractual relationship with a diverse group of large oil and gas customers, and management's consistent commitment to safety and prudent capital management. With 360 aircraft in its consolidated fleet as of Dec. 31, 2015, Bristow ranks as one of the top two players in most major offshore markets. However, there is excess capacity of heavy helicopters in the industry today and Bristow may need to rationalize its fleet to improve operating efficiency and financial leverage. The negative outlook reflects the high degree of uncertainty surrounding Bristow's offshore oil and gas revenues, the potential need to renegotiate financial covenants, and the refinancing risks associated with the 2017 term loan maturity. A downgrade could occur if Bristow is unable to maintain adequate cushion under the financial covenants or if debt/EBITDA cannot be sustained below 5x. Moody's could consider an upgrade if the debt/EBITDA ratio can be sustained below 4x in a stable industry environment. Cactus Wellhead LLC Lead Analyst: Morris Borenstein Moody's downgraded Cactus' Corporate Family Rating (CFR) to Caa1 from B3, with a negative outlook. Depressed drilling rig activity in the US and further pricing pressure resulting from E&P capital spending reductions will lead Cactus' credit metrics to deteriorate further in 2016. Moody's believes the significantly reduced number of remaining drilling and completion jobs, driven by the lower rig count, will result in further downward pricing pressure. The Caa1 reflects the company's small size in the competitive surface equipment market, the inherent cyclicality of oil and gas drilling activity to which Cactus is exposed. With activity projected to contract, Moody's believe Cactus will still generate modest free cash flow in 2016, a function of reducing working capital and cutting capital expenditures by almost half from 2015. In addition the company has effective access to $15 million of its revolver without testing its springing debt to EBITDA covenant. Moody's withdrew Cactus's SGL-3 rating. The negative rating outlook reflects the expectation of weakening credit metrics and continued declines in drilling rig activity. The ratings could be downgraded if EBITDA to interest coverage declines below 1 times. The ratings could also be downgraded if the company does not generated free cash flow or the company needs to service interest through revolver borrowings. The ratings are not likely to be upgraded through 2016. However, debt/EBITDA sustained below 6 times while generating free cash flow could result in an upgrade. CJ Holding Co. Lead Analyst: Sajjad Alam Moody's downgraded CJ's Corporate Family Rating (CFR) to Caa3 from B3, with a negative outlook. The downgrade reflects CJ's unsustainable capital structure, weak liquidity and the elevated risks of a debt restructuring in a challenged North American drilling and completion market. The company achieved breakeven EBITDA in the second half of 2015 and Moody's expects minimal EBITDA generation in 2016 that will keep the debt/EBITDA ratio at an extremely high level. CJ may also struggle to meet the minimum EBITDA requirements set forth under its credit facility financial covenants despite its intense efforts to reduce costs and improve operating efficiencies. The company had $95 million of cash on hand following a $130 million draw on its $300 million revolver in early 2016, leaving $36 million of availability under the revolver. As a result, the company could struggle to make debt service payments in 2017 if market conditions do not improve. The Caa3 rating also considers CJ's scale in North America as one of the top completion and production service providers; diversified service offerings, geographic footprint and customer base; and its track record as an efficient operator. The negative outlook reflects CJ's poor liquidity and earnings prospects and the heightened risk of a payment default. A downgrade is likely if it appears that CJ might not be able to make the next interest payment or if total liquidity (cash plus revolver availability) falls below $60 million. An upgrade is unlikely barring a significant improvement in business conditions or liquidity. Compressco Partners, L.P. Lead Analyst: Amol Joshi, CFA Moody's downgraded Compressco's Corporate Family Rating (CFR) to B2 from B1, with a negative outlook. The downgrade reflects Moody's expectation of declining EBITDA and deteriorating leverage metrics, while Compressco's customers' credit quality weakens due to low oil and gas prices. Compressco's B2 CFR also reflects the company's market position as one of the leading providers of compression services and its asset base of almost 6,000 compressors with over 1.1 million of total fleet horsepower. Compressco's 2014 acquisition of Compression Systems, Inc. (CSI) positioned the company to compete with similar service providers including Archrock Partners, L.P. (Archrock, B1 negative). The CFR is supported by the company's relatively stable cash flows, underpinned by services that enhance oil and gas production and recoverable reserves, and facilitate natural gas gathering and transportation. It also reflects the volatility of new unit sales, representing roughly 31% of its 2015 revenues and its dependence on commodity prices, although new unit sales' relatively low margins compared to compression services reduces its impact on margin volatility. The rating considers the structural risks inherent in the MLP business model characterized by an acquisitive growth strategy and distribution pay-outs. Compressco's rating outlook is negative reflecting the potential for credit metrics to weaken due to the challenging operating environment as well as its limited covenant cushion. Compressco's ratings could be downgraded should leverage exceed 6x or if its distribution coverage ratio falls below 1x on a sustained basis. A significant reduction in available liquidity could also lead to a downgrade. An upgrade would be considered if the debt-to-EBITDA metric approaches 4x, while EBITDA is sustained above $125 million with a distribution coverage ratio above 1.2x. Era Group Inc. Lead Analyst: Amol Joshi, CFA Moody's downgraded Era's Corporate Family Rating (CFR) to B3 from B1, with a negative outlook. Era's B3 CFR reflects its relatively small scale and heavy reliance of its operations on activity levels in the Gulf of Mexico associated with exploration and production (E&P) companies. In 2015, 66% of Era's revenues were derived from operations in the Gulf of Mexico and this concentration exposes the company to regional event risk. As of December 31, 2015, Era had debt-to-EBITDA of around 4.1x, which is expected to worsen as Era's EBITDA declines further in 2016. The B3 rating is supported by Era's sticky customer relationships in the oil and gas industry and its track record of operating profitably through commodity price cycles. In addition, Era owns the vast majority of its helicopter fleet, which has an estimated value of roughly $900 million, providing good asset coverage for its $288 million debt balance. Era's rating outlook is negative reflecting the potential for credit metrics to weaken due to the challenging operating environment as well as Era's limited covenant cushion. A downgrade would be considered if liquidity is significantly constrained or if Era's cash flow falls more than anticipated. A downgrade could also be triggered by the use of large amounts of debt to accelerate fleet upgrades or shareholder payouts as this action would represent a change in financial policy. An upgrade would be considered if the debt-to-EBITDA metric is below 5.0x on a sustained basis and annual EBITDA exceeds $75 million, while maintaining adequate liquidity. Moody's would also expect the company to continue to conduct its newbuild program at a measured pace, funding growth mostly with internal cash flow and asset sales proceeds. HGIM CORP. Lead Analyst: Sreedhar Kona Moody's downgraded Harvey Gulf's Corporate Family Rating (CFR) to Caa2 from B3. This downgrade was driven by HGIM's escalating leverage and weak liquidity. Although HGIM is relatively better positioned in its peer group with a high percentage of its utilization contracted through 2016 and beyond, its liquidity will worsen significantly through 2016 and 2017. HGIM's current utilization and day rates for the non-contracted vessels operating in the spot market are expected to drop significantly. Moody's outlook for HGIM's 2017 EBITDA will result in heightened risk of breaching minimum adjusted EBITDA covenant towards the end of 2017. Additionally, HGIM's debt to EBITDA ratio will increase to approximately 8x by year end 2016 and worsen through 2017. The company benefits from its strong contract coverage; however, given the customer and regional concentration, the possibility of dayrate dilution exists. Moody's withdrew HGIM's SGL-4 rating. The negative outlook reflects the liquidity stress and the potential breach in the minimum required EBITDA covenant in late 2017. A downgrade could occur if the liquidity drops below $40 million. The ratings are not likely to be upgraded at least through 2016 given the softness in the offshore services activity. Should HGIM maintain high utilization rates and dayrates through good contract coverage combined with adequate liquidity and debt to EBITDA ratio below 6.0x, the ratings could be upgraded. Hornbeck Offshore Services, Inc. Lead Analyst: Sreedhar Kona Moody's downgraded Hornbeck's Corporate Family Rating (CFR) to Caa1 from B2, with a negative outlook. This downgrade was driven primarily by Moody's view of further deterioration of day rates and utilization for the offshore supply vessels through 2016. Moody's expects Hornbeck will experience a significant impact on its 2016 EBITDA resulting in a debt to EBITDA ratio approaching 10x by year end 2016 and worsening further through 2017. Hornbeck's weak credit metrics are offset by its strong liquidity in the form of $300 million senior secured revolving credit facility, which is fully available, and approximately $260 million of cash on the balance sheet. The company's CFR benefits from its high-quality fleet that includes higher valued multi-purpose support vessels and a larger asset base than its peers; however, it is constrained by the concentration in the Gulf of Mexico. The negative outlook reflects the potential for a protracted period of weak utilization and day rate environment leading to further deterioration in the company's credit metrics. A downgrade could occur if EBITDA drops below $100 million on a sustained basis or if liquidity weakens materially. The ratings are not likely to be upgraded at least through 2016 given the softness in the offshore services activity. Should a rise in utilization rates and dayrates contribute to a debt to EBITDA ratio sustaining below 6x, combined with at least adequate liquidity, Hornbeck's ratings could be upgraded. Light Tower Rentals, Inc. Lead Analyst: Morris Borenstein Moody's downgraded Light Tower's (LTR) Corporate Family Rating (CFR) to Caa1 from B3, with a negative outlook. The Caa1 rating reflects LTR's declining profitability that will result in high debt to EBITDA, weakening interest coverage and a further deterioration in credit metrics in 2016. Moody's believes declines will be more pronounced in diesel generators and light towers than on natural gas generators that are used more in production activity. Moody's expects substantial exploration and production (E&P) customer capital budget reductions, generally, will add additional pricing pressure and lower utilization this year for LTR's rental equipment and related services. While the company's capex can be scaled down to lower activity levels, without material monetization of working capital, LTR will have near breakeven free cash flow in 2016. LTR's business is also characterized by low barriers to entry due to the un-contracted nature of rental revenues combined with the relatively low-technology product offering. The negative rating outlook reflects weakening credit metrics in 2016 and a challenging operating environment over the next 12 to 18 months. The ratings could be downgraded if operating performance deteriorates such that EBITDA to interest coverage falls below 1.5 times, if the company is unable to generate free cash flow, or if its liquidity profile weakens. A rating upgrade is unlikely in 2016 given Moody's expectation for a very slow recovery in onshore drilling activity. The ratings could be upgraded if Debt/EBITDA is below 6x with positive free cash flow, and improving business conditions. PHI, Inc. Lead Analyst: Amol Joshi, CFA Moody's confirmed PHI's B1 Corporate Family Rating (CFR), with a stable outlook. Moody's also assigned an SGL-1 Speculative Grade Liquidity Rating. The B1 CFR recognizes PHI's good business diversification providing air medical transportation services, growing medium and large helicopter fleet although with increased leverage, its long-standing customer relationships with large credit-worthy customers, leading market share in the Gulf of Mexico, durable contracts and its focus on oil and gas production operations which provide more stable revenues than exploration and development type activities. The rating also reflects PHI's limited scale within the broader oilfield services industry, concentration in the GoM, the relatively high proportion of light helicopters in its aircraft fleet, and its exposure to the volatile offshore oil and gas industry. In addition, PHI owns a significant majority of its helicopter fleet, which has an estimated value of roughly $1 billion, providing good asset coverage for its $790 million debt balance. An upgrade could be considered if EBITDA can be sustained above $200 million with leverage below 4x. Moody's would also look for PHI to maintain diversity of revenue streams. The CFR will likely be downgraded if debt/EBITDA exceeds 6x. A negative rating action could also result if liquidity appears insufficient to meet next twelve months funding requirements. Prowler Acquisition Corp. Lead Analyst: Morris Borenstein Moody's downgraded Prowler's Corporate Family Rating (CFR) to Caa1 from B3, with a stable outlook. The Caa1 rating reflects Prowler's weak asset coverage of debt, weakening cash flow, and expectations of further deterioration in credit metrics. The low oil price environment will continue to negatively impact Prowler's business, particularly its exposure to drilling activity as E&P customers enter a second year of curtailing capital spending in 2016. The upstream segment of the business, which is directly exposed to drilling activity will see steep declines, reducing overall revenue and EBITDA. Moody's believes Prowler will generate modest free cash flow in 2016; however, it is dependent on working capital management. Still, the company has favorable margins (albeit declining), and is diversified across the energy value chain. Considerable revenue exposure to maintenance, repair and overhaul activity and midstream projects will help to provide a degree of stability to its revenue through the cycle. The stable rating outlook considers that credit metrics will weaken over the next twelve months but that the company will generate modest free cash flow. The ratings could be downgraded if EBITDA/Interest expense falls below 1.5 times or if liquidity weakens materially. A ratings upgrade is unlikely over the near term. However, debt/EBITDA sustained below 6 times with more stable business conditions could lead to a ratings upgrade. UTEX Industries, Inc. Lead Analyst: Morris Borenstein Moody's downgraded UTEX's Corporate Family Rating (CFR) to Caa2 from B3, with a stable outlook. The Caa2 reflects its small size, heavy debt burden and weakening credit metrics, with EBITDA expected to decline further in 2016. UTEX's exposure to drilling completions will pressure profitability from a combination of lower activity and significant pricing pressure from its customers. While UTEX has a good cash balance going into 2016, it will burn cash this year, burdened by its high interest expense. The company's performance is highly tied to new well drilling in the US, which Moody's anticipates will face downward pressure in 2016. UTEX's revenues are dependent on exploration and production (E&P) company capital budgets that face significant reductions this year. UTEX has high EBITDA margins (albeit declining) and benefits from not having maintenance financial covenants that test unless revolver usage exceeds $15 million. The stable rating outlook reflects expectations of deteriorating credit metrics and a cash burn throughout 2016. The ratings could be downgraded if UTEX's liquidity worsens materially or if EBITDA to Interest expense falls below 1 times. The ratings are unlikely to be upgraded in 2016. The ratings could be upgraded if EBITDA to interest expense is sustained above 1.5 times. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. Issuer: Bristow Group Inc. Downgrades: Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD Corporate Family Rating, Downgraded to Ba3 from Ba2 Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD 2) from Ba1 (LGD 2) Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD 5) from Ba3 (LGD 5) Lowered: Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2 Outlook Actions: Issuer: Bristow Group Inc. Outlook, Changed To Negative From Rating Under Review Issuer: CJ Holding Co. Downgrades: Probability of Default Rating, Downgraded to Caa3-PD from B3-PD Corporate Family Rating, Downgraded to Caa3 from B3 Senior Secured Bank Credit Facility, Downgraded to Caa3 (LGD 3) from B3 (LGD 3) Lowered: Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3 Outlook Actions: Issuer: CJ Holding Co. Outlook, Changed To Negative From Rating Under Review Issuer: Cactus Wellhead LLC Downgrades: Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Corporate Family Rating, Downgraded to Caa1from B3 Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD 3) from B3 (LGD 3) Withdrawals: Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-3 Outlook Actions: Issuer: Cactus Wellhead LLC Outlook, Changed To Negative From Rating Under Review Issuer: Light Tower Rentals, Inc. Downgrades: Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Senior Secured Regular Bond/Debenture, Downgraded to Caa1 (LGD 4) from B3 (LGD 4) Outlook Actions: Issuer: Light Tower Rentals, Inc. Outlook, Changed To Negative From Rating Under Review Issuer: PROWLER ACQUISITION CORP Downgrades: Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Senior Secured Bank Credit Facility, Downgraded to B3 (LGD 3) from B2 (LGD 3) Senior Secured Bank Credit Facility, Downgraded to Caa3 (LGD 6) from Caa2 (LGD 6) Withdrawals: Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-3 Outlook Actions: Issuer: PROWLER ACQUISITION CORP Outlook, Changed To Stable From Rating Under Review Issuer: UTEX Industries, Inc. Downgrades: Probability of Default Rating, Downgraded to Caa2-PD from B3-PD Corporate Family Rating, Downgraded to Caa2 from B3 Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD 3) from B2 (LGD 3) Senior Secured Bank Credit Facility, Downgraded to Caa3 (LGD 5) from Caa2 (LGD 5) Outlook Actions: Issuer: UTEX Industries, Inc. Outlook, Changed To Stable From Rating Under Review Issuer: Compressco Partners, L.P. Downgrades: Probability of Default Rating, Downgraded to B2-PD from B1-PD Corporate Family Rating, Downgraded to B2 from B1 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD 5) from B2 (LGD 5) Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook Actions: Issuer: Compressco Partners, L.P. Outlook, Changed To Negative From Rating Under Review Issuer: Era Group Inc. Downgrades: Probability of Default Rating, Downgraded to B3-PD from B1-PD Corporate Family Rating , Downgraded to B3 from B1 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD 5) from B2 (LGD 5) Lowered: Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2 Outlook Actions: Issuer: Era Group Inc. Outlook, Changed To Negative From Rating Under Review Issuer: PHI, Inc. Confirmations: Probability of Default Rating, Confirmed at B1-PD Corporate Family Rating, Confirmed at B1 Senior Unsecured Regular Bond/Debenture, Confirmed at B2 (LGD 4) Assignments: Speculative Grade Liquidity Rating, Assigned SGL-1 Outlook Actions: Issuer: PHI, Inc. Outlook, Changed To Stable From Rating Under Review Issuer: HGIM CORP. Downgrades: Probability of Default Rating, Downgraded to Caa3-PD from Caa1- PD Corporate Family Rating, Downgraded to Caa2 from B3 Senior Secured Bank Credit Facility, Downgraded to Caa2 ( LGD 3) from B3 (LGD 3) Withdrawals: Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-4 Outlook Actions: Issuer: HGIM CORP. Outlook, Changed To Negative From Rating Under Review Issuer: Hornbeck Offshore Services, Inc. Downgrades: Probability of Default Rating, Downgraded to Caa1-PD from B2-PD Corporate Family Rating, Downgraded to Caa1 from B2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD 4) from B2 (LGD 4) Lowered: Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2 Outlook Actions: Issuer: Hornbeck Offshore Services, Inc. Outlook, Changed To Negative From Rating Under Review [^] BOND PRICING: For the Week From March 21 to 25, 2016 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 99 Cents Only Stores LLC NDN 11.000 36.538 12/15/2019 A. M. Castle & Co CAS 12.750 71.969 12/15/2016 A. M. Castle & Co CAS 7.000 46.250 12/15/2017 ACE Cash Express Inc AACE 11.000 40.000 2/1/2019 ACE Cash Express Inc AACE 11.000 40.000 2/1/2019 Affinion Investments LLC AFFINI 13.500 43.541 8/15/2018 Alpha Appalachia Holdings Inc ANR 3.250 1.219 8/1/2015 Alpha Natural Resources Inc ANR 6.000 0.550 6/1/2019 Alpha Natural Resources Inc ANR 9.750 0.100 4/15/2018 Alpha Natural Resources Inc ANR 4.875 0.250 12/15/2020 Alpha Natural Resources Inc ANR 7.500 0.500 8/1/2020 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 9.625 26.500 10/15/2018 American Eagle Energy Corp AMZG 11.000 17.250 9/1/2019 American Eagle Energy Corp AMZG 11.000 16.000 9/1/2019 American Energy-Permian Basin LLC / AEPB Finance Corp AMEPER 7.125 31.500 11/1/2020 American Energy-Permian Basin LLC / AEPB Finance Corp AMEPER 7.119 24.000 8/1/2019 American Energy-Permian Basin LLC / AEPB Finance Corp AMEPER 7.125 31.375 11/1/2020 American Energy-Permian Basin LLC / AEPB Finance Corp AMEPER 7.119 31.000 8/1/2019 American Gilsonite Co AMEGIL 11.500 48.250 9/1/2017 American Gilsonite Co AMEGIL 11.500 48.000 9/1/2017 Appvion Inc APPPAP 9.000 38.100 6/1/2020 Appvion Inc APPPAP 9.000 37.250 6/1/2020 Arch Coal Inc ACI 7.000 0.551 6/15/2019 Arch Coal Inc ACI 7.250 0.878 6/15/2021 Arch Coal Inc ACI 8.000 1.375 1/15/2019 Arch Coal Inc ACI 8.000 0.725 1/15/2019 Armstrong Energy Inc ARMS 11.750 26.000 12/15/2019 Armstrong Energy Inc ARMS 11.750 39.125 12/15/2019 Aspect Software Inc ASPECT 10.625 63.000 5/15/2017 Aspect Software Inc ASPECT 10.625 62.875 5/15/2017 Aspect Software Inc ASPECT 10.625 62.875 5/15/2017 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 13.995 8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 7.750 15.975 1/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 14.750 8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 14.750 8/15/2021 Avaya Inc AVYA 10.500 31.500 3/1/2021 Avaya Inc AVYA 10.500 28.938 3/1/2021 BPZ Resources Inc BPZR 6.500 5.000 3/1/2015 BPZ Resources Inc BPZR 6.500 2.500 3/1/2049 Basic Energy Services Inc BAS 7.750 24.881 2/15/2019 Basic Energy Services Inc BAS 7.750 26.727 10/15/2022 Berry Petroleum Co LLC LINE 6.375 20.940 9/15/2022 Berry Petroleum Co LLC LINE 6.750 22.800 11/1/2020 Black Elk Energy Offshore Operations LLC / Black Elk Finance Corp BLELK 13.750 2.250 12/1/2015 Bonanza Creek Energy Inc BCEI 6.750 26.250 4/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 9.750 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 11.000 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 11.625 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 11.625 10/15/2020 CNG Holdings Inc CNGHLD 9.375 39.250 5/15/2020 CNG Holdings Inc CNGHLD 9.375 37.250 5/15/2020 Caesars Entertainment Operating Co Inc CZR 10.000 39.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 12.750 39.000 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 40.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 38.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 38.625 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 12.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 38.625 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 38.375 12/15/2018 California Resources Corp CRC 5.000 30.000 1/15/2020 Cenveo Corp CVO 11.500 56.825 5/15/2017 Cenveo Corp CVO 7.000 43.250 5/15/2017 Chaparral Energy Inc CHAPAR 7.625 19.125 11/15/2022 Chaparral Energy Inc CHAPAR 8.250 19.500 9/1/2021 Chaparral Energy Inc CHAPAR 9.875 17.625 10/1/2020 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Claire's Stores Inc CLE 8.875 21.100 3/15/2019 Claire's Stores Inc CLE 7.750 15.000 6/1/2020 Claire's Stores Inc CLE 10.500 63.100 6/1/2017 Claire's Stores Inc CLE 7.750 14.875 6/1/2020 Clean Energy Fuels Corp CLNE 7.500 87.602 8/30/2016 Cliffs Natural Resources Inc CLF 5.950 44.250 1/15/2018 Cliffs Natural Resources Inc CLF 5.900 28.150 3/15/2020 Cliffs Natural Resources Inc CLF 4.800 30.000 10/1/2020 Cliffs Natural Resources Inc CLF 7.750 33.820 3/31/2020 Cliffs Natural Resources Inc CLF 7.750 33.672 3/31/2020 Community Choice Financial Inc CCFI 10.750 40.629 5/1/2019 Comstock Resources Inc CRK 7.750 14.000 4/1/2019 Comstock Resources Inc CRK 9.500 12.550 6/15/2020 Cumulus Media Holdings Inc CMLS 7.750 38.750 5/1/2019 Dell Inc DELL 3.100 99.774 4/1/2016 EPL Oil & Gas Inc EXXI 8.250 5.800 2/15/2018 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 29.940 4/15/2019 EXCO Resources Inc XCO 8.500 18.500 4/15/2022 EXCO Resources Inc XCO 7.500 26.865 9/15/2018 Eagle Rock Energy Partners LP / Eagle Rock Energy Finance Corp EROC 8.375 13.934 6/1/2019 Emerald Oil Inc EOX 2.000 2.750 4/1/2019 Endeavour International Corp END 12.000 1.017 3/1/2018 Endeavour International Corp END 12.000 1.017 3/1/2018 Energy & Exploration Partners Inc ENEXPR 8.000 1.970 7/1/2019 Energy & Exploration Partners Inc ENEXPR 8.000 1.970 7/1/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 9.750 20.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 3.000 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 2.765 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 14.925 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 2.765 8/15/2017 Energy XXI Gulf Coast Inc EXXI 11.000 13.250 3/15/2020 Energy XXI Gulf Coast Inc EXXI 9.250 5.000 12/15/2017 Energy XXI Gulf Coast Inc EXXI 6.875 5.100 3/15/2024 Energy XXI Gulf Coast Inc EXXI 7.750 3.500 6/15/2019 Energy XXI Gulf Coast Inc EXXI 7.500 3.500 12/15/2021 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FTS International Inc FTSINT 6.250 14.000 5/1/2022 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Federal Agricultural Mortgage Corp FAMCA 2.540 100.008 4/4/2023 Federal Farm Credit Banks FFCB 3.330 100.013 12/4/2028 Federal Farm Credit Banks FFCB 3.170 99.500 6/4/2027 Federal Farm Credit Banks FFCB 3.120 100.250 1/5/2026 Federal Farm Credit Banks FFCB 3.180 99.900 8/3/2027 Federal Farm Credit Banks FFCB 2.850 100.022 4/1/2025 Federal Farm Credit Banks FFCB 3.125 100.011 8/18/2026 Federal Farm Credit Banks FFCB 3.080 100.371 12/29/2025 Federal Farm Credit Banks FFCB 3.240 99.622 4/1/2030 Federal Farm Credit Banks FFCB 3.200 100.012 2/11/2028 Federal Home Loan Banks FHLB 1.750 100.007 2/20/2020 Federal Home Loan Mortgage Corp FHLMC 2.000 100.065 9/30/2020 Federal National Mortgage Association FNMA 2.580 100.120 4/4/2023 Federal National Mortgage Association FNMA 2.400 100.105 10/4/2022 Fifth Street Finance Corp FSC 5.375 100.000 4/1/2016 First Midwest Bancorp Inc/IL FMBI 5.850 100.006 4/1/2016 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Forbes Energy Services Ltd FES 9.000 42.331 6/15/2019 Goodman Networks Inc GOODNT 12.125 31.000 7/1/2018 Goodrich Petroleum Corp GDPM 8.875 4.875 3/15/2018 Goodrich Petroleum Corp GDPM 8.875 4.625 3/15/2018 Gymboree Corp/The GYMB 9.125 33.525 12/1/2018 Halcon Resources Corp HKUS 9.750 19.000 7/15/2020 Halcon Resources Corp HKUS 13.000 20.000 2/15/2022 Halcon Resources Corp HKUS 8.875 19.000 5/15/2021 Halcon Resources Corp HKUS 9.250 18.653 2/15/2022 Halcon Resources Corp HKUS 13.000 19.125 2/15/2022 Hexion Inc HXN 9.200 23.763 3/15/2021 Horsehead Holding Corp ZINC 3.800 7.875 7/1/2017 Horsehead Holding Corp ZINC 10.500 56.000 6/1/2017 Horsehead Holding Corp ZINC 9.000 20.000 6/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 ION Geophysical Corp IO 8.125 50.454 5/15/2018 Illinois Power Generating Co DYN 7.000 41.069 4/15/2018 Illinois Power Generating Co DYN 6.300 28.500 4/1/2020 IronGate Energy Services LLC IRONGT 11.000 30.750 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 27.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 27.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 27.000 7/1/2018 Key Energy Services Inc KEG 6.750 17.760 3/1/2021 Las Vegas Monorail Co LASVMC 5.500 3.125 7/15/2019 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 19.940 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 15.800 12/1/2021 Lehman Brothers Holdings Inc LEH 5.000 5.500 2/7/2009 Lehman Brothers Holdings Inc LEH 4.000 5.500 4/30/2009 Lehman Brothers Inc LEH 7.500 3.750 8/1/2026 Linn Energy LLC / Linn Energy Finance Corp LINE 8.625 11.350 4/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 7.750 12.000 2/1/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 10.750 5/15/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 12.000 16.625 12/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 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Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018 PetroLogistics LP / PetroLogistics Finance Corp PDH 6.250 103.125 4/1/2020 PetroQuest Energy Inc PQ 10.000 48.550 9/1/2017 Principal Life Income Funding Trusts PFG 2.610 99.750 4/1/2016 Quicksilver Resources Inc KWKA 9.125 4.000 8/15/2019 Quicksilver Resources Inc KWKA 11.000 1.688 7/1/2021 Resolute Energy Corp REN 8.500 30.000 5/1/2020 Rex Energy Corp REXX 6.250 11.000 8/1/2022 Rex Energy Corp REXX 8.875 15.995 12/1/2020 Rex Energy Corp REXX 8.875 13.000 12/1/2020 Rex Energy Corp REXX 8.875 13.000 12/1/2020 Rolta LLC RLTAIN 10.750 47.500 5/16/2018 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 STRATS LLC STRATS 0.900 #N/A N/A 12/1/2095 Sabine Oil & Gas Corp SOGC 7.250 7.250 6/15/2019 Sabine Oil & Gas Corp SOGC 7.500 7.375 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 0.974 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 0.974 9/15/2020 SandRidge Energy Inc SD 8.750 25.188 6/1/2020 SandRidge Energy Inc SD 7.500 5.010 3/15/2021 SandRidge Energy Inc SD 7.500 6.000 2/15/2023 SandRidge Energy Inc SD 8.750 4.000 1/15/2020 SandRidge Energy Inc SD 8.125 6.000 10/15/2022 SandRidge Energy Inc SD 8.125 0.375 10/16/2022 SandRidge Energy Inc SD 7.500 0.375 2/16/2023 SandRidge Energy Inc SD 8.750 25.250 6/1/2020 SandRidge Energy Inc SD 7.500 6.250 3/15/2021 SandRidge Energy Inc SD 7.500 6.250 3/15/2021 Sequa Corp SQA 7.000 14.430 12/15/2017 Sequa Corp SQA 7.000 14.375 12/15/2017 Service Corp International/US SCI 7.000 106.441 6/15/2017 Seventy Seven Energy Inc SSE 6.500 5.700 7/15/2022 Seventy Seven Operating LLC SSE 6.625 23.550 11/15/2019 Seventy Seven Operating LLC SSE 6.625 35.700 11/15/2019 Seventy Seven Operating LLC SSE 6.625 48.000 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 6.750 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 6.375 11/15/2019 Solazyme Inc SZYM 6.000 54.500 2/1/2018 Speedy Cash Intermediate Holdings Corp SPEEDY 10.750 58.000 5/15/2018 Speedy Cash Intermediate Holdings Corp SPEEDY 10.750 62.375 5/15/2018 Speedy Cash Intermediate Holdings Corp SPEEDY 10.750 62.375 5/15/2018 Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017 Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017 SquareTwo Financial Corp SQRTW 11.625 29.000 4/1/2017 Stone Energy Corp SGY 1.750 35.000 3/1/2017 SunEdison Inc SUNE 2.000 5.750 10/1/2018 SunEdison Inc SUNE 2.375 4.250 4/15/2022 SunEdison Inc SUNE 0.250 4.000 1/15/2020 SunEdison Inc SUNE 3.375 2.750 6/1/2025 SunEdison Inc SUNE 2.750 5.500 1/1/2021 SunEdison Inc SUNE 2.625 13.000 6/1/2023 Swift Energy Co SFY 7.875 9.250 3/1/2022 Swift Energy Co SFY 7.125 3.850 6/1/2017 Swift Energy Co SFY 8.875 4.875 1/15/2020 Syniverse Holdings Inc SVR 9.125 43.250 1/15/2019 TEGNA Inc TGNA 10.000 101.410 4/1/2016 TMST Inc THMR 8.000 13.000 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 31.000 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 31.250 2/15/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 TetraLogic Pharmaceuticals Corp TLOG 8.000 24.100 6/15/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 3.500 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 30.000 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 4.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 3.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 30.750 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 2.800 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.875 11/1/2015 Triangle USA Petroleum Corp TPLM 6.750 18.500 7/15/2022 Triangle USA Petroleum Corp TPLM 6.750 18.250 7/15/2022 Trilogy International Partners LLC / Trilogy International Finance Inc TRIINT 10.250 88.500 8/15/2016 Trilogy International Partners LLC / Trilogy International Finance Inc TRIINT 10.250 88.250 8/15/2016 UCI International LLC UCII 8.625 19.259 2/15/2019 Vanguard Natural Resources LLC / VNR Finance Corp VNR 7.875 13.415 4/1/2020 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 13.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 18.500 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 0.100 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 3.166 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 6.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 3.166 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 6.000 1/15/2019 W&T Offshore Inc WTI 8.500 18.713 6/15/2019 Walter Energy Inc WLTG 9.500 13.000 10/15/2019 Walter Energy Inc WLTG 9.500 13.625 10/15/2019 Walter Energy Inc WLTG 9.500 13.625 10/15/2019 Walter Energy Inc WLTG 9.500 13.625 10/15/2019 iHeartCommunications Inc IHRT 10.000 33.320 1/15/2018 iHeartCommunications Inc IHRT 6.875 50.670 6/15/2018 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***