/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160408.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 8, 2016, Vol. 20, No. 99 Headlines ABEINSA HOLDING: Case Summary of 5 Additional Affiliates AMERICAN APPAREL: Wants Until May 2 to Decide on Unexpired Leases AMERICAN EXPRESS: Fitch Cuts Rating on 2 Preferred Shares to 'BB+' AMERICAN HOME: Ocwen Wins Partial Summary Judgment in Mass. Suit AMERICAN NATURAL: Amends Schedules of Assets & Debt AMERICAN NATURAL: Court Denies Request to Extend Term of CRO AMERICAN NATURAL: Hires PLS Inc. as Sales Agent ARCH COAL: Asks Court to Set May 27 as General Claims Bar Date ARENDS INSPECTION: U.S. Trustee Unable to Appoint Committee ASPECT SOFTWARE: Seek Approval of Performance Award Program ASPECT SOFTWARE: Seeks OK of Backstop Agreement, Rights Offering ASPECT SOFTWARE: Wants to Assume Plan Support Agreement ASTORIA ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Loans ATLANTIC CITY MUA: Moody's Rating on $7.5MM Revenue Debt to B3 AXION INTERNATIONAL: Says Community Sale Objection Has No Basis BALMORAL RACING: Loeb, Yellen to Auction Assets on April 27-28 BALMORAL RACING: Taps Yellen and Loeb Winternitz as Auctioneers BMR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors BRANTLEY LAND: Gets Approval of Amended Deal With State Bank BREF HR: Cancels Registration of Class A Units BROCADE COMMUNICATIONS: Buyout Won't Affect Moody's Ba1 CFR BROCADE COMMUNICATIONS: S&P Rates Proposed $900MM Facilities 'BB+' C & D PROPERTIES: U.S. Trustee Unable to Appoint Committee C. WONDER: Plan Administrator Okayed to Terminate Prime Clerk CAESARS ENTERTAINMENT: In Mediation, Executes Non-Disclosure Pact CANEJAS S.A.: Hires C. Conde & Assoc. as Legal Counsel CARBON BEACH: Cal. App. Affirms Order Granting Fees to Receiver CASPIAN SERVICES: Jeffrey Brimhall Resigns as Director CHAPARRAL ENERGY: Missed $14.8M Interest Payment on 9.875% Notes CICERO INC: Amends 2015 Annual Report CINCINNATI TERRACE: Objections Filed on Motion to Retain Scura CLEO HEALTHCARE: U.S. Trustee Unable to Appoint Committee CONGREGATION ACHPRETVIA: 163 East 69 Realty Wants Case Dismissed CONGREGATION ACHPRETVIA: Has $14M Offer for 69th Street Property CONSTELLATION BRANDS: Possible IPO Won't Affect Moody's Ba1 Rating DANDRIT BIOTECH: Agrees to Purchase OncoSynergy DISCOVER FINANCIAL: Fitch Affirms 'BB-' Rating on Preferred Stock DOCTORS COMMUNITY: Fitch Affirms 'BB+' Rating on 2010/2007A Bonds E Z MAILING: Seeks Approval for BankDirect Premium Financing EAST ORANGE: CohnReznick Okayed as Panel's Financial Advisor EAST ORANGE: Has $36.7MM in Assets, $37.4MM in Liabilities EAST ORANGE: Lowenstein Sandler Approved as Bankruptcy Counsel EASTERN POWER: Moody's Affirms B1 Senior Secured Ratings EFS COGEN: Moody's Affirms Ba1 Rating on 1st Lien Secured Loans EIRE MCNAB: Voluntary Chapter 11 Case Summary ELBIT IMAGING: Investor Presentation Available on Website ELWOOD ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Bond EMERALD OIL: U.S. Trustee Forms 7-Member Committee EVOLUTION ACADEMY: S&P Affirms 'B-' Rating on Revenue Bonds EXTREME PLASTICS: People's Capital Seeks Automatic Stay Relief FANNIE MAE: Appoints Directors Frater and Glover to Committees FREEDOM COMMUNICATIONS: Donlin Recano Okayed as Claims Agent GLOYD GREEN: Court Affirms Order Denying Mandatory Abstention HAGGEN HOLDINGS: $106M Sale of 29 Stores to Albertson's Okayed HAGGEN HOLDINGS: Sells Assets at 2 Stores to Thrifty, Safeway HANOVER INSURANCE: Fitch Assigns 'BB' Rating on Sub. Debentures HEMCOM MEDICAL: Multnomah, Washington County Want Taxes Paid HILLCREST INC: U.S. Trustee Unable to Appoint Committee HYPNOTIC TAXI: U.S. Trustee Appoints 4 Creditors to Committee IHEARTMEDIA COMMUNICATIONS: Default Fight Set to Go to Trial in May INGLES MARKETS: S&P Retains 'BB-' Rating on $700MM Sr. Notes INMOBILIARIA BAFCO: Employs Carmen D. Conde Torres as Counsel JADECO CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors JOHNS-MANVILLE CORP: "Parra" Remanded to Bankruptcy Court KU6 MEDIA: Enters Into Agreement for Going Private Transaction LAND LAPPER: City's Bid to Dismiss Bankruptcy Suit Denied LB STEEL: Files Rule 2015.3 Periodic Report LEAPFROG ENTERPRISES: Common Stock Delisted From NYSE LEAPFROG ENTERPRISES: Executives Resign After Sale to VTech LEAPFROG ENTERPRISES: Terminates Loan Agreement with BofA LEAPFROG ENTERPRISES: Terminates Registration of Securities LEAPFROG ENTERPRISES: VTech Holdings No Longer Owns Class A Shares LIME ENERGY: To Seek Stockholder OK of CohnReznick Engagement LINN ENERGY: In Talks with Creditors for Consensual Restructuring LINN ENERGY: Reaches Settlement That Likely Includes Bankruptcy MAGNACHIP SEMICONDUCTOR: Court Rules on Bids to Dismiss "Thomas" MAGNUM HUNTER: Pachulski Stang Approved as Conflicts Counsel MAGNUM HUNTER: PJT Partners Approved as Investment Banker MBAC FERTILIZER: Enters into Support Agreement with Zaff MILLENNIA CARDIOVASCULAR: Case Summary & 16 Top Unsec. Creditors NAVIENT CORP: Fitch Affirms 'BB' IDR, Outlook Stable NOVOLEX HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable NUO THERAPEUTICS: Files Rule 2015.3 Periodic Report PACIFIC RECYCLING: Bank Objects to Extension of Exclusivity PACIFIC RECYCLING: Bank Objects to Lease Extension Bid PACIFIC RECYCLING: Wants Until June 30 to Decide on 2 Leases PACIFIC SUNWEAR: Case Summary & 40 Largest Unsecured Creditors PACIFIC SUNWEAR: Files for Ch. 11 with Debt-to-Equity Plan PACIFIC SUNWEAR: Plan Offers Up to 1.80% Recovery for Unsecureds PACIFIC SUNWEAR: Says It's Business as Usual While in Ch. 11 PETTERS CO.: BMO's Bid to Dismiss "Ritchie" Suit Granted PHOTOMEDEX INC: Has Until Sept. 2016 to Comply with NASDAQ Rule PRESSURE BIOSCIENCES: Incurs $7.43 Million Net Loss in 2015 QUANTUM FUEL: Olive Press Managing Member Appointed to Board QUIGLEY CO: Mintz Directed to File Memorandum on Jurisdiction RCS CAPITAL: Cetera Debtors Want to Assume RSA RENN FUND: Etude Capital Supports Liquidation, Dissolution ROTONDO WEIRICH: Asks Removal of Real Estate Debtors From Caption RPP LLC: Ferrones' Bid for Stay Pending Appeal Denied RYNARD PROPERTIES: Court Issues Final Decree Order SAITO BROS: Stay on Washington County Property Terminated SILVERLINE CUSTOM: Case Summary & 20 Largest Unsecured Creditors SPORTS AUTHORITY: Has Until April 15 to File Schedules SPORTS AUTHORTY: Macy's Joins Frost Brown's Landlord Group SPRINGLEAF FINANCE: S&P Assigns 'B' Rating on $400MM Sr. Notes STEREOTAXIS INC: Regains Compliance with Minimum Bid Price Rule SUNDEVIL POWER: Schedules $248.8M in Assets, $239.3M in Debt TANGO TRANSPORT: Case Summary & 20 Largest Unsecured Creditors TENHAWK INC: Voluntary Chapter 11 Case Summary TRICORBRAUN INC.: Moody's Affirms B2 Corporate Family Rating VENOCO INC: Hires Bracewell as Bankruptcy Attorneys VENOCO INC: Hires Morris Nichols as Bankruptcy Co-counsel VERSO CORP: Court OKs Joint Administration of Chapter 11 Cases VERSO CORP: Wants to Hire Prime Clerk as Administrative Agent WARREN RESOURCES: Provides Update on Debt Restructuring WARREN RESOURCES: Warns of Bankruptcy, Names CRO [*] HWA Attorneys to Serve as Texas Bankruptcy Conference Panelists [^] BOOK REVIEW: The Money Wars ********* ABEINSA HOLDING: Case Summary of 5 Additional Affiliates -------------------------------------------------------- Each of the following affiliated entities filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware for relief under Chapter 11 of title 11 of the United States Code. The Debtors have moved for joint administration of these cases under In re Abeinsa Holding Inc., Case No. 16-10790. Debtor Case No. ------ -------- Abener Teyma Hugoton General Partnership 16-10880 Abengoa Bioenergy Biomass of Kansas, LLC 16-10876 Abengoa Bioenergy Hybrid of Kansas, LLC 16-10878 Abengoa Bioenergy Technology Holding, LLC 16-10879 Abengoa Bioenergy New Technologies, LLC 16-10877 fka Abengoa Bioenergy New Technogies, Inc aka Abengoa Bioenergy R&D, Inc. 16150 Main Circle Drive, Suite 300 Chesterfield, MO 63017-4689 Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Craig R. Martin, Esq. Bankruptcy DLA PIPER LLP (US) Counsel: 1201 North Martket Street 21st Floor Wilmington, DE 19801 Tel: 302-468-5655 Fax: 302-778-7834 Email: craig.martin@dlapiper.com Estimated Assets: $1 billion to $10 billion Estimated Debts: $1 billion to $10 billion The petition was signed by Sandra Porras Serrano, chief financial officer. List of Debtors' 58 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Societe Generale Sucursal 2014 $1,454,267,982 En Espana as Agent Syndicated Torre Picasso Loan Plaza De Pablo Ruiz Facility Picasso, 1. 28020 Madrid Spain Deutsche Trustee Company Limited $650 mm $650,000,000 as Trustee 8.875% due Winchester House, 1 2017 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Trustee Company Limited $650 mm $605,495,000 as Trustee 8.875% due Winchester House, 1 2017 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Trustee EUR 500 $550,450,000 Company Limited, as Agent 8.50% due Winchester House, 1 2016 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Trustee Company $650 mm $550,450,000 Limited As Trustee 8.875% due Winchester House, 1 2017 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Bank Trust $450 mm $450,000,000 Company Americas 7.75% due 60 Wall Street, MSYNC 2020 60-2710 New York, NY 10005 Deutsche Trustee $650 mm $412,837,500 Company Limited 8.875% due as Trustee 2017 Winchester Hous, 1 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Trustee Company $650 mm $300,000,000 Limited, as Trustee 8.875% due Winchester House, 1 2017 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Trustee $650 mm $291,738,500 Company Limited 8.875% due As Trustee 2017 Winchester House, 1 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Bank AG EUR 400 mm $178,015,530 London Branch, AS 6.25% Fiscal Agent Convertible Winchester House, 1 Notes Due Great Winchester Street 2019 London EC2N 2DB United Kingdom Banco Popular EUR 125 mm $137,612,500 Espanol, S.A. Revolving C/ Velasquez, 34 Facility 28001 Madrid Spain Agensynd, S.L. EUR 106 million $116,695,400 Velazquez 78, 4 loan with final Derecha, 28001 Madrid maturity date Spain iof 17 March 2016 European Investment Bank EUR 125 million $82,745,845 98-100 Blvd Konrad Adenauer Facility Luxembourg, L-2950 Luxembourg Sumitomo Mitsui Financial Debt $46,500,000 Banking Corporation 277 Park Avenue New York, NY 10172 ARB, Inc. Litigation $32,943,000 26000 Comercenter Dr. Lake Forest, CA 92630 El Instituto Credito Official EUR 30 $32,870,672 Jaime Cervera/Conchi million ICO Berrocal financing Department of Operations Paseo Del Prado, 4 28014 Madrid Spain Societe Generale, 2014 $23,600,000 Sucursal En Espana, Syndicated As Agent Loan Torre Picasso Facility Plaza De Pablo Ruiz Picasso, 1 28020 Madrid Spain MMC Contractors National, Inc. Trade Debt $8,371,747 138000 Wyandotte Street Kansas City, MO 64145 Siemens Energy, Inc. Trade Debt $7,136,015 4400 Alafaya Trail Orlando, FL 32826-2399 Banco Finantia Financial Debt $7,013,649 Rua General Firmino Miguel, 5 1600-100 Lisboa Portugal Morse Associates, Inc. Trade Debt $4,432,568 6904 Ridgewood Avenue Chevy Chase, MD 20815 La Caixa Financial Debt $4,209,525 CL. Sierpes 85, Planta 1, 41004 - Sevilla Spain La Caixa Financial Debt $4,105,256 CL. Sierpes 85, Planta 1, 41004 - Sevilla Spain Brahma Group Inc. Trade Debt $3,774,177 1132 South 500 West Salt Lake City, UT 84101 Santander ESP CC Financial Debt $3,585,680 AVDA. De Cantabria S/N Edif. Amazonia PLTA. Baja.28660 Boadilla Del Monte, Madrid Spain Rosendin Electric, Inc. Trade Debt $2,971,338 880 Mabury Rd. San Jose, CA 95133 Comerica CC411 West Financial Debt $2,922,980 Lafayeet, 5th Floor MC 3324 Detroit, MI 48226 Latham & Watkins LLP Trade Debt $2,795,986 45, Rue Saint - Dominique Paris 75007 France Santander ESP CC Trade Debt $2,540,027 AVDA. De Cantabria S/N Edif. Amazonia PLTA. Baja.28660 Boadilla Del Monte Madrid Boadilla Del Monte Spain The Calvert Company Trade Debt $2,526,675 120 Aztec Drive Richland, MS 39218 Banco Popular Espanol, S.A. EUR 125 mm $2,471,256 C/ Velazquez, 34 Revolving 28001 Madrid Spain Facility Royal Bank of Scotland Financial $2,320,651 600 Washington Blvd. Debt Stamford, CT 06901 FHI Plant Services, Inc. Trade Debt $2,192,987 2672 Abeis Lane Las Vegas, NV 89115 Banco Popular Espanol, S.A. EUR 125 mm $2,057,563 C/ Velazquez, 34 Revolving 28001 Madrid Spain Facility Bank of America Financial Debt $1,996,796 201 E. Washington St. 22nd FL Phoenix, AZ 85004 Archer Daniels Trade Debt $1,904,722 Midland Company DBA 4666 Faries Parkway Decatur, IL 62526 Banco Popular Espanol, S.A. EUR 125 mm $1,853,224 C/ Velazquez, 34 Revolving 28001 Madrid Spain Facility NEWJac, Inc. Trade Debt $1,847,998 415 S. Grant Street Lebanon, IN 46052 Marsh USA Inc. Trade Debt $1,745,835 14834 Collection Center Drive Chicago, IL 60693 Royal Bank of Scotland Financial $1,663,072 600 Washington BLVD Debt Stamford, CT 06901 Ingeniera y Motajes Lointek, S.L. Trade Debt $1,642,687 Aita Gotzon, 37 Urduliz (Vizcaya) 48610 Spain United Rentals Litigation $1,624,030 (North America), Inc. 6125 Lakeview Rd. Ste 300 Charlotte, NC 28269 Bigge Crane & Rigging Co. Litigation $1,596,465 14511 Industrial Circle La Miranda, CA 90638 Janus Fire Systems Trade Debt $1,532,713 1102 Rupcich Drive Crown Poing, IN 46307 United Rentals - RSC Trade Debt $1,475,475 Equipment 1429 North Pinal Ave Casa Grande, AZ 85122 Royal Bank of Scotland Financial Debt $1,435,675 600 Washington Blvd. Stamford, CT 06901 Stoppel Dirt Inc. Trade Debt $1,339,452 PO Box 866 Sublette, KS 67877 Synflex Insulation, LLC Trade Debt $1,334,637 312 BOB Smith, Suite #G Baytown, TX 77521 American Piping Products, Inc. Trade Debt $1,286,068 18333 Wings Corporate Drive Chesterfield, MO 63005 Seves Canada, Inc. Trade Debt $1,269,500 172 Merizzi, St. Laurent Quebec, QC H4T1S4 EthosEnergy - Wood Group Inc. Trade Debt $1,159,422 10455 Slusher Dr. Santa Fe Springs, CA 90670 Baker Corp. Trade Debt $1,129,163 3020 Old Ranch Parkway Suite 220 Seal Beach, CA 90740 Bearing Trade Debt $1,114,610 Headquarters Co. PO Box 6267 Broadview, IL 60155 World Electric Supply Trade Debt $1,026,729 2151 Blount Road Pampano Beach, FL 33069 Comerica CC Financial Debt $953,589 411 West Lafayette, 5th Floor, MC 3324 Detroit, MI 48226 United Rentals, Inc. Trade Debt $923,087 2358 N. 1st Street Hermiston, OR 97838 SPX Corporation Trade Debt $888,095 19191 Hempstead Highway Houston, TX 77065 AON Risk Insurance Trade Debt $887,465 Services West P.O. Box 849832 Los Angeles, CA 90084-9832 AMERICAN APPAREL: Wants Until May 2 to Decide on Unexpired Leases ----------------------------------------------------------------- American Apparel, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until until May 2, 2016, the time to assume or reject any of the leases, subleases or other agreements to which any of the Debtors is a lessee that maybe considered an unexpired lease of nonresidential real property. According to the Debtors, they intend to effectuate the assumption or rejection of the majority of their leases through the Plan which provides that entry of the confirmation order will constitute an order approving the assumptions or rejections of executory contracts or unexpired real property leases, pursuant to Sections 365(a) and 1123 of the Bankruptcy Code. The Debtors filed the solicitation version of the Plan on Nov. 20, 2015. The Debtors are currently soliciting creditors to vote to acceptor reject the Plan. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. The U.S. Trustee has appointed seven creditors of American Apparel Inc. to serve on the official committee of unsecured creditors. The Committee retained Kilpatrick Townsend & Stockton LLP as counsel, Klehr Harrison Harvey Branzburg LLP as Delaware co-counsel, and Zolfo Cooper, LLC, as bankruptcy consultant and financial advisor. * * * The Debtors filed a proposed Joint Plan of Reorganization that contemplates converting more than $200 million of senior notes into equity interests of the reorganized American Apparel. On Nov. 20, 2015, the Court approved the Disclosure Statement and set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation hearing. On Jan. 10, 2016, the Debtors received a letter from former CEO Dov Charney disclosing a proposed $300 million alternative transaction that will be funded by Hagan Capital Group and Silver Creek Capital Partners but American Apparel rejected the proposal. On Jan. 25, 2016, the Court held a telephonic hearing, granting confirmation of the Debtors' First Amended Plan, provided certain revisions were made to the First Amended Plan and the proposed confirmation order. On Jan. 27, 2016, the Court entered an order confirming American Apparel's First Amended Joint Plan of Reorganization, under which, on Feb. 5, 2016, the Effective Date of the Plan, all shares of Common Stock and other equity interests in the Company were cancelled and terminated, and the Company was converted into a Delaware limited liability company with membership interests issued to unitholders, including certain Reporting Persons, in accordance with the Plan. AMERICAN EXPRESS: Fitch Cuts Rating on 2 Preferred Shares to 'BB+' ------------------------------------------------------------------ Fitch Ratings has downgraded American Express Company's (AXP) long-term Issuer Default Rating to 'A' from 'A+' and affirmed its short-term IDR at 'F1'. The Rating Outlook has been revised to Negative from Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer finance companies, which comprises five publicly rated firms. KEY RATING DRIVERS VR, IDRs, AND SENIOR UNSECURED DEBT The rating downgrade reflects meaningful erosion in AXP's earnings growth outlook, a modestly weakened market position and greater earnings volatility stemming from competitive and regulatory dynamics. Specifically, AXP faces challenges stemming from the loss of several co-brand card partnerships, most notably the upcoming termination of its co-brand relationship with Costco Wholesale Corporation (Costco) in 2Q16, which represented nearly 10% of AXP's consolidated revenue in 2015. From an earnings and profitability perspective, the loss of the Costco U.S. contract is now expected to be more impactful and more challenging to recoup than originally anticipated. The company also faces several challenges on the regulatory front including its appeal pending in the U.S. Department of Justice (DOJ) 'anti-steering' case, and regulatory actions in the European Union (EU) and Australia that are likely to weigh on AXP's discount rate and/or billed business volume in those regions. The revision of AXP's Outlook to Negative from Stable reflects increased execution risk as the company engages in strategic initiatives aimed at addressing the challenges related to its profitability and business model. These initiatives include a $1 billion cost reduction plan (run rate by the end of 2017), acceleration of revolving loan growth by expanding its share of loans from its existing Card Member base, achieving parity of merchant acceptance with Visa and MasterCard in the U.S. by the end of 2019, and accelerating revenue growth through increased penetration of the small business and middle market components of its Global Commercial Services segment. At the same time, AXP is seeking to respond to rapidly evolving technological developments in the payment space and a period of, what Fitch views as, elevated management turnover. Despite the aforementioned challenges, the newly assigned ratings are supported by AXP's strong franchise and brand, spend-centric business model, leading market position in the corporate payments industry, peer-superior credit performance, diverse funding base, ample liquidity, and strong risk-adjusted capitalization. Although competitive intensity in the credit card sector has manifested itself most recently in the bidding process for co-brand partnerships, competition has also intensified in rewards offerings to premium customers, particularly cash-back products. Other payment networks have also become more aggressive in offering lower interchange fees to the largest merchants that produce significant volume, and emerging payment technologies could further pressure merchant pricing. These developments could drive more rapid erosion of AXP's discount rate and add additional pressure to operating margins. Additionally, the timing over which the company will be able to re-establish its long-term financial targets is uncertain. Recent earnings guidance which included an estimated $1 billion pre-tax gain from the expected sale of the Costco card portfolio, and excluded any restructuring charges related to its ongoing cost reduction initiatives implies that the company would be unable to achieve its long-term EPS growth target of 12% - 15% for at least the next two years. Likewise, revenue growth has consistently fallen short of the company's 8% long-term target in recent years, which has created uncertainty as to whether such a level of growth is reasonably attainable over the long term. In addition to the previously mentioned secular headwinds, Fitch believes several cyclical headwinds could pressure AXP's revenue and EPS growth over the near term. These include a stronger dollar, higher interest rates, credit normalization, and weak global economic growth. Over the longer term, Fitch believes AXP's operating performance should remain strong relative to peers, supported by the company's largely fee-based business model and scale advantages, the continued secular shift in global payments away from cash and checks, a growing card member base, and continued expense discipline. Fitch also expects the company to continue to seek to innovate and invest in new opportunities that accelerate growth toward its longer-term financial targets. Credit performance is expected to remain among the strongest of other large credit card issuers in 2016, although charge-offs and delinquencies will likely start to normalize. Fitch expects provision expenses to increase in 2016 driven primarily by portfolio seasoning and growth, as well as some modest deterioration in credit metrics. Net charge-offs on the lending portfolio improved 10 basis points (bps) to 1.4% in 2015 and remained well below other large credit card issuers and the industry average. Reserve coverage remained strong at 1.8% of loans and 164% of loans past due at Dec. 31, 2015. Unlike many of its peers, rising interest rates are an earnings headwind for AXP, although Fitch believes the impact from rising interest rates is likely to be manageable. At Dec. 31, 2015, assuming an immediate 100 basis point increase in interest rates, AXP estimates that net interest income (NII) over the following 12-month period would decrease by approximately $216 million. The durability of AXP's internet deposits in a steadily rising interest rate environment is also unproven. Regulatory capital ratios moderated from the prior year but remained strong in 2015. The company's common equity Tier I ratio declined 70 bps to 12.4% at the end of 2015. Additionally, AXP continued to perform well relative to peers in the Federal Reserve's most recent Comprehensive Capital Analysis and Review (CCAR). AXP plans on submitting its 2016 CCAR application this month (April), with results expected to be released by the end of June. AXP's capital ratios should improve further in the near term from the sales of the Costco and JetBlue Airways Corporation (JetBlue) portfolios, which management estimates should free up an additional $1.0-$1.5 billion in capital. Following the co-brand portfolio sales, Fitch expects capital ratios to moderate over time as management emphasizes loan growth as part of its growth strategy. AXP's liquidity profile remains a rating strength. AXP had approximately $14 billion (excluding commercial paper and operating cash) of readily available cash and marketable securities at Dec. 31, 2015. This compared to $9.3 billion of long-term debt and certificate of deposit maturities over the next 12 months. Of the $9.3 billion of debt and deposits maturing in 2016, $6.4 billion consisted of unsecured debt maturities. The affirmation of AXP's short-term IDRs at 'F1' reflects the strongest intrinsic capacity for timely payment of financial commitments and maintains the correspondence between short-term and long-term IDRs, as the 'F1' short-term IDR can correspond to both an 'a+' and an 'a' VR under Fitch's criteria. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES AXP's rating on the 3.625% subordinated notes due December 2024 is one notch below the entity's Viability Rating (VR) of 'a' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The subordinated note rating includes one notch for loss severity given the subordination of these securities in the capital structure, and zero notches for non-performance given contractual limitations on interest payment deferrals and no mandatory trigger events which could adversely impact performance. AXP's rating on the 6.80% subordinated debentures due September 2036 is rated three notches below the entity's Viability Rating (VR) of 'a' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The subordinated note rating includes one notch for loss severity given the subordination of these securities in the capital structure, and two notches for non-performance given the ability to defer interest payments. AXP's preferred stock ratings are rated five notches below AXP's VR of 'a' in accordance with Fitch's assessment of each instruments respective non-performance and relative loss severity risk profile. The preferred stock ratings include two notches for loss severity given these securities deep subordination in the capital structure, and three notches for non-performance given that the coupons of these securities are non-cumulative and fully discretionary. LONG- AND SHORT-TERM DEPOSIT RATINGS AXP Centurion Bank's and AXP Bank, FSB's uninsured deposit ratings of 'A+/F1+' are rated one notch higher than their respective IDR's because U.S. uninsured deposits benefit from depositor preference in the U.S. Fitch believes depositor preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY AXP's IDR and VR are equalized with those of its bank subsidiaries, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR AXP has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, AXP is not systemically important and therefore, the probability of sovereign support is unlikely. AXP's IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IVR, IDRs, AND SENIOR DEBT Further negative rating actions could be driven by an inability to execute on management's growth initiatives and cost reduction plan, a material degradation in credit performance beyond expected normalization, a sharper than expected erosion in AXP's discount rate, the termination of additional co-brand card relationships, and/or meaningfully weaker liquidity and capital levels. Negative rating momentum could also be driven by additional regulatory and/or legal challenges, technological developments in payments, and increased competitive intensity that leads to a significant erosion in AXP's market share and competitive position. That said, potential further negative rating actions would be likely to be based on how several of the aforementioned factors develop rather than a single factor, and a resolution is more likely to occur toward the outer end of Fitch's Outlook period given the deliberate pace at which several of these factors are expected to evolve. The Rating Outlook could be revised to Stable if the company is able to demonstrate resiliency in its competitive position and maintain operating performance that is consistently above peers without meaningfully weakening its credit profile and/or capitalization levels. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The subordinated debt ratings are directly linked to AXP's VR and would move in tandem with any changes in AXP's credit profile. The preferred stock ratings are directly linked to AXP's VR and would move in tandem with any changes in AXP's credit profile. LONG-AND SHORT-TERM DEPOSIT RATINGS AXP Centurion Bank and AXP Bank, FSB's uninsured deposit ratings are rated one notch higher than each company's IDR and therefore are sensitive to any changes in their respective IDR's. The deposit ratings are primarily sensitive to any change in AXP's long- and short-term IDRs. HOLDING COMPANY Should AXP's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential Fitch could notch the holding company IDR and VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since AXP's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has downgraded these ratings: American Express Company -- Long-term IDR to 'A' from 'A+'; -- Viability Rating to 'a' from 'a+'. -- Senior debt to 'A' from 'A+'; -- 3.625% Subordinated Notes due Dec 2024 to 'A-' from 'A'; -- 6.80% Subordinated Debentures due September 2036 to 'BBB' from 'BBB+'; -- Preferred Shares, Series B to 'BB+' from 'BBB-'; -- Preferred Shares, Series C to 'BB+' from 'BBB-'. American Express Credit Corp. -- Long-term IDR to 'A' from 'A+'; -- Senior debt to 'A' from 'A+'. American Express Centurion Bank -- Long-term IDR to 'A' from 'A+'; -- Viability Rating to 'a' from 'a+'. -- Senior debt to 'A' from 'A+'; -- Long-term deposits to 'A+' from 'AA-'. American Express Bank, FSB -- Long-term IDR to 'A' from 'A+'; -- Viability Rating to 'a' from 'a+'. -- Senior debt to 'A' from 'A+'; -- Long-term deposits to 'A+' from 'AA-'. American Express Travel Related Services Company, Inc. -- Long-term IDR to 'A' from 'A+'. American Express Canada Credit Corp. -- Long-term IDR to 'A' from 'A+'; -- Senior debt to 'A' from 'A+'. Fitch has affirmed these ratings: American Express Company -- Short-term IDR at 'F1'; -- Short-term debt at 'F1' -- Support at '5'; -- Support Floor at 'NF'. American Express Credit Corp. -- Short-term IDR at 'F1'; -- Short-term debt at 'F1'. American Express Centurion Bank -- Short-term IDR at 'F1'; -- Short-term deposits at 'F1+'; -- Support at '5'; -- Support Floor at 'NF'. American Express Bank, FSB -- Short-term IDR at 'F1'; -- Short-term deposits at 'F1+'; -- Support at '5'; -- Support Floor at 'NF'. American Express Travel Related Services Company, Inc. -- Short-term IDR at 'F1'. American Express Canada Credit Corp. -- Short-term IDR at 'F1'. The Rating Outlook is Negative. AMERICAN HOME: Ocwen Wins Partial Summary Judgment in Mass. Suit ---------------------------------------------------------------- Plaintiff Laura Diogo-Carreau, current homeowner and mortgage borrower, sued Homeward Residential, Inc., Ocwen Loan Servicing, LLC, and American Home Mortgage Acceptance, Inc., the current and former mortgage holders and servicers, for: Count I -- wrongful foreclosure; Count II -- violations of Massachusetts's consumer protection law, Chapter 93A; and Count III -- slander of title. Homeward and Ocwen now seek summary judgment, arguing that, because they assumed control over the plaintiff's mortgage pursuant to a "free and clear" bankruptcy sale from the former mortgage holder, all of the plaintiff's claims based on wrongdoing by the former holder are barred. The plaintiff argues that collateral estoppel bars the defendants from moving for summary judgment because the Massachusetts Superior Court already denied a nearly identical motion filed by the defendants and their predecessors on the merits. The defendants respond that the parties in the two cases are unrelated, and the superior court's order on Homeward's summary judgment motion did not reach the merits of the claims, precluding the application of collateral estoppel. In a Memorandum and Order dated March 10, 2016, which is available at http://is.gd/O7hxZ4from Leagle.com, Chief District Judge Patti B. Saris of the United States District Court for the District of Massachusetts allowed in part the Defendants' motion for summary judgment with respect to Counts II and III and denied in part with respect to Count I. The case is LAURA DIOGO-CARREAU Plaintiff, v. AMERICAN HOME MORTGAGE ACCEPTANCE, INC.; HOMEWARD RESIDENTIAL, INC. f/k/a AMERICAN HOME MORTGAGE SERVICING, INC.; OCWEN LOAN SERVICING, LLC, Defendants, Civil Action No. 15-11020-PBS (D. Mass.). Laura Diogo-Carreau, Plaintiff, is represented by John P. Long, Esq. Homeward Residential, Inc., Defendant, is represented by Christine E. Abely, Esq. -- cabely@hinshawlaw.com -- Hinshaw & Culbertson LLP & Justin M. Fabella, Esq. -- jfabella@hinshawlaw.com -- Hinshaw & Culbertson LLP. Ocwen Loan Servicing, LLC, Defendant, is represented by Christine E. Abely, Hinshaw & Culbertson LLP & Justin M. Fabella, Hinshaw & Culbertson LLP. About American Home Mortgage Defunct subprime mortgage lender American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in Melville, New York, and seven affiliates filed for Chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as counsel. The Creditors Committee also retained Hennigan, Bennett & Dorman LLP, as special conflicts counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000 and total liabilities of $19,330,191,000. AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008. The plan was confirmed in February 2009. The plan was implemented in November 2010. AMERICAN NATURAL: Amends Schedules of Assets & Debt --------------------------------------------------- American Natural Energy Corporation filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana amended its Schedule E/F: Creditors Who Have Unsecured Claims; and Schedule B -- Personal Property in its schedules of assets and liabilities. Copies of the amended schedules are available at http://bankrupt.com/misc/AmericanNatural_98_Dec10amendedSAL.pdf http://bankrupt.com/misc/AmericanNatural_145_Jan11amendedSAL.pdf On Oct. 26, 2016, the Debtor filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $68,658 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,663,925 E. Creditors Holding Unsecured Priority Claims $130,073 F. Creditors Holding Unsecured Non-Priority Claims $18,917,452 ----------- ----------- Total $68,658 $22,711,450 A copy of the Schedules is available for free at: http://bankrupt.com/misc/AmericanNatural_55_Oct26SAL.pdf About American Natural Energy Corporation American Natural Energy Corporation is a Tulsa, Oklahoma-based independent exploration and production company with operations in St. Charles Parish, Louisiana. ANEC is engaged in the acquisition, development, exploitation and production of oil and natural gas. ANEC holds mineral interests in approximately 1,320 acres of land in St. Charles Parish, Louisiana. ANEC's wholly owned subsidiary, Gothic Resources Inc., is a corporation organized under the Canada Business Corporation Act. American Natural was subject to an involuntary Chapter 11 petition on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco, Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies, Inc., and Hillair Capital Investments, L.P. ANEC consented to entry of an Order for Relief on October 2, 2015, and an Order for Relief was entered by the Court on the same date. The Petitioners are represented by Philip Kirkpatrick Jones, Jr., Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton Rouge, Louisiana. The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz, PC as attorneys and (ii) Northpoint Energy Partners, LLC, to provide Andrew Reckles and James Schroeder as CRO. The U.S. trustee overseeing the Debtor's case appointed three creditors to the official committee of unsecured creditors. The creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc., and Summa Engineering Inc. The committee is represented by Lugenbuhl Wheaton Peck Rankin & Hubbard. * * * By final order entered on Oct. 30, 2015, the Court authorized the Debtor to obtain DIP financing from its existing primary secured creditor, Hillair, of up to $1,000,000. Subsequently on Dec. 11, 2015 the Debtor requested and later obtained approval to raise the maximum to be borrowed under that facility to $1,360,000. On Dec. 21, 2015, the Court entered an order granting the Debtor's bar date motion, and set non-government proofs of claim for Feb. 15, 2016, and governmental proofs of claim for March 31, 2016. AMERICAN NATURAL: Court Denies Request to Extend Term of CRO ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Louisiana denied American Natural Energy Corporation's request extending the term of the chief restructuring officer's employment. Parties-in-interest had objected to the Debtor's request. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, objected stating that the Debtor has not shown a valid business justification for continued employment of the CRO, and further employment is not reasonable under the circumstances. The Court entered an Order granting the CRO's appointment on Nov. 17, 2015. The order authorized the CRO to be paid (i) an initial $25,000 non-refundable retainer, and (ii) a non-refundable consulting fee of $25,000 per month. The Order also required the CRO to "provide notice to the U.S. Trustee, the DIP lender Hillair Capital Investments, L.P., and the official unsecured creditors committee, specifically, a report of itemized expenses incurred on a monthly basis. The CRO's term expired on Dec. 31, 2015. The Committee, in its objection, said that the Debtor has not demonstrated the need for or benefit to the Debtor's estate from the proposed extension of the employment CRO. The Debtor, in its motion, stated that due to the Debtor starting production later than anticipated, a further drop in commodity prices in the oil and gas industry, and the need to extend the plan process to allow for a rigorous sales process, the Debtor believes its initial timeline will be delayed, and Debtor will need additional time to employ the CRO in the case. By the motion, the Debtor seeks to extend the terms of the CRO Agreement through the month of February 2016 and reduce the payments to the CRO by $5,000 a month, on the same terms and conditions contained in the CRO Agreement as modified by the Court's order. The Debtor requested entry of an order modifying the CRO Agreement to allow the retention of Northpoint pursuant to Sections 105(a) and 363(b) of the Bankruptcy for an additional two months, or Feb. 28, 2016, and to reduce the monthly payments owed to. As reported in the Troubled Company Reporter on Nov. 18, 2015, the Court authorized the Debtor to employ Andrew Reckles and James Schroeder of Northpoint Energy Partners, LLC, as their chief restructuring officers nunc pro tunc to Oct. 2, 2015. The Creditors Committee is represented by: Stewart F. Peck, Esq. Christopher T. Caplinger, Esq. Joseph P. Briggett, Esq. Erin R. Rosenberg, Esq. 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Tel: (504) 568-1990 Fax: (504) 310-9195 E-mail: speck@lawla.com ccaplinger@lawla.com; jbriggett@lawla.com erosenberg@lawla.com The U.S. Trustee is represented by: Amanda Burnette George, Esq. Trial Attorney, Office of the U.S. Trustee 400 Poydras Street, Suite 2110 New Orleans, LA 70130 Tel. No. (504) 589-4018 Fax: (504) 589-4096 E-mail: Amanda.B.George@usdoj.gov The Debtor is represented by: Jan M. Hayden, Esq. Patrick H. Willis, Esq. BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC 201 St. Charles Avenue, Suite 3600 New Orleans, LA 70170 Tel: (504) 566-5200 Fax: (504) 636-4000 About American Natural Energy American Natural Energy Corporation is a Tulsa, Oklahoma-based independent exploration and production company with operations in St. Charles Parish, Louisiana. ANEC is engaged in the acquisition, development, exploitation and production of oil and natural gas. ANEC holds mineral interests in approximately 1,320 acres of land in St. Charles Parish, Louisiana. ANEC's wholly owned subsidiary, Gothic Resources Inc., is a corporation organized under the Canada Business Corporation Act. American Natural was subject to an involuntary Chapter 11 petition on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco, Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies, Inc., and Hillair Capital Investments, L.P. ANEC consented to entry of an Order for Relief on October 2, 2015, and an Order for Relief was entered by the Court on the same date. The Petitioners are represented by Philip Kirkpatrick Jones, Jr., Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton Rouge, Louisiana. The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz, PC as attorneys and (ii) Northpoint Energy Partners, LLC, to provide Andrew Reckles and James Schroeder as CRO. The U.S. trustee overseeing the Debtor's case appointed three creditors to the official committee of unsecured creditors. The creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc., and Summa Engineering Inc. The committee is represented by Lugenbuhl Wheaton Peck Rankin & Hubbard. * * * By final order entered on Oct. 30, 2015, the Court authorized the Debtor to obtain DIP financing from its existing primary secured creditor, Hillair, of up to $1,000,000. Subsequently on December 11, 2015 the Debtor requested and later obtained approval to raise the maximum to be borrowed under that facility to $1,360,000. On Dec. 21, 2015, the Court entered an order granting the Debtor's bar date motion, and set non-government proofs of claim for Feb. 15, 2016, and governmental proofs of claim for March 31, 2016. AMERICAN NATURAL: Hires PLS Inc. as Sales Agent ----------------------------------------------- American Natural Energy Corporation asked the U.S. Bankruptcy Court for the Eastern District of Louisiana for permission to employ PLS, Inc. as sales agent. In the administration of the estate and in the performance of its duties as debtor-in-possession, the Debtor believes it necessary to employ a sales agent to render services to market and sell the operated working interest assets in St. Charles Parish, Louisiana. In particular, the Debtor will require an agent with the ability to market the facility on a regional and nationwide basis. The Unsecured Creditor's Committee recommended and consented to the employment of PLS. PLS will provide marketing and transaction services to solicit potential purchasers of the assets, according to the terms and provisions of that certain exclusive agency and marketing agreement. The Debtor will pay PLS a one-time engagement fee of $40,000 to market the assets, which includes any travel and expense associated with inspecting the assets on site, and a monthly service fee of $5,000 through the end of the marketing process. Dependent upon the assets being sold to a purchaser other than the stalking horse, PLS will be entitled to an additional fee as set forth in the Marketing Agreement for the difference between the stalking horse bid and the successful overbid. PLS has not provided services nor received compensation since the filing of the Petition. The Debtor wishes to execute the Marketing Agreement, which will be for a term beginning on execution of the contract and terminating upon the earlier of either: (i) 60 days after commencement, (ii) Feb. 28, 2016, or (iii) as appropriate by Court Order. Ronyld W. Wise, the general manager of PLS, attested that PLS is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About American Natural Energy Corporation American Natural Energy Corporation is a Tulsa, Oklahoma-based independent exploration and production company with operations in St. Charles Parish, Louisiana. ANEC is engaged in the acquisition, development, exploitation and production of oil and natural gas. ANEC holds mineral interests in approximately 1,320 acres of land in St. Charles Parish, Louisiana. ANEC's wholly owned subsidiary, Gothic Resources Inc., is a corporation organized under the Canada Business Corporation Act. American Natural was subject to an involuntary Chapter 11 petition on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco, Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies, Inc., and Hillair Capital Investments, L.P. ANEC consented to entry of an Order for Relief on October 2, 2015, and an Order for Relief was entered by the Court on the same date. The Petitioners are represented by Philip Kirkpatrick Jones, Jr., Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton Rouge, Louisiana. The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz, PC as attorneys and (ii) Northpoint Energy Partners, LLC, to provide Andrew Reckles and James Schroeder as CRO. The U.S. trustee overseeing the Debtor's case appointed three creditors to the official committee of unsecured creditors. The creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc., and Summa Engineering Inc. The committee is represented by Lugenbuhl Wheaton Peck Rankin & Hubbard. * * * By final order entered on Oct. 30, 2015, the Court authorized the Debtor to obtain DIP financing from its existing primary secured creditor, Hillair, of up to $1,000,000. Subsequently on December 11, 2015 the Debtor requested and later obtained approval to raise the maximum to be borrowed under that facility to $1,360,000. On Dec. 21, 2015, the Court entered an order granting the Debtor's bar date motion, and set non-government proofs of claim for Feb. 15, 2016, and governmental proofs of claim for March 31, 2016. ARCH COAL: Asks Court to Set May 27 as General Claims Bar Date -------------------------------------------------------------- Arch Coal, Inc. and its debtor subsidiaries ask the U.S. Bankruptcy Court for the Eastern District of Missouri to enter an order: (i) establishing deadlines by which proofs of claim based on prepetition debts or liabilities against any of the Debtors must be filed; (ii) approving the Debtors' proposed Proof of Claim Form; (iii) approving the Debtors' proposed Bar Date Notice and Publication Notice; and (iv) approving the proposed notice and publication procedures. The Debtors ask the Court to establish: (a) May 27, 2016, at 5:00 p.m. (prevailing Central Time) (the "General Bar Date") as the deadline for each person or entity, other than any governmental units, to file a proof of claim in respect of a prepetition claim, including, for the avoidance of doubt, prepetition secured claims or priority claims against any of the Debtors; and (b) July 11, 2016, at 5:00 p.m. (prevailing Central Time) (the "Governmental Bar Date") as the deadline for each Governmental Unit to file a proof of claim in respect of a prepetition claim against any of the Debtors. Marshall S. Huebner, Esq., at Davis Polk & Wardwell LLP, in New York City -- marshall.huebner@davispolk.com -- contends that fixing the proposed Bar Dates will enable the Debtors to receive, process and begin their analysis of creditors' claims in a timely and efficient manner. He adds that based on the proposed procedures, the proposed Bar Dates will give all creditors ample opportunity to prepare and file proofs of claim. Pursuant to the proposed Bar Date Order, certain persons or entities are not required to file a proof of claim on or prior to the applicable Bar Date, including those who has already properly filed a proof of claim and those whose claim is listed on the Schedules. The proposed Bar Date Order further provides that any person or entity that holds a claim that arises from the rejection of an executory contract or unexpired lease must file a proof of claim based on such rejection by the later of (a) the applicable Bar Date and (b) 30 days after notice by the Debtors of the entry of an order authorizing rejection to which the claim relates. The Debtors propose that any holder of a claim, who is required, but fails, to timely file a proof of such claim in appropriate form in accordance with the terms of the Bar Date Order will be forever barred, estopped and enjoined from asserting such claim against the Debtors, and the Debtors and their successors and their respective property will be forever discharged from any and all indebtedness or liability with respect to such claim, and such holder will not be permitted to vote to accept or reject any plan of reorganization filed in these Chapter 11 cases or participate in any distribution in these chapter 11 cases on account of such claim or to receive further notices regarding such claim. The Debtors reserve their right to object to any proof of claim, whether filed or scheduled, on any grounds. The Debtors reserve their right to dispute or to assert offsets or defenses to any claim reflected on the Schedules or any amendments thereto, as to amount, liability, classification or otherwise and to subsequently designate any claim as disputed, contingent, unliquidated or undetermined. The Court will commence a hearing on April 5, 2016, 1:00 p.m. (Prevailing Central Time) to consider the motion. Objections were due on March 29. 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. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has retained Kramer Levin Naftalis & Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Blackacre LLC as coal consultant. ARENDS INSPECTION: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Arends Inspection LLC. Arends Inspection LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-30847) on February 19, 2016. The Debtor is represented by David J. Sadegh, Esq., at Law Offices of David J. Sadegh. ASPECT SOFTWARE: Seek Approval of Performance Award Program ----------------------------------------------------------- Aspect Software Parent, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve their Performance Award Program. The Debtors contend that each of the participants of the Performance Award Program has been intimately involved in managing the Debtors' business and restructuring efforts. The Debtors further contend that the Performance Award Program is intended to stimulate that continued involvement and drive the successful performance of the Debtors' business. The Performance Award Program contains, among others, these relevant terms: (a) The Participants: The 14 participants include the chief executive officer, chief financial officer, general counsel, president, chief information officer, chief marketing officer, chief technology officer, and seven other senior employees. (b) Performance Metrics: The Performance Award Program utilizes the following two equally-weighted metrics in each Performance Period to measure employee performance, each considered independently of each other: (1) "EBITDAR,"which is adjusted earnings before interest, tax, depreciation, amortization, and restructuring costs; and (2) "Recurring Revenue," which is calculated based on the retention of business from customers generating recurring revenue. (c) The Performance Targets: Participants qualify for incentive payments if the Debtors achieve specified targets for each of the Performance Metrics for each quarter: (i) for EBITDAR, the threshold and maximum performance outcomes are established within a range of 70 to 110 percent of the target annual operating plan performance level, and (ii) for Recurring Revenue, the threshold and maximum performance outcomes are established with a range of 70 to 100 percent of the targeted annual operating plan performance level (d) Potential Payment Amounts: The estimated cost of the Performance Award Program is approximately $1.75 million each quarter, for two quarters, at target pay-out levels and $1.925 million each quarter, for two quarters, at maximum overachievement pay-out levels, totaling a maximum cost of $3.85 million for both quarters. The Debtors aver that in addition to running the Debtors' day-to-day affairs, the participants have seen a substantial increase in their workloads in recent months without any concomitant increase in their compensation. The Debtors further aver that as the chapter 11 cases progress, management will again see their workload increase, and it will be essential to incentivize superb performance. The Debtors contend that providing incentive opportunities, such as those contemplated by the Performance Award Program, will serve as a reasonable incentive for the Debtors to achieve and possibly to exceed, their near-term operational goals. The Debtors' Motion is scheduled for hearing on April 11, 2016 at 11:30 a.m. About Aspect Software Parent Headquartered in Phoenix, Arizona, with 38 offices located in 19 countries, Aspect Software serves as a global provider of software systems and equipment for contact centers that service the needs of customers across various industries. Aspect delivers solutions to more than 2,200 Contact Centers in more than 70 countries, and its products currently support approximately 1.5 million contact center agent seats, managing over 100 million enterprise customer interactions daily. Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects Holdings Inc., Voxeo Plaza Ten, LLC and Davox International Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Proposed Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed the petitions as executive vice president and chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as investment banker and Prime Clerk LLC as claims, notice, and balloting agent. ASPECT SOFTWARE: Seeks OK of Backstop Agreement, Rights Offering ---------------------------------------------------------------- Aspect Software Parent, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their entry into a Backstop Agreement, as well as the approval of their rights offering procedures. The Backstop Agreement was entered into by Aspect Software Parent, Inc. and: (i) certain funds or accounts managed, advised, or sub-advised by GSO Capital Partners LP; (ii) certain funds and accounts managed and advised by MidOcean Credit Fund Management, L.P; (iii) certain funds or accounts managed, advised, or sub-advised by Guggenheim Partners Investment Management LLC or its affiliates; (iv) certain funds and/or accounts managed by J.P. Morgan Investment Management Inc.; and (v) AIC Finance Partnership. As of Dec. 31, 2015, the Debtors reported approximately $940 million in book value in assets and $1 billion in total liabilities. The significant funded debt obligations include: (a) approximately $29 million in principal amount and $1 million of issued letter of credit obligations under its first lien revolving credit facility ("First Lien Revolving Credit Facility"); (b) approximately $447 million of principal amount of obligations under the first lien term loan ("First Lien Term Loan"); and (c) approximately $320 million in principal amount of 10.625% second lien notes due May 2017 ("Second Lien Notes"). The Debtors contend that they filed their Chapter 11 cases with a plan support agreement and accompanying term sheet reflecting widespread support across the Debtors' capital structure. The Debtors further contend that the Term Sheet and Plan contemplate the Rights Offering and Backstop Agreement, ultimately eliminating approximately $380 million in funded debt obligations, providing Aspect with an infusion of $60 million, and reducing annual cash interest expense by approximately $27 million. The Plan provides for, and is funded in part by, the Rights Offering. Under the Plan, Holders of Allowed Second Lien Note Claims that satisfy the requirements set forth in the Institutional Accredited Investor Questionnaire and on the timeline contemplated in the Rights Offering Procedures ("Eligible Offerees") will receive subscription rights ("Rights") to purchase convertible pay-in-kind notes that will, upon the occurrence of certain conversion conditions, mandatorily and automatically convert into approximately 25% of reorganized Aspect's new equity ("New Equity", and such convertible notes as defined in the Plan, the "HoldCo PIK Convertible Notes"), subject to certain dilutions described in the Plan. The Debtors relate that the Rights Offering will provide them with new capital and allow the Debtors to repay any amounts drawn under their postpetition debtor-in-possession financing facility (the "DIP Facility"), which has been approved on an interim basis by the Court, fund recoveries to general unsecured creditors, satisfy other chapter 11 emergence costs, and support the Debtors' post-emergence operations. The Debtors aver that to further effectuate the Plan and ensure the necessary funding is obtained in the Rights Offering, the Backstop Parties, which hold a substantial amount of claims under the First Lien Revolving Credit Facility, the First Lien Term Loan, and the Second Lien Notes, as well as hold commitments under the DIP Facility, have committed to backstop the Rights Offering pursuant to the Backstop Agreement ("Backstop Commitment"). The Backstop Agreement provides for a payment to the Backstop Parties in the form of 5% of the aggregate number of shares of New Equity to be issued on the effective date of the Plan, subject to dilution on account of the New Equity to be issued in connection with the management incentive plan described in the Plan ("Backstop Put Amount"). Pursuant to the Backstop Agreement, the Backstop Put Amount is payable solely in the form of New Equity, and solely upon consummation of the Plan, and is not payable following a termination of the Backstop Agreement. As set forth in the Backstop Agreement, if the Backstop Agreement is terminated, it provides for a termination payment equal to $3 million ("Termination Payment") if: (1) the Debtors terminate the Plan Support Agreement or the Backstop Agreement in order to exercise their "fiduciary out", or (2) the Requisite First Lien Lenders terminate the Plan Support Agreement pursuant to any of the Consenting Lender Termination Events According to the Backstop Agreement, upon such a termination, the Backstop Put Amount will not be payable and the Backstop Parties or their designees, based upon their backstop percentages, will instead be entitled to the Termination Payment, which will constitute an allowed administrative expense claim in the Chapter 11 Cases; provided, that in the event of a First Lien Termination Event, no payments, distributions or other transfers will be made on account of the Termination Payment, or any administrative expense claim associated therewith, unless and until all allowed First Lien Claims, including all prepetition and postpetition claims held by the holders of First Lien Claims, have been indefeasibly paid in cash in full, including all allowed claims for principal, interest, fees and other amounts derived from or based upon the First Lien Credit Agreement. The Rights Offering Procedures provide for a three-step process for an Eligible Offeree to fully exercise its right to participate in the Rights Offering ("Subscription Rights"): (1) Timely Completion of an Institutional Accredited Investor Questionnaire. Each Eligible Offeree that wishes to participate in the Rights Offering must complete and timely and validly return to Prime Clerk LLC, who the Debtors will seek to appoint as subscription agent, an institutional accredited investor questionnaire, which will be sent to the Eligible Offerees following Court approval of the Rights Offerings Procedures. (2) Completion of Rights Exercise Form. Each Eligible Offeree must complete a rights offering subscription exercise form ("Rights Exercise Form"), which will be sent to the Eligible Offerees who have timely and validly completed and returned a properly completed Institutional Accredited Investor Questionnaire. (3) Payment of Applicable Purchase Price. Each Eligible Offeree must pay the applicable purchase price, which is an amount equal to the Eligible Offeree's pro rata share of the New Notes Maximum Aggregate Principal Amount ("Rights Exercise Price"), such pro rata share to be calculated as the proportion that an Eligible Offeree's Allowed Second Lien Note Claim bears to the aggregate of all Allowed Second Lien Note Claims as of April 26, 2016, rounded down to the nearest dollar. In order to participate in the Rights Offering, each Eligible Offeree must submit to the Subscription Agent an Institutional Accredited Investor Questionnaire by May 16, 2016 at 5:00 p.m. The Rights Offering will commence on May 16, 2016 at 5:01 p.m., following which the Rights Exercise Forms will be mailed or made available to Eligible Offerees who timely and validly completed and returned a properly completed Institutional Accredited Investor Questionnaire. The Rights Offering will expire at 5:00 p.m. on May 31, 2016, unless extended by the Debtors with the consent of the Requisite Backstop Parties. The Debtors will promptly notify the Eligible Offerees of any extension or of any new Rights Expiration Time. The Debtors tell the Court that their business judgment underlying the decision to enter into the Backstop Agreement, satisfy the Backstop Put Amount, and effectuate the Rights Offering pursuant to the Rights Offering Procedures and Rights Offering Materials is undeniably sound. The Debtors further tell the Court that they explored every viable alternative to deliver their capital structure in an expeditious manner and believe that the transactions contemplated by the Plan and Plan Support Agreement, including the Rights Offering and Backstop Agreement, represent the best available alternative from both an enterprise and stakeholder perspective. The Debtors add that the Backstop Agreement and Rights Offering assure the Debtors and their stakeholders that, subject to the satisfaction of the applicable conditions precedent, the Debtors have a necessary source of new capital committed to fund the Plan and effectuate the transactions contemplated therein. Aspect Software Parent, Inc., and its affiliated debtors are represented by: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302)426-1189 Facsimile: (302)426-9193 E-mail: dpacitti@klehr.com myurkewicz@klehr.com - and - Morton Branzburg, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, PA 19103 Telephone: (215)569-2700 Facsimile: (215)568-6603 E-mail: mbranzburg@klehr.com - and - Joshua A. Sussberg, Esq. Aparna Yenamandra, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212)446-4800 Facsimile: (212)446-4900 E-mail: joshua.sussberg@kirkland.com aparna.yenamandra@kirkland.com - and - James H.M. Sprayregen, Esq. William A. Guerrieri, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312)862-2000 Facsimile: (312)862-2200 E-mail: james.sprayregen@kirkland.com will.guerrieri@kirkland.com About Aspect Software Headquartered in Phoenix, Arizona, with 38 offices located in 19 countries, Aspect Software serves as a global provider of software systems and equipment for contact centers that service the needs of customers across various industries. Aspect delivers solutions to more than 2,200 Contact Centers in more than 70 countries, and its products currently support approximately 1.5 million contact center agent seats, managing over 100 million enterprise customer interactions daily. Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects Holdings Inc., Voxeo Plaza Ten, LLC and Davox International Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Proposed Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed the petitions as executive vice president and chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as investment banker and Prime Clerk LLC as claims, notice, and balloting agent. ASPECT SOFTWARE: Wants to Assume Plan Support Agreement ------------------------------------------------------- Aspect Software Parent, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their assumption of a Plan Support Agreement signed with secured creditors. As of Petition Date, the principal amount of the Debtors' consolidated funded debt obligations are comprised of: (a) approximately $29 million of principal amount and $1 million of issued letters of credit obligations under the revolving credit facility ("First Lien Revolving Credit Facility") under that certain credit agreement dated May 7, 2010 ("First Lien Credit Agreement"), with Wilmington Trust, N.A. serving as successor administrative agent, JPMorgan Chase Bank, N.A., and Bank of America, N.A. serving as co-syndication agents, and the lenders party thereto; (b) approximately $447 million of principal amount of obligations under the senior secured first lien term loan ("First Lien Term Loan") issued under the First Lien Credit Agreement; (c) approximately $320 million in principal amount of the secured second lien notes ("Second Lien Notes") issued under that certain indenture dated May 7, 2010 ("Indenture") by and among Aspect Software, Inc., as borrower, U.S. Bank N.A., as successor administrative and collateral agent, and the lenders party thereto. The Debtors had executed a Plan Support Agreement with the Consenting First Lien Committee and Consenting Cross-Over Committee. The Consenting First Lien Committee consists of beneficial holders, or investment advisors or managers for the account of beneficial holders, of First Lien Claims. The Consenting Cross-Over Lenders consist of beneficial holders, or investment advisors or managers for the account of beneficial holders of both the First Lien Claims and the Second Lien Note Claims. The Parties have agreed to a restructuring of the Company that will be implemented and consummated pursuant to a chapter 11 plan of reorganization and the Plan Support Agreement. The Plan Support Agreement sets forth certain deadlines ("Milestones") intended to facilitate the expeditious resolution of the chapter 11 cases and provides that the Consenting Lenders may terminate the Plan Support Agreement in the event that the Debtors do not meet the Milestones. The Milestones provide for the following timeline: (a) obtain Court approval of the final debtor in possession financing order on or before 35 calendar days of the Petition Date, i.e., April 13, 2016; (b) obtain Court approval of the motion to approve the Disclosure Statement within 50 days from the Petition Date, i.e. April 28, 2016; (c) obtain Court approval of the assumption of the Plan Support Agreement within 50 calendar days from the Petition Date, i.e. April 28, 2016; (d) obtain Court approval of the Backstop Agreement within 50 calendar days from the Petition Date, i.e. April 28, 2016; (e) confirm the Plan within 90 calendar days from the Petition Date, i.e. June 7, 2016; and (f) obtain an effective date for the Plan on or before 105 calendar days after the Petition Date, i.e. June 22, 2016. The Debtors tell the Court that entering into the Plan Support Agreement marks a crucial next step for the Debtors toward maximizing the value of their estates and emerging from chapter 11. The Debtors submit that doing so is in keeping with the sound exercise of their business judgment. About Aspect Software Parent Headquartered in Phoenix, Arizona, with 38 offices located in 19 countries, Aspect Software serves as a global provider of software systems and equipment for contact centers that service the needs of customers across various industries. Aspect delivers solutions to more than 2,200 Contact Centers in more than 70 countries, and its products currently support approximately 1.5 million contact center agent seats, managing over 100 million enterprise customer interactions daily. Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects Holdings Inc., Voxeo Plaza Ten, LLC and Davox International Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Proposed Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed the petitions as executive vice president and chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as investment banker and Prime Clerk LLC as claims, notice, and balloting agent. ASTORIA ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Loans --------------------------------------------------------------- Moody's Investors Service affirmed Astoria Energy LLC's Ba3 rating on its senior secured credit facilities. Concurrent with this affirmation, Moody's revised Astoria's outlook on its credit facilities to negative from stable. "The outlook revision to negative reflects concerns about Astoria's ability to generate sustained financial metrics consistent with our original projections as well as our concerns about Astoria's pace of deleveraging. For 2016, we anticipate that leverage metrics measured by funds from operations to debt (FFO/Debt) will remain close to 6% and the debt service coverage ratio (DSCR) will be around 2.0x both of which are below our expectations of achieving FFO/Debt of 11% and a DSCR of 2.4x." Astoria Energy owns the approximate 585MW (summer and winter rating) combined cycle generating facility in Astoria, Queens, New York. RATINGS RATIONALE "The Ba3 rating reflects Astoria's position as a very efficient generator located within Zone-J, a highly congested load pocket and the most constrained zone of the New York ISO. Astoria's strategic location enables it to earn premium energy and capacity market revenues. In 2015, Astoria generated approximately $88 million in cash flow available for debt service (CFADS), enabling it to reduce its debt balance by approximately $37 million, $7 million of which was comprised of mandatory principal payments. We further expect that Astoria will generate around $85 million of CFADS and reduce its debt by approximately $35 million in 2016. This level of debt reduction in light of an extremely soft commodity market environment along with the importance of Astoria being a well-operating, Zone-J combined cycle asset continues to support Astoria's Ba3 rating notwithstanding the 2015 lower than expected performance where the FFO/Debt was around 6.5% and the DSCR was around 1.9x." "We acknowledge that Astoria's location alone does not fully shelter it from the weak commodity environment currently plaguing many regional electricity markets across the US. Energy margins, net of fuel costs, are likely to be nearly 25-30% lower in 2016 compared to Moody's original 2016 expectation. Astoria also generates capacity revenue for approximately 55% of total gross margin. Capacity revenue is somewhat volatile in New York owing to monthly spot auctions compared to other capacity markets whose full-year capacity market prices are known three-years' hence. The capacity auction amount is partly determined by a peak load forecast and the locational capacity requirement (LCR), both of which declined for the forth-coming 2016/2017 capability year. As a result, capacity auction revenue is anticipated to be 20-25% lower than we anticipated.??? ???While Astoria's aforementioned positive cash flow generation and incremental deleveraging during 2015 and 2016 are credit positive, the level of deleveraging is lower than anticipated under the Moody's original base case. The lower level of deleveraging is also partly structural in nature given that Astoria's financing agreements require 75% of post-debt service cash flow to reduce debt, with 25% of post debt service cash flow being distributed to project sponsors. With current leverage approximating nearly $1,280/kW, Astoria is the most levered merchant generating asset in the Ba-rating category within Moody's rated project finance portfolio. Despite higher refinancing risk now present, the strategic location of the Astoria generating plant and extremely high cost to build new in-city generation ameliorates our concerns for the time being regarding Astoria's ability to refinance its term debt." "The rating further recognizes the make-up of Astoria's current owners, which we view as a credit strength, since it includes a diversified group of international power conglomerates and industry focused private equity investors. Nearly 80% of the economic ownership comes from affiliates of investment grade-rated Mitsui & Co. and ENGIE SA (formerly GDF Suez)." The negative rating outlook reflects Astoria's weaker than expected financial performance and concerns over the pace of deleveraging. "Given the negative outlook and our belief that weaker than expected performance will persist, the ratings are not expected to be upgraded. The ratings could stabilize should Astoria achieve debt reduction on pace with our original expectations, including reducing its outstanding debt balance by year-end 2016 to at least $700 million. Longer term, consistent FFO/Debt metrics that exceed 15% and DSCRs above 2.5x on sustained basis could warrant an upgrade. Greater than expected debt reduction could also lead to consideration of a higher rating." The ratings could be downgraded if FFO/Debt and DSCRs remain consistently less than 10% and 2.0x. Substantially weak operating performance with availability below 90% or forced outage rates above 10% could also warrant negative rating action. ATLANTIC CITY MUA: Moody's Rating on $7.5MM Revenue Debt to B3 -------------------------------------------------------------- Moody's Investors Service has downgraded Atlantic City Municipal Utilities Authority's (NJ) rating to B3 from B2, affecting $7.5 million of $16.6 million of net water revenue debt outstanding. The outlook remains negative. The B3 reflects heightened risk to MUA bondholders given the authority's governance relationship with Atlantic City (Caa3 negative) and the possibility for a dissolution of the MUA, which would bring it under city control as the city's fiscal crisis worsens. The city would assume responsibility for making debt service payments, a major credit negative given the city's precarious finances. The rating also reflects the authority's currently adequate debt service coverage, low debt burden, sum-sufficient rate covenant, and a cash funded debt service reserve fund. Rating Outlook The negative outlook reflects heightened risk to water revenue bondholders given signals that Atlantic City may pursue a dissolution of the water system, and that the city may undergo debt restructuring. Factors that Could Lead to an Upgrade An Atlantic City fiscal recovery plan that fully protects water revenue bondholders Factors that Could Lead to a Downgrade Formal proposals or plans to dissolve, sell, or lease MUA assets without fully protecting water revenue bondholders Additional casino closures beyond our projection of one to two within the next two years Further risk of the city filing for Chapter 9 bankruptcy Legal Security The bonds are secured by net revenues of the authority and additionally by a general obligation guarantee pledge of the city, via the provisions of a service contract. Use of Proceeds Not Applicable Obligor Profile The authority is a relatively small system with $15.7 million of annual revenues. It collects 70% of its raw water from underground wells and the remainder from surface water at two reservoirs. AXION INTERNATIONAL: Says Community Sale Objection Has No Basis --------------------------------------------------------------- Axion International, Inc, et al., submitted to the U.S. Bankruptcy Court for the District of Delaware, their Reply to The Community Bank's Objection to the Debtors' amended motion seeking approval of revised bidding procedures. The Debtors relate that the objections and concerns of the Official Committee of Unsecured Creditors ("Official Committee"), Allen Kronstadt and Plastic Ties Financing, LLC ("Krondstat Parties") and other objectors ("Resolved Objectors"), including Rutgers, The State University of New Jersey, Sicut Enterprises Limited and McClennan County, have been resolved. They further relate that despite having resolved the objections and concerns, Community Bank contends that its objections have not been resolved and that the circumstances have not changed. In consultation with the Committee, the Kronstadt Parties and the Resolved Objectors, the Debtors have made substantial changes to the Revised Bidding Procedures, which include: (a) The Revised Bidding Procedures make it clear that the Debtors are not seeking to sell Community Bank's collateral (the "Community Bank Collateral") and, accordingly, Community Bank's consent to the sale is unnecessary; (b) The Revised Bidding Procedures make it clear that the Debtors are not seeking to "cancel Community Bank's liens" -- in fact, Community Bank was granted relief from the automatic stay in order to retrieve the Community Bank Collateral and the Debtors have demanded that Community Bank immediately retrieve the Community Bank Collateral; (c) In connection with the Revised Bidding Procedures, and since before the filing of the Plan, the Debtors and their attorneys and investment banker Gordian Group, LLC ("Gordian") have been actively soliciting investments in connection with the sale of the Debtors' assets; and (d) The Revised Bidding Procedures are consistent with the Global Settlement and, once approved, will allow the Debtors to proceed towards confirmation of a Joint Liquidating Plan (the "Plan") dated March 7, 2016 with the support of the Committee and the Kronstadt Parties ("Plan Proponents"), which incorporates the Global Settlement. In asking the Court to overrule Community Bank's Objection, the Debtors state, "Community Bank's Amended Bidding Procedures Objection is based on a series of unsupported, conclusory statements and assumptions as part of an attempt by Community Bank to obtain value to which it is not entitled. There is no supportable factual basis for the relief requested in the Amended Bidding Procedures Objection." Axion International, Inc., and its affiliated debtors are represented by: Scott D. Cousins, Esq. Ashley B. Stitzer, Esq. Evan T. Miller, Esq. BAYARD P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Telephone: (302)655-5000 Facsimile: (302)658-6395 E-mail: scousins@bayardlaw.com astitzer@bayardlaw.com emiller@bayardlaw.com About Axion International Axion International, Inc., et al., manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of Dec. 2, 2015, Axion had 70 employees. Axion International Holdings, Inc., is a publicly-traded company (AXIH), organized under Colorado law, with executive offices located in Zanesville, Ohio. As of the Petition Date, Holdings had 54,121,611 shares of common stock, par value $0.016 per share, traded on the OTCC Bulletin Board. Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015. The petitions were signed by Donald W. Fallon, the CFO and treasurer. Judge Christopher S. Sontchi has been assigned to the cases. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP serves as special counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esq., at the Law Offices of Sandra Mayerson. Community Bank is represented by Christopher P. Simon, Esq., and Kevin S. Mann, Esq., at Cross & Simon, LLC. BALMORAL RACING: Loeb, Yellen to Auction Assets on April 27-28 -------------------------------------------------------------- Loeb Winternitz Industrial Auctioneers and Yellen Partners disclosed that they will be conducting a two-day auction to liquidate the assets from Balmoral Racing Club, Inc. and Maywood Park Trotting Association, Inc. The auction will take place online April 27 and 28. "We are honored to be retained to manage the sale of the personal property assets of these two famous racing venues," stated Charles J. Winternitz, president of Loeb Winternitz Industrial Auctioneers. "The auction includes all the ground maintenance equipment, vehicles, and many memorabilia items from throughout the decades. The partnership between Loeb Winternitz and Yellen Partners is the needed combination to recover the highest value for the assets." Principals from both firms worked together previously to liquidate the former Sportsman's Park also known as Chicago Motor Speedway. "We look forward to offering the public an opportunity to purchase a piece of history from these two parks, in addition to machinery and equipment at a quality value," said Brian Yellen, president of Yellen Partners. Balmoral Park, located just south of Crete, Illinois, closed in December of 2015. Originally Lincoln Fields from 1926 to 1968 hosting thoroughbred racing, and subsequently, Balmoral Park hosting Harness Racing. Maywood Park, located in Melrose Park, also held its last races in late 2015 after nearly 70 years of operation. Both tracks were shuttered after judgment was passed against the owners in a suit brought by the casinos, after a decision by the Illinois Racing Board to award racing dates exclusively to Hawthorn Race Course, and subsequent bankruptcy. The auctions are being held by order of the Honorable Donald R. Cassling, for the U.S. Bankruptcy Court, Northern District of IL, Eastern Division, Case Numbers: 14-45711 ??? Assets of Balmoral Park Racing Club, Inc. and 14-45718 ??? Assets of Maywood Park Trotting Association, Inc. About Yellen Partners, LLC Yellen Partners, LLC -- http://www.yellenpartners.com-- is a specialized, hands-on provider of asset monetization solutions focused on the acquisition and disposition of retail and wholesale inventories, as well as healthcare and industrial machinery and equipment, for businesses seeking to continue operations or sell assets as a going concern. Core activities include sourcing, acquiring and monetizing distressed and other surplus assets through transaction strategies, including, but not limited to, retail store closings, orderly liquidations of wholesale inventories and specialty assets, as well as private treaty sales and on-site and on-line auctions. About Loeb Winternitz Loeb Winternitz Industrial Auctioneers -- http://www.loebwinternitz.com-- is a full service auction division specializing in Webcast and Online Only auction asset disposition services. About Balmoral Racing Balmoral Racing Club, Inc., and Maywood Park Trotting Association, Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood Park racetracks in Illinois under a license granted by the State of Illinois pursuant to the Illinois Horse Racing Act of 1975. Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and Maywood Park Trotting Association (Bankr. N.D. Ill. Case No. 14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24, 2014, to continue operations into 2015 and protect themselves against property seizure. Both cases were consolidated on December 31, 2014. Alexander F. Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors' bankruptcy counsel. Neither a trustee nor a committee of unsecured creditors has been appointed in the Chapter 11 Cases. BALMORAL RACING: Taps Yellen and Loeb Winternitz as Auctioneers --------------------------------------------------------------- Balmoral Racing Club, Inc., and Maywood Park Trotting Association, Inc., sought and obtained authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the firms of Yellen Partners, LLC, an Illinois limited liability company, and Loeb Winternitz Industrial Auctioneers, an Illinois limited liability company, to conduct public auctions of the Debtors' tangible personal property assets. The Court authorized the Debtors and the Auctioneers, without further Court order, to conduct a public auction of the Assets, including the OTB Assets by means of a public online auction and onsite public auctions at each of the Debtors' primary business locations, at such time and dates as is mutually agreed to by the Debtors, the Judgment Creditors and the Auctioneers, pursuant to the terms set forth in that certain consulting agreement between the Debtors and the Auctioneers dated March 10, 2016. In addition to the Auctions, the Auctioneers, upon obtaining consent of the Debtors and Judgment Creditors, may sell the OTB Assets prior to an Auction to the highest and best bidder that they determine is available under the circumstances, and will not be required to move the Assets to the Facilities for Auction. The Assets will be sold on an "as is, where is" basis, free and clear of all liens, claims, encumbrances and interests. The Debtors are also authorized to pay the Auctioneers the "Base Fee" up to an amount of $75,000, if the proceeds generated from the Auctions, net of all sale expenses, exceed $550,000. in accordance with the terms of the Agreement. All proceeds from the Auctions will be deposited in kind into a segregated sales proceeds account maintained by the Auctioneers, pending the distributions provided in the Agreement and this Order, provided that the Auctioneers may withdraw from such account amounts necessary to pay their sale expenses as they become due, with any such distributions to be credited against the Base Fee. In addition to, and not as part of, the Base Fee, Auctioneers will be entitled to charge and retain for their own account a reasonable and customary buyer's premium to all purchasers at the Auctions not to exceed 18%, including a 15% premium for onsite buyers. Any such Buyer's Premium collected will not be considered part of the Proceeds. All Proceeds in excess of $625,000, if any, will be remitted to, and retained by, the Debtors as their sole and exclusive property. None of the fees payable to the Auctioneers will constitute a "bonus" under applicable law. The Auctioneers are exempt from any requirement to keep time records in connection with its engagement. About Balmoral Racing Balmoral Racing Club, Inc., and Maywood Park Trotting Association, Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood Park racetracks in Illinois under a license granted by the State of Illinois pursuant to the Illinois Horse Racing Act of 1975. Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and Maywood Park Trotting Association (Bankr. N.D. Ill. Case No. 14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24, 2014, to continue operations into 2015 and protect themselves against property seizure. Both cases were consolidated on December 31, 2014. Alexander F. Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors' bankruptcy counsel. Neither a trustee nor a committee of unsecured creditors has been appointed in the Chapter 11 Cases. BMR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: BMR Holdings, LLC dba Patchington 13920 58th St. N., #1006 Clearwater, FL 33760 Case No.: 16-02944 Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Stephen R Leslie, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: 813-229-0144 E-mail: sleslie.ecf@srbp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Levich, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-02944.pdf BRANTLEY LAND: Gets Approval of Amended Deal With State Bank ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Georgia approved an amendment to a settlement agreement entered into by Brantley Land and Timber Company LLC and State Bank and Trust Co. The amended agreement requires the companies to execute quitclaim deeds to be prepared by or on behalf of Brantley's Chapter 11 trustee or the Brantley County Tax Commissioner to effectuate certain provisions of the agreement. Under the deal, State Bank will receive payment in the amount of $250,000 from the real estate developer. In exchange, the bank agreed to have its claim against Brantley converted to a general unsecured claim, and surrender all of its collateral to the developer. State Bank also agreed to withdraw its motion filed in November last year in which it asked for the dismissal of Brantley's bankruptcy case, according to court filings. A copy of the amended agreement is available for free at http://is.gd/WQ8uln About Brantley Land Brantley Land & Timber Company, LLC, is a real estate development company which originally held over 1,000 lots in a development located in Brantley County, Georgia. In July, 2011, State Bank & Trust Company obtained a judgment in Fulton County Superior Court against Brantley Land and its principals for an amount, including interest and fees, currently in excess of ten million dollars, and the Superior Court also appointed receiver Jerry Harper to take control of Debtor, based at least in part on the misappropriation of funds by two of Brantley Land's principals. Brantley Land filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia, on July 16, 2015. Jerry W. Harper, receiver, signed the petition. The Debtor, under the control of the receiver, tapped McCallar Law Firm as counsel. Following the Chapter 11 filing, the Court appointed R. Michael Souther as Chapter 11 Trustee. BREF HR: Cancels Registration of Class A Units ---------------------------------------------- BREF HR, LLC, has terminated the registration of its Class Units by filing a Form 15 with the Securities and Exchange Commission on April 5, 2016. As of that date, there was only one holder of the Units. About BREF HR BREF HR, LLC owns and operates the Hard Rock Hotel & Casino Las Vegas. The company maintains its headquarters in New York. BREF is a Delaware limited liability company that was formed on February 11, 2011. The Company does not maintain a corporate website. The affairs of the Company are governed by a Limited Liability Company Agreement dated as of March 1, 2011. BREF HR reported a net loss of $120 million on $194 million of net revenues for the year ended Dec. 31, 2015, compared to a net loss of $103 million on $200 million of net revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $570 million in total assets, $992 million in total liabilities and a total members' deficit of $423 million. Deloitte & Touche LLP, Las Vegas, Nevada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that recurring losses from operations and the contractual debt repayments due April 4, 2016 raise substantial doubt about its ability to continue as a going concern. BROCADE COMMUNICATIONS: Buyout Won't Affect Moody's Ba1 CFR ----------------------------------------------------------- Moody's Investors Service said Brocade Communications Systems, Inc.'s planned acquisition of Ruckus Wireless, Inc. substantially increases financial leverage but does not affect the company's Ba1 Corporate Family Rating or stable ratings outlook. BROCADE COMMUNICATIONS: S&P Rates Proposed $900MM Facilities 'BB+' ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB+' issue-level rating and '3' recovery rating to San Jose, Calif.-based networking solutions provider Brocade Communications Systems Inc.'s proposed $900 million five-year senior unsecured credit facilities. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of the range) in the event of a payment default. The proposed facilities will be unsecured and guaranteed by the company's domestic subsidiaries, which could provide superior recovery relative to the existing unguaranteed debt in the event of default. However, recovery ratings on unsecured debt issued by corporate entities with corporate credit ratings in the 'BB' category are generally capped at '3' to account for the risk that their recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. Brocade announced that it plans to acquire Wi-Fi network solutions supplier Ruckus Wireless Inc. for approximately $1.2 billion, net of cash. S&P expects the company to fund the acquisition with $660 million of cash, including proceeds from its proposed $900 million unsecured credit facility (comprised of an unfunded $100 million revolver and $800 million term loan A), and $817 million of Brocade stock. The company expects the transaction to close by the end of its fiscal third quarter ending July 30, 2016. Brocade also announced that it will increase its stock-buyback program by $800 million to repurchase the approximate number of shares it will issue to finance the acquisition, which means that cash outlay (cash for acquisitions and for share buybacks) for the transaction will approximate the purchase price of $1.2 million. Ruckus Wireless generated revenue of about $373 million and adjusted EBITDA of about $50 million in the 12 months ended Dec. 31, 2015. S&P expects the acquisition will bring some revenue and cost synergies as the two companies have complementary wired and wireless networking product offerings, and no material revenue or product overlap. S&P expects pro forma leverage will be below 1x at close, and will increase to the low-1x area when S&P accounts for the expected share repurchase, from a net cash position as of Jan. 30, 2016. S&P expects leverage to decline to about 1x or below over the next 12 months based on good free operating cash generation and debt repayment. S&P's 'BB+' corporate credit rating on Brocade remains unchanged and reflects the company's leading market position in the storage area networking (SAN) market, good profitability and cash flow, and good credit protection measures. Intense competition against much larger competitors in the Internet Protocol (IP) networking market and limited growth prospects in the SAN market offset these strengths. RATINGS LIST Brocade Communications Systems Inc. Corporate Credit Rating BB+/Stable/-- New Rating Brocade Communications Systems Inc. Senior Unsecured $100 mil. revolver due 2021 BB+ Recovery Rating 3H $800 mil. term loan A due 2021 BB+ Recovery Rating 3H C & D PROPERTIES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of C & D Properties of Missouri LLC. C & D Properties of Missouri LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40525) on March 2, 2016. The Debtor is represented by George J. Thomas, Esq., at Phillips & Thomas LLC. C. WONDER: Plan Administrator Okayed to Terminate Prime Clerk ------------------------------------------------------------- The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey signed the consent order authorizing Brian Ryniker, as Plan Administrator of C. Wonder LLC, et al., to terminate Prime Clerks LLC's services to the estate. On Sept. 30, 2015, counsel for the plan administrator has advised Prime Clerk in writing that he wished to terminate their services as of Oct. 31, 2015. In this relation, Prime Clerk is released and discharged as claims and noticing agent in the Debtors' bankruptcy cases effective as of Oct. 31, 2015, and will bear full responsibility in the Debtors' bankruptcy cases. As reported by the Troubled Company Reporter on Sept. 29, 2015, Judge Michael B. Kaplan entered an order confirming the First Amended Chapter 11 Joint Plan of Liquidation for C. Wonder LLC, et al. Women's wear retailer C. Wonder had 29 locations across 13 states in 2014. But due to mounting losses, C. Wonder closed most of its stores and was left with four retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and Manhasset) as of the bankruptcy filing in January 2015. About C. Wonder Founded by J. Christopher Burch in 2010, C. Wonder was a specialty retailer with retail stores in the United States. With headquarters in New York, the company sold women's clothing, jewelry, shoes, handbags and other accessories as well as select home goods under the C. Wonder brand. C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New Jersey on Jan. 22, 2015. The cases are assigned to Judge Michael B. Kaplan. The Debtors tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis Management services provider. As of the Filing Date, the Debtors had assets with a book value of $43.7 million and liabilities of $61.0 million. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors. The Creditors' Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisors. CAESARS ENTERTAINMENT: In Mediation, Executes Non-Disclosure Pact ----------------------------------------------------------------- Caesars Entertainment Operating Company, Inc. ("CEOC"), a subsidiary of Caesars Entertainment Corporation ("CEC"), on April 5 disclosed that, in connection with the commencement of a mediation process intended to move its restructuring proceedings forward, CEOC and its Chapter 11 debtor subsidiaries (the "Debtors") executed a nondisclosure agreement with certain beneficial holders of debt issued by CEOC, as well as certain of their non-Debtor affiliates. CEOC issued the following statement: The Debtors are focused on a path towards emergence from Chapter 11, and are hopeful that the mediation process will be an important step in building consensus for a resolution to our financial restructuring process by facilitating discussion and negotiation among the Debtors' key stakeholders. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CANEJAS S.A.: Hires C. Conde & Assoc. as Legal Counsel ------------------------------------------------------ Canejas, S.E., seeks authority from the Bankruptcy Court to employ Carmen D. Conde Torres, Esq., from the Law Offices of C. Conde & Assoc., as its legal counsel, to: (a) advise the Debtor with respect to its duties, powers and responsibilities in this case under the laws of the United States and Puerto Rico in which the Debtor-in-Possession conducts its operations, do business, or is involved in litigation; (b) advise the Debtor in connection with a determination whether a reorganization is feasible and, if not, help the Debtor in the orderly liquidation of its assets; (c) assist the Debtor with respect to negotiations with creditors for the purpose of arranging the orderly liquidation of assets and/or for proposing a viable plan of reorganization; (d) prepare on behalf of the Debtor the necessary complaints, answers, orders, reports, memoranda of law and/or any other legal papers or documents; (e) appear before the bankruptcy court, or any other court in which the Debtor asserts a claim interest or defense directly or indirectly related to this bankruptcy case; (f) perform other legal services for the Debtor as may be required in these proceedings or in connection with the operation of/and involvement with the Debtor's business, including, but not limited to notarial services; (g) employ other professional services, if necessary. The compensation for professional services to be rendered in this case is agreed as follows: Carmen D. Conde Torres $300 per hour (Senior Attorney) Associates $275 per hour Junior Attorney $250 per hour Paralegal or In house $150 per hour Special Clerical Services or Accounting Analyst The Debtor has agreed to reimburse the firm for its costs and expenses. The Debtor paid the firm a retainer of $15,000. Carmen D. Conde Torres represents she is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Canejas Canejas, S.E., a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. D. P.R. Case No. 16-02644) on April 4, 2016. The petition was signed by Diego Chevere as managing partner. The Debtor listed total assets of $11.1 million and total debts of $8.55 million. C. Conde & Assoc. represents the Debtor as counsel. Judge Mildred Caban Flores is assigned to the case. CARBON BEACH: Cal. App. Affirms Order Granting Fees to Receiver --------------------------------------------------------------- Builders Bank appeals from an order granting receiver fees and expenses to Receiver Robb Evans & Associates, LLC. Builders contends that Receiver is entitled to compensation for none or only some of the fees and expenses incurred after Carbon Beach filed for bankruptcy on November 3, 2009. This leads Builders to state, "After that date, the only tasks completed by the Receiver were the turn over of the subject property, followed by the Receiver defending himself in the bankruptcy court from charges of negligence and breach of fiduciary duty and attempting to get himself paid." Then Builders "submits that [Judge O'Donnell] abused [her] discretion by failing to scrutinize the Receiver's request for fees and costs for any value to [Builders] (or the receivership estate). Instead, [Judge O'Donnell] adopted an all or nothing approach???`You asked for the receivership[, so] you have to suffer the consequences, whether it was of value to you or not[.]'. . . . Essentially, [she] seemed prepared to have the Bank pay for anything the Receiver did???whether it was defending himself from alleged wrongdoing, or erroneously pursuing a jurisdictionally-barred path to payment, because the court construed those things to be `incident' to the receivership." The fees and expenses that Builders questions are any that may have been awarded with respect to Receiver's filing of the final account motions; the motion to reconsider the transfer from Judge Meier to Judge O'Donnell; efforts to reopen the bankruptcy case to obtain a remand order; and the rescheduling of the final account motions due to Receiver's failure to provide Judge O'Donnell with the remand order. Builders states: "None of the above was [its] fault, nor were any of these errors piled on errors `beneficial' in any way to [it]. Yet the trial court ordered [Builders] to pay for every penny incurred by the Receiver while he was litigating down the various cul-de-sacs described above. There is no question but that if [Builders] were an ordinary client and presented with a bill for the Receiver's or his attorney's `services', [Builders] would have ample reason not to pay it. [Builders] contends that the rubric `Receiver' should not somehow entitle him to charge for meritless, worthless or futile `work.' [??] In short, while the trial court undoubtedly has broad discretion to award fees to a receiver, that discretion must be bounded by applicable principles of law. . . . No one should have to pay for another's mistakes, especially when a cardinal consideration is whether the person to be charged benefitted[.]" Builders complains that it did not receive a benefit from Receiver's services. That is only one factor to consider, and it is not dispositive. Another factor is the identity of the person who requested the receiver. Here, that was Builders. If benefit was required, the record easily establishes it. Receiver managed the property (which secured Carbon Beach's debt), paid taxes and presided over substantial repairs, all of which added or retained value prior to the foreclosure sale. Builders also contends that it should not have to pay third party claims because Receiver was not the real party in interest and the claims were time barred. In an Order dated March 8, 2016, which is available at http://is.gd/ctT7AQfrom Leagle.com, the Court of Appeals of California, Second District, Division Two, affirmed the Order. The court ruled that it would be inequitable and against wise policy for courts and receivers to induce third parties to perform work and services on behalf of a receivership estate and then deny payment due to lapse of time before the final accounting. This would create a disincentive for third parties to contract with court-appointed receivers, it would undermine the integrity of the judicial system, and it would unjustly enrich an entity such as Builders who benefited from third party work and services, the Court held. The case is BUILDERS BANK, Plaintiff and Appellant, v. CARBON BEACH PARTNERS, LLC, Defendant; ROBB EVANS & ASSOCIATES, LLC, Receiver and Respondent, No. B259539 (Cal. App.). Plaintiff and Appellant is represented by: Richard D. Grossman, Esq. LAW OFFICES OF RICHARD D. GROSSMAN 211 W Wacker Dr #710 Chicago, IL 60606 Tel: (312)750-9308 Defendant and Respondent is represented by: Alan M. Mirman, Esq. Michal E. Bubman, Esq. Scott C. Timpe, Esq. MIRMAN, BUBMAN & NAHMIAS 21860 Burbank Boulevard, Suite 360 Woodland Hills, CA 91367 Tel: (818)451-4600 Fax: (818)451-4620 Email: amirman@mbnlawyers.com mbubman@mbnlawyers.com stimpe@mbnlawyers.com About Carbon Beach Partners Calabasas, California-based Carbon Beach Partners, LLC, owns an eight-unit, luxury condominium complex consisting of approximately 41,000 square feet, in Malibu, California. Carbon Beach filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 09-24657) on Nov. 3, 2009, Judge Geraldine Mund presiding. Cynthia Futter, Esq., at Futter-Wells PC, and Anne Wells, Esq., represent the Debtor. The Company disclosed $21,000,004 in assets and $17,463,557 in liabilities as of the Chapter 11 filing. Robb Evans & Associates, LLC, is the appointed receiver in the Debtor's case. CASPIAN SERVICES: Jeffrey Brimhall Resigns as Director ------------------------------------------------------ Caspian Services, Inc., received the resignation of Jeffrey Brimhall from the Company's board of directors on March 28, 2016, according to a Form 8-K report filed with the Securities and Exchange Commission. The Company knows of no known disagreements with Mr. Brimhall, including any disagreements regarding the Company's operations, polices or practices. About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian reported a net loss of $33.2 million on $16.4 million of total revenues for the year ended Sept. 30, 2015, compared to a net loss of $18.8 million on $29.9 million of total revenues for the year ended Sept. 30, 2014. As of Dec. 31, 2015, the Company had $33.75 million in total assets, $111.61 million in total liabilities, all current, and a total deficit of $77.86 million. Haynie & Company, P.C., in Salt Lake City, Utah, the Company's independent accounting firm, included a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2015. CHAPARRAL ENERGY: Missed $14.8M Interest Payment on 9.875% Notes ---------------------------------------------------------------- Chaparral Energy, Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that it did not make an interest payment of $14.8 million, due April 1, 2016, on the 9.875% Senior Notes, of which $298 million principal amount was outstanding on that date. The Company said if the interest payment is not made within 30 days of its due date, such failure would result in an event of default under the indenture relating to the 9.875% Senior Notes, and the trustee or holders of at least 25% in principal amount of the outstanding 9.875% Senior Notes may declare the principal and any interest immediately due and payable. The Company's election to defer the interest payment on the 9.875% Senior Notes may also result in a cross default under RBL Credit Agreement. Note Forbearance Agreements In connection with the nonpayment by Chaparral Energy of interest on certain of its 9.875% Senior Notes, on April 4, 2015, the Company and certain holders of each of the Company's 8.25% Senior Notes due 2021, the Company's 9.875% Senior Notes due 2020 and the Company's 7.625% Senior Notes due 2022 entered into forbearance agreements pursuant to which the noteholders agreed to forbear until the Note Forbearance Termination Date from the exercise of any and all rights and remedies in connection with the applicable notes indenture and applicable law on account of: (i) a default or event of default resulting from the Company's non-payment of interest when due under the 8.25% Senior Notes indenture, (ii) a default or event of default under the 9.875% Senior Notes indenture or the 7.625% Senior Notes indenture resulting from the payment default described in clause (i) or (iii) any default or event of default arising from a default for which forbearance has been obtained in another Note Forbearance Agreement or an RBL Forbearance Agreement. Under each Note Forbearance Agreement, the participating noteholders agreed to forbear from exercising remedies under until the earliest of: (a) April 15, 2016, (b) the occurrence of a different event of default under an indenture, (c) a material breach by the Company or any subsidiary guarantor of the terms of that Note Forbearance Agreement, (d) the expiration or termination of the forbearance period in another Note Forbearance Agreement or an RBL Forbearance Agreement, (e) the breach of a representation or warranty in that Forbearance Agreement by the Company or any subsidiary guarantor and (f) the exercise by any stockholder under the Company's Amended and Restated Stockholders' Agreement, dated as of April 12, 2010, of the right to compel the company to initiate or consummate a sale of all or substantially all of the equity interests in the Issuer. RBL Forbearance Agreements Also on April 4, 2015 the Company entered into forbearance agreements with (a) the Administrative Agent and a majority of the lenders under the Eighth Restated Credit Agreement, dated as of April 12, 2010, the Company., Chaparral Energy, L.L.C., Chaparral Resources, L.L.C., Chaparral CO2, L.L.C., CEI Acquisition, L.L.C., CEI Pipeline, L.L.C., Chaparral Real Estate, L.L.C., Green Country Supply, Inc., Chaparral Exploration, L.L.C., Roadrunner Drilling L.L.C., each of the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent for the Lenders and each of the other agents and parties from time to time party thereto, and (b) certain swap counterparties that may have the right to suspend payments under their swap agreements with the Company. Pursuant to the RBL Forbearance Agreements, the Administrative Agent and the majority lenders have agreed to forbear until the RBL Forbearance Termination Date (as defined below) from the exercise of any and all rights and remedies otherwise available under the Credit Agreement, related loan documents and applicable law on account of (i) a default or event of default resulting from the Company's non-payment of the default portion of any applicable interest payment, (ii) an event of default as a result of being parties to swap agreements in respect of commodities that exceed 100% of the reasonably anticipated projected production from proved reserves, (iii) an event of default resulting from the failure to provide annual financial statements for the fiscal year ended Dec. 31, 2015, without a "going concern" or like qualification or exception, (iv) specified defaults or event of defaults resulting from the non-payment of interest on the 8.25% Senior Notes or 9.875% Senior Notes when due, (v) a default or event of default resulting from failure to provide notices required by the Credit Agreement with respect to other defaults or (vi) a default or event of default under the Credit Agreement resulting from a default under any indenture with respect to which a majority in principal amount of forbearing noteholders have granted forbearance. Each Swap Counterparty that has signed the RBL Forbearance Agreement has agreed to forbear until the RBL Forbearance Termination Date from the exercise of any and all rights and remedies otherwise available under the applicable swap agreements and applicable law on account of the defaults specified in the paragraph above. Under the RBL Forbearance Agreements, the Administrative Agent, majority lenders and Swap Counterparties have agreed to forbear from exercising remedies under until the earliest of: (a) April 15, 2016, (b) the occurrence of a different event of default under the Credit Agreement, (c) a material breach by the Company or another "Credit Party" of the terms of that RBL Forbearance Agreement, (d) the expiration or termination of the forbearance period in a Note Forbearance Agreement, (e) any principal amount of "Material Indebtedness" (as defined in the Credit Agreement) becomes due prior to its scheduled maturity and (f) the breach of a representation or warranty in that RBL Forbearance Agreement by any Credit Party. As previously announced, on March 1, 2016, the Company elected not to make the interest payment on the 8.25% Senior Notes. Under the indenture governing the 8.25% Senior Notes, the failure to make the interest payment was subject to a 30-day grace period before constituting an event of default. The Company did not make the interest payment on the 8.25% Senior Notes within that 30-day grace period. As a result, an event of default occurred on April 1, 2016, and is continuing under the indenture governing the 8.25% Senior Notes, of which $384 million principal amount was outstanding on that date. While the event of default is continuing under the indenture governing the 8.25% Senior Notes, the trustee or holders of at least 25% in principal amount of the outstanding Senior Notes may declare the principal and any interest immediately due and payable. The Company's failure to make such interest payment within the 30-day grace period resulted in a cross default under the Company's credit agreement with its senior revolving lenders, which provides that any default on material indebtedness becomes an Event of Default under the RBL Credit Agreement if such default results in the acceleration of such material indebtedness or permits such acceleration with or without the giving of notice, the lapse of time or both. As of April 1, 2016, $548 million was drawn under the RBL Credit Agreement. A full-text copy of the Form 8-K report is available for free at: http://is.gd/68cO7n About Chaparral Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. The Company has capitalized on its sustained success in the Mid-Continent area in recent years by expanding its holdings to become a leading player in the liquids rich STACK play, which is home to multiple oil-rich reservoirs including the Oswego, Meramec, Osage, Woodford and Hunton formations. In addition, the Company has significant holdings in the Mississippi Lime play and a leadership position in CO2 EOR where the Company is now the third largest CO2 EOR operator in the United States based on the number of active projects. This EOR position is underscored by the Company's activity in the North Burbank Unit in Osage County, Oklahoma, which is the single largest oil recovery unit in the state. Chaparral Energy reported a net loss of $1.33 billion on $324.31 million of total revenues for the year ended Dec. 31, 2015, compared to net income of $209 million on $682 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Chaparral Energy had $1.20 billion in total assets, $1.82 billion in total liabilities and a total stockholders' deficit of $620 million. The Company's auditors Grant Thornton LLP, in Oklahoma City, Oklahoma, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company incurred a net loss of approximately $1,334 million during the year ended Dec. 31, 2015, and as of that date, the Company's current liabilities exceeded its current assets by approximately $1,522 million and its total liabilities exceeded its total assets by approximately $620 million. Also, subsequent to Dec. 31, 2015, the Company is in default on its debt obligations. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. CICERO INC: Amends 2015 Annual Report ------------------------------------- Cicero Inc. filed with the Securities and Exchange Commission an amended annual report for the fiscal year ended Dec. 31, 2015, to file an amended Item 10 within Part III, to disclose information about the Company's directors, executive officers and corporate governance. The following are the Company's directors and executive officers: Name Age Position ---- --- -------- John L Steffens 74 Director and Chairman John Broderick 66 Director and CEO/CFO Antony Castagno 48 Chief Technology Officer Ryan Levenson 40 Director Thomas Avery 62 Director Mark Landis 74 Director Bruce D. Miller 65 Director Don Peppers 65 Director The Audit Committee is composed of Mr. Mark Landis and Mr. Bruce Miller. The responsibilities of the Audit Committee include the appointment of, retention, replacement, compensation and overseeing the work of the Company's independent accountants and tax professionals. The Audit Committee reviews with the independent accountants the results of the audit engagement, approves professional services provided by the accountants including the scope of non-audit services, if any, and reviews the adequacy of the Company's internal accounting controls. The Audit Committee met formally four times during our fiscal year ended Dec. 31, 2015. Code of Ethics and Conduct The Company's Board of Directors has adopted a code of ethics and a code of conduct that applies to all of the Company's Directors, Chief Executive Officer, Chief Financial Officer, and employees. A copy of the Form 10-K/A is available at no charge at: http://is.gd/v3dHfh About Cicero Inc. Cary, N.C.-based Cicero, Inc., provides business integration software solutions and also provides technical support, training and consulting services as part of its commitment to providing customers with industry-leading solutions. The Company focuses on the customer experience management market with emphasis on desktop integration and business process automation with its Cicero XM(TM) products. Cicero XM enables the flow of data between different applications, regardless of the type and source of the application, eliminating redundant entry and costly mistakes. Cicero Inc. reported a net loss applicable to common stockholders of $3.81 million on $1.94 million of total operating revenue for the year ended Dec. 31, 2015, compared to a net loss applicable to common stockholders of $4.05 million on $1.90 million of total operating revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Cicero had $3.16 million in total assets, $10.44 million in total liabilities and a total stockholders' deficit of $7.27 million. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CINCINNATI TERRACE: Objections Filed on Motion to Retain Scura -------------------------------------------------------------- Madison Realty Investments, Inc., has filed a limited objection to the motion of Cincinnati Terrace Plaza Retail, LLC, to retain Scura Wigfield Heyer & Stevens LLP as counsel. The creditor asks the Bankruptcy Court to defer granting the application until the Debtor filed Form 2016b and allows a corresponding objection period. Madison Realty is represented by: W. Peter Ragan, Esq. RAGAN & RAGAN, PC 3100 Route 138 West Brinley Plaza, Building One Wall, New Jersey 07719 Tel: (732) 280-4100 Fax: (732) 280-4112 E-mail: wpr@raganlaw.com Trainon LLC has also filed a limited objection to the application of Scura Wigfield Heyer & Stevens LLP as counsel. This bankruptcy is related to the bankruptcy of Alan Glenn Friedberg (Case #15-15934 and Adversary #15-1944, both pending before Your Honor). Mr. Friedberg's LLC, Gression Holdings, LLC owns 50% of the stock of Cincinnati Terrace Plaza Retail, LLC, while the other 50% is owned by Trainon, LLC, which is controlled by Angelo Slabakis. Cincinnati Terrace Plaza Retail, LLC, filed this bankruptcy without proper corporate authority. The bankruptcy was filed in bad faith on the eve of Confirmation of the Ohio State Court Receiver's auction. Mr. Friedberg previously represented before this Court, through his counsel, that he was not moving in his individual bankruptcy to stay the auction sale. Mr. Friedberg called an emergency meeting of the Board of Directors of this Debtor on Thursday, February 18th by e-mail. Although Mr. Slabakis objected to the extremely short notice of the meeting, the service by e-mail, the meeting took place in under an hour and this Chapter 11 bankruptcy was filed without the authorization of Mr. Slabakis nor Trainon, LLC. The bankruptcy petition and Application in Support of Retention are signed by Lionel Nazario. Mr. Nazario is without authority on behalf of this Debtor LLC to sign the petition. Mr. Slabakis asserts that Mr. Nazario is neither a shareholder nor a member of the LLC. Trainon is represented by: GORSKI & KNOWLTON PC Carol L. Knowlton Allen I. Gorski 311 Whitehorse Avenue Hamilton, New Jersey 08610 Tel: (609)964-4000 Fax: (609)585-2553 Email: AGORSKI@GORSKIKNOWLTON.COM About Cincinnati Terrace Plaza Retail Cincinnati Terrace Plaza Retail, LLC, and its affiliated entities, Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC, together own real property located at 15 West 6th Street, Cincinnati, Ohio and commonly known as Terrace Plaza. Terrace Plaza is a 19-story commercial mixed-use building consisting of a total of 600,000 square feet of space. The building is currently occupied by retail tenants on the ground floor, floors two through seven are purposed for office tenants, and floors eight through nineteen is purposed for hotel rooms. Only the retail portion of the building is occupied. Cincinnati Terrace Plaza Retail is the owner of the ground floor retail space. At the behest of mortgage holder Madison Realty Investments, Inc., the state court appointed Prodigy Properties, LLC, as receiver for the Property. The receiver conducted a sale process and Madison was the high bidder at sale with a credit bid of $7,000,000. Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio, filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-13384) on Feb. 25, 2016, to regain control of the property. The petition was signed by Lionel Nazario, member. David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP, serves as the Debtor's counsel. The case is assigned to Judge Vincent F. Papalia. Cincinnati Terrace estimated $10 million to $50 million in assets; and $1 million to $10 million in liabilities. CLEO HEALTHCARE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Cleo Healthcare Services Inc. Cleo Healthcare Services Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-30981) on February 26, 2016. The Debtor is represented by Rolfe W. Goode, Esq., at Law Offices of Rolfe W. Goode. CONGREGATION ACHPRETVIA: 163 East 69 Realty Wants Case Dismissed ---------------------------------------------------------------- 163 East 69 Realty, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to dismiss Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc.'s Chapter 11 case. In the alternative, 163 East 69 Realty asks the Court to abstain from hearing the proceeding originally commenced in the Supreme Court of the State of New York, entitled 163 East 69 Realty v. Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., a New York Religious Corporation, bearing index number 161573/2015 and bearing District Court Case No. 1:16-cv-0166-VM ("State Court Action") and remanding, pursuant to 28 U.S.C. Section 1452(b), the State Court Action back to State Court. 163 East 69 Realty asserts that the Debtor's Case must be dismissed. It contends that the Case was filed in order to remove to the Court a pending state court action commenced by the Purchaser for specific performance of a prepetition contract for the sale of the Debtors' vacant building (its sole asset), located at 163 East 69th Street, New York, New York (the "Building"). 163 East 69 Realty tells the Court that the Debtor's schedules value the Building at $18 million. It further tells the Court that the total scheduled debt in the case is $472,502. 163 East 69 Realty relates that prior to the filing of the bankruptcy case, it had obtained, an order to show cause ("OSC") which included a temporary restraining order (the "TRO") from the State Court. The TRO enjoined the Debtor from selling or taking steps or acts to sell the subject property to any other purchaser. The OSC also scheduled a hearing for Jan. 19, 2016 to consider, among other things, the issuance of a preliminary injunction and the entry of an order directing the Debtor to commence an action in the State Court "seeking the State Court's and/or the New York State Attorney General's approval of the sale of the [subject premises]" to Purchaser 163 East 69 Realty. 163 East 69 Realty contends that the Debtor commenced the case by filing a voluntary petition on January 15, 2016, just four days prior to the scheduled hearing before the State Court. It further contends that although the bankruptcy filing stayed the January 15, 2016 hearing, the TRO remains in effect. 163 East 69 Realty tells the Court that despite the continued existence of the TRO, the Debtor announced at the initial case conference held before the Court on March 3, 2016, that there was a $14 million offer from an undisclosed third party to purchase the Building and that the Debtor's proposed special real estate counsel was in the process of finalizing a contract in connection with that offer. 163 East 69 Realty asserts that there is no evidence or suggestion whatsoever that any of the secured or unsecured creditors was exerting any financial pressure on the Debtor during the period leading to the filing of the case. It further asserts that the Debtor faced a hearing before the State Court that could have resulted in an order directing it to commence an action seeking State Court approval or the Approval of the New York State Attorney General ("NYAG") approving the sale of the Building to the Purchaser. On March 4, 2016, the Debtor filed with the State Court a notice of removal of the State Court Action and the litigation has been assigned a docket in the United States District Court for the Southern District of New York. 163 East 69 Realty avers that the Debtor filed its voluntary chapter 11 petition with the express intention of removing the matter to the bankruptcy court, rejecting the Contract and seeking permission to sell the Building to another party. On March 15, the Debtor's counsel sent United States District Court Judge, Victor Marrero, a request that the matter be referred to the Bankruptcy Court. 163 East 69 Realty is represented by: Frederick E. Schmidt, Jr., Esq. COZEN O'CONNOR 277 Park Avenue New York, NY 10172 Telephone: (212)883-4900 Facsimile: (646)588-1552 E-mail: eschmidt@cozen.com CONGREGATION ACHPRETVIA: Has $14M Offer for 69th Street Property ---------------------------------------------------------------- Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to approve bidding procedures, as well as its entry into a stalking horse contract and bid protections in connection with the sale of its real property located at 163 East 69th Street, New York, New York ("Property"). Prior to the Debtor's filing for bankruptcy protection, 163 East 69 Realty LLC commenced litigation in the fall of 2015 relating to a contract for the sale of the Property ("Prepetition Contract"). 163 East 69 Realty filed the action against the Congregation (the "State Court Action") seeking specific performance directing the Congregation to commence an action in the Supreme Court of the State of New York ("Supreme Court") for authorization from the Supreme Court and the New York State Attorney General to sell the Property pursuant to the Prepetition Contract. Prior to the litigation, the Prepetition Contract was neither approved by the Supreme Court nor by the Office of the New York State Attorney General. The Debtor relates that it has now entered into the Stalking Horse Contract with 69th Street Capital LLC (the "Purchaser") for $14 million, a price that is more than $4 million more than the Prepetition Contract. The Debtor intends to retain a commercial real estate broker and market the Property and use the Stalking Horse Contract as a stalking horse for the eventual auction to sell the Property in order to maximize the value of the Property. The proposed Bidding Procedures contain, among others, the following relevant terms: (a) Bid Deadline: [TBD] at 5:00 p.m. (b) Bid Amount: The consideration proposed by the Bid must include only cash or other consideration acceptable to the Debtor in an amount no less than $15,185,000. (c) Auction: If the Debtor receives at least two qualified bids, the Debtor will conduct an auction to consider all Qualified Bids and determine the highest or otherwise best Bid with respect to the Property. The Auction will commence on [TBD] at the offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, Ninth Floor, New York, New York 10022. (d) Sale Hearing: The Debtor's sale of the Property to the Successful Bidder will be subject to the approval of the Successful Bid by the Court at the Sale Hearing, which will be conducted by the Court on [TBD] or at such other time as the Bankruptcy Court determines. (e) Break-up Fee: $420,000 (3% of Stalking Horse Contract purchase price) and reimbursement of reasonable expenses, including, without limitation, attorneys' fees and other costs not to exceed $15,000. The Stalking Horse Contract contains, among others, these relevant terms: (a) Purchase Price: $14 million (b) The Purchase Price will be payable as follows: (i) $500,000 Downpayment upon the signing of this Agreement, by bank check drawn on a member bank of the New York Clearinghouse Association, payable to Robinson Brog Leinwand Greene Genovese & Gluck P.C. ("Escrow Agent"), subject to collection. The Downpayment will be held by Escrow Agent and disbursed in accordance with the terms and conditions of the Agreement. (ii) The balance of the Purchase Price will be paid to Seller on the Closing Date, subject to the apportionments, adjustments and credits referenced in Section 3.2 of the Agreement, simultaneously with the delivery of the Deed by federal funds wire transfer of immediately available funds to an account at such bank or banks as will be designated by Seller. Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., is represented by: A. Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Telephone: (212)603-6300 E-mail: amg@robinsonbrog.com About Congregation Achpretvia Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn, New York, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. Judge Michael E. Wiles presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the Debtor's counsel. In its petition, the Congregation listed total assets of $18 million and total liabilities of $472,502. The petition was signed by Harold Friedlander, vice president. CONSTELLATION BRANDS: Possible IPO Won't Affect Moody's Ba1 Rating ------------------------------------------------------------------ Moody's Investors Service said that Constellation Brands' (Ba1, stable) announcements during its fourth quarter earnings call that it will purchase the Prisoner Wine Company and consider an IPO for part of its Canadian business are credit positives. The moves do not affect the current Ba1 rating as financial policy has not changed. Headquartered in Victor, New York, Constellation Brands, Inc. ("Constellation", or "STZ") is a leading alcoholic beverage company with a broad portfolio of premium brands across the wine, spirits, and imported beer categories. Major brands in the company's portfolio include Corona, Modelo, Pacifico, Ballast Point, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone, Nobilo, Kim Crawford, Meiomi, Inniskillin, Jackson-Triggs, Arbor Mist, Black Velvet Canadian Whisky, Casa Noble, and SVEDKA vodka. The company's fiscal year 2016 net sales were about $6.5 billion, with about 55% of its net revenues coming from beer and the rest from wine and spirits. DANDRIT BIOTECH: Agrees to Purchase OncoSynergy ----------------------------------------------- DanDrit Biotech USA, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that it has entered into an asset purchase agreement to acquire certain assets and liabilities of OncoSynergy, Inc., a privately-held Delaware corporation that develops novel oncology drug candidates. The purchase price for the acquisition consists of (i) a number of shares of common stock, par value 0.0001 of the Company equal to the number of shares of Common Stock outstanding immediately prior to the closing of the acquisition, and (ii) derivative securities (including any option, right, warrant, call, convertible security, right to subscribe, conversion right or other agreement or commitment immediately outstanding prior to the closing, if any), of like tenor, exercisable or convertible into a like number of shares of Common Stock, and having rights, preferences, terms and conditions consistent in all respects with such outstanding derivative securities. Immediately following the closing, OncoSynergy will hold 50% of the capital stock of the Company on a fully diluted basis, assuming the exercise or conversion in full of all outstanding derivative securities of the Company. Based in San Francisco, OncoSynergy develops novel oncology drug candidates including the first-in-class FDA orphan drug designated anti-CD29 monoclonal antibody, OS2966. The acquisition is subject to certain conditions, among others the approval from DDRT's shareholders. In addition, certain of the respective stockholders of the parties have agreed to provide an equity injection of US$3 million each while each party's funding obligation is reduced by the equity injection already contributed by that party since Nov. 1, 2015, until the closing. Upon the closing of the acquisition, OncoSynergy employees will be integrated into DanDrit Biotech USA Inc. OncoSynergy co-founder and CEO, Shawn Carbonell, MD, PhD will become chief science officer and Anne-Marie Carbonell, MD will assume the role of chief medical officer. DanDrit intends on moving global operations to San Francisco and adopting a new global name -- OncoSynergy -- upon shareholder approval. Dr. Eric Leire, CEO, DanDrit Biotech USA noted: "We look forward to completing this transaction and building upon the progress that our colleagues at OncoSynergy have achieved in creating a portfolio of innovative oncology technologies. We believe the acquisition of OncoSynergy adds significant value through its R&D strengths and will advance both companies' clinical programs." Dr. Shawn Carbonell, CEO of OncoSynergy said: "OncoSynergy's Resistance Mechanism Inhibitors enable potential synergies with modern immuno-oncology approaches, including DanDrit's MCV program. Therefore, we believe this transaction is a major step towards our mutual goal of producing durable outcomes in oncology and will enable us to accelerate the clinical development of our drug candidates globally together with our international collaborators." About DanDrit DanDrit Biotech USA, Inc., a biotechnology company, develops vaccine for the treatment of colorectal cancer primarily in the United States, Europe, and Asia. Its lead compound includes MelCancerVac(MCV), a cellular therapy, which is in a comparative Phase IIb/III clinical trial for advanced colorectal cancer. It also develops MelVaxin that is similar to the lysate component of MCV for injecting into the skin to promote natural dendritic cell responses that will attack the tumor expressing cancer/testis antigens. The company was founded in 2001 and is headquartered in Copenhagen, Denmark. For the year ended Dec. 31, 2014, the Company reported a net loss of $2.37 million on $0 of net sales compared to a net loss of $2.15 million on $32,768 of net sales for the year ended Dec. 31, 2013. As of Dec. 31, 2015, the Company had $1.33 million in total assets, $893,914 in total liabilities and $441,772 in total stockholders' equity. DISCOVER FINANCIAL: Fitch Affirms 'BB-' Rating on Preferred Stock ----------------------------------------------------------------- Fitch Ratings has affirmed Discover Financial Services' (DFS) Long-term Issuer Default Rating (IDR) at 'BBB+' and short-term IDR at 'F2'. The Rating Outlook is Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer finance companies, which comprises five publicly rated firms. KEY RATING DRIVERS VR, IDRs, AND SENIOR DEBT The rating affirmations and Stable Outlook reflect DFS's strong franchise supported by its owned payments network, peer-superior credit performance, strong and consistent financial performance over time, diverse funding base, ample liquidity, strong risk-adjusted capitalization, robust corporate governance and risk frameworks, and seasoned management team. Rating constraints include DFS's concentrated and cyclical business model, potential funding sensitivity associated with wholesale and internet deposit funding sources, the likelihood of asset quality reversion from current levels, and continued elevated regulatory, legislative and litigation risk. Furthermore, ratings remain constrained by DFS's weaker relative market position within the increasingly competitive payments industry, as evidenced by its smaller market share compared to payment network peers (e.g. Visa, MasterCard and American Express) and general purpose credit card issuers (JP Morgan Chase, Bank of America, and Citigroup). Fitch views Discover's ability to generate strong and consistent operating performance over time as a ratings strength. While net income of approximately $2.3 billion in 2015 was essentially flat compared to the prior year, the results were impacted by a number of non-recurring items in both 2014 and 2015. Excluding these items, Fitch estimates that full-year 2015 net income was down 3% year-over-year driven primarily by a 5% year-over-year increase in provision expense. Nonetheless, Discover's return on equity remained strong at 21%. Fitch expects operating performance to remain solid in 2016. That said, financial performance will continue to face downward pressure from a number of factors including an increasingly competitive environment resulting in elevated rewards costs, the negative impact of lower gasoline prices on purchase volume unless consumers redirect fuel savings toward other purchases, normalizing credit performance, and lower fee income stemming from the discontinuation of certain payment protection products and exit of the mortgage origination business. Given these dynamics, Fitch expects revenue growth to be moderate. Credit performance is expected to remain relatively stable in 2016 although charge-offs and delinquencies will likely start to normalize from historically low levels. Fitch expects provision expenses to increase further in 2016 driven primarily by the seasoning of balances stemming from new account growth in recent years, as well as some modest deterioration in credit metrics. Credit card net charge-offs decreased 5 basis points (bps) to 2.22% in 2015, and remained well below other top credit card issuers and the industry average. Reserve coverage for credit card loans remained strong at 2.68% of loans and 156% of loans 30+ past due at Dec. 31, 2015. Discover is well positioned for further increases in interest rates by the Federal Reserve. At Dec. 31, 2015, assuming an immediate 100bps increase in interest rates, DFS estimates that net interest income over the following 12-month period would increase by approximately $217 million, or 3%. However, the interest rate sensitivity of the online deposit channel is untested during periods of steadily rising interest rates. Discover remains well capitalized. The Tier I common (T1C) ratio declined 20bps year-over-year to 13.9% in 2015 and the tangible common equity / tangible asset ratio declined 40bps to 11.9% in 2015. Both metrics compare favorably to peers. Additionally, DFS performed very well relative to peers in the Federal Reserve's most recent Comprehensive Capital Analysis and Review. As part of this review, DFS received a non-objection related to its capital plan in March 2015. DFS plans on submitting its 2016 CCAR application this month (April), with results expected to be released by the end of June. Fitch expects Discover's Tier 1 Common ratio to gradually decline over time before normalizing at a level in the low double digits. In this scenario, Fitch believes Discover would remain adequately capitalized relative to existing ratings. Discover maintains adequate liquidity with strong risk oversight. At Dec. 31, 2015, Discover's liquidity portfolio amounted to $12.1 billion (or 14% of tangible assets), and excluding deposits, the company does not have any contractual unsecured debt maturities until 2017. Fitch views Discover's liquidity position as strong and, when combined with future asset repayments, provides adequate sources to fund growth and meet its upcoming debt obligations. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES DFS's subordinated debt rating is rated one notch below the entity's VR of 'bbb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The subordinated note rating includes one notch for loss severity given the subordination of these securities in the capital structure, and zero notches for non-performance given contractual limitations on interest payment deferrals and no mandatory trigger events which could adversely impact performance. DFS's preferred stock ratings are rated five notches below DFS's VR of 'bbb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The preferred stock ratings include two notches for loss severity given these securities' deep subordination in the capital structure, and three notches for non-performance given that the coupons of these securities are non-cumulative and fully discretionary. LONG-AND SHORT-TERM DEPOSIT RATINGS Discover Bank's uninsured deposit ratings of 'A-/F2' are rated one notch higher than their respective IDRs because U.S. uninsured deposits benefit from depositor preference in the U.S. Fitch believes this preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY DFS's IDR and VR are equalized with its bank subsidiary, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR DFS has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, DFS is not systemically important and therefore, the probability of sovereign support is unlikely. DFS's IDRs and VRs do not incorporate any support. RATING SENSITIVITIES VR, IDRs, AND SENIOR DEBT The Stable Outlook reflects Fitch's view that positive rating momentum is relatively limited over the outlook horizon. Longer term, rating momentum could be driven by consistent market share gains in card-based payments, increased revenue diversity, and sustained strong credit performance in non-card loan categories through the credit cycle. Other factors that could support positive rating actions include further clarity on regulatory and legislative issues (particularly as it relates to the student loan sector) and enhanced funding flexibility. In particular, the durability of DFS's internet-based deposit platform in a rising interest rate environment will be a key consideration in evaluating the strength of the company's funding profile. Negative rating action could be driven by a steady decline in profitability resulting from slowing loan growth, yield compression, and/or a severe degradation in credit performance, a weakening liquidity profile, significant reductions in capitalization, and/or potential new and more onerous rules and regulations. Negative rating momentum could also be driven by an inability of DFS to maintain its competitive position and earnings prospects in an increasingly digitized payments and consumer lending landscape. The senior unsecured debt ratings are primarily sensitive to changes in the long-term IDRs of DFS and Discover Bank. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The subordinated debt ratings are directly linked to Discover Bank's VR and would move in tandem with any changes in the VR. The preferred stock ratings are directly linked to DFS's VR and would move in tandem with any changes in DFS's credit profile. LONG-AND SHORT-TERM DEPOSIT RATINGS Discover Bank's uninsured deposit ratings are rated one notch higher than the IDR. The deposit ratings are primarily sensitive to any change in DFS's long- and short-term IDRs. HOLDING COMPANY Should DFS's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential Fitch could notch the holding company IDR and VR from the ratings of the bank subsidiary. SUPPORT RATING AND SUPPORT RATING FLOOR Since DFS's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch affirms these ratings: Discover Financial Services -- Long-term IDR at 'BBB+'; -- Short-term IDR at 'F2'; -- Viability Rating at 'bbb+'; -- Senior unsecured debt at 'BBB+'; -- Preferred stock at 'BB-'; -- Support at '5'; -- Support Floor at 'NF'. Discover Bank -- Long-term IDR at 'BBB+'; -- Short-term IDR at 'F2'; -- Viability Rating at 'bbb+'; -- Short-term Deposits at 'F2'; -- Long-term Deposits at 'A-'; -- Senior unsecured debt at 'BBB+'; -- Subordinated Debt at 'BBB'; -- Support at '5'; -- Support Floor at 'NF'. The Rating Outlook is Stable. DOCTORS COMMUNITY: Fitch Affirms 'BB+' Rating on 2010/2007A Bonds ----------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on these revenue bonds issued by the Maryland Health and Higher Educational Facilities Authority issued on behalf of Doctors Community Hospital (DCH): -- $81,730,000 fixed rate bonds, series 2010; -- $58,090,000 fixed rate bonds, series 2007A. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of all receipts, a mortgage on the hospital, and a debt service reserve fund. KEY RATING DRIVERS POSITIVE FINANCIAL TREND: Under Maryland Global Budget (GBR) program, DCH's profitability improved substantially over the last three fiscal years. Operating margin was 2.7% in the fiscal year ended June 30, 2015 and 4.6% in the eight-month interim period ended Feb. 29, 2016. The improvement has been largely driven by a combination of the Maryland Global Budget Revenue (GBR) program and diligent expense management. The GBR program's revenue target provides a predictable revenue stream for DCH, mitigating exposure to revenue volatility often observed in smaller providers. WEAK LIQUIDITY: Liquidity metrics remain very weak and continue to be a key credit concern. Days cash on hand of 85.1, 4.4x cushion ratio, and 34.5% cash to debt at Feb. 29, 2016 compared unfavorably against peers in the below investment grade category as well as other providers operating under Maryland GBR. However, absolute levels of cash and investments have exhibited steady growth since FYE 2013. HIGH DEBT BURDEN: Debt burden is high with $10.9 million in annual debt service, which equated to 5.1% of 2015 revenues compared to the below investment grade median of 4.4%. Debt to EBITDA of 6.3x and debt to capitalization of 74.8% also compare unfavorably against the below investment grade medians. Debt service is level through 2038 and will likely limit liquidity growth without further improvement in cash flow. IMPROVING DEBT SERVICE COVERAGE: Maximum annual debt service (MADS) coverage by operating EBITDA improved to 2.1x in fiscal 2015 compared to 1.7x in 2014 and 1.4x in 2013. MADS coverage increased again in the eight-month interim 2016 period to 2.5x. RATING SENSITIVITIES LIQUIDITY GROWTH NEEDED: While DCH is expected to benefit from improved operational and financial stability under the GBR program, a return to investment grade rating will be dependent on recovery of liquidity ratios to levels consistent with the 'BBB' rating category. CREDIT PROFILE DCH is a 163-licensed bed hospital located in Lanham, MD, a suburb of Washington D.C. Fitch's analysis is based on Doctors Community Hospital and Subsidiaries, which generated $213.9 million in total operating revenues in fiscal 2015. The obligated group is the hospital only and accounted for over 100% of total assets and 89% of total revenue of the entire entity in 2015. Maryland Global Budget Revenue Program DCH's continued financial improvement in 2015 reflects the benefit of participation in the GBR program that the State of Maryland implemented under the state's Medicare Waiver. The GBR program was introduced in 2013, offering participants a fixed revenue stream designed to reimburse hospitals for managing care in the most appropriate cost setting. The amount of hospital revenue is known before the start of the fiscal year and is adjusted annually. As the first participant, DCH began receiving a fixed revenue base beginning July 1, 2013 (fiscal 2014) based on factors including service area demographics, utilization trends, and market position. For fiscal 2017, GBR rate increase is estimated to be around 2%. Thus far, the GBR program has yielded tangible benefits to DCH, as evidenced in the recovery in overall financial profile since its implementation. A stable revenue base has provided financial cushion while positioning the organization to meet the changing healthcare needs of the community. In fiscal 2014 and 2015, admissions declined and outpatient volume began recovering. Combined with diligent expense control, overall financial improvements have been material. Further, DCH has been actively employing physicians, facilitating revenue growth outside of GBR and expanding its clinical network. Going forward, DCH's ability to coordinate care delivery while directing patients to the most cost-effective setting will remain essential. GBR revenues can change based on various factors including market shifts, readmissions, and population growth. DCH received bonuses in fiscal 2016 (for calendar 2014 results) but expects penalties in fiscal 2017 (for calendar 2015 results), as incremental improvements become harder to achieve. Sustained Positive Profitability Profitability has recovered consistently since recording a negative 1.5% operating margin in fiscal2013. Largely driven by revenue stability under GBR, the positive trend continued through fiscal 2015 and in the eight-month interim period ended Feb. 29, 2016 with operating margins of 2.7% and 4.6%, respectively, which compares well against Fitch's 'BBB' median of 0.6%. Similarly, operating EBITDA margins were 10.7% in 2015 and 11.9% in the interim period, compared to the 'BBB' median of 7.7%. Management anticipates sustaining current profitability levels in fiscal 2016, which Fitch believes is achievable. Management reported some growth in inpatient volume in fiscal 2016, but thus far the increased demand has not negatively affected overall profitability from its fixed revenue stream. Management attributes maintenance of healthy operating margins to diligent expense management across the organization. Capital Planning DCH's capital plans remain manageable for the foreseeable future. Operating room renovations are complete and were paid with remaining bond proceeds from prior issuances. Capital spending is budgeted at $5.1 million for fiscal 2017, compared to depreciation levels at around $10 million. Weak Liquidity Unrestricted cash and investments totaled $48.2 million at Feb. 29, 2016, equating to 85 DCOH, 4.4x cushion ratio, and 34.5% cash to debt, which remains unfavorable within the 'BB' rating category and against other Maryland issuers under the all-payor rate system. While improved cash flows and manageable capital spending has reversed the trend of declining liquidity, future growth is somewhat limited by high debt service requirements of nearly $11 million annually. As a result, Fitch believes current liquidity levels provide limited cushion from operating variability despite manageable future capital needs. Further liquidity growth would be key in returning to an investment grade rating. DEBT PROFILE As of Feb. 29, 2016, long-term debt totaled $139.8 million, generating MADS of $10.9 million. Debt burden is high as measured by MADS as a percentage of revenue of 5.1% and 6.2x debt to EBITDA in fiscal 2015 compared to the below investment grade medians of 4.4% and 5.1x. MADS coverage improved to a 2.1x in fiscal 2015 and 2.5x in the interim 2016 period, which is improved from a recent low of 1.4x in fiscal 2013. Further, MADS coverage by the obligated group, as calculated under the bond documents, was stronger at 3.3x through the six-month interim period ended Dec. 31, 2015. All debt is fixed and there are no swaps outstanding. E Z MAILING: Seeks Approval for BankDirect Premium Financing ------------------------------------------------------------ E Z Mailing Services Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of New Jersey for authorization to enter into a Commercial Insurance Premium Financing and Security Agreement with BankDirect Capital Finance. The Debtors contend that in the ordinary course of business, they must maintain insurance policies providing coverage for auto physical damage and an umbrella. The Debtors further contend that these Policies are essential to the preservation of the Debtors' business and assets, and, in many cases, such insurance coverage is required by various regulations, laws, and contracts that govern the Debtors' business conduct. The Debtors relate that the Policies have been renewed post-petition effective March 1, 2016, and a down payment and premium payments are due no later than the end of March. The Debtors further relate that they have agreed with BankDirect on the terms of the Agreement to fund the premiums due under the renewing Policies. Pursuant to the Agreement, BankDirect will provide financing to Debtors to pay the premiums under the Policies. The total amount financed under the Agreement is $849,934, which includes: (a) a premium and tax/stamp fees of $462,951 for 12 months of coverage under an auto physical damage policy, (b) a premium of $241,983 for 12 months of coverage under an umbrella policy, and (c) $145,000 for fees (the "Risk Management Fee") payable to Arthur J. Gallagher Risk Management Services Inc., the Debtors' risk manager and insurance broker ("Risk Manager"). Under the Agreement, Debtors are required to immediately pay BankDirect a down payment of $202,000, and to pay BankDirect the remaining premiums at $65,870 per month beginning on April 1, 2016 for a period of 10 months. The interest rate on the Premium Finance Agreement is 3.61% per annum. The Debtors will have paid all obligations under the Premium Finance Agreement in full on January 1, 2017. The payment of these amounts is contained within the cash collateral budget. As collateral to secure the repayment of the indebtedness due under the Agreement, the Agreement would grant to BankDirect a lien and security interest in "each Policy and all amounts which are or may become payable to [Debtors] under or with reference to the Policies including, among other things, any gross unearned premiums, dividend payments, and all payments on account of loss which results in reduction of any unearned premium in accordance with the term(s) of said Policies." An Event of Default will occur under the Agreement if Debtors fail to make a monthly installment payment under the Agreement, fail to comply with the Agreement, or a Policy is cancelled. In such event, the Agreement appoints BankDirect as Debtors' attorney-in-fact with the irrevocable power to cancel the Policies and apply to the Debtors' account the unearned or returned premiums. E Z Mailing Services Inc. and its affiliated Debtors are represented by: Warren J. Martin, Jr., Esq. Michael J. Naporano, Esq. Kelly D. Curtin, Esq. Rachel A. Parisi, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, NJ 07962 Telephone: (973)538-4006 Facsimile: (973)538-5146 E-mail: wjmartin@pbnlaw.com mjnaporano@pbnlaw.com kdcurtin@pbnlaw.com raparisi@pbnlaw.com About E Z Mailing Services Inc. E Z Mailing Services Inc. and United Business Freight Forwarders are transportation logistics companies whose customers include Macy's, Walmart, JC Penny and Forever 21. After primary lender PNC Bank declared a default and demanded immediate payment of $4.2 million, which resulted to a customer freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616, respectively) on Jan. 13, 2016. Ajay Aggarwal, the president, signed the petitions. The Debtors each estimated assets and liabilities in the range of $10 million to $50 million. Judge Stacey L. Meisel presides over the cases. Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors. Bederson LLP's Edward Bond is serving as CRO and crisis manager of the Debtors. EAST ORANGE: CohnReznick Okayed as Panel's Financial Advisor ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of East Orange General Hospital, Inc., et al., to retain OF CohnReznick LLP as its financial advisor nunc pro tunc to Nov. 24, 2015. CohnReznick is expected to, among other things: a) at the request of Committee's counsel, analyze and review key motions to identify strategic financial issues in the case; b) gain an understanding of the Debtors' corporate structure, including non-Debtor entities; c) perform a preliminary assessment of the Debtors' DIP/cash collateral budgets; and d) establish reporting procedures that will allow for the monitoring of the Debtors' post-petition operations and sales efforts. CohnReznick has advised the Committee that it will offer a ten 10% discount to its currently hourly rates: Professional Hourly Rate ------------ ----------- Partner/Senior Partner $600 - $810 Manager/Senior Manager/Director $440 - $630 Other Professional Staff $295 - $430 Paraprofessional $195 To the best of the Committee's knowledge, CohnReznick is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About East Orange General Located in East Orange, New Jersey, East Orange General Hospital is 211-bed hospital that claims to be the only independent, fully accredited, acute-care hospital in Essex County and is a recognized leader in behavioral health services, renal dialysis, wound care, diagnostic services, emergency services, and family health care. East Orange General Hospital, Inc. and parent Essex Valley Healthcare, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10, 2015. Martin A. Bieber, the interim president and chief executive officer, signed the petitions. East Orange General Hospital, Inc., in an amended summary disclosed total assets of $36,686,168 adtotal liabilities of $37,374,246. It previously disclosed total assets of $36,686,168 and total liabilities of $37,376,204. The Debtors have engaged Lowenstein Sandler LLP as counsel, PricewaterhouseCoopers LLP as financial advisor, McCarter & English, LLP as special transactional counsel, and Prime Clerk LLC as claims, noticing and balloting agent. Judge Vincent F. Papalia has been assigned the case. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera & Sodono, P.C. Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23, 2015. Ms. Katz is a member of the law firm of Saul Ewing, LLP, which also serves as her counsel in the Ch. 11 case. As reported by the Troubled Company Reporter on March 31, 2016, Judge Vincent F. Papalia has authorized East Orange General Hospital to change its name to EOGH Liquidation, Inc. in relatin to the sale of substantially all of the Debtors' assets to Prospect EOGH, Inc. The Sale closed as of Feb. 29, 2016. EAST ORANGE: Has $36.7MM in Assets, $37.4MM in Liabilities ---------------------------------------------------------- East Orange General Hospital, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property Unknown B. Personal Property $36,686,168 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,572,890 E. Creditors Holding Unsecured Priority Claims $123,853 F. Creditors Holding Unsecured Non-Priority Claims $27,677,503 ----------- ----------- Total $36,686,168 $37,374,246 On Dec. 16, 2015, the Debtor disclosed total assets of $36,686,168 and total liabilities of $37,376,204. A copy of the schedules is available for free at: http://bankrupt.com/misc/EastOrangeGeneral_175_Dec16_SAL.pdf About East Orange General Located in East Orange, New Jersey, East Orange General Hospital is 211-bed hospital that claims to be the only independent, fully accredited, acute-care hospital in Essex County and is a recognized leader in behavioral health services, renal dialysis, wound care, diagnostic services, emergency services, and family health care. East Orange General Hospital, Inc. and parent Essex Valley Healthcare, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10, 2015. Martin A. Bieber, the interim president and chief executive officer, signed the petitions. The Debtors have engaged Lowenstein Sandler LLP as counsel, PricewaterhouseCoopers LLP as financial advisor, McCarter & English, LLP as special transactional counsel, and Prime Clerk LLC as claims, noticing and balloting agent. Judge Vincent F. Papalia has been assigned the case. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera & Sodono, P.C. Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23, 2015. Ms. Katz is a member of the law firm of Saul Ewing, LLP, which also serves as her counsel in the Ch. 11 case. As reported by the Troubled Company Reporter on March 31, 2016, Judge Vincent F. Papalia has authorized East Orange General Hospital to change its name to EOGH Liquidation, Inc. in relatin to the sale of substantially all of the Debtors' assets to Prospect EOGH, Inc. The Sale closed as of Feb. 29, 2016. EAST ORANGE: Lowenstein Sandler Approved as Bankruptcy Counsel -------------------------------------------------------------- The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey authorized East Orange General Hospital, Inc., et al., to employ Lowenstein Sandler LLP as counsel, nunc pro tunc to the Petition Date. Lowenstein Sandler is expected to, among other things: a) provide the Debtors with advice and prepare all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; b) take all necessary actions to protect and preserve the Debtors' estates during the pendency of these Chapter 11 Cases, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved and objecting to claims filed against the estates; and c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and papers in connection with the administration of these Chapter 11 cases. Prior to the Petition Date, Lowenstein Sandler was retained to represent the Debtors in the cases. Lowenstein Sandler was paid a retainer of $400,000 for its prepetition services in connection with the cases. The Debtors are advised that Lowenstein Sandler has been paid for all amounts owed for legal services rendered prior to the Petition Date in connection with the cases and is holding any unused retainer for use in the cases. To the best of the Debtors' knowledge, Lowenstein Sandler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Lowenstein Sandler intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Appendix B Guidelines both in connection with the application and the interim and final fee applications to be filed by Lowenstein Sandler in the course of its engagement. The firm can be reached at: Kenneth A. Rosen, Esq. Gerald C. Bender, Esq. Michael Savetsky, Esq. Anthony De Leo, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About East Orange General Located in East Orange, New Jersey, East Orange General Hospital is 211-bed hospital that claims to be the only independent, fully accredited, acute-care hospital in Essex County and is a recognized leader in behavioral health services, renal dialysis, wound care, diagnostic services, emergency services, and family health care. East Orange General Hospital, Inc. and parent Essex Valley Healthcare, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10, 2015. Martin A. Bieber, the interim president and chief executive officer, signed the petitions. East Orange General Hospital, Inc., in an amended summary disclosed total assets of $36,686,168 adtotal liabilities of $37,374,246. It previously disclosed total assets of $36,686,168 and total liabilities of $37,376,204. The Debtors have engaged Lowenstein Sandler LLP as counsel, PricewaterhouseCoopers LLP as financial advisor, McCarter & English, LLP as special transactional counsel, and Prime Clerk LLC as claims, noticing and balloting agent. Judge Vincent F. Papalia has been assigned the case. The Debtors employ approximately 860 individuals. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera & Sodono, P.C. Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23, 2015. Ms. Katz is a member of the law firm of Saul Ewing, LLP, which also serves as her counsel in the Ch. 11 case. * * * Judge Vincent F. Papalia has authorized East Orange General Hospital to change its name to EOGH Liquidation, Inc., in relation to the sale of substantially all of the Debtors' assets to Prospect EOGH, Inc. The sale closed as of Feb. 29, 2016. EASTERN POWER: Moody's Affirms B1 Senior Secured Ratings -------------------------------------------------------- Moody's Investors Service affirmed Eastern Power, LLC's (EasternGen, previously known as TPF II Power, LLC) B1 senior secured ratings. The rating outlook remains stable. RATINGS RATIONALE The main credit attributes supporting EasternGen's B1 rating are the diversification of its generating assets across two regional transmission organizations (RTO's) with transparent capacity and energy markets and known capacity prices through mid-2019. This provides a relatively high degree of predictability with regard to EasternGen's near-term cash flows, mitigating to some extent its exposure to low energy prices. These positive attributes are balanced by EasternGen's highly leveraged financial profile, refinancing risk and uncertainties relating to future energy and capacity prices given the inherent merchant profile of these assets over time. "EasternGen's near-term financial performance is anticipated to be slightly weaker than previously estimated. The drivers for this trend include low commodity prices, which have negatively impacted EasternGen's forecasted energy margins, and lower-than-anticipated capacity pricing in NYISO-Zone J offset in part by modestly higher PJM capacity pricing. That said, we anticipate EasternGen will generate financial metrics in 2016 that remain commensurate with the B1 rating category. Specifically, this includes the ratio of FFO to debt being in a range of 5 - 7% and a debt service coverage ratio (DSCR) of 1.5 - 1.7 times in 2016. This expected performance is modestly below our original expectation for 2016 of FFO to debt being in a range of 7 - 9% and the DSCR of 1.7 -- 1.9 times." "The B1 rating affirmation acknowledges the progress that has been made toward interconnecting New Covert, a 1,100 MW combined-cycle generating station located in Michigan, with the PJM market. We expect the interconnection to be effective June 1, 2016 thereby adding an additional stream of capacity revenues and energy margins to EasternGen's credit profile." The stable outlook reflects our assumption that the NYISO-Zone J and PJM capacity markets will continue to provide relatively consistent incremental cash flow and that EasternGen's generating facilities will be operated and maintained in a manner that ensures availability and dependable responsiveness. In the short-run, limited prospects exist for a rating upgrade at EasternGen. Over the longer term, positive trends that could lead to an upgrade include substantial debt reduction or significant contracted cash flows that sustain 'Ba' category financial metrics under Moody's methodology. The rating could be downgraded if EasternGen's New York City-based assets incur operating problems. Moreover, a meaningful decline in capacity prices that results in the debt service coverage ratio falling below 1.5x and the ratio of FFO to debt declining to below 5% on a sustained basis could put downward pressure on EasternGen's rating. EasternGen owns seven gas-fired electric generating stations with a combined generating capacity of approximately 4,900 megawatts. EFS COGEN: Moody's Affirms Ba1 Rating on 1st Lien Secured Loans --------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 rating assigned to EFS Cogen Holdings I LLC's (EFS Cogen) senior secured first lien credit facilities. The facilities consist of a term loan due 2020 and a senior secured revolving credit facility due 2018. The rating outlook remains stable. "The rating affirmation considers EFS Cogen's financial and operating performance, which have been in-line with expectations," said Moody's Senior Credit Officer Scott Solomon. "Cash flow has been strong, providing for significant debt reduction" added Solomon. RATINGS RATIONALE The Ba1 rating recognizes the predictability and robustness of cash flow derived from a power purchase agreement (PPA) with Consolidated Edison Company of New York, Inc. (A2, stable) that terminates on April 30, 2017. The PPA will not be renewed, and as such, EFS Cogen will sell the majority of its generating capacity on a merchant basis beginning May 2017. ???Cash flow generated under the PPA has been ample and debt reduction has been in-line with rating expectations. Specifically, term loan repayment has totaled approximately $240 million through year-end 2015 and we calculate EFS Cogen's debt service coverage ratio (DSCR) at approximately 4 times and the ratio of funds from operations (FFO) to debt of 24%. Our expectation remains that strong cash flow through April 2017 will result in a remaining debt balance in a range of $400-450 million to be amortized largely on a merchant basis.??? EFS Cogen's competitive advantage includes a wholly-owned transmission line that allows the project, located in New Jersey, to sell capacity and power into New York City Zone J (Zone J). Electric generators operating in Zone J have typically received premium energy and capacity pricing due to the nature of power supply and constrained transmission access to New York City. Together, these factors result in strong cash flow metrics and minimal refinancing risk under various scenarios. "We expect capacity payments to be EFS Cogen's most significant revenue source beginning May 2017. The twelve most recently completed monthly Zone J capacity spot auctions have resulted in a price of approximately $128 per kw-year. We calculate that if capacity prices are near these levels during the 2017-2020 timeframe, and the project generates annual energy margin in a range of $35-45 million, Cogen will have less than $50 million of debt outstanding under its term loan at maturity while maintaining strong financial metrics." The stable rating outlook reflects an expectation that EFS Cogen will continue its strong performance from an operational and financial perspective over the next 12-18 months enabling the repayment of a considerable amount of debt. In light of merchant exposure beginning 2017, the rating is well positioned at the current level, limiting upward rating migration. The rating could be downgraded should the debt reduction targets at April 2017, outlined above, not be met resulting in higher leverage at a time when the revenue stream becomes more merchant. EFS Cogen owns a 942 MW 6-unit natural gas-fired combined cycle cogeneration plant located in Linden, New Jersey (the project). The project consists of the 777 MW Linden Units 1-5 and the 165 MW Linden 6 cogeneration facility. EIRE MCNAB: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Eire McNab, LLC P.O. Box 218 Boca Raton, FL 33429 Case No.: 16-14976 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Matthew S Kish, Esq. KISH LAW FIRM, PLLC 1200 N. Federal Hwy, Suite 200 Boca Raton, FL 33432 Tel: 561-210-8365 Fax: 561-210-8301 E-mail: matt@kish-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Spillane, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ELBIT IMAGING: Investor Presentation Available on Website --------------------------------------------------------- Elbit Imaging Ltd. announced that it has placed an Investor Relations Presentation on the Company's Web site at: http://www.elbitimaging.com/under: "Investor Relations - Group Presentations - Company Presentation". 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. ELWOOD ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Bond ------------------------------------------------------------- Moody's Investors Service affirmed Elwood Energy LLC's (Elwood or Project) Ba3 rating on its senior secured bond. The rating outlook is stable. RATINGS RATIONALE The affirmation of Elwood's Ba3 senior secured rating is supported by Elwood's contracts on four units through August 2016/2017, low leverage of $106/kw versus comparable market values, and known PJM capacity prices through May 2019 that should enable the Project to achieve debt service coverage ratio (DSCR) well above 2.0x in most years through the known capacity price period through May 2019. Since capacity revenues represent nearly all of Elwood's net margin through May 2019, the project is insulated from the commodity price downturn over the next three years. Additionally, project finance protections including the DSRA backed by letters of credit recourse to the sponsors are supportive of credit quality. "The rating also considers a seven-year merchant tail starting in June 2019, mix operating performance in 2014 and 2015, weak competitive position given its high heat rate, and our view that Elwood's costs will substantially increase through 2021 that pressures DSCR from the 2020 to 2022 timeframe. We understand the mixed operational history was caused by fuel transportation issues that should be addressed through new firm fuel arrangements. We also recognize that the need for firm fuel transportation arrangements will materially increase costs over time when scheduled debt service is also rising with a peak of around $33 million in 2021 versus around $18 million in 2017. Because of the increased annual debt service in 2020 and 2021 and the expected higher costs for firm fuel transportation arrangements, the outcome of the capacity auctions covering 2019/2020 and 2020/2021 remain important data points for the project's credit quality. Additionally, the rating reflects Elwood's major maintenance deposit schedule that creates greater uncertainty regarding the availability of major maintenance funds over the longer term." "The stable outlook reflects Elwood's expected DSCR of around 2.0 times or greater through 2018 based on known cash flows and our assumption that Elwood's new firm fuel transportation arrangement should address fuel supply issues for the next few years." The Project's rating could improve if future auction based, capacity prices in PJM remain robust on a sustained basis and Elwood returns to strong operating performance. Elwood's rating could also improve if it is able to is able to enter into new, long term PSAs with investment grade off-takers that result in annual DSCRs being at or above 1.2 times through debt maturity based solely on fully contracted cash flows. Elwood's rating could decline if PJM capacity prices significantly decline or if Elwood incurs major operational problems. Elwood Energy LLC (Elwood) owns a 1,508 megawatt (MW) peaking facility consisting of nine natural gas-fired, simple cycle units, located in Elwood, Illinois (about 50 miles southwest of Chicago). Elwood sells energy and capacity for four units under a Power Sales Agreement (PSA) with Exelon Generation Company, LLC (ExGen: Baa2, stable) that expires in August 2016 and August 2017. The remaining units sell energy and capacity into the PJM market. Elwood's bond matures in July 2026. Elwood is 50% indirectly owned by Dynegy Inc. (Dynegy, B2 Stable) and 50% indirectly owned by J-POWER USA Generation, L.P. (J-Power Gen), which is a 50/50 joint venture between John Hancock Life Insurance Company and J-POWER USA Investment Co., Ltd. EMERALD OIL: U.S. Trustee Forms 7-Member Committee -------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Emerald Oil, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) UBS O'Connor Attn: Brian C. Pacheco 299 Park Ave. New York NY 10171 Phone: 212-713-8981 Fax: 212-821-6534 (2) U.S. Bank National Assoc. as Indenture Trustee Attn: Patricia Kapsch 60 Livingston Ave. St, Paul, MN 55107 Phone: 651-466-5861 Fax: 651-466-7401 (3) Stoneham Drilling Corp. Attn: Heather Stickel 707 17th St. Ste. 3250 Denver, CO 80202 Phone: 403-984-5931 Fax: 403-984-5917 (4) FTS International Services, LLC Attn: Jennifer Keefe 777 Main St., Ste. 2900 Fort Worth, TX 76102 Phone: 817-862-2000 (5) Koch Exploration Company, LLC Attn: David J. Rains 4111 E. 37th St. N. Witchita, KS 67220 Phone: 316-828-4840 Fax: 316-828-8494 (6) MSD Partners, L.P. Attn: Marcello Liguori 645 Fifth Ave., 21st Fl. New York, NY 10022 Phone: 212-303-1644 Fax: 212-303-1642 (7) Wolverine Flagship Fund Trading Limited Attn: Andrew Sudjak 175 W. Jackson Blvd., Ste. 340 Chicago, IL 60604 Phone: 312-884-3880 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 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. EVOLUTION ACADEMY: S&P Affirms 'B-' Rating on Revenue Bonds ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'B-' long-term rating on Texas Public Finance Authority Charter School Finance Corp.'s series 2010A and B education revenue bonds and series 2010Q taxable education revenue bonds (qualified school construction bonds--direct pay), all issued for Evolution Academy Charter School. "The outlook revision is based on improved operations for fiscal 2015, management's reduced growth plans, and slightly better operating liquidity levels," said Standard & Poor's credit analyst Robert Dobbins. "The 'B-' rating reflects our view of Evolution's still extremely low operating liquidity," he added, "with days' cash on hand that improved for fiscal 2015 but appears to have fallen near historically levels as of March 15, 2016." Also contributing to the rating is a legislative change over the past year that disincentives public school districts from referring out students in the Truancy Court system; Evolution's Richardson enrollment declined nearly 20% as a result of this change over the past year and will likely experience further declines in the remaining associated student base. On the other hand, management has successfully grown enrollment at the newer Beaumont and Houston campuses and balanced overall operations for fiscal 2015. There remains relocation risk, in S&P's view, as management is now in the process of moving the Beaumont location to a site closer to Port Arthur. The new campus will have favorable leasing terms and will pre-empt the opening of the previously planned Port Arthur campus, which management has now abandoned establishing. Evolution Academy Inc. was incorporated in Texas in 1999 as a federal tax-exempt 501(c)3 not-for-profit organization. It operates high schools in the Dallas metro area (Richardson campus), Houston, and Beaumont. The organization provides services to students who have dropped out of their local school or who are otherwise considered at-risk of doing so. "The stable outlook reflects our view of the school's exceptionally low liquidity levels and challenges in ongoing demand based on state legislative changes," added Mr. Dobbins. It also reflects our expectation that management will not undertake additional growth plans outside the relocation of the Beaumont campus. Furthermore, we believe operations will remain around break-even over the one-year outlook period." S&P could lower the rating during the one-year outlook period if Evolution has delays or cost overruns associated with the relocation of its Beaumont campus or management has problems managing operating liquidity. Additionally, any declines in enrollment could lead to a negative rating action. Conversely, S&P could take a positive rating action if management can successfully execute on Beaumont relocation plans, demonstrates no material adverse impact in enrollment resulting from legislative changes in the state, and grows operating liquidity over fiscal 2015 levels. S&P would also view positively maintenance of maximum annual debt service coverage over 1x. EXTREME PLASTICS: People's Capital Seeks Automatic Stay Relief -------------------------------------------------------------- People's Capital and Leasing Corp. asks the U.S. Bankruptcy Court for the District of Delaware for relief from the automatic stay in Extreme Plastics Plus, Inc.'s Chapter 11 case, or in the alternative, adequate protection. Summit Funding Group, Inc. and debtor Extreme Plastics Plus, Inc. entered into a Master Lease Agreement, where Summit leased certain collateral to Extreme. Summit and Extreme then entered into a Sale and Leaseback Agreement, where Summit purchased from Extreme certain collateral consisting of certain equipment ("Schedule No. 003 Equipment"), to be leased back to Extreme. Summit and Extreme entered into Equipment Schedule No. 004 to the Master Lease Agreement, where Summit leased additional equipment to Extreme. Pursuant to Schedule Nos. 005 and 006 to the Master Purchase Agreement between Summit and People's Capital, People's Capital purchased from Summit all of Summit's right, title and interest in and to Schedule No. 003 and Schedule No. 004. People's Capital contends that under the terms of the Master Lease Agreement and Schedule No. 003, Extreme agreed to pay People's Capital 60 consecutive monthly payments of $3,161.74. The total principal cost of the Schedule No. 003 Equipment was $169,068. It further contends that under the terms of the Master Lease Agreement and Schedule No. 004, Extreme agreed to pay People's Capital 60 consecutive monthly payments of $22,923.28. The total principal cost of the Schedule No. 004 Equipment was $1,225,778. People's Capital tells the Court that Extreme subsequently failed and refused to make all scheduled payments due on the Master Lease agreement, Schedule No. 003 and Schedule No. 004 ("Lease Documents"), and defaulted pursuant to the Master Lease Agreement. It further tells the Court that Extreme remains obligated to People's Capital for the outstanding balance remaining in the total amount of $989,920 as of Feb. 1, 2016, plus default interest accruing at the per diem rate of $486.21, costs, expenses and attorneys' fees and is required under Lease Documents to surrender the Equipment immediately to People's Capital. People's Capital believes that the fair market value of the Equipment is $1,020,000. People's Capital tells the Court that Extreme has no equity in the Equipment, and that the Equipment is not necessary for Extreme's successful reorganization. People's Capital further tells the Court that Extreme has communicated to People's Capital that it will voluntarily surrender the Equipment. People's Capital contends that Extreme has not offered adequate protection to People's Capital for its continued use of the Equipment. It further contends that Extreme has failed to provide verifiable evidence of postpetition insurance on the Equipment. People's Capital avers that cause exists to enter relief from the automatic stay as there is no evidence of postpetition insurance covering the Equipment. People's Capital's Motion is scheduled for hearing on May 2, 2016 at 11:00 a.m. The deadline for the filing of objections to People's Capital's Motion is set on April 25, 2016. People's Capital and Leasing Corp. is represented by: GianClaudio Finizio, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Telephone: (302)655-5000 Facsimile: (302)658-6395 E-mail: gfinizio@bayardlaw.com - and - Evan S. Goldstein, Esq. UPDIKE, KELLY & SPELLACY, P.C. 100 Pearl Street, 17th Floor P.O. Box 231277 Hartford, Connecticut 06123-1277 Telephone: (860)548-2609 Facsimile: (860)548-2680 E-mail: egoldstein@uks.com About Extreme Plastics Plus Founded in 2007, privately-held Extreme Plastics Plus, Inc., operates an environmental containment business specializing in providing environmental lining, above ground storage tanks, composite rig mats, secondary steel wall containment systems, and closed loop solids control services, primarily for the oil and gas industry. Extreme Plastics has six facilities in Fairmont, West Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore, Texas, Odessa, Texas, and Oklahoma City, Oklahoma. The stock of Extreme Plastics is held entirely by EPP Intermediate Holdings, Inc. The stock of EPP Intermediate is held entirely by EPP Holding Company, LLC, a non-debtor. Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-10221) on Jan. 31, 2016, as the ongoing decline in the price of oil and natural gas negatively impacted demand of the Debtors' services. Extreme Plastics estimated $10 million to $50 million in assets and $50 million to $100 million in debt. EPP Intermediate estimated $1 million to $10 million in assets and $50 million to $100 million in debt. As of the Petition Date, Extreme Plastics owes $49.5 million under a secured facility provided by lenders led by Citizens Bank of Pennsylvania, as agent. The facility is secured by a lien in substantially all of the Debtors' assets, as well as a pledge of 100% of the equity in Extreme Plastics and EPP Intermediate. The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee selected Reed Smith LLP as counsel. About Congregation Achpretvia Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn, New York, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. Judge Michael E. Wiles presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the Debtor's counsel. In its petition, the Congregation listed total assets of $18 million and total liabilities of $472,502. The petition was signed by Harold Friedlander, vice president. FANNIE MAE: Appoints Directors Frater and Glover to Committees -------------------------------------------------------------- In January 2016, the Board of Directors of Fannie Mae elected Hugh R. Frater and Renee L. Glover to join the Board. At the time Fannie Mae filed a Current Report on Form 8-K with the Securities and Exchange Commission to report Mr. Frater's and Ms. Glover's election to the Board, on Jan. 15, 2016, the Board committees on which Mr. Frater and Ms. Glover would serve had not been determined. Fannie Mae is filing a Form 8-K/A to report that on March 31, 2016, its Board of Directors appointed Mr. Frater and Ms. Glover to serve on the board committees below in connection with determining committee assignments for all the members of the Board. Effective March 31, 2016, the composition of each of the Board of Directors' committees became as follows: Board of Directors Committee Assignments Executive Committee ------------------- Egbert Perry, Chair Bart Harvey Robert Herz Timothy Mayopoulos Diane Nordin Jonathan Plutzik David Sidwell Audit Committee --------------- Robert Herz, Chair William Thomas Forrester Hugh Frater Brenda Gaines Diane Nordin Compensation Committee ---------------------- Diane Nordin, Chair Brenda Gaines Jonathan Plutzik David Sidwell Nominating and Corporate Governance Committee --------------------------------------------- Bart Harvey, Chair Amy Alving Renee Glover Robert Herz Risk Policy and Capital Committee --------------------------------- David Sidwell, Chair Jonathan Plutzik Amy Alving William Thomas Forrester Hugh Frater Bart Harvey Strategic Initiatives Committee ------------------------------- Jonathan Plutzik, Chair Amy Alving William Thomas Forrester Renee Glover About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. Fannie Mae reported net income of $10.95 billion on $109 billion of total interest income for the year ended Dec. 31, 2015, compared with net income of $14.2 billion on $114 billion of total interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Fannie Mae had $3.22 trillion in total assets, $3.21 trillion in total liabilities and $4.05 billion in total equity. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. FREEDOM COMMUNICATIONS: Donlin Recano Okayed as Claims Agent ------------------------------------------------------------ The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California authorized Freedom Communications, Inc., et al., to employ Donlin, Recano & Company, Inc., as the noticing, claims and balloting/solicitation agent for the Clerk of the Bankruptcy Court, nunc pro tunc to the Petition Date. The order provides that, among other things: 1. DRC will not be responsible for recording the transfers of claims; 2. provide notices of the transfers as required by Bankruptcy Rule 3001(e); and 3. the Clerk's Office will be responsible for collecting the fee, processing and recording all transfer of claims. DRC is expected to, among other things: a) for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk's Office 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; b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; and c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rules 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk's Office. Prior to the Petition Date, the Debtors paid DRC a retainer in the amount of $25,000, and prepetition fees and expenses of $50,000. DRC will fully apply the retainer to all prepetition fees and expenses and any remaining retainer balance to the initial postpetition invoice. Beth E. Gaschen, Esq., at Lobel Weiland Golden Friedman LLP, supplemented the application which was filed on Nov. 25, 2015, to address the request of the Clerk of the Court that DRC include additional language in the application regarding the terms of its retention and the services it was providing as agent. The Debtors and DRC agreed to supplement the application as: 1. Section II.A(a): As DRC is going to serve as the official record for filed proofs of claim, all original claims will be sent to: DRC 6201 15th Avenue Brooklyn, NY 11219 with a copy to the Clerk's Office; 2. Section II.A(h): DRC will keep its own official claims registry and will electronically docket all claims onto the Court's claim register for the cases. If there is a discrepancy between the official claims registry maintained by DRC and the Court's claims register, then the claims registry maintained by the Court will be deemed the accurate record. The Clerk's Office will have unlimited free access to DRC's claims registry; and 3. Section II.A(j): DRC will not be responsible for recording the transfers of claims and providing notices of such transfers as required by Bankruptcy Rule 3001(e). The Clerk's Office will be responsible for collecting the fee, processing and recording all transfer of claims. The Debtors are represented by: William N. Lobel, Esq. Alan J. Friedman, Esq. Beth E. Gaschen, Esq. Christopher J. Green, Esq. LOBEL WEILAND GOLDEN FRIEDMAN LLP 650 Town Center Drive, Suite 950 6 Costa Mesa, California 92626 Tel: (714) 966-1000 Fax: (714) 966-1002 E-mail: wlobel@lwgfllp.com afriedman@lwgfllp.com bgaschen@lwgfllp.com cgreen@lwgfllp.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. Freedom Communications Inc., in an amended schedules disclosed total assets of $59,368,451 and total liabilities of $213,887,330. The Debtor previously reported assets of $59,368,451 and liabilities of $218,890,683. Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel. GLOYD GREEN: Court Affirms Order Denying Mandatory Abstention ------------------------------------------------------------- Appellant Howard Family Trust seeks review of an order entered by the United States Bankruptcy Court for the District of Nevada denying its Motion for Remand and/or Abstention. The Appellant asks the Court to reverse the Bankruptcy Court's Order. In an Order dated March 10, 2016, which is available at http://is.gd/WumBLTfrom Leagle.com, Chief District Judge Gloria M. Navarro of the United States District Court for the District of Nevada affirmed the Order denying the Appellant's Motion for Remand and/or Abstention. Because mandatory abstention requires a non-core proceeding, the Bankruptcy Court held that mandatory abstention could not apply. The Court agreed and affirmed the Bankruptcy Court's findings and holding as to mandatory abstention. The case is TRUMAN HOLT, Trustee for the HOWARD FAMILY TRUST dated AUGUST 21, 1998, and OSCAR BRANNON HOWARD, III, beneficiary of the HOWARD FAMILY TRUST, Appellants, v. GLOYD GREEN and GAIL HOLLAND, Appellees, Case No. 2:15-cv-00407-GMN (D. Nev.). Truman Holt, Appellant, is represented by Jerimy Kirschner, Esq. -- jerimy@jkirschnerlaw.com -- Jerimy Kirschner & Associates, P.C.. Oscar Brannon Howard, III, Appellant, is represented by Anthony L Barney, Esq. -- abarney@anthonybarney.com -- Anthony L. Barney, Ltd.. Gloyd Green, Appellee, is represented by Christopher P Burke, Christohper P. Burke, Esq. and Associates. Gail Holland, Appellee, is represented by Christopher P Burke, Christohper P. Burke, Esq. and Associates. HAGGEN HOLDINGS: $106M Sale of 29 Stores to Albertson's Okayed -------------------------------------------------------------- Judge Kevin Gross at the end of March entered an order authorizing Haggen Holdings, LLC, to sell 29 core stores to Albertson's LLC for $106 million, subject to adjustments. On Nov. 9, 2015, the Debtors submitted a motion for approval of the sale of their core stores and proposed bidding procedures. On Dec. 4, 2015, the Court approved bidding procedures to solicit bids for, and an auction of certain of, the Debtors assets. On March 11, 2016, in response to a solicitation and marketing process initiated by the Debtors, Albertson's submitted a qualifying bid for Albertson's potential purchase of certain assets owned by the Debtors at 29 store locations and the Debtors' corporate headquarters: No. Store No. Address --- --------- ------- 1 11 2814 Meridian Bellingham WA 2 15 757 Haggen Drive Burlington WA 3 17 1406 Lake Tapps Parkway East Auburn WA 4 25 1401 12th Street Bellingham WA 5 29 1313 Cooper Point Road SW Olympia WA 6 43 210 36th Street Bellingham WA 7 53 2900 Woburn Street Bellingham WA 8 55 26603 72nd Avenue NW Stanwood WA 9 57 1301 Avenue D Snohomish WA 10 63 1815 Main Street Ferndale WA 11 67 17641 Garden Way NE Woodinville WA 12 69 2601 East Division Mount Vernon WA 13 71 8915 Market Place NE Lake Stevens WA 14 77 3711 88th Street NE Marysville WA 15 2072 3925 236th Ave NE Redmond WA 16 2074 14300 S W Barrows Rd Tigard OR 17 2075 8611 Steilacoom Blvd. S.W. Tacoma WA 18 2076 3520 Pacific Ave S E Olympia WA 19 2080 3075 Hilyard St. Eugene OR 20 2081 16199 Boones Ferry Road Lake Oswego OR 21 2086 1800 N.E. 3rd Street Bend OR 22 2087 61155 S. Hwy 97 Bend OR 23 2089 17520 SR 9 Southeast Snohomish WA 24 2093 450 N. Wilbur Avenue Walla Walla WA 25 2094 1128 N. Miller Wenatchee WA 26 2098 1675 W. 18th Avenue Eugene OR 27 2102 1690 Allen Creek Road Grants Pass OR 28 2120 17171 Bothell Way N.E. Seattle WA 29 2124 31565 Sr 20 #1 Oak Harbor WA On March 9, the Debtors announced that the auction scheduled for March 11 has been adjourned to March 18 and declared Albertson's the successful bidder with respect to the 29 core stores. On March 18, the Debtors filed the Asset Purchase Agreement with the Court. The APA contemplates, among other things, the acquisition by Albertson's of (a) the Store Leases and the Corporate Headquarters Lease (each as defined in the APA), (b) the Assigned Contracts and Assigned Licenses (each as defined in the APA), (c) the Equipment located at the Store Properties, (d) the Inventory and Pharmacy Assets, and (e) certain other assets as specified in Section 1.1 of the APA ((a) through (e), collectively, the "Purchased Assets"). A copy of the APA is available at: http://bankrupt.com/misc/Haggen_1611_Final_APA_Alber.pdf In consideration of the Purchased Assets, Albertson's will pay $106,167,725, subject to certain adjustments under the APA. A portion of the Purchase Price will be paid through a dollar-for-dollar satisfaction of the Debtors' obligation to Albertson's (or its affiliates) under the $68 million Replacement DIP Loan. The Court held a hearing to consider the proposed sale to Albertson's on March 29, 2016 at 10:00 a.m. Justin Ewing, Executive Vice President of Corporate Development & Real Estate at Albertson's, attested that at all times during the sale process, Albertson's actions, communications and negotiations with the Debtors were in good faith. He said Albertson's never engaged in any collusion with respect to the APA or in the submission of its bid. A copy of the Sale Order is available for free at: http://bankrupt.com/misc/Haggen_1700_Albertsons_Sale_Ord.pdf Albertsons Companies, Inc., is one of the largest food and drug retailers in the United States, with both strong local presence and national scale. As of Dec. 5, 2015, it operated 2,267 stores across 35 states and the District of Columbia under 18 well-known banners, including Albertsons, Safeway, Vons, Jewel-Osco, Shaw???s, Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market and Carrs. It provides customers with a service-oriented shopping experience, including convenient and value-added services through 1,738 pharmacies and 379 adjacent fuel centers. Albertson's has 271,000 employees serving on average more than 33 million customers each week. Albertson's is represented by: SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10016 Facsimile: (212) 593-5955 Attention: Stuart D. Freedman, Esq. David Hillman, Esq. About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30-store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP as counsel. HAGGEN HOLDINGS: Sells Assets at 2 Stores to Thrifty, Safeway ------------------------------------------------------------- Haggen Holdings, LLC, and its affiliated debtors received approval from the Bankruptcy Court of the sale of assets at their stores at West Linn, Oregon, and Federal Way, Washington, to Thrifty Payless, Inc., and Safeway Inc. in accordance with the asset purchase agreements. After completing a robust marketing process, the Debtors sought approval of the Purchase Agreements to sell certain pharmaceutical assets of Haggen OpCo North, LLC (the "Operating Debtor") held at two (2) of its stores to the highest or otherwise best bidders. The Debtors continue to operate, and have not yet liquidated the assets of, their non-core stores located at (a) 1855 Blankenship Road, West Linn, Oregon (Store # 2083) (the "West Linn Store") and (b) 31009 Pacific Highway South, Federal Way, Washington (Store # 2117) (the "Federal Way Store"). Although the Debtors continue to evaluate their options with respect to the leases governing the West Linn Store and Federal Way Store, the Debtors anticipate that they will either sell such stores after they have gone "dark" or reject the applicable leases, in either case, in advance of the Assumption/Rejection Deadline. In connection with the anticipated Store Closing Sales of the West Linn Store and Federal Way Store, the Debtors determined, in their business judgment, that a sale of the Assets located therein was in the best interests of the Debtors and their stakeholders. Accordingly, the Debtors commenced a competitive, arm's-length marketing process for these assets consistent with industry standards for the sale of similar assets. Bids were due Dec. 23, 2015, and the Debtors selected the highest bids on Jan .4, 2016 and held an overbid process thereafter. The Debtors and Rite Aid have negotiated, at arm's-length, the Rite Aid APA for the sale of the Assets at the Federal Way Store. Pursuant to the APA, Rite Aid will purchase (i) the Prescription Files for an aggregate amount equal to $550,000.00 (subject to the adjustments set forth in the Rite Aid APA) and (ii) the Pharmacy Inventory in an amount not to exceed $400,925. The Debtors and Safeway have negotiated, at arm's-length, the Safeway APA for the sale of the Assets at the West Linn Store. In consideration of the Assets (as defined in the Safeway APA), and subject to the terms of the Safeway APA, Safeway will purchase the Records and Goodwill in the Operating Debtor's possession for an aggregate amount equal to $951,000 (subject to the adjustments set forth in the Safeway APA). About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30-store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP as counsel. HANOVER INSURANCE: Fitch Assigns 'BB' Rating on Sub. Debentures --------------------------------------------------------------- Fitch Ratings has assigned a 'BBB-' rating to The Hanover Insurance Group's (NYSE: THG) new issue of $375 million 4.5% senior notes due April 15, 2026. The rating is equivalent to the ratings on THG's existing senior debt outstanding. Proceeds from the offering will be used primarily to redeem THG's outstanding 7.50% notes due 2020 and 6.375% notes due 2021. The 'A-' Insurer Financial Strength (IFS) rating for The Hanover Insurance Company, THG's principal operating subsidiary is unchanged. The Rating Outlook is Positive. KEY RATING DRIVERS THG reported a GAAP combined ratio of 95.7% for 2015 versus 96.9% in the prior year. This continued a record of profitability expansion since 2012, due to improved pricing and business mix changes in the U.S., as well as the consistently solid and growing contribution from Chaucer Holdings PLC. Net income return on equity and operating EBIT coverage 2015 also continued to improve to 11.7% and 7.7x, respectively. THG's ratings reflect adequate capitalization of U.S. operating subsidiaries and Fitch's belief that THG's recent operating performance trend is sustainable. In addition, GAAP operating leverage and net leverage declined modestly in 2015 to 1.7x and 4.6x, respectively, at year end. The financial leverage ratio (FLR) was 22.2% at Dec. 31, 2015. Future earnings will continue to be affected by volatility tied to changes in catastrophe related losses. Overall the benefits from premium rate improvements are waning, and Fitch expects price increases to moderate or flatten in the near term. THG has increasingly focused on business with less pricing sensitivity and better retention by targeting small commercial business and through a specific personal lines product launch. The succession plans following CEO Fred Eppinger's announced resignation in 2016 is also an uncertainty. RATING SENSITIVITIES Detail Key rating triggers that could lead to an upgrade of THG's ratings over the next six to 12 months include maintaining a combined ratio below 97%; improving and sustaining GAAP operating interest coverage to 7x or better, with continued ample subsidiary dividend capacity; modest improvement in GAAP net leverage (premiums written plus total liabilities less debt less reinsurance recoverable divided by shareholders' equity excluding FAS 115) of 4.5x or better; and maintenance of run-rate FLR below 25%. Key ratings triggers that could lead to a return to Stable Outlook include: an acquisition that materially changed THG's operating profile and/or a shift to significant underwriting losses or weakening in profitability. FULL LIST OF RATING ACTIONS Fitch assigns these rating: The Hanover Insurance Group -- $375 million 4.5% senior notes due 2026 'BBB-'. Fitch currently rates THG as: The Hanover Insurance Group -- IDR at 'BBB'; -- 7.5% senior notes due 2020 at 'BBB-'; -- 6.375% senior unsecured notes due 2021 at 'BBB-'; -- 7.625% senior unsecured notes due 2025 at 'BBB-'; -- 8.207% junior subordinated debentures due 2027 at 'BB'; -- 6.35% subordinated debentures due March 30, 2053 'BB'. The Hanover Insurance Company Citizens Insurance Company of America -- IFS at 'A-'. The Rating Outlook is Positive. HEMCOM MEDICAL: Multnomah, Washington County Want Taxes Paid ------------------------------------------------------------ Creditors Multnomah County and Washington County submitted to the U.S. Bankruptcy Court for the District of Oregon their respective limited objections to HemCon Medical Technologies, Inc.'s Second Amended Motion to Sell Debtor's Assets Free and Clear of Liens, Claims, and Encumbrances. Sussex Associates, LP, also submitted to the Court, its Renewed Objection to Debtor's Second Amended Sale Motion. Multnomah County relates that it has no objection to the sale, transfer or auction of the assets of the Debtor, so long as the total amount of taxes assessed and interest accrued to date of disbursement is impressed as a lien on the proceeds of sale. Multnomah County contends that it filed a secured claim for $5,218.05 on January 28, 2016. It further contends that the indebtedness is for tax duly and regularly assessed against real and/or personal property owned by the debtor on and before the date the case was filed. Multnomah County asks the Court not to grant the Debtor's motion without the stipulation that the total tax amount due is impressed as a lien on the proceeds of sale and Multnomah County is paid in full. Washington County contends that the Debtor owes it $70,268.42 in unpaid ad valorem tax obligations. Washington County avers that before the commencement of the Chapter 11 case, the Debtor sold personal property located at its old business location at 10575 S.W. Cascade Ave., Suite 130, Portland, Oregon, at a public auction ("2014 Sale"). It further avers that at the time of the 2014 Sale, the Debtor owed the County for unpaid ad valorem taxes ("December 2014 Tax Obligation") and that all tax obligations owed by the Debtor to the County were secured by first priority tax liens in favor of the County against the Debtor's personal property. Washington County contends that the Debtor never notified the County of the 2014 Sale, neither did the Debtor pay the December 2014 Tax Obligation. Washington County further relates that in its Motion, the Debtor seeks to sell substantially all its remaining assets to Tricol International Group Limited, or a party offering a higher and better offer than Tricol. Washington County tells the Court that it does not object to the Debtor's request for authority to sell its property. It further tells the Court that no sale should be approved unless provisions are made for Washington County to be paid the full amount of the ad valorem taxes the Debtor owes Washington County, together with interest thereon. Sussex Collateral Sussex Associates, LP tells the Court that it objects to the Debtor's Sale Motion to the extent that the Debtor seeks to sell the Sussex Collateral free and clear of Sussex's interest therein, unless it consents to such sale or unless the sale proceeds allocable to such property is no less than "the aggregate value of all liens on such property." Sussex avers that in the alternative, if the Court permits the sale of the Sussex Collateral free and clear of Sussex's interest therein over its objection, without directing that the full amount of Sussex's claim secured by the Sussex Collateral be paid from the sale proceeds, Sussex asks the Court for adequate protection of its interest in the Sussex Collateral in the form of a replacement lien on all proceeds realized from the sale of the Debtor's assets, with all cash proceeds to be held in a blocked DIP bank account pending Sussex's agreement with regard to the distribution of such funds or until a final determination as to the extent of Sussex's interest in such proceeds has been made by the Court. Sussex believes that the purchase price formula stated in the Stalking Horse APA unfairly allocates to the Sussex Collateral a portion of the total $3.6 million sale consideration - i.e. $1.6 million - that is inadequate in light of the value of those assets relative to the total value of all assets to be sold under the Stalking Horse APA. Sussex contends that the unfairness of this allocation will be lessened if the purchase price increases in amount as a result of the auction process set forth in the Bid Procedures approved by the Bid Procedures Order. Multnomah County is represented by: Carlos A. Rasch, Esq. ATTORNEYS FOR CREDITOR MULTNOMAH COUNTY Multnomah County, Oregon Sussex Associates is represented by: David A. Foraker, Esq. Sanford R. Landress, Esq. GREENE & MARKLEY, P.C. 1515 SW Fifth Avenue, Suite 600 Portland, OR 97201 Telephone: (503)295-2668 Facsimile: (503)224-8434 E-mail: david.foraker@greenemarkley.com sanford.landress@greenemarkley.com Washington County, Oregon is represented by: Jeffrey C. Misley, Esq. Timothy A. Solomon, Esq. SUSSMAN SHANK LLP 1000 SW Broadway, Suite 1400 Portland, OR 97205-3089 Telephone: (503)227-1111 Facsimile: (503)248-0130 E-mail: jmisley@sussmanshank.com tsolomon@sussmanshank.com About HemCon Medical Technologies HemCon Medical Technologies, Inc., began operations in 2001 and today brings advanced wound care technologies to the worldwide healthcare market. HemCon Medical previously filed a Chapter 11 bankruptcy on April 10, 2012, in the District of Oregon (Case No. 12-32652-elp11). The Debtor's Fifth Amended Plan of Reorganization was confirmed on May 6, 2013, and the Final Decree was entered and the case was closed on Nov. 20, 2013. HemCon Medical again filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 16-30119) on Jan. 15, 2016. The petition was signed by Michael Wax as president and CEO. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Tonkon Torp LLP serves as counsel in the new Chapter 11 case. HILLCREST INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Hillcrest Inc. Hillcrest Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40054) on January 12, 2016. The Debtor is represented by Randall L. Robb, Esq. HYPNOTIC TAXI: U.S. Trustee Appoints 4 Creditors to Committee ------------------------------------------------------------- The U.S. Trustee for Region 2 on April 6 filed an amended notice of appointment of Hypnotic Taxi LLC's official committee of unsecured creditors. The Justice Department's bankruptcy watchdog announced that it appointed these creditors to serve on the committee: (1) Hereford Insurance Company 36-01 43rd Avenue Long Island City, NY 11101 Attn: Annie Weinstein, COO/SVP Tel: 718-361-9191 (2) Peri Edelstein 10 West 15th Street, Apt. 708 New York, New York 10011 Tel: 917-603-2756 (3) Josette Marie Tenas-Reynard 4 Rue Perrault 7500 Paris, France Tel: 011-33-6-14082089 (4) Jeremy Joseph 1673 President Street Brooklyn, NY 11213 Tel: 718-781-6341 The Troubled Company Reporter, on Sept. 3, 2015, reported that the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors. The unsecured creditors were Juan Abreu, American Transit Insurance Company, and Jeremy Joseph. About Hypnotic Taxi Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on July 22, 2015. The petition was signed by Evgeny Freidman as sole and managing member. Klestadt Winters Jureller Southard & Stevens LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the case. The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total liabilities of $2,825,401 as of the Petition Date. The Committee tapped White & Williams LLP as counsel and EisnerAmper as its accountants and financial advisors. * * * Judge Carla E. Craig on Jan. 19, 2016 entered an order extending the Debtors' Exclusive Periods to March 18, 2016 for filing of a plan of reorganization, and May 17, 2016 for soliciting acceptances thereto. IHEARTMEDIA COMMUNICATIONS: Default Fight Set to Go to Trial in May ------------------------------------------------------------------- Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that radio giant iHeartMedia will make its case next month in a Texas state court to block lenders from declaring the former Clear Channel Communications has defaulted on billions of dollars in loans. According to the report, the two sides on April 6 agreed to continue to abide by a temporary restraining order until trial begins next month, iHeart said in a statement, adding that it is "pleased with the outcome and look[s] forward to an expedited trial." As previously reported by The Troubled Company Reporter, citing Bloomberg Brief, IHeartMedia Inc. was able to persuade a Texas state court judge to issue a subpoena requiring hedge-fund firm Elliott Management Corp. to disclose all trading positions linked to iHeart, plus the dates they were secured and the prices paid for them. The judge directed Elliott to provide the information by April 1, ahead of a hearing to consider a temporary injunction starting April 4. iHeartCommunications, Inc., a wholly-owned subsidiary of iHeartMedia on March 7, 2016, received Notices of Default from the holders of at least 25% of the outstanding principal amount of four of the Company's outstanding series of Priority Guarantee Notes. The Notices alleged that the Company violated certain covenants under the indentures governing the Priority Guarantee Notes when, on December 3, 2015, iHeartMedia contributed 100,000,000 shares of Class B common stock of Clear Channel Outdoor Holdings, Inc. from Clear Channel Holdings Inc., one of iHeartMedia's wholly-owned subsidiaries, to Broader Media, LLC, one of its wholly-owned subsidiaries that is an "unrestricted subsidiary" under the Indentures. On March 7, 2016, iHeartMedia filed a lawsuit (Cause No. 2016 CI 04006) in the State District Court in Bexar County, Texas, against the Holders and the indenture trustees under the Indentures seeking, among other things, a ruling by the Court through declaratory judgment that the Company is not in default or in violation of any covenant or provision of the Indentures. The case is iHeartCommunications Inc. v. Benefit Street Partners LLC, 2016 CI 04006, District Court of Bexar County, Texas (San Antonio). About iHeartCommunications iHeartCommunications, Inc., (formerly known as Clear Channel Communications, Inc.) is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. IheartCommunications reported a net loss attributable to the Company of $755 million on $6.24 billion of revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $793.76 million on $6.31 billion of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $13.8 billion in total assets, $24.4 billion in total liabilities and a total shareholders' deficit of $10.6 million. Bankruptcy Warning "The ability to refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of the debt could be at higher interest rates and increase debt service obligations and may require us and our subsidiaries to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us or our subsidiaries to meet scheduled debt service obligations. If we or our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation," the Company said in its annual report for the year ended Dec. 31, 2015. * * * The Troubled Company Reporter on March 14, 2016, reported that iHeart Communications, Inc's 'CCC' Issuer Default Ratings is unaffected by the receipt of a Notice of Default (NOD) received on March 7, 2016 primarily as a result of iHeart's request for a legal determination of the validity of the NOD. iHeart is currently operating under a temporary restraining order (TRO) it received on March 9, 2016, rescinding the NOD for 14 days (the TRO can be extended for up to 14 additional days) to provide the court additional time to determine the NOD's validity. iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR) from Fitch Ratings and a 'Caa2 Corp." corporate family rating from Moody's Investors Service. INGLES MARKETS: S&P Retains 'BB-' Rating on $700MM Sr. Notes ------------------------------------------------------------ Standard & Poor's Ratings Services revised its recovery rating on Ingles Markets Inc.'s $700 million senior notes to '3' from '4', which does not result in a change to the 'BB-' issue-level rating. The '3' recovery rating indicates S&P's expectation for meaningful recovery at the low end of the 50% to 70% range. The revised recovery rating reflects S&P's expectation of a higher enterprise value upon emergence from a payment default scenario given the company's continued stable operating performance. S&P has valued the company on a going concern basis using a 5.0x multiple applied to its projected emergence-level EBITDA of around $120 million. S&P expects the company to maintain market share in its core Southeast markets by retaining its loyal customer base through ongoing investments to its existing store base. S&P forecasts adjusted debt to EBITDA to be in the high-3.0x range and funds from operations to debt to be in the mid- to high-teens over the next 12 months. All other ratings, including the 'BB-' corporate credit rating and stable outlook on the company remain unchanged. RATINGS LIST Ingles Markets Inc. Corporate Credit Rating BB-/Stable/-- Recovery Rating Revised Ingles Markets Inc. $700 million senior notes BB- BB- Recovery rating 3L 4H INMOBILIARIA BAFCO: Employs Carmen D. Conde Torres as Counsel ------------------------------------------------------------- Inmobiliaria Bafco, Inc. asked the Bankruptcy Court approve the employment of Carmen D. Conde Torres, Esq., from the Law Offices of C. Conde & Assoc., as its legal counsel, to: (a) advise the Debtor with respect to its duties, powers and responsibilities under the laws of the United States and Puerto Rico in which the Debtor-in-Possession conducts its operations, do business, or is involved in litigation; (b) advise the Debtor in connection with a determination whether a reorganization is feasible and, if not, help the Debtor in the orderly liquidation of its assets; (c) assist the Debtor with respect to negotiations with creditors for the purpose of arranging the orderly liquidation of assets and/or proposing a viable plan of reorganization; (d) prepare on behalf of the Debtor the necessary complaints, answers, orders, reports, memoranda of law and/or any other legal papers or documents; (e) appear before the Bankruptcy Court, or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to this bankruptcy case; (f) perform other legal services for the Debtor as may be required in these proceedings or in connection with the operation of/and involvement with the Debtor's business, including but not limited to notarial services; and (g) employ other professional services, if any. The compensation for professional services to be rendered in this case is agreed as follows: Carmen D. Conde Torres, Esq. $300 per hour (Senior Attorney) Associates $275 per hour Junior Attorney $250 per hour Legal Assistants $150 per hour As part of the compensation, the Debtor has agreed to reimburse the firm for any costs and expenses. The Debtor paid C. Conde & Assoc. a retainer of $15,000. To the best of the Debtor's knowledge, Carmen D. Conde Torres is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Inmobiliaria BAFCO Inmobiliaria Bafco, Inc., a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. D. P.R. Case No. 16-02642) on April 4, 2016. Fernando Batlle signed the petition as president. The Debtor listed total assets of $13.4 million and total debts of $12.05 million. Judge Mildred Caban Flores is assigned to the case. JADECO CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Jadeco Construction Corp. PO Box 16 St. James Saint James, NY 11780 Case No.: 16-71508 Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Robert E. Grossman Debtor's Counsel: Joel M Shafferman, Esq. SHAFFERMAN & FELDMAN LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: (212) 509-1831 E-mail: joel@shafeldlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jacinto Dealmeida, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb16-71508.pdf JOHNS-MANVILLE CORP: "Parra" Remanded to Bankruptcy Court --------------------------------------------------------- Salvador J. Parra, Jr., developed asbestosis and other conditions after he was exposed to asbestos while working as an insulator in the 1960s and 1970s. In 2009, he sued Marsh USA, Inc., an insurance broker, and others alleging that they had conspired with asbestos producers, distributors, and insurers to withhold information from the public regarding the dangers of asbestos inhalation. In response, Marsh filed a motion in the chapter 11 bankruptcy cases of the Johns-Manville Corporation arguing that it had been relieved of any liability for Parra's claims by the release and channeling injunction contained in the order confirming Manville's chapter 11 plan. The bankruptcy court issued a memorandum decision and accompanying order granting Marsh's motion (the "July Order"). Parra now appeals from the July Order. In an Opinion and Order dated March 14, 2016, which is available at http://is.gd/U2gkisfrom Leagle.com, Judge Shira A. Scheindlin of the United States District Court for the Southern District of New York affirmed the July Order in part and reversed in part, and remanded to the bankruptcy court for further proceedings consistent with this Opinion and Order. The civil proceeding is THE BOGDAN LAW FIRM, AS COUNSEL FOR SALVADOR PARRA, JR., Appellant, v. MARSH USA, INC., Appellee, No. 15-cv-06607 (SAS)(S.D.N.Y.), relating to In re JOHNS-MANVILLE CORPORATION, Debtor. The Bogdan Law Firm, Appellant, is represented by Peter Carmine D'Apice, Esq. -- Stutzman, Bromberg, Esserman & Plifka, P.C.. Marsh USA, Inc., Appellee, is represented by Brian E O'Connor, Esq. -- boconnor@willkie.com -- Willkie Farr & Gallagher LLP & Emma Jane James, Esq. -- ejames@willkie.com -- Willkie Farr & Gallagher LLP. The Travelers Indemnity Company, Interested Party, is represented by Andrew Tyler Frankel, Esq. -- afrankel@stblaw.com -- Simpson Thacher & Bartlett LLP. Travelers Casualty and Surety Company, Interested Party, is represented by Andrew Tyler Frankel, Simpson Thacher & Bartlett LLP. About Johns-Manville Johns-Manville Corp. was, by most sources, the largest manufacturer of asbestos-containing products and the largest supplier of raw asbestos in the United States from the 1920s until the 1970s. Manville sold raw asbestos to manufacturers of asbestos-based products in 58 countries and distributed its own asbestos-based products "across the entire spectrum of industries and employment categories subject to asbestos exposure." As a result of studies linking asbestos with respiratory disease, Manville became the target of a growing number of products liability lawsuits in the 1960s and 1970s. Buckling under the weight of its asbestos liability, Manville filed for Chapter 11 protection on August 26, 1982, before Judge Lifland. To avoid the uncertainty of insurance litigation and to fund its plan of reorganization, Manville sought to settle its insurance claims. Manville obtained in excess of $850,000,000 from settlements with its insurers. The U.S. Bankruptcy Court for the Southern District of New York entered an order confirming the Debtors' Second Amended and Restated Plan of Reorganization on Dec. 22, 1986. KU6 MEDIA: Enters Into Agreement for Going Private Transaction -------------------------------------------------------------- Ku6 Media Co., Ltd. announced that it had entered into a definitive Agreement and Plan of Merger with Shanda Investment Holdings Limited ("Parent") and Ku6 Acquisition Company Limited, a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Agreement, Parent will acquire the Company for cash consideration equal to US$0.0108 per ordinary share of the Company or US$1.08 per American Depositary Share of the Company, each representing 100 Shares. This price represents a premium of 54% over the closing price of the Company's ADSs on Jan. 29, 2016, the last trading date immediately prior to the Company's announcement on Feb. 1, 2016, that it had received a "going private" proposal, a premium of 42% over the average closing price of its ADSs during the 30 trading days prior to Feb. 1, 2016, and a premium of 52% over the average closing price of its ADSs during the 60 trading days prior to Feb. 1, 2016. As of the date of the Agreement, Parent beneficially owns approximately 69.9% of the Company's issued and outstanding Shares. Subject to the terms and conditions set forth in the Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent, and each of the Shares issued and outstanding immediately prior to the effective time of the Merger (including Shares represented by ADSs) will be cancelled in consideration for the right to receive US$0.0108 per Share or US$1.08 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) the Shares (including ADSs corresponding to such Shares) beneficially owned by Parent, any Shares held by the Company or any of its subsidiaries and any Shares (including ADSs corresponding to such Shares) held by the depositary and reserved for issuance and allocation pursuant to the Company's equity compensation plans, in each case, immediately prior to the effective time of the Merger, each of which will be cancelled without payment of any consideration or distribution therefor, (ii) restricted Shares (including restricted Shares represented by ADSs) issued by the Company under the Company's equity compensation plans, each of which will be cancelled at the effective time of the Merger and thereafter represent only the right to receive the issuance of restricted shares in the surviving company in accordance with the Agreement, and (iii) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Shares will be cancelled at the effective time of the Merger for the right to receive the fair value of such Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands. Parent intends to fund the transaction through cash at hand. The Company's Board of Directors, acting upon the unanimous recommendation of the special committee of independent directors formed by the Board of Directors, unanimously approved the Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger and the transactions contemplated thereby, including the Merger, and resolved to recommend that the Company's shareholders vote to approve the Agreement and the Transactions, including the Merger. The Special Committee, which is composed solely of independent directors who are unaffiliated with Parent, Merger Sub or management of the Company, exclusively negotiated the terms of the Agreement with Parent with the assistance of its independent financial and legal advisors. The Merger, which is currently expected to close in the second half of 2016, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders holding two-thirds or more of the votes represented by the Shares (including Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting, which will be convened to consider the approval of the Agreement and the Transactions, including the Merger. Parent beneficially owns sufficient Shares to approve the Agreement and the Transactions, including the Merger, and intends to vote in favor of such approval. If completed, the Transactions will result in the Company becoming a privately-held company and, if applicable, the ADSs will no longer be listed on the NASDAQ Global Market. Duff & Phelps, LLC and Duff & Phelps Securities, LLC is serving as financial advisor to the Special Committee, Weil, Gotshal & Manges LLP is serving as U.S. legal advisor to the Special Committee, and Harney Westwood & Riegels is serving as Cayman Islands legal advisor to the Special Committee. Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to Duff & Phelps. Davis Polk & Wardwell LLP is serving as U.S. legal advisor to Parent. Conyers Dill & Pearman is serving as Cayman Islands legal advisor to Parent. A copy of the press release is available for free at: http://is.gd/JJKCR1 About Ku6 Media Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video company in China focused on User-Generated Content. Through its premier online brand and online video Web site -- http://www.ku6.com/-- Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. As of Dec. 31, 2015, the Company had $9.01 million in total assets, $14.31 million in total liabilities and a $5.29 million total shareholders' deficit. PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses, negative working capital, net cash outflows, and uncertainties associated with significant changes made, or planned to be made, in respect of the Company's business model, raise substantial doubt about the Company's ability to continue as a going concern. LAND LAPPER: City's Bid to Dismiss Bankruptcy Suit Denied --------------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania denied the motion filed by the City of Philadelphia to dismiss the case captioned IN RE: LAND LAPPER, INC., Chapter 11, Debtor, Bky. No. 14-18360 ELF (Bankr. E.D. Pa.). The denial, however, was without prejudice and subject to the following conditions: -- payment by Land Lapper to the City of all real estate taxes presently due and owing for tax year 2016, on or before April 22, 2016; -- payment by Land Lapper of monthly adequate protection payments to the City of $1,500 commencing on May 1, 2016 until the effective date of Land Lapper's proposed chapter 11 plan of reorganization. Judge Frank also stated that the City may renew its motion in the event that the disclosure statement is not approved on March 30, 2016, the plan of reorganization is not confirmed at the first scheduled confirmation hearing, or any other future event that causes or is reasonably likely to cause further delay in the plan's confirmation. A full-text copy of Judge Frank's March 17, 2016 order is available at http://is.gd/rspqjcfrom Leagle.com. LB STEEL: Files Rule 2015.3 Periodic Report ------------------------------------------- LB Steel LLC disclosed in a filing with the U.S. Bankruptcy Court for the Northern District of Illinois that it holds 100% stake in LB Steel Acquisitions V, LLC as of Sept. 30, 2015. The report was filed pursuant to Bankruptcy Rule 2015.3, which required the company to disclose the value, operations and profitability of entities in which it holds a substantial or controlling interest. The report is available without charge at http://is.gd/XFBTNT About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and debts of more than $50 million. The Debtor has engaged Perkins Coie LLP as counsel. Judge Janet S. Baer is assigned to the case. LEAPFROG ENTERPRISES: Common Stock Delisted From NYSE ----------------------------------------------------- In connection with the consummation of LeapFrog Enterprises, Inc.'s merger with VTech Holdings Limited, the Company notified the New York Stock Exchange of its intent to remove the Shares from listing on the NYSE and requested that the NYSE file a delisting application with the SEC to delist and deregister the Shares. On April 5, 2016, the NYSE filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 to delist and deregister shares of Class A Common Stock. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. 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. LEAPFROG ENTERPRISES: Executives Resign After Sale to VTech ----------------------------------------------------------- Each of John Barbour, William Chiasson, Thomas Kalinske, E. Stanton McKee, Jr., Randy Rissman, Caden Wang and Stephen Youngwood, tendered their respective resignations as directors from Leapfrog Enterprises, Inc.'s board of directors and from all committees of the Board on which those directors served. John Barbour, the Company's chief executive officer, and Raymond L. Arthur, the Company's chief financial officer, ceased to serve as officers, as well as the following named executive officers: Kenneth Adams, Greg Ahearn and Anthony Hicks. VTech Holdings Limited has completed its acquisition of LeapFrog Enterprises, Inc., a leading developer of educational entertainment for children. In accordance with the terms of the Merger Agreement, VTech Holdings has designated and the Company has elected Nick Delany and William To to serve as directors on the Board. Nick Delany and William To will serve as chief executive officer and president, respectively. 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. LEAPFROG ENTERPRISES: Terminates Loan Agreement with BofA --------------------------------------------------------- Leapfrog Enterprises, Inc., on April 1, 2016, terminated the Amended and Restated Loan and Security Agreement, dated as of Aug. 13, 2009, by and among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., as agent. In connection with the termination of the Credit Facility, the Company repaid in full the Company's obligations under the Credit Facility, according to a regulatory filing with the Securities and Exchange Commission. 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. LEAPFROG ENTERPRISES: Terminates Registration of Securities ----------------------------------------------------------- LeapFrog Enterprises, Inc. filed with the Securities and Exchange Commission a post-effective amendment to its Form S-3 registration statement (Registration No. 333-174632). In addition, the Company also filed post-effective amendments relating to the following Form S-8 registration statements: * File No. 333-183102, pertaining to the registration of 1,191,753 shares of Class A Common Stock, $0.0001 par value per share, of the Company, issuable under the LeapFrog Enterprises, Inc. Amended and Restated 2011 Equity and Incentive Plan; * File No. 333-175275, pertaining to the registration of 16,559,975 shares of Common Stock authorized to be issued under the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan; * File No. 333-145125, pertaining to the registration of 3,000,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan; * File No. 333-136328, pertaining to the registration of 2,000,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan, 500,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Non-Employee Directors' Stock Award Plan and 650,000 shares of Common Stock granted to Jeffrey G. Katz as an inducement to employment pursuant to a Stock Option Agreement between Mr. Katz and the Registrant; * File No. 333-117798, pertaining to the registration of 2,500,000 shares of Common Stock to be issued pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan; and * File No. 333-97061, pertaining to the registration of 10,526,706 shares of Common Stock issuable pursuant to outstanding options under the 2002 Equity Incentive Plan, 4,131,277 shares of Common Stock reserved for future grant under the 2002 Equity Incentive Plan, 150,000 shares of Common Stock issuable pursuant to outstanding options under the 2002 Non-Employee Directors' Stock Option Plan, 600,000 shares of Common Stock reserved for future grant under the 2002 Non- Employee Directors' Stock Option Plan and 2,000,000 shares of Common Stock reserved for future grant under the 2002 Employee Stock Purchase Plan. On April 4, 2016, pursuant to the Agreement and Plan of Merger, dated as of Feb. 5, 2016, by and among LeapFrog, VTech Holdings Limited, an exempted company incorporated in Bermuda with limited liability and Bonita Merger Sub, L.L.C., a Delaware limited liability company ("Acquisition Sub"), Acquisition Sub merged with and into the Company. As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. 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. LEAPFROG ENTERPRISES: VTech Holdings No Longer Owns Class A Shares ------------------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, VTech Holdings Limited, VTech USA Holdings, L.L.C. and Allan Wong Chi Yun disclosed that as of April 4, 2016, they no longer own shares of Class A Common Stock, Par Value $0.0001 Per Share, of LeapFrog Enterprises, Inc. At the effective time of the Merger of Merger Sub into LeapFrog, all Company Shares held by VTech and Holdings were automatically cancelled and, therefore, after the effective time of the Merger, VTech and Holdings ceased to beneficially own Company Shares. In connection with the Merger, 100 shares of common stock, par value $0.01 per share, of the Surviving Corporation were issued to Holdings so that the Surviving Corporation became an indirect wholly-owned subsidiary of VTech and all of the Surviving Corporation's equity interests were beneficially owned by VTech and Holdings. A copy of the regulatory filing is available for free at: http://is.gd/CctGja 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. LIME ENERGY: To Seek Stockholder OK of CohnReznick Engagement ------------------------------------------------------------- As previously disclosed by Lime Energy Co. on its Current Report on Form 8-K filed Feb. 16, 2016, the Audit Committee of the Board of Directors of the Company appointed CohnReznick LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending Dec. 31, 2016. In connection with this appointment, the Company informed BDO USA, LLP that the Company had determined not to appoint BDO to audit the Company's consolidated financial statements for the fiscal year ending Dec. 31, 2016, and that BDO's engagement would terminate upon the issuance of BDO's report on the Company's consolidated financial statements for the fiscal year ended Dec. 31, 2015. On April 5, 2016, the Company amended the Current Report to confirm that, upon BDO's issuance of its report on the Company's consolidated financial statements for the fiscal year ended Dec. 31, 2015, in connection with the Company's filing of its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015, BDO completed its engagement. Such report was issued March 30, 2016. During the Company's fiscal years ended Dec. 31, 2014, and Dec. 31, 2015, and the subsequent interim period through March 30, 2016, (i) the Company had no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure that, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter thereof in connection with its reports on the financial statements for such periods, and (ii) there were no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the material weakness reported in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015' and the change in controls reported in the Form 10-K. BDO's audit report on the Company's consolidated financial statements for the fiscal years ended Dec. 31, 2013, and 2014, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. The Audit Committee's engagement of CohnReznick will be submitted for stockholder approval at the Company's 2016 Annual Meeting of Stockholders. A copy of the Form 8-K report is available for free at: http://is.gd/oA1BTk About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com/-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $4.44 million on $113 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common stockholders of $5.60 million on $58.8 million of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $57.6 million in total assets, $41.8 million in total liabilities, $10.7 million in contingently redeemable series C preferred stock and $5.09 million in total stockholders' equity. LINN ENERGY: In Talks with Creditors for Consensual Restructuring ----------------------------------------------------------------- As disclosed in a regulatory filing with the Securities and Exchange Commission, Linn Energy, LLC, Linn Energy Finance Corp., and all of the Company's material subsidiaries, other than Berry Petroleum Company, LLC, on April 4, 2016, entered into a settlement agreement with certain holders of the Issuers' $1.0 billion of outstanding 12% Senior Secured Second Lien Notes due 2020 and Delaware Trust Company, as successor trustee and collateral trustee. The Settlement Agreement was executed by the Settling Holders, which collectively hold more than two-thirds of the outstanding principal amount of the Notes. In accordance with the indenture governing the Notes dated as of Nov. 20, 2015, the collateral trust agreement dated as of Nov. 20, 2015, and certain exchange agreements dated as of Nov. 13, 2015, the Issuers and the Guarantors have agreed to deliver to the Collateral Trustee, and make arrangements for recordation of, the mortgages. The Indenture required the Issuers and the Guarantors to deliver and make arrangements for recordation of mortgages by Feb. 18, 2016, subject to a 45-day grace period. The Issuers and the Guarantors had previously elected to exercise their right to the grace period and not deliver or make arrangements for recordation of the mortgages and, as a result, were in default under the Indenture. The Issuers and the Guarantors have since delivered and made arrangements for recordation of the mortgages and are no longer in default under the Indenture. The Settlement Agreement, upon its effectiveness, provides that the Parties will commence good faith negotiations with each other regarding the terms of a potential comprehensive and consensual restructuring, including a potential restructuring under a Chapter 11 plan of reorganization. If the Parties are unable to reach agreement on the terms of a consensual restructuring on or before the date on which such Chapter 11 cases are commenced (or such later date as mutually agreed to by the Parties), the Parties will support entry by the bankruptcy court of a settlement order that, among other things, (i) approves the issuance of additional Notes, in the principal amount of $1 billion plus certain accrued interest, on a proportionate basis to existing holders of the Notes and (ii) releases the mortgages and other collateral upon the issuance of the additional Notes. The Settlement Agreement terminates upon, among other events, (i) the expiration of 91 days after effectiveness of the Settlement Agreement, unless the Issuers and the Guarantors have commenced Chapter 11 cases, or (ii) entry by the bankruptcy court of a final, non-appealable order denying the Issuers' and the Guarantors' motion seeking entry of the Settlement Order. A full-text copy of the Form 8-K report is available for free at: http://is.gd/Df8YpL 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. LINN ENERGY: Reaches Settlement That Likely Includes Bankruptcy --------------------------------------------------------------- Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that Linn Energy LLC has reached a settlement with bondholders that likely will result in the oil and gas producer seeking bankruptcy protection to complete its restructuring during the next three months. According to the report, the company said on April 5 that it had reached an agreement with a majority of a group of bondholders, curing a default under those bonds. Under the agreement, the bondholders and Linn have agreed to resume negotiations on the terms of a debt-restructuring plan, likely to be executed through a chapter 11 bankruptcy filing, the report related. The regulatory filing disclosed: "On April 4, 2016, Linn Energy, LLC, Linn Energy Finance Corp., and all of the Company's material subsidiaries, other than Berry Petroleum Company, LLC, entered into a settlement agreement with certain holders of the Issuers' $1.0 billion of outstanding 12% Senior Secured Second Lien Notes due 2020 and Delaware Trust Company, as successor trustee, and collateral trustee. The Settlement Agreement was executed by the Settling Holders, which collectively hold more than two-thirds of the outstanding principal amount of the Notes. "In accordance with the indenture governing the Notes dated as of November 20, 2015, the collateral trust agreement dated as of November 20, 2015, and certain exchange agreements dated as of November 13, 2015, the Issuers and the Guarantors have agreed to deliver to the Collateral Trustee, and make arrangements for recordation of, the mortgages. The Indenture required the Issuers and the Guarantors to deliver and make arrangements for recordation of mortgages by February 18, 2016, subject to a 45-day grace period. The Issuers and the Guarantors had previously elected to exercise their right to the grace period and not deliver or make arrangements for recordation of the mortgages and, as a result, were in default under the Indenture. The Issuers and the Guarantors have since delivered and made arrangements for recordation of the mortgages and are no longer in default under the Indenture. "The Settlement Agreement, upon its effectiveness, provides that the Parties will commence good faith negotiations with each other regarding the terms of a potential comprehensive and consensual restructuring, including a potential restructuring under a chapter 11 plan of reorganization. If the Parties are unable to reach agreement on the terms of a consensual restructuring on or before the date on which such chapter 11 cases are commenced (or such later date as mutually agreed to by the Parties), the Parties will support entry by the bankruptcy court of a settlement order that, among other things, (i) approves the issuance of additional Notes, in the principal amount of $1 billion plus certain accrued interest, on a proportionate basis to existing holders of the Notes and (ii) releases the mortgages and other collateral upon the issuance of the additional Notes. "The Settlement Agreement terminates upon, among other events, (i) the expiration of 91 days after effectiveness of the Settlement Agreement, unless the Issuers and the Guarantors have commenced chapter 11 cases, or (ii) entry by the bankruptcy court of a final, non-appealable order denying the Issuers??? and the Guarantors??? motion seeking entry of the Settlement Order." 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. MAGNACHIP SEMICONDUCTOR: Court Rules on Bids to Dismiss "Thomas" ---------------------------------------------------------------- Judge Jon S. Tigar of the U.S. District Court for the Northern District of California ruled on five motions to dismiss the case captioned KEITH THOMAS, et al., Plaintiffs, v. MAGNACHIP SEMICONDUCTOR CORP., et al., Defendants, Case No. 14-cv-01160-JST (N.D. Cal.). Claims were brought under both the Securities Exchange Act of 1934 and the Securities Act of 1933, related to allegations that Magnachip made materially false and misleading statements in its financial statements and other information related to securities offerings. The motions to dismiss were filed by: 1) Nader Tavakoli; 2) Avenue Capital Management II, L.P., Michael Elkins, and Randal Klein; 3) Ilbok Lee, Magnachip Semiconductor Corp., and R. Douglas Norby; 4) Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Needham & Company, LLC, and UBS Securities LLC; and 5) Margaret Sakai. A settlement was eventually reached by the parties in regards to all claims asserted against all defendants except for Avenue Capital. Accordingly, the motions to dismiss in regards to all other defendants were denied as moot without prejudice to their re-filing if the settlement agreement is not approved. As to Avenue Capital, Judge Tigar ruled that the motions to dismiss are denied as to the plaintiffs' claims against Avenue Capital under sections 20(a) and 20A of the Securities Act, but the motions to dismiss are granted with prejudice as to the plaintiff's claims against Avenue Capital under sections 23(a)(2) and 15 of the Securities Act. A full-text copy of Judge Tigar's March 4, 2016 order is available at http://is.gd/gWnTrwfrom Leagle.com. Richard Hayes, Keith Thomas, Plaintiffs, represented by Jeremy A Lieberman -- jalieberman@pomlaw.com -- Pomerantz LLP, pro hac vice, Lionel Z. Glancy -- lglancy@glancylaw.com -- Glancy Prongay & Murray LLP, Joshua B. Silverman -- jbsilverman@pomlaw.com -- Pomerantz LLP, pro hac vice, Laurence M. Rosen -- lrosen@rosenlegal.com -- The Rosen Law Firm, P.A., Lesley F. Portnoy -- lportnoy@glancylaw.com -- Glancy Prongay & Murray LLP, Marc Ian Gross -- migross@pomlaw.com -- Pomerantz LLP, pro hac vice, Michael J. Wernke -- mjwernke@pomlaw.com -- Pomerantz LLP, pro hac vice, Patrick V. Dahlstrom -- pdahlstrom@pomlaw.com -- Pomerantz LLP, pro hac vice, Phillip C. Kim -- pkim@rosenlegal.com -- The Rosen Law Firm, P.A., Robert Vincent Prongay -- rprongay@glancylaw.com -- Glancy Prongay & Murray LLP & Sunny September Sarkis -- ssarkis@rgrdlaw.com -- Robbins Geller Rudman & Dowd LLP. Herb Smith, Plaintiff, represented by Jeremy A Lieberman, Pomerantz LLP, pro hac vice, Lionel Z. Glancy, Glancy Prongay & Murray LLP, Marc Ian Gross, Pomerantz LLP, pro hac vice, Joshua B. Silverman, Pomerantz LLP, pro hac vice, Michael J. Wernke, Pomerantz LLP, pro hac vice, Patrick V. Dahlstrom, Pomerantz LLP, pro hac vice, Robert Vincent Prongay, Glancy Prongay & Murray LLP & Sunny September Sarkis, Robbins Geller Rudman & Dowd LLP. Magnachip Semiconductor Corp., Defendant, represented by Daniel J. Kramer -- dkramer@paulweiss.com -- Paul Weiss Rifkind Wharton & Garrison LLP, pro hac vice, Robert N Kravitz -- rkravitz@paulweiss.com -- Paul Weiss Rifkind Wharton & Garrison LLP, pro hac vice, Alex Young K. Oh -- aoh@paulweiss.com -- Paul Weiss Rifkind Wharton & Garrison LLP, pro hac vice, Jacqueline P. Rubin -- jrubin@paulweiss.com -- Paul Weiss Rifkind Wharton & Garrison LLP, pro hac vice, John C. Tang -- jctang@jonesday.com -- Jones Day, Kelsey Israel-Trummel -- kitrummel@jonesday.com -- Jones Day & Meredith A. Arfa -- marfa@paulweiss.com -- Paul Weiss Rifkind Wharton & Garrison LLP, pro hac vice. Margaret Sakai, Defendant, represented by Evan N. Budaj, Kobre & Kim LLP,Kimberly Perrotta Cole, Kobre & Kim LLP, pro hac vice & Michael Sangyun Kim, Kobre & Kim LLP, pro hac vice. R. Douglas Norby, Ilbok Lee, Defendants, represented by Daniel J. Kramer, Paul Weiss Rifkind Wharton & Garrison LLP, Jacqueline P. Rubin, Paul Weiss Rifkind Wharton & Garrison LLP, Meredith A. Arfa, Paul Weiss Rifkind Wharton & Garrison LLP, Robert N Kravitz, Paul Weiss Rifkind Wharton & Garrison LLP & Alex Young K. Oh, Paul Weiss Rifkind Wharton & Garrison LLP. Nader Tavakoli, Defendant, represented by Daniel J. Fetterman, Kasowitz, Benson, Torres & Friedman LLP, pro hac vice, Jason Takenouchi, Kasowitz, Benson, Torres & Friedman LLP, Brian Choi, Kasowitz Benson Torres & Friedman LLP, pro hac vice & Trevor Joseph Welch, Kasowitz Benson Torres & Friedman LLP, pro hac vice. Randal Klein, Michael Elkins, Avenue Capital Management II, L.P., Defendants, represented by Douglas Maynard, Akin Gump Strauss Hauer & Feld LLP, pro hac vice, Eric Ghiya Ruehe, Akin Gump Strauss Hauer & Feld LLP, John C. Murphy, Akin Gump Strauss Hauer Feld LLP, pro hac vice, Michael Asaro, Akin Gump Strauss Hauer & Feld LLP, pro hac vice,Stephen Michael Baldini, Akin Gump Strauss Hauer & Feld LLP, pro hac vice &Sydney Spector, Akin Gump Strauss Hauer & Feld LLP, pro hac vice. Barclays Capital Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc., UBS Securities LLC, Needham & Company, LLC, Defendants, represented by Matthew Rawlinson, Latham & Watkins LLP, James E. Brandt, Latham & Watkins LLP, pro hac vice & Jason C. Hegt, Latham & Watkins LLP, pro hac vice. Oklahoma Police Pension & Retirement System, Interested Party, represented by Danielle Suzanne Myers, Robbins Geller Rudman & Dowd LLP, Marc Ian Gross, Pomerantz LLP, Dennis J. Herman, Robbins Geller Rudman & Dowd LLP, Joshua B. Silverman, Pomerantz LLP, pro hac vice, Mary K. Blasy, Robbins Geller Rudman & Dowd LLP, Michael J. Wernke, Pomerantz LLP,Patrick V. Dahlstrom, Pomerantz LLP, pro hac vice, Samuel H. Rudman, Robbins Geller Rudman & Dowd LLP, Shawn A. Williams, Robbins Geller Rudman & Dowd LLP & Sunny September Sarkis, Robbins Geller Rudman & Dowd LLP. MAGNUM HUNTER: Pachulski Stang Approved as Conflicts Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Magnum Hunter Resources Corporation, et al., to employ Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel, nunc pro tunc to the Petition Date. PSZ&J is expected to, among other things: a. provide legal advice regarding local rules, practices, and procedures; b. review and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; c. file documents as requested by Kirkland & Ellis and coordinating with the Debtors' claims agent for service of documents; and d. prepare agenda letters, certificates of no objection, certifications of counsel, and notices of fee applications and hearings. The principal attorneys and paralegals designated to represent the Debtors and their current standard hourly rates are: Laura Davis Jones $1,050 Colin R. Robinson $695 Joseph Mulvihill $425 Patricia Cuniff $305 PSZ&J has received payments from the Debtors during the year prior to the Petition Date in the amount of $134,340, including the Debtors' aggregate filing fees for the cases, in connection with its prepetition representation of the Debtors. PSZ&J is current as of the Petition Date, but has not yet completed a final reconciliation of its prepetition fees and expenses. To the best of the Debtors' knowledge, PSZJ is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Joseph M. Mulvihill, Esq., at PSZJ, submitted a certification in relation to the motion. Mr. Mulvihill said that Debtors provided a supplemental declaration to the U.S. Trustee, which resolved the informal comments. About Magnum Hunter Magnum Hunter Resources Corporation is an oil and gas company headquartered in Irving, Texas that primarily is engaged in the acquisition, development, and production of oil and natural gas reserves in the United States. MHRC and its affiliates own interests in approximately 431,643 net acres in total and have proved reserves with an industry value of approximately $234.5 million as of December 31, 2015. In the aggregate, MHRC generated approximately $391.5 million in revenue from their operations in 2014 and generated approximately $169.3 million in revenues from their operations for the ten months ended October 31, 2015. Magnum Hunter Resources Corporation and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary C. Evans as chairman and chief executive officer. Judge Kevin Gross oversees the cases. The Debtors have engaged Kirkland & Ellis, LLP as their general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisor, and Prime Clerk, LLC as notice, claims and balloting agent. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. The Committee retains Ropes & Gray LLP as counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley Research Group, LLC as its financial advisor. Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has approved the disclosure statement explaining Magnum Hunter Resources Corporation, et al.'s Second Amended Joint Chapter 11 Plan of Reorganization and scheduled the confirmation hearing for March 31, 2016, at 11:00 a.m., prevailing Eastern time. MAGNUM HUNTER: PJT Partners Approved as Investment Banker --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Magnum Hunter Resources Corporation, et al., to employ PJT Partners LP as investment banker, nunc pro tunc to the Petition Date. According to the Debtors, PJT was spun off from The Blackstone Group L.P. effective Oct. 1, 2015. Upon the consummation of the spinoff, Blackstone's restructuring and reorganization advisory group became a part of PJT, and Blackstone's restructuring professionals became employees of PJT. PJT is expected to, among other things: a. assist the Debtors in evaluating the Debtors??? businesses and prospects; b. assist the Debtors in developing the Debtors??? long-term business plan and related financial projections; c. assist the Debtors in developing financial data and presentations to the Debtors' board of directors, various creditors, and other third parties; and d. analyze the Debtors??? financial liquidity and evaluate alternatives to improve such liquidity. The Debtors believe that the services will not duplicate the services that other professionals will be providing to the Debtors in the cases. In consideration of the services to be provided, PJT have agreed that PJT will, in respect of its services, be compensated under this fee structure: a) The Debtors will pay PJT a monthly advisory fee in the amount of $155,000, per month, in cash, with the first Monthly Fee payable upon the execution of the Engagement Letter by both parties and additional installments of such Monthly Fee payable in advance on each monthly anniversary of the Effective Date. b) The Debtors will pay PJT an additional fee equal to $5,750,000. c) The Debtors will pay PJT a capital raising fee for any financing arranged by PJT, at the Debtors' written request. d) Upon the consummation of a Transaction, the Debtors will pay PJT a Transaction fee payable in cash directly out of the gross proceeds of the Transaction calculated as 1% of the Consideration. e) The Debtors will reimburse PJT for all reasonable and documented out-of-pocket expenses incurred during this engagement, including, but not limited to, travel and lodging, direct identifiable data processing, document production, publishing services and communication charges, courier services, working meals, reasonable fees and expenses of PJT's counsel and other necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the nature and amount of such expenses. To the best of the Debtors' knowledge, PJT is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Joseph M. Mulvihill, Esq., at PSZJ submitted a certification in relation to the motion. Mr. Mulvihill said that the Debtors provided a supplemental declaration to the U.S. Trustee which resolved the informal comments. About Magnum Hunter Magnum Hunter Resources Corporation is an oil and gas company headquartered in Irving, Texas that primarily is engaged in the acquisition, development, and production of oil and natural gas reserves in the United States. MHRC and its affiliates own interests in approximately 431,643 net acres in total and have proved reserves with an industry value of approximately $234.5 million as of December 31, 2015. In the aggregate, MHRC generated approximately $391.5 million in revenue from their operations in 2014 and generated approximately $169.3 million in revenues from their operations for the ten months ended October 31, 2015. Magnum Hunter Resources Corporation and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary C. Evans as chairman and chief executive officer. Judge Kevin Gross oversees the cases. The Debtors have engaged Kirkland & Ellis, LLP as their general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisor, and Prime Clerk, LLC as notice, claims and balloting agent. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. The Committee retains Ropes & Gray LLP as counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley Research Group, LLC as its financial advisor. Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has approved the disclosure statement explaining Magnum Hunter Resources Corporation, et al.'s Second Amended Joint Chapter 11 Plan of Reorganization and scheduled the confirmation hearing for March 31, 2016, at 11:00 a.m., prevailing Eastern time. MBAC FERTILIZER: Enters into Support Agreement with Zaff -------------------------------------------------------- MBAC Fertilizer Corp. ("MBAC" or the "Company") on April 5 disclosed that it has entered into a support agreement (the "Support Agreement") with Zaff LLC ("Zaff"), the investment fund active in the fertilizer industry which has previously provided bridge financing to the Company, to give effect to a recapitalization of the Company (the "Recapitalization"). The Recapitalization has been approved by the Board of Directors of the Company (the "Board"). In doing so, the Board has determined that the Recapitalization offers substantial benefits to the Company and is in the best interest of the Company and its stakeholders. Among other things, upon implementation, the Recapitalization is expected to result in a significant reduction of debt and increased financial flexibility. An extensive review process by the Company has shown that the Recapitalization is the best and only available alternative for the Company at this time that preserves value for the shareholders of MBAC and for the creditors of MBAC that do not also have claims against MBAC's subsidiaries. Anthony Cina, Chairman of the Special Committee to the Board stated "This Recapitalization represents a significant step in the Company's recovery from unsustainable financial distress. Upon completion of the Recapitalization, the Company will emerge with a substantially restructured and unlevered balance sheet and the beginnings of a global diversified phosphate platform. Throughout the strategic process, we diligently endeavoured to rescue and maximize any residual shareholder value, while protecting the interests of creditors and other stakeholders alike, including those of our employees, who are important partners in the future of Itafos. The Recapitalization will put MBAC in a position to pursue the next phase of our strategic plan, which is to finance and develop a global integrated phosphate producer. We are delighted to have forged a partnership with Zaff, who early on in the process appreciated the interests of MBAC shareholders, creditors and stakeholders. We aligned our interests early on, and, all considered, were able to deliver a workable solution to a very difficult situation. We are exceptionally pleased with this outcome." Under the Support Agreement, the Company has agreed to pursue the completion of the Recapitalization pursuant to a plan of compromise or arrangement under the Companies' Creditors Arrangement Act (Canada) (the "CCAA Proceeding") and a parallel extrajudicial restructuring proceeding in Brazil under The Bankruptcy Law (11,101/2005) (the "Brazilian Proceeding"). The Recapitalization contemplates the following key elements: -- Zaff will acquire, directly or indirectly, substantially all outstanding secured and guaranteed funded debt of the Company and its Brazilian subsidiaries (other than guaranteed funded debts of Itafos Mineracao S.A. to Banco Modal S.A.), as well as certain outstanding unsecured debts of the Company and of the Company's Brazilian subsidiaries that are not guaranteed by the Company (collectively, the "Acquired Debt"), which claims, together with the claims of other secured and unsecured creditors of MBAC and its subsidiaries, will be compromised through the CCAA Proceeding and the Brazilian Proceeding. -- As a result of the CCAA Proceeding, unsecured creditors of the Company will receive either 5.5% of their claim in cash or, in the alternative, a combination of (i) restructured debt of MBAC's primary operating subsidiary or (if elected by the applicable creditor) restructured debt of MBAC; and (ii) common shares of MBAC or (if elected by the applicable creditor) warrants of an MBAC subsidiary exercisable for common shares of MBAC ("Warrants"). -- As a result of the Brazilian Proceeding, Banco Modal S.A. and certain unsecured creditors of the Brazilian subsidiaries of the Company will receive either cash or, in the alternative, a combination of (i) restructured debt of the respective MBAC Brazilian subsidiary; and (ii) common shares of MBAC or (if elected by the applicable creditor) Warrants. -- Upon completion of all transactions contemplated by the Support Agreement, Zaff will receive securities representing up to approximately 77.92% of the common equity of reorganized MBAC (on a fully diluted basis after conversion of the Warrants) in exchange for the compromise of the Acquired Debt and the interim working capital financing that has been provided or will be provided by Zaff to the Company or its subsidiaries pursuant to the CCAA Proceeding and the Brazilian Proceeding. -- In connection with implementation of the CCAA plan, MBAC will indirectly acquire all of the shares of GB Minerals Ltd. ("GBL") beneficially held by Zaff in return for common shares of MBAC at a ratio of 2.5 shares of MBAC for each share of GBL so acquired. -- Subject to certain conditions, Zaff will fund MBAC's and its subsidiaries' funding requirements during the term of the Support Agreement, up to a maximum of US$5 million, with any additional amounts to be agreed by Zaff and MBAC, which will include funding of the costs of the CCAA Proceeding and the Brazilian Proceeding. -- MBAC will use its best efforts to the extent possible under applicable laws to maintain a listing on a Canadian stock exchange and its status as a reporting issuer under Canadian securities laws. In connection with entering into the Support Agreement and as a condition to implementation of the CCAA Proceeding, Mr. Rafael Rangel has been appointed as Interim Chief Financial Officer of MBAC. Other changes contemplated in connection with implementation of the CCAA plan include a reconstituted board of MBAC, the size and composition of which will be satisfactory to Zaff. It is expected that holders of common shares of MBAC on the date the Recapitalization is completed will hold approximately at least 3.6% of the issued and outstanding common shares of MBAC (on a fully diluted basis after accounting for, among other things, the issuance of shares of the Company, assuming all parties receiving securities convertible into shares of the Company under the Recapitalization elect to convert those securities into shares of the Company). It is expected that Zaff will hold approximately 93% of the issued and outstanding common shares of MBAC (on a fully diluted basis after accounting for, among other things, the issuance of shares of the Company, assuming all parties receiving securities convertible into shares of the Company under the Recapitalization elect to convert those securities into shares of the Company). All existing options, warrants or other rights to purchase common shares of MBAC at the completion of the Recapitalization will be cancelled. The Recapitalization will be subject to governmental, court, regulatory, stakeholder and third party approvals, as applicable, as well as the satisfaction or waiver of all the conditions of the Support Agreement, and the Company can give no assurances that the Recapitalization will be completed. The Support Agreement may also be terminated by either MBAC or Zaff in certain circumstances. It is anticipated that the closing of the Recapitalization will occur during the second half of 2016. The Support Agreement will be filed by the Company on SEDAR and the description of the Support Agreement contained in this press release is qualified by the full text of the Support Agreement. Further details of the Recapitalization and the implementation process will be provided in due course as appropriate by MBAC. About MBAC MBAC -- http://www.mbacfert.com-- is focused on becoming a significant integrated producer of phosphate fertilizers and related products in the Brazilian market. MBAC has an experienced team with significant experience in the business of fertilizer operations, management, marketing and finance within Brazil. MBAC owns and operates the Itafos Arraias SSP Operations, which consists of an integrated fertilizer producing facility comprised of a phosphate mine, a mill, a beneficiation plant, a sulphuric acid plant, an SSP plant and a granulation plant and related infrastructure located in central Brazil ("Itafos Operations"). The Itafos Operations are estimated to have production capacity of approximately 500,000 tonnes of SSP per annum. MBAC's exploration portfolio includes a number of additional exciting projects, which are also located in Brazil. The Santana Phosphate Project is a high-grade phosphate deposit located in close proximity to the largest fertilizer market of Mato Grosso State and animal feed market of Para State. MILLENNIA CARDIOVASCULAR: Case Summary & 16 Top Unsec. Creditors ---------------------------------------------------------------- Debtor: Millennia Cardiovascular, P.A. 101 E. Market Street, Suite 1H Smithfield, NC 27577 Case No.: 16-01829 Nature of Business: Health Care Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Judge: Hon. David M. Warren Debtor's Counsel: Jason L. Hendren, Esq. HENDREN REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: 919 573-1422 Fax: 919 420-0475 E-mail: jhendren@hendrenmalone.com - and - Rebecca F. Redwine, Esq. HENDREN REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: 919 420-0941 Fax: 919 420-0475 E-mail: rredwine@hendrenmalone.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Franklin Wefald, president. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb16-01829.pdf NAVIENT CORP: Fitch Affirms 'BB' IDR, Outlook Stable ---------------------------------------------------- Fitch Ratings has affirmed Navient Corporation's long-term Issuer Default Rating (IDR) and senior unsecured debt rating at 'BB' and short-term IDR at 'B'. The Rating Outlook is Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer finance companies, which comprises five publicly rated firms. KEY RATING DRIVERS - IDRs and Senior Unsecured Debt The rating affirmations and Stable Outlook reflect Navient's strong market position and demonstrated servicing track record (as part of its predecessor organization) in the student loan servicing space, the low credit risk and predictable cash flow nature of its federal student loan assets and fee-based businesses, appropriate risk-adjusted capitalization, adequate liquidity, and seasoned management team. Rating constraints include Navient's concentrated business model, reliance on wholesale funding sources, emerging refinance risk associated with sizeable unsecured debt maturities in the 2018-2019 time period, long-term strategic uncertainty and continued elevated regulatory, legislative and litigation risk. The vast majority of Navient's $134.1 billion of assets ($37 billion of Federal Family Education Loan Program [FFELP] Stafford loans, $59.5 billion of FFELP Consolidation loans and $26.4 billion of private loans) at Dec. 31, 2015 are in run-off, which means federal student loan servicing and other contingency collections are the primary sources of potential long-term core earnings growth. That said, the student loan portfolio is expected to amortize over an extended period of time which, Fitch believes, will provide the company with ample time to attempt to execute on other strategic growth initiatives aimed at offsetting the declining loan portfolio. As of Dec. 31, 2015, the weighted-average lives of Navient's FFELP Stafford and FFELP Consolidation portfolios were 4.8 years and 8.7 years, respectively, assuming constant prepayment rates (CPRs) of 3% for each portfolio. The weighted-average life of the private student loan portfolio was 7.0 years, assuming a CPR of 5% at Dec. 31, 2015. Navient continues to pursue opportunistic acquisitions of student loan assets to replace portfolio amortization and maintain operating scale, although these opportunities were more limited in 2015 because of unattractive pricing during the year and significant widening in student loan ABS spreads since the middle of 2015. Nonetheless, during 2015, Navient acquired $3.7 billion in FFELP loans. Additionally, Navient is able to maintain its servicing scale despite the portfolio runoff through its servicing contract with the U.S. Department of Education (ED), in which it is allocated loans originated under the Direct Student Loan Program (DSLP). Acquisitions of student loan portfolios have been further complicated by the emergence of technical default risk on FFELP securitizations that resulted in Fitch placing $8 billion and $71.2 billion of FFELP ABS bonds on Rating Watch Negative in June and December 2015, respectively. The technical default risk stems from the myriad government-sponsored student debt payment relief programs which have slowed the pace of borrower repayments. Despite the extremely limited risk of ultimate repayment being impaired, this delayed timing of repayment could result in ABS transactions being in technical default if the bonds are not fully repaid by their legal final maturity dates. Of the bonds placed on Negative Watch, roughly $50 billion are held in Navient-sponsored trusts. Navient has taken remedial actions (amending ABS maturity dates, implementing a revolving credit facility between Navient and the ABS trusts, exercising cleanup call features, among other actions) to help mitigate potential rating actions, although the ultimate outcome is uncertain and could constrain Navient's ability to issue new FFELP ABS and/or impact its cost of funding. Navient acquired controlling interests in two companies within its Asset Recovery segment in 2015, Gila, LLC (Gila), and Xtend Healthcare (Xtend), which seek to leverage Navient's existing collections processing and loan servicing expertise and infrastructure, while also accelerating business diversification into other categories outside of student loans. Fitch views the acquisitions positively as they have the potential to enhance Navient's earnings capacity and accelerate growth in the asset recovery business and beyond the education loan markets. Notwithstanding the acquisitions of Gila and Xtend, Navient's success in growing its existing servicing and collection businesses has been mixed. The Bipartisan Budget Act, which became effective on July 1, 2014, reduced the fees Navient can earn for rehabilitating defaulted FFELP Loans. On Feb. 21, 2015, Navient's contract with the ED to collect defaulted federal student loans expired and was not renewed. The ED has since issued a request for proposals for similar services and Navient has submitted a bid. These two items had an aggregate impact of approximately $144 million, or 5.6% of 2015 consolidated core net revenue. Navient's contract with the ED to service federal student loans was extended on Aug. 27, 2014, by five years, through June 2019. The contract included revised performance metrics, an updated allocation methodology, and provides incentives for keeping borrowers in good standing and reducing delinquencies. Beginning in 2015, the potential pool of new DSLP borrowers was reduced, as the new contract began allocating 26% of new borrowers to not-for-profit servicers. Not-for-profit servicers previously only serviced existing loans. As a result of the allocation to not-for-profit servicers, Navient's share of DSLP borrowers declined to 15% in the most recent allocation by the ED, from 24% previously. The company earned $139 million of revenue from the contract in 2015, or roughly 5% of 2015 consolidated core net revenue. In December 2015, Congress passed legislation that requires an allocation system to award new loan volume to all the servicers on the basis of their performance utilizing established common metrics, and on the basis of the capacity of each servicer to process new and existing accounts. The ED has not yet announced how it will implement these requirements and has said that it intends to start a rebidding process for these servicing contracts sometime in 2016. Fitch believes further declines in loan volume, together with the potential for higher costs stemming from heightened regulatory oversight of student loan servicers, make it unclear whether the ED servicing contract will be a sustainable earnings driver for Navient over the longer term. Fitch believes Navient's operating cash flows will be sufficient to service unsecured debt maturities over the next two years, but coverage is notably weaker in the 2018-2020 period, when unsecured debt maturities are more elevated including $2.6 billion in 2018, $2.5 billion in 2019 and $2.1 billion in 2020. The company has several options to increase its liquidity including additional financing backed by the substantial overcollateralization in its student loan ABS trusts, securitization of unencumbered loans, issuance of senior unsecured notes, and/or reducing shareholder distributions. Further, Navient has the ability to continue to utilize excess liquidity and cash flow to prepay a portion of its unsecured debt through both open-market repurchases and tender offers. An inability by Navient to improve its liquidity profile well in advance of the higher unsecured debt maturities beginning in 2018 could lead to negative rating actions. Fitch views Navient's capitalization on a risk-adjusted basis as adequate given that 78% of its loan portfolio consists of student loans largely guaranteed by the federal government. While a relatively small amount of capital is held against legacy FFELP loans (roughly 50 bps), management has indicated that the capital allocation of private education loans is roughly 11%. Tangible common equity as a percentage of tangible assets was 2.5% at Dec. 31, 2015, compared with 2.6% in the year ago period, as meaningful share repurchase activity more than offset retained earnings and a 9% decline in tangible assets. The future capitalization level of the company will largely depend on Navient's ability to augment its existing portfolio through acquisitions, the mix of FFELP assets, the level of expansion of the Business Services segment and the pace of share repurchases. Fitch would view increased capitalization positively, particularly if it comes from consistent earnings generation. The senior unsecured debt ratings are equalized with Navient's IDR. The equalization reflects the availability of sufficient unencumbered assets, which Fitch believes enhances Navient's financial flexibility. RATING SENSITIVITIES - IDRs and Senior Unsecured Debt Fitch believes positive ratings momentum is limited in the near term. However, demonstrated access to the unsecured debt markets at a reasonable cost, meaningful improvements in core fee-business operating performance, portfolio acquisitions on attractive terms which increase future earnings capacity, a demonstrated ability to successfully launch new businesses, and reductions in leverage could support positive ratings momentum longer term. In the near term, Navient's primary negative rating sensitivity relates to the emerging refinance risk associated with its elevated debt maturities in 2018-2020. Failure to address refinance risk via increased liquidity, repurchase/repayment of existing debt, moderated shareholder distributions or a combination of these actions, could have negative rating implications. Longer term, negative ratings momentum could develop from an inability to access the ABS market at a reasonable cost, deteriorating credit performance, a weakened capitalization profile, higher than expected loan prepayment activity, new and more onerous rules and regulations, or declines in fee revenue resulting from a loss of or sustained reduction in key contracts and/or other relationships. The senior unsecured debt ratings are primarily sensitive to changes in the long-term IDR of Navient. Fitch has affirmed these ratings: Navient Corporation Inc. -- Long-term IDR at 'BB'; -- Short-term IDR at 'B'; -- Senior Unsecured Debt at 'BB'. The Rating Outlook is Stable. NOVOLEX HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services said that it has affirmed all of its ratings on Novolex Holdings Inc., including S&P's 'B' corporate credit rating. The outlook is stable. "The affirmation reflects our expectation that, despite the modest increase in its debt to fund the Heritage acquisition, Novolex will maintain debt levels that we consider appropriate for the current rating," said Standard & Poor's credit analyst Nadine Totri. S&P estimates that Novolex's pro forma adjusted debt-to-EBITDA metric will be around 6.2x (adjusted to include operating leases and pension obligations). S&P believes that the acquisition of Heritage will improve Novolex's revenue mix and product diversity. S&P also expects that Novolex will realize some synergies related to its overhead and procurement costs following the completion of this transaction, which should be attainable given management's good track record of integrating past acquisitions. The stable outlook on Novolex reflects S&P's expectation that the company's EBITDA should gradually improve following the Heritage acquisition based on Standard & Poor's outlook for modest U.S. GDP growth and increased consumer spending over the next 12 months. At the current rating, S&P expects that Novolex will be able to maintain an adjusted debt-to-EBITDA metric of between 5x and 6x. S&P also assumes that management will be supportive of the company's credit quality and thus have not factored any meaningful debt-funded distributions into its analysis. S&P could lower its ratings on Novolex if its operating performance is significantly weaker than S&P expects, due to shifts in consumer preferences, increased legislative pressure, or unexpected difficulties related to the integration of Heritage, causing its debt-to-EBITDA metric to approach 7x without any prospect for recovery. S&P could also consider downgrading Novolex if the company pursued a large debt-funded acquisition or dividend recapitalization, or if its free cash flow deteriorated significantly enough for S&P to revise its assessment of its liquidity to less than adequate. S&P could raise its ratings on Novolex if management committed to maintain a financial policy that will decrease the company's leverage below 5x and increase its FFO-to-debt ratio above 12% for a sustained period, even after factoring in the potential for additional debt-funded acquisitions or dividends. NUO THERAPEUTICS: Files Rule 2015.3 Periodic Report --------------------------------------------------- Nuo Therapeutics Inc. disclosed in a filing with the U.S. Bankruptcy Court in Delaware that it holds 100% stake in Aldagen Inc. as of Feb. 29, 2016. The report was filed pursuant to Bankruptcy Rule 2015.3, which required the company to disclose the value, operations and profitability of entities in which it holds a substantial or controlling interest. The report is available without charge at http://is.gd/Duh8UN About NUO Therapeutics Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. The U.S. Trustee for Region 2 originally appointed three members to the Official Committee of Unsecured Creditors. The U.S. Trustee, on March 14, 2016, said New Hampshire Ball Bearings, Inc. has resigned from the Committee. The remaining committee members are AAPC and CPA Global Limited. The Bankruptcy Court has entered an Order granting conditional approval to the Debtor's Disclosure Statement for the First Amended Plan of Reorganization. The Court also approved an expedited pathway to the Company's emergence from Chapter 11 by scheduling a combined hearing on April 25, 2016 to consider the adequacy of the Disclosure Statement and confirmation of the Company's proposed First Amended Plan of Reorganization. PACIFIC RECYCLING: Bank Objects to Extension of Exclusivity ----------------------------------------------------------- Banner Bank objects Pacific Recycling Inc.'s request for further extension of plan exclusivity and deadline to file plan, arguing that there is no indication that the Debtor will be able to obtain sufficient new financing or some other business solution to reduce the Debtor???s debt load and other approaches to reorganization. Banner Bank complains that it is apparent that the Debtor's efforts to obtain new money to fund a plan of reorganization will go nowhere considering that all of Banner Bank's inventory has been processed, while administrative expenses continue to mount. So that even if the Debtor is allowed to borrow $280,000 from Mr. Schultz, it would have only $230,000 to use for new inventory purchases -- net of the $50,000 in back rent the Debtor is proposing to pay to Banner Bank -- may not be enough to keep the Debtor afloat and it seems virtually certain that the Debtor will continue to be in a worse position in three months than it is now, Banner Bank further complains. Banner Bank adds that its ability to realize on PAC's property has been held hostage to the reorganization process -- that process that was supposed to come to a head on March 28 with the filing of a plan and a decision to assume or reject the Debtor's lease of the 11 acres -- but now the Debtor wants more time in its evaluation of a possible sale or surrender of certain assets that is so vague and uncertain as to be almost meaningless for the Debtor's revenues continue to fall while its post-petition liabilities continue to grow, leaving Banner Bank in limbo through June of this year. Banner Bank is represented by: Joseph M. VanLeuven, DAVIS WRIGHT TREMAINE LLP 1300 S.W. Fifth Avenue, Suite 2400 Portland, Oregon 97201-5610 Telephone: (503) 241-2300 Facsimile: (503) 778-5299 Email: joevanleuven@dwt.com About Pacific Recycling Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition was signed by Rodney Schultz as president. The Debtor disclosed total assets of $5,996,665 and total liabilities of $21,718,414. Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP represents the Debtor as counsel. The U.S. Trustee for Region 18 appointed four creditors of Pacific Recycling Inc. to serve on the official committee of unsecured creditors. Cassie K. Jones, Esq., and the law firm of Gleaves Swearingen LLP represent the Committee as its counsel. PACIFIC RECYCLING: Bank Objects to Lease Extension Bid ------------------------------------------------------ Banner Bank objects to Pacific Recycling Inc.'s motion to extend until June 30, 2016, the time for the Debtor to assume its lease of the 11 acres that secures Banner Bank's $2.5 million loan to the Debtor???s affiliated landlord, PAC Recycling, LLC. According to Banner Bank, under the loan documents between Banner Bank and PAC, and the Subordination, Non-Disturbance and Attornment Agreement among Banner Bank, PAC and the Debtor, it is Banner Bank that is now entitled to receive the rents due under the PAC Lease, and is likewise entitled to foreclose the landlord???s interest in the leased property, such that any extension of the assumption/rejection deadline should be conditioned on Banner Bank???s consent, which debtor has not obtained, therefore the Debtor's nominal landlord, PAC???s consent to the requested extension should carry no weight. Furthermore, Banner Bank alleges that while it stipulated to extend the original assumption deadline in reliance on the implicit promise that by the March 28 deadlines the Parties would already know where the Debtor's case is headed -- towards a reorganization or instead should be converted -- but the Debtor has no financing in prospect and no reasonable basis for a reorganization, given the combination of a weak scrap market, massive secured debt, massive post-petition liabilities, and lack of working capital. In addition, Banner Bank asserts that the Debtor's motion indicates that the Debtor will assume the lease if the extension is denied. Banner Bank complains that allowing the Debtor to assume the 65-year lease would only make a bad situation worse for there is no way the Debtor can provide what assumption requires -- payment of back rent and adequate assurance of future performance -- absent a major change in its financial circumstances. Banner Bank is represented by: Joseph M. VanLeuven, DAVIS WRIGHT TREMAINE LLP 1300 S.W. Fifth Avenue, Suite 2400 Portland, Oregon 97201-5610 Telephone: (503) 241-2300 Facsimile: (503) 778-5299 Email: joevanleuven@dwt.com About Pacific Recycling Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition was signed by Rodney Schultz as president. The Debtor disclosed total assets of $5,996,665 and total liabilities of $21,718,414. Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP represents the Debtor as counsel. The U.S. Trustee for Region 18 appointed four creditors of Pacific Recycling Inc. to serve on the official committee of unsecured creditors. Cassie K. Jones, Esq., and the law firm of Gleaves Swearingen LLP represent the Committee as its counsel. PACIFIC RECYCLING: Wants Until June 30 to Decide on 2 Leases ------------------------------------------------------------ Pacific Recycling, Inc., is asking the Bankruptcy Court to extend until June 30, 2016, the deadline to assume or reject the real property leases with PAC Recycling, LLC, with regard to a 10 acre parcel and an 11 acre parcel. The Debtor leases two parcels of real property from an affiliated entity, PAC Recycling, LLC, which consist of a 10 acre parcel in Eugene, with a monthly rent of $10,000 and an 11 acre parcel in Eugene with a monthly rent of $15,000. The Debtor sought a June 30, 2016 extension of the deadline to assume or reject non-residential leases. It contended that it is in the process of preparing a strategy for reorganization, but requires additional time to decide whether to assume or reject one or both of the Leases, depending on the strategy chosen for reorganization. The Debtor further contended that an extension of the deadline is in the best interests of the estate because it avoids creating a substantial administrative expense claim if the lease is assumed and the determination is made at a later date to terminate one of the leases or surrender one parcel to the mortgage lenders. Pacific Recycling is represented by: Laura J. Walker, Esq. Donald J. Koehler II, Esq. CABLE HUSTON LLP 1001 SW 5th Avenue, Suite 2000 Portland, OR 97204-1136 Telephone: (503)224-3092 Facsimile: (503)224-3176 E-mail: lwalker@cablehuston.com dkoehler@cablehuston.com About Pacific Recycling Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition was signed by Rodney Schultz as president. The Debtor disclosed total assets of $5,996,665 and total liabilities of $21,718,414. Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP represents the Debtor as counsel. The U.S. Trustee for Region 18 appointed four creditors of Pacific Recycling Inc. to serve on the official committee of unsecured creditors. Cassie K. Jones, Esq., and the law firm of Gleaves Swearingen LLP represent the Committee as its counsel. PACIFIC SUNWEAR: Case Summary & 40 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Pacific Sunwear of California, Inc. 16-10882 aka PacSun aka Pacific Sunwear 3450 East Miraloma Avenue Anaheim, CA 92806 Miraloma Borrower Corporation 16-10881 Pacific Sunwear Stores Corp. 16-10883 Type of Business: Specialty retail destination for men's and women's apparel, accessories, and footwear inspired by the unique and diverse influences of the California lifestyle. Chapter 11 Petition Date: April 7, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Laurie Selber Silverstein Debtors' Counsel: Michael R. Nestor, Esq. Joseph M. Barry, Esq. Maris J. Kandestin, Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com jbarry@ycst.com mkandestin@ycst.com sreil@ycst.com - and - Michael L. Tuchin, Esq. David M. Guess, Esq. Jonathan M. Weiss, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39 th Floor Los Angeles, CA 90067 Tel: (310) 407-4029 Fax: (310) 407-9090 Email: mtuchin@ktbslaw.com dguess@ktbslaw.com jweiss@ktbslaw.com sgurvitz@ktbslaw.com Debtors' FTI CONSULTING, INC. Financial Advisor: Debtors' GUGGENHEIM SECURITIES, LLC Investment Banker: Debtors' PRIME CLERK LLC Claims and Noticing Agent: Pacific Sunwear's Total Assets: $298,853,000 as of Oct. 31, 2015 Pacific Sunwear's Total Debts: $305,056,000 as of October 31, 2015 The petitions were signed by Craig E. Gosselin, secretary, senior vice president, general counsel, and human resources. List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NIKE Merchandise $5,679,065 1 Bowerman Dr Payables Beaverton, OR 97005 Tel: 503.671.6453 Fax: 503.671.6300 Email: media.relations@nike.com Simon Property Group Occupancy $3,804,699 225 W Washington St Chages Indianapolis, IL 46204 Tel: 317???636.1600 Fax: 302.655.5049 Email: sdoran@simon.com Hurley Merchandise $2,878,125 1945 Placenta Ave Payables Costa Mesa, CA 92627 Tel: 949.548.9375 Fax: 949.548.9521 Sedunotex Co. Ltd. Merchandise $2,814,427 168 Baizhang Road Payables 5/F C&E Building D Ningbo, 315040 China Tel: +865748770064 Fax: +8657487971938 Email: oliver18@zjip.com Shanghai Textile United Merchandise $2,307,486 NO 420 Yu Yao Road Payables Suite 502 Shanghai, 200042 China Say Corporation Merchandise $1,716,776 4 F Gyoha Building 10???25 Payables Nonhyeondong, Gangnam GU Seoul, 135???812 Korea General Growth Occupancy $1,646,406 110 N. Wacker Drive Charges Att: Law/Lease Department Chicago, IL 60606 Tel: 312. 960.5000 Fax: 312. 960.5722 Email: kevin.berry@ggp.com Lenny Import Export Merchandise $1,511,859 Brandy Melville Wholesale Payables 11828 Teale Street Culver City, CA 90230 Federal Express Non-Merchandise $1,250,224 942 South Shady Grove Road Payables Memphis, TN 38120 Tel: 901.818.7500 Email: inquiry@fedex.com Primary Color Systems Non-Merchandise $1,206,477 Attn: Accounts Receivable Payables 265 Briggs Ave Costa Mesa, CA 92626 Tel: 310.841.0250 Fax: 310.841.0254 Email: danhirt@primarycolor.com; vincentrandazzo@primarycolor.com Coddy Global Ltd Merchandise $1,093,501 13/F #2 SEC 1 Tunhua S RD Payables Taipei, 10506 Taiwan BCNU Merchandise $921,256 1105 S Boyle Ave Payables Los Angeles, CA 90023 RVCA Merchandise $847,688 Accounts Receivable Payables 117 Waterworks Way Irvine, CA 92618 Tel: 949.734.2742 Fax: 949.548.7722 Email: info@RVCA.com Macerich Occupancy $787,607 401 Wilshire BI Charges Ste. 700 Santa Monica, CA 90401 Tel: 310.394.6000 Fax: 310.395.2791 Diamond Supply Company Inc. Merchandise $730,483 1710 Cordova Street Payables Los Angeles, CA 90007 Tel: 323.782.0668 Email: customerservice@diamondsupplyco.com Rakuten Marketing LLC Non-Merchandise $685,804 215 Park Avenue South Payables 9th Floor New York, NY 10003 Tel: 646.943 8200 Fax: 646.943.8204 Global Focus Merchandise $619,649 8F???3 NO ALY 22 Payables 17 LN 513 Ruiguang Road Taipei, Taiwan CBL Occupancy $569,705 2030 Hamilton Pl Blvd, Ste500 Charges Chattanooga, TN 37421 House of God LLC Merchandise $525,000 3940 Laurel Canyon Blvd #427 Payables Studio City, CA 91604 Phong Phu Intl Merchandise $439,013 48 Tand Nhon PHU B Ward Payables 20 Didstirct 9 Ho Chi Minh, Vietnam Tel: +84873056886 Fax: +8483728 1846 Email: info@ppj???international.com Westfield Occupancy $432,212 11601 Wilshire Blvd Charges 11th Floor Los Angeles, CA 90025 Tel: 301???755???3225 Email: corpaffairs@westfield.com Rainbow Sandals Inc. Merchandise $429,097 900 Calle Negocio Payables San Clemente, CA 92673 Tel: 949.492.4930 Email: info@rainbowsandals.com Volcom Merchandise $400,985 1740 Monrovia Ave Payables Costa Mesa, CA 92627 Tel: 949.646.2175 Fax: 949.646.5247 Email: ehelp@volcom.com Protrade Garment Merchandise $391,661 Group 7, Binh Duc 1 Payable 24 Thuan An Binh Duong, Vietnam Tel: +846503755143 Fax: +846503755415 Email: infor@protradegarment.com Bbase IDG Limited Merchandise $384,287 RM 2505 25FL The Centrium Payables 25 60 Wyndham Street Central Hong Kong, Hong Kong UPS Merchandise $369,449 28013 Network Place Payables Chicago, IL 60673???1280 Microsoft Non-Merchandise $352,384 One Microsoft Way Payables Redmond, WA 98052 Taubman Occupancy $342,925 200 East Long Lake Road, Suite 300 Charges Bloomfield Hills, MI 48304 Frontline Clothing JRS 5FL Merchandise $330,540 828 Cheung Sha Wan Road Payables Kowloon, CH Hong Kong Tel: +85229595495 Fax: +852295954 Email: HR@frontline.com.hk Servicechannel.com Inc. Non-Merchandise $325,792 18 East 16th Street Payables 2nd Floor New York, NY 10003 Tel: 516.240.6800 Fax: 516.240.6888 Heartland Retail Construction Non-Merchandise $311,909 4956 Memco Lane, Suite A Payables Racine, WI 53404 Tel: 262.681.8200 Fax: 262.681.8207 Email: info@heartlandretail.com Crimson and Clover Inc. Merchandise $301,638 1220 Maple Ave Payables 32 #800 Los Angeles, CA 90015 TEl: 213.744.1226 Tanger Occupancy $287,644 3200 Northline Avenue Suite 360 Charges Greensboro, NC 27408 Adobe Non-Merchandise $264,232 Remittance DR Payables 34 Suite 1025 Chicago, IL 60675???1025 Into Apparell Merchandise $250,995 1707 E 20th St. Payables Los Angeles, CA 90021 Tel: 213.747.0701 PREIT Occupancy $235,747 Charges Key Information Systems Inc. Non-Merchandise $235,145 Payables 54 Reckless Merchandise $235,113 Email: info@youngandreckless.com Payables Capitol Light Non-Merchandise $233,415 Payables Jainsons Intl Inc (DIZZY IZZY) Merchandise $215,033 Email: info@jainsonsintl.com Payables PACIFIC SUNWEAR: Files for Ch. 11 with Debt-to-Equity Plan ---------------------------------------------------------- Teen apparel retailer Pacific Sunwear of California Inc. sought Chapter 11 protection after struggling due to mounting losses and intense competition from fast-fashion retailers and online rivals. PacSun plans to be taken private by investment firm Golden Gate Capital once it emerges from bankruptcy. PacSun has filed a proposed reorganization plan that will convert 65% of its term-loan debt to Golden Gate Capital into the equity of the reorganized company. The private equity firm will give PacSun at least $20 million in additional capital after it emerges from bankruptcy to support its long-term growth objectives. "The plan negotiated with Golden Gate Capital and approved by our board of directors places PacSun in a very promising position as we continue the brand and merchandising transformation that our team has worked relentlessly to achieve," PacSun Chief Executive Gary Schoenfeld said in a statement. PacSun will receive $100 million in debtor-in-possession financing from Wells Fargo. "PacSun has successfully transitioned beyond its historical base of action sports brands to what we believe is the most relevant and coveted mix of brands celebrating the California lifestyle," Josh Olshansky, managing director at Golden Gate Capital, said in a statement. "While there is still work to be done, we are supportive of the steps the company and its management team have taken to position PacSun for success and growth long after emergence." Road to Bankruptcy Gary H. Schoenfeld, President and CEO of Pacific Sunwear, said increased online shopping and unfavorable or uncertain economic conditions, particularly in certain regions, have adversely affected traditional retailers, as internet retailers do not face the same occupancy costs or store payroll expenses as traditional brick-and-mortar retailers. In addition to industry-wide weaknesses, Mr. Schoenfeld said the Company's financial performance was further adversely impacted by several critical mistakes committed by prior management in their merchandising and operating strategies: * First, the Company committed a critical error in 2008 by discontinuing the sales of sneakers, which cost the Company a valuable component of its product mix and created opportunities for the Company's competitors to accelerate their growth in the footwear segment. * Second, the Company's desire to demonstrate continued growth caused the Company to invest in two non-core concepts that were eventually discontinued: (i) D.e.m.o, a late-1990's concept designed to address the growing popularity of urban influences, peaked with 225 stores in 2006 but was discontinued by 2008 due to underperformance and waning popularity; and (ii) One Thousand Steps, created in 2006 as a specialty, fashion forward retailer of branded footwear and accessories, was unsuccessful and was also discontinued in 2008. * Third, the Company shifted its merchandising strategy toward proprietary brands in an attempt to compete with vertical retailers, thereby undermining the Company's core message to consumers and distancing the Company from key brand partners that had previously fueled the Company's growth. * Fourth, the Company began pushing overly-discounted "value" merchandise to all underperforming retail locations, resulting in a lack of consistency in merchandise across stores and further confusion for consumers. * Fifth, the Company's expansion to nearly 1,000 stores created too large a store footprint with numerous underperforming stores and above-market occupancy costs. * Sixth, key senior leadership that had overseen much of the Company's growth left in the mid-2000's, beginning a string of leadership changes that prevented the Company from sending a coherent and consistent message to consumers. * Seventh, the Company's target customer was misaligned; the Company principally appealed to men aged 16-20, but women aged 12-16, which misalignment created a barrier to the Company's ability to attract and retain loyal customers. * Eighth, the Company had no cohesive ecommerce strategy. According to the Mr. Schoenfeld, these errors confused customers regarding the Company's message and merchandise, damaged critical relationships with key brands, and created opportunities for the Company's competitors to accelerate their growth at the Company's expense. As a result, the Company was in a weakened competitive position when the 2008-2009 recession occurred, leading to significant financial underperformance, including negative 20% comparable same store sales performance in 2009. In the second quarter of 2009, the Company hired Gary H. Schoenfeld as its new CEO, its third CEO in four years. Among other things, Mr. Schoenfeld rationalized its store fleet by undertaking a major initiative in 2011 to close underperforming stores, leaving the Company with a lighter store footprint with very few remaining negative contributors. Mr. Schoenfeld said he has successfully stabilized the Company's business, resulting in a strong customer base, an attractive assortment of merchandise, and positive same store sales in 13 of the last 16 quarters through the end of fiscal year 2015, outperforming the vast majority of the Company's peers. Nevertheless, despite successfully reducing the store fleet and making consistent progress to improve operations, the Company's maturing capital structure and high store occupancy costs have proved untenable. Chapter 11 Goals The Company intends to utilize the bankruptcy process to restructure its maturing capital structure and substantially reduce store occupancy costs, thereby allowing the reorganized Company to continue to execute the operational and strategic turnaround that the management team and the CEO have implemented. The Company believes that doing so will help restore the Company to a stronger and more sustainable financial position and maximize value. To meet its objectives, the Company and Wells Fargo Bank, National Association agreed on that certain Debtor-in-Possession Credit Agreement, dated as of April 7, 2016, which provides for a senior secured, super-priority credit facility of up to $100 million, which should provide the Company with sufficient runway to navigate through the reorganization process. In addition, the Company filed a fully-negotiated Restructuring Support Agreement (the "RSA") and plan of reorganization (the "Plan"), pursuant to which PS Holdings of Delaware, LLC - Series A and PS Holdings of Delaware, LLC - Series B, in their capacity as lenders (the "Term Loan Lenders") under that certain Credit Agreement dated as of December 7, 2011 (the "Term Loan Credit Agreement"), will convert a portion of their debt into 100% of the equity interests of the Reorganized Parent, with the remaining debt being converted into a new term loan, and will invest a minimum of an additional $20 million in the Company upon its emergence from chapter 11 in either debt or equity, or a combination of debt and equity. The RSA establishes various milestones, pursuant to which the Company anticipates confirming the Plan within 120 days of the filing date. Pursuant to the RSA and the Plan, Guggenheim will seek a higher and better competing transaction through a marketing process commencing on or about the filing date and governed by bidding procedures, for which the Company is seeking court approval. Following the sale process, and in accordance with such bidding procedures, an auction would be conducted if a higher and better bid is submitted. If a higher and better bid, which provides for, among other things, payment in full of the Term Loan Lenders' claims, is not received, the auction will be cancelled and the Term Loan Lenders will be the winning bidder. First Day Motions To enable the Debtors to operate effectively, minimize disruption to their operations, and maximize the value of their assets, the Debtors have filed various applications and motions seeking immediate or expedited relief. Specifically, these have been filed on behalf of the Debtors: (a) Motion to obtain postpetition financing and use cash collateral; (b) Motion for entry of an order directing joint administration of the Chapter 11 cases; (c) Motion to pay prepetition employee claims, including wages, salaries, and bonuses; (d) Motion authorizing the continued use of their cash management system; (e) Motion for entry of an order authorizing the payment of prepetition sales, use, and franchise taxes and similar taxes and fees; (f) Motion for entry of an order approving the proposed adequate assurance of payment for future utility services; (g) Motion for entry of an order authorizing maintenance, administration, and continuation of certain customer programs; (h) Motion for an order authorizing payment of certain prepetition shipping, delivery, and customs charges; (i) Motion for entry of an order confirming administrative expense priority status of debtors' undisputed obligations for postpetition delivery of goods ordered prepetition; (j) Motion for orders establishing notification procedures and approving restrictions on certain transfers of equity interests in and claims against the Debtors (the "NOL Motion"); (k) Motion for entry of an order establishing procedures for the rejection of executory contracts and unexpired leases; and (l) Debtors' application for an order appointing Prime Clerk LLC as claims and noticing agent. An emergency hearing on the Debtors' NOL motion was held on April 7, 2016 at 11:00 a.m. (ET) before the Honorable Laurie Selber Silverstein, United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Courtroom 2, Wilmington, DE 19801. A hearing on the Debtors' First Day Motions will be held on April 8, 2016 at 9:00 a.m. (ET) before the Honorable Laurie Selber Silverstein, U.S. Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Courtroom 2, Wilmington, DE 19801. A copy of the CEO's affidavit in support of the Chapter 11 filing as well as a copy of the RSA is available for free at: http://bankrupt.com/misc/PacSun_2_1st_Day_Affidavit.pdf A copy of the CFO's affidavit in support of the first day motions is available for free at: http://bankrupt.com/misc/PacSun_3_CFO_Affidavit.pdf Prepetition Capital Structure As of the Petition Date, the Debtors were indebted to Wells Fargo Bank, N.A. (the "ABL Lender"), pursuant to a borrowing base revolver of up to $100 million (the "ABL Facility") under that certain Credit Agreement, dated as of December 7, 2011 (as amended, the "ABL Credit Agreement"), by and among Parent, as lead borrower, PS Stores, as an additional borrower, the lenders party thereto from time to time, Wells Fargo Bank, N.A., as the administrative agent and collateral agent (the "ABL Agent"), and Wells Fargo Capital Finance, LLC, as syndication agent and documentation agent. As of the Petition Date, the Debtors had not less than $41.6 million (consisting of revolving credit loans in the outstanding principal amount of approximately $31.0 million and issued and outstanding letters of credit in the amount of approximately $10.6 million) outstanding under the ABL Facility. As of the Petition Date, the Debtors were indebted to PS Holdings of Delaware, LLC ??? Series A and PS Holdings of Delaware, LLC ??? Series B (together, the "Term Loan Lenders") pursuant to a term loan in the original principal amount of $60 million (the "Term Loan") under that certain Credit Agreement, dated as of December 7, 2011 (as amended, the "Term Loan Credit Agreement"), by and among Parent, as borrower, PS Stores, as guarantor, the Term Loan Lenders, and PS Holdings Agency Corp., as the administrative agent (the "Term Loan Agent"). As of the Petition Date, the current indebtedness under the Term Loan is approximately $88.1 million (inclusive of accrued interest and a prepayment amount). In conjunction with the Term Loan, Parent issued the Series B Preferred stock, which has a liquidation value of $0.1 million, to the Term Loan Lenders, which gives the Term Loan Lenders the right to purchase up to 13.5 million shares of Parent's common stock. The Debtors' Anaheim, California headquarters property is subject to a nonrecourse deed of trust in the initial amount of $16.8 million pursuant to that certain Deed of Trust, Assignment of Rents and Security Agreement, dated August 20, 2010 (as amended, the "Miraloma Note"), by Miraloma, as borrower, to First American Title Insurance Company, as trustee, for the benefit of American National Insurance Company ("ANICO"). Pursuant to a Trust Indenture, dated as of July 1, 2007, the city of Olathe, Kansas (the "City") and U.S. National Bank Association, as trustee, entered into an industrial revenue bond financing transaction with respect to the distribution center in Olathe, Kansas (the "Olathe Property"). The City purchased the Olathe Property from PS Stores through the issuance to PS Stores of industrial revenue bonds due January 1, 2018 in an aggregate principal amount of approximately $23 million (the "IRBs") and contemporaneously leased the land and building to PS Stores for an identical term pursuant to that certain Lease Agreement, dated as of July 1, 2007 between the City and PS Stores (the "Olathe Property Lease"). PS Stores' leasehold interest in the Olathe Property Lease is subject to a mortgage in the initial amount of $13.0 million pursuant to that certain Mortgage, Security Agreement, Financing Statement and Fixture Filing, dated as of August 20, 2010 (as amended, the "PS Stores Note"), by PS Stores, as borrower, in favor of ANICO. As of the Petition Date, the Debtors believe that unsecured claims against the Debtors approximate $60,000,000. Unsecured claims against the Debtors, include: (i) accrued and unpaid trade and other unsecured debt incurred in the ordinary course of the Debtors' business, (ii) unpaid amounts owed to the Debtors' vendors, and (iii) claims by landlords for unpaid rent and other obligations under the Debtors' leases. If leases are rejected during the cases, the amount of unsecured claims could increase significantly. Pacific Sunwear of California, Inc. ("Parent") is publicly-owned and has one class of common stock and one class of preferred stock. The number of shares of common stock, par value $0.01 per share, outstanding as of February 16, 2016, was 70,221,822. As of the Petition Date, the Term Loan Lenders hold Series B Preferred stock, which has a liquidation value of $0.1 million and which gives the Term Loan Lenders the right to purchase up to 13.5 million shares of Parent's common stock, representing, as of Dec. 7, 2011, 19.9% of Parent's common stock outstanding, or 16.7% on a fully-diluted basis, at an initial conversion price of $1.75 per share of underlying common stock. About Pacific Sunwear Founded in 1982 in Newport Beach, California as a surf shop, Pacific Sunwear of California, Inc. operates in the teen and young adult retail sector, selling men's and women's apparel, accessories, and footwear. The Company went public in 1993 (NASDAQ: PSUN), and peaked with 965 stores in 2006. At present, the Company has approximately 593 retail locations nationwide under the names "Pacific Sunwear" and "PacSun," which stores are principally in mall locations. The Company has 2,000 full-time workers. Through its ecommerce business, the Company operates an e-commerce site at http://www.pacsun.com/ On April 7, 2016, Pacific Sunwear of California, Inc., and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Laurie Selber Silverstein, and the Debtors have requested joint administration of the cases under Case No. 16-10882. The Debtors sought Chapter 11 protection with a Chapter 11 plan that would convert debt into equity. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc., as financial advisor; Guggenheim Securities, LLC, as investment banker; and Prime Clerk LLC as claims and noticing agent. PACIFIC SUNWEAR: Plan Offers Up to 1.80% Recovery for Unsecureds ---------------------------------------------------------------- Pacific Sunwear of California, Inc., and its subsidiary debtors filed a Joint Plan of Reorganization that converts 65% of the $88.1 million term loan debt to Golden Gate Capital into 100% of the equity in the reorganized company, allocates $400,000 for unsecured creditors owed $60 million, and provides that existing shareholders would be wiped out. According to the Disclosure Statement, unsecured creditors are slated to have a recovery of 0.50% to 1.80% based on currently available information. The Plan provides for a cash payment to Holders of allowed general unsecured claims of $400,000 to be distributed pro rata among holders of allowed general unsecured claims. As of the Petition Date, the Debtors believe that unsecured claims against the Debtors approximate $60,000,000. Unsecured claims against the Debtors include: (i) accrued and unpaid trade and other unsecured debt incurred in the ordinary course of the Debtors' business, (ii) unpaid amounts owed to the Debtors' vendors, and (iii) claims by landlords for unpaid rent and other obligations under the Debtors' leases. If leases are rejected during the cases, the amount of unsecured claims could increase significantly. 100% Stock for Term Lenders The Plan provides for the issuance of 100% of the new common stock in Reorganized Parent (the "New Parent Interests") to Golden Gate's PS Holdings of Delaware, LLC - Series A and PS Holdings of Delaware, LLC - Series B, in their capacity as Holders of Term Loan Claims (the "Term Loan Lenders"), in exchange for a portion of the $88.1 million term loan claims, with the remaining portion of the term loan claims to be converted into a $30 million new term loan. In addition, the term loan lenders (or their Affiliates) will consummate a minimum of a $20 million investment upon consummation of the Plan to fund ongoing operations, in the form of debt, equity, or a combination of debt and equity. The Plan also contemplates the Debtors' solicitation of higher or otherwise better bids for the New Parent Interests or for all or substantially all of the Debtors' assets in accordance with the proposed bidding procedures submitted to the Court. If no qualified bid that must yield sufficient proceeds to pay the DIP Claims, the ABL Claims, and the Term Loan Claims in full in cash is received, the Term Loan Lenders will be deemed the winning bidder and the Debtors will proceed immediately with solicitation and confirmation of the Plan. If a qualified bid is received, an auction will be conducted. If the auction yields a highest and best bid from a party other than the Term Loan Lenders, the Debtors and the winning bidder will proceed either to confirm the Plan, as modified, or closing of the sale pursuant to 11 U.S.C. Sec. 363, and the term loan claims will be paid in full, in cash upon consummation of the sale or the Plan, as modified. Treatment of Claims and Interests The Plan proposes to treat claims and interests as follows: * With respect to the $41.6 million owing under the borrowing base revolver of up to $100 million (the "ABL Facility") with Wells Fargo, the Plan contemplates that the ABL Facility will receive Cash in an amount equal to the amount of Allowed ABL Claims. The Debtors will into a New ABL Facility to fund ongoing operations and obligations under the Plan, including to pay or refinance the DIP Facility Claims. * The $88.1 million term loan claims will be allowed (together with any interest, fees (including, without limitation, any prepayment fees), costs and other obligations, charges or amounts paid, incurred or accrued prior to the Petition Date), and, on the Effective Date, (i) if the holders of the term loan claims are the winning bidder, they will receive 100 percent of the interests in the reorganized company and a $30 million new term loan, and (ii) if the Term Loan Lenders are not the winning bidder, the holders of the term loan claims will receive Cash in an amount equal to the amount of allowed term loan claims. * All administrative claims, allowed priority tax claims, and priority non-tax claims will be paid in full and all other Secured claims will be satisfied, consistent with Section 1129 of the Bankruptcy Code. * Mortgage notes claims will be reinstated, and "qualified unsecured claims" will be paid in full (without postpetition interest, late fees, or penalties), subject to entry into a qualified support agreement. * Holders of allowed general unsecured claims will receive a cash payment of $400,000 to be distributed pro rata among holders of allowed general unsecured claims. * Existing interests in Pacific Sunwear of California, Inc. will be cancelled under the Plan. Copies of the Plan and Disclosure Statement are available at: http://bankrupt.com/misc/PacSun_17_Plan.pdf http://bankrupt.com/misc/PacSun_18_DS.pdf The Golden Gate entities can be reached at: PS Holdings of Delaware, LLC - Series A One Embarcadero Center, 39th Floor San Francisco, California 94111 Attn: Stephen Oetgen, P.C. E-mail address: soetgen@goldengatecap.com - and - PS Holdings of Delaware, LLC - Series B One Embarcadero Center, 39th Floor San Francisco, California 94111 Attn: Stephen Oetgen, P.C. E-mail address: soetgen@goldengatecap.com The Term Loan Lenders' attorneys: KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Attn: Joshua A. Sussberg, P.C. E-mail address: jsussberg@kirkland.com - and - KIRKLAND & ELLIS LLP 555 California Street San Francisco, California 94104 Attn: Melissa N. Koss E-mail address: melissa.koss@kirkland.com About Pacific Sunwear Founded in 1982 in Newport Beach, California as a surf shop, Pacific Sunwear of California, Inc. operates in the teen and young adult retail sector, selling men's and women's apparel, accessories, and footwear. The Company went public in 1993 (NASDAQ: PSUN), and peaked with 965 stores in 2006. At present, the Company has approximately 593 retail locations nationwide under the names "Pacific Sunwear" and "PacSun," which stores are principally in mall locations. The Company has 2,000 full-time workers. Through its ecommerce business, the Company operates an e-commerce site at http://www.pacsun.com/ On April 7, 2016, Pacific Sunwear of California, Inc., and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Laurie Selber Silverstein, and the Debtors have requested joint administration of the cases under Case No. 16-10882. The Debtors sought Chapter 11 protection with a Chapter 11 plan that would convert debt into equity. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc., as financial advisor; Guggenheim Securities, LLC, as investment banker; and Prime Clerk LLC as claims and noticing agent. PACIFIC SUNWEAR: Says It's Business as Usual While in Ch. 11 ------------------------------------------------------------ Pacific Sunwear of California, Inc. on April 7 disclosed that it and all of its subsidiaries (collectively, "PacSun" or the "Company") have entered into a restructuring support agreement (the "RSA") with affiliates of Golden Gate Capital ("Golden Gate Capital"), the holder of its secured term loan provider under the Company's financing facilities. In conjunction with the RSA, a Plan of Reorganization (the "Plan") was approved by the Company's Board of Directors, which provides a comprehensive roadmap for the Company to continue to execute its strategy and position the Company for long-term success as a privately owned entity by Golden Gate Capital. The parties intend to implement the Plan through a Chapter 11 process. To that end, on April 7 PacSun filed voluntary petitions to restructure under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Under the Plan, PacSun will continue to operate its business without interruption to customers, vendors, partners and employees. Pursuant to the Plan, Golden Gate Capital will be converting more than 65% of its term loan debt into the equity of the reorganized company and providing a minimum of $20 million in additional capital to the reorganized Company upon its emergence from Chapter 11 to support its long-term growth objectives. The Company also announced that it has received a commitment for a flexible draw $100 million in debtor-in-possession ("DIP") financing from Wells Fargo Bank, National Association ("Wells Fargo"), the Company's revolver lender, which will allow the Company to draw capital as needed to manage seasonal swings in cash flow. Wells Fargo has also committed to provide a five-year $100 million revolving line of credit effective upon the Company's emergence from Chapter 11 and subject to certain conditions. Gary H. Schoenfeld, President and Chief Executive Officer, stated: "The plan negotiated with Golden Gate Capital and approved by our Board of Directors places PacSun in a very promising position as we continue the brand and merchandising transformation that our team has worked relentlessly to achieve. Golden Gate Capital is a private equity investment firm with over $15 billion of capital under management and a tremendous track record of success. Their deep familiarity with our business, retail expertise, financial strength and industry experience make them an exceptional equity partner for us going forward. Importantly, great brand partnerships will remain paramount to PacSun's success and the Plan provides for all key suppliers to be paid in full following the effective date of the Plan." Mr. Schoenfeld continued, "We have been making significant strides over the past several years to improve performance. Due to our team's hard work and unique brand partnerships, PacSun is the only one of our direct retail competitors to achieve compounded positive same-store-sales over the past four years. Through this restructuring, however, we plan to solve the two structural issues that operationally we could not fix on our own. First is a very high occupancy cost of approximately $140 million per year, and second is nearly $90 million of long-term debt coming due later this year. The bankruptcy process gives us the ability both to fix our balance sheet by reducing our long-term debt by more than 65%, and reduce our annual occupancy costs, either through landlord negotiations or lease rejections, appropriately adjusting the fixed costs of operating our stores to better match the shifting retail landscape." Josh Olshansky, Managing Director at Golden Gate Capital, said: "PacSun has successfully transitioned beyond its historical base of action sports brands to what we believe is the most relevant and coveted mix of brands celebrating the California lifestyle. We believe in the future of the Company, as reflected by our significant injection of new capital into the business. While there is still work to be done, we are supportive of the steps the Company and its management team have taken to position PacSun for success and growth long after emergence. Notably, the Company has delivered positive comparable store sales in 13 of the past 16 quarters. We look forward to working closely with Gary and the PacSun team to build a stronger future while continuing to deliver the compelling product assortment and great shopping experience that has long defined PacSun to customers." The DIP from Wells Fargo provides for a $100 million revolving credit facility that will allow the Company to draw capital as needed to manage seasonal swings in cash flow, subject to certain limitations and conditions. This DIP financing, in conjunction with the Company's cash on hand, is expected to fund the Company's operations during the Chapter 11 process, including its obligations to vendors, employees, and other purveyors of goods and services. The DIP is subject to Bankruptcy Court approval and the satisfaction of specified closing conditions. PacSun intends to operate its business as usual throughout the Chapter 11 restructuring process. All PacSun stores nationwide will remain open on normal schedules and are continuing to operate in the ordinary course. The Chapter 11 filing should have no immediate impact on PacSun's employees and customers. The Company is seeking customary authority from the Bankruptcy Court to continue to make wage and salary payments, continue various benefits for employees and honor certain customer programs, such as benefits earned under its myGSOM REWARDS loyalty program, gift cards and returns on merchandise purchased prior to the bankruptcy filing. Bankruptcy Court approval for those requests is expected within the next few days. As a result, the Company's salaried and hourly employees should continue to be paid on the normal schedule, and there are expected to be no changes to various employee benefit programs. In addition, customers should not experience any changes in their relationship with PacSun as there are expected to be no changes to the customer loyalty program, warranty programs, return policies or gift card balances. Guggenheim Securities is acting as investment banker for the Company, Klee, Tuchin, Bogdanoff & Stern LLP is the Company's legal counsel in connection with the debt restructuring, and RCS Real Estate Advisors is the Company's real estate advisor. FTI Consulting serves as its restructuring advisor. Perella Weinberg Partners is acting as financial advisor for Golden Gate Capital, and Kirkland & Ellis is Golden Gate Capital's legal counsel. Choate Hall & Stewart LLP is Wells Fargo's legal counsel. Fourth Quarter Financial Information The Company also disclosed that net sales for the fourth quarter of fiscal 2015 ended January 30, 2016, were $232.9 million versus net sales of $231.6 million for the fourth quarter of fiscal 2014 ended January 31, 2015. Comparable store sales for the fourth quarter of fiscal 2015 were slightly positive at 0.2%. The Company ended the fourth quarter of fiscal 2015 with 601 stores versus 605 stores a year ago. On a GAAP basis, the Company reported a net loss of $10.0 million, or $(0.14) per diluted share, for the fourth quarter of fiscal 2015, compared to a net loss of $26.0 million, or $(0.38) per diluted share, for the fourth quarter of fiscal 2015. The net loss for the Company's fourth quarter of fiscal 2015 included a non-cash gain of $0.2 million, or $0.00 per diluted share, compared to a non-cash loss of $14.3 million, or $(0.21) per diluted share, for the fourth quarter of fiscal 2014, related to the derivative liability that resulted from the issuance of Convertible Series B Preferred Stock (the "Series B Preferred") in connection with the term loan financing the Company completed in December 2011 with an affiliate of Golden Gate Capital. On a non-GAAP basis, excluding the non-cash loss on the derivative liability, other one-time charges, and assuming a tax benefit of $2.5 million, the Company would have incurred a net loss for the fourth quarter of fiscal 2015 of $6.4 million, or $(0.09) per diluted share, as compared to net loss of $7.1 million, or $(0.10) per diluted share, for the same period a year ago. "Our slightly positive comp store sales performance was at the better end of what many retailers experienced over the Holiday season, which continues to validate our core strategies as we re-establish the new PacSun," said Mr. Schoenfeld. Full Year Financial Information Net sales for fiscal 2015 were $800.9 million versus net sales of $826.8 million for fiscal 2014. Comparable store sales decreased 2.6% during fiscal 2015. On a GAAP basis, the Company reported a net loss of $8.5 million, or $(0.12) per diluted share, for the 2015 fiscal year, compared to a net loss of $29.4 million, or $(0.42) per diluted share for the 2014 fiscal year. The net loss for the 2015 fiscal year included a non-cash gain of $27.7 million, or $0.40 per diluted share, compared to a non-cash gain of $2.3 million, or $0.03 per diluted share for the 2014 fiscal year, related to the derivative liability. On a non-GAAP basis, excluding the non-cash gain on derivative liability, other one-time charges, and assuming a tax benefit of approximately $11.0 million, the Company would have incurred a net loss for the 2015 fiscal year of $22.6 million, or $(0.32) per diluted share, as compared to a net loss of $18.5 million, or $(0.27) per diluted share, for the 2014 fiscal year. Derivative Liability In fiscal 2011, as a result of the issuance of the Series B Preferred in connection with the Company's $60 million senior secured term loan financing with an affiliate of Golden Gate Capital, the Company recorded a derivative liability equal to approximately $15 million, which represented the fair value of the Series B Preferred upon issuance. In accordance with applicable U.S. GAAP, the Company has marked this derivative liability to fair value through earnings and will continue to do so on a quarterly basis until the shares of Series B Preferred are either converted into shares of the Company's common stock or until the conversion rights expire (December 2021). About Pacific Sunwear of California, Inc. Pacific Sunwear of California, Inc. and its subsidiaries -- http://www.pacsun.com-- is a specialty retailer delivering Best Brands, Great Style [TM] through its unique 34 year heritage at the center of California lifestyle. The Company sells a combination of branded and proprietary casual apparel, accessories and footwear designed to appeal to teens and young adults. As of April 7, 2016, the Company operates 593 stores in all 50 states and Puerto Rico. PETTERS CO.: BMO's Bid to Dismiss "Ritchie" Suit Granted -------------------------------------------------------- Judge Ann D. Montgomery of the United States District Court for the District of Minnesota granted the motion filed by BMO Harris Bank, N.A. to dismiss the case captioned Ritchie Capital Management, L.L.C.; Ritchie Capital Management, Ltd.; Ritchie Special Credit Investments, Ltd.; Rhone Holdings II. Ltd.; Yorkville Investments I, LLC; and Ritchie Capital Structure Arbitrage Trading, Ltd., Plaintiffs, v. BMO Harris Bank, N.A., as successor to M&I Marshall & Ilsley Bank, Defendant, Civil No. 15-1876 ADM/JJK (D. Minn.). The case stemmed from a $3.8 billion dollar Ponzi scheme orchestrated by Thomas J. Petters through his company Petters Company, Inc. (PCI). The Ritchie entities asserted civil conspiracy and fraud claims, alleging that, despite knowledge of the scheme, M&I Marshall & Ilsley Bank and M&I officer Christopher Flynn chose to assist Petters in perpetuating the fraud because M&I earned substantial fees from the PCI account. BMO, as successor-in-interest to M&I, moved to dismiss the original complaint on two grounds: (1) the complaint fails to state a claim for relief, requiring dismissal under Rule 12(b)(6) of the Federal Rules of Civil Procedure; and (2) the case is duplicative of Petters-related bankruptcy proceedings and should be dismissed based on abstention. BMO also opposed the Ritchie entities' motion for leave to amend the complaint, arguing that leave to amend should be denied based on prejudicial delay and futility. Judge Montgomery held that the Ritchie entities' delay in seeking leave to amend is not unduly prejudicial to BMO based on the early procedural stage of the litigation, the relatively short length of delay, and the liberal amendment standard articulated in Rule 15(a). The judge, however, agreed with BMO in finding that the first amended complaint is duplicative of the Petters-related bankruptcy proceedings. Thus, Judge Montgomery held that abstention is appropriate and the Ritchie entities' motion for leave to amend the complaint was denied based on futility. Judge Montgomery also found that the original complaint duplicates the Petters-related bankruptcy proceedings and that abstention was warranted. Consequently, the case was dismissed without prejudice until after the related PCI bankruptcy proceedings have been resolved. A full-text copy of Judge Montgomery's March 15, 2016 memorandum opinion and order is available at http://is.gd/y6X2gOfrom Leagle.com. Ritchie Capital Management, L.L.C., Ritchie Capital Management, Ltd., Ritchie Special Credit Investments, Ltd., Rhone Holdings II, Ltd., Yorkville Investments I, L.L.C., Ritchie Capital Structure Arbitrage Trading, Ltd. are represented by: Gregg M Fishbein, Esq. Kate M. Baxter-Kauf, Esq. LOCKRIDGE GRINDAL NAUEN PLLP Suite 220 100 Washington Avenue South Minneapolis, MN 55401-2159 Tel: (612)339-6900 Fax: (612)339-0981 E-mail: gmfishbein@locklaw.com kmbaxter-kauf@locklaw.com - and - James T. Kim, Esq. Leo Victor Leyva, Esq. Victoria J. Cioppettini, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street Hackensack, NJ 07601 Tel: (201)489-3000 Fax: (201)489-1536 E-mail: jkim@coleschotz.com lleyva@coleschotz.com vcioppettini@coleschotz.com - and - Jed M. Weiss, Esq. COLE SCHOTZ P.C. 1325 Avenue of the Americas 19th Floor New York, NY 10019 Tel: (212)752-8000 Fax: (212)752-8393 E-mail: jweiss@coleschotz.com -- and -- Nancy Gertner, Esq. LAW OFFICES OF NANCY GERTNER 1525 Massachusetts Ave. Cambridge, MA 02239 E-mail: ngertner@law.harvard.edu BMO Harris Bank N.A. is represented by: Adine S Momoh, Esq. Keith S Moheban, Esq. STINSON LEONARD STREET LLP 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Tel: (612)335-1500 Fax: (612)335-1657 E-mail: adine.momoh@stinson.com keith.moheban@stinson.com - and - Debra L. Bogo-Ernst, Esq. Joshua D. Yount, Esq. Lucia Nale, Esq. MAYER BROWN LLP 71 S. Wacker Drive Chicago, IL 60606 Tel: (312)782-0600 Fax: (312)701-7711 E-mail: dernst@mayerbrown.com jdyount@mayerbrown.com lnale@mayerbrown.com - and - John L Kirtley, Esq. GODFREY & KAHN SC 833 East Michigan Street, Suite 1800 Milwaukee, WI 53202-5615 Tel: (414)273-3500 Fax: (414)273-5198 E-mail: jkirtley@gklaw.com About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. The Official Committee of Unsecured Creditors is represented by David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark & Johnson, P.A. Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq., Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger, Esq., at Lindquist & Vennum LLP. PHOTOMEDEX INC: Has Until Sept. 2016 to Comply with NASDAQ Rule --------------------------------------------------------------- PhotoMedex, Inc., on Sept. 29, 2015, received written notification from The NASDAQ Stock Market LLC that the closing bid price of its common stock had been below the minimum $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the requirements for continued listing on the NASDAQ Global Select Market under NASDAQ Marketplace Rule 5450(a)(1). The Notice provided the Company with an initial period of 180 calendar days, or until March 28, 2016, to regain compliance with the listing rules. The Company would regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period, as confirmed by written notification from NASDAQ. If the Company did not achieve compliance by March 28, 2016, NASDAQ could provide notice that its securities were subject to delisting from the NASDAQ Global Select Market. As of March 28, 2016, the Company's bid price remained under $1.00 per share. On March 10, 2016, trade in the Company's common stock transferred to the NASDAQ Capital Market. This move to the NASDAQ Capital Market did not affect the trading of the Company's common stock. The NASDAQ Capital Market is a continuous trading market that operates in substantially the same manner as the NASDAQ Global Select Market, but with less stringent listing requirements. The Company's common shares continued to trade on NASDAQ under the symbol "PHMD." The Company was notified by NASDAQ that its request for a six month extension of time in which to comply with the bid price requirement had been granted. The Company must achieve compliance with this requirement by Sept. 26, 2016. The transfer of its stock from the NASDAQ Global Select Market to the NASDAQ Capital Market was part of the process to request and receive such an extension. The Company intends to consider a range of available options to regain compliance with this continued listing standard, and has provided written notice to NASDAQ of its intention to cure the minimum bid price deficiency during a second grace period by carrying out a reverse stock split, if necessary. At its 2015 annual meeting, the Company's shareholders granted authority to the board of directors to implement, as needed, a reverse split in a ratio up to one common share for each five shares outstanding. The board had decided to delay acting upon that authority while the recently announced transaction with DS Healthcare, Inc. is still pending. However, if the Company does not achieve compliance by the end of the second six month grace period, NASDAQ could provide notice that its securities were subject to delisting from the NASDAQ Capital Market. A full-text copy of the Form 8-K report is available at: http://is.gd/GRMxpm About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. PhotoMedex and its subsidiaries has entered into a second amended and restated forbearance agreement with the lenders that are parties to the credit agreement dated May 12, 2014, and with JP Morgan Chase, as administrative agent for the Lenders pursuant to which the Lender have agreed to forbear from exercising their rights and remedies with respect to certain events of default from Aug. 25, 2014, until April 1, 2016, or earlier if an event of default occurs, according to a document filed with the Securities and Exchange Commission in March 2015. Photomedex reported a net loss of $121 million on $164 million of revenues for the year ended Dec. 31, 2014, compared to net income of $18.4 million on $225 million of revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $67.7 million in total assets, $23.9 million in total liabilities and $43.8 million in total stockholders' equity. Bankruptcy Warning "If, in the future, PhotoMedex is required to obtain similar forbearance agreements as a result of our inability to meet the terms of the credit agreement, there can be no assurance that those forbearance agreements will be available on commercially reasonable terms or at all. If, as or when required, we are unable to repay, refinance or restructure our indebtedness under those credit facilities, or amend the covenants contained therein, the lenders could elect to terminate their commitments under the credit facilities and institute foreclosure proceedings against our assets. Under such circumstances, we could be forced into bankruptcy or liquidation. In addition, any additional events of default or declaration of acceleration under one of those facilities or the forbearance agreement could also result in an event of default under one or more of these agreements. Such a declaration would have a material adverse impact on our liquidity, financial position and results of operations," the Company stated in its 2014 annual report. PRESSURE BIOSCIENCES: Incurs $7.43 Million Net Loss in 2015 ----------------------------------------------------------- Pressure Biosciences, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of applicable to common shareholders of $7.43 million on $1.79 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $6.25 million on $1.37 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Pressure Biosciences had $1.80 million in total assets, $9.78 million in total liabilities and a total stockholders' deficit of $7.97 million. MaloneBailey LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a working capital deficit and has incurred recurring net losses and negative cash flows from operations. These conditions 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/uiR4zq About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. QUANTUM FUEL: Olive Press Managing Member Appointed to Board ------------------------------------------------------------ Quantum Corporation disclosed in a regulatory filing with the Securities and Exchange Commission that effective as of April 1, 2016, Clifford Press, the managing member of Olive Press Partners, LLC, has been appointed to the Board of Directors of the Company. Mr. Press was appointed to the Board pursuant to the terms of the settlement agreement, dated as of July 28, 2014, between Starboard Value L.P., certain of its affiliates and the Company, to fill a vacancy on the Board following the resignation of Phillip Black. Mr. Press' appointment and service on the Board is subject to all of the terms and conditions set forth in the Settlement Agreement. Mr. Press has not been appointed to any committees of the Board. He will participate in the Company's standard compensation and benefits program for outside directors. In addition, Mr. Press entered into the Company's Director Change of Control Agreement and the Company's Indemnification Agreement. 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. QUIGLEY CO: Mintz Directed to File Memorandum on Jurisdiction ------------------------------------------------------------- The Mintz Group LLC is conducting an investigation into the conduct of Weitz & Luxenberg, PC, and Sheldon Silver, the former Speaker of the New York State Assembly who was "of counsel" to Weitz. Silver was convicted following a jury trial in the United States District Court for the Southern District of New York in connection with a Superseding Indictment that charged Silver with fraudulent schemes to deprive the public of his honest services, extortion and money transactions involving crime proceeds. Mintz filed an application to obtain access to a schedule of clients represented by the members of the former Ad Hoc Committee of Tort Victims ("AHC"), a group that included Weitz. The schedule was supposed to be annexed to a statement filed in 2004 on behalf of the AHC pursuant to Federal Bankruptcy Rule 2019 by its counsel, Brown Rudnick Berlack Israels LLP. According to Brown Rudnick, the schedule was not attached to the filed Rule 2019 statement because it was too voluminous. Instead, the Rule 2019 statement represented that the schedule was available on request. This appeared to be a simple matter but was not because there is no evidence that Schedule A, at least in the form that the Rule 2019 statement suggested, was ever prepared. Thus, Mintz essentially seeks to compel Brown Rudnick and/or the members of the AHC to create Schedule A and provide access to Mintz. Mintz's application raises two threshold questions: does the Court have subject matter jurisdiction to grant the relief requested by Mintz, and if so, does Mintz have standing to seek it? In a Memorandum Decision and Order dated March 18, 2016, which is available at http://is.gd/aARHFnfrom Leagle.com, Judge Stuart M. Bernstein of the United States Bankruptcy Court for the Southern District of New York directed Mintz to file a memorandum of law within fourteen days of the date of the order, not exceeding 20 pages, to address the questions raised by the Court. In the event it does not, and absent an extension granted by the Court, the Mintz Motion is deemed abandoned. Brown Rudnick may file an opposition of equal length within fourteen days of the receipt of Mintz's brief. The Court will reserve decision on the merits pending consideration of the threshold questions. The case is In re: QUIGLEY COMPANY, INC., Chapter 11 (Confirmed), Debtor, Case No. 04-15739(SMB)(Bankr. S.D.N.Y.). Quigley Company, Inc., Debtor, is represented by Lawrence V. Gelber, Esq. -- lawrence.gelber@srz.com -- Schulte Roth & Zabel LLP, Victoria A. Lepore, Esq. -- victoria.lepore@srz.com -- Schulte Roth & Zabel, LLP. Quigley Asbestos PI Trust, Trustees of the Quigley Asbestos PI Trust, Trustee, is represented by Rachael Anne Rowe, Esq. -- rrowe@kmklaw.com -- Keating Muething & Klekamp, PLL. United States Trustee, U.S. Trustee, is represented by Tracy Hope Davis, United States Trustee Office, Pamela Jean Lustrin, United States Trustee, Andrea B. Schwartz, U.S. Department of Justice, Greg M. Zipes, Office of the United States Trustee. Unsecured Creditors Committee for Quigley Company, Inc., Creditor Committee, is represented by Elihu Inselbuch, Esq. -- einselbuch@capdale.com -- Caplin & Drysdale, Chartered, Kevin C. Maclay, Esq. -- kmaclay@capdale.com -- Caplin & Drysdale, Chartered. About Quigley Co. Quigley Co. was acquired by Pfizer in 1968 and sold small amounts of products containing asbestos until the early 1970s. In September 2004, Pfizer and Quigley took steps that were intended to resolve all pending and future claims against the Company and Quigley in which the claimants allege personal injury from exposure to Quigley products containing asbestos, silica or mixed dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11 plan and a settlement with Chrysler. Quigley filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a proposed global resolution of all pending and future asbestos- related personal injury liabilities. Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represent the Debtor in its restructuring efforts. Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it disclosed $155,187,000 in total assets and $141,933,000 in total debts. In April 2011, the bankruptcy judge approved a plan-support agreement with Pfizer and an ad hoc committee representing 30,000 asbestos claimants. A May 20, 2011 opinion by District Judge Richard Holwell concluded that Pfizer was directly liable for some asbestos claims arising from products sold by its now non-operating subsidiary Quigley. The district court ruling was upheld in the appeals court. In August 2013, the U.S. District Court reaffirmed the June 28, 2013 U.S. Bankruptcy Court order confirming Quigley's Chapter 11 Plan of Reorganization. Because this proceeding involved asbestos-related litigation, both Bankruptcy and District Court approval was required. RCS CAPITAL: Cetera Debtors Want to Assume RSA ---------------------------------------------- Cetera Advisor Networks Insurance Services, et al. ("Cetera Debtors") ask the U.S. Bankruptcy Court for the District of Delaware for authorization to assume the amended Restructuring Support Agreement between the Debtors and RCS Capital Corporation's direct and indirect affiliates and the Company's key stakeholders that are party to the Restructuring Support Agreement ("Supporting Parties"). The Cetera Debtors contend that throughout the process that has led to the restructuring contemplated under the terms of the Restructuring Support Agreement, the Company and the Supporting Parties have sought to protect the market reputation and operational stability of the Debtors' core asset, the retail broker-dealer business ("Retail Business"), which is operated through non-debtor regulated broker-dealer and/or registered investment adviser affiliates serving approximately 2.5 million clients ("Regulated Entities"). The Restructuring Support Agreement provides for, among other things: (a) an agreement among the Company and constituencies that include holders of approximately 92.5% in principal face amount in amount of the Company's first lien secured credit facility and approximately 87.6% in principle face amount of the Company's second lien secured credit facility and Luxor, which holds the majority of the unsecured claims against the RCS Debtors, to support the proposed Restructuring; (b) $150 million of new-money financing through a new DIP Facility and Exit Facility provided by the Supporting Parties and other lenders under the First Lien Facility and Second Lien Facility to fund the administration of the Bankruptcy Cases and the operations of the Company, including, importantly, the non-debtor entities that make up the Retail Business; (c) an aggressive retention program for the Independent Financial Advisors who provide financial advice and product sales to Retail Business customers; (d) equitization of $50 million in face amount of each of the First Lien Facility and the Second Lien Facility; (e) conversion of the Company's remaining obligations under the First Lien Facility into obligations under a New Second Lien Facility that will have a lower interest rate and longer tenor than the existing First Lien Facility; (f) the funding of a trust for the benefit of unsecured creditors ("Creditor Trust") with a combination of $12 million cash, warrants and certain claims and causes of action to be distributed ratably among the Debtors' unsecured Creditors; (g) the agreement to cap deficiency claims under the Second Lien Facility at $103.2 million and forgo distributions on account of such deficiency claims from the first $30 million of the Creditor Trust's litigation assets and all of its non-litigation assets; and (h) the financial and operational restructuring of the Company into a going concern focused on its core Retail Business. The Cetera Debtors relate that to support the uninterrupted operation of the Retail Business throughout the Restructuring ??? with the Regulated Entities remaining outside of bankruptcy and continuing to serve their clients in compliance with all applicable regulatory capital, compliance with the customer protection rule and other regulatory requirements -- the Restructuring Support Agreement contemplates a carefully orchestrated, phased approach to the bankruptcy filings of the Debtors. They further tell the Court that the first phase consisted of the RCS Debtors' filing their chapter 11 cases with a pre-arranged plan of reorganization that has the support of those debtors' major constituencies. The Cetera Debtors aver that the second phase ??? the filing of the Cetera Debtors' chapter 11 cases with a prepackaged plan that impairs only the claims under the prepetition secured credit facilities -- has commenced. They further aver that the Court has already approved the relief that they seek through their Motion with respect to the RCS Debtors, and that they move separately for the same relief due to their delayed filings. The Cetera Debtors, in their sound business judgment, seek to assume the Restructuring Support Agreement to ensure that the Restructuring and its component compromises proceed and are effectuated as planned. Cetera Advisor Networks Insurance Services, et al., are represented by: Robert S. Brady, Esq. Edmon L. Morton, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: rbrady@ycst.com emorton@ycst.com rpoppiti@ycst.com ibambrick@ycst.com - and - Michael J. Sage, Esq. Shmuel Vasser, Esq. Stephen M. Wolpert, Esq. Janet Bollinger Doherty, Esq. DECHERT LLP 1095 Avenue of the Americas New York, NY 10036 Telephone: (212)698-3500 Facsimile: (212)698-3599 E-mail: michael.sage@dechert.com shmuel.vasser@dechert.com stephen.wolpert@dechert.com janet.bollinger@dechert.com About RCS Capital Corporation 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. RENN FUND: Etude Capital Supports Liquidation, Dissolution ---------------------------------------------------------- Etude Capital, LLC, together with its affiliates and the other participants in its solicitation, collectively the largest stockholder of RENN Fund, Inc., with ownership of approximately 11.4% of the Company's outstanding shares, issued the following statement regarding the news announcement that RENN's board approved a plan of liquidation and dissolution. According to Steven Stein, CEO of Etude Capital, "Etude strongly supports this dissolution. As large stockholders, we have enjoyed a productive and collaborative dialogue with Russell Cleveland. We are confident that the Board has worked tirelessly to evaluate all paths for the company and that a liquidation represents the best outcome for stockholders." Mr. Stein commented, "The swift distribution of fund assets will unlock substantial shareholder value. We also commend Mr. Cleveland for recognizing our distribution plan and working to seek shareholder approval as soon as possible. We reiterate our proposed plan of asset distribution as the most liquid and cost effective." Proposed Distribution Plan Liquidate all securities related to PetroHunter Energy, Points International, Charles and Colvard, and IDI Inc. Issue a substantial cash dividend as well as a distribution of shares in Apivio, FitLife Brands, and Bovie Medical. Prioritize a sale of AnchorFree holdings for no less than $6.2 per share. Mr. Stein said, "We believe implementing these recommendations would create substantial shareholder value and result in an implied valuation of approximately $1.35 per RENN share." About Etude Capital, LLC. Etude Capital LLC is a private investment holding company headquartered in Austin, Texas. Founded in 2012, Etude follows a value driven approach and seeks to unlock shareholder value in special situations. ROTONDO WEIRICH: Asks Removal of Real Estate Debtors From Caption ----------------------------------------------------------------- Rotondo Weirich Enterprises, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to partially terminate the joint administration of the cases and to change the caption of the cases. The Court approved a Settlement Agreement executed by debtors Rotondo Weirich Enterprises, Inc. ("RWE"), Rotondo Weirich, Inc. ("RWI"), RW Motorsports, Inc. ("RW Motorsports"), Fontana Automotive, Inc. ("Fontana"), and real estate debtors Three North Pointe Associates ("3NP"), RW Lederach, LLC ("RW Lederach"), and RW 675, LLC ("RW 675") with Univest Bank and Trust Company and the Official Committee of Unsecured Creditors. The Debtors relate that the Settlement Agreement required, among other things, the dismissal of the Chapter 11 cases of the Real Estate Debtors upon the entry of a final and non-appealable Order approving the Settlement Agreement. The Debtors further relate that the Court's Order approving the Settlement Agreement became final and non-appealable on Feb. 24, 2016 and that the Court dismissed the Chapter 11 cases of 3NP, RW Lederach and RW 675. The Debtors request that the caption of their jointly administered Chapter 11 cases include only Debtors Rotondo Weirich Enterprises, Inc., Rotondo Weirich, Inc., RW Motorsports, Inc., RW Transport, LLC and Fontana Automotive, Inc. The Debtor's Motion is scheduled for hearing on April 27, 2016, at 11:00 a.m. Rotondo Weirich Enterprises and its affiliated debtors are represented by: Aris J. Karalis, Esq. Robert W. Seitzer, Esq. MASCHMEYER KARALIS P.C. 1900 Spruce Street Philadelphia, PA 19103 Telephone: (215)546-4500 E-mail: AKaralis@cmklaw.com RSeitzer@cmklaw.com About Rotondo Weirich Rotondo Weirich Enterprises, Inc. and five of its affiliates Sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 - 15-16151) on Aug. 27, 2015. The petition was signed by Steven J. Weirich as president & CEO. The Debtors disclosed total assets of $8,667,885 and total liabilities of $10,452,860. Maschmeyer Karalis P.C. represents the Debtors. On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3, appointed Grant Brooker, general counsel of Bennett Motor Express LLC; Brett Smith, business manager of Bragg Companies; and Max Helser, president of Helser Industries Inc., to serve on the official committee of unsecured creditors. On Oct. 15, 2015, another unsecured creditor, Mi-Jack Products Inc. Vice-President Jack Wepfer, was appointed to serve on the panel. The unsecured creditors' committee is represented by Reed Smith LLP. Judge Eric L. Frank ordered directing joint administration of the Debtors' cases. RPP LLC: Ferrones' Bid for Stay Pending Appeal Denied ----------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania denied the amended motion filed by Rock and Marcia Ferrone for a stay pending its appeal of the order dismissing RPP, LLC's Chapter 11 Plan. In March 2015, parties to the bankruptcy cases of RPP, LLC and Rock Airport of Pittsburgh, LLC, and the associated adversary proceedings, sought judicial mediation to pursue a global settlement of the numerous matters pending before the court. Among these matters were the competing disclosure statements and plans filed in RPP's bankruptcy case by RPP and Trib Real Estate Company. Rock Ferrone, the equity security holder of RPP, were among the parties directed to participate in mediation. At a Feb. 17, 2016 hearing, the bankruptcy court ruled on the record that, following a thorough review of the mediation record, a global settlement was achieved. The mediation report was adopted and incorporated into the ruling and RPP's Plan was dismissed. A Motion for Order Enforcing Settlement Agreement, or in the Alternative, Setting Aside Agreement Due to No Meeting of the Minds that was filed by the Ferrones a day before the February 17, 2016 hearing was denied as moot. On Feb. 22, 2016, the Ferrones filed a notice of appeal with respect to the orders dismissing RPP's plan and denying their motion to enforce as moot. The Ferrones also sought a stay pending appeal. Judge Bohm found that the Ferrones failed to meet their burden to obtain a stay pending appeal. The judge found that the Ferrones were unlikely to succeed on the merits and that they have failed to demonstrate that they will suffer irreparable harm absent a stay. Judge Bohm also found that the speculative harm to the Ferrones if the case proceeds does not outweigh the harm to other parties in the event a stay is granted. Lastly, as RPP is a source of electrical power for those at the business park, Judge Bohm found it is in the public interest for the case to proceed in order to provide a reliable source of electricity for those who rely on it. The case is IN RE: RPP, LLC, Chapter 11, Debtor. ROCK FERRONE and MARCIA FERRONE, Movants, v. RPP, LLC, THE TRIB TOTAL MEDIA, INC., NATALIE CARDIELLO, AS TRUSTEE OF RAP, LLC, MANAGEMENT SCIENCE ASSOCIATES, INC., AND THOMAS P. REILLY, P.C., Respondents, Bankruptcy No. 13-20868-CMB (Bankr. W.D. Pa.). A full-text copy of Judge Bohm's Feb. 22, 2016 memorandum opinion is available at http://is.gd/vz9o2Jfrom Leagle.com. RPP, LLC is represented by: Robert O Lampl, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412)392-0330 Fax: (412)392-0335 - and - Thomas E. Reilly, Esq. THOMAS E. REILLY, PC 2200 Georgetown Drive Waterfront Corporate Park, Building Two, Suite 403 Sewickley, PA 15143-8797 - and - Elliott J. Schuchardt, Esq. SCHUCHARDT LAW FIRM U.S. Steel Tower, Suite 660 600 Grant Street Pittsburgh, PA 15219 Tel: (412) 414-5138 Fax: (412) 428-9080 E-mail: elliott016@gmail.com RYNARD PROPERTIES: Court Issues Final Decree Order -------------------------------------------------- Hon. Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, upon finding that the estate of Rynard Properties Ridgecrest, LP, has been fully administered, and the deposit required has been distributed accordingly, orders the Debtor's Chapter 11 case closed, and further orders the Reorganized Debtor or other responsible person to pay any outstanding quarterly fees and file any outstanding reports within 30 days from the entry of the Final Decree. The Debtor has made a request that the Court enter a final decree closing its estate after the substantial consummation of the plan as deposits required by the plan have been distributed, and those property proposed by the plan to be transferred had been transferred, while the Debtor or the successor of the Debtor under plan has assumed the business or the management of the property dealt with by the plan, and payments under plan have commenced, and all motions, contested matters and adversary proceedings have been resolved. Rynard Properties Ridgecrest, LP, is represented by: Toni Campbell Parker, Esq. 615 Oakleaf Office Lane #201 Memphis, TN 38117 Telephone: (901) 683-0099 Email: Tparker002@att.net About Rynard Properties Ridgecrest Rynard Properties Ridgecrest LP is a Tennessee limited partnership. Its principal place of business is 2881 Rangeline Road, Memphis, TN 38127, and the Debtor operates a 256 unit multifamily apartment complex of Section 8 housing named Ridgecrest Apartments and currently has TESCO operating the complex as leasing agent. Rynard filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 14-22674) on March 13, 2014. John Bartle signed the petition as secretary/treasurer of Ridgecrest LLC, general partner of the Debtor. In its schedules, the Debtor disclosed $16.2 million in total assets and $8.73 million in total liabilities. Toni Campbell Parker serves as the Debtor's counsel. Judge Jennie D. Latta oversees the case. The U.S. Trustee for Region 8 was unable to appoint an official committee of unsecured creditors. SAITO BROS: Stay on Washington County Property Terminated --------------------------------------------------------- Judge Terry L. Myers of the U.S. Bankruptcy Court for the District of Idaho overruled the chapter 7 trustee's objection to the motion for relief from stay filed by creditor Mark B. Perry. On Jan. 27, 2016, Perry filed a motion for relief from the Section 362(a) stay regarding certain real property located in Washington County, Idaho. Perry specifically brought the motion under Section 362(d)(2)(A) and (B), alleging that there was no equity in that property and it was not necessary to an effective organization. On Feb. 26, Saito Bros Inc.'s chapter 11 case was converted to chapter 7. On March 4, Perry requested entry of an order on his motion, contending that the stay terminated by operation of Section 362(e). The chapter 7 trustee, Janine Reynard, filed an objection to the request for entry and to the motion itself, arguing that, even though no order continuing the stay in effect was entered within the 30-day period of Section 362(e), the Feb. 26 order of conversion occurred within such period. Judge Myers found that the Trustee's own objection effectively conceded the propriety of relief under Section 362(d)(2)(A) and (B). The judge noted that the Trustee's analysis showed there is no "equity" in the property as that term is used in Section 362(d)(2)(A) and that there is, perforce, no "reorganization" now that the case is in chapter 7. The case is IN RE SAITO BROS INC., Chapter 7, Debtor, Case No. 16-00064-TLM (Bankr. D. Idaho). A full-text copy of Judge Myers' March 16, 2016 summary decision is available at http://is.gd/Sur7aofrom Leagle.com. Saito Bros Inc is represented by: John Michael Karass, Esq. JOHN M. KARASS, ESQ., PLLC 6126 W. State St. Ste. 513 Boise, ID 83703 Tel: (208)412-3581 Fax: (208)545-0455 The U.S. Trustee is represented by: David Wayne Newman, Esq. OFFICE OF THE US TRUSTEE US DEPT. 720 Park Boulevard Suite 220 Boise, ID 83712 Tel: (208)334-1300 Fax: (208)334-9756 SILVERLINE CUSTOM: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Silverline Custom Farms, LLC 2643 Leyshon Rd American Falls, ID 83211 Case No.: 16-40277 Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court District of Idaho (Pocatello) Judge: Hon. Jim D Pappas Debtor's Counsel: Sarah B. Bratton, Esq. MARTELLE, BRATTON & ASSOCIATES, P.A. 873 E State St Eagle, ID 83616 Tel: 208-938-8500 Fax: 208-938-8503 E-mail: sarah@martellelaw.com Total Assets: $530,234 Total Liabilities: $1.70 million The petition was signed by Jonathan Adamson, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/idb16-40277.pdf SPORTS AUTHORITY: Has Until April 15 to File Schedules ------------------------------------------------------ U.S. Bankruptcy Judge Mary Walrath has given Sports Authority Holdings Inc. and its affiliates until April 15, 2016, to file their schedules of assets and liabilities and statements of financial affairs. About Sports Authority Holdings Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. SPORTS AUTHORTY: Macy's Joins Frost Brown's Landlord Group ---------------------------------------------------------- Complying with their obligations under Rule 2019 of the Federal Rules of Bankruptcy Procedure, two law firms disclosed that they represent more than one of Sports Authorities' landlords in the retailer's chapter 11 cases. The landlords are: WP Glimcher 180 East Broad Street Columbus, Ohio 43215 -and- CP Pembroke Pines c/o Select Strategies Realty Corporation 5770 Hoffner Avenue, Suite 102 Orlando, Florida 32822 -and- Macy's 7 West Seventh Street Cincinnati, OH 45202 The lawyers are: Leslie C. Heilman, Esq. BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 E-mail: heilmanl@ballardspahr.com -and- Ronald E. Gold, Esq. FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, OH 45202 Telephone: (513) 651-6800 E-mail: rgold@fbtlaw.com The landlords don't support bidding procedures Sports Authority has proposed to sell substantially all of its assets. About Sports Authority Holdings Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPRINGLEAF FINANCE: S&P Assigns 'B' Rating on $400MM Sr. Notes -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' issue-level rating on Springleaf Finance Corp.'s issuance of four-year $400 million senior unsecured notes. The rating is the same as that on the company's existing senior unsecured notes. Springleaf intends to use the net proceeds from the offering for general corporate purposes, which may include debt repurchases and repayments. The issuer credit rating on Springleaf (d.b.a. OneMain Holdings Inc.) remains 'B'. S&P's rating outlook on Springleaf remains negative, reflecting the company's high leverage and uncertainty over how quickly it will be able to rebuild its tangible equity to support its debt balance. However, S&P expects the combined group's earning capacity and capital retention plans should lower leverage below 12x by the end of 2017. The company recently made progress on deleveraging through its sale of its SpringCastle portfolio. At the same time, S&P recognizes that unexpected charges to earnings or an increase in credit losses could prolong the company's deleveraging plans. RATINGS LIST Springleaf Finance Corp. Issuer Credit Rating B/Negative/-- New Rating Springleaf Finance Corp. Senior Unsecured $400 mil. notes due 2020 B STEREOTAXIS INC: Regains Compliance with Minimum Bid Price Rule --------------------------------------------------------------- Stereotaxis, Inc., received notification from the Nasdaq Stock Market that the Company has regained compliance with listing Rule 5550(a)(2), as the bid price of the Company's common stock closed at $1.00 per share or more for at least ten consecutive business days prior to April 5, 2016, according to a Form 8-K report filed with the Securities and Exchange Commission. Previously, on Jan. 20, 2016, the Company received a written deficiency notice from Nasdaq advising the Company that it was not in compliance with the Minimum Bid Price Rule because the bid price of the Common Stock closed below the minimum $1.00 per share for 30 consecutive business days prior to the date of the letter. Since the Company has regained compliance with the Minimum Bid Price Rule, Nasdaq advised in its April 5 letter that it considers this matter to be closed. About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer and developer of a suite of navigation systems in interventional surgical procedures. The Company's Epoch Solution is used in the treatment of arrhythmias and coronary artery disease. Stereotaxis reported a net loss of $7.35 million on $37.67 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $5.20 million on $35.01 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Stereotaxis had $19.22 million in total assets, $36.85 million in total liabilities and a total stockholders' deficit of $17.62 million. In its report on the Company's consolidated financial statements for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification stating that the Company has incurred recurring losses from operations and has a net capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. SUNDEVIL POWER: Schedules $248.8M in Assets, $239.3M in Debt ------------------------------------------------------------ Sundevil Power Holdings LLC disclosed $248,846,449 in assets and $239,334,754 in liabilities in its schedules of assets and liabilities: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $239,556,039 B. Personal Property $9,290,410 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $233,771,278 E. Creditors Holding Unsecured Priority Claims $2,756,061 F. Creditors Holding Unsecured Non-priority Claims $2,807,413 -------------- -------------- TOTAL $248,846,449 $239,334,754 A copy of the company's schedules is available without charge at http://is.gd/PPi7AT About Sundevil Power Merchant power generators Sundevil Power Holdings, LLC and SPH Holdco LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370, respectively), on Feb. 12, 2016. The petitions were signed by Blake M. Carlson as authorized signatory. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of at least $100 million. The Debtors have engaged Vinson & Elkins LLP as legal counsel, Drinker Biddle & Reath LLP as Delaware counsel, and Garden City Group as claims and noticing agent. Judge Kevin J. Carey is assigned to the case. TANGO TRANSPORT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Tango Transport, LLC aka Tango Transport, Inc. 2933 BelClaire Drive Frisco, Tx 75034 Case No.: 16-40642 Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Keith William Harvey, Esq. THE HARVEY LAW FIRM, P.C. 6510 Abrams Road, Suite 280 Dallas, TX 75231 Tel: 972-243-3960 Fax: 972-241-3970 E-mail: harvey@keithharveylaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by B.J. Gorman, president of Gorman Group, Inc., sole member of Debtor. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb16-40642.pdf TENHAWK INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Tenhawk, Inc. fka Haakinson, Inc. dba Club XS dba Crack'd Pot Restaurant fka Haakinson Private Club, Inc. 1089 East Highway 40 Vernal, UT 84078 Case No.: 16-22804 Chapter 11 Petition Date: April 6, 2016 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. Kimball R. Mosier Debtor's Counsel: Andres' Diaz, Esq. DIAZ & LARSEN 307 West 200 South, Suite 2004 Salt Lake City, UT 84101 Tel: (801) 596-1661 Fax: (801) 359-6803 E-mail: courtmail@adexpresslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Annette Haakinson, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. TRICORBRAUN INC.: Moody's Affirms B2 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service affirmed the B2 Corporate Family Rating and B2-PD Probability of Default Rating of TricorBraun Inc. Moody's also affirmed all instrument ratings, including the B1 senior secured term loan due in 2018 which includes an incremental $25 million. Proceeds from the loan, as well as cash on the balance sheet and a small revolver draw, will be used to finance an acquisition and pay related fees and expenses. The transaction is expected to close in April 2016. TricorBraun Inc. -- Affirmed Corporate Family Rating, B2 -- Affirmed Probability of Default Rating, B2-PD -- Affirmed $75 million Senior Secured Revolving Credit Facility due 2018, B1 (LGD 3) -- Affirmed $505 million (includes $25m add-on) Senior Secured Term Loan due 2018, B1 (LGD 3) The ratings outlook is stable. The ratings are subject to the transaction closing as proposed and the receipt and review of the final documentation. RATINGS RATIONALE The affirmation of the B2 corporate family rating and stable outlook reflects pro forma credit metrics that remain within the rating triggers and an expectation of continued strong cash generation. The company's pro forma credit metrics are expected to remain within the rating category since the acquisition will be funded with both debt and cash on hand and a significant amount of free cash flow is expected to be used for debt reduction by year end. TricorBraun has a history of strong free cash generation due to its business model which is expected to continue going forward. While the financial covenant on TricorBraun's credit facility is projected to get relatively tight due to the step downs through 2016 and partial debt funding for an acquisition, the company is expected to build a more comfortable cushion within the next 12 months (mid 2017) given its strong free cash generation. However, Moody's notes that the company will need to execute on its operating and integration plans and improve the covenant cushion as projected in order to maintain its ratings and outlook. The B2 Corporate Family Rating reflects TricorBraun's overall credit metrics, value-added services and scale relative to competitors despite its small revenue base. The rating also reflects the company's historically strong margins for the rating category, ability to profit from volume aggregation and free cash generation ability inherent in the distribution model. The company also has long-standing relationships with many of its customers. The rating is constrained by the company's exposure to some more cyclical end markets, a largely commodity-like product line and potential disintermediation risk in the industry. The rating is further constrained by the company's lack of contracts and low switching costs. TricorBraun's acquisitiveness and financial aggressiveness also pose risks to the company's credit profile. The ratings could be upgraded if there is evidence of a sustained improvement in credit metrics within the context of a stable operating profile and competitive position. An upgrade would also require the maintenance of a balanced financial profile and adequate liquidity. Specifically, the ratings could be upgraded if funds from operations to debt increases to over 10.5%, debt to EBITDA declines below 5.5 times and/or EBITDA to interest expense increases to over 3.3 times. The ratings could be downgraded if there is deterioration in the credit metrics, decline in the operating and competitive environment, and/or a deterioration in the company's liquidity position including projected cushion under its covenant. The financial covenant on TricorBraun's credit facility is projected to get relatively tight due to the partial debt funding for the acquisition and the step downs through 2016 so the company will need to build a more comfortable cushion within the next 12 months (mid 2017) to maintain its ratings and outlook. The ratings could also be downgraded if the company undertakes a large, debt-financed acquisition, if there are significant integration difficulties with any acquired entities and/or further debt financed dividends. Specifically, the ratings could be downgraded if funds from operations to debt declines below 8.5%, debt to EBITDA rises above 5.8 times and/or EBITDA to interest expense declines below 2.7 times. Based in St. Louis, Missouri, TricorBraun Inc. is a distributor of rigid packaging, with extensive capabilities in package design and engineering, logistics, and international sourcing. The product line includes plastic and glass bottles, sprayers, dispensers, closures, pails, tubes, drums and other items. End markets include personal care, healthcare, food, industrial and household chemicals, and wine. The wine segment accounted for approximately 15% of sales. TricorBraun is a portfolio company of CHS Capital and a significant percentage of stock is owned by management. Revenues for the twelve months ended December 31, 2015 were approximately $911 million. VENOCO INC: Hires Bracewell as Bankruptcy Attorneys --------------------------------------------------- Venoco, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Bracewell LLP as attorneys, nunc pro tunc to March 18, 2016. The Debtor requires Bracewell to: (1) advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; (2) advise and consult on the conduct of the chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; (3) attend meetings and negotiate with representatives of creditors and other parties in interest; (4) take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (5) prepare pleadings in connection with the chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; (6) represent the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; (7) advise the Debtors in connection with any potential sale of assets; (8) appear before the Court and any appellate courts to represent the interests of the Debtors??? estates; (9) advise the Debtors regarding tax matters; (10) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and (11) perform all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including (i) analyzing the Debtors??? leases and contracts and the assumption and assignment thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Bracewell will be paid at these hourly rates: Billing Category Range Partners $750-$1,050 Counsel/Associates $385-$760 Paraprofessionals $300-$310 On January 14, 2016, Debtors paid a $250,000 retainer to Bracewell. The following professionals presently are expected to have primary responsibility for providing services to the Debtors: Robert G. Burns ($1,050.00), Robin J. Miles ($975.00), Mark E. Dendinger ($685.00) and Rebekah T. Scherr ($455.00). Bracewell will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information as follows: -- Bracewell was retained by the Debtors pursuant to the Engagement Agreement dated December 29, 2015. The material terms of the prepetition engagement are the same as terms described in the Burns Declaration. -- The Debtors will be approving a prospective budget and staffing plan for Bracewell???s engagement for the postpetition period as appropriate. The budget may be amended as necessary to reflect changed or unanticipated circumstances. Robert G. Burns, partner at Bracewell LLP assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bracewell can be reached at: Robert G. Burns, Esq. Robin J. Miles, Esq. Mark E. Dendinger, Esq. Rebekah T. Scherr, Esq. BRACEWELL LLP 1251 Avenue of the Americas, 49th Floor New York, NY 10020-1104 Tel: (212) 508-6100 Fax: (800) 404-3970 E-mail: Robert.Burns@bracewell.com robin.miles@bracewelllaw.com mark.dendinger@bracewelllaw.com rebekah.scherr@bracewelllaw.com About Venoco Inc. Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation, TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy South Texas, L.P. are independent energy companies primarily focused on the acquisition, exploration, production and development of oil and gas properties in California. As of the Petition Date, the Debtors held interests in approximately 72,053 net acres in California, of which 48,836 are developed. Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. Scott M. Pinsonnault signed the petition as chief financial officer and chief restructuring officer. The Debtors estimated assets in the range of $100 million to $500 million and debts in the range of $500 million to $1 billion. The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and Bracewell LLP as counsel; PJT Partners LP as financial advisor; Deloitte LLP as restructuring advisor; Ernst & Young LLP as independent auditor and tax advisor; and BMC Group, Inc. as notice, claims and balloting agent. Hon. Kevin Gross has been assigned the cases. VENOCO INC: Hires Morris Nichols as Bankruptcy Co-counsel --------------------------------------------------------- Venoco, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Morris Nichols Arsht & Tunnell LLP as bankruptcy co-counsel, nunc pro tunc to March 18, 2016. Venoco Inc. requires Morris Nichols to: a. perform all necessary services as the Debtors??? Delaware bankruptcy co-counsel, including, without limitation, providing the Debtors with advice, representing the Debtors, and preparing necessary documents on behalf of the Debtors in the areas of restructuring and bankruptcy; b. coordinate with Bracewell in representing the Debtors in connection with these cases; c. take all necessary actions to protect and preserve the Debtors??? estates during these chapter 11 cases, including the prosecution of actions by the Debtors, the defense of any actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and objecting to claims filed against the estates; d. prepare or coordinate preparation on behalf of the Debtors, as debtors in possession, any necessary motions, applications, answers, orders, reports, and papers in connection with the administration of these chapter 11 cases; e. counsel the Debtors with regard to their rights and obligations as debtors in possession; and f. perform all other necessary legal services. Morris Nichols will be paid at these hourly rates: Partners $575-975 Associates and Special Counsel $330-625 Paraprofessionals $275-315 Case Clerks $155 On January 15, 2016, Morris Nichols received a payment of $50,000 as an advance fee for services to be rendered and expenses to be incurred in connection with Morris Nichols??? representation of the Debtors. Morris Nichols received additional advance payments of $27,568.90 on March 15, 2016 and $33,822.70 on March 16, 2016. Morris Nichols applied the following amounts on the following dates against the Advance: $14,525.50 (February 17, 2016), $12,943.40 (March 15, 2016), and $8,103.70 (March 16, 2016). Accordingly, as of the Petition Date Morris Nichols held a balance of $75,719.00 as an advance payment for services to be rendered and expenses to be incurred in connection with its representation of the Debtors. Morris Nichols will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information as follows: -- Morris Nichols was retained by the Debtors pursuant to the Engagement Agreement dated January 11, 2016. The material terms of the prepetition engagement are the same as terms described in the Dehney Declaration. -- The Debtors will be approving a prospective budget and staffing plan for Morris Nichols??? engagement for the postpetition period as appropriate. The budget may be amended as necessary to reflect changed or unanticipated circumstances. Robert J. Dehney, partner at Morris Nichols Arsht & Tunnel, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Morris Nichols can be reached at: Robert J. Dehney, Esq. MORRIS NICHOLS ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor Wilmington, DE 19899 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com About Venoco Inc. Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation, TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy South Texas, L.P. are independent energy companies primarily focused on the acquisition, exploration, production and development of oil and gas properties in California. As of the Petition Date, the Debtors held interests in approximately 72,053 net acres in California, of which 48,836 are developed. Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. Scott M. Pinsonnault signed the petition as chief financial officer and chief restructuring officer. The Debtors estimated assets in the range of $100 million to $500 million and debts in the range of $500 million to $1 billion. The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and Bracewell LLP as counsel; PJT Partners LP as financial advisor; Deloitte LLP as restructuring advisor; Ernst & Young LLP as independent auditor and tax advisor; and BMC Group, Inc. as notice, claims and balloting agent. Hon. Kevin Gross has been assigned the cases. VERSO CORP: Court OKs Joint Administration of Chapter 11 Cases -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the joint administration of the Chapter 11 cases of Verso Corporation, et al., for procedural purposes only. Cases will be jointly administered under Verso Corporation, Case No. 16-10163. About Verso Corporation Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. It employs approximately 5,200 personnel. Verso Corporation and 26 of its affiliates, including NewPage Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson, the president and CEO. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 has appointed seven creditors of Verso Corp. and its affiliates to serve on the official committee of unsecured creditors. VERSO CORP: Wants to Hire Prime Clerk as Administrative Agent ------------------------------------------------------------- Verso Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Prime Clerk LLC as administrative agent, nunc pro tunc to the Petition Date. Prime Clerk will, among other things: a) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; b) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; c) provide a confidential data room, if requested. Michael J. Frishberg, the co-president and chief operating officer of Prime Clerk, tells the Court that the fees Prime Clerk will charge in connection with providing services to the Debtors are set forth in the Engagement Agreement. The Debtors respectfully submit that Prime Clerk???s rates are competitive and comparable to the rates its competitors charge for similar services. Additionally, Prime Clerk will seek reimbursement for reasonable expenses in accordance with the terms of the Engagement Agreement. To the best of the Debtors' knowledge, Prime Clerk is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Verso Corporation Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. It employs approximately 5,200 personnel. Verso Corporation and 26 of its affiliates, including NewPage Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson, the president and CEO. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 has appointed seven creditors of Verso Corp. and its affiliates to serve on the official committee of unsecured creditors. WARREN RESOURCES: Provides Update on Debt Restructuring ------------------------------------------------------- Warren Resources, Inc. continues to engage in discussions with its first lien lender, second lien lender and an ad hoc group of unsecured noteholders, regarding a restructuring of its debt obligations, which may occur as an out-of-court restructuring or pursuant to a bankruptcy court proceeding. In either event, Warren has focused such discussions on its preference for a consensual restructuring with these stakeholders. The lender under Warren's first lien credit facility has made a proposal for a viable post-restructuring capital structure that would be acceptable to Warren because it would result in deleveraging the company by converting a substantial amount of its debt to equity. Warren has presented this proposal to the lender under its second lien credit facility and to the holders of more than 95% in principal amount of its unsecured notes. However, an agreement among all three categories of creditors has not been reached. Consequently, Warren is evaluating strategies to expedite achievement of a comprehensive restructuring of its capital structure, including the possibility and features of a voluntary bankruptcy proceeding. Dominick D'Alleva, Chairman of Warren's board of directors, commented, "We are hopeful that Mr. Watt will be able to bring all parties together to complete an out-of-court restructuring or a prepackaged or pre-negotiated bankruptcy filing, but if our creditors fail to reach a timely agreement, we look to Jim's leadership and extensive restructuring background to guide us through a bankruptcy proceeding on terms that are acceptable to our first lien lender and that preserve and maximize value available for our stakeholders." As of March 31, 2016, Warren's first lien creditors held debt of approximately $235 million in principal amount, second lien creditors held debt of approximately $52 million in principal amount, and investors held approximately $167 million principal amount of Warren's unsecured senior notes. On March 31, 2016, Warren's cash position was $16.85 million, of which $10.04 million is in a restricted account under the control of the lender under its first lien credit facility. Warren elected to not make the approximately $7.5 million interest payment due February 1, 2016 on its unsecured senior notes. The applicable 30-day grace period for such interest payment has expired, and consequently an event of default under the indenture governing such notes has occurred and is continuing. This status gives the indenture trustee and the holders of not less than 25% in aggregate principal amount of the unsecured notes the right declare the entire principal amount of the notes plus accrued and unpaid interest due and payable. In addition, this status has resulted in events of default under Warren's first lien credit facility and its second lien credit facility, entitling the administrative agents and lead lenders thereunder to declare all obligations under those credit facilities to be immediately due and payable. However, thus far, no such acceleration of Warren's debt obligations has occurred. Warren's advisors with respect to its debt restructuring are Andrews Kurth LLP (as restructuring counsel) and Jefferies LLC (as financial advisor). Chief Restructuring Officer In light of the possible necessity of a bankruptcy proceeding, Warren's board of directors recently named James A. Watt as Warren's Chief Restructuring Officer, to serve in that position in addition to his other positions as the company's President and Chief Executive Officer. Mr. Watt stated, "We will continue working with all parties in the hope of accomplishing an out-of-court restructuring. However, we must make a determination in the very near future as to whether this path is achievable, and if not, we will prepare to complete the restructuring process through a bankruptcy. In my estimation, a bankruptcy proceeding without the consent of both our lenders under our secured credit facilities, and the investors in our unsecured notes, will likely result in holders of our unsecured notes, and even our second lien lender, having their claims completely wiped out. Nevertheless, we remain hopeful that negotiations among our creditors can result in an expeditious solution that maximizes preservation of value for all our stakeholders." About Warren Resources Warren Resources Inc., is an independent energy company engaged in the exploration, development and production of domestic onshore crude oil and natural gas reserves. It is primarily focused on the development of its waterflood oil recovery properties in the Wilmington field within the Los Angeles Basin of California, its position in the Marcellus Shale gas in northeastern Pennsylvania and its coalbed methane, or CBM, natural gas properties located in Wyoming. At Dec. 31, 2015, Warren had $234,462,000 in total assets against $558,026,000 in total liabilities and total stockholders' deficit of $323,564,000. WARREN RESOURCES: Warns of Bankruptcy, Names CRO ------------------------------------------------ Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reported that executives at Warren Resources Inc., an oil and gas producer in southwestern Wyoming, have accepted a restructuring deal with lenders owed about $235 million but still need consent from lower-ranking ones. According to the report, Warren Resources officials said the company's second-lien lenders, which are organized by Cortland Capital Market Services LLC, have yet to accept the proposal that would "result in deleveraging the company by converting a substantial amount of its debt to equity." The second-lien group was owed about $52 million as of March 31, the release said. The press release stated: "Warren Resources, Inc. (Nasdaq:WRES) continues to engage in discussions with its first lien lender, second lien lender and an ad hoc group of unsecured noteholders, regarding a restructuring of its debt obligations, which may occur as an out-of-court restructuring or pursuant to a bankruptcy court proceeding. In either event, Warren has focused such discussions on its preference for a consensual restructuring with these stakeholders. The lender under Warren???s first lien credit facility has made a proposal for a viable post-restructuring capital structure that would be acceptable to Warren because it would result in deleveraging the company by converting a substantial amount of its debt to equity. Warren has presented this proposal to the lender under its second lien credit facility and to the holders of more than 95% in principal amount of its unsecured notes. However, an agreement among all three categories of creditors has not been reached. Consequently, Warren is evaluating strategies to expedite achievement of a comprehensive restructuring of its capital structure, including the possibility and features of a voluntary bankruptcy proceeding. "Dominick D'Alleva, Chairman of Warren's board of directors, commented, "We are hopeful that Mr. Watt will be able to bring all parties together to complete an out-of-court restructuring or a prepackaged or pre-negotiated bankruptcy filing, but if our creditors fail to reach a timely agreement, we look to Jim's leadership and extensive restructuring background to guide us through a bankruptcy proceeding on terms that are acceptable to our first lien lender and that preserve and maximize value available for our stakeholders." "As of March 31, 2016, Warren???s first lien creditors held debt of approximately $235 million in principal amount, second lien creditors held debt of approximately $52 million in principal amount, and investors held approximately $167 million principal amount of Warren's unsecured senior notes. On March 31, 2016, Warren's cash position was $16.85 million, of which $10.04 million is in a restricted account under the control of the lender under its first lien credit facility. "Warren elected to not make the approximately $7.5 million interest payment due February 1, 2016 on its unsecured senior notes. The applicable 30-day grace period for such interest payment has expired, and consequently an event of default under the indenture governing such notes has occurred and is continuing. This status gives the indenture trustee and the holders of not less than 25% in aggregate principal amount of the unsecured notes the right declare the entire principal amount of the notes plus accrued and unpaid interest due and payable. In addition, this status has resulted in events of default under Warren's first lien credit facility and its second lien credit facility, entitling the administrative agents and lead lenders thereunder to declare all obligations under those credit facilities to be immediately due and payable. However, thus far, no such acceleration of Warren's debt obligations has occurred. "Warren's advisors with respect to its debt restructuring are Andrews Kurth LLP (as restructuring counsel) and Jefferies LLC (as financial advisor). Chief Restructuring Officer "In light of the possible necessity of a bankruptcy proceeding, Warren's board of directors recently named James A. Watt as Warren's Chief Restructuring Officer, to serve in that position in addition to his other positions as the company???s President and Chief Executive Officer. "Mr. Watt stated, "We will continue working with all parties in the hope of accomplishing an out-of-court restructuring. However, we must make a determination in the very near future as to whether this path is achievable, and if not, we will prepare to complete the restructuring process through a bankruptcy. In my estimation, a bankruptcy proceeding without the consent of both our lenders under our secured credit facilities, and the investors in our unsecured notes, will likely result in holders of our unsecured notes, and even our second lien lender, having their claims completely wiped out. Nevertheless, we remain hopeful that negotiations among our creditors can result in an expeditious solution that maximizes preservation of value for all our stakeholders." About Warren Resources Warren Resources Inc., is an independent energy company engaged in the exploration, development and production of domestic onshore crude oil and natural gas reserves. It is primarily focused on the development of its waterflood oil recovery properties in the Wilmington field within the Los Angeles Basin of California, its position in the Marcellus Shale gas in northeastern Pennsylvania and its coalbed methane, or CBM, natural gas properties located in Wyoming. * * * The Troubled Company Reporter on Feb. 3, 2016, reported that Standard & Poor's Ratings Services lowered its corporate credit on oil and gas exploration and production company Warren Resources Inc. to 'D' from 'SD' (selective default). The issue-level rating on the company's unsecured debt remains 'D'. The recovery rating remains '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. [*] HWA Attorneys to Serve as Texas Bankruptcy Conference Panelists ------------------------------------------------------------------- HWA L.L.P. attorneys Allison D. Byman, Janet Northrup, and Randall A. Rios will serve as panelists for the upcoming Southern District of Texas Bankruptcy Bench Bar Conference being held April 20-22, 2016, in Corpus Christi, Texas. Ms. Byman, Ms. Northrup, and Mr. Rios support the Business Bankruptcy Practice Area of the firm. "Participating in The Bench Bar Conference is a valuable experience that allows lawyers to present insights and perspective on issues unique to our judicial district in conjunction with the judges who tackle these issues on a daily basis. The takeaways are always very practical and improve the quality of the legal profession in our district," explained Ms. Byman. Ms. Byman and Mr. Northrup will join two other legal professionals to present a session entitled, "Chapter 7 Trustees ??? Their role and duties." Ms. Byman will also participate on a separate panel entitled, "Considerations in Preparing Schedules and the SOFAs" (Statement of Financial Affairs). Mr. Northrup serves as a panelist for a session entitled, "Case Law Update," which is always the most anticipated and appreciated presentation of the conference. Finally, Mr. Rios will be a contributing member on a panel that will present a session entitled, "FDCPA (Fair Debt Collection Practices Act) v. Bankruptcy Code ??? Which Rules?" "HWA is highly regarded for our proficiency in business bankruptcy so it is especially fitting that our attorneys are speaking at this conference," commented Wayne Kitchens, co-managing partner of HWA and head of the firm's Business Bankruptcy Practice Area with HWA partner Steve Shurn. "Allison, Janet, and Randy are excellent ambassadors for our firm at the Bench-Bar Conference. They are extremely knowledgeable and experienced in providing effective and cost-efficient bankruptcy legal counsel." About These Attorneys Ms. Byman joined HWA in an Of Counsel role in May 2012 to support the firm's Business Bankruptcy Practice Area. She was appointed as Chapter 7 Bankruptcy Trustee for the Southern District of Texas in April 2012. In addition to being a trustee herself, Ms. Byman represents other Chapter 7 panel trustees, Chapter 11 trustees, committees, creditors and debtors in bankruptcy and in financial restructuring matters. She has been recognized on the Thompson Reuters Texas Rising Stars [??] list every year since 2010, and she is a frequent speaker on Chapter 7 liquidation topics and issues. Ms.Northrup joined HWA in an Of Counsel role in 2007 and has been practicing law for more than 30 years. She is recognized as one of the leading consumer bankruptcy experts in Texas. She specializes in consumer bankruptcy law and has an extensive list of high-level bankruptcy cases to her credit. Ms. Northrup served as a Chapter 7 Panel Trustee for the Western District of Texas from 1995 to 2005, and has served as a Chapter 7 Panel Trustee for the Southern District of Texas since 1986. Ms. Northrup also holds national and Texas bankruptcy law certifications. She continues to be a frequent speaker and analyst for the legal community and news media on consumer bankruptcy issues. Mr. Rios is serving in a Senior Counsel role with HWA in the areas of Bankruptcy and Creditor/Debtor Rights in the firm's Business Bankruptcy Practice Area. He has established a reputation on a national level for his business bankruptcy experience. Mr. Rios has represented clients in all districts of Texas as well as numerous other districts including the District of Delaware, the District of Nevada, the Central and Northern Districts of California, the Southern District of New York, and the United States Court of Appeals for the Fifth Circuit. In addition to representing debtors and creditors, Rios has extensive experience in representing creditors' committees, landlords, purchasers of distressed assets, as well as trustees in numerous reorganization and liquidation bankruptcy cases. About Hughes Watters Askanase L.L.P. For almost 40 years, HWA -- http://www.hwa.com-- has helped business organizations, financial institutions, and individuals succeed with their business endeavors. The firm's attorneys play a strategic role and support clients through every stage of existence and operation. The firm's practice focuses on representation of commercial and mortgage lenders, including banks and credit unions, business bankruptcy, business planning and strategy, default servicing, real estate and real estate finance, commercial and consumer financial services litigation, employment law, and wills and probate. [^] BOOK REVIEW: The Money Wars ------------------------------- Author: Roy C. Smith Publisher: Beard Books Softcover: 370 pages List Price: $34.95 Review by David Henderson Get your own personal today at http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt Business is war by civilized means. It won't get you a tailhook landing on an n aircraft carrier docked in San Diego, but the spoils of war can be glorious to behold. Most executives do not approach business this way. They are content to nudge along their behemoths, cash their options, and pillage their workers. This author calls those managers "inertia ridden." He quotes Carl Icahn describing their companies as run by "gross and widespread incompetent management." In cycles though, the U.S. economy generates a few business warriors with the drive, or hubris, to treat the market as a battlefield. The 1980s saw the last great spectacle of business titans clashing. (The '90s, by contrast, was an era of the investment banks waging war on the gullible.) The Money Wars is the story of the last great buyout boom. Between 1982 and 1988, more than ten thousand transactions were completed within the U.S. alone, aggregating more than $1 trillion of capitalization. Roy Smith has written a breezy read, traversing the reader through an important piece of U.S. history, not just business history. Two thirds of the way through the book, after covering early twentieth century business history, the growth of financial engineering after WWII, the conglomerate era, the RJR-Nabisco story, and the financial machinations of KKR, we finally meet the star of the show, Michael Milken. The picture painted by the author leads the reader to observe that, every now and then, an individual comes along at the right time and place in history who knows exactly where he or she is in that history, and leaves a world-historical footprint as a result. Whatever one may think of Milken's ethics or his priorities, the reader will conclude that he is the greatest financial genius this country has produced since J.P. Morgan. No high-flying financial era has ever happened in this country without the frothy market attracting common criminals, or in some cases making criminals out of weak, but previously honest men (and it always seems to be men). Something there is about testosterone and money. With so many deals being done, insider trading was inevitable. Was Michael Milken guilty of insider trading? Probably, but in all likelihood, everybody who attended his lavish parties, called "Predators' Balls," shared the same information. Why did the Justice Department go after Milken and his firm, Drexel Burnham Lambert with such raw enthusiasm? That history has not yet been written, but Drexel had created a lot of envy and enemies on the Street. When a better history of the period is written, it will be a study in the confluence of forces that made Michael Milken's genius possible: the sclerotic management of irrational conglomerates, a ready market for the junk bonds Milken was selling, and a few malcontent capitalist like Carl Icahn and Ted Turner, who were ready and able to wage their own financial warfare. This book is a must read for any student of business who did not live through any of these fascination financial eras. Roy C. Smith is a professor of entrepreneurship, finance and international business at NYU, and teaches on the faculty there of the Stern School of Business. Prior to 1987, he was a partner at Goldman Sachs. He received a B.S. from the Naval Academy in 1960 and an M.B.A. from Harvard in 1966. ********* 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 ***