/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160414.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 14, 2016, Vol. 20, No. 105 Headlines ABRAXAS PETROLEUM: Egan-Jones Cuts Commercial Paper Rating to C ACTIVECARE INC: Tonaquint, et al., Report 6.6% Stake as of April 11 ACTUANT CORP: Egan-Jones Cuts Sr. Unsecured Rating to BB- AIR CANADA: Egan-Jones Cuts LC Commercial Paper Rating to B ALLEN COUNTY, OH: S&P Lowers Rating on 2007 Rev. Bonds to B+ ALLY FINANCIAL: DBRS Rates $600MM Notes Due 2021 'BB(high)' ALLY FINANCIAL: Inks Underwriting Agreement for $300-Mil. Notes ALLY FINANCIAL: Signs Underwriting Agreement for $600-Mil. Notes ALONSO & CARUS: Applies for Final Decree Closing Case ALPHA NATURAL: Rice Enters Asset Purchase Agreement with Unit ALROSE KING: Hires Foley & Lardner as Bankruptcy Counsel ARCHROCK INC: Egan-Jones Cuts Sr. Unsecured Rating to B- From B ARMCO METALS: Receives NYSE Listing Non-Compliance Notice ART AND ARCHITECTURE: Landlord Loses Bid to Compel Payments ASPECT SOFTWARE: Final Order Authorizing DIP Financing Entered ASPECT SOFTWARE: Proposes to Set Claims Bar Dates AURORA DIAGNOSTICS: Moody's Lowers CFR to Caa3, Outlook Stable BH SUTTON: Hires CohnReznick as Accountants and Advisors BLUEBERRY TWIST: Case Summary & 14 Unsecured Creditors CAESARS ENTERTAINMENT: Amends Employment Agreement with Executive CARDIAC SCIENCE: Krugman Partners Provides Governance Service CATASYS INC: Files Copy of Investor Presentation with SEC CENTRAL BEEF: Hires Barnett Bolt as Special Counsel CENTRAL BEEF: Hires Stichter Riedel as Bankruptcy Counsel CIENA CORP: S&P Raises CCR to 'B+' on Improved Credit Metrics CIENA CORPORATION: Moody's Raises CFR to B1, Outlook Stable CLIFFS NATURAL: S&P Lowers CCR to 'SD' on Distressed Exchange COLUCCI TILE: Case Summary & 20 Largest Unsecured Creditors CORRECTIONS CORP: Fitch Affirms 'BB+' Issuer-Default Rating CTI BIOPHARMA: FMR LLC Reports 8.76% Equity Stake as of April 8 DAIICHI CHOU: Japanese Case Recognized as Foreign Main Proceeding DIGITAL REALTY: Fitch Currently Rates Preferred Stock at 'BB+' EAST ORANGE: Trenk Dipasquale Approved as Committee's Co-Counsel EASTERN LIVESTOCK: Kitchens Loses Bid to Dismiss Trustee's Suit EFRON DORADO SE: Court Set to Hear Bid to Use Cash Collateral EMERALD ACQUISITION: Moody's Assigns Ba2 CFR, Outlook Stable EMERALD ACQUISITION: S&P Assigns 'BB' ICR, Outlook Stable FORESIGHT ENERGY: In Talks with Bondholders to Avoid Bankruptcy FOREST PARK: Court Set to Hear Bid to Assume Management Deal FREESEAS INC: Three Proposals Approved at Meeting of Shareholders FTE NETWORKS: Posts $526,000 Net Income for Dec. 31 Quarter FUTUREWORLD CORP: Typenex, et al., Report 9.9% Stake as of April 11 GENENEWS LTD: OSC Grants Management Cease Trade Order GENERAL CABLE: Egan-Jones Cuts FC Senior Unsecured Rating to B GENESIS HEALTHCARE: S&P Affirms 'BB+' Rating on $295MM Bonds GOODRICH PETROLEUM: Exchange Offers Fail to Meet Threshold GOODRICH PETROLEUM: S&P Lowers CCR to 'D' on Ch. 11 Filing HAGGEN HOLDINGS: Wants Authority to Monetize Propco Assets HARBORVIEW TOWERS COUNCIL: Hires Rees Broome as Special Counsel HARBORVIEW TOWERS COUNCIL: Howard Bank Wants Adequate Protection HARBORVIEW TOWERS COUNCIL: Penthouse 4C Asks for Case Dismissal HARRINGTON MACHINE: Case Summary & 20 Largest Unsecured Creditors HATTIESBURG PSD: Moody's Lowers GO Rating to Ba2, Outlook Negative HORSEHEAD HOLDING: DIP Milestone Deadlines Extension Sought HORSEHEAD HOLDING: Equity Committee Appointment Sought HOVNANIAN ENTERPRISES: Egan-Jones Cuts Sr. Unsec. Rating to CCC IMMUCOR INC: Incurs $8.66 Million Net Loss in Third Quarter INNOVATION VENTURES: S&P Raises CCR to 'B' on Debt Repayment INTERNATIONAL BRIDGE: Seeks June 30 Plan Exclusivity Extension INTERPARK INVESTORS: Court Issues Final Cash Collateral Order KLD ENERGY: Seeks Approval of $2.5-Mil. DIP Loan LAND O'LAKES: Fitch Hikes Preferred Stock Rating to 'BB' LIFE CARE: Asks Court to Authorize Cash Collateral Use LIFE CARE: Seeks Court Approval of Bidding Procedures LIFE CARE: Seeks Entry of Final Decree Closing Case LIFE CARE: Wants to Sell Real Estate to LCS for $450,000 MACROCURE LTD: Receives NASDAQ Bid Price Non-Compliance Notice MARIAH FARMS: Case Summary & 12 Unsecured Creditors MEDICINE RIVER: Voluntary Chapter 11 Case Summary MICHAELS STORES: Egan-Jones Hikes FC Sr. Unsec. Rating From B- NATHAN INTERMEDIATE: S&P Assigns 'B' CCR & Rates $445MM Loans 'B+' NATIONAL CINEMEDIA: Files Post-Effective Amendment to Form S-3 NATIONSTAR MORTGAGE: S&P Affirms 'B+' Rating on Sr. Unsec. Notes NEPHROS INC: FDA Completes Evaluation of Corrective Actions NORTH-SOUTH ENTITY: Hires Hendren Redwine as Bankruptcy Counsel PACIFIC EXPLORATION: Still Working With Creditors on Restructuring PALMAZ SCIENTIFIC: Taps Haynes & Boone Over SEC Probe PARS PROPERTIES: U.S. Trustee Unable to Appoint Committee PEABODY ENERGY: Case Summary & 50 Largest Unsecured Creditors PEABODY ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition PEABODY ENERGY: Receivables Purchase Agreement Revised Amid Ch.11 PEABODY ENERGY: Sale of Mine Assets to Bowie Resources Cancelled PEABODY ENERGY: To Trade on Pink Sheets After NYSE Suspension PETROLEUM PRODUCTS: Creditor's Panel Hires Fisher as Counsel PETROLEUM PRODUCTS: Hires Hoover Slovacek as Bankruptcy Counsel PETROMAROC CORP: Enters Into Waiver Agreement with Debtholders PHARMATHENE INC: Court OKs Reorganization Plan, Exits Chapter 11 POPEXPERT INC: Case Summary & 20 Largest Unsecured Creditors PROGRESSIVE SOLUTIONS: S&P Raises CCR to 'BB' Then Withdraws QUANTUM FUEL: Sec. 341(a) Meeting of Creditors on April 28 QUANTUM FUEL: U.S. Trustee Forms 7-Member Committee R & S ST. ROSE: U.S. Trustee Wants Case Converted or Dismissed RAILYARD COMPANY: Court Directs Appointment of Chapter 11 Trustee RAILYARD COMPANY: Thorofare Opposes Use of Cash Collateral RANCH ASSOCIATES: Voluntary Chapter 11 Case Summary RCS CAPITAL: Cetera Debtors Propose May 2 Confirmation Hearing RUSSELL INVESTMENT: S&P Withdraws BB Issuer Credit Rating RUSSELL INVESTMENTS: Fitch Assigns 'BB' LT Issuer Default Rating RYCKMAN CREEK: Proposes July 7 Plan Confirmation Hearing S-3 PUMP: Wants to Secure Indebtedness to Fund Fuel Purchases SALESFORCE.COM INC: Egan-Jones Hikes FC Sr. Unsecured Rating to B SARATOGA RESOURCES: Files 363 Sale Motion, May 5 Hearing Set SBMC HEALTHCARE: Malpractice Suit vs. JDKG Remanded to Bankr. Court SCIO DIAMOND: Reports Full Production Restoration SDI SOLUTIONS: Hires DLA Piper as Bankruptcy Counsel SH 130 CONCESSION: Final Cash Collateral Use Order Entered SIGA TECHNOLOGIES: Exits Chapter 11 Bankruptcy Protection SPORTS AUTHORITY: Hires Irell & Manella as Special Counsel SPX CORP: Egan-Jones Lowers Sr. Unsecured Rating to BB+ STONE ENERGY: Putnam Investments Reports 1% Stake as of March 31 TECK RESOURCE: Egan-Jones Assigns BB- FC Sr. Unsec. Debt Rating TEXAS REGENCY: Seeks Approval of $10.6-Mil. Regency Square Sale TRAVELPORT WORLDWIDE: May Issue 499,086 shares Under Plan VALEANT PHARMA: Receives Default Notice Due to Delayed 10-K Filing VALEANT PHARMACEUTICALS: Defaults Under 2012 Credit Pact Waived VALENCIA COLLEGE: U.S. Trustee Unable to Appoint Committee VENOCO INC: May 16 Hearing on Disclosure Statement Approval VERSO CORP: Gets Court Approval for CRCC Agreement VERSO CORP: May 9 Hearing on Disclosure Statement Approval VERSO CORPORATION: Hires PwC as Accounting Services Provider VERSO CORPORATION: Taps Hilco Valuation as Appraiser VERTELLUS SPECIALTIES: S&P Lowers CCR to 'D' on Missed Payment VICTORY ENERGY: Hires New Interim Chief Financial Officer VICTORY ENERGY: Reports Fiscal 2015 Financial Results VOYA FINANCIAL: Fitch Affirms 'BB+' Jr. Subordinated Debt Rating WHIRLWIND FARMS: Case Summary & 9 Unsecured Creditors WHITING PETROLEUM: FMR Reports 13.67% Stake as of April 8 [*] Villere & Co. Obtains Favorable Ruling in Case v. Epiq Systems [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* ABRAXAS PETROLEUM: Egan-Jones Cuts Commercial Paper Rating to C --------------------------------------------------------------- Egan-Jones Ratings Company lowered rating on commercial paper issued by Abraxas Petroleum Corp. to C from B on March 24, 2016. EJR lowered the local currency senior unsecured debt rating to CCC from CCC+ and the foreign currency senior unsecured debt rating to CCC from B. Based in San Antonio, Texas, Abraxas Petroleum Corporation, an independent energy company, engages in the acquisition, exploitation, development, and production of oil and gas properties in the United States. ACTIVECARE INC: Tonaquint, et al., Report 6.6% Stake as of April 11 ------------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Tonaquint, Inc., Utah Resources International, Inc., Inter-Mountain Capital I, Inc., JFV Holdings, Inc., and John M Fife reported that as of April 11, 2016, they beneficially own 5,208,894 shares of common stock of ActiveCare, Inc., representing 6.64 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/ngjtP1 About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare reported a net loss attributable to common stockholders of $12.8 million on $6.59 million of chronic illness monitoring revenues for the year ended Sept. 30, 2015, compared with a net loss attributable to common stockholders of $16.4 million on $6.10 million of chronic illness monitoring revenues for the year ended Sept. 30, 2014. As of Dec. 31, 2015, the Company had $2.44 million in total assets, $12.8 million in total liabilities and a total stockholders' deficit of $10.4 million. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ACTUANT CORP: Egan-Jones Cuts Sr. Unsecured Rating to BB- --------------------------------------------------------- Egan-Jones Ratings Company lowered the senior unsecured rating on debt issued by Actuant Corp to BB+ from BBB- on March 28, 2016. Headquartered in Menomonee Falls, Wisconsin, Actuant Corp. manufactures and markets industrial products and systems worldwide. AIR CANADA: Egan-Jones Cuts LC Commercial Paper Rating to B ----------------------------------------------------------- Egan-Jones Ratings Company lowered the local currency commercial paper rating on Air Canada to B from A3 on March 28, 2016. Air Canada is the flag carrier and largest airline of Canada. The airline, founded in 1937, provides scheduled and charter air transport for passengers and cargo to 182 destinations worldwide. ALLEN COUNTY, OH: S&P Lowers Rating on 2007 Rev. Bonds to B+ ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on Thomaston Housing Authority, Ga.'s series 2004 multifamily housing revenue bonds (the Fairview apartments project) one notch to 'B+' from 'BB-' and Allen County, Ohio's series 2007 health care facilities revenue bonds (the Ginnie Mae-collateralized Lockhaven apartments project) four notches to 'B+' from 'BBB-'. The outlooks are stable. At the same time, the rating service affirmed its 'BB+' rating, with a stable outlook, on Louisiana Housing Finance Agency's series 2005 multifamily housing revenue bonds (the Peppermill I & II apartments project), issued for Sunquest Properties Inc., and its 'BB-' rating, with a stable outlook, on Newnan Housing Authority, Ga.'s series 2005 multifamily housing revenue bonds (the Eastgate apartments project). "In the event market conditions were to improve, increasing investment revenue, we could raise the ratings," said Standard & Poor's credit analyst Renee Berson. "Conversely, if market conditions were to deteriorate, we could lower the ratings." The stable outlooks reflect Standard & Poor's opinion that the issues are susceptible to short-term, market-rate investment income but that the issues should perform within the 'BBB-' to 'B+' range. ALLY FINANCIAL: DBRS Rates $600MM Notes Due 2021 'BB(high)' ----------------------------------------------------------- DBRS, Inc. assigned a rating of BB (high) to the $600 million 4.25% Senior Notes due April 2021 issued by Ally Financial, Inc. (Ally or the Company). Also, DBRS has assigned a rating of BB to the $300 million 5.75% Subordinated Notes due November 2025 issued by Ally. The trend on each note issuance is Positive. The proceeds from the notes will be included in the general funds of Ally and available for general corporate purposes, including the potential redemption of the Company's Perpetual Preferred Stock, Series A. ALLY FINANCIAL: Inks Underwriting Agreement for $300-Mil. Notes --------------------------------------------------------------- Ally Financial Inc. disclosed in a Form 8-K report filed with the Securities and Exchange Commission that on April 6, 2016, entered into an Underwriting Agreement incorporating Ally’s Underwriting Agreement Standard Provisions (Debt Securities) with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives of the several Underwriters named therein, pursuant to which Ally agreed to sell to the Underwriters an additional $300,000,000 aggregate principal amount of its 5.750% Subordinated Notes due 2025. Ally previously issued $750,000,000 aggregate principal amount of the Notes on Nov. 20, 2015. The Notes were registered pursuant to Ally's shelf registration statement on Form S-3 (File No. 333-193070), which became automatically effective on Dec. 24, 2013. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions. The Notes will be issued pursuant to an Indenture dated as of Nov. 20, 2015, between the Company and The Bank of New York Mellon, as trustee, and an action of the executive committee of Ally dated as of April 6, 2016. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $158.58 billion in total assets, $145.14 billion in total liabilities and $13.43 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALLY FINANCIAL: Signs Underwriting Agreement for $600-Mil. Notes ---------------------------------------------------------------- Ally Financial Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that on April 6, 2016, it entered into an Underwriting Agreement incorporating Ally's Underwriting Agreement Standard Provisions (Debt Securities) with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives of the several Underwriters named therein, pursuant to which Ally agreed to sell to the Underwriters $600,000,000 aggregate principal amount of 4.250% Senior Notes due 2021. The Notes were registered pursuant to Ally's shelf registration statement on Form S-3 (File No. 333-193070), which became automatically effective on Dec. 24, 2013. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions. The Notes will be issued pursuant to an Indenture dated as of July 1, 1982, as supplemented and amended by the first supplemental indenture dated as of April 1, 1986, the second supplemental indenture dated as of June 15, 1987, the third supplemental indenture dated as of September 30, 1996, the fourth supplemental indenture dated as of January 1, 1998, and the fifth supplemental indenture dated as of September 30, 1998 between the Company and The Bank of New York Mellon (successor to Morgan Guaranty Trust Company of New York), as trustee, and an action of the executive committee of Ally dated as of April 6, 2016. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $158.58 billion in total assets, $145.14 billion in total liabilities and $13.43 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALONSO & CARUS: Applies for Final Decree Closing Case ----------------------------------------------------- Alonso & Carus Iron Works, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico for the issuance of a final decree closing its Chapter 11 case. The Debtor contends that the Plan has been substantially consummated and accordingly, the Court can issue a final decree if no opposition to its application is filed. Alonso & Carus Iron Works is represented by: Charles A. Cuprill-Hernández, Esq. CHARLES A. CUPRILL, P.S.C. LAW OFFICES 356 Fortaleza Street, Second Floor San Juan, PR 00901 Telephone: (787)977-0515 Facsimile: (787)977-0518 E-mail: ccuprill@cuprill.com About Alonso & Carus Iron Works Alonso & Carus Iron Works, Inc., is the largest integrated structural steel and tank builder in Puerto Rico. The Company provides a full range of design, engineering, construction and erection services through an innovative, responsive and customer focused organization. The Company has participated in the construction of hundreds of demanding and challenging projects, including many landmarks in Puerto Rico and the Caribbean that showcase the superior capabilities of steel. Alonso & Carus Iron Works sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March 27, 2015. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Catano, Puerto Rico-based debtor has filed schedules of assets and liabilities, disclosing $23,028,113 in total assets and $14,919,146 in total debt. ALPHA NATURAL: Rice Enters Asset Purchase Agreement with Unit ------------------------------------------------------------- Rice Energy Inc. on April 12 disclosed that it has entered into a stalking horse asset purchase agreement ("asset purchase agreement") with a subsidiary of Alpha Natural Resources, Inc. ("Alpha") to acquire Marcellus and Utica assets in central Greene County, Pennsylvania for $200 million in cash, subject to purchase price adjustments. Pursuant to the terms of the asset purchase agreement, Rice Energy will acquire leasehold interest in approximately 27,400 net undeveloped Marcellus acres, plus an additional 3,200 gross acres owned in fee that are leased to Rice Energy and currently generating royalty cash flow. In addition, the aforementioned acreage includes rights to the deep Utica on 23,500 net acres. Toby Rice, President and Chief Operating Officer, commented, "This prospective acreage acquisition is consistent with our strategy of acquiring core acreage with strong returns, an attractive lease expiry profile and undedicated midstream. This core acreage is directly adjacent to our existing proved developed Marcellus position in Greene County and increases our inventory of low-risk, core dry gas Marcellus locations by 37%. Additionally, the producing royalty interests and the emerging deep Utica acreage provide a compelling mix of near-term cash flows and long-term significant resource potential." On August 3, 2015, Alpha and certain of its wholly-owned subsidiaries filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code. Through the chapter 11 proceeding, Alpha is conducting a sale of these assets pursuant to section 363 of the Bankruptcy Code. Rice Energy and Alpha intend for the proposed asset purchase agreement to constitute a "stalking horse bid" in accordance with the bidding procedures approved by the bankruptcy court; however, Rice Energy's bid protections, such as certain break up fees and expense reimbursements, are subject to court approval. If Rice Energy's "stalking horse bid" is approved by the bankruptcy court, Alpha may be required to hold an auction for these assets before we can consummate the acquisition. Consummation of the acquisition would be subject to Rice Energy's being selected as the successful bidder in any such auction and bankruptcy court approval. Court documents and additional information are available through Alpha's claims agent, Kurtzman Carson Consultants LLC, at https://www.kccllc.net/alpharestructuring Jones Day, Jackson Kelly PLLC and Hunton & Williams LLP are serving as Alpha's legal advisors and Rothschild is serving as its financial advisor. Vinson & Elkins L.L.P. is serving as Rice Energy's legal advisor and Lazard is serving as its financial advisor. About Rice Energy Rice Energy Inc. -- http://www.riceenergy.com-- is an independent natural gas and oil company engaged in the acquisition, exploration and development of natural gas and oil properties in the Appalachian Basin. About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the recently-filed motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ALROSE KING: Hires Foley & Lardner as Bankruptcy Counsel -------------------------------------------------------- Alrose King David LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Foley & Lardner LLP as its counsel, nunc pro tunc to March 4, 2016. Alrose King requires Foley & Lardner to: a. give advice to the Debtor with respect to the Debtor's powers and duties as debtor in possession in the continued operation of the Debtor's business, including the negotiation and finalization of any financing agreements; b. assist in identification of assets and liabilities of the estate; c. assist the Debtor in formulating a plan of reorganization and to take necessary legal steps in order to confirm such plan, including the preparation and filing of a disclosure statement relating thereto; d. prepare and file on behalf of the Debtor, all necessary applications, motions, orders, reports, adversary proceedings and other pleadings and documents; e. appear in Court and to protect the interest of the Debtor before the Court; f. analyze claims and competing property interest, and negotiate with creditors and parties-in-interest on behalf of the Debtor; and g. perform all other legal services for the Debtor which may be necessary in these proceedings. The Debtor's principal, Allen Rosenberg, has paid Foley for its prepetition services in the amount of $15,000 and personally has guaranteed payment of Foley's allowed fees and disbursements. Foley & Lardner will be paid at these hourly rates: Attorneys $290-$985 Paraprofessionals $60-$320 Barry G. Felder $960 Richard J. Bernard $795 Alissa M. Nann $630 Jennifer Slocum $335 Foley & Lardner will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard J. Bernard, partner of Foley & Lardner 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. Foley & Lardner can be reached at: Richard J. Bernard, Esq. Barry G. Felder, Esq. Alissa M. Nann, Esq. FOLEY & LARDNER LLP 90 Park Avenue New York, NY 10016 Tel: (212) 682-7474 Fax: (212) 687-2329 E-mail: rbernard@foley.com bgfelder@foley.com anann@foley.com About Alrose King Alrose King David LLC, owner of a 140-room Allegria Hotel located at 80 W. Broadway, Long Beach, New York, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10536) on March 4, 2016. The petition was signed by Allen Rosenberg as managing member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Foley & Lardner LLP represents the Debtor as counsel. This is Alrose King's second bankruptcy filing. In July 2011, following an action by secured creditor Brooklyn Federal Savings Bank and other vendors, the Debtor sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of New York, Case No. 11-75361. By order dated June 18, 2012, the Debtor's Plan of Reorganization was confirmed, and on the same date, Joseph S. Maniscalco, Esq., was appointed as the administrator of the AKD Plan. The effective date of the AKD Plan was June 18, 2012. The EDNY Court issued a final decree and order closing the First Chapter 11 case on March 18, 2014. The AKD Plan provides for the establishment of a GUC Distribution Fund and sets forth a schedule for the funding of the GUC Distribution Fund. Under the AKD Plan, a total of $2 million was to be paid into the GUC Distribution Fund by the Debtor, the Reorganized Debtor, Allegria and Mr. Rosenberg. Pursuant to a Stipulation and Order dated Feb. 24, 2014, the payment schedule set forth in the AKD Plan was modified to extend certain of the due dates and deadlines. Additional extensions were granted by the Plan Administrator at Mr. Rosenberg's request. On Oct. 20, 2015, written notice was provided by the Plan Administrator to the Debtor and Allegria of the default under the AKD Plan. The Debtor said it failed to cure its default under the AKD Plan to date. On Feb. 10, 2016, the Plan Administrator filed his motion to reopen and convert to Chapter 7 the First Chapter 11 Case. According to the Motion to Reopen, the Plan Administrator represented that the sum of $1,809,162 was paid in the GUC Distribution Fund, leaving a balance owed in the amount of $190,838 plus attorney's fees and costs. The Motion to Reopen is currently scheduled to be heard March 23. ARCHROCK INC: Egan-Jones Cuts Sr. Unsecured Rating to B- From B --------------------------------------------------------------- Egan-Jones Ratings Company lowered senior unsecured rating on debt issued by Archrock Inc. to B- from B on March 24, 2016. Based in Houston, Texas, Archrock, Inc. operates as a natural gas contract compression services company. ARMCO METALS: Receives NYSE Listing Non-Compliance Notice --------------------------------------------------------- Armco Metals Holdings, Inc. on April 11 disclosed that it received a notice on April 8, 2016 from NYSE Regulation indicating that the Company is below certain listing standards, as set forth in Sections 134 and 1101 of the NYSE MKT Company Guide, due to the delay in filing of its Annual Report on Form 10-K for the year ended December 31, 2015. Under the NYSE MKT guidelines, until Armco files its Form 10-K, its common stock will remain listed on the NYSE MKT under the symbol AMCO, but will be assigned an ".LF" indicator to indicate late filing status. Five business days following the receipt of this noncompliance notice, Armco will be added to the list of NYSE MKT noncompliant issuers on the website and the indicator will be disseminated with the Company's ticker symbol. The indicator will be removed once the Company has regained compliance with all applicable listing standards. In order to maintain its listing, Armco must submit a plan of compliance by May 9, 2016 addressing its actions on how it intends to regain compliance with Sections 134 and 1101 of the NYSE MKT Company Guide by October 8, 2016. If the plan is not accepted, or if it is accepted but the Company is not in compliance with the continued listing standards by October 8, 2016, or if the Company does not make progress consistent with its plan, the NYSE MKT will initiate delisting procedures as appropriate. The Company intends to submit a compliance plan on or before the deadline set by the NYSE MKT. About Armco Metals Holdings, Inc. Armco Metals Holdings, Inc. -- http://www.armcometals.com-- is engaged in the sale and distribution of metal ore and non-ferrous metals, wood, and barley throughout China and is in the recycling business in China. Armco Metals' customers include some of the fastest growing steel producing mills and foundries throughout China. Raw materials are acquired from a global group of suppliers located in various countries, including, but not limited to, Brazil, India, Indonesia, Ukraine and the United States. Armco Metals' product lines include ferrous and non-ferrous ore, iron ore, chrome ore, nickel ore, magnesium, copper ore, manganese ore, steel billet, recycled scrap metals, raw wood and barley. ART AND ARCHITECTURE: Landlord Loses Bid to Compel Payments ----------------------------------------------------------- In an Order dated March 21, 2016, which is available at http://is.gd/5qlBz3from Leagle.com, Judge Robert Kwan of the United States Bankruptcy Court for the Central District of California, Los Angeles Division, denied, without prejudice, Landlord AERC Desmond's Tower, LLC's Motions -- the (A) Motion to (1) Compel Immediate Payment by Debtor Art and Architecture Books of the 21st Century, dba Ace Gallery's of its outstanding obligations to Landlord; (2) Modify Adequate Protection Order Based on the Debtor's Contempt of Court and Other Developments Subsequent to Its Entry; (3) Motion to Compel Payment of Additional Amounts Due; and (C) Motion for Payment of Attorneys' Fees and Costs Incurred During the Period October 28, 2014 through May 31, 2015 -- are denied without prejudice. Judge Kwan also denied, without prejudice, the Landlord's request for an administrative expense claim. Judge Kwan vacated the court's memorandum decision on Landlord's Motions entered on November 26, 2014. Judge Kwan further denied, without prejudice, the Official Committee of Unsecured Creditors' request that the court order Chicago Title to release the Escrowed Funds to the Debtor's Trust Account maintained by Debtor's counsel. AERC is landlord to the property located at 5500 Wilshire Boulevard, in Los Angeles, California. On November 26, 2014, the court issued a memorandum decision on the Motion and that Landlord was entitled to immediate payment of outstanding obligations arising post-petition including payment of holdover rent, late charges, attorneys' fees and replacement parking losses incurred by Landlord, but not subtenant rents. In this case on remand from the District Court, this court determines that none of the exceptions to the law of the case doctrine are present. First, the Appellate Decision, which has since been appealed to the Ninth Circuit, is not clearly erroneous, nor would it work a manifest injustice to apply the Appellate Decision on remand. Second, the parties have not presented any intervening controlling authority that would make reconsideration of the Appellate Decision appropriate, nor is the court aware of any such authority. Third, there has not been a subsequent trial that put forth substantially different evidence. The case is In re: ART AND ARCHITECTURE BOOKS OF THE 21st CENTURY, a California corporation, Chapter 11, Debtor, Case No. 2:13-bk-14135-RK (Bankr. C.D. Calif.). Art and Architecture Books of the 21st Century is represented by: Ron Bender, Esq. Beth Ann R. Young, Esq. Kurt Ramlo, Esq. Krikor J. Meshefejian, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyb.com bry@lnbyb.com kr@lnbyb.com kjm@lnbyb.com -- and -- Jerome S Cohen, Esq. 865 S. Figueroa Street, Suite 1388 Los Angeles, CA 90017 Tel: (213)267-1000 Email: jsc@cohenbordeaux.com -- and -- Thomas M Geher, Esq. 1900 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 Tel: (310)712-6820 Fax: (310)712-3302 -- and -- David W. Meadows, Esq. 1801 Century Park East, Suite 1235 Los Angeles, CA 90067 Tel: (310)557-8490 Fax: (310)557-8493 Email: david@davidwmeadowslaw.com United States Trustee (LA), U.S. Trustee, is represented by: Alvin Mar, Esq. OFFICE OF THE UNITED STATES TRUSTEE 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017 Tel: (213)894-6811 OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee, is represented by: Asa S Hami, Esq. Daniel A Lev, Esq. David J Richardson, Esq. Victor A Sahn, Esq. Steven Werth, Esq. David S Kupetz, Esq. Jessica Vogel, Esq. SULMEYER KUPETZ Los Angeles, CA 333 S. Hope Street, 35th Floor Los Angeles, CA 90071 Tel: (213)626-2311 Fax: (213)629-4520 Email: ahami@sulmeyerlaw.com dlev@sulmeyerlaw.com drichardson@sulmeyerlaw.com vsahn@sulmeyerlaw.com swerth@sulmeyerlaw.com dkupetz@sulmeyerlaw.com jvogel@sulmeyerlaw.com Art and Architecture Books of the 21st Century, dba Ace Gallery, filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the U.S. Bankruptcy Court for the Central District of California, Case No. 13-14135. The petition was signed by Douglas Chrismas, president. Judge Robert Kwan presides over the case. Joseph A. Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves as counsel. The Debtor reported $1 million to $10 million in assets and $10 million to $50 million in debts. ASPECT SOFTWARE: Final Order Authorizing DIP Financing Entered -------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware, issued a final order authorizing debtors Aspect Software Parent, Inc., et al., to obtain postpetition secured financing and to use cash collateral. The Debtors were authorized to obtain postpetition financing in the form of a non-amortizing multiple draw term loan facility in an aggregate principal amount of $30,000,000 from Wilmington Trust, N.A., as DIP Agent, and the lenders from time to time party to the DIP Credit Agreement. Judge Walrath authorized the Debtors to use cash collateral for working capital and general corporate purposes. She acknowledged that the access of the Debtors to sufficient working capital and liquidity made available through the DIP Facility and the use of Cash Collateral and other financial accommodations under the DIP Facility and the Final Order is vital to the preservation and maintenance of the Debtors' going concern value and to the Debtors' successful reorganization. A full-text copy of the Final DIP Order, dated April 4, 2016, is available at http://is.gd/knCOyG 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: Proposes to Set Claims Bar Dates ------------------------------------------------- Aspect Software Parent, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to enter an order setting bar dates for filing proofs of claim. The Debtors seek the entry of a Bar Date Order that establishes, among others: (a) The date that is 35 days after the date of entry of the order as the General Bar Date -- the last date and time for each entity to file proofs of claim based on prepetition claims, including requests for payment under section 503(b)(9) of the Bankruptcy Code against any Debtor; (b) Sept. 6, 2016, at 5:00 p.m., as the Governmental Bar Date -- the last date and time for each government unit to file proofs of claim against any Debtor; (c) The Amended Schedules Bar Date -- the deadline by which any entity asserting a claim arising from the Debtor's amendment of the Debtor's Schedules. (d) the Rejection Damages Bar Date -- the deadline by which any entity asserting a claim arising from the Debtors' rejection of an executory contract or unexpired lease. The Debtors propose that the following entities holding claims against the Debtors arising before the Petition Date be required to file proofs of claim on or before the applicable date: (i) any entity whose claim against a Debtor is not listed in the applicable Debtor's Schedules or is listed as contingent, unliquidated, or disputed if such entity desires to participate in any of these chapter 11 cases or share in any distribution in any of the Chapter 11 cases; (ii) any entity that believes that its claim is improperly classified in the Schedules or is listed in an incorrect amount and that desires to have its claim allowed in a different classification or amount other than that identified in the Schedules; (iii) any entity that believes that its prepetition claims as listed in the Schedules is not an obligation of the specific Debtor against which the claim is listed and that desires to have its claim allowed against a Debtor other than that identified in the schedules; and (iv) any entity that believes that its claim against a Debtor is or may be an administrative expense pursuant to section 503(b)(9) of the Bankruptcy Code. The Debtors further propose that any entity who is required, but fails, to file a proof of claim in accordance with the Bar Date Order on or before the applicable Bar Dare shall be prohibited from voting to accept or reject any plan of reorganization filed in the chapter 11 cases, participating in any distribution in the chapter 11 cases on account of such claim, or receiving further notices regarding such claim. 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 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. Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer, the executive vice president and chief financial officer, signed the petitions. The Debtors 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. AURORA DIAGNOSTICS: Moody's Lowers CFR to Caa3, Outlook Stable -------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Aurora Diagnostics Holdings, LLC to Caa3 from Caa2 and the Probability of Default Rating to Caa3-PD from Caa2-PD. Moody's also downgraded the rating on the company's senior unsecured notes to Ca (LGD 5) from Caa3 (LGD 5). Aurora's Speculative Grade Liquidity Rating was lowered to SGL-4 from SGL-3. The rating outlook is stable. The downgrade reflects Moody's heightened expectation that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. Aurora's senior secured credit facility, including its term loans and revolving credit facility, mature on July 31, 2019. The company's senior unsecured notes are due in 2018. However, if Aurora is unable to refinance its senior unsecured bonds before Oct. 14, 2017, the maturity of the credit facility will accelerate and come due on Oct. 14, 2017. The company's weak operating performance, combined with its debt load, has led to a capital structure which Moody's views as unsustainable. Moody's believes that a refinancing of the company's capital structure in a manner in which all lenders come out whole is unlikely. Moreover, in the event of a distressed debt exchange or bankruptcy, Moody's estimates that bond holders will suffer material losses. The lowering of the SGL Rating reflects Moody's expectation that the maturity/expiration of the company's bank debt will be accelerated to at least October 2017. It also reflects Moody's expectation for modest free cash flow and declining cash balances over the next 12-18 months. In addition, a significant portion of cash flow is used to fund the considerable interest burden associated with the company's notes, making free cash flow weak. This is a summary of Moody's rating actions. Ratings downgraded: Aurora Diagnostics Holdings, LLC Corporate Family Rating to Caa3 from Caa2 Probability of Default Rating to Caa3-PD from Caa2-PD Senior unsecured notes due 2018 to Ca (LGD 5) from Caa3 (LGD 5) Ratings lowered: Aurora Diagnostics Holdings, LLC Speculative Grade Liquidity Rating to SGL-4 from SGL-3 The rating outlook is stable. RATINGS RATIONALE Aurora's Caa3 CFR reflects Moody's belief that there is a high risk that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. The company is unlikely to be able to sustain its current capital structure given the considerable interest burden associated with the outstanding notes. Thus, Moody's expects the cash requirement to service the interest on the notes will constrain the ability to repay debt and therefore Aurora will continue to operate with considerable financial leverage. Moody's estimates that adjusted debt to EBITDA is likely to remain around 9.0 times. That said Moody's expects that Aurora will continue to actively pursue acquisitions. It also expects that a difficult operating environment, characterized by considerable competition for pathology services and weak growth in test volumes, will continue over the next 12-18 months. Moreover, acquisitions will require reliance on the company's bank revolver. The stable outlook reflects Moody's view that the Caa3-PD PDR and Caa3 CFR appropriately reflect the high probability of default on Aurora's obligations, as well as the likely family recovery prospects in the event of default. The ratings could be lowered if Moody's comes to believe that the probability of default has increased, or if expects recoveries in the event of a default to decline. Given the pressures facing the company, Moody's does not expect to upgrade Aurora's ratings in the near term. However, Moody's could upgrade following a material improvement in Aurora's capital structure. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Aurora Diagnostics Holdings, LLC, the parent company of Aurora Diagnostics, LLC (collectively Aurora), through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora generates approximately $264 million in revenues. BH SUTTON: Hires CohnReznick as Accountants and Advisors -------------------------------------------------------- BH Sutton Mezz LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ CohnReznick LLP as accountants and advisors, effective March 18, 2016. The Debtor requires CohnReznick to: (a) assist the Debtor in the preparation of short and long-term projections; (b) assist the Debtor in the preparation of cash flow forecasts; (c) assist the Debtor in the preparation of financial-related disclosures required by the Bankruptcy Court, including the Debtor's Schedules of Assets and Liabilities, Statements of Financial Affairs, monthly operating reports, etc.; (d) assist the Debtor in the preparation of financial statements including tax returns, forms and audit reports; (e) assist the Debtor to the extent necessary to formulate a disclosure statement and plan of reorganization; (f) assist the Debtor in daily administrative and operational duties; and (g) render such other general business consulting or other such assistance as the Debtor or its counsel may deem necessary. CohnReznick will be paid at these hourly rates: Partners/Senior Partner $610-$815 Manager/Senior Manager/Director $450-$640 Other Professional Staff $300-$440 Paraprofessional $195 CohnReznick will also be reimbursed for reasonable out-of-pocket expenses incurred. Clifford Zucker, partner of CohnReznick, 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. CohnReznick can be reached at: Clifford Zucker COHNREZNICK LLP 1301 Avenue of the Americas New York, NY 10019 Tel: (212) 297-0400 About BH Sutton New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D. NY Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president. The Hon. Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP represents the Debtor in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. BLUEBERRY TWIST: Case Summary & 14 Unsecured Creditors ------------------------------------------------------ Debtor: Blueberry Twist Partnership P.O Box 6067 Oroville, CA 95966 Case No.: 16-22263 Chapter 11 Petition Date: April 11, 2016 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Christopher D. Jaime Debtor's Counsel: Stephen M. Reynolds, Esq. REYNOLDS LAW CORPORATION 424 2nd St #A Davis, CA 95616 Tel: (530) 297-5030 E-mail: sreynolds@lr-law.net Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The petition was signed by Todd Barnes, managing partner. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb16-22263.pdf CAESARS ENTERTAINMENT: Amends Employment Agreement with Executive ----------------------------------------------------------------- As disclosed in a Form 8-K report filed with the Securities and Exchange Commission, Tariq Shaukat has informed Caesars Entertainment Corporation that he is contemplating relocation outside of Las Vegas, Nevada for personal family reasons, and as a result, that he intends to pursue employment elsewhere. Accordingly, to ensure a seamless transition in connection with any such resignation, on April 8, 2016, Caesars Enterprise Services, LLC and Mr. Shaukat entered into an amendment to Mr. Shaukat's employment agreement. Under the terms of the amendment, if Mr. Shaukat resigns with an effective date on or after May 31, 2016, and before Dec. 31, 2016, he will be entitled to certain benefits subject to his execution of a release and compliance with the 18-month non-competition and non-solicitation clauses in his employment agreement. 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. CARDIAC SCIENCE: Krugman Partners Provides Governance Service ------------------------------------------------------------- Kugman Partners on April 12 disclosed that it provided governance services to Cardiac Science Corporation during the company's restructuring and Reorganization, with Brent Kugman serving as President, Treasurer and Board Member, and Trevor Toppen serving as Secretary and Board Member. Cardiac Science Corporation, a leader in manufacturing of automated external defibrillators, was facing liquidity challenges as a result of excessive corporate overhead and appropriation of capital by its parent company. Subsequent to acquiring the Company's debt, the new senior secured lender exercised its default rights to elect a new slate of directors to oversee governance and management of the company. Kugman Partners accepted Director and Officer appointments and immediately began directing efforts to support the company, undertaking numerous strategic initiatives to restore the business to health and ensure stability for its employees and other interested parties. "We needed to assure employees and creditor constituencies that Cardiac Science Corporation was a sustainable organization," says Brent Kugman. "In essence, Cardiac Science Corporation was a good company constrained by previously poor stewardship at the parent level. We worked with the company's employees to stabilize operations, and then oversaw a public sale process that substantiated the value of the company and provided a true fresh start." Under Kugman Partners' guidance, the company was successfully sold to a new entity affiliated with LA-based private equity firm Aurora Resurgence for value in excess of $100 million, through a 363 sale process under Chapter 11 of the Bankruptcy Code. "Kugman Partners was instrumental in managing vendor, customer, and employee relationships during a difficult period and maximizing value to all constituents," says Sean Ozbolt, Partner at Aurora Resurgence. "We couldn't be happier with the professionalism and dedication of the Kugman team, which led to a stabilization of the business and, ultimately, a successful restructuring." "Cardiac Science Corporation employs 200 employees internationally, and is now in a position to grow exponentially," adds Brent Kugman. "Being able to quickly assess a complex situation such as this one and deploy resources to oversee a successful restructuring are hallmarks of our organization, and I am personally very pleased to see how successful we were in working with management to secure the company's future." About Kugman Partners Kugman Partners -- http://www.kugmanpartners-- is a corporate advisory firm that specializes in restoring stability to middle-market and upper middle-market companies through acquisitions as well as renewal strategies, and providing corporate governance for companies in transition and those that are experiencing stressed or distressed financial and operating performance. Kugman Partners' comprehensive personalized solutions include capital investment and profit enhancement services. Kugman Partners pursues investment opportunities in select scenarios, including stressed and distressed assets, undermanaged portfolio companies, corporate carve-outs, and family businesses facing transitional challenges. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external efibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wis. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. Judge Robert D. Martin presides over the case. The Debtor disclosed total assets of $45,335,596 plus an undetermined amount and $104,715,678 plus an undetermined amount as of the Chapter 11 filing. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. CFS 915 LLC is the largest creditor of the Debtor, and its $87 million prepetition loan is secured by substantially all of the Debtor's assets. CFS has agreed to provide $10 million in postpetition financing for the Debtor. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. In October 2015, the Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP. * * * The Debtor on Jan. 8, 2016 won approval from the Bankruptcy Court to sell substantially all of its assets to CFS 915 LLC. The sale closed on Jan. 25. As required by the parties Asset Purchase Agreement, the Debtor changed its name from "Cardiac Science Corporation" to "CS Estate, Inc." The Debtor filed a corresponding motion to amend the case caption to reflect the name change. CATASYS INC: Files Copy of Investor Presentation with SEC --------------------------------------------------------- Catasys, Inc., furnished the Securities and Exchange Commission a copy of its April 2014 investor presentation. Catasys discusses about, among other things, business overview, current clients, growth opportunity, company highlights and management team. A copy of the Presentation is available at no charge at http://is.gd/XyIpnS About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $27.3 million on $2.03 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Catasys had $2.88 million in total assets, $11.6 million in total liabilities, and a total stockholders' deficit of $8.72 million. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2015, and continues to have negative working capital at Dec. 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CENTRAL BEEF: Hires Barnett Bolt as Special Counsel --------------------------------------------------- Central Beef Ind., LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Barnett Bolt Kirkwood Long & Koche, P.A., as its special counsel, nunc pro tunc to March 21, 2016. Central Beef requires Barnett Bolt to render legal advice with respect to corporate and real estate matters, including participating in negotiations with potential purchasers and investors, and preparing corporate documents, loan documents, and/or documents related to the sale of assets. Barnett Bolt will be paid on an hourly basis at these rates: Leslie J. Barnett $495 Leslie Wager Hudock $385 The current hourly rates of Barnett Bolt are: Lawyers $215-$500 Paralegals $150 Barnett Bolt will also be reimbursed for reasonable out-of-pocket expenses incurred. Leslie J. Barnett, partner of Barnett Bolt Kirkwood Long & Koche, P.A., 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. Barnett Bolt can be reached at: Leslie J. Barnett BARNETT BOLT KIRKWOOD LONG & KOCHE, P.A. 601 Bayshore Boulevard, Suite 700 Tampa, FL 33606 Tel: (813) 253-2020 Fax: (813) 251-6711 E-mail: ljbarnett@barnettbolt.com About Central Beef Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI Management/Administration, LLC, engaged in the business of purchasing cattle and beef production, each filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368 and 16-02370, respectively) on March 21, 2016. Ida Raye Chernin signed the petitions as manager. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as counsel. Judge Catherine Peek McEwen has been assigned the cases. CENTRAL BEEF: Hires Stichter Riedel as Bankruptcy Counsel --------------------------------------------------------- Central Beef Ind., LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Stichter Riedel Blain & Postler, P.A., as its counsel, nunc pro tunc to March 21, 2016. Central Beef requires Stichter Riedel to: a. advise the Debtors with respect to their powers and duties as debtors in possession and the continued management of their business operations; b. advise the Debtors with respect to their responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of the Court; c. prepare on behalf of the Debtors all motions, pleadings, orders, applications, adversary proceedings, answers, reports, and other legal documents necessary in the administration of the cases; d. take all necessary action to protect and preserve the estates of the Debtors in all matters before the Court, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; e. negotiate and prepare on behalf of the Debtors a plan, a disclosure statement, and all related documents; f. negotiate and prepare documents relating to the disposition of assets, as requested by the Debtors; g. advise the Debtors, when appropriate, with respect to federal and state regulatory matters; h. advise the Debtors on finance, and finance-related matters and transactions, and matters relating to the sale of the Debtors' assets; and i. perform such other legal services for the Debtors as may be necessary and appropriate. Stichter Riedel will be paid on an hourly basis at these rates: a. Harley E. Riedel $495 b. Charles A. Postler $475 c. Susan Heath Sharp $350 d. Matthew B. Hale $210 Generally, Stichter Riedel's hourly rates are: Title Rate per Hour ----- ------------- (a) Partners $350-495 (b) Associates $200-325 (c) Paralegals $125-190 Stichter Riedel will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, Stichter Riedel received certain amounts as compensation for professional services performed, for the reimbursement of reasonable and necessary expenses incurred in connection therewith, and as a general retainer. Harley E. Riedel, partner of Stichter Riedel Blain & Postler, P.A., 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. Stichter Riedel can be reached at: Harley E. Riedel, Esq. Susan Heath Sharp, Esq. STICHTER RIEDEL BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: hriedel@srbp.com ssharp@srbp.com About Central Beef Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI Management/Administration, LLC, engaged in the business of purchasing cattle and beef production, each filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368 and 16-02370, respectively) on March 21, 2016. Ida Raye Chernin signed the petitions as manager. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as counsel. Judge Catherine Peek McEwen has been assigned the cases. CIENA CORP: S&P Raises CCR to 'B+' on Improved Credit Metrics ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating to 'B+' from 'B' on Hanover, Md.-based Ciena Corp. The outlook is stable. At the same time, S&P assigned its 'BB' issue-level rating to the company's new $200 million senior secured term loan and raised S&P's issue-level rating to 'BB' from 'BB-' on the company's existing $250 million senior secured credit facilities. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. S&P also affirmed its 'B' issue-level rating on the company's senior unsecured debt. The '5' recovery rating indicates that unsecured creditors can expect modest (10%-30%; in the lower end of the range) recovery in the event of a default. "The rating action reflects our view of Ciena's improved financial risk profile, based on adjusted gross leverage under 5x pro forma for the proposed $200 million term loan B but significantly improving to the low 3x area after the 2017 convertible matures," said Standard & Poor's credit analyst Minesh Shilotri. The stable outlook reflects S&P's expectation that stable 100G and switching product demand, along with a diversifying customer base, will lead to good revenue growth and improving leverage metrics over the next 12 months, and that the current liquidity of more than $1 billion, along with around $150 million in annual free cash flow, will be sufficient to settle around $830 million of convertible debt maturing in 2017 and 2018. CIENA CORPORATION: Moody's Raises CFR to B1, Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded Ciena Corporation's corporate family rating to B1 from B2. Concurrently, Moody's affirmed the existing senior secured term loan at Ba2 and assigned a Ba2 to the company's proposed senior secured term loan. Ciena will use the proceeds from the term loan to supplement cash on the balance sheet and to repay a portion of its existing 0.875% convertible notes due June 2017. The ratings outlook is stable. RATINGS RATIONALE Ciena's B1 corporate family rating reflects a solid market position in approximate $13 billion fiber optic networking sector. We expect service providers will continue investing to augment the capacity of their optical backbone networks in order to drive down unit costs and create the economics/cost structure to handle the huge and growing amounts of IP traffic that they transport to and from customers. With a solid market presence, good product positioning and a broadening customer base, Ciena should benefit from a market that we anticipate will grow in the mid-single digits over the next few years. While modest, profitability is improving through revenue growth and cost containment, with adjusted EBITDA margins projected at 11%, up from 6% three years ago. Following the conversion of a convertible debt instrument in March 2015 as well as improved operating performance, adjusted debt to EBITDA has declined to 5.0x as of January 2016 from 10.3x as of fiscal October 2014. Although there will be a temporary increase in leverage due to Ciena's pre-funding a part of next year's maturing convertible debt, based on current market demand conditions, which can be volatile, and Ciena's product positioning, Moody's expects leverage to decline toward 4x over the next year. With free cash flow over $150 million, free cash flow to debt should approach 20% over the next 18 months. As a result of good demand in the optical transport market and solid product positioning, Ciena has grown revenue in ten of the last twelve quarters by an average of 10% while improving profit margins. Based on end user market demand and Ciena's product architecture and portfolio that is well-aligned with that demand, Moody's expects mid-single digit revenue growth over the next year, stable gross margins in the mid-to-low 40% range, and adjusted EBITDA margins between 11% and 12%. Ciena has a very good liquidity profile with an SGL-1 Speculative Grade Liquidity Rating. The company had $995 million in cash and short term investments as of January 2016. Moody's expects Ciena will generate over $150 million of free cash flow over the next year, with variation driven by working capital swings that are supported by a $250 million secured, asset based lending facility that matures December 2020. There were no borrowings under the facility as of January 2016. The Ba2 ratings on the senior secured first lien term loans reflect their senior most position in the capital structure and loss absorption support provided by the unsecured convertible notes in a default scenario. These ratings were upgraded: Corporate Family Rating: to B1 from B2 Probability of default: to B1-PD from B2-PD Speculative Grade Liquidity Rating: to SGL-1 from SGL-2 This rating was affirmed $250 million senior secured term loan, Ba2, LGD2 This rating was assigned: Senior Secured 1st Lien Term Loan, Ba2, LGD2 Ratings outlook: stable The stable outlook reflects Moody's expectations that Ciena's improving credit metrics will be sustained, driven by the company's good product positioning, profitability and cash flow, as well as our expectations that Ciena will be able to maintain and defend its solid market position in the fiber optic market. The ratings could be upgraded if Ciena is likely to sustain revenue growth and maintain EBITDA margins above 12%, while sustaining adjusted debt to EBITDA below 4x and maintaining a good liquidity profile. The ratings could be lowered if there is a deterioration in business fundamentals evidenced by revenue declines and EBITDA margins falling below 9%. Additionally, adjusted debt to EBITDA sustained above 5.5x times could pressure the rating. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. CLIFFS NATURAL: S&P Lowers CCR to 'SD' on Distressed Exchange ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cleveland, Ohio-based iron ore producer Cliffs Natural Resources Inc. to 'SD' from 'CC'. S&P also lowered the issue-level ratings on the company's second-lien notes to 'D' from 'CC' and on its senior unsecured notes to 'D' from 'CC'. The issue-level rating on the first-lien debt remains 'BB-' with a '1' recovery rating. The rating action reflects Cliffs' announcement that it has completed a private debt exchange in which $512 million in debt principal, consisting of second-lien notes and various senior unsecured notes, was exchanged for $219 million in new 8.00% 1.5-lien senior secured notes due 2020. S&P is lowering the corporate credit rating and the issue-level ratings on the associated debt because S&P views the exchange to be distressed. This determination is based on the company's financial condition, including S&P's view that the capital structure was unsustainable. "We are reassessing our ratings on Cliffs and plan to release updated ratings within the week," said Standard & Poor's credit analyst Chiza Vitta. "Our analysis will incorporate the company's new capital structure as well as developments subsequent to our rating actions on Jan. 28, 2016." COLUCCI TILE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Colucci Tile and Marble, Inc. 517 McNeilly Road, Suite 200 Pittsburgh, PA 15226 Case No.: 16-21389 Nature of Business: The company's line of business includes providing asphalt tile, carpeting, linoleum, and resilient flooring installation and services. Chapter 11 Petition Date: April 12, 2016 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Gregory L. Taddonio Debtor's Counsel: Christopher M. Frye, Esq. STEIDL & STEINBERG Suite 2830 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Tel: 412-391-8000 Fax: 412-391-0221 Email: chris.frye@steidl-steinberg.com kenny.steinberg@steidl-steinberg.com Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 million to $10 million The petition was signed by Carl J. Hilbert, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb16-21389.pdf CORRECTIONS CORP: Fitch Affirms 'BB+' Issuer-Default Rating ----------------------------------------------------------- Fitch Ratings has affirmed all the ratings for Corrections Corporation of America (NYSE: CXW) and has assigned a new 'BBB-'/'RR1' rating to CXW's secured term loan. The Rating Outlook is Stable. KEY RATING DRIVERS The 'BB+' Issuer-Default Rating (IDR) incorporates CXW's strong credit metrics offset by steadily declining occupancy rates and weakening margins. CXW's revenues remain highly reliant on short term 3 - 5 year contracts with federal and state government entities that have the ability to dissolve agreements with CXW at any time without cause, as well as funding for contractual payments often dependent on annual budget approvals with political under currents. STRONG FINANCIAL METRICS CXW has leverage that is low relative to Fitch's rated U.S. REIT universe, but in-line with broader corporates at the same rating level. Leverage (as measured by net debt to recurring operating EBITDA) was at an elevated 3.5x for the year-ended Dec. 31, 2015 as a result of the timing effects from CXW's acquisition of Avalon Correctional Services (Avalon) near the end of the calendar year. CXW incurred debt and other costs related to financing the Avalon acquisition, including an incremental $100 million term loan, while receiving minimal earnings benefit in 2015. Fitch expects CXW's leverage to return to the high-2x - low-3x range by the end of 2016 based on a full year of earnings from Avalon, the additional revenue from the contract awarded to its Red Rock facility, and its newly developed Trousdale facility coming on-line during the year. The company targets leverage between 3x - 4x. CXW also has a high level of fixed-charge coverage. Coverage was 7.7x for the year-ended Dec. 31, 2015 versus 8.3x and 7.5x in 2014 and 2013, respectively. This metric is also amongst the strongest in Fitch's rated U.S. REIT universe. Fitch defines coverage as recurring operating EBITDA less recurring maintenance capital expenditures divided by cash interest incurred. Fitch projects that coverage will remain strong through the rating horizon. FALLING OCCUPANCIES Average compensated occupancy has declined every year since 2007 from 98.2%, and stood at 82.5% for the year-ended Dec. 31, 2015. While CXW desires a certain level of vacancy in order to meet demand, occupancy has remained well below its target range of available beds. CXW has lost multiple contracts in the last several years, some by choice as they relate to the company's lower-margin, higher-occupancy managed-only facilities. The company has been unable to recoup the losses in occupancy through acquisitions or new contracts. Margins have also suffered, dipping below 28% in 2015 after remaining approximately at 30% since 2007. The decline in California inmate populations has also negatively affected the company's operational metrics. However, CXW has consistently grown revenues per man-day with recent increases due to its high earning South Texas Family Residential Center. Fitch expects that falling occupancies and margins will be offset by limited development revenues and good cash retention after dividends, which should result in leverage sustaining in the high-2x - low-3x range over the longer term. SOLID COMPETITIVE POSITION The long-term credit characteristics of the private correctional facilities industry are generally attractive, although there are potential headwinds. Public prisons are generally overcrowded and the supply of new public prisons has been modest over the past five years. The private sector accounts for approximately 10% of the U.S. prison market and CXW is the market leader with 42% market share of all private prison beds. CXW's largest competitor, The GEO Group (GEO), controls 37% of private prison beds, but relatively high barriers of entry exist for other potential competitors. U.S. private correctional facilities should continue to exhibit modest growth in the long-run despite slight declines in federal prison populations in two consecutive years for the first time in over 40 years. RELATIVELY STABLE CONTRACTUAL INCOME CXW enters into contracts with federal agencies as well as state and local governments. These customers typically guarantee contracts either at a per-inmate-per-day (per diem) rate or utilize a "take or pay" arrangement which guarantees minimum occupancy levels. Contracts with these government authorities are generally for 3 - 5 years with multiple renewal terms, but can be terminated at any time without cause. Terms are typically exposed to legislative bi-annual or annual appropriation of funds process. Since contracts are subject to appropriation of funds, strained budget situations at federal, state, and local levels could pressure negotiated rates. The company received multiple requests for assistance with contracts from its government customers throughout the financial downturn. CXW was able to adjust cost and/or service items in contracts to compensate for reduced revenue levels such that the contracted profit and margins did not deteriorate. As a result, the company had strong relative financial performance through the recent recession. Despite several contract losses in recent years, the historical renewal rate at owned and managed facilities is approximately 95%. LIMITED REAL ESTATE VALUE CXW's real estate holdings provide limited credit support. There are limited to no alternative uses of prisons and the properties are often in rural areas. The company has never obtained a mortgage on any of its owned properties, exhibiting a lack of contingent liquidity. However, the facilities do provide essential governmental services, so there is inherent value in the properties. Additionally, prisons have a long depreciable life of 50 years with a practical useful life of approximately 75 years. CXW has a young owned portfolio with a median age of approximately 18 years. LIMITED SECURED DEBT MARKET The secured debt market for prisons remains undeveloped and is unlikely to become as deep as that for other commercial real estate asset classes, weakening the contingent liquidity provided by CXW's entirely unencumbered asset pool. Fitch would view increased institutional interest in secured lending for prisons throughout business cycles as a positive credit characteristic. Fitch expects that the company will retain strong access to capital through the bank, bond and equity markets. CONCENTRATED, BUT CREDIT WORTHY CUSTOMER BASE CXW's customer base is highly credit worthy, but concentrated as evidenced by the top 10 tenants accounting for 85% of total revenues in 2015. Three of the company's top tenants are large federal correctional and detention authorities, which collectively made up 51% of revenues for the year-ended Dec. 31, 2015. U.S. Immigration and Customs Enforcement accounted for 24%, up significantly from the prior year due to the South Texas Family Residential Center, the United States Marshals accounted for 16% of revenue, and the Bureau of Prisons accounted for 11% of revenue. California, Georgia and Tennessee are the three largest state customers and together accounted for 22% of 2015 revenue. CONSERVATIVE FINANCIAL POLICIES Management has stated a leverage target of approximately 3x, with a cap at 4x. CXW maintains strong financial flexibility as it generates annualized AFFO before dividends of approximately $309 million. Approximately 80% of AFFO has been used to support the dividend while the remaining 20% has supported prison construction, debt reduction and other corporate activities. The company's ROI hurdle rate is 13% - 15% cash-on-cash, pre-tax EBITDA returns to all capital investments. SUFFICIENT LIQUIDITY COVERAGE CXW's liquidity coverage is 4.8x for the period Jan. 1, 2016 to Dec. 31, 2017. Sources of liquidity include unrestricted cash, availability under the company's secured credit facility and projected retained cash flows from operating activities after dividends. Uses of liquidity include development and other capital expenditures. CXW benefits from having only $15 million in debt maturity payments related to its incremental term loan through 2017. SECURED CREDIT FACILITY, TERM LOAN AND SENIOR NOTES NOTCHING Fitch has affirmed the secured credit facility and assigned a new rating to the secured term loan at 'BBB-/RR1', one notch above the IDR. The secured credit facility and term loan are effectively senior to the unsecured bonds with CXW's accounts receivables pledged as collateral. Accounts receivables were $234 million as of Dec. 31, 2015. Equity in the company's domestic operating subsidiaries and 65% of international subsidiaries are also pledged as collateral. The long-term fixed assets are not pledged. The RR of '1' for CXW's secured credit facility supports a rating of 'BBB-', one notch above the IDR, and reflects outstanding recovery prospects. The secured credit facility is effectively senior to the unsecured bonds. CXW's accounts receivable are pledged as collateral. Accounts receivable were $234 million as of Dec. 31, 2015. Equity in the company's domestic operating subsidiaries and 65% of international subsidiaries are also pledged as collateral. The long-term fixed assets are not pledged. As of Dec. 31, 2015, leverage through the secured credit facility was approximately 1.1x based on the drawn amount, and 2.2x assuming the facility was fully drawn. The RR of '4' for CXW's senior unsecured debt supports a rating of 'BB+', the same as CXW's IDR, and reflects average recovery prospects in a distressed scenario. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- 1.5% same-store NOI growth annually 2016 - 2018; -- No debt or equity issued through the forecast period; -- $53 million cash adjustment for depreciation and interest expenses in 2016 related to South Texas Family Residential Center, $49 million in 2017, and $34 million in 2018; -- $58.5 million in annual maintenance and technology capital expenditures from 2016 - 2018; -- $32.5 million in development expenditures related to Red Rock Correctional Center expansion in 2016; -- Dividends of $0.54/share in 2016, $0.56/share in 2017, and $0.58/share in 2018. RATING SENSITIVITIES Considerations for an investment grade IDR include: -- Increased privatization of the correctional facilities industry; -- An acceleration of market share gains and/or contract wins; -- Adherence to more conservative financial policies (2x leverage target; 4x minimum fixed charge coverage); -- Increased mortgage lending activity in the private prison sector. Considerations for downward pressure on the IDR/Outlook include: -- Fitch's projection of leverage sustaining above 3.5x coupled with continued fundamental business headwinds. Should operating fundamentals improve, indicating current operating weakness is more cyclical than secular in nature, leverage sustaining above 4.0x would be considered for downward pressure on the IDR or Outlook; -- Increased pressure on per diem rates from customers; -- Decreasing market share or profitable contract losses; -- Material political decisions negatively affecting the long- term dynamics of the private correctional facilities industry. FULL LIST OF RATING ACTIONS Fitch takes the following actions: Corrections Corporation of America -- Issuer Default Rating (IDR) affirmed at 'BB+'; -- Secured revolving credit facility affirmed at 'BBB-'/'RR1'; -- Secured term loan rated 'BBB-'/'RR1'; -- Senior unsecured notes affirmed at 'BB+'/'RR4'. CTI BIOPHARMA: FMR LLC Reports 8.76% Equity Stake as of April 8 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission on April 8, 2016, FMR LLC and Abigail P. Johnson disclosed that they beneficially own 24,664,248 shares of common stock of CTI Biopharma Inc. representing 8.764 percent. Select Biotechnology Portfolio also reported beneficial ownership of 19,931,435 shares. A copy of the regulatory filing is available for free at http://is.gd/AYeDQR About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $122.62 million on $16.11 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $95.99 million on $60.07 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $144.33 million in total assets, $96.91 million in total liabilities and $47.41 million in total shareholders' equity. The Company's independent registered public accounting firm included an explanatory paragraph in its reports on its consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, and for the year ended Dec. 31, 2014, regarding their substantial doubt as to the Company's ability to continue as a going concern. The Company said that although its independent registered public accounting firm removed this going concern explanatory paragraph in its report on our Dec. 31, 2015, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. According to the Company, the inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of its common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and the Company cannot guarantee that it will not receive such an explanatory paragraph in the future. DAIICHI CHOU: Japanese Case Recognized as Foreign Main Proceeding ----------------------------------------------------------------- The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York recognized as foreign main proceeding pursuant to Section 1517(b)(1) of the Bankruptcy Code the Japanese proceeding commenced by Daiichi Chuo Kisen Kaisha. As reported by the Troubled Company Reporter on Oct. 23, 2015, the Ontario Superior Court of Justice issued an initial order recognizing the civil rehabilitation proceedings under Japanese law of shippers Daiichi Chuo Kisen Kaisha and Star Bulk Carriers Co. S.A., currently pending as Case No. Heisei 27 (2015) (Sai) 53 before the 20th Civil Division of the Tokyo District Court, Japan. The U.S. Court also recognized Masakazu Yakushiji and Koji Fujita as the foreign representative of the Debtors. The foreign representative's counsel: Tony Reyes, Esq. NORTON ROSE FULBRIGHT CANADA LLP Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box 84 Toronto, Ontario M5J 2Z4 Tel: 416 216 4825 Email: Tony.Reyes@nortonrosefulbright.com -- and -- Alexander Schmitt, Esq. NORTON ROSE FULBRIGHT CANADA LLP Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box 84 Toronto, Ontario M5J 2Z4 Tel: (416) 216-2419 E-mail: Alexander.Schmitt@nortonrosefulbright.com About Daiichi Chuo Daiichi Chuo Kisen Kaisha is a Japanese-based international shipping company incorporated under Japanese law in 1960. In addition to its principal domestic Japanese offices in Tokyo, Kansai, Wakayama and Kashima, where the majority of DCKK's employees are located, DCKK has ancillary offices in New York (opened in 1969), Manila, Hong Kong, London, Shanghai, Brisbane and Vietnam. DCKK's core business is marine transportation, providing overseas shipping, coastal shipping and other related services, focusing primarily on transporting dry bulk (bulk cargo such as unpackaged grain, iron ore and other commodities) using a tramp steamer, commonly referred to as a tramper. As reported in the Troubled Company Reporter-Asia Pacific on Sept. 30, 2015, Bloomberg News said Daiichi Chuo KK filed for bankruptcy protection in Tokyo with JPY120 billion ($1 billion) in liabilities, as over-expansion amid plunging freight rates pushed the Japanese shipping line to four straight years of losses. Its wholly owned Star Bulk Carrier Co. unit also filed for bankruptcy with JPY57 billion in liabilities, Daiichi Chuo said in a statement on Sept. 29, Bloomberg related. Daiichi Chuo Kisen Kaisha filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-12650) on Sept. 29, 2015. The petition was signed by Masakazu Yakushiji, the president and foreign representative. The Debtor estimated both assets and liabilities of $100 million to $500 million. The Petitioner has engaged Norton Rose Fulbright US LLP as counsel. Judge Michael E. Wiles is assigned to the case. DIGITAL REALTY: Fitch Currently Rates Preferred Stock at 'BB+' -------------------------------------------------------------- Fitch Ratings has assigned a rating of 'BBB' to the senior unsecured issuance by Digital Euro Finco, LLC, a wholly-owned subsidiary of Digital Realty Trust, Inc. (NYSE: DLR). The notes will be fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. The company expects to use to the net proceeds to repay borrowings under its global revolving credit facility. KEY RATING DRIVERS The rating reflects that while the acquisition of Telx moderately increases leverage in the near term, Fitch expects the company's metrics to improve in-line with longer-term historical trends, and consistent with a 'BBB' Issuer Default Rating (IDR) for a diversified data center real estate investment trust (REIT). While the Telx transaction adds more operational intensity and decreases margins, the transaction has several benefits, including increased tenant and revenue diversity and complementary business lines. As the largest data center REIT, Digital Realty exhibits credit strengths including a global platform, granular tenant base, strong access to multiple sources of capital, adequate liquidity, and a deep management bench. The rating takes into account the niche asset class in which the company operates, resulting in a less liquid investment market than other commercial property asset classes and also low unencumbered asset coverage for the rating. Key Metrics Remain Appropriate For Rating Fitch estimates run-rate leverage at 5.2x for the year ended Dec. 31, 2015. Fitch recently revised the treatment of REIT cumulative perpetual preferred stock to 50% equity credit from 100%. DLR's run rate leverage based on net debt including 50% of preferred stock was 5.8x for the year ended Dec. 31, 2015, compared with 5.5x and 6.0x in 2014 and 2013, still appropriate for the 'BBB' rating. Fitch forecasts that leverage will remain between 5.5x and 6.0x over the next 12 - 24 months. Fixed-charge coverage is good for the rating at 3.0x for the year ended Dec. 31, 2015 versus 2.9x for both full year 2014 and 2013. Fitch expects DLR's fixed-charge coverage will be between 2.7x and 3.0x over the next 12 - 24 months, driven by same-store net operating income (NOI) growth offset by higher fixed charges. Fitch defines fixed charge coverage as recurring operating EBITDA less straight-line rents divided by total interest incurred and preferred stock dividends. Strategy Focused on Improving Unlevered Cash Flow The lease-up of existing inventory is one of the company's top priorities. Tenants across the social media, mobility, analytics, and cloud segments are driving the majority of new demand for Digital Realty's properties. Portfolio occupancy decreased 180 basis points (bps) year over year to 91.4% at Dec. 31, 2015 as a result of consolidating newly acquired Telx properties operating at occupancy levels well below the rest of DLR's portfolio. Quarterly stabilized same store year-over-year cash NOI growth averaged 2.3% in 2015 due primarily to a renewal leasing spread of 11.5% for the year ended Dec. 31, 2015. During 2015, renewal activity represented 64.6% of lease signings based on square footage. Comparisons for renewals were challenging for a time due to the rolldown of peak rental rates signed prior to the financial crisis; however, the company has recently been effective in leasing up its existing properties and maintaining its tenant base. Over the next several years, Fitch projects 2.5% to 4.7% same-store NOI growth, driven primarily by developments coming on line and efficient management of the aggregate portfolio inclusive of Telx. Same-store NOI growth, cash flow from the lease-up of developments, and increased cash flow from joint ventures, offset by a reduction of EBITDA from the sale of non-core assets, should drive fixed-charge coverage in the high 2.0x range over the next two years, appropriate for a 'BBB' rating given Digital Realty's niche property focus. Global Platform Digital Realty offers Turn-Key Flex, Powered Base Building, colocation and interconnection space via its 139 operating properties, including 110 throughout North America, 23 in Europe, three in Australia and three in Asia. Top markets as of Dec. 31, 2015 were New York (13.2% of consolidated annualized base rent), London (10.8%), Northern Virginia (10.4%), Dallas (10.4%), and Silicon Valley (8.8%). The company also benefits from a granular tenant roster, which includes IBM (Rated 'A+'/Stable Outlook) at 7.5% of rent, CenturyLink, Inc. ('BB+' IDR/Stable Outlook) at 6.1%, Equinix, Inc. ('BB' IDR/Stable Outlook) at 4.0%, Facebook, Inc. at 2.3% and AT&T ('A-' IDR/Stable Outlook) at 2.1%. Good Access to Capital but Limited Secured Debt Market for Data Centers Since 2006, the company has issued $3.4 billion of common equity, $1.9 billion of preferred equity including most recent issuance, $3.5 billion of dollar-denominated unsecured bonds, and GBP700 million of sterling-denominated unsecured bonds not including the April 2016 issuance. The company's sterling-denominated bonds function as a natural hedge given the company's exposure to the United Kingdom. Additionally, the company holds a $2 billion global revolving credit facility, refinanced in January 2016, which provides for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars, and U.S. dollars with the ability to add additional currencies in the future subject to certain conditions. Despite the company's strong access to capital, the availability of mortgage capital for data centers is not as deep compared with other commercial real estate property types, limiting the sources of contingent liquidity. Deep Management Bench The company has a strong management team in areas such as real estate expertise as well as technical acumen, and it continues to work collaboratively with its business partners such as VMware and Compunext to provide accommodative data center solutions (e.g., direct connections to VMware vCloud Air, creation of the Global Cloud Marketplace with various cloud service providers). Fitch expects that most of Telx's employees will join DLR to manage the colocation and interconnection business. Less Contingent Liquidity for Data Centers Data centers are specialized properties and technological obsolescence over the long term is possible. However, there are significant barriers to entry and medium-term IT trends are favorable. Compared with other real estate assets, data centers have a less liquid investment market with fewer potential buyers, making these assets potentially more difficult to divest or borrow against in a depressed market. These market characteristics can reduce the ability of data centers to serve as a source of contingent liquidity. Digital Realty's financial metrics are intrinsically strong for the 'BBB' rating category; however, the ratings are constrained by the data center properties being a less-than-mature asset class and the less liquid market for trading and financing these assets. Digital Realty is committed to an unsecured funding profile. However, the company's unsecured debt incurrence has outpaced the growth of the unencumbered pool. Unencumbered assets (unencumbered NOI divided by a stressed capitalization rate of 10%) covered net unsecured debt by 2.1x as of Dec. 31, 2015, which is low for a 'BBB' rating. Higher Operational Intensity from Telx Transaction Fitch estimates that EBITDA margins will decline to 54% from approximately 57% due to lower Telx margins, and that Telx's colocation and interconnection business will represent approximately 11% of DLR's total EBITDA. Telx owns only two assets, with the remaining seven locations leased from third-party property owners. As a result, DLR has become a tenant at these locations, which increases lease renewal risk and adds a degree of operating risk into the company's business. Fitch's negative rating sensitivities for leverage may decline if the company further increases its exposure to business segments with higher operating risk. Adequate Liquidity Coverage Ratio Liquidity coverage (defined as liquidity sources divided by uses) is adequate at 1.5x for the period from Jan. 1, 2016 to Dec. 31, 2017. Sources of liquidity include unrestricted cash less working capital requirements, availability under the company's global unsecured revolving credit facility, and projected retained cash flows from operating activities after dividends and distributions. Uses of liquidity include debt maturities as well as projected recurring capital expenditures and cost-to-complete future development. The company's adjusted funds from operations (AFFO) pay-out ratio was 81.4% in 2015 compared with 87.6% in 2014 and 83.9% in 2013, all of which are indicative of the company's ability to generate and retain moderate organic liquidity. Based on the current AFFO pay-out ratio, the company retains approximately $110 million annually. Stable Outlook The Stable Outlook reflects Fitch's expectation that metrics will remain appropriate for the rating over the next one to two years. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for DLR include: -- $850 million of annual development starts; -- $750 million of annual development deliveries. RATING SENSITIVITIES The following factors may result in positive momentum in the rating and/or Outlook: -- Increased mortgage lending activity in the data center sector; -- Fitch's expectation of fixed-charge coverage sustaining above 3x (year end 2015 fixed charge coverage was 3.0x and 4Q15 run rate coverage is 2.8x); -- Fitch's expectation of leverage (including 50% equity credit- to-preferred stock) sustaining below 4.5x (4Q15 run rate leverage is 5.8x and year end 2015 leverage is 6.4x). The following factors may result in negative momentum in the rating and/or Outlook: -- Sustained declines in rental rates and same-property NOI; -- Fitch's expectation of fixed-charge coverage sustaining below 2.5x; -- Fitch's expectation of leverage sustaining above 6x; -- Base case liquidity coverage sustaining below 1x. FULL LIST OF RATING ACTIONS Fitch currently rates Digital as follows: Digital Realty Trust, Inc. -- IDR 'BBB'; -- Preferred stock 'BB+'. Digital Realty Trust, L.P. -- IDR 'BBB'; -- Unsecured revolving credit facility 'BBB'; -- Senior unsecured term loan facility 'BBB'; -- Senior unsecured notes 'BBB'. Digital Stout Holding, LLC -- Unsecured guaranteed notes 'BBB'. Digital Euro Finco, LLC -- Unsecured guaranteed notes 'BBB'. The Rating Outlook is Stable. EAST ORANGE: Trenk Dipasquale Approved as Committee's Co-Counsel ---------------------------------------------------------------- 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 Trenk, Dipasquale, Della Fera & Sodono, P.C., as its co-counsel. Trenk DiPasquale, as co-counsel, is expected to, among other things: a. assist, advise and represent the Committee with respect to the administration of the case and the exercise of oversight with respect to the Debtors' affairs, including all issues arising from or impacting the Debtors, the Committee or these chapter 11 cases; b. provide all necessary legal advice with respect to the Committee's powers and duties; and c. assist the Committee in maximizing the value of the Debtors' assets for the benefit of all creditors. The order also provided that compensation on an hourly basis will be approved by the Court upon the filing of fee applications. Trenk DiPasquale will be submitting detailed statements to the Court setting forth the services rendered and seeking compensation and reimbursement of expenses. To the best of the Committee's knowledge, Trenk DiPasquale is a "disinterested person" as that term is defined n Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph J. DiPasquale, Esq. Adam D. Wolper, Esq. TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 E-mails: jdipasquale@trenklawfirm.com awolper@trenklawfirm.com 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. T 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. 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. 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. EASTERN LIVESTOCK: Kitchens Loses Bid to Dismiss Trustee's Suit --------------------------------------------------------------- The Trustee, James A. Knauer, initiated an adversary proceeding by filing the original complaint which was later amended. It now comes before the Court on a Motion to Dismiss filed by Defendant, Stephen N. Kitchens. This adversary proceeding stems from the loss of ELC cattle which were in Kitchens' custody and care in Bowling Green, Kentucky. The Trustee, in his Original Complaint, asserted claims for (1) breach of promissory note, (2) recovery on loans and advances, and (3) unjust enrichment, all of which were based on monies owed to ELC for the death of cattle in Kitchens' custody around January 15, 2008. In discovery, the Trustee learned that the indebtedness which he sought to recover from Kitchens was owed not pursuant to a promissory note but was instead owed pursuant to an alleged unwritten agreement between ELC and Kitchens for the feed and care of ELC cattle (the "Pasture Agreement"). The Trustee then moved the Court for leave to amend the complaint based on this new information. The Court granted the Trustee's motion and ordered that the Amended Complaint relate back to the filing of the Original Complaint. In an Order dated March 18, 2016, which is available at http://is.gd/k9M5r5from Leagle.com, Judge Basil H. Lorch of the United States Bankruptcy Court for the Southern District of Indiana, New Albany Division, denied Kitchens' Motion to Dismiss the Plaintiff's First Amended Complaint. The adversary case is James A. Knauer, Chapter 11 Trustee Of Eastern Livestock Co., LLC, Plaintiff and Counter-Defendant, v. Stephen N. Kitchens a/k/a/ Steve Kitchens d/b/a/ Buckhorn Cattle, Defendant and Counter-Plaintiff, Adv. Proc. No. 13-59021 (Bankr. S.D. Ind.). The bankruptcy case is In re: Eastern Livestock Co., LLC, Debtor, Case No. 10-93904-BHL-11 (Bankr. S.D. Ind.). James A. Knauer, Trustee, Plaintiff, is represented by Jay P. Kennedy, Esq. -- JKennedy@kgrlaw.com -- Kroger Gardis & Regas, Amanda Dalton Stafford, Esq. -- ads@kgrlaw.com -- Kroger, Gardis & Regas, LLP. Stephen N. Kitchens, Defendant, is represented by April A Wimberg, Esq. -- awimberg@bgdlegal.com -- Bingham Greenebaum Doll LLP. About Eastern Livestock Eastern Livestock Co., LLC, was one of the largest cattle brokerage companies in the United States, with operations and assets located in at least 11 states. ELC was headquartered in New Albany, Indiana, with branch locations across several states. It shut operations in November 2010. On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock Exchange, LLC, and Moseley Cattle Auction, LLC, filed an involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No. 10-93904) for the Company. The creditors asserted $1.45 million in claims for "cattle sold," and are represented by Greenebaum Doll & McDonald PLLC. Judge Basil H. Lorch III entered an order for relief on Dec. 28, 2010. At the behest of the creditors, the Court appointed James A. Knauer, Esq., as Chapter 11 trustee to operate Eastern Livestock's business. The Chapter 11 trustee is represented by James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as accountants. BMC Group Inc. is the claims and notice agent. The Debtor has disclosed $81,237,865 in assets and $40,154,698 in papers filed in Court. The Debtor, in its amended schedules, disclosed $59,366,230 in assets and $40,154,697 in liabilities as of the Chapter 11 filing. An affiliate, East-West Trucking Co., LLC, filed a Chapter 7 petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010. The petition was signed by Thomas P. Gibson, as manager. Michael J. Walro, appointed as Chapter 7 Trustee for East-West Trucking, has tapped James T. Young, Esq., at Rubin & Levin, P.C., in Indianapolis as counsel. Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in 2010. Kathryn L. Pry, the court- appointed trustee for the Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel. The Court approved the appointment of Robert M. Fishman to mediate the issue of the reasonableness of the proposed settlement with Fifth Third Bank as contained in the Chapter 11 Plan proposed by the Debtor. The Court has confirmed the first amended plan of liquidation filed by James A. Knauer, Chapter 11 trustee. The Plan is premised on the approval of a settlement reached between the Chapter 11 Trustee and Fifth Third Bank settling the estate's claims against Fifth Third in consideration of Fifth Third agreeing to accept a pro rata charge and assessment of reasonable administrative fees and expenses against its collected collateral and the contribution of 10% of its collected collateral to the payment of Allowed Class 4 Claims of general unsecured creditors. The trustee has estimated that the Settlement may result in an approximate 25% return to general unsecured creditors while contributing to funding the Chapter 11 Case to allow the trustee to continue collecting assets for distribution. EFRON DORADO SE: Court Set to Hear Bid to Use Cash Collateral ------------------------------------------------------------- A bankruptcy court is set to hear a motion of Efron Dorado SE to use the cash collateral of PR Asset Portfolio 2013-1 International Sub 1, LLC. The U.S. Bankruptcy Court in Puerto Rico will take up the motion at a hearing on May 18, 2016. PRAPI asserts a lien on the company's accounts receivable arising from the operation of a shopping center in Dorado, Puerto Rico. Efron Dorado is the owner of the real property where the shopping center is located, according to court filings. PRAPI had earlier opposed the use of its cash collateral, saying it should not be forced to finance a bankruptcy proceeding that "appears to have a minimum, if any, probability of reorganization." About Efron Dorado Se Efron Dorado Se, based in San Juan, Puerto Rico, filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-00283) on Jan. 20, 2016. The petition was signed by David Efron, partner. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, serves as its bankruptcy counsel. In its petition, the Debtor listed total assets of $33.2 million and total debt of $15.2 million. According to the schedules, the Debtor owns the shopping mall known as Paseo Del Plata Shopping Center located in Dorado, Puerto Rico; a parcel of land consisting of 80 Cuerdas, identified as Quintas De Dorado; and a parcel of land consisting of 30 Cuerdas known as Hernandez Farm. EMERALD ACQUISITION: Moody's Assigns Ba2 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service has assigned a Ba2 corporate family rating to the newly formed holding company, Emerald Acquisition Limited (a/k/a "Russell Investments"). Moody's has also assigned a Ba2-PD probability of default rating (PDR). Concurrently, Moody's has assigned Ba2 ratings to a $650 million 7-year senior secured term loan and a $50 million revolving credit facility issued by co-borrowers Russell Investments US Institutional Holdco, Inc. and Russell Investments US Retail Holdco, Inc. The credit facilities will be used to partially finance the previously announced $1 billion buyout of Russell Investments by two private equity sponsors -- TA Associates and Reverence Capital Partners -- from the London Stock Exchange Group (LSEG). The outlook on all ratings is stable. RATINGS RATIONALE The Ba2 corporate family rating reflects Russell Investment's leading position in the large and growing outsourced chief investment officer market segment and its established position as a multi-asset solutions provider for institutional and retail clients. The rating is also supported by solid cash flow generation driven by consistently high asset retention rates and the company's broad geographic footprint. While industry fundamentals point to favorable growth dynamics from increasing investment outsourcing, we believe Russell Investment's growth trajectory may continue to be challenged by the increasingly competitive dynamics in the OCIO market. These challenges have contributed to net outflows in recent years and Moody's expects this headwind may remain over the near to medium term. Moody's believes success for Russell Investments in the OCIO market will be much more dependent on relative investment performance and product innovation now that the uncertainty around its future ownership has been removed. Pro-forma leverage at 5.7x (as calculated by Moody's, including adjustments for operating leases and a $150 million future payment obligation to LSEG ) is in line with our expectations for a leveraged buyout transaction but still introduces high leverage into the capital structure of Russell Investments and reduces the firm's financial flexibility. Moody's expects the company will use free cash flow for reinvestment in the business for growth resulting in modest deleveraging. Required debt amortization is minimal but the senior secured credit facility contains covenants to capture excess cash flow and proceeds from asset sales. Weak profitability, as measured by pre-tax income margins also constrains the rating. The successful implementation of ongoing business efficiency initiatives and incremental benefits from near term savings identified by the private equity sponsors should help offset near-term profit pressures driven by elevated outflows and market volatility and lead to improved profitability over time. Steady improvement in debt reduction and margin expansion will be a principal driving factor behind the potential for future upgrades. The company's ratings and/or outlook could see upward pressure if Russell Investments reduces leverage below 3.0x; improves profitability in part by realizing identified cost savings; or if it recaptures and sustains it leadership position in the growing OCIO market. Conversely, the ratings could face downward pressure if the demand for OCIO services declines or Russell Investments continues to lose OCIO market share. The rating could also be adversely impacted if management fails to achieve anticipated cost savings, which will be evidenced by pre-tax profit margin expansion. These ratings were assigned with a stable outlook: Emerald Acquisition Limited: Corporate family rating: Ba2 Probability of default rating: Ba2-PD Russell Investments US Institutional Holdco, Inc./Russell Investments US Retail Holdco, Inc., as co-borrowers: $650 million senior secured term loan: Ba2 $50 million senior secured revolving credit facility: Ba2 Russell Investments, head quartered in Seattle, WA, is a global asset manager with 21 offices worldwide and $164 billion in assets under management ("AUM"), excluding its overlay, as of Dec. 31, 2015. EMERALD ACQUISITION: S&P Assigns 'BB' ICR, Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issuer credit rating on Emerald Acquisition Ltd. The outlook is stable. S&P also assigned its 'BB' issue-level rating on Russell Investments U.S. Institutional Holdco Inc. and Russell Investments U.S. Retail Holdco Inc. proposed $650 million first-lien term loan B due 2023 and $50 million first-lien revolving credit facility due 2021. Russell Investments U.S. Institutional Holdco Inc. and Russell Investments U.S. Retail Holdco Inc. are two subsidiaries of Emerald, which in turn guarantees the proposed debt issuances. S&P also assigned a recovery rating of '3' to the proposed first-lien term loan and first-lien revolving credit facility. The '3' recovery ratings indicate S&P's expectation for a meaningful (50%-70%, lower half of the range) recovery in the event of payment default. "Our stable rating outlook on Emerald reflects that we anticipate the company will maintain stable AUM while operating with debt to adjusted EBITDA between 4.0x and 5.0x in the next 12 months," said Standard & Poor's credit analyst Brian Estiz. S&P could revise the outlook to negative or even lower the ratings if the company experiences meaningful AUM outflows, if investment performance significantly deteriorates, or if leverage exceeds 5.0x on a sustained basis. An upgrade looks unlikely in the next 12 months. However, S&P could revise the outlook to positive if leverage declines below 4.0x on a consistent basis, performance remains strong, and inflows increase faster than anticipated. FORESIGHT ENERGY: In Talks with Bondholders to Avoid Bankruptcy --------------------------------------------------------------- Jodi Xu Klein, writing for Bloomberg News, reported that U.S. coal miner Foresight Energy LP and a group of bondholders are closing in on a deal in which billionaire founder Chris Cline would inject cash to repay the creditors, according to people with knowledge of the matter. According to the report, the company needs an agreement to help stave off bankruptcy amid the worst coal downturn in decades. Under the deal being discussed, Cline would buy some or all of that debt, said the people, who asked not to be named because the discussions are private, the report related. Cline may also invest capital in Foresight's part-owner Murray Energy Corp., the people said, the report further related. A group of the miner's senior secured debt holders are seeking a consent fee to agree to any terms, the people said, the report added. The latest discussions between Foresight and its bondholders are still evolving and may fail, the people said, the report said. Foresight hired PJT Partners Inc. and Paul Weiss Rifkind Wharton & Garrison as advisers, Bloomberg said, citing the people. The bondholders are being advised by Houlihan Lokey Inc. and Strook Strook & Lavan. Goldman Sachs Group Inc. is advising Murray Energy, Bloomberg added, further citing the people. About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Foresight had $1.83 billion in total assets, $1.81 billion in total liabilities and $18.88 million in total partners' capital. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * The Troubled Company Reporter on March 22, 2016, reported that Standard & Poor's Ratings Services said it lowered its corporate rating on St. Louis-based Foresight Energy L.P. to 'D' from 'CCC-'. As reported by the TCR on March 29, 2016, Moody's Investors Service downgraded all ratings of Foresight Energy, LLC including the corporate family rating to Caa3 from Caa1. FOREST PARK: Court Set to Hear Bid to Assume Management Deal ------------------------------------------------------------ A bankruptcy court is set to hear a motion filed by Vibrant Healthcare Southlake LLC to force Forest Park Medical Center at Southlake LLC to either assume or reject their management agreement. The U.S. Bankruptcy Court for the Northern District of Texas will take up the motion at a hearing on June 13, 2016. Vibrant Healthcare, which manages and operates the company's hospital in Southlake, Texas, had complained it has not received payments for its fees since December 2014. Vibrant Healthcare is owed more than $1.6 million, according to court filings. About Forest Park Medical Center Forest Park Medical Center at Southlake, LLC, owns and operates a 54 private bed state-of-the-art medical facility, including 10 family suites and 6 intensive care beds, located at 421 East Texas 114 Frontage Road, Southlake, Texas, and commonly known as Forest Park Medical Center at Southlake. The Hospital is a licensed, full service, acute-care medical facility with an emergency room, full service imaging and lab, twelve operating rooms and two procedure rooms. The Hospital provides all manner of in-patient and out-patient services and treatments, including primarily elective scheduled out-patient surgery. The Hospital was opened in June of 2013, and since that time has performed over 15,000 surgeries and provided non-surgical procedures, x-rays, lab work, ER, and related services to numerous other patients. Forest Park Medical Center at Southlake, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40273) on Jan. 19, 2016. Charles Nasem, the CEO, signed the petition. Judge Russell F. Nelms has been assigned the case. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Haynes and Boone, LLP, serves as counsel to the Debtor. GAHC3 Southlake TX Hospital LLC is the Debtor's largest unsecured creditor, with more than $11.7 million in claims. A list of the Debtor's 20 largest unsecured creditors is available at http://is.gd/IIdEIF FREESEAS INC: Three Proposals Approved at Meeting of Shareholders ----------------------------------------------------------------- FreeSeas Inc. announced that at the special meeting of the Company's shareholders held on April 8, 2016, the shareholders approved three proposals, as follows: 1) granted discretionary authority to the Company's board of directors to first, (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for- 200 and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholder to receive from the Company's transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-200, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the special meeting; 2) ratified the potential issuance of more than 20% of the Company's issued and outstanding common stock at a price that is less than the greater of book or market value in accordance with (i) a securities purchase agreement between the Company and MTR3S Holding Ltd., dated March 1, 2016; (ii) a debt settlement agreement and release between the Company and Intermodal Shipbrokers Co., dated Jan. 19, 2016; (iii) a securities purchase agreement between the Company and Mordechai Vizel, dated Jan. 19, 2016; (iv) a securities purchase agreement between the Company and Alpha Capital Anstalt, dated Jan. 6, 2016; (v) a debt settlement agreement between the Company and Sichenzia Ross Friedman Ference LLP, dated Oct. 7, 2015; and (vi) a securities purchase agreement between the Company and Service Trading Company, LLC, dated Augu. 20, 2015; and 3) approved the potential issuance of more than 20% of the Company's issued and outstanding common stock at a price that is less than the greater of book or market value in accordance with the following potential future transactions: (i) one or multiple purchase agreements for the sale of common stock or securities convertible into common stock up to $2 million for working capital at a discount to the market price of up to 50%, to be entered into within 180 days of the Special Meeting, (ii) one or multiple debt settlement agreements for the sale of common stock or securities convertible into common stock of up to $6 million for the settlement of trade or bank debt at a discount to the market price of up to 50%, to be entered into within 180 days of the Special Meeting, and (iii) a purchase agreement for the sale of common stock or securities convertible into common stock up to $15 million for asset acquisitions at a discount to the market price of up to 65%, to be entered into within 180 days of the Special Meeting. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of $12.7 million in 2014, a net loss of $48.7 million in 2013 and a net loss of $30.9 million in 2012. As of June 30, 2015, the Company had $41.4 million in total assets, $32.2 million in total liabilities and $9.22 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. Also, the Company has disclosed alternative methods of testing the carrying value of its vessels for purposes of testing for impairment during the year ended Dec. 31, 2014. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. FTE NETWORKS: Posts $526,000 Net Income for Dec. 31 Quarter ----------------------------------------------------------- FTE Networks, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the transition period from Oct. 1, 2015, to Dec. 31, 2015. For the three months ended Dec. 31, 2015, FTE Networks reported net income attributable to common shareholders of $526,281 on $3.07 million of revenues compared to net income attributable to common shareholders of $199,764 on $2.94 million of revenues for the same period in 2014. As of Dec. 31, 2015, the Company had $9.24 million in total assets, $18.75 million in total liabilities, $437,380 in total temporary equity and a $9.94 million total stockholders' deficiency. As of Dec. 31, 2015, the Company had an accumulated deficit of approximately $12.8 million. In addition, the Company has a working capital deficiency of $3.6 million as of Dec. 31, 2015. "Management's plans are to continue to raise additional funds through the sales of debt and equity. "There is no assurance that additional financing will be available when needed or that management will be able to obtain and close financing, including the aforementioned transactions, on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful." A full-text copy of the Form 10-Q is available for free at: http://is.gd/bGVnJw About FTE Networks, Inc. FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FTE Networks reported a net loss attributable to common shareholders of $3.63 million on $14.4 million of revenues for the year ended Sept. 30, 2015, compared to net income of $436,000 on $16.9 million of revenues for the year ended Sept. 30, 2014. FUTUREWORLD CORP: Typenex, et al., Report 9.9% Stake as of April 11 ------------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Typenex Co-Investment, LLC, Red Cliffs Investments, Inc., JFV Holdings, Inc., and John M Fife reported that as of April 11, 2016, they beneficially own 280,428,230 shares of common stock of FutureWorld Corp. representing 9.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/PtvJ1U About Futureworld Corp. Saint Petersburg, Florida-based FutureWorld Corp. (FWDG) is a provider of technologies and solutions to the global cannabis industry. FutureWorld, together with its subsidiaries, is focused on the identification, acquisition, development, and commercialization of cannabis related products and services, like industrial hemp. For the year ended March 31, 2015, the Company reported a net loss of $1.40 million compared to a net loss of $156,319 for the year ended March 31, 2014. As of Dec. 31, 2015, Futureworld had $35.3 million in total assets, $1.68 million in total liabilities and $33.6 million in total stockholders' equity. GENENEWS LTD: OSC Grants Management Cease Trade Order ----------------------------------------------------- GeneNews Limited is providing this bi-weekly default status report in accordance with National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults. On March 29, 2016, the Company disclosed that it had been granted a Management Cease Trade Order by the Ontario Securities Commission. The application for the MCTO was made in respect to the expected late filing of its annual financial statements, management's discussion and analysis, annual information form and the related officer certifications for the financial year ended December 31, 2015 beyond the filing deadline of March 30, 2016. In the application, both James Howard-Tripp, Executive Chairman, and Leslie Auld, Chief Financial Officer, consented to the issuance of the MCTO and both are precluded from trading the Company's common shares until such time as the cease trade order is no longer in effect. The MCTO does not generally affect the ability of shareholders who are not insiders of the Company to trade their securities. The Company is continuing to work with its auditors to complete its audited financial statements and the MD&A for the year ended December 31, 2015, and currently expects completion and filing on or before May 27, 2016. Pursuant to the requirements of section 4.4 of National Policy 12-203 - Alternative Information Guidelines, the Company reports the following: There have been no material changes to the information contained in its March 29, 2016 news release and the Company expects to file the required filings on or before May 27, 2016; however, the Company continues to work with its auditors to remedy the default and complete its Annual Filings; There have been no failures by the Company to fulfill its stated intentions with respect to satisfying the provisions of the alternative reporting guidelines; There has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and There is no other material information respecting the Company's affairs that has not been generally disclosed. Until the Required Filings have been filed, the Company intends to continue to satisfy the provisions of the alternative information guidelines specified in Section 4.4 of NP 12-203 by issuing bi-weekly default status reports in the form of further news releases, which will be filed on SEDAR. About GeneNews GeneNews -- http://www.GeneNews.com-- is focused on developing and commercializing proprietary molecular diagnostic tests for the early detection of diseases and personalized health management, with a primary focus on cancer-related indications. The Company's lead product, ColonSentry(R), is the world's first blood test to assess an individual's current risk for colorectal cancer. GeneNews' common shares trade on the Toronto Stock Exchange under the symbol 'GEN'. GENERAL CABLE: Egan-Jones Cuts FC Senior Unsecured Rating to B -------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by General Cable Corp. to B from B+ on March 24, 2016. EJR also raised the rating on commercial paper issued by the Company to B from C. Based in Highland Heights, Kentucky, General Cable Company manufactures and distributes copper, aluminum, and optical fiber cables, for energy, construction, industrial, specialty and communications sectors. GENESIS HEALTHCARE: S&P Affirms 'BB+' Rating on $295MM Bonds ------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to negative from stable and affirmed its 'BB+' long-term rating on Genesis HealthCare System, Ohio's $295 million series 2013 fixed-rate revenue bonds issued on behalf of Genesis HealthCare System's Obligated Group. "The negative outlook primarily reflects our view of Genesis' operational challenges in fiscal 2015 after essentially a break even performance in fiscal 2014; and unrestricted reserves, while generally stable, that remain under pressure after Genesis' sizable 2013 debt issuance," said Standard & Poor's credit analyst Kevin Holloran. S&P assessed Genesis' enterprise profile as strong, characterized by a solid market position with a comprehensive set of service offerings, although the service area is somewhat limited by its smaller population and economy. Standard & Poor's assessed the financial profile as vulnerable with Genesis' seeing significant operational losses in both fiscal 2013 and again most recently in fiscal 2015. The negative outlook reflects S&P's view of Genesis' return to sizable operating losses, after briefly improving operating income in fiscal 2014 to essentially break even. Genesis' balance sheet provides some limited financial stability, as does its recent track record of physician recruitment, its sustained market share, and broad spectrum of clinical offerings; however Genesis will need to realize operational efficiencies to return to operational stability. A lower rating is possible should Genesis fail to hit its 2016 operational improvement targets such that coverage remains below 2x, or should balance sheet metrics unexpectedly weaken below current levels. The 2013 debt issuance significantly strained key balance sheet and coverage metrics for Genesis for the near term. Despite this strain, this most recent outlook action is based on Genesis' operational struggles seen in two of its last three fiscal years and projected to continue, albeit at an improved level, in fiscal 2016. Given this trajectory, S&P do not anticipate raising the rating during the one-year outlook period. Over a longer time frame, S&P could raise the rating if Genesis successfully realizes all operational efficiencies commensurate with projections, and returns to stronger operations, which should also gradually improve unrestricted reserves. Genesis is now a single inpatient facility (221 beds) located in Zanesville, Ohio (about 55 miles east of Columbus). GOODRICH PETROLEUM: Exchange Offers Fail to Meet Threshold ---------------------------------------------------------- Goodrich Petroleum Corporation announced in a press release final results of its offers to exchange newly issued shares of common stock, par value $0.20 per share, for any and all of its Existing Unsecured Notes and for any and all shares of its Existing Preferred Stock. The Exchange Offers expired at 5:00, New York City time, on April 8, 2016. Because the minimum tender conditions of the Exchange Offers were not met, the Company has not accepted for exchange any of the Existing Unsecured Notes or shares of Existing Preferred Stock validly tendered and not withdrawn prior to the Expiration Date. Also, a quorum was not reached at the Company's special meeting of stockholders on April 8, 2016, with 29,740,123 shares of Common Stock present in person or by proxy at the meeting, representing only 38.75% of the issued and outstanding shares of the Company's Common Stock as of the Feb. 5, 2016, record date. The meeting was not further adjourned. Unsecured Notes Exchange Offer Results American Stock and Transfer & Trust Company, LLC has advised the Company that as of 5:00 p.m., New York City time, on April 8, 2016, approximately 62% of the Existing Unsecured Notes eligible for exchange were tendered, including all convertible notes converted to Common Stock since Dec. 31, 2015, broken out as follows: * $80,308,000 of the 8.875% Senior Notes due 2019 were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 69% of the 2019 Notes offered for exchange; * $103,000 of the 3.25% Convertible Senior Notes due 2026 were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 24% of the 2026 Notes offered for exchange; * $2,812,000 of the 5.00% Convertible Senior Notes due 2029 were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 42% of the 2029 Notes offered for exchange; * $42,788,000 of the 5.00% Convertible Senior Notes due 2032 were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 45% of the 2032 Notes offered for exchange; and * $25,106,000 of the 5.00% Convertible Exchange Senior Notes due 2032 were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 98% of the 2032 Exchange Notes offered for exchange. Preferred Exchange Offer Results The Exchange Agent, has advised the Company that as of 5:00 p.m., New York City time, on April 8, 2016, approximately 43% of shares of Existing Preferred Stock eligible for exchange were tendered, including all convertible preferred stock converted to Common Stock since Dec. 31, 2015, broken out as follows: * 286,075 shares of 5.375% Series B Cumulative Convertible Preferred Stock were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 19% of the Series B Preferred Stock offered for exchange; * 1,107,326 depositary shares each representing 1/1000th of a share of the Company's 10.00% Series C Cumulative Preferred Stock were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 35% of the Series C Preferred Stock offered for exchange; * 1,275,424 depositary shares each representing 1/1000th of a share of the Company's 9.75% Series D Cumulative Preferred Stock were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 34% of the Series D Preferred Stock offered for exchange; and * 2,488,652 depositary shares each representing 1/1000th of a share of the Company's 10.00% Series E Cumulative Convertible Preferred Stock were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 70% of the Series E Preferred Stock offered for exchange. As the Company has previously announced, the Company has elected to exercise its right to a grace period with respect to certain interest payments due March 15, 2016, and April 1, 2016, on the Company's 8.875% Senior Notes due 2019, 8.00% Second Lien Senior Secured Notes due 2018, 8.875% Second Lien Senior Secured Notes due 2018, 5.00% Convertible Senior Notes due 2029, 5.00% Convertible Senior Notes due 2032 and our 5.00% Convertible Exchange Senior Notes due 2032. Such grace periods permit the Company 30 days to make the interest payments before an event of default occurs under the respective indentures governing the notes. A full-text copy of the press release is available for free at: http://is.gd/kmDa4T About Goodrich Goodrich Petroleum Corporation is an independent oil and natural gas company engaged in the exploration, development and production of oil and natural gas on properties primarily in (i) Southwest Mississippi and Southeast Louisiana, which includes the Tuscaloosa Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale, and (iii) South Texas, which includes the Eagle Ford Shale Trend. Goodrich Petroleum reported a net loss of $479.42 million on $77.65 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $353.13 million on $208.55 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Goodrich had $98.97 million in total assets, $507.05 million in total liabilities and a total deficit of $408.08 million. The Company's auditors Ernst & Young LLP, Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has near term liquidity constraints and is not in compliance with their Current Ratio covenant that raise substantial doubt about its ability to continue as a going concern. GOODRICH PETROLEUM: S&P Lowers CCR to 'D' on Ch. 11 Filing ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Goodrich Petroleum Corp. to 'D' from 'SD'. At the same time, S&P lowered its issue-level rating on the company's second-lien debt to 'D' from 'CC'. The recovery rating is '5' on these notes, indicating S&P's expectation of modest (10% to 30%, higher half of the range) recovery. S&P also lowered the issue level rating on the company's 3.25% convertible notes due 2026 and the 5% convertible notes due 2029 to 'D' from 'CC'. The recovery rating on these notes due is '6', indicating S&P's expectation of negligible (0% to 10%) recovery. The 'D' rating reflects S&P's view Goodrich Petroleum's announcement that it has filed for Chapter 11 and will reorganize. HAGGEN HOLDINGS: Wants Authority to Monetize Propco Assets ---------------------------------------------------------- Haggen Holdings, LLC and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware for authorization to take corporate actions with respect to non-debtor subsidiaries, Haggen Property Holdings, LLC ("PropCo Holdings"), Haggen Property South, LLC ("PropCo South"), Haggen Property North, LLC ("PropCo North") and Haggen Property Holdings III, LLC ("HPH III"), to monetize their assets. Haggen Holdings is either the direct or indirect parent to PropCo Holdings and each of the PropCo Entities. Each of the PropCo Entities owns various real estate interests. PropCo Holdings is a direct subsidiary of Haggen Holdings and an intermediate holding entity of PropCo South and PropCo North. PropCo Holdings owns the entire membership of both companies. Haggen Holdings is also the direct parent entity of HPH III. HPH III owns certain real property interests. The Debtors relate that Albertson's LLC has offered to buy certain real estate assets from the PropCo Entities related to the operations of three of their core stores ("ABS/PropCo Transaction"). Specifically, Albertson's has offered to purchase: (i) PropCo North's fee interest in property located at 17520 SR 9 Southeast, Snohomish, WA; (ii) PropCo North's ground lease in property located at 1690 Allen Creek Road, Grants Pass, OR; and (iii) HPH III's ground lease in property located at 8611 Steilacoom Blvd, S.W., Tacoma, WA. In addition to the PropCo Entities' interests in the three properties subject to the ABS/PropCo Transaction, the PropCo Entities own fee interests in another 13 properties and are the ground lessors for an additional 12 properties. The Debtors aver that upon consummation of the Albertson's Transaction, the Debtors will have sold or shut down substantially all of their operating assets. Haggen Holdings has determined that it would be beneficial to monetize the assets of the PropCo Entities including, but not limited to, those real estate interests that are the subject of the ABS/PropCo Transaction, as well as the other 25 interests in real property. The Debtors tell the Court that the PropCo Entities are engaged in a marketing process for the remainder of their assets and have received offers on 12 of the other real property assets ("Properties"). The buyers of each of the Properties desire to close on such transactions as soon as possible. The Debtor's Motion is scheduled for hearing on April 26, 2016 at 10:00 a.m. The deadline for the filing objections to the Debtor's Motion is set on April 15, 2016 at 4:00 p.m. Haggen Holdings, LLC, and its affiliated debtors are represented by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1256 E-mail: mlunn@ycst.com rpoppiti@ycst.com - and - Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Elizabeth Taveras, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Telephone: (212)806-5400 Facsimile: (212)806-6006 E-mail: fmerola@stroock.com sbhattacharyya@stroock.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HARBORVIEW TOWERS COUNCIL: Hires Rees Broome as Special Counsel --------------------------------------------------------------- Council of Unit Owners of the 100 Harborview Drive Condominium seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Rees Broome, PC, as its special counsel, nunc pro tunc to March 9, 2016. HarborView Towers Council requires Rees Broome to assist with the condominium litigation and claims asserted by Penthouse 4C, LLC, Mr. Ancel, Paul Clark and other unit owners, and to continue in assessment collection matters and general condominium assistance for the association. The majority of the work in the Chapter 11 case will be performed by Robert J. Cunningham. Cunningham's practice focuses on complex corporate litigation, condominium association law, construction defect cases, and commercial real estate disputes, and his clients include closely-held business owners, residential and commercial builders, condominium associations, home owners, corporate shareholders, copyright holders, business partners and land owners. Rees Broome will be paid at these hourly rates: Shareholders $330-$475 Associates/Counsel $350 Paraprofessionals $100 Rees Broome will also be reimbursed for reasonable out-of-pocket expenses incurred. In the one-year period prior to the petition date, Rees Broome was paid approximately $138,584.27 for prepetition services and expenses rendered to the Debtor. On the petition date, Rees Broome was owed approximately $80,735.28 by the Debtor. Rees Broome is seeking $25,000 as a retainer for the services to be rendered and expenses to be incurred during the Chapter 11 case. Debtors has been involved in contested mandatory arbitration and litigation matters with Penthouse 4C, LLC and James W. Ancel, Sr. that resulted in judicial confirmation of two arbitration awards against the Debtor in the amounts of $1,252,487 and $1,594,762, respectively, plus a money judgment in the amount of $609,030.02. The arbitration award of $1,252,487 was paid and satisfied by the Debtor in September 2012. In an effort to collect on the most recent money judgment of $609,030.02, Penthouse 4C issued writs of garnishments on the Debtor's bank accounts at Howard Bank and Citizens Bank in January 2016. In February 2016, Penthouse 4C further garnished the Debtor's management company, Barkan Management, LLC. Robert J. Cunningham, lawyer of Rees Broome, PC 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. Rees Broome can be reached at: Robert J. Cunningham, Esq. REES BROOME, PC 7101 Wisconsin Avenue, Suite 1201 Bethesda, MD 20814 Tel: (301) 222-0152 About HarborView Towers Council Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association that maintains and operates The HarborView Towers, a 30-story building with 249 luxury condominium units and a health club, in Baltimore's Inner Harbor, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. Dr. Reuben Mezrich signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. Yumkas, Vidmar, Sweeney & Mulrenin, LLC represents the Debtor as counsel. Judge James F. Schneider is assigned to the case. Creditors have until July 5, 2016, to file their proofs of Claim. HARBORVIEW TOWERS COUNCIL: Howard Bank Wants Adequate Protection ---------------------------------------------------------------- Howard Bank asks the U.S. Bankruptcy Court for the District of Maryland to order debtor Council of Unit Owners of the 100 Harborview Drive Condominium to provide it with adequate protection. Howard Bank relates that the Debtor is indebted to it by virtue of a Renovation Loan, which, as of the Petition date has an outstanding principal balance in the amount of $7,821,824. Howard Bank further relates that the Debtor is also obligated to it under a Letter of Credit Agreement and Letter of Credit Note in the amount of $280,134. As of Petition Date, the Letter of Credit has not been drawn. Howard Bank tells the Court that the Debtor's bankruptcy case was prompted by the garnishment of its bank accounts by Penthouse 4C, LLC ("Penthouse LLC") and James W. Ancel, Sr. ("Ancel," and together with Penthouse LLC, "PH4C") who hold an outstanding judicially-confirmed arbitration award and a separate money judgment against the Debtor. The garnished bank accounts included the Debtor's bank accounts at Howard Bank. The Debtor filed an emergency motion for use of cash collateral, seeking authority to use the funds in the garnished accounts in order to pay operating expenses pursuant to a budget. Howard Bank, the Debtor and PH4C consented to the use of cash collateral in the accounts pursuant to the Interim Cash Collateral Order. The Debtor filed its Utilities Motion, which sought to prohibit utility providers from altering, refusing or discontinuing utility services and to consider utility providers as adequately assured of payment for future utility services. Harbor Bank filed a limited objection to the Utilities Motion, requesting that the Court include Adequate Protection Provisions in the interim and final utilities orders, which provide: (a) The terms and conditions of the Order are subject to any cash collateral orders in effect; and (b) Howard Bank shall not be subject to liability pursuant to Maryland Rule 2-645(j) or otherwise to Penthouse 4C, LLC or James W. Ancel, Sr. for the Debtor's use of funds from bank accounts garnished before the Petition Date, whether the Debtor's use of funds is for payment of utilities or for any other purpose. The Court granted the Debtor's Utilities Motion and included the Adequate Protection Provisions in the interim Utility Order. Howard Bank relates that PH4C filed Penthouse 4C, LLC's Motion to Dismiss Bankruptcy Case for Lack of Authority. Howard Bank further relates that it cannot be determined at this time whether the Motion to Dismiss will be granted and that in the event that it is, or in the event that the parties otherwise find themselves in front of another court, it is critical that Howard Bank be protected from liability as garnishee for the Debtor's use of funds from the accounts that were garnished by PH4C. Howard Bank contends that the Court has observed at the Utilities Hearing that PH4C appears to have changed its position as to whether the Bankruptcy Court has jurisdiction, in connection with PH4C's Motion to Dismiss. "Because of the uncertainty of PH4C's position and the interim nature of the utility Order and the Interim Cash Collateral Order, out of an abundance of caution, Howard Bank files this emergency motion seeking entry of a separate order confirming that Howard Bank will not be subject to liability, as a garnishee, for the Debtor's use of any funds from the garnished accounts," Howard Bank avers. Howard Bank tells the Court that the Renovation Loan is secured by a perfected first priority security interest in all of the Debtor's assets. It further tells the Court that the Debtor's obligations under the Letter of Credit Agreement and the Letter of Credit Note are secured by a Assignment of Deposit Account, granting to Howard Bank a security interest in Certificate of Deposit 717518. Howard Bank is represented by: Michael D. Nord, Esq. Lisa Bittle Tancredi, Esq. GEBHARDT & SMITH LLP One South Street, Suite 2200 Baltimore, MD 21202 Telephone: (410)385-5072 Facsimile: (443)957-1929 E-mail: mnord@gebsmith.com ltancredi@gebsmith.com About Harborview Towers Council Council of Unit Owners of the 100 Harborview Drive Condominium is a condominium association ("Harborview Towers Council") that maintains and operates The HarborView Towers, a 30-story building with 249 luxury condominium units and a health club, in Baltimore's Inner Harbor. The Harborview Towers Council has been involved in contested mandatory arbitration and litigation matters with Penthouse 4C, LLC and James W. Ancel, Sr., that resulted in judicial confirmation of two arbitration awards against the Debtor in the amounts of $1,252,487 and $1,594,762, respectively, plus a money judgment in the amount of $609,030. The arbitration award of $1,252,487 was paid and satisfied by the Debtor in September 2012. The Harborview Towers Council sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. Dr. Reuben Mezrich, the president, signed the petition. Judge James F. Schneider is assigned to the case. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serves as counsel to the Debtor. HARBORVIEW TOWERS COUNCIL: Penthouse 4C Asks for Case Dismissal --------------------------------------------------------------- Penthouse 4C, LLC, asks the U.S. Bankruptcy Court for the District of Maryland to dismiss Council of Unit Owners of the 100 Harborview Drive Condominium's bankruptcy case for lack of authority to file. Penthouse 4C relates that the Debtor's by-laws provide that the Debtor must have the express authority of a majority of Unit Owners in order to file bankruptcy. It alleges that the Debtor did not have the requisite authority of a majority of unit owners to file the Bankruptcy Case. Penthouse 4C further alleges that instead, the Board passed a Resolution of the Board of Directors of the Council of Unit Owners of the 100 Harborview Drive Condominium, which purported to authorize the filing of the bankruptcy case. Penthouse 4C contends that the Chapter 11 petition was filed without authority, and the bankruptcy case must be dismissed as an unauthorized filing. Penthouse 4C, LLC, is represented by: Richard L. Wasserman, Esq. Laura S. Bouyea, Esq. VENABLE LLP 750 East Pratt Street, Suite 900 Baltimore, MD 21202 Telephone: (410)244-7400 Facsimile: (410)244-7742 E-mail: rlwasserman@venable.com lsbouyea@venable.com About Harborview Towers Council Council of Unit Owners of the 100 Harborview Drive Condominium is a condominium association ("Harborview Towers Council") that maintains and operates The HarborView Towers, a 30-story building with 249 luxury condominium units and a health club, in Baltimore's Inner Harbor. The Harborview Towers Council has been involved in contested mandatory arbitration and litigation matters with Penthouse 4C, LLC and James W. Ancel, Sr., that resulted in judicial confirmation of two arbitration awards against the Debtor in the amounts of $1,252,487 and $1,594,762, respectively, plus a money judgment in the amount of $609,030. The arbitration award of $1,252,487 was paid and satisfied by the Debtor in September 2012. The Harborview Towers Council sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. Dr. Reuben Mezrich, the president, signed the petition. Judge James F. Schneider is assigned to the case. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serves as counsel to the Debtor. HARRINGTON MACHINE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Harrington Machine and Tool Company Inc. 1027 Chestnut Street Franklin, PA 16323 Case No.: 16-10340 Chapter 11 Petition Date: April 12, 2016 Court: United States Bankruptcy Court Western District of Pennsylvania (Erie) Judge: Hon. Thomas P. Agresti Debtor's Counsel: Daniel P. Foster, Esq. FOSTER LAW OFFICES PO Box 966 Meadville, PA 16335 Tel: 814.724.1165 Fax: 814.724.1158 E-mail: dan@mrdebtbuster.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas R Harrington, vice president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb16-10340.pdf HATTIESBURG PSD: Moody's Lowers GO Rating to Ba2, Outlook Negative ------------------------------------------------------------------ Moody's Investors Service has downgraded Hattiesburg Public School District's (MS) GO rating to Ba2 from Baa3 and removed the rating from review for possible downgrade started on Feb. 17, 2016, affecting $5.1 million in Moody's rated debt. The outlook is negative. The downgrade is driven by a significant contraction of the financial position over the past year and reflects the district's trend of structural imbalance leading to severe erosion of reserves and liquidity. Further, the rating incorporates a weak socioeconomic profile, elevated pension liability, stable tax base with institutional presence and a low debt burden with rapid amortization. The outlook is negative. Rating Outlook The negative outlook reflects ongoing risks from the district's financial operations given management's inability to raise revenues, the maturity of short term borrowing, and pending board changes. The outlook further incorporates the district's inability to provide a substantive projection for fiscal 2016's financial performance and the continued potential for state conservatorship. Factors that Could Lead to an Upgrade Trend of structurally balanced operations leading to significant improvement of reserves and liquidity Significant improvement of socio-economic profile Factors that Could Lead to a Downgrade Continuation of structural imbalance leading to further erosion of reserves Significant tax base contraction Legal Security The district's rated debt is secured with an unlimited general obligation and full faith and credit pledge. Use of Proceeds Not Applicable Obligor Profile Hattiesburg Public School District is located in southern Mississippi in Forrest County (Aa3) with a portion of the district extending into Lamar County. The district provides K-12 education and reported enrollment of approximately 4,000 students for the fiscal 2015 school year. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. HORSEHEAD HOLDING: DIP Milestone Deadlines Extension Sought ----------------------------------------------------------- The Official Committee of Unsecured Creditors asks the U.S. Bankruptcy Court for the District of Delaware to extend the milestone deadlines established in the Court's Final DIP Financing Order. The Committee contends that following negotiations between the Committee, DIP Lenders, and debtors Horsehead Holding Corp., et al., the parties agreed to extend the DIP Milestone Deadlines by an additional 15 days in the Final DIP Order. The extended DIP Milestone deadlines are as follows: (a) Within 55 days of the Petition Date, March 28, 2016: filing of a plan of reorganization that is acceptable to the Required Lenders and the Ad Hoc Group of Prepetition Senior Secured Noteholders, on the one hand, and the Debtors, on the other hand ("Acceptable Plan") and disclosure statement with respect to the Acceptable Plan; (b) Within 90 days of the Petition Date: obtain court approval of the Disclosure Statement; (c) Within 130 days of the Petition Date: obtain confirmation of the Acceptable Plan; (d) Within 132 days of the Petition Date: obtain entry of Canadian court order recognizing the Acceptable Plan; and (e) Within 145 days from the Petition Date (i.e. June 26, 2016): consummation of the Acceptable Plan. The Official Committee contends that pursuant to the Revised Budget, more than adequate cash availability exists to extend the current DIP Milestones by at least 30 days. The Committee further contends that DIP Milestones currently require a chapter 11 plan effective date of June 26, 2016. It relates that the Revised Budget projects $22 million of availability under the DIP facility plus $3.7 million of cash as of July 2, 2016. "Given the budgeted run rate and anticipated spend, the Debtors should have adequate liquidity to operate for at least an additional thirty (30) days," the Official Committee avers. "Despite the Committee's request for prompt delivery of a business plan and draft chapter 11 plan/plan term sheet from the Debtors and DIP Lenders – including the Committee's expectation based on informal discussions that it would receive a chapter 11 plan proposal from the DIP Lenders by Friday, March 11, 2016 – the Committee first received a copy of the business plan (which apparently was still being reviewed by the DIP Lenders' restructuring advisors) late on March 16, 2016 and met in-person with the Debtors and their advisors on March 17, 2016 to discuss the business plan... However, this business plan remains subject to further review and diligence by the DIP Lenders and the Committee. Accordingly, the business plan is still subject to revision and further negotiation. Once the business plan is refined and finalized based on input from all parties, the Committee expects that plan to serve as the basis for a valuation analysis of the Debtors' assets, which analysis is critical to the negotiation of an acceptable plan including proposed recoveries for unsecured creditors," the Official Committee contends. The Official Committee of Unsecured Creditors is represented by: Sharon L. Levine, Esq. Bruce Buechler, Esq. Philip J. Gross, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Telephone: (973)597-2500 Facsimile: (973)597-6247 E-mail: slevine@lowenstein.com bbuechler@lowenstein.com pgross@lowenstein.com - and - Howard A. Cohen, Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Ste. 1410 Wilmington, DE 19801 Telephone: (302)467-4200 Facsimile: (302)467-4201 E-mail: howard.cohen@dbr.com About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HORSEHEAD HOLDING: Equity Committee Appointment Sought ------------------------------------------------------ Guy Spier, manager of the Aquamarine Fund, and Phil Town, managing partner of Rule One Partners, LLC, ask the U.S. Bankruptcy Court for the District of Delaware, to order the appointment of an Equity Committee. Guy Spier's Pro Se Motion "Justice Sontchi, Horsehead did not file for Chapter 11 protection from its creditors because it was insolvent. Horsehead filed because its bank accounts were frozen pursuant to technical default on a small line of credit. But rather than work with the company to cure that default, the creditors took a course of action which needlessly and precipitously dragged the company into your court and into the expensive and value-destroying process that we now find ourselves," Mr. Spier contends. Mr. Spier tells the Court that the ad hoc group is acting solely to maximize its own return, leaving all the other stakeholders to fight for the scraps. He further tells the Court that if the proceedings were to continue on their current path, through a foreshortened chapter 11 and into a 363 sale, the ad hoc group will likely have gained control of an extraordinarily valuable asset for a fraction of its intrinsic value. Mr. Spier cites the following statements, among others, in support of an Equity Committee: (1) The US Trustee's decision appears to ignore GAAP accounting values. As of the last date of publicly available information Horsehead showed share-holders equity of more than $400 million and assets in excess of $1 billion. As the leading recycler of zinc dust in the United States with a dominant share of Electric Arc Furnace Mills has enormous franchise value which would point to a value will in excess of the book value of the assets. The US Trustee's decision ignores the book value of the assets, and seems to assume that the value of Horsehead inexplicably sunk by more than $400 million over the last 6 months. (2) The US Trustee's decision appears to ignore KPMG's valuation report. KPMG produced a carefully reasoned report showing that the company has a value of more than $1 billion - again showing enormous value in the equity. Yet, the US Trustee's decision seems to ignore the values established by KPMG. (3) Burden of proof. Given the extraordinarily clear and compelling evidence that was given in support of recovery to the equity, the US Trustee appears to completely ignore the evidence, but gives no reasoning of its own. The US Trustee should show reasons why an equity committee should not be formed rather than the other way around. (4) The equity holders are the only party whose interest is all the stakeholders. At best, the company's creditors are only interested in recovering their principal and interest. At worst, the intent of the creditors is to squash down the perceived value of Horsehead so that they can acquire the assets in a 363 sale at as low a price as possible. Phil Town's Pro Se Motion Phil Town contends that Rule One Capital owns over 3 million shares of Horsehead Holding Corp. He further contends that about 170 of his students have individually purchased Horsehead shares and that Rule One Capital and his students together, control over 6 million shares of Horsehead, or about 10% of its equity. "Sir, Horsehead assured equity holders that the company's financial position was strong in its public filings prior to its bankruptcy. It did not notify equity holders that it required additional capital from equity holders at any point before its bankruptcy filing. Equity holders were not given notice by the Company that it required immediate funding or it would be forced into bankruptcy by technically defaulting on a very small line of credit. Without such notice, we did not have the opportunity to capitalize the Company to prevent the technical default - which we would have been able to do - and thus were not able to prevent the Chapter 11 filing. Moreover, the company continued after the filing to represent that all was well and on that basis I purchased more shares for my fund and many of my students did so as well," Mr. Town avers. Mr. Town cites, among others, these reasons for seeking the appointment of an Equity Committee: (1) The equity of the Company is strong. It has a value of over $1 billion and equity of $500 to $600 million. (2) The company is not "hopelessly insolvent". (3) Equity holders have a right to be represented in the reorganization of the Company. (4) The existing equity holders have the capital to recapitalize the business, if given the opportunity. Terence F W Hall, one of Mr. Town's students and owner of 7,000 shares of Zinc, which is held by Horsehead Holding Corp., joins in the motions filed by Mr. Spier and Mr. Town, asking the Court to order the appointment of an Equity Committee. "It seems very strange to me that to the very day that bankruptcy was declared the company management was clearly stating that everything is fine. I do not have any proof but it seems to me that there has been some collusion between management and the company that is rushing the Chapter 11 process. I would be inclined to investigate exactly what the management is invested in," Mr. Hall contends. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HOVNANIAN ENTERPRISES: Egan-Jones Cuts Sr. Unsec. Rating to CCC --------------------------------------------------------------- Egan-Jones Ratings Company lowered the senior unsecured rating on debt issued by Hovnanian Enterprises Inc. to CCC from CCC+ on March 28, 2016. Hovnanian Enterprises, Inc. is a United States real estate company involved in every aspect of marketing homes, including design, construction and sales. IMMUCOR INC: Incurs $8.66 Million Net Loss in Third Quarter ----------------------------------------------------------- Immucor, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.66 million on $88.89 million of net sales for the three months ended Feb. 29, 2016, compared to a net loss of $39.44 million on $95.60 million of net sales for the three months ended Feb. 28, 2015. For the nine months ended Feb. 29, 2016, Immucor reported a net loss of $27.67 million on $281.85 million of net sales compared to a net loss of $53.99 million on $294.32 million of net sales for the nine months ended Feb. 28, 2015. As of Feb. 29, 2016, Immucor had $1.69 billion in total assets, $1.34 billion in total liabilities and $356.62 million in total equity. A full-text copy of the Form 10-Q is available free of charge at: http://is.gd/BYAn7e About Immucor Founded in 1982, Immucor, Inc., a Georgia corporation, is a worldwide leader in the transfusion and transplantation in vitro diagnostics markets. The Company's products perform typing and screening of blood and organs to ensure donor-recipient compatibility. The Company's offerings are targeted at hospitals, donor centers and reference laboratories around the world. Immucor, Inc. reported a net loss of $60.72 million for the year ended May 31, 2015, a net loss of $182.25 million for the year ended May 31, 2014, and a net loss of $39.14 million for the year ended May 31, 2013. INNOVATION VENTURES: S&P Raises CCR to 'B' on Debt Repayment ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Farmington Hills, Mich.-based Innovation Ventures LLC to 'B' from 'B-'. The outlook is stable. S&P also raised the rating on Innovation's senior secured notes due 2019 to 'B+' from 'B-'. S&P is revising the recovery rating to '2' from '3', indicating the prospect of substantial recovery (70% to 90%, in the lower half of the range) in the event of a payment default. "The upgrade reflects Innovation's payment of $45 million of par value on the senior notes in late 2015, which supports stronger credit metrics than we anticipated in our prior forecast," said Standard & Poor's credit analyst Stephanie Harter. "We also believe that the company will continue to spend on advertising and promotion of its products, but not at the same levels as in prior years, particularly in 2014. This should result in sustained strong credit measures and improved profitability." The outlook is stable. It is S&P's view that the company's business has stabilized from a profit standpoint, and should be able to generate sufficient free cash flow to fund operations and pay distributions to owners while maintaining credit metrics near current levels, including leverage in the 1.5x to 2.0x range. S&P believes there is still potential downside risk related to unfavorable regulatory, legal, or regulatory scrutiny and unfavorable media coverage of the 5-hour Energy product. S&P could lower the ratings if significant negative developments harm consumer perception of 5-hour Energy and cause meaningful sales declines, or if competition intensifies, causing Innovation to lose market share. S&P could also lower the rating if it projects leverage to be sustained above 3x, which could occur if sales fall dramatically, resulting in over a 55% EBITDA decline; or if a leveraged dividend of about $500 million were made, assuming current debt levels. S&P believes a higher rating is unlikely without a more favorable assessment of the company's management and governance. This could occur if Innovation establishes an independent board and a formal dividend payout policy. INTERNATIONAL BRIDGE: Seeks June 30 Plan Exclusivity Extension -------------------------------------------------------------- International Bridge Corporation asks the U.S. Bankruptcy Court for the District of Kansas, to extend its exclusive period to file its disclosure statement and plan of reorganization to June 30, 2016 and the time during which it may solicit acceptance of its Plan of Reorganization to Aug. 29, 2016. "Prior to the Filing Date, the Debtor was involved in the submission of claims submitted to the United States Department of Navy pursuant to Contract Disputes Act under Contract Number N62742-08-C-1301 FY08 MCON P-502 ("CDA Claims"), stemming from disputes regarding work performed on the Kilo Wharf Extension for the Department of the Navy at the Commander Naval Regional Marianas, Main Base, Guam ("Wharf Project")... The CDA Claims are pending before a Navy Contracting Officer for decision, and a decision is central to the instant bankruptcy case. However, a decision will not be made in time for Debtor to file its Chapter 11 Bankruptcy Plan by the April 1, 2016 deadline. Counsel for the Debtor has confirmed that the decision on the CDA Claims has been pushed back to June of 2016," the Debtor relates. United States Trustee, Samuel K. Crocker responded to the Debtor's Motion, contending that while he does not object to the motion to extend the exclusivity period to June 30, 2016, the Debtor must, as soon as practicable, file a plan. International Bridge Corporation is represented by: Wesley F. Smith, Esq. STEVENS & BRAND, LLP 900 Massachusetts, Suite 500 P.O. Box 189 Lawrence, KS 66044 Telephone: (785)843-0811 Facsimile: (785)843-0341 E-mail: Wsmith@StevensBrand.com Samuel K. Crocker, United States Trustee, is represented by: Richard A. Wieland, Esq. 301 North Main, Suite 1150 Wichita, KS 67202 Telephone: (316)269-6214 Facsimile: (316)269-6182 E-mail: Richard.Wieland@usdoj.gov About International Bridge Corporation International Bridge Corporation, a contractor for government projects in the South Pacific and Guam, sought Chapter 11 protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May 7, 2015. Robert Toelkes, the sole shareholder and manager, signed the petition. The Debtor disclosed total assets of $17.4 million and total debt of $27.4 million. The case is assigned to Judge Robert D. Berger. The Debtor tapped Stevens & Brand, LLP, as its counsel. Foulston Siefkin, LLP, serves as the Debtor's special litigation counsel. Robert G. Nath, PLLC, represents the Debtor as special tax counsel. INTERPARK INVESTORS: Court Issues Final Cash Collateral Order ------------------------------------------------------------- Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, issued her Final Order authorizing Interpark Investors, LLC, to use the cash collateral of Athene Annuity and Life Company, f/k/a Aviva Life and Annuity Company. The Final Order also granted Athene Annuity adequate protection. Judge Doyle authorized the Debtor to use cash collateral to pay only: (i) Those expenses set forth in the Budget, in the amounts set forth therein plus 15% variance for any individual expense contained in the Budget, not to exceed a total variance of 10% of the total operating expenses for the Budget Period, and (ii) Any other expenses approved by the Court. Athene Annuity was granted adequate protection in the form of valid, enforceable, non-avoidable, and fully perfected replacement liens of the highest available priority upon (i) any property that the Debtor acquires after the Petition Date including, without limitation, any rents, profits and cash generated by the Debtor's prepetition and postpetition operations, but excluding any avoidance actions under chapter 5 of the Bankruptcy Code, and (ii) any proceeds generated from such property. The Adequate Protection Liens will: (i) Attach to the same extent and with the same validity and priority as the Lender's existing interests in the Prepetition Collateral; (ii) Be limited to the extent of the aggregate diminution subsequent to the Petition Date in the value of the Lender's existing interests in the Prepetition Collateral, whether by depreciation, use, sale, loss or otherwise; and (iii) Be subject only to prior perfected and unavoidable liens in property of the Debtor's estate as of the Petition Date. The Debtor's authority to use Cash Collateral will terminate on the earlier of: (a) the occurrence of any Event of Default that remains uncured or unwaived; or (b) the expiration of the Budget Period. A full-text copy of the Final Order, dated March 17, 2016, is available at http://is.gd/FYc5L8 About Interpark Investors Interpark Investors, LLC, is an Illinois limited liability company that owns and operates two real estate parcels commonly known as (i) 8601-8623 West Bryn Mawr Avenue, Chicago, IL (the "Bryn Mawr Property") and (ii) 8600-8622 West Catalpa Avenue, Chicago, IL (the "Catalpa Property"). Though the Company acquired the Properties as a single Class B multitenant office development consisting of 12 single-story buildings and known as Interpark Corporate Center, the Company has since divided the two Properties into two separate projects. The Company continues to operate the Catalpa Property, which is the southern parcel, as an office park with several commercial tenants. However, prior to the Petition Date, the Company terminated the office rental operations at the Bryn Mawr Property, which is the northern parcel, and slated it for demolition and redevelopment as a seven-story, 394-unit residential apartment complex with 9,500 square feet of retail space. Shortly before the Petition Date, the Company engaged CBRE, Inc. to sell the Bryn Mawr Property. The Company intends to use the proceeds generated from the sale of the Bryn Mawr Property to pay down secured debt. The Company intends to retain the Catalpa Property. Based on the most recent appraisal conducted on the Properties, plus recent broker opinions of value, the Debtor asserts that the collective value of the Properties exceeds $23 million. CBRE has estimated that the value of the Bryn Mawr Property alone exceeds $17 million. Interpark Investors, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill., Case No. 16-04404) on Feb. 12, 2016. The case is assigned to Judge Carol A. Doyle. The Debtor's counsel is Peter J Roberts, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The petition was signed by John J Fitzmaurice, manager of Interpark Manager, LLC, the Debtor's manager. KLD ENERGY: Seeks Approval of $2.5-Mil. DIP Loan ------------------------------------------------ KLD Energy Technologies, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authorization to incur postpetition secured, superpriority indebtedness from Adams DIP Finance Group, LLC, to the extent necessary to cover any cash expenditures during the pendency of the case. The Debtor is requesting approval of a $2,500,000 debtor-in-possession financing loan ("DIP Loan"), with a requested interim distribution of $475,000 pending final approval of the DIP Loan. The major terms of the DIP Loan are as follows: (a) DIP Lender: Adams DIP Finance Group, LLC (b) DIP Loan: Up to a total amount of $2,500,000. (c) Initial Advance: Up to $475,000 to be used for operations during the first 15-day interim period. (d) Subsequent Advances: Up to a total of $2.5 million if funds raised by DIP Lender conditioned upon investment into DIP Lender by exiting KLD investors and non-KLD investors. (e) Conditions to Subsequent Advances: Agreed Budget; satisfactory progress towards Plan of Reorganization according to time line set forth in Term Sheet. (f) Maturity Date: Aug. 8, 2016, at which time the Debtor shall repay any outstanding advances under the DIP Loan or convert such advances into Series D Preferred Stock at the sole discretion of the DIP Lender through a confirmed plan of reorganization, as set forth in the Term Sheet. (g) Interest Rate: 10% per annum (h) DIP Collateral: DIP Lender will receive a fully perfect first priority security interest in and to all pre-petition and post-petition assets and properties of the Debtor and a super-priority administrative expense claim subject to the carve-out provisions in the Term Sheet. The Debtor contends that its requested usage of DIP Loan will be limited to: (i) expenditures for general working capital purposes in the ordinary course of business; (ii) expenditures specifically approved by the Court, and (iii) expenditures associated with the Debtor's bankruptcy case. The Debtor further contends that all such cash usage will be subject to, and in accordance with, the terms of the weekly cash flow budget prepared by the Debtor, in a form and substance acceptable to the DIP Lender. Jared Slosberg's Objection Jared Slosberg, a secured creditor and party-in-interest, relates that he holds claims in the approximate principal amount of $2,450,450, with a perfected lien upon all of the assets of the Debtor. Mr. Slosberg cites these grounds in his objection to the Debtor's Motion: (1) The Debtor seeks to provide the DIP Lender with a priming, first-priority lien upon all of the assets of the Debtor. The Debtor cannot meet the requirements of 11 U.S.C. Section 364(d) and this relief is not appropriate under the circumstances on an interim basis. (2) The amount of the DIP Loan is illusory -- in fact, the evidence will demonstrate that the DIP Lender does not have committed funds available in the amount of $2.5 million. (3) The Debtor seeks to roll-up or cross-collateralize approximately $405,000 in unsecured, prepetition advances by the DIP Lender into the DIP Loan -- transforming prepetition unsecured debt into senior secured debt with super-priority administrative claim status. (4) The Debtor includes unnecessary and inappropriate expenses within its interim budget -- items that should, at a minimum, await a final hearing. (5) The deal documents attached to the DIP Financing Motion have surprising and non-standard terms that are undisclosed in the DIP Financing Motion itself. Carol A. Barry's Limited Objection Carol A. Barry, shareholder and party in interest, contends that the relief sought by the Debtor's Motion will prejudice the ability of parties in interest to protect their interests in and potential claims against the Debtor. Ms. Barry avers that the Debtor has not provided sufficient information to the Court, creditors, shareholders or other parties in interest that justify the extraordinary and immediate relief the Debtor seeks. She further avers that the Debtor has not provided any reliable information on which parties in interest can determine the extent to which they will be prejudiced by the DIP Loan. * * * KLD Energy Technologies is represented by: Lynn Hamilton Butler, Esq. HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Telephone: (512)472-5456 Facsimile: (512)479-1101 E-mail: Lynn.butler@huschblackwell.com Jared Slosberg is represented by: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 1602 E. Cesar Chavez Street Austin, TX 78702 Telephone: (512)627-3512 Facsimile: (512)597-0767 E-mail: kell.mercer@mercer-law-pc.com Carol A. Barry is represented by: Ann B. Brogan, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN, P.C. Towne Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Telephone: (757)333-4500 Facsimile: (757)333-4501 E-mail: abrogan@clrbfirm.com About KLD Energy KLD Energy Technologies, Inc., which engages in the engineering, development, and manufacturing of electric drive systems, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-10345) in Austin, Texas, on March 25, 2016. The case judge is Hon. Christopher H. Mott. The Debtor tapped Lynn H. Butler, Esq., at Husch Blackwell LLP as counsel. The Debtor estimated assets and debt of $10 million to $50 million. LAND O'LAKES: Fitch Hikes Preferred Stock Rating to 'BB' -------------------------------------------------------- Fitch Ratings has affirmed Land O' Lakes, Inc.'s (LOL) Long-term Issuer Default Rating (IDR) and unsecured debt ratings at 'BBB-'. Fitch has upgraded LOL's preferred stock rating to 'BB' from 'BB-' and the junior subordinated capital securities to 'BB+' from 'BB'. Additionally, LOL increased its preferred stock by $115 million to $315 million. The Rating Outlook is Stable. The preferred stock ranks junior to the senior debt and capital securities. Fitch grants 50% equity credit to LOL's preferred shares after considering the junior ranking, perpetuity, the option to defer dividends, and the cumulative coupon deferral. On or after July 16, 2025, the preferred stock will be redeemable at the option of the company. Proceeds from the offering will be used to refinance certain existing debt, to provide general working capital, or for other general corporate purposes. KEY RATING DRIVERS Significant Scale, Strong Brands: LOL's ratings reflect the significant scale as the second largest U.S. agricultural cooperative (co-op) that has expanded through mergers, acquisitions and joint ventures with sales of approximately $13 billion in 2015. The co-op's long history since 1921, long-term relationships with its grower/owners, as well as strong brands including Land O' Lakes, Purina Animal Nutrition and WinField Solutions, support the ratings. Dairy members supply LOL's Dairy segment with milk, cream, cheese and butter. Ag members purchase agricultural products, primarily feed, seed and crop protection products. Diversified Operations: LOL's operations are more diversified versus its agricultural peers. The recent United Suppliers Inc. (United) transaction, which generated $2.6 billion in revenues in 2014, is a two-step merger process that has increased LOL's scale and exposure to the more profitable Crop Inputs segment. After merging United's seed and crop protection business in October 2015, the second phase merges United's remaining crop nutrient operations and is expected to complete in October 2017. For 2015, Dairy Foods, Feed, and Crop Inputs accounted for 26%, 26% and 42% of EBITDA respectively. Fitch expects once United's crop nutrients business is merged, the Crop Inputs segment should generate close to 60% of LOL's overall EBITDA. Low Margins: LOL's competitive market positioning is balanced against its exposure to volatile commodity products with low single digit EBITDA margins. EBITDA margins were 3.8% in 2015 compared to 3% in 2014 driven by margin increases in the Dairy and Feed segments. Fitch's forecast has margins remaining relatively stable in 2016 given the likely required investments to defend LOL's market share. Consequently, Fitch expects the majority of synergy benefits from the United merger of approximately $50 million in the first year will be reinvested into the business. Some margin upside exists depending on the extent LOL can leverage margin management initiatives and favorable product mix in Dairy to mitigate expected margin pressure in Feed. Retained Earnings, Board Policies Provide Flexibility: Co-ops generally distribute the majority of their earnings back to members which can constrain financial flexibility resulting in low free cash flow (FCF) generation. LOL's board has a current cash target for distribution of 60% of prior year's net earnings with the remainder retained by the company as either permanent or member equity. LOL retains permanent equity through both its non-member business earnings and LOL's by-laws that allow the company to retain up to 25% of earnings from its member business. The current holdback percentage for the dairy business is 10% and the Agriculture business is 25%. In 2017, the holdback percentage for the Agriculture business is being lowered to 10%. The holdback percentage and cash target for distribution is subject to annual board review. "Consequently, Fitch believes these sources of permanent retained earnings and the current 60% cash distribution of prior year's earnings provide sufficient flexibility to maintain adequate capital to finance its business. Fitch treats the cash patronage pay-outs as dividends and our forecast expects the cash patronage pay-outs will continue at 60% of prior year's net income. As part of LOL's merger with United, LOL transitioned from its current Agriculture member equity program to a new three-tiered base capital plan to better align the Ag Services cash patronage payments between the two co-ops. However, the increase in the Ag Services cash patronage payment does not affect the overall cash paid out to co-op members due to the 60% cash cap of prior year's net income." Credit Enhancements: LOL's debt agreements contain credit enhancing restrictions that subordinate the majority of patronage payments to debt payments with an allowed 20% cash patronage distribution to preserve the co-op's tax status. LOL's effective income tax rate is substantially lower than the statutory federal and state income tax rates as a result of the tax deductibility of qualified patronage distributions made from net income. Credit Metrics Stable: For 2015, LOL's leverage (total debt to EBITDA) was 2.5x, total adjusted debt to EBITDAR was 3.5x and operating EBITDA/gross interest expense was 9.0x. Fitch expects total debt/EBITDA will be approximately flat to down slightly in 2016 assuming the majority of LOL's $155 million notes maturity at the end of 2016 is effectively refinanced. LOL's rent expense is significant at approximately $110 million annually, but more than 40% is comprised of inventory storage fees for its dairy and crop inputs business that are very short-term and cancellable at any time. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for LOL include: -- Approximately 7% increase in sales in 2016 driven mainly by increased revenue related to United and an approximate mid- single digit increase in the feed segment offset by high- single digit declines in the dairy segment due to lower prices. In 2017, revenue growth is expected in the high single digits driven by organic growth, commodity price increases and the second phase closure of the United merger. -- Margins remain relatively stable in 2016 given the likely required investments to defend LOL's market share. Consequently, Fitch expects the majority of synergy benefits from the United merger of approximately $50 million in the first year will be reinvested into the business. Fitch expects margins will remain stable in 2017. -- Over Fitch's forecast period, cash pay-out to members remains at the targeted 60% of prior year net income with FCF of approximately $150 million in 2016 and a FCF margin in the range of 1% of sales driven by working capital benefits from inventories and improved efficiencies from the United merger. In 2017, Fitch expects FCF will be close to $100 million depending on additional working capital benefits. -- Total debt/EBITDA approximately flat to down slightly in 2016 assuming the majority of LOL's $155 million notes maturity at the end of 2016 is effectively refinanced. Leverage in 2017 is expected to decrease modestly driven primarily by increased EBITDA.” RATING SENSITIVITIES Negative: Future developments that may, individually or collectively, lead to a negative action include: -- Sustained weakness or operating profit decline in at least one of LOL's key business segments; -- Leverage (total debt to EBITDA) moving toward 3x; -- FCF (cash flow from operations less capex and dividends) after patronage dividends remains negative for multiple years; -- A Board commitment to a higher cash patronage payout that creates a sustained FCF deficit. Positive: Fitch does not expect a positive rating action in the near term due to the low growth and low margin structure of its business segments. However, future developments that may, individually or collectively, lead to a positive action include: -- LOL diversifies its portfolio towards higher growth and higher margin categories; -- Leverage is sustained below 2x; -- LOL consistently generates positive FCF. LIQUIDITY LOL's liquidity is ample at approximately $1.5 billion as of Dec. 31, 2015. Liquidity includes $341 million cash and cash equivalents, which varies seasonally, $550 million available on its $575 million senior unsecured revolver and full availability on its $700 million receivables facility. Seasonal working capital needs are highest during the first and third quarters and trough to peak liquidity varies by approximately $900 million. Fitch forecasts FCF of approximately $150 million for 2016 driven by working capital benefits from inventories and improved efficiencies from the United merger. Historically, annual FCF margins ranged between +1% to -1%. LOL's capital structure consists of a $575 million unsecured credit facility due March 2020, $150 million senior unsecured term loan due August 2021, $325 million in 6.24%-6.77% senior unsecured private placement notes due 2016 through 2021 including $155 million due in December 2016, $300 million 6.00% unsecured notes due August 2022 and a $700 million receivables securitization facility due March 2020. There are also $200 million junior subordinated capital securities due in March 2028 at Land O' Lakes Capital Trust I and $315 million of preferred stock (including the newly issued $115 million) at LOL. In October 2015, LOL requested and was granted a release of security of substantially all of the material assets of LOL and its wholly owned domestic subsidiaries for the revolving credit facility, term loans and private placement notes. The release of security is conditional based on maintaining investment grade ratings from two nationally recognized rating agencies. The release of collateral was a factor in the rating upgrade for the junior debt. FULL LIST OF RATING ACTIONS Fitch affirms the ratings for LOL and its subsidiary, Land O'Lakes Capital Trust as follows: LOL -- Long-term Issuer Default Rating (IDR) at 'BBB-'; -- Senior unsecured credit facility at 'BBB-'; -- Senior unsecured term loan at 'BBB-'; -- Senior unsecured private placement notes at 'BBB-'; -- Senior unsecured notes at 'BBB-'. Fitch upgrades the ratings for LOL and its subsidiary, Land O'Lakes Capital Trust as follows: LOL -- Preferred stock to 'BB' from 'BB-'. Land O' Lakes Capital Trust I -- Junior subordinated capital securities to 'BB+' from 'BB'. Fitch withdraws the following ratings at Land O Lakes Capital Trust I: Land O' Lakes Capital Trust I -- Long-term Issuer Default Rating (IDR) 'BBB-'. The Rating Outlook is Stable. LIFE CARE: Asks Court to Authorize Cash Collateral Use ------------------------------------------------------ Life Care St. Johns, Inc., seeks authority from the Bankruptcy Court to use cash collateral to pay postpetition expenses and to administer its Chapter 11 case. UMB Bank, National Association, in its capacity as indenture trustee and and U.S. Bank National Association, in its capacity as trustee under a Refund Queue Claim Holders' Distribution Trust agreement dated as of April 1, 2014, are the parties with interests in the Debtor's cash collateral. According to Richard R. Thames, Esq., at Thames Markey & Heekin, P.A., counsel for the Debtor, the Cash Collateral is the primary source of funds available to the Debtor, without which the Debtor would suffer irreparable and immediate harm. The Debtor's Plan of Reorganization filed Nov. 27, 2013, and confirmed Feb. 28, 2014, contemplated a restructuring of its indebtedness through: (i) the exchange of the 2006 Bonds for new Health Care Refunding Revenue Bonds, Series 2014A and Subordinate Health Care Refunding Revenue Bonds, Series 2014B; (ii) formation of Refund Queue Claim Holders' Distribution Trust for the benefit of prepetition Entrance Fee refund claimants and issuance of promissory notes in favor of the Refund Queue Claim Holders' Distribution Trust; and (iii) establishment of a "Distribution Waterfall" governing the use and expenditure of operating and other post-confirmation income. In accordance with the Plan, St. Johns County Industrial Development Authority (the "Issuer") issued the (a) Series 2014A Bonds in the amount of $41,711,250 and (b) the Series 2014B Bonds in the amount of $15,434,643 upon the terms and for the purposes set for in a Bond Trust Indenture, dated as of April 1, 2014, by and between the Issuer and UMB Bank, National Association, in its capacity as indenture trustee (the "Bond Trustee"). As of the Petition Date, the amounts due and owing by the Debtor with respect to the Bonds are as follows: a. With respect to the Series 2014A Bonds: (1) unpaid principal in the amount of $41,711,250; and (2) accrued but unpaid interest in the amount of $622,772 as of April 11, 2016, which interest continues to accrue at a per diem rate of $6,227; b. With respect to the Series 2014B Bonds: (1) unpaid principal in the amount of $16,104,149; and (2) accrued but unpaid interest in the amount of $111,834 as of April 11, 2016, which interest continues to accrue at a per diem rate of $1,118; and c. Unliquidated, accrued and unpaid fees and expenses of the Bond Trustee and its professionals incurred through the Petition Date with the Bonds. In accordance with the Plan, the Debtor executed and delivered to U.S. Bank National Assocition, in its capacity as trustee under a Refund Queue Claim Holders' Distribution Trust agreement dated as of April 1, 2014, by and among the Refund Queue Trustee, the Committee of Beneficial Interest Holders appointed pursuant to the Plan and the Debtor, the following documents: (a) the Refund Queue Holder A Note in the original principal amount of $4,700,378; (b) the Refund Queue Holder B Note in the original principal amount of $3,133,588; and (c) certain mortgages and security interests. As of the Petition Date, the amounts due and owing by the Debtor with respect to the Refund Queue Notes are as follows: a. With respect to the Refund Queue Holder A Note: (1) unpaid principal in the amount of $3,911,086; and (2) accrued but unpaid interest in the amount of $718,424 as of April 11, 2016, which interest continues to accrue at a per diem rate of $1,282; b. With respect to the Refund Queue Holder B Note: (1) unpaid principal in the amount of $3,133,585; and (2) accrued but unpaid interest in the amount of $159,030 as of April 11, 2016, which interest continues to accrue at a per diem rate of $224; and c. unliquidated, accrued and unpaid fees and expenses of the Refund Queue Trustee and its professionals incurred through the Petition Date in connection with the Refund Queue Notes. As adequate protection, the Bond Trustee and the Refund Queue Trustee will continue to have a valid, perfected and enforceable continuing replacement lien and security interest in all of the assets of the Debtor. As further adequate protection against diminution, the Debtor agrees to comply with the following bankruptcy transaction milestones: (i) on the Petition Date, the Debtor shall file (1) a motion that seeks entry of an order approving, among other things, (A) the Debtor's request to sell, transfer and assign, as applicable, the Facility and substantially all assets relating to the operation of the Facility, pursuant to an asset purchase agreement with a stalking horse purchaser; and (B) approval of bidding procedures related to the Proposed Sale, which will be acceptable to the Bond Trustee and the majority of the holders of the Bonds; (2) a motion that seeks entry of an order approving, among other things, (A) the Debtor's request to sell the Miscellaneous Real Estate, pursuant to an asset purchase agreement with a stalking horse purchaser; and (B) approval of bidding procedures related to the Proposed Real Estate Sale; (ii) on or before the date that is three days after the Petition Date, the Debtor shall file a Chapter 11 plan and accompanying disclosure statement, which will be acceptable to the Bond Trustee and the majority of the holders of the Bonds; (iii) on or before the date that is four days after the Petition Date, the Court shall have entered an order approving the Bidding Procedures; (iv) on or before the date that is 45 days after the Petition Date, the Court shall have entered an order approving the Disclosure Statement as providing adequate information; (v) on or before June 1, 2016, any counter bids for the Assets and the Miscellaneous Real Estate shall be due; (vi) on or before June 3, 2016, auctions fo the Assets and the Miscellaneous Real Estate shall be held; (vii) on or before the date that is 60 days after the Petition Date, the Court shall have entered orders approving the Proposed Dale and the Proposed Real Estate Sale; (viii) on or before the date that is 45 days after the Court enters the Disclosure Statement Order, the Court shall have entered an order confirming the Consensual Plan; and (ix) on or before the date that is 60 days after the date the Court enters the Sale Order and the Real Estate Sale Order, the Proposed Sale and the Proposed Real Estate Sale shall have been consummated. About Life Care St. Johns Life Care St. Johns, Inc., doing business as Glenmoor, is a not-for-profit organization that owns and operates a continuing care retirement community in St. Johns County, Florida. The company received its certificate of occupancy in 1999 and began operations in October of 2001. As a CCRC, Glenmoor provides "lifecare services" to its residents, each of whom reside in a residential unit. The "lifecare" concept recognizes that the healthcare and residency needs of elderly residents vary along a continuum beginning with independent living and in many cases ending with a need for full-time nursing care. The Glenmoor community thus includes independent residential units, an assisted living center, and a healthcare center for residents requiring round the clock nursing care. As disclosed in documents filed with the Court, Residency at Glenmoor is provided pursuant to "Residence and Care Contracts" which require prospective residents to pay an "Entrance Fee" and a "Monthly Service Fee." The Entrance Fee is a lump sum, one-time payment based on the type of Residential Unit occupied by the resident, and obligates Glenmoor to provide care to the resident so long as he or she remains a resident and pays the Monthly Service Fee. Depending upon the type of contract selected, the Entrance Fee may or may not be refundable. For residents with refundable Entrance Fee contracts, the refund is to be paid from the proceeds of the next Entrance Fee received by Glenmoor. According to Court filings, the economic recession which began in late 2007 had a dramatic impact on Glenmoor, with fewer residents being able to afford the required Entrance Fees as their home equity and investments portfolios shrank in value. With fewer new residents entering the community than were moving out, significant Entrance Fee refund liabilities began to accumulate, rising to almost $8 million at their peak. The decreasing revenues eventually led to payment and other defaults under the $59 million in Revenue Bonds issued in 2006 to support Glenmoor and refinance an earlier bond issue. On July 3, 2013, Glenmoor filed its initial Chapter 11 case in the U.S. Bankruptcy Court for the Middle District of Florida amid defaults under the Debtor's 2006 Bonds and threats of enforcement action by the Florida's Office of Insurance Regulation, the government entity that governs the licensing and operations of continuing care retirement community in Florida. A consensual Plan of Reorganization was filed Nov. 27, 2013. Glenmoor's Plan of Reorganization was confirmed by the Court on Feb. 28, 2014. The Final Decree was entered on April 6, 2016. Glenmoor filed its second voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.: 16-01347) on April 11, 2016. The Debtor has engaged Thames Markey & Heekin, P.A., as bankruptcy counsel; Walchle Investment Group, Inc. as sale broker; Cassidy Turley Commercial Real Estate Services, Inc., as investment banker; Greystone Development Company II, LP, as operations consultant; Eddie Williams, III, Esq., as regulatory compliance counsel; Moore Stephens Lovelace, CPA, as accountant; Globic Advisors, Inc., as plan solicitation and tabulation agent; and American Legal Claim Services, LLC as claims and noticing agent. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. The case is pending before the Honorable Jerry A. Funk. LIFE CARE: Seeks Court Approval of Bidding Procedures ----------------------------------------------------- Life Care St. Johns, Inc., doing business as Glenmoor, seeks the Bankruptcy Court's to authority to sell its continuing care retirement community in St. Augustine, Florida, to LCS Glenmoor, LLC, as stalking horse bidder, for $24,450,000, or to other prospective purchaser who may submit a higher and better offer for Glenmoor's assets at a court supervised auction. The 11 acre undeveloped parcel adjacent to the operational facilities is not included in the Sale. To ensure that the sale process is open, fair and efficient, Glenmoor also seeks the entry of an order scheduling an auction of the Debtor's assets, approving bid procedures to be utilized in connection therewith, and providing certain bid protections to the Stalking Horse Bidder, including a break-up fee of $700,000 and an expense reimbursement of up to $150,000. On March 21, 2016, Glenmoor entered into a Stalking Horse APA with LCS which contemplates the assumption of all active Residence and Care Contracts and all Entrance Fee refund liabilities arising after Feb. 28, 2014, and payment of all trade debt owed by Glenmoor on the date of sale --including prepetition trade debt, up to a cap of $150,000. As an inducement for the Seller to enter into the Stalking Horse APA, the Buyer has deposited $1,375,000 with TD Bank, N.A. pursuant to an escrow agreement entered into between Buyer and Seller. The Deposit will be nonrefundable. Closing of the sale is expected to occur within 60 days after entry of the Sale Order. The Proposed Bid Procedures In order to ensure that the Stalking Horse APA is in fact the highest and best offer, Glenmoor has determined that the sale to LCS should be subjected to competitive bidding on terms and procedures established by the Court. Any entity (other than LCS) interested in the Purchased Assets must deliver an executed confidentiality agreement reasonably acceptable to Glenmoor and containing terms in the aggregate no less favorable to Glenmoor in any material respect than those contained in the confidentiality agreement by and between LCS and Glenmoor. After Glenmoor's receipt of an executed Confidentiality Agreement, Glenmoor will provide each Potential Bidder reasonable due diligence information, as requested, as soon as reasonably practicable after such request. The due diligence period will end on May 30, 2016. Binding bids must be actually received by Glenmoor no later than 5:00 p.m. on May 30, 2016. Prior to the Auction, Glenmoor will evaluate Qualified Bids and, in consultation with the Bond Trustee, identify the Qualified Bid that is, in Glenmoor's judgment, the highest or otherwise best bid. Within 24 hours of that determination, Glenmoor will notify LCS as to which Qualified Bid is the Starting Bid. Glenmoor will distribute copies of the Starting Bid to each Qualified Bidder who has submitted a Qualified Bid. Upon the conclusion of the Auction (if the Auction is conducted), Glenmoor, in the exercise of its reasonable, good-faith business judgment and after consulting with the Bond Trustee, will identify the highest and best bid. At a hearing to be held on April 14, 2016, the Debtor will seek entry of the Bidding Procedures Order. About Life Care St. Johns Life Care St. Johns, Inc., doing business as Glenmoor, is a not-for-profit organization that owns and operates a continuing care retirement community in St. Johns County, Florida. The company received its certificate of occupancy in 1999 and began operations in October of 2001. As a CCRC, Glenmoor provides "lifecare services" to its residents, each of whom reside in a residential unit. The "lifecare" concept recognizes that the healthcare and residency needs of elderly residents vary along a continuum beginning with independent living and in many cases ending with a need for full-time nursing care. The Glenmoor community thus includes independent residential units, an assisted living center, and a healthcare center for residents requiring round the clock nursing care. As disclosed in documents filed with the Court, Residency at Glenmoor is provided pursuant to "Residence and Care Contracts" which require prospective residents to pay an "Entrance Fee" and a "Monthly Service Fee." The Entrance Fee is a lump sum, one-time payment based on the type of Residential Unit occupied by the resident, and obligates Glenmoor to provide care to the resident so long as he or she remains a resident and pays the Monthly Service Fee. Depending upon the type of contract selected, the Entrance Fee may or may not be refundable. For residents with refundable Entrance Fee contracts, the refund is to be paid from the proceeds of the next Entrance Fee received by Glenmoor. According to Court filings, the economic recession which began in late 2007 had a dramatic impact on Glenmoor, with fewer residents being able to afford the required Entrance Fees as their home equity and investments portfolios shrank in value. With fewer new residents entering the community than were moving out, significant Entrance Fee refund liabilities began to accumulate, rising to almost $8 million at their peak. The decreasing revenues eventually led to payment and other defaults under the $59 million in Revenue Bonds issued in 2006 to support Glenmoor and refinance an earlier bond issue. On July 3, 2013, Glenmoor filed its initial Chapter 11 case in the U.S. Bankruptcy Court for the Middle District of Florida amid defaults under the Debtor's 2006 Bonds and threats of enforcement action by the Florida's Office of Insurance Regulation, the government entity that governs the licensing and operations of continuing care retirement community in Florida. A consensual Plan of Reorganization was filed Nov. 27, 2013. Glenmoor's Plan of Reorganization was confirmed by the Court on Feb. 28, 2014. The Final Decree was entered on April 6, 2016. Glenmoor filed its second voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.: 16-01347) on April 11, 2016. The Debtor has engaged Thames Markey & Heekin, P.A., as bankruptcy counsel; Walchle Investment Group, Inc. as sale broker; Cassidy Turley Commercial Real Estate Services, Inc., as investment banker; Greystone Development Company II, LP, as operations consultant; Eddie Williams, III, Esq., as regulatory compliance counsel; Moore Stephens Lovelace, CPA, as accountant; Globic Advisors, Inc., as plan solicitation and tabulation agent; and American Legal Claim Services, LLC as claims and noticing agent. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. The case is pending before the Honorable Jerry A. Funk. LIFE CARE: Seeks Entry of Final Decree Closing Case --------------------------------------------------- Life Care St. Johns, Inc., doing business as Glenmoor, asks the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to enter a final decree closing its Chapter 11 case. Glenmoor asserts that its Plan has been substantially consummated within the meaning of 11 U.S.C. Section 1101(2). It contends that it has completed all payments due to general unsecured creditors and that all administrative claims have been paid in full. Glenmoor further contends that there are no adversary proceedings, contested matters or objections to claims pending. U.S. Bank National Association, in its capacity as the Refund Trustee, and the Refund Holder Oversight Committee, in their Response to the Debtor's Motion for Entry of Final Decree, contend: "Pursuant to the Plan, Glenmoor has certain obligations to the Refund Trustee, as well as UMB Bank, N.A., in its capacity as trustee ("Bondholders' Trustee") under certain bonds issued pursuant to indentures dated as of April 1, 2014 by and between the Bondholders' Trustee, the St. Johns County Industrial Development Authority, and Glenmoor ("Bonds"). Glenmoor is in default under the obligations under the Plan... Glenmoor also appears to be in default under the Forbearance Agreement with the Bondholders' Trustee and the Restructuring Agreement with the Refund Trustee. Under section 4(b)(xvi) of the Forbearance Agreement, Glenmoor was supposed to have completed the Affiliation Process (as defined in the Forbearance Agreement) and closed on the sale of the Project by December 31, 2015. Further, section 6(a)(iii) provides that a Forbearance Termination Event shall occur automatically without notice, for failure to meet the obligations under section 4(b). A default under the Forbearance Agreement is a default under paragraph 5 of the Restructuring Agreement. The cure period was 3 days without notice. In view of these defaults, Glenmoor also appears to be in default under the Restructuring Agreement... The Motion for Entry of Final Decree seeks an order closing the existing bankruptcy case is being sought. Assuming that occurs, it is anticipated that a new Chapter 11 bankruptcy will be filed by Glenmoor." Life Care St. Johns is represented by: Richard R. Thames, Esq. Bradley R. Markey, Esq. THAMES MARKEY & HEEKIN, P.A. 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Telephone: (904)358-4000 Facsimile: (904)358-4001 E-mail: rrt@tmhlaw.net brm@tmhlaw.net U.S. Bank National Association is represented by: David E. Otero, Esq. Christian P. George, Esq. AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Telephone: (904)798-3700 Facsimile: (904)798-3730 E-mail: david.otero@akerman.com christian.george@akerman.com About Life Care St. Johns Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. The Debtor is the owner and operator of a continuing care retirement community known as Glenmoor consisting of 144 independent living units located on a 40-acre site in St. Johns County, Florida. Judge Jerry A. Funk presides over the case. Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. American Legal Claim Services, LLC, serves as claims and noticing agent. The Debtor hired Navigant Capital Advisors, LLC, as financial advisors. Following Neil F. Luria's transfer to SOLIC Capital Advisors LLC, the Debtor replaced Navigant with SOLIC. The Committee of Creditors Holding Unsecured Claims appointed in the bankruptcy case of Life Care St. Johns, Inc., is represented by Akerman Senterfitt's David E. Otero, Esq., and Christian P. George, Esq., in Jacksonville, Florida. Bruce Jones signed the petition as CEO. The Debtor disclosed $36,308,406 in assets and $117,305,625 in liabilities as of the Chapter 11 filing. LIFE CARE: Wants to Sell Real Estate to LCS for $450,000 -------------------------------------------------------- Life Care St. Johns, Inc., doing business as Glenmoor, asked the Bankruptcy Court to authorize the sale of an 11 acre parcel of unimproved real estate adjacent to the Debtor's continuing care retirement community to LCS Glenmoor, LLC, as stalking horse bidder, for $450,000, or such other party who submits a higher and better bids at a court-supervised auction. To ensure that the sales process is open, fair and efficient, Glenmoor also seeks an order scheduling an auction of the 11 Acre Parcel and approving bid procedures. In the event the 11 Acre Parcel is sold, the Debtor wants to pay a real estate commission to Walchle Lear, the broker which Glenmoor has retained to market and sell the 11 Acre Parcel. According to Court documents, Walchle Lear has agreed to lower its standard commission in the event no additional offers for the 11 Acre Parcel are received, and will be compensated in accordance with the following schedule: Deal Size Fee --------- ----- $0-$1,200,000 10% $1,200,001 - $2,400,000 8% $2,400,001 - $3,600,000 6% $3,600,001 - $4,000,000 5% Above $4,000,000 4% If the sale is to LCS or its affiliate, assignee or successor-in-interest, and the gross purchase price will be more than $250,000 and equal to or less than $500,000, the fee will be $25,000 rather than 10%. Closing of the sale will occur simultaneously with the closing on LCS's acquisition of Glenmoors operational assets. Proposed Bid Procedures In order to ensure that the Stalking Horse Real Estate APA is in fact the highest and best offers obtainable for the 11 Acre Parcel, Glenmoor has determined that the sale to LCS should be subjected to competitive bidding on terms and procedures established by the Court. To participate in the Auction, prior to the Bid Deadline, a potential bidder (other than LCS or the Refund Queue Trust) must deliver to Glenmoor a written irrevocable offer. Bids fulfilling all of the requiremends will be deemed to be "Qualified Bids, and those parties submitting Qualified Bids will be deemed to be "Qualified Bidders." Binding bids must be actually received by Glenmoor no later than 5:00 p.m. (prevailing Eastern Time) on May 30, 2016. Prior to the Auction, Glenmoor will evaluate the Qualified Bids and, in consultation with the Bond Trustee and the Refund Queue Trustee, identify the Qualified Bid that is the highest or otherwise best bid. Within 24 hour of such determination, Glenmoor will notify LCS as to which Qualified Bid is the starting bid. The Refund Queue Trust will have the right to credit bid its secured claim towards the acquisition of the 11 Acre Parcel without the necessity of submitting a formal written offer. The Refund Queue Trust shall, however, be required to provide notice to Glenmoor prior to the Bid Deadline of its intent to exercise its credit bid rights. Upon the conclusion of the Auction (if the Auction is conducted), Glenmoor will identify the highest and best bid. The Debtor will present the Successful Bid to the Bankruptcy Court for approval at a sale hearing. About Life Care St. Johns Life Care St. Johns, Inc., doing business as Glenmoor, is a not-for-profit organization that owns and operates a continuing care retirement community in St. Johns County, Florida. The company received its certificate of occupancy in 1999 and began operations in October of 2001. As a CCRC, Glenmoor provides "lifecare services" to its residents, each of whom reside in a residential unit. The "lifecare" concept recognizes that the healthcare and residency needs of elderly residents vary along a continuum beginning with independent living and in many cases ending with a need for full-time nursing care. The Glenmoor community thus includes independent residential units, an assisted living center, and a healthcare center for residents requiring round the clock nursing care. As disclosed in documents filed with the Court, Residency at Glenmoor is provided pursuant to "Residence and Care Contracts" which require prospective residents to pay an "Entrance Fee" and a "Monthly Service Fee." The Entrance Fee is a lump sum, one-time payment based on the type of Residential Unit occupied by the resident, and obligates Glenmoor to provide care to the resident so long as he or she remains a resident and pays the Monthly Service Fee. Depending upon the type of contract selected, the Entrance Fee may or may not be refundable. For residents with refundable Entrance Fee contracts, the refund is to be paid from the proceeds of the next Entrance Fee received by Glenmoor. According to Court filings, the economic recession which began in late 2007 had a dramatic impact on Glenmoor, with fewer residents being able to afford the required Entrance Fees as their home equity and investments portfolios shrank in value. With fewer new residents entering the community than were moving out, significant Entrance Fee refund liabilities began to accumulate, rising to almost $8 million at their peak. The decreasing revenues eventually led to payment and other defaults under the $59 million in Revenue Bonds issued in 2006 to support Glenmoor and refinance an earlier bond issue. On July 3, 2013, Glenmoor filed its initial Chapter 11 case in the U.S. Bankruptcy Court for the Middle District of Florida amid defaults under the Debtor's 2006 Bonds and threats of enforcement action by the Florida's Office of Insurance Regulation, the government entity that governs the licensing and operations of continuing care retirement community in Florida. A consensual Plan of Reorganization was filed Nov. 27, 2013. Glenmoor's Plan of Reorganization was confirmed by the Court on Feb. 28, 2014. The Final Decree was entered on April 6, 2016. Glenmoor filed its second voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.: 16-01347) on April 11, 2016. The Debtor has engaged Thames Markey & Heekin, P.A., as bankruptcy counsel; Walchle Investment Group, Inc. as sale broker; Cassidy Turley Commercial Real Estate Services, Inc., as investment banker; Greystone Development Company II, LP, as operations consultant; Eddie Williams, III, Esq., as regulatory compliance counsel; Moore Stephens Lovelace, CPA, as accountant; Globic Advisors, Inc., as plan solicitation and tabulation agent; and American Legal Claim Services, LLC as claims and noticing agent. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. The case is pending before the Honorable Jerry A. Funk. MACROCURE LTD: Receives NASDAQ Bid Price Non-Compliance Notice -------------------------------------------------------------- Macrocure Ltd., a clinical-stage biotechnology company, on April 11 disclosed that on April 7, 2016, Macrocure received a notice from NASDAQ regarding its non-compliance with the $1 per share minimum bid price requirement stated in NASDAQ Listing Rule 5450(a)(1). Macrocure has until October 4, 2016 to regain compliance with the minimum bid price requirement, which will require Macrocure's ordinary shares to achieve a closing market price of $1 or more for a minimum of 10 consecutive business days. If Macrocure fails to meet this requirement, its ordinary shares will become subject to delisting from the NASDAQ Global Market. In lieu of delisting, Macrocure could consider applying to NASDAQ to have its ordinary shares transferred to the NASDAQ Capital Market, provided that it satisfies all of the requirements for initial listing on that market, other than the $1 minimum bid price requirement. In that case, Macrocure would need to notify NASDAQ of its intent to cure the minimum bid price deficiency during a second 180 day compliance period, including by way of a reverse share split, if necessary. In order to approve the transfer to the NASDAQ Capital Market, NASDAQ would need to verify that it believes that it would be possible for Macrocure to cure the minimum bid price deficiency. If Macrocure's ordinary shares do not continue to be listed on the NASDAQ Global Market or the NASDAQ Capital Market, trading, if any, would be conducted in the over-the-counter market in the OTC Bulletin Board or in any of the OTCQX(R), OTCQB(R) or OTC Pink(R) tiered marketplaces, in which trading is typically carried out for securities that do not meet NASDAQ listing requirements. Consequently, selling Macrocure's ordinary shares would likely be more difficult because smaller quantities of shares could be bought and sold, transactions could be delayed, and security analyst and news media coverage of Macrocure may be reduced. These factors could result in lower prices and larger spreads in the bid and ask prices for Macrocure's shares. There can be no assurance that Macrocure's shares will continue to be listed on the NASDAQ Global Market or, if transferred thereto, on the NASDAQ Capital Market. About Macrocure Ltd. Macrocure Ltd. -- http://www.Macrocure.com-- is a clinical-stage biotechnology company that until recently was focused on developing a novel therapeutic platform to address chronic and hard-to-heal wounds. MARIAH FARMS: Case Summary & 12 Unsecured Creditors --------------------------------------------------- Debtor: Mariah Farms, Inc. 6301 SE CR 31 Kendall, KS 67857 Case No.: 16-10622 Chapter 11 Petition Date: April 12, 2016 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Robert E. Nugent Debtor's Counsel: David R. Klaassen, Esq. DAVID R. KLAASSEN 2649 6th Avenue Marquette, KS 67464 Tel: (785) 546-2358 Email: drklaassen@ks-usa.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Thomas Lampe, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/ksb16-10622.pdf MEDICINE RIVER: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Medicine River Ranch Operating Company, LLC PO Box 3 Medicine Lodge, KS 67104 Case No.: 16-10635 Chapter 11 Petition Date: April 12, 2016 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Dale L. Somers Debtor's Counsel: Eric W Lomas, Esq. KLENDA AUSTERMAN LLC 1600 Epic Center 301 North Main Street Wichita, KS 67202-4816 Tel: 316-267-0331 Fax: 316-267-0333 E-mail: elomas@klendalaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Harry W. Dawson, manager and sole member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MICHAELS STORES: Egan-Jones Hikes FC Sr. Unsec. Rating From B- -------------------------------------------------------------- Egan-Jones Ratings Company raised the foreign currency senior unsecured rating on debt issued by Michaels Stores Inc. to BB- from B- on March 24, 2016. Michaels Stores, Inc. is a North American arts and crafts retail chain. NATHAN INTERMEDIATE: S&P Assigns 'B' CCR & Rates $445MM Loans 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Overland Park, Kansas-based Nathan Intermediate LLC. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '2' recovery rating to the company's $445 million first-lien credit facility, comprising a $50 million revolving credit facility due 2021 (undrawn at close) and a $395 million first-lien term loan due 2023. The '2' recovery indicates S&P's expectation of substantial (70%-90%, lower half of range) recovery for the first-lien debt holders in the event of default. S&P also assigned a 'CCC+' issue-level rating and '6' recovery rating to the company's $167 million second-lien term loan due 2023. The '6' recovery indicates S&P's expectation of negligible (0%-10%) recovery for the second-lien debt holders. The borrowers on the debt will consist of Netsmart Technologies Inc., Netsmart Inc., and Andrews Henderson LLC. "The rating on Netsmart reflects our view of the company's narrow focus and niche position in the fragmented post-acute electronic health record segment of the health care information technology industry, offset somewhat by its larger size and high recurring revenue," said Standard & Poor's credit analyst Geoffrey Wilson. The stable outlook reflects S&P's view of the company's consistent profitability resulting partly from its large percentage of recurring revenues generated by its license support, SaaS, and hosting solutions, along with revenue under multiyear contracts providing good visibility into future revenues. NATIONAL CINEMEDIA: Files Post-Effective Amendment to Form S-3 -------------------------------------------------------------- National CineMedia, Inc., filed with the Securities and Exchange Commission a post-effective amendment no.3 to its registration statement on Form S-3 relating to the disposition from time to time by the Company's founding member theatre circuits, or the selling stockholders, of up to 77,520,333 shares of common stock, par value $0.01 per share, of National CineMedia, Inc., or NCM, Inc. These include 77,320,333 shares issuable upon exchange on a one-for-one basis of common membership units of National CineMedia, LLC, or NCM LLC, the operating company for the Company's business and of which the Company is a member and the sole manager, and 200,000 shares currently held by one of the selling stockholders. Under the terms of the registration rights agreement with the selling stockholders executed at the date of NCM, Inc.'s initial public offering, NCM Inc. is required to register shares of its common stock equal to the number of NCM LLC common membership units held by each selling stockholder. The selling stockholders hold an aggregate of 77,320,333 common membership units that were issued in conjunction with the Company's IPO and thereafter pursuant to contractual arrangements in effect among NCM, Inc., NCM LLC and the selling stockholders relating to net screens that have been added to the Company's network. The Company has registered for resale by its selling stockholders NCM, Inc. common stock equal to all of the current outstanding common membership units as required by the registration rights agreement as well as the shares of common stock the selling stockholders currently hold. The Company will not pay any underwriting discounts or commissions on the shares of common stock issued to the selling stockholders. The Company will not receive any proceeds from the sale of common stock by the selling stockholders. The Company's common stock trades on the Nasdaq Global Select Market under the symbol "NCMI." On April 8, 2016, the reported last sale price of the Company's common stock on the Nasdaq Global Select Market was $14.26 per share. The selling stockholders are American Multi-Cinema, Inc. and affiliates; Cinemark Holdings, Inc. and affiliates; and Regal Entertainment Group and affiliates. A full-text copy of the amended prospectus is available at: http://is.gd/siHZ8o About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. For the year ended Dec. 31, 2015, the Company reported net income attributable to the Company of $15.4 million on $447 million of revenue compared to net income of $13.4 million on $394 million of revenue for the year ended Jan. 1, 2015. As of Dec. 31, 2015, National Cinemedia had $1.08 billion in total assets, $1.25 billion in total liabilities and a $171.7 million total deficit. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NATIONSTAR MORTGAGE: S&P Affirms 'B+' Rating on Sr. Unsec. Notes ---------------------------------------------------------------- Standard & Poor's Rating Services said it revised its recovery rating on Texas-based Nationstar Mortgage LLC's senior unsecured notes to '3' from '4' based on higher recovery expectations. S&P also affirmed the 'B+' rating on the notes. In line with Standard & Poor's criteria, S&P assess recovery prospects utilizing a simulated default scenario. With regard to Nationstar Mortgage, S&P believes creditors would ascribe the most value to the company's mortgage servicing rights (MSRs). S&P calculated net recovery value of $1.23 billion after administrative expenses of approximately $40 million and priority claims of $67 million. S&P believes this value would be sufficient to provide meaningful (50%-70%, in the lower half of the range) recovery for unsecured claims. S&P do not expect the company to face near-term difficulties given the risks the company faces and current market conditions. S&P's simulated default scenario contemplates a default occurring in 2020, in the face of substantial curtailments on business practices due to regulatory and compliance deficiencies in servicing practices. Eventually, the company's liquidity and capital resources become strained to the point where it cannot continue to operate without an equity infusion or bankruptcy filing. As a result, the company may find itself in the position of having to liquidate its MSRs. In addition, S&P's default scenario assumes: -- A sustained period of rapid amortization of MSRs with limited ability to refinance the repayments, -- Limited new origination activity, -- Limited purchase of MSRs on the secondary market, -- An increase in borrower delinquencies, and -- An increase in the discount rate to value MSRs. S&P believes the causes of a simulated default would be inherent to the company's operating activities. As a result, S&P believes creditors would place the most value on the company's MSRs and little, if any, value on the company's servicing platform. S&P has therefore valued the company through a discrete asset valuation of the company's MSRs. S&P has valued the company's MSRs at $1.3 billion. To determine net recovery value available for distribution to unsecured creditors, S&P reduced its estimate of gross recovery value by 3% to account for estimated bankruptcy administrative expenses. S&P also reduced the gross recovery value for $67 million of priority claims related to cancellations of operating leases and repurchase liabilities for loans originated and sold to Fannie Mae, Freddie Mac, and Ginnie Mae. About $1.2 billion of net recovery value is available for distribution to senior unsecured creditors against a total claim of $2.1 billion. RATINGS LIST Nationstar Mortgage LLC Issuer Credit Rating B+/Stable/-- Rating Affirmed; Recovery Rating Revised To From Nationstar Mortgage LLC Senior Unsecured B+ B+ Recovery Rating 3L 4H NEPHROS INC: FDA Completes Evaluation of Corrective Actions ----------------------------------------------------------- On May 27, 2015, Nephros, Inc. received a warning letter from the U.S. Food and Drug Administration resulting from inspections of the Company's facility in River Edge, New Jersey by the FDA's New Jersey District Office that occurred in October 2014. Subsequent to that date, the Company responded to the Warning Letter and worked to resolve the issues raised by the FDA. On Aug. 12, 2015, the Company received a subsequent letter from the FDA noting that it had received the Company's response correspondence to the Warning Letter detailing the Company's completed corrective actions. The corrective actions included revisions to the Company's standard operating procedures relating to purchasing and supplier controls, adverse event reporting, and complaint handling and monitoring. The Subsequent Letter also noted that the FDA would verify the Company's implementation of corrective measures at its next inspection of the Company's facility. Neither the Warning Letter nor the Subsequent Letter restricted the manufacture, production or shipment of any of the Company's products, nor did they require the withdrawal of any product from the marketplace. In February 2016, the FDA performed another on-site inspection. There were no observations, or 483's, cited at the conclusion of the inspection. On April 7, 2016, the Company received a third letter from the FDA noting that the FDA has completed its evaluation of the Company's corrective actions in response to the Warning Letter and that, based on this evaluation, it appears that the Company has addressed the violations contained in the Warning Letter. A full-text copy of the Form 8-K report filed with the Securities and Exchange Commission is available at http://is.gd/SG9nJQ About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.08 million on $1.94 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $3.97 million in total assets, $1.30 million in total liabilities and $2.66 million in total stockholders' equity. Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NORTH-SOUTH ENTITY: Hires Hendren Redwine as Bankruptcy Counsel --------------------------------------------------------------- North-South Entity, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Hendren Redwine & Malone, PLLC, as its counsel, nunc pro tunc to March 3, 2016. North-South Entity requires Hendren Redwine to represent and assist in carrying the Debtor's duties under the provisions of Chapter 11 of the Bankruptcy Code. Hendren Redwine will represent the Debtor's estate generally throughout the administration of the Chapter 11 proceeding. The Debtor voluntarily paid Hendren Redwine $50,000 on March 2, 2016, which was deposited into the firm's Trust Account. From these trust funds, $4,480 was paid to the firm representing fees and expenses incurred pre-petition for the period of March 1, 2016 to the time the petition was filed on March 3, 2016. Hendren Redwine will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason L. Hendren, lawyer of Hendren Redwine & Malone, PLLC, 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. Hendren Redwine can be reached at: 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 About North-South North-South Entity, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code before the U.S. Bankruptcy Court for the Eastern District of North Carolina (Bankr. E.D.N.C. Lead Case No. 16-01146) on March 3, 2016. The petition was signed by J. Whitney Honeycutt, president of NSH, Inc., sole managing member of Debtor. The Debtor has an estimated assets of $10 million to $50 million and estimated debts of $1 million to $10 million. Judge David M. Warren has been assigned the case. PACIFIC EXPLORATION: Still Working With Creditors on Restructuring ------------------------------------------------------------------ Pacific Exploration & Production Corp. on April 11 confirmed that it continues to work with its creditors to formulate a comprehensive financial restructuring that will reduce debt, improve liquidity, and best position the Company to navigate the current oil price environment. The Company, in conjunction with its creditors, continues to evaluate methods to restructure its balance sheet, ensure the long-term viability of its business and preserve the Company's asset base. Despite it being an ongoing and confidential process, the Company is issuing this news release to address and clarify certain reports that have appeared in the media concerning the involvement of management in the process and to respond to various other inquiries it has received. -- As previously announced, the Company is in default under certain of its debt instruments, being its: (i) U.S.$1.3 billion principal amount 5.375% senior notes due 2019 (the "2019 Notes"); and (ii) U.S.$1.114 billion principal amount 5.625% senior notes due 2025 (the "2025 Notes"), and certain of its credit agreements, being its: (i) U.S.$1 billion revolving credit and guaranty agreement with a syndicate of lenders and Bank of America, N.A, as administrative agent; (ii) U.S.$250 million credit and guaranty agreement with HSBC Bank USA, N.A., as agent; (iii) U.S.$109 million credit and guaranty agreement with Bank of America, N.A., as lender; and (iv) U.S.$75 million master credit agreement with Banco Latino Americano de Comercio Exterior, S.A., as lender (collectively, the "Credit Facilities"). The Company has entered into agreements with certain holders (collectively, the "Noteholders") of the 2019 Notes and the 2025 Notes and with the requisite lenders (collectively, the "Bank Lenders") pursuant to the Credit Facilities pursuant to which such Noteholders and Bank Lenders have agreed: (i) in the case of the Noteholders, to forbear from declaring the principal amounts of such Notes due and payable as a result of certain specified defaults; and (ii) in the case of the Bank Lenders, to forbear from declaring the principal amounts of such Credit Facilities due and payable as a result of certain specified defaults, in each case until April 29, 2016 (the "Forbearance Period"). Upon the termination of the Forbearance Period, all of the debt of the Company will potentially become due and payable. As the Company does not have the capital resources to repay such amounts, it has been working with its creditors to effect the comprehensive financial restructuring of the Company. -- A number of proposals have been received from third parties regarding the restructuring; however these proposals are confidential by their terms. Disclosing details at this point would not only breach confidentiality obligations of the Company, but could also jeopardize the process that the Company has undertaken to restructure its balance sheet. -- The Company's operations continue as normal and without disruption. -- Throughout the discussions the Company has remained, and intends to remain, current with its suppliers, trade partners and contractors. -- Additionally, all proposals contemplate that the Company will continue to remain current with its suppliers, trade partners and contractors. -- Employees have been paid and will continue to be paid, without disruption. -- Contrary to reports in the media, management (or members thereof) of the Company will not be "given" equity in the restructured Company under any proposal. Rather, it is anticipated that the restructuring will involve an incentive component whereby management and key employees, post-restructuring, will be able to earn a small percentage of equity in the restructured Company. However, this will only be over time and upon achieving agreed, pre-established performance metrics. Providing this type of incentive to employees of the Company is customary and commonly required by sponsors of restructuring plans to provide for the retention and recruitment of employees critical to the ongoing operations of the Company. No awards under any such plan have yet been awarded or otherwise allocated to any member of management. As a result, no equity of the reorganized Company will be awarded to management (or the Company's Executive Co-Chairmen) on implementation of the restructuring. -- It is anticipated that current bank lenders and holders of the Company's senior notes will take significant losses on the debt of the Company that they hold and will likely be required to convert much of their remaining debt into equity of the Company; as well the Company will require additional capital. Thus, current shareholders will, as a result of the debt restructuring, likely see their current shareholdings significantly diluted (such that they will, following the restructuring, hold in the aggregate only a nominal amount of common shares) or possibly canceled or extinguished. -- Contrary to media reports, the Company is advised that neither of the Company's Executive Co-Chairmen nor any other member of management has a financial interest in any of the proposals (other than the possibility of participating in the equity incentive plan described above). -- The Company has been keeping all relevant authorities in Colombia informed about the process and will continue to do so. In that regard, the Company points interested shareholders to a communication issued on April 9, 2016 by the Superintendency of Finance of Colombia that states, among other things (unofficial translation provided by the Company) "Issuers of securities domiciled abroad are subject to, among others, the corporate, corporate governance, tax and currency exchange regulations of the country of domicile and are subject to judicial and administrative authorities of the jurisdiction of origin, regardless of where they carry out their corporate objects or where their securities are registered. In Pacific's case, the company -- due to having its domicile in Canada -- is subject to administrative and corporate regulation of that jurisdiction." Shareholders are reminded that any questions or concerns can be directed to the Company at ir@pacificcorp.energy The Board of Directors has formed an Independent Committee of directors to provide a recommendation to the Board with respect to any potential restructuring. The Independent Committee is comprised of members of the Board who have no potentially competing interest with respect to discharging the Committee's mandate to recommend a solution that is in the best interests of the Company. No member of the Independent Committee: -- is an employee of the Company or otherwise part of management; -- is in any way involved in any of the proposals; nor -- has been nominated to the Board by a significant shareholder. As such, the Independent Committee brings an independent oversight to the debt restructuring process. The Independent Committee has been actively involved in the process throughout and has taken steps to ensure its independent functioning, including retaining its own legal and financial advisors who are not advisors to the Company or any other potential party in the restructuring. The Company and its creditors are committed to finding the best alternative for the long-term interests of the Company, its approximately 2,400 employees and more than 3,000 contract workers, suppliers, customers and other stakeholders. The Company intends to advise the market by further news release if and when any agreement is reached with respect to a restructuring. The Company is being advised by Lazard Freres & Co. LLC, Norton Rose Fulbright Canada LLP (Canada), Proskauer Rose LLP (U.S.), Zolfo Cooper (U.S.) and Garrigues (Colombia). The Independent Committee of the Board is being advised by Osler, Hoskin & Harcourt LLP and UBS Securities Canada Inc. The noteholders forming part of the negotiating creditor group are being advised by Evercore Group LLC (U.S.), Goodmans LLP (Canada), Paul, Weiss, Rifkind, Wharton & Garrison LLP (U.S.) and Cardenas y Cardenas Abogados (Colombia). FTI Consulting (U.S.), Davis Polk & Wardwell LLP (U.S.), Torys LLP (Canada) and Gómez-Pinzón Zuleta Abogados (Colombia) are counsel to the Agent on the revolving credit facility, and Seward & Kissel is the counsel to the Agent on the HSBC term loan. About Pacific Exploration Pacific Exploration & Production Corp. is a Canadian public company and a leading explorer and producer of natural gas and crude oil, with operations focused in Latin America. The Company has a diversified portfolio of assets with interests in more than 70 exploration and production blocks in various countries including Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's strategy is focused on sustainable growth in production & reserves and cash generation. The Troubled Company Reporter-Latin America, on Feb. 23, 2016, reported that Fitch Ratings says that the agency could downgrade its ratings on Pacific Exploration and Production Corp. (Pacific; Long-term Foreign and Local Currency Issuer Default Ratings of 'C') to restricted default (RD). This could occur after the expiration of the recently negotiated extension with bondholders of the time in which to declare principal due and payable on certain notes. Fitch considers the extension of multiple waivers or forbearance periods upon a payment default a restricted default given they represent a material reduction in terms compared with the original contractual terms. Furthermore, the extension of multiple waivers can be interpreted as a tool that is being conducted in order to avoid bankruptcy. * * * On April 7, 2016, the TCR reported that Fitch Ratings downgraded Pacific Exploration and Production Corp's (Pacific) Foreign and Local Currency Long-term Issuer Default Ratings (IDRs) to restricted default 'RD' from 'C'. Concurrently, Fitch affirmed the 'C/RR4' long-term rating on Pacific's outstanding senior unsecured debt issuances totaling approximately USD4 billion with final maturities in 2019 through and 2025. On Jan. 21, 2016, the TCR reported that Moody's Investors Service has downgraded Pacific Exploration & Production Corp (Pacific E&P)'s corporate family rating and senior unsecured debt ratings to C from Caa3. The TCR, on Jan. 20, 2016, reported that Standard & Poor's Ratings Services said it lowered its long-term corporate credit and issue-level ratings on Pacific Exploration and Production Corp (Pacific) to 'CC' from 'CCC+'. S&P also removed the rating from CreditWatch with negative implications. The outlook is negative. On Jan. 14, 2016, Pacific announced that it has elected to utilize the 30 day grace period rather than make the interest payments due on Jan. 19, 2016 and Jan. 26, 2016 of about $65 million. Although the company is still current on those obligations, S&P expects default to be a virtual certainty. PALMAZ SCIENTIFIC: Taps Haynes & Boone Over SEC Probe ----------------------------------------------------- Palmaz Scientific Inc., and its debtor-affiliates seek authorization from the Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for Western District of Texas to employ Haynes & Boone LLP as special counsel, nunc pro tunc to March 4, 2016, to represent the Debtors in connection with any investigation by the Securities and Exchange Commission. Haynes & Boone will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald W. Breaux, partner of Haynes & Boon, 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. Haynes & Boone can be reached at: Ronald W. Breaux, Esq. HAYNES & BOONE, LLP 2323 Victory Avenue, Ste 700 Dallas, TX 75219 Tel: (214) 651-5688 Fax: (214) 200-0376 E-mail: ron.breaux@haynesboone.com About Palmaz Scientific Headquartered in San Antonio, Texas, Palmaz Scientific is a research and development company dedicated to the advancement of the technology and science of medical implants. Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552, 16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016. The petitions were signed by Eugene Sprague as director. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors have engaged Norton Rose Fulbright US LLP as counsel, Groff & Rothe as accountants and Upshot Services LLC as noticing agent. The case is assigned to Judge Craig A. Gargotta. PARS 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 Pars Properties, LLC. Pars Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Florida (Orlando) (Case No. 16-01636) on March 11, 2016. The petition was signed by Hossein Olama, manager. The Debtor is represented by Scott R. Shuker, Esq., at Latham, Shuker, Eden & Beaudine LLP. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. PEABODY ENERGY: Case Summary & 50 Largest Unsecured Creditors ------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Peabody Energy Corporation 16-42529 701 Market Street, Suite 760 St. Louis, MO 63101 Big Sky Coal Company 16-42530 Peabody Colorado Services, LLC 16-42531 Peabody Electricity, LLC 16-42532 Peabody Caballo Mining, LLC 16-42533 Cyprus Creek Land Company 16-42534 American Land Development, LLC 16-42535 Peabody International Investments, Inc. 16-42536 Caseyville Dock Company, LLC 16-42537 Peabody Employment Services, LLC 16-42538 Peabody Coalsales, LLC 16-42539 American Land Holdings of Colorado LLC 16-42540 Peabody International Services, Inc. 16-42541 Peabody Cardinal Gasification, LLC 16-42542 Coal Reserve Holding Limited Liability Co. No. 16-42543 Black Hills Mining Company, LLC 16-42544 Peabody Arclar Mining, LLC 16-42545 American Land Holdings of Indiana, LLC 16-42546 Falcon Coal Company, LLC 16-42547 Gold Fields Chile, LLC 16-42548 Peabody Investments Corp. 16-42549 Peabody Coulterville Mining, LLC 16-42550 Central States Coal Reserves of Indiana, LLC 16-42551 Peabody China, LLC 16-42552 Big Ridge, Inc. 16-42553 BTU Western Resources, Inc. 16-42554 Peabody Asset Holdings, LLC 16-42555 Four Star Holdings, LLC 16-42556 Peabody Development Company, LLC 16-42558 Caballo Grande, LLC 16-42559 Colorado Yampa Coal Company, LLC 16-42560 Gold Fields Mining, LLC 16-42561 Arid Operations, Inc. 16-42562 Peabody Colorado Operations, LLC 16-42563 Conservancy Resources, LLC 16-42564 Peabody Bear Run Mining, LLC 16-42565 HMC Mining, LLC 16-42566 Century Mineral Resources, Inc. 16-42567 Francisco Equipment Company, LLC 16-42568 James River Coal Terminal, LLC 16-42569 COALSALES II, LLC 16-42570 American Land Holdings of West Virginia, LLC 16-42571 Cottonwood Land Company 16-42572 Kentucky United Coal, LLC 16-42573 Peabody Bear Run Services, LLC 16-42574 Peabody COALTRADE, LLC 16-42575 Midwest Coal Acquisition Corp. 16-42576 Juniper Coal Company, LLC 16-42577 Gold Fields Ortiz, LLC 16-42578 American Land Holdings of New Mexico, LLC 16-42579 Francisco Land Holdings Company, LLC 16-42580 Peabody Gateway Services, LLC 16-42581 NM Equipment Company, LLC 16-42582 Hayden Gulch Terminal, LLC 16-42583 Lively Grove Energy Partners, LLC 16-42584 Midco Supply and Equipment Corporation 16-42585 Gallo Finance Company, LLC 16-42586 Peabody Magnolia Grove Holdings, LLC 16-42587 Highwall Mining Services Company 16-42588 American Land Holdings of Kentucky, LLC 16-42589 Peabody COALTRADE International (CTI), LLC 16-42590 Francisco Mining, LLC 16-42591 Peabody Holding Company, LLC 16-42592 Peabody Midwest Management Services, LLC 16-42593 Hillside Recreational Lands, LLC 16-42594 Lively Grove Energy, LLC 16-42595 Peabody PowerTree Investments LLC 16-42596 Midwest Coal Reserves of Illinois, LLC 16-42597 Pacific Export Resources, LLC 16-42598 Illinois Land Holdings, LLC 16-42599 American Land Holdings of Illinois, LLC 16-42600 Peabody IC Holdings, LLC 16-42601 Cyprus Creek Land Resources LLC 16-42602 Peabody Rocky Mountain Management Services, LLC 16-42603 Peabody Holdings (Gibraltar) Limited 16-42604 Peabody Recreational Lands L.L.C. 16-42605 Independence Material Handling, LLC 16-42606 Kayenta Mobile Home Park, Inc. 16-42607 Peabody Midwest Services, LLC 16-42608 Peabody America, LLC 16-42609 Peabody Illinois Services, LLC 16-42610 Midwest Coal Reserves of Indiana, LLC 16-42611 Dyson Creek Coal Company, LLC 16-42612 Peabody Powder River Services, LLC 16-42613 Peabody Terminals, LLC 16-42614 Peabody IC Funding Corp. 16-42615 Peabody Rocky Mountain Services, LLC 16-42616 Peabody Mongolia, LLC 16-42617 Kentucky Syngas, LLC 16-42618 Peabody Indiana Services, LLC 16-42619 Midwest Coal Reserves of Kentucky, LLC 16-42620 Dyson Creek Mining Company, LLC 16-42621 Peabody Trout Creek Reservoir LLC 16-42622 Peabody Archveyor, L.L.C. 16-42623 Peabody Gateway North Mining, LLC 16-42624 Peabody Sage Creek Mining, LLC 16-42625 Peabody Natural Gas, LLC 16-42626 Peabody Twentymile Mining, LLC 16-42627 Marigold Electricity, LLC 16-42628 Pond River Land Company 16-42629 Peabody Williams Fork Mining, LLC 16-42630 Peabody Southwest, LLC 16-42631 Peabody Energy Solutions, Inc. 16-42632 Peabody School Creek Mining, LLC 16-42633 Peabody Natural Resources Company 16-42634 Sage Creek Land & Reserves, LLC 16-42635 Moffat County Mining, LLC 16-42636 Peabody Venture Fund, LLC 16-42637 PG Investments Six, L.L.C. 16-42638 Star Lake Energy Company, L.L.C. 16-42639 Peabody Wyoming Gas, LLC 16-42640 Peabody Southwestern Coal Company, LLC 16-42641 Peabody Energy Investments, Inc. 16-42642 School Creek Coal Resources, LLC 16-42643 Peabody Western Coal Company 16-42644 Peabody Services Holdings, LLC 16-42645 Peabody New Mexico Services, LLC 16-42646 New Mexico Coal Resources, LLC 16-42647 Porcupine Production, LLC 16-42648 Sugar Camp Properties, LLC 16-42649 Peabody Terminal Holding Company, LLC 16-42650 Peabody Venezuela Coal Corp. 16-42651 Seneca Coal Company, LLC 16-42652 Peabody Wyoming Services, LLC 16-42653 Twentymile Holdings, LLC 16-42654 Point Pleasant Dock Company, LLC 16-42655 Peabody Energy Generation Holding Company 16-42656 Mustang Energy Company, LLC 16-42657 Wild Boar Equipment Company, LLC 16-42658 Seneca Property, LLC 16-42659 Peabody Midwest Operations, LLC 16-42660 Wild Boar Land Holdings Company, LLC 16-42661 Peabody-Waterside Development, L.L.C. 16-42662 United Minerals Company LLC 16-42663 Riverview Terminal Company 16-42664 Porcupine Transportation, LLC 16-42665 Peabody Powder River Mining, LLC 16-42666 Peabody Midwest Mining, LLC 16-42667 Shoshone Coal Corporation 16-42668 Twentymile Coal, LLC 16-42669 Sage Creek Holdings, LLC 16-42670 West Roundup Resources, LLC 16-42671 Peabody Wild Boar Mining, LLC 16-42672 PEC Equipment Company, LLC 16-42673 Southwest Coal Holdings, LLC 16-42674 Twentymile Equipment Company, LLC 16-42675 Peabody Powder River Operations, LLC 16-42676 Peabody Wild Boar Services, LLC 16-42677 Peabody Operations Holding, LLC 16-42678 Thoroughbred Generating Company, L.L.C. 16-42679 Thoroughbred Mining Company LLC 16-42680 Central States Coal Reserves of Illinois, LLC 16-42688 El Segundo Coal Company, LLC 16-42691 Empire Land Holdings, LLC 16-42692 Type of Business: Peabody claims to be the world's largest private-sector coal company by volume, with interests in 26 active mining operations in the United States and Austria. Chapter 11 Petition Date: April 13, 2016 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Hon. Barry S. Schermer Debtors' Heather Lennox, Esq. General JONES DAY Counsel: North Point 901 Lakeside Avenue Cleveland, OH 44114 Tel: (216) 586-3939 Fax: (216) 579-0212 Email: hlennox@jonesday.com - and - Amy Edgy, Esq. Daniel T. Moss, Esq. JONES DAY 51 Louisiana Avenue, N.W. Washington, DC 20001-2113 Tel: (202) 879-3939 Fax: (202) 626-1700 Email: aedgy@jonesday.com dtmoss@jonesday.com Debtors' Steven N. Cousins, Esq. Local Co-Counsel: Susan K. Ehlers, Esq. ARMSTRONG, TEASDALE LLP 7700 Forsyth Blvd, Suite 1800 St. Louis, MO 63105 Tel: (314) 621-5070 Email: scousins@armstrongteasdale.com sehlers@armstrongteasdale.com Debtors' LAZARD FRERES & CO. LLC AND Investment LAZARD PTY LIMITED Banker: Debtors' FTI CONSULTING, INC. Financial Advisors: Debtors' KURTZMAN CARSON CONSULTANTS, LLC Claims, Ballot and Noticing Agent: Total Assets: $11.02 billion as of December 31, 2015 Total Debts: $10.10 billion as of December 31, 2015 The petition was signed by Walter L. Hawkins, Jr., senior vice president, finance. List of Debtor's 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association 6.00% Unsecured $1,555,778,642 As Trustee Notes - Due 2018 Attn: Phillip Kane, Jr. 225 Asylum Street 26th Floor Hartford, CT 06103 Tel: 1-806-241-6843 U.S. Bank National Association, 6.25% Unsecured $1,373,599,925 As Trustee Notes Due 2021 Attn: Phillip Kane,Jr. 225 Asylum Street 26th Floor Hartfod, CT 06103 U.S. Bank National Association, 4.75% Unsecured $743,713,792 As Trustee Notes Due 2066 Attn: Phillip Kane, Jr. 225 Asylum Street 26th Floor Hartford, CT 06103 Tel: 1-806-241-6843 Fax: 1-860-241-6883 Email: phillip.kanejr@usbank.com U.S. Bank National Association, 6.50% Unsecured $674,176,333 As Trustee Notes Due 2020 Attn: Phillip Kane, Jr. 225 Asylum Street 26th Floor Hartford, CT 06103 Tel: 1-806-241-6843 Fax: 1-860-241-6883 Email: phillip.kanejr@usbank.com U.S. Bank National Association, 7.875% Unsecured $258,803,050 As Trustee Notes Due 2026 Attn: Phillip Kane, Jr. 225 Asylum Street 26th Floor Hartford, CT 06103 Tel: 1-806-241-6843 Office of Natural Resources Lease $249,382,241 Revenue Attn: Gregory G. Gould PO Box 25165 Denver, CO 80225-0627 Tel: 1-303-231-3162 Patriot Veba Settlement $11,697,000 Attn: John D. Cohel 55 West Monroe Street, Suite 1200 Chicago, IL 60603 Tel: 1-312-641-0060 Fax: 1-312-641-6959 Kinder Morgan Petcoke L.P. Settlement $5,500,000 Attn: Jeffrey Hepsperger 500 Dallas St. Suite 1000 Houston, TX 77002 Tel: 1-832-463-4286 Email: Jeff_Hepsperger@kingermorgan.com Dyno Nobel Inc. Trade Debt $4,316,002 Attn: Kelley Arnold 2795 East Cottonwood Parkway, Suite 500 Salt Lake City, UT 84121 Tel: 1801-328-6446 Fax: 1-801-324-6707 Email: kelley.arnold@am.dynonobel.com Liebherr Mining Equipment Co. Trade Debt $3,814,677 Attn: Arelene Cepeda 270 Park Avenue Newport News, VA 23607 Tel: 1-757-245-5251 Email: Arlene.Cepeda@liebherr.com Wyoming Machinery Company Trade Debt $2,791,044 Attn: Cindy Nettles 820 Shades Creek Parkway, Ste 2000 Gillette, WY 82718 Tel: 1-414-768-4938 Fax: 1-307-682-2830 Email: cindy.nettles@cat.com Bank of America Leasing Trade Debt $2,118,078 Attn: Lawrence Grayson 233 S. Wacker Drive Ste 2800 Chicago, IL 60606 US Tel: 1-980-388-6780 Email: Lawrence.Grayson@bankofAmerica.com Komatsu Equipment Trade Debt $2,013,586 Attn: John Pfisterer 1701 Gold Road, Suite 1-100 Rolling Meadows, IL 60008 Tel: 1-847-437-5800 Fax: 1-847-437-5800 Email: johnp@komatsueq.com Wagner Equipment Co. Trade debt $1,830,790 Attn: Kevin Smith 18000 Road Aurora, CO 80011 Tel: 1-303-739-3097 Fax: 1-303-739-3338 Email: kreid@wagnerequipment.com Joy Global Underground Mining LLC Trade Debt $1,462,982 Attn: Brad Rushford 1526 Kanawha Boulevard E. Columbus, OH 43271-4133 Tel: 1-205-487-6492 Fax: 1-205-487-4233 Email: brad.rushford@joy.com Morgan Stanley Capital Services LLC Trade Debt $1,424,104 Attn: Eric Grossman 1585 Broadway New York, NY 10036 Tel: 1-212-761-4000 Opera House JV LLC Sponsorship $1,347,015 Attn: Christopher P. McKee 1401 Clark Avenue St. Louis, MO 63103 Tel: 1-314-961-0171 Email: cmckee@operastl.org Macallister Machinery Co. Inc. Trade Debt $1,265,451 Attn: John Deckard 1453 W 150 S Washington, IN 47501 Tel: 1-812-254-1712 Fax: 1-812-254-7851 Email: jdeckard@macallister.com Joy Global Surface Mining Inc. Trade Debt $1,249,346 Attn: Diana Begaye #2 Winland CT Farmington, NM 87401-1842 Tel: 1-505-327-7462 Fax: 1-505-325-1677 Email: peabody-purchasing@joyglobal.com Mine Safety & Health ADM. Trade Debt $1,183,876 Attn: Joseph A. Main 1100 Wilson Blvd. Room 2508 Arlington, VA 22209-3939 Tel: 1,202-693-9400 Fax: 202-693-9401 Empire Southwest, LLC Trade Debt $1,142,126 Attn: Jim Tim May 10790 S. Hwy 59 Kayenta, AZ 86033 Tel: 1-928-677-3385 Fax: 1-928-677-3379 Email: kayenta.parts@empire-cat.com Whayne Supply Co. Trade Debt $1,103,227 Attn: Monty Boyd 1001 Linn Station Road Louisville, KY 40223 Tel: 1-800-494-2963 Fax: 1-812-422-6563 Email: Monty_boyd@whayne.com Nelson Brothers, LLC Trade Debt $1,074,170 Attn: Ralph Hymer 820 Shades Creek Parkway Ste 200 Birmingham, AL 35209 Tel: 1-205-802-5329 Fax: 1-205-802-5346 Email: rhymer@nelbro.com Monsanto Company Trade Debt $1,020,537 Attn: Steve Spinner 800 N Linderbergh St Louis, MO 63167-0001 Tel: 1-314-694-1000 Email: Steve.spinner@monsanto.com Illinois Department of Commerce Grant $1,000,641 Attn: Justin Heather 500 East Monroe Springfield, IL 62701-1643 Tel: 1-217-782-7500 Fax: 1-800-785-6055 Interstate Power Systems, Inc. Trade Debt $867,160 Attn: Larry Schwartz 2901 E. 78th St. Bloomington, MN 55425 Tel: 1-952-854-2044 Fax: 1-952-876-5711 Email: Larry.schwartz@istate.com Wells Fargo Equipment Finance, Inc. Trade Debt $852,200 Attn: James M. Strother 733 Marquette Ave Minneapolis, MN 55479-2048 Tel: 1-866-726-4714 Email: investorelations@wellsfargo.com Millennium Chemicals Contractual $850,000 c/o Alix Partners Obligation Attn: Kathy Koorenny 909 Third Avenue New York, NY 10022 Tel: 1-212-490-2500 Fax: 1-212-490-1344 Email: kkoorenny@alixpartners.com Rudd Equipment Corp. Trade Debt $846,651 Attn: Jeff Southworth 600 14th St. N.W. Indianapolis, IN 46242-0367 Tel: 1-317-247-9125 Fax: 1-317-248-0569 Emai: jsouthworth@rudequipment.com Hollyfrontier Refining & Marketing Trade Debt $758,445 Attn: Brent Erikson 2828 North Harwood, Ste 1300 Dallas, TX 75201 Tel: 1-303-714-0133 Email: brent.erikson@hollyfrontier.com Michelin North America, Inc. Trade Debt $752,771 Attn: Stephen Wilcher 12398 Collections Center DR Chicago, IL 60693 Tel: 1-800-382-2456 Email: Stephen.wilcher@us.michelin.com Salt River Project Agricultural Trade Debt $751,876 Improvement and Power District Attn: John Soethe PO Box 52025 Phoenix, AZ 85072-2025 Tel: 1-602-236-8888 Email: john.soethe@srpnet.com Templeton Mineral Lands, LLC Royalty $690,674 Attn: General Counsel 701 Wabash Avenue Terre Haute, IN 47807 Tel: 1-812-232-7037 Fax: 1-812-232-7037 Email: general@templetoncoal.com Flanders Electric Motor Service Trade Debt $681,018 Attn: Dave Patterson 8101 Baumgart Rd. PO Box 23130 Evansville, IN 47724 Tel: 1-812-867-7421 Fax: 1-812-867-2687 Email: davepatterson@flanderselectric.com United Central Industrial Supply LLC Trade Debt $673,173 Attn: Henry Looney 1241 Volunteer Parkway Bristol, TN 37620 Tel: 1-423-573-7300 Fax: 1-423-573-7297 Email: Hlooney@unitedcentral.net Wesco Distribution, Inc. Trade debt $636,736 Attn: Pamela Senn 4510 Pennsylvania Ave, FL 3 Ste F Gillette, WY 82716 Tel: 1-307-687-0014 Fax: 1-307-686-2322 Email: pamelasenn@wesco.com Fairmont Supply Company Trade Debt $634,925 Attn: Rudi Strobl 75 Remittance Drive Dept 104 Chicago, IL 60675-1404 Tel: 1-724-514-3938 Fax: 1-724-514-3886 Email: rudistrobl@fairmontsupply.com Yampa Valley Electric Assn., Inc. Trade Debt $633,955 Attn: Megan Moore-Kemp 2211 Elk River Road Steamboat Springs, CO 80487-5076 Tel: 1-888-873-9832 Fax: 1-970-879-7270 SAP America, Inc. Trade Debt $628,783 Attn: Mary Beth Hanss 3999 West Chester Pike Newton Square, PA 19073 Tel: 1-610-661-1000 Fax: 1-610-661-1000 Coronado Coal II LLC Trade Debt $572,162 Attn: Pete Richie 4425 Anjean Road, P.O. Box G Rupert, WV 25984 Tel: 1-304-392-1000 Email: Pete.ritchie@buffaloenergydivision.com Southeastern Illinois Electric Trade Debt $555,069 Attn: Dustin Tripp 585 Highway 142 Seldorado, IL 62930-0371 Tel: 1-618-273-2611 Fax: 1-618-273-3886 Email: Dustintripp@seiec.com NXT Capital LLC Trade Debt $494,293 Attn: Bruce Frank 191 North Wacker Drive Chicago, IL 60606 Tel: 312-450-8000 Fax: 312-450-8100 Email: info@nyxtcapital.com Union Wire Rope Trade Debt $485,288 Attn: John Embray 609 North 2nd Street Kansas City, MO 64163-1244 Tel: 1-816-236-5147 Fax: 816-270-4739 Email: johnembray@wirecoworldgroup.com Brake Supply Co. Inc. Trade Debt $472,777 Attn: David Koch 5501 Foundation Blvd Evansville, IN 47725 Tel: 1-812-467-1000 Fax: 812-429-9474 Western Refining Wholesale, Inc. Trade Debt $468,840 Attn: James Marker 1250 West Washington St. #101 Tempe, AZ 85281 Tel: 1-602-286-1534 Fax: 602-683-5724 Email: james.markert@wnr.com State Board of Land Commissioner Royalty $444,176 Attn: Bill Ryan 1127 Sherman Street, Suite 300 Denver, CO 80203-2206 Tel: 303-866-3454 Email: bill.ryan@state.co.us ESCO Supply Trade Debt $432,583 Attn: Calvin Collins 14785 Collectins CTR Dr Chicago, IL 60693 Tel: 503-778-6310 Email: Calvin.collins@escocorp.com Black Hills Power, Inc. Trade Debt $405,000 Attn: Kelley Buum 625 Ninth Street Rapid City, SD 57701 Tel: 1-605-721-1700 Fax: 605-721-2597 Email: Kelly.buum@blackhillscorp.com Bridgestone Americas Inc. Trade Debt $364,191 Attn: Yusuke Koreeda 535 Marriott Drive Nashville, TN 37214-0990 Tel: 615-945-9991 Email: Koreedayusuke@bfusa.com Pension Benefit Gurantee Corp. Pension Undetermined Attn: W. Thomas Reeder Jr. Obligations P.O. Box 77000 Detroit, MI 4877-0430 Tel: 1-202-326-4000 Email: pbgcpublicaffairs@pbgc.gov PEABODY ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition -------------------------------------------------------------- Taking a major step to strengthen liquidity and reduce debt amid an unprecedented industry downturn, Peabody Energy Corporation on April 13 voluntarily filed petitions under Chapter 11 for the majority of its U.S. entities in the United States Bankruptcy Court for the Eastern District of Missouri. Through this process, the company intends to reduce its overall debt level, lower fixed charges, improve operating cash flow and position the company for long-term success, while continuing to operate under the protection of the court process. All of the company's mines and offices are continuing to operate in the ordinary course of business and are expected to continue doing so for the duration of the process. No Australian entities are included in the filings, and Australian operations are continuing as usual. "This was a difficult decision, but it is the right path forward for Peabody. We begin today to build a highly successful global leader for tomorrow," said Peabody President and Chief Executive Officer Glenn Kellow. "Through [Wednes]day's action, we will seek an in-court solution to Peabody's substantial debt burden amid a historically challenged industry backdrop. This process enables us to strengthen liquidity and reduce debt, build upon the significant operational achievements we've made in recent years and lay the foundation for long-term stability and success in the future." In connection with the process, Peabody has obtained $800 million in debtor-in-possession financing facilities, which were arranged by Citigroup and include participation of a number of the company's secured lenders and unsecured noteholders. The facilities include a $500 million term loan, a $200 million bonding accommodation facility and a cash collateralized $100 million letter of credit facility, and are subject to court approval as well as limitations as set out in the company's filings. In addition to the company's existing cash position, Peabody believes that it has sufficient liquidity to operate its business worldwide post-petition and to continue the flow of goods and services to its customers in the ordinary course. Peabody also announced today that the planned sale of the company's New Mexico and Colorado assets was terminated after the buyer was unable to complete the transaction. The factors affecting the global coal industry in recent years have been unprecedented. Industry pressures in recent years include a dramatic drop in the price of metallurgical coal, weakness in the Chinese economy, overproduction of domestic shale gas and ongoing regulatory challenges. Still, multiple third-party estimates project that both the U.S. and global coal demand will stabilize. U.S. gas prices are projected to rebound from recent lows. Globally, thermal coal is expected to continue to fuel hundreds of existing coal generating plants as well as scores more that are under construction. Coal currently fuels approximately 40 percent of global electricity and is expected to be an essential source of global electricity generation and steel making for many decades to come. "A company like Peabody with safe, efficient operations will be well positioned to serve coal demand that will continue in the United States and around the world," said Mr. Kellow. "We are a leading producer and reserve holder in our core regions of the Powder River Basin, Illinois Basin and Australia. Peabody has a new management team, outstanding workforce, unmatched asset base and strong underlying operational performance that represent a key driver in the company's future success." In 2015, all of Peabody's U.S. operations were cash-flow positive, the Australian platform earned more than the prior year despite lower prices for coal and the company's administrative expenses and capital investments were at the lowest levels in nearly a decade. Mr. Kellow noted that, throughout this process, the company will continue to be guided by its mission and values that include safety, customer focus, leadership, people, excellence, integrity and sustainability. The company also continues to take aggressive steps to improve the business with actions consistent with its core priorities in the operational, financial and portfolio areas. This process does not change Peabody's approach toward best practices in mining and its focus on sustainability to create high-quality land restoration for generations that follow. The company sees its land restoration as an essential part of the mining process, takes great pride in the work it does and has been consistently recognized for these programs. In addition, Peabody intends to continue to work with the applicable state governments and federal agencies to meet its reclamation obligations. Peabody has filed pleadings, referred to as "first day" motions, with the U.S. Bankruptcy Court. These motions are expected to enable the company to continue, among other things, paying employee wages and providing healthcare and other benefits without interruption. Also, as required under New York Stock Exchange regulations, trading in shares of the company stock on the NYSE is expected to be suspended immediately. The company also has established a call center for questions: 866-967-1783 if calling from within the U.S. or 310-751-2683 if calling from outside the U.S. or Canada. If calling from Australia: 1300 386 742 and +61 3 9415 4613 if calling from outside of Australia. Peabody is committed to communicating with stakeholders during this process. Additional information on the process can be found at PeabodyEnergy.com on the Chapter 11 Protection tab. Information about the claims process, as well as copies of the court petitions and first day motions (which contain information that has not previously been made public), will be available at www.kccllc.net/Peabody which can also be linked through the Company's website. In addition, the Company is posting on its website a declaration of its chief financial officer in support of its first day motions. This declaration includes, among other things, information about: our capital structure, including its current debt, employee and other obligations; its recent financial performance and the events leading to the filing; discussions with creditors and its current liquidity. Additional information regarding the voluntary filings, as well as an Australian intercompany credit facility, is described in its Current Report on Form 8-K filed with the Securities and Exchange Commission and is expected to be available the morning of April 13, 2016. Related to these activities, Peabody has retained Jones Day as its legal advisor, Lazard Freres & Co. LLC as its investment banker and financial advisor and FTI Consulting Inc. as its restructuring advisor. About Peabody Energy Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. (listed alphabetically). Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777.3 million in 2014 and the $512.6 million net loss in 2013. The Company reported a net loss attributable to common stockholders of $585.7 million in 2012. At Dec. 31, 2015, the Company had total assets of $11.021 billion against $10.102 billion in total liabilities, and stockholders' equity of $918.5 million. * * * Peabody Energy warned in its Form 10-K filed with the Securities and Exchange Commission on March 16, 2016, that it might have to file for bankruptcy protection and said there is "substantial doubt" about whether the company could continue to operate outside bankruptcy. Moody's Investors Service has downgraded the ratings of Peabody Energy, including the corporate family rating (CFR) to Ca from Caa3; and Standard & Poor's Ratings Services said it lowered its corporate credit rating on the Company to 'D' from 'CCC+', following the Company's announcement. Fitch Ratings also has cut Peabody Energy's long-term Issuer Default Rating (IDR) to 'C' from 'CC'. The company has been in discussions with creditors on an out of court restructuring, but Fitch views bankruptcy as a highly likely risk. PEABODY ENERGY: Receivables Purchase Agreement Revised Amid Ch.11 ----------------------------------------------------------------- Peabody Energy Corporation has an accounts receivable securitization program through its wholly owned subsidiary, P&L Receivables Company, LLC. Under the AR program, Peabody contributes a pool of eligible trade receivables to P&L Receivables, which then sells, without recourse, the receivables to various conduit and committed purchasers. Effective April 12, 2016, P&L Receivables and Peabody entered into an amendment to the Fifth Amended and Restated Receivables Purchase Agreement that modified the Receivables Purchase Agreement such that the Debtors' Chapter 11 filings would not result in an automatic termination of the AR program that would result in the acceleration of the obligations thereunder. However, if an order approving certain amendments to the AR program, the assumption of the related documents and superpriority status for the claims under the AR program is not entered on or prior to May 1, 2016, the AR Program will automatically terminate. PNC BANK, N.A., serves as Administrator and as the sole Purchaser Agent, Committed Purchaser, LC Bank and LC Participant. A full-text copy of the amendment to the Receivables Purchase Agreement is available at http://is.gd/p5037I Peabody Energy Corp., and a majority of its wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar, filed on April 13, 2016, voluntary Chapter 11 bankruptcy petitions (E.D. Mo. Case No. 16-42529) on April 13, 2016. PEABODY ENERGY: Sale of Mine Assets to Bowie Resources Cancelled ---------------------------------------------------------------- Four Star Holdings, LLC, an indirect subsidiary of Peabody Energy Corp., entered into a Purchase and Sale Agreement, dated as of November 20, 2015 with Western Megawatt Resources, LLC, a subsidiary of Bowie Resource Holdings, LLC. Four Star is the sole owner of Southwest Coal Holdings, LLC, which owns, directly and indirectly, all of the equity interests of the various entities that hold Peabody's El Segundo and Lee Ranch coal mines and related mining assets located in New Mexico and at Twentymile Mine in Colorado. Pursuant to the Purchase Agreement, Bowie would acquire 100% of the ownership interests of Southwest in exchange for $358 million in cash, subject to customary purchase price adjustments in respect of working capital, accounts receivable, debt and transaction expenses at the time of closing. On March 30, 2016, Four Star and Bowie entered into the Limited Waiver to Purchase and Sale Agreement whereby Four Star waived its termination rights under the Purchase Agreement until 11:59:59 p.m., New York time, on April 7, 2016 and Purchaser waived its termination rights under the Purchase Agreement until 11:59:59 p.m., New York time, on April 15, 2016. Pursuant to Section 7.01 of the Purchase Agreement, Four Star terminated the Purchase Agreement by written notice on April 12, 2016, effective April 12, 2016, and directed Bowie to pay the $20 million termination fee. In a press statement on Nov. 20, 2015, Peabody said it has entered into a definitive agreement to sell its New Mexico and Colorado coal assets to Bowie for $358 million in cash, subject to customary working capital adjustments. Bowie will also assume approximately $105 million in related liabilities. The transaction was entered into following a competitive bidding process. As reported by the Troubled Company Reporter on April 1, 2016, Bloomberg News' Michelle F. Davis, Jodi Xu Klein and Tim Loh reported, according to an article at Bloomberg Brief, said Bowie was scrapping a loan sale that would've funded its purchase of the mines. A source familiar with the matter told Bloomberg that Bowie dropped the $650 million financing after getting a cool reception from investors. Bowie had put the loan deal on hold in February and was seeking to renegotiate the terms of the purchase. Peabody Energy Corp., and a majority of its wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar, filed on April 13, 2016, voluntary Chapter 11 bankruptcy petitions (E.D. Mo. Case No. 16-42529) on April 13, 2016. PEABODY ENERGY: To Trade on Pink Sheets After NYSE Suspension ------------------------------------------------------------- The New York Stock Exchange on April 13, 2016, suspended trading in the common stock of Peabody Energy Corporation and notified the Company that the common stock is no longer suitable for listing pursuant to Section 8.02.01D of the NYSE continued listing standards. The NYSE reached this decision in view of the Company's April 13, 2016 announcement that it and a majority of its wholly-owned domestic subsidiaries, as well as one international subsidiary in Gibraltar, have filed voluntary petitions for reorganization under chapter 11 of Title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of Missouri. The NYSE has informed the Company that it will apply to the U.S. Securities and Exchange Commission to commence proceedings to delist the Company's common stock. The Company does not intend to appeal the NYSE's determination, and therefore it is expected that the Company's common stock will be delisted from the NYSE. The Company's common stock is expected to begin trading on the OTC Pink Sheets marketplace under the symbol BTUUQ on April 14, 2016. The Company can provide no assurance that its common stock will commence or continue trading on this market, whether broker-dealers will continue to agree to provide public quotes of the Company's common stock on this market, whether the trading volume of the Company's common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company's common stock will continue on this market in the future. PETROLEUM PRODUCTS: Creditor's Panel Hires Fisher as Counsel ------------------------------------------------------------ Petroleum Products & Services, Inc., d/b/a Wellhead Distributors International, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain Bennett G. Fisher & Associates, P.C., d/b/a Fisher & Associates, as counsel to the Committee, nunc pro tunc to March 4, 2016. Petroleum Products requires Fisher & Associates to: a. advise the Committee with respect to its rights, powers, and duties in this case; b. assist and advise the Committee in its consultations with the Debtor relative to the administration of this case; c. assist the Committee in analyzing the claims of the Debtor's creditors and in negotiating with such creditors; d. assist the Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of Debtor's business; e. advise and represent the Committee in connection with administrative matters arising in this case, including the Debtor's obtaining of credit, the sale of assets, and the rejection or assumption of executor contracts and unexpired leases; f. assist the Committee in its analysis of, and negotiation with, the Debtor, or any third party concerning matters related to, among other things, the Debtor's disclosure statement and chapter 11 plan of reorganization; g. assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in the Chapter 11 case; h. review, analyze and respond as necessary to all applications, motions, orders, statements of operations and schedules filed with the Court, and advise the Committee as to their propriety; i. assist the Committee in evaluating, and pursuing if necessary, claims and causes of action against the Debtor's secured lenders or other parties; j. assist and advise the Committee in adversary proceedings and non-bankruptcy litigation that involves the Debtor; k. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and l. represent the Committee at all hearings and other proceedings, and perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. As of January 1, 2016, the hourly rates for Fisher & Associates are: Partners $365 Senior Associates $240 Associates $150-$190 Law Clerks $100 Paralegals $95 The name, position, and hourly rate for the 2016 calendar year of Fisher & Associates professionals presently expected to be primarily responsible for providing services to the Committee are: Name Position Hourly Rate ----------------- -------- ----------- Bennett G. Fisher Partner $365 Mathew R. Encino Associate $175 Candace Russell Paralegal $95 Fisher & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Bennet G. Fisher, lawyer of Bennett G. Fisher & Associates, P.C. d/b/a Fisher & Associates 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. Fisher & Associates can be reached at: Benett G. Fisher, Esq. Mathew R. Encino, Esq. FISHER & ASSOCIATES 55 Waugh Drive, Suite 603 Houston, TX 77007 Tel: (713) 223-8400 Fax: (713) 609-7766 About Petroleum Products Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors Int'l and dba WDi) distributes API-6A wellhead equipment and valves used in the petroleum and natural gas industries. The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex., Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $10 million. The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch Westheimer, P.C. as special litigation counsel. PETROLEUM PRODUCTS: Hires Hoover Slovacek as Bankruptcy Counsel --------------------------------------------------------------- Petroleum Products & Services, Inc., d/b/a Wellhead Distributors International, sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Texas to retain Hoover Slovacek, LLP, as bankruptcy counsel, nunc pro tunc to March 4, 2016. Petroleum Products requires Hoover Slovacek to: (a) assist, advise and represent the Debtor relative to the administration of the Chapter 11 case; (b) assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of the secured creditors; (d) assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before the Bankruptcy Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of Debtor before said Courts and the U.S. Trustee; and (g) to perform all other necessary legal services in the Chapter 11 cases. Hoover Slovacek will be paid at these hourly rates: Edward L. Rothberg $450 Annie Catmull $350 Melissa Haselden $325 Curtis McCreight $310 Deirdre C. Brown $325 T. Josh Judd $300 Brendetta A. Scott $275 Legal Assistants/Paralegals $115-$175 Hoover Slovacek will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward L. Rothberg, lawyer of Hoover Slovacek, 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. As disclosed in the B.R. 2016(b) Statements attached to the Rothberg Affidavit, prior to the filing, Hoover Slovacek was paid $31,788.50 for pre-petition bankruptcy representation and counsel. Hoover Slovacek can be reached at: Edward L. Rothberg, Esq. HOOVER SLOVACEK LLP Galleria Tower II 5051 Westheimer, Ste. 1200 Houston, TX 77056 Tel: (713) 977-8686 Fax: (713) 977-5395 About Petroleum Products Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors Int'l and dba WDi) distributes API-6A wellhead equipment and valves used in the petroleum and natural gas industries. The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex., Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $10 million. The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch Westheimer, P.C. as special litigation counsel. PETROMAROC CORP: Enters Into Waiver Agreement with Debtholders -------------------------------------------------------------- PetroMaroc Corporation plc (PMA), an independent oil and gas company focused on Morocco (the "Company" or "PetroMaroc"), on April 11 disclosed that it has entered into a waiver and amending agreement (the "Waiver Agreement") with all four holders (the "Debentureholders") of the Company's Cdn $10.7 million principal amount of debentures (Cdn $9.7 million issued on April 10, 2014, Cdn $1.0 million issued on November 10, 2015 (the "Debentures"), to extend the maturity date from April 10, 2016 to September 30, 2016 (the "Maturity Date"). Payment of the quarterly interest payments (the "Deferred Interest Payments") under the Debentures shall accrue from April 10, 2016, to the Maturity Date. Pursuant to the terms of the Waiver Agreement, and subject to the TSX Venture Exchange ("TSXV") approval, the aggregate amount of all Deferred Interest Payments shall accrue interest at the previously amended annual interest rate of 15% and shall be due and owing on the Maturity Date. In consideration for entering into the Waiver Agreement, the Company has agreed to pay to the Debentureholders a fee (the "Consideration Fee") equal to 15% of the aggregate amount of their respective Deferred Interest Payments, which Consideration Fee shall be payable on the Maturity Date, in cash. The Waiver Agreement remains subject to TSXV approval. About PetroMaroc PetroMaroc -- http://www.petromaroc.co-- is an independent oil and gas company focused on its significant land position in Morocco. The Company has a 50 percent operated interest in the Sidi Moktar license area covering 2,683 square kilometres and is working closely with Morocco's National Office of Hydrocarbons and Mines (ONHYM) as a committed long-term partner to unlock the hydrocarbon potential of the region. Morocco offers a politically stable environment to work within and has favourable fiscal terms to energy producers. PetroMaroc is a public company listed on the TSX Venture Exchange under the symbol "PMA". PHARMATHENE INC: Court OKs Reorganization Plan, Exits Chapter 11 ---------------------------------------------------------------- PharmAthene, Inc., on April 13 disclosed that the U.S. Bankruptcy Court for the Southern District of New York approved a reorganization plan that lays out the terms and conditions under which SIGA Technologies, Inc. would exit from bankruptcy, effective April 12, 2016. The plan was negotiated between SIGA and the Statutory Creditor's Committee of which PharmAthene is a member. PharmAthene has received a $5 million initial payment from SIGA. The payment is creditable against final satisfaction of PharmAthene's claim of approximately $205 million plus interest and is not refundable. Under the plan, PharmAthene's judgment will be satisfied no later than October 20, 2016 by SIGA in one of the following ways, to be chosen by SIGA: -- Payment in full in cash of the unpaid balance plus interest that will accrue at 8.75% after Plan approval; or -- Delivery to PharmAthene of 100% of SIGA's common stock; or -- Such other treatment as may be mutually agreed upon by SIGA and PharmAthene and approved by the Court In the event that SIGA pays PharmAthene cash in full and barring any unexpected material events, PharmAthene currently expects that it will distribute at least 90% of the after tax net cash proceeds to its shareholders. The timing and form of distribution will depend upon PharmAthene's analysis of its current situation, applicable corporate statutes related to distributions and the economic consequences to its shareholders of any such distribution. In addition to the distribution of these cash proceeds, PharmAthene intends to seek M&A or other partnering transactions to maximize the value of its remaining assets and anthrax vaccine programs. PharmAthene will work to develop a transition plan for managing and operating SIGA as a separate business in the event SIGA decides to satisfy the judgment by delivering 100% of SIGA's stock to PharmAthene. About PharmAthene PharmAthene is a biodefense company engaged in the development of next generation medical countermeasures against biological and chemical threats. The Company's development portfolio includes two next generation Anthrax vaccines that are intended to improve protection while having favorable dosage and storage requirements compared other Anthrax vaccines. POPEXPERT INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: PopExpert, Inc. 1 Beach Street, Suite 300 San Francisco, CA 94102 Case No.: 16-30390 Chapter 11 Petition Date: April 12, 2016 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Ori Katz, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON 4 Embarcadero Center 17th Fl. San Francisco, CA 94111 Tel: (415) 434-9100 E-mail: okatz@sheppardmullin.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ingrid Sanders, chief executive officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb16-30390.pdf PROGRESSIVE SOLUTIONS: S&P Raises CCR to 'BB' Then Withdraws ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on pharmacy benefit manager Progressive Solutions LLC to 'BB' from 'B'. The outlook is negative. S&P subsequently withdrew its ratings on Progressive Solutions. "The upgrade of the corporate credit rating to 'BB' from 'B' reflects Progressive Solutions' acquisition by pharmacy benefit manager Optum Rx, which is a subsidiary of health insurance company UnitedHealth Group Inc. [A+/Negative/A-1]," said Standard & Poor's credit analyst James Uko. Given S&P's view that Progressive is a highly strategically important subsidiary of UnitedHealth, S&P raised its corporate credit rating to three notches above its original stand-alone credit profile to reflect S&P's expectation that UnitedHealth would not support Progressive Solutions under all circumstances. The subsequent withdrawal of the 'BB' corporate credit rating on Progressive Solutions and the withdrawal of all its issue-level ratings reflect the completion of UnitedHealth's acquisition of Progressive Solutions and repayment of all its debt. QUANTUM FUEL: Sec. 341(a) Meeting of Creditors on April 28 ---------------------------------------------------------- The meeting of creditors of Quantum Fuel Systems Technologies Worldwide, Inc., under 11 U.S.C. Sec. 341(a) is slated for April 28, 2016 at 1:30 p.m. (PT) at Ronald Reagan Federal Building and U.S. Courthouse, 411 West Fourth Street Room 1-154, in Santa Ana, California. The Debtor's representative must attend the meeting to be questioned under oath by the trustee and creditors. Creditors may attend, but are not required to do so. 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 drive-trains. It supplies its tanks and systems to truck and automotive original equipment manufacturers and aftermarket and OEM truck integrators worldwide. Quantum Fuel sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11202) on March 22, 2016. The petition was signed by Brian W. Olson, the CEO. Judge Mark S Wallace is assigned to the case. The Debtor listed total assets of $23.1 million and total debt of $21.7 million. Foley & Lardner LLP serves as counsel to the Debtor. Kerr, Russell and Weber, PLC, is the special corporate counsel. Garden City Group Inc. is the claims and noticing agent. QUANTUM FUEL: U.S. Trustee Forms 7-Member Committee --------------------------------------------------- The Office of the U.S. Trustee appointed seven creditors of Quantum Fuel Systems Technologies Worldwide, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Toray Carbon Fibers America, Inc. Greg Clemons, CFO P.O. Box 248 Decatur, AL 35602 (2) West Coast Gasket Co, Inc. Louis Russell, President 300 Ranger Avenue Brea, CA 92821 (3) Dowding Industries, Inc. C. Christine Dowding Metts, CEO 449 Marlin Street Eaton Rapids, MI 48827 (4) Mainstay Fuel Technologies, Inc. Rod Grandy, CEO 100 Hurricane Creek Rd. Piedmont, SC 29673 (5) Duggan Manufacturing Tony Pinho, President 50150 Ryan Road Shelby Township, MI, 48317 (6) Haskell & White LLP Rick Smetanka, Partner 300 Spectrum Center Dr. Suite 300 Irvine, CA 92618 (7) Mitsubishi Rayon Carbon Fiber & Composites, Inc. Donald J. Carter 5900 88th Street Sacramento, CA 95828 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 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. R & S ST. ROSE: U.S. Trustee Wants Case Converted or Dismissed -------------------------------------------------------------- Tracy Hope Davis, United States Trustee for Region 17, asks the U.S. Bankruptcy Court for the District of Nevada to convert R & S St. Rose Lenders, LLC's Chapter 11 case to a Chapter 7 liquidation or dismiss the case. Ms. Davis argues that cause exists to convert the case because the Debtor has sustained a substantial loss to the estate with no reasonable likelihood of rehabilitation. She contends that the case has been pending for almost five years. She further contends that although a disclosure statement was approved by the Court 21 months ago, the accompanying Amended Plan has not been confirmed despite 22 scheduled status hearings on plan confirmation. Ms. Davis relates that as of Dec. 31, 2013, the Debtor's monthly operating report reflected sale proceeds of $12,804,836. She further relates that the latest operating report for the month ending Jan. 31, 2016 reflects a closing bank balance of $11,989,984. Ms. Davis avers that the balance reflects a decline over the last two years in the amount of $814,874. She further avers that during this same period of time the Court has awarded approximately $625,511 in attorneys' fees and costs. "If, however, the Court determines that conversion is inappropriate for any reason, the United States Trustee requests in the alternative that the Court enter an order dismissing the case. Finally, in the second alternative, the United States Trustee requests that the Court set specific deadlines, pursuant to Section 105(d)(2)(B), by which the Debtor must (i) confirm a plan of reorganization as well as (ii) meet future administration requirements for prosecuting this case, including MORs and quarterly fees," Ms. Davis contends. The U.S. Trustee's Motion is scheduled for hearing on May 18, 2016 at 11:00 a.m. Tracy Hope Davis, United States Trustee for Region 17, is represented by: J. Michal Bloom, Esq. OFFICE OF THE UNITED STATES TRUSTEE 300 Las Vegas Boulevard, So., Suite 4300 Las Vegas, NV 89101 Telephone: (702)388-6600, Ext. 229 Facsimile: (702)388-6658 E-mail: j.michal.bloom@usdoj.gov R & S St. Rose Lenders, LLC, is represented by: Nedda Ghandi, Esq. Laura A. Deeter, Esq. GHANDI DEETER BLACKHAM 707 South 10th Street Las Vegas, NV 89101 Telephone: (702)878-1115 Facsimile: (702)447-9995 E-mail: nedda@ghandilaw.com laura@ghandilaw.com About R & S St. Rose Lenders Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-14973) on April 4, 2011. Rose Lenders disclosed $12,041,574 in assets and $24,502,319 in liabilities in its schedules, as amended. Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition (Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to its schedules, it disclosed $16,821,500 in total assets and $48,293,866 in total debts. R & S ST Rose Lenders' bankruptcy case is presently assigned to Judge Mike K. Nakagawa. R&S St. Rose Lenders has tapped Nedda Ghandi, Esq., of Ghandi Law Offices as bankruptcy counsel. The Debtor previously had Larson & Larson as counsel but the application was opposed by the U.S. Trustee, prompting the withdrawal. RAILYARD COMPANY: Court Directs Appointment of Chapter 11 Trustee ----------------------------------------------------------------- Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the District of New Mexico directed the United States Trustee to appoint a Chapter 11 Trustee for debtor Railyard Company, LLC. Judge Jacobvitz held that there was cause for the appointment of a Chapter 11 trustee due, in part, to the gross management of the affairs of the Debtor by current management. "The Court has carefully considered the totality of circumstances relevant to whether cause exists to appoint a Chapter 11 trustee in light of the strong presumption that a debtor should remain a debtor in possession. It is clear to the Court that Debtor's management of the Market Station project is well below industry standards, that Debtor has grossly mismanaged the project, and that other factors support appointment of a trustee... Debtor's management has fallen short with respect its obligations to Recreational Equipment, Inc. in the administration of the common area maintenance and real property tax provisions of the Sublease and its recordkeeping and reporting obligations to Thorofare. Debtor's management fostered a relationship with its lender, anchor tenant, former junior anchor tenant, and other tenants characterized by distrust and acrimony," Judge Jacobvitz held. About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. RAILYARD COMPANY: Thorofare Opposes Use of Cash Collateral ---------------------------------------------------------- Railyard Company, LLC, filed with the U.S. Bankruptcy Court for the District of New Mexico, for authorization to use cash collateral. The Debtor requires the use of cash collateral to continue the operation of its business. The Debtor has assets consisting of a leasehold interest in property located at 500 Market St. Santa Fe, New Mexico. The Debtor collects payments rom the subleasing of its commercial spaces, the proceeds of which may constitute cash collateral. Thorofare Asset Based Lending Fund III is a non-insider creditor holding a lien against cash collateral. Thorofare holds a mortgage on the Debtor's leasehold interest in 500 Market St. The Debtor proposes to pay to Thorofare $15,000 by March 31, 2016 as adequate protection and further proposes to grant Thorofare a lien as cash collateral on the funds in the Debtor's DIP account. Thorofare objected to the Debtor's Motion, citing these reasons: (1) The Debtor repeatedly has defaulted on every cash collateral order entered by either paying for unauthorized expenses out of the ordinary course of business or by failing to pay for necessary expenses to the determinant of the Property and its tenants; (2) The Motion is incredibly untimely; (3) The Motion seeks permission to retroactively approve expenses paid without seeking permission from Thorofore, or more importantly, from the Court in violation of 11 U.S.C. Section 362(c)(2); and (4) The Motion seeks to retroactively approve its operation without a cash collateral order from February 11, 2016 to date. Railyard Company is represented by: William F. Davis, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy NE, Suite A Albuquerque, NM 87109 Telephone: (505)243-6129 Facsimile: (505)247-3185 E-mail: daviswf@nmbankruptcy.com Thorofare Asset Based Lending Fund III, L.P., is represented by: Benjamin E. Thomas, Esq. Katharine C. Downey, Esq. Jacqueline N. Ortiz, Esq. SUTIN, THAYER & BROWNE, APC Post Office Box 1945 Albuquerque, NM 87103-1945 Telephone: (505)883-2500 Facsimile: (505)888-6565 E-mail: bet@sutinfirm.com kcd@sutinfirm.com jno@sutinfirm.com About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. RANCH ASSOCIATES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Ranch Associates Oil and Gas Fund, LLC PO Box 3 Medicine Lodge, KS 67104 Case No.: 16-10636 Chapter 11 Petition Date: April 12, 2016 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Robert E. Nugent Debtor's Counsel: Eric W Lomas, Esq. KLENDA AUSTERMAN LLC 1600 Epic Center 301 North Main Street Wichita, KS 67202-4816 Tel: 316-267-0331 Fax: 316-267-0333 E-mail: elomas@klendalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Harry W. Dawson, manager and sole member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. RCS CAPITAL: Cetera Debtors Propose May 2 Confirmation Hearing -------------------------------------------------------------- Cetera Advisor Networks Insurance Services LLC and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to convene a hearing on May 2, 2016, to consider confirmation of their Prepackaged Chapter 11 Plan of Reorganization. The Cetera Debtors are affiliates of RCS Capital Corporation, et al., which sought protection under Chapter 11 of the Bankruptcy Code on March 26, 2016. The Prepack Plan provides for, among other things, (i) the holders of Allowed First Lien Claims will receive a single distribution of their Pro Rata share of 38.75% of the Reorganized Holdings Equity Interests, and a Pro Rata share of the New Second Lien Facility and (ii) the holders of Allowed Second Lien Claims will receive a single distribution of their Pro Rata share of 38.75% of the Reorganized Holdings Equity Interests, and a Pro Rata share of Class B Units in the Creditor Trust. The Cetera Debtors also propose an April 27 deadline to file objections to Plan confirmation and an April 29 deadline for the Debtors to file a reply to the Plan confirmation objections. About RCS Capital New York-based RCS Capital Corporation -- http://www.rcscapital.com/-- is a full-service investment firm focused on the individual retail investor. With operating subsidiaries primarily focused on retail advice and until the completion of recently announced pending sales and divestiture of its wholesale distribution and investment banking, the company's business aims to capitalize, grow and maximize value for the investment programs its distributes and the independent advisors and clients it serves. RCS Capital Corporation and 11 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to 16-10234) on Jan. 31, 2016. The RCS Debtors' petitions were signed by David Orlofsky as chief restructuring officer. The Debtors disclosed total assets of $1.97 billion and total debts of $1.39 billion. RCS Capital Corp. disclosed total assets of $1,403,924,232 and total liabilities of $912,449,960. RCS Capital's affiliates led by Cetera Advisor Networks Insurance Services, LLC and Cetera Financial Group, Inc. filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 16-10730 to 16-10748) on March 26, 2016. The cases are jointly administered under the Chapter 11 case of RCS Capital Corporation, Case No. 16-10223. The RCS and Cetera 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. Cetera Advisor Networks Insurance Services, LLC, estimated under $50,000 in assets and $500 million to $1 billion in debts. The Cetera Debtors' petitions were signed by Carol Flaton, chief restructuring officer. RUSSELL INVESTMENT: S&P Withdraws BB Issuer Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services corrected by withdrawing its ratings on Russell Investment Group due to an error in the company's name. Separately, S&P assigned a new rating to Emerald Acquisition Ltd., which markets itself as Russell Investment Group. Emerald is a newly created entity that was established after TA Associates and Reverence Capital Partners announced the acquisition of the asset management business of Frank Russell Co. from the London Stock Exchange. RATINGS LIST Ratings Withdrawn To From Russell Investment Group Issuer Credit Rating NR/--/-- BB/Stable/-- RUSSELL INVESTMENTS: Fitch Assigns 'BB' LT Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings has assigned an expected Long-term Issuer Default Rating (IDR) and expected senior secured debt rating of 'BB(EXP)' to Russell Investments US Institutional Holdco, Inc. and Russell Investments US Retail Holdco, Inc. Fitch has also assigned an expected long-term IDR of 'BB(EXP)' to Emerald Acquisition Limited, the holding company for the combined organization (collectively referred to as Russell Investments). The Rating Outlook is Stable. The expected ratings would convert to actual ratings upon the finalization of the separation of Russell Investments from the London Stock Exchange Group (LSEG) and the execution of the secured funding facilities, provided that both are undertaken in a manner consistent with Fitch's expectations, as outlined herein. In particular, Fitch's analysis assumes that although the subsidiaries conducting international operations are not direct borrowers or guarantors, creditors would indirectly benefit from the cash-flows of these entities via the holding company guarantee from Emerald Acquisition Limited. KEY RATING DRIVERS - IDRS AND SENIOR SECURED DEBT The expected ratings reflect the company's strong franchise, asset under management (AUM) diversification across geographies and product sets, scalable business model and demonstrated track record of delivering strong fund performance relative to benchmarks. Additional strengths include the company's experienced management team and a well-articulated and reasonably achievable long-term operating strategy including maximum leverage and minimum liquidity targets. Primary rating constraints include higher initial leverage as measured by Fitch-calculated Debt/EBITDA, lower initial interest coverage as measured by Fitch-calculated EBITDA/interest expenses, lower margins as measured by Fitch-calculated gross EBITDA margins and the company's fully-secured wholesale funding profile. Other rating constraints include the sensitivity of the investment management business model to external markets, lack of operating history as a stand-alone entity and Russell Investments' expected private equity ownership by TA Associates and Reverence Capital Partners. Private equity ownership introduces the potential risk of more equity-oriented actions, particularly if the related fund(s) are approaching the end of their stated fund lives. In addition, the announced purchase price of the acquisition includes $150 million of installment payments due to LSEG from Russell Investments between 2017 and 2020. Fitch recognizes that Russell Investments' private equity sponsors have committed their funds to backstop these installment payments, however, were the funds to be unable to meet these obligations, this would further constrain Russell Investments' financial flexibility. These concerns are partially mitigated by the track record of Russell Investments' private equity owners in the investment management and financial services sectors. As of Dec. 31, 2015, Russell Investments had $241.8 billion of AUM, spread across single- and multi-asset products offered to retail and institutional investors in the U.S., EMEA, APAC and Canada. The company primarily derives revenues from traditional investment management activities, but also provides investment services (exposure management, transitions, etc.) and consulting services, which are moderate diversifiers of revenue. From a profitability perspective, Fitch-calculated gross EBITDA margins are expected to initially be in the 15% range, which is weaker than more highly rated peers. Depending on the extent to which Russell Investments is able to improve cost efficiencies and achieve scale efficiencies through AUM expansion, EBITDA margins could improve. Upon closing of the transaction, Russell Investments is expected to incur $650 million of senior secured debt while obtaining an undrawn $50 million revolving credit facility for liquidity purposes. On this basis, Fitch-calculated gross debt to EBITDA is expected to be 3.9x excluding the $150 million of installment payments or 4.8x including the $150 million of installment payments. These levels are consistent with Fitch's quantitative benchmark for 'BB' category of greater than 3.0x. In both instances, Fitch's calculations do not give credit to performance fees, which have been a modest contributor to earnings in the past but can be more variable. Management has indicated a long-term leverage target (on a net debt basis) of less than 2.0x. Were progress to be made on this, it could contribute to positive rating momentum. The exact level of EBITDA coverage of interest expenses is subject to finalizing the interest expenses on the senior secured debt, but Fitch expects it to be in line with the agency's quantitative benchmark for the 'BB' category of less than 6.0x. From a liquidity perspective, Russell Investments is expected maintain approximately $20 million in cash, along with $50 million of revolver capacity. This level of liquidity is viewed as weaker than more highly rated peers, although Fitch does recognize the cash flow generative nature of the business model. The expected rating of the senior secured debt is equalized with the expected long-term IDR reflecting Fitch's belief that the debt would have average recovery prospects in the event of default. The Stable Rating Outlook reflects Fitch's expectation that Russell Investments' franchise, diversified platform and strong cash flow generation should provide it with the ability to begin to reduce elevated leverage and manage execution risk associated with the ownership transition. RATING SENSITIVITIES - IDRS and SENIOR SECURED DEBT Fitch believes positive rating momentum is possible over the longer term, provided the company successfully executes on its deleveraging, cost improvement and margin expansion plans. Specifically, ratings could be positively influenced by Fitch-calculated Debt/EBITDA approaching or below 3.0x, Fitch-calculated gross EBITDA margins approaching or above 20%, Fitch-calculated EBITDA/interest approaching or above 6.0x and favorable investment performance and asset flows. Additional positive influences include successful execution of strategic objectives, an improvement in diversity of funding so as to include a meaningful amount of unsecured debt and successful execution of the transition to a stand-alone business. Ratings could be negatively influenced by a sustained increase in Fitch-calculated cash flow leverage beyond 5.0x, a decrease in Fitch-calculated EBITDA margins to below 10%, a decrease in Fitch-calculated EBITDA/interest expenses below 3.0x, or sustained material investment underperformance or AUM outflows. Failure to execute on articulated strategic objectives would also be viewed negatively. The senior secured debt rating would be primarily sensitive to changes in the long-term IDR of Russell Investments, and to a lesser extent the recovery prospects of the instrument. Fitch has assigned the following expected ratings: Russell Investments US Institutional Holdco, Inc. (co-borrower) Russell Investments US Retail Holdco, Inc. (co-borrower) -- Long-term IDR 'BB(EXP)'; -- Senior secured debt 'BB(EXP)'. Emerald Acquisition Limited (guarantor) -- Long-term IDR 'BB(EXP)'. The Outlook is Stable. RYCKMAN CREEK: Proposes July 7 Plan Confirmation Hearing -------------------------------------------------------- Ryckman Creek Resources, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a Joint Chapter 11 Plan of Reorganization and accompanying Disclosure Statement, which propose that, following consummation of the Plan, the Debtors' balance sheet will be deleveraged by more than $[249] million. At emergence, the Debtors anticipate that they will have liquidity of approximately $[9.5] million due to a combination of Cash on hand and availability under the Exit Facility of up to $35 million. On the Effective Date, the DIP Facility will be converted into, and the Reorganized Debtors, as borrowers, will enter into, the Exit Facility, the final form and substance of which will be acceptable to the Reorganized Debtors. The Disclosure Statement is mum as to the estimated recovery to holders of general unsecured claims. The Debtors propose for the Confirmation Hearing to commence on July 7, 2016, at 10:00 a.m. (Eastern time). The Plan Objection Deadline is June 23. A full-text copy of the Disclosure Statement dated April 11, 2016, is available at http://bankrupt.com/misc/RYCKMANds0411.pdf The Debtors are represented by George N. Panagakis, Esq., Jessica S. Kumar, Esq., Justin M. Winerman, Esq., and Tabitha J. Atkin, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, and Sarah E. Pierce, Esq., and Alison L. Mygas, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware. About Ryckman Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. As of the Petition Date, Ryckman Had approximately $333 million of prepetition bank debt. S-3 PUMP: Wants to Secure Indebtedness to Fund Fuel Purchases ------------------------------------------------------------- S-3 Pump Service, Inc., sought and obtained from Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Western District of Louisiana, Shreveport Division, authorization to incur secured indebtedness from Fleetcor Technologies Operating Company, LLC, to fund fuel purchases. The Debtor relates that due to the far-flung territory over which Debtor performs its services and the size of its periodic fuel purchases, the Debtor historically financed its fuel purchases in the ordinary course of its business through a longstanding financing arrangement with Fleetcor, under which Fleetcor arranged for the issuance to the Debtor of multiple MasterCard fuel credit cards, which were utilized by Debtor's crews and drivers for fuel purchases. The Debtor further relates that historically, it fully paid all charges under the Fuel Cards within 30 days. The Debtor believes that similar fuel financing arrangements with companies like Fleetcor on similar financing terms are customary for other, similarly situated, oilfield service providers in the oil and natural gas industry. The Debtor avers that it is desirous of maintaining its existing fuel financing arrangement with Fleetcor in Debtor's postpetition business operations. Fleetcor has required that the Debtor execute a new credit application, on substantially similar terms to the pre-petition financing terms, and additionally post a security deposit in certified funds with Fleetcor as conditions to Fleetcor's willingness to finance fuel purchases for Debtor on a post-petition basis. Specifically, Fleetcor is offering to deliver Fuel Cards to the Debtor for fuel purchases on the following terms: (a) Service fee of not more than 2% of charges; (b) Interest rate: None; (c) Maturity: Debtor will pay all fuel purchase charges within 14 days following each 30 day billing cycle; and (d) Events of default: Failure to pay the charges within 30 days, thereby entitling Fleetcor to exercise rights against the Debtor's Security Deposit. Fleetcor is requiring that Debtor deliver to Fleetcor a security deposit in certified funds of not less than the amount to be financed by Fleetcor, as a condition to Fleetcor's agreeing to this proposed financing arrangement. The Debtor anticipates that its monthly fuel purchases will total approximately $20,000 per month. The Debtor proposes to post with Fleetcor a Security Deposit in the amount of $30,000. The Debtor contends that an immediate need exists for the Debtor to obtain funds in order to purchase gasoline and diesel fuel to continue its business operations. Absent such financing, the Debtor has no means to purchase fuel, except by coordinating the weekly hand delivery of thousands of dollars of cash to its various drivers at locations hundreds of miles away from the Debtor's business office in Shreveport. If it cannot promptly purchase the necessary fuel to move its crews and equipment to new jobsites, the Debtor will be unable to generate the revenues needed to continue its business operations, and Debtor's business reputation among its customers will face irreparable damage. S-3 Pump Service, Inc., is represented by: Robert W. Johnson, Esq. BLANCHARD, WALKER, O'QUIN & ROBERTS P.O. Box 1126 333 Texas Street Shreveport, LA Telephone: (318)221-6858 Facsimile: (318)227-2967 E-mail: rjohnson@bwor.com About S-3 Pump Service S-3 Pump Service, Inc., provider of high pressure pumping service, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 16-10383) on March 4, 2016. The petition was signed by Malcolm H. Sneed, III, the president. The Debtor estimated assets and debt in the range of $10 million to $50 million. Blanchard, Walker, O'Quin & Roberts serves as the Debtor's counsel. Judge Jeffrey P. Norman is assigned to the case. SALESFORCE.COM INC: Egan-Jones Hikes FC Sr. Unsecured Rating to B ----------------------------------------------------------------- Egan-Jones Ratings Company raised foreign currency senior unsecured rating on debt issued by salesforce.com Inc. to B from B- on March 24, 2016. Salesforce.com is an American cloud computing company headquartered in San Francisco, California. SARATOGA RESOURCES: Files 363 Sale Motion, May 5 Hearing Set ------------------------------------------------------------ Saratoga Resources, Inc. on April 12 disclosed that it has filed a motion, under Section 363 of the Bankruptcy Code, to conduct a sale of all or substantially all of its assets, excluding the Company's federal leases and certain other assets that may be excluded by agreement between the Company and its first lien lender. Saratoga also filed a separate motion to establish bid procedures relating to the proposed sale which the Bankruptcy Court for the Western District of Louisiana, Lafayette Division approved at a hearing held on April 7, 2016. The 363 Motion is set for hearing on May 5, 2016 at 10:00 a.m. CST, subject to continuance, before the Bankruptcy Court. Copies of the 363 Motion and the associated bid procedures are on file and available for review at the office of the Clerk of Court, United States Bankruptcy Court, Western District of Louisiana – Lafayette Division, 214 Jefferson Street, Suite 100, Lafayette, Louisiana 70501, or may be obtained via the Court's website at www.lawb.uscourts.gov or upon written request to counsel for Saratoga, Heller, Draper, Patrick, Horn & Dabney, LLC, Attn: Cherie Nobles, 650 Poydras Street, Suite 2500, New Orleans, Louisiana 70130 or cnobles@hellerdraper.com About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com/-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. SBMC HEALTHCARE: Malpractice Suit vs. JDKG Remanded to Bankr. Court ------------------------------------------------------------------- Millard A. Johnson, individually, and Johnson DeLuca Kurisky & Gould, P.C., appeal two orders of the Bankruptcy Court entered in Adversary No. 14-03126: -- The September 18, 2014, Order: (1) Granting in Part and Denying in Part the Defendants' Motion to Dismiss; (2) Denying the Trust's Motion to Intervene in Its Entirety; (3) Granting in Part and Denying in Part the Plaintiffs' Motion for Remand (order of Partial Dismissal and Remand, Adversary Docket Entry No. 46); and -- the April 22, 2015, Order Denying Defendants' Motion to Amend or for Clarification of Judgment of Partial Dismissal and Remand Order. This case arises out of the Chapter 11 bankruptcy of SBMC Healthcare LLC, d/b/a Spring Branch Medical Center. Marty McVey was SBMC's president and 100% equity owner. On April 5, 2012, Harborcove Financial, LLC, filed suit against SBMC and against McVey individually in the Both Judicial District Court of Harris County, Texas, Cause Number 2012-20333, to collect on a loan obligation that SBMC had pledged and McVey had personally guaranteed. Harborcove sought to foreclose on its lien against SBMC's assets and to set a foreclosure sale for those assets on May 1, 2012. On April 27, 2012, Mr. Johnson and his law firm filed a prepetition answer in the Harborcove lawsuit on behalf of McVey. On the same date, i.e., April 27, 2012, SBMC entered into a written agreement with Harborcove pursuant to which SBMC would receive another 120 days to find a buyer if SBMC paid $1,525,000 of its outstanding debt to Harborcove by April 30, 2012. On March 10, 2014, McVey and McVey & Co. Investments, LLC, filed suit against Mr. Johnson and his firm in the 270th District Court of Harris County, Texas, asserting claims for legal malpractice, breach of fiduciary duty, and violations of the Texas Deceptive Trade Practices Act. Asserting that SBMC was sold for an amount that was not sufficient to cover all of its debts, McVey alleged that Mr. Johnson and his law firm's advice that SBMC file for bankruptcy caused them to suffer personal injury when creditors of SBMC sued them in their individual capacities as guarantors of SBMC's debts. In a Memorandum Opinion and Order dated March 21, 2016, which is available at http://is.gd/kCeYV4from Leagle.com, Judge Sim Lake of the United States District Court for the Southern District of Texas, Houston Division, reversed the Bankruptcy Court's April 22, 2015 order denying the Defendants' Motion to Amend or Clarify and denied the Appellants' Motion to Dismiss Putative Cross-Appeal as moot, and remanded the action to the Bankruptcy Court for further consideration. The civil case is MILLARD A. JOHNSON, Individually, and JOHNSON, DeLUCA KURISKY & GOULD, P.C., Appellants, v. MARTY McVEY, Individually, and McVEY & CO. INVESTMENTS, LLC, Appellees, Civil Action No. 15-1173 (S.D. Tex.). The adversary case is MARTY McVEY, Individually, and McVEY & CO. INVESTMENTS, LLC, Plaintiffs, v. MILLARD A. JOHNSON, Individually, and JOHNSON, DeLUCA KURISKY & GOULD, P.C., Defendants, Adversary No. 14-03126 (Bankr. S.D. Tex.). The bankruptcy case is IN RE: SBMC HEALTHCARE, LLC, Debtor, Bankruptcy No. 12-33299-H4-11 (Bankr. S.D. Tex.). SBMC Healthcare, LLC, is represented by Marilee A Madan, Esq. -- Marilee A Madan PC. SBMC Healthcare, LLC, In Re, is represented by Millard A Johnson, Esq. -- mjohnson@jdkglaw.com -- Johnson DeLuca Kurisky & Gould, P.C. & Sara Mya Keith, Esq. -- skeith@jdkglaw.com -- Johnson DeLuca Kurisky & Gould PC. Millard A Johnson, Appellant, is represented by Thomas M Fulkerson, Esq. -- tfulkerson@fulkersonlotz.com -- Fulkerson Lotz LLP. Johnson DeLuca Kurisky & Gould, PC, Appellant, is represented by Thomas M Fulkerson, Fulkerson Lotz LLP. Marty McVey, Appellee, is represented by Lance Christopher Kassab, Esq., Attorney at Law & David Eric Kassab,Esq. -- The Kassab Law Firm. McVey & Co, Invetments, LLC, Appellee, is represented by Lance Christopher Kassab, Attorney at Law & David Eric Kassab, The Kassab Law Firm. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. Judge Jeff Bohm presides over the case. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. The Debtor disclosed $40,149,593 in assets and $13,108,268 in liabilities as of the Chapter 11 filing. Marilee A. Madan, P.C. in Houston, Texas, was the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, served as the Debtor's special bankruptcy counsel. The Official Committee of Unsecured Creditors was represented by Hall Attorneys, P.C. The Committee retained BMC Group, Inc., to assist with the compilation, administration, evaluation, and production of documents and information necessary to support the Committee's duties. On March 26, 2013, the Court confirmed the First Amended Plan of Liquidation by the Official Committee of Unsecured Creditors and Joint Plan of Liquidation of the Committee and SBMC Healthcare, LLC. On April 4, 2013, the Court entered an order confirming the Joint Plan. April 10, 2013, was the Effective Date and all of the assets and rights of the SBMC Healthcare, LLC, the Debtor, including litigation claims, were transferred to the SBMC Liquidating Trust and vested pursuant to the Joint Plan and Confirmation Order. SCIO DIAMOND: Reports Full Production Restoration ------------------------------------------------- Scio Diamond Technology Corp. disclosed in a press release that it has returned to full production following its December shutdown. "We are pleased to report that our Greenville, SC factory has returned to full growing capacity following the December water line break. All growers have been repaired and are back in production," announced Gerald McGuire, president and CEO, Scio Diamond. "Our team, equipment suppliers and insurance company have worked seamlessly and tirelessly together to bring us back to full production in a remarkable amount of time. We are very appreciative of their efforts." As described in the Company's fiscal third quarter 10-Q and 3rd quarter news release, the Company experienced a water line break in its facility on Dec. 12, 2015, causing damage to its diamond growers and a significant interruption in production . The factory was partially operating again within a number of days, and is now restored to full capacity. The Company expects to show significant increases in output in March and April as the diamonds from the restored growers complete their growth cycle. The Company continues to work closely with its property loss and business interruption insurance policy carrier to account for losses due to the shutdown. "Property losses and business interruptions are events no business ever wants to endure so when they do happen, it is greatly appreciated when you have an insurance company that can mobilize to help quickly," said Jonathan Pfohl, CFO, Scio Diamond. "Our insurance provider was motivated to see us back up and running as quickly as possible and we are pleased to see how helpful they have been in our return to production." About Scio Diamond Scio Diamond Technology Corporation was incorporated under the laws of the State of Nevada as Krossbow Holding Corp. on Sept. 17, 2009. The Company's focus is on man-made diamond technology development and commercialization. Scio Diamond reported a net loss of $1.26 million on $125,677 of revenue for the three months ended Dec. 31, 2015, compared to a net loss of $1.31 million on $109,358 of revenue for the same period in 2014. For the nine months ended Dec. 31, 2015, the Company reported a net loss of $2.94 million on $534,144 of revenue compared to a net loss of $3.07 million on $667,672 of revenue for the nine months ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $10.71 million in total assets, $3.62 million in total liabilities and $7.08 million in total shareholders' equity. SDI SOLUTIONS: Hires DLA Piper as Bankruptcy Counsel ---------------------------------------------------- SDI Solutions LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ DLA Piper LLP (US) as their bankruptcy counsel, nunc pro tunc to March 13, 2016. SDI Solutions requires DLA Piper to: a. advise the Debtors with respect to their powers and duties as debtors and debtors in possession in the continued management of their properties and operation of their businesses; b. attend meetings and negotiating with representatives of creditors and other parties in interest, and advising and consulting on the conduct of the cases, including all of the legal and administrative requirements of operating in chapter 11; c. take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defense of any actions commenced against those estates, negotiations concerning litigation in which the Debtors may be involved, and objections to claims filed against the estates; d. prepare on the Debtors' behalf motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; e. prepare and negotiate on the Debtors' behalf chapter 11 plans, related disclosure statements, and all related agreements and documents, and taking any necessary action on behalf of the Debtors to obtain confirmation of such plans; f. advise the Debtors in connection with any sale of assets or other transactions; g. perform other necessary legal services and provide other necessary legal advice to the Debtors in connection with the Chapter 11 cases; and h. appear before this Court, any appellate court, and the U.S. Trustee, and protecting the interests of the Debtors' estates before such courts and the U.S. Trustee. DLA Piper will be paid on rates as provided in the Califano Declaration. To the best of the Debtors' knowledge 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. DLA Piper can be reached at: Thomas R. Califano, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 Fax: (212) 335-4501 E-mail: thomas.califano@dlapiper.com About SDI Solutions SDI Solutions LLC and SDI Opco Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Delaware) (Bankr. D. Del., Case Nos. 16-10627 and 16-10628) on March 13, 2016. The petition was signed by David Sullivan, chief executive officer. The cases are jointly administered under Case No. 16-10627. The Debtors are represented by Stuart M. Brown, Esq., Kaitlin MacKenzie Edelman, Esq., and Thomas R. Califano, Esq., at DLA Piper LLP (US). The Debtors tapped Gulf Atlantic Capital Corp. as their financial advisor and Donlin, Recano & Company Inc. as their claims and noticing agent. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. SH 130 CONCESSION: Final Cash Collateral Use Order Entered ---------------------------------------------------------- Judge Tony M. Davis on April 7, 2016 entered a final order authorizing SH 130 Concession Company, LLC, to use cash collateral. As of the Petition Date, SH130 was indebted and liable to the first lien lenders in the principal amount of at least $720,749,970 pursuant to a Senior Bank Facility Agreement dated as of March 7, 2008 with BNP Paribas, as administrative agent, Banco Santander, S.A., New York Branch, as "fronting bank". As of the Petition Date, SH130 was indebted and liable to the United States Department of Transportation, acting by and through the Federal Highway Administration ("TIFIA") in the principal amount of at least $550,875,000, plus interest accrued, and costs and any fees and expenses due and owing under the TIFIA Loan Agreement, dated as of March 7, 2008. The Pre-Petition Secured Parties have consented to (or not opposed) the Debtors' use of cash collateral in accordance with the Approved Budget. Subject only to the "carve-out", the Debtors' right to use Cash Collateral under the terms of the Final Cash Collateral Order will terminate automatically upon the earliest of the following to occur: (i) 165 days after the date of entry of the Final Order; (ii) the date of consummation of an Acceptable Plan; and (iii) an event of default. The Debtors' failure to timely achieve any of the following milestones will constitute an event of default: (1) the agreement on the terms of a restructuring in the form of an agreed upon term sheet, which terms will be acceptable to the Required Senior Lenders within 45 days of the entry of the Final Cash Collateral Order; (2) The filing of a plan of reorganization implementing the terms of the Restructuring Term Sheet and disclosure statement with respect to the Plan with the Court within 30 days of the mutual acceptance of the Restructuring Term Sheet; (3) The entry by the Court of an order approving the Disclosure Statement within 45 days of the date on which the Plan and Disclosure Statement are filed with this Court; and (4) The entry by the Court of an order confirming the Plan within 90 days of the date on which the Plan and Disclosure Statement are filed with the Court. A copy of the Final Cash Collateral Order is available for free at: http://bankrupt.com/misc/SH_130_136_Fin_Cash_Ord.pdf About SH 130 Concession Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the "Concessionaire") was formed to finance, develop, design, construct, operate, and maintain segments five and six of Texas State Highway 130 (the "Tollway") in partnership with the Texas Department of Transportation. The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016. The petitions were signed by Alfonso Orol as chief executive officer. The Debtors estimated both assets and debts in the range of $1 billion to $10 billion. Toll Road - 56 and TX 56 are holding companies that collectively hold the equity interests in the Concessionaire. They have no operations and have no creditors. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk LLC as notice, claims, solicitation, balloting and tabulation agent. Judge Tony M. Davis has been assigned the case. SIGA TECHNOLOGIES: Exits Chapter 11 Bankruptcy Protection --------------------------------------------------------- SIGA Technologies, Inc., a company specializing in the commercialization of solutions for serious unmet medical needs and biothreats, on April 12 disclosed that the United States Bankruptcy Court for the Southern District of New York has entered an order confirming the Debtor's Third Amended Chapter 11 Plan, dated April 7, 2016, and, as a result, SIGA has successfully emerged from chapter 11. A copy of the Plan, as confirmed by the Bankruptcy Court, can be found at: https://cases.primeclerk.com/siga/ "We are pleased the Bankruptcy Court has confirmed the Plan and that we have successfully emerged from chapter 11. We look forward to satisfying the judgment resulting from the litigation with PharmAthene, Inc., focusing on growing our business and supplying the U.S. Government and other jurisdictions with important bio-threat protection," said Eric Rose, Chairman and CEO, SIGA Technologies, Inc. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due May 14, 2015. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at Proskauer Rose LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. SPORTS AUTHORITY: Hires Irell & Manella as Special Counsel ---------------------------------------------------------- Sports Authority Holdings, et al. seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Irell & Manella LLP as special counsel, nunc pro tunc to March 4, 2016, to represent them in connection with the DIP Credit Agreement and any further issues that might arise in which the Court or the parties believe that the Applicant Debtors should be represented by separate counsel. In connection with these services, Irell anticipates preparing, on behalf of the Applicant Debtors, any necessary legal papers; appearing in Court and protecting the interests of the Applicant Debtors before the Court; and performing all other legal services for the Applicant Debtors that may be necessary and proper in these proceedings for the purposes of this engagement. Irell & Manella will be paid at these hourly rates: Jeffrey M. Reisner $1,135 Michael H. Strub, Jr. $895 Kerri Lyman $870 Irell & Manella will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey M. Reisner, partner of Irell & Manella, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the motion on April 26, 2016, at 11:30 a.m. Objections were due April 6, 2016. Irell & Manella can be reached at: Jeffrey M. Reisner, Esq. Michael H. Strub, Jr., Esq. IRELL & MANELLA LLP 840 Newport Beach Blvd. Newport Beach, CA 92660 Tel: (949) 760-0991 Fax: (949) 760-5200 E-mail: jreisner@irell.com mstrub@irell.com 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. SPX CORP: Egan-Jones Lowers Sr. Unsecured Rating to BB+ ------------------------------------------------------- Egan-Jones Ratings Company downgraded senior unsecured rating on debt issued by SPX Corp. to BB+ from BBB- on March 28, 2016. SPX Corporation is a diversified, global supplier of infrastructure equipment with scalable growth platforms in heating, ventilation and air conditioning, and detection and measurement markets, and a strong presence in power and energy markets. STONE ENERGY: Putnam Investments Reports 1% Stake as of March 31 ---------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Putnam Investments, LLC d/b/a/ Putnam Investments reported that as of March 31, 2016, it beneficially owns 548,048 shares of common stock of Stone Energy Corp. representing 1 percent of the shares outstanding. Putnam Investment Management also disclosed beneficial ownership of 530,183 shares as of that date. A copy of the regulatory filing is available at no charge at http://is.gd/vtsux3 About Stone Energy Stone Energy is an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company has been operating in the Gulf of Mexico Basin since its incorporation in 1993 and have established a technical and operational expertise in this area. The Company has leveraged its experience in the GOM conventional shelf and expanded its reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the Company's estimated proved oil and natural gas reserves were approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95 MMBoe or 570 Bcfe of the Company's estimated proved reserves were revised downward as a result of lower oil, natural gas and natural gas liquids prices. Stone Energy reported a net loss of $1.1 billion in 2015 following a net loss of $189.54 million in 2014. As of Dec. 31, 2015, the Company had $1.41 billion in total assets, $1.44 billion in total liabilities, and a $39.8 million total stockholders' deficit. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Stone Energy Corp. to 'CCC-' from 'CCC+'. Stone Energy Corporation carries a B3 Corporate Family Rating from Moody's Investors Service. TECK RESOURCE: Egan-Jones Assigns BB- FC Sr. Unsec. Debt Rating --------------------------------------------------------------- Egan-Jones Ratings Company assigned a BB- foreign currency senior unsecured rating to debt issued by Teck Resource Ltd. on March 24, 2016. EJR also lowered its local currency senior unsecured rating on debt issued by the Company to BB- from BB. Teck Resources Limited, known as Teck Cominco until late 2008, is a Canadian metals and mining company. TEXAS REGENCY: Seeks Approval of $10.6-Mil. Regency Square Sale --------------------------------------------------------------- Texas Regency Apartments, L.P., asks the U.S. Bankruptcy Court for the Southern District of Texas, to authorize the sale of Regency Square, free and clear of all liens, claims and encumbrances to HB Apartments, LLC, and to transfer all liens, claims and encumbrances to the proceeds of the sale. Regency Square is a 313-unit multi-family residential apartment complex located at 7222 Bellerive Drive, Houston, Texas. It is the sole real estate asset of the Debtor. The Debtor relates that its Second Modified Plan has been confirmed and the authority to sell the real property as part of the Plan funding has been established. It further relates that pursuant to the request of HB Apartments and its counsel, and Chicago Title Insurance Company, the Debtor is seeking clarification and further Bankruptcy Court approval of the Debtor's authority to sell Regency Square to HB Apartments, in accordance with the Debtor's Confirmed Second Modified Plan of Reorganization. The key terms of the sale, among others, are as follows: (a) Buyer: HB Apartments, LLC (b) Total Consideration: $10,600,000 (c) Effective Date of Contract: March 18, 2016 (d) Earnest Money: The Contract requires $250,000 in earnest money (e) Closing Date: No later than May 2, 2016 The Debtor believes that entering into a contract with HB Apartments is advantageous because HB Apartment's current all cash offer of $10,600,000 is favorable in light of the recent contracts, with financing contingencies, received on Regency Square. The Debtor contends that granting its motion to sell Regency Square is in the best interest of the estate, because it will permit the estate to realize the maximum value for this property, in the shortest period of time, with the greatest certainty that the sale will be consummated. Texas Regency Apartments is represented by: Matthew Hoffman, Esq. Alan B. Saweris, Esq. HOFFMAN & SAWERIS, P.C. Riviana Building 2777 Allen Parkway, Suite 1000 Houston, TX 77019 Telephone: (713)654-9990 Facsimile: (713)654-0038 About Texas Regency Apartments Texas Regency Apartments, L.P., owner of the 313-unit Regency Square Apartments at 7222 Bellerive Dr., Houston, Texas, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-33188) in Houston, Texas, on June 10, 2015. Gordon Steele, the CFO, signed the petition. Judge David R. Jones presides over the case. The Debtor tapped Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, P.C., as counsel. The Debtor disclosed total assets of $11.1 million and total debts of $11.4 million in its schedules. TRAVELPORT WORLDWIDE: May Issue 499,086 shares Under Plan --------------------------------------------------------- Travelport Worldwide Limited filed with the Securities and Exchange Commission a Form S-8 registration statement to register 499,086 common shares that may be issued under the Company's 2015 MTT Incentive Plan. A copy of the regulatory filing is available for free at http://is.gd/66Tbd3 About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. As of Dec. 31, 2015, Travelport had $2.92 billion in total assets, $3.25 billion in total liabilities and a total deficit of $323 million. * * * As reported by the TCR on March 8, 2016, Standard & Poor's Ratings Services raised to 'B+' from 'B' its long-term corporate credit rating on U.K.-based travel services provider Travelport Worldwide Ltd. The outlook is stable. VALEANT PHARMA: Receives Default Notice Due to Delayed 10-K Filing ------------------------------------------------------------------ Valeant Pharmaceuticals International, Inc. on April 12 disclosed that it has received a notice of default from holders of its 5.5% Notes due 2023 as a result of the delay in the Company filing its Form 10-K for the fiscal year ended December 31, 2015. The Company discussed on its March 15, 2016 preliminary earnings call the possibility of receipt of such notice. Under its bond indentures, the Company has until June 11, 2016, 60 days from the receipt of the notice, to file its 10-K, which will cure the default in all respects. The Company is working diligently and is on schedule to file its 10-K on or before April 29, 2016. The notice of default does not result in the acceleration of any of the Company's indebtedness. As previously announced, the Ad Hoc Committee of the board of directors has completed its review of various Philidor and related accounting matters and has not identified any additional items that would require restatements beyond those required by matters previously disclosed. The Company is in the process of restating the affected financial statements, and the restated financial statements will be included in the Company's Form 10-K for the fiscal year ended December 31, 2015, which the Company intends to file with the Securities and Exchange Commission and the Canadian Securities Regulators on or before April 29, 2016. Laval, Quebec-based Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) -- http://www.valeant.com/-- is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorder, eye health, neurology and branded generics. VALEANT PHARMACEUTICALS: Defaults Under 2012 Credit Pact Waived --------------------------------------------------------------- Valeant Pharmaceuticals International, Inc., on April 11, 2016, entered into an amendment and waiver to its Third Amended and Restated Credit and Guaranty Agreement, dated as of Feb. 13, 2012, with Barclays Bank PLC, as administrative agent. As disclosed in a Form 8-K report filed with the Securities and Exchange Commission, amendment No. 12 extends the deadline for filing (i) the Company's Form 10-K for the fiscal year ended Dec. 31, 2015, to May 31, 2016, and (ii) the Company's Form 10-Q for the fiscal quarter ended March 31, 2016, to July 31, 2016. In addition, Amendment No. 12 waives the cross-default under the Credit Agreement to Valeant's indentures that arose when the Form 10-K for the fiscal year ended Dec. 31, 2015, was not filed by March 15, 2016, as well as any cross default that may arise under the Company's other indebtedness from the failure to timely deliver the Form 10-K. Any cross default that may arise under the indentures or the Company's other indebtedness as a result of any delay in filing the Company's Form 10-Q for the fiscal quarter ended March 31, 2016, was also waived by Amendment No. 12. In addition, Amendment No. 12 waives any defaults or events of default that may have resulted from the prior delivery of financial statements or information that included the inaccurate information described in the Company's press release dated March 21, 2016, the Company's Form 12b-25 filing dated Feb. 29, 2016 and the Company's Form 8-K filing dated March 21, 2016. Amendment No. 12 imposes a number of restrictions on the Company and its subsidiaries until the time that (i) the Company delivers its Form 10-K for the fiscal year ended Dec. 31, 2015, and its Form 10-Q for the fiscal quarter ended March 31, 2016 and (ii) the leverage ratio of the Company and its subsidiaries is less than 4.50 to 1.00, including imposing a $250,000,000 aggregate cap on permitted acquisitions, a restriction on the incurrence of debt to finance permitted acquisitions and a requirement that all net asset sale proceeds be used to repay the term loans instead of being reinvested in the business. In addition, the Company's ability to make investments and restricted payments using the general basket under the Credit Agreement will also be restricted and subject to the Transaction Cap until such time that the Financial Reporting Requirements are satisfied and the leverage ratio of the Company and its subsidiaries is less than 4.00 to 1.00. Amendment No. 12 also increases the interest rate applicable to the Company's loans under the Credit Agreement by 1.00% until delivery of the Company's financial statements for the fiscal quarter ending June 30, 2017. Thereafter, the interest rate applicable to the loans will be determined on the basis of a pricing grid tied to the Company's secured leverage ratio. Amendment No. 12 reduces the minimum interest coverage ratio covenant under the Credit Agreement from 3.00 to 1.00 to 2.75 to 1.00 for any fiscal quarter from June 30, 2016 through March 31, 2017. Amendment No. 12 also modifies certain add-backs to Consolidated Adjusted EBITDA under the Credit Agreement, including increasing the add-back for (i) restructuring charges in any twelve-month period to $200,000,000 from $125,000,000 and (ii) fees and expenses in connection with any proposed or actual issuance of debt, equity, acquisitions, investments, assets sales or divestitures to $150,000,000 from $75,000,000 for any twelve month period ending on or prior to March 31, 2017. The definition of "Consolidated Adjusted EBITDA" has also been modified to add back fees and expenses in connection with any amendment or modification of the Credit Agreement or any other indebtedness, and to permit up to $175,000,000 to be added back in connection with costs, fees and expenses relating to Philidor Rx Services-related matters and/or product pricing-related matters, the Inaccurate Information and any review by the Company's board of directors, including any special or ad hoc committee of the board, related to Philidor Rx Services-related matters and/or product pricing-related matters and the Inaccurate Information. Amendment No. 12 modifies the definition of "Pro Forma Basis" under the Credit Agreement to allow the Company to give pro forma effect to any incurrence or repayment of indebtedness (other than indebtedness incurred or repaid under any revolving credit facility and any repayment of indebtedness with the proceeds of borrowings under any revolving credit facility) when making certain financial covenant calculations in connection with certain transactions. Amendment No. 12 also permits the Company to incur up to $750,000,000 of additional unsecured indebtedness at any time. This basket previously expired on April 1, 2016. The Company paid each lender that consented to Amendment No. 12 a fee equal to 0.50% of the aggregate principal amount of outstanding term loans and revolving commitments held by such lender. Meanwhile, the Company made a voluntary prepayment in the amount of $125,000,000 on April 1, 2016, that was applied pro rata across the Company's term loans. The voluntary prepayment represents an estimate of the mandatory excess cash flow payment for the fiscal year ended Dec. 31, 2015, based on preliminary 2015 results. A copy of the Amendment No. 12 is available at no charge at: http://is.gd/EToxsn About Valeant Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorder, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com. As of Sept. 30, 2015, Valeant had US$48.45 billion in total assets, US$41.98 billion in total liabilities and US$6.46 billion in total equity. * * * Valeant carries a B2 Corporate Family Rating from Moody's Investors Service and 'B+' corporate credit rating from Standard & Poor's Ratings Services. VALENCIA COLLEGE: 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 Valencia College Shopping Center, LTD. Valencia College Shopping Center, LTD sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Florida (Orlando) (Case No. 16-01611) on March 10, 2016. The petition was signed by Kyungho So, president of Marque Development Group Corp, general partner of Valencia College Shopping Center, Ltd. The Debtor is represented by Jeffrey Ainsworth, Esq., and Robert B. Branson, Esq., at Brasonlaw PLLC. The Debtor disclosed total assets of $1.93 million and total debts of $99,434. VENOCO INC: May 16 Hearing on Disclosure Statement Approval ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will commence a hearing on May 16, 2016, at 11:00 a.m., (Eastern time), to consider approval of the disclosure statement explaining Venoco, Inc., et al.'s Joint Chapter 11 Plan of Reorganization. The deadline for filing and serving objections to the Disclosure Statement Motion, including the Disclosure Statement and related procedures, is May 9. The Plan contemplates the implementation of a debt-to-equity conversion of a substantial portion of the Debtors' prepetition funded indebtedness, which will result in a significantly deleveraged balance sheet for the Reorganized Debtors upon emergence. The compromises and settlements embodied in the Plan preserve value by enabling the Debtors to avoid costly and time-consuming litigation that would delay the Debtors' emergence from Chapter 11. The Plan provides a framework for a comprehensive restructuring of the Debtors that includes (a) an exchange of the First Lien Notes Claims for 90% of the Reorganized Debtors' equity issued and outstanding as of the Effective Date; (b) an exchange of the Second Lien Notes Claims for warrants for 10% of the Reorganized Debtors at a strike price equal to the First Lien Notes Claims; (c) an exchange of the 8.875% Senior Notes Claims; and (d) an exchange of the Claims held by holders of the Senior PIK Toggle Notes for warrants for 2% of the equity of the Reorganized Debtors at a strike price equal to the First Lien Notes Claims, the Second Lien Notes Claims and the 8.875% Senior Notes Claims. With respect to General Unsecured Claims, if the holders of General Unsecured Claims against DPC vote as a Class to accept the Plan, those holders will receive their Pro Rata Share of (a) the New DPC Warrants and (b) the DPC Residual Value. If those holders vote as a Class to reject the Plan, the recovery is limited to the DPC Residual Value. If the holders of General Unsecured Claims against Venoco and the Venoco Subs vote as a Class to accept the Plan, such holders will receive their Pro Rata Share of the V6 Cash. If such holders vote to as a Class to reject the Plan, such holders will receive their Pro Rata Share of the Venoco Residual Value, if any. The Debtors are represented by Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Delaware; Robert G. Burns, Esq., Robin J. Miles, Esq., and Rebekah T. Scherr, Esq., at Bracewell LLP, in New York; and Mark E. Dendinger, Esq., at Bracewell LLP, in Hartford, Connecticut. About Venoco Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation, TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy South Texas, L.P. are independent energy companies primarily focused on the acquisition, exploration, production and development of oil and gas properties in California. As of the Petition Date, the Debtors held interests in approximately 72,053 net acres in California, of which 48,836 are developed. Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. Scott M. Pinsonnault signed the petition as chief financial officer and chief restructuring officer. The Debtors estimated assets in the range of $100 million to $500 million and debts in the range of $500 million to $1 billion. The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and Bracewell LLP as counsel; PJT Partners LP as financial advisor; Deloitte LLP as restructuring advisor; Ernst & Young LLP as independent auditor and tax advisor; and BMC Group, Inc. as notice, claims and balloting agent. Hon. Kevin Gross has been assigned the cases. VERSO CORP: Gets Court Approval for CRCC Agreement -------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has approved an agreement between an affiliate of Verso Corp. and C Reiss Coal Company. Under the deal, NewPage Wisconsin System Inc. agreed to reduce the $1.5 million letter of credit it provided to C Reiss, a coal supplier, to $550,000. The agreement also allowed C Reiss to apply approximately $60,697 owed by NewPage for "prepetition invoices" against the letter of credit. A copy of the agreement is available for free at http://is.gd/PnFZyj 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. On Feb. 23, 2016, Verso Paper Holdings LLC and its 12 affiliates ("Verso Debtors") employed Quinn Emanuel Urquhart & Sullivan LLP as special conflicts counsel and Whiteford, Taylor & Preston LLC as Delaware special conflicts counsel. Meanwhile, NewPage Corp. and its 10 affiliates employed Latham & Watkins LLP and Pepper Hamilton LLP as their special conflicts counsel and Delaware special conflicts counsel, respectively. 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: May 9 Hearing on Disclosure Statement Approval ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing to consider approval of the Disclosure Statement explaining Verso Corporation, et al.'s Joint Chapter 11 Plan of Reorganization on May 9, 2016, at 10:00 a.m. (prevailing Eastern time). Objections are due May 2. Under the Plan, 100% of the equity of Reorganized Verso will be issued to the Debtors' existing creditors, subject to dilution by equity issued to the Reorganized Debtors’ employees under the Management Incentive Plan and the Plan Warrants. Specifically, holders of Allowed Verso First Lien Claims will receive 50% of Reorganized Verso's equity (plus warrants to purchase additional equity), holders of NewPage Roll-Up DIP Claims and NewPage Term Loan Claims will receive 47% of Reorganized Verso's equity, holders of Verso Senior Debt Claims will receive 2.85% of Reorganized Verso's equity, and holders of Verso Subordinated Debt Claims will receive the remaining 0.15% of Reorganized Verso's equity. The Plan also provides for the payment in full in cash of claims under the Verso Debtors' debtor in possession asset-based financing facility, Claims under the NewPage Debtors' debtor-in-possession asset-based financing facility, Claims relating to the "new money" portion of the NewPage Debtors' debtor-in-possession term loan facility, and Claims entitled to administrative expense or priority status under the Bankruptcy Code. A full-text copy of the Disclosure Statement dated March 26, 2016, is available at http://bankrupt.com/misc/VERSOds0326.pdf The Debtors are represented by Mark D. Collins, Esq., Michael J. Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and George A. Davis, Esq., Suzzanne S. Uhland, Esq., Peter Friedman, Esq., Andrew M. Parlen, Esq., and Diana M. Perez, Esq., at O'Melveny & Myers LLP, in New York. 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 CORPORATION: Hires PwC as Accounting Services Provider ------------------------------------------------------------ Verso Corporation and its debtor-affiliates ask permission from the U.S. Bankruptcy Court for the District of Delaware to employ PricewaterhouseCoopers LLC as bankruptcy and emergence accounting services provider, nunc pro tunc to March 16, 2016. The services that PwC will render to the Debtors in these cases may include the following: (a) Prepare a detailed listing of accounting and operational issues that will need to be resolved prior to emergence, including, but not limited to: -- gain an understanding of the key bankruptcy filings; -- determine the applicability of Fresh Start Accounting; -- reconcile Reorganization Value to Enterprise Value to prepare the new balance sheet; -- determine new segment reporting or reporting units; -- apply Fresh Start Accounting to each individual trial balance account; -- prepare work papers that are both effective and efficient in explaining all of the required adjustments both for management's records and for discussions with Debtors' external auditors; -- determine new accounting policies for the emerged company; and -- record the impact of Fresh Start Accounting and the Plan of Reorganization to the Debtors' general ledger. (b) Implement Phase I accounting advisory support, including, but not limited to: -- advise management on the creation of the project plan that applies to both operational and financial requirements for accounting for emergence from bankruptcy; -- advise management on the timing of milestones and milestone interdependencies; communication framework, including related status reporting; governance structure; resource requirements; issue resolution process; and the responsibilities of various project teams/participants; -- advise management on system impacts for Fresh Start Accounting; -- advise management on what whitepapers will be required to support the company's accounting position elections; and -- advise management on the applicability and determination of a convenience date, if the company does not emerge on a natural period end. (c) Implement Phase II accounting advisory support, including, but not limited to: -- advise management on coordination with their auditors on key accounting and operational matters; -- draft whitepapers regarding accounting issues; -- advise management on their execution of the development of the accounting documentation that supports all of the individual transactions that make up the 4 column balance sheet; and -- advise management on the potential operational matters on the Debtors' systems regarding implementation of Fresh Start Accounting. PwC will be paid at these hourly rates: Partner/Managing Director $693-$980 Director/Sr. Manager $624-$711 Manager $486-$577 Staff $343-$406 Admin $125 PwC will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors anticipate the fees for PwC's Services to be between $300,000 and $400,000. Steve Lilley, partner of PwC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the motion on April 20, 2016, at 10:00 a.m. Objections were due April 13, 2016. PwC can be reached at: Steve Lilley PRICEWATERHOUSECOOPERS LLP 2001 Ross Avenue, Suite 1800 Dallas, TX 75201 Tel: (214) 754-4804 About Verso Corporation Verso Corporation is a 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 CORPORATION: Taps Hilco Valuation as Appraiser ---------------------------------------------------- Verso Corporation and its debtor-affiliates ask permission from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Valuation Services, LLC as appraiser and valuation consultant, nunc pro tunc to March 7, 2016. Pursuant to the Engagement Letters, Hilco Valuation has agreed to provide the Debtors with: (a) a Fair Value appraisal of the Debtors' machinery and equipment; (b) an Orderly Liquidation Value and Net Orderly Liquidation Value of the Debtors' machinery and equipment; and (c) an Orderly Liquidation Value In-Place and Net Orderly Liquidation Value In-Place of the Debtors' machinery and equipment. Hilco Valuation will be compensated in accordance with the fee structure set forth in the Engagement Letters, which provides that Hilco Valuation will be paid: -- a flat fee of $243,500 plus -- normal and customary travel expenses. On February 25, 2016, the Debtors provided Hilco Valuation with a retainer of $121,750 and will remit the remaining amount of fees and expenses upon Hilco Valuation's completion of the Appraisals and the Debtors' receipt of the final invoice from Hilco Valuation. Ryan Lawlor, vice president and assistant general counsel for Hilco Trading, LLC, the parent company of Hilco Valuation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the motion on April 20, 2016, at 10:00 a.m. Objections were due April 13, 2016. Hilco Valuation can be reached at: Ryan Lawlor HILCO VALUATION SERVICES, LLC 5 Revere Drive, Suite 300 Northbrook, IL 60062 Tel: (847) 849-2946 Fax: (847) 272-1952 About Verso Corporation Verso Corporation is a 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. VERTELLUS SPECIALTIES: S&P Lowers CCR to 'D' on Missed Payment -------------------------------------------------------------- Standard & Poor's Rating Services lowered its corporate credit rating on Vertellus Specialties Inc. to 'D' from 'CCC'. In addition, S&P lowered the rating on the company's $455 million first-lien term loan due in 2019 to 'D' from 'CCC'. The recovery rating remains '4', indicating S&P's expectation for average (lower end of the 30% to 50% range) recovery in the event of a payment default. The 'D' rating reflects S&P's view of Vertellus' failure to make its April interest payment on its senior secured loan due 2019. VICTORY ENERGY: Hires New Interim Chief Financial Officer --------------------------------------------------------- Victory Energy Corporation's board of directors has appointed Jeff Marlowe as its interim chief financial officer, according to a company press release. Mr. Marlowe will replace Fred J. Smith, Jr. who resigned from the company last week to pursue other opportunities. Prior to joining the Company, Mr. Marlowe held the position of director of general accounting at Forestar Group, Inc., a real estate and natural resource development company, where he directed a multi-location accounting team encompassing employees in both the real estate and oil and gas business segments. Prior to his post at Forestar, from 2009 to 2013, Mr. Marlowe was employed by Davis Petroleum Corp., a private-equity owned oil and gas company, where he first started as corporate controller and was eventually promoted to vice president & controller and was the most senior financial officer of the company. Before his role at Davis Petroleum, Mr. Marlowe served as controller at Kayne Anderson Fund Advisors, LLC and was the financial reporting manager at Rosetta Resources. He started his career in public accounting in the Global Energy Practice at PwC, LLP as an audit manager in both their Houston and London, UK offices. Mr. Marlowe graduated from Texas A&M University in 1997 with a BBA in Accounting and Finance and is a Certified Public Accountant in the State of Texas. "We welcome Jeff to the position and are very pleased to have someone of his caliber and financial skill set serve as our Interim CFO," said Kenny Hill, chief executive officer of Victory Energy. "Jeff brings the perfect combination of skills, experience, dedicated work ethic and leadership abilities that we need to execute our strategy of growth through acquisitions. His proven and concentrated experience in the oil and gas industry, dedication to quality people management and history of driving internal systems, measurement and process improvement are ideal. We believe these qualities will be instrumental as we execute our business plan and navigate through the current commodity price cycle downturn. "On behalf of our board and management team I would like to thank Fred Smith for his service and commitment during his time as Chief Financial Officer at Victory Energy and wish him the best in his future endeavors," added Mr. Hill. In connection with the appointment of Mr. Marlowe, on April 8, 2016, the Company entered into a consulting agreement with Bridgepoint Consulting LLC, the employer of Mr. Marlowe. Pursuant to the agreement, Bridgepoint will receive compensation of $190 per hour. A deposit of $30,000 will also be provided to serve as a retainer and replenished at least monthly. Bridgepoint will only bill for actual hours incurred and no minimum hours are required. Travel hours will be billed at half the contracted rate. Bridgepoint is an independent contractor. The agreement may be terminated by either Bridgepoint or the Company upon two weeks' notice. It is subject to a one-year non-solicitation agreement pursuant to which the Company agreed not to employ any employee (including Mr. Marlowe) for the term of the agreement and the following 12 months without the consent of Bridgepoint. About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $4.90 million on $650,648 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $4.22 million on $695,318 of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Victory Energy had $1 million in total assets, $3.73 million in total liabilities and a total stockholders' deficit of $2.72 million. Weaver and Tidwell, L.L.P., 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 experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. VICTORY ENERGY: Reports Fiscal 2015 Financial Results ----------------------------------------------------- Victory Energy Corporation announced operating results for the 12 months ended Dec. 31, 2015. Fiscal 2015 Highlights * Received investment capital of $2.9 million from partner Navitus Energy Group (NEG) in fiscal 2015. * Added working interest in five South Texas Eagle Ford oil wells as part of the settlement agreement associated with the terminated Lucas Energy merger. * Increased total oil production 87% to 12,152 (Bbl) from 6,509 (Bbl) in fiscal 2014. * Increased Barrels of oil equivalent 31% to 50 BOE/d (66% oil) from 39 BOE/d in fiscal 2014. * Decreased production costs 28% per BOE prices in fiscal 2015. * At Dec. 31, 2015, the Company held a working interest in 37 gross wells located in the states of Texas and New Mexico. "Given a full twelve months of depressed commodity prices, I remain very proud of the team here at Victory Energy in achieving 87% growth in oil production as well as an increase in total gross wells, all while recording a decrease in lease operating expenses," commented Kenny Hill, chief executive officer of Victory Energy. "We remain diligent in seeking potential acquisition targets with proved producing reserves, limited mandatory development risk and limited lease expiration exposure. The depressed commodity market has created voluminous opportunities to acquire properties at attractive valuations and we are confident that further opportunities will present themselves. "Investment capital from our long-time partner Navitus Energy Group (NEG) has positively and substantially impacted Victory Energy through the past twelve months more than at any time during the partnership since its creation in 2008. Navitus is currently raising up to $15 million of investment capital via a private placement to help fund operations and acquire developing targeted oil and gas opportunities," said Mr. Hill. Victory Energy is an independent, growth oriented oil and natural gas Company focused on acquiring, developing and producing oil and natural gas properties generally in multiple Texas plays. Through its partnership interest in Aurora Energy Partners, the company is able to acquire needed capital when ideal projects, with specific capital return and development profiles become available. The Company's oil and gas revenue fluctuations are directly related to the volumes produced and the commodity prices paid over the respective periods presented. Despite a 28% decline in prices, Oil and Natural Gas revenues only decreased $44,670 or 6% from $695,318 to $650,648 for the twelve months ended Dec. 31, 2015, compared to the twelve months ended Dec. 31, 2014. Lease operating expenses decreased $30,407 to $159,800 or 16% from $190,207 for the twelve months ended Dec. 31, 2015. The decline is primarily the result of lower per BOE lease operating expense rates of its new Eagle Ford area wells held by the Company at Dec. 31, 2015. General and administrative expenses increased $1.7 million or 63% to $4.4 million for the twelve months ended Dec. 31, 2015, from $2.7 million for the twelve months ended Dec. 31, 2014. The increase is primarily due to continued efforts to expand operations, become timely with all SEC filings and asset related transactions, as well as share based compensation costs and professional fees associated with the Lucas Energy business combination transaction. Net loss attributable to Victory Energy was $4.2 million or a loss of $0.14 per share, for the twelve months ended Dec. 31, 2015, compared to a net loss of $3.2 million or $0.11 per share for the prior year. The weighted average shares outstanding at Dec. 31, 2015, were 29.8 million shares compared to 28.5 million as of Dec. 31, 2014. A full-text copy of the press release is available for free at: http://is.gd/aIQQtc About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $4.90 million on $650,648 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $4.22 million on $695,318 of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Victory Energy had $1 million in total assets, $3.73 million in total liabilities and a total stockholders' deficit of $2.72 million. Weaver and Tidwell, L.L.P., 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 experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. VOYA FINANCIAL: Fitch Affirms 'BB+' Jr. Subordinated Debt Rating ---------------------------------------------------------------- Fitch Ratings has affirmed Voya Financial, Inc.'s (Voya) senior debt rating at 'BBB' and junior subordinated debt rating at 'BB+'. The Insurer Financial Strength (IFS) ratings of the U.S. operating entities have also been affirmed at 'A'. The Rating Outlook for all ratings is Stable. The affirmation reflects Voya's balance sheet strength and ample debt servicing capacity. Voya's ratings also reflect the large scale and solid business profile in retirement, employee benefits and universal life markets, improved operating performance within its core businesses, and conservative investment portfolio. Offsetting these positives are the challenges related to the run-off of Voya's $39 billion closed-block VA book and ongoing headwinds associated with the low rate environment, which negatively impacts earnings and reserve adequacy. KEY RATING DRIVERS During 2015, Voya reported pre-tax operating income of $978 million and an operating return on equity (ROE) of 7.0%. Pre-tax operating income for the ongoing business was down 12% in 2015 due to higher claims severity in the life segment, lower fee income in the recordkeeping and full service businesses, lower alternative investment income, the impact of the continued low interest rate environment on reinvestment rates and higher operating expenses as a result of the company's strategic investment program. Voya will be making incremental investments of $350 million over the next four years designed to increase growth and reduce costs. While Voya expects operating income to improve, operating ROE will continue to be impacted by the significant amount of capital supporting the closed block VA and individual life business. Fitch expects a sustained low interest rate environment will create headwinds and could impact Voya's ability to meaningfully improve earnings. GAAP adjusted operating earnings-based interest coverage was 7.0x in 2015, down from 7.9x in 2014 but in line with Fitch's median ratio guideline for an 'A' rated company. Based on estimated ordinary statutory dividend capacity of $867 billion in 2016, Fitch estimates Voya's statutory interest coverage will be approximately 5.3x in 2016, down slightly from 5.8x in 2015. This is in excess of Fitch's median ratio guideline of 3x for an 'A' rated company. At year-end 2015, financial leverage was 22.4%, below management's stated long-term target of 25% and below Fitch's median guideline of 28% for Voya's current rating. Fitch believes the quality of the company's common equity is better than peer averages, with minimal exposure to goodwill and other intangibles. Fitch considers Voya's aggregate capitalization, including captives, to be strong for the current rating level. The consolidated risk-based capital (RBC) ratio for the company's U.S. insurance subsidiaries was 489% at year-end 2015. Fitch expects reported RBC to remain in the 425% - 450% range over the intermediate term driven by improved statutory operating performance offset by distributions to the holding company. Fitch views Voya's share repurchase program as a more prudent use of excess capital than acquisitions or rapid growth. Fitch's expectation is that share repurchase will be funded through operating earnings and will not result in a material increase in financial leverage or deterioration in subsidiary capitalization. Fitch's key rating concerns include the challenges related to the run-off of Voya's $39 billion closed-block VA book, particularly in a tail-risk scenario. Fitch notes as positive that the company has utilized dynamic and macro hedging to mitigate the statutory capital impact associated with changes in the equity markets and/or interest rates. However, policyholder behavior assumptions cannot be hedged and therefore remain a risk. At year-end 2015, Voya had $5.7 billion in reserves and capital supporting the closed-block VA book. While Fitch views Voya's investment portfolio as generally high quality, the company's exposure to the energy sector totalled $7.3 billion at year-end 2015, or 13.4% of the total corporate bond portfolio. This is slightly above the U.S. life insurance industry's 12% allocation. However, the credit quality of Voya's portfolio is better than the U.S. life industry with approximately 92% of the Voya's energy sector bonds rated investment grade. RATING SENSITIVITIES The key rating triggers that could result in an upgrade include: -- Continued growth in operating profitability which leads to an improvement in operating ROE to over 11%; -- Sustained maintenance of GAAP adjusted operating earnings- based interest coverage of more than 10x; -- Private sale of closed-block book at good value with boost to capitalization and reduction in volatility and risk; -- Reported RBC above 450%, and financial leverage below 20%. The key rating triggers that could result in a downgrade include: -- A decline in reported RBC below 375%; -- Financial leverage exceeding 30%; -- Significant adverse operating results which leads to GAAP adjusted operating earnings-based interest coverage below 6x; -- Material reserve charges required in its insurance/variable annuity books. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: Voya Financial, Inc. -- Long-term IDR at 'BBB+'; -- 5.5% senior notes due July 15, 2022 at 'BBB'; -- 2.9% senior notes due Feb. 15, 2018 at 'BBB'; -- 5.7% senior notes due July 15, 2043 at 'BBB'; -- 5.65% fixed-to-floating junior subordinated notes due May 15, 2053 at 'BB+'. Voya Retirement Insurance and Annuity Company Voya Insurance and Annuity Company ReliaStar Life Insurance Company ReliaStar Life Insurance Company of New York Security Life of Denver Insurance Company -- IFS at 'A'. Equitable of Iowa Companies, Inc. -- Long-term IDR at 'BBB+'. Equitable of Iowa Companies Capital Trust II -- 8.424% Trust Preferred Stock at 'BB+'. Peachtree Corners Funding Trust -- $500 million of 3.976% pre-capitalized trust securities due 2025 at 'BBB'. WHIRLWIND FARMS: Case Summary & 9 Unsecured Creditors ----------------------------------------------------- Debtor: Whirlwind Farms, Inc. 6301 SE CR 31 Kendall, KS 67857 Case No.: 16-10623 Chapter 11 Petition Date: April 12, 2016 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Robert E. Nugent Debtor's Counsel: David R. Klaassen, Esq. DAVID R. KLAASSEN 2649 6th Avenue Marquette, KS 67464 Tel: (785) 546-2358 E-mail: drklaassen@ks-usa.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Thomas Lampe, president. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/ksb16-10623.pdf WHITING PETROLEUM: FMR Reports 13.67% Stake as of April 8 --------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission on April 8, 2016, FMR LLC and Abigail P. Johnson disclosed that they beneficially own 28,442,266 shares of common stock of Whiting Petroleum Corp. representing 13.676 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/OTzW99 About Whiting Petroleum Whiting Petroleum Corporation is an independent oil and gas company engaged in development, production, acquisition and exploration activities primarily in the Rocky Mountains and Permian Basin regions of the United States. As of Dec. 31, 2015, Whiting Petroleum had $11.38 billion in total assets, $6.63 billion in total liabilities and $4.75 billion in total equity. Whiting Petroleum reported a net loss available to common shareholders of $2.21 billion on $2.05 billion of total revenues and other income for the year ended Dec. 31, 2015, compared to net income available to common shareholders of $64.80 million on $3.08 billion of total revenues and other income for the year ended Dec. 31, 2014. [*] Villere & Co. Obtains Favorable Ruling in Case v. Epiq Systems ------------------------------------------------------------------ Investment advisor St. Denis J. Villere & Co. ("Villere") won a major victory in the Kansas City Circuit Court last week in their case against Kansas City-based Epiq Systems, Inc. Villere sought to nominate a new slate of directors for Epiq, a bankruptcy, eDiscovery, and administrative services company, because they believe that the company's recent years of declining performance was the result of poor management. In the five years prior to Villere's active engagement, Epiq's stock price dropped 8.65% (June 30, 2009 to June 30, 2014) compared to a gain of 119.20% for the Russell 3000 index, a measure of the broader stock market. Since then, coincident with Villere's involvement, Epiq's stock price rose 6.90% vs. the Russell's 3.16% (July 1, 2014 to March 31, 2016.) Villere, a long-term investor in Epiq, nominated six highly qualified individuals for election to Epiq's board of directors on December 4, 2015. "We have been asked why we didn't just sell our shares in light of the company's poor performance," said George Young, partner at Villere. "We have owned Epiq for over 10 years and met with current management many times to voice our concerns. Based on our research and knowledge, we continue to view Epiq as a fundamentally good company with the potential for tremendous value creation. In our opinion, their performance issues stem from inadequate management. We firmly believe a change in leadership could right the ship, and we are willing to fight for such a change on behalf of our investors and all the other shareholders." In the two weeks that followed, Epiq rejected the nomination, contending that it was made in violation of a standstill agreement (the Director Appointment Agreement) entered into between Villere and Epiq on November 1, 2014 and that the nomination did not comply with Epiq's Amended and Restated Bylaws, which limit shareholder nominations of directors to those who own 5% or more of Epiq's stock for more than 24-months. Villere had been a beneficial owner of more than 5% of Epiq stock since August 13, 2003. In response, Villere was forced to take the extraordinary step of suing the company and its directors, save one, to enforce its right as a shareholder to nominate a slate of directors who could then be presented at Epiq's 2016 Annual Shareholders Meeting. Epiq's litigation tactics demonstrated that their principal goal was to deter Villere and avoid a contested election. Epiq employed a variety of delaying tactics seeking to put off the trial until after the 2016 annual meeting, which included bringing counterclaims against Villere and twenty of its clients, and added significantly to the litigation expense which Epic is funding with shareholder money. These aggressive actions toward Villere's clients deserve special note, as they reveal the extraordinary length to which Epiq will go to entrench themselves in office. In a highly unusual move, Epiq subpoenaed twenty Villere clients to produce documents and appear at depositions in a purported effort to show that the clients, who all had executed account agreements delegating to Villere all investment and voting power over the Epiq shares at issue, had not authorized Villere's actions. Epiq named each of them as counterclaim defendants. Last week, the Court totally rejected Epiq's positions and enforced Villere's rights. It found that Villere properly terminated the standstill "under the plain, unambiguous language of the Director Appointment Agreement" and that Villere's nomination fully complied with the Company's Bylaws. The Court granted Villere's requested declaratory judgment and permanently enjoined Epiq and director defendants "from preventing Villere, through Cede, from presenting its slate of nominees at the 2016 Annual Meeting." The Court's ruling cleared the way for Villere to commence its proxy contest. Shareholders will have a chance to elect directors to Epiq's board at the company's annual meeting on June 9, 2016. "We are eager to move forward and put this immense legal battle behind us, a battle we have taken on at no cost to our investors as part of our fiduciary responsibility. Our activist stance has not been undertaken lightly. Our research process is grounded in knowing intimately the companies in which we invest. With new leadership, we are confident that Epiq will deliver greatly-enhanced long-term value, which is at the core of our investment philosophy," Mr. Young added. Epiq stockholders with questions about the Epiq Annual Meeting can contact Okapi Partners, Villere's proxy solicitor, toll-free at (855) 305-0857. About Villere & Co. Founded over 100 years ago in 1911 by St. Denis J. Villere, Villere & Co. -- http://www.villere.com-- remains a family-run business. An SEC-Registered Investment Advisor, it is headquartered in New Orleans. The advisor has been operated continuously since then by four generations of the Villere family. As of December 31, 2015, the firm has nearly $2.5 billion in assets under management for separate accounts and two mutual funds. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Maxwell Joseph Bruner Bankr. N.D. Fla. Case No. 16-30302 Chapter 11 Petition filed March 30, 2016 Represented by: Jodi Daniel Cooke, Esq. STICHTER RIEDEL BLAIN & POSTLER, PA E-mail: jcooke@srbp.com In re Alutrade, LLC Bankr. S.D. Fla. Case No. 16-14542 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/flsb16-14542.pdf represented by: Chad T Van Horn, Esq. VAN HORN LAW GROUP, PA E-mail: Chad@cvhlawgroup.com In re Pike's Landing, LLC Bankr. M.D. Ga. Case No. 16-70326 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/gamb16-70326.pdf represented by: Ronald B. Warren, Esq. WHITEHURST, BLACKBURN, WARREN AND KELLEY E-mail: bankruptcy@wbwk.com In re Kramer Mechanical, LLC Bankr. N.D. Ill. Case No. 16-10903 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/ilnb16-10903.pdf represented by: Karen J Porter, Esq. PORTER LAW NETWORK E-mail: porterlawnetwork@gmail.com In re Ilya Golub and Simona Golub Bankr. N.D. Ill. Case No. 16-10968 Chapter 11 Petition filed March 30, 2016 Represented by: Ariane Holtschlag, Esq. LAW OFFICE OF WILLIAM J. FACTOR, LTD. E-mail: aholtschlag@wfactorlaw.com In re 60 On Central LLC Bankr. D. Mass. Case No. 16-11131 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/mab16-11131.pdf represented by: Michael Van Dam, Esq. VAN DAM LAW LLP E-mail: mvandam@vandamlawllp.com In re Lynn Community Access & Media Inc. Bankr. D. Mass. Case No. 16-11139 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/mawb16-11139.pdf represented by: Emmanuel N. Papanickolas, Esq. PAPANICKOLAS LAW OFFICES In re Wellness Investments, LLC Bankr. E.D. Mich. Case No. 16-30781 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/mieb16-30781.pdf represented by: Jeffrey A. Chimovitz, Esq. E-mail: jeffchimovitz@gmail.com In re William Michael Miller Bankr. W.D. Mo. Case No. 16-50125 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/mowb16-50125.pdf represented by: Donald G. Scott, Esq. MCDOWELL RICE SMITH & BUCHANAN E-mail: dscott@mcdowellrice.com In re FAJR'S Seafood & Soulfood Corporation Bankr. D.n.j. Case No. 16-16000 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/njb16-16000.pdf represented by: Stephen B. McNally, Esq. MCNALLY & BUSCHE, LLC E-mail: steve@mcnallylawllc.com In re Roman P Osadchuk LLC Bankr. D.N.J. Case No. 16-16032 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/njb16-16032.pdf represented by: Hercules Pappas, Esq. HERCULES LAW GROUP, LLC E-mail: hpappas@herculeslawgroup.com In re Howard C. Lapensohn Bankr. E.D. Pa. Case No. 16-12152 Chapter 11 Petition filed March 30, 2016 represented by: David B. Smith, Esq. SMITH KANE E-mail: dsmith@smithkanelaw.com In re Kipin Industries, Inc. Bankr. W.D. Penn. Case No. 16-21164 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/pawb16-21164.pdf represented by: Edgardo D. Santillan, Esq. SANTILLAN LAW FIRM, PC E-mail: edscourt@debtlaw.com In re El Primero, Inc. Bankr. E.D. Va. Case No. 16-11142 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/vaeb16-11142.pdf represented by: Justin Fasano, Esq. McNamee, Hosea, Jernigan, Kim, Greenan Email: jfasano@mhlawyers.com In re Gerald William Brunskill Bankr. C.D. Cal. Case No. 16-14059 Chapter 11 Petition filed March 31, 2016 represented by: M Jonathan Hayes, Esq. SIMON RESNIK HAYES LLP E-mail: jhayes@srhlawfirm.com In re Jill Marie Meeuwsen-Holmes Bankr. N.D. Cal. Case No. 16-40868 Chapter 11 Petition filed March 31, 2016 represented by: Scott J. Sagaria, Esq. LAW OFFICES OF SCOTT J. SAGARIA E-mail: SagariaBK@sagarialaw.com In re Sylvain Lapointe Bankr. M.D. Fla. Case No. 16-02797 Chapter 11 Petition filed March 31, 2016 See http://bankrupt.com/misc/flmb16-02797.pdf represented by: Annette C Escobar, Esq. ASTIGARRAGA DAVIS MULLINS GROSSMAN E-mail: aescobar@astidavis.com In re Ankod Enterprise, LLC Bankr. S.D. Fla. Case No. 16-14706 Chapter 11 Petition filed March 31, 2016 See http://bankrupt.com/misc/flsb16-14706.pdf represented by: Chad T Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: Chad@cvhlawgroup.com In re Rose C. Squires Bankr. N.D. Ind. Case No. 16-10667 Chapter 11 Petition filed March 31, 2016 represented by: Wesley N. Steury, Esq. BURT, BLEE, DIXON, SUTTON & BLOOM LLP E-mail: wsteury@burtblee.com In re True Form, LLC Bankr. D. Md. Case No. 16-14213 Chapter 11 Petition filed March 31, 2016 See http://bankrupt.com/misc/mdb16-14213.pdf represented by: Bennie R. Brooks, Esq. E-mail: bbrookslaw@aol.com In re Jeffrey J. Andrews Bankr. D.N.H. Case No. 16-10449 Chapter 11 Petition filed March 31, 2016 Represented by: Eleanor Wm Dahar, Esq. E-mail: edahar@att.net In re Lawrence E Copenhefer Bankr. S.D. Ohio Case No. 16-30959 Chapter 11 Petition filed March 31, 2016 Represented by: Thomas H Lagos, Esq. LAGOS & LAGOS PLL E-mail: LAGOSTH@yahoo.com In re Rozel Jeweler's, Inc. Bankr. W.D. Pa. Case No. 16-10291 Chapter 11 Petition filed March 31, 2016 See http://bankrupt.com/misc/pawb16-10291.pdf represented by: Daniel P. Foster, Esq. FOSTER LAW OFFICES E-mail: dan@mrdebtbuster.com In re Buena Vista Plantation Corp. Bankr. D.P.R. Case No. 16-02426 Chapter 11 Petition filed March 31, 2016 See http://bankrupt.com/misc/prb16-02426.pdf represented by: Gerardo L Santiago Puig, Esq. GSP LAW, PSC E-mail: gsantiagopuig@gmail.com In re 7711 Operating Company, LLC Bankr. N.D. Tex. Case No. 16-41274 Chapter 11 Petition filed March 31, 2016 See http://bankrupt.com/misc/txnb16-41274.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, PC E-mail: eric@ealpc.com In re Frontline Recovery and Consulting, Inc. Bankr. S.D. Tex. Case No. 16-31568 Chapter 11 Petition filed March 31, 2016 See http://bankrupt.com/misc/txsb16-31568.pdf represented by: James Q. Pope, Esq. THE POPE LAW FIRM E-mail: ecf@thepopelawfirm.com In re Success Is Yours Corp. Bankr. D. Md. Case No. 16-14175 Chapter 11 Petition filed March 30, 2016 See http://bankrupt.com/misc/mdb16-14175.pdf Filed Pro Se In re All About Catering Co, LLC Bankr. D. Ariz. Case No. 16-03423 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/azb16-03423.pdf represented by: Richard A Drake, Esq. DRAKE LAW FIRM PLC E-mail: rdrake@bdlawyers.com In re Carl Vernon and Serene Vernon Bankr. C.D. Cal. Case No. 16-11389 Chapter 11 Petition filed April 1, 2016 Represented by: John H Bauer, Esq. FINANCIAL RELIEF LEGAL ADVOCATES INC. E-mail: johnbhud@aol.com In re Lumpy's, Inc. Bankr. C.D. Cal. Case No. 16-12957 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/cacb16-12957.pdf represented by: Thomas J Polis, Esq. POLIS & ASSOCIATES, APLC E-mail: ecf@polis-law.com In re Lumpy's Pro Golf Discount, Inc. Bankr. C.D. Cal. Case No. 16-12958 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/cacb16-12958.pdf represented by: Thomas J Polis, Esq. POLIS & ASSOCIATES, APLC E-mail: ecf@polis-law.com In re Mark Douglas Engel Bankr. M.D. Fla. Case No. 16-02843 Chapter 11 Petition filed April 1, 2016 Represented by: Buddy D. Ford, Esq. E-mail: Buddy@TampaEsq.com In re National Ceramics of Florida, Corp. Bankr. S.D. Fla. Case No. 16-14739 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/flsb16-14739.pdf represented by: David R. Softness, Esq. DAVID R. SOFTNESS, PA E-mail: david@softnesslaw.com In re Julia Beall Passyn Bankr. D. Md. Case No. 16-14417 Chapter 11 Petition filed April 1, 2016 Represented by: Daniel Alan Staeven, Esq. E-mail: dan@russacklaw.com In re Michelle Prybyla Bankr. E.D. Mich. Case No. 16-44976 Chapter 11 Petition filed April 1, 2016 represented by: Michael P. DiLaura, Esq. E-mail: miked@mikedlaw.com In re GoldStar Solutions, LLC Bankr. W.D. Mo. Case No. 16-40843 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/mowb16-40843.pdf represented by: Colin N. Gotham, Esq. EVANS & MULLINIX, PA E-mail: Cgotham@emlawkc.com In re Thompson's Mortuary, Inc. Bankr. W.D.N.C. Case No. 16-40139 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/ncwb16-40139.pdf represented by: Kerry L. Balentine, Esq. MAXGARDNERLAW PLLC E-mail: kbalentine@maxgardner.com In re 37 Park Ridge LLC Bankr. D.N.J. Case No. 16-16328 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/njb16-16328.pdf represented by: Audwin Levasseur, Esq. HARBATKIN LEVASSEUR PA In re Armando Barrera-Ortiz Bankr. D. Nev. Case No. 16-11779 Chapter 11 Petition filed April 1, 2016 represented by: David A Riggi, Esq. E-mail: darnvbk@gmail.com In re G.B.H.Realty, LLC Bankr. S.D.N.Y. Case No. 16-35599 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/nysb16-35599.pdf represented by: Rosemarie E. Matera, Esq. KURTZMAN MATERA, PC E-mail: law@kmpclaw.com In re Edward M. Schiller Bankr. W.D.N.Y. Case No. 16-10625 Chapter 11 Petition filed April 1, 2016 represented by: Daniel F. Brown, Esq. ANDREOZZI, BLUESTEIN, WEBER, BROWN, LLP E-mail: dfb@abfmwb.com In re Kerry Dewayne Reed Bankr. W.D. Okla. Case No. 16-11237 Chapter 11 Petition filed April 1, 2016 represented by: Roland V. Combs III, Esq. LAW FIRM OF ROLAND V. COMBS III & ASSOC E-mail: rolandvcombs@sbcglobal.net In re N & N Sub Corp. Bankr. D.P.R. Case No. 16-02596 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/prb16-02596.pdf represented by: Nilda M. Gonzalez Cordero, Esq. GONZALEZ CORDERO LAW OFFICES E-mail: ngonzalezc@ngclawpr.com In re Subway Senorial Parana Corp. Bankr. D.P.R. Case No. 16-02597 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/prb16-02597.pdf represented by: Nilda M. Gonzalez Cordero, Esq. GONZALEZ CORDERO LAW OFFICES E-mail: ngonzalezc@ngclawpr.com In re YA Y NS Sub, Corp. Bankr. D.P.R. Case No. 16-02598 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/prb16-02598.pdf represented by: Nilda M. Gonzalez Cordero, Esq. GONZALEZ CORDERO LAW OFFICES E-mail: ngonzalezc@ngclawpr.com In re Charles Whitley Emerson, III Bankr. M.D. Tenn. Case No. 16-02339 Chapter 11 Petition filed April 1, 2016 represented by: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ E-mail: slefkovitz@lefkovitz.com In re Hiren D. Patel and Nila H. Patel Bankr. E.D. Tex. Case No. 16-40592 Chapter 11 Petition filed April 1, 2016 represented by: Bill F. Payne, Esq. E-mail: lgarner@moorefirm.com In re Gregory George Jones Bankr. N.D. Tex. Case No. 16-41283 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/txnb16-41283.pdf represented by: Dennis Oliver Olson, Esq. OLSON, NICOUD & GUECK, LLP E-mail: denniso@dallas-law.com In re Brent Lynn Bennett and Dawn Elise Bennett Bankr. N.D. Tex. Case No. 16-41303 Chapter 11 Petition filed April 1, 2016 See http://bankrupt.com/misc/txnb16-41303.pdf represented by: Areya Holder, Esq. HOLDER LAW E-mail: areya@holderlawpc.com In re Jose Amando Trevino Bankr. S.D. Tex. Case No. 16-10091 Chapter 11 Petition filed April 1, 2016 represented by: Marcos Demetrio Oliva, Esq. MARCOS D. OLIVA, PC E-mail: marcos@olivalawfirm.com In re Pogo's Autoworks, LLC Bankr. S.D. Ga. Case No. 16-40492 Chapter 11 Petition filed April 3, 2016 See http://bankrupt.com/misc/gasb16-40492.pdf represented by: Jon A. Levis, Esq. MERRILL & STONE, LLC E-mail: bkymail@merrillstonehamilton.com In re Greater Bethlehem Missionary Baptist Church Bankr. N.D. Ill. Case No. 16-11470 Chapter 11 Petition filed April 3, 2016 See http://bankrupt.com/misc/ilnb16-11470.pdf represented by: Robert J Adams, Esq. ROBERT J ADAMS & ASSOCIATES E-mail: bankruptcy714@gmail.com In re Malkhazi Mikadze Bankr. D.N.J. Case No. 16-16425 Chapter 11 Petition filed April 3, 2016 represented by: Harvey I. Marcus, Esq. LAW OFFICE OF HARVEY I. MARCUS E-mail: him@lawmarcus.com In re N. L. Abrolat, Inc. Bankr. C.D. Cal. Case No. 16-14302 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/cacb16-14302.pdf represented by: Alan W Forsley, Esq. E-mail: alan.forsley@flpllp.com In re Moxy Bankr. N.D. Cal. Case No. 16-40896 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/canb16-40896.pdf represented by: Marc Voisenat, Esq. LAW OFFICES OF MARC VOISENAT E-mail: voisenatecf@gmail.com In re Rio Construction Services, LLC Bankr. D. Colo. Case No. 16-13130 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/cob16-13130.pdf represented by: Aaron A Garber, Esq. E-mail: aag@kutnerlaw.com In re Kobe Restaurant Group LLC Bankr. N.D. Fla. Case No. 16-50103 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/flnb16-50103.pdf represented by: Robert C. Bruner, Esq. E-mail: RobertCBruner@hotmail.com In re Boca Pita Express, Inc Bankr. S.D. Fla. Case No. 16-14868 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/flsb16-14868.pdf represented by: Michael E Zapin, Esq. E-mail: michaelEzapin@gmail.com In re Christ Fellowship, Inc. Bankr. N.D. Ga. Case No. 16-10673 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/ganb16-10673.pdf represented by: J. Nevin Smith, Esq. Smith Conerly LLP E-mail: awilson@smithconerly.com In re Live Green Communities, LLC Bankr. N.D. Ga. Case No. 16-55955 Chapter 11 Petition filed April 4, 2016 Filed Pro Se In re Talmadge Holmes Ramsey, Jr. Bankr. S.D. Ga. Case No. 16-60149 Chapter 11 Petition filed April 4, 2016 represented by: Jon A. Levis, Esq. MERRILL & STONE, LLC E-mail: bkymail@merrillstonehamilton.com In re M&R Charleston Station, Inc. Bankr. S.D. Ind. Case No. 16-90506 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/insb16-90506.pdf represented by: Neil C. Bordy, Esq. SEILLER WATERMAN LLC E-mail: bordy@derbycitylaw.com In re Nosilla, Inc. Bankr. E.D.N.C. Case No. 16-01767 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/nceb16-01767.pdf represented by: Clayton W. Cheek, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC E-mail: clayton@olivercheek.com In re YAMS, Inc. Bankr. D. Neb. Case No. 16-40533 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/neb16-40533.pdf represented by: Robert B. Creager, Esq. ANDERSON, CREAGER & WITTSTRUCK, PC E-mail: rcreager@acwlaw.com In re Karobo, Inc. Bankr. D.N.J. Case No. 16-16443 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/njb16-16443.pdf represented by: Peter Petrou, Esq. E-mail: Pete@PetrouLaw.com In re Stefanie L. Cain Nikodem Bankr. N.D. Ohio Case No. 16-60682 Chapter 11 Petition filed April 4, 2016 represented by: Anthony J. DeGirolamo, Esq. E-mail: ajdlaw@sbcglobal.net In re DOM Properties, LLC Bankr. E.D. Pa. Case No. 16-12370 Chapter 11 Petition filed April 4, 2016 See http://bankrupt.com/misc/paeb16-12370.pdf represented by: Joshua Louis Thomas, Esq. PETROFF LAW E-mail: joshualthomas@gmail.com In re Donald C. Vestal Bankr. N.D. Tex. Case No. 16-31397 Chapter 11 Petition filed April 4, 2016 represented by: Michael Wiss, Esq. E-mail: mjwiss@hotmail.com In re Gary Dean Rogers Bankr. W.D. Tex. Case No. 16-10404 Chapter 11 Petition filed April 4, 2016 represented by: Wayne Kitchens, Esq. HUGHES WATTERS ASKANASE, LLP E-mail: wkitchens@hwa.com ********* 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 ***